FIDELITY PURITAN TRUST
N-30D, 1995-03-23
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FIDELITY
 
 
(registered trademark)
PURITAN
FUND
SEMIANNUAL REPORT
JANUARY 31, 1995
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on investing                 
                              strategies.                              
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy and outlook.       
 
INVESTMENT CHANGES       9    A summary of major shifts in the         
                              fund's investments over the past six     
                              months.                                  
 
INVESTMENTS              10   A complete list of the fund's            
                              investments with their market            
                              values.                                  
 
FINANCIAL STATEMENTS     46   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    50   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    55   The auditors' opinion.                   
ACCOUNTANTS                                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMA-
TION 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:
Although there have been a few positive market indications so far in 1995,
no one can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. A fund's total
return includes changes in a fund's share price, plus reinvestment of any
dividends (or income) and capital gains (the profits the fund earns when it
sells stocks that have grown in value). Puritan has a 2% sales charge,
which was in effect October 1, 1987 through December 31, 1992, then waived
through 1995.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1995        PAST 6   PAST 1   PAST 5   PAST 10   
                                      MONTHS   YEAR     YEARS    YEARS     
 
Puritan                               -1.57%   -3.01%   72.83%   239.21%   
 
Puritan (including 2% sales charge)   -3.54%   -4.95%   69.38%   232.42%   
 
Lehman Brothers Aggregate                                                  
 Bond Index                           0.98%    -2.31%   49.28%   157.72%   
 
S&P 500(registered trademark)         4.17%    0.53%    66.90%   265.09%   
 
Average Equity Income Fund            0.31%    -3.51%   53.74%   188.14%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years, or 10
years. For example, if you had invested $1,000 in a fund that had a 5%
return over the past year, you would end up with $1,050. For comparison,
you can look at the performance of the Standard & Poor's  Composite Index
of 500 Stocks - a common proxy for the U.S. stock market - and the
performance of the Lehman Brothers Aggregate Bond Index, a broad measure of
the bond market. To measure how the fund's performance stacked up against
its peers, you can compare it to the average equity income fund, which
currently reflects the performance of 124 equity income funds 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 JANUARY 31, 1995         PAST 1   PAST 5   PAST 10   
                                       YEAR     YEARS    YEARS     
 
Puritan                                -3.01%   11.56%   12.99%    
 
Puritan (including 2% sales charge)    -4.95%   11.11%   12.76%    
 
Lehman Brothers Aggregate Bond Index   -2.31%   8.34%    9.93%     
 
S&P 500(registered trademark)          0.53%    10.79%   13.83%    
 
Average Equity Income Fund             -3.51%   8.88%    10.85%    
 
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 10 YEARS
              Puritan (004)       Standard & Poor's 50Aggregate Bond Index
     01/31/85             9800.00            10000.00            10000.00
     02/28/85             9873.25            10123.00             9795.46
     03/31/85            10036.04            10130.09             9995.16
     04/30/85            10151.46            10120.97            10201.90
     05/31/85            10614.77            10705.96            10735.02
     06/30/85            10854.70            10874.04            10848.51
     07/31/85            11018.75            10857.73            10810.68
     08/31/85            10993.23            10765.44            11013.90
     09/30/85            10949.85            10428.48            11080.32
     10/31/85            11178.00            10910.28            11312.57
     11/30/85            11587.07            11658.73            11584.41
     12/31/85            11910.51            12223.01            11938.51
     01/31/86            12257.44            12291.46            12004.93
     02/28/86            12914.78            13210.86            12478.23
     03/31/86            13436.78            13948.02            12868.83
     04/30/86            13437.07            13790.41            12934.37
     05/31/86            13603.81            14524.06            12687.60
     06/30/86            13711.70            14769.52            13018.83
     07/31/86            13354.65            13943.90            13134.51
     08/31/86            14077.61            14978.54            13460.02
     09/30/86            13812.76            13739.81            13327.62
     10/31/86            14209.86            14532.60            13520.72
     11/30/86            14339.24            14885.74            13708.98
     12/31/86            14382.36            14506.16            13761.33
     01/31/87            15260.71            16460.14            13954.87
     02/28/87            15556.08            17110.31            14051.64
     03/31/87            15818.63            17604.80            13988.30
     04/30/87            15720.64            17448.12            13604.73
     05/31/87            15698.45            17599.92            13551.51
     06/30/87            16108.94            18488.71            13738.01
     07/31/87            16565.98            19426.09            13727.46
     08/31/87            16903.83            20150.68            13654.00
     09/30/87            16552.33            19709.38            13363.24
     10/31/87            14107.06            15463.98            13839.18
     11/30/87            13605.37            14189.75            13950.03
     12/31/87            14124.80            15269.59            14140.05
     01/31/88            14982.34            15912.44            14637.11
     02/29/88            15435.60            16653.96            14810.86
     03/31/88            15152.04            16139.35            14671.86
     04/30/88            15363.69            16318.50            14592.68
     05/31/88            15625.15            16460.47            14494.59
     06/30/88            16191.59            17216.00            14844.29
     07/31/88            16229.54            17150.58            14766.43
     08/31/88            16065.09            16567.46            14805.14
     09/30/88            16522.27            17273.24            15140.32
     10/31/88            16792.07            17753.43            15425.35
     11/30/88            16676.44            17499.56            15237.97
     12/31/88            16792.70            17805.80            15255.12
     01/31/89            17621.80            19109.19            15474.62
     02/28/89            17463.88            18633.37            15362.45
     03/31/89            17781.12            19067.53            15428.87
     04/30/89            18382.29            20057.13            15751.74
     05/31/89            18996.81            20869.44            16165.65
     06/30/89            19129.65            20750.49            16657.87
     07/31/89            20186.39            22624.26            17011.96
     08/31/89            20321.87            23067.69            16759.92
     09/30/89            20097.82            22973.11            16845.69
     10/31/89            19496.84            22440.14            17260.93
     11/30/89            19860.22            22897.92            17425.44
     12/31/89            20083.84            23447.47            17472.07
     01/31/90            19233.58            21874.14            17264.45
     02/28/90            19438.82            22156.32            17319.87
     03/31/90            19466.79            22743.46            17332.63
     04/30/90            18990.54            22174.87            17173.84
     05/31/90            20047.23            24336.92            17682.33
     06/30/90            19939.92            24171.43            17966.04
     07/31/90            19758.65            24094.08            18214.57
     08/31/90            18565.27            21915.98            17971.32
     09/30/90            17703.22            20848.67            18120.00
     10/31/90            17396.14            20759.02            18350.05
     11/30/90            18378.80            22100.06            18745.05
     12/31/90            18808.46            22716.65            19037.13
     01/31/91            19651.33            23707.09            19272.46
     02/28/91            20790.76            25402.15            19436.97
     03/31/91            20928.89            26016.88            19570.69
     04/30/91            21103.17            26079.32            19782.70
     05/31/91            22132.98            27205.95            19898.39
     06/30/91            21365.06            25959.92            19888.27
     07/31/91            22104.56            27169.65            20164.07
     08/31/91            22490.38            27813.57            20600.42
     09/30/91            22509.28            27349.08            21017.86
     10/31/91            22835.50            27715.56            21251.87
     11/30/91            22052.57            26598.62            21446.73
     12/31/91            23408.35            29641.51            22083.66
     01/31/92            23607.00            29090.17            21783.23
     02/29/92            24269.19            29468.35            21924.87
     03/31/92            24150.56            28893.71            21801.27
     04/30/92            24939.36            29743.19            21958.74
     05/31/92            25224.67            29888.93            22373.10
     06/30/92            25088.78            29443.58            22681.01
     07/31/92            25853.16            30647.83            23143.75
     08/31/92            25598.37            30019.55            23378.20
     09/30/92            25910.50            30373.78            23655.32
     10/31/92            25714.88            30480.09            23341.69
     11/30/92            26408.44            31519.46            23346.97
     12/31/92            27019.64            31907.15            23718.22
     01/31/93            27789.54            32175.17            24173.04
     02/28/93            28357.79            32612.75            24596.20
     03/31/93            29479.12            33300.88            24698.69
     04/30/93            30035.33            32495.00            24870.68
     05/31/93            30443.22            33365.86            24902.35
     06/30/93            30649.22            33462.62            25353.66
     07/31/93            31099.12            33328.77            25497.05
     08/31/93            31998.91            34591.93            25943.96
     09/30/93            31778.65            34325.58            26015.22
     10/31/93            32604.85            35036.11            26112.43
     11/30/93            32080.92            34703.27            25890.30
     12/31/93            32814.56            35123.18            26030.61
     01/31/94            34272.98            36317.37            26382.07
     02/28/94            33897.96            35333.17            25923.73
     03/31/94            32636.25            33792.64            25284.60
     04/30/94            32993.73            34225.19            25082.70
     05/31/94            33204.02            34786.48            25079.18
     06/30/94            32947.01            33934.21            25023.75
     07/31/94            33773.86            35047.25            25520.81
     08/31/94            34770.33            36484.19            25552.48
     09/30/94            34020.62            35590.33            25176.39
     10/31/94            34419.56            36391.11            25153.95
     11/30/94            33333.56            35065.75            25098.09
     12/31/94            33400.05            35585.77            25271.40
     01/31/95            33242.18            36508.51            25771.53
 
$10,000 OVER 10 YEARS:  Let's say you invested $10,000 in Fidelity Puritan
Fund on January 31, 1985 and paid the 2% sales charge. As the chart shows,
by January 31, 1995, the value of your investment would have grown to
$33,242 - a 232.42% increase on your initial investment. For comparison,
look at how both the S&P 500 and Lehman Brothers Aggregate Bond Index did
over the same period. With dividends reinvested, the same $10,000
investment in the S&P 500 would have grown to $36,509 - a 265.09% increase.
If you'd put $10,000 in the bond index, it would have grown to $25,772 - a
157.72% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks or bonds will vary. 
That means if you sell your 
shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
An interview with Richard Fentin, Portfolio Manager of Fidelity Puritan
Fund 
Q. RICH, HOW DID THE FUND PERFORM?
A. It did well compared to its peers for the first nine of the past 12
months. However, over the past three months, it underperformed similar
funds and the Standard & Poor's 500 stock index. For the six months and
year ended January 31, 1995, the fund returned -1.57% and -3.01%,
respectively. This compares to returns of 0.31% and -3.51% for the average
equity income fund over the same periods, according to Lipper Analytical
Services. The S&P 500 returned 4.17% for the past six months and 0.53% for
the past year.
Q.  WHAT HAS HURT THE FUND'S PERFORMANCE LATELY?
A. The fund was hurt somewhat by the drop in Mexican and Argentine emerging
market bonds, which began in mid-December of 1994. The fall of these bonds
was triggered by the unexpected devaluation of the Mexican peso and
continued as investors lost confidence in emerging market bonds. It's
important to note that emerging market bonds made up only about 4% of the
fund at the end of the period. In addition, the fund's investments in Japan
- - about 7% of the fund at the end of the period - also took a hit. The
major earthquake in Kobe, Japan, in January 1995 caused the country's stock
market to plummet 15% to 20% during that month alone. I should point out
that I think that the earthquake's effect on the Japanese market will be
short term. Ultimately, I expect the market environment to turn around,
especially as money begins pouring into Kobe for rebuilding projects.
Q. WERE THERE OTHER REASONS THE PAST THREE MONTHS WERE ROUGH FOR THE FUND?
A. Yes. Some of the fund's biggest sectors underperformed the broad market
during the past few months. For instance, energy stocks, which made up the
fund's top sector, were hurt by low demand for heating fuel - the result of
an historically warm winter in Europe and a mild one in the United States
as well. 
Q. HAVE THESE FACTORS AFFECTED THE FUND'S PERFORMANCE AGAINST THE S&P 500?
A. Some of them. The S&P 500 outperformed the fund over the past six months
mostly because it had no investments in emerging markets and Japan. I
should note that the S&P 500 had about the same weighting in energy as the
fund. That said, the fund was pretty much neck-and-neck with the S&P 500
for the first nine of the past 12 months. That was mostly because many of
the fund's stock selections, especially cyclical stocks that tend to move
in tandem with the economy, such as Caterpillar and Alcan, were excellent
performers during this period.
Q. HAS THE POSITIVE IMPACT OF CYCLICALS ABATED RECENTLY?
A. Yes. They dropped in the late fall when many market analysts concluded
that the economy - and, along with it, the performance of cyclical stocks -
had peaked. During that time, investors began gravitating more strongly
toward growth stocks - those of companies with steady earnings growth. That
helped lift some of the fund's consumer nondurable stocks, such as food,
beverage and tobacco conglomerate Philip Morris.
Q. STILL, MUCH OF THE FUND WAS INVESTED IN CYCLICAL STOCKS AT THE END OF
THE PERIOD. WHY?
A. Because I think there's a fairly good chance that some cyclicals haven't
yet peaked. As a result, I've maintained a fairly heavy stake in "deep"
cyclical stocks, such as aluminum, paper and commodity chemical companies.
Deep cyclicals tend to perform well fairly late in the economic cycle. At
the end of the period, these cyclicals had excellent fundamentals - or
business prospects - but their stock prices didn't reflect it because of
concerns that cyclical stocks had peaked. Going forward, I think investing
in these types of stocks looks good. If the marketplace's bet is right and
deep cyclicals are done growing, then these stocks could drop somewhat.
However, if the marketplace is wrong - which is not uncommon - and earnings
growth for cyclical companies has not peaked, then these stocks could do
very well. Frankly, I like those odds.
Q. LET'S SWITCH DIRECTION AND DISCUSS THE FUND'S BONDS. WE'VE TALKED ABOUT
EMERGING MARKET BONDS. WERE THERE BONDS THAT DID WELL?
A. Yes, long-term U.S. Treasury bonds, which made up about 13% of the fund 
at the end of the period. These bonds rallied over the past six months,
boosting the fund's performance.
Q. RICH, DESPITE A FAIRLY TOUGH INVESTMENT ENVIRONMENT IN THE PAST FEW
MONTHS, YOU MADE ALMOST NO CHANGES IN YOUR TOP FIVE STOCKS. WHAT'S BEHIND
THIS?
A. Even though some of my top five stocks - especially energy companies
Schlumberger and British Petroleum - had a rough few months, I still think
they all have excellent fundamentals and will be strong performers in the
future. I should point out that I did add United Technologies Corp.,  which
manufactures aerospace equipment, elevators, air conditioners and auto
parts, to my top five stocks. It looked good because its stock was
inexpensive and it was seeing the benefits of cost-cutting measures.
Q. DERIVATIVES ARE STILL IN THE NEWS. DID THE FUND OWN THEM?
A. Yes. About 11% of the fund was hedged with forward foreign currency
contracts, a common type of derivative, at the end of the period. I used
these investments to hedge against foreign currency - especially yen -
fluctuations and to protect the value of the fund's foreign investments.
Keep in mind, I did not use these contracts to speculate on any market, but
to protect the fund from currency risk, especially the risk of the
overpriced yen.
Q.  HOW DOES THE FUND LOOK GOING FORWARD?
A. In terms of its stock investments, I'm fairly optimistic because a
number of foreign countries, including most European countries and Japan,
are well into economic recoveries. In this environment, I think the fund's
deep cyclical stocks that do business internationally will probably do
well. On the bond side, I expect to reduce the fund's investments in longer
maturity bonds because I believe the rally in the long bond market is
pretty much finished. As a result of rising short-term interest rates,
shorter-term bonds are beginning to look more attractive.
FUND FACTS
GOAL: high income with 
preservation of capital. The 
fund also considers the 
potential for growth of capital
START DATE: April 16, 1947
SIZE: as of January 31, 
1995, more than $11 billion
MANAGER: Richard Fentin, 
since April 1987; manager 
Fidelity Growth Company 
Fund, January 1983 - April 
1987; joined Fidelity in 1980
(checkmark)
RICH FENTIN ON PURITAN FUND'S 
PHILOSOPHY: 
"The fund buys value stocks 
and bonds - or stocks and 
bonds that are relatively 
inexpensive but have strong 
capital appreciation potential 
- - and generally avoids 
expensive securities. This 
approach usually pays off for 
the fund as these 
value-oriented investments 
increase in price. However, 
sometimes the market goes 
through periods when 
expensive stocks do well and 
inexpensive ones don't. 
We have been experiencing 
such a period over the past 
three months.
"Still, I'm not going to change 
the stripes of the fund and buy 
expensive stocks just 
because they appear to have 
upward momentum. For 
instance, many people are 
buying a high-quality growth 
stock, such as Coca Cola, 
because its stock price is 
increasing. But I think Coke's 
too expensive and that it won't 
be a good value for the fund in 
the long run. So it doesn't look 
like a bargain to me. 
"Ultimately, I believe the 
fund's value philosophy is 
the best way to serve its 
shareholders." 
INVESTMENT CHANGES
 
 
TOP FIVE STOCKS AS OF JANUARY 31, 1995
                                % OF FUND'S    % OF FUND'S       
                                INVESTMENTS    INVESTMENTS IN    
                                               THESE STOCKS 6    
                                               MONTHS AGO        
 
Schlumberger Ltd.               2.6            2.2               
 
British Petroleum PLC ADR       1.5            1.5               
 
Philip Morris Companies, Inc.   1.4            1.2               
 
Loews Corp.                     1.3            1.4               
 
United Technologies Corp.       1.1            0.6               
 
TOP FIVE BONDS AS OF JANUARY 31, 1995
      % OF FUND'S    % OF FUND'S       
      INVESTMENTS    INVESTMENTS IN    
                     THESE BONDS 6     
                     MONTHS AGO        
 
United States Government (various issues)   14.8   9.2   
 
Argentina Republic  (various issues)        1.7    2.6   
 
French Government (various issues)          1.0    1.1   
 
New Zealand Government (various issues)     0.5    0.8   
 
Treuhandanstalt (various issues)            0.5    0.1   
 
TOP FIVE MARKET SECTORS AS OF JANUARY 31, 1995
                     % OF FUND'S    % OF FUND'S      
                     INVESTMENTS    INVESTMENTS IN   
                                    THESE MARKET     
                                    SECTORS          
                                    6 MONTHS AGO     
 
Energy               11.1           10.3             
 
Finance              10.8           14.6             
 
Basic Industries     8.5            11.3             
 
Retail & Wholesale   6.3            6.2              
 
Nondurables          5.1            4.6              
 
ASSET ALLOCATION
AS OF JANUARY 31, 1995* AS OF JULY 31, 1994** 
Row: 1, Col: 1, Value: 5.6
Row: 1, Col: 2, Value: 2.6
Row: 1, Col: 3, Value: 28.4
Row: 1, Col: 4, Value: 63.4
Row: 1, Col: 1, Value: 2.3
Row: 1, Col: 2, Value: 3.6
Row: 1, Col: 3, Value: 30.1
Row: 1, Col: 4, Value: 64.0
Stocks 63.4%
Bonds 28.4%
Convertible
securities 2.6%
Short-term and
other investments 5.6%
FOREIGN
INVESTMENTS 23.5%
Stocks 64.0%
Bonds 30.1%
Convertible
securities 3.6%
Short-term and
other investments 2.3%
FOREIGN
INVESTMENTS 31.2%
*
*
*
   
INVESTMENTS JANUARY 31, 1995
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 62.2%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 0.8%
AEROSPACE & DEFENSE - 0.7%
Flightsafety International, Inc.   778,600 $ 29,197
Lockheed Corp.   487,000  35,064
Martin Marietta Corp.   450,000  20,081
  84,342
DEFENSE ELECTRONICS - 0.1%
Raytheon Co.   158,300  10,567
SHIP BUILDING & REPAIR - 0.0%
Celsius Industrier AB Class B  200,000  4,462
TOTAL AEROSPACE & DEFENSE   99,371
BASIC INDUSTRIES - 7.6%
CHEMICALS & PLASTICS - 5.0%
Betz Laboratories, Inc. (g)  2,122,400  97,896
CBI Industries, Inc.   286,000  6,650
Dow Chemical Co.   134,600  8,396
du Pont (E.I.) de Nemours & Co.   280,100  14,915
Goodrich (B.F.) Company  10,000  434
Grace (W.R.) & Co.   3,330,464  129,055
Great Lakes Chemical Corp.   2,146,500  122,082
Hoechst AG Ord.   110,100  23,219
Imperial Chemical Industries PLC ADR  68,800  3,208
Nalco Chemical Co.   3,184,400  109,066
Olin Corp.   156,000  7,761
Shinetsu Chemical  1,606,000  27,394
Union Carbide Corp.   1,305,700  33,295
  583,371
IRON & STEEL - 0.0%
Armco, Inc. (a)  688,300  4,388
METALS & MINING - 1.0%
Alcan Aluminium Ltd.   3,274,900  79,134
Alumax, Inc. (a)  1,000,100  25,378
Reynolds Metals Co.   71,600  3,580
  108,092
PACKAGING & CONTAINERS - 0.1%
Carnaudmetalbox SA  285,000  9,861
Sonoco Products Co.   245,500  5,155
  15,016
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - 1.5%
Albany International Corp. Class A  10,000 $ 179
Champion International Corp.   1,673,000  63,992
Enso-Gutzeit Class R free shares  300,000  2,453
International Paper Co.   322,797  22,959
Jefferson Smurfit Corp. (a)  810,000  13,061
Kymmene Corp.   100,000  2,746
Mail-Well Holdings, Inc. (a)  7,500  38
QUNO Corp. (a)  223,300  4,067
QUNO Corp. (a)(i)  49,300  898
Repola  550,000  9,687
Stone Container Corp. (a)  723,400  12,298
Stora Kopparbergs Class A free shares  279,500  17,832
Union Camp Corp.   391,000  18,425
Westvaco Corp.   211,100  7,679
Weyerhaeuser Co.   10,000  379
  176,693
TOTAL BASIC INDUSTRIES   887,560
CONGLOMERATES - 2.2%
Allied-Signal, Inc.   923,500  33,015
Brascan Ltd. Class A  950,000  12,575
Coltec Industries, Inc. (a)  1,426,800  22,115
Crane Co.   1,228,800  33,638
Textron, Inc.   334,000  17,243
Tomkins PLC Ord.   3,407,700  11,953
United Technologies Corp.   2,010,800  129,194
  259,733
CONSTRUCTION & REAL ESTATE - 1.2%
CONSTRUCTION - 0.0%
Centex Corp.   65,100  1,481
ENGINEERING - 0.4%
EG & G, Inc. (g)  3,170,000  44,380
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - 0.8%
Associated Estates Realty Corp.  87,700 $ 1,809
Bradley Real Estate, Inc.   20,000  303
Cali Reality Corp. (a)  314,500  5,032
Carr Realty Corp.   98,200  1,768
CenterPoint Properties Corp.   75,000  1,444
Crown American Realty Trust (SBI)  735,200  10,017
Developers Diversified Realty  80,000  2,260
Equity Residential Property Trust (SBI)  161,600  4,303
Excel Realty Trust, Inc.   61,800  1,035
Federal Realty Investment Trust (SBI)  152,900  3,192
Glimcher Realty Trust  162,500  3,270
Haagen Alexander Properties, Inc.   185,000  2,867
Kimco Realty Corp.   158,200  5,715
LTC Properties, Inc.   362,600  4,623
Liberty Property Trust (SBI)  277,500  5,481
Macerich Company  397,600  8,051
Mid Atlantic Realty Trust,  272,000  2,142
RFS Hotel Investors, Inc.  600,000  8,100
Simon Properties Group, Inc.  465,400  10,878
Taubman Centers, Inc.   57,000  513
Urban Shopping Centers, Inc.  160,000  3,320
Vornado Realty Trust  55,100  1,908
  88,031
TOTAL CONSTRUCTION & REAL ESTATE   133,892
DURABLES - 4.4%
AUTOS, TIRES, & ACCESSORIES - 2.2%
Cooper Tire & Rubber Co.   10,000  260
Genuine Parts Company  326,500  11,958
Honda Motor Co. Ltd.   2,827,000  43,966
Johnson Controls, Inc.   1,562,600  74,224
Snap-on Tools Corp.   1,785,900  56,479
Suzuki Motor Corp.   515,000  4,780
Toyota Motor Corp.   3,750,000  71,489
  263,156
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
CONSUMER ELECTRONICS - 1.1%
Matsushita Electric Industrial Co. Ltd.   4,719,000 $ 65,341
Sony Corp.   1,322,200  60,893
  126,234
TEXTILES & APPAREL - 1.1%
Burlington Industries, Inc. (a)  2,360,200  25,372
Liz Claiborne, Inc.   1,153,300  19,174
Nisshinbo Industries  791,000  8,333
Russell Corp.   107,000  3,157
Shaw Industries, Inc.   54,500  811
Stride Rite Corp.   1,326,100  14,421
Unifi, Inc.   1,865,800  50,843
  122,111
TOTAL DURABLES   511,501
ENERGY - 9.8%
COAL - 0.0%
Eastern Enterprises Co.   32,900  876
MAPCO, Inc.   51,300  2,668
  3,544
ENERGY SERVICES - 4.5%
Baker Hughes, Inc.   3,835,100  67,594
Halliburton Co.   2,200,300  79,761
Helmerich & Payne, Inc. (g)  1,343,700  34,264
Marine Drilling Companies, Inc. (a)  500,000  1,250
McDermott International, Inc.   1,594,800  41,066
Schlumberger Ltd.   5,786,200  305,222
  529,157
OIL & GAS - 5.3%
Amerada Hess Corp.   2,155,300  97,797
British Petroleum PLC:
Ord.   6,742,447  43,678
 ADR  2,216,922  172,089
Burlington Resources, Inc.   1,438,300  49,621
Cabot Oil & Gas Corp. Class A  717,800  8,973
Coastal Corp. (The)  1,915,500  51,719
Kerr-McGee Corp.   242,700  11,498
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Mesa, Inc. (a)  95,994 $ 468
Murphy Oil Corp.   940,400  40,907
Occidental Petroleum Corp.   2,499,500  46,866
Petro-Canada, Inc.  557,200  4,455
Renaissance Energy Ltd.   130,000  2,298
Royal Dutch Petroleum Co.   102,200  11,434
San Juan Basin Royalty Trust (UBI)  1,469,600  9,185
Sun Company, Inc. (a)  10,000  290
Total SA Class B:
Ord   751,024  42,344
 sponsored ADR  222,947  6,326
Unocal Corp.   897,744  23,454
  623,402
TOTAL ENERGY   1,156,103
FINANCE - 6.7%
BANKS - 0.3%
Bank of New York Co., Inc.   66,600  1,998
Chase Manhattan Corp. (warrants) (a)  50,221  201
Deutsche Bank AG  80,000  36,236
Grant Street National Bank (a)  1,047,299  164
Shawmut National Corp. (warrants) (a)  1,436  5
  38,604
CREDIT & OTHER FINANCE - 0.4%
American Express Co.   1,655,827  52,159
INSURANCE - 4.0%
ACE Ltd. (a)  369,800  9,106
Alexander & Alexander Services, Inc.   236,100  4,752
Allstate Corp.   2,907,700  70,147
Berkley (W.R.) Corp. (g)  885,000  32,966
Loews Corp.   1,702,300  157,250
MBIA, Inc.   524,100  31,643
NAC Re Corp.   707,900  23,361
Old Republic International Corp.   553,000  12,650
Providian Corp.   30,000  1,028
SAFECO Corp.   69,100  3,645
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Travelers, Inc. (The)  3,142,249 $ 115,870
Western National Corp.   399,000  4,738
  467,156
SAVINGS & LOANS - 0.8%
Ahmanson (H.F.) & Co.   3,373,928  55,248
Golden West Financial Corp.   905,200  33,492
  88,740
SECURITIES INDUSTRY - 1.2%
Bear Stearns Companies, Inc.   619,000  10,291
Daiwa Securities Co. Ltd.   1,264,000  16,360
ECM Corp. L.P. (i)  6,318  632
Edwards (A.G.), Inc.   531,700  9,637
Lehman Brothers Holdings, Inc.   496,500  8,441
Morgan Stanley Group, Inc.   211,000  12,686
Nomura Securities Co. Ltd.   4,015,000  78,153
PaineWebber Group, Inc.   356,400  5,346
  141,546
TOTAL FINANCE   788,205
HEALTH - 3.2%
DRUGS & PHARMACEUTICALS - 1.9%
American Home Products Corp.   1,161,600  81,457
Bristol-Myers Squibb Co.   659,600  40,566
Rhone Poulenc Rorer, Inc.   69,800  2,722
Sankyo Co. Ltd.   2,044,000  48,401
Schering AG  51,800  36,900
Sigma Aldrich Corp.   372,400  13,313
Takeda Chemical Industries Ltd.   403,000  4,974
  228,333
MEDICAL EQUIPMENT & SUPPLIES - 1.3%
Acuson Corp. (a)  200,900  3,214
Baxter International, Inc.   2,189,500  64,590
Boston Scientific Corp. (a)  723,600  13,387
Pall Corp.   3,492,300  66,354
  147,545
TOTAL HEALTH   375,878
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HOLDING COMPANIES - 0.3%
Brierley Investments Ltd.   35,224,151 $ 25,838
Lagardere Groupe SCA (Reg.)  600,000  13,287
  39,125
INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%
ELECTRICAL EQUIPMENT - 1.1%
AMETEK, Inc. (g)  2,994,800  48,291
Ampex Corp. (a):
Class A (warrants)  93,551  111
 Class C (g)  346  1
Mitsubishi Electric Co. Ord.   7,286,000  44,666
Omron Corp.   1,885,000  32,342
Westinghouse Electric Corp.   20,000  280
  125,691
INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%
Caterpillar, Inc.   386,600  19,910
Cooper Industries, Inc.   920,100  35,194
Gardner Denver Machinery, Inc. (a)  1,200  14
Goulds Pumps, Inc. (g)  1,088,900  22,050
Harnischfeger Industries, Inc.   1,236,100  32,911
Keystone International, Inc.   1,468,100  24,957
Mitsubishi Heavy Industry  6,256,000  42,182
Terex Corp. (rights) (a)  5,610  3
Thermadyne Holdings Corp. (a)  82,059  974
Valmet Corp. Ord. (a)  1,000,000  18,451
Watts Industries, Inc. Class A  3,000  60
  196,706
POLLUTION CONTROL - 0.3%
Safety Kleen Corp.   1,074,800  16,928
WMX Technologies, Inc.   700,000  19,863
  36,791
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   359,188
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - 0.5%
ENTERTAINMENT - 0.0%
Live Entertainment, Inc. (a)(h):
$2.00 (warrants)  256,000 $ 64
 $2.72 (warrants)  244,705  61
  125
LEISURE DURABLES & TOYS - 0.1%
Rawlings Sporting Goods, Inc. (a)(g)  799,500  9,994
LODGING & GAMING - 0.4%
Accor SA  300,000  30,321
Bally's Gaming International, Inc. (a)  84,392  654
Bally's Gaming International, Inc., (warrants) (a)  135,000  945
Bally's Grand, Inc. (a):
(New)  238,531  2,713
 (warrants)  12,878  40
Forte PLC  2,750,000  10,254
Motels of America, Inc. (a)  3,000  249
Sun International Hotels Ltd.   39,107  1,447
Trump Plaza Holding Associates (warrants) (a)  270  135
  46,758
PUBLISHING - 0.0%
General Media, Inc. (warrants) (a)  1,110  17
McClatchy Newspapers, Inc. Class A  100,000  2,225
  2,242
TOTAL MEDIA & LEISURE   59,119
NONDURABLES - 4.7%
BEVERAGES - 0.6%
Seagram Co. Ltd.   2,354,700  67,777
FOODS - 1.5%
ConAgra, Inc.   2,613,300  80,686
Dole Food, Inc.   1,709,700  47,017
Flowers Industries, Inc.   201,600  3,604
Nestle SA (Reg.)  45,200  41,244
  172,551
HOUSEHOLD PRODUCTS - 0.5%
First Brands Corp.   546,100  18,363
London International Group (a)  10,370,000  14,575
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - CONTINUED
Rubbermaid, Inc.   433,600 $ 13,062
Stanhome, Inc.   342,900  10,030
  56,030
TOBACCO - 2.1%
Imasco Ltd.   534,800  15,346
Philip Morris Companies, Inc.   2,764,400  164,827
RJR Nabisco Holdings Corp. (a)  12,135,614  71,297
  251,470
TOTAL NONDURABLES   547,828
PRECIOUS METALS - 0.1%
Agnico Eagle Mines Ltd.   1,169,400  10,597
Sudbury Contact Mines, Ltd. (a)  345,000  3,831
  14,428
RETAIL & WHOLESALE - 6.2%
APPAREL STORES - 1.3%
Charming Shoppes, Inc.   4,339,600  27,665
Edison Brothers Stores, Inc.   1,068,000  13,217
Filene's Basement Corp. (a)(g)  1,927,310  6,746
Gap, Inc.   418,900  13,614
Lamonts Apparel, Inc. (a)  50,220  6
Lamonts Apparel, Inc. (warrants) (a)  92,674  --
Limited, Inc. (The)  5,605,400  94,591
United States Shoe Corp.   113,700  2,288
  158,127
GENERAL MERCHANDISE STORES - 2.9%
Dayton Hudson Corp.   1,318,900  90,510
Dillard Department Stores, Inc. Class A  2,104,800  55,251
Family Dollar Stores, Inc.   999,600  13,495
Federated Department Stores, Inc. (a)  3,157,110  59,590
Federated Department Stores, Inc. (a):
Class C (warrants)  157,911  671
 Class D (warrants)  157,911  711
Ito Yokado Co. Ltd.   707,000  32,418
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - CONTINUED
Mac Frugals Bargains, Inc. (a)  177,900 $ 2,913
Price/Costco, Inc. (a)  1,481,000  20,364
Sears, Roebuck & Co.   1,465,100  64,647
  340,570
GROCERY STORES - 1.3%
FF Holdings Corp. (a)(h)  39,600  79
Fleming Companies, Inc.   1,624,555  33,100
Food 4 Less Holdings, Inc. (warrants) (a)   14,206  431
Giant Food, Inc. Class A  972,200  21,996
Grand Union Capital Corp. Class B (a)  5,975  1
Grand Union Co. (warrants) (a)  2,130  --
Great Atlantic & Pacific Tea Co., Inc.   1,647,800  30,690
Supervalu, Inc.   2,941,600  69,863
  156,160
RETAIL & WHOLESALE, MISCELLANEOUS - 0.7%
Barrys Jewelers, Inc. (warrants) (a)  5,697  2
Barrys Jewelers, Inc. (a)  45,576  228
Duty Free International, Inc.   1,029,700  8,753
Fabri-Centers of America, Inc. (a)  441,800  7,234
Fingerhut Companies, Inc.   273,400  4,101
Finlay Enterprises, Inc. (a)  3,670  55
Sotheby's Holdings, Inc. Class A (g)  1,981,100  21,544
Toys "R" Us, Inc. (a)  800,000  23,400
Uny Co., Ltd.  1,332,000  20,582
  85,899
TOTAL RETAIL & WHOLESALE   740,756
SERVICES - 3.0%
ADVERTISING - 0.3%
WPP Group PLC  1,869,800  3,368
WPP Group PLC ADR  541,000  1,894
WPP Group PLC (i)  13,740,000  24,531
  29,793
LEASING & RENTAL - 0.0%
PHH Corp.   20,000  738
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
SERVICES - CONTINUED
PRINTING - 1.1%
Deluxe Corp.   1,086,200 $ 29,056
Donnelley (R.R.) & Sons Co.   1,588,100  48,040
Harland (John H.) Co.   5,000  108
Komori Corp.   757,000  18,533
Nashua Corp.   235,700  4,537
Standard Register Co.   97,200  1,628
Toppan Printing Co. Ltd.   1,667,000  22,078
Wallace Computer Services, Inc.   12,800  368
  124,348
SERVICES - 1.6%
ADT Ltd.   2,431,900  24,319
Angelica Corp.   10,000  264
BET Public Ltd. Co. Ord.   28,864,900  46,975
CPI Corp.   331,400  4,888
Jostens, Inc.   2,056,500  38,559
National Service Industries, Inc.   424,300  10,979
Western Atlas, Inc. (a)  1,251,700  45,844
  171,828
TOTAL SERVICES   326,707
TECHNOLOGY - 3.9%
COMPUTER SERVICES & SOFTWARE - 0.2%
Mentor Graphics Corp. (a)  1,860,000  24,877
COMPUTERS & OFFICE EQUIPMENT - 1.4%
Canon, Inc.   3,401,000  50,163
Casio Computer Co. Ltd. Ord.   2,995,000  32,454
Fujitsu Ltd.   1,400,000  12,038
International Business Machines Corp.   982,400  70,856
  165,511
ELECTRONIC INSTRUMENTS - 0.1%
Measurex Corp.   582,700  13,548
ELECTRONICS - 1.7%
AMP, Inc.   1,318,300  93,599
Hitachi Ltd.   9,097,000  77,950
Nitto Denko Corp.   1,420,000  20,517
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Thomas & Betts Corp.   81,500 $ 5,328
Toshiba Corp.   218,000  1,343
  198,737
PHOTOGRAPHIC EQUIPMENT - 0.5%
Eastman Kodak Co.   10,000  490
Fuji Photo Film Co. Ltd.   1,282,000  27,784
Polaroid Corp.   1,143,300  35,014
  63,288
TOTAL TECHNOLOGY   465,961
TRANSPORTATION - 1.6%
AIR TRANSPORTATION - 0.2%
Continental Airlines, Inc. (a):
Class A  827  7
 Class B  2,298  19
KLM Royal Dutch Airlines (a)  102,300  2,749
KLM Royal Dutch Airlines Ord. (a)   585,700  15,665
  18,440
RAILROADS - 0.8%
Burlington Northern, Inc.   50,000  2,291
CSX Corp.   10,000  716
Canadian Pacific Ltd. Ord.   3,579,234  48,650
Illinois Central Corp., Series A  1,149,000  37,773
  89,430
TRUCKING & FREIGHT - 0.6%
Airborne Freight Corp.   548,400  12,065
Roadway Services, Inc.   1,095,300  54,765
  66,830
TOTAL TRANSPORTATION   174,700
UTILITIES - 2.9%
ELECTRIC UTILITY - 0.6%
Baltimore Gas & Electric Co.   52,000  1,261
DPL, Inc.   117,700  2,531
Fuji Electric Co., Ltd.   2,466,000  12,272
Great Bay Power (a)  46,683  373
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
New England Electric Systems  96,800 $ 3,219
Veba AG Ord.   154,900  52,084
  71,740
GAS - 0.3%
ENSERCH Corp.   1,124,700  14,621
UGI Corp. (warrants) (a)  13,633  3
Williams Companies, Inc.   688,400  18,587
  33,211
TELEPHONE SERVICES - 2.0%
Ameritech Corp.  1,148,100  50,373
Koninklijke PPT Nederland  1,164,900  38,177
Koninklijke PPT Nederland (a)(i)  653,900  21,431
NYNEX Corp.   3,158,100  124,745
  234,726
TOTAL UTILITIES   339,677
TOTAL COMMON STOCKS
(Cost $7,061,755)   7,279,732
PREFERRED STOCKS - 3.0%
CONVERTIBLE PREFERRED STOCKS - 1.8%
BASIC INDUSTRIES - 0.1%
IRON & STEEL - 0.0%
Bethlehem Steel Corp. $5.00  16,300  844
METALS & MINING - 0.1%
Alumax, Inc., Series A, $4.00 (a)  6,233  682
Reynolds Metals Co. $3.31  330,400  16,190
  16,872
TOTAL BASIC INDUSTRIES   17,716
ENERGY - 0.7%
ENERGY SERVICES - 0.1%
McDermott International, Inc. Series C, $2.875  (i)  300,000  12,450
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
ENERGY - CONTINUED
OIL & GAS - 0.6%
Atlantic Richfield Co. exchangeable  993,600 $ 23,350
Occidental Petroleum Corp. $3.875 (i)  389,500  18,696
Unocal Corp. $3.50 (a)(i)  510,500  24,504
  66,550
TOTAL ENERGY   79,000
HEALTH - 0.2%
MEDICAL EQUIPMENT & SUPPLIES - 0.2%
U.S. Surgical Corp. $2.20 (i)  782,000  20,919
INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%
ELECTRICAL EQUIPMENT - 0.5%
Ampex Corp. 8% (a)  3,217  1,222
Westinghouse Electric Corp. $1.30 (i)  3,708,000  52,376
  53,598
MEDIA & LEISURE - 0.0%
ENTERTAINMENT - 0.0%
Live Entertainment, Inc., Series B, pay-in-kind  508,660  2,003
LODGING & GAMING - 0.0%
Bally Entertainment Corp., Series D, exchangeable (a)  4,303  112
TOTAL MEDIA & LEISURE   2,115
RETAIL & WHOLESALE - 0.0%
RETAIL & WHOLESALE, MISCELLANEOUS - 0.0%
Town & Country Corp. $2.00 (a)  112,098  140
TECHNOLOGY - 0.0%
COMPUTERS & OFFICE EQUIPMENT - 0.0%
Alpine Group 8%  1,585  71
TRANSPORTATION - 0.2%
TRUCKING & FREIGHT - 0.2%
Consolidated Freightways, Inc. Series C, $1.54   947,000  19,768
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
UTILITIES - 0.1%
TELEPHONE SERVICES - 0.1%
Philippine Long Distance Telephone (GDR)  200,000 $ 10,000
TOTAL CONVERTIBLE PREFERRED STOCKS   203,327
NONCONVERTIBLE PREFERRED STOCKS - 1.2%
BASIC INDUSTRIES - 0.0%
IRON & STEEL - 0.0%
Stelco, Inc., Series B, 7.76%  22,425  377
CONSTRUCTION & REAL ESTATE - 0.0%
CONSTRUCTION - 0.0%
UDC Homes, Inc. prime exchangeable  159,536  598
DURABLES - 0.1%
AUTOS, TIRES, & ACCESSORIES - 0.1%
Volkswagen AG $12.00  87,000  17,349
ENERGY - 0.1%
OIL & GAS - 0.1%
Gulf Canada Resources Ltd. (a)(h)  46,430  110
Gulf Canada Resources Ltd. Series 1, adj. rate  2,369,770  5,924
  6,034
FINANCE - 0.6%
BANKS - 0.4%
BankAmerica Corp. Series 1 adj. rate  182,500  8,669
Chase Manhattan Corp., Series J, 9.08%  258,524  6,625
First Fidelity Bancorporation, Series D adj. rate  76,780  7,390
First Interstate Bancorp depositary shares representing 
1/8 share, Series G, 9%  208,000  5,304
Fleet Financial Group, Inc. depository shares representing
1/4 share. Series IV perpetual  5,089  130
Shawmut National Corp. depositary shares representing 
1/10th share 9.30%  369,700  9,288
Summit Bancorporation adj. rate  105,069  2,115
Wells Fargo, Series C, 9%  316,050  8,059
  47,580
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - 0.0%
Household International, Inc. depositary shares 
representing 1/4, Series 89-A, 9 1/2%  162,100 $ 4,215
INSURANCE - 0.0%
Travelers, Inc. Series D, 9 1/4%  122,980  3,166
SAVINGS & LOANS - 0.2%
Ahmanson (H.F.) & Co. depositary shares representing 
1/2 share Series B, 9.60%  206,000  5,304
First Nationwide Bank 11 1/2%,  142,613  13,798
Washington Mutual Savings Bank Seattle Series C, 9 1/8%  24,000  597
  19,699
TOTAL FINANCE   74,660
TECHNOLOGY - 0.0%
ELECTRONICS - 0.0%
Berg Electronics Holding Corp., Series E, $3.4687   189,984  4,940
UTILITIES - 0.4%
ELECTRIC UTILITY - 0.4%
Cleveland Electric Illuminating Co., Series M adj. rate (a)  31,663  3,107
Gulf States Utilities Co.:
$1.75  500,000  11,313
 $9.96  14,788  1,499
 Series A, adj. rate  41,940  4,131
 Series B, adj. rate  82,405  3,955
Long Island Lighting Co. $7.95  496,477  11,667
Public Service Co. of New Hampshire Co., Series A  404,707  10,421
Texas Utilities Electric Co., Series B, adj. rate  16,155  1,426
  47,519
GAS - 0.0%
Transcontinental Gas Pipelines $6.65  29,062  2,848
TOTAL UTILITIES   50,367
TOTAL NONCONVERTIBLE PREFERRED STOCKS   154,325
TOTAL PREFERRED STOCKS
(Cost $372,963)   357,652
CORPORATE BONDS - 10.0%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
CONVERTIBLE BONDS - 0.8%
BASIC INDUSTRIES - 0.0%
PAPER & FOREST PRODUCTS - 0.0%
Stone Container Corp. 8 7/8%, 7/15/00 (i)  B2 $ 1,100 $ 1,815
CONGLOMERATES - 0.4%
Hanson America, Inc. 2.39%, 3/1/01 (i)  A3  12,800  9,280
Hanson PLC euro 9 1/2%, 1/31/06  A2 GBP 19,500  31,811
  41,091
CONSTRUCTION & REAL ESTATE - 0.1%
BUILDING MATERIALS - 0.0%
Cemex SA 4 1/4%, 11/1/97 (i)  Ba3  7,700  5,313
REAL ESTATE INVESTMENT TRUSTS - 0.1%
Centerpoint Properties 8.22%, 1/15/04  -  1,854  1,933
LTC Properties, Inc. 8 1/2%, 1/1/00  -  2,088  2,088
Liberty Property L. P. 8%, 7/1/01  -  1,962  1,950
Sizeler Property Investors, Inc. 8%, 7/15/03  -  1,000  860
  6,831
TOTAL CONSTRUCTION & REAL ESTATE   12,144
ENERGY - 0.0%
OIL & GAS - 0.0%
USX-Marathon Group 7%, 6/15/17  BB-  4,490  3,676
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
ELECTRICAL EQUIPMENT - 0.0%
Ampex Corp., Series C, 0%, 6/30/97  -  762  282
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
Cooper Industries, Inc. 7.05%, 1/1/15  BBB+  21,962  21,715
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   21,997
PRECIOUS METALS - 0.0%
Agnico Eagle Mines Ltd. yankee bonds 3 1/2%, 
1/27/04  B1  9,165  6,129
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
CONVERTIBLE BONDS - CONTINUED
UTILITIES - 0.1%
TELEPHONE SERVICES - 0.1%
Softe SA euro 4 1/4%, 7/30/98 (d)  - ITL 16,010 $ 11,269
TOTAL CONVERTIBLE BONDS   98,121
NONCONVERTIBLE BONDS - 9.2%
BASIC INDUSTRIES - 0.8%
CHEMICALS & PLASTICS - 0.1%
NL Industries, Inc.:
11 3/4%, 10/15/03  B1  3,300  3,325
 0%, 10/15/05 (f)  B2  1,530  956
Trans Resources, Inc. 14 1/2%, 9/1/96  B2  515  520
  4,801
IRON & STEEL - 0.2%
Inland Steel Industries, Inc. 12 3/4%, 12/15/02  Ba3  4,225  4,537
Republic Engineered Steels, Inc. 9 7/8%, 
12/15/01  B2  14,700  13,598
WCI Steel, Inc., Series B, 10 1/2%, 3/1/02  B1  9,220  8,724
  26,859
METALS & MINING - 0.1%
Kaiser Aluminum & Chemical Corp. 9 7/8%, 
2/15/02  B1  5,500  5,142
Sherritt Inc.:
 10 1/2%, 3/31/14  B1  1,800  1,724
 11%, 3/31/14  B1  2,500  1,621
  8,487
PACKAGING & CONTAINERS - 0.1%
Crown Packaging Holdings Ltd.:
10 3/4%, 11/1/00  B3  2,250  2,165
 0%, 11/1/03 (f)  Caa  8,160  3,774
Grupo Industrial Durango 9.6875%,
11/18/96 (i)(j)  BB  5,355  4,659
  10,598
PAPER & FOREST PRODUCTS - 0.3%
Alto Parana euro 12%, 3/4/95  -  2,460  1,599
Chesapeake Corp.:
10 3/8%, 10/1/00  Baa3  2,700  2,929
 9 7/8%, 5/1/03  Baa3  10,000  10,764
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - CONTINUED
Great Northern Nekoosa Corp. 9 1/8%, 2/1/98  Baa3 $ 7,800 $ 8,003
Indorayon Yankee 9 1/8%, 10/15/00  BB  2,090  1,651
Mail-Well Corp. 10 1/2%, 2/15/04  B-  1,150  1,012
Mail-Well Holdings, Inc. 0%, 2/15/06 (f)  -  1,500  615
Stone Container Corp.:
9 7/8%, 2/1/01  B1  8,330  7,799
 10 3/4%, 4/1/02  B2  2,250  2,160
Tjiwi Kimia International Finance Co. 
13 1/4%, 8/1/01  B1  1,500  1,440
  37,972
TOTAL BASIC INDUSTRIES   88,717
CONGLOMERATES - 0.1%
Jordan Industries, Inc.:
10 3/8%, 8/1/03  B3  3,500  3,185
 0%, 8/1/05 (f)  Caa  14,370  7,616
Sequa Corp. 9 3/8%, 12/15/03  B3  1,840  1,569
   12,370
CONSTRUCTION & REAL ESTATE - 0.4%
BUILDING MATERIALS - 0.4%
Adience, Inc. 11%, 6/15/02  -  1,415  1,026
Building Materials Corp., America 0%, 7/1/04 (f)  B1  22,370  11,297
Cemex SA (i):
8 7/8%, 6/10/98  Ba2  1,750  1,391
 10%, 11/5/99  Ba2  5,000  3,900
 9 1/2%, 9/20/01  Ba2  12,000  8,010
DAL Tile International, Inc. secured, 0%, 7/15/98  Caa  13,310  8,452
Hillsborough/Jim Walter Corp. sinking fund 
13 3/4%, 2/1/03 (b)  Ca  875  525
PT Semen Cibinong 9%, 12/15/98 (i)  -  5,000  4,475
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
CONSTRUCTION & REAL ESTATE - CONTINUED
BUILDING MATERIALS - CONTINUED
Sunbelt (Cemex) Enterprises 8 1/2%,
5/4/95 (h)  - $ 5,000 $ 4,888
Tolmex SA de CV 8 3/8%, 11/1/03  Ba2  5,480  3,130
  47,094
CONSTRUCTION - 0.0%
UDC Homes 11 3/4%, 4/30/03  B2  510  357
REAL ESTATE - 0.0%
Bramalea Ltd. 0%, 3/22/98  -  2,778  1,583
TOTAL CONSTRUCTION & REAL ESTATE   49,034
DURABLES - 0.0%
AUTOS, TIRES, & ACCESSORIES - 0.0%
Clevite Industries Inc. sinking fund 
12 3/8%, 6/30/01  -  3,600  1,080
TEXTILES & APPAREL - 0.0%
Leslie Fay Companies, Inc. (b)(h):
9.53%, 1/15/00  -  1,130  768
 10.54%, 1/15/02  -  1,021  592
  1,360
TOTAL DURABLES   2,440
ENERGY - 0.5%
ENERGY SERVICES - 0.2%
McDermott International, Inc. 10 1/4%, 
6/1/95  Baa3  6,975  7,041
Petroliam Nasional Berhad yankee 
6 7/8%, 7/1/03 (i)  A2  12,000  10,906
  17,947
OIL & GAS - 0.3%
Deeptech International, Inc. 12%, 12/15/00  B3  5,730  5,157
Flores & Rucks, Inc. 13 1/2%, 12/1/04  B3  2,340  2,363
Petro-Canada yankee 8.60%, 10/15/01  Baa1  5,000  5,079
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
ENERGY - CONTINUED
OIL AND GAS - CONTINUED
Petroleos Mexicanos:
11.43%, 12/13/95 (i)  Ba2 $ 4,000 $ 4,035
 7.4375, 3/8/99 (i)(j)  -  15,000  13,725
Societe Nationale Elf Aquitaine 7 3/4%, 5/1/99  Aa3  2,850  2,819
  33,178
TOTAL ENERGY   51,125
FINANCE - 3.5%
ASSET BACKED SECURITIES - 0.3%
Capital Auto Receivables Asset Trust, 5.85%, 
1/15/98  Aaa  5,653  5,506
Discover Card Trust, 6 1/8%, 5/15/98   A2  3,700  3,620
Premier Auto Trust 4.95%, 2/2/99  A2  3,612  3,490
Standard Credit Card Master Trust I:
 participation Certificate, 5 1/2%, 9/7/98  A2  5,600  5,278
 6 1/4%, 9/7/98  A2  2,650  2,537
Standard Credit Card Master Trust 4.85%, 
3/7/99  A2  7,800  7,356
Union Federal Savings 1994-D 8.20%, 1/10/01  Baa2  2,344  2,361
  30,148
BANKS - 1.8%
Banco Ganadero SA euro 9 3/4%, 8/26/99   -  5,000  4,599
Banco Nacional de Commercio Exterior SNC: 
7 1/2%, 7/1/00  Ba2  25,000  18,438
 8%, 8/5/03 (i)  Ba2  7,000  4,655
Bancomer SA 9%, 6/1/00 (i)  Ba2  8,000  5,240
Bank of Boston Corp.:
9 1/2%, 8/15/97  Baa2  5,298  5,482
 10.30%, 9/1/00  Baa2  11,703  11,996
Banobras euro 10 3/4%, 8/16/96  Ba2  5,000  4,750
Citicorp:
euro:
 5.6875%, 7/10/97 (j)  A3  2,000  1,990
  6.075%, 1/30/98 (j)  A3  3,000  2,978
Continental Bank Corp. 6.3125%, 5/18/00 (j)  A2  9,500  9,453
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - CONTINUED
BANKS - CONTINUED
Corporacion Andina De Fomento yankee bonds 
7 1/4%, 4/30/98 (i)  Baa3 $ 5,900 $ 5,310
Export-Import Bank Korea 7.85%, 11/1/96  A1  13,200  13,210
First Hawaiian Bank secured 6.93%, 
12/1/03 (i)  A1  11,900  10,617
First Maryland Bancorp 10 3/8%, 8/1/99  Baa1  8,345  8,980
First USA Bank Wilmington 7.65%, 8/1/03  Ba1  18,000  16,528
HSBC Finance Nederland BV 7.40%,
4/15/03 (i)  A3  4,000  3,700
Korea Development Bank 9.60%, 12/1/00  A1  6,000  6,283
Manufacturers Hanover Trust, NY:
euro 6 5/8, 7/15/97 (j)  A2  500  499
  6 5/8%, 4/30/97 (j)  A3  500  498
Merchants National Corp. 9 7/8%, 10/1/99  A2  6,850  7,261
Midland International Financial Services BV euro 
0%, 3/6/99 (j)  -  5,000  4,925
Midlantic Corp.:
9 7/8%, 12/1/99  Baa3  17,640  18,447
 9.20%, 8/1/01  Baa3  11,850  12,075
Shawmut Corp.:
8 7/8%, 4/1/96  Baa1  1,840  1,860
 8 1/8%, 2/1/97  Baa1  9,125  9,173
Signet Banking Corp.:
6.4375%, 4/15/98 (j)  Baa1  6,210  6,109
 9 5/8%, 6/1/99  Baa1  7,500  7,806
Wells Fargo and Company euro 6 1/8%,
4/28/00 (j)  A3  2,000  1,953
  204,815
CREDIT & OTHER FINANCE - 0.8%
Chrysler Financial Corp. 9 1/2%, 12/15/99  A3  3,000  3,143
Comdata Network, Inc. 13 1/4%, 12/15/02  A3  3,960  4,242
General Motors Acceptance Corp.:
7%, 3/6/95  Baa1  6,000  6,004
 7 3/4%, 1/28/97  Baa1  4,250  4,230
Greyhound Financial Corp. 6.95%, 1/28/98  Baa2  2,000  1,936
Imperial Credit Industries 9 3/4%, 1/15/04  B1  2,000  1,480
La Salle National Trust NA, Trust No. 118501 
mortgage note (h)  -  1,962  1,962
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
Nacional Financiera SNC:
euro:
 5 7/8%, 2/17/98  - $ 5,000 $ 3,981
  9 3/8%, 7/15/02  Ba2  5,000  3,250
 yankee 9 3/8%, 4/23/99 (i)  Ba2  5,000  3,650
Treuhandanstalt:
5 3/4%, 4/29/99  Aaa DEM 69,700  43,567
 7 1/8%, 1/29/03  Aaa DEM 17,500  11,245
Westinghouse Credit Corp.:
9.04%, 6/1/98  Ba1  2,250  2,267
 9.30%, 6/7/99  Ba1  3,400  3,422
  94,379
INSURANCE - 0.3%
American Annuity Group, Inc. 11 1/8%,
2/1/03  B2  1,760  1,725
Metropolitan Life Insurance Co. 6 30%, 
11/1/03 (i)  Aa3  16,000  13,635
Nationwide Mutual Insurance Co. 6 1/2%,
2/15/04 (i)  Aa3  7,500  6,576
New York Life Insurance Co. 6.40%, 12/15/03 (i)  Aa2  9,500  8,220
Ohio National Life Insurance Co. 8 7/8%, 
7/15/04 (i)  A3  6,400  6,330
  36,486
SAVINGS & LOANS - 0.3%
Great Western Bank 10 1/4%, 6/15/00  A3  2,400  2,560
Great Western Financial Corp.
6 3/8%, 7/1/00  Baa1  5,130  4,697
Home Savings of America:
10 1/2%, 6/12/97  A3  3,820  3,937
 6%, 11/1/00  A3  10,500  9,384
USAT Holdings, Inc. 8.05%, 5/15/98 (i)  Ba2  19,550  18,573
  39,151
SECURITIES INDUSTRY - 0.0%
ECM Corp. extendible 14%, 6/1/02 (i)  -  1,557  1,712
TOTAL FINANCE   406,691
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
ELECTRICAL EQUIPMENT - 0.0%
Westinghouse Electric Corp.:
9.15%,1/20/98  Ba1 $ 950 $ 960
 8.73%, 2/13/98  Ba1  1,100  1,087
 9.40% 1/31/01  Ba1  1,725  1,725
  3,772
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
RHI Holdings, Inc. 11 7/8%, 3/1/99  B2  2,090  1,986
Specialty Equipment Companies, Inc. 11 3/8%,
12/1/03  B3  6,000  5,820
Thermadyne Holdings Corp.:
10 1/4%, 5/1/02  -  2,790  2,678
 10 3/4%, 11/1/03  -  8,819  8,466
  18,950
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   22,722
MEDIA & LEISURE - 1.4%
BROADCASTING - 0.5%
Citicasters, Inc. 9 3/4%, 2/15/04  B-  7,813  7,598
Grupo Televisa SA:
euro 10%, 11/9/97  Ba2  4,000  3,500
 9%, 4/7/96 (j)  Ba2  14,620  13,377
NWCG Holdings Corp. 0%, 6/15/99  Caa  9,640  5,230
Robin Media Group, Inc. 11 1/8%, 4/1/97  -  4,270  4,099
SCI Television, Inc. secured 11%, 6/30/05  B3  7,560  7,589
Telecommunications, Inc.:
7.13%, 2/2/98  Baa3  5,000  4,836
 6.58%, 2/15/05  Baa3  6,000  5,592
Time Warner, Inc. 6.05%, 7/1/95 (i)  Ba1  5,000  4,972
  56,793
ENTERTAINMENT - 0.0%
Live Entertainment, Inc. 10%, 9/1/98  -  2,325  1,395
LEISURE DURABLES & TOYS - 0.1%
IHF Capital Inc. 13%, 7/15/02 (1,000 IHF
Holdings, Inc. 0%, 11/15/04 and 1 IHF
Capital warrant) (i)  B3  4,000  4,020
IHF Holdings, Inc. 0%, 11/15/04 (1,000 ICON
Health 13%, 7/15/00 and 1 IHF Capital
warrant) (f)(i)  Caa  10,225  5,164
  9,184
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - 0.5%
Aztar Corp.:
11%, 10/1/02  B2 $ 2,750 $ 2,537
 13 3/4%, 10/1/04  B2  5,000  5,163
Bally's Gaming International, Inc., 10 3/8%, 
7/15/98  -  4,500  4,208
Boyd Gaming Corp. 10 3/4%, 9/3/03  B2  15,000  14,044
California Hotel Finance Corp. gtd. 11%, 
12/1/02  B2  5,000  4,775
GNF Corp., Series B, 10 5/8%, 4/1/03  B2  2,190  1,555
Grand Casino Resorts, Inc. gtd. 1st mtg. 
12 1/2%, 2/1/00  -  370  356
Harrah's Jazz Co. 14 1/4%, 11/15/01  B1  6,850  7,278
Host Marriott Corp.:
9 1/8%, 12/1/00  B1  995  970
 10 1/2%, 5/1/06  B1  655  652
 11%, 5/1/06  B1  1,366  1,371
Host Marriott Hospitality, Inc. 10 3/8%, 6/15/11  B1  2,626  2,626
Motels of America, Inc. 12%, 4/15/04  B3  3,440  3,474
President Riverboat Casinos 13%, 9/15/01 (i)  B2  5,000  4,575
Resorts International Hotel Financing, Inc. mtg. 
11%, 9/15/03  -  2,223  1,666
Sun International Hotels Ltd. 10 1/2%,
12/12/95 (h)  -  295  295
  55,545
PUBLISHING - 0.1%
News American Holdings, Inc.:
gtd. 9 1/8%, 10/15/99  Ba1  7,000  7,128
 8 5/8%, 2/1/03  Ba1  7,750  7,624
  14,752
RESTAURANTS - 0.2%
American Restaurant Group, Inc.
12%, 9/15/98 (New)  B2  270  250
 12%, 9/15/98  B2  4,430  4,098
Cafeteria Operators LP 11%, 6/30/98 (b)(h)  -  7,577  1,894
Flagstar Corp.:
10 7/8%, 12/1/02  B2  940  865
 11 1/4%, 11/1/04  Caa  16,185  13,029
  20,136
TOTAL MEDIA & LEISURE   157,805
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
NONDURABLES - 0.4%
BEVERAGES - 0.1%
Fomento Ecunomico Mexicano SA 
9 1/2%, 7/22/97 (i)  - $ 4,000 $ 3,590
Heileman Acquisition Corp. 9 5/8%, 1/31/04  B3  6,500  4,355
  7,945
FOODS - 0.0%
Ralcorp Holdings, Inc. 8 3/4%, 9/15/04  Ba1  2,100  2,069
HOUSEHOLD PRODUCTS - 0.3%
Mary Kay Corp. 10 1/4%, 12/31/00 (i)  B+  2,080  1,997
Revlon Consumer Products Corp.:
9 3/8%, 4/1/01  B2  1,230  1,092
 10 1/2%, 2/15/03  B3  4,010  3,548
Revlon Worldwide Corp. secured 0%, 3/15/98  B3  43,775  25,499
  32,136
TOBACCO - 0.0%
Empresas La Moderna SA 10 1/4%, 11/12/97 (i)  -  5,260  4,734
TOTAL NONDURABLES   46,884
RETAIL & WHOLESALE - 0.1%
APPAREL STORES - 0.0%
Apparel Retailers, Inc. 12 3/4%, 8/15/05  Caa  4,720  2,502
Lamonts Apparel Corp. 10 1/4%, 11/1/99 (b)  -  3,081  1,664
  4,166
GENERAL MERCHANDISE STORES - 0.0%
El Puerto de Liverpool SA de CV 7 1/4%, 
10/19/96 (i)  -  4,820  3,952
GROCERY STORES - 0.0%
Farm Fresh Holdings Corp.:
12 1/4%, 10/1/00  B2  1,030  927
 14 1/4%, 10/1/02 (i)  -  2,890  872
Pathmark Stores, Inc. 0%, 11/1/03 (f)  B3  1,700  867
  2,666
RETAIL & WHOLESALE, MISCELLANEOUS - 0.1%
Barrys Jewelers, Inc. 11%, 12/22/00  -  1,595  1,563
Color Tile, Inc. 10 3/4%, 12/15/01  B2  6,900  5,848
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Town & Country Corp.:
11 1/2%, 9/15/97  B1 $ 1,609 $ 1,335
 13%, 5/31/98  B3  2,859  2,007
  10,753
TOTAL RETAIL & WHOLESALE   21,537
SERVICES - 0.3%
GOVERNMENT SERVICES - 0.2%
Financiera Energetica Nacional:
6 5/8, 12/13/96  -  4,000  3,790
 9%, 11/8/99 (i)  BBB-  20,000  18,950
  22,740
LEASING & RENTAL - 0.1%
Acme Holdings, Inc. 11 3/4%, 6/1/00  Ca  2,950  1,003
GPA Delaware, Inc.:
8 1/2%, 3/3/97  -  5,700  4,888
 8 5/8%, 1/15/99  -  4,000  2,860
  8,751
PRINTING - 0.0%
Big Flower Press:
10 3/4%, 8/1/03  B3  390  362
 Class A, 10 3/4%, 8/1/03   B3  2,630  2,439
 Class B, 10 3/4%, 8/1/03   B3  830  770
  3,571
TOTAL SERVICES   35,062
TECHNOLOGY - 0.2%
COMPUTERS & OFFICE EQUIPMENT - 0.2%
Alpine Group, Inc. 13 1/2%, 12/28/95 (h)  Baa2  240  237
Comdisco, Inc.:
Bank Entry, 7.82%, 2/5/97  Baa2  2,000  1,991
 9 3/4%, 1/15/97  Baa2  5,850  6,017
 9.28%, 6/5/00  Baa2  2,000  2,062
 9.30%, 6/27/00  Baa2  2,000  2,070
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Comdisco, Inc. - continued
 9 1/4%, 7/6/00  Baa2 $ 7,625 $ 7,883
 9 1/2%, 1/28/02  Baa2  2,580  2,692
  22,952
ELECTRONICS - 0.0%
Berg Electronics, Inc. 11 3/8%, 5/1/03  B3  2,470  2,470
Grupo Condumex SA de CV 6 1/4%, 7/27/96 (i)  -  3,000  2,640
  5,110
TOTAL TECHNOLOGY   28,062
TRANSPORTATION - 0.1%
AIR TRANSPORTATION - 0.1%
AMR Corp. 9 1/2%, 7/15/98  Baa3  4,750  4,827
Continental Airlines, Inc. 2nd priority secured 
equipment certificate 11%, 3/15/95 (b)  Caa  450  -
US Air, Inc.:
9 5/8%, 9/1/03  B2  2,880  2,448
 10 3/8%, 3/1/13  B2  5,240  4,402
  11,677
TRUCKING & FREIGHT - 0.0%
Consolidated Freightways, Inc. 9 1/8%, 8/15/99  Baa3  2,000  2,013
TOTAL TRANSPORTATION   13,690
UTILITIES - 1.2%
CELLULAR - 0.0%
Horizon Cellular Telephone 0%, 10/1/00 (f)  Caa  6,300  4,489
ELECTRIC UTILITY - 0.8%
Comision Federal De Electricidad euro 
8%, 8/4/97  -  10,000  8,438
El Paso Funding Corp. lease obligation (b): 
9 3/8%, 10/1/96  Ca  880  502
 9.20%, 7/2/97  Ca  430  245
 10 3/4%, 4/1/13  Ca  8,390  4,782
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED 
Hydro-Quebec euro 6.6875%, 7/31/02 (j)  A+ $ 3,000 $ 2,907
Long Island Lighting Co.:
8 3/4%, 5/1/96  Baa3  5,000  5,033
 7.30%, 7/15/99  Ba1  17,800  16,340
N.A.E.C 9.05%, 6/1/02  Ba1  9,000  8,438
Public Service Co. of New Hampshire:
1st mtg. 9.17%, 5/15/98  Baa3  8,000  8,121
 contingent 15.23%, 7/1/00  Ba2  8,000  9,420
Systems Energy Resources, Inc. 1st. mtg. 
10 1/2%, 9/1/96  Baa3  1,000  1,032
Toledo Edison Co.:
secured 9.30%, 4/1/98  Baa3  8,500  8,361
 8.70%, 9/1/02  B1  3,500  2,857
United Illuminating Co.:
7 3/8%, 1/15/98  Baa3  4,000  3,873
 9.76%, 1/2/06  Baa3  13,135  13,482
  93,831
GAS - 0.4%
Centragas Transpotadora De Gas 10.65%,
12/1/10 (i)  BBB-  5,000  4,775
Columbia Gas System, Inc. (b):
7 1/2%, 10/1/97  Caa  2,000  2,254
 9.07%, 1/12/00  -  250  295
 10 1/4%, 8/1/11  Caa  1,420  1,825
 10.15%, 11/1/13  Caa  290  361
 9.43%, 10/12/19  Caa  1,250  1,527
Southwest Gas Corp.
9 3/4%,6/15 /02  Baa3  15,150  16,069
 9 3/8%, 2/1/17  Baa3  4,250  4,346
Texas Gas Transmission Corp. 8 5/8%, 4/1/04  Ba2  2,500  2,475
Transcontinental Gas Pipe Line Corp.:
9%, 11/15/96  Ba2  6,050  6,111
 extendible 9.41%, 5/15/00  Ba2  5,000  4,863
 8 7/8%, 9/15/02  Ba2  3,265  3,265
  48,166
TOTAL UTILITIES   146,486
TOTAL NONCONVERTIBLE BONDS   1,082,625
TOTAL CORPORATE BONDS
(Cost $1,269,904)   1,180,746
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 14.0%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
U.S. TREASURY OBLIGATIONS - 12.8%
7 1/4%, 11/15/96 to 5/15/04  Aaa $ 128,910 $ 126,854
5 5/8%, 1/31/98  Aaa  42,445  40,402
5 1/8%, 3/31/98  Aaa  73,100  68,417
9 1/4%, 8/15/98  Aaa  88,035  92,781
8 3/4%, 8/15/00  Aaa  16,030  16,897
6 1/4%, 2/15/03  Aaa  80,225  73,782
5 3/4%, 8/15/03  Aaa  225,865  199,784
7 7/8, 11/15/04  Aaa  76,690  78,140
11 5/8%, 11/15/04  Aaa  65,000  82,509
10 3/4%, 8/15/05  Aaa  91,260  111,280
12 3/4%, 11/15/10  Aaa  89,975  122,324
9 7/8%, 11/15/15  Aaa  71,300  86,351
8 7/8%, 8/15/17  Aaa  102,800  114,285
8 1/8%, 8/15/19  Aaa  195,430  202,118
12%, 8/15/23  Aaa  63,745  85,936
TOTAL U.S. TREASURY OBLIGATIONS   1,501,860
U.S. GOVERNMENT AGENCY OBLIGATIONS - 1.2%
Agency for International Development 
(guaranteed by U.S. government): 
 4 7/8%, 9/15/98  Aaa  7,100  6,452
  7 3/4%, 11/15/99  Aaa  10,000  9,978
  5 3/4%, 3/15/00  Aaa  1,025  936
  8%, 11/15/01  Aaa  2,960  2,978
  6 1/8%, 3/15/03  Aaa  6,800  6,069
Federal Home Loan Mortgage Corp.:
5.40%, 11/1/00  Aaa  5,795  5,112
 6.55%, 4/2/03  Aaa  10,000  9,091
Financing Corporation:
9.40%, 2/8/18  Aaa  3,000  3,380
 9.65%, 11/2/18  Aaa  8,400  9,647
 9.70%, 4/5/19  Aaa  6,525  7,531
Government Trust Certificates:
Class T-2 (assets of Trusts guaranteed by 
 U.S. Government through Defense Security 
 Assistance Agency) 9 5/8%, 5/15/02  Aaa  2,500  2,648
 Series 1994-F (assets of Trusts guaranteed by 
 U.S. Government through Export-Import
 Bank) 8.178%, 12/15/04  Aaa  14,294  14,352
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
Government Trust current coupon certificate, 
Class G-2 8%, 5/15/98 Government Trust 
Certificates, Series 1992-A (assets of Trusts
guaranteed by U.S. Government through 
Export-Import Bank) 7.02%, 9/1/04  Aaa $ 5,135 $ 4,941
Tennessee Valley Authority:
6%, 1/15/97  Aaa  12,311  11,926
 8 3/8%, 10/1/99  Aaa  15,085  15,448
 8 1/4%, 4/15/42   Aaa  18,800  18,338
U.S. Housing & Urban Development 8.27%, 
8/1/03  Aaa  11,375  11,375
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS   140,202
TOTAL U.S. GOVERNMENT AND 
GOVERNMENT AGENCY OBLIGATIONS
(Cost $1,666,926)   1,642,062
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 0.8%
FEDERAL HOME LOAN MORTGAGE CORPORATION - 0.0%
8%, 10/1/16 to 4/1/20  Aaa  4,932  4,782
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 0.1%
7 1/2%, 8/1/07 to 5/1/08  Aaa  6,912  6,711
8 1/2%, 1/1/09 to 7/1/21  Aaa  105  105
10%, 8/15/17  Aaa  203  215
  7,031
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 0.7%
7%, 10/15/17 to 10/15/23  Aaa  13,252  12,108
7 1/2%, 4/15/17 to 12/15/23  Aaa  37,887  35,758
8%, 8/15/16 to 10/15/23  Aaa  18,842  18,324
8 1/2%, 11/15/05 to 7/15/23  Aaa  12,579  12,550
9 1/2%, 7/15/09 to 7/15/17  Aaa  331  347
10%, 11/15/09 to 11/15/16  Aaa  2,984  3,186
  82,273
TOTAL U.S. GOVERNMENT AGENCY - 
MORTGAGE-BACKED SECURITIES
(Cost $100,546)   94,086
COLLATERALIZED MORTGAGE OBLIGATIONS - 0.0%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
PRIVATE SPONSOR - 0.0%
Maryland National Bank pass thru Series 1990-1 
Class A, 9 1/2%, 10/25/20 (Cost $715)  Aaa $ 691 $ 687  
COMMERCIAL MORTGAGE SECURITIES - 0.6%
ACP Mortgage LP Commercial floater Series E, 
6.6978%, 2/28/28 (i)(j)  BB  2,559  1,585
American Southwest Financial Securities 
commercial Series 1994-C2 Class B2, 
8%, 12/25/01 (i)(j)  -  3,000  2,754
CBA Mortgage Corp. commercial Series 1993-C1 
Class E, 7.158%, 12/25/03 (i)  Ba2  2,169  1,752
CS First Boston Mortgage Securities Corp. 
commercial Series 1994-CFB1 Class E, 
6.4769%, 1/25/28 (i)  Ba2  2,956  2,128
New England Mutual Life Insurance Co. 
commercial Series 1993-1 Class D, 8%, 
12/15/23 (i)  Ba2  5,001  3,785
Nomura Asset Securities Corp. commercial Series 
1994-MD-I Class B-2, 8.4263%, 3/15/98 (i)  -  2,840  2,168
Resolution Trust Corp.:
commercial Series 1991-M5 Class A,
 9%, 3/25/07  Aa2  17,187  17,383
 commercial Series 1994-C2 :
 Class A-2, 7 3/4%, 4/25/25  AAA  3,754  3,732
  Class A-4, 7 1/2%, 4/25/25  AAA  6,241  6,200
  Class E, 8%, 4/25/25  BB  3,576  2,927
 commercial Series 1994-C1 :
 Class A-4 7 1/4%, 6/25/26  AAA  7,137  7,046
  Class E, 8%, 6/25/26  AAA  3,852  3,010
SML, Inc. commercial Series 1994-C1:
Class B-3, 11.69%, 9/18/99  -  1,200  1,058
 Class C,  9.28%, 9/18/99 (h)  -  2,450  1,603
Structured Asset Securities Corp.:
commercial Series 1992-M1 Class C,
7.05%, 11/25/02  B2  3,200  2,316
 commercial Series 1993-C1 Class A-1,
6.60%, 10/25/24  AA+  6,257  5,925
TOTAL COMMERCIAL MORTGAGE SECURITIES
(Cost $65,659)   65,372
FOREIGN GOVERNMENT OBLIGATIONS (K) - 3.6%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
 
Alberta Province 9 1/4%, 4/1/00  Aa2 $ 5,500 $ 5,793
Argentina Republic:
BOCON:
 0.00%, 4/1/01 (j)  B1  94,852  50,814
  0.40%, 4/1/01  - ARP 36,620  13,562
  Peso 3.2712%, 9/1/02 (j)  - ARP 2,100  380
 BOTE:
 3.5625%, 5/31/96 (j)  -  80,300  25,203
  CNEA euro 3.0625%, 9/1/97 (j)  - ARP 20,200  11,176
  4.3297%, 4/3/00 (j)  -  48,333  29,499
  6 1/2%, 3/31/05 (i)(j)  -  250  151
 Brady:
 euro:
  6 1/2%, 3/31/05 (j)  BB-  17,500  10,544
   4 1/4%, 3/31/23 (j)  B1  96,500  42,460
 Letras 0%, 2/24/95  BBB ARP 9,388  9,289
Province of Chaco 11 7/8%, 9/10/97 (h)  -  4,800  4,700
French Government OAT:
8 1/2%, 11/25/02  Aaa FRF 82,000  15,970
 8 1/2%, 4/25/03  Aaa FRF 269,300  52,346
 8 1/2%, 10/25/19  Aaa FRF 245,000  46,695
German Government:
8%, 7/22/02  Aaa DEM 14,440  9,749
 6 1/4%, 1/4/24  Aaa DEM 20,790  11,198
Manitoba Province Canada:
yankee 6%, 10/15/97  A1  5,000  4,793
 6 3/4%, 3/1/03  A1  5,000  4,571
Mexico Value Recovery (rights) (a)  -  12,454  --
Mexican Brady discount note 6.7656%, 
12/31/19 (j)  Ba3  8,100  5,640
New Zealand Government:
10%, 3/15/02  Aaa NZD 33,300  22,736
 8%, 4/15/04  Aaa NZD 54,075  33,167
Republic of Uruguay 8 1/4%, 6/8/95 (i)  Ba1  2,500  2,475
Victorian Public Authorities Finance Agency: 
8.45%, 10/1/01  Aa3  4,700  4,774
 8 1/4%, 1/15/02  Aa3  4,000  3,980
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $462,845)   421,665
SUPRANATIONAL OBLIGATIONS - 0.2%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
African Development Bank:
6 3/4%, 7/30/99  Aa1 $ 10,000 $ 9,531
 9.30%, 7/01/00  Aa1  15,000  15,706
TOTAL SUPRANATIONAL OBLIGATIONS
(Cost $26,513)   25,237
INDEXED SECURITIES - 0.0%
OTHER - 0.0%
Bankers Trust New York Corp. note 13.84%, 
8/7/95 (inversely indexed to 1-month 
gold lease rate) (j) (Cost $4,000)    4,000  4,077
PURCHASED BANK DEBT - 0.0%
Leslie Fay Cos., Inc. (b):
term loan  1,299  883
 revolving loan  1,012  688
 noteholder payment  134  91
TOTAL PURCHASED BANK DEBT
(Cost $1,987)   1,662
REPURCHASE AGREEMENTS - 5.6%
 MATURITY 
 AMOUNT 
 (000S)
Investments in repurchase agreements 
(U.S. Treasury obligations) in a 
joint trading account at 5.81% 
dated 1/31/95 due 2/1/95  $ 657,152  657,046
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $11,690,859)  $ 11,730,024
FORWARD FOREIGN CURRENCY CONTRACTS
AMOUNTS IN THOUSANDS  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 16,121 CAD 3/6/95 $ 11,439 $ (160)
 63,486 FRF 3/7/95  12,022  281
 6,118 DEM 2/28/95  4,016  16
 17,640,454 ITL 2/17/95  10,952  (60)
 1,312,167 JPY 2/1/95  13,166  (129)
TOTAL CONTRACTS TO BUY
(Payable amount $51,647)   $ 51,595  (52)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 0.4%
CONTRACTS TO SELL
 11,159 GBP 4/26/95  17,616  194
 18,097 CAD 3/6/95  12,842  238
 110,529 NLG 4/6/95  64,815  (1,343)
 989,137 FRF 3/7/95 to 4/11/95  187,339  (3,818)
 126,012 DEM 2/28/95 to 3/6/95  82,731  (2,546)
 17,640,454 ITL 2/17/95  10,952  13
 89,142,239 JPY 2/1/95 to 5/1/95  898,728  7,800
 12,936 CHF 2/21/95  10,076  (76)
TOTAL CONTRACTS TO SELL
(Receivable amount $1,285,561)  $ 1,285,099  462
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 11.0%
   $ 410
CURRENCY ABBREVIATIONS
ARP - Argentine peso
GBP - British pound
CAD - Canadian dollar
NLG - Dutch guilder
FRF - French franc
DEM - German deutsche mark
ITL - Italian lira
JPY - Japanese yen
NZD - New Zealand dollar
CHF - Swiss franc
LEGEND
1. Non-income producing
2. Non-income producing - issuer filed for protection under the Federal
Bankruptcy Code or is in default of interest payment.
3. Principal amount is stated in United States dollars unless otherwise
noted.
4. Principal amount in millions.
5. Standard & Poor's Corporation credit ratings are used in the absence of
a rating by Moody's Investors Service, Inc.
6. Debt obligation initially issued in zero coupon form which converts to
coupon form at a specified rate and date.
7. Affiliated company (see Note 6 of Notes to Financial Statements).
8. 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 (000S)
Alpine Group, Inc. 
 13 1/2%,
 12/28/95  1/4/95 $ 234
Cafeteria  Operators
 LP 11%, 6/30/98  6/24/93  6,063
Province of Chaco,
 Argentina 11 7/8%,
 9/10/97  3/9/94  4,931
FF Holdings Corp.  10/2/92 to
   3/8/93  159
Gulf Canada
 Resources Ltd.  10/15/93  117
La Salle National Trust NA,
 Trust No. 118501   2/29/93  1,962
Leslie Fay Cos., Inc.:
 Mortgage Note
 9.53%, 1/15/00  7/19/93  856
 10.54%, 1/15/02  7/19/93 to
    11/11/93  675
Live Entertainment, Inc.:
 $2.00 (warrant )  3/23/93  230
 $2.72 (warrant)  3/23/93  241
SML, Inc. commercial
 Series 1994-C1  
 9.28%, 9/18/99  8/11/94  1,593
Sun International 
 Hotels Ltd. 10 1/2%, 
 12/12/95  12/12/94  295
Sunbelt (Cemex) Enterprises
 8 1/2%, 5/4/95  2/12/93  4,853
9. 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 $409,203,000 or 3.5% of net
assets.
10. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
11. Some 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
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 19.3% AAA, AA, A 18.4%
Baa 2.1% BBB  2.5%
Ba 1.9% BB  1.7%
B 2.7% B  1.7%
Caa 0.5% CCC  0.4%
Ca, C 0.1% CC, C  0.0%
  D  0.1%
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 1.8% including long-term debt categorized
as other securities. 
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States   76.5%
Japan   7.5
United Kingdom   3.3
Canada   2.5
Germany   2.1
France   1.9
Argentina   1.7
Mexico   1.2
Others (individually less than 1%)   3.3
TOTAL   100.0%
INCOME TAX INFORMATION
At January 31, 1995, the aggregate cost of investment securities for income
tax purposes was $11,692,832,000. Net unrealized appreciation  aggregated
$37,192,000, of which $666,447,000 related to appreciated investment
securities and $629,255,000 related to depreciated investment securities. 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                                <C>         <C>            
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) JANUARY 31, 1995                              
 
ASSETS                                                                                        
 
Investment in securities, at value (including repurchase                       $ 11,730,024   
agreements of $657,046) (cost $11,690,859) -                                                  
See accompanying schedule                                                                     
 
Cash                                                                            69,969        
 
Receivable for investments sold                                                 278,741       
 
Unrealized appreciation on foreign currency contracts                           10,335        
 
Receivable for fund shares sold                                                 27,501        
 
Dividends receivable                                                            15,221        
 
Interest receivable                                                             83,797        
 
Other receivables                                                               909           
 
U.S. Treasury obligations, at value, held as collateral for                     126,457       
securities loaned                                                                             
 
 TOTAL ASSETS                                                                   12,342,954    
 
LIABILITIES                                                                                   
 
Payable for investments purchased                                  $ 300,269                  
 
Unrealized depreciation on foreign currency contracts               9,925                     
 
Payable for fund shares redeemed                                    17,471                    
 
Accrued management fee                                              5,123                     
 
Other payables and accrued expenses                                 4,576                     
 
Collateral on securities loaned, at value                           149,115                   
 
 TOTAL LIABILITIES                                                              486,479       
 
NET ASSETS                                                                     $ 11,856,475   
 
Net Assets consist of:                                                                        
 
Paid in capital                                                                $ 11,800,183   
 
Undistributed net investment income                                             14,421        
 
Accumulated undistributed net realized gain (loss) on                           2,332         
investments and foreign currency transactions                                                 
 
Net unrealized appreciation (depreciation) on                                   39,539        
investments and assets and liabilities in foreign                                             
currencies                                                                                    
 
NET ASSETS, for 804,278 shares outstanding                                     $ 11,856,475   
 
NET ASSET VALUE, offering price and redemption price per                        $14.74        
share ($11,856,475 (divided by) 804,278 shares)                                               
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                          <C>          <C>           
AMOUNTS IN THOUSANDS  SIX MONTHS ENDED JANUARY 31, 1995                                 
 
INVESTMENT INCOME                                                         $ 101,236     
Dividends (including $3,226 received from affiliated                                    
issuers)                                                                                
 
Interest (including security lending fees of $309)                         150,897      
 
 TOTAL INCOME                                                              252,133      
 
EXPENSES                                                                                
 
Management fee                                               $ 29,877                   
 
Transfer agent fees                                           12,170                    
 
Accounting and security lending fees                          437                       
 
Non-interested trustees' compensation                         122                       
 
Custodian fees and expenses                                   2,024                     
 
Registration fees                                             431                       
 
Audit                                                         164                       
 
Legal                                                         69                        
 
Reports to shareholders                                       132                       
 
Miscellaneous                                                 76                        
 
 Total expenses before reductions                             45,502                    
 
 Expense reductions                                           (316)        45,186       
 
NET INVESTMENT INCOME                                                      206,947      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                     
Net realized gain (loss) on:                                                            
 
 Investment securities (including realized gain (loss) of     111,771                   
($24) on sales of investment in affiliated issuers)                                     
 
 Foreign currency transactions                                (8,728)                   
 
 Futures contracts                                            (438)        102,605      
 
Change in net unrealized appreciation (depreciation) on:                                
 
 Investment securities                                        (511,693)                 
 
 Assets and liabilities in foreign currencies                 10,613       (501,080)    
 
NET GAIN (LOSS)                                                            (398,475)    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                           $ (191,528)   
FROM OPERATIONS                                                                         
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                      <C>                <C>             
AMOUNTS IN THOUSANDS                                     SIX MONTHS         YEAR ENDED      
                                                         ENDED              JULY 31, 1994   
                                                         JANUARY 31, 1995                   
 
INCREASE (DECREASE) IN NET ASSETS                                                           
 
Operations                                               $ 206,947          $ 374,730       
Net investment income                                                                       
 
 Net realized gain (loss)                                 102,605            613,089        
 
 Change in net unrealized appreciation (depreciation)     (501,080)          (258,017)      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          (191,528)          729,802        
FROM OPERATIONS                                                                             
 
Distributions to shareholders:                            (191,917)          (289,622)      
From net investment income                                                                  
 
 From net realized gain                                   (506,266)          (756,724)      
 
 TOTAL  DISTRIBUTIONS                                     (698,183)          (1,046,346)    
 
Share transactions                                        1,912,809          4,210,808      
Net proceeds from sales of shares                                                           
 
 Reinvestment of distributions                            656,501            970,508        
 
 Cost of shares redeemed                                  (722,439)          (1,793,648)    
 
 Net increase (decrease) in net assets resulting from     1,846,871          3,387,668      
share transactions                                                                          
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 957,160            3,071,124      
 
NET ASSETS                                                                                  
 
 Beginning of period                                      10,899,315         7,828,191      
 
 End of period (including under (over) distribution      $ 11,856,475       $ 10,899,315    
of net investment income of $14,421 and $(609),                                             
respectively)                                                                               
 
OTHER INFORMATION                                                                           
Shares                                                                                      
 
 Sold                                                     124,921            263,411        
 
 Issued in reinvestment of distributions                  42,636             61,351         
 
 Redeemed                                                 (47,454)           (112,566)      
 
 Net increase (decrease)                                  120,103            212,196        
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
      SIX MONTHS       YEARS ENDED JULY 31,                                 
      ENDED JANUARY                                                         
      31, 1995                                                              
 
                       1994                   1993 D   1992   1991   1990   
 
 
<TABLE>
<CAPTION>
<S>                            <C>        <C>        <C>       <C>       <C>       <C>       
SELECTED PER-SHARE DATA                                                                      
 
Net asset value,               $ 15.93    $ 16.59    $ 15.22   $ 13.75   $ 13.08   $ 14.90   
beginning of period                                                                          
 
Income from                                                                                  
Investment                                                                                   
Operations                                                                                   
 
 Net investment                 .28        .46 F      .72       .88 E     .75       .88      
income                                                                                       
 
 Net realized and               (.50)      .88        2.14      1.37      .72       (1.17)   
 unrealized gain                                                                             
 (loss)                                                                                      
 
 Total from investment          (.22)      1.34       2.86      2.25      1.47      (.29)    
 operations                                                                                  
 
Less Distributions              (.26)      (.51)      (.80)     (.78)     (.80)     (.99)    
From net investment                                                                          
 income                                                                                      
 
 From net realized              (.71)      (1.49)     (.69)     -         -         (.54)    
gain                                                                                         
 
 Total distributions            (.97)      (2.00)     (1.49)    (.78)     (.80)     (1.53)   
 
Net asset value, end           $ 14.74    $ 15.93    $ 16.59   $ 15.22   $ 13.75   $ 13.08   
of period                                                                                    
 
TOTAL RETURN B, C               (1.57)%    8.60       20.29     16.96     11.87     (2.12)   
                                          %          %         %         %         %         
 
RATIOS AND SUPPLEMENTAL DATA                                                                 
 
Net assets, end of             $ 11,856   $ 10,899   $ 7,828   $ 5,578   $ 4,942   $ 4,766   
period (in millions)                                                                         
 
Ratio of expenses to            .78%       .79        .74       .64       .66       .65%     
average net assets             A          %          %         %         %                   
 
Ratio of expenses to            .78%       .80        .74       .64       .66       .65%     
average net assets             A          %          %         %         %                   
before expense                                                                               
reductions                                                                                   
 
Ratio of net investment         3.56%      4.00       4.89      6.23      5.94      6.30%    
income to average              A          %          %         %         %                   
net assets                                                                                   
 
Portfolio turnover rate         67%        74         76        102       108       58%      
                               A          %          %         %         %                   
 
</TABLE>
 
A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 7 OF 
NOTES TO FINANCIAL STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D AS OF AUGUST 1, 1992 THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
E INVESTMENT INCOME PER SHARE REFLECTS DIVIDENDS RECEIVED IN ARREARS WHICH
AMOUNTED TO $0.14 PER SHARE.
F EFFECTIVE AUGUST 1, 1993, THE FUND BEGAN REFLECTING IN NET INVESTMENT
INCOME PER SHARE CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX
DIFFERENCES IN ACCORDANCE WITH NEW GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES.
NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 1995
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Puritan Fund (the fund) is a fund of Fidelity Puritan Trust (the
trust) and is authorized to issue an unlimited number of shares. The trust
is registered under the Investment Company Act of 1940, as amended (the
1940 Act), as an open-end management investment company organized as a
Massachusetts business trust. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (including restricted securities) for which
exchange quotations are not readily available (and in certain cases debt
securities which trade on an exchange), are valued primarily using
dealer-supplied valuations or at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees. Short-term securities 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 the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Reported net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of forward
currency contracts, 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. 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 securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. 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.
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. 
Distributions are recorded on the 
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for paydown
gains/losses on certain securities, futures and options transactions, 
foreign currency transactions, market discount,  partnerships,  non-taxable
dividends and losses deferred due to wash sales. The fund also utilized
earnings and profits distributed to shareholders on redemption of shares as
a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect net  investment income per share. Any taxable income or gain
remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions  in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. These contracts
involve market risk in excess of the unrealized gain or loss reflected in
the fund's Statement of Assets and Liabilities. The U.S. dollar value of
the currencies the fund has committed to buy or sell is shown in the
schedule of investments under the caption "Forward Foreign Currency
Contracts." This amount represents the aggregate exposure to each currency
the fund has acquired or hedged through currency contracts at period end.
Losses may arise from changes in the value of the foreign currency or if
the counterparties do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
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. Contracts that have been offset with different
counterparties are reflected as both a contract to 
2. OPERATING POLICIES - 
CONTINUED
FORWARD FOREIGN CURRENCY CONTRACTS - CONTINUED
buy and a contract to sell in the schedule of investments under the caption
"Forward Foreign Currency Contracts."
REPURCHASE AGREEMENTS. The fund, through its custodian, receives 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 fund's 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 fund, along with other
affiliated entities of FMR, may transfer uninvested cash balances into one
or more joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
FUTURES CONTRACTS AND OPTIONS.  The fund may use futures and options
contracts to manage its exposure to the stock and bond markets and to
fluctuations in interest rates and currency values. Buying futures, writing
puts, and buying calls tend to increase the fund's exposure to the
underlying instrument. Selling futures, buying puts, and writing calls tend
to decrease the fund's exposure to the underlying instrument, or hedge
other fund investments. Losses may arise from changes in the value of the
underlying instruments, if there is an illiquid secondary market for the
contracts, or if the counterparties do not perform under the contracts'
terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options 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 fund may invest in indexed securities whose values
are linked either directly or inversely to changes in foreign currencies,
interest rates, commodities, indices, or other underlying instruments. The
fund uses these securities to increase or decrease its exposure to
different underlying instruments and to gain exposure to markets that might
be difficult to invest in through conventional securities. Indexed
securities may be more volatile than their underlying instruments, but any
loss is limited to the amount of the original investment.
RESTRICTED SECURITIES. The fund is 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. At the
end of the period, restricted securities (excluding 144A issues) amounted
to $17,254,000 or 0.2% of net assets.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $4,448,587,000 and $3,784,062,000, respectively, of which U.S.
government and government agency obligations aggregated $1,452,626,000 and
$750,740,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from  .2700% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the 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 .20%. For
the period, the management fee was equivalent to an annualized rate of .51%
of average net assets.
SALES LOAD. For the period  January 1, 1993 through December 31, 1995,
Fidelity Distributors Corporation, an affiliate of FMR and the general
distributor of the fund, will voluntarily waive the sales charge (2% of the
offering price) on the sales of shares.
TRANSFER AGENT FEES.Fidelity Service Co. (FSC), an affiliate of FMR, is the
fund's transfer, dividend disbursing and shareholder servicing agent.
During the period August 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives 
account fees and asset-based fees that vary according to account size and
type of account. FSC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements.
ACCOUNTING AND SECURITY LENDING
FEES. FSC maintains the fund's accounting records and administers the
security lending program. The security lending fee is based on the number
and duration of lending transactions. The accounting fee is based on the
level of average net assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $1,135,000 for the period.
5. SECURITY LENDING. 
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at 
5. SECURITY LENDING - CONTINUED
the inception of each loan. This collateral must be maintained at not less
than 100% of the market value of the loaned securities during the period of
the loan. At period end, the value of the securities loaned and the value
of collateral amounted to $146,822,000 and $149,115,000, respectively.
6. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions with companies which are or
were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS
 PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
AMETEK, Inc.   $ 162 $ - $ 360  48,291
Ampex Corp. Class C (a)   -  -  -  1
Berkley (W.R.) Corp.   1,508  -  97  32,966
Betz Laboratories, Inc.   2,959  -  1,504  97,896
Cabot Oil & Gas Corp. Class A   -  1,801  41  --
EG & G, Inc.   -  -  888  44,380
Filene's Basement Corp. (a)   671  -  -  6,746
Goulds Pumps, Inc.   -  -  -  22,050
Helmerich & Payne, Inc.   -  -  336  34,264
Rawlings Sporting Goods,
Inc. (a)   -  -  -  9,994
Sotheby's Holdings, Inc. Class A .   1,473  -  -  21,544
TOTALS  $ 6,773 $ 1,801 $ 3,226 $ 318,132
 
(a) Non-income producing
 
7. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$316,000 under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity
Puritan Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Puritan Trust: Fidelity Puritan Fund, including the schedule of
portfolio investments, as of January 31, 1995, and the related statement of
operations for the six months then ended, the statements of changes in net
assets for the six months ended January 31, 1995 and for the year ended
July 31, 1994 and the financial highlights for the six months ended January
31, 1995 and for the five years in the period ended July 31, 1994. These
financial statements and financial highlights are the responsibility of the
fund's 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 audit 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 January 31, 1995 by correspondence
with the custodian 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 Puritan Trust: Fidelity Puritan Fund as of January 31, 1995,
the results of its operations for the  six months then ended, the changes
in its net assets for  for the six months ended January 31, 1995 and for
the year ended July 31, 1994, financial highlights for  the six months
ended January 31, 1995 and for the five years in the period ended July 31,
1994, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
March 9, 1995
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc.
London, England
Fidelity Management & Research
(Far East) Inc. 
Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Richard B. Fentin, Vice President
William J. Hayes, Vice President
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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
CUSTODIAN
The Chase Manhattan Bank, N.A.
New York, NY
FIDELITY'S GROWTH AND INCOME FUNDS
Balanced Fund
Convertible Securities Fund
Equity-Income Fund
Equity-Income II Fund
Fidelity Fund
Global Balanced Fund
Growth & Income Portfolio
Market Index Fund
Puritan Fund
Real Estate Investment Portfolio
Utilities Fund
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)
(registered trademark)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE
 
FIDELITY
 
 
(registered trademark)
LOW-PRICED STOCK
FUND
SEMIANNUAL REPORT
JANUARY 31, 1995
CONTENTS
 
 
PRESIDENT'S MESSAGE    3    Ned Johnson on investing                 
                            strategies.                              
 
PERFORMANCE            4    How the fund has done over time.         
 
FUND TALK              6    The manager's review of fund             
                            performance, strategy and outlook.       
 
INVESTMENT CHANGES     9    A summary of major shifts in the         
                            fund's investments over the past six     
                            months.                                  
 
INVESTMENTS            10   A complete list of the fund's            
                            investments with their market            
                            values.                                  
 
FINANCIAL STATEMENTS   37   Statements of assets and liabilities,    
                            operations, and changes in net           
                            assets,                                  
                            as well as financial highlights.         
 
NOTES                  41   Notes to the financial statements.       
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMA-
TION 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:
Although there have been a few positive market indications so far in 1995,
no one can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. A fund's total
return includes changes in a fund's share price, plus reinvestment of any
dividends (or income) and capital gains (the profits the fund earns when it
sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1995      PAST 6   PAST 1   PAST 5    LIFE OF   
                                    MONTHS   YEAR     YEARS     FUND      
 
Low-Priced Stock                    2.84%    -0.44%   138.74%   134.68%   
 
Low-Priced Stock (incl. 3% sales    -0.24%   -3.42%   131.58%   127.64%   
charge)                                                                   
 
Russell 2000                        1.83%    -6.14%   75.58%    63.18%    
 
Average Small Company Growth Fund   5.06%    -4.53%   93.09%    n/a       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years, or
since the fund started on December 27, 1989. For example, if you had
invested $1,000 in a fund that had a 5% return over the past year, you
would end up with $1,050. You can compare these figures to the performance
of the Russell 2000 index - a broad measure of small company stocks. To
measure how the fund's performance stacked up against its peers, you can
compare it to the average small company growth fund, which currently
reflects 
the performance of 264 small company growth funds tracked by Lipper
Analytical Services. Lipper recently changed the fund's peer group from
mid-cap funds to small company growth funds. This change allows the fund's
performance to be compared with other funds that more closely mirror its
investment objectives. Both benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1995             PAST 1   PAST 5   LIFE OF   
                                           YEAR     YEARS    FUND      
 
Low-Priced Stock                           -0.44%   19.01%   18.20%    
 
Low-Priced Stock (incl. 3% sales charge)   -3.42%   18.29%   17.50%    
 
Russell 2000                               -6.14%   11.92%   10.08%    
 
Average Small Company Growth Fund          -4.53%   13.67%   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
              Low-Priced Stock FunRussell 2000 Index (
     12/27/89             9700.00            10000.00
     12/31/89             9593.30            10183.51
     01/31/90             9535.10             9293.82
     02/28/90             9719.40             9582.38
     03/31/90             9816.40             9955.08
     04/30/90             9447.80             9630.04
     05/31/90            10194.70            10311.66
     06/30/90            10476.00            10332.56
     07/31/90            10417.80             9878.09
     08/31/90             9379.90             8562.52
     09/30/90             8968.27             7804.83
     10/31/90             8816.44             7328.36
     11/30/90             9292.18             7887.14
     12/31/90             9585.72             8200.08
     01/31/91            10466.35             8941.65
     02/28/91            11397.60             9938.77
     03/31/91            12156.76            10638.35
     04/30/91            12622.38            10611.58
     05/31/91            12814.71            11117.39
     06/30/91            12045.42            10469.50
     07/31/91            12784.34            10836.89
     08/31/91            13138.62            11238.01
     09/30/91            13192.70            11326.01
     10/31/91            13653.40            11625.57
     11/30/91            13098.47            11087.87
     12/31/91            14019.93            11975.73
     01/31/92            15233.91            12946.08
     02/29/92            16211.55            13323.74
     03/31/92            15674.39            12872.75
     04/30/92            15824.79            12421.76
     05/31/92            15932.22            12586.94
     06/30/92            15545.47            11991.68
     07/31/92            16050.40            12408.75
     08/31/92            16007.43            12058.59
     09/30/92            16137.72            12336.88
     10/31/92            16406.49            12729.02
     11/30/92            17515.19            13703.05
     12/31/92            18078.99            14180.43
     01/31/93            18543.43            14660.38
     02/28/93            18384.84            14321.78
     03/31/93            18939.90            14786.51
     04/30/93            18758.65            14380.63
     05/31/93            19155.12            15016.96
     06/30/93            19223.09            15110.64
     07/31/93            19472.30            15319.27
     08/31/93            20163.29            15981.08
     09/30/93            20327.12            16432.07
     10/31/93            21075.95            16855.01
     11/30/93            20713.62            16300.25
     12/31/93            21733.07            16857.57
     01/31/94            22863.70            17386.11
     02/28/94            22851.13            17323.23
     03/31/94            21846.14            16408.60
     04/30/94            22034.57            16506.13
     05/31/94            21959.20            16320.79
     06/30/94            21645.14            15766.59
     07/31/94            22135.07            16025.63
     08/31/94            22964.20            16918.62
     09/30/94            23073.24            16861.97
     10/31/94            23252.43            16795.42
     11/30/94            22632.18            16086.12
     12/31/94            22778.16            16550.13
     01/31/95            22763.92            16318.10
 
$10,000 OVER LIFE OF FUND:  Let's say you invested $10,000 in Fidelity
Low-Priced Stock Fund on December 27, 1989, when the fund began, and paid a
3% sales charge. As the chart shows, by January 31, 1995, the value of your
investment would have grown to $22,764 - a 127.64% increase on your initial
investment. For comparison, look at how the Russell 2000 did over the same
period. With dividends reinvested, the same $10,000 investment would have
grown to $16,318 - a 63.18% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks will vary. That means if 
you sell your shares during a 
market downturn, you might 
lose money. But if you can 
ride out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
An interview with Joel Tillinghast, Portfolio Manager of Fidelity
Low-Priced Stock Fund
Q. JOEL, HOW HAS THE FUND PERFORMED?
A. The fund had a total return of 2.84% for the six months ended January
31, 1995.  That trailed the average small company growth fund tracked by
Lipper Analytical Services, which returned 5.06% during the same period. 
For the 12 months ended January 31, the fund returned -0.44%, while the
average small company growth  fund returned -4.53%.
Q. WHY DID THE FUND'S PERFORMANCE TRAIL THAT OF THE AVERAGE SMALL COMPANY
GROWTH FUND FOR THE PAST SIX MONTHS?
A. The fund has lower weightings of technology stocks than other small
company growth funds, and technology was one of the best performing sectors
over the past six months.  The fund's underweighting in technology is
partly a function of the fund's charter; it is a low-priced stock fund as
well as a small company growth fund.  Therefore, it is somewhat limited by
the fact that, for example, of the 50 largest technology stocks, only four
are currently selling for under $25 per share.  In addition, the technology
stocks that the fund does own - mainly personal computer distributors - had
a weak six months.  Another factor affecting performance was the fund's
focus on very small companies, which didn't do as well as larger small
companies during the period.
Q. WHAT SORT OF STOCKS HAVE YOU BEEN FOCUSING ON?
A. I've been trying to focus on companies that have a growth story -
meaning companies with rapid earnings growth - as well as a cyclical story
to tell.  Cyclical stocks are those that tend to rise and fall with the
economy.  The broad market has tended to move away from cyclicals and
toward growth stocks in the past six months. I've also been focusing on
stocks that are taking advantage of the worldwide capital spending boom.
Q. WHAT ARE SOME EXAMPLES OF COMPANIES WITH BOTH A CYCLICAL STORY AND A
GROWTH COMPONENT?
A. I have holdings in Lund International and Durakon, which make light
truck accessories. While auto parts is a cyclical business and may be
dropping off, these companies are growing earnings because they have hot
products. Concerns about a slowing economy have brought down cyclical stock
valuations - stock prices compared to other measures such as earnings and
dividends - so I'm looking for companies that are growing for reasons other
than the general health of the economy.
Q. YOU MENTIONED EARLIER THAT YOU'RE FOCUSING ON STOCKS THAT ARE TAKING
ADVANTAGE OF THE CAPITAL SPENDING BOOM. WHAT DO YOU MEAN BY CAPITAL
SPENDING?
A. I mean spending for any kind of machinery or equipment, road building,
infrastructure, rebuilding, together with technology and cellular telephone
equipment.
Q. CAN YOU GIVE US SOME EXAMPLES OF STOCKS THAT HAVE BENEFITED FROM THIS
CAPITAL SPENDING BOOM, AND NOTE ANY OTHER INVESTMENTS THAT HAVE HELPED THE
FUND?
A. Sure. Nokia, a Finnish cellular telephone equipment manufacturer, is a
good example. So are companies like JLG Industries, which makes boom lifts
for construction work, and Astec Industries, which constructs asphalt
plants. Among other investments, low natural gas prices are contributing to
the profitability of Lyondell - the fund's top holding - a chemical company
that produces ethylene and methanol. Devon Group, a printer, is gaining an
increased share of the catalog preparation business and has had a number of
posters that have sold well. Firstbank Puerto Rico has performed well by
increasing its portfolio of higher interest rate consumer loans, helping to
widen its interest rate margins - the difference between the interest the
bank pays to its depositors and the interest it receives from its
borrowers.
Q. IT SEEMS THAT IF THE ECONOMY SLOWS DOWN, THE CAPITAL SPENDING STORY
MIGHT FADE.
A. That's true, and that's why I'm keeping an eye on the three factors that
have contributed to positive capital spending. First, there are new
technologies that have been widely applied, such as personal computers,
networking and cellular phones. Second, companies have benefited from
exports or the shift in manufacturing abroad. Finally, low interest rates
have made it cheap for companies to invest in capital improvements. Of
these three, I believe the technology story will continue, but I'm warily
watching the other two, especially after the Mexican currency crisis and
the rise we've seen in short-term interest rates.
Q. WHAT STOCKS HAVE DISAPPOINTED?
A. As I mentioned before, personal computer distributors - such as
Government Technology Services, Inacom and Future Now - haven't performed
as well as expected. The problem is that anyone can sell or distribute
personal computers. It's a business that's intensely competitive and
subject to rapid product change. These companies have dramatically
increased computer sales, but the margins they get for distributing them
have plunged. However, I'm holding on to them because they are doing a lot
to reduce costs and the stocks are too inexpensive to sell.
Q. WHAT'S YOUR OUTLOOK GOING FORWARD?
A. Since the fund's average price to earnings ratio - a measure that gives
investors an idea of how much they are paying for a company's earnings
power - is below the market average, and the average expected earnings
growth is above the market average, I'm hoping that the fund will provide
above-market returns. As far as the market is concerned, there are several
uncertainties. We'll have to see short-term rates come down to provide a
buoyant environment for small company investment. At the same time, current
results of most companies in the fund are quite strong, so I don't see any
disasters ahead. I'm cautiously optimistic.
FUND FACTS
GOAL: to increase the value of 
the fund's shares over the long 
term by investing in stocks 
of up-and-coming and 
out-of-favor companies whose 
prices are generally below $25 
a share
START DATE: December 27, 
1989
SIZE: as of January 31, 1995, 
more than $2.4 billion
MANAGER: Joel Tillinghast, 
since December 1989; 
assistant, Fidelity OTC 
Portfolio, 1988-1989; stock 
analyst for natural gas, 
personal care product, 
appliance, and tobacco 
industries, 1986-1989; joined 
Fidelity in 1986
(checkmark)
JOEL TILLINGHAST ON INVESTMENT 
STRATEGY:
"Before I buy a stock, I try to 
make sure that it is selling for 
less than what I think its 
investment value is. That 
gives me a margin of safety. I 
try to make sure that a 
component of the business 
acts as some kind of shock 
absorber, in case market 
conditions or other factors 
change. Although the fund 
has a fairly aggressive 
charter, I would say it's been 
managed in somewhat of a 
conservative manner, in order 
to optimize risk/reward. If you 
don't take much risk, you 
won't make very attractive 
returns. If it looks like the 
risk/reward trade-off of an 
investment is attractive, I'll 
take the risk to give 
shareholders the opportunity 
to reap the benefits of positive 
results."
(solid bullet)  The fund's cash and 
short-term investments 
remained relatively high, at 
23.3% of the fund as of 
January 31, 1995. The high 
cash position is a reflection of 
several factors. First, cash 
has increased as the fund 
manager has sought to 
reduce the number of 
holdings in the fund. Second, 
the position is a reflection of 
the fund manager's 
cautiousness about today's 
market. Finally, since the fund 
invests in small companies, 
the fund manager may not be 
able to buy more shares of 
attractive stocks that are 
already in the fund because of 
investment limits. The fund is 
not permitted to hold more 
than 10% of any one 
company's stock.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF JANUARY 31, 1995
                                   % OF FUND'S    % OF FUND'S       
                                   INVESTMENTS    INVESTMENTS       
                                                  IN THESE STOCKS   
                                                  6 MONTHS AGO      
 
Lyondell Petrochemical Co.         1.9            0.0               
 
Northumbrian Water Group PLC       1.2            1.2               
Ord.                                                                
 
Welsh Water PLC Ord.               1.1            1.4               
 
Universal Health Services, Inc.    1.1            1.4               
Class B                                                             
 
Collective Bancorp, Inc.           0.8            0.1               
 
Devon Group, Inc.                  0.7            0.6               
 
Firstbank Puerto Rico              0.7            0.5               
 
Exar Corp.                         0.6            0.8               
 
UST, Inc.                          0.5            0.0               
 
Castle Energy Corp.                0.5            0.7               
 
TOP MARKET SECTORS AS OF JANUARY 31, 1995
                   % OF FUND'S    % OF FUND'S               
                   INVESTMENTS    INVESTMENTS               
                                  IN THESE MARKET SECTORS   
                                  6 MONTHS AGO              
 
Finance            11.3           12.3                      
 
Technology         9.9            8.6                       
 
Basic Industries   9.5            7.9                       
 
Health             5.3            4.2                       
 
Durables           4.8            6.4                       
 
ASSET ALLOCATION
AS OF JANUARY 31, 1995* AS OF JULY 31,1994** 
Row: 1, Col: 1, Value: 23.3
Row: 1, Col: 2, Value: 4.3
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 4, Value: 32.4
Row: 1, Col: 1, Value: 23.0
Row: 1, Col: 2, Value: 1.25
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 4, Value: 36.0
Stocks 72.4%
Bonds 4.3%
Short-term
investments 23.3%
FOREIGN 
INVESTMENTS 18.2%
Stocks 76.7%
Bonds 0.3%
Short-term
investments 23.0%
FOREIGN 
INVESTMENTS 21.1%
*
**
INVESTMENTS JANUARY 31, 1995 (UNAUDITED)
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 72.0%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 0.1%
Allied Research Corp. (a)(c)  261,610 $ 1,112
Datron Systems, Inc. (a)(c)  242,200  2,664
  3,776
BASIC INDUSTRIES - 9.4%
CHEMICALS & PLASTICS - 4.4%
AEP Industries, Inc.   330,475  5,948
Aceto Corp. (c)  321,032  4,615
American Pacific Corp. (a)  62,000  442
Celanese Canada, Inc.   146,700  2,854
Cominco Fertilizer Ltd.   200,000  5,153
Cytec Industries, Inc. (a)  309,900  11,776
Dyno Industrier AS  50,000  1,406
EVC International NV (a)(e)  80,000  3,760
Kemira OY (a)  25,000  176
Kemira OY sponsored ADR (a)(e)  100,000  1,387
Kinark Corp. (a)(c)  258,800  906
Lyondell Petrochemical Co.   2,050,000  45,356
Martin Color-Fi, Inc. (a)  177,500  754
Mississippi Chemical Corp.   124,600  2,165
OM Group, Inc.   100,000  2,250
Oil Dri Corp. of America  122,500  2,205
Sung Bo Chemical Co.   5,000  160
Skrinet AB Class B Free shares  150,000  1,089
Spartech Corp. (a)(c)  769,300  4,135
Sudbury, Inc. (a)  435,000  2,773
Tessenderlo Chemie NV  26,775  8,487
  107,797
IRON & STEEL - 1.5%
Algoma Steel, Inc. (a)  24,700  171
Cold Metal Products, Inc. (a)(c)  541,300  4,195
Friedman Industries, Inc.   177,365  732
Harris Steel Group, Inc. Class A  50,000  378
Insteel Industries, Inc.   216,731  1,571
Intermetco Ltd. (c)  339,800  1,660
Proler International Corp. (a)  106,100  729
Rautaruukki OY Class K (a)  50,000  387
Rautaruukki OY Class K (a)(e)  200,000  1,547
Roanoke Electric Steel Corp. (c)  364,800  5,837
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - CONTINUED
IRON & STEEL - CONTINUED
Samuel Manu-Tech, Inc.   286,000 $ 4,370
Shaw Industries Ltd. Class A  75,000  640
Slater Industries Class B (a)(c)  554,900  4,240
SSAB Svenskt Stal AB Free shares B  25,000  1,155
Steel of West Virginia, Inc. (a)(c)  555,000  6,660
TriMas Corp.   69,200  1,358
  35,630
METALS & MINING - 1.0%
Acier Leroux, Inc. Class B (a)  200,000  675
Acier Leroux, Inc. Class B (a)(e)  200,000  675
Castech Aluminum Group (a)  185,500  2,736
Castle A.M. & Co.   205,150  2,821
De Beers Consolidated Mines Ltd. ADR  326,300  6,485
Eramet SA (a)  5,000  351
Eramet SA (a)(e)  4,500  316
Lindberg Corp.   196,000  1,372
Outokumpu OY Class A (a)  100,000  1,887
Simsmetal Ltd.   160,391  704
Terra Mining AB (c)(e)  250,000  5,594
  23,616
PACKAGING & CONTAINERS - 0.6%
Owens-Illinois, Inc. (a)  828,000  8,590
PCI Services, Inc. (a)(c)  396,200  2,823
U.S. Can Corp. (a)  128,400  2,520
  13,933
PAPER & FOREST PRODUCTS - 1.9%
Alliance Forest Products, Inc. (a)  148,900  2,540
Donohue, Inc.   125,000  1,421
Enso-Gutzeit OY Class R Free shares  1,355,100  11,081
Groupe Forex, Inc.   125,000  1,455
Klippans Finpapppershrunk (a)  125,000  716
Metsa-Serla Ltd. Class B  275,000  10,897
Norske Skog Industries Class B AS (e)  25,000  771
Norske Skog Industries Class B AS sponsored ADR (e)  100,000  2,975
Rayonier, Inc.   252,000  7,245
Repola OY  100,000  1,761
Rock-Tenn Co. Class A  184,900  3,559
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - CONTINUED
St. Laurent Paperboard, Inc. (a)(e)  100,000 $ 1,297
Specialty Paperboard, Inc. (a)  64,000  704
Timberwest Forest Ltd. (a)  65,000  612
  47,034
TOTAL BASIC INDUSTRIES   228,010
CONGLOMERATES - 0.2%
Figgie International Holdings, Inc. Class A (a)  85,400  587
Quixote Corp. (c)  485,200  4,731
  5,318
CONSTRUCTION & REAL ESTATE - 4.6%
BUILDING MATERIALS - 2.3%
AMRE, Inc.   488,600  2,504
Bettis Corp. (a)  233,350  787
CGC, Inc.   75,000  480
Devcon International Corp. (a)  121,200  985
Drew Industries, Inc. (c)  308,800  2,625
Elco Industries, Inc. (c)  433,700  6,641
Eljer Industries, Inc. (a)(c)  509,100  2,991
Evered Bardon PLC  20,000,000  10,112
Hoganas AB Class B Free shares (a)  100,000  1,605
Patrick Industries, Inc. (c)  617,500  6,021
Prudential Steel Ltd.   100,000  711
RB&W Corp. (a)(c)  451,600  3,726
Raytech Corp. (a)(c)  260,800  1,043
Shelter Components Corp. (c)  389,525  4,431
Tecumseh Products Co. Class A  117,700  5,561
Watsco, Inc.: 
Class A (c)  256,700  4,107
 Class B (cv.)(c)  72,520  1,142
  55,472
CONSTRUCTION - 1.8%
AAF Industries PLC (a)(c)  1,250,000  691
Abbey Ltd.   500,000  980
American Homestar Corp. (a)  110,000  1,004
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE -  CONTINUED
CONSTRUCTION - CONTINUED
Cavco Industries, Inc. (a)(c)  259,050 $ 2,914
Centennial Group, Inc.   253,700  -
Higgs and Hill PLC (c)  3,500,000  4,590
Jacobson & Widmark AB Fria (a)  225,000  2,143
Lovell (Y.J.) Holdings  300,000  228
McAlpine (Alfred) Ord.   565,388  1,474
Monaco Coach Corp. (a)  50,000  800
Mowlem (John) & Co. PLC (a)  2,611,182  3,919
Oriole Homes Corp.: 
Class A  90,500  634
 Class B (c)  270,000  1,856
Perini Corp. (a)  170,100  1,658
Schult Homes Corp.   42,200  496
Sundance Homes, Inc. (a)  45,000  141
Technip SA (a)(e)  80,000  3,793
U.S. Home Corp. (a)(c)  534,245  9,216
Tay Homes PLC (c)  2,000,000  5,340
Volker Stevin NV  20,000  1,094
  42,971
ENGINEERING - 0.1%
Dai-Dan Co. Ltd.   10,000  188
SNC Group, Inc. Class A  75,000  1,219
Simard Beaudry, Inc.   100,000  284
URS Corp.   126,800  745
  2,436
REAL ESTATE - 0.0%
South Sea Development Co.   1,277,936  83
REAL ESTATE INVESTMENT TRUSTS - 0.4%
Banyan Short Term Income Trust (SBI) (a)(c)  653,200  1,429
Banyan Strategic Land Trust (SBI) (c)  991,750  4,091
First Union Real Estate Equity & Mortgage Investmemts  496,400  4,095
Home Properties of NY   75,000  1,406
  11,021
TOTAL CONSTRUCTION & REAL ESTATE   111,983
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - 4.8%
AUTOS, TIRES, & ACCESSORIES - 2.0%
Appleyard Group  750,000 $ 1,244
Autocam Corp. (a)  75,450  830
Automotive Industries Holding, Inc. (a)  90,000  1,598
Cook (D.C.) Holdings PLC  405,800  253
Deflecta-Shield Corp. (a)  53,000  451
Douglas & Lomason Co.   33,000  553
Durakon Industries, Inc. (a)(c)  366,300  5,769
Federal Screw Works (c)  108,800  2,094
Forsheda AB B Free shares  50,000  1,185
Hahn Automotive Warehouse, Inc. (a)  72,700  1,091
Lund International Holdings, Inc. (a)(c)  375,000  6,188
Mercury Air Group  219,300  1,727
Monro Muffler Brake, Inc.   73,260  1,355
Peugeot SA Ord. (a)  35,000  4,564
Republic Automotive Parts, Inc. (a)(c)  189,300  2,698
Schwitzer, Inc. (a)  67,000  561
Supreme Industries, Inc. Class A (a)  105,900  582
Travel Ports of America (a)(c)  339,000  848
Treadco, Inc.   134,000  2,127
Truck Components, Inc. (a)  125,900  1,259
Uni Select, Inc. (c)  656,000  4,429
Valley Forge Corp. (c)  159,500  3,090
Western Star Trucks Holdings Ltd.   50,000  542
Wynn's International, Inc.   194,700  3,991
  49,029
CONSUMER DURABLES - 0.8%
American Consumer Products Corp. (a)(c)  206,000  489
Finnveden Invest AB B Free shares  570,000  516
Libbey, Inc. (c)  828,100  13,043
Mikasa, Inc. (a)  193,900  3,006
Syratech Corp. (a)  152,900  2,618
  19,672
CONSUMER ELECTRONICS - 0.5%
International Jensen, Inc. (a)(c)  567,000  5,670
North American Watch Corp.   29,500  428
Polk Audio, Inc. (a)(c)  103,000  1,262
Toastmaster, Inc. (c)  641,400  4,409
  11,769
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
HOME FURNISHINGS - 0.2%
BMTC Group, Inc. Class A (sub.-vtg.)  150,000 $ 960
DMI Furniture, Inc. (a)  95,000  154
Haverty Furniture Companies, Inc.   196,550  2,064
Huffman Koos, Inc. (a)(c)  392,000  2,744
  5,922
TEXTILES & APPAREL - 1.3%
Concord Fabrics, Inc. (a):
Class A (c)  237,000  1,600
 Class B  65,100  431
Cone Mills Corp. (a)  425,300  4,944
Crown Crafts, Inc.   12,000  181
Decorator Industries, Inc. (c)  199,800  1,573
Fila Holding Spa sponsored ADR  298,300  5,668
Forstmann & Co., Inc. (a)  245,500  1,228
G-III Apparel Group Ltd. (a)(c)  518,420  842
Georgia Bonded Fibres, Inc. (a)  66,000  314
Jones Apparel Group, Inc. (a)  109,400  2,626
KTP Holdings Ltd.   1,000,000  111
McRae Industries, Inc. Class A  46,800  322
Nautica Enterprises, Inc. (a)  233,175  6,616
Porter Chadburn PLC (a)  2,500,000  1,580
Tandy Brands Accessories, Inc. (a)  245,225  3,127
Victoria Carpet Holdings PLC  50,000  95
  31,258
TOTAL DURABLES   117,650
ENERGY - 4.5%
ENERGY SERVICES - 1.2%
Akita Drilling Ltd. Class A (non-vtg.) (a)(c)  563,150  1,221
Aztec Manufacturing Co. (c)  560,000  2,800
Computalog Ltd. (a)  350,000  1,772
Dawson Geophysical Co. (a)  125,000  1,375
Dreco Energy Services Ltd. Class A (a)  304,600  2,779
Galveston Houston Co.   120,100  285
Global Industries Ltd.   30,900  718
Greenway Holdings PLC  250,000  462
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
ENERGY SERVICES - CONTINUED
Key Energy Group, Inc. (a)  302,400 $ 1,342
Marine Drilling Cos., Inc. (a)  146,000  365
Nabors Industries, Inc. (a)  1,500,000  9,750
Pe Ben Oilfield Services Ltd. (a)(c)  197,700  246
Scientific Software Intercomp, Inc. (a)  157,000  962
Serv-Tech, Inc. (a)(c)  318,400  1,990
Smalls Oilfield Services Corp. (a)(c)  164,000  431
Transocean Drilling AS (a)  200,000  1,855
Veritas Energy Service, Inc. (a)  25,000  107
  28,460
OIL & GAS - 3.3%
Adams Resources and Energy, Inc. (a)  111,100  1,000
Alamco, Inc. (a)(c)  419,800  2,519
Ampolex Ltd. Ord.   405,603  1,037
Aran Energy (a)(c)  16,500,000  11,340
Belden & Blake Corp. (a)(c)  374,500  4,307
Belden & Blake Corp. (a)(d)  105,000  1,234
British Borneo Petroleum   500,000  1,754
Canadian Pioneer (a)  125,000  209
Castle Energy Corp. (a)(c)  1,121,450  13,177
Columbus Energy Corp. (a)(c)  252,660  2,084
ConVest Energy Corp. (a)  2,800  13
Cube Energy Corp. (a)(c)  216,000  1,190
Devran Petroleum Ltd. (a)  650,000  314
Discovery West Corp. (a)  150,000  416
Edisto Resources Corp. (warrants) (a)  116,800  146
Edisto Resources Corp. (a)  394,800  2,467
ENEX Resources Corp. (c)  144,300  1,299
Ensign Resource Service Group Ord. (a)  26,400  75
Foremost Industries, Inc. (a)(c)  247,500  1,297
Goal Petroleum Ord.   3,050,000  3,205
Giant Industries, Inc. (c)  1,164,000  10,039
Hallwood Consolidated Resources Corp.   347,000  694
Hardy Oil & Gas PLC  1,500,000  3,093
Maynard Oil Co. (a)  131,000  589
McFarland Energy, Inc. (a)  127,300  955
Norcen Energy Resources Ltd.   600,000  6,610
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Petroleum Development Corp. (a)(c)  932,500 $ 1,107
Prairie Oil Royalties Co. Ltd. (a)  213,100  1,865
Premier Consolidated Oilfields Ltd. Ord. (a)  2,070,000  769
Santos  100,000  248
Swift Energy Co. (a)  293,810  2,424
Unit Corp. (a)  315,300  906
Williams Clayton Energy, Inc. (a)(c)  361,700  2,034
  80,416
TOTAL ENERGY   108,876
FINANCE - 11.2%
BANKS - 2.9%
BancFirst Corp.   90,200  1,297
Bank of New York Co., Inc. (warrants) (a)  417,500  4,071
Bank Atlantic Bancorp, Inc. (c)  356,000  5,607
Benson Financial Corp. (a)  161,200  1,934
Bolig Og Naerings Banken  100,000  1,907
Colonial BancGroup, Inc. Class A  71,200  1,673
Fed One Bancorp  100,000  1,137
Foreningsbanken AB Class A Ord. (a)  750,000  1,309
Forstaedernes Bank (Reg.) (a)  5,000  85
GBC Bancorp (c)  479,000  6,227
Grant Street National Bank (a)  1,417,834  222
Gronlandsbanken AS  15,900  581
HUBCO, Inc.   174,720  2,948
North Fork Bancorporation, Inc.   234,015  3,422
Nordlandsbanken AS  150,000  1,683
Okobank Class A (a)  150,000  1,415
Republic New York Corp.   100,000  4,763
Ringkjobing Bank  7,000  733
SouthTrust Corp.  500,000  9,625
Spar Nord Holding  19,350  569
Sparebanken Norway Prime share certificates (a)  104,000  1,968
Sparebanken More  25,000  419
Sparebanken More (RFD)  18,750  295
Stadshypotek Series A (a)  75,000  964
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Stadshypotek Series A (a)(e)  100,000 $ 1,285
Sumitomo Bank   46,300  1,076
Syds-Sonderjylland Holding (a)(c)  300,050  10,168
Zions Bancorporation  72,900  2,752
  70,135
CLOSED END INVESTMENT COMPANY - 0.0%
Amagerbanken AS (a)  50,000  1,329
CREDIT & OTHER FINANCE - 0.2%
Central Mortgage Bancshares, Inc.   101,000  2,029
Intrum Justitia NV (Reg.)  685,000  714
Surrey Metro Savings Credit Union (non-vtg.) (c)  300,000  2,559
  5,302
INSURANCE - 3.8%
ARI Holdings, Inc. (a)(c)  166,100  1,142
American Indemnity Financial Corp. (c)  194,000  2,207
American Travellers Corp. (a)  135,600  2,288
Capitol American Financial Corp.   80,300  1,746
Commerce Group, Inc.   314,100  4,790
Cotton State Life & Health Insurance Co.   15,000  126
First American Financial Corp.   198,600  3,376
Gainsco, Inc.   627,376  5,490
Guaranty National Corp.   72,700  1,218
Homeowners Group, Inc. (a)  74,500  84
Kentucky Medical Insurance Co. Class A (a)  48,500  291
Lloyd Thompson Group, PLC  50,000  114
London Insurance Group, Inc.   500,000  8,173
Lowndes Lambert Group Holdings PLC  200,000  464
Merchants Group, Inc. (c)  261,500  3,792
Meridian Insurance Group. Inc.   243,200  2,493
Mid South Insurance Co.   237,720  2,199
Nelson Hurst PLC  50,000  136
Protective Life Corp.   142,600  6,203
RLI Corp. (c)  302,700  6,432
Rightchoice Managed Care, Inc. Class A (a)  67,000  946
Security-Connecticut Corp.   400,900  9,171
Stewart Information Services Corp. (c)  566,500  8,781
United Coasts Corp. (a)  195,000  877
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
United Insurance Companies, Inc. (a)  356,000 $ 12,549
United Wisconsin Services, Inc.   192,900  6,269
Western National Corp.   125,800  1,494
  92,851
SAVINGS & LOANS - 4.2%
Astoria Financial Corp. (a)  416,000  12,558
BFS Bankorp, Inc. (a)  57,960  1,377
Bankunited Financial Corp. Class A (c)  115,850  666
Boston Bancorp  2,100  61
Charter One Financial Corp.   233,204  4,606
Coastal Bancorp, Inc. (c)  297,800  4,355
Collective Bancorp, Inc. (c)  1,078,900  18,881
Cooperative Bankshares, Inc. (a)(c)  149,160  2,088
Financial Bancorp, Inc. (a)  75,000  703
Financial Security Corp. (a)  70,800  1,142
First Southeast Financial Corp.   127,000  1,714
First State Financial Services, Inc. (c)  286,900  2,188
Firstbank Puerto Rico (a)(c)  966,000  16,422
FirstFed Michigan Corp.   54,300  1,083
First Federal Financial Services  37,562  676
GP Financial Corp.   525,000  11,320
Independence Federal Savings Bank (c)  119,500  702
Iroquois Bancorp, Inc.   43,000  731
LF Bancorp, Inc. (c)  43,000  1,333
Lakeview Financial Corp.   106,260  1,514
Marion Capital Holdings, Inc. (c)  121,000  1,875
NFS Financial Corp.   89,200  2,609
Pennfed Financial Services, Inc. (a)  115,000  1,236
Pocahontas Federal Saving And Loan Assn.   52,000  572
PONCEBANK (c)  320,500  2,464
Reliance BanCorp, Inc.   177,700  1,955
Southern Missouri Bancorp, Inc.   84,200  905
Standard Financial, Inc. (a)  110,000  1,128
Virginia First Financial Corp.   102,000  1,415
WFS BanCorp, Inc.   69,300  1,074
Warren Bancorp, Inc. (a)(c)  228,500  1,771
  101,124
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
SECURITIES INDUSTRY - 0.1%
Marine Wendel SA  35,000 $ 2,252
Marine Wendell SA (warrants) (a)  50,000  57
  2,309
TOTAL FINANCE   273,050
HEALTH - 5.3%
DRUGS & PHARMACEUTICALS - 0.7%
Astra AB: 
A Free shares  25,000  629
 B Free shares  50,000  1,235
Bio-Rad Laboratories, Inc. Class A (a)  43,700  1,169
Biowhittaker, Inc. (a)  59,300  408
CSL Ltd.   50,000  94
Igen, Inc. (a)  28,500  167
International Research & Development Corp.   152,500  153
Natures Sunshine Products, Inc.   331,400  4,060
North American Biologicals, Inc. (a)  363,461  2,362
Phoenix International Life Sciences, Inc. (a)(e)  250,000  1,066
Sigma Aldrich Corp.   41,000  1,466
Teva Pharmaceutical Industries Ltd. ADR  115,000  2,961
  15,770
MEDICAL EQUIPMENT & SUPPLIES - 2.3%
Allied Healthcare Product, Inc.   166,500  2,685
AMSCO International, Inc.   47,000  646
Bird Medical Technologies, Inc. (a)(c)  495,500  1,982
Gish Biomedical, Inc. (a)  12,500  86
HPSC, Inc. (a)  259,500  940
Hycor Biomedical, Inc. (a)  72,500  299
Instrumentarium Class B  50,000  1,038
Laser Industries Ltd. Ord. (a)(c)  325,000  1,828
Lunar Corp. (a)  25,000  425
Marquette Electronics, Inc. Class A (a)  33,500  779
Medical Technology Systems, Inc. (a)  122,500  689
Medrad, Inc.   41,200  618
Mentor Corp.   98,400  2,005
Merit Medical Systems, Inc. (a)  152,000  741
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Minntech Corp.   295,500 $ 4,506
Model Imperial, Inc. (a)  133,000  632
Moore Medical Corp. (a)  81,700  950
Orthofix International (a)  465,500  6,459
Proteon, Inc. (a)  48,000  354
Protocol Systems, Inc. (a)  131,300  1,296
PSICOR, Inc. (a)  88,000  1,056
St. Jude Medical, Inc.   30,500  1,159
SciMed Life Systems, Inc. (a)  188,300  11,157
Sterile Concepts Holdings (c)  350,000  5,819
Techne Corp.   35,000  385
Utah Medical Products, Inc. (a)(c)  713,200  7,221
Vital Signs, Inc.   93,500  1,169
  56,924
MEDICAL FACILITIES MANAGEMENT - 2.3%
America Service Group, Inc. (a)(c)  178,000  935
American Homepatient, Inc. (a)  96,200  2,453
Clinic Holdings Ltd.   374,200  275
Employee Benefit Plans, Inc. (a)  168,400  1,389
Homedco Group, Inc. (a)  245,000  10,152
Lincare Holdings, Inc. (a)  159,800  4,155
National Health Laboratories Holdings, Inc.   559,300  7,481
Res-Care, Inc. (a)  44,700  726
Sierra Tucson Companies, Inc. (a)  325,000  934
Universal Health Services, Inc. Class B (a)(c)  1,096,600  25,770
Vivra, Inc. (a)  69,050  2,089
  56,359
TOTAL HEALTH   129,053
HOLDING COMPANIES - 0.6%
Brierley Investments Ltd.   16,214,220  11,894
Catena AB Class A Free shares  100,000  832
Perry Group  150,000  308
Rorviks Gruppen AB Class B Free shares (a)  300,000  979
Skane-Gripen AB Ord.   50,000  366
  14,379
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 4.6%
ELECTRICAL EQUIPMENT - 1.0%
BMC Industries, Inc.   531,800 $ 9,439
Charter Power Systems, Inc.   137,600  2,855
Leitch Technology (a)  20,000  188
Lifeline Systems, Inc. (a)  52,500  368
Narkes Elektrisha Class B Free shares  10,000  226
Oak Industries, Inc. (a)  61,200  1,431
Philips NV (warrants) (a)  400,000  5,384
Star Paging International Holdings Ltd.   516,000  119
Star Paging International Holdings Ltd. (warrants) (a)  103,200  3
Twentsche Kabel Holding NV  10,000  1,349
Vertex Communications Corp. (a)  162,000  2,106
WPI Group, Inc. (a)  107,500  269
  23,737
INDUSTRIAL MACHINERY & EQUIPMENT - 2.6%
Alamo Group, Inc.   31,600  514
Allied Products Corp. (a)(c)  643,000  10,449
Amtrol, Inc.   205,000  3,203
Arts Way Manufacturing Co., Inc. (a)  50,000  300
Astec Industries, Inc. (a)  332,900  3,953
CMI Corp. Oklahoma Class A (a)  122,400  796
CPAC, Inc. (c)  354,906  4,081
Case Corp.   250,000  5,656
Core Industries, Inc.   268,300  2,750
EDAC Technologies Corp. (a)(c)  372,300  303
Enerflex Systems Ltd.   44,300  523
Fedders Corp. Class A (a)  198,500  1,017
Gasonics International Corp. (a)  329,600  5,191
Gehl Co. (a)(c)  318,100  2,187
IWP International  50,000  270
JLG Industries, Inc.   92,900  3,530
K-Tron International, Inc. (a)  114,000  1,140
Kverneland Gruppen AS  100,000  1,421
Park Ohio Industries, Inc. (a)  103,700  1,387
Powerscreen International PLC  150,000  581
Rule Industries, Inc. (a)  56,000  700
SkyJack, Inc. (a)  102,200  926
SkyJack, Inc. (a)(e)  300,000  2,718
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Speizman Industries, Inc. (a)(c)  273,600 $ 1,026
Summa Industries (a)  67,250  319
Svedala  100,000  2,358
Tylan General, Inc.   50,000  363
Varlen Corp.   173,350  4,204
Wedco Technology, Inc.   97,172  1,081
  62,947
POLLUTION CONTROL - 1.0%
American Ecology Corp.   170,400  1,086
Chempower, Inc. (a)(c)  687,700  2,794
Ecology & Environment, Inc. Class A  68,310  623
GZA GeoEnvironmental Technologies, Inc. (a)  143,300  609
Harding Associates Inc. (a)(c)  274,600  1,802
Horsehead Resource Development, Inc.   418,500  2,773
International Recovery Corp. (c)  396,900  6,003
Leslie Building Products (a)(c)  340,600  562
MFRI, Inc. (a)  202,300  986
NSC Corp.   165,500  414
OI Corp. (a)  49,700  199
Sani Gestion, Inc.   87,400  230
Sevenson Environmental Services, Inc. (c)  113,800  1,735
TRC Companies, Inc. (a)  235,300  1,971
Tanknology Environmental, Inc. (a)  465,000  1,133
Weston (Roy F.), Inc. Class A (a)(c)  371,300  1,880
  24,800
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   111,484
MEDIA & LEISURE - 2.7%
BROADCASTING - 0.5%
Canwest Global System Corp. (sub.-vtg.)  150,000  3,731
Central European Media Class C (a)  41,000  441
Cogeco, Inc.   227,100  1,090
Cogeco Cable, Inc.   250,000  1,466
Emmis Broadcasting Corp. Class A (a)  40,000  640
Multimedia, Inc. (a)  103,000  2,910
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
BROADCASTING - CONTINUED
Premier Choix Tvec, Inc. Class A  200,600 $ 1,853
Prime Television Ltd.   502,581  475
  12,606
ENTERTAINMENT - 0.2%
Airtour PLC  150,000  1,037
Carmike Cinemas, Inc. Class A (a)  100,000  2,213
Cinram Ltd.   125,000  966
S-K-I Ltd.   21,500  247
United Video, Inc. (a)  115,200  864
Vaughns, Inc. (a)  73,000  502
  5,829
LEISURE DURABLES & TOYS - 0.4%
Baldwin Piano & Organ Co. (a)  145,800  1,531
Bollinger Industrials, Inc. (a)  115,000  1,783
Brio AB B Free shares  70,700  725
Coast Distribution System (a)  201,300  1,459
Escalade, Inc. (a)  71,075  346
Varsity Spirit Corp. (a)(c)  180,500  3,441
  9,285
LODGING & GAMING - 0.3%
Friendly Hotels PLC  200,000  490
Hamilton Island Ltd. (a)  1,250,000  681
Queens Moat Houses PLC (a)  7,000,000  -
Resort Hotels PLC  1,690,200  -
Sands Regent (The)  91,572  618
Showboat, Inc.   277,000  3,774
Supertel Hospitality, Inc. (a)  94,400  1,204
  6,767
PUBLISHING - 0.1%
Aamulehti Yhtyma OY Series II (a)(e)  25,000  466
American Educational Products, Inc. (a)(c)  208,000  390
Artistic Greetings Inc.   206,400  722
Ming Pao Enterprise Corp. Ltd.   80,000  50
Perskor Groep Beperk  50,000  636
Sadlier (William H.), Inc.   10,000  45
  2,309
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 1.2%
ARK Restaurants Corp. (a)(c)  225,100 $ 1,801
Buffets, Inc. (a)  285,000  2,779
Consolidated Products, Inc. (a)(c)  613,530  6,289
Daka International, Inc. (a)(c)  270,000  3,982
Ground Round Restaurants, Inc. (a)(c)  622,000  3,499
M Corp, Inc. (c)  323,500  1,667
Quantum Restaurant Group, Inc. (a)  183,900  2,000
Ryan's Family Steak Houses, Inc. (a)  525,000  4,265
Sbarro, Inc.   51,000  1,179
Shoney's, Inc. (a)  110,800  1,302
  28,763
TOTAL MEDIA & LEISURE   65,559
NONDURABLES - 2.2%
AGRICULTURE - 0.1%
Bibby & Sons PLC  549,000  681
Kanthal AB Class B Free shares  180,000  2,853
  3,534
BEVERAGES - 0.1%
PepsiCo, Inc.   50,000  1,844
FOODS - 0.5%
Doskocil Cos., Inc. (a)  471,408  3,948
GoodMark Foods, Inc.   217,000  2,984
Raision Magariini OY  75,000  582
Raision Tehtaat OY V Free shares  109,000  1,874
TCBY Enterprises, Inc.   389,000  2,139
  11,527
HOUSEHOLD PRODUCTS - 0.6%
Allou Health & Beauty Corp. Class A (a)  141,000  1,198
Aloette Cosmetics, Inc. (a)  58,500  106
Helen of Troy Corp. (a)(c)  404,400  7,380
Jean Philippe Fragrances, Inc. (a)  82,000  635
MEM Co. (a)  37,400  164
Oriflame International SA  423,700  1,674
Paragon Trade Brands, Inc. (a)  165,900  2,115
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - CONTINUED
Playtex Products, Inc. (a)  102,400 $ 845
Safeskin Corp. (a)  84,100  1,188
  15,305
TOBACCO - 0.9%
RJR Nabisco Holdings Corp. (a)  1,129,200  6,634
Rothmans, Inc.   5,000  336
UST, Inc.   450,000  13,275
W.D. & H.O. Wills Holdings Ltd.   603,000  1,072
  21,317
TOTAL NONDURABLES   53,527
PRECIOUS METALS - 0.7%
Coolgardie Gold (a)  750,000  114
Equity Silver Mines Ltd. Class A (a)  1,000,000  306
GoldCorp, Inc. Class A   800,000  4,122
Industrias Penoles SA (a)  5,250,000  13,152
Richmont Mines, Inc. (a)  382,700  884
  18,578
RETAIL & WHOLESALE - 2.5%
APPAREL STORES - 0.2%
Baker (J.), Inc.   78,300  1,087
Chateau Stores of Canada Ltd. Class A  142,900  787
Dress Barn, Inc. (a)  210,000  2,100
Frederick's of Hollywood Class A  6,000  30
Nasan Industrial Co. (a)  500  16
One Price Clothing Stores, Inc. (a)  138,200  1,123
Pantorama Industries, Inc. (a)  100,000  135
  5,278
DRUG STORES - 0.5%
Jean Coutu Group, Inc. Class A  50,000  235
Medicine Shoppe International, Inc.   337,500  9,028
Vitalink Pharmacy Services, Inc. (a)  126,100  1,608
  10,871
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - 0.8%
Algonquin Mercantile Corp.   74,700 $ 186
Caldor Corp. (a)  280,000  5,880
Casey's General Stores, Inc.   270,800  3,994
Duckwall-Alto Stores, Inc. (a)  125,000  1,219
National Convenience Stores (a)  121,400  1,153
T & S Stores PLC  400,000  998
Uni Marts, Inc.   223,400  1,201
Value City Department Stores, Inc. (a)  99,100  855
Venture Stores, Inc.   313,800  3,844
  19,330
GROCERY STORES - 0.2%
Food Lion, Inc. Class A  353,900  1,924
Iceland Group PLC  500,000  1,209
Kesko OY  25,000  296
Riser Foods, Inc. Class A (a)  314,000  2,316
  5,745
RETAIL & WHOLESALE, MISCELLANEOUS - 0.8%
Best Products, Inc. (a)  518,596  2,982
Betterware PLC  100,000  66
Brookstone, Inc. (a)  111,300  612
Celebrity, Inc. (a)  133,500  801
Circuit City Stores, Inc.   25,000  562
Finish Line, Inc. Class A (a)(c)  403,600  3,027
InterTan, Inc.   44,500  356
Little Switzerland, Inc. (a)  158,800  655
Luria (L.) & Son, Inc. (a)(c)  230,000  1,610
Old American Stores, Inc. (a)  102,000  1,454
Partridge Fine Arts PLC  350,000  487
Rag Shops, Inc. (a)  115,800  492
Reeds Jewelers, Inc. (a)  85,550  770
Rex Stores Corp. (a)  101,000  1,654
Sound Advice, Inc. (a)(c)  370,900  2,133
Sun Television & Appliances, Inc.   120,000  1,155
  18,816
TOTAL RETAIL & WHOLESALE   60,040
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
SERVICES - 2.6%
ADVERTISING - 0.2%
American List Corp.   91,380 $ 1,645
CMG Information Services, Inc. (a)  80,000  1,740
  3,385
LEASING & RENTAL - 0.1%
Advantage Cos., Inc. (a)  92,400  1,548
Gowrings PLC  125,000  134
Renters Choice, Inc.   69,750  837
Sydney Aquarium Ltd.   250,000  426
  2,945
PRINTING - 1.3%
Cadmus Communications Corp.   294,500  4,712
City Investing Co. Liquidating Trust (a)  25,000  17
Devon Group, Inc. (a)(c)  635,600  17,956
Paris Business Forms, Inc. (a)(c)  220,500  717
Pubco Corp. (a)  150,000  712
Skybox International, Inc. (a)(c)  700,000  8,313
  32,427
SERVICES - 1.0%
Borg Warner Securities Corp. (a)  60,300  490
Caldwell Partners International Class A (c)  150,000  1,119
Children's Discovery Centers of America, Inc. (a)  141,000  1,833
Concord Career Colleges, Inc. (a)  130,000  37
Goldfarb Class A (a)  50,000  551
Health Care Services Group, Inc. (a)  207,000  2,872
Kinder-Care Learning Centers, Inc. (a)  68,000  807
Lawyers Title Corp.   247,000  2,841
Morgan & Banks Ltd.   250,000  284
Norrell Corp. GA  76,000  1,463
Oroamerica, Inc. (a)  296,500  1,927
Plasti Line, Inc. (a)  10,000  51
Programming & Systems, Inc. (c)  313,300  3
Right Management Consultants, Inc. (a)(c)  266,400  4,729
Seattle FilmWorks, Inc. (a)(c)  276,900  4,846
Scandiaconsult AB Free shares  100,000  799
  24,652
TOTAL SERVICES   63,409
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - 9.9%
COMMUNICATIONS EQUIPMENT - 0.9%
Circuit Systems, Inc. (a)(c)  501,500 $ 2,445
Code-Alarm, Inc. (a)  105,000  945
Communications Systems, Inc.   98,300  1,180
Computer Automation, Inc. (a)(c)  100,000  1
Dialogic Corp. (a)  49,500  1,089
Digital Systems International, Inc. (a)(c)  525,300  3,808
IPC Information Systems, Inc. (a)  69,000  897
Napco Security Systems, Inc. (a)  181,500  476
Nokia Corp. AB  15,000  2,180
Olicom AS (a)  235,000  2,291
Syntellect, Inc. (a)(c)  760,000  5,130
Zoom Telephonics, Inc. (a)  245,900  2,213
  22,655
COMPUTER SERVICES & SOFTWARE - 3.0%
Affiliated Computer Services Class A (a)  84,500  2,007
American Business Information, Inc. (a)  145,000  2,574
AutoInfo, Inc. (a)(c)  473,500  1,420
Black Box Corp.   112,700  1,521
Brandon Systems Corp.   117,800  2,165
CompuCom Systems, Inc. (a)  272,500  1,022
Computer Data Systems, Inc. (c)  500,000  4,969
Computer Horizons Corp. (a)  213,875  3,422
Digi International, Inc. (a)  25,000  538
ECI Telecom Ltd.   165,500  2,327
EIS International, Inc. (a)  161,400  2,572
Enea Data AB B Free shares (c)  122,700  1,406
Equitrac Corp. (a)  135,500  576
Getronics NV  253,841  9,136
Government Technology Services, Inc. (a)(c)  666,500  6,332
Group 1 Software, Inc. (a)  128,100  1,217
Harris Computer Systems Corp. (a)  52,000  689
Hartco Enterprises, Inc.   386,200  2,059
Inacom Corp. (a)(c)  580,900  5,010
Intera Information Technologies Corp. Class A (a)  100,000  341
Merkantildata (a)  75,000  393
Novell, Inc. (a)  239,900  4,258
Ross Systems (a)(d)  500,000  1,700
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Skrivervik Data  73,000 $ 710
Software Spectrum, Inc. (a)(c)  321,900  6,438
Sterling Software, Inc. (a)  184,900  6,610
Structural Dynamics Research Corp. (a)  96,400  566
Symix Systems, Inc.   16,000  128
  72,106
COMPUTERS & OFFICE EQUIPMENT - 2.3%
Black Arrow Group  750,000  486
Boca Research, Inc. (a)  157,500  1,929
CSP, Inc. (a)  66,800  534
Cray Research, Inc. (a)  73,500  1,084
Dataflex Corp. (a)  197,000  1,625
Equinox Systems, Inc. (a)(c)  342,000  3,163
Exabyte  45,000  771
Future Now, Inc. (a)(c)  723,000  3,434
Insight Enterprises, Inc.   100,000  1,025
Interface Systems, Inc. (c)  414,500  2,901
Interphase Corp. (a)(c)  354,800  3,193
Madge NV (a)  351,000  4,607
Micronics Computers, Inc. (a)(c)  979,600  5,143
P & P PLC   800,000  1,062
PenTech International, Inc. (a)  445,300  1,670
QMS, Inc. (a)  342,200  2,652
Quantum Corp. (a)  250,000  3,688
Rexon, Inc. (a)(c)  615,200  3,922
Robec, Inc. (a)  97,500  152
SBE, Inc. (a)(c)  136,100  1,191
Seagate Technology (a)  375,000  9,516
Scribona AB B Free shares  100,000  666
Semi-tech Microelectronics  1,009,304  1,847
  56,261
ELECTRONIC INSTRUMENTS - 1.1%
Aeroflex, Inc. (a)  350,722  1,359
Aetrium, Inc. (a)(c)  248,900  2,753
American Sensors, Inc.   33,000  487
BTU International, Inc. (a)(c)  517,200  2,327
Cohu, Inc. (c)  437,600  11,378
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
ELECTRONIC INSTRUMENTS - CONTINUED
DSP Technology, Inc. (a)(c)  168,600 $ 906
Electro Scientific Industries, Inc. (a)  139,900  2,693
Megatest Corp. (a)  230,100  2,071
Milltronics Ltd. (a)  100,000  942
Reliability, Inc. (a)(c)  250,500  689
  25,605
ELECTRONICS - 2.6%
Advance Circuits, Inc. (a)  123,100  1,693
Advanced Micro Devices, Inc. (a)  343,000  10,076
ASM Pacific Technology Ltd.   1,000,000  511
Bel Fuse, Inc. (a)(c)  495,900  4,401
Bergman & Beving AB B Free shares  100,000  2,011
Dallas Semiconductor Corp. (a)  100,000  1,575
Exar Corp. (a)(c)  769,650  15,778
Finvest B  357,500  307
Finvest OY Free shares B (warrants) (a)  65,000  10
Hadco Corp.   25,200  227
Integrated Circuit Systems, Inc.   95,000  1,069
LSI Logic Corp. of Canada (a)  50,000  133
Lattice Semiconductor Corp. (a)  249,300  5,391
Merix Corp. (a)  100,000  2,287
NView Corp. (a)(c)  336,500  2,650
Opti, Inc. (a)  48,900  880
Quality Semiconductor, Inc. (a)  9,000  94
Robinson Nugent, Inc.   230,000  2,070
Siliconix, Inc. (a)  253,000  3,479
Standard Microsystems Corp. (a)  150,000  4,200
Sterling Electronics Corp. (a)  236,400  2,807
Tower Semiconductor Ltd. (a)  100,000  1,375
Video Display Corp. (a)(c)  229,500  402
  63,426
PHOTOGRAPHIC EQUIPMENT - 0.0%
Photo Me International PLC  85,000  287
TOTAL TECHNOLOGY   240,340
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TRANSPORTATION - 2.0%
AIR TRANSPORTATION - 0.4%
Alaska Air Group, Inc. (a)  254,000 $ 3,778
Atlantic Southeast Airlines, Inc.   270,000  4,455
Helikopter Services AS  128,610  1,232
  9,465
RAILROADS - 0.2%
Portec, Inc. (a)(c)  307,230  3,840
SHIPPING - 0.1%
Global Ocean Carriers Ltd.   124,100  403
IMC Holdings Ltd.   250,000  220
Sea Containers Ltd.   168,900  2,365
  2,988
TRUCKING & FREIGHT - 1.3%
Aasche Transportation (a)  42,000  325
Anuhco, Inc. (a)  166,200  1,662
Arkansas Best Corp.   573,700  7,028
Arnold Industries, Inc.   287,000  5,381
Cannon Express, Inc. (a):
Class A  148,700  2,026
 Class B (c)  237,600  3,208
Intertrans Corp. (c)  589,000  8,025
Marten Transport Ltd. (a)(c)  163,900  3,032
OTR Express, Inc. (a)(c)  97,000  946
  31,633
TOTAL TRANSPORTATION   47,926
UTILITIES - 4.1%
CELLULAR - 0.0%
Korea Mobile Telecom Corp. (a)  300  204
ELECTRIC UTILITY - 0.8%
Central Maine Power Co.   518,600  7,195
Northern Ireland Electric PLC   2,000,000  11,092
  18,287
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UTILITIES - CONTINUED
GAS - 0.5%
Allegheny & Western Energy Corp. (a)(c)  632,300 $ 7,074
Aquila Gas Pipeline Corp.   153,700  1,114
Southwestern Energy Co.   362,200  4,482
  12,670
TELEPHONE SERVICES - 0.3%
Davel Communications Group, Inc. (a)(c)  312,300  3,826
Koninklijke PPT Nederland (a)(e)  132,200  4,332
  8,158
WATER - 2.5%
Northumbrian Water Group PLC Ord.   2,596,634  27,980
Southern Water PLC Ord.  500,000  4,132
Welsh Water PLC Ord.   3,000,000  27,587
  59,699
TOTAL UTILITIES   99,018
TOTAL COMMON STOCKS
(Cost $1,589,307)   1,751,976
PREFERRED STOCKS - 0.4%
CONVERTIBLE PREFERRED STOCKS - 0.3%
CONSTRUCTION & REAL ESTATE - 0.0%
CONSTRUCTION - 0.0%
U S Home Corp. (a)  45,000  748
ENERGY - 0.2%
OIL & GAS - 0.2%
Gerrity Oil & Gas Corp. $1.50   442,200  4,864
Patrick Petroleum Co. Series B   80,200  521
  5,385
MEDIA & LEISURE - 0.0%
LODGING & GAMING - 0.0%
Queens Moat Houses PLC #2 7 1/2% (a)  850,000  -
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
SERVICES - 0.1%
Automated Security Holdings 6%  2,013,000 $ 1,368
TOTAL CONVERTIBLE PREFERRED STOCKS   7,501
NONCONVERTIBLE PREFERRED STOCKS - 0.1%
FINANCE - 0.1%
CREDIT & OTHER FINANCE - 0.1%
Trilon Financial Corp.:
Class 1, Series A  87,100  828
 Class 2, Series 3  125,000  1,166
TOTAL FINANCE   1,994
MEDIA & LEISURE - 0.0%
RESTAURANTS - 0.0%
Sportscene Restaurants, Inc. $0.18   8  -
TOTAL NONCONVERTIBLE PREFERRED STOCKS   1,994
TOTAL PREFERRED STOCKS
(Cost $13,385)   9,495
CORPORATE BONDS - 0.2%
 MOODY'S RATINGS  PRINCIPAL 
 (UNAUDITED) AMOUNT (A) (000S) 
CONVERTIBLE BONDS - 0.2%
BASIC INDUSTRIES - 0.1%
PAPER & FOREST PRODUCTS - 0.1%
St. Laurent Paperboard, Inc. 8%, 
6/15/04 (e)  - CAD 1,350  1,267
ENERGY - 0.0%
OIL & GAS - 0.0%
Swift Energy Co. 6 1/2%, 6/30/03  -  900  794
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
CONVERTIBLE BONDS - CONTINUED
HOLDING COMPANIES - 0.0%
Brierley Investements Ltd. 9%, 6/30/98   - NZD 625 $ 419
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
Park Ohio Industries, Inc. 7 1/4%, 
6/15/04 (d)  -  2,000  1,860
MEDIA & LEISURE - 0.0%
RESTAURANTS - 0.0%
Consolidated Products, Inc. 10%, 11/30/02   -  135  452
TOTAL CONVERTIBLE BONDS   4,792
NONCONVERTIBLE BONDS - 0.0%
TECHNOLOGY - 0.0%
ELECTRONICS - 0.0%
Finvest OY 5 1/2%, 5/30/97  - FIM 325  58
TOTAL CORPORATE BONDS
(Cost $4,352)   4,850
U.S. TREASURY OBLIGATIONS - 20.4%
U.S. Treasury Bill yield at date of purchase
5.63%, 3/30/95  Aaa  400,000  396,572
6 3/4%, 2/28/97  Aaa  100,000  99,016
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $494,985)   495,588
REPURCHASE AGREEMENTS - 7.0%
 MATURITY 
 AMOUNT 
 (000S)
Investments in repurchase agreements, 
(U.S. Treasury obligations), in a 
joint trading account at 5.81% 
dated 1/31/95 due 2/1/95  $ 169,335  169,308
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,271,337)  $ 2,431,217
FORWARD FOREIGN CURRENCY CONTRACTS
AMOUNTS IN THOUSANDS  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
 19,666 GBP 3/7/95 $ 31,063 $ (363)
(Receivable amount $30,700)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 1.3%
CURRENCY ABBREVIATIONS
GBP - British pound
CAD - Canadian dollar
FIM - Finnish markka
NZD - New Zealand dollar
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(c) Affiliated company (see Note 6 of Notes to Financial Statements).
(d) 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
Belden & 
Blake Corp. 12/8/92 $788,000
Park Ohio
Industries, Inc.
7 1/4%, 6/15/04 6/6/94 $2,000,000
Ross Systems 1/4/95 $1,875,000
(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 $33,249,000 or 1.4% of net
assets.
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States  81.8%
United Kingdom  4.9
Canada  4.1
Finland  1.5
Sweden  1.3
Netherlands  1.2
Others (individually less than 1%)  5.2
TOTAL  100.0%
INCOME TAX INFORMATION
At January 31, 1995, the aggregate cost of investment securities for income
tax purposes was $2,271,557,000. Net unrealized appreciation  aggregated
$159,660,000, of which $313,443,000 related to appreciated investment
securities and $153,783,000 related to depreciated investment securities. 
 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES 
 
<TABLE>
<CAPTION>
<S>                                                                            <C>        <C>           
AMOUNTS IN THOUSANDS (EXCEPT PER SHARE AMOUNTS) JANUARY 31, 1995 (UNAUDITED)                            
 
ASSETS                                                                                                  
 
Investment in securities, at value (including repurchase                                  $ 2,431,217   
agreements of $169,308) (cost $2,271,337) -                                                             
See accompanying schedule                                                                               
 
Cash                                                                                       1            
 
Receivable for investments sold                                                            12,960       
 
Receivable for fund shares sold                                                            9,447        
 
Dividends receivable                                                                       2,674        
 
Interest receivable                                                                        2,888        
 
Other receivables                                                                          102          
 
 TOTAL ASSETS                                                                              2,459,289    
 
LIABILITIES                                                                                             
 
Payable for investments purchased                                              $ 41,557                 
 
Unrealized depreciation on foreign currency contracts                           363                     
 
Payable for fund shares redeemed                                                3,062                   
 
Accrued management fee                                                          1,645                   
 
Other payables and accrued expenses                                             838                     
 
 TOTAL LIABILITIES                                                                         47,465       
 
NET ASSETS                                                                                $ 2,411,824   
 
Net Assets consist of:                                                                                  
 
Paid in capital                                                                           $ 2,244,879   
 
Undistributed net investment income                                                        4,866        
 
Accumulated undistributed net realized gain (loss) on                                      2,281        
investments and foreign currency transactions                                                           
 
Net unrealized appreciation (depreciation) on                                              159,798      
investments and assets and liabilities in foreign                                                       
currencies                                                                                              
 
NET ASSETS, for 150,817 shares outstanding                                                $ 2,411,824   
 
NET ASSET VALUE and redemption price per share                                             $15.99       
($2,411,824 (divided by) 150,817 shares)                                                                
 
Maximum offering price per share (100/97.00 of $15.99)                                     $16.48       
 
</TABLE>
 
STATEMENT OF OPERATIONS 
 
<TABLE>
<CAPTION>
<S>                                                                   <C>         <C>         
AMOUNTS IN THOUSANDS  SIX MONTHS ENDED JANUARY 31, 1995 (UNAUDITED)                           
 
INVESTMENT INCOME                                                                 $ 10,481    
Dividends (including $2,220 received from                                                     
affiliated issuers)                                                                           
 
Interest                                                                           15,391     
 
 TOTAL INCOME                                                                      25,872     
 
EXPENSES                                                                                      
 
Management fee                                                        $ 7,748                 
Basic fee                                                                                     
 
 Performance adjustment                                                1,755                  
 
Transfer agent fees                                                    3,036                  
 
 Redemption fees                                                       (19)                   
 
Accounting fees and expenses                                           380                    
 
Non-interested trustees' compensation                                  6                      
 
Custodian fees and expenses                                            239                    
 
Registration fees                                                      79                     
 
Audit                                                                  37                     
 
Legal                                                                  10                     
 
 Total expenses before reductions                                      13,271                 
 
 Expense reductions                                                    (70)        13,201     
 
NET INVESTMENT INCOME                                                              12,671     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                           
Net realized gain (loss) on:                                                                  
 
 Investment securities (including realized gain (loss) of              68,718                 
$14,942 on sales of investments in affiliated issuers)                                        
 
 Foreign currency transactions                                         (1,114)                
 
 Futures contracts                                                     138         67,742     
 
Change in net unrealized appreciation (depreciation) on:                                      
 
 Investment securities                                                 (20,759)               
 
 Assets and liabilities in foreign currencies                          591         (20,168)   
 
NET GAIN (LOSS)                                                                    47,574     
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                                   $ 60,245    
FROM OPERATIONS                                                                               
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>              <C>             
AMOUNTS IN THOUSANDS                                      SIX MONTHS       YEAR ENDED      
                                                          ENDED JANUARY    JULY 31, 1994   
                                                          31, 1995                         
                                                          (UNAUDITED)                      
 
INCREASE (DECREASE) IN NET ASSETS                                                          
 
Operations                                                $ 12,671         $ 10,615        
Net investment income                                                                      
 
 Net realized gain (loss)                                  67,742           301,603        
 
 Change in net unrealized appreciation (depreciation)      (20,168)         (55,400)       
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           60,245           256,818        
FROM OPERATIONS                                                                            
 
Distributions to shareholders:                             (12,296)         (18,316)       
From net investment income                                                                 
 
 From net realized gain                                    (264,900)        (185,598)      
 
 TOTAL  DISTRIBUTIONS                                      (277,196)        (203,914)      
 
Share transactions                                         405,060          562,786        
Net proceeds from sales of shares                                                          
 
 Reinvestment of distributions                             271,490          200,318        
 
 Cost of shares redeemed                                   (214,689)        (766,243)      
 
 Redemption fees                                           349              449            
 
 Net increase (decrease) in net assets resulting from      462,210          (2,690)        
share transactions                                                                         
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  245,259          50,214         
 
NET ASSETS                                                                                 
 
 Beginning of period                                       2,166,565        2,116,351      
 
 End of period (including undistributed net investment    $ 2,411,824      $ 2,166,565     
income of $4,866 and $5,052, respectively)                                                 
 
OTHER INFORMATION                                                                          
Shares                                                                                     
 
 Sold                                                      22,148           32,038         
 
 Issued in reinvestment of distributions                   16,520           11,968         
 
 Redeemed                                                  (10,811)         (44,188)       
 
 Net increase (decrease)                                   27,857           (182)          
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
   DECEMBER 27, 1989
   (COMMENCEMENT OF  
 SIX MONTHS ENDED  OPERATIONS) TO    
 JANUARY 31, 1995 YEARS ENDED JULY 31, JULY 31,        
  (UNAUDITED)  1994 1993 1992 1991 1990        
 
<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>       <C>       <C>       <C>       
SELECTED PER-SHARE DATA                                                                    
 
Net asset value, beginning     $ 17.62   $ 17.19   $ 14.94   $ 12.63   $ 10.74   $ 10.00   
of period                                                                                  
 
Income from Investment                                                                     
Operations                                                                                 
 
 Net investment income          .08       .06       .15       .11       .17 D     .12      
 
 Net realized and               .43       2.15      2.88      2.93      2.09      .60      
 unrealized gain (loss)                                                                    
 
 Total from investment          .51       2.21      3.03      3.04      2.26      .72      
 operations                                                                                
 
Less Distributions              (.09)     (.16)     (.10)     (.15)     (.14)     -        
From net investment                                                                        
 income                                                                                    
 
 From net realized gain         (2.05)    (1.62)    (.69)     (.60)     (.26)     -        
 
 Total distributions            (2.14)    (1.78)    (.79)     (.75)     (.40)     -        
 
Redemption fees added to        .00       .00       .01       .02       .03       .02      
paid in capital                                                                            
 
Net asset value,               $ 15.99   $ 17.62   $ 17.19   $ 14.94   $ 12.63   $ 10.74   
end of period                                                                              
 
TOTAL RETURN B, C               2.84%     13.67%    21.32     25.55     22.72     7.40%    
                                                   %         %         %                   
 
RATIOS AND SUPPLEMENTAL DATA                                                               
 
Net assets, end of period      $ 2,412   $ 2,167   $ 2,116   $ 928     $ 256     $ 116     
(in millions)                                                                              
 
Ratio of expenses to            1.13%     1.13%     1.12      1.20      1.36      1.92%    
average net assets             A                   %         %         %         A         
 
Ratio of expenses to            1.13%     1.14%     1.12      1.20      1.36      1.92%    
average net assets             A                   %         %         %         A         
before expense                                                                             
reductions                                                                                 
 
Ratio of net investment         1.08%     .51%      1.00      1.27      2.14      3.77%    
income to average              A                   %         %         %         A         
net assets                                                                                 
 
Portfolio turnover rate         55%       54%       47        82        84        126%     
                               A                   %         %         %         A         
 
</TABLE>
 
A ANNUALIZED
B THE TOTAL  RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH AMOUNTED TO
$.02 PER SHARE.
NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 1995 (Unaudited)
 
 
8. SIGNIFICANT ACCOUNTING 
POLICIES.
Fidelity Low-Priced Stock Fund (the fund) is a fund of Fidelity Puritan
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (including restricted securities) for which
exchange quotations are not readily available (and in certain cases debt
securities which trade on an exchange), are valued primarily using
dealer-supplied valuations or at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees. Short-term securities 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 the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Reported net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of forward
currency contracts,  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. 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 securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. 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.
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for  foreign
currency transactions and losses deferred due to wash sales. The fund also
utilized earnings and profits distributed to shareholders on redemption of
shares as a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect net investment income per share. Accumulated undistributed 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 the fund less than 90 days are subject to a
redemption fee equal to 1.50% 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 the
fund and its 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.
9. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. These contracts
involve market risk in excess of the unrealized gain or loss reflected in
the fund's Statement of Assets and Liabilities. The U.S. dollar value of
the currencies the fund has committed to buy or sell is shown in the
schedule of investments under the caption "Forward Foreign Currency
Contracts." This amount represents the aggregate exposure to each currency
the fund has acquired or hedged through currency contracts at period end.
Losses may arise from changes in the value of the foreign currency or if
the counterparties do not perform under the contracts' terms. 
2. OPERATING POLICIES - CONTINUED
FORWARD FOREIGN CURRENCY 
CONTRACTS - CONTINUED 
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
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 fund, through its custodian, receives 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 fund's 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 fund, along with other affiliated
entities of FMR, may transfer uninvested cash balances into one or more
joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
FUTURES CONTRACTS AND OPTIONS.  The fund may use futures and options
contracts to manage its exposure to the stock and bond markets and to
fluctuations in interest  rates and currency values. Buying futures,
writing puts, and buying calls tend to increase the fund's exposure to the
underlying instrument. Selling futures, buying puts, and writing calls tend
to decrease the fund's exposure to the underlying instrument, or hedge
other fund investments. Losses may arise from changes in the value of the
underlying instruments, if there is an illiquid secondary market for the
contracts, or if the counterparties do not perform under the contracts'
terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options 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.
RESTRICTED SECURITIES. The fund is 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. At the
end of the period, restricted securities (excluding 144A issues) amounted
to $4,794,000 or 0.2% of net assets.
10. PURCHASES AND SALES 
OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated 
3. PURCHASES AND SALES 
OF INVESTMENTS - CONTINUED
$638,100,000 and $486,671,000, respectively, of which purchases of U.S.
government and government agency obligations aggregated $98,500,000.
The market value of futures contracts opened and closed during the period
amounted to $127,577,000 and $127,715,000, respectively.
11. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from  .2700% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during  the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The annual individual fund fee rate is .35%. The
basic fee is subject to a performance adjustment (up to a maximum of
(plus/minus) .20%) based on the fund's investment performance as compared
to the appropriate index over a specified period of time.   For the period,
the management fee was equivalent to an annualized rate of .81% of average
net assets after the performance adjustment.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $1,708,000  on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
During the period February 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursant to which FSC receives
account fees and asset-based fees that vary according to account size and
type of account. FSC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements.
ACCOUNTING FEES. Fidelity Service Co. (FSC), an affiliate of FMR, maintains
the fund's accounting records. The fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid 
to these affiliated firms were $207,000 for the period.
12. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$70,000 under this arrangement.
13. TRANSACTIONS WITH 
AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions with companies which are or
were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
AAF Industries PLC (a)                 $ -      $ -      $ -    $ 691     
 
Aceto Corp.                             673      83       -      4,615    
 
Aetrium, Inc.  (a)                      226      -        -      2,753    
 
Akita Drilling Ltd. Class A             -        -        -      1,221    
(non-vtg.) (a)                                                            
 
Alamco, Inc. (a)                        605      -        -      2,519    
 
Allegheny & Western Energy Corp.        1,959    -        -      7,074    
(a)                                                                       
 
Allied Products Corp. (a)               1,463    -        -      10,449   
 
Allied Research Corp. (a)               -        519      -      1,112    
 
America Service Group, Inc. (a)         100      -        -      935      
 
American Consumer Products              -        -        -      489      
Corp. (a)                                                                 
 
American Educational Products,          -        -        -      390      
Inc. (a)                                                                  
 
American Indemnity Financial Corp.      -        -        23     2,207    
 
AMRE, Inc.                              -        2,018    20     -        
 
Aran Energy (a)                         -        437      -      11,340   
 
ARI Holdings, Inc. (a)                  -        104      -      1,142    
 
ARK Restaurants Corp. (a)               -        -        -      1,801    
 
AutoInfo, Inc. (a)                      -        536      -      1,420    
 
Aztec Manufacturing Co.                 -        -        -      2,800    
 
Baldwin Piano & Organ C0. (a)           -        388      -      -        
 
Bank Atlantic Bancorp, Inc.             463      -        44     5,607    
 
Bankunited Financial Corp. Class A      -        -        -      666      
 
Banyan Short Term Income Trust          -        -        -      1,429    
(SBI) (a)                                                                 
 
Banyan Strategic Land Trust (SBI)       -        -        198    4,091    
 
Bel Fuse, Inc. (a)                      1,088    45       -      4,401    
 
Belden & Blake Corp. (a)                -        814      -      4,307    
 
Benihana National Corp.                 -        777      -      -        
 
Bird Medical Technologies, Inc. (a)     121      -        -      1,982    
 
BMC Industries, Inc.                    -        -        -      -        
 
Brock Exploration Corp.                 -        100      -      -        
 
BTU International, Inc. (a)             -        46       -      2,327    
 
Caldwell Partners International         121      -        15     1,119    
Class A                                                                   
 
Cannon Express Class B (a)              139      -        -      3,208    
 
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
Castle Energy Corp. (a)                $ -    $ -      $ -    $ 13,177   
 
Cavco Industries, Inc. (a)              -      17       -      2,914     
 
CB Bancorp, Inc.                        -      676      -      -         
 
Cenit Bancorp, Inc.                     -      469      -      -         
 
Chempower, Inc. (a)                     153    202      -      2,794     
 
Circle Financial Corp.                  -      485      14     -         
 
Circuit Systems, Inc. (a)               131    176      -      2,445     
 
Cliffs Drilling Co.                     -      2,540    -      -         
 
Coast Distribution System               -      -        -      -         
 
Coastal Bancorp, Inc.                   -      -        -      4,355     
 
Cohu, Inc.                              675    -        51     11,378    
 
Cold Metal Products, Inc. (a)           194    -        -      4,195     
 
Collective Bancorp, Inc.                990    -        162    18,881    
 
Columbus Energy Corp. (a)               -      -        -      2,084     
 
Computer Automation, Inc. (a)           -      -        -      1         
 
Computer Data Systems, Inc.             109    366      51     4,969     
 
Concord Fabrics, Inc. Class A           305    -        -      1,600     
 
Consolidated Products, Inc. (a)         -      -        -      6,289     
 
ConVest Energy Corp.                    -      1,657    -      -         
 
Cooperative Bankshares, Inc. (a)        -      -        -      2,088     
 
Core Industries, Inc.                   -      652      32     -         
 
CPAC, Inc.                              -      30       19     4,081     
 
Cube Energy Corp. (a)                   445    -        -      1,190     
 
Daka International, Inc. (a)            -      303      -      3,982     
 
Dataflex Corp.                          -      213      -      -         
 
Datron Systems, Inc. (a)                -      49       -      2,664     
 
Davel Communications Group, Inc.        -      -        -      3,826     
(a)                                                                      
 
Decorator Industries, Inc.              369    -        22     1,573     
 
Devon Group, Inc. (a)                   -      532      -      17,956    
 
Digital Systems International, Inc.     -      1,701    -      3,808     
(a)                                                                      
 
DMI Furniture, Inc.                     -      181      -      -         
 
Drew Industries, Inc.                   -      949      -      2,625     
 
DSP Technology, Inc. (a)                -      -        -      906       
 
Durakon Industries, Inc. (a)            41     95       -      5,769     
 
EDAC Technologies Corp. (a)             -      -        -      303       
 
Elco Industries, Inc.                   499    -        126    6,641     
 
Eljer Industries, Inc. (a)              701    567      -      2,991     
 
Enea Data AB B Free shares              -      -        -      1,406     
 
ENEX Resources Corp.                    -      -        14     1,299     
 
Equinox Systems, Inc. (a)               776    -        -      3,163     
 
Exar Corp. (a)                          289    1,889    -      15,778    
 
Federal Screws Works                    117    -        65     2,094     
 
Financial Security Corp. (a)            -      111      -      -         
 
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
Finish Line, Inc. Class A (a)            $ 1,278   $ -      $ -    $ 3,027   
 
Firstbank Puerto Rico (a)                 5,432     -        -      16,422   
 
First State Financial Services, Inc.      -         97       29     2,188    
 
Foremost Industries, Inc (a)              -         -        -      1,297    
 
FSI International, Inc.                   -         1,760    -      -        
 
Future Now, Inc. (a)                      549       -        -      3,434    
 
GBC Bancorp.                              -         -        77     6,227    
 
G-III Apparel Group Ltd. (a)              156       -        -      842      
 
Gehl Co. (a)                              -         -        -      2,187    
 
Giant Industries, Inc.                    -         110      58     10,039   
 
Global Ocean Carriers Ltd.                -         261      -      -        
 
Government Technology                     -         -        -      6,332    
Services, Inc. (a)                                                           
 
Ground Round Restaurants, Inc.            131       71       -      3,499    
(a)                                                                          
 
Harding Associates, Inc. (a)              52        -        -      1,802    
 
Helen of Troy Corp. (a)                   -         -        -      7,380    
 
Higgs & Hill PLC                          -         399      56     4,590    
 
Homeowners Group, Inc. (a)                -         490      -      -        
 
Huffman Koos, Inc. (a)                    164       -        -      2,744    
 
Inacom Corp. (a)                          415       272      -      5,010    
 
Independence Federal Savings              -         -        -      702      
Bank                                                                         
 
Interface Systems, Inc.                   494       -        33     2,901    
 
Intermetco Ltd.                           -         -        26     1,660    
 
International Jensen, Inc. (a)            -         -        -      5,670    
 
International Recovery Corp.              389       -        37     6,003    
 
Interphase Corp. (a)                      -         504      -      3,193    
 
Intertrans Corp.                          -         -        44     8,025    
 
Keptel, Inc.                              -         1,929    -      -        
 
Kinark Corp. (a)                          -         411      -      906      
 
Laser Industries Ltd. Ord. (a)            177       -        -      1,828    
 
Leslie Building Products (a)              -         63       -      562      
 
LF Bancorp., Inc.                         -         -        26     1,333    
 
Libbey, Inc.                              289       1,204    129    13,043   
 
Lincoln Foodservice Products,             -         2,126    -      -        
Inc.                                                                         
 
Lund International Holdings, Inc.         -         -        -      6,188    
(a)                                                                          
 
Luria (L.) & Son, Inc. (a)                -         -        -      1,610    
 
M Corp Inc.                               -         -        21     1,667    
 
Marion Capital Holdings, Inc.             -         803      44     1,875    
 
Marten Transport Ltd. (a)                 138       -        -      3,032    
 
Medalist Industries, Inc.                 -         869      -      -        
 
Merchants Group, Inc.                     -         635      28     3,792    
 
Mercury Air Group                         -         -        -      -        
 
Metro Bancshares, Inc.                    -         433      -      -        
 
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
Microlog Corp.                         $ -      $ 66   $ -    $ -      
 
Micronics Computers, Inc. (a)           196      175    -      5,143   
 
Mid South Insurance Co.                 -        496    -      -       
 
MFRI, Inc. (a)                          -        700    -      -       
 
Miller Building Systems, Inc.           -        98     -      -       
 
Napco Security Systems, Inc. (a)        -        72     -      -       
 
NFS Financial Corp.                     -        472    22     -       
 
NView Corp. (a)                         649      172    -      2,650   
 
Oriole Homes Corp. Class B              -        -      108    1,856   
 
OTR Express, Inc. (a)                   -        -      -      946     
 
Paris Business Forms, Inc. (a)          16       -      -      717     
 
Patrick Industries, Inc.                981      -      -      6,021   
 
PCI Services, Inc. (a)                  426      -      -      2,823   
 
Pe Ben Oilfield Services Ltd. (a)       45       -      -      246     
 
Petroleum Development Corp. (a)         116      -      -      1,107   
 
Polk Audio, Inc. (a)                    -        26     -      1,262   
 
PONCEBANK                               54       -      -      2,464   
 
Portec, Inc. (a)                        639      -      -      3,840   
 
Printronix, Inc.                        -        457    -      -       
 
Programming & Systems, Inc.             -        -      -      3       
 
Pubco Corp.                             -        -      -      -       
 
Quixote Corp.                           -        562    53     4,731   
 
Raytech Corp. (a)                       367      -      -      1,043   
 
RB&W Corp. (a)                          -        699    -      3,726   
 
Reliability, Inc. (a)                   88       -      -      689     
 
Republic Automotive Parts, Inc. (a)     -        643    -      2,698   
 
Rexon, Inc. (a)                         -        283    -      3,922   
 
Right Management Consultants,           149      -      -      4,729   
Inc. (a)                                                               
 
RLI Corp.                               -        -      -      6,432   
 
Roanoke Electric Steel Corp.            1,495    249    127    5,837   
 
Ropak Corp.                             141      423    -      -       
 
SBE, Inc. (a)                           -        125    -      1,191   
 
Scientific Software Intercomp, Inc.     -        482    -      -       
(a)                                                                    
 
Seattle FilmWorks, Inc. (a)             -        158    -      4,846   
 
Serv-Tech, Inc. (a)                     12       -      -      1,990   
 
Sevenson Enviromental Services,         233      -      11     1,735   
Inc.                                                                   
 
Shelter Components Corp.                -        -      -      4,431   
 
Sico, Inc.                              -        551    -      -       
 
Skybox International, Inc. (a)          3,148    -      -      8,313   
 
Slater Industries Class B (a)           880      -      -      4,240   
 
Smalls Oilfield Services Corp. (a)      -        -      -      431     
 
Software Spectrum, Inc. (a)             1,289    -      -      6,438   
 
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
Sound Advice, Inc. (a)               $ -        $ -        $ -      $ 2,133     
 
Spartech Corp. (a)                    256        310        -        4,135      
 
Speizman Industries, Inc. (a)         131        -          -        1,026      
 
Steel Of West Virginia, Inc. (a)      52         531        -        6,660      
 
Sterile Concepts Holdings             1,336      -          14       5,819      
 
Stewart Information Services          15         -          57       8,781      
Corp.                                                                           
 
Summit Bancorp., Inc.                 -          -          -        -          
 
Surrey Metro Savings Credit                                                     
Union (non-vtg.)                      -          -          38       2,559      
 
Syds-Sonderjylland Holding (a)        -          466        -        10,168     
 
Synellect Inc. (a)                    2,041      -          -        5,130      
 
Tay Homes PLC                         -          707        181      5,340      
 
Terra Mining AB                       -          1,106      -        5,594      
 
Third Finacial Corp.                  -          162        -        -          
 
Toastmaster, Inc.                     937        697        27       4,409      
 
Travel Ports of America (a)           -          -          -        848        
 
Uni Select, Inc.                      -          -          33       4,429      
 
Universal Health Services, Inc.                                                 
Class B (a)                           308        569        -        25,770     
 
U.S. Home Corp. (a)                   -          -          -        9,216      
 
US Intec, Inc.                        -          808        -        -          
 
Utah Medical Products, Inc. (a)       1,971      -          -        7,221      
 
Valley Forge Corp.                    1,492      -          12       3,090      
 
Varsity Spirit Corp. (a)              397        -          -        3,441      
 
Vertex Communications Corp. (a)       -          1,449      -        -          
 
Video Display Corp. (a)               -          -          -        402        
 
Warren Bancorp, Inc. (a)              -          128        -        1,771      
 
Watsco, Inc Class A                   -          -          33       4,107      
 
Watsco, Inc Class B (cv.)             -          -          9        1,142      
 
Weston (Roy F.), Inc. Class A (a)     -          270        -        1,880      
 
Williams Clayton Energy, Inc. (a)     293        -          -        2,034      
 
Wynn's International, Inc.            -          65         31       -          
 
TOTALS                               $ 42,569   $ 46,341   $ 2,220  $ 605,935   
 
(a) Non-income producing.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
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services for quotes and balances. The  services are easy to use,
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call a Fidelity representative at 1-800-
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470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
4611 Sharon Road
Charlotte, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
215 South State Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
 
 
 
 
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
INVESTMENT SUB-ADVISER
Fidelity Management & Research 
 (U.K.) Inc.
 London, England
Fidelity Management & Research 
 (Far East) Inc. 
 Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Joel Tillinghast, Vice President
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Fidelity Fifty
Growth Company Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
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)
(registered trademark)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE
 
FIDELITY
 
 
(REGISTERED TRADEMARK)
BALANCED
FUND
SEMIANNUAL REPORT
JANUARY 31, 1995 
CONTENTS
 
 
PRESIDENT'S MESSAGE    3    Ned Johnson on investing                 
                            strategies.                              
 
PERFORMANCE            4    How the fund has done over time.         
 
FUND TALK              6    The manager's review of fund             
                            performance, strategy and outlook.       
 
INVESTMENT CHANGES     9    A summary of major shifts in the         
                            fund's investments over the past six     
                            months.                                  
 
INVESTMENTS            10   A complete list of the fund's            
                            investments with their market            
                            values.                                  
 
FINANCIAL STATEMENTS   33   Statements of assets and liabilities,    
                            operations, and changes in net           
                            assets,                                  
                            as well as financial highlights.         
 
NOTES                  37   Notes to the financial statements.       
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMA-
TION 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:
Although there have been a few positive market indications so far in 1995,
no one can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. A fund's total
return figure includes changes in a fund's share price, plus reinvestment
of any dividends (or income) and capital gains (the profits the fund earns
when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1995    PAST 6   PAST 1   PAST 5   LIFE OF   
                                  MONTHS   YEAR     YEARS    FUND      
 
Balanced                          -2.29%   -7.79%   59.74%   120.90%   
 
S&P 500(registered trademark)     4.17%    0.53%    66.90%   148.57%   
 
Lehman Brothers Aggregate Bond    0.98%    -2.31%   49.28%   n/a       
Index                                                                  
 
Average Balanced Fund             0.84%    -3.76%   54.90%   102.66%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years, or
since the fund started on November 6, 1986. For example, if you had
invested $1,000 in a fund that had a 5% return over the past year, you
would end up with $1,050. For comparison, you can look at both the
performance of the Standard & Poor's Composite Index of 500 Stocks - a
common proxy for the U.S. stock market - and the performance of the Lehman
Brothers Aggregate Bond Index, a broad measure of the bond market. To
measure how the fund's performance stacked up against its peers, you can
compare it to the average balanced fund, which currently reflects the
performance of 176 balanced funds tracked by Lipper Analytical Services.
These benchmarks include reinvested dividends and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1995         PAST 1   PAST 5   LIFE OF   
                                       YEAR     YEARS    FUND      
 
Balanced                               -7.79%   9.82%    10.09%    
 
S&P 500                                0.53%    10.79%   11.68%    
 
Lehman Brothers Aggregate Bond Index   -2.31%   8.34%    n/a       
 
Average Balanced Fund                  -3.76%   9.09%    8.88%     
 
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
              Balanced (304)      Standard & Poor's 50Aggregate Bond Index
     11/30/86            10000.00            10000.00            10000.00
     12/31/86             9970.56             9745.00            10038.18
     01/31/87            10490.67            11057.65            10179.36
     02/28/87            10765.45            11494.43            10249.95
     03/31/87            10942.82            11826.62            10203.75
     04/30/87            10675.43            11721.36             9923.96
     05/31/87            10625.92            11823.34             9885.13
     06/30/87            10845.17            12420.42            10021.18
     07/31/87            10995.11            13050.13            10013.48
     08/31/87            11135.04            13536.90             9959.89
     09/30/87            10945.73            13240.44             9747.80
     10/31/87            10019.00            10388.45            10094.98
     11/30/87             9864.55             9532.44            10175.83
     12/31/87            10166.91            10257.86            10314.45
     01/31/88            10648.06            10689.72            10677.02
     02/29/88            10951.39            11187.86            10803.76
     03/31/88            10854.98            10842.15            10702.37
     04/30/88            10939.87            10962.50            10644.61
     05/31/88            10982.31            11057.87            10573.06
     06/30/88            11420.26            11565.43            10828.15
     07/31/88            11355.68            11521.48            10771.35
     08/31/88            11301.86            11129.75            10799.59
     09/30/88            11572.03            11603.88            11044.09
     10/31/88            11746.70            11926.47            11252.01
     11/30/88            11637.53            11755.92            11115.32
     12/31/88            11771.18            11961.65            11127.83
     01/31/89            12172.85            12837.24            11287.94
     02/28/89            12083.59            12517.59            11206.12
     03/31/89            12217.64            12809.25            11254.57
     04/30/89            12613.58            13474.05            11490.09
     05/31/89            12896.40            14019.75            11792.02
     06/30/89            13089.01            13939.84            12151.06
     07/31/89            13604.78            15198.61            12409.36
     08/31/89            13685.01            15496.50            12225.50
     09/30/89            13695.74            15432.96            12288.07
     10/31/89            13742.17            15074.92            12590.96
     11/30/89            13951.09            15382.45            12710.97
     12/31/89            14091.15            15751.63            12744.98
     01/31/90            13570.63            14694.69            12593.53
     02/28/90            13669.78            14884.25            12633.96
     03/31/90            13781.31            15278.69            12643.27
     04/30/90            13592.87            14896.72            12527.43
     05/31/90            14045.13            16349.15            12898.35
     06/30/90            14107.61            16237.98            13105.31
     07/31/90            14145.81            16186.01            13286.59
     08/31/90            13547.38            14722.80            13109.16
     09/30/90            13326.06            14005.80            13217.61
     10/31/90            13261.50            13945.57            13385.42
     11/30/90            13726.36            14846.46            13673.55
     12/31/90            14025.60            15260.67            13886.61
     01/31/91            14606.16            15926.04            14058.27
     02/28/91            15265.87            17064.75            14178.27
     03/31/91            15557.86            17477.72            14275.81
     04/30/91            15811.81            17519.66            14430.47
     05/31/91            16319.72            18276.51            14514.86
     06/30/91            16022.99            17439.45            14507.48
     07/31/91            16442.51            18252.13            14708.66
     08/31/91            16821.43            18684.70            15026.95
     09/30/91            16964.59            18372.67            15331.45
     10/31/91            17344.08            18618.86            15502.15
     11/30/91            17034.87            17868.52            15644.29
     12/31/91            17781.86            19912.68            16108.90
     01/31/92            17781.86            19542.31            15889.75
     02/29/92            18041.03            19796.35            15993.07
     03/31/92            17926.02            19410.33            15902.91
     04/30/92            18144.63            19980.99            16017.78
     05/31/92            18479.83            20078.90            16320.03
     06/30/92            18421.89            19779.72            16544.63
     07/31/92            18864.37            20588.71            16882.18
     08/31/92            18967.61            20166.64            17053.20
     09/30/92            19098.83            20404.61            17255.34
     10/31/92            19007.31            20476.03            17026.57
     11/30/92            19053.07            21174.26            17030.42
     12/31/92            19194.72            21434.70            17301.23
     01/31/93            19616.41            21614.75            17633.00
     02/28/93            20147.43            21908.71            17941.67
     03/31/93            20789.93            22370.99            18016.43
     04/30/93            21453.44            21829.61            18141.89
     05/31/93            21800.99            22414.64            18164.99
     06/30/93            21818.19            22479.65            18494.19
     07/31/93            22105.69            22389.73            18598.79
     08/31/93            22824.45            23238.30            18924.79
     09/30/93            22604.65            23059.36            18976.77
     10/31/93            22788.70            23536.69            19047.68
     11/30/93            22387.14            23313.09            18885.64
     12/31/93            22894.96            23595.18            18988.00
     01/31/94            23510.51            24397.42            19244.37
     02/28/94            23100.14            23736.25            18910.03
     03/31/94            22152.02            22701.35            18443.82
     04/30/94            21962.10            22991.92            18296.54
     05/31/94            21996.63            23368.99            18293.97
     06/30/94            21769.73            22796.45            18253.55
     07/31/94            22187.04            23544.18            18616.12
     08/31/94            22395.69            24509.49            18639.22
     09/30/94            22238.22            23909.00            18364.88
     10/31/94            21975.56            24446.96            18348.52
     11/30/94            21660.38            23556.60            18307.77
     12/31/94            21678.27            23905.94            18434.19
     01/31/95            21678.27            24525.82            18799.01
 
$10,000 OVER LIFE OF FUND:  Let's say you invested $10,000 in Fidelity
Balanced Fund on November 30, 1986, shortly after the fund started. As the
chart shows, by January 31, 1995, the value of your investment would have
grown to $21,678 - a 116.78% increase on your initial investment. For
comparison, look at how both the S&P 500 and Lehman Brothers Aggregate Bond
Index did over the same period. With dividends reinvested, the same $10,000
investment in the S&P 500 would have grown to $24,526 - a 145.26% increase.
If you'd put $10,000 in the bond index, it would have grown to $18,799 - an
87.99% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks or bonds will vary. 
That means if you sell your 
shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
An interview with Robert Haber, Portfolio Manager of Fidelity Balanced Fund
Q. BOB, HOW HAS THE FUND PERFORMED?
A. It was a tough 1994, during which the fund underperformed its peers. For
the six months and year ended January 31, 1995, the fund returned -2.29%
and -7.79%, respectively. That trails the average balanced fund which
returned 0.84% and -3.76% for the same time periods, according to Lipper
Analytical Services.
Q. HOW DO YOU ACCOUNT FOR THE FUND'S DISAPPOINTING RESULTS?
A. Bonds in general have fared very poorly over the past year, and
especially during the past six months. The fund had 55% to 60% of its
assets invested in bonds, and the bond market had one of its worst years
ever. The fund also was hurt by the fall in Mexican and Argentine emerging
market bonds. And, the fund's investments in French government bonds, which
are normally considered less risky, still underperformed. When interest
rates rose in the U.S., corresponding rate hikes in several foreign
countries caused international bond markets to perform poorly.
Q. DESPITE WHAT YOU SAY ABOUT BONDS UNDERPERFORMING, YOU STILL INCREASED
THE FUND'S INVESTMENTS IN BONDS FROM 47.5% TO 61.0% OVER THE PAST SIX
MONTHS. WHY?
A. First, I don't make asset allocation decisions on a month-to-month basis
- - they're part of a one- or two-year strategy. I reduced the fund's
holdings in stocks and increased its total stake in bonds during the past
six months because I perceived bonds to be a better value. I still do;
here's why: Interest rates have already risen - and bond prices fallen -
substantially. Real yields - the difference between bonds' stated interest
rates and the rate of inflation - are at historically attractive levels
both in the U.S. and in France. However, I've recently made some changes
within the bond portion of the fund. I've reduced the fund's exposure to
foreign debt and increased its holdings in U.S. Treasuries of varying
maturities - but with an intermediate average maturity of about seven years
- - in order to reduce risk in the fund.
Q. YOU MENTIONED FRENCH GOVERNMENT BONDS. WHAT WAS THE ATTRACTION THERE?
A. On January 31, 1995, about 5% of the fund was invested in French
government bonds; it had been higher during the past six months. I believed
that the U.S. economy was stronger than industrialized economies in Western
Europe, and thought if I shifted some bond investments to foreign markets,
their bonds would perform better than U.S. bonds because their economies
were weaker. I was right about our economy being stronger, but the second
part of my thesis didn't work out as anticipated since French bonds sold
off as much as the U.S. bonds.
Q. LET'S SWITCH GEARS FOR A MOMENT AND LOOK AT THE FUND'S EQUITY HOLDINGS.
WHAT WAS YOUR STRATEGY?
A. Stocks generally outperformed bonds during the period, and the fund was
about 35% invested in equities - including securities convertible into
stocks - on January 31; down from about 50% six months ago. Most of the
stocks that I held during the period were deep cyclicals - which tend to
prosper late in the economic cycle. Because the economy remained strong,
earnings exceeded forecasts for some of these companies. The demand for
commodities also stayed strong, and paper companies such as Stone Container
- - which has been a bit volatile but a good overall performer -helped the
fund.
Q. WAS THE FUND AFFECTED BY THE EARTHQUAKE IN JAPAN?
A. Not really. I reduced the fund's holdings in Japan during June and July
of 1994. By January, when the earthquake occurred, the fund's investment in
Japanese stocks and bonds was about 1%.
Q. DESPITE ALL THE TURMOIL, YOU STAND BY BONDS AS A BETTER VALUE THAN
STOCKS. WHY?
A. All bonds did this year was get cheaper, which is an opportunity for
investors. The stock market, on the other hand, stayed relatively flat
during the year. The makeup of the fund's bond investments has changed, but
my conviction in bonds as a better investment right now has stayed strong.
However, as interest rates climb around the world, there isn't as much
reason to hold as many foreign bonds. I'll probably continue to sell some
overseas positions and redirect assets into U.S. Treasuries.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. By reducing some of the fund's foreign debt exposure and taking
advantage of 7% and 8% yields that are available in the marketplace, I
think I've eliminated some excess volatility from the fund. If rising
interest rates have the desired effect, and the economy begins to slow, the
fund's 61% stake in bonds should 
help performance going forward. Also, if the economy stays strong, cyclical
stocks should help the fund as well.
 
FUND FACTS
GOAL: to provide as much 
income as possible 
consistent with the 
preservation of capital by 
investing in both stocks and 
bonds
START DATE: November 6, 
1986
SIZE: as of January 31, 
1995, more than $5.0 billion
MANAGER: Robert Haber, 
since November 1986; 
manager, Fidelity Global 
Balanced Fund, since 
February 1993; manager, 
Fidelity Advisor Income & 
Growth Fund, since 1987; 
joined Fidelity in 1985
(checkmark)
BOB HABER ON SHIFTING BOND 
INVESTMENTS:
"I shifted part of the bond 
portfolio overseas to France, 
England and Germany 
because I felt the U.S. 
economy was stronger than 
many overseas economies. 
The threat of inflation - 
which eats away at a bond's 
fixed interest payment - 
seemed much more likely in 
the U.S. than in industrialized 
nations abroad. However, the 
correction of the U.S. bond 
market during the past year 
was more severe than 
expected. Unfortunately, 
when U.S. interest rates rose, 
so did rates in Western 
Europe, despite the fact that 
there was no threat of inflation 
in those countries. As a result, 
I've reduced the fund's 
exposure to foreign debt."
(solid bullet)  The fund's stake in foreign 
investments fell from 39.2% 
to 23.9% of the fund during 
the past six months.
(solid bullet)  The fund's position in 
financial stocks and bonds 
was reduced from 13.2% to 
8.2% of the fund.
(solid bullet)  The fund increased its 
stake in U.S. Treasury 
obligations, including 
short-term treasuries from 
11.5% to 29.6% of the fund.
INVESTMENT CHANGES
 
 
TOP FIVE STOCKS AS OF JANUARY 31, 1995
                              % OF FUND'S    % OF FUND'S       
                              INVESTMENTS    INVESTMENTS IN    
                                             THESE STOCKS 6    
                                             MONTHS AGO        
 
Stone Container Corp.         1.3            1.0               
 
Unocal Corp. $3.50            1.2            1.2               
 
Temple-Inland, Inc.           1.2            1.0               
 
Jefferson Smurfit Group PLC   1.2            0.8               
 
Methanex Corp.                1.0            1.2               
 
TOP FIVE BONDS AS OF JANUARY 31, 1995
(BY ISSUER, WITH MATURITY MORE THAN ONE YEAR)   % OF FUND'S   % OF FUND'S       
                                                INVESTMENTS   INVESTMENTS IN    
                                                              THESE             
                                                              BONDS 6 MONTHS    
                                                              AGO               
 
U.S. Treasury Obligations (various issues)      26.9           11.5             
 
French Government (various issues)              5.4            10.1             
 
Commonwealth of Australia (various              2.1            0.0              
issues)                                                                         
 
Thermo Electron Corp.                           1.4            1.4              
 
Government National Mortgage                    1.2            1.6              
Association                                                                     
(various issues)                                                                
 
TOP FIVE MARKET SECTORS AS OF JANUARY 31, 1995
                   % OF FUND'S    % OF FUND'S      
                   INVESTMENTS    INVESTMENTS IN   
                                  THESE MARKET     
                                  SECTORS          
                                  6 MONTHS AGO     
 
Basic Industries   12.6           11.7             
 
Finance            8.2            13.2             
 
Energy             5.2            8.2              
 
Utilities          3.4            5.3              
 
Technology         3.2            4.5              
 
ASSET ALLOCATION
AS OF JANUARY 31, 1995* AS OF JULY 31, 1994** 
Row: 1, Col: 1, Value: 1.5
Row: 1, Col: 2, Value: 3.8
Row: 1, Col: 3, Value: 13.1
Row: 1, Col: 4, Value: 61.0
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 22.0
Row: 1, Col: 1, Value: 1.5
Row: 1, Col: 2, Value: 2.0
Row: 1, Col: 3, Value: 15.3
Row: 1, Col: 4, Value: 47.5
Row: 1, Col: 5, Value: 34.6
Stocks and 
equity futures 22.0%
Bonds 61.0%
Convertible 
securities 13.1%
Short-term 
investments 3.8%
Other 
investments 0.1%
FOREIGN 
INVESTMENTS 23.9%
Stocks and 
equity futures 34.6%
Bonds 47.5%
Convertible
securities 15.3%
Short-term 
investments 1.5%
Other 
investments 1.1%
FOREIGN 
INVESTMENTS 39.2%
*
**
INVESTMENTS JANUARY 31, 1995 (UNAUDITED) 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 19.1%
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - 10.9%
CHEMICALS & PLASTICS - 2.2%
Cominco Fertilizer Ltd.   501,100 $ 12,910
Kemira OY (a)  1,807,900  12,699
Methanex Corp. (a)  4,013,300  49,558
Monsanto Co.   52,500  3,859
Terra Industries, Inc.   2,101,900  23,909
Wellman, Inc.   291,600  7,655
  110,590
METALS & MINING - 2.0%
Alcan Aluminium Ltd.   1,029,100  24,867
Aluminum Co. of America  355,600  27,959
Kaiser Aluminum Corp. (a)  206,800  2,223
Reynolds Metals Co.   257,600  12,880
Sherritt Gordon Mines Ltd. (a)(k)  3,312,500  31,782
Union Miniere SA (a)  1,000  73
  99,784
PACKAGING & CONTAINERS - 0.2%
Mayr Melnhof Karton AG (a)  182,800  10,141
PAPER & FOREST PRODUCTS - 6.5%
Aracruz Celulose SA ADR (a)  1,081,100  14,054
Avenor, Inc. (a)  290,900  5,556
Boise Cascade Corp.   160,300  4,328
Bowater, Inc.   181,900  4,820
Cascades, Inc.   547,100  2,819
Champion International Corp.   17,500  669
Chesapeake Corp.   297,500  8,776
Domtar, Inc. (a)  4,096,600  30,207
Jefferson Smurfit Corp. (a)  497,200  8,017
Jefferson Smurfit Group PLC   9,492,240  59,091
Longview Fibre Co.   393,200  6,144
Mead Corp.   271,200  13,526
QUNO Corp. (a)  501,200  9,128
QUNO Corp. (a)(e)  26,500  483
St. Laurent Paperboard, Inc. (a)  91,100  1,182
St. Laurent Paperboard, Inc. (a)(e)  354,700  4,601
Stone Consolidated Corp. (a)  1,126,800  13,914
Stone Container Corp. (a)  3,766,800  64,036
Temple-Inland, Inc.   1,336,600  60,815
Union Camp Corp.   206,900  9,750
  321,916
TOTAL BASIC INDUSTRIES   542,431
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - 0.3%
ENGINEERING - 0.0%
Maculan Holding AG Ord.   11,000 $ 829
REAL ESTATE INVESTMENT TRUSTS - 0.3%
CBL & Associates Properties  86,000  1,698
Cali Realty Corp. (a)  123,200  1,971
Crown American Realty Trust (SBI)  97,700  1,331
LTC Properties, Inc.   572,400  7,298
Liberty Property Trust (SBI)  140,000  2,765
  15,063
TOTAL CONSTRUCTION & REAL ESTATE   15,892
DURABLES - 0.4%
AUTOS, TIRES, & ACCESSORIES - 0.3%
Chrysler Corp.   87,300  3,928
Johnson Controls, Inc.   83,400  3,961
TRW, Inc.   121,100  7,766
  15,655
TEXTILES & APPAREL - 0.1%
Jones Apparel Group, Inc.   142,200  3,413
Russell Corp.   2,300  68
  3,481
TOTAL DURABLES   19,136
ENERGY - 1.0%
ENERGY SERVICES - 0.2%
McDermott International, Inc.   499,800  12,870
OIL & GAS - 0.8%
British Petroleum PLC ADR  242,600  18,832
Coastal Corp. (The)  111,900  3,021
Elf Gabon  50,695  9,787
Mark Resources, Inc. (a)  778,100  3,664
Mesa, Inc. (a)  2,000  10
Pennzoil Co.   5,700  256
San Juan Basin Royalty Trust (UBI)  422,500  2,641
  38,211
TOTAL ENERGY   51,081
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - 1.3%
BANKS - 0.6%
Bank of Boston Corp.   420,599 $ 11,777
CPR (Comp Par Reescompte)  244,680  15,051
Republic New York Corp.   53,900  2,567
  29,395
CLOSED END INVESTMENT COMPANY - 0.2%
ASA Ltd.   172,800  7,452
SECURITIES INDUSTRY - 0.5%
Daiwa Securities Co. Ltd.   919,000  11,895
Nomura Securities Co. Ltd.   752,000  14,638
  26,533
TOTAL FINANCE   63,380
INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%
ELECTRICAL EQUIPMENT - 0.1%
Omron Corp.   231,000  3,963
INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%
Caterpillar, Inc.   221,300  11,397
Deere & Co.   205,400  14,635
  26,032
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   29,995
MEDIA & LEISURE - 0.0%
ENTERTAINMENT - 0.0%
Royal Caribbean Cruises Ltd.   84,800  2,332
LODGING & GAMING - 0.0%
Resort Hotels PLC (a)  62,500  -
TOTAL MEDIA & LEISURE   2,332
NONDURABLES - 0.8%
TOBACCO - 0.8%
Philip Morris Companies, Inc.   636,500  37,951
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
PRECIOUS METALS - 1.2%
Barrich Gold Corp.   1,029,200 $ 20,572
Battle Mountain Gold Co.   768,200  6,818
Buffelsfontein Gold Mining Co. Ltd.: 
ADR  378,000  2,315
 Ord.   39,000  229
Driefontein Consolidated Ltd.: 
Ord.   87,800  1,014
 sponsored ADR  482,600  5,610
Echo Bay Mines Ltd.   236,400  2,184
Free State Consolidated Gold Mines Ltd.: 
ADR  307,000  3,530
 Ord.   308,414  3,544
Glamis Gold Ltd.   1,000  8
Hecla Mining Co.   61,000  534
Placer Dome, Inc.   293,900  5,535
Vaal Reefs Exploration & Mining Co. Ltd.: 
ADR  495,200  3,497
 (Reg.)   35,400  2,597
Western Deep Levels Ltd. ADR  45,600  1,305
TOTAL PRECIOUS METALS   59,292
RETAIL & WHOLESALE - 0.1%
GROCERY STORES - 0.1%
Smith's Food & Drug Center, Inc.   191,600  4,934
SERVICES - 0.1%
PRINTING - 0.1%
Donnelley (R.R.) & Sons Co.   139,300  4,214
TECHNOLOGY - 1.3%
COMPUTERS & OFFICE EQUIPMENT - 0.8%
Digital Equipment Corp. (a)  99,000  3,354
Tandem Computers, Inc. (a)  2,128,100  38,040
  41,394
ELECTRONIC INSTRUMENTS - 0.0%
Varian Associates, Inc.   3,000  111
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - 0.5%
Hitachi Ltd.   657,000 $ 5,630
Marshall Industries (a)  235,600  5,802
Nitto Denko Corp.   970,000  14,015
  25,447
TOTAL TECHNOLOGY   66,952
TRANSPORTATION - 0.1%
AIR TRANSPORTATION - 0.1%
AMR Corp. (a)  110,000  6,174
RAILROADS - 0.0%
Trinity Industries, Inc.   1  -
TOTAL TRANSPORTATION   6,174
UTILITIES - 1.0%
ELECTRIC UTILITY - 0.5%
Texas Utilities Co.   646,300  22,459
TELEPHONE SERVICES - 0.5%
Koninklijke PPT Nederland  475,900  15,597
Koninklijke PPT Nederland (a)(e)  327,900  10,746
  26,343
TOTAL UTILITIES   48,802
TOTAL COMMON STOCKS
(Cost $924,909)   952,566
PREFERRED STOCKS - 9.5%
CONVERTIBLE PREFERRED STOCKS - 7.7%
BASIC INDUSTRIES - 1.5%
IRON & STEEL - 0.0%
Armco, Inc. Class A $3.625  35,400  1,752
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
BASIC INDUSTRIES - CONTINUED
METALS & MINING - 1.5%
Alumax, Inc., Series A, $4.00 (a)  103,433 $ 11,326
Kaiser Aluminum Corp.:
$0.96  390,500  4,393
 depositary shares representing 1/10 share, 
Series A, $0.65  2,231,600  18,411
Magma Copper Co., Series D, $2.80 (f)  171,500  9,947
Reynolds Metals Co. $3.31  562,500  27,563
  71,640
TOTAL BASIC INDUSTRIES   73,392
CONSTRUCTION & REAL ESTATE - 0.1%
REAL ESTATE - 0.1%
Amoy Properties Ltd. 5 1/2% (e)(f)  77,550  5,312
DURABLES - 0.6%
AUTOS, TIRES, & ACCESSORIES - 0.6%
Federal Mogul Corp. $1.9375 (e)(f)  253,700  13,636
Ford Motor Co., Series A, $4.20 (f)  188,800  15,505
TOTAL DURABLES   29,141
ENERGY - 2.3%
ENERGY SERVICES - 0.1%
McDermott International, Inc., Series C, $2.875  (e)   16,100  668
Noble Drilling Corp. exchangeable $2.25  123,230  3,674
  4,342
OIL & GAS - 2.2%
Occidental Petroleum Corp. $3.00  1,068,600  49,156
Unocal Corp. $3.50 (a)(e)  1,280,100  61,445
  110,601
TOTAL ENERGY   114,943
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
FINANCE - 1.2%
BANKS - 1.0%
Barnett Banks, Inc., Series A, $4.50 (f)  92,500 $ 7,631
Citicorp $5.375 (e)(f)  223,100  24,931
Norwest Corp., Series B, $3.50 (f)  312,200  20,605
  53,167
CREDIT & OTHER FINANCE - 0.2%
Echo Bay Finance Corp., Series A, $1.75  309,200  8,812
TOTAL FINANCE   61,979
HOLDING COMPANIES - 0.1%
Jardine Strategic Holdings Ltd. 7 1/2% (f)  46,960  5,119
PRECIOUS METALS - 0.4%
Amax Gold Inc., Series B, $.9375  52,200  2,336
Battle Mountain Gold Co. $.8125  211,300  11,727
Newmont Mining Corp. depositary shares representing 
1/2 share $1.375 (e)  117,100  5,855
TOTAL PRECIOUS METALS   19,918
RETAIL & WHOLESALE - 0.1%
GROCERY STORES - 0.1%
Dairy Farm International Holdings Ltd. 6 1/2% (f)   37,130  3,267
SERVICES - 0.4%
PRINTING - 0.4%
Alco Standard Corp., Series AA, $2.375 (f)  309,900  22,429
TECHNOLOGY - 1.0%
COMPUTERS & OFFICE EQUIPMENT - 0.8%
IBM France 5 3/4%  502,297  40,404
ELECTRONICS - 0.2%
Storage Technology Corp. exchangeable $3.50 (f)  185,700  9,610
TOTAL TECHNOLOGY   50,014
TOTAL CONVERTIBLE PREFERRED STOCKS   385,514
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONCONVERTIBLE PREFERRED STOCKS - 1.8%
BASIC INDUSTRIES - 0.2%
METALS & MINING - 0.2%
Freeport McMoran Copper & Gold, Inc. depositary shares 
representing .025 share  472,200 $ 8,913
CONSTRUCTION & REAL ESTATE - 0.0%
ENGINEERING - 0.0%
Maculan Holding AG Ord.   8,700  656
FINANCE - 1.2%
BANKS - 0.8%
Bank United Texas FSB, Series A, $10.12   409,580  9,984
BankAmerica Corp.: 
Series 1, adj. rate  131,300  6,237
 Series H, 9%  154,440  3,938
Chase Manhattan Corp.:
Series I, 10.84%  78,162  2,247
 Series J, 9.08%  118,445  3,035
Citicorp, Series 9, 9.12%   87,600  2,190
First Fidelity Bancorporation, Series D, adj. rate  7,510  723
First Interstate Bancorp depositary shares representing 
1/8 share, Series G, 9%  130,300  3,323
Shawmut National Corp. depositary shares representing 
1/10 share 9.30%  363,100  9,123
  40,800
CREDIT & OTHER FINANCE - 0.1%
Household International, Inc. depositary shares 
representing 1/4 share, Series 89-A, 9 1/2%  158,100  4,111
SAVINGS & LOANS - 0.3%
Ahmanson (H.F.) & Co. depositary shares 
representing 1/2 share, Series B, 9.60%  145,000  3,734
First Nationwide Bank 11 1/2%  91,000  8,804
  12,538
TOTAL FINANCE   57,449
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED
UTILITIES - 0.4%
ELECTRIC UTILITY - 0.4%
Gulf States Utilities Co. $1.75  308,500 $ 6,980
Long Island Lighting Co. $7.95  295,892  6,953
Louisiana Power & Light Co. 9.68%  16,225  410
Public Service Co. of New Hampshire Co., Series A  207,125  5,333
TOTAL UTILITIES   19,676
TOTAL NONCONVERTIBLE PREFERRED STOCKS   86,694
TOTAL PREFERRED STOCKS
(Cost $524,418)   472,208
CORPORATE BONDS - 13.6%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
CONVERTIBLE BONDS - 5.4%
ENERGY - 1.4%
INDEPENDENT POWER - 1.4%
Thermo Electron Corp. senior 4 5/8%, 8/1/97 (e)(f)  Ba1 $ 47,771  67,596
FINANCE - 0.8%
BANKS - 0.3%
Daiwa Bank euro 3 3/4%, 3/31/95  A3  2,110  2,094
West One Bancorp 7 3/4%, 6/30/06 (f)  Baa1  10,073  14,568
  16,662
CREDIT & OTHER FINANCE - 0.3%
Investor AB 8%, 6/1/01 (f)  A- SEK 73,570  12,788
INSURANCE - 0.2%
Cincinnati Financial Corp. 5 1/2%, 5/1/02 (f)  A2  9,216  10,575
TOTAL FINANCE   40,025
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
CONVERTIBLE BONDS - CONTINUED
MEDIA & LEISURE - 1.5%
ENTERTAINMENT - 1.0%
Carnival Cruise Lines, Inc. 4 1/2%, 7/1/97 (f)  Baa1 $ 40,371 $ 50,666
PUBLISHING - 0.3%
Daily Mail General Trust PLC 8 3/4%, 9/27/05 (f)  - GBP 5,970  13,111
RESTAURANTS - 0.2%
Wendy's International, Inc. 7%, 4/1/06 (f)  Baa3  9,055  12,315
TOTAL MEDIA & LEISURE   76,092
RETAIL & WHOLESALE - 0.8%
RETAIL & WHOLESALE, MISCELLANEOUS - 0.8%
Home Depot, Inc. 4 1/2%, 2/15/97 (f)  A1  6,550  7,917
Lowe's Companies, Inc. 3%, 7/22/03 (f)  Baa1  23,781  33,412
TOTAL RETAIL & WHOLESALE   41,329
SERVICES - 0.1%
First Financial Management Corp. 5%, 
12/15/99 (f)  Baa2  5,615  5,882
TECHNOLOGY - 0.5%
COMMUNICATIONS EQUIPMENT - 0.4%
Ericsson (L.M.) Telephone Co. 4 1/4%, 6/30/00 (f)  A2 SEK 95,734  17,342
ELECTRONICS - 0.1%
Motorola, Inc. liquid yield option notes 
0%, 9/7/09 (f)  A1  5,870  6,340
TOTAL TECHNOLOGY   23,682
UTILITIES - 0.3%
TELEPHONE SERVICES - 0.3%
Compania de Telefonos de Chile Yankee bonds 
4 1/2%, 1/15/03 (f)  Baa2  17,294  16,689
TOTAL CONVERTIBLE BONDS   271,295
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - 8.2%
CONSTRUCTION & REAL ESTATE - 0.4%
BUILDING MATERIALS - 0.4%
Sunbelt (Cemex) Enterprises 8 1/2%, 5/4/95 (d)  - $ 19,750 $ 19,306
ENERGY - 0.5%
ENERGY SERVICES - 0.4%
McDermott International, Inc. 10 1/4%, 
6/1/95  Baa3  8,400  8,480
Petroliam Nasional BHD yankee 
6 7/8%, 7/1/03 (e)  A2  11,250  10,224
  18,704
OIL & GAS - 0.1%
McDermott, Inc. 7.95%, 7/7/97  Baa3  5,000  4,925
TOTAL ENERGY   23,629
FINANCE - 3.7%
ASSET-BACKED SECURITIES - 0.5%
Capital Auto Receivables Asset Trust 5.85%, 
1/15/98  Aaa  2,717  2,646
Chase Manhattan Credit Card Master Trust 
7.65%, 11/15/98  Aaa  7,331  7,336
Discover Card Master Trust I 6.90%, 2/16/00  A2  4,500  4,393
Standard Credit Card Master Trust 4.85%, 
3/7/99  A2  5,200  4,904
Standard Credit Card Master Trust I participation 
certificate 5 1/2%, 9/7/98  A2  2,800  2,639
Union Federal Savings 8 1/5%, 1/10/01  Baa2  1,406  1,416
United Federal Savings Bank Grantor Trust 
7.275%, 11/10/00  Baa2  2,076  2,036
  25,370
BANKS - 1.7%
Banco Ganadero SA euro 9 3/4%, 
8/26/99   -  5,000  4,600
Bancomer SA: 
euro 8%, 7/7/98 (e)   Ba2  135  105
 SNC euro 8%, 7/7/98  Ba2  3,005  2,344
 9%, 6/1/00 (e)  Ba2  10,500  6,877
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - CONTINUED
BANKS - CONTINUED
Bank of Boston Corp. 10.30%, 9/1/00  Baa2 $ 5,000 $ 5,125
Citicorp euro (g): 
6.6875%, 7/10/97  A3  1,000  995
 6.075%, 1/30/98  A3  2,000  1,985
Corporacion Andina De Fomento yankee bonds:
euro 7 1/4%, 4/30/98  Baa3  550  495
 7 1/4%, 4/30/98 (e)  Baa3  5,900  5,310
First Hawaiian Bank secured 6.93%, 
12/1/03 (e)  A1  8,600  7,674
First USA Bank 5.40%, 12/6/96  Baa3  1,900  1,805
HSBC Finance Nederland BV 7.40%, 
4/15/03 (e)  A3  10,000  9,250
Korea Development Bank 6 1/4%, 5/1/00  A1  4,150  3,771
Midlantic Corp.: 
9 1/4%, 9/1/99  Baa2  1,543  1,590
 9 1/5%, 8/1/01  Baa3  4,620  4,708
Shawmut Corp. 8 1/8%, 2/1/97  Baa1  12,000  12,063
Signet Banking Corp.: 
6.4375%, 4/15/98 (g)  Baa1  3,750  3,689
 9 5/8%, 6/1/99  Baa1  4,469  4,652
Zions Bancorporation 8 5/8%, 10/15/02  BBB-  6,000  5,924
  82,962
CREDIT & OTHER FINANCE - 0.5%
General Motors Acceptance Corp.: 
7% 6/2/97  Baa1  8,000  7,822
 6 3/4%, 2/25/98  Baa1  5,000  4,808
 5 5/8%, 1/12/99  Baa1  10,000  9,137
Greyhound Financial Corp. 6.95%, 1/28/98  Baa2  1,250  1,210
Westinghouse Credit Corp.
8.98%, 6/15/98  Ba1  2,000  2,012
 8.85%, 7/26/99  Ba1  1,300  1,288
  26,277
INSURANCE - 0.6%
Metropolitan Life Insurance Co. 6.30%, 
11/1/03 (e)  Aa3  11,000  9,374
Nationwide Mutual Insurance Co. 
6 1/2%, 2/15/04 (e)  Aa3  5,000  4,384
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - CONTINUED
INSURANCE - CONTINUED
New York Life Insurance Co. 6.40%, 
12/15/03 (e)  Aa2 $ 9,000 $ 7,788
Ohio National Life Insurance Co. 8 7/8%, 
7/15/04 (e)  A3  4,350  4,302
Protective Life Corp. 7.95%, 7/1/04  A3  2,000  1,929
  27,777
SAVINGS & LOANS - 0.4%
Great Western Bank:
10 1/4%, 6/15/00  A3  1,600  1,707
 9 7/8%, 6/15/01  A3  1,000  1,057
Great Western Financial Corp.: 
6 3/8%, 7/1/00  Baa1  3,140  2,875
 8.60% 2/1/02  Baa1  3,950  3,978
Home Savings of America 6%, 11/1/00  A3  14,500  12,959
  22,576
TOTAL FINANCE   184,962
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
ELECTRICAL EQUIPMENT - 0.1%
Westinghouse Electric Corp. 9.13%, 6/20/01  Ba1  5,000  4,934
MEDIA & LEISURE - 0.4%
BROADCASTING - 0.2%
Telecommunications, Inc.:
7.13%, 2/2/98  Baa3  6,000  5,803
 6.58%, 2/15/05  Baa3  4,000  3,728
Time Warner, Inc. 6.05%, 7/1/95 (e)  Ba1  2,000  1,989
  11,520
PUBLISHING - 0.2%
News America Holdings, Inc. 8 5/8%, 2/1/03  Ba1  8,500  8,362
TOTAL MEDIA & LEISURE   19,882
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
NONDURABLES - 0.1%
FOODS - 0.0%
Ralcorp Holdings, Inc. 8 3/4%, 9/15/04  Ba1 $ 1,000 $ 985
TOBACCO - 0.1%
Empresas La Moderna SA 10 1/4%, 11/12/97 (e)  -  4,040  3,636
RJR Nabisco, Inc. 9 1/4%, 5/1/95  Baa3  1,500  1,505
  5,141
TOTAL NONDURABLES   6,126
RETAIL & WHOLESALE - 0.1%
GENERAL MERCHANDISE STORES - 0.1%
El Puerto de Liverpool SA de CV 7 1/4%, 
10/19/96 (e)  -  6,480  5,314
SERVICES - 0.5%
GOVERNMENT SERVICES - 0.5%
Financiera Energetica Nacional (e): 
6 5/8%, 12/13/96  -  20,000  18,950
 9%, 11/8/99  BBB  5,000  4,738
TOTAL SERVICES   23,688
TECHNOLOGY - 0.4%
COMPUTERS & OFFICE EQUIPMENT - 0.4%
Comdisco, Inc.: 
6.88%, 8/30/96  Baa2  3,000  2,959
 9 3/4%, 1/15/97  Baa2  4,500  4,628
 7.82%, 2/5/97  Baa2  2,000  1,991
 9.45%, 6/8/00  Baa2  6,000  6,251
 9.30%, 6/27/00  Baa2  3,750  3,881
  19,710
ELECTRONICS - 0.0%
Grupo Condumex SA de CV: 
euro 6 1/4%, 7/27/96   -  750  660
 6 1/4%, 7/27/96 (e)  -  750  660
 7 3/8%, 7/27/98 (e)  -  2,000  1,540
  2,860
TOTAL TECHNOLOGY   22,570
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
TRANSPORTATION - 0.3%
AIR TRANSPORTATION - 0.2%
AMR Corp. 9 1/2%, 7/15/98  Baa3 $ 4,000 $ 4,065
Delta Air, Inc. 9 7/8%, 4/30/08  Baa3  4,687  4,624
  8,689
TRUCKING & FREIGHT - 0.1%
Consolidated Freightways, Inc. 9 1/8%, 8/15/99  Baa3  4,230  4,257
TOTAL TRANSPORTATION   12,946
UTILITIES - 1.7%
ELECTRIC UTILITY - 1.3%
British Columbia Hydro & Power Authority gtd. 
15%, 4/15/11  Aa1  725  821
Comision Federal de Electricidad euro 8%, 8/4/97  -  2,130  1,797
Gulf States Utilities Co.: 
9.72%, 7/1/98  Baa3  10,690  10,945
 1st mtg. 6 3/4%, 10/1/98  Baa2  1,000  935
Hydro-Quebec euro 6.6875%, 7/31/02 (g)  A+  5,140  4,981
Long Island Lighting Co.: 
8 3/4%, 5/1/96  Baa3  10,908  10,980
 7.30%, 7/15/99  Ba1  13,000  11,933
Public Service Co. of New Hampshire 1st mtg. 
9.17%, 5/15/98  Baa3  16,900  17,156
United Illuminating Co. 9.76%, 1/2/06  Baa3  4,491  4,610
  64,158
GAS - 0.4%
Centragas Transpotadora de Gas 10.65%, 
12/1/10 (e)  BBB-  5,000  4,775
Southwest Gas Corp.:
9 3/4%, 6/15/02  Baa3  10,700  11,349
 9 3/8%, 2/1/17  Baa3  4,000  4,090
  20,214
TOTAL UTILITIES   84,372
TOTAL NONCONVERTIBLE BONDS   407,729
TOTAL CORPORATE BONDS
(Cost $730,008)   679,024
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 39.9%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
U.S. TREASURY OBLIGATIONS - 29.6%
U.S. Treasury Bills, yield at time of purchase 
5.23% to 5.47%, 3/9/95  Aaa $ 137,300 $ 136,554
U.S. Treasury Bonds: 
11 5/8%, 11/15/04  Aaa  33,550  42,587
 12 3/4%, 11/15/10  Aaa  49,000  66,617
 9 7/8%, 11/15/15  Aaa  35,000  42,388
 8 7/8%, 8/15/17  Aaa  84,600  94,052
 8 1/8%, 8/15/19  Aaa  174,200  180,161
 7 1/4%, 2/15/23  Aaa  205,000  190,746
U.S. Treasury Notes:
5 1/2%, 4/30/96  Aaa  26,000  25,525
 7 1/4%, 11/15/96  Aaa  30,500  30,524
 8%, 1/15/97  Aaa  19,700  19,974
 6 3/4%, 2/28/97  Aaa  74,200  73,470
 8 3/4%, 10/15/97  Aaa  28,000  28,910
 5 5/8%, 1/31/98  Aaa  6,135  5,840
 5 1/8%, 3/31/98  Aaa  57,500  53,816
 9 1/4%, 8/15/98  Aaa  116,895  123,197
 8 3/4%, 8/15/00  Aaa  19,750  20,818
 6 1/4%, 2/15/03  Aaa  76,230  70,108
 5 3/4%, 8/15/03  Aaa  197,775  174,938
 7 1/4%, 5/15/04  Aaa  51,700  50,521
 7 7/8%, 11/15/04  Aaa  47,500  48,398
TOTAL U.S. TREASURY OBLIGATIONS   1,479,144
U.S. GOVERNMENT AGENCY OBLIGATIONS - 10.3%
Federal Home Loan Bank:
0%, 3/6/95  Aaa  137,530  136,705
 0%, 4/6/95  Aaa  70,000  69,221
Federal Home Loan Mortgage Corp.: 
0%, 3/2/95  Aaa  56,000  55,703
 5.40%, 11/1/00  Aaa  3,600  3,176
 6.55%, 4/2/03  Aaa  15,000  13,637
Federal National Mortgage Association: 
0%, 2/21/95  Aaa  70,000  69,761
 0%, 3/31/95  Aaa  40,000  39,591
 6.80%, 1/10/03  Aaa  5,825  5,432
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
Financing Corporation: 
0%, 2/8/97  Aaa $ 2,820 $ 2,437
 9.40%, 2/8/18  Aaa  1,000  1,127
 9.65%, 11/2/18  Aaa  6,000  6,891
Government Trust Certificates: 
Class G-2 (assets of Trust guaranteed by 
 U.S. Government through Defense Security 
 Assistance Agency) 8%, 5/15/98  Aaa  7,581  7,660
 Class T-2 (assets of Trust guaranteed by 
 U.S. Government through Defense Security 
 Assistance Agency) 9 5/8%, 5/15/02  Aaa  1,840  1,949
 Series 1992-A (assets of Trust guaranteed by 
 U.S. Government through Export-Import 
 Bank) 7.02%, 9/1/04  Aaa  3,565  3,430
 Series 1994-F (assets of Trust guaranteed by 
 U.S. Government through Export-Import 
 Bank) 8.187%, 12/15/04  Aaa  9,529  9,568
State of Israel (guaranteed by U.S. Government 
through Agency for International Development): 
5 1/4%, 3/15/98  Aaa  25,720  23,951
 4 7/8%, 9/15/98  Aaa  15,700  14,267
 7 1/2%, 11/15/99  Aaa  5,000  4,989
 5 3/4%, 3/15/00  Aaa  1,200  1,096
 8%, 11/15/01  Aaa  1,880  1,891
 6 1/8%, 3/15/03  Aaa  4,400  3,927
Tennessee Valley Authority:
6%, 1/15/97  Aaa  7,700  7,459
 8 3/8%, 10/1/99  Aaa  13,000  13,313
 6 7/8%, 12/15/43  Aaa  10,000  8,203
U.S. Housing & Urban Development 
8.27%, 8/1/03  Aaa  6,270  6,270
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS   511,654
TOTAL U.S. GOVERNMENT AND 
GOVERNMENT AGENCY OBLIGATIONS
(Cost $1,995,192)   1,990,798
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 1.6%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 0.4%
7%, 11/1/22 to 6/1/24  Aaa $ 14,972 $ 13,824
7 1/2%, 6/1/07 to 4/1/08  Aaa  4,144  4,012
8%, 2/1/10 to 9/1/17  Aaa  2,832  2,799
  20,635
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 1.2%
7%, 5/15/22 to 11/15/23  Aaa  16,527  15,112
7 1/2%, 1/15/23 to 6/15/23  Aaa  18,192  17,171
8%, 1/15/17 to 8/15/22  Aaa  2,966  2,884
8 1/2%, 8/15/06 to 11/15/24  Aaa  25,281  25,225
  60,392
TOTAL U.S. GOVERNMENT AGENCY - 
MORTGAGE-BACKED SECURITIES
(Cost $85,040)   81,027
COLLATERALIZED MORTGAGE OBLIGATIONS - 0.0%
PRIVATE SPONSOR - 0.0%
Maryland National Bank pass thru Series 1990-1 
Class A, 9 1/2%, 10/25/20 (Cost $306)  Aaa  296  295
COMMERCIAL MORTGAGE SECURITIES - 0.5%
  
Resolution Trust Corp.: 
commercial Series 1991-M5 Class A, 
 9%, 3/25/07  Aa2  8,465  8,562
 commercial Series 1994-C1 Class A-4, 
 7 1/4%, 6/25/26  AAA  4,725  4,665
 commercial Series 1994-C2 Class A-2, 
 7 3/4%, 4/25/25  AAA  2,470  2,455
 commercial Series 1994-C2 Class A-4, 
 7 1/2%, 4/25/25  AAA  4,095  4,068
Structured Asset Securities Corp. commercial 
Series 1993-C1 Class A-1, 6.60%, 
10/25/24  AA+  4,112  3,893
TOTAL COMMERCIAL MORTGAGE SECURITIES
(Cost $23,767)   23,643
COMPLEX MORTGAGE SECURITIES - 0.3%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
INTEREST ONLY STRIPS - 0.1%
Federal National Mortgage Association 
7%, 4/25/23 (h)  Aaa $ 15,884 $ 5,644
PRINCIPAL ONLY STRIPS - 0.2%
Federal National Mortgage Association 
0%, 4/25/23 (i)  Aaa  15,884  9,044
TOTAL COMPLEX MORTGAGE SECURITIES
(Cost $14,511)   14,688
FOREIGN GOVERNMENT OBLIGATIONS (J) - 10.4%
  
Argentina Republic BOCON (g):
3.2712%, 4/1/01  - ARP 52,741 $ 19,533
 3.2712%, 9/1/02  - ARP 32,394  9,566
 3.2712%, 4/1/07  - ARP 16,832  3,870
Commonwealth of Australia:
7%, 4/15/00  Aaa AUD 80,000  52,563
 12%, 11/15/01  Aa2 AUD 66,175  53,875
French Government OAT:
7%, 11/12/99  Aaa FRF 706,305  129,591
 8 1/2%, 11/25/02  Aaa FRF 15,000  2,921
 8 1/2%, 4/25/03  Aaa FRF 246,100  47,837
 6 3/4%, 10/25/03  Aaa FRF 36,000  6,268
 8 1/2%, 10/25/19  Aaa FRF 70,000  13,341
 8 1/2%, 4/25/23  Aaa FRF 351,360  66,954
New Zealand Government:
9%, 11/15/96  Aaa NZD 10,850  6,879
 10%, 7/15/97  Aaa NZD 14,320  9,265
 10%, 3/15/02  Aaa NZD 16,700  11,402
 8%, 4/15/04  Aaa NZD 38,050  23,338
Territory of Victoria Public Authorities Finance
Agency, Australia 8 1/4%, 1/15/02  Aa3  8,000  7,960
United Kingdom, Great Britain & Northern Ireland:
10%, 2/26/01  Aaa GBP 20,790  34,840
 8%, 6/10/03  Aaa GBP 11,044  16,790
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $545,888)   516,793
SUPRANATIONAL OBLIGATIONS - 0.1%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
African Development Bank 7 3/4%, 12/15/01 
(Cost $2,979)  Aa1 $ 3,000 $ 2,946
MUNICIPAL SECURITIES - 0.0%
  
Louisiana Pub. Facs. Auth. Rev. 9.95%, 6/1/96 
(Cost $2,115)  A3  2,000  2,058
INDEXED SECURITIES - 0.1%
  
Merrill Lynch & Co., Inc. Japan Index equity 
participation securities 0%, 1/31/00 
(Cost $8,000)    8,000  6,800
COMMERCIAL PAPER - 0.0%
  
Unilever 0%, 4/6/95 (Cost $1,711)   CSK 50,000  1,786
REPURCHASE AGREEMENTS - 4.9%
 MATURITY 
 AMOUNT 
 (000S)
Investments in repurchase agreements 
(U.S. Treasury obligations) in a 
joint trading account at 5.81% 
dated 1/31/95 due 2/1/95  $ 244,143  244,104
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $5,102,948)   $ 4,988,736
FUTURES CONTRACTS 
AMOUNTS IN THOUSANDS  EXPIRATION UNDERLYING FACE UNREALIZED
   DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
131 Midcap 400 Contracts   March 95 $ 11,266 $ (129)
191 S&P 500 Contracts   March 95  45,095  163
 $ 56,361 $ 34
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 1.1%
SECURITIES SOLD SHORT
AMOUNTS IN THOUSANDS
NUMBER OF SHARES ISSUER VALUE
  346 Alco Standard Corp. $ 22,243
  2,982 Amoy Properties Ltd.  2,641
  173 Barnett Banks, Inc.  7,413
  2,319 Carnival Corp. Class A  48,691
  187 Cincinnati Financial Corp.  9,659
  611 Citicorp  24,830
  212 Compania de Telefonos Chile SA sponsored ADR  15,533
  723 Dairy Farm International Holdings Ltd.  879
  91 Ericsson (L.M.) Telephone Co. Class B  4,908
  227 Ericsson (L.M.) Telephone Co. Class B ADR  12,254
  703 Federal Mogul Corp.  11,947
  81 First Financial Management Corp.  5,002
  616 Ford Motor Co.  15,549
  169 Home Depot, Inc.  7,891
  478 Investor AB Free shares B  12,084
  750 Jardine Strategic Holdings Ltd.  2,385
  909 Lowe's Companies, Inc.  33,420
  591 Magma Copper Co.  9,013
  107 Motorola, Inc.  6,331
  856 Norwest Corp.  20,542
  329 Reuter Holdings PLC ADR  13,760
  395 Storage Technology Corp.  8,336
  59 Thermo Ecotek Corp. (Rights)  7
  1,481 Thermo Electron Corp.  66,100
  736 Wendy's International, Inc.  11,860
  541 West One Bancorp  14,685
TOTAL SECURITIES SOLD SHORT
(Total proceeds $404,770)    $ 387,963
THE VALUE OF SECURITIES SOLD SHORT AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 7.8%
FORWARD FOREIGN CURRENCY CONTRACTS
AMOUNTS IN THOUSANDS  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 63,541 CAD 2/3/95 to 3/6/95 $ 45,122 $ (897)
 56,856 CHF 2/23/95  44,081  1,245
 267,420 DEM 2/28/95 to 3/6/95  175,567  2,865
 996,985 FRF 2/3/95 to 3/7/95  188,748  698
 88,077 GBP 3/7/95 to 3/22/95  139,116  599
 29,612,679 ITL 2/17/95  18,385  167
 7,650,692 JPY 2/1/95 to 4/19/95  77,074  (1,099)
TOTAL CONTRACTS TO BUY
(Payable amount $684,515)   $ 688,093  3,578
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 13.8%
CONTRACTS TO SELL
 383,359 CAD 2/3/95 to 4/24/95 $ 272,252 $ 7,257
 86,183 CHF 2/23/95 to 4/18/95  67,216  (1,064)
 267,420 DEM 2/28/95 to 3/6/95  175,567  (4,756)
 2,340,117 FRF 2/3/95 to 4/13/95  443,090  (2,157)
 88,077 GBP 3/7/95 to 3/22/95  139,116  (1,816)
 29,612,679 ITL 2/17/95  18,385  10
 7,650,692 JPY 2/1/95 to 4/19/95  77,074  357
TOTAL CONTRACTS TO SELL 
(Receivable amount $1,190,531)  $ 1,192,700  (2,169)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 23.9%
   $ 1,409
CURRENCY ABBREVIATIONS
ARP - Argentine peso
AUD - Australian dollar
GBP - British pound
CAD - Canadian dollar
CSK - Czech koruna
FRF - French franc
DEM - German deutsche mark
ITL - Italian lira
JPY - Japanese yen
NZD - New Zealand dollar
SEK - Swedish krona
CHF - Swiss franc
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(c) Standard & Poor's Corporation credit ratings are used in the absence of
a rating by Moody's Investors Service, Inc.
(d) 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
Sunbelt (Cemex) 
Enterprises 8 1/2%, 
5/4/95 2/12/93 to
 10/25/94 $19,521,000
(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 $302,163,000 or 6.0% of net
assets.
(f) Security pledged to cover margin requirements on open short sale
transactions (see Note 2 of Notes to Financial Statements). At the period
end the value of securities pledged amounted to $407,193,000.
(g) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. 
(h) Security represents right to receive monthly interest payments on an
underlying pool of mortgages.  Principal shown is the par amount of the
mortgage pool.
(i) Principal Only Strips represent the right to receive the monthly
principal payments on an underlying pool of mortgage loans.
(j) Some 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.
(k) Affiliated company (see Note 8 of Notes to Financial Statements).
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 43.5% AAA, AA, A 42.8%
Baa 6.3% BBB  7.2%
Ba 2.1% BB  1.0%
B 0.0% 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 1.9% including long-term debt categorized
as other securities. FMR has determined that unrated debt securities that
are lower quality account for 0.7% of the total value of investment in
securities.
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States  76.1%
France  6.6
Canada  4.5
Australia  2.3
United Kingdom  1.7
Ireland  1.2
Japan  1.0
New Zealand  1.0
Others (individually less than 1%)  5.6
TOTAL  100.0%
INCOME TAX INFORMATION
At January 31, 1995, the aggregate cost of investment securities for income
tax purposes was $5,104,478,000. Net unrealized depreciation aggregated
$115,742,000 of which $140,508,000 related to appreciated investment
securities and $256,250,000 related to depreciated investment securities. 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                                            <C>           <C>           
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) JANUARY 31, 1995 (UNAUDITED)                               
 
ASSETS                                                                                                     
 
Investment in securities, at value (including repurchase                       $ 4,988,736                 
agreements of $244,104) (cost $5,102,948) - See                                                            
accompanying schedule                                                                                      
 
Securities sold short, at value (proceeds received                              (387,963)    $ 4,600,773   
$404,770)                                                                                                  
 
Restricted cash on securities sold short                                                      404,770      
 
Cash                                                                                          7            
 
Receivable for investments sold                                                               182,457      
 
Unrealized appreciation on foreign currency contracts                                         15,840       
 
Receivable for closed foreign currency contracts                                              1,052        
 
Receivable for fund shares sold                                                               20,970       
 
Dividends receivable                                                                          3,511        
 
Interest receivable                                                                           70,390       
 
Receivable for daily variation on futures contracts                                           283          
 
Other receivables                                                                             1,730        
 
U.S. Treasury obligations, at value, held as collateral for                                   47,780       
securities loaned                                                                                          
 
 TOTAL ASSETS                                                                                 5,349,563    
 
LIABILITIES                                                                                                
 
Payable for investments purchased                                               227,597                    
 
Unrealized depreciation on foreign currency contracts                           14,431                     
 
Payable for closed foreign currency contracts                                   180                        
 
Payable for fund shares redeemed                                                30,337                     
 
Accrued management fee                                                          2,186                      
 
Other payables and accrued expenses                                             9,044                      
 
Collateral on securities loaned, at value                                       47,780                     
 
 TOTAL LIABILITIES                                                                            331,555      
 
NET ASSETS                                                                                   $ 5,018,008   
 
Net Assets consist of:                                                                                     
 
Paid in capital                                                                              $ 5,322,912   
 
Undistributed net investment income                                                           86,606       
 
Accumulated undistributed net realized gain (loss) on                                         (295,249)    
investments and foreign currency transactions                                                              
 
Net unrealized appreciation (depreciation) on                                                 (96,261)     
investments and assets and liabilities in foreign                                                          
currencies                                                                                                 
 
NET ASSETS, for 408,342 shares outstanding                                                   $ 5,018,008   
 
NET ASSET VALUE, offering price and redemption price per                                      $12.29       
share ($5,018,008 (divided by) 408,342 shares)                                                             
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                   <C>          <C>           
AMOUNTS IN THOUSANDS  SIX MONTHS ENDED JANUARY 31, 1995 (UNAUDITED)                              
 
INVESTMENT INCOME                                                                  $ 35,913      
Dividends                                                                                        
 
Interest (including security lending fees of $29)                                   139,367      
 
 TOTAL INCOME                                                                       175,280      
 
EXPENSES                                                                                         
 
Management fee                                                        $ 13,552                   
 
Transfer agent fees                                                    6,174                     
 
Accounting and security lending fees                                   398                       
 
Non-interested trustees' compensation                                  33                        
 
Custodian fees and expenses                                            612                       
 
Registration fees                                                      36                        
 
Audit                                                                  77                        
 
Legal                                                                  24                        
 
Interest                                                               1                         
 
Dividends on securities sold short                                     3,755                     
 
Miscellaneous                                                          3                         
 
 Total expenses before reductions                                      24,665                    
 
 Expense reductions                                                    (118)        24,547       
 
NET INVESTMENT INCOME                                                               150,733      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                              
Net realized gain (loss) on:                                                                     
 
 Investment securities (including realized gain (loss) of              (244,759)                 
 $699 on sales of investment in affiliated issuers)                                              
 
 Foreign currency transactions                                         (43,785)                  
 
 Futures contracts                                                     757                       
 
 Short sales                                                           14,616       (273,171)    
 
Change in net unrealized appreciation (depreciation) on:                                         
 
 Investment securities                                                 (30,708)                  
 
 Futures contracts                                                     (5,076)                   
 
 Short sales                                                           20,695                    
 
 Assets and liabilities in foreign currencies                          16,300       1,211        
 
NET GAIN (LOSS)                                                                     (271,960)    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                               $ (121,227)   
OPERATIONS                                                                                       
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>                 <C>            
AMOUNTS IN THOUSANDS                                      SIX MONTHS ENDED    YEAR ENDED     
                                                          JANUARY 31, 1995    JULY 31,       
                                                          (UNAUDITED)         1994           
 
INCREASE (DECREASE) IN NET ASSETS                                                            
 
Operations                                                $ 150,733           $ 197,865      
Net investment income                                                                        
 
 Net realized gain (loss)                                  (273,171)           10,705        
 
 Change in net unrealized appreciation (depreciation)      1,211               (243,781)     
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           (121,227)           (35,211)      
FROM OPERATIONS                                                                              
 
Distributions to shareholders                              (74,674)            (88,138)      
From net investment income                                                                   
 
 From net realized gain                                    -                   (157,422)     
 
 In excess of net realized gain                            -                   (127,230)     
 
 TOTAL  DISTRIBUTIONS                                      (74,674)            (372,790)     
 
Share transactions                                         754,374             3,990,023     
Net proceeds from sales of shares                                                            
 
 Reinvestment of distributions                             71,258              357,197       
 
 Cost of shares redeemed                                   (1,001,818)         (2,148,510)   
 
 Net increase (decrease) in net assets resulting from      (176,186)           2,198,710     
share transactions                                                                           
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  (372,087)           1,790,709     
 
NET ASSETS                                                                                   
 
 Beginning of period                                       5,390,095           3,599,386     
 
 End of period (including undistributed net investment    $ 5,018,008         $ 5,390,095    
income of $86,606 and $10,547, respectively)                                                 
 
OTHER INFORMATION                                                                            
Shares                                                                                       
 
 Sold                                                      58,626              298,399       
 
 Issued in reinvestment of distributions                   5,693               26,645        
 
 Redeemed                                                  (78,454)            (162,688)     
 
 Net increase (decrease)                                   (14,135)            162,356       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
      SIX MONTHS    YEARS ENDED JULY 31,                               
      ENDED                                                            
      JANUARY 31,                                                      
      1995                                                             
 
      (UNAUDITED)   1994                   1993   1992   1991   1990   
 
 
<TABLE>
<CAPTION>
<S>                            <C>        <C>       <C>       <C>       <C>       <C>       
SELECTED PER-SHARE DATA                                                                     
 
Net asset value,               $ 12.76    $ 13.84   $ 12.79   $ 12.15   $ 11.11   $ 11.87   
beginning of period                                                                         
 
Income from                                                                                 
Investment                                                                                  
Operations                                                                                  
 
 Net investment                 .37        .25 E     .62       .62       .65       .71      
income                                                                                      
 
 Net realized and               (.66)      (.17)     1.45      1.07      1.07      (.25)    
 unrealized gain                                                                            
 (loss)                                                                                     
 
 Total from investment          (.29)      .08       2.07      1.69      1.72      .46      
 operations                                                                                 
 
Less Distributions              (.18)      (.25)     (.66)     (.60)     (.68)     (1.00)   
From net investment                       D                                                 
 income                                                                                     
 
 From net realized              -          (.50)     (.36)     (.45)     -         (.22)    
gain                                      D                                                 
 
 In excess of net               -          (.41)     -         -         -         -        
 realized gain                                                                              
 
 Total distributions            (.18)      (1.16)    (1.02)    (1.05)    (.68)     (1.22)   
 
Net asset value, end of        $ 12.29    $ 12.76   $ 13.84   $ 12.79   $ 12.15   $ 11.11   
period                                                                                      
 
TOTAL RETURN B, C               (2.29)%    .37%      17.18%    14.73%    16.24%    3.98%    
 
RATIOS AND SUPPLEMENTAL DATA                                                                
 
Net assets, end of             $ 5,018    $ 5,390   $ 3,599   $ 1,366   $ 458     $ 268     
period (in millions)                                                                        
 
Ratio of expenses to            .93%       1.01%     .93%      .96%      .98%      .97%     
average net assets             A                                                            
 
Ratio of expenses to            .93%       1.02%     .93%      .96%      .98%      .97%     
average net assets             A                                                            
before expense                                                                              
reductions                                                                                  
 
Ratio of net investment         5.70%      4.09%     5.07%     5.68%     5.93%     6.74%    
income to average              A                                                            
net assets                                                                                  
 
Portfolio turnover rate         211%       157%      162%      242%      238%      223%     
                               A                                                            
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN.
D THE AMOUNT SHOWN REFLECTS CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO
TAX DIFFERENCES.
E EFFECTIVE AUGUST 1, 1993, THE FUND BEGAN REFLECTING IN NET INVESTMENT
INCOME PER SHARE CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX
DIFFERENCES IN ACCORDANCE WITH NEW GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES.
NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 1995 (Unaudited)
 
 
14. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Balanced Fund (the fund) is a fund of Fidelity Puritan Trust (the
trust) and is authorized to issue an unlimited number of shares. The trust
is registered under the Investment Company Act of 1940, as amended (the
1940 Act), as an open-end management investment company organized as a
Massachusetts business trust. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (including restricted securities) for which
exchange quotations are not readily available (and in certain cases debt
securities which trade on an exchange), are valued primarily using
dealer-supplied valuations or at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees. Short-term securities 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 the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Reported net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of forward
currency contracts, 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. 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 securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Investment income,
which includes accretion of original issue discount, is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for paydown
gains/losses on certain securities, futures and options transactions,
foreign currency transactions, market discount, partnerships, non-taxable
dividends and losses deferred due to wash sales.
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. Accumulated undistributed 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.
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.
15. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. These contracts
involve market risk in excess of the unrealized gain or loss reflected in
the fund's Statement of Assets and Liabilities. The U.S. dollar value of
the currencies the fund has committed to buy or sell is shown in the
schedule of investments under the caption "Forward Foreign Currency
Contracts." This amount represents the aggregate exposure to each currency
the fund has acquired or hedged through currency contracts at period end.
Losses may arise from changes in the value of the foreign currency or if
the counterparties do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
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. Contracts that have been offset with different
counterparties are reflected as both a contract to buy and a contract to
sell in the schedule of investments under the caption "Forward Foreign
Currency Contracts."
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS. The fund, through its custodian, receives 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 fund's 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 fund, along with other affiliated
entities of FMR, may transfer uninvested cash balances into one or more
joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
SHORT SALES AGAINST THE BOX. The fund may hedge its investments against
changes in value by engaging in short sales against the box. In a short
sale against the box, the fund sells a borrowed security, while at the same
time either owning an identical security or having the right to obtain such
a security. By selling short against the box the equity underlying one of
its convertible holdings, the fund would seek to offset the effect that a
decline in the underlying equity might have on the value of the convertible
security. While the short sale is outstanding, the fund will not dispose of
the security hedged by the short sale.
The fund is required to establish a margin account with the broker lending
the security sold short. While the short sale is outstanding, the broker
retains the proceeds of the short sale and the fund instructs the custodian
to maintain in a separate account securities having a value at least equal
to the amount of the securities sold short.
FUTURES CONTRACTS AND OPTIONS. The fund may use futures and options
contracts to manage its exposure to the stock market and to fluctuations in
interest rates and currency values. Buying futures, writing puts, and
buying calls tend to increase the fund's exposure to the underlying
instrument. Selling futures, buying puts, and writing calls tend to
decrease the fund's exposure to the underlying instrument, or hedge other
fund investments. Futures contracts and written options involve, to varying
degrees, risk of loss in excess of the futures variation margin or the
option value reflected in the Statement of Assets and Liabilities. The
underlying face amount at value is shown in the schedule of investments
under the captions "Futures Contracts." This amount reflects each
contract's exposure to the underlying instrument at period end. Losses may
arise from changes in the value of the underlying instruments, if there is
an illiquid secondary market for the contracts, or if the counterparties do
not perform under the contracts' terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options 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.
2. OPERATING POLICIES - CONTINUED
INDEXED SECURITIES. The fund may invest in indexed securities whose values
are linked either directly or inversely to changes in foreign currencies,
interest rates, commodities, indices, or other underlying instruments. The
fund uses these securities to increase or decrease its exposure to
different underlying instruments and to gain exposure to markets that might
be difficult to invest in through conventional securities. Indexed
securities may be more volatile than their underlying instruments, but any
loss is limited to the amount of the original investment.
RESTRICTED SECURITIES. The fund is 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. At the
end of the period, restricted securities (excluding 144A issues) amounted
to $19,306,000 or 0.4% of net assets.
16. PURCHASES AND SALES 
OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $5,398,372,000 and $5,896,496,000, respectively, of which U.S.
government and government agency obligations aggregated $3,570,646,000 and
$3,253,214,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $1,031,835,000 and $1,264,785,000, respectively.
17. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2700% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The annual individual fund fee rate is .20%. For
the period, the management fee was equivalent to an annualized rate of .51%
of average net assets.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
During the period August 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives
account 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES - CONTINUED
fees and asset-based fees that vary according to account size and type of
account. FSC pays for typesetting, printing and mailing of all shareholder
reports, except proxy statements.
ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's accounting
records and administers the security lending program. The security lending
fee is based on the number and duration of lending transactions. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $1,056,000 for the period.
18. SECURITY LENDING. 
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 100% of the market value of the loaned
securities during the period of the loan. At period end, the value of the
securities 
loaned and the value of collateral amounted to $46,839,000 and $47,780,000,
respectively.
19. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the 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 amounted to $7,264,000. The weighted average
interest rate was 5.25%.
20. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$118,000 under this arrangement.
21. TRANSACTIONS WITH
AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions with companies which are or
were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS
  PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Sherritt Gordon Mines Ltd. (a)  $ - $ 6,861 $ - $ 31,782
(a) Non-income producing
 
FIDELITY
 
 
(registered trademark)
GLOBAL BALANCED
FUND
SEMIANNUAL REPORT
JANUARY 31, 1995
CONTENTS
 
 
PRESIDENT'S MESSAGE    3    Ned Johnson on investing                 
                            strategies.                              
 
PERFORMANCE            4    How the fund has done over time.         
 
FUND TALK              6    The manager's review of fund             
                            performance, strategy and outlook.       
 
INVESTMENT CHANGES     9    A summary of major shifts in the         
                            fund's investments over the past six     
                            months.                                  
 
INVESTMENTS            10   A complete list of the fund's            
                            investments with their market            
                            values.                                  
 
FINANCIAL STATEMENTS   21   Statements of assets and liabilities,    
                            operations, and changes in net           
                            assets,                                  
                            as well as financial highlights.         
 
NOTES                  25   Notes to the financial statements.       
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMA-
TION 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:
Although there have been a few positive market indications so far in 1995,
no one can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. A fund's total
return includes changes in a fund's share price, plus reinvestment of any
dividends (or income) and capital gains (the profits the fund earns when it
sells securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1995       PAST 6   PAST 1    LIFE OF   
                                     MONTHS   YEAR      FUND      
 
Global Balanced                      -6.17%   -17.89%   18.38%    
 
Morgan Stanley World Index           -1.99%   -2.91%    26.37%    
 
Salomon Brothers World Government    2.97%    3.66%     16.33%    
 Bond Index                                                       
 
Average Global Flexible Fund         -3.36%   -9.01%    n/a       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, or since the fund
started on February 1, 1993. For example, if you had invested $1,000 in a
fund that had a 5% return over the past year, you would end up with $1,050.
For comparison, you can look at both the performance of the Morgan Stanley
World Index - a common proxy for stocks across the world - and the
performance of the Salomon Brothers World Government Bond Index, a broad
measure of government bonds across the world. To measure how the fund's
performance stacked up against its peers, you can compare it to the average
global flexible fund, which currently reflects the performance of 34 global
flexible portfolio funds tracked by Lipper Analytical Services. These
benchmarks include reinvested dividends and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1995                 PAST 1    LIFE OF   
                                               YEAR      FUND      
 
Global Balanced                                -17.89%   8.80%     
 
Morgan Stanley World Index                     -2.91%    12.42%    
 
Salomon Brothers World Government Bond Index   3.66%     7.85%     
 
Average Global Flexible Fund                   -9.01%    n/a       
 
AVERAGE ANNUAL 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 Global BalaWorld Index         World Government Bon
     02/01/93            10000.00            10000.00            10000.00
     02/28/93            10490.00            10233.90            10197.00
     03/31/93            11161.12            10824.22            10354.03
     04/30/93            11752.77            11322.89            10572.50
     05/31/93            11983.41            11580.84            10678.23
     06/30/93            11853.13            11480.71            10655.80
     07/31/93            12064.61            11714.25            10685.64
     08/31/93            12759.49            12248.33            11007.28
     09/30/93            12696.03            12019.10            11138.27
     10/31/93            13268.93            12347.41            11119.33
     11/30/93            13115.48            11646.04            11040.38
     12/31/93            13738.72            12213.06            11134.23
     01/31/94            14417.31            13015.73            11223.30
     02/28/94            13895.32            12844.42            11150.35
     03/31/94            12974.09            12287.79            11134.74
     04/30/94            12795.93            12664.77            11146.99
     05/31/94            13005.53            12694.48            11048.89
     06/30/94            12385.09            12656.32            11208.00
     07/31/94            12616.59            12894.04            11297.66
     08/31/94            12879.65            13279.41            11258.12
     09/30/94            12848.08            12927.56            11339.18
     10/31/94            12679.72            13292.32            11520.60
     11/30/94            12321.95            12712.87            11361.62
     12/31/94            12164.11            12833.00            11393.43
     01/31/95            11838.44            12637.29            11632.69
 
$10,000 OVER LIFE OF FUND:  Let's say you invested $10,000 in Fidelity
Global Balanced Fund on February 1, 1993, when the fund started. As the
chart shows, by January 31, 1995, the value of your investment would have
grown to $11,838 - a 18.38% increase on your initial investment. For
comparison, look at how both the Morgan Stanley World Index and Salomon
Brothers World Government Bond Index did over the same period. With
dividends reinvested, the same $10,000 investment in the Morgan Stanley
World Index would have grown to $12,637 - a 26.37% increase. If you had put
$10,000 in the Salomon Brothers World Government Bond Index, it would have
grown to $11,633 - a 16.33% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks or bonds will vary. 
That means if you sell your 
shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
An interview with Robert Haber, Portfolio Manager of Fidelity Global
Balanced Fund
Q. BOB, HOW HAS THE FUND PERFORMED?
A. For the six months and year ended January 31, 1995, the fund returned
- -6.17% and -17.89%, respectively. That trails the average global flexible
fund which returned -3.36% and -9.01% for the same time periods, according
to Lipper Analytical Services.
Q. WHY DID THE FUND TURN IN SUCH DISAPPOINTING RESULTS?
A. The primary reason was bonds. Bonds in general have fared very poorly
over the past year, and especially during the past six months. As of
January 31, 1995, the fund had about 49% of its assets invested in bonds,
and the bond market had its worst year in 70 years. More specifically, the
fund was also hurt by the fall in Mexican and Argentine emerging market
bonds. When the Mexican government unexpectedly devalued the peso in
mid-December, it affected all investment-grade, U.S. dollar-denominated
emerging market debt. The fund only had a very small amount of direct peso
exposure, but when Mexico devalued the peso, investors lost confidence in
all emerging markets. The fund's holding in emerging market debt was as
high as 24% of fund assets during the period, but by January 31, I had
decreased it to about 4% of assets.
Q. BUT EMERGING MARKET DEBT WASN'T THE WHOLE STORY . . .
A. No. As I said earlier, all bonds performed poorly. The fund's
investments in French and German government bonds, for example, which are
normally considered less volatile than those in emerging markets, also
underperformed. When interest rates rose in the U.S., corresponding rate
hikes in several foreign countries caused international bond markets to
perform poorly. It's important to note that about 20% of the fund's
investments was hedged with forward foreign currency contracts, in order to
reduce foreign currency risk - the chance that movements in a country's
currency might negatively affect the fund's investments there. However,
while these investments removed some currency risk from the portfolio they
didn't protect the fund from losses due to rising interest rates.
Q. YOU MENTIONED FRENCH GOVERNMENT BONDS. WHAT WAS THE ATTRACTION THERE?
A. On January 31, 1995, 4% of the fund was invested in French government
bonds. I believed that the U.S. economy was stronger than industrialized
economies in Western Europe. I thought if I shifted some bond investments
to foreign markets, their bonds would perform better than U.S. bonds
because their economies were weaker. I shifted part of the bond portfolio
overseas to France, England and Germany because I felt that the threat of
inflation - which eats away at a bond's fixed interest payment - seemed
much less likely in those countries than in the U.S. Unfortunately, bonds
around the world were more closely tied together than expected. When U.S.
interest rates rose, so did rates in Western Europe, despite the fact that
there was no threat of inflation in those countries. I was right about our
economy being stronger, but the second part of my thesis didn't work as
anticipated, since French bonds sold off as much as the U.S. bonds.
Q. LET'S SWITCH GEARS FOR A MOMENT AND LOOK AT THE FUND'S EQUITY HOLDINGS.
WHAT WAS YOUR STRATEGY?
A. Stocks generally outperformed bonds during the period, and the fund was
about 47% invested in stocks on January 31. Some of the stocks I owned
posted positive, though nominal, returns. I found that the fund's best
performers were North American industrial stocks, deep cyclicals - which
tend to prosper late in the economic cycle. Because the economy remained
strong, earnings exceeded forecasts for some of these companies. The demand
for commodities also stayed strong and chemical companies such as Methanex
and paper companies like Stone Container did well. Methanex should report
good earnings and therefore have a lot of financial flexibility due to the
significant amount of free cash flow that the company is generating that
will probably be returned to stockholders. In addition, investor perception
that the economic recovery in Europe was continuing boosted our holdings in
undervalued stocks such as VEBA and Koninklijke PPT Nederland.
Q. WAS THE FUND AFFECTED BY THE EARTHQUAKE IN JAPAN?
A. Yes. The Kobe earthquake impacted our holdings in Japanese stocks, which
were about 14% of the fund as of January 31, 1995. Although the companies
in which the fund was invested performed well, the stock market in Japan
tumbled around 10% - 15% on investors' fears that foreign investors would
sell their Japanese stocks. Since the effects of the earthquake will
probably be short term, I've used the dip in the market as a buying
opportunity.
Q. DESPITE ALL THE TURMOIL, YOU STAND BY BONDS AS A BETTER VALUE THAN
STOCKS. WHY?
A. All bonds did this year was get cheaper, which is an opportunity for
investors. Most stocks, after all, just stayed the same. However, the
makeup of the fund's bond investments has changed. My conviction in bonds
as a better investment right now has stayed strong. As interest rates climb
around the world, there isn't as much reason to hold as many foreign bonds.
I'll probably continue to sell some overseas positions and redirect assets
into U.S. Treasuries.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. If you look at the difficulties of the past six months, the overwhelming
negative was the fund's exposure to emerging market debt. The equity
performance  was acceptable for a volatile market period. By reducing some
of the fund's foreign debt exposure and taking advantage of 7% and 8%
yields that are available in the marketplace, I've attempted to eliminate
some excess volatility from the fund. The next six months should see a
further reduction in the volatility of the fund's bond holdings. I also
think that the underlying value of the bonds that will remain in the fund
will eventually work to the fund's advantage.
FUND FACTS
GOAL: to provide as much 
current income as possible 
while preserving capital, and 
considering the potential for 
capital growth by investing in 
stocks and bonds from 
around the world
START DATE: February 1, 1993
SIZE: as of January 31, 
1995, more than $218 million
MANAGER: Robert Haber, 
since February 1993; 
manager, Fidelity Balanced 
Fund, since November 1986; 
manager, Fidelity Advisor 
Income & Growth Fund, 
since 1987; joined Fidelity in 
1985
(checkmark)
BOB HABER ON SHIFTING 
BOND INVESTMENTS:
"I perceive bonds to be a 
better value than stocks. 
Here's why:  Interest rates 
have already risen - and 
bond prices fallen - 
substantially.  Real yields - 
the difference between bonds' 
stated interest rates and the 
rate of inflation - are at 
historically attractive levels 
both in the U.S. and in 
some industrialized nations in 
Western Europe.  However, 
I've recently made some 
changes within the bond 
portion of the fund.  I've 
reduced the fund's exposure 
to foreign debt and increased 
its holdings in U.S. Treasuries 
of varying maturities - but 
with an intermediate average 
maturity of about seven years 
- - in order to reduce risk in 
the fund."
(solid bullet)  After the period, Richard 
Mace was named 
co-manager of Fidelity Global 
Balanced Fund which he 
previously co-managed from 
February 1993 - February 
1994. Mr. Mace also 
manages Fidelity 
International Growth & 
Income Fund and Fidelity 
International Value Fund. 
Previously, he managed the 
Select Transportation, 
Industrial Materials, and 
Chemical Portfolios. Mr. Mace 
joined Fidelity in 1987.
INVESTMENT CHANGES
 
 
TOP FIVE STOCKS AS OF JANUARY 31, 1995
                                        % OF FUND'S    % OF FUND'S    
                                        INVESTMENTS    INVESTMENTS    
                                                       6 MONTHS AGO   
 
Jefferson Smurfit Group PLC             2.0            1.0            
(Ireland)                                                             
 
Occidental Petroleum Corp., Series      1.6            0.7            
A,    Indexed                                                         
$3 (United States)                                                    
 
Stone Container Corp. (United States)   1.5            1.0            
 
Methanex Corp. (Canada)                 1.5            1.4            
 
Omron Corp. (Japan)                     1.3            0.2            
 
TOP FIVE BONDS AS OF JANUARY 31, 1995
(BY ISSUER, WITH MATURITIES          % OF FUND'S    % OF FUND'S    
MORE THAN ONE YEAR)                  INVESTMENTS    INVESTMENTS    
                                                    6 MONTHS AGO   
 
United States Government (various    7.9            0.0            
issues)                                                            
 
German Government 8%, 7/22/02        6.5            0.0            
 
United Kingdom Treasury Bond         4.9            0.0            
 9 3/4%, 8/27/02                                                   
 
Commonwealth of Australia 7%,        4.4            0.0            
 4/15/00                                                           
 
French Government (various issues)   4.0            5.8            
 
TOP FIVE COUNTRIES AS OF JANUARY 31, 1995
                           % OF FUND'S    % OF FUND'S    
                           INVESTMENTS    INVESTMENTS    
                                          6 MONTHS AGO   
 
United States of America   32.3           24.7           
 
Japan                      18.3           8.0            
 
Canada                     8.2            14.0           
 
Germany                    7.9            1.5            
 
United Kingdom             7.0            3.1            
 
ASSET ALLOCATION
AS OF JANUARY 31, 1995* AS OF JULY 31, 1994** 
Row: 1, Col: 1, Value: 5.6
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 16.1
Row: 1, Col: 4, Value: 36.4
Row: 1, Col: 5, Value: 41.9
Stocks 37.3%
Bonds 39.0%
Convertible
securities 22.3%
Other 0.3%
Short-term
investments 1.1%
Stocks 41.9%
Bonds 36.4%
Convertible
securities 16.1%
Other 0.0%
Short-term
investments 5.6%
Row: 1, Col: 1, Value: 1.6
Row: 1, Col: 2, Value: 1.3
Row: 1, Col: 3, Value: 22.3
Row: 1, Col: 4, Value: 38.5
Row: 1, Col: 5, Value: 36.8
* FOREIGN
   INVESTMENTS 67.7%
** FOREIGN
    INVESTMENTS 75.3%
INVESTMENTS JANUARY 31, 1995 (UNAUDITED)
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 41.9%
 SHARES VALUE (NOTE 1)
  (000S)
AUSTRALIA - 0.0%
QNI Ltd.  1,000 $ 1,422
AUSTRIA - 0.7%
Mayr Melnhof Karton AG (a)  28,200  1,564,379
BRAZIL - 0.0%
Aracruz Celulose SA ADR (a)  6,300  81,900
CANADA - 7.1%
AT Plastics, Inc.   247,100  1,975,676
Alcan Aluminium Ltd.   48,600  1,174,372
Barrich Gold Corp.   28,700  573,674
Cascades, Inc.   174,700  900,163
Cominco Fertilizer Ltd.   100  2,576
Cominco Ltd. (a)  100  1,528
Domtar, Inc. (a)  283,400  2,089,673
Echo Bay Mines Ltd.   10,500  97,011
Methanex Corp. (a)  262,200  3,237,785
QUNO Corp. (a)  32,000  582,780
St. Laurent Paperboard, Inc. (a)  5,700  73,931
St. Laurent Paperboard, Inc. (a)(e)  104,500  1,355,407
Sherritt Gordon Mines Ltd. (a)  173,800  1,667,531
Stone Consolidated Corp. (a)  121,700  1,502,816
  15,234,923
FINLAND - 0.8%
Kemira OY (a)  130,300  915,219
Kemira OY sponsored ADR (a)(e)  61,100  847,763
Kone Corp. Ord. Class B  100  11,113
  1,774,095
FRANCE - 2.3%
Accor SA  7,212  728,912
Carnaudmetalbox SA  32,000  1,107,145
Dapta-Mallinjoud SA  33,000  810,713
Montupet SA  7,010  1,178,174
Pechiney SA CIP  7,000  486,231
Total SA Class B  10,000  563,831
  4,875,006
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
GERMANY - 1.4%
Schering AG  600 $ 427,419
Veba Vereinigte Elektrizitaets & Bergwerks AG Ord.   7,500  2,521,810
  2,949,229
HUNGARY - 0.0%
Pick Szeged RT sponsored GDS (e)  1,000  45,000
IRELAND - 2.0%
Jefferson Smurfit Group PLC   701,149  4,364,793
JAPAN - 14.2%
Amada Metrecs Co. Ltd.   55,000  772,588
Canon, Inc.   50,000  737,471
Daiwa Securities Co. Ltd.   155,000  2,006,221
Fuji Electric Co. Ltd.   240,000  1,194,401
Fuji Photo Film Co. Ltd.   20,000  433,452
Hitachi Ltd.   295,000  2,527,769
Honda Motor Co. Ltd.   57,000  886,470
Ito Yokado Co. Ltd.   35,000  1,604,876
Kaneka Corp.  145,000  947,123
Matsushita Electric Industrial Co. Ltd.   130,000  1,800,031
Mitsubishi Electric Co. Ord.   392,000  2,403,172
Mitsubishi Motors Corp.  50,000  449,004
Nifco, Inc.   60,000  860,884
Nitto Denko Corp.   85,000  1,228,114
Nomura Securities Co. Ltd.   120,000  2,335,825
Nichicon Corp.   50,000  627,101
Omron Corp.   166,000  2,848,142
Sankyo Co. Ltd.   40,000  947,173
Shinetsu Chemical  10,000  170,571
Sony Corp.   43,000  1,980,334
Takasago Thermal Engineering Co.   1,000  14,950
Tayca Corp. (a)  57,000  220,759
Tokai Rika Denki Co. Ltd.   99,000  1,013,195
Toppan Printing Co. Ltd.   100,000  1,324,437
Uny Co. Ltd.   50,000  772,588
Wako Electric Co. Ltd.   15,000  263,382
Yamanouchi Pharmaceutical  10,000  203,682
  30,573,715
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NETHERLANDS - 1.6%
Hoogovens en Staalfabrieken (a)  100 $ 4,471
Koninklijke PPT Nederland  80,000  2,621,876
Koninklijke PPT Nederland (a)(e)  23,000  753,789
Vredestein NV  8,000  61,333
  3,441,469
NORWAY - 1.1%
Kverneland Gruppen AS  160,000  2,273,850
SOUTH AFRICA - 0.2%
Driefontein Consolidated Ltd.: 
Ord.   4,000  46,210
 sponsored ADR  3,100  36,038
Free State Consolidated Gold Mines Ltd. ADR  12,400  142,600
Vaal Reefs Exploration & Mining Co. Ltd.: 
ADR   8,500  60,031
 (Reg.)   1,600  117,359
  402,238
SPAIN - 0.8%
Banco Bilbao Vizcaya SA Ord. (Reg.)  35,000  873,513
Argentaria Corporacion Bancaria de Espana SA  26,000  871,739
  1,745,252
SWEDEN - 0.6%
Catena AB Class A Free shares  41,000  341,316
Volvo Aktiebolaget Class B  52,000  966,208
  1,307,524
UNITED KINGDOM - 2.1%
BET PLC Ord.   500,000  813,700
British Petroleum PLC ADR  15,800  1,226,475
Cook (D.C.) Holdings PLC  1,068,200  666,664
Eurocamp PLC  270,000  1,070,777
Resort Hotels PLC (a)  570,000  -
Wace Group PLC  220,000  775,148
  4,552,764
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UNITED STATES OF AMERICA - 7.0%
ASA Ltd.   7,700 $ 332,063
Allied Products Corp.   100  1,625
Aluminum Co. of America  13,400  1,053,575
Bank of Boston Corp.   10,500  294,000
Battle Mountain Gold Co.   14,500  128,688
Bearings, Inc.   7,400  237,725
Bowater, Inc.   1,900  50,350
Cadmus Communications Corp.   10,100  161,600
Cascade Corp.   7,100  170,400
Caterpillar, Inc.   7,800  401,700
Chase Brass Industries, Inc.   10,000  110,000
Claire's Stores, Inc.   20,000  270,000
Deere & Co.   1,400  99,750
Donnelley (R.R.) & Sons Co.   3,000  90,750
Gaylord Container Corp. Class A (a)  98,500  824,938
Hecla Mining Co.   2,700  23,625
Insteel Industries, Inc.   400  2,900
Jefferson Smurfit Corp. (a)  60,000  967,500
Johnson Controls, Inc.  3,200  152,000
Jones Apparel Group, Inc.   800  19,200
Kaiser Aluminum Corp. (a)  5,100  54,825
Longview Fibre Co.   21,600  337,500
Marshall Industries (a)  600  14,775
Philip Morris Companies, Inc.   24,200  1,442,925
Pier 1 Imports, Inc.   50,100  475,950
Pride Petroleum Services, Inc. (a)  57,700  281,288
Reynolds Metals Co.   5,700  285,000
Royal Caribbean Cruises Ltd.   1,500  41,250
Smith's Food & Drug Center, Inc.   8,300  213,725
Stone Container Corp.   191,400  3,253,800
TRW, Inc.   1,600  102,600
Tandem Computers, Inc. (a)  19,400  346,775
Temple-Inland, Inc.   20,400  928,200
Terra Industries, Inc.   86,500  983,938
Union Camp Corp.   5,800  273,325
Utah Medical Products, Inc. (a)  59,000  597,375
Varian Associates, Inc.   100  3,688
Wellman, Inc.   2,500  65,625
  15,094,953
TOTAL COMMON STOCKS 
(Cost $92,642,373)   90,282,512
PREFERRED STOCKS - 5.2%
 SHARES VALUE (NOTE 1)
  (000S)
CONVERTIBLE PREFERRED STOCKS - 5.2%
BERMUDA - 0.1%
Jardine Strategic Holdings Ltd. 7 1/2% (a)(g)  1,700 $ 185,300
HONG KONG - 0.4%
Amoy Properties Ltd. 5 1/2% (e)(g)  7,200  493,200
Dairy Farm International Holdings Ltd. 6 1/2% (g)  3,040  267,520
  760,720
UNITED STATES OF AMERICA - 4.7%
Alco Standard Corp., Series AA, $2.30 (g)  19,000  1,375,125
Alumax, Inc., Series A, $4.00 (a)  1,200  131,400
Ford Motor Co. (Del.), Series A, $4.20 (g)  14,100  1,157,963
Kaiser Aluminum Corp. $0.96  15,600  175,500
Kaiser Aluminum Corp. despositary shares representing 
1/10 pfd., Series A, $0.65  137,600  1,135,200
Magma Copper Co., Series D, $2.80 (g)  10,200  591,600
Newmont Mining Corp. depositary shares representing 1/2 
pfd. $1.375 (e)  6,900  345,000
Noble Drilling Corp. exchangeable $2.25  17,000  506,813
Occidental Petroleum Corp., Series A, Indexed $3  73,100  3,362,600
Reynolds Metals Co. $3.31  25,800  1,264,200
Unocal Corp. $3.50 (e)  3,900  187,200
  10,232,601
TOTAL CONVERTIBLE PREFERRED STOCKS   11,178,621
NONCONVERTIBLE PREFERRED STOCKS - 0.0%
AUSTRIA - 0.0%
MaCulan Holdings Ltd. Ord.   1,600  120,556
TOTAL PREFERRED STOCKS
(Cost $12,601,025)   11,299,177
CORPORATE BONDS - 15.0%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
CONVERTIBLE BONDS - 10.9%
CANADA - 1.1%
Repap Enterprise Corp. 9%, 6/30/98   - CAD 2,020,000 $ 1,220,109
St. Laurent Paperboard, Inc. 8%, 6/15/04 (e)  - CAD 1,350,000  1,266,480
  2,486,589
CHILE - 0.7%
Compania de Telefonos de Chile yankee
4 1/2%, 1/15/03 (g)  Baa2  1,466,000  1,414,690
JAPAN - 0.4%
Daiwa Bank Ltd. euro 3 3/4%, 3/31/95  A3  100,000  99,250
Nitto Denko Corp. 3.90%, 3/30/01 (d)  - JPY 68,000  770,984
  870,234
LUXEMBOURG - 0.6%
Softe SA euro 4 1/4%, 7/30/98 (d)  - ITL 1,800,000  1,267,020
SWEDEN - 1.0%
Ericsson (LM) Telephone Co. 
4 1/4%, 6/30/00 (g)  A2 SEK 7,094,000  1,285,060
Investor AB 8%, 6/1/01 (g)  A- SEK 5,350,000  929,945
  2,215,005
UNITED STATES OF AMERICA - 7.1%
Aspect Telecommunication Corp. 
5%, 10/15/03 (e)(g)  B3  382,000  387,730
Cellular Communications Puerto Rico, Inc. 
8 1/4%, 8/1/00 (g)  Caa  1,148,000  2,564,345
General Instrument Corp. 5%, 6/15/00 (g)  B1  1,334,000  1,639,153
Hillhaven Corp. 7 3/4%, 11/1/02 (g)  B3  386,000  609,880
Lowe's Companies, Inc. 3%, 7/22/03 (g)  Baa1  1,925,000  2,704,800
Office Depot, Inc., liquid yield option notes 
0%, 12/11/07 (g)  Ba2  669,000  512,203
Orbital Sciences Corp. 6 3/4%, 3/1/03 (g)  B3  829,000  990,655
Owens-Corning Fiberglas Corp. 
8%, 12/30/05 (e)(g)  Ba1  858,000  937,365
Thermo Electron Corp. 4 5/8%, 8/1/97 (e)(g)  Ba1  3,488,000  4,935,520
  15,281,651
TOTAL CONVERTIBLE BONDS   23,535,189
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - 4.1%
JAPAN - 3.7%
Japan Development Bank 5%, 10/1/99 (d)  Aaa JPY 800,000 $ 7,890,400
MEXICO - 0.4%
First Mexican Acceptance Corp. euro 
10 3/4%, 9/15/96  -  500,000  418,990
Third Mexican Acceptance Corp. coll. notes gtd. 
by Grupo Sidek SA and Grupo Situr SA 
10 1/2%, 3/15/98 (e)  -  750,000  583,125
  1,002,115
TOTAL NONCONVERTIBLE BONDS   8,892,515
TOTAL CORPORATE BONDS
(Cost $33,673,252)   32,427,704
GOVERNMENT OBLIGATIONS (I) - 33.8%
ARGENTINA - 1.4%
Argentina Republic euro 6 1/2%, 3/31/05 (h)  BB-  4,850,000  2,922,125
AUSTRALIA - 4.4%
Commonwealth of Australia 7%, 4/15/00  Aaa AUD 14,500,000  9,526,984
BRAZIL - 0.7%
Brazil Federative Republic IDU euro 
7.8125%, 1/1/01 (h)  B1  1,940,000  1,552,000
FRANCE - 4.0%
French Government: 
BTAN 7%, 11/12/99  Aaa FRF 4,380,000  803,629
 8 1/2%, 12/26/12  Aaa FRF 40,000,000  7,678,244
  8,481,873
GERMANY - 6.5%
German Government 8%, 7/22/02  Aaa DEM 20,850,000  14,077,340
MEXICO - 0.4%
Mexican Government Brady 6.63%, 12/31/19  Ba2 FRF 9,750,000  918,088
Mexico Value Recovery (rights) (a)  -  1,695,000  -
  918,088
GOVERNMENT OBLIGATIONS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (C) (000S) (000S)
NEW ZEALAND - 2.1%
New Zealand Government 9%, 11/15/96  Aaa NZD 7,000,000 $ 4,438,160
UNITED KINGDOM - 4.9%
United Kingdom Treasury Bond 9 3/4%, 
8/27/02  Aaa GBP 6,310,000  10,527,486
UNITED STATES OF AMERICA - 9.4%
Federal Home Loan Bank discount note
0%, 3/6/95  Aaa  210,000  208,740
U.S. Treasury Bills, yields at date of purchase 
5.36% to 5.43%, 2/2/95 to 3/9/95 (f)  Aaa  3,185,000  3,173,924
U.S. Treasury Bonds 8 1/8%, 8/15/19  Aaa  2,200,000  2,275,284
U.S. Treasury Notes: 
7 1/4%, 11/30/96  Aaa  5,000,000  5,002,350
 6 3/4%, 2/28/97  Aaa  790,000  782,226
 7 1/2%, 11/15/01  Aaa  8,000,000  7,970,000
 6 1/4%, 2/15/03  Aaa  850,000  781,737
 7 7/8%, 11/15/04  Aaa  120,000  122,138
  20,316,399
TOTAL GOVERNMENT OBLIGATIONS
(Cost $74,172,840)   72,760,455
REPURCHASE AGREEMENTS - 4.1%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
(U.S. Treasury obligations) in a 
joint trading account at 5.81% 
dated 1/31/95 due 2/1/95  $ 8,785,418  8,784,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $221,873,490)  $ 215,553,848
FUTURES CONTRACTS 
    EXPIRATION UNDERLYING FACE UNREALIZED
   DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
9 MidCap 400 Stock Index Futures  March, 1995 $ 774,000 $ (8,839)
10 Nikkei 225 Index Futures March, 1995  937,000  (47,600)
22 U.S. Treasury Bond Futures  March, 1995  2,232,313  50,655
6 S&P 500 Stock Index Futures  March, 1995  1,416,600  5,110
 $ 5,359,913 $ (674)
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 2.5%
SECURITIES SOLD SHORT
NUMBER OF SHARES ISSUER VALUE
  20,600 Alco Standard Corp. $ 1,323,550
  259,500 Amoy Properties Ltd.  229,854
  9,800 Aspect Telecommunications Corp.  333,200
  79,200 Cellular Communications Puerto Rico, Inc.  2,455,200
  17,500 Compania de Telefonos de Chile sponsored ADR  1,284,063
  44,900 Dairy Farm International Holdings Ltd.  54,576
  5,300 Ericsson (LM) Telephone Co. Class B Free shares  285,201
  18,079 Ericsson (LM) Telephone Co. Class B ADR  974,006
  45,800 Ford Motor Co.  1,156,450
  53,600 General Instrument Corp.  1,460,600
  22,900 Hillhaven Corp.  595,400
  34,300 Investor AB Free B shares  868,042
  32,500 Jardine Strategic Holdings Ltd.  103,350
  73,600 Lowe's Companies, Inc.  2,704,800
  34,900 Magma Copper Co.  532,225
  19,500 Office Depot, Inc.  507,000
  57,500 Orbital Sciences Corp.  977,500
  28,569 Owens-Corning Fiberglas Corp.  878,497
  107,511 Thermo Electron Corp.  4,797,678
  4,300 Thermo Ecotek (rights)  536
TOTAL SECURITIES SOLD SHORT
(Total proceeds $20,777,333)    $ 21,521,728
THE VALUE OF SECURITIES SOLD SHORT AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 10.0%
FORWARD FOREIGN CURRENCY CONTRACTS
  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 2,849,054 CAD 2/3/95 $ 2,024,554 $ (27,446)
 7,369,320 CHF 2/23/95  5,740,777  160,707
 35,055,520 DEM 3/7/95 to 4/18/95  23,051,732  95,352
 94,326,339 FRF 2/3/95 to 2/28/95  17,858,800  13,408
 8,550,211 GBP 3/7/95 to 3/22/95  13,504,704  (9,645)
 3,081,709,500 ITL 2/23/95  1,912,586  (22,414)
 1,674,134,400 JPY 3/14/95  16,869,894  (251,372)
TOTAL CONTRACTS TO BUY
(Payable amount $81,004,457)   $ 80,963,047  (41,410)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 37.6%
CONTRACTS TO SELL
 28,628,557 CAD 2/3/95 to 4/20/95 $ 20,339,253 $ 696,877
 11,535,048 CHF 2/23/95 to 4/18/95  8,996,905  (138,357)
 57,377,804 DEM 3/7/95 to 4/18/95  37,731,360  (222,543)
 133,911,254 FRF 2/3/95 to 3/20/95  25,355,995  (389,045)
 8,550,211 GBP 3/7/95 to 3/22/95  13,504,704  (176,058)
 3,752,519,800 ITL 2/23/95  2,328,907  (5,936)
 1,674,134,400 JPY 3/14/95  16,869,894  30,108
TOTAL CONTRACTS TO SELL
(Receivable amount $124,922,064)  $ 125,127,018  (204,954)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 58.0%
    $ (246,364)
CURRENCY ABBREVIATIONS
AUD - Australian dollar
GBP - British pound
CAD - Canadian dollar
FRF - French franc
DEM - German deutsche mark
ITL - Italian lira
JPY - Japanese yen
NZD - New Zealand dollar
SEK - Swedish krona
CHF - Swiss franc
LEGEND
22. Non-income producing
23. Standard & Poor's Corporation credit ratings are used in the absence of
a rating by Moody's Investors Service, Inc.
24. Principal amount is stated in United States dollars unless otherwise
noted.
25. Principal amount in thousands.
26. 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 $12,137,579 or 5.6% of net
assets.
27. A portion of the security was pledged to cover margin requirements for
futures contracts. At the period end, the value of securities pledged
amounted to $1,184,845.
28. Security pledged to cover margin requirements on open short sale
transactions (see Note 2 of Notes to Financial Statements). At the period
end the value of securities pledged amounted to $22,981,879.
29. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
30. Some 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
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows:
 MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 34.0% AAA, AA, A 35.1%
Baa 1.9% BBB  3.7%
Ba 3.4% BB  2.0%
B 2.4% B  0.7%
Caa 1.2% CCC  1.2%
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 2.6%.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of 
Investment in Securities 
Aerospace & Defense   0.5%
Basic Industries   18.7
Construction & Real Estate   0.7
Durables   5.2
Energy   5.2
Finance   7.5
Government Obligations   33.7
Health   1.3
Holding Companies   0.3
Industrial Machinery & Equipment   4.7
Media & Leisure   0.5
Nondurables   0.7
Precious Metals   0.8
Repurchase Agreements   4.1
Retail & Wholesale   3.1
Services   2.5
Technology   4.8
Utilities   5.7
   100.0%
INCOME TAX INFORMATION
At January 31, 1995, the aggregate cost of investment securities for income
tax purposes was $221,954,166. Net unrealized depreciation aggregated
$6,400,318, of which $8,735,330 related to appreciated investment
securities and $15,135,648 related to depreciated investment securities. 
The fund has elected to defer to its fiscal year ending July 31, 1995,
$7,298,000 of losses recognized during the period November 1, 1993 to July
31, 1994.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                         <C>             <C>             
AMOUNTS IN THOUSANDS  JANUARY 31, 1995 (UNAUDITED)                                          
 
ASSETS                                                                                      
 
Investment in securities, at value (including repurchase    $ 215,553,848                   
agreements of $8,784,000) (cost $221,873,490) -                                             
See accompanying schedule                                                                   
 
Securities sold short, at value (proceeds received           (21,521,728)   $ 194,032,120   
$20,777,333)                                                                                
 
Restricted cash on securities sold short                                     20,777,333     
 
Cash                                                                         804            
 
Receivable for investments sold                                              9,057,311      
 
Unrealized appreciation on foreign currency contracts                        1,098,833      
 
Receivable for closed foreign currency contracts                             16,334         
 
Receivable for fund shares sold                                              523,837        
 
Dividends receivable                                                         181,172        
 
Interest receivable                                                          1,942,731      
 
Receivable for daily variation on futures contracts                          12,351         
 
Other receivables                                                            357,881        
 
 TOTAL ASSETS                                                                228,000,707    
 
LIABILITIES                                                                                 
 
Payable for investments purchased                            6,190,836                      
 
Unrealized depreciation on foreign currency contracts        1,345,197                      
 
Payable for closed foreign currency contracts                16,202                         
 
Payable for fund shares redeemed                             1,423,170                      
 
Accrued management fee                                       145,770                        
 
Other payables and accrued expenses                          632,316                        
 
 TOTAL LIABILITIES                                                           9,753,491      
 
NET ASSETS                                                                  $ 218,247,216   
 
Net Assets consist of:                                                                      
 
Paid in capital                                                             $ 254,795,865   
 
Undistributed net investment income                                          675,942        
 
Accumulated undistributed net realized gain (loss) on                        (30,033,019)   
investments and foreign currency transactions                                               
 
Net unrealized appreciation (depreciation) on                                (7,191,572)    
investments and assets and liabilities in foreign                                           
currencies                                                                                  
 
NET ASSETS, for 19,393,755 shares outstanding                               $ 218,247,216   
 
NET ASSET VALUE, offering price and redemption price per                     $11.25         
share ($218,247,216 (divided by) 19,393,755 shares)                                         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                   <C>             <C>              
AMOUNTS IN THOUSANDS  SIX MONTHS ENDED JANUARY 31, 1995 (UNAUDITED)                                    
 
INVESTMENT INCOME                                                                     $ 1,635,480      
Dividends                                                                                              
 
Interest                                                                               7,316,890       
 
 TOTAL INCOME                                                                          8,952,370       
 
EXPENSES                                                                                               
 
Management fee                                                        $ 1,043,053                      
 
Transfer agent fees                                                    431,919                         
 
Accounting fees and expenses                                           74,800                          
 
Non-interested trustees' compensation                                  1,131                           
 
Custodian fees and expenses                                            121,775                         
 
Audit                                                                  24,588                          
 
Interest                                                               15,088                          
 
Dividends on securities sold short                                     152,393                         
 
 Total expenses before reductions                                      1,864,747                       
 
 Expense reductions                                                    (14,962)        1,849,785       
 
NET INVESTMENT INCOME                                                                  7,102,585       
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                                    
Net realized gain (loss) on:                                                                           
 
 Investment securities                                                 (25,107,567)                    
 
 Foreign currency transactions                                         (3,766,743)                     
 
 Futures contracts                                                     (1,785,620)                     
 
 Short sales                                                           2,676,824       (27,983,106)    
 
Change in net unrealized appreciation (depreciation) on:                                               
 
 Investment securities                                                 6,777,155                       
 
 Futures contracts                                                     (178,847)                       
 
 Short sales                                                           (2,257,334)                     
 
 Assets and liabilities in foreign currencies                          1,401,589       5,742,563       
 
NET GAIN (LOSS)                                                                        (22,240,543)    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                                       $ (15,137,958)   
FROM OPERATIONS                                                                                        
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>              <C>              
                                                          SIX MONTHS       YEAR ENDED       
                                                          ENDED JANUARY    JULY 31, 1994    
                                                          31, 1995                          
                                                          (UNAUDITED)                       
 
INCREASE (DECREASE) IN NET ASSETS                                                           
 
Operations                                                $ 7,102,585      $ 8,239,034      
Net investment income                                                                       
 
 Net realized gain (loss)                                  (27,983,106)     (10,895,215)    
 
 Change in net unrealized appreciation (depreciation)      5,742,563        (14,173,854)    
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           (15,137,958)     (16,830,035)    
FROM OPERATIONS                                                                             
 
Distributions to shareholders:                             -                (2,705,641)     
From net investment income                                                                  
 
 From net realized gain                                    -                (2,011,483)     
 
 In excess of net realized gain                            -                (3,553,845)     
 
 Return of capital                                         -                (3,298,633)     
 
 TOTAL  DISTRIBUTIONS                                      -                (11,569,602)    
 
Share transactions                                         40,824,618       710,176,957     
Net proceeds from sales of shares                                                           
 
 Reinvestment of distributions                             -                11,133,210      
 
 Cost of shares redeemed                                   (120,685,847)    (463,821,613)   
 
 Net increase (decrease) in net assets resulting from      (79,861,229)     257,488,554     
share transactions                                                                          
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  (94,999,187)     229,088,917     
 
NET ASSETS                                                                                  
 
 Beginning of period                                       313,246,403      84,157,486      
 
 End of period (including undistributed net investment    $ 218,247,216    $ 313,246,403    
income (loss) of $675,942 and $(6,426,643),                                                 
respectively)                                                                               
 
OTHER INFORMATION                                                                           
Shares                                                                                      
 
 Sold                                                      3,427,157        54,873,359      
 
 Issued in reinvestment of distributions                   -                878,740         
 
 Redeemed                                                  (10,159,263)     (36,649,262)    
 
 Net increase (decrease)                                   (6,732,106)      19,102,837      
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                          <C>           <C>          <C>                
                                             SIX MONTHS    YEAR ENDED   FEBRUARY 1, 1993   
                                             ENDED         JULY 31,     (COMMENCEMENT      
                                             JANUARY 31,   1994         OF                 
                                             1995                       OPERATIONS) TO     
                                             (UNAUDITED)                JULY 31, 1993      
 
SELECTED PER-SHARE DATA                                                                    
 
Net asset value, beginning of period         $ 11.99       $ 11.98      $ 10.00            
 
Income from Investment Operations                                                          
 
 Net investment income                        .28           .32 D        .15               
 
 Net realized and unrealized gain (loss)      (1.02)        .25 E        1.91              
 
 Total from investment operations             (.74)         .57          2.06              
 
Less Distributions                            -             (.15)        (.08)             
From net investment income                                                                 
 
 From net realized gain                       -             (.11)        -                 
 
 In excess of net realized gain               -             (.20)        -                 
 
 Return of capital                            -             (.10)        -                 
 
 Total distributions                          -             (.56)        (.08)             
 
Net asset value, end of period               $ 11.25       $ 11.99      $ 11.98            
 
TOTAL RETURN B, C                             (6.17)%       4.58%        20.65%            
 
RATIOS AND SUPPLEMENTAL DATA                                                               
 
Net assets, end of period (000 omitted)      $ 218,247     $ 313,246    $ 84,157           
 
Ratio of expenses to average net assets       1.35% A       1.67%        2.12% A           
 
Ratio of expenses to average net assets       1.36% A       1.68%        2.12% A           
before expense reductions                                                                  
 
Ratio of net investment income to average     5.17% A       2.56%        4.02% A           
net assets                                                                                 
 
Portfolio turnover rate                       233% A        226%         172% A            
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS).
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E 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.
NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 1995 (Unaudited)
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Global Balanced Fund (the fund) is a fund of Fidelity Puritan
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities 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 the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
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. 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
securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. 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.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for futures
and options transactions, passive foreign investment companies (PFIC),
foreign currency transactions, market discount,  non-taxable dividends,
partnerships and losses deferred due to wash sales and excise tax
regulations.
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. Accumulated undistributed 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.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. These contracts
involve market risk in excess of the unrealized gain or loss reflected in
the fund's Statement of Assets and Liabilities. The U.S. dollar value of
the currencies the fund has committed to buy or sell is shown in the
schedule of investments under the caption "Forward Foreign Currency
Contracts." This amount represents the aggregate exposure to each currency
the fund has acquired or hedged through currency contracts at period end.
Losses may arise from changes in the value of the foreign currency or if
the counterparties do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined 
using forward currency exchange 
rates supplied by a quotation service. 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. Contracts that
have been offset with different counterparties are reflected as both a
contract to buy 
2. OPERATING POLICIES - CONTINUED
FORWARD FOREIGN CURRENCY CONTRACTS - CONTINUED
and a contract to sell in the schedule of investments under the caption
"Forward Foreign Currency Contracts."
REPURCHASE AGREEMENTS. The fund, through its custodian, receives 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 fund's 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 fund, along with other affiliated
entities of FMR, may transfer uninvested cash balances into one or more
joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
SHORT SALES AGAINST THE BOX. The fund may hedge its investments against
changes in value by engaging in short sales against the box. In a short
sale against the box, the fund sells a borrowed security, while at the same
time either owning an identical security or having the right to obtain such
a security. By selling short against the box the equity underlying one of
its convertible holdings, the fund would seek to offset the effect that a
decline in the underlying equity might have on the value of the convertible
security. While the short sale is outstanding, the fund will not dispose of
the security hedged by the short sale.
The fund is required to establish a margin account with the broker lending
the security sold short. While the short sale is outstanding, the broker
retains the proceeds of the short sale and the fund instructs the custodian
to maintain in a separate account securities having a value at least equal
to the amount of the securities sold short.
FUTURES CONTRACTS AND OPTIONS. The fund may use futures and options
contracts to manage its exposure to the stock and bond markets and to
fluctuations in interest rates and currency values. Buying futures, writing
puts, and buying calls tend to increase the fund's exposure to the
underlying instrument. Selling futures, buying puts, and writing calls tend
to decrease the fund's exposure to the underlying instrument, or hedge
other fund investments. Futures contracts and written options involve, to
varying degrees, risk of loss in excess of the futures variation margin or
the option value reflected in the Statement of Assets and Liabilities. The
underlying face amount at value is shown in the schedule of investments
under the caption "Futures Contracts." This amount reflects each contract's
exposure to the underlying instrument at period end. Losses may arise from
changes in the value of the underlying instruments, if there is an illiquid
secondary market for the contracts, or if the counterparties do not perform
under the contracts' terms.
2. OPERATING POLICIES - CONTINUED
FUTURES CONTRACTS AND OPTIONS - CONTINUED
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options 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.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $317,399,032 and $401,416,811, respectively, of which U.S.
government and government agency obligations aggregated $19,905,238 and
$3,076,713, respectively.
The market value of futures contracts opened and closed during the period
amounted to $92,555,401 and $107,287,915, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2700% to .5200% for the period. 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
the period, the management 
fee was equivalent to an annualized rate of .76% of average net assets.
SUB-ADVISER FEE. FMR, on behalf of the fund, 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.) and Fidelity Investments
Japan Limited (FIJ). 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. and FIJ a fee based on
costs incurred for either service.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
During the period August 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent fee contract pursuant to which 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES - CONTINUED
FSC receives account fees and asset-based fees that vary according to
account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses. 
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $45,948 for the period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the 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 amounted to $8,894,000 and $2,828,516,
respectively. The weighted average interest rate was 5.10%.
6. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$14,962 under this arrangement.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call -
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND
QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios(registered trademark).
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND
ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. 
TO WRITE FIDELITY
 
 
If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc.
London, England
Fidelity Management & Research
(Far East) Inc.
Tokyo, Japan
Fidelity International Investment Advisors
Pembroke, Bermuda
Fidelity International Investment Advisors (U.K.) Limited
Kent, England
Fidelity Investments Japan Ltd.
Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Robert Haber, Vice President
William J. Hayes, Vice President
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH AND INCOME FUNDS
Balanced Fund
Convertible Securities Fund
Equity-Income Fund
Equity-Income II Fund
Fidelity Fund
Global Balanced Fund
Growth & Income Portfolio
Market Index Fund
Puritan Fund
Real Estate Investment Portfolio
Utilities Fund
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)
(registered trademark)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



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