FIDELITY PURITAN TRUST
N-30D, 1996-09-19
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FIDELITY
 
 
(REGISTERED TRADEMARK)
PURITAN(registered trademark)
FUND
ANNUAL REPORT
JULY 31, 1996 
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       10   A summary of major shifts in the         
                              fund's investments over the past six     
                              months.                                  
 
INVESTMENTS              11   A complete list of the fund's            
                              investments with their market            
                              values.                                  
 
FINANCIAL STATEMENTS     44   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    48   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    54   The auditors' opinion.                   
ACCOUNTANTS                                                            
 
DISTRIBUTIONS            55                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR DISTRIBUTION TO 
PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE 
PROSPECTUS. 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, 
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, 
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO 
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. 
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK. 
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL 
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
To reduce expenses and demonstrate respect for our environment, we have
initiated a project through which we will begin eliminating duplicate
copies of most financial reports and prospectuses to most households, even
if they have more than one account in the fund. If additional copies of
financial reports, prospectuses or historical account information are
needed, please call 1-800-544-6666.
PRESIDENT'S MESSAGE
 
 
 
 
DEAR SHAREHOLDER:
Although stocks have managed to post solid returns through the first seven
months of 1996, signs of strength in the economy have led to inflation
fears, causing some uncertainty in both the stock and bond markets so far
this year. In 1995, both stock and bond markets posted strong results,
while the year before, stocks posted below-average returns and bonds had
one of the worst years in history.
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. 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). Effective January 1, 1996, the
fund's 2% sales charge was eliminated. This sales charge was in effect
October 1, 1987 through December 31, 1992, then waived through 1995. If
this sales charge were taken into account, total returns would have been
lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JULY 31, 1996                  PAST 1   PAST 5   PAST 10   
                                             YEAR     YEARS    YEARS     
 
Puritan                                      10.06%   90.08%   214.62%   
 
S&P 500(registered trademark)                16.57%   89.62%   269.48%   
 
Lehman Brothers Aggregate Bond Index         5.54%    47.08%   125.81%   
 
Equity Income Funds                          14.65%   79.89%   188.57%   
Average                                                                  
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one, five, or 10 years. For example, if
you invested $1,000 in a fund that had a 5% return over the past year, the
value of your investment would be $1,050. You can compare the fund's
returns to the performance of the Standard & Poor's 500 Index - a widely
recognized, unmanaged index of common stocks - and the performance of the
Lehman Brothers Aggregate Bond Index, a market value weighted performance
benchmark for investment-grade fixed-rate debt issues, including
government, corporate, asset-backed, and mortgage-backed securities, with
maturities of at least one year. To measure how the fund's performance
stacked up against its peers, you can compare it to the equity income funds
average, which reflects the performance of 144 mutual funds with similar
objectives tracked by Lipper Analytical Services, Inc. over the past 12
months. These benchmarks reflect reinvestment of dividends and capital
gains, if any, but do not reflect any sales charges, brokerage commisions,
or other costs of investing.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1996            PAST 1   PAST 5   PAST 10   
                                       YEAR     YEARS    YEARS     
 
Puritan                                10.06%   13.71%   12.14%    
 
S&P 500                                16.57%   13.65%   13.94%    
 
Lehman Brothers Aggregate Bond Index   5.54%    8.02%    8.49%     
 
Equity Income Funds Average            14.65%   12.37%   10.83%    
 
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
IMAHDR PRASUN   SHR__CHT 19960731 19960814 160549 S00000000000001
             Puritan                     SP Standard & Poor 500      LB
Aggregate Bond
             00004                       SP001                       LB001
  1986/07/31      10000.00                    10000.00                   
10000.00
  1986/08/31      10541.35                    10742.00                   
10248.50
  1986/09/30      10343.03                     9853.64                   
10147.36
  1986/10/31      10640.39                    10422.19                   
10294.05
  1986/11/30      10737.26                    10675.45                   
10438.06
  1986/12/31      10769.56                    10403.23                   
10477.24
  1987/01/31      11427.27                    11804.54                   
10624.94
  1987/02/28      11648.44                    12270.82                   
10698.62
  1987/03/31      11845.04                    12625.45                   
10650.39
  1987/04/30      11771.66                    12513.08                   
10358.35
  1987/05/31      11755.05                    12621.94                   
10317.83
  1987/06/30      12062.42                    13259.35                   
10459.83
  1987/07/31      12404.66                    13931.60                   
10451.79
  1987/08/31      12657.64                    14451.25                   
10395.86
  1987/09/30      12394.44                    14134.77                   
10174.49
  1987/10/31      10563.41                    11090.14                   
10536.86
  1987/11/30      10187.75                    10176.31                   
10621.25
  1987/12/31      10576.70                    10950.73                   
10765.93
  1988/01/31      11218.83                    11411.75                   
11144.38
  1988/02/29      11558.24                    11943.54                   
11276.67
  1988/03/31      11345.91                    11574.49                   
11170.84
  1988/04/30      11504.39                    11702.96                   
11110.55
  1988/05/31      11700.17                    11804.78                   
11035.87
  1988/06/30      12124.33                    12346.62                   
11302.12
  1988/07/31      12152.75                    12299.70                   
11242.84
  1988/08/31      12029.61                    11881.51                   
11272.31
  1988/09/30      12371.94                    12387.66                   
11527.51
  1988/10/31      12573.97                    12732.04                   
11744.53
  1988/11/30      12487.39                    12549.97                   
11601.86
  1988/12/31      12574.44                    12769.60                   
11614.92
  1989/01/31      13195.28                    13704.33                   
11782.04
  1989/02/28      13077.02                    13363.09                   
11696.64
  1989/03/31      13314.57                    13674.45                   
11747.21
  1989/04/30      13764.73                    14384.16                   
11993.03
  1989/05/31      14224.89                    14966.72                   
12308.18
  1989/06/30      14324.36                    14881.41                   
12682.94
  1989/07/31      15115.64                    16225.20                   
12952.54
  1989/08/31      15217.09                    16543.21                   
12760.64
  1989/09/30      15049.32                    16475.38                   
12825.95
  1989/10/31      14599.31                    16093.16                   
13141.77
  1989/11/30      14871.41                    16421.46                   
13267.02
  1989/12/31      15038.86                    16815.57                   
13302.52
  1990/01/31      14402.18                    15687.25                   
13144.45
  1990/02/28      14555.86                    15889.61                   
13186.98
  1990/03/31      14576.81                    16310.69                   
13196.69
  1990/04/30      14220.19                    15902.92                   
13075.79
  1990/05/31      15011.44                    17453.45                   
13462.94
  1990/06/30      14931.09                    17334.77                   
13678.96
  1990/07/31      14795.35                    17279.30                   
13868.18
  1990/08/31      13901.75                    15717.25                   
13682.98
  1990/09/30      13256.24                    14951.82                   
13796.18
  1990/10/31      13026.29                    14887.53                   
13971.33
  1990/11/30      13762.11                    15849.26                   
14272.08
  1990/12/31      14083.84                    16291.46                   
14494.46
  1991/01/31      14714.99                    17001.76                   
14673.63
  1991/02/28      15568.20                    18217.39                   
14798.89
  1991/03/31      15671.63                    18658.25                   
14900.70
  1991/04/30      15802.13                    18703.03                   
15062.13
  1991/05/31      16573.26                    19511.00                   
15150.21
  1991/06/30      15998.23                    18617.40                   
15142.50
  1991/07/31      16551.97                    19484.97                   
15352.49
  1991/08/31      16840.88                    19946.76                   
15684.72
  1991/09/30      16855.03                    19613.65                   
16002.55
  1991/10/31      17099.30                    19876.47                   
16180.72
  1991/11/30      16513.04                    19075.45                   
16329.08
  1991/12/31      17528.25                    21257.68                   
16814.03
  1992/01/31      17677.01                    20862.29                   
16585.28
  1992/02/29      18172.86                    21133.50                   
16693.12
  1992/03/31      18084.03                    20721.40                   
16599.02
  1992/04/30      18674.68                    21330.61                   
16718.91
  1992/05/31      18888.33                    21435.13                   
17034.39
  1992/06/30      18786.57                    21115.74                   
17268.83
  1992/07/31      19358.94                    21979.38                   
17621.15
  1992/08/31      19168.15                    21528.80                   
17799.66
  1992/09/30      19401.88                    21782.84                   
18010.65
  1992/10/31      19255.40                    21859.08                   
17771.86
  1992/11/30      19774.73                    22604.47                   
17775.88
  1992/12/31      20232.41                    22882.51                   
18058.54
  1993/01/31      20808.91                    23074.72                   
18404.84
  1993/02/28      21234.42                    23388.54                   
18727.02
  1993/03/31      22074.07                    23882.04                   
18805.05
  1993/04/30      22490.56                    23304.09                   
18936.00
  1993/05/31      22795.99                    23928.64                   
18960.11
  1993/06/30      22950.24                    23998.03                   
19303.73
  1993/07/31      23287.13                    23902.04                   
19412.91
  1993/08/31      23960.89                    24807.93                   
19753.17
  1993/09/30      23795.96                    24616.91                   
19807.43
  1993/10/31      24414.63                    25126.48                   
19881.44
  1993/11/30      24022.30                    24887.78                   
19712.31
  1993/12/31      24571.66                    25188.92                   
19819.15
  1994/01/31      25663.74                    26045.34                   
20086.74
  1994/02/28      25382.92                    25339.51                   
19737.77
  1994/03/31      24438.14                    24234.71                   
19251.15
  1994/04/30      24705.83                    24544.92                   
19097.42
  1994/05/31      24863.29                    24947.45                   
19094.75
  1994/06/30      24670.84                    24336.24                   
19052.55
  1994/07/31      25289.99                    25134.47                   
19430.99
  1994/08/31      26036.15                    26164.98                   
19455.11
  1994/09/30      25474.77                    25523.94                   
19168.76
  1994/10/31      25773.50                    26098.23                   
19151.68
  1994/11/30      24960.30                    25147.73                   
19109.15
  1994/12/31      25010.08                    25520.67                   
19241.10
  1995/01/31      24891.87                    26182.42                   
19621.89
  1995/02/28      25651.80                    27202.75                   
20088.42
  1995/03/31      26247.15                    28005.50                   
20211.66
  1995/04/30      26774.82                    28830.27                   
20493.99
  1995/05/31      27353.55                    29982.61                   
21287.05
  1995/06/30      27660.78                    30679.11                   
21443.12
  1995/07/31      28585.66                    31696.43                   
21395.22
  1995/08/31      28722.68                    31775.99                   
21653.44
  1995/09/30      29134.21                    33116.93                   
21864.09
  1995/10/31      28665.42                    32998.70                   
22148.43
  1995/11/30      29689.81                    34447.35                   
22480.32
  1995/12/31      30377.36                    35110.80                   
22795.81
  1996/01/31      30805.97                    36305.98                   
22947.19
  1996/02/29      31198.86                    36642.53                   
22548.31
  1996/03/31      31718.22                    36995.40                   
22391.57
  1996/04/30      31736.20                    37540.71                   
22265.65
  1996/05/31      31933.99                    38508.89                   
22220.44
  1996/06/30      32078.82                    38655.61                   
22518.84
  1996/07/31      31461.92                    36947.80                   
22580.46
IMATRL PRASUN   SHR__CHT 19960731 19960814 160556 R00000000000123
 
$10,000 OVER 10 YEARS:  Let's say hypothetically that $10,000 was invested
in Fidelity Puritan Fund on July 31, 1986. As the chart shows, by July 31,
1996, the value of the investment would have grown to $31,462 - a 214.62%
increase on the 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 and capital gains, if any, reinvested, the same $10,000
investment in the S&P 500 would have grown to $36,948 - a 269.48% increase.
If $10,000 was put in the bond index, it would have grown to $22,581 - a
125.81% 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
 
 
 
MARKET RECAP
While both the stock and bond 
markets enjoyed banner years in 
1995, they have encountered 
some difficulty thus far in 1996. 
Several corporate earnings 
disappointments and growing 
fears of lower corporate earnings 
made for a volatile stock market in 
May, June and July. Nevertheless, 
the Standard & Poor's 500 Index 
finished the 12 months ended July 
31, 1996, with a return of 16.57% 
- - above its long-term historical 
average of about 12%. The stock 
market spent much of the past 
year breaking price and trading 
volume records, as strong 
corporate earnings reports, large 
cash inflows into mutual funds, 
several high-profile mergers and 
widespread optimism propelled 
equity share prices higher. Even 
though in late January the Federal 
Reserve Board lowered its target 
for the federal funds rate - the 
rate banks charge each other on 
overnight loans - from 5.50% to 
5.25%, the move largely was 
discounted by the bond market. In 
March, better-than-expected 
employment figures spooked the 
bond market, pushing long-term 
interest rates over 7%. By June, 
however, soothing comments 
from Federal Reserve Board 
Chairman Alan Greenspan helped 
ease the market's fears of Fed 
interest-rate increases, and bond 
markets stabilized in June and 
July, with the 30-year Treasury 
yield dropping back below 7%. For 
the 12 months ended July 31, 
1996, the Lehman Brothers 
Aggregate Bond Index - a broad 
measure of U.S. taxable bonds - 
returned 5.54%.
NOTE TO SHAREHOLDERS: 
Bettina Doulton became Portfolio Manager of Fidelity Puritan Fund on March
26, 1996.
Q. BETTINA, HOW HAS THE FUND PERFORMED?
A. For the 12 months ended July 31, 1996, the fund posted a total return of
10.06%, lagging both the 14.65% return for the equity income funds average
tracked by Lipper Analytical Services and the 16.57% return of the Standard
& Poor's 500 Index over the same period.
Q. WHY DID THE FUND'S PERFORMANCE TRAIL THAT OF THE LIPPER AVERAGE AND THE
S&P 500?
A. There were several reasons. First, the performance of the fund, which
has been and will continue to be managed as a balanced fund, was hindered
by some of its bond holdings. Generally, the high-grade bonds that
constitute the bulk of the fund's bond exposure underperformed equities
during the period. Second, the fund had been more heavily invested in
foreign markets, namely Japan, where returns did not match those of the
domestic markets. Third, the equity investments had been concentrated in
small- to medium-capitalization stocks during a period when the market was
more smitten with larger-capitalization stocks. Finally, the exposure to
the finance sector, which I increased dramatically upon assuming fund
management responsibilities, was adversely impacted by the recent back-up
in interest rates and concerns about deteriorating credit quality.
Q. WHAT CHANGES HAVE BEEN MADE TO THE FUND?
A. There have been two notable changes. First, we've formalized the
sub-portfolio approach we've used in the past. As such, there is a
portfolio manager responsible for the individual issues in the high-grade
fixed-income component of the fund, and another dedicated to the high-yield
debt component. Second, the equity component is managed to generate an
average yield in excess of the market; capital appreciation is secondary.
The equities reflect a more traditional equity income style, highlighted by
holdings in the finance, energy and consumer nondurables sectors, which
historically have offered relatively higher dividends. Specific actions I
have taken include purchasing securities that I believe will help generate
a higher yield, and reducing foreign holdings from more than 18% six months
ago to 9.1% of investments at the end of the period. The overseas
investments now are mainly European energy and pharmaceutical stocks.
Q. WHAT ELSE CAN YOU TELL US ABOUT THE SORTS OF STOCKS YOU CHOOSE FOR THE
FUND?
A. Typically, the fund's larger holdings are investments that I feel
confident can sustain relatively strong profit growth over the medium to
long term. Regardless of industry, these preferred companies have similar
characteristics: dominant market positions, globalization opportunities,
low cost structures, restructuring activities, strong free cash flow and
shareholder-oriented management. In an increasingly competitive business
environment, I expect companies with these characteristics to post the best
returns.
Q. LET'S GET BACK TO THE FUND'S FINANCE HOLDINGS. THIS WAS THE FUND'S TOP
SECTOR WEIGHT AT THE END OF THE PERIOD AT 15.2%. WHAT CAN YOU TELL US ABOUT
SOME OF THE FUND'S INVESTMENTS IN THIS AREA?
A. Most importantly, the finance stake reflected investments in several
individual stocks that I believe offered compelling business prospects and
valuations, not my feeling on the direction of interest rates. I'd like to
highlight two stocks, Citicorp and American Express. Citicorp's appeal was
its franchise, especially in developing economies where it was positioned
to grow its consumer credit card business as per capita incomes were rising
and to expand its corporate finance operations as cross-border business
activity became more prevalent. Management's goals were aligned with
shareholders through a stock option program. In light of strong business
prospects, the stock appeared inexpensive. American Express, with its
reduced cost structure and improved information systems, regained market
share by introducing new charge card products. Better revenue growth
combined with tight expense controls were driving the company's profit
growth and cash generation. Despite the positive prospects offered by these
two companies, their share prices got caught in the downdraft experienced
by most of the finance sector during the period, as concerns about
deteriorating credit quality re-emerged.
Q. CAN YOU HIGHLIGHT THOSE STOCKS THAT TURNED IN POSITIVE PERFORMANCE FOR
THE FUND OVER THE PAST SIX MONTHS?
A. Sure. United Technologies was one. This conglomerate continued to reduce
its costs and expand its operating margins. It generated an increasing
amount of free cash flow as net profits rose and started to manage its
balance sheet better. The stock has performed well recently as investors
became more willing to pay a premium for the company's strong, consistent
profits, cash flow and management strength. The other two stocks I'd like
to mention are British Petroleum and Schlumberger. The energy sector
generally has done well over the past six months because the supply/demand
dynamic has been favorable. New drilling technologies and cost reduction
throughout the industry have made new field development more economic,
improving the prospects for production growth. British Petroleum also
realized the benefits of a multi-year cost-cutting and asset redeployment
program. During the period, the company was in a position to grow its
production profitably, generate additional excess capital and eventually
consider share repurchases and additional dividend increases. A pick-up in
drilling activity and better pricing for Schlumberger's oil field services
were the primary contributors to its improved results.
Q. WHAT'S YOUR READ ON THE ECONOMY GOING FORWARD?
A. I'd describe myself as a bottom-up investor. That is, the fund is built
up on a stock-by-stock basis as individual company prospects are analyzed,
not on an assessment of macro-economic trends and looking at the economy as
a whole. Recently, however, I've become concerned that the pace of economic
growth could be slowing. Durable goods purchases and loan demands have
moderated since earlier in the year. As a result, I've shifted my focus
away from those stocks that tend to move in synch with the economy, and
toward those companies that traditionally post more stable earnings growth,
such as pharmaceutical stocks. Am I saying we're going into a recession?
No, but we don't seem to have the strong economic growth at our back that
we've had over the past few years, and I think it will be harder for
Corporate America to generate the strong profit growth it has over the past
five years.
Q. SO, THEN HOW WOULD YOU SUM UP YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. I think it will be a more difficult environment for investors. It
appears that corporate profit growth is slowing at the hands of more
intense competition, less favorable foreign exchange rates, exhausted
cost-cutting efforts and stepped-up investment activities. Therefore, I
would expect fewer companies to sustain solid earnings growth going
forward. Those that are successful should be rewarded with higher stock
prices. 
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
 
FUND FACTS
GOAL: high income with 
preservation of capital. The 
fund also considers the 
potential for the growth of 
capital
START DATE: April 16, 1947
SIZE: as of July 31, 1996, 
more than $16.6 billion
MANAGER: Bettina Doulton, 
since March 1996; manager, 
Fidelity Advisor Income & 
Growth Fund and Fidelity 
Advisor Annuity Income & 
Growth Fund, since March 
1996; Fidelity Advisor Equity 
Income Fund and Fidelity 
VIP: Equity-Income Portfolio, 
1993-
March 1996; Fidelity Value 
Fund, 1995-March 1996; 
Fidelity Select 
Automotive Portfolio, 1993; 
joined Fidelity in 1986
(checkmark)
BETTINA DOULTON ON HER 
INVESTMENT APPROACH:
"My investment approach is 
quite simple. I look for 
companies whose stocks are 
trading at attractive valuations 
that offer improving 
fundamentals, or business 
prospects. I take a bottom-up 
approach, which means that I 
begin by evaluating the merits 
of individual companies, rather 
than looking first at sectors or 
economic trends. I try to be 
open-minded and flexible. 
Finally, I believe that it's every 
bit as important to avoid the 
losers as it is to pick the 
winners to generate 
consistent performance 
results for the fund's 
shareholders."
  
(solid bullet)  As of August 1, 1996, the 
fund adopted an investment 
policy change related to asset 
allocation. When 
management's outlook is neutral 
- - that is, with market 
conditions appearing to favor 
no particular class of security 
- - the fund will have an asset 
allocation of approximately 60% 
in equity securities and 40% in 
fixed-income securities. This 
allocation represents a typical 
asset mix for balanced funds 
within the industry. The fund 
maintains the flexibility to 
adjust this asset allocation as 
market and other conditions 
warrant.
(solid bullet)  As of September 13, 1996, 
Lipper Analytical Services 
changed the fund's peer group 
from equity income funds to 
balanced funds. This change 
allows the fund's performance 
to be compared with other 
funds that closely mirror its 
investment objectives.
INVESTMENT CHANGES
 
 
TOP FIVE STOCKS AS OF JULY 31, 1996
                                % OF FUND'S   % OF FUND'S       
                                INVESTMENTS   INVESTMENTS       
                                              IN THESE STOCKS   
                                              6 MONTHS AGO      
 
Philip Morris Companies, Inc.   3.9           0.5               
 
General Electric Co.            3.0           0.0               
 
Citicorp                        2.0           0.0               
 
Royal Dutch Petroleum Co. ADR   1.9           0.2               
 
AlliedSignal, Inc.              1.7           0.1               
 
TOP FIVE BOND ISSUERS AS OF JULY 31, 1996
(WITH MATURITIES OF MORE THAN ONE YEAR)   % OF FUND'S   % OF FUND'S      
                                          INVESTMENTS   INVESTMENTS      
                                                        IN THESE BONDS   
                                                        6 MONTHS AGO     
 
United States Government                  20.9          18.3             
 
Lockheed Martin Corp.                     0.4           0.0              
 
Quebec Province                           0.4           0.0              
 
Apache Corp.                              0.3           0.0              
 
360 Degrees Communications Co.            0.3           0.0              
 
TOP FIVE MARKET SECTORS AS OF JULY 31, 1996
                                   % OF FUND'S   % OF FUND'S        
                                   INVESTMENTS   INVESTMENTS        
                                                 IN THESE MARKET    
                                                 SECTORS            
                                                 6 MONTHS AGO       
 
Finance                            15.2          8.5                
 
Energy                             10.0          11.0               
 
Nondurables                        6.7           4.1                
 
Industrial Machinery & Equipment   6.0           5.4                
 
Health                             5.5           1.9                
 
ASSET ALLOCATION
AS OF JULY 31, 1996 * AS OF JANUARY 31, 1996 ** 
Row: 1, Col: 1, Value: 3.8
Row: 1, Col: 2, Value: 1.2
Row: 1, Col: 3, Value: 1.9
Row: 1, Col: 4, Value: 32.8
Row: 1, Col: 5, Value: 60.3
Row: 1, Col: 1, Value: 6.9
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 2.6
Row: 1, Col: 4, Value: 25.7
Row: 1, Col: 5, Value: 63.3
Stocks 61.3%
Bonds 33.8%
Convertible 
securities 0.9%
Other 0.2%
Short-term 
investments 3.8%
FOREIGN
INVESTMENTS 9.1%
Stocks 63.3%
Bonds 26.7%
Convertible
securities 2.6%
Other 0.5%
Short-term 
investments 6.9%
FOREIGN
INVESTMENTS 18.5%
*
**
INVESTMENTS JULY 31, 1996 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 60.5%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 1.1%
AEROSPACE & DEFENSE - 0.8%
Lockheed Martin Corp.   1,015,600 $ 84,168
Rockwell International Corp.   755,400  39,659
  123,827
SHIP BUILDING & REPAIR - 0.3%
General Dynamics Corp.   889,100  56,902
TOTAL AEROSPACE & DEFENSE   180,729
BASIC INDUSTRIES - 4.1%
CHEMICALS & PLASTICS - 4.0%
Dow Chemical Co.   1,227,800  91,318
du Pont (E.I.) de Nemours & Co.   2,305,800  186,194
Great Lakes Chemical Corp.   759,900  43,789
Monsanto Co.   3,224,000  100,750
Nalco Chemical Co.   822,700  24,681
Praxair, Inc.   2,599,800  99,767
Shin-Etsu Chemical Co. Ltd.   300  5
Union Carbide Corp.   1,951,600  81,967
Witco Corp.   1,583,000  45,907
  674,378
PACKAGING & CONTAINERS - 0.1%
Crown Cork & Seal Co., Inc.   324,432  14,437
TOTAL BASIC INDUSTRIES   688,815
CONGLOMERATES - 3.1%
AlliedSignal, Inc.   4,898,300  287,775
Textron, Inc.   213,500  17,080
Tyco International Ltd.   1,219,600  50,004
United Technologies Corp.   1,372,600  154,589
  509,448
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - 0.2%
BUILDING MATERIALS - 0.2%
Masco Corp.   572,000 $ 15,944
Sherwin-Williams Co.   609,760  27,592
  43,536
DURABLES - 3.2%
AUTOS, TIRES, & ACCESSORIES - 2.5%
Eaton Corp.   645,700  35,998
Ford Motor Co.   4,286,000  139,295
General Motors Corp.   1,348,719  65,750
Johnson Controls, Inc.   1,457,300  104,925
Michelin SA (Compagnie Generale des Etablissements) Class B  50  2
Scania AB:
Class A  280,000  7,495
 Class B  280,000  7,495
Snap-on Tools Corp.   1,225,200  54,368
  415,328
CONSUMER DURABLES - 0.6%
Minnesota Mining & Manufacturing Co.   1,424,100  92,566
CONSUMER ELECTRONICS - 0.1%
Newell Co.   703,300  22,594
TOTAL DURABLES   530,488
ENERGY - 8.8%
ENERGY SERVICES - 1.8%
Baker Hughes, Inc.   1,908,900  56,074
McDermott International, Inc.   1,465,600  26,564
Schlumberger Ltd.   1,922,600  153,808
Western Atlas, Inc. (a)  1,132,600  61,443
  297,889
OIL & GAS - 7.0%
Amerada Hess Corp.   1,672,900  81,345
Atlantic Richfield Co.   387,317  44,929
British Petroleum PLC:
 ADR  2,436,352  267,694
 Ord.   7,786,512  70,516
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Exxon Corp.   1,690,900 $ 139,076
Harcor Energy, Inc. (warrants) (a)  165,000  330
Mobil Corp.   1,201,300  132,593
Occidental Petroleum Corp.   3,779,200  84,560
Royal Dutch Petroleum Co.:
 ADR  2,135,500  322,194
 Ord.   148,200  22,282
  1,165,519
TOTAL ENERGY   1,463,408
FINANCE - 12.1%
BANKS - 5.5%
Bank of Boston Corp.   1,669,514  88,484
BankAmerica Corp.   3,423,900  273,056
Canadian Imperial Bank of Commerce  500,000  16,620
Chase Manhattan Corp.  430,300  29,906
Citicorp  4,151,700  339,920
Comerica, Inc.   523,500  22,969
National City Corp.   1,173,229  40,623
NationsBank Corp.   1,211,400  104,029
  915,607
CREDIT & OTHER FINANCE - 1.7%
American Express Co.   5,539,927  242,372
Associates First Capital Corp. (a)  191,000  7,330
First Chicago NBD Corp.   710,000  27,335
Household International, Inc.   26  2
  277,039
FEDERAL SPONSORED CREDIT - 2.4%
Federal Home Loan Mortgage Corporation  2,444,000  205,907
Federal National Mortgage Association  6,122,550  194,391
  400,298
INSURANCE - 2.5%
Aetna, Inc.   901,300  52,388
Allstate Corp.   3,015,022  134,922
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
ITT Hartford Group, Inc.   1,463,800 $ 77,398
Loews Corp.   1,787,100  144,085
  408,793
SECURITIES INDUSTRY - 0.0%
ECM Corp. LP (h)  6,318  632
TOTAL FINANCE   2,002,369
HEALTH - 5.5%
DRUGS & PHARMACEUTICALS - 5.3%
American Home Products Corp.   1,234,300  70,046
Bristol-Myers Squibb Co.   1,894,600  164,120
Glaxo PLC sponsored ADR  1,374,400  38,140
Glaxo Holdings PLC  3,400,000  47,324
Merck & Co., Inc.   1,411,700  90,702
Pharmacia & Upjohn, Inc.   4,752,830  196,054
Pfizer, Inc.   850,000  59,394
Rhone Poulenc Rorer, Inc.   84,200  5,557
SmithKline Beecham PLC ADR  3,831,500  205,943
  877,280
MEDICAL EQUIPMENT & SUPPLIES - 0.2%
Hillenbrand Industries, Inc.   1,008,000  33,768
TOTAL HEALTH   911,048
HOLDING COMPANIES - 0.0%
SDW Holdings Corp. (warrants) (a)  1,970  6
INDUSTRIAL MACHINERY & EQUIPMENT - 5.6%
ELECTRICAL EQUIPMENT - 3.7%
Emerson Electric Co.   1,139,500  96,145
General Electric Co.   5,988,700  493,319
General Signal Corp.   161,500  6,319
Omron Corp.   660,000  12,110
  607,893
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 1.1%
Cooper Industries, Inc.   2,102,494 $ 82,785
Goulds Pumps, Inc.   801,000  17,822
Harnischfeger Industries, Inc.   1,230,800  38,155
Stanley Works  1,028,800  29,321
Tenneco, Inc.   195,700  9,638
Terex Corp. (rights) (a)(g)  5,610  1
  177,722
POLLUTION CONTROL - 0.8%
Browning-Ferris Industries, Inc.   2,659,700  59,511
WMX Technologies, Inc.   2,588,500  76,684
  136,195
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   921,810
MEDIA & LEISURE - 1.0%
BROADCASTING - 0.0%
Benedek Communications Corp. unit Class A  5,190  5,190
ENTERTAINMENT - 0.0%
Cedar Fair LP (depositary unit)  150,000  5,269
Live Entertainment, Inc. (a)(g):
$2.00 (warrants)  256,000  13
 $2.72 (warrants)  244,705  12
  5,294
LEISURE DURABLES & TOYS - 0.3%
Fleetwood Enterprises, Inc.   1,367,600  41,541
IHF Capital, Inc. (a)(h):
Series H (warrants)  10,225  956
 Series I (warrants)  5,050  119
  42,616
LODGING & GAMING - 0.1%
Bally Gaming International, Inc. (warrants) (a)  135,000  371
ITT Corp.  422,500  23,977
Motels of America, Inc. (a)  3,000  195
  24,543
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.6%
Dun & Bradstreet Corp.   759,200 $ 43,654
General Media, Inc. (warrants) (a)  1,110  1
Knight-Ridder, Inc.   1,624,600  53,206
  96,861
TOTAL MEDIA & LEISURE   174,504
NONDURABLES - 6.1%
BEVERAGES - 0.5%
Anheuser-Busch Companies, Inc.   1,202,000  89,850
FOODS - 0.3%
General Mills, Inc.   373,800  20,279
Kellogg Co.   108,100  8,080
Nabisco Holdings Corp. Class A  468,200  15,802
  44,161
HOUSEHOLD PRODUCTS - 0.6%
Premark International, Inc.   490,500  8,829
Procter & Gamble Co.   1,103,200  98,599
  107,428
TOBACCO - 4.7%
Philip Morris Companies, Inc.   6,159,980  644,488
RJR Nabisco Holdings Corp.   3,436,122  105,661
UST, Inc.   792,600  26,354
  776,503
TOTAL NONDURABLES   1,017,942
RETAIL & WHOLESALE - 2.7%
APPAREL STORES - 0.3%
Lamonts Apparel, Inc. (a)  50,220  11
Lamonts Apparel, Inc. (warrants) (a)  92,674  -
Melville Corp.   1,070,300  41,875
  41,886
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - 1.7%
Dayton Hudson Corp.   473,700 $ 14,330
Kmart Corp.   349,400  3,494
Penney (J.C.) Co., Inc.   621,700  30,930
Sears, Roebuck & Co.   1,080,400  44,296
Wal-Mart Stores, Inc.   7,687,600  184,502
  277,552
GROCERY STORES - 0.0%
FF Holdings Corp. (a)(g)  39,600  79
Food 4 Less Holdings, Inc. (warrants) (a)(g)  14,206  213
Grand Union Capital Corp. Class B  5,975  -
  292
RETAIL & WHOLESALE, MISCELLANEOUS - 0.7%
Barry's Jewelers, Inc. (warrants) (a)  5,697  1
Tandy Corp.   1,293,000  54,629
Town & Country Jewelry Manufacturing Corp. Class A  234,694  161
Toys "R" Us, Inc.  2,568,900  67,755
  122,546
TOTAL RETAIL & WHOLESALE   442,276
SERVICES - 1.0%
PRINTING - 0.6%
Deluxe Corp.   2,491,100  91,859
SERVICES - 0.4%
ADT Ltd. (a)  1,773,300  33,471
Block (H & R), Inc.   1,433,100  37,440
  70,911
TOTAL SERVICES   162,770
TECHNOLOGY - 2.9%
COMPUTERS & OFFICE EQUIPMENT - 1.5%
Exide Electronics Group, Inc. (warrants) (a)(h)  4,180  84
Pitney Bowes, Inc.   2,725,240  132,174
Xerox Corp.  2,386,600  120,225
  252,483
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - 0.5%
AMP, Inc.   1,015,700 $ 39,231
Thomas & Betts Corp.   1,273,050  46,466
  85,697
PHOTOGRAPHIC EQUIPMENT - 0.9%
Eastman Kodak Co.   1,205,600  89,968
Polaroid Corp.   1,480,700  62,560
  152,528
TOTAL TECHNOLOGY   490,708
TRANSPORTATION - 1.2%
RAILROADS - 0.8%
Burlington Northern Santa Fe Corp.   1,484,500  117,090
Conrail, Inc.   172,400  11,292
  128,382
TRUCKING & FREIGHT - 0.4%
Caliber System, Inc.   1,235,400  22,546
Consolidated Freightways, Inc.   1,507,900  29,592
Roadway Express, Inc. (f)  1,221,850  17,870
  70,008
TOTAL TRANSPORTATION   198,390
UTILITIES - 1.9%
CELLULAR - 0.0%
Comunicaciones Cellulares SA (warrants) (a)(h)  5,730  287
ELECTRIC UTILITY - 0.0%
El Paso Electric Co. (a)  62,493  336
GAS - 0.6%
Consolidated Natural Gas Co.   1,882,900  94,851
UGI Corp. (warrants) (a)  13,633  2
  94,853
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 1.3%
Ameritech Corp.  861,500 $ 47,813
BCE, Inc.   565,100  22,565
Bell Atlantic Corp.   343,900  20,333
BellSouth Corp.   1,229,300  50,401
NYNEX Corp.   771,100  34,603
SBC Communications, Inc.   882,900  43,152
  218,867
TOTAL UTILITIES   314,343
TOTAL COMMON STOCKS
(Cost $9,307,004)   10,052,590
PREFERRED STOCKS - 1.3%
CONVERTIBLE PREFERRED STOCKS - 0.5%
ENERGY - 0.2%
ENERGY SERVICES - 0.1%
McDermott International, Inc., Series C, $2.875 (h)  300,000  12,075
OIL & GAS - 0.1%
Occidental Petroleum Corp. $3.875 (h)  339,500  18,672
TOTAL ENERGY   30,747
FINANCE - 0.1%
INSURANCE - 0.1%
Aetna, Inc. Class C, 6.25%  484,000  30,310
RETAIL & WHOLESALE - 0.1%
APPAREL STORES - 0.1%
TJX Companies, Inc., Series E, $7.00  63,000  10,395
RETAIL & WHOLESALE, MISCELLANEOUS - 0.0%
Town & Country Corp. (a)  3,520  5
TOTAL RETAIL & WHOLESALE   10,400
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
UTILITIES - 0.1%
TELEPHONE SERVICES - 0.1%
Sprint Corp. $2.63  305,700 $ 11,426
TOTAL CONVERTIBLE PREFERRED STOCKS   82,883
NONCONVERTIBLE PREFERRED STOCKS - 0.8%
CONGLOMERATES - 0.0%
Teledyne, Inc., Series E, 8% pfd.  4,012  62
ENERGY - 0.0%
OIL & GAS - 0.0%
Gulf Canada Resources Ltd. (g)  46,430  139
Gulf Canada Resources Ltd., Series 1, adj. rate  528,170  1,683
  1,822
FINANCE - 0.1%
SAVINGS & LOANS - 0.1%
First Nationwide Bank 11 1/2%  120,329  13,477
INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%
ELECTRICAL EQUIPMENT - 0.0%
Ampex Corp. 8% (g)  2,581  1,893
MEDIA & LEISURE - 0.6%
BROADCASTING - 0.5%
Cablevision System Corp.:
$11.125 pay-in-kind (h)  103,615  9,636
 Series H, $11.75 exchangeable pay-in-kind (a)  150,691  14,467
Chancellor Radio Broadcasting Co. exchangeable 
pay-in-kind (h)  64,300  6,591
PanAmSat Corp. 12 3/4% pay-in-kind  22,735  25,463
Time Warner, Inc., Series K, exchangeable  27,063  26,860
  83,017
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.1%
K-III Communications Corp.:
Series B, $11.625 pay-in-kind  12,836 $ 1,264
 Series C, exchangeable (h)  161,300  14,275
  15,539
TOTAL MEDIA & LEISURE   98,556
UTILITIES - 0.1%
ELECTRIC UTILITY - 0.1%
Entergy Gulf States, Inc.:
 $9.96  44,488  4,538
 Series A, adj. rate  39,778  3,610 
  8,148
TELEPHONE SERVICES - 0.0%
Intelecom Group USA, Inc.  7,829  7,829
TOTAL UTILITIES   15,977
TOTAL NONCONVERTIBLE PREFERRED STOCKS   131,787
TOTAL PREFERRED STOCKS
(Cost $221,892)   214,670
CORPORATE BONDS - 11.5%
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
CONVERTIBLE BONDS - 0.4%
CONSTRUCTION & REAL ESTATE - 0.0%
REAL ESTATE INVESTMENT TRUSTS - 0.0%
LTC Properties, Inc.:
 8 1/2%, 1/1/00  B2 $ 2,088  2,161
 8 1/2%, 1/1/01  B2  343  365
  2,526
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
CONVERTIBLE BONDS - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
Cooper Industries, Inc. 7.05%, 1/1/15  A3 $ 26,962 $ 28,580
PRECIOUS METALS - 0.0%
Agnico Eagle Mines Ltd. yankee 3 1/2% 1/27/04  B1  9,165  8,306
RETAIL & WHOLESALE - 0.1%
GENERAL MERCHANDISE STORES - 0.1%
Federated Department Stores, Inc. 5%, 10/1/03  Ba3  15,200  15,998
SERVICES - 0.1%
ADT Operations, Inc. liquid yield option notes 
0%, 7/6/10  Ba3  29,760  16,889
UTILITIES - 0.0%
TELEPHONE SERVICES - 0.0%
GST Telecommunications, Inc. 
0%, 12/15/05 (d)(h)  -  40  36
TOTAL CONVERTIBLE BONDS   72,335
NONCONVERTIBLE BONDS - 11.1%
AEROSPACE & DEFENSE - 0.5%
Lockheed Martin Corp. 7.20%, 5/1/36  A3  74,700   73,975
Northrop Grumman Corp. 7%, 3/1/06  Baa3  10,360   9,921
RHI Holdings, Inc. 11 7/8%, 3/1/99  B2  2,090   2,090
  85,986
BASIC INDUSTRIES - 0.5%
CHEMICALS & PLASTICS - 0.2%
Atlantis Group, Inc. 11%, 2/15/03  B2  5,630  5,405
Foamex JPS Automotive LP, Series B, 14%, 7/1/04  Caa  2,400  1,662
Foamex LP/Faomex Capital Corp.:
 9 1/2%, 6/1/00  B1  320  320
 11 7/8%, 10/1/04  B3  3,530  3,653
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
BASIC INDUSTRIES - CONTINUED
CHEMICALS & PLASTICS - CONTINUED
Methanex Corp. 8 7/8%, 11/15/01  A3 $ 25,455 $ 27,284
Texas Petrochemicals Corp. 
11 1/8%, 7/1/06 (h)  B3  610   627
  38,951
METALS & MINING - 0.0%
Renco Metals, Inc. 11 1/2%, 7/1/03  B2  930  949
PACKAGING & CONTAINERS - 0.0%
Crown Packaging Holdings Ltd. 
0%, 11/1/03 (d)  Caa  8,160  3,101
PAPER & FOREST PRODUCTS - 0.3%
Chesapeake Corp.:
 10 3/8%, 10/1/00  Baa3  2,700  3,014
 9 7/8%, 5/1/03  Baa3  10,000  11,258
Florida Coast Paper Co. LLC 
12 3/4, 6/1/03 (h)  B3  5,610  5,848
Great Northern Nekoosa Corp. 9 1/8%, 2/1/98  Baa2  7,800  8,069
Rapp International Finance Co. BV yankee 
13 1/4%, 12/15/05  Ba3  4,070  4,487
Riverwood International 10 7/8%, 4/1/08  B3  11,420  11,192
  43,868
TOTAL BASIC INDUSTRIES   86,869
CONGLOMERATES - 0.2%
American Standard, Inc. 0%, 6/1/05 (d)  B1  15,000  13,200
Jordan Industries, Inc. 
 10 3/8%, 8/1/03  B3  9,120  8,618
 0%, 8/1/05 (d)  Caa  8,060  5,642
Talley Industries, Inc. 0%, 10/15/05 (d)  B2  7,391  5,913
  33,373
CONSTRUCTION & REAL ESTATE - 0.2%
CONSTRUCTION - 0.2%
McDermott J Ray SA 9 3/8%, 7/15/06  Ba3  12,490  12,240
WCI Communities LP 17%, 7/24/98 (g)  -  15,000  15,000
  27,240
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
DURABLES - 0.3%
AUTOS, TIRES, & ACCESSORIES - 0.2%
APS, Inc. 11 7/8%, 1/15/06  B2 $ 380 $ 397
Collins & Aikman Products Co. 
11 1/2%, 4/15/06  B3  6,970  7,127
Delco Remy International, Inc. 
10 5/8%, 8/1/06 (h)  B2  1,520  1,524
Harvard Industries, Inc.:
 12%, 7/15/04  B3  640  627
 11 1/8%, 8/1/05  B3  5,420  5,095
Hayes Wheels International, Inc. 11%, 7/15/06  B3  2,380  2,415
Lear Corp. 9 1/2%, 7/15/06  B1  7,020  7,143
Venture Holdings Trust 9 3/4%, 4/1/04  B3  2,950  2,463
  26,791
HOME FURNISHINGS - 0.1%
Interlake Corp. 12 1/8%, 3/1/02  B3  7,880  7,900
Knoll, Inc. 10 7/8%, 3/15/06  B3  4,100  4,182
  12,082
TEXTILES & APPAREL - 0.0%
CMI Industries, Inc. 9 1/2%, 10/1/03  B1  3,120  2,761
Dominion Textile USA, Inc. 9 1/4%, 4/1/06  Ba2  3,280  3,190
  5,951
TOTAL DURABLES   44,824
ENERGY - 1.0%
ENERGY SERVICES - 0.3%
Petroliam Nasional BHD yankee (h):
 6 7/8%, 7/1/03  A1  15,120  14,832
 7 1/8%, 8/15/05  A1  27,050  26,635
  41,467
OIL & GAS - 0.7%
Apache Corp.:
 7.70%, 3/15/26  Baa3  24,000  23,019
 7.95%, 4/15/26  Baa3  25,500  25,095
Clark USA, Inc. 10 7/8%, 12/1/05  B2  5,080  5,118
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Coastal Corp.:
 8 1/8%, 9/15/02  Baa3 $ 4,150 $ 4,304
 9 3/4%, 8/1/03  Baa3  2,410  2,703
Harcor Energy, Inc. 14 7/8%, 7/15/02  B3  7,500  8,325
Mesa Operating Co. 10 5/8%, 7/1/06  B2  680  696
Norcen Energy Resources Ltd. yankee 
7 3/8%, 5/15/06  Baa3  11,500  11,322
Occidental Petroleum Corp. 8 1/2%, 11/9/01  Baa3  5,900  6,243
Parker & Parsley Petroleum Co. 
8 1/4%, 8/15/07  Ba2  15,750  16,326
Plains Resources, Inc. 10 1/4%, 3/15/06 (h)  B2  630  624
Tosco Corp. 7 5/8%, 5/15/06  Ba1  15,730  15,591
  119,366
TOTAL ENERGY   160,833
FINANCE - 2.9%
ASSET-BACKED SECURITIES - 0.3%
Airplanes Pass Through Trust
Class D 10 7/8%, 3/15/19   Ba2  8,380  8,736
Ford Credit Grantor Trust 5.90%, 10/15/00   Aaa  15,343  15,254
General Motors Acceptance Corp. Grantor 
Trust 1995-A, 7.15%, 3/15/00  Aaa  9,423  9,503
KeyCorp Auto Grantor Trust 5.80%, 7/15/00  A3  2,264  2,249
Premier Auto Trust:
 4.90%, 12/15/98  Aaa  851  844
 4.95%, 2/2/99  A2  2,182  2,157
Standard Credit Card Master Trust I:
 4.85%, 3/7/99  A2  7,800  7,746
 7.65%, 2/15/00  A2  3,800  3,857
Union Federal Savings Bank Grantor Trust 
8.20%, 1/10/01  Baa2  1,272  1,288
  51,634
BANKS - 1.8%
Bank of Boston Corp. 9 1/2%, 8/15/97  Baa1  5,298  5,461
Banponce Corp. 6 3/4%, 12/15/05  Baa1  23,700  22,214
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - CONTINUED
BANKS - CONTINUED
Capital One Bank 7.20%, 7/19/99  Baa3 $ 22,000 $ 22,044
Citicorp:
 euro 5.5625%, 7/10/97 (j)  A2  2,000  2,000
 8.80%, 2/1/00  A1  8,220  8,323
Corporacion Andina De Fomento yankee 
7 1/4%, 4/30/98 (h)  Baa2  5,900  5,924
Export Import Bank of Korea 6 3/8%, 2/15/06  A1  17,570  16,322
First Fidelity Bancorporation 8 1/2%, 4/1/98  A2  7,485  7,707
First Maryland Bancorp 10 3/8%, 8/1/99  Baa1  8,345  9,103
Firstar Corp. 7.15%, 9/1/00  A3  11,970  12,018
Fleet Financial Group, Inc. 7 5/8%, 12/1/99  A3  3,520  3,599
Hartford National Corp. 9.85%, 6/1/99  A3  2,000  2,142
Kansallis-Osake-Pankki 10%, 5/1/02  A3  5,285  5,931
Korea Development Bank:
 6 1/4%, 5/1/00  A1  6,000  5,825
 yankee 7 1/4%, 5/15/06  A1  31,000  30,553
Manufacturers Hanover Corp. 8 1/2%, 2/15/99  A2  160  167
Manufacturers Hanover Trust
5 3/4%, 4/30/97 (j)  A1  500  499
Merchants National Corp. 9 7/8%, 10/1/99  A2  6,850  7,407
Merita Bank Ltd. yankee 6 1/2%, 1/15/06  A3  23,000  21,300
Midland Bank PLC yankee 7 5/8%, 6/15/06  A1  16,530  16,645
Midlantic Corp:
 9 7/8%, 12/1/99  A3  18,227  19,716
 9.20%, 8/1/01  A3  11,550  12,415
NationsBank Corp. 5 1/8%, 9/15/98  A2  2,000  1,945
Provident Bank 6 1/8%, 12/15/00  A3  27,500  26,444
Shawmut National Corp. 8 5/8%, 12/15/99  A3  7,440  7,789
Shawmut Corp. 8 1/8%, 2/1/97  A2  9,125  9,217
Signet Banking Corp.:
 5 5/8%, 5/15/97 (j)  Baa2  2,640  2,627
 5 3/4%, 4/15/98 (j)  Baa2  6,210  6,170
 9 5/8%, 6/1/99  Baa2  7,500  7,992
United Virginia Bankshares, Inc. 
8 5/8%, 4/15/98  Baa1  1,522  1,567
  301,066
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - 0.5%
Chrysler Financial Corp. 6.80%, 5/26/98  A3 $ 5,000 $ 5,026
Finova Capital Corp. 6.14%, 11/2/98  Baa1  1,880  1,859
Fleet Mortgage Group, Inc. 6 1/2%, 6/15/00  A2  3,900  3,821
Ford Motor Credit Co. 5 5/8%, 3/3/97  A1  1,250  1,247
Ford Motor Credit Co. euro 8 5/8%, 1/24/00  A1  7,250  7,651
General Motors Acceptance Corp.:
 5 3/8%, 3/9/98  A3  2,700  2,658
 8 5/8%, 6/15/99  A3  6,400  6,705
 8%, 10/1/99  A3  6,200  6,411
 6.65%, 5/24/00  A3  5,950  5,897
Greyhound Financial Corp.:
 8%, 1/15/97  Baa1  3,000  3,025
 6.95%, 1/28/98  Baa2  2,000  2,013
HMC Acquisition Properties, Inc. 9%, 12/15/07  Ba3  17,230  15,852
Homeside, Inc. 11 1/4%, 5/15/03 (h)  B+  3,190  3,326
MCN Investment Corp. 5.84%, 2/1/99  Baa2  11,820  11,583
Polysindo International Finance Co. BV 
yankee 11 3/8%, 6/15/06  Ba3  3,190  3,222
  80,296
INSURANCE - 0.1%
Metropolitan Life Insurance Co. 
6.30%, 11/1/03 (h)  A1  13,640  12,841
Penncorp Financial Group, Inc. 
9 1/4%, 12/15/03  B1  4,110  4,141
  16,982
SAVINGS & LOANS - 0.2%
First Nationwide Holdings, Inc. 9 1/8%, 1/15/03  Ba3  1,930  1,838
First Nationwide Parent Holdings Ltd. 
12 1/2%, 4/15/03  B2  17,430  18,040
Great Western Bank FSB 10 1/4%, 6/15/20  A3  2,400  2,583
Great Western Financial Corp. 6 3/8%, 7/1/00  Baa1  1,330  1,303
Home Savings of America 6%, 11/1/00  A3  10,500  10,070
  33,834
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - CONTINUED
SECURITIES INDUSTRY - 0.0%
ECM Corp. extendable 14%, 6/1/02 (h)  - $ 875 $ 962
TOTAL FINANCE   484,774
HEALTH - 0.0%
MEDICAL EQUIPMENT & SUPPLIES - 0.0%
Wright Medical Technology, Inc. 
10 3/4%, 7/1/00  B3  2,830  2,830
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
ELECTRICAL EQUIPMENT - 0.1%
Magnetek, Inc. 10 3/4%, 11/15/98  B1  14,580  14,361
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
Exide Corp. 10%, 4/15/05  B1  2,110  2,068
Specialty Equipment Companies, Inc. 
11 3/8%, 12/1/03  B3  11,440  11,840
Thermadyne Holdings Corp.:
 10 1/4%, 5/1/02  B3  2,790  2,797
 10 3/4%, 11/1/03  Caa  8,019  7,989
  24,694
POLLUTION CONTROL - 0.0%
Envirosource, Inc. 9 3/4%, 6/15/03  B3  910  840
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   39,895
MEDIA & LEISURE - 1.7%
BROADCASTING - 0.9%
Adelphia Communicastions Corp. 
12 1/2%, 5/15/02  B3  2,110  2,158
Bell Cablemedia PLC yankee 
0%, 9/15/05 (d)  B2  16,230  10,063
Cablevision Systems Corp. 10 1/2%, 5/15/16  B2  10,830  10,397
Chancellor Broadcasting Co. 9 3/8%, 10/1/04  B3  3,850  3,725
Citicasters, Inc. 9 3/4%, 2/15/04  B2  7,813  8,008
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
MEDIA & LEISURE - CONTINUED
BROADCASTING - CONTINUED
CS Wireless Systems, Inc. 
0%, 3/1/06 Unit (d)(h)  - $ 4,995 $ 10,040
Diamond Cable Communications PLC 
yankee 0%, 12/15/05 (d)  B3  14,320  8,485
Granite Broadcasting Corp. 10 3/8%, 5/15/05  B3  800  796
Grupo Televisa SA de CV yankee 
11 7/8%, 5/15/06 (h)  Ba3  4,870  4,961
Intermedia Capital Partners IV LP/ Intermedia 
Partners IV Capital Corp. 11 1/4%, 
8/1/06 (h)  B2  7,180  7,198
JCAC, Inc. 10 1/8%, 6/15/06  B2  880  883
NWCG Holdings Corp. 0%, 6/15/99  Caa  10,135  7,943
Peoples Choice TV Corp. Unit 
0%, 6/1/04 (d)  Caa  15,320  8,618
Robin Media Group, Inc. 11 1/8%, 4/1/97  -  4,270  4,270
Telewest PLC 0%, 10/1/07 (d)  B1  12,100  7,079
Time Warner, Inc.:
 7 3/4%, 6/15/05  Ba1  22,000  21,381
 6.85%, 1/15/26  Ba1  14,000  13,361
UIH Australia/Pacific, Inc. 
0%, 5/15/06 (d)(h)  B2  16,660  8,663
United International Holdings, Inc. 0%, 11/15/99  B3  1,710  1,128
Viacom, Inc. 8%, 7/7/06  B1  12,820  11,698
Videotron Group Ltd. yankee 10 5/8%, 2/15/05  Ba3  2,950  3,109
  153,964
ENTERTAINMENT - 0.1%
Alliance Gaming Corp. 12 7/8%, 6/30/03  B2  3,660  3,568
AMF Group, Inc. (h):
 10 7/8%, 3/15/06  B2  6,555  6,539
 0%, 3/15/06 (d)  B2  7,390  4,194
  14,301
LEISURE DURABLES & TOYS - 0.1%
ICON Health and Fitness, Inc. 13%, 7/15/02  B3  5,050  5,580
IHF Holdings, Inc. 0%, 11/ 15/04 (d)  Caa  10,225  6,953
  12,533
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - 0.3%
American Skiing Co. 12%, 7/15/06 (h)  B3 $ 4,530 $ 4,383
Aztar Corp. 13 3/4%, 10/1/04  B2  9,420  10,715
Grand Casinos, Inc. 10 1/8%, 12/1/03  Ba3  16,453  16,124
HMH Properties, Inc. 9 1/2%, 5/15/05  B1  12,770  12,259
Horseshoe Gaming LLC 12 3/4%, 9/30/00  B1  4,820  5,170
Stratosphere Corp. 14 1/4%, 5/15/02  B2  1,950  1,794
Wyndham Hotel Corp. 10 1/2%, 5/15/06  B2  430  431
  50,876
PUBLISHING - 0.2%
Hollinger International Publishing, Inc. 
9 1/4%, 2/1/06  B1  4,115  3,786
Marvel Holdings, Inc. 0%, 4/15/98  B3  16,115  12,731
Marvel Parent Holdings, Inc. 0%, 4/15/98  B3  11,535  8,911
News American Holdings, Inc.:
 gtd. 9 1/8%, 10/15/99  Baa3  10,000  10,601
 8 5/8%, 2/1/03  Baa3  3,805  4,029
  40,058
RESTAURANTS - 0.1%
Darden Restaurants, Inc. 6 3/8%, 2/1/06  A3  3,170  2,909
Host Marriott Travel Plazas, Inc., Series B, 
9 1/2, 5/15/05  B1  15,390  14,774
  17,683
TOTAL MEDIA & LEISURE   289,415
NONDURABLES - 0.6%
FOODS - 0.2%
Dart and Kraft Finance NV gtd.
7 3/4%, 11/30/98  A2  7,239  7,393
Ralcorp Holdings, Inc. 8 3/4%, 9/15/04  Ba1  18,000  18,600
Specialty Foods Corp.:
 10 1/4%, 8/15/01  B3  2,565  2,373
 11 1/8%, 10/1/02  B3  3,040  2,858
 11 1/4%, 8/15/03  Caa  4,140  3,477
  34,701
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 0.1%
Revlon Worldwide Corp. secured 0%, 3/15/98  B3 $ 16,510 $ 13,827
TOBACCO - 0.3%
Philip Morris Companies, Inc. 6.95%, 6/1/06  A2  20,550  20,585
RJR Nabisco, Inc.:
 gtd. 8 3/4%, 4/15/04  Baa3  2,000  1,980
 8 3/4%, 8/15/05  Baa3  11,000  10,812
 8 3/4%, 7/15/07  Baa3  9,000  8,765
  42,142
TOTAL NONDURABLES   90,670
RETAIL & WHOLESALE - 0.4%
APPAREL STORES - 0.2%
Apparel Retailers, Inc. 0%, 8/15/05 (d)  Caa  6,050  4,749
Lamonts Apparel, Inc. 10 1/4%, 11/1/99 
pay-in-kind (b)(h)  -  3,082  139
Mothers Work, Inc. 12 5/8%, 8/1/05  B3  10,210  10,720
Specialty Retailers, Inc.:
 10%, 8/15/00  B1  3,850  3,812
 11%, 8/15/03  B3  5,110  5,008
 Series D, 11%, 8/15/03  B-  10,000  9,800
  34,228
GENERAL MERCHANDISE STORES - 0.0%
Pantry, Inc. 12%, 11/15/00  B2  6,420  5,810
GROCERY STORES - 0.2%
Food 4 Less Holdings, Inc. 0%, 7/15/05 (d)  Caa  10,800  4,860
Pathmark Stores, Inc. 11 5/8%, 6/15/02  B3  8,540  8,497
Ralph's Grocery Co. 10.45%, 6/15/04 (h)  B1  8,120  7,958
Star Markets, Inc. 13%, 11/1/04  B3  7,120  7,405
  28,720
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 0.0%
Brylane LP 10%, 9/1/03  B2 $ 320 $ 311
Guitar Center Management Co., Inc. 
11%, 7/1/06 (h)  B2  2,230  2,252
Town & Country Corp. 11 1/2%, 9/15/97  B3  1,370  1,356
  3,919
TOTAL RETAIL & WHOLESALE   72,677
SERVICES - 0.2%
PRINTING - 0.1%
Big Flower Press:
 10 3/4%, 8/1/03  B2  204  199
 Class A, 10 3/4%, 8/1/03 (h)  -  2,570  2,506
 Class B, 10 3/4%, 8/1/03  B2  861  840
Sullivan Graphics, Inc. 12 3/4%, 8/1/05  Caa  7,880  7,486
  11,031
SERVICES - 0.1%
Loewen Group International, Inc. 
7 1/2%, 4/15/01 (h)  Ba1  12,000  11,738
TOTAL SERVICES   22,769
TECHNOLOGY - 0.5%
COMMUNICATIONS EQUIPMENT - 0.1%
Echostar Satellite Broadcasting Corp. 
0%, 3/15/04 (d)  Caa  9,810  6,082
Hyperion Telecommunication, Inc. 
0%, 4/15/03 Unit (d)(h)  -  22,020  11,671
  17,753
COMPUTERS & OFFICE EQUIPMENT - 0.4%
Bell & Howell Co. 0%, 3/1/05 (d)  B3  12,755  8,705
Comdisco, Inc.:
 7 1/4%, 4/15/98  Baa2  20,205  20,430
 9.28%, 6/5/00  Baa2  2,000  2,154
 9.3%, 6/27/00  Baa2  2,000  2,160
 9 1/4%, 7/6/00  Baa2  7,625  8,211
 9 1/2%, 1/28/02  Baa2  2,580  2,853
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Dictaphone Corp. 11 3/4%, 8/1/05  B3 $ 8,890 $ 8,268
Exide Electronics Group, Inc., Series B, 
11 1/2%, 5/15/06  B3  4,180  4,159
Unisys Corp.:
 10 5/8%, 10/01/99  B1  2,250  2,239
 Series B, 12%, 4/15/03  B1  10,190  10,241
  69,420
ELECTRONICS - 0.0%
Alpine Group, Inc. 12 1/4%, 7/15/03  B3  800  808
TOTAL TECHNOLOGY   87,981
TRANSPORTATION - 0.3%
AIR TRANSPORTATION - 0.1%
AMR Corp.:
 7 3/4%, 12/1/97  Baa3  3,500  3,544
 9 1/2%, 7/15/98  Baa3  5,690  5,962
United Airlines Pass Through Trust 
7.27%, 1/30/13  Baa1  12,130  11,340
USAir:
 Series 1993-A1 Pass Through Trust 
 8 5/8%, 9/1/98  B1  3,000  2,940
 10 3/8%, 3/1/13  B1  1,850  1,813
  25,599
RAILROADS - 0.2%
Burlington Northern Santa Fe Corp. 
7.29%, 6/1/36  Baa2  22,430  22,230
Transtar Holdings LP/Transtar Cap Corp. 
0%, 12/15/03 (d)  B-  9,742  7,209
  29,439
TOTAL TRANSPORTATION   55,038
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
UTILITIES - 1.6%
CELLULAR - 0.8%
Arch Communications Group, Inc. 
0%, 3/15/08 (d)  B3 $ 18,530 $ 9,497
Comunicaciones Celulares SA yankee 
0%, 11/15/03 (d)  B3  5,730  3,381
Intercel, Inc. (d):
 0%, 2/1/06 Unit  B2  8,080  4,484
 0%, 5/1/06  B2  8,720  4,491
International Cabletel, Inc. 0%, 2/1/06 (d)  B3  9,460  5,345
Microcell Telecommunications, Inc. 
0%, 6/1/06 unit (h)  B3  26,120  12,407
Millicom International Cellular SA 
0%, 6/1/06 (d)(h)  B3  52,420  26,079
Mobilemedia Communications, Inc. 
0%, 12/1/03 (d)  B3  4,150  2,946
Mobilemedia Corp. 9 3/8%, 11/1/07  B3  1,740  1,536
Paging Network, Inc. 10 1/8%, 8/1/07  B2  870  857
360 Degrees Communications Co. 
7 1/2%, 3/1/06  Ba2  50,000  47,703
Vanguard Cellular Systems, Inc. 9 3/8%, 4/15/06  B1  5,220  5,031
Western Wireless Corp. 10 1/2%, 6/1/06  B3  2,450  2,410
  126,167
ELECTRIC UTILITY - 0.2%
British Columbia Hydro & Power Authority 
yankee 12 1/2%, 1/15/14  Aa2  8,660  10,064
Systems Energy Resources, Inc. 1st mtg. 
10 1/2%, 9/1/96  Baa3  1,000  1,005
Texas Utilities Electric Co.:
 7 1/8%, 6/1/97 1st Mtg. & Collateral Trust  Baa2  3,000  3,020
 6 3/8%, 8/1/97  Baa2  2,000  1,999
 9 1/2%, 8/1/99  Baa2  2,000  2,123
United Illuminating Co.:
 7 3/8%, 1/15/98  Baa3  4,000  4,021
 9.76%, 1/2/06  Baa3  12,297  12,805
  35,037
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
UTILITIES - CONTINUED
GAS - 0.3%
Kern River Funding Corp. 
6.72%, 9/30/01 (h)  A3 $ 20,000 $ 19,651
Southwest Gas Corp.:
 9 3/4%, 6/15/02  Baa3  20,650  23,061
 9 3/8%, 2/1/17  Baa3  4,250  4,462
  47,174
TELEPHONE SERVICES - 0.3%
GST USA, Inc. 0%, 12/15/05 (d)  -  320  174
Intermedia Communications, Inc. 0%, 5/15/06  B3  9,990  5,345
MCI Communications Corp. 7 1/8%, 6/15/27  A2  17,700  17,915
MFS Communications, Inc. 0%, 1/15/06 (d)  B1  16,635  9,794
Pagemart, Inc. 0%, 11/1/03 (d)  -  12,450  9,400
Shared Technologies Fairchild Corp. 
0%, 3/1/06 (d)(h)  Caa  9,370  7,027
  49,655
TOTAL UTILITIES   258,033
TOTAL NONCONVERTIBLE BONDS   1,843,207
TOTAL CORPORATE BONDS
(Cost $1,925,026)   1,915,542
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 10.9%
U.S. TREASURY OBLIGATIONS - 8.8%
 8 3/4%, 10/15/97  Aaa  30,495  31,448
 7 3/8%, 11/15/97  Aaa  29,000  29,462
 6 1/8%, 3/31/98  Aaa  227,365  227,294
 9 1/4%, 8/15/98  Aaa  168,560  178,094
 8 7/8%, 2/15/99  Aaa  6,830  7,228
 9 1/8%, 5/15/99  Aaa  20,800  22,230
 7 3/4%, 12/31/99  Aaa  233,284  242,396
 7 7/8%, 8/15/01  Aaa  17,070  18,009
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
U.S. TREASURY OBLIGATIONS - CONTINUED
 11 5/8%, 11/15/04  Aaa $ 107,250 $ 139,878
 11 3/4%, 2/15/10  Aaa  139,740  183,146
 12 3/4%, 11/15/10  Aaa  36,507  51,001
 13 7/8%, 5/15/11  Aaa  21,940  32,697
 9%, 11/15/18  Aaa  59,960  72,627
 8 7/8%, 2/15/19  Aaa  117,865  141,180
 12%, 8/15/23  Aaa  48,550  68,084
 6 7/8%, 8/15/25  Aaa  9,400  9,233
TOTAL U.S. TREASURY OBLIGATIONS   1,454,007
U.S. GOVERNMENT AGENCY OBLIGATIONS - 2.1%
Federal Agricultural Mortgage Corp.:
 7.01%, 8/10/03  Aaa  1,040  1,044
 7.01%, 8/10/04  Aaa  1,340  1,335
 7.04%, 8/10/05  Aaa  5,100  5,055
Federal Farm Credit Bank:
 6.32%, 9/9/02  Aaa  6,545  6,375
 6.40%, 10/3/02  Aaa  3,200  3,124
 6.87%, 6/6/03  Aaa  1,380  1,376
 8.06%, 1/4/05  Aaa  3,500  3,706
Federal Home Loan Bank:
 5.77%, 2/3/04  Aaa  3,920  3,639
 6.75%, 4/5/04  Aaa  14,000  13,797
 7.56%, 9/1/04  Aaa  1,340  1,377
 8.195%, 12/22/04  Aaa  10,000  10,728
Federal Home Loan Mortgage Corp.:
7.14%, 7/31/02  Aaa  300  298
Federal National Mortgage Association:
 4 7/8%, 10/15/98 (callable)  Aaa  5,000  4,833
 6.05%, 6/30/03  Aaa  3,000  2,850
 5.45%, 10/10/03  Aaa  8,500  7,793
Government Trust Certificates 
(assets of Trust guaranteed by U.S. Government 
through Defense Security Assistance Agency):
  Class 1-C 9 1/4%, 11/15/01  Aaa  6,427  6,839
  Class 2-E 9.40%, 5/15/02  Aaa  19,233  20,546
  Class T-2 9 5/8%, 5/15/02  Aaa  24,405  26,038
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
Government Trust Certificates - continued
 (assets of Trust guaranteed by U.S.
Government through Export-Import Bank):
  Series 1992-A 7.02%, 9/1/04  Aaa $ 4,365 $ 4,408
  Series 1994-A 7.39%, 6/26/06  Aaa  1,529  1,555
  Series 1994-C  6.61%, 9/15/99  Aaa  1,995  2,002
  Series 1994-F 8.187%, 12/15/04  Aaa  5,563  5,799
  Series 1995-B 6.13%, 6/15/04  Aaa  3,115  3,036
  Series 1996-A, 6.55%, 6/15/04  Aaa  13,224  13,083
Israel Export Trust Certificates Series 1994-1 
(assets of Trust guaranteed by U.S. Government 
through Export-Import Bank) 
6.88%, 1/26/03  Aaa  6,868  6,877
State of Israel (guaranteed by U.S. Government 
through Agency for International Development):
  7 3/4%, 4/1/98  Aaa  1,653  1,682
  4 7/8%, 9/15/98  Aaa  11,520  11,181
  7 3/4%, 11/15/99  Aaa  31,010  32,017
  8%, 11/15/01  Aaa  39,490  41,510
  6 1/4%, 8/15/02  Aaa  27,813  27,019
  6 1/8%, 3/15/03  Aaa  7,210  6,909
  6 5/8%, 2/15/04  Aaa  3,530  3,431
  7 5/8%, 8/15/04  Aaa  8,330  8,601
  5.89%, 8/15/05  Aaa  6,910  6,378
  8 1/2%, 4/1/06  Aaa  9,580  10,307
Private Export Funding Corp. secured:
 7.90%, 3/31/00  Aaa  2,275  2,357
 8.40%, 7/31/01  Aaa  10,945  11,640
 6.90%, 1/31/03  Aaa  4,800  4,797
 8 3/4%, 6/30/03  Aaa  4,315  4,737
 5.80%, 2/1/04  Aaa  4,790  4,575
 6.86%, 4/30/04  Aaa  3,752  3,755
U.S. Housing & Urban Development 
8.27%, 8/1/03  Aaa  11,375  12,231
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS   350,640
TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS
(Cost $1,835,038)   1,804,647
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 10.0%
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
FEDERAL HOME LOAN MORTGAGE CORPORATION - 0.4%
 5.50%, 11/1/98 to 7/1/03  Aaa $ 22,956 $ 21,604
 7%, 11/1/96 to 7/1/01  Aaa  33,157  33,229
 8%, 10/1/16 to 7/1/26  Aaa  8,270  8,368
  63,201
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 4.9%
 5.50%, 8/1/02 to 5/1/26  Aaa  352,125  326,320
 6%, 4/1/00 to 4/1/26  Aaa  350,726  326,391
 6.50%, 1/1/24 to 4/1/26  Aaa  84,729  79,129
 7%, 1/1/24 to 11/1/25  Aaa  81,384  78,117
 7.50%, 8/1/07 to 5/1/08  Aaa  5,579  5,618
 8%, 6/1/07  Aaa  122  125
 8.50%, 1/1/09 to 7/1/21  Aaa  96  99
 10%, 8/1/17  Aaa  142  155
  815,954
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 4.7%
 6%, 9/15/08 to 7/15/11  Aaa  59,861  56,955
 6.50%, 6/15/02 to 8/15/25  Aaa  28,690  26,834
 7%, 10/15/17 to 1/15/26  Aaa  267,443  257,113
 7.50%, 8/15/21 to 11/15/25  Aaa  185,997  183,603
 8%, 4/15/00 to 6/15/26  Aaa  213,334  215,660
 8.50%, 11/15/05 to 5/15/26  Aaa  9,561  9,863
 9%, 3/15/10 to 1/15/25  Aaa  2,107  2,214
 9.50%, 7/15/09 to 11/15/24  Aaa  2,943  3,162
 10%, 11/15/09 to 1/15/26  Aaa  22,014  23,980
 11%, 3/15/10 to 5/15/19  Aaa  4,168  4,643
  784,027
TOTAL U.S. GOVERNMENT AGENCY - 
MORTGAGE-BACKED SECURITIES
(Cost $1,697,706)   1,663,182
COMMERCIAL MORTGAGE SECURITIES - 1.1%
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
ACP Mortgage LP Commercial floater Series E, 
7.440205%, 2/28/28 (h)  BB $ 2,299 $ 1,669
American Southwest Financial Securities 
commercial Series 1994-C2 Class B2, 
 13.341940%, 12/25/01 (h)(j)  -  3,000  2,820
CBA Mortgage Corp. commercial 
Series 1993-C1 Class E, 7.153756%, 
 12/25/03 (h)(j)  Ba2  3,169  2,524
CBM Funding Corp. sequential pay
 Series 1996-1B:
  Class A1, 7.55%, 7/1/99  AA  1,849  1,864
  Class C, 7.86%, 2/1/08  BBB  12,500  12,088
CS First Boston Mortgage Securities Corp.:
 commercial Series 1994-CFB1 Class E, 7.8629%, 
 1/25/28 (h)(j)  Ba2  2,716  2,114
 commercial Series 1994-M1 Class E, 
 12.60%, 2/15/02 (h)  -  1,410  1,406
 commercial Series 1995-AEWI Class A1, 
 6.665%, 11/25/27  AAA  9,837  9,664
 commercial floater Series 1995-AEWI Class E, 
 10.324480%, 11/25/97 (h)  -  3,000  2,582
 commercial Series 1995-WF1 Class A-2, 
 6.648%, 12/21/27  AAA  31,981  30,222
DLJ Mortgage Acceptance Corp. commercial 
Series 1993-MF12 Class B-2, 
10.10%, 9/18/03 (h)  -  2,800  2,513
Equitable Life Assurance Society of the 
United States commercial Series 1996-1 
Class C1, 7.52%, 5/15/06 (h)  A2  6,000  5,933
FSB Trust Receipts commercial Series 1994 
Class 1-B, 7.89%, 12/1/24  -  9,080  6,057
Kearny Street Mortgage (h):
commercial floater Series 1995-1
 Class E, 7.791976%, 2/20/30  BB  5,000  3,919
 commercial Class II-C, 7.30%, 10/15/03  -  1,776  1,777
 commercial Class II-D, 7 3/4%, 10/15/05  -  1,800  1,803
Lennar Central Partners LP commercial 
Series 1995-1 Class F, 11.70%, 5/15/05 (h)  -  2,400  2,414
Merrill Lynch Mortgage Investments, Inc. 
commercial Series 1995 Class C2-E, 
 8.15%, 6/15/21 (h)  Ba3  2,508  2,280
COMMERCIAL MORTGAGE SECURITIES - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
Morgan Stanley Capital One, Inc. (h):
 commercial Series 1995-TNE
 Class D2, 8.24%, 12/15/23  Ba3 $ 2,001 $ 1,772
 commercial Series 1996-MBL1
 Class E, 8.661%, 5/25/21  -  4,063  3,500
 commercial Series 1996-MBL1
 Class F, 8.66%, 9/25/00  -  2,009  1,682
Mortgage Capital Funding, Inc. commercial 
Series 1996-MC1 Class G, 7.15%, 
 7/15/28 (h)  BB  4,000  2,936
Oregon Commercial Mortgage, Inc. commercial 
Series 1995 Class E, 9.910710%, 6/25/26 (h)  BB  3,208  2,688
Phoenix Real Estate Securities, Inc. commercial 
Series 1993, Class D-1, 8 1/4%, 11/25/23 (h)  Ba2  3,500  3,057
Resolution Trust Corp.:
 commercial Series 1994-C1 
 Class E, 8%, 6/25/26  BB  4,645  3,961
 commercial Series 1994-C2 
 Class E, 8%, 4/25/25  BB+  3,275  3,078
 commercial Series 1995-C1 
 Class A-2A, 6 1/4%, 2/25/27  Aaa  1,267  1,266
  Class A-4A, 6 1/4%, 2/25/27  Aaa  5,978  5,942
 commercial Series 1995-C2 
 Class D, 7%, 5/25/27  Baa2  4,107  3,831
SML, Inc. commercial Series 1994-C1 Class C, 
9.20%, 9/18/99 (g)  -  2,450  1,629
Structured Asset Securities Corp.:
 commercial Series 1992-M1 Class C,
 7.05%, 11/25/02  B2  3,200  2,531
 commercial Series 1993-C1 Class A-1, 
 6.60%, 10/25/24  AA+  3,058  3,039
 commercial Series 1995-C1:
 Class A-1A, 7 3/8%, 9/25/24  AAA  5,435  5,423
  Class E, 7 3/8%, 9/25/24 (h)  BB  7,896  5,887
 commercial Series 1995-C4 Class A-1A, 
 6.90%, 6/25/26  AAA  9,580  9,470
 commercial Series 1996-CFL Class E,
 7 3/4%, 2/25/28  BB+  11,188  10,464
Whitehall Partners commercial Series 1995-C1 
Class E, 8.01%, 7/20/25 (h)  -  8,892  8,628
TOTAL COMMERCIAL MORTGAGE SECURITIES
(Cost $176,158)   174,433
FOREIGN GOVERNMENT OBLIGATIONS (I) - 0.7%
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (000S) (000S)
Manitoba Province Canada:
 yankee 6%, 10/15/97  A1 $ 5,000 $ 4,986
 6 3/4%, 3/1/03  A1  5,000  4,919
Nova Scotia Province CDA yankee 
9 1/5%, 2/1/19  A3  20,030  23,631
Ontario Province yankee:
 7 3/4%, 6/4/02  Aa3  6,000  6,235
 15 3/4%, 3/15/12  Aa3  9,400  10,437
Quebec Province (e):
7.22%, 7/22/36  A2  45,000  45,162
 yankee 6.86%, 4/15/26  A2  16,750  16,133
Victorian Public Authorities Finance Agency:
 8.45%, 10/1/01  Aa2  6,700  7,121
 8 1/4%, 1/15/02  Aa2  2,000  2,110
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $121,594)   120,734
SUPRANATIONAL OBLIGATIONS - 0.2%
African Development Bank:
 6 3/4%, 7/30/99  Aa1  10,200  10,178
 9.30%, 7/1/00  Aa1  15,000  16,177
TOTAL SUPRANATIONAL OBLIGATIONS
(Cost $26,709)   26,355
REPURCHASE AGREEMENTS - 3.8%
 MATURITY 
 AMOUNT (000S) 
Investments in repurchase agreements 
(U.S. Treasury obligations), in a joint 
trading account at 5.65%, dated 
7/31/96 due 8/1/96  $ 634,793  634,693
PURCHASED OPTIONS - 0.0%
    EXPIRATION DATE/ UNDERLYING FACE VALUE
   STRIKE PRICE AMOUNT AT VALUE (NOTE 1)
    (000S) (000S)
J. Aron and Co. OTC Put Options
 on 957,000,000 Japanese Yen       Sept. 96/
 (Cost $130)  110 $ 8,959 $ 13
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $15,945,950)  $ 16,606,859
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. Standard & Poor's credit ratings are used in the absence of a rating by
Moody's Investors Service, Inc.
4. Debt obligation initially issued in zero coupon form which converts to
coupon form at a specified rate and date.
5. Debt obligation initially issued at one coupon which converts to a
higher coupon at a specified date.
6. Affiliated company (see Note 7 of Notes to Financial Statements).
7. 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)
Ampex Corp. 8% 2/16/95 $ 1,355
FF Holdings  10/2/92 to
 Corp. 1/14/94 $ 159
Food 4 Less Holdings,
 Inc. (warrants) 12/30/92 $ 428
Gulf Canada 
 Resources Ltd. 10/15/93 $ 117
Live Entertainment, Inc.: 
 $2.00 (warrants) 3/23/93 $ 230
 $2.72 (warrants) 3/23/93 $ 241
SML, Inc. commercial
 Series 1994-C1 Class C,
 9.20%, 9/18/99 8/11/94 $ 1,593
Terex Corp. (rights) 7/29/92 $ -
WCI Communities LP
17%, 7/24/98 7/24/95 $ 14,812
8. 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 $347,816,000 or 2.1% of net
assets.
9. 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.
10. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. 
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 25.3% AAA, AA, A 24.1%
Baa 2.3% BBB  4.3%
Ba 1.6% BB  1.6%
B 3.4% B  3.3%
Caa 0.5% CCC  0.3%
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 0.5%.
INCOME TAX INFORMATION
At July 31, 1996, the aggregate cost of investment securities for income
tax purposes was $15,978,878,000. Net unrealized appreciation aggregated
$627,981,000, of which $1,013,456,000 related to appreciated investment
securities and $385,475,000 related to depreciated investment securities. 
The fund hereby designates approximately $129,730,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                             <C>         <C>            
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) JULY 31, 1996                               
 
ASSETS                                                                                     
 
Investment in securities, at value (including repurchase                    $ 16,606,859   
agreements of $634,693) (cost $15,945,950) -                                               
See accompanying schedule                                                                  
 
Cash                                                                         2,752         
 
Receivable for investments sold                                              202,469       
 
Receivable for fund shares sold                                              20,124        
 
Dividends receivable                                                         18,329        
 
Interest receivable                                                          89,644        
 
Other receivables                                                            319           
 
 TOTAL ASSETS                                                                16,940,496    
 
LIABILITIES                                                                                
 
Payable for investments purchased                               $ 159,414                  
 
Payable for fund shares redeemed                                 26,272                    
 
Accrued management fee                                           7,061                     
 
Other payables and accrued expenses                              5,174                     
 
Collateral on securities loaned, at value                        43,858                    
 
 TOTAL LIABILITIES                                                           241,779       
 
NET ASSETS                                                                  $ 16,698,717   
 
Net Assets consist of:                                                                     
 
Paid in capital                                                             $ 14,429,464   
 
Undistributed net investment income                                          64,786        
 
Accumulated undistributed net realized gain (loss) on                        1,543,563     
investments and foreign currency transactions                                              
 
Net unrealized appreciation (depreciation) on                                660,904       
investments and assets and liabilities in foreign                                          
currencies                                                                                 
 
NET ASSETS, for 962,965 shares outstanding                                  $ 16,698,717   
 
NET ASSET VALUE, offering price and redemption price                         $17.34        
per share ($16,698,717 (divided by) 962,965 shares)                                        
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                         <C>          <C>           
AMOUNTS IN THOUSANDS  YEAR ENDED JULY 31, 1996                                         
 
INVESTMENT INCOME                                                        $ 256,622     
Dividends (including $14,831 received from                                             
affiliated issuers)                                                                    
 
Interest (including income on securities loaned of $333)                  403,190      
 
 TOTAL INCOME                                                             659,812      
 
EXPENSES                                                                               
 
Management fee                                              $ 80,692                   
 
Transfer agent fees                                          33,204                    
 
Accounting and security lending fees                         850                       
 
Non-interested trustees' compensation                        49                        
 
Custodian fees and expenses                                  1,103                     
 
Registration fees                                            775                       
 
Audit                                                        124                       
 
Legal                                                        108                       
 
Miscellaneous                                                31                        
 
 Total expenses before reductions                            116,936                   
 
 Expense reductions                                          (2,205)      114,731      
 
NET INVESTMENT INCOME                                                     545,081      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                    
Net realized gain (loss) on:                                                           
 
 Investment securities (including realized gain of           1,769,272                 
$46,214                                                                                
 on sales of investments in affiliated issuers)                                        
 
 Foreign currency transactions                               103,469      1,872,741    
 
Change in net unrealized appreciation (depreciation) on:                               
 
 Investment securities                                       (921,094)                 
 
 Assets and liabilities in foreign currencies                (21,401)     (942,495)    
 
NET GAIN (LOSS)                                                           930,246      
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                          $ 1,475,327   
FROM OPERATIONS                                                                        
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                      <C>            <C>            
AMOUNTS IN THOUSANDS                                     YEAR ENDED     YEAR ENDED     
                                                         JULY 31,       JULY 31,       
                                                         1996           1995           
 
INCREASE (DECREASE) IN NET ASSETS                                                      
 
Operations                                               $ 545,081      $ 431,287      
Net investment income                                                                  
 
 Net realized gain (loss)                                 1,872,741      130,192       
 
 Change in net unrealized appreciation (depreciation)     (942,495)      1,062,780     
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          1,475,327      1,624,259     
FROM OPERATIONS                                                                        
 
Distributions to shareholders                             (504,777)      (340,712)     
From net investment income                                                             
 
 From net realized gain                                   (389,349)      (540,172)     
 
 TOTAL DISTRIBUTIONS                                      (894,126)      (880,884)     
 
Share transactions                                        4,041,699      3,938,809     
Net proceeds from sales of shares                                                      
 
 Reinvestment of distributions                            843,928        826,084       
 
 Cost of shares redeemed                                  (3,154,783)    (2,020,911)   
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          1,730,844      2,743,982     
FROM SHARE TRANSACTIONS                                                                
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 2,312,045      3,487,357     
 
NET ASSETS                                                                             
 
 Beginning of period                                      14,386,672     10,899,315    
 
 End of period (including under (over) distribution      $ 16,698,717   $ 14,386,672   
of net investment income of $64,786 and $(22,089),                                     
respectively)                                                                          
 
OTHER INFORMATION                                                                      
Shares                                                                                 
 
 Sold                                                     234,833        253,871       
 
 Issued in reinvestment of distributions                  49,609         53,552        
 
 Redeemed                                                 (183,230)      (129,845)     
 
 Net increase (decrease)                                  101,212        177,578       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                               <C>                    <C>        <C>        <C>       <C>       
                                  YEARS ENDED JULY 31,                                             
 
                                  1996                   1995       1994 E     1993 C    1992      
 
SELECTED PER-SHARE DATA                                                                            
 
Net asset value, beginning        $ 16.69                $ 15.93    $ 16.59    $ 15.22   $ 13.75   
of period                                                                                          
 
Income from Investment                                                                             
Operations                                                                                         
 
 Net investment income             .64                    .42        .46        .72       .88 D    
 
 Net realized and                  1.00                   1.53       .88        2.14      1.37     
 unrealized gain (loss)                                                                            
 
 Total from investment             1.64                   1.95       1.34       2.86      2.25     
 operations                                                                                        
 
                                                                                                   
 
Less Distributions                                                                                 
 
 From net investment income        (.55)                  (.44)      (.51)      (.80)     (.78)    
 
 From net realized gain            (.44)                  (.75)      (1.49)     (.69)     -        
 
 Total distributions               (.99)                  (1.19)     (2.00)     (1.49)    (.78)    
 
Net asset value, end of period    $ 17.34                $ 16.69    $ 15.93    $ 16.59   $ 15.22   
 
TOTAL RETURN A, B                  10.06%                 13.03%     8.60%      20.29%    16.96%   
 
RATIOS AND SUPPLEMENTAL                                                                            
DATA                                                                                               
 
Net assets, end of                $ 16,699               $ 14,387   $ 10,899   $ 7,828   $ 5,578   
period (in millions)                                                                               
 
Ratio of expenses to               .74%                   .77%       .80%       .74%      .64%     
average net assets                                                                                 
 
Ratio of expenses to               .72% F                 .77%       .79%       .74%      .64%     
average net assets after                                            F                              
expense reductions                                                                                 
 
Ratio of net investment income     3.44%                  3.50%      4.00%      4.89%     6.23%    
to average net assets                                                                              
 
Portfolio turnover rate            139%                   76%        74%        76%       102%     
 
</TABLE>
 
A 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).
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C AS OF AUGUST 1, 1992 THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
D INVESTMENT INCOME PER SHARE REFLECTS DIVIDENDS RECEIVED IN ARREARS WHICH
AMOUNTED TO $0.14 PER SHARE.
E EFFECTIVE AUGUST 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 6 OF
NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1996
 
 
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 financial statements have been prepared
in conformity with generally accepted accounting principles which permit
management to make certain estimates and assumptions at the date of the
financial statements. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. Debt securities for which quotations are readily
available are valued by a pricing service at their market values as
determined by their most recent bid prices in the principal market (sales
prices if the principal market is an exchange) in which such securities are
normally traded. Equity securities for which quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (including restricted securities) for which
market quotations are not readily available are valued at their fair value
as determined in good faith under consistently applied procedures under the
general supervision of the Board of Trustees. Short-term securities
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.
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 included with the net realized and unrealized gain or loss
on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
securities where the ex-dividend date may have passed, are recorded as soon
as the fund is informed of the ex-dividend date. Interest income, which
includes accretion of original issue discount, is accrued as earned.
Investment income is recorded net of foreign taxes withheld where recovery
of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, paydown gains/losses on certain securities, foreign currency
transactions, defaulted bonds, 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 the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
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. 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. 
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that mature in
60 days or less from the date of purchase for U.S. Treasury or Federal
Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above. 
DELAYED DELIVERY TRANSACTIONS. The fund may purchase or sell securities on
a when-issued or forward commitment basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of the
underlying securities and the date when the securities will be delivered
and paid for are fixed at the time the transaction is negotiated. Losses
may 
arise due to changes in the market value of the underlying securities or if
the counterparty does not perform under the contract. 
FUTURES CONTRACTS AND OPTIONS. The fund may use futures and options
contracts to manage its exposure to the stock market and to fluctuations in
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. The underlying face
amount at value is shown in the schedule of investments under the caption
"Purchased Options." 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.
RESTRICTED SECURITIES. The fund is permitted to invest in securities that
are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from registration
or to the public if the securities are 
2. OPERATING POLICIES - CONTINUED
RESTRICTED SECURITIES - CONTINUED
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 $18,979,000 or 0.1% of net assets.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $22,052,261,000 and $21,119,689,000, respectively, of which U.S.
government and government agency obligations aggregated $7,706,064,000 and
$6,846,682,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. 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 annual rate of .51% of
average net assets.
Effective August 1, 1996, FMR voluntarily agreed to reduce the individual
fund fee rate from .20% to .15%.
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, voluntarily waived the sales charge (2% of the
offering price) on the sales of shares. Effective January 1, 1996, the
fund's 2% sales charge was eliminated.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives account fees and asset-based fees that vary according to
account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annual rate of .21%
of average net assets.
ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's accounting
records and administers the security lending program. The security lending
fee is based on the number and duration of lending transactions. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses. 
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $4,599,000 for the period.
5. SECURITY LENDING. 
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 100% of the market value of the loaned
securities during the period of the loan. At period end, the value of the
securities loaned and the value of collateral amounted to $41,915,000 and
$43,858,000, respectively.
6. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$1,323,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby interest earned on uninvested cash balances was used
to offset a portion of the fund's expenses. During the period, the fund's
custodian and transfer agent fees were reduced by $85,000 and $797,000,
respectively, under these arrangements.
7. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions during the period with
companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS
 PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME 
AMETEK, Inc.  $ 5,154 $ 41,092 $ 360 $ -
Berkley (W.R.) Corp.   -  10,932  325  -
Betz Laboratories, Inc.   -  34,671  1,673  -
Brinker International, Inc.   12,981  77,613  -  -
Caliber System, Inc.   -  42,078  -  -
EG & G, Inc.   725  15,677  1,310  -
Filene's Basement Corp.   -  19,056  -  -
Fingerhut Companies, Inc.   1,608  2,860  268  -
Fleetwood Enterprises, Inc.   774  10,510  718  -
Heilig-Myers Co.   46,019  50,513  -  -
Helmerich & Payne, Inc.   5,381  38,040  541  -
Ideon Group, Inc.   -  34,581  383  -
Jostens, Inc.   -  20,105  1,346  -
Kelly Oil & Gas Corp.   -  3,185  -  -
Mac Frugals Bargains Closeouts, Inc.   -  4,545  -  -
Nalco Chemical Co.   14,047  42,441  2,771  -
Rawlings Sporting Goods, Inc.   -  8,610  -  -
Roadway Express, Inc.   515  -  61  17,870
Russell Corp.   2,080  6,871  404  -
7. TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS
 PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME 
Safety Kleen Corp.  $ 20,603 $ 71,376 $ 444 $ -
Snap-On Tool Corp.   11,618  42,605  2,273  -
Sotheby's Holdings, Inc. Class A   -  24,048  396  -
Sunbeam-oster, Inc.   4,957  70,669  108  -
Unifi, Inc.   28,306  114,619  1,450  -
TOTALS  $ 154,768 $ 786,697 $ 14,831 $ 17,870
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 July 31, 1996, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended and the financial
highlights for each of the five years in the period then ended. 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 July 31, 1996 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 July 31, 1996, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended,
in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 11, 1996
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Puritan Fund voted to pay on September 9,
1996, to shareholders of record at the opening of business on September 6,
1996, a distribution of $1.50 per share derived from capital gains realized
from sales of portfolio securities and a dividend of $.16 per share from
net investment income.
A total of 14.14% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 28% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1997 of these percentages for
use in preparing 1996 income tax returns.
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
William J. Hayes, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager, 
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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 *
ADVISORY BOARD
William O. McCoy
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)
BALANCED
FUND
ANNUAL REPORT
JULY 31, 1996
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       10   A summary of major shifts in the         
                              fund's investments over the past six     
                              months.                                  
 
INVESTMENTS              11   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.       
 
REPORT OF INDEPENDENT    43   The auditors' opinion.                   
ACCOUNTANTS                                                            
 
DISTRIBUTIONS            44                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR DISTRIBUTION TO 
PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE 
PROSPECTUS. 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, 
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, 
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO 
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. 
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK. 
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL 
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
To reduce expenses and demonstrate respect for our environment, we have
initiated a project through which we will begin eliminating duplicate
copies of most financial reports and prospectuses to most households, even
if they have more than one account in the fund. If additional copies of
financial reports, prospectuses or historical account information are
needed, please call 1-800-544-6666.
PRESIDENT'S MESSAGE
 
 
 
 
DEAR SHAREHOLDER:
Although stocks have managed to post solid returns through the first seven
months of 1996, signs of strength in the economy have led to inflation
fears, causing some uncertainty in both the stock and bond markets so far
this year. In 1995, both stock and bond markets posted strong results,
while the year before, stocks posted below-average returns and bonds had
one of the worst years in history.
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. 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 securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JULY 31, 1996             PAST 1   PAST 5   LIFE OF   
                                        YEAR     YEARS    FUND      
 
Balanced                                2.25%    47.89%   147.78%   
 
S&P 500(registered trademark)           16.57%   89.62%   250.61%   
 
Lehman Brothers Aggregate Bond          5.54%    47.08%   n/a       
Index                                                               
 
Balanced Funds Average                  9.81%    63.39%   n/a       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
started on November 6, 1986. For example, if you invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment would
be $1,050. You can compare the fund's returns to performance of the
Standard & Poor's 500 Index - a widely recognized, unmanaged index of
common stocks - and the performance of the Lehman Brothers Aggregate Bond
Index, a market value weighted performance benchmark for investment-grade
fixed-rate debt issues, including government, corporate, asset-backed, and
mortgage-backed securities, with maturities of at least one year. To
measure how the fund's performance stacked up against its peers, you can
compare it to the balanced funds average, which reflects the performance of
253 mutual funds with similar objectives tracked by Lipper Analytical
Services, Inc. over the past 12 months. These benchmarks reflect
reinvestment of dividends and capital gains, if any, but do not reflect any
sales charges, brokerage commissions, or other costs of investing.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1996            PAST 1   PAST 5   LIFE OF   
                                       YEAR     YEARS    FUND      
 
Balanced                               2.25%    8.14%    9.76%     
 
S&P 500                                16.57%   13.65%   13.74%    
 
Lehman Brothers Aggregate Bond Index   5.54%    8.02%    n/a       
 
Balanced Funds Average                 9.81%    10.27%   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
IMAHDR PRASUN   SHR__CHT 19960731 19960820 091923 S00000000000001
             Balanced Fund                 SP S&P 500     LB Aggregate
             00304                         SP001          LB001            
 
  1986/11/30       10000.00                     10000.00       10000.00
  1986/12/31        9970.56                      9745.00       10037.54
  1987/01/31       10490.68                     11057.65       10179.04
  1987/02/28       10765.46                     11494.43       10249.62
  1987/03/31       10942.82                     11826.62       10203.42
  1987/04/30       10675.43                     11721.36        9923.64
  1987/05/31       10625.92                     11823.34        9884.81
  1987/06/30       10845.17                     12420.42       10020.86
  1987/07/31       10995.11                     13050.13       10013.15
  1987/08/31       11135.05                     13536.90        9959.57
  1987/09/30       10945.73                     13240.44        9747.49
  1987/10/31       10019.00                     10388.45       10094.65
  1987/11/30        9864.55                      9532.44       10175.51
  1987/12/31       10166.90                     10257.86       10314.11
  1988/01/31       10648.05                     10689.72       10676.68
  1988/02/29       10951.39                     11187.86       10803.41
  1988/03/31       10854.98                     10842.15       10702.02
  1988/04/30       10939.87                     10962.50       10644.27
  1988/05/31       10982.31                     11057.87       10572.72
  1988/06/30       11420.26                     11565.43       10827.80
  1988/07/31       11355.68                     11521.48       10771.01
  1988/08/31       11301.86                     11129.75       10799.24
  1988/09/30       11572.03                     11603.88       11043.73
  1988/10/31       11746.70                     11926.47       11251.64
  1988/11/30       11637.53                     11755.92       11114.96
  1988/12/31       11771.18                     11961.65       11127.47
  1989/01/31       12172.85                     12837.24       11287.58
  1989/02/28       12083.59                     12517.59       11205.76
  1989/03/31       12217.63                     12809.25       11254.21
  1989/04/30       12613.58                     13474.05       11489.72
  1989/05/31       12896.39                     14019.75       11791.64
  1989/06/30       13089.00                     13939.84       12150.67
  1989/07/31       13604.77                     15198.61       12408.96
  1989/08/31       13685.00                     15496.50       12225.11
  1989/09/30       13695.74                     15432.96       12287.68
  1989/10/31       13742.16                     15074.92       12590.24
  1989/11/30       13951.08                     15382.45       12710.24
  1989/12/31       14091.15                     15751.63       12744.25
  1990/01/31       13570.63                     14694.69       12592.81
  1990/02/28       13669.77                     14884.25       12633.55
  1990/03/31       13781.31                     15278.69       12642.86
  1990/04/30       13592.87                     14896.72       12527.03
  1990/05/31       14045.13                     16349.15       12897.94
  1990/06/30       14107.61                     16237.98       13104.89
  1990/07/31       14145.80                     16186.01       13286.17
  1990/08/31       13547.38                     14722.80       13108.74
  1990/09/30       13326.05                     14005.80       13217.18
  1990/10/31       13261.49                     13945.57       13384.99
  1990/11/30       13726.35                     14846.46       13673.12
  1990/12/31       14025.60                     15260.67       13886.16
  1991/01/31       14606.15                     15926.04       14057.82
  1991/02/28       15265.87                     17064.75       14177.82
  1991/03/31       15557.86                     17477.72       14275.36
  1991/04/30       15811.81                     17519.66       14430.01
  1991/05/31       16319.71                     18276.51       14514.39
  1991/06/30       16022.99                     17439.45       14507.01
  1991/07/31       16442.51                     18252.13       14708.18
  1991/08/31       16821.43                     18684.70       15026.47
  1991/09/30       16964.60                     18372.67       15330.96
  1991/10/31       17344.09                     18618.86       15501.65
  1991/11/30       17034.87                     17868.52       15643.79
  1991/12/31       17781.87                     19912.68       16108.38
  1992/01/31       17781.87                     19542.31       15889.24
  1992/02/29       18041.04                     19796.35       15992.56
  1992/03/31       17926.03                     19410.33       15902.40
  1992/04/30       18144.64                     19980.99       16017.26
  1992/05/31       18479.84                     20078.90       16319.50
  1992/06/30       18421.89                     19779.72       16544.10
  1992/07/31       18864.37                     20588.71       16881.64
  1992/08/31       18967.62                     20166.64       17052.65
  1992/09/30       19098.85                     20404.61       17254.79
  1992/10/31       19007.32                     20476.03       17026.02
  1992/11/30       19053.08                     21174.26       17029.87
  1992/12/31       19194.74                     21434.70       17300.67
  1993/01/31       19616.43                     21614.75       17632.43
  1993/02/28       20147.44                     21908.71       17941.09
  1993/03/31       20789.95                     22370.99       18015.85
  1993/04/30       21453.45                     21829.61       18141.30
  1993/05/31       21801.01                     22414.64       18164.40
  1993/06/30       21818.20                     22479.65       18493.60
  1993/07/31       22105.70                     22389.73       18598.20
  1993/08/31       22824.46                     23238.30       18924.18
  1993/09/30       22604.67                     23059.36       18976.16
  1993/10/31       22788.72                     23536.69       19047.07
  1993/11/30       22387.15                     23313.09       18885.04
  1993/12/31       22894.97                     23595.18       18987.39
  1994/01/31       23510.52                     24397.42       19243.75
  1994/02/28       23100.16                     23736.25       18909.42
  1994/03/31       22152.04                     22701.35       18443.23
  1994/04/30       21962.12                     22991.92       18295.95
  1994/05/31       21996.65                     23368.99       18293.39
  1994/06/30       21769.75                     22796.45       18252.96
  1994/07/31       22187.06                     23544.18       18615.52
  1994/08/31       22395.72                     24509.49       18638.62
  1994/09/30       22238.25                     23909.00       18364.30
  1994/10/31       21975.59                     24446.96       18347.93
  1994/11/30       21660.40                     23556.60       18307.18
  1994/12/31       21678.30                     23905.94       18433.60
  1995/01/31       21678.30                     24525.82       18798.41
  1995/02/28       22154.55                     25481.60       19245.36
  1995/03/31       22527.17                     26233.56       19363.43
  1995/04/30       22758.67                     27006.14       19633.91
  1995/05/31       23186.07                     28085.57       20393.69
  1995/06/30       23439.13                     28738.00       20543.20
  1995/07/31       23781.43                     29690.95       20497.32
  1995/08/31       23835.48                     29765.47       20744.70
  1995/09/30       24050.66                     31021.58       20946.51
  1995/10/31       23832.02                     30910.83       21218.92
  1995/11/30       24506.16                     32267.82       21536.88
  1995/12/31       24909.04                     32889.29       21839.12
  1996/01/31       25130.13                     34008.85       21984.15
  1996/02/29       24669.53                     34324.11       21602.01
  1996/03/31       24470.71                     34654.65       21451.86
  1996/04/30       24545.26                     35165.46       21331.22
  1996/05/31       24713.00                     36072.38       21287.90
  1996/06/30       24900.64                     36209.81       21573.78
  1996/07/31       24316.30                     34610.06       21632.82
IMATRL PRASUN   SHR__CHT 19960731 19960820 091928 R00000000000123
 
$10,000 OVER LIFE OF FUND:  Let's say hypothetically that $10,000 was
invested in Fidelity Balanced Fund on November 30, 1986, shortly after the
fund started. As the chart shows, by July 31, 1996, the value of the
investment would have grown to $24,316 - a 143.16% increase on the 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
$34,610 - a 246.10% increase. If $10,000 was put in the bond index, it
would have grown to $21,633 - a 116.33% 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
 
 
 
MARKET RECAP
While both the stock and bond 
markets enjoyed banner years in 
1995, they have encountered 
some difficulty thus far in 1996. 
Several corporate earnings 
disappointments and growing 
fears of lower corporate earnings 
made for a volatile stock market 
in May, June and July. 
Nevertheless, the Standard & 
Poor's 500 Index finished the 12 
months ended July 31, 1996, with 
a return of 16.57% - above its 
long-term historical average of 
about 12%. The stock market 
spent much of the past year 
breaking price and trading 
volume records, as strong 
corporate earnings reports, large 
cash inflows into mutual funds, 
several high-profile mergers and 
widespread optimism propelled 
equity share prices higher. Even 
though in late January the 
Federal Reserve Board lowered 
its target for the federal funds rate 
- - the rate banks charge each 
other on overnight loans - from 
5.50% to 5.25%, the move largely 
was discounted by the bond 
market. In March, 
better-than-expected 
employment figures spooked the 
bond market, pushing long-term 
interest rates over 7%. By June, 
however, soothing comments 
from Federal Reserve Board 
Chairman Alan Greenspan 
helped ease the market's fears of 
Fed interest-rate increases, and 
bond markets stabilized in June 
and July, with the 30-year 
Treasury yield dropping back 
below 7%. For the 12 months 
ended July 31, 1996, the Lehman 
Brothers Aggregate Bond Index 
- - a broad measure of U.S. 
taxable bonds - returned 5.54%.
NOTE TO SHAREHOLDERS: Stephen Petersen became portfolio manager of Fidelity
Balanced Fund on March 26, 1996.
Q. HOW DID THE FUND PERFORM, STEVE?
A. For the 12 months ended July 31, 1996, the fund had a total return of
2.25%. For the same period, the Lehman Brothers Aggregate Bond Index
returned 5.54%, while the Standard & Poor's 500 Index returned 16.57%.
Additionally, the balanced funds average, as tracked by Lipper Analytical
Services, Inc., was 9.81% for the past year.
Q. WHY DO YOU THINK THE FUND UNDERPERFORMED?
A. Since I became portfolio manager, the fund's equity component has been
run in a traditional equity-income or value style - that is, an emphasis on
undervalued, dividend-paying stocks. By comparison, many funds in its peer
group emphasized growth stocks, which outperformed value stocks during the
period. 
Q. MORE SPECIFICALLY, WHAT WERE SOME OF THE CHANGES YOU MADE?
A. On the equity side, I generally emphasized large-capitalization stocks
over the small- and mid-cap stocks the fund held previously. As for fixed
income, I've brought the fund's interest-rate sensitivity in line with its
benchmark index. This allowed me to focus on the credit of individual
issuers and to emphasize higher quality bonds. Additionally, I reduced the
fund's exposure to foreign securities.
Q. WHAT DO YOU THINK IS BEHIND THE RECENT VOLATILITY IN THE STOCK MARKET?
A. What's hurt the market of late is the belief that we are near the end of
the expansionary economy that began about five years ago. As the economy
matures, it becomes more difficult for companies to consistently increase
earnings. Therefore, with every disappointing corporate earnings
announcement, investors grow more squeamish and the market becomes more
volatile.
Q. LOOKING AT SOME OF THE FUND'S EQUITY ALLOCATIONS, ITS LARGEST SECTOR
WEIGHTING IS IN FINANCIAL STOCKS. DOES THIS IMPLY YOU THINK INTEREST RATES
MAY FALL?
A. No. It often appears that the prices of financial stocks track the
market's interest rate outlook. Fidelity's research, however, proves that,
historically, this has not been the case. Like other sectors of the market,
stock prices of financial 
companies follow their earnings growth over time. As for the performance of
the financial sector over the past six months, it has been somewhat of a
roller coaster ride as many financial stocks rose in the first quarter of
1996 and then came back down in the second.
Q. DO YOU THINK BANK STOCKS HAD SOMETHING TO DO WITH THE TOPSY-TURVY
PERFORMANCE OF THE FINANCIAL SECTOR?
A. Yes, I think banks were one issue. Five or six years ago, the banking
industry was undercapitalized, had inadequate loan-loss reserves and was
unable to offer competitive financial products. Today, many banks are
either adequately capitalized or overcapitalized, have sufficient reserves
and are offering better financial services. From the fund's perspective,
I've concentrated on banks with particularly effective cost-cutting and
consolidation programs - including NationsBank and BankAmerica - and banks
that have become more efficient through acquisition - such as Wells Fargo's
acquisition of First Interstate earlier this year. What's become a concern
in the banking industry is the astronomical level of consumer debt. Many
banks have seen a steady increase in write-offs of credit card receivables.
To address this concern, I've tried to balance the fund's bank holdings
between consumer-oriented banks and those with businesses that cater to
institutional customers. 
Q. WHY HAVE THE OIL PRODUCTION AND OIL SERVICE COMPANY STOCKS IN THE ENERGY
SECTOR REMAINED A SIGNIFICANT PART OF THE FUND?
A. Over the past few years, most oil producers have gone to great lengths
to cut costs, streamline operations and rid themselves of inefficient
divisions. If you look across the industry, many major oil companies have
gone through a restructuring program to increase their profitability per
barrel of oil produced. Some of the fund's major holdings in oil producers
during the period were British Petroleum and Royal Dutch Petroleum. As for
oil service companies, I've favored the larger firms - such as Schlumberger
- - that provide a greater variety of services than smaller players,
including everything from drilling, providing drilling equipment and
conducting seismic data work. 
Q. STEVE, WOULD YOU DESCRIBE THE FUND'S FOREIGN POSITION DURING THE PERIOD?
A. Sure. In Japan, I reduced the fund's exposure to semiconductor companies
because a worldwide supply glut has depressed semiconductor prices. I also
rotated out of some consumer electronics companies as their stocks have
become less attractive.
Q. WHAT ABOUT EUROPE?
A. As investors wait for an economic recovery in Europe, many quality
companies are trading at low price levels. Additionally, many of these
companies have shown a greater willingness to raise shareholder value by
divesting themselves of unprofitable operations and focusing on core
businesses.
Q. TURNING TO FIXED INCOME, HOW HAVE YOU STRUCTURED THE FUND'S BOND
COMPONENT?
A. The fund's largest bond position was in U.S. Treasuries. While most
types of bonds in the first half of 1996 were hurt by signs of strength in
the economy, Treasuries performed fairly well relative to investment-grade
corporate bonds. The fund also had some exposure to mortgaged-backed
securities, which historically have had good relative performance in a
rising interest rate environment.
Q. WE UNDERSTAND THAT AS OF AUGUST 1, 1996, THE FUND ADOPTED AN INVESTMENT
POLICY RELATED TO ASSET ALLOCATION?
A. When management's outlook is neutral - that is, with market conditions
appearing to favor no particular class of security - the fund will have an
asset allocation of approximately 60% in equity securities and 40% in
fixed-income securities. This allocation represents a typical asset mix for
balanced funds within the industry. The fund maintains the flexibility to
adjust this asset allocation as market and other conditions warrant.
Q. WHAT'S YOUR OUTLOOK?
A. Corporate earnings play a big part in the direction of the stock market.
If the current trend of fewer and fewer companies reporting positive
earnings surprises continues, we could see continued choppiness in the
market. 
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
 
FUND FACTS
GOAL: seeks high income 
with preservation of capital 
by investing in a broadly 
diversified portfolio of 
high-yielding equity and debt 
securities
START DATE: November 6, 
1986
SIZE: as of July 31, 1996, 
more than $4.0 billion
MANAGER: Stephen 
Petersen, since March 1996; 
manager, Fidelity Equity 
Income Fund, since 1993; 
manager, various institutional 
accounts, since 1987; joined 
Fidelity in 1980
(checkmark)
STEPHEN PETERSEN ON HIS 
INVESTING STYLE:
"As a value investor, my first 
criterion for buying a stock is 
whether or not it is cheap 
relative to the company's 
earnings, cash flow, sales or 
other factors. Once a stock 
passes that hurdle, I work 
closely with Fidelity's 
research department to 
determine if the company has 
the strong financial 
fundamentals necessary to 
grow its business. Aside from 
reviewing a company's 
financials, the research 
process involves 
management interviews, 
on-site visits and a thorough 
knowledge of a company's 
product line. 
"Investors should keep in 
mind that the value 
investment process is very 
disciplined. There will be 
times when the value style is 
out of favor in the market, and 
I may be buying when the 
market is selling and vice 
versa. In my opinion, sticking 
with a consistent, 
value-oriented approach will 
uncover more opportunities 
over the long haul than 
following the herd."
INVESTMENT CHANGES
 
 
TOP FIVE STOCKS AS OF JULY 31, 1996
                                % OF FUND'S    % OF FUND'S       
                                INVESTMENTS    INVESTMENTS       
                                               IN THESE STOCKS   
                                               6 MONTHS AGO      
 
Philip Morris Companies, Inc.   2.2            1.2               
 
General Electric Co.            1.7            0.0               
 
Allstate Corp.                  1.7            0.0               
 
General Motors Corp.            1.3            0.4               
 
British Petroleum PLC Ord.      1.3            0.0               
 
TOP FIVE BOND ISSUERS AS OF JULY 31, 1996
(WITH MATURITIES OF MORE THAN ONE YEAR)    % OF FUND'S    % OF FUND'S      
                                           INVESTMENTS    INVESTMENTS      
                                                          IN THESE BONDS   
                                                          6 MONTHS AGO     
 
U.S. Treasury Obligations                  13.8           33.7             
 
Federal National Mortgage Association      8.3            2.1              
 
Government National Mortgage Association   1.8            0.7              
 
Inco Ltd.                                  0.9            0.7              
 
Ford Motor Credit Co.                      0.7            0.1              
 
TOP FIVE MARKET SECTORS AS OF JULY 31, 1996
              % OF FUND'S    % OF FUND'S        
              INVESTMENTS    INVESTMENTS        
                             IN THESE MARKET    
                             SECTORS            
                             6 MONTHS AGO       
 
Finance       17.8           6.0                
 
Energy        11.1           3.9                
 
Utilities     6.7            5.6                
 
Durables      5.8            2.2                
 
Nondurables   5.4            3.2                
 
ASSET ALLOCATION
AS OF JULY 31, 1996 * AS OF JANUARY 31, 1996 ** 
Row: 1, Col: 1, Value: 0.0
Row: 1, Col: 2, Value: 2.2
Row: 1, Col: 3, Value: 5.6
Row: 1, Col: 4, Value: 36.4
Row: 1, Col: 5, Value: 30.0
Row: 1, Col: 6, Value: 25.8
Stocks and
equity futures 49.4%
Bonds 43.3%
Convertible
securities 7.4%
Short-term
investments -1.1%
Other
investments 1.0%
FOREIGN
INVESTMENTS 16.4%
Stocks 55.8%
   
Bonds 36.4%
Convertible
securities 5.6%
Short-term
investments 2.2%
Other
investments 0.0%
FOREIGN
INVESTMENTS 11.4%
Row: 1, Col: 1, Value: 2.0
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 7.4
Row: 1, Col: 4, Value: 43.3
Row: 1, Col: 5, Value: 48.4
*
**
INVESTMENTS JULY 31, 1996 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 55.8%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 1.6%
AEROSPACE & DEFENSE - 1.4%
Harsco Corp.   104,800 $ 6,209
Lockheed Martin Corp.   315,100  26,114
Northrop Grumman Corp.   130,000  8,938
Rockwell International Corp.   312,400  16,401
  57,662
DEFENSE ELECTRONICS - 0.2%
Raytheon Co.   165,000  8,003
TOTAL AEROSPACE & DEFENSE   65,665
BASIC INDUSTRIES - 3.3%
CHEMICALS & PLASTICS - 1.4%
Bayer AG  75,000  2,521
DSM NV  15,100  1,379
Dow Chemical Co.   85,000  6,322
du Pont (E.I.) de Nemours & Co.   375,800  30,346
Ethyl Corp.   253,300  2,280
Great Lakes Chemical Corp.   59,900  3,452
IMC Fertilizer Group, Inc.   136,600  5,396
Witco Corp.   203,800  5,910
  57,606
METALS & MINING - 1.0%
Aluminum Co. of America  321,300  18,635
Kaiser Aluminum Corp. (a)  149,400  1,643
Pechiney SA Class A  247,600  10,185
Reynolds Metals Co.   164,700  8,359
  38,822
PACKAGING & CONTAINERS - 0.4%
Corning, Inc.   245,000  9,034
Tupperware Corp.   112,200  4,797
  13,831
PAPER & FOREST PRODUCTS - 0.5%
Champion International Corp.   97,900  4,136
International Paper Co.   111,300  4,215
Weyerhaeuser Co.   313,600  13,093
  21,444
TOTAL BASIC INDUSTRIES   131,703
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONGLOMERATES - 1.7%
AlliedSignal, Inc.   336,100 $ 19,746
American Standard Companies, Inc. (a)  257,900  8,285
Brascan Ltd. Class A  598,400  11,534
Crane Co.   179,400  6,548
Dial Corp. (The)  10,300  301
Hanson PLC sponsored ADR  308,600  3,935
Harris Corp.   124,600  7,165
Textron, Inc.   114,400  9,152
United Technologies Corp.   19,200  2,162
  68,828
CONSTRUCTION & REAL ESTATE - 1.1%
BUILDING MATERIALS - 0.2%
Dexter Corp.   155,000  4,553
Masco Corp.   200,000  5,575
  10,128
CONSTRUCTION - 0.1%
Lennar Corp.   103,000  2,305
REAL ESTATE - 0.0%
Fastighets AB Tornet  46,820  415
REAL ESTATE INVESTMENT TRUSTS - 0.8%
Equity Residential Properties Trust (SBI)  230,200  7,769
First Industrial Realty Trust, Inc.   360,900  8,481
Liberty Property Trust (SBI)  269,100  5,348
Speiker Properties, Inc.   311,200  8,869
  30,467
TOTAL CONSTRUCTION & REAL ESTATE   43,315
DURABLES - 5.8%
AUTOS, TIRES, & ACCESSORIES - 5.2%
Bridgestone Corp.   300,000  5,448
Chrysler Corp.   1,724,400  48,930
Continental Gummi-Werke AG  185,900  2,973
Cummins Engine Co., Inc.   43,000  1,607
Daimler-Benz AG Ord.   75,000  3,992
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
AUTOS, TIRES, & ACCESSORIES - CONTINUED
Dana Corp.   222,500 $ 6,202
Eaton Corp.   126,000  7,025
Federal-Mogul Corp.   105,400  1,779
Ford Motor Co.   205,000  6,663
General Motors Corp.   1,059,100  51,631
Genuine Parts Co.   250,100  10,598
Goodyear Tire & Rubber Co.   89,700  3,969
Johnson Controls, Inc.   198,200  14,270
Modine Manufacturing Co.   91,900  2,412
Scania AB:
Class A  76,000  2,034
 Class B  177,600  4,754
Snap-on Tools Corp.   300,700  13,344
Standard Products Co.   45,600  1,089
Toyota Motor Corp.   300,000  7,274
Volkswagen AG  8,900  3,022
Volvo AB Class B  458,800  9,950
  208,966
CONSUMER DURABLES - 0.0%
Swedish Match Co.   288,500  853
CONSUMER ELECTRONICS - 0.3%
Whirlpool Corp.   210,500  10,367
TEXTILES & APPAREL - 0.3%
Burlington Industries, Inc. (a)  67,200  907
Kellwood Co.   294,700  4,715
Stride Rite Corp.   134,300  974
Unifi, Inc.   137,600  3,801
  10,397
TOTAL DURABLES   230,583
ENERGY - 8.5%
ENERGY SERVICES - 1.2%
Schlumberger Ltd.   600,000  48,000
OIL & GAS - 7.3%
Amoco Corp.   356,200  23,821
Atlantic Richfield Co.   232,500  26,970
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
British Petroleum PLC: 
Ord.   5,625,837 $ 50,949
 ADR  373,900  41,082
Burlington Resources, Inc.   50,000  2,138
Coastal Corp. (The)  204,300  7,610
Exxon Corp.   62,500  5,141
Kerr-McGee Corp.   164,900  9,399
Mobil Corp.   158,000  17,439
Occidental Petroleum Corp.   328,300  7,346
Phillips Petroleum Co.   277,500  10,961
Royal Dutch Petroleum Co. ADR  240,000  36,210
Santa Fe Energy Resources, Inc. (a)  1,609,400  18,307
Total SA Class B  357,867  25,715
USX-Marathon Group   458,300  9,395
  292,483
TOTAL ENERGY   340,483
FINANCE - 12.0%
BANKS - 3.8%
Bank of Boston Corp.   193,100  10,234
Bank of New York Co., Inc.   25,000  1,287
BankAmerica Corp.   162,000  12,919
Canadian Imperial Bank of Commerce  196,200  6,522
Chase Manhattan Corp.   201,500  14,004
Citicorp  108,800  8,908
Comerica, Inc.   217,700  9,552
Core States Financial Corp.   66,100  2,594
Den Norske Bank: 
Class A Free shares  140,000  444
 AS (e)   1,727,600  5,482
First Bank System, Inc.   232,400  14,235
First Tennessee National Corp.   142,500  4,204
HSBC Holdings PLC  176,000  2,840
National Bank of Canada  1,140,700  9,210
NationsBank Corp.   150,300  12,907
Norwest Corp.   243,900  8,658
Royal Bank of Canada  500,000  12,092
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Sparbanken Sverige Ab Class A (e)  468,200 $ 5,645
Sparebanken Norway primary shares certificates  175,000  4,385
Wells Fargo & Co.   36,500  8,500
  154,622
CREDIT & OTHER FINANCE - 2.3%
American Express Co.   1,104,600  48,326
Associates First Capital Corp. (a)  17,100  656
Beneficial Corp.   137,700  7,436
First Chicago NBD Corp.   491,000  18,903
Hees International Corp.   375,100  4,365
Household International, Inc.   135,000  10,058
Transamerica Corp.   29,000  2,005
  91,749
FEDERAL SPONSORED CREDIT - 1.3%
Federal National Mortgage Association  1,587,800  50,413
INSURANCE - 3.7%
Aetna, Inc.   277,700  16,141
Allstate Corp.   1,548,700  69,304
American Bankers Insurance Group, Inc.   370,000  14,800
American Financial Group, Inc.   360,400  10,632
Highlands Insurance Group, Inc. (a)  190,000  3,230
ITT Hartford Group, Inc.   375,000  19,828
Provident Companies, Inc.   38,800  1,416
Providian Corp.   73,800  2,924
Reliastar Financial Corp.   230,000  9,631
  147,906
SAVINGS & LOANS - 0.2%
Washington Mutual, Inc.   288,100  10,480
SECURITIES INDUSTRY - 0.7%
Bear Stearns Companies, Inc.   155,000  3,488
First Marathon Inc. Class A (non-vtg.)  350,000  3,322
Lehman Brothers Holdings, Inc.   519,600  12,016
Nomura Securities Co. Ltd.   452,000  7,912
  26,738
TOTAL FINANCE   481,908
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - 1.3%
DRUGS & PHARMACEUTICALS - 0.9%
Bristol-Myers Squibb Co.   153,900 $ 13,332
Pharmacia & Upjohn, Inc.   282,700  11,661
Schering-Plough Corp.   220,800  12,172
  37,165
MEDICAL EQUIPMENT & SUPPLIES - 0.2%
Baxter International, Inc.   93,600  3,896
Bergen Brunswig Corp. Class A  127,100  3,305
  7,201
MEDICAL FACILITIES MANAGEMENT - 0.2%
Foundation Health Corp. (a)  50,000  1,225
Health Systems International, Inc. (a)  149,000  2,943
Tenet Healthcare Corp. (a)  85,400  1,655
  5,823
TOTAL HEALTH   50,189
HOLDING COMPANIES - 0.0%
U.S. Industries, Inc. (a)  58,000  1,305
INDUSTRIAL MACHINERY & EQUIPMENT - 5.1%
ELECTRICAL EQUIPMENT - 2.7%
Alcatel Alsthom Compagnie Generale d'Electricite SA  71,144  5,824
Emerson Electric Co.   216,000  18,225
General Electric Co.   846,500  69,730
Omron Corp.   471,000  8,642
Westinghouse Electric Corp.   294,200  4,928
  107,349
INDUSTRIAL MACHINERY & EQUIPMENT - 1.4%
Caterpillar, Inc.   244,500  16,106
Cooper Industries, Inc.   222,900  8,777
Deere & Co.   100,000  3,575
Ingersoll-Rand Co.   121,000  5,158
Parker-Hannifin Corp.   248,200  8,656
Tenneco, Inc.   49,200  2,423
Timken Co.   292,500  10,713
  55,408
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - 1.0%
Browning-Ferris Industries, Inc.   569,900 $ 12,751
Safety Kleen Corp.   46,200  803
WMX Technologies, Inc.   839,600  24,873
Zurn Industries, Inc.   168,200  3,427
  41,854
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   204,611
MEDIA & LEISURE - 1.4%
BROADCASTING - 0.0%
Jacor Communications, Inc. Class A (a)  38,700  1,180
LEISURE DURABLES & TOYS - 0.7%
Brunswick Corp.   847,900  16,110
Hasbro, Inc.   300,000  10,763
  26,873
LODGING & GAMING - 0.4%
Bally Entertainment Corp.   673,900  17,606
PUBLISHING - 0.2%
Dun & Bradstreet Corp.   111,600  6,417
RESTAURANTS - 0.1%
Darden Restaurants, Inc.   364,100  2,867
TOTAL MEDIA & LEISURE   54,943
NONDURABLES - 4.0%
BEVERAGES - 0.2%
PepsiCo, Inc.   200,000  6,325
Seagram Co. Ltd.   68,200  2,252
  8,577
FOODS - 0.5%
General Mills, Inc.   190,900  10,356
Kellogg Co.   50,000  3,737
Ralston Purina Group  122,400  7,681
  21,774
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 0.4%
Premark International, Inc.   201,800 $ 3,632
Rubbermaid, Inc.   440,000  12,650
  16,282
TOBACCO - 2.9%
BAT Industries PLC: 
Ord.   272,400  2,136
 sponsored ADR  55,000  880
Dimon, Inc.   102,600  1,937
Philip Morris Companies, Inc.   849,380  88,866
RJR Nabisco Holdings Corp.   538,100  16,547
Universal Corp.   190,000  5,273
  115,639
TOTAL NONDURABLES   162,272
PRECIOUS METALS - 0.1%
Newmont Mining Corp.   43,200  2,133
RETAIL & WHOLESALE - 2.3%
APPAREL STORES - 0.4%
Limited, Inc. (The)  215,000  4,139
Melville Corp.   193,400  7,567
Payless Shoe Source, Inc. (a)  182,880  5,921
  17,627
GENERAL MERCHANDISE STORES - 1.5%
K mart Corp.   65,600  656
May Department Stores Co. (The)  184,800  8,293
Sears, Roebuck & Co.   443,600  18,188
Wal-Mart Stores, Inc.   1,348,500  32,364
  59,501
RETAIL & WHOLESALE, MISCELLANEOUS - 0.4%
Tandy Corp.   114,300  4,829
Toys "R" Us, Inc.   368,200  9,711
  14,540
TOTAL RETAIL & WHOLESALE   91,668
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
SERVICES - 0.7%
LEASING & RENTAL - 0.2%
GATX Corp.   173,600 $ 7,812
PRINTING - 0.2%
Donnelley (R.R.) & Sons Co.   120,500  3,886
Harland (John H.) Co.   79,400  1,925
New England Business Service, Inc.   129,300  2,214
  8,025
SERVICES - 0.3%
Block (H&R), Inc.   218,400  5,706
Jostens, Inc.   114,500  2,190
National Service Industries, Inc.   114,700  4,373
  12,269
TOTAL SERVICES   28,106
TECHNOLOGY - 0.7%
COMPUTERS & OFFICE EQUIPMENT - 0.5%
Digital Equipment Corp. (a)  154,100  5,451
International Business Machines Corp.   116,800  12,600
Olivetti & Co. Spa Ord. (a)  3,877,200  1,824
  19,875
ELECTRONICS - 0.2%
AMP, Inc.   94,100  3,635
Nitto Denko Corp.   276,000  4,470
  8,105
TOTAL TECHNOLOGY   27,980
TRANSPORTATION - 0.3%
RAILROADS - 0.3%
Burlington Northern Santa Fe Corp.   152,700  12,044
UTILITIES - 5.9%
ELECTRIC UTILITY - 1.5%
American Electric Power Co., Inc.   168,300  6,984
CILCORP, Inc.   62,900  2,626
DQE, Inc.   55,000  1,506
DPL, Inc.   190,000  4,299
Entergy Corp.   490,600  12,510
Illinova Corp.   300,000  7,725
PECO Energy Co.   100,000  2,350
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
Pinnacle West Capital Corp.   200,000 $ 5,650
Unicom Corp.   150,000  3,525
Veba AG Ord.   218,600  11,128
  58,303
GAS - 1.3%
Enron Corp.   327,900  12,911
MCN Corp.   225,000  5,288
Nova Corp.   447,400  3,807
Pacific Enterprises  427,000  12,543
Panenergy Corp.   286,900  9,109
Questar Corp.   295,000  9,293
  52,951
TELEPHONE SERVICES - 3.1%
AT&T Corp.   163,000  8,496
Ameritech Corp.   488,400  27,106
BCE, Inc.   147,900  5,906
Bell Atlantic Corp.   514,500  30,420
BellSouth Corp.   342,800  14,055
Frontier Corp.   181,400  5,102
Lucent Technologies, Inc.   51,400  1,908
NYNEX Corp.   412,300  18,502
SBC Communications, Inc.   279,800  13,675
  125,170
TOTAL UTILITIES   236,424
TOTAL COMMON STOCKS
(Cost $2,262,115)   2,234,160
CONVERTIBLE PREFERRED STOCKS - 4.0%
BASIC INDUSTRIES - 0.6%
METALS & MINING - 0.6%
Alumax, Inc., Series A, $4.00  133,033  16,762
Kaiser Aluminum Corp. $0.97  550,400  6,123
  22,885
CONVERTIBLE PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - 1.8%
OIL & GAS - 1.8%
Occidental Petroleum Corp. Indexed $3.00  748,900 $ 44,279
Santa Fe Energy Resources, Inc. $0.732  508,300  5,210
Unocal Corp. $3.50 (e)  379,400  21,341
  70,830
FINANCE - 0.3%
BANKS - 0.1%
Boatmen's Bancshares, Inc. $1.75  73,700  2,524
INSURANCE - 0.0%
Aetna, Inc. Class C $4.7578  25,400  1,591
SECURITIES INDUSTRY - 0.2%
Merrill Lynch & Co, Inc. exchangeable $2.3906  72,700  2,908
Salomon, Inc. $2.03  117,400  3,052
  5,960
TOTAL FINANCE   10,075
MEDIA & LEISURE - 0.0%
LEISURE DURABLES & TOYS - 0.0%
Tyco Toys, Inc. $0.4125 depositary share 
representing 1/20 pfd., Series C  208,300  1,146
NONDURABLES - 1.2%
TOBACCO - 1.2%
RJR Nabisco Holdings Corp. depositary shares 
representing 1/10 pfd., Series C  7,959,400  48,751
RETAIL & WHOLESALE - 0.1%
APPAREL STORES - 0.0%
TJX Companies, Inc., Series E, $7.00   10,700  1,765
GENERAL MERCHANDISE STORES - 0.1%
K mart Financing I $3.875  98,500  4,790
TOTAL RETAIL & WHOLESALE   6,555
CONVERTIBLE PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TRANSPORTATION - 0.0%
AIR TRANSPORTATION - 0.0%
Trans World Airlines, Inc. $4.00 (e)  39,400 $ 1,527
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $165,319)   161,769
CORPORATE BONDS - 10.0%
 MOODY'S RATINGS (C)  PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
CONVERTIBLE BONDS - 1.6%
BASIC INDUSTRIES - 0.9%
METALS & MINING - 0.9%
Inco Ltd. 5 3/4%, 7/1/04  Baa $ 29,650  35,728
ENERGY - 0.3%
OIL & GAS - 0.3%
Pennzoil Co. exchangeable 6 1/2%, 1/15/03  Baa  9,500  13,205
FINANCE - 0.2%
CREDIT & OTHER FINANCE - 0.2%
MBL International Finance of Bermuda 
3%, 11/30/02  Aa3  5,000  5,488
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
POLLUTION CONTROL - 0.1%
WMX Technologies, Inc. 2%, 1/24/05  A2  6,080  5,198
MEDIA & LEISURE - 0.1%
LEISURE DURABLES & TOYS - 0.1%
Hasbro Corp. 6%, 11/15/98  A3  1,980  2,453
LODGING & GAMING - 0.0%
Hilton Hotels Corp. 5%, 5/15/06  Baa  1,580  1,588
TOTAL MEDIA & LEISURE   4,041
TOTAL CONVERTIBLE BONDS   63,660
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
NONCONVERTIBLE BONDS - 8.4%
AEROSPACE & DEFENSE - 0.1%
Lockheed Martin Corp. 7.70%, 6/15/08  A3 $ 3,500 $ 3,539
ENERGY - 0.5%
ENERGY SERVICES - 0.3%
Petroliam Nasional BHD yankee 
6 7/8%, 7/1/03 (e)  A1  9,420  9,241
OIL & GAS - 0.2%
McDermott, Inc. 7.95%, 7/7/97  Baa3  5,000  5,050
Petro-Canada, Inc. yankee 7 7/8%, 6/15/26  Baa1  4,000  4,037
  9,087
TOTAL ENERGY   18,328
FINANCE - 5.3%
ASSET-BACKED SECURITIES - 0.9%
Discover Card Master Trust I 6.90%, 2/16/00  A2  4,500  4,534
Green Tree Financial Corp. 6.10%, 4/15/27  Aaa  4,880  4,835
KeyCorp Auto Grantor Trust 5.80%, 7/15/00  A3  1,192  1,184
Premier Auto Trust: 
4.90%, 12/15/98  Aaa  638  633
 8.05%, 4/4/00  Aaa  3,450  3,532
 6%, 5/6/00  Aaa  3,920  3,891
Standard Credit Card Master Trust I: 
8 1/4%, 10/7/97  A2  5,025  5,060
 5 1/2%, 9/7/98 participation certificates  A2  2,800  2,772
 4.85%, 3/7/99  A2  5,200  5,164
 7.65%, 2/15/00  A2  2,300  2,334
Union Federal Savings Bank Grantor Trust: 
7.275%, 10/10/00  Baa2  1,152  1,156
 8.20%, 1/10/01  Baa2  763  773
  35,868
BANKS - 2.4%
Banponce Financial Corp. 6.88%, 6/16/00  Baa1  2,500  2,480
Banponce Corp.: 
5 3/4%, 3/1/99  Baa1  1,620  1,575
 6.378%, 4/8/99  Baa1  2,980  2,935
 6 3/4%, 12/15/05  Baa2  1,000  937
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - CONTINUED
BANKS - CONTINUED
Capital One Bank 7.20%, 7/19/99  Baa3 $ 18,000 $ 18,036
Chase Manhattan Corp. 7 1/2%, 12/1/97  A2  2,100  2,127
Citicorp euro 5.5625%, 7/10/97 (f)  A2  1,000  1,000
Corporacion Andina De Fomento:
 euro 7 1/4%, 4/30/98  Baa3  800  803
 yankee 7 1/4%, 4/30/98 (e)  Baa2  5,900  5,924
Den Danske Bank Group AS yankee 
7 1/4%, 6/15/05 (e)  A2  2,000  1,968
Export Import Bank of Korea 
6 3/8%, 2/15/06  A1  10,000  9,289
Firstar Corp. 7.15%, 9/1/00  A3  6,210  6,235
Keycorp 7 1/2%, 6/15/06  A2  8,600  8,609
Korea Development Bank: 
6 1/4%, 5/1/00  A1  4,150  4,029
 yankee 7 1/4%, 5/15/06  A1  7,000  6,899
Merita Bank Ltd. yankee 6 1/2%, 1/15/06  A3  1,000  926
Midland American Capital Corp. 
12 3/4%, 11/15/03  A1  590  663
Midland Bank PLC yankee 7 5/8%, 6/15/06  A1  4,500  4,531
Signet Banking Corp.: 
5 3/4%, 4/15/98 (f)  Baa2  3,750  3,726
 9 5/8%, 6/1/99  Baa2  4,469  4,762
Zions Bancorporation 8 5/8%, 10/15/02  BBB-  6,000  6,378
  93,832
CREDIT & OTHER FINANCE - 1.8%
Chrysler Financial Corp.: 
5.74%, 1/11/99  A3  10,000  9,793
 5 5/8%, 1/15/99  A3  15,000  14,642
Finova Capital Corp.: 
6.14%, 11/2/98  Baa1  1,750  1,731
 6.12%, 5/28/02  Baa1  5,000  4,746
Ford Motor Credit Co.:
euro 8 5/8%, 1/24/00  A1  3,766  3,974
 5.73%, 2/23/00  A1  4,500  4,340
 6.20%, 3/12/01  A1  20,000  19,339
General Motors Acceptance Corp.: 
6 3/4%, 2/25/98  A3  5,000  5,026
 6.65%, 5/24/00  A3  5,000  4,955
Greyhound Financial Corp. 6.95%, 1/28/98  Baa2  1,250  1,258
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
Secured Finance, Inc. secured 
9.05%, 12/15/04  Aaa $ 1,500 $ 1,642
Union Acceptance Corp. 7.075%, 7/10/02  Baa2  1,740  1,733
  73,179
INSURANCE - 0.2%
Metropolitan Life Insurance Co. 
6.30%, 11/1/03 (e)  A1  9,390  8,840
TOTAL FINANCE   211,719
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
POLLUTION CONTROL - 0.2%
WMX Technologies, Inc. 6 1/4%, 4/1/99  A1  8,500  8,412
HEALTH - 0.1%
HOSPITALS, GENERAL MEDICAL - 0.1
Columbia/HCA Healthcare Corp. 
6 7/8%, 7/15/01  A3  3,000  2,987
MEDIA & LEISURE - 0.1%
LODGING & GAMING - 0.0%
Circus Circus Enterprises, Inc. 6.45%, 2/1/06  Baa2  1,000  921
PUBLISHING - 0.1%
News America Holdings, Inc. 8 5/8%, 2/1/03  Baa3  4,180  4,427
RESTAURANTS - 0.0%
Darden Restaurants, Inc. 6 3/8%, 2/1/06  A3  1,400  1,285
TOTAL MEDIA & LEISURE   6,633
NONDURABLES - 0.2%
FOODS - 0.1%
Dart and Kraft Finance NV 
7 3/4%, 11/30/98  A2  3,750  3,830
Ralcorp Holdings, Inc. 8 3/4%, 9/15/04  Ba1  1,000  1,033
  4,863
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
NONCONVERTIBLE BONDS - CONTINUED
NONDURABLES - CONTINUED
TOBACCO - 0.1%
Philip Morris Companies, Inc. 6.95%, 6/1/06  A2 $ 3,000 $ 3,005
TOTAL NONDURABLES   7,868
RETAIL & WHOLESALE - 0.0%
GENERAL MERCHANDISE STORES - 0.0%
Dayton Hudson Corp. 6.40%, 2/15/03  Baa1  1,000  949
TECHNOLOGY - 0.6%
COMPUTERS & OFFICE EQUIPMENT - 0.6%
Comdisco, Inc.: 
7.82%, 2/5/97  Baa2  2,000  2,016
 7 1/4%, 4/15/98  Baa2  7,000  7,078
 9.45%, 6/8/00  Baa2  6,000  6,495
 9.30%, 6/27/00  Baa2  3,750  4,050
 5 3/4%, 2/15/01  Baa2  5,000  4,764
TOTAL TECHNOLOGY   24,403
TRANSPORTATION - 0.5%
AIR TRANSPORTATION - 0.5%
AMR Corp.: 
7 3/4%, 12/1/97  Baa3  2,030  2,056
 9 1/2%, 7/15/98  Baa3  4,000  4,191
Delta Air Lines, Inc.: 
9 7/8%, 5/15/00  Baa3  2,000  2,163
 equip. trust cert. 8.54%, 1/2/07  Baa1  904  937
Delta Air, Inc. pass thru trust: 
9 7/8%, 4/30/08  Baa1  5,010  5,540
 10 1/2%, 4/30/16  Baa1  2,000  2,352
United Airlines pass thru trust 
7.27%, 1/30/13  Baa1  2,750  2,571
TOTAL TRANSPORTATION   19,810
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
NONCONVERTIBLE BONDS - CONTINUED
UTILITIES - 0.8%
CELLULAR - 0.1%
360 Degrees Communications Co. 
7 1/8%, 3/1/03  Ba2 $ 5,750 $ 5,535
ELECTRIC UTILITY - 0.2%
Gulf States Utilities Co. 1st mortgage 
6 3/4%, 10/1/98  Baa3  1,000  1,000
Hydro-Quebec 8.40%, 1/15/22  A2  4,000  4,208
Texas Utilities Electric Co.: 
7 1/8%, 6/1/97  Baa2  2,000  2,014
 9 1/2%, 8/1/99  Baa2  1,000  1,062
  8,284
GAS - 0.4%
Southwest Gas Corp.:
9 3/4%, 6/15/02  Baa3  8,700  9,715
 9 3/8%, 2/1/17  Baa3  4,000  4,200
  13,915
TELEPHONE SERVICES - 0.1%
MCI Communications Corp. 7 1/8%, 6/15/27  A2  3,000  3,036
TOTAL UTILITIES   30,770
TOTAL NONCONVERTIBLE BONDS   335,418
TOTAL CORPORATE BONDS
(Cost $406,888)   399,078
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 16.8%
U.S. TREASURY OBLIGATIONS - 13.8%
7 3/8%, 11/15/97  Aaa  38,390  39,002
6 1/8%, 3/31/98  Aaa  88,790  88,762
9 1/4%, 8/15/98  Aaa  38,065  40,218
7 3/4%, 12/31/99  Aaa  15,959  16,582
6 7/8%, 3/31/00  Aaa  4,685  4,742
7 7/8%, 8/15/01  Aaa  130,005  137,155
7 7/8%, 11/15/04  Aaa  2,500  2,675
11 3/4%, 2/15/10  Aaa  91,510  119,935
13 7/8%, 5/15/11  Aaa  12,000  17,884
9%, 11/15/18  Aaa  68,000  82,365
8 7/8%, 2/15/19  Aaa  5,000  5,989
  555,309
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
U.S. GOVERNMENT AGENCY OBLIGATIONS - 3.0%
Federal Agricultural Mortgage Corp.: 
7.01%, 2/10/05  Aaa $ 1,530 $ 1,523
 7.04%, 8/10/05  Aaa  2,400  2,379
Federal Farm Credit Bank 6.09%, 4/03/00  Aaa  1,770  1,738
Federal Home Loan Bank: 
7.36%, 7/1/04  Aaa  2,990  3,054
 7.46%, 9/09/04  Aaa  1,540  1,583
 7.87%, 10/20/04  Aaa  6,400  6,724
Federal Home Loan Mortgage Corporation: 
8.065%, 1/27/05  Aaa  4,500  4,780
 6.783%, 8/18/05  Aaa  3,660  3,593
Federal National Mortgage Association:
9.20%, 9/11/00  Aaa  9,075  9,882
 7.05%, 11/12/02  Aaa  3,800  3,832
 7.49%, 3/02/05  Aaa  10,000  10,283
 7.65%, 3/10/05  Aaa  2,000  2,082
 7.35%, 3/28/05  Aaa  3,490  3,560
Government Trust Certificates: 
(assets of Trust guaranteed by U.S. Government 
through Defense Security Assistance Agency) 
 Class T-2 9 5/8%, 5/15/02  Aaa  2,960  3,158
  Class 1-C 9 1/4%, 11/15/01  Aaa  2,617  2,785
 (assets of Trust guaranteed by U.S. Government 
through Export-Import Bank) 
 Series 1992-A 7.02%, 9/1/04  Aaa  3,030  3,061
Guaranteed Export Trust Certificates: 
(assets of Trust guaranteed by U.S. Government 
through Export-Import Bank) 
 Series 1994-C, 6.61%, 9/15/99  Aaa  1,049  1,052
  Series 1996-A, 6.55%, 6/15/04  Aaa  4,452  4,405
Private Export Funding Corp. secured: 
6.24%, 5/15/02  Aaa  970  942
 6.90%, 1/31/03  Aaa  7,380  7,376
 8 3/4%, 6/30/03  Aaa  4,655  5,111
 5.80%, 2/1/04  Aaa  4,580  4,374
 6.86%, 4/30/04  Aaa  1,928  1,929
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
State of Israel (guaranteed by U.S. Government 
through Agency for International Development): 
 7 3/4%, 4/1/98  Aaa $ 1,220 $ 1,241
  7 3/4%, 11/15/99  Aaa  8,448  8,722
  8%, 11/15/01  Aaa  3,440  3,616
  6 1/4%, 8/15/02  Aaa  5,916  5,747
  5.89%, 8/15/05  Aaa  4,527  4,179
U.S. Housing & Urban Development 
8.27%, 8/1/03  Aaa  6,270  6,742
  119,453
TOTAL U.S. GOVERNMENT AND 
GOVERNMENT AGENCY OBLIGATIONS
(Cost $684,216)   674,762
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 9.5%
FEDERAL HOME LOAN MORTGAGE CORPORATION - 0.1%
7%, 11/1/96 to 7/1/01  Aaa  4,038  4,046
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 7.6%
5 1/2%, 11/1/08 to 5/1/11  Aaa  27,348  25,346
6%, 12/1/00 to 4/1/26  Aaa  82,924  77,750
6 1/2%, 12/1/08 to 5/1/26 . Aaa  85,895  80,197
7%, 6/1/07 to 5/1/26  Aaa  90,826  87,272
7 1/2%, 6/1/07 to 4/1/08  Aaa  3,207  3,225
8%, 9/1/17 to 3/1/26  Aaa  29,511  29,719
  303,509
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 1.8%
7 1/2%, 7/15/25 to 4/15/26  Aaa  49,190  48,343
8%, 1/15/17 to 7/15/26  Aaa  16,274  16,379
9%, 11/15/14 to 2/15/25  Aaa  6,266  6,568
9 1/2%, 6/15/09 to 11/15/24 . Aaa  1,613  1,733
  73,023
TOTAL U.S. GOVERNMENT AGENCY - 
MORTGAGE-BACKED SECURITIES
(Cost $384,311)   380,578
COMMERCIAL MORTGAGE SECURITIES - 0.7%
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
Equitable Life Assurance Society of the United States:
sequential pay Series 174 
 Class A1, 7.24%, 5/15/06 (e)  Aaa $ 7,100 $ 7,020
 commercial Series 1996-1 (e):
 Class B1, 7.33%, 5/15/06   Aa2  4,000  3,955
  Class C1, 7.52%, 5/15/06   A2  4,000  3,955
Oregon Commercial Mortgage commercial 
Series 1995 Class 1-A, 7.15%, 6/25/26 (e)(f)  AAA  3,835  3,811
Resolution Trust Corp. commercial Series 1995-C1 
Class A4-A, 6 1/4%, 2/25/27  Aaa  2,248  2,234
Structured Asset Securities Corp. commercial Series:
 1993-C1 Class A-1, 6.60%, 10/25/24  AA+  2,010  1,997
 1995-C1 Class A1-A, 7 3/8%, 9/25/24  AAA  2,677  2,671
Wells Fargo Capital Markets Apartment 
Financing Trust commercial 
6.56%, 12/29/05 (e)  Aaa  4,500  4,319
TOTAL COMMERCIAL MORTGAGE SECURITIES
(Cost $30,056)   29,962
FOREIGN GOVERNMENT OBLIGATIONS (B) - 0.9%
Ontario Province: 
7%, 8/4/05  Aa3  10,000  9,819
 yankee 15 3/4%, 3/15/12  Aa3  5,000  5,551
Quebec Province: 
yankee 7 1/8%, 2/9/24  A2  4,000  3,645
 7.22%, 7/22/36 (d)  A2  15,000  15,054
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $34,730)   34,069
SUPRANATIONAL OBLIGATIONS - 0.1%
African Development Bank 7 3/4%, 12/15/01
(Cost $2,979)  Aa1  3,000  3,106
REPURCHASE AGREEMENTS - 2.2%
 MATURITY 
 AMOUNT (000S) 
Investments in repurchase agreements 
(U.S. Treasury obligations), in a joint 
trading account at 5.65%, dated 
7/31/96 due 8/1/96  $ 88,556  88,542
PURCHASED OPTIONS - 0.0%
    EXPIRATION DATE/ UNDERLYING FACE VALUE
   STRIKE PRICE AMOUNT AT VALUE (NOTE1)       (000S) (000S)
J. Aron and Co. OTC Put Option
on 2,754,950,000 Japanese Yen   Sept. 96/
(Cost $1,367)   100.18 $ 25,791 $ 1,587
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $4,060,523)  $ 4,007,613
LEGEND
1. Non-income producing
2. 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.
3. Standard & Poor's credit ratings are used in the absence of a rating by
Moody's Investors Service, Inc.
4. Debt obligation initially issued at one coupon which converts to a
higher coupon at a specified date.
5. 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 $83,028 or 2.1% of net
assets.
6. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. 
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 40.5% AAA, AA, A 40.1%
Baa 4.7% BBB  4.5%
Ba 0.6% BB  0.8%
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.
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States  88.6%
Canada  3.4
United Kingdom  2.6
France  1.0
Others (individually less than 1%)  4.4
TOTAL  100.0%
INCOME TAX INFORMATION
At July 31, 1996, the aggregate cost of investment securities for income
tax purposes was $4,063,544,000. Net unrealized depreciation aggregated
$55,931,000, of which $85,835,000 related to appreciated investment
securities and $141,766,000 related to depreciated investment securities. 
At July 31, 1996, the fund had a capital loss carryforward of approximately
$18,945,000, all of which will expire on July 31, 2003.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                              <C>        <C>           
AMOUNTS IN THOUSANDS  (EXCEPT PER-SHARE AMOUNT) JULY 31, 1996                             
 
ASSETS                                                                                    
 
Investment in securities, at value (including repurchase                    $ 4,007,613   
agreements of $88,542) (cost $4,060,523) -                                                
See accompanying schedule                                                                 
 
Cash                                                                         93           
 
Receivable for investments sold                                              18,082       
 
Receivable for fund shares sold                                              1,754        
 
Dividends receivable                                                         5,889        
 
Interest receivable                                                          27,304       
 
Other receivables                                                            17           
 
 TOTAL ASSETS                                                                4,060,752    
 
LIABILITIES                                                                               
 
Payable for investments purchased                                $ 15,031                 
 
Payable for fund shares redeemed                                  17,800                  
 
Accrued management fee                                            1,725                   
 
Other payables and accrued expenses                               1,846                   
 
Collateral on securities loaned, at value                         2,090                   
 
 TOTAL LIABILITIES                                                           38,492       
 
NET ASSETS                                                                  $ 4,022,260   
 
Net Assets consist of:                                                                    
 
Paid in capital                                                             $ 4,046,884   
 
Undistributed net investment income                                          52,588       
 
Accumulated undistributed net realized gain (loss) on                        (24,483)     
investments and foreign currency transactions                                             
 
Net unrealized appreciation (depreciation) on                                (52,729)     
investments and assets and liabilities in foreign                                         
currencies                                                                                
 
NET ASSETS, for 311,840 shares outstanding                                  $ 4,022,260   
 
NET ASSET VALUE, offering price and redemption price per                     $12.90       
share ($4,022,260 (divided by) 311,840 shares)                                            
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                         <C>          <C>          
AMOUNTS IN THOUSANDS  YEAR ENDED JULY 31, 1996                                        
 
INVESTMENT INCOME                                                        $ 68,227     
Dividends                                                                             
 
Interest (including income on securities loaned of $303)                  162,108     
 
 TOTAL INCOME                                                             230,335     
 
EXPENSES                                                                              
 
Management fee                                              $ 23,861                  
 
Transfer agent fees                                          11,663                   
 
Accounting and security lending fees                         811                      
 
Non-interested trustees' compensation                        31                       
 
Custodian fees and expenses                                  630                      
 
Registration fees                                            46                       
 
Audit                                                        104                      
 
Legal                                                        33                       
 
Interest                                                     29                       
 
Dividends on securities sold short                           1,027                    
 
Miscellaneous                                                35                       
 
 Total expenses before reductions                            38,270                   
 
 Expense reductions                                          (1,366)      36,904      
 
NET INVESTMENT INCOME                                                     193,431     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                   
Net realized gain (loss) on:                                                          
 
 Investment securities                                       119,861                  
 
 Foreign currency transactions                               15,754                   
 
 Futures contracts                                           29,850                   
 
 Short sales                                                 (54,213)     111,252     
 
Change in net unrealized appreciation (depreciation) on:                              
 
 Investment securities                                       (229,482)                
 
 Assets and liabilities in foreign currencies                6,028                    
 
 Futures contracts                                           (275)                    
 
 Short sales                                                 37,642       (186,087)   
 
NET GAIN (LOSS)                                                           (74,835)    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                          $ 118,596    
FROM OPERATIONS                                                                       
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                         <C>            <C>            
AMOUNTS IN THOUSANDS                                        YEAR ENDED     YEAR ENDED     
                                                            JULY 31,       JULY 31,       
                                                            1996           1995           
 
INCREASE (DECREASE) IN NET ASSETS                                                         
 
Operations                                                  $ 193,431      $ 277,107      
Net investment income                                                                     
 
 Net realized gain (loss)                                    111,252        (148,167)     
 
 Change in net unrealized appreciation (depreciation)        (186,087)      230,830       
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING             118,596        359,770       
FROM OPERATIONS                                                                           
 
Distributions to shareholders from net investment income     (211,267)      (183,542)     
 
Share transactions                                           1,055,217      1,416,410     
Net proceeds from sales of shares                                                         
 
 Reinvestment of distributions                               203,684        175,630       
 
 Cost of shares redeemed                                     (2,214,260)    (2,088,073)   
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING             (955,359)      (496,033)     
FROM SHARE TRANSACTIONS                                                                   
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                    (1,048,030)    (319,805)     
 
NET ASSETS                                                                                
 
 Beginning of period                                         5,070,290      5,390,095     
 
 End of period (including undistributed net investment      $ 4,022,260    $ 5,070,290    
income of $52,588 and $75,847, respectively)                                              
 
OTHER INFORMATION                                                                         
Shares                                                                                    
 
 Sold                                                        79,220         110,702       
 
 Issued in reinvestment of distributions                     15,438         13,918        
 
 Redeemed                                                    (166,917)      (162,998)     
 
 Net increase (decrease)                                     (72,259)       (38,378)      
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                  <C>                    <C>       <C>       <C>       <C>       
                                     YEARS ENDED JULY 31,                                           
 
                                     1996                   1995      1994 B    1993      1992      
 
SELECTED PER-SHARE DATA                                                                             
 
Net asset value,                     $ 13.20                $ 12.76   $ 13.84   $ 12.79   $ 12.15   
beginning of period                                                                                 
 
Income from Investment                                                                              
Operations                                                                                          
 
 Net investment income                .57                    .62       .25       .62       .62      
 
 Net realized and unrealized          (.27)                  .27       (.17)     1.45      1.07     
 gain (loss)                                                                                        
 
 Total from investment                .30                    .89       .08       2.07      1.69     
 operations                                                                                         
 
                                                                                                    
 
Less Distributions                                                                                  
 
 From net investment income           (.60)                  (.45)     (.25)     (.66)     (.60)    
 
 From net realized gain               -                      -         (.50)     (.36)     (.45)    
 
 In excess of net realized gain       -                      -         (.41)     -         -        
 
 Total distributions                  (.60)                  (.45)     (1.16)    (1.02)    (1.05)   
 
Net asset value, end of period       $ 12.90                $ 13.20   $ 12.76   $ 13.84   $ 12.79   
 
TOTAL RETURN A                        2.25%                  7.19%     .37%      17.18%    14.73%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                        
 
Net assets, end of period            $ 4,022                $ 5,070   $ 5,390   $ 3,599   $ 1,366   
(in millions)                                                                                       
 
Ratio of expenses to average          .82%                   .91%      1.02%     .93%      .96%     
net assets                                                                                          
 
Ratio of expenses to average net      .79%                   .90%      1.01%     .93%      .96%     
assets after expense                 C                      C         C                             
reductions                                                                                          
 
Ratio of net investment income to     4.12%                  5.33%     4.09%     5.07%     5.68%    
average net assets                                                                                  
 
Portfolio turnover rate               247%                   269%      157%      162%      242%     
 
</TABLE>
 
G THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 8 OF NOTES TO 
FINANCIAL STATEMENTS).
H EFFECTIVE AUGUST 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION 
OF INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY 
REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
I FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 8 OF
NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1996
 
   
 
 
1. 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 financial statements have been prepared
in conformity with generally accepted accounting principles which permit
management to make certain estimates and assumptions at the date of the
financial statements. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. Debt securities for which quotations are readily
available are valued by a pricing service at their market values as
determined by their most recent bid prices in the principal market (sales
prices if the principal market is an exchange) in which such securities are
normally traded. Equity securities for which quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (including restricted securities) for which
market quotations are not readily available are valued at their fair value
as determined in good faith under consistently applied procedures under the
general supervision of the Board of Trustees. Short-term securities
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.
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 included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
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, foreign currency transactions, market discount,
partnerships, capital loss carryforwards and losses deferred due to wash
sales and futures and options. 
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
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. 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. 
2. OPERATING POLICIES - 
CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements that
mature in 60 days or less from the date of purchase for U.S. Treasury or
Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above. 
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by the
SEC, the fund, along with other registered investment companies having
management contracts with FMR, may participate in an interfund lending
program. This program provides an alternative credit facility allowing the
fund to borrow from, or lend money to, other participating funds.
DELAYED DELIVERY TRANSACTIONS. The fund may purchase or sell securities on
a when-issued or forward commitment basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of the
underlying securities and the date when the securities will be delivered
and paid for are fixed at the time the transaction is negotiated. 
Losses may arise due to changes in the market value of the underlying
securities or if the counterparty does not perform under the contract. 
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.
2. OPERATING POLICIES - 
CONTINUED
SHORT SALES AGAINST THE BOX - CONTINUED
Dividends declared on securities sold short are recorded on the ex-dividend
date, and included as an expense of the fund.
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. The underlying face amount at value is shown in the
schedule of investments under the caption "Purchased Options." 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.
RESTRICTED SECURITIES. The fund is permitted to invest in securities that
are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from registration
or to the public if the securities are registered. Disposal of these
securities may involve time-consuming negotiations and expense, and prompt
sale at an acceptable price may be difficult. At the end of the period, the
fund had no investments in restricted securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $11,283,359,000 and $11,956,490,000, respectively, of which U.S.
government and government agency obligations aggregated $5,171,744,000 and
$5,830,127,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $1,923,384,000 and $2,007,232,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - 
CONTINUED
MANAGEMENT FEE - CONTINUED
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 annual rate of .51% of average net assets.
Effective August 1, 1996, FMR voluntarily agreed to reduce the individual
fund fee rate from .20% to .15%.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives account fees and asset-based fees that vary according to
account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annual rate of .25%
of average net assets.
ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's accounting
records and administers the security lending program. The security lending
fee is based on the number and duration of lending transactions. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses. 
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $2,586,000 for the period.
5. SECURITY LENDING. 
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at the inception of each 
loan. This collateral must be maintained at not less than 100% of the
market value of the loaned securities during the period of the loan. At
period end, the value of the securities loaned and the value of collateral
amounted to $2,046,000 and $2,090,000, respectively.
6. INTERFUND LENDING PROGRAM.
The fund participated in the interfund lending program as a borrower. The
maximum loan and the average daily loan balances during the period for
which loans were outstanding amounted to $24,330,000 and $14,835,000,
respectively. The weighted average interest rate was 5.46%. Interest
expense includes $16,000 paid under the interfund lending program.
7. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. 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 
7. BANK BORROWINGS - 
CONTINUED
loan and the average daily loan balances during the period for which loans
were outstanding amounted to $13,540,000 and $10,214,000, respectively. The
weighted average interest rate was 5.67%. Interest expense includes $13,000
paid under the bank borrowing program.
8. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$991,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby interest earned on uninvested cash balances was used
to offset a portion of the fund's expenses. During the period, the fund's
custodian and transfer agent fees were reduced by $12,000 and $363,000,
respectively, under these arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity
Balanced Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Puritan Trust: Fidelity Balanced Fund, including the schedule of
portfolio investments, as of July 31, 1996, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended and the financial
highlights for each of the five years in the period then ended. 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 July 31, 1996 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 Balanced Fund as of July 31, 1996, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended,
in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 11, 1996
DISTRIBUTIONS
 
 
A total of 39.92% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 14% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1997 of these percentages for
use in preparing 1996 income tax returns.
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 
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The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
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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.
 
 
 
 
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* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
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INVESTMENT IN 
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TOTAL 
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AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. 
TO WRITE FIDELITY
 
 
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(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
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(such as changing name, address, bank, etc.)
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OVERNIGHT EXPRESS
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(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
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SELLING SHARES
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OVERNIGHT EXPRESS
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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
Michael Gray, Vice President
Stephen R. Petersen, Vice President
William J. Hayes, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager, 
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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 *
ADVISORY BOARD
William O. McCoy
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
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 for the deaf and hearing impaired
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(registered trademark)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE
 
FIDELITY
 
 
(REGISTERED TRADEMARK)
LOW-PRICED STOCK
FUND
ANNUAL REPORT
JULY 31, 1996 
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     38   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    42   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    51   The auditors' opinion.                   
ACCOUNTANTS                                                            
 
DISTRIBUTIONS            52                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR DISTRIBUTION TO 
PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE 
PROSPECTUS. 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, 
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, 
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO 
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. 
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK. 
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL 
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
To reduce expenses and demonstrate respect for our environment, we have
initiated a project through which we will begin eliminating duplicate
copies of most financial reports and prospectuses to most households, even
if they have more than one account in the fund. If additional copies of
financial reports, prospectuses or historical account information are
needed, please call 1-800-544-6666.
PRESIDENT'S MESSAGE
 
 
 
 
DEAR SHAREHOLDER:
Although stocks have managed to post solid returns through the first seven
months of 1996, signs of strength in the economy have led to inflation
fears, causing some uncertainty in both the stock and bond markets so far
this year. In 1995, both stock and bond markets posted strong results,
while the year before, stocks posted below-average returns and bonds had
one of the worst years in history.
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. 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 JULY 31, 1996                      PAST 1   PAST 5    LIFE OF   
                                                 YEAR     YEARS     FUND      
 
Low-Priced Stock                                 11.50%   139.01%   215.00%   
 
Low-Priced Stock (incl. 3% sales                 8.15%    131.84%   205.55%   
charge)                                                                       
 
Russell 2000(registered trademark) Index         6.91%    97.58%    114.12%   
 
Small Company Growth Funds                       10.50%   106.78%   n/a       
Average                                                                       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
started on December 27, 1989. For example, if you invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment would
be $1,050. You can compare the fund's returns to the performance of the
Russell 2000 Index - an unmanaged index of 2,000 small capitalization
stocks with market values of $250 million or less. To measure how the
fund's performance stacked up against its peers, you can compare it to the
small company growth funds average, which reflects the performance of 338
mutual funds with similar objectives tracked by Lipper Analytical Services,
Inc. over the past 12 months. Both benchmarks reflect reinvestment of
dividends and capital gains, if any, but do not reflect any sales charges,
brokerage commissions, or other costs of investing.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1996                PAST 1   PAST 5   LIFE OF   
                                           YEAR     YEARS    FUND      
 
Low-Priced Stock                           11.50%   19.04%   18.99%    
 
Low-Priced Stock (incl. 3% sales charge)   8.15%    18.31%   18.44%    
 
Russell 2000 Index                         6.91%    14.59%   12.23%    
 
Small Company Growth Funds Average         10.50%   15.33%   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
IMAHDR PRASUN   SHR__CHT 19960731 19960816 102559 S00000000000001
             Low-Priced Stock Fund       RS Russell 2000
             00316                       RS002
  1989/12/27       9700.00                    10000.00
  1989/12/31       9593.30                    10183.51
  1990/01/31       9535.10                     9293.82
  1990/02/28       9719.40                     9582.38
  1990/03/31       9816.40                     9955.08
  1990/04/30       9447.80                     9630.04
  1990/05/31      10194.70                    10311.66
  1990/06/30      10476.00                    10332.56
  1990/07/31      10417.80                     9878.09
  1990/08/31       9379.90                     8562.52
  1990/09/30       8968.27                     7804.83
  1990/10/31       8816.43                     7328.36
  1990/11/30       9292.18                     7887.14
  1990/12/31       9585.72                     8200.08
  1991/01/31      10466.35                     8941.65
  1991/02/28      11397.59                     9938.77
  1991/03/31      12156.76                    10638.35
  1991/04/30      12622.38                    10611.58
  1991/05/31      12814.70                    11117.39
  1991/06/30      12045.42                    10469.50
  1991/07/31      12784.34                    10836.89
  1991/08/31      13138.61                    11238.01
  1991/09/30      13192.71                    11326.01
  1991/10/31      13653.40                    11625.57
  1991/11/30      13098.47                    11087.87
  1991/12/31      14019.94                    11975.73
  1992/01/31      15233.92                    12946.08
  1992/02/29      16211.56                    13323.74
  1992/03/31      15674.40                    12872.75
  1992/04/30      15824.80                    12421.76
  1992/05/31      15932.23                    12586.94
  1992/06/30      15545.48                    11991.68
  1992/07/31      16050.41                    12408.75
  1992/08/31      16007.44                    12058.59
  1992/09/30      16137.72                    12336.88
  1992/10/31      16406.50                    12729.02
  1992/11/30      17515.20                    13703.05
  1992/12/31      18079.01                    14180.43
  1993/01/31      18543.44                    14660.38
  1993/02/28      18384.85                    14321.78
  1993/03/31      18939.91                    14786.51
  1993/04/30      18758.67                    14380.63
  1993/05/31      19155.14                    15016.96
  1993/06/30      19223.10                    15110.64
  1993/07/31      19472.31                    15319.27
  1993/08/31      20163.30                    15981.08
  1993/09/30      20327.14                    16432.07
  1993/10/31      21075.97                    16855.01
  1993/11/30      20713.64                    16300.25
  1993/12/31      21733.10                    16857.57
  1994/01/31      22863.72                    17386.11
  1994/02/28      22851.16                    17323.23
  1994/03/31      21846.16                    16408.60
  1994/04/30      22034.60                    16506.13
  1994/05/31      21959.22                    16320.79
  1994/06/30      21645.16                    15766.59
  1994/07/31      22135.10                    16025.63
  1994/08/31      22964.22                    16918.62
  1994/09/30      23073.27                    16861.97
  1994/10/31      23252.45                    16795.42
  1994/11/30      22632.20                    16117.11
  1994/12/31      22778.19                    16550.13
  1995/01/31      22763.95                    16341.32
  1995/02/28      23418.83                    17021.10
  1995/03/31      23575.43                    17314.24
  1995/04/30      24344.19                    17699.23
  1995/05/31      24842.46                    18003.56
  1995/06/30      25796.30                    18937.50
  1995/07/31      27405.01                    20028.34
  1995/08/31      27661.27                    20442.67
  1995/09/30      28155.35                    20807.74
  1995/10/31      27354.31                    19877.17
  1995/11/30      28066.35                    20712.30
  1995/12/31      28448.62                    21258.78
  1996/01/31      28756.17                    21236.00
  1996/02/29      29678.83                    21897.81
  1996/03/31      30170.91                    22343.56
  1996/04/30      31431.88                    23538.31
  1996/05/31      32385.29                    24465.89
  1996/06/30      31770.18                    23461.24
  1996/07/31      30555.35                    21412.05
IMATRL PRASUN   SHR__CHT 19960731 19960816 102602 R00000000000083
 
$10,000 OVER LIFE OF FUND:  Let's say hypothetically that $10,000 was
invested in Fidelity Low-Priced Stock Fund on December 27, 1989, when the
fund started, and the maximum 3% sales charge was paid. As the chart shows,
by July 31, 1996, the value of the investment would have grown to $30,555 -
a 205.55% increase on the initial investment. For comparison, look at how
the Russell 2000 Index did over the same period. With dividends and capital
gains, if any, reinvested, the same $10,000 investment would have grown to
$21,412 - a 114.12% 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. HOW DID THE FUND PERFORM, JOEL?
A. For the 12-month period ended July 31, 1996, the fund provided a return
of 11.50%. This outdistanced the small company growth funds average, as
tracked by Lipper Analytical Services, which returned 10.50% for the same
period. The fund also outperformed the Russell 2000 Index, which had a
12-month return of 6.91%.
Q. WHAT SPECIFIC FACTORS CONTRIBUTED TO FUND PERFORMANCE - EITHER
NEGATIVELY OR POSITIVELY - DURING THE PERIOD?
A. On a positive note, the fund benefited from sound individual stock
selection as several companies enjoyed accelerating earnings. The fund also
was able to capitalize on the improved performance turned in by the retail
sector over the past year. Retail stocks in general have been dragged
through the mud over the past couple of years, but they finally managed to
reward patient investors in the first half of 1996. Health care stocks also
contributed to the good results, as the fund held companies that were
mostly serving growing markets that weren't too severely affected by
reimbursement pressures. As far as hindrances go, the fund was hurt by its
relatively large cash position and the fact that the market seemed to favor
larger capitalization stocks during much of the period instead of the
smaller companies 
which comprised the bulk of the portfolio. The fallout from the inventory
adjustments of the technology sector also hurt somewhat.
Q. WHAT WAS BEHIND THE TURNAROUND IN THE RETAIL SECTOR?
A. Despite my small retail weighting at the outset, retail stocks made up
the fund's third largest sector holding at the end of the period. Retail
stocks are cyclical - that is, their performance tends to mimic the
movements of the overall economy. Since the economy was stronger than many
of us had believed, this contributed to their positive showing. More
importantly, retail companies have slowed the rate of new store openings.
Over the past couple years, the square footage - either the expansion of an
existing store or construction of a new one - of most retail concepts grew
more rapidly than retail sales. As a result, profits were horrible across
the board. When retailers began to realize the market was saturated, square
footage growth diminished, and they focused on improving margins at
existing stores.
Q. WHAT HOLDINGS WERE IMPORTANT CONTRIBUTORS TO THE FUND'S PERFORMANCE?
A. One area which stood out was the athletic footwear sector. With the
Olympics taking place this year, the stage was set for the more
marketing-savvy companies such as Fila to roll out new and interesting
styles which appealed to consumers. This also helped Finish Line, an
athletic shoe store chain. Cole National, an optical and household goods
chain, gained from marketing vision-related benefits to managed-care
providers. South Trust, an Alabama bank, enjoyed continued strong loan
growth and high credit quality. Universal Health Services, a hospital
chain, benefited from population growth in its Nevada and Texas markets, as
well as attractive acquisitions.
Q. WHICH HOLDINGS OR SECTORS DIDN'T PERFORM AS WELL AS YOU WOULD HAVE
LIKED?
A. The technology field had a good number of earnings disappointments over
the period. Companies met the strong demand of 1995 and increased their
production. Over the past year, production surpassed demand, companies were
stuck with large inventories, and prices and profits fell. Most of the
technology company stocks that are lower-priced produce components that go
into finished PCs or workstations. During the technology sell-off, the
smaller component-making firms were much more susceptible to the downturn.
One specific example is Quantum, a disk drive company that acquired Digital 
Equipment's disk drive business. Quantum took large losses in attempting to
merge these operations and had to outsource some manufacturing.
Q. YOU FOLLOW A UNIQUE STRATEGY IN MANAGING THIS FUND. COULD YOU SPEAK TO
THAT?
A. Sure. As the name of the fund suggests, I focus on stocks that are
priced low, specifically, trading for $25 or less. That's one part of it.
The other is that I seek out stocks that are priced low compared to my
estimate of their investment value. There are three major groups of stocks
which make up the majority of the "$25 and under" universe - small
companies, large-company turnarounds, and foreign companies. Small
companies take up the largest space in that universe and, correspondingly,
in the fund's portfolio. Since larger companies typically do not allow
their share price to fall below $25, the companies in this area that I do
own are depressed but exhibit good turnaround potential in my opinion.
Foreign stocks have always held a prominent place in both the fund and the
"$25 and under" universe, as many overseas companies are undervalued.
Q. WHAT'S YOUR OUTLOOK?
A. Many try to forecast the economy and other big picture factors, so my
ability to make a superior forecast is limited. Not as many forecast the
future of any individual small company, so it is possible to find shares
whose price indicates that consensus expectations are too cautious. I'll 
continue to focus on finding companies with strong market niches, superior
profitability and solid cash flow, selling at moderate valuations, which
should produce satisfactory results.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
 
FUND FACTS
GOAL: high income with 
preservation of capital. The 
fund also considers the 
potential for the growth of 
capital
START DATE: April 16, 1947
SIZE: as of July 31, 1996, 
more than $16.6 billion
MANAGER: Bettina Doulton, 
since March 1996; manager, 
Fidelity Advisor Income & 
Growth Fund and Fidelity 
Advisor Annuity Income & 
Growth Fund, since March 
1996; Fidelity Advisor Equity 
Income Fund and Fidelity 
VIP: Equity-Income Portfolio, 
1993-
March 1996; Fidelity Value 
Fund, 1995-March 1996; 
Fidelity Select 
Automotive Portfolio, 1993; 
joined Fidelity in 1986
(checkmark)
BETTINA DOULTON ON HER 
INVESTMENT APPROACH:
"My investment approach is 
quite simple. I look for 
companies whose stocks are 
trading at attractive valuations 
that offer improving 
fundamentals, or business 
prospects. I take a bottom-up 
approach, which means that I 
begin by evaluating the merits 
of individual companies, rather 
than looking first at sectors or 
economic trends. I try to be 
open-minded and flexible. 
Finally, I believe that it's every 
bit as important to avoid the 
losers as it is to pick the 
winners to generate 
consistent performance 
results for the fund's 
shareholders."
  
(solid bullet)  As of August 1, 1996, the 
fund adopted an investment 
policy change related to asset 
allocation. When 
management's outlook is neutral 
- - that is, with market 
conditions appearing to favor 
no particular class of security 
- - the fund will have an asset 
allocation of approximately 60% 
in equity securities and 40% in 
fixed-income securities. This 
allocation represents a typical 
asset mix for balanced funds 
within the industry. The fund 
maintains the flexibility to 
adjust this asset allocation as 
market and other conditions 
warrant.
(solid bullet)  As of September 13, 1996, 
Lipper Analytical Services 
changed the fund's peer group 
from equity income funds to 
balanced funds. This change 
allows the fund's performance 
to be compared with other 
funds that closely mirror its 
investment objectives.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF JULY 31, 1996
                                            % OF FUND'S    % OF FUND'S       
                                            INVESTMENTS    INVESTMENTS       
                                                           IN THESE STOCKS   
                                                           6 MONTHS AGO      
 
Bank of Montreal                            1.2            0.7               
 
Hyder PLC                                   1.2            1.0               
 
King World Productions, Inc.                1.1            0.0               
 
Universal Health Services, Inc. Class B     1.0            1.5               
 
Yorkshire Water PLC Ord.                    1.0            0.7               
 
Atlantic Richfield Co. exchangeable $2.23   1.0            0.3               
 
Biomet, Inc.                                1.0            0.0               
 
United Insurance Companies, Inc.            0.9            0.9               
 
Lyondell Petrochemical Co.                  0.9            1.4               
 
Century Telephone Enterprises, Inc.         0.8            0.9               
 
TOP FIVE MARKET SECTORS AS OF JULY 31, 1996
                     % OF FUND'S    % OF FUND'S               
                     INVESTMENTS    INVESTMENTS               
                                    IN THESE MARKET SECTORS   
                                    6 MONTHS AGO              
 
Finance              16.5           17.2                      
 
Technology           8.5            7.7                       
 
Retail & Wholesale   7.2            3.7                       
 
Utilities            6.3            5.3                       
 
Health               6.1            6.6                       
 
ASSET ALLOCATION
AS OF JULY 31, 1996* AS OF JANUARY 31, 1996** 
Row: 1, Col: 1, Value: 17.4
Row: 1, Col: 2, Value: 2.0
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 4, Value: 40.1
Row: 1, Col: 1, Value: 27.3
Row: 1, Col: 2, Value: 1.7
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 4, Value: 31.0
Stocks 82.1%
Bonds 0.5%
Short-term
investments 17.4%
FOREIGN
INVESTMENTS 21.2%
Stocks 72.4%
Bonds 0.3%
Short-term
investments 27.3%
FOREIGN
INVESTMENTS 20.3%
*
*
*
INVESTMENTS JULY 31, 1996 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 80.5%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 0.3%
AEROSPACE & DEFENSE - 0.2%
Allied Research Corp. (a)(c)  431,610 $ 2,104
Rohr Industries, Inc. (a)  44,400  977
Transtechnology Corp. (c)  313,800  5,609
  8,690
DEFENSE ELECTRONICS - 0.1%
Ducommun, Inc.   12,400  194
Flir Systems, Inc. (a)  195,100  2,511
  2,705
SHIP BUILDING & REPAIR - 0.0%
Celsius Industrier AB Class B (a)  25,000  334
TOTAL AEROSPACE & DEFENSE   11,729
BASIC INDUSTRIES - 4.7%
CHEMICALS & PLASTICS - 2.0%
AEP Industries, Inc. (c)  316,289  13,521
Aceto Corp. (c)  427,370  6,090
Blessings Corp.   75,500  774
CFC International, Inc. (a)  120,000  1,620
Cytec Industries, Inc. (a)  197,700  5,931
EVC International NV (e)  80,000  2,327
General Chemical Group, Inc.   200,000  3,625
Lyondell Petrochemical Co.   1,550,000  34,681
Martin Color-Fi, Inc. (a)  103,000  515
Mississippi Chemical Corp.   150,000  3,019
Spartech Corp.  728,200  6,918
  79,021
IRON & STEEL - 1.0%
Cold Metal Products, Inc. (a)(c)  536,300  2,950
ICO, Inc.   575,528  3,453
Intermetco Ltd. (c)  251,700  1,382
Kentucky Electric Steel, Inc. (a)(c)  277,500  1,908
Roanoke Electric Steel Corp.   229,900  2,931
Samuel Manu-Tech, Inc.   575,000  5,019
Slater Steel, Inc.   375,000  3,382
Steel of West Virginia, Inc. (c)  663,000  4,890
Sudbury, Inc.  430,000  3,655
TriMas Corp.   474,900  9,854
  39,424
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - CONTINUED
METALS & MINING - 0.3%
Acier Leroux, Inc. (a):
Class B  125,000 $ 405
 Class B (e)  200,000  647
Aluminum of Greece SA (Reg.)  8,180  338
Century Aluminum Co.   50,000  731
Kaiser Aluminum Corp. (a)  500,000  5,500
Lindberg Corp.   183,500  1,652
MAXXAM, Inc. (a)  27,200  1,088
Ryerson Tull, Inc. Class A (a)  29,000  410
Titanium Metals Corp. (a)  25,000  606
  11,377
PACKAGING & CONTAINERS - 0.4%
Cristaleria Espanola SA  10,000  604
Owens-Illinois, Inc. (a)  1,000,000  15,625
  16,229
PAPER & FOREST PRODUCTS - 1.0%
ABT Building Products Corp. (a)  72,000  1,512
Alliance Forest Products, Inc. (a)  100,000  1,513
Crown Vantage, Inc. (a)  10,000  100
Enso OY Class R  2,000,000  15,943
Klippans Finpappersbruk AB  38,400  204
Metsa-Serla Ltd. Class B  3,000,000  21,376
Specialty Paperboard, Inc. (a)  64,000  896
Upm-Kymmene Corp. (a)  25,000  546
  42,090
TOTAL BASIC INDUSTRIES   188,141
CONGLOMERATES - 0.1%
Bibby & Sons PLC  1,650,000  3,106
Quixote Corp.   350,700  2,543
  5,649
CONSTRUCTION & REAL ESTATE - 3.8%
BUILDING MATERIALS - 1.4%
American Woodmark Corp. (a)  50,000  263
Centex Construction Products, Inc.   812,800  11,074
Chart Industries, Inc.   66,600  907
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
BUILDING MATERIALS - CONTINUED
Dahl International AB (a)(e)  165,000 $ 2,452
Devcon International Corp. (a)  217,700  1,606
Domco Industries Ltd.   42,200  276
Drew Industries, Inc. (a)(c)  421,300  7,741
Evered Bardon PLC  14,468,876  7,880
Patrick Industries, Inc. (c)  617,500  7,719
Polypipe PLC  175,000  517
Raytech Corp. (c)  260,800  978
Republic Gypsum Co.   211,300  2,932
Shelter Components Corp. (c)  715,625  8,409
Watsco, Inc. Class B  110,370  1,807
  54,561
CONSTRUCTION - 2.1%
AAF Industries PLC (a)(c)  1,250,000  331
Belmont Homes, Inc. (a)  237,100  4,831
Cavco Industries, Inc. (a)(c)  240,550  3,458
Continental Homes Holding Corp. (c)  449,700  8,601
Crossman Communities, Inc. (a)  192,300  3,269
Engle Homes, Inc.   221,500  1,509
Higgs and Hill PLC  2,675,000  3,226
M/I Schottenstein Homes, Inc. (a)(c)  856,600  7,602
McAlpine (Alfred) Ord.   315,388  640
McDermott (J. Ray) SA  203,900  5,047
Monaco Coach Corp. (a)  41,900  482
Oriole Homes Corp. (a):
Class A  91,000  671
 Class B (c)  276,800  2,007
Redman Industries, Inc. (a)  500,000  10,373
Schult Homes Corp. (c)  213,600  3,498
Selmer AS  50,000  1,233
Southern Energy Homes, Inc.   138,500  1,662
Technip SA (a)(e)  80,000  7,126
Tay Homes PLC (c)  2,000,000  3,548
U.S. Home Corp. (a)  555,645  12,155
Volker Stevin NV  36,400  2,686
Washington Homes, Inc. (a)  215,800  836
Zaring Homes, Inc. (a)  84,500  993
  85,784
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
ENGINEERING - 0.1%
Harding Lawson Associations Group, Inc. (a)  198,200 $ 1,016
Simard Beaudry, Inc.   19,000  39
URS Corp. (c)  432,578  3,082
  4,137
REAL ESTATE INVESTMENT TRUSTS - 0.2%
Banyan Short Term Income Trust (SBI) (c)  653,200  449
Banyan Strategic Land Trust (SBI) (c)  991,750  3,967
First Union Real Estate Equity & Mortgage Investments  120,500  798
Home Properties of NY, Inc.   75,000  1,500
Sunstone Hotel Investors, Inc.  47,000  494
  7,208
TOTAL CONSTRUCTION & REAL ESTATE   151,690
DURABLES - 5.4%
AUTOS, TIRES, & ACCESSORIES - 2.0%
Autocam Corp.   151,383  1,438
Cook (D.C.) Holdings PLC  405,800  442
Custom Chrome, Inc.   68,400  1,539
Deflecta-Shield Corp. (a)  48,600  310
Douglas & Lomason Co.   55,000  894
Durakon Industries, Inc. (a)(c)  651,800  8,799
Excel Industries, Inc.   159,000  2,445
Federal Screw Works (c)  108,800  2,910
Hahn Automotive Warehouse, Inc.   92,109  737
Lund International Holdings, Inc. (a)(c)  220,000  3,025
Manitou BF SA  8,000  914
Mercury Air Group (c)  540,392  3,985
Monro Muffler Brake, Inc. (c)  389,904  7,506
Peugeot SA Ord.   25,000  3,022
Superior Industries International, Inc.   525,000  12,009
Transpro, Inc.   297,325  2,267
Travel Ports of America (a)  79,500  261
Ugly Duckling Corp. (a)  80,000  710
Uni Select, Inc. (c)  580,800  4,964
Valley Forge Corp. (c)  229,200  2,808
World Fuel Services Corp. (c)  803,804  13,363
Wynn's International, Inc.   285,550  6,889
  81,237
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
CONSUMER DURABLES - 0.9%
Aristocrat Leisure Ltd. (a)  767,000 $ 1,887
Beijer AG (G&L), Series B (c)  310,000  3,385
Finnveden Invest AB Class B Free shares  100,000  1,289
Libbey, Inc. (c)  767,300  20,237
Mikasa, Inc. (a)  722,800  6,686
York Group, Inc. (c)  150,000  2,475
  35,959
CONSUMER ELECTRONICS - 0.4%
International Jensen, Inc. (a)(c)  567,000  6,237
LG Electronics, Inc. GDR (non-vtg.)  446,200  2,566
Movado Group, Inc. (c)  379,100  7,108
  15,911
HOME FURNISHINGS - 0.9%
BMTC Group, Inc. Class A (sub-vtg.)  125,000  636
Bush Industries, Inc. Class A (c)  498,850  9,603
Carpetright PLC  75,000  607
Chromcraft Revington, Inc. (a)  99,900  2,335
DMI Furniture, Inc. (a)  93,000  151
Dorel Industries (a)(e):
Class A (vtg.)  125,000  1,146
 Class B (sub-vtg.) (c)  725,000  6,486
Ethan Allen Interiors, Inc.   274,600  6,007
Falcon Products, Inc.   250,670  3,697
Haverty Furniture Companies, Inc.   108,950  1,076
O'Sullivan Industries Holdings (a)  209,600  1,572
Roberds, Inc. (a)  61,600  578
Rowe Furniture Corp.   48,800  244
Stanley Furniture  185,000  2,382
  36,520
TEXTILES & APPAREL - 1.2%
Carli Gry International AS (a):
(Reg.)  162,700  5,431
 (Reg.) (e)  66,500  2,220
Concord Fabrics, Inc. (a):
Class A (c)  226,300  1,330
 Class B  65,100  374
Cone Mills Corp. (a)  54,700  526
Conso Products Co. (a)  161,900  2,469
Decorator Industries, Inc. (c)  241,866  2,207
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - CONTINUED
Designer Holdings Ltd.   162,100 $ 2,979
Donnkenny, Inc. (a)  67,500  1,215
Fila Holding Spa sponsored ADR  101,000  8,143
Galey & Lord, Inc. (a)  328,200  3,733
Maxwell Shoe, Inc. Class A (a)  26,200  138
Oshkosh B'Gosh, Inc. Class A  291,000  4,583
Superior Surgical Manufacturing, Inc. (c)  420,400  4,414
Tandy Brands Accessories, Inc. (a)  97,000  655
Worldtex Corp. (a)(c)  967,300  5,683
Yue Yuen Industrial Holdings Ltd.   600,000  171
  46,271
TOTAL DURABLES   215,898
ENERGY - 3.4%
ENERGY SERVICES - 1.3%
Akita Drilling Ltd. Class A (non-vtg.)  770,950  3,530
Artisan Corp.   50,000  155
Aztec Manufacturing Co. (c)  569,500  3,559
Carbo Ceramics, Inc.   366,200  7,416
Computalog Ltd. (a)(c)  434,400  3,476
Dreco Energy Services Ltd. Class A (a)(c)  414,600  9,329
Key Energy Group, Inc. (a)(c)  573,000  4,763
Pe Ben Oilfield Services Ltd. (a)(c)  302,000  463
Petroleum Helicopters, Inc.   114,300  1,715
Petroleum Helicopters, Inc. (non-vtg.)  302,000  4,455
Pool Energy Services Co. (a)  442,500  4,923
Precision Drilling Corp. (a):
Class A  47,889  1,028
 Class A (e)  50,000  1,073
RPC Energy Services, Inc. (a)  254,500  2,895
Superior Energy Services, Inc. (a)(c)  164,000  328
UTI Energy Corp. (a)  141,200  1,977
  51,085
OIL & GAS - 2.1%
Adams Resources and Energy, Inc. (a)  122,100  870
Alamco, Inc. (a)(c)  465,300  5,293
Belden & Blake Corp. (a)  367,000  7,891
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
British Borneo Petroleum  500,000 $ 4,178
CEC Resources Ltd. (a)(c)  126,330  632
Castle Energy Corp. (a)(c)  988,750  10,133
Columbus Energy Corp. (a)(c)  277,526  2,498
ConVest Energy Corp. (a)  62,900  315
Cube Energy Corp. (a)(c)  271,600  1,531
Discovery West Corp. (a)  200,000  534
ENEX Resources Corp. (c)  144,300  1,371
Ensign Resource Service Group Ord.   225,500  1,640
Foremost Industries, Inc. (a)(c)  272,500  1,189
Giant Industries, Inc.   543,600  7,814
Hallwood Consolidated Resources Corp. (a)  35,950  1,654
Maynard Oil Co. (a)  132,100  1,106
McFarland Energy, Inc. (a)  81,300  818
Neste Oy  75,000  1,553
Novus Petroleum Ltd.   3,452,542  4,807
Oil Search Ltd.   100,000  101
Petro-Canada  200,000  2,488
Petro-Canada 1st Installment Receipt (f)  146,000  924
Petroleum Development Corp. (a)(c)  1,102,500  2,963
Premier Oil PLC  2,000,000  887
Saga Petroleum AS:
Class A  225,000  3,287
 Class B  370,500  4,918
Swift Energy Co. (a)  609,959  11,589
YPF Sociedad Anonima sponsored ADR representing 
Class D shares  95,000  1,995
  84,979
TOTAL ENERGY   136,064
FINANCE - 16.5%
BANKS - 6.0%
Banco Pastor SA  20,000  1,159
Bank Atlantic Bancorp., Inc. (c)  627,237  8,076
Bank of Ireland, Inc.   101,088  711
Bank of Montreal  2,000,000  47,642
Bank of New York Co., Inc. (warrants) (a)  255,400  10,599
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Bergens Skillingsbank  175,000 $ 1,512
CVB Financial Corp.   24,200  387
Christiania Bank OG Kreditkasse (e)  100,000  242
Christiania Bank Free shares Ord.   150,000  363
Colonial Bancgroup, Inc.   166,300  5,426
Corus Bankshares, Inc.   147,000  4,300
Den Norske Bank AS Class A Free shares  50,000  159
Den Norske Bank AS (a)(e)  1,000,000  3,173
First Empire State Corp.   20,000  4,980
First Mutual Savings Bank  50,400  617
Firstbank Puerto Rico (c)  1,547,800  31,923
Fokus Bank AS  790,000  4,505
Fokus Bank AS (e)  317,300  1,809
Foreningsbanken AB Class A Ord.   500,000  1,691
GBC Bancorp (c)  499,200  12,043
Gronlandsbanken AS  10,000  457
HUBCO, Inc.   207,370  4,225
International Bank of Asia Ltd.   200,000  126
Nordlandsbanken AS  100,000  1,634
Nordbanken AB  675,000  13,103
Nordbanken AB (e)  107,000  2,077
Oriental Bank & Trust  159,900  3,058
Okobank Class A (a)  150,000  1,286
Ringkjobing Bank  4,000  689
SouthTrust Corp.   1,000,000  27,750
Sparbanken Sverige Ab Class A (e)  473,000  5,703
Sparebanken Norway primary shares certificates  700,000  17,539
Sparebanken More  64,286  1,373
Stadshypotek:
Series A  100,000  2,305
 Series A (e)  100,000  2,305
Sumitomo Bank  304,100  7,222
Syd-Sonderjylland Holding  320,000  10,233
Union Bank of Hong Kong  100,000  107
  242,509
CREDIT & OTHER FINANCE - 1.2%
ACC Consumer Finance Corp. (a)  62,000  434
Amagerbanken AS  30,000  907
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
Cash America Investments, Inc.   133,300 $ 933
First Financial Caribbean Corp.   401,500  8,532
Greenpoint Financial Corp.   235,000  7,432
Investors Financial Services Corp.   62,200  1,330
Intrum Justitia NV (Reg.)  800,000  1,207
Mercury Finance Co.   1,700,000  18,487
National Home Loans Holdings PLC  650,000  961
Perpetual PLC  140,000  4,651
Surrey Metro Savings Credit Union (non-vtg.)  300,000  2,160
  47,034
INSURANCE - 7.1%
Allmerica Financial Corp.   296,000  8,769
American Indemnity Financial Corp. (c)  194,000  2,086
Amwest Insurance Group, Inc. (c)  168,250  2,082
Bankers Life Holding Corp.   136,500  3,140
Blanch E.W. Holdings, Inc.   279,000  5,336
Capitol American Financial Corp.   179,800  4,315
Commerce Group, Inc.   1,390,000  28,669
Enhance Financial Services Group Corp.   76,700  2,234
Farm Family Holdings, Inc. (c)  280,000  4,900
First Central Financial Corp. (c)  595,000  3,124
Fremont General Corp.   873,500  21,834
Frontier Insurance Group, Inc.  270,270  9,155
Gainsco, Inc. (c)  1,512,300  15,123
GCR Holdings Ltd.  500,000  11,438
Guarantee Life Companies, Inc.   168,050  2,773
Home State Holdings, Inc. (a)(c)  294,800  2,137
Integon Corp.  47,600  934
Intercontinental Life Corp. (a)(c)  319,300  3,832
John Alden Financial Corp.   276,800  5,571
Kingsway Financial Services, Inc. (a)  41,000  522
Lloyd Thompson Group PLC  500,000  1,385
Life USA Holding, Inc. (a)  838,800  6,606
Life RE Corp.   73,800  2,039
Lowndes Lambert Group Holdings PLC  325,000  647
MMI Companies, Inc.   109,900  3,476
Merchants Group, Inc.   125,100  2,361
Meridian Insurance Group, Inc.   100,000  1,350
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Midland Financial Group, Inc.   160,000 $ 1,400
NY Magic, Inc.   46,400  858
National Western Life Insurance Co. Class A (a)  122,700  8,328
Nelson Hurst PLC  115,000  327
Pembridge, Inc. (a)  400,000  2,168
Penn-America Group, Inc.   59,200  858
Philadelphia Consolidated Holding Corp.   59,000  1,018
Protective Life Corp.   595,000  20,453
RLI Corp. (c)  480,000  11,400
Security-Connecticut Corp.   413,500  10,906
Stewart Information Services Corp. (c)  531,000  10,819
Titan Holdings, Inc.   280,869  3,932
Transport Holdings, Inc. Class A (a)(c)  113,254  5,210
Terra Nova Holdings Ltd.   179,000  2,998
Unionamerica Holdings PLC sponsored ADR (c)  585,600  9,370
United Coasts Corp. (a)  195,000  1,414
United Insurance Companies, Inc. (a)(c)  1,690,000  36,758
  284,055
SAVINGS & LOANS - 1.7%
Andover Bancorp., Inc.  181,100  4,211
BankUnited Financial Corp. Class A (a)(c)  113,050  834
Coastal Bancorp., Inc. (c)  484,799  8,484
Collective Bancorp., Inc.   698,900  16,553
Crazy Woman Creek Bancorp., Inc. (c)  100,000  1,031
Eagle Financial Corp.   100,000  2,400
First Home Bancorp., Inc.  60,000  1,065
Independence Federal Savings Bank (c)  119,500  866
Iroquois Bancorp., Inc.   85,400  1,281
MAF Bancorp., Inc.   207,254  5,130
Poncebank (c)  587,900  8,892
Primary Bank  40,215  473
SIS Bancorp., Inc. (a)  106,780  1,909
Sovereign Bancorp., Inc.   945,525  9,101
Virginia First Financial Corp.   278,500  3,064
Warren Bancorp., Inc. (c)  304,400  3,615
  68,909
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
SECURITIES INDUSTRY - 0.5%
BHC Financial, Inc.   175,000 $ 2,538
Charles JW Financial Services, Inc. (a)  75,200  367
Johnson Fry Holdings PLC Class L  25,000  53
London Pacific Group Ltd.   850,000  2,936
Raymond James Financial, Inc.   733,000  15,301
  21,195
TOTAL FINANCE   663,702
HEALTH - 6.1%
DRUGS & PHARMACEUTICALS - 0.6%
Astra AB Class B Free shares  50,000  2,066
Bio-Rad Laboratories, Inc. Class A (a)  562,050  16,580
Natural Alternatives International, Inc. (a)(c)  481,800  4,699
Santen Pharmaceutical Co. Ord.  27,500  669
  24,014
MEDICAL EQUIPMENT & SUPPLIES - 3.7%
Allied Healthcare Products, Inc.   189,300  1,325
Althin Medical AB, Series B  3,600  80
Ballard Medical Products  891,500  16,047
Biomet, Inc. (a)  2,566,500  39,460
Exactech, Inc. (a)  71,600  439
HPSC, Inc. (a)(c)  352,500  2,159
Haemonetics Corp. (a)(c)  1,516,700  29,198
Herbalife International, Inc. (c)  1,732,100  24,249
Hycor Biomedical, Inc. (a)  132,900  581
Laser Industries Ltd. Ord. (a)(c)  552,600  6,977
Moore Medical Corp. (a)(c)  290,100  3,481
OEC Medical Systems, Inc. (a)(c)  641,700  7,540
OY Tamro AB (e)  50,000  306
Orthofix International (a)  268,000  2,613
Sofamor/Danek Group, Inc. (a)  85,400  2,252
Spacelabs Medical, Inc. (a)  24,500  499
Utah Medical Products, Inc. (a)(c)  793,000  9,615
Vital Signs, Inc.   121,400  2,625
  149,446
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - 1.8%
America Service Group, Inc. (a)(c)  172,500 $ 2,415
Clinic Holdings Ltd.   500,000  619
Horizon Mental Health Management, Inc. (a)  100,700  2,215
Living Centers of America, Inc.   800  20
Nexthealth, Inc. (a)  60,100  86
Rehabcare Corp. (a)(c)  426,000  7,029
Rightchoice Managed Care, Inc. Class A (a)(c)  304,700  3,504
Rotech Medical Corp.   265,000  4,638
Sierra Health Services, Inc. (a)  170,000  4,463
TheraTx, Inc. (a)  102,300  1,752
Universal Health Services, Inc. Class B (a)(c)  1,640,500  42,037
Vivra, Inc. (a)  130,000  3,786
Wellpoint Health Networks, Inc.  40,000  1,060
  73,624
TOTAL HEALTH   247,084
HOLDING COMPANIES - 0.3%
DCC PLC  150,000  626
Industrivarden AB, Series C Free shares  200,000  6,975
Marine Wendel SA  45,776  3,922
Perry Group  150,000  427
Queensway Financial Holdings Ltd. (a)(e)  150,000  1,326
  13,276
INDUSTRIAL MACHINERY & EQUIPMENT - 3.5%
ELECTRICAL EQUIPMENT - 0.6%
Blick PLC Class L  100,000  801
Derlan Industries Ltd. (a)  100,000  175
Emcee Broadcast Products, Inc. (a)  45,000  270
ILC Technology, Inc. (a)(c)  300,000  3,375
Juno Lighting, Inc.   33,000  495
Premier Farnell PLC sponsored ADR  200,038  3,926
Reflectone, Inc. (a)  67,500  1,266
Spectrum Control, Inc. (a)  220,700  910
Twentsche Kabel Holding NV  30,704  1,328
Vertex Communications Corp. (a)(c)  425,100  7,911
Westinghouse Electric Corp.   100,000  1,675
  22,132
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 2.7%
Allied Products Corp.   274,500 $ 6,691
Arts Way Manufacturing Co., Inc. (a)  27,500  127
BT Industries AB  150,000  2,161
CPAC, Inc. (a)  266,500  2,732
Columbus McKinnon Corp. (c)  524,500  7,802
EDAC Technologies Corp. (a)(c)  235,000  264
Farr Co. (a)  95,499  1,313
Fedders Corp. Class A  219,750  1,126
Gardner Denver Machinery, Inc. (a)  179,600  4,625
Gehl Co. (a)(c)  314,100  2,395
Geveke NV  25,000  726
Hardinge, Inc.   298,700  7,019
Hein-Werner Corp. (c)  179,700  1,325
IWP International  50,000  396
IWP International (UK Reg.)  250,000  1,945
Kaydon Corp.   200,000  9,025
KCI (Konecranes International) (a)  50,000  1,303
KCI (Konecranes International) (a)(e)  118,000  3,074
Kverneland Gruppen AS  75,000  1,814
Molins PLC  100,000  1,411
Oilgear Co.   16,600  237
Park Ohio Industries, Inc. (a)  16,007  268
Powerscreen International PLC  2,400,000  18,598
Regal-Beloit Corp. (c)  1,090,800  17,453
Rotork PLC  100,000  363
SkyJack, Inc. (a)(e)  165,000  4,981
Speizman Industries, Inc. (a)  10,100  38
Stewart & Stevenson Services, Inc.   87,600  1,894
Svedala Industri Free shares  250,000  4,436
T B Wood's Corp.   116,800  1,022
Varlen Corp.   120,203  2,509
  109,073
POLLUTION CONTROL - 0.2%
Chempower, Inc. (a)(c)  677,700  2,880
MFRI, Inc. (a)  44,000  297
NSC Corp. (c)  530,600  929
Sani Gestion, Inc.   76,800  223
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - CONTINUED
Sevenson Environmental Services, Inc. (c)  84,200 $ 1,284
Weston (Roy F.), Inc. Class A (a)(c)  393,800  1,772
  7,385
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   138,590
MEDIA & LEISURE - 4.7%
BROADCASTING - 1.1%
Austereo Ltd.   1,034,201  1,440
BET Holdings, Inc. Class A (a)  359,400  8,805
Canwest Global Communications Corp.:
(sub-vtg.)  1,320,006  12,625
 (non-vtg.) (a)  180,000  1,669
Cogeco Cable, Inc. (c)  300,000  1,800
Cogeco, Inc.   325,000  1,596
Electrohome Ltd. Class Y (non-vtg)  50,000  391
Moffat Communications Ltd.   350,000  4,684
Premier Choix Tvec, Inc. Class A (c)  200,600  2,809
Prime Television Ltd.   644,706  923
Publishing & Broadcasting Ltd.   900,000  3,794
Radiomutuel, Inc. Class A  100,000  400
Radio Pacific  100,000  220
Southern Cross Broadcasting Australia Ltd.   102,443  416
Tele-Metropole, Inc. Class B (a)  150,000  1,746
TV 4 AB Class A  30,000  569
WIC (Western International Communications) Class B  25,000  329
  44,216
ENTERTAINMENT - 1.2%
Harveys Casino Resorts  11,500  230
King World Productions, Inc. (a)  1,248,400  44,787
Sydney Aquarium Ltd.   250,000  677
Television & Media Services Ltd. (a)  500,000  278
Vacation Break USA, Inc. (a)  48,100  589
Vaughns, Inc. (a)(c)  190,000  2,114
  48,675
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
LEISURE DURABLES & TOYS - 0.2%
Arctco, Inc.   29,400 $ 312
Golden Bear Golf, Inc.   10,000  160
Rexhall Industries, Inc. (a)  50,625  310
Varsity Spirit Corp. (c)  439,750  7,366
  8,148
LODGING & GAMING - 0.1%
Griffin Gaming & Entertainment, Inc. (a)  33,200  394
Riviera Holdings Corp.   2,200  34
Sands Regent (c)  286,072  1,180
Sholodge, Inc. (a)  218,800  2,844
Supertel Hospitality, Inc. (a)  39,500  405
  4,857
PUBLISHING - 0.7%
Adscene Group PLC Class L  150,000  390
Aamulehti Yhtynae Oy:
Series II  36,100  924
 Series II (e)  25,000  640
Culturecom Holdings Ltd.   1,000,000  30
Independent Newspapers Ltd.   50,000  177
Nation Publishing Group (For. Reg.)  50,000  151
Perskor Groep Beperk  45,000  1,552
Sadlier (William H.), Inc.   8,000  90
Schibsted AS, Series B  100,000  1,398
Talentum Oy Class B (c)  203,200  2,375
WSOY (Werner Soderstrom) Class B (c)  775,000  15,878
Wegener Tijil NV  15,250  1,660
  25,265
RESTAURANTS - 1.4%
ARK Restaurants Corp. (a)(c)  222,600  2,170
Brinker International, Inc. (a)  375,000  4,922
Buffets, Inc. (a)  1,106,500  13,900
Consolidated Products, Inc. (a)  546,200  7,920
Elxsi Corp. (a)  230,000  1,236
Fine Host Corp. (a)  25,000  263
IHOP Corp. (a)  355,100  8,167
M Corp, Inc. (a)(c)  272,500  545
My Kinda Town PLC Class L  50,000  111
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - CONTINUED
Mortons Restaurant Group, Inc. (a)  80,100 $ 1,282
Ryan's Family Steak Houses, Inc. (a)  500,000  3,813
Sbarro, Inc.   412,700  9,544
Sonic Corp. (a)  96,500  2,039
  55,912
TOTAL MEDIA & LEISURE   187,073
NONDURABLES - 3.3%
AGRICULTURE - 0.2%
Sylvan Foods Holdings, Inc. (a)(c)  631,900  6,793
BEVERAGES - 0.1%
Celestial Seasonings, Inc. (a)  46,500  1,023
Compania Cervejaria Brahma PN (Pfd. Reg.)  1,000,000  610
Coors (Adolph) Co. Class B  115,800  2,186
Todhunter International, Inc. (a)  86,900  826
  4,645
FOODS - 0.7%
Cultor OY, Series 1  10,000  501
Darling International, Inc. (a)  45,000  1,238
Earthgrains Co.   151,100  4,949
GoodMark Foods, Inc.   108,000  1,512
Man (E D & F) Group PLC  250,000  650
Raision Tehtaat:
Class E (New)  15,018  1,020
 Class V  70,090  4,838
Riviana Foods, Inc.   773,800  12,477
Thorn Apple Valley, Inc.   11,500  115
Western Beef, Inc. (a)  62,500  570
  27,870
HOUSEHOLD PRODUCTS - 1.2%
Allou Health & Beauty Care, Inc. Class A (a)(c)  313,400  1,880
American Safety Razor Co.   75,000  853
DSG International Ltd. (a)(c)  688,200  7,398
Helen of Troy Corp. (a)(c)  1,340,600  18,434
Jean Philippe Fragrances, Inc. (a)(c)  774,900  5,424
Nutramax Products, Inc.   5,000  43
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - CONTINUED
Oriflame International SA (a)  398,700 $ 3,133
Premark International, Inc.   332,500  5,985
Safeskin Corp.   34,700  1,267
Stephan Co. (c)  412,200  5,719
  50,136
TOBACCO - 1.1%
BAT Industries PLC Ord.   2,850,000  22,351
Dimon, Inc.   74,000  1,397
Standard Commercial Corp.   157,100  2,101
UST, Inc.   500,000  16,625
W.D. & H.O. Wills Holdings Ltd.   408,700  711
  43,185
TOTAL NONDURABLES   132,629
PRECIOUS METALS - 0.6%
Industrias Penoles SA  4,900,000  20,349
Richmont Mines, Inc. (a)  432,700  1,621
Terra Mining AB (e)  125,000  2,559
TOTAL PRECIOUS METALS   24,529
RETAIL & WHOLESALE - 7.2%
APPAREL STORES - 1.1%
Baker (J.), Inc.   440,600  2,864
Buckle, Inc. (The) (a)  137,400  3,675
Chateau Stores of Canada Ltd. Class A  142,900  572
Claire's Stores, Inc.   149,950  4,292
Designs, Inc. (a)  296,500  1,705
Frederick's of Hollywood:
Class A  25,200  101
 Class B  172,600  647
Gantos, Inc. (a)  300,000  1,294
ICC International PLC (For. Reg.)  50,000  395
Melville Corp.   272,100  10,643
One Price Clothing Stores, Inc. (a)(c)  970,600  4,004
Pantorama Industries, Inc. (a)  100,000  73
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
APPAREL STORES - CONTINUED
Ross Stores, Inc.   318,400 $ 9,393
S & K Famous Brands, Inc. (a)(c)  373,900  3,038
Shoe Carnival, Inc. (a)  515,000  2,382
  45,078
DRUG STORES - 0.3%
Jean Coutu Group, Inc. Class A (c)  1,350,000  8,445
Vitalink Pharmacy Services, Inc. (a)  243,800  5,516
  13,961
GENERAL MERCHANDISE STORES - 2.7%
Algonquin Mercantile Corp.   49,700  181
Carson Pirie Scott & Co. (a)  30,900  688
Duckwall-Alto Stores, Inc. (a)  129,700  1,816
Family Dollar Stores, Inc.   523,600  8,247
K mart Corp.   909,700  9,097
Lechters, Inc. (a)(c)  1,465,400  7,419
Mac Frugals Bargains Closeouts, Inc. (a)(c)  1,553,100  28,537
99 Cents Only Stores (a)(c)  232,000  3,190
Service Merchandise Co., Inc. (a)  2,246,000  10,388
Stein Mart, Inc.   200,700  4,265
Uni Marts, Inc.   229,700  1,751
Venture Stores, Inc. (a)  672,000  3,612
Wal-Mart Stores, Inc.   1,150,000  27,600
  106,791
GROCERY STORES - 0.9%
Food Lion, Inc. Class A  2,074,800  18,673
Riser Foods, Inc. Class A (c)  673,000  15,816
  34,489
RETAIL & WHOLESALE, MISCELLANEOUS - 2.0%
Betterware PLC  540,000  907
Blair Co.   325,700  7,491
Brookstone, Inc. (a)(c)  739,600  7,396
Celebrity, Inc. (a)(c)  333,900  1,252
Cole National Corp. Class A (a)(c)  1,100,000  18,427
Fabri-Centers of America, Inc. (a):
Class A  174,900  2,602
 Class B (non-vtg.)  386,400  5,506
Farepak PLC  50,000  231
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Finlay Enterprises, Inc. (a)  300,600 $ 4,058
Finish Line, Inc. Class A (a)  67,800  1,339
Flying Flowers Ltd. unit  29,166  86
Land's End, Inc. (a)  168,200  3,406
Little Switzerland, Inc. (a)  99,200  434
Old American Stores, Inc. (a)(c)  375,600  2,629
Partridge Fine Arts PLC  200,000  224
Piercing Pagoda, Inc. (a)  53,500  936
Rex Stores Corp. (a)  170,000  2,189
Sound Advice, Inc. (a)(c)  365,400  548
Sound Advice, Inc. (warrants) (a)  11,205  -
Transmedia Network, Inc.   321,400  2,089
Tuesday Morning Corp. (a)  94,000  1,093
Waban, Inc. (a)  959,700  18,234
Wolohan Lumber Co.   8,000  80
  81,157
TRADING COMPANIES - 0.2%
Hagemeyer NV  121,938  9,321
TOTAL RETAIL & WHOLESALE   290,797
SERVICES - 3.1%
ADVERTISING - 0.3%
ADVO, Inc.   126,300  1,184
American List Corp. (c)  437,580  11,486
Ariely Advertising Ltd.   112,000  476
John Singleton Advertising Ltd.   200,000  511
More O'Ferrall PLC  25,000  242
  13,899
EDUCATIONAL SERVICES - 0.0%
Strayer Education, Inc.   136,000  1,479
PRINTING - 0.6%
Cadmus Communications Corp.   22,000  278
Devon Group, Inc. (a)(c)  549,600  15,114
Graphic Industries, Inc. (c)  589,000  5,448
Paris Corp. (a)  164,500  699
Pubco Corp. (a)  164,000  1,210
Unidigital, Inc. (a)(c)  50,000  325
  23,074
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
SERVICES - CONTINUED
SERVICES - 2.2%
Barbers Hairstyling for Men, Inc. (a)  8,500 $ 87
Barefoot, Inc.   340,300  3,488
Berlitz International, Inc. (a)  40,100  837
Caldwell Partners International, Inc. Class A (non-vtg.)  725,000  3,164
Concord Career Colleges, Inc. (a)  250,000  250
Craig (Jenny), Inc. (a)(c)  1,235,700  20,234
Ecco Travaille Tempoire SA  25,000  2,302
FYI, Inc. (a)(c)  150,300  2,555
Firstservice Corp. (a)  10,000  36
Forensic Technologies International Corp. (a)  14,000  130
Franklin Quest Co.   44,800  885
ICTS Holland Production BV (a)  75,000  759
Insurance Auto Auctions, Inc. (a)  118,800  1,173
LCS Industries, Inc.   40,000  430
Lawyers Title Corp. (c)  617,800  12,356
Mail Boxes Etc. (a)  141,200  2,753
Morgan & Banks Ltd.   400,000  1,145
OroAmerica, Inc. (a)(c)  384,700  2,260
PCA International, Inc.   25,600  413
Programming & Systems, Inc. (a)(c)  313,300  3
Railtrack Group PLC (e)  1,968,000  6,951
Rentokil Group PLC  500,000  3,027
Right Management Consultants, Inc. (c)  599,400  12,288
Sophus Berendsen AS, Series B  9,000  1,172
Supercuts, Inc. (a)  426,500  3,732
Thomas Group (a)(c)  341,900  5,428
  87,858
TOTAL SERVICES   126,310
TECHNOLOGY - 8.1%
COMMUNICATIONS EQUIPMENT - 0.6%
Amper SA (Reg.) (a)  75,000  924
Circuit Systems, Inc. (a)(c)  329,800  1,690
Communications Systems, Inc. (c)  500,000  6,250
Dycom Industries, Inc. (a)  149,000  1,658
Echostar Communications Corp. Class A  35,000  954
IPC Information Systems, Inc. (a)(c)  769,100  10,863
Napco Security Systems, Inc. (a)  196,800  763
  23,102
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - 4.4%
American Business Information, Inc. (a)(c)  2,077,050 $ 28,300
Ark AS  48,000  860
BancTec, Inc. (a)  938,500  19,709
Black Box Corp. (a)(c)  849,900  20,928
Boole & Babbage, Inc. (a)  68,000  1,649
Broadway & Seymour, Inc. (a)  200,000  2,150
Cheyenne Software, Inc. (a)  425,000  7,544
Claremont Technology Group, Inc.   75,000  1,266
Computer Power Group Ltd. (a)  200,000  456
Computer Data Systems, Inc. (c)  570,200  13,043
Coreco, Inc. (a)(e)  134,500  543
Digi International, Inc. (a)  260,000  3,315
ECI Telecom Ltd.   225,000  3,909
Edusoft Ltd. (a)  134,500  521
Enea Data AB, Series B Free shares (c)  122,700  1,972
Equitrac Corp. (a)(c)  217,700  1,742
FactSet Research Systems, Inc. (a)  15,000  300
Frontec AB, Series B  104,600  1,237
GSE System, Inc. (a)(c)  331,600  3,648
GEAC Computer Ltd. (a)  125,000  1,546
Government Technology Services, Inc. (a)(c)  666,500  3,582
Group 1 Software, Inc. (a)  165,400  1,489
Inacom Corp. (a)  182,600  4,063
Mai Systems Corp. (a)  212,250  1,645
Merkantildata  50,000  624
Metromail Corp. (a)  208,000  4,030
Misys PLC Ord.   195,700  2,330
New Dimension Software Ltd. (a)  145,700  729
Orcad, Inc. (a)  133,700  1,337
Ozemail Ltd. sponsored ADR (a)  142,500  1,104
Rainbow Technologies, Inc. (a)(c)  434,500  7,658
Restrac, Inc.   25,000  272
SPSS, Inc. (a)  236,200  5,964
Smith Micro Software, Inc. (a)  90,800  556
Software Spectrum, Inc. (a)  90,700  2,041
Softkey International, Inc. (a)  483,800  8,950
Softdesk, Inc. (a)  183,000  1,098
TECNOST Spa  40,000  69
TT Teito Oy  250,000  12,247
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
USCS International, Inc. (a)  27,000 $ 486
Unicomp, Inc. (a)(c)  431,800  2,483
Walsh International, Inc. (a)  58,500  475
Worldtalk Communications Corp. (a)  22,000  220
  178,090
COMPUTERS & OFFICE EQUIPMENT - 0.9%
Cybex Corp. (a)  47,900  671
Genicom Corp. (a)(c)  630,000  2,599
International Imaging Materials, Inc. (a)  218,300  4,448
Kentek Information Systems, Inc. (a)(c)  197,000  1,625
Mizar, Inc. (a)  44,500  245
Performance Technologies, Inc. (a)  90,000  1,181
Pomeroy Computer Resources, Inc. (a)  135,000  2,194
Quantum Corp. (a)  1,656,400  20,083
Southern Electronics Corp. (a)  336,500  1,998
  35,044
ELECTRONIC INSTRUMENTS - 0.4%
Aeroflex, Inc. (a)  93,300  525
BTU International, Inc. (a)  263,800  857
Credence Systems Corp. (a)  190,500  2,524
DSP Technology, Inc. (a)(c)  160,800  844
Elscint Ltd. (a)  556,100  5,631
Hurco Companies, Inc. (a)  215,928  1,080
Lam Research Corp.   105,000  2,336
Mesa Laboratories, Inc. (a)  57,900  398
Reliability, Inc. (a)  208,300  1,224
Safetytek Corp. (a)  56,200  548
  15,967
ELECTRONICS - 1.7%
ASM Pacific Technology Ltd.   2,392,000  1,531
Bel Fuse, Inc. (a)  177,900  1,712
Benchmarq Microelectronics, Inc. (a)  55,000  399
Bergman & Beving AB Class B Free shares  300,000  8,872
C-MAC Industries, Inc. (a)  100,000  498
Corcom, Inc. (a)(c)  276,500  2,091
DH Technology, Inc. (a)  252,400  5,963
Dallas Semiconductor Corp.   1,253,000  22,083
Finvest OY Class B  357,500  358
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Griffon Corp. (a)(c)  1,528,900 $ 12,613
Kyocera Corp. (warrants) (a)  1,500  1,303
Linear Technology Corp.   120,000  3,780
Micro Linear Corp. (a)  170,800  1,196
Quality Semiconductor, Inc. (a)(c)  421,900  2,057
Samsung Electronics Co. Ltd. GDS (vtg.) (e)  248  13
Siliconix, Inc. (a)  23,100  416
Smartflex Systems, Inc. (a)  187,000  1,917
Sterling Electronics Corp.   43,000  543
Wongs Industrial International  7,000,000  1,150
  68,495
PHOTOGRAPHIC EQUIPMENT - 0.1%
Imation Corp.   250,000  5,687
Wescam, Inc. (a)  125,000  605
  6,292
TOTAL TECHNOLOGY   326,990
TRANSPORTATION - 3.2%
AIR TRANSPORTATION - 0.8%
America West Airlines, Inc. Class B (a)  274,400  4,390
Atlantic Southeast Airlines, Inc.   417,700  9,868
Helikopter Services AS  200,110  2,295
Midwest Express Holdings, Inc. (a)(c)  500,000  13,188
Qantas Airways Ltd. sponsored ADR (e)  47,400  741
Transat AT, Inc. (a)  175,000  3,055
  33,537
RAILROADS - 0.8%
Canadian National Railway Co. 1st Installment Receipt (f)  1,750,000 
31,885
Genesee & Wyoming, Inc. Class A (a)  80,000  1,800
  33,685
TRUCKING & FREIGHT - 1.6%
Air Express International Corp.   478,500  12,561
Arnold Industries, Inc.   913,600  12,905
Cannon Express, Inc. (a)(c)  271,200  2,712
Hub Group, Inc. Class A (a)  102,500  1,973
Landstar System, Inc. (a)  70,100  1,805
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - CONTINUED
Mark VII, Inc.   156,000 $ 3,237
Marten Transport Ltd. (a)(c)  293,900  3,821
MTL, Inc. (a)  218,000  3,815
Pittston Co. (Burlington Group)  928,500  16,944
USFreightways Corp.   150,000  2,653
  62,426
TOTAL TRANSPORTATION   129,648
UTILITIES - 6.2%
CELLULAR - 1.0%
Boston Communications Group, Inc. (a)  10,000  140
Century Telephone Enterprises, Inc.   1,072,400  34,183
Orange PLC (a)  300,000  817
Palmer Wireless, Inc. (a)  117,200  2,036
Rural Cellular Corp. Class A (a)  100,000  950
Star Telecom International Holding Ltd.   1,002,000  282
Vodafone Group PLC  400,000  1,428
  39,836
ELECTRIC UTILITY - 0.9%
British Energy PLC (e)  1,000,000  1,548
Gas Y Electricidad  25,000  1,322
National Grid Co. PLC  9,100,000  24,922
Northern Ireland Electric PLC  812,900  4,478
Scottish Power PLC ADR  250,000  1,225
Scottish Hydro-Electric PLC Ord.   250,000  1,138
  34,633
GAS - 0.7%
Aquila Gas Pipeline Corp.   956,800  12,080
Southwestern Energy Co.   515,200  7,277
USX-Delhi Group (c)  831,800  9,878
  29,235
TELEPHONE SERVICES - 0.3%
Atlantic Tele-Network, Inc. (a)  121,300  2,547
Davel Communications Group, Inc. (a)(c)  444,800  6,894
Portugal Telecom SA sponsored ADR  150,000  3,844
  13,285
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UTILITIES - CONTINUED
WATER - 3.3%
Anglian Water Ord.   865,000 $ 7,538
Hyder PLC  4,350,002  47,213
Severn Trent PLC Ord.  700,000  6,241
South West Water PLC Ord.   500,000  5,532
Southern Water PLC Ord.   1,100,000  17,972
Thames Water PLC Ord.   800,000  6,716
Yorkshire Water PLC Ord.   4,250,039  41,796
  133,008
TOTAL UTILITIES   249,997
TOTAL COMMON STOCKS
(Cost $2,829,888)   3,239,796
PREFERRED STOCKS - 1.6%
CONVERTIBLE PREFERRED STOCKS - 1.5%
CONSTRUCTION & REAL ESTATE - 0.0%
CONSTRUCTION - 0.0%
U S Home Corp.   45,000  962
ENERGY - 1.2%
OIL & GAS - 1.2%
Atlantic Richfield Co. exchangeable $2.23  1,824,100  41,726
Gerrity Oil & Gas Corp. $1.50  200,000  2,475
Goodrich Petroleum Corp., Series A  80,200  521
Patina Oil & Gas Corp. $1.78  127,638  2,968
TOTAL ENERGY   47,690
NONDURABLES - 0.3%
TOBACCO - 0.3%
RJR Nabisco Holdings Corp. depositary shares 
representing 1/10 pfd., Series C  2,000,000  12,251
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
RETAIL & WHOLESALE - 0.0%
GENERAL MERCHANDISE STORES - 0.0%
Venture Stores, Inc. $3.25  29,400 $ 742
TOTAL CONVERTIBLE PREFERRED STOCKS   61,645
NONCONVERTIBLE PREFERRED STOCKS - 0.1%
DURABLES - 0.0%
TEXTILES & APPAREL - 0.0%
Weber (Gerry) International AG  12,000  546
UTILITIES - 0.1%
TELEPHONE SERVICES - 0.1%
Telecom Italia Mobile Spa de Risp  2,000,000  2,426
WATER - 0.0%
Hyder PLC redeemable  500,000  762
TOTAL UTILITIES   3,188
TOTAL NONCONVERTIBLE PREFERRED STOCKS   3,734
TOTAL PREFERRED STOCKS
(Cost $67,074)   65,379
CORPORATE BONDS - 0.5%
 MOODY'S RATINGS PRINCIPAL 
 (UNAUDITED)(G) AMOUNT (000S)(B) 
CONVERTIBLE BONDS - 0.5%
BASIC INDUSTRIES - 0.0%
PAPER & FOREST PRODUCTS - 0.0%
St Laurent Paperboard, Inc. 8%, 6/15/04 (e)  - CAD 1,000  836
DURABLES - 0.0%
AUTOS, TIRES, & ACCESSORIES - 0.0%
Mercury Air Group, Inc. 7 3/4%, 2/1/06  B-  500  505
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
CONVERTIBLE BONDS - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
Park Ohio Industries, Inc. 7 1/4%, 6/15/04 (d)  - $ 2,000 $ 1,900
TECHNOLOGY - 0.4%
COMPUTER SERVICES & SOFTWARE - 0.1%
Softkey International, Inc. 5 1/2%, 
11/1/00 (e)  -  5,000  3,900
COMPUTERS & OFFICE EQUIPMENT - 0.2%
Quantum Corp. 5%, 3/1/03 (e)  B2  10,000  8,400
ELECTRONICS - 0.1%
United Microelectronics Corp. euro 1 1/4%, 
6/8/04  -  4,660  5,266
TOTAL TECHNOLOGY   17,566
TOTAL CONVERTIBLE BONDS   20,807
NONCONVERTIBLE BONDS - 0.0%
FINANCE - 0.0%
SECURITIES INDUSTRY - 0.0%
Everen Capital Corp. 13 1/2%, 9/15/07  -  782  876
TOTAL CORPORATE BONDS
(Cost $26,478)   21,683
REPURCHASE AGREEMENTS - 17.4%
 MATURITY 
 AMOUNT
 (000S)
Investments in repurchase agreements 
(U.S. Treasury obligations), in a joint 
trading account dated 
7/31/96 due 8/1/96:
 At 5.65%  $ 695,149  695,040
  At 5.66%   5,081  5,080
  700,120
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $3,623,560)  $ 4,026,978
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
LEGEND
1. Non-income producing
2. Principal amount is stated in United States dollars unless otherwise
noted.
3. Affiliated company (see Note 6 of Notes to Financial Statements).
4. 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)
Park Ohio Industries, Inc.
 7 1/4%, 6/15/04 6/6/94 $ 2,000
5. 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 $74,604,000 or 1.9% of net
assets.
6. Purchased on an installment basis. Market value reflects only those
payments made through July 31, 1996. The remaining installment for Canadian
National Railway, aggregating CAD 18,813,000, is due November 26, 1996. The
remaining installments for Petro-Canada, aggregating CAD 1,241,000 are due
September 23, 1996 and March 24, 1997.
7. Standard & Poor's credit ratings are used in the absence of a rating by
Moody's Investors Service, Inc.
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States  78.8%
United Kingdom  6.9
Canada  4.8
Finland  2.1
Sweden  1.6
Norway  1.2
Others (individually less than 1%)  4.6
TOTAL  100.0%
INCOME TAX INFORMATION
At July 31, 1996, the aggregate cost of investment securities for income
tax purposes was $3,624,600,000. Net unrealized appreciation aggregated
$402,378,000, of which $596,400,000 related to appreciated investment
securities and $194,022,000 related to depreciated investment securities. 
The fund hereby designates approximately $32,649,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                               <C>        <C>           
AMOUNTS IN THOUSANDS  (EXCEPT PER-SHARE AMOUNTS) JULY 31, 1996                             
 
ASSETS                                                                                     
 
Investment in securities, at value (including repurchase                     $ 4,026,978   
agreements of $700,120) (cost $3,623,560) -                                                
See accompanying schedule                                                                  
 
Cash                                                                          1            
 
Receivable for investments sold                                               17,074       
 
Receivable for fund shares sold                                               7,584        
 
Dividends receivable                                                          6,380        
 
Interest receivable                                                           408          
 
Redemption fees receivable                                                    2            
 
Other receivables                                                             531          
 
 TOTAL ASSETS                                                                 4,058,958    
 
LIABILITIES                                                                                
 
Payable for investments purchased                                 $ 29,263                 
 
Payable for fund shares redeemed                                   7,069                   
 
Accrued management fee                                             2,695                   
 
Other payables and accrued expenses                                1,389                   
 
 TOTAL LIABILITIES                                                            40,416       
 
NET ASSETS                                                                   $ 4,018,542   
 
Net Assets consist of:                                                                     
 
Paid in capital                                                              $ 3,254,350   
 
Undistributed net investment income                                           35,638       
 
Accumulated undistributed net realized gain (loss) on                         324,881      
investments and foreign currency transactions                                              
 
Net unrealized appreciation (depreciation) on                                 403,673      
investments and assets and liabilities in foreign                                          
currencies                                                                                 
 
NET ASSETS, for 202,243 shares outstanding                                   $ 4,018,542   
 
NET ASSET VALUE and redemption price per share                                $19.87       
($4,018,542 (divided by) 202,243 shares)                                                   
 
Maximum offering price per share                                              $20.48       
(100/97.00 of $19.87)                                                                      
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>          <C>          
AMOUNTS IN THOUSANDS  YEAR ENDED JULY 31, 1996                                       
 
INVESTMENT INCOME                                                       $ 49,161     
Dividends (including $6,148 received from                                            
affiliated issuers)                                                                  
 
Interest                                                                 42,740      
 
                                                                         91,901      
 
Less foreign taxes withheld                                              (3,419)     
 
 TOTAL INCOME                                                            88,482      
 
EXPENSES                                                                             
 
Management fee                                             $ 23,452                  
Basic fee                                                                            
 
 Performance adjustment                                     3,918                    
 
Transfer agent fees                                         7,966                    
 
Accounting fees and expenses                                782                      
 
Non-interested trustees' compensation                       33                       
 
Custodian fees and expenses                                 514                      
 
Registration fees                                           447                      
 
Audit                                                       62                       
 
Legal                                                       25                       
 
Miscellaneous                                               21                       
 
 Total expenses before reductions                           37,220                   
 
 Expense reductions                                         (475)        36,745      
 
NET INVESTMENT INCOME                                                    51,737      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                  
Net realized gain (loss) on:                                                         
 
 Investment securities (including realized gain of          425,923                  
$50,007 on sales of investments in affiliated issuers)                               
 
 Foreign currency transactions                              417          426,340     
 
Change in net unrealized appreciation (depreciation) on:                             
 
 Investment securities                                      (121,920)                
 
 Assets and liabilities in foreign currencies               44           (121,876)   
 
NET GAIN (LOSS)                                                          304,464     
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                         $ 356,201    
FROM OPERATIONS                                                                      
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>           <C>           
AMOUNTS IN THOUSANDS                                      YEAR ENDED    YEAR ENDED    
                                                          JULY 31,      JULY 31,      
                                                          1996          1995          
 
INCREASE (DECREASE) IN NET ASSETS                                                     
 
Operations                                                $ 51,737      $ 32,141      
Net investment income                                                                 
 
 Net realized gain (loss)                                  426,340       175,957      
 
 Change in net unrealized appreciation (depreciation)      (121,876)     345,583      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           356,201       553,681      
FROM OPERATIONS                                                                       
 
Distributions to shareholders                              (37,877)      (12,296)     
From net investment income                                                            
 
 From net realized gain                                    (204,731)     (264,897)    
 
 TOTAL DISTRIBUTIONS                                       (242,608)     (277,193)    
 
Share transactions                                         1,468,403     859,444      
Net proceeds from sales of shares                                                     
 
 Reinvestment of distributions                             237,135       271,488      
 
 Cost of shares redeemed                                   (748,770)     (627,283)    
 
 Redemption fees                                           900           579          
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           957,668       504,228      
FROM SHARE TRANSACTIONS                                                               
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  1,071,261     780,716      
 
NET ASSETS                                                                            
 
 Beginning of period                                       2,947,281     2,166,565    
 
 End of period (including undistributed net investment    $ 4,018,542   $ 2,947,281   
income of $35,638 and $23,018, respectively)                                          
 
OTHER INFORMATION                                                                     
Shares                                                                                
 
 Sold                                                      75,258        50,657       
 
 Issued in reinvestment of distributions                   12,697        16,520       
 
 Redeemed                                                  (38,819)      (37,030)     
 
 Net increase (decrease)                                   49,136        30,147       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                               <C>                    <C>       <C>       <C>       <C>       
                                  YEARS ENDED JULY 31,                                           
 
                                  1996                   1995      1994 C    1993      1992      
 
SELECTED PER-SHARE DATA                                                                          
 
Net asset value, beginning        $ 19.25                $ 17.62   $ 17.19   $ 14.94   $ 12.63   
of period                                                                                        
 
Income from Investment                                                                           
Operations                                                                                       
 
 Net investment income             .26                    .20       .06       .15       .11      
 
 Net realized and unrealized       1.83                   3.57      2.15      2.88      2.93     
 gain (loss)                                                                                     
 
 Total from investment             2.09                   3.77      2.21      3.03      3.04     
 operations                                                                                      
 
                                                                                                 
 
Less Distributions                                                                               
 
 From net investment income        (.23)                  (.09)     (.16)     (.10)     (.15)    
 
 From net realized gain            (1.24)                 (2.05)    (1.62)    (.69)     (.60)    
 
 Total distributions               (1.47)                 (2.14)    (1.78)    (.79)     (.75)    
 
Redemption fees added to           -                      -         -         .01       .02      
paid in capital                                                                                  
 
Net asset value,                  $ 19.87                $ 19.25   $ 17.62   $ 17.19   $ 14.94   
end of period                                                                                    
 
TOTAL RETURN A, B                  11.50%                 23.81%    13.67%    21.32%    25.55%   
 
RATIOS AND SUPPLEMENTAL                                                                          
DATA                                                                                             
 
Net assets, end of period         $ 4,019                $ 2,947   $ 2,167   $ 2,116   $ 928     
(in millions)                                                                                    
 
Ratio of expenses to average       1.05%                  1.12%     1.14%     1.12%     1.20%    
net assets                                                                                       
 
Ratio of expenses to average       1.04%                  1.11%     1.13%     1.12%     1.20%    
net assets after expense          D                      D         D                             
reductions                                                                                       
 
Ratio of net investment income     1.46%                  1.31%     .51%      1.00%     1.27%    
to average net assets                                                                            
 
Portfolio turnover rate            79%                    65%       54%       47%       82%      
 
</TABLE>
 
J THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO 
FINANCIAL STATEMENTS).
K TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
L EFFECTIVE AUGUST 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION 
OF INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY 
REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
M FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1996
 
 
1. 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 financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (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.
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 included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign 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, passive foreign investment companies (PFIC),
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 the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
REDEMPTION FEES. Shares held in the fund less than 90 days are subject to a
redemption fee equal to 1.5% of the proceeds of the redeemed shares. The
fee, which is retained by the fund, is accounted for as an addition to paid
in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
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. 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.
2. OPERATING POLICIES - 
CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that mature in
60 days or less from the date of purchase for U.S. Treasury or Federal
Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above. 
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 securities that
are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from registration
or to the public if the securities are registered. Disposal of these
securities may involve time-consuming negotiations and expense, and prompt
sale at an acceptable price may be difficult. At the end of the period,
restricted securities (excluding 144A issues) amounted to $1,900,000 or .1%
of net assets.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $2,631,509,000 and $2,237,556,000, respectively, of which U.S.
government and government agency obligations aggregated $215,813,000 and
$219,458,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. 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 annual rate of .77% 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 $5,685,000 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. FSC receives account fees and asset-based fees
that vary according to account size and type of account. FSC pays for
typesetting, printing and mailing of all shareholder reports, except proxy
statements. For the period, the transfer agent fees were equivalent to an
annual rate of .22% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
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 $591,000 for the period.
5. 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
$402,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby interest earned on uninvested cash balances was used
to offset a portion of the fund's expenses. During the period, the fund's
custodian and transfer agent fees were reduced by $15,000 and $58,000,
respectively, under these arrangements.
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 during the period with
companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND VALUE
AFFILIATES COST COST INCOME 
AAF Industries PLC  $ - $ - $ - $ 331
AEP Industries, Inc.   2,579  833  8  13,521
Aceto Corp.    2,583  174  127  6,090
Alamco, Inc.    -  -  -  5,293
Allied Products Corp.   -  2,240  -  -
Allied Research Corp.   1,011  -  -  2,104
Allou Health & Beauty Care, Inc.
 Class A   -  935  -  1,880
America Service Group, Inc.   562  886  -  2,415
American Business Information, Inc.   1,902  -  -  28,300
American Consumer Products Corp.   -  915  -  -
American Indemnity Financial Corp.   -  -  58  2,086
American List Corp.    4,954  -  207  11,486
Amwest Insurance Group, Inc.   825  -  37  2,082
Andover Bancorp., Inc.    -  3,648  134  -
ARI Holdings, Inc.   -  1,915  -  - 
ARK Restaurants Corp.    -  17  -  2,170
Aztec Manufacturing Co.    286  -  16  3,559
Bank Atlantic Bancorp., Inc.    -  4,280  159  8,076
BankUnited Financial Corp. Class A   -  28  -  834
Banyan Short Term Income Trust (SBI)   -  -  -  449
Banyan Strategic Land Trust (SBI)   -  -  397  3,967
Bel Fuse, Inc.    2,008  5,339  -  -
Beijer Ag (G&L), Series B   352  -  116  3,385
Bio-Rad Laboratories, Inc. Class A   1,746  1,851  -  -
Black Box Corp.   245  314  -  20,928
Brookstone, Inc.   3,770  -  -  7,396
BTU International, Inc.    17  460  -  -
Bush Industries, Inc. Class A   1,034  219  8  9,603
Cannon Express, Inc.   318  -  -  2,712
Cannon Express, Inc. Class B   420  2,341  -  -
Castle Energy Corp.    -  2,217  -  10,133
Cavco Industries Inc.    28  21  -  3,458
CEC Resources Ltd.    -  -  -  632
Celebrity, Inc.    30  -  -  1,252
Chempower, Inc.    -  -  -  2,880
Circuit Systems, Inc.   223  1,431  -  1,690
Cityscape Financial Corp.   -  1,494  -  -
Coastal Bancorp., Inc.    3,938  276  104  8,484
Cogeco Cable, Inc.    22  -  74  1,800
Cohu, Inc.    -  3,990  121  -
Cold Metal Products, Inc.   118  228  -  2,950
6. TRANSACTIONS WITH AFFILIATED 
COMPANIES - CONTINUED
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND VALUE
AFFILIATES COST COST INCOME 
Cole National Corp. Class A  $ 1,794 $ - $ - $ 18,427
Collective Bancorp, Inc.   -  1,832  -  -
Columbus Energy Corp.    -  4  -  2,498
Columbus McKinnon Corp.    8,181  -  63  7,802
Communications Systems, Inc.    557  64  71  6,250
Computalog Ltd.    297  744  -  3,476
Computer Data Systems, Inc.   1,360  -  55  13,043
Concord Fabrics, Inc Class A   -  5  -  1,330
Consolidated Products, Inc.   -  448  -  -
Continental Homes Holding Corp.   2,071  -  45  8,601
Corcom, Inc.     656  -  -  2,091
Craig (Jenny), Inc.    3,010  -  -  20,234
Crazy Woman Creek Bancorp., Inc.    1,056  -  5  1,031
Cube Energy Corp.   -  -  -  1,531
Datron Systems, Inc.    -  1,214  -  -
Davel Communications Group, Inc.   -  73  -  6,894
Decorator Industries, Inc.   69  283  54  2,207
Devon Group, Inc.    -  658  -  15,114
Dorel Industries Class B (sub-vtg.)   2,299  -  -  6,486
Dreco Energy Services Ltd. Class A   37  373  -  9,329
Drew Industries, Inc.   1,736  -  -  7,741
DSG International Ltd.   2,891  -  -  7,398
DSP Technology, Inc.    159  -  -  844
Durakon Industries, Inc.    -  -  -  8,799
EDAC Technologies Corp.    -  92  -  264
Elco Industries, Inc.   -  5,454  -  - 
Enea Data AB Series B Free shares   -  -  31  1,972
ENEX Resources Corp.   -  -  29  1,371
Equitrac Corp.    225  97  -  1,742
Exar Corp.   -  4,307  -  -
Farm Family Holdings, Inc.    4,480  -  -  4,900
Federal Screw Works   -  -  120  2,910
Finish Line, Inc. Class A   -  -  -  -
First Central Financial Corp.    126  -  70  3,124
Firstbank Puerto Rico   3,440  1,268  525  31,923
First Financial Caribbean Corp.    456  -  119  -
Foremost Industries, Inc.    148  43  -  1,189
Future Now, Inc.   -  -  -  -
FYI, Inc.    1,952  -  -  2,555
Gainsco, Inc.   2,874  22  66  15,123
GBC Bancorp    1,667  920  144  12,043
Gehl Co.   713  1,654  -  2,395
Genicom Corp.    481  -  -  2,599
Giant Industries, Inc.   960  1,662  139  -
Government Technology Services, Inc.    -  -  -  3,582
Griffon Corp.    639  -  -  12,613
6. TRANSACTIONS WITH AFFILIATED 
COMPANIES - CONTINUED
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND VALUE
AFFILIATES COST COST INCOME 
Graphic Industries, Inc.   $ 2,876 $ - $ - $ 5,448
GSE System, Inc.    575  -  -  3,648
Haemonetics Corp.    3,002  659  -  29,198
Harding Lawson 
 Associations Group, Inc.   -  262  -  -
Hardinge, Inc.    6,687  395  110  -
Hein-Werner Corp.    295  -  -  1,325
Helen Of Troy Corp.    134  -  -  18,434
Herbalife International, Inc.    3,393  -  -  24,249
Home State Holdings, Inc.   -  -  -  2,137
HPSC, Inc.    -  -  -  2,159
Huffman Koos, Inc.   -  2,322  -  -
ILC Technology, Inc.    2,596  841  -  3,375
Inacom Corp.   2,803  5,390  -  -
Independence Federal Savings Bank   -  -  26  866
Intercontinental Life Corp.    1,418  -  -  3,832
Interface Systems, Inc.   -  1,160  4  -
Intermetco Ltd.    -  540  53  1,382
International Jensen, Inc.    -  -  -  6,237
International Recovery Corp.   -  -  -  -
Interphase Corp.   -  295  -  -
IPC Information Systems, Inc.   8,889  627  -  10,863
Jean Coutu Group, Inc. Class A   2,243  -  87  8,445
Jean Philippe Fragrances, Inc.   2,942  -  -  5,424
Kentek Information Systems, Inc.   1,576  -  -  1,625
Kentucky Electric Steel, Inc.    97  -  -  1,908
Key Energy Group, Inc.   -  -  -  4,763
Lakeview Financial Corp.    89  592  18  -
Laser Industries Ltd. Ord.   1,249  610  -  6,977
Lawyers Title Corp.    1,872  -  28  12,356
Lechters, Inc.    7,423  -  -  7,419
Libbey, Inc.   -  825  237  20,237
Lund International Holdings, Inc.    -  1,395  -  3,025
Luria (L.) & Son, Inc.    -  447  -  -
M Corp, Inc.    -  280  -  545
M/I Schottenstein Homes, Inc.   4,136  -  -  7,602
Mac Frugals Bargains Closeouts, Inc.    1,161  135  -  28,537
Marten Transport Ltd.   2,077  -  -  3,821
Merchants Group, Inc.   -  778  30  -
Mercury Air Group   1,368  408  28  3,985
Midwest Express Holdings, Inc.   110  -  -  13,188
Minntech Corp.   -  3,990  53  -
Monro Muffler Brake, Inc.    518  -  -  7,506
Moore Medical Corp.    1,836  -  -  3,481
Movado Group, Inc.    5,995  -  23  7,108
Natural Alternatives International, Inc.    2,009  -  -  4,699
6. TRANSACTIONS WITH AFFILIATED 
COMPANIES - CONTINUED
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND VALUE
AFFILIATES COST COST INCOME 
NSC Corp.   $ 21 $ - $ - $ 929
99 Cents Only Stores   -  -  -  3,190
OEC Medical Systems, Inc.    337  -  -  7,540
Old American Stores, Inc.   173  -  -  2,629
One Price Clothing Stores, Inc.    2,565  -  -  4,004
Oriole Homes Corp. Class B   -  -  -  2,007
OroAmerica, Inc.    11  -  -  2,260
Orthofix International   -  1,298  -  -
Orthopedic Technology, Inc.   -  1,075  -  -
Paris Corp.    -  295  -  -
Patrick Industries, Inc.   -  -  99  7,719
Pe Ben Oilfield Services Ltd.    -  -  -  463
Petroleum Development Corp.   -  -  -  2,963
Poncebank   2,334  93  189  8,892
Portec, Inc.    -  2,037  -  -
Premier Choix Tvec, Inc. Class A    -  -  44  2,809
Programming & Systems, Inc.    -  -  -  3
Pulse Engineering, Inc.   -  4,187  -  - 
Quality Semiconductor, Inc.   1,097  273  -  2,057
Quixote Corp.    -  2,821  51  -
Rainbow Technologies, Inc.   168  -  -  7,658
Raytech Corp.   -  -  -  978
Reliability, Inc.    -  171  -  -
Regal-Beloit Corp.    649  -  128  17,453
Rehabcare Corp.    632  -  -  7,029
Right Management Consultants, Inc.   -  -  -  12,288
Rightchoice Managed Care, Inc. 
 Class A   2,084  862  -  3,504
Riser Foods, Inc. Class A   3,274  782  120  15,816
RLI Corp.    75  1,292  267  11,400
S & K Famous Brands, Inc.    1,117  -  -  3,038
Sands Regent   326  -  13  1,180
Schult Homes Corp.    197  -  -  3,498
Security-Connecticut Corp.    -  783  54  -
Serv-Tech, Inc.   -  689  -  -
Sevenson Environmental Services, Inc.   -  1,172  32  1,284
Shelter Components Corp.    3,197  420  33  8,409
Smalls Oilfield Services Corp.   -  -  -  -
Software Spectrum, Inc.   -  1,059  -  -
Sound Advice, Inc.   -  71  -  548
Spartech Corp.   -  -  -  -
Steel of West Virginia, Inc.   1,159  250  -  4,890
Stephan Co.   2,969  -  29  5,719
Sterile Concepts Holdings   380  3,165  35  -
Stewart Information Services Corp.   -  -  121  10,819
Superior Energy Services, Inc.    -  -  -  328
6. TRANSACTIONS WITH AFFILIATED 
COMPANIES - CONTINUED
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND VALUE
AFFILIATES COST COST INCOME 
Superior Surgical 
 Manufacturing, Inc.   $ 157 $ - $ - $ 4,414
Swift Energy Co.   -  909  -  - 
Syds-Sonderjylland Holding   -  -  -  -
Sylvan Foods Holdings, Inc.    4,332  -  -  6,793
Syntellect, Inc.    -  2,208  -  -
Talentum Oy Class B   5  -  74  2,375
Tay Homes PLC   -  -  219  3,548
Terra Mining AB   -  900  -  -
Thomas Group   581  -  -  5,428
Transport Holdings, Inc. Class A   516  -  -  5,210
Transtechnology Corp.   1,066  -  -  5,609
Travel Ports of America   -  328  -  -
Uni Select, Inc.   -  268  80  4,964
Unicomp, Inc.    1,554  40  -  2,483
Unidigital, Inc.    -  -  -  325
Unionamerica Holdings PLC
 sponsored ADR   1,970  -  -  9,370 
United Insurance Companies, Inc.   4,600  -  -  36,758
United Video, Inc.    -  985  -  -
Universal Health Services, Inc. Class B   15,753  6,712  -  42,037
URS Corp.   -  -  -  3,082
USX-Delhi Group   2,496  -  126  9,878
Utah Medical Products, Inc.   369  720  -  9,615
Valley Forge Corp.    190  522  55  2,808
Varlen Corp.   2,937  4,221  33  -
Varsity Spirit Corp.    2,571  13  44  7,366
Vaughns, Inc.    302  -  -  2,114
Vertex Communications Corp.    2,226  -  -  7,911
Warren Bancorp., Inc.    953  -  23  3,615
Watsco, Inc. Class B   -  569  32  -
Watsco, Inc. Class A   -  2,761  11  -
Wedco Technology, Inc.    -  -  -  -
Weston (Roy F.), Inc. Class A   -  -  -  1,772
Williams Clayton Energy, Inc.    -  2,679  -  -
World Fuel Services Corp.    2,991  -  169  13,363
Worldtex Corp.    1,400  -  -  5,683
WSOY (Werner Soderstrom) Class B   6,399  -  262  15,878
York Group, Inc.    287  -  6  2,475
Zoom Telephonics, Inc.   -  343  -  -
TOTALS  $ 219,094 $ 126,193 $ 6,148 $ 1,067,359
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity
Low-Priced Stock Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Puritan Trust: Fidelity Low-Priced Stock Fund, including the
schedule of portfolio investments, as of July 31, 1996, and the related
statement  of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
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 July 31, 1996 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 Low-Priced Stock Fund as of July 31,
1996, the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended,
in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 11, 1996
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Low-Priced Stock Fund voted to pay on
September 9, 1996, to shareholders of record at the opening of business on
September 6, 1996, a distribution of $1.42 per share derived from capital
gains realized from sales of portfolio securities and a dividend of $.16
per share from net investment income.
A total of 9.61% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 11.0% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1997 of these percentages for
use in preparing 1996 income tax returns.
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 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
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
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
 
 
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
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
 Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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 *
ADVISORY BOARD
William O. McCoy
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
Export Fund
Growth Company Fund
Large Cap Stock 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)
GLOBAL BALANCED
FUND
ANNUAL REPORT
JULY 31, 1996 
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on investing                 
                              strategies.                              
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy and outlook.       
 
INVESTMENT CHANGES       9    A summary of major shifts in the         
                              fund's investments over the past six     
                              months.                                  
 
INVESTMENTS              10   A complete list of the fund's            
                              investments with their market            
                              values.                                  
 
FINANCIAL STATEMENTS     21   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    25   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    30   The auditors' opinion.                   
ACCOUNTANTS                                                            
 
DISTRIBUTIONS            31                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR DISTRIBUTION TO 
PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE 
PROSPECTUS. 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, 
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, 
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO 
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. 
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK. 
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL 
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
To reduce expenses and demonstrate respect for our environment, we have
initiated a project through which we will begin eliminating duplicate
copies of most financial reports and prospectuses to most households, even
if they have more than one account in the fund. If additional copies of
financial reports, prospectuses or historical account information are
needed, please call 1-800-544-6666.
PRESIDENT'S MESSAGE
 
 
 
 
DEAR SHAREHOLDER:
Although stocks have managed to post solid returns through the first seven
months of 1996, signs of strength in the economy have led to inflation
fears, causing some uncertainty in both the stock and bond markets so far
this year. In 1995, both stock and bond markets posted strong results,
while the year before, stocks posted below-average returns and bonds had
one of the worst years in history.
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. 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 JULY 31, 1996                              PAST 1   LIFE OF   
                                                         YEAR     FUND      
 
Global Balanced                                          4.52%    36.38%    
 
Morgan Stanley Capital International World Index         8.81%    60.00%    
 
Salomon Brothers World Government Bond Index, Unhedged   2.05%    36.19%    
 
Global Flexible Portfolio Funds Average                  7.97%    n/a       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
February 1, 1993. For example, if you invested $1,000 in a fund that had a
5% return over the past year, the value of your investment would be $1,050.
You can compare the fund's returns to the performance of the Morgan Stanley
Capital International World Index - a market capitalization weighted equity
index of over 1,500 stocks traded in 22 world markets - and the performance
of the Salomon Brothers World Government Bond Index, Unhedged, a market
capitalization weighted index which includes debt issues traded in 14 world
government bond markets. Issues included in the Index have fixed-rate
coupons and maturities of at least one year. To measure how the fund's
performance stacked up against its peers, you can compare it to the global
flexible portfolio funds average, which reflects the performance of 67
mutual funds with similar objectives tracked by Lipper Analytical Services,
Inc. over the past 12 months. These benchmarks reflect reinvestment of
dividends and capital gains, if any, but do not reflect any sales charges,
brokerage commissions, or other costs of investing.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1996                        PAST 1   LIFE OF   
                                                   YEAR     FUND      
 
Global Balanced                                    4.52%    9.27%     
 
Morgan Stanley Capital International World Index   8.81%    14.38%    
 
Salomon Brothers World Government Bond Index,      2.05%    9.23%     
Unhedged                                                              
 
Global Flexible Portfolio Funds Average            7.97%    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
IMAHDR PRASUN   SHR__CHT 19960731 19960819 095310 S00000000000001
             Global Balanced             MS World Index              SB
World Government Bond
             00334                       MS004                       SB006
  1993/02/01      10000.00                    10000.00                   
10000.00
  1993/02/28      10490.00                    10233.90                   
10196.73
  1993/03/31      11161.12                    10824.22                   
10353.27
  1993/04/30      11752.77                    11322.89                   
10572.06
  1993/05/31      11983.41                    11580.84                   
10678.07
  1993/06/30      11853.13                    11480.71                   
10655.31
  1993/07/31      12064.62                    11714.25                   
10685.55
  1993/08/31      12759.49                    12248.33                   
11006.79
  1993/09/30      12696.03                    12019.10                   
11137.36
  1993/10/31      13268.94                    12347.41                   
11118.50
  1993/11/30      13115.48                    11646.04                   
11038.81
  1993/12/31      13738.72                    12213.06                   
11132.73
  1994/01/31      14417.31                    13015.73                   
11222.38
  1994/02/28      13895.32                    12844.42                   
11149.10
  1994/03/31      12974.09                    12287.79                   
11133.09
  1994/04/30      12795.94                    12664.77                   
11145.90
  1994/05/31      13005.53                    12694.48                   
11048.06
  1994/06/30      12385.09                    12656.32                   
11207.44
  1994/07/31      12616.58                    12894.04                   
11296.74
  1994/08/31      12879.65                    13279.41                   
11257.60
  1994/09/30      12848.08                    12927.56                   
11339.07
  1994/10/31      12679.72                    13292.32                   
11520.87
  1994/11/30      12321.95                    12712.87                   
11362.55
  1994/12/31      12164.11                    12833.00                   
11393.86
  1995/01/31      11837.91                    12637.29                   
11632.93
  1995/02/28      11964.18                    12818.46                   
11930.70
  1995/03/31      12300.91                    13433.19                   
12639.37
  1995/04/30      12490.31                    13898.23                   
12873.46
  1995/05/31      12500.83                    14013.98                   
13235.62
  1995/06/30      12532.40                    14006.52                   
13313.53
  1995/07/31      13048.01                    14704.17                   
13344.84
  1995/08/31      12963.83                    14373.41                   
12886.26
  1995/09/30      13153.23                    14788.95                   
13174.07
  1995/10/31      13026.96                    14552.92                   
13272.26
  1995/11/30      13268.98                    15055.05                   
13422.39
  1995/12/31      13563.95                    15492.04                   
13562.92
  1996/01/31      13574.51                    15769.09                   
13395.35
  1996/02/29      13352.67                    15861.88                   
13327.05
  1996/03/31      13426.62                    16122.55                   
13308.55
  1996/04/30      13806.91                    16498.35                   
13255.54
  1996/05/31      13828.04                    16509.31                   
13258.39
  1996/06/30      13933.68                    16589.48                   
13362.62
  1996/07/31      13637.89                    15999.86                   
13618.77
IMATRL PRASUN   SHR__CHT 19960731 19960819 095313 R00000000000045
 
$10,000 OVER LIFE OF FUND:  Let's say hypothetically that $10,000 was
invested in Fidelity Global Balanced Fund on February 1, 1993, when the
fund started. As the chart shows, by July 31, 1996, the value of the
investment would have grown to $13,638 - a 36.38% increase on the initial
investment. For comparison, look at how both the Morgan Stanley Capital
International World Index and Salomon Brothers World Government Bond Index,
Unhedged did over the same period. With dividends and capital gains, if
any, reinvested, the same $10,000 investment in the Morgan Stanley Capital
International World Index would have grown to $16,000 - a 60.00% increase.
If $10,000 was put in the Salomon Brothers World Government Bond Index,
Unhedged it would have grown to $13,619 - a 36.19% increase.
UNDERSTANDING
PERFORMANCE
Many markets around the globe 
offer the potential for significant 
growth over time; however, 
investing in foreign markets 
means assuming greater risks 
than investing in the United 
States. Factors like changes in 
a country's financial markets, its 
local political and economic 
climate, and the fluctuating value 
of its currency create these risks. 
For these reasons an 
international fund's performance 
may be more volatile than a fund 
that invests exclusively in the 
United States. Past performance 
is no guarantee of future results 
and you may have a gain or loss 
when you sell your shares.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
Stock and bond market 
performance worldwide was 
mixed. The U.S. stock market 
spent much of the year breaking 
price and trading volume records. 
However, several corporate 
earnings disappointments and 
growing fears of lower corporate 
earnings made for a volatile stock 
market in May, June and July. For 
the 12 months ended July 31, 
1996, the Standard & Poor's 500 
Index returned 16.57% - above 
its long-term historical average 
of about 12%. Stock markets 
overseas gave back some of their 
strong gains made earlier in the year. 
The Morgan Stanley EAFE Index 
(Europe, Australia, Far East) 
returned 3.53% for the period, 
while the Morgan Stanley 
Emerging Markets Free Index 
declined 1.16%. Evidence of a 
global expansion did not bode well 
for many bond markets; growth can 
lead to inflation that erodes the 
value of a bond's fixed payments. 
Domestically, bond markets 
stabilized in June and July after 
stronger-than-expected-economic 
statistics rattled them at the 
beginning of 1996. The Lehman 
Brothers Aggregate Bond Index - 
a broad measure of U.S. taxable 
bonds - returned 5.54% for the 
period. The Salomon Brothers 
World Government Bond Index, 
Unhedged - a proxy of bond 
market performance in developed 
nations including the U.S. - 
returned 2.05%. Emerging market 
debt markets rocketed ahead of 
their large-market counterparts, with 
the J.P. Morgan Emerging Market 
Bond Index rising 33.31% on the 
solid performance of Brady bonds 
- - dollar-denominated emerging 
market debt backed by U.S. 
Treasury securities.
NOTE TO SHAREHOLDERS: 
Richard Mace became portfolio manager of Fidelity Global Balanced Fund on
March 26, 1996
Q. HOW DID THE FUND PERFORM, RICK?
A. For the 12-months ended July 31, 1996, the fund had a total return of
4.52%. For the same period, the global flexible portfolio funds average, as
tracked by Lipper Analytical Services, was 7.97%.
Q. HOW DO YOU EXPLAIN THE FUND'S PERFORMANCE?
A. During the period, the fund was weighted towards stocks. Unfortunately,
stocks underperformed bonds on a global basis.
Q. STARTING WITH THE EQUITY SIDE, WHAT'S BEEN THE STORY IN EUROPE?
A. I generally favored economically sensitive or cyclical companies that
have proven their commitment to raising shareholder value. Some examples
during the period included Volvo, Veba (a German conglomerate), Michelin,
Scania (a Swedish truck maker), British Petroleum, Royal Dutch Petroleum
and Total SA (a French oil company). I believe the aggressive cost cutting
of many European companies, the cheapness of European stocks and the
potential for a more robust European economy have provided outstanding
investment opportunities. 
Q. INVESTORS HAVE BEEN WAITING FOR A SUSTAINED ECONOMIC EXPANSION IN EUROPE
FOR SOME TIME. WHAT MAKES YOU THINK EUROPE IS ON THE BRINK OF A RECOVERY
THAT WOULD HELP CYCLICAL STOCKS?
A. While there can be no guarantees about the future, current economic
evidence indicates the European economy has bottomed and is showing signs
of recovery. Energy prices have risen, chemical and commodity prices have
stabilized, and cyclical industries such as autos have reported higher
sales. It is in this type of environment that soundly managed cyclical
companies can grow earnings and raise their cash flow.
Q. WERE YOU ABLE TO FIND UNDERVALUED STOCKS IN JAPAN?
A. Yes. Japan offered opportunities because I found many cheap stocks
representing companies with managements working to contain costs and raise
shareholder value. I also invested in companies that benefited from a
stronger economy and a weak yen. Some companies I favored during the period
included Honda, Toyota, Bridgestone (a tire manufacturer) and Fuji Photo.
Q. ONE OF THE FUND'S TOP EQUITY HOLDINGS DURING THE PERIOD WAS TELEBRAS,
THE BRAZILIAN TELEPHONE COMPANY. DOES THIS INDICATE YOU WERE SHIFTING MORE
OF THE FUND'S ASSETS TO EMERGING MARKETS?
A. No. I've said before that I will consider buying emerging market
securities if, in my opinion, they're trading at prices less than what
they're worth; but they will generally be a minor component of the fund.
That was the case with Telebras, which I viewed as a fundamentally sound
company trading at an attractive valuation. 
Q. TURNING TO FIXED INCOME, IT SEEMS THE FUND'S ITALIAN GOVERNMENT BOND
POSITION PERFORMED WELL . . .
A. These bonds enjoyed the double advantage of declining inflation and a
strengthening currency. As the economic fundamentals of the country
improved, Italian bond yields fell and their prices rose, resulting in the
price appreciation of the fund's Italian fixed-income holdings.
Q. HOW ABOUT THE FUND'S U.S. TREASURY BOND HOLDINGS?
A. I found it best to concentrate on the U.S. for fixed income rather than
equities. I think the U.S. bond position added some value to the fund,
especially in the last few months of the period. That said, I began to
reduce some of the interest-rate sensitivity in the fund's U.S. position -
reflecting the potential of continued economic growth in the U.S.
Q. WHAT WAS ONE OF THE MOST IMPORTANT ASSET ALLOCATION DECISIONS YOU MADE
WITH THE FIXED-INCOME PORTION OF THE PORTFOLIO?
A. I would say having no Japanese bonds and minimal fixed-income exposure
to some European countries was important. Paltry yields in Japan and a
negative return on the yen have made Japanese bonds an unattractive
investment for some time. In Europe, the fund was underweighted versus its
benchmark index in bonds, although it held some positions in longer
maturity French and German bonds. 
Q. WHAT'S YOUR OUTLOOK?
A. It's clear to me that the global economy is expanding. With that in
mind, one can reasonably expect that - while economic expansion is good for
equities - the fund's fixed-income exposure could be reduced somewhat. That
said, in both asset classes, I will continue to look for securities with
good relative value while positioning the fund for any future
opportunities. 
FUND FACTS
GOAL: high current income 
with regard for both 
preservation of capital and 
potential for growth of capital 
by investing in a broadly 
diversified portfolio of high 
yielding equity  and debt 
securities
START DATE: February 1, 1993
SIZE: as of July 31, 1996, 
more than $87 million
MANAGER: Richard Mace, 
since March 1996; manager, 
Fidelity International Value 
Fund, since 1994; manager, 
Fidelity Overseas, Fidelity 
Advisor Overseas, VIP: 
Overseas, Fidelity Advisor 
Annuity Overseas funds, since 
March 1996; joined Fidelity in 
1987 
(checkmark)
RICK MACE ON SHAREHOLDER 
FRIENDLINESS IN EUROPE:
"Although European 
companies were not 
traditionally known for 
seeking to maximize 
shareholder value, that has 
changed dramatically as 
several companies in 
Europe have taken steps 
to raise returns for their 
shareholders. In my opinion, 
this benefits both the 
company and its 
shareholders. To compete 
globally, European 
organizations need to be cost 
competitive. This strategy 
helps the company because it 
brings down the cost of 
capital, raises its return on 
existing capital and fuels 
earnings growth. Given that 
earnings drive stock prices, 
this strategy should have a 
favorable effect on the 
company's stock price. 
"Let me give an example. 
Volvo has actively pursued 
shareholder interest. The 
Swedish car company has 
divested several non-core 
businesses, including 
tobacco-maker Swedish 
Match. In addition, companies 
such as Michelin, Veba, 
Alcatel and Pechiney all have 
made similar efforts to cut 
costs and focus on core 
businesses."
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
INVESTMENT CHANGES
 
 
TOP FIVE STOCKS AS OF JULY 31, 1996
                                   % OF FUND'S    % OF FUND'S       
                                   INVESTMENTS    INVESTMENTS       
                                                  IN THESE STOCKS   
                                                  6 MONTHS AGO      
 
Falconbridge Ltd. (Canada)         1.6            1.1               
 
Burlington Resources, Inc.         1.5            0.0               
(United States of America)                                          
 
Telebras PN (Pfd. Reg.) (Brazil)   1.2            1.3               
 
Veba AG Ord. (Germany)             1.1            0.0               
 
Pechiney SA Class A (France)       1.0            0.1               
 
TOP FIVE BOND ISSUERS AS OF JULY 31, 1996
(WITH MATURITIES MORE THAN ONE YEAR)   % OF FUND'S    % OF FUND'S      
                                       INVESTMENTS    INVESTMENTS      
                                                      IN THESE BONDS   
                                                      6 MONTHS AGO     
 
United States Treasury                 23.9           29.3             
 
German Federal Republic                3.4            2.6              
 
Italian Republic                       2.1            2.5              
 
United Kingdom, Great Britain &        1.3            0.9              
Northern Ireland                                                       
 
Swedish Kingdom                        0.9            1.4              
 
TOP FIVE COUNTRIES AS OF JULY 31, 1996
                           % OF FUND'S    % OF FUND'S          
                           INVESTMENTS    INVESTMENTS          
                                          IN THESE COUNTRIES   
                                          6 MONTHS AGO         
 
United States of America   44.2           48.2                 
 
Japan                      15.2           24.8                 
 
France                     6.4            3.5                  
 
Germany                    6.0            3.8                  
 
United Kingdom             5.3            2.3                  
 
TOP COUNTRIES ARE BASED UPON LOCATION OF ISSUER OF EACH SECURITY,
INDICATING WHERE THE FUND IS EXPOSED TO POTENTIAL POLITICAL AND CREDIT
RISKS. PERCENTAGES ARE ADJUSTED FOR THE EFFECT OF OPEN FUTURES CONTRACTS,
IF APPLICABLE.
ASSET ALLOCATION
AS OF JULY 31, 1996 * AS OF JANUARY 31, 1996 ** 
Row: 1, Col: 1, Value: 4.4
Row: 1, Col: 2, Value: 2.5
Row: 1, Col: 3, Value: 32.5
Row: 1, Col: 4, Value: 40.0
Row: 1, Col: 5, Value: 20.6
Row: 1, Col: 1, Value: 3.0
Row: 1, Col: 2, Value: 6.2
Row: 1, Col: 3, Value: 37.3
Row: 1, Col: 4, Value: 53.5
Stocks 60.6%
   
Bonds 32.5%
Convertible
securities 2.5%
Short-term
investments 4.4%
FOREIGN 
INVESTMENTS 55.8%
Stocks and
equity futures 53.5%
Bonds 37.3%
Convertible
securities 6.2%
Short-term
investments 3.0%
FOREIGN 
INVESTMENTS 47.0%
*
**
INVESTMENTS JULY 31, 1996 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 59.7%
 SHARES VALUE (NOTE 1)
  (000S)
AUSTRALIA - 0.8%
CSR Ltd.   28,100 $ 92,380
QNI Ltd.   176,500  329,041
Western Mining Holdings Ltd.   44,000  292,711
  714,132
AUSTRIA - 0.1%
EVN (Energie-Versor Nieder)  600  82,096
BRAZIL - 1.9%
Compania Cervejaria Brahma PN (Pfd. Reg.)  832,300  507,955
Telebras PN (Pfd. Reg.)  14,709,100  1,066,654
Telecomunicacoes de Minas Gerais SA (Telemig) (a)  1,693,100  151,907
  1,726,516
CANADA - 4.2%
BCE, Inc.   5,200  207,644
Barrick Gold Corp.   6,000  166,927
Bre-X Minerals Ltd. (a)  6,000  108,448
Bresea Resources Ltd. (a)  12,500  132,742
Canadian Natural Resources Ltd. (a)  21,600  403,768
Elan Energy, Inc. (a)  21,900  187,166
Falconbridge Ltd. 2nd Installment Receipt (e)  102,900  1,426,087
Greenstone Resources Ltd. (a)  7,200  84,576
Inco Ltd.   3,400  104,237
Magna International, Inc. Class A  2,000  89,246
Renaissance Energy Ltd. (a)  7,600  193,752
TVI Pacific, Inc.   10,600  12,428
Ulster Petroleums Ltd. (a)  91,600  582,973
  3,699,994
DENMARK - 0.7%
International Service Systems AS, Series B  10,000  233,682
Teledanmark AS Class B  2,500  116,402
Unidanmark AS Class A  5,000  231,046
  581,130
FINLAND - 1.5%
America Group Ltd. Class A  10,000  191,276
Huhtamaki Ord.   10,000  344,029
Kemira OY  20,000  218,219
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINLAND - CONTINUED
Valmet OY  15,000 $ 235,476
Valmet OY (d)  23,000  361,063
  1,350,063
FRANCE - 5.5%
Alcatel Alsthom Compagnie Generale d'Electricite SA  11,000  900,520
Axa SA  2,000  109,568
Axime SA Ex Segin (a) (d)  4,000  584,468
Canal Plus SA  800  191,353
Credit Commercial de France Ord.   2,000  96,157
Elf Aquitaine SA sponsored ADR  3,000  108,000
Eramet SA  6,000  380,705
Michelin SA (Compagnie Generale des Etablissements) 
Class B  17,783  807,283
Pechiney SA Class A  22,000  904,924
Societe Generale Class A  1,000  110,288
Total SA Class B  8,782  631,052
Usinor Sacilor  6,000  83,767
  4,908,085
GERMANY - 2.2%
BASF AG  4,000  107,447
Bayer AG  3,000  100,859
Continental Gummi-Werke AG  7,000  111,964
Daimler-Benz AG Ord.   1,000  53,228
Deutsche Bank AG  7,000  354,528
Karstadt AG  500  179,984
Veba AG Ord.   19,000  967,195
Volkswagen AG  200  67,919
  1,943,124
HONG KONG - 0.3%
Consolidated Electric Power Asia Ltd.   30,000  51,786
HSBC Holdings PLC  4,000  64,545
Peregrine Investments Holdings Ltd.   100,000  134,476
Peregrine Investments Holdings Ltd. (warrants) (a)  10,000  1,487
  252,294
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ITALY - 0.4%
Italcementi Fabbriche Ruinite Cemento Spa  5,000 $ 35,327
Pirelli Spa Ord. (a)  60,000  97,453
Stet (Societa Finanziaria Telefonica) Spa Ord.   60,000  183,337
  316,117
JAPAN - 14.8%
Acom Co. Ltd.   14,000  574,023
Akita Bank Ltd.   21,000  150,976
Aoyama Trading Co. Ord.   8,500  233,138
Bank of Tokyo-Mitsubishi Ltd.   27,050  569,740
Bridgestone Corp.   20,000  363,211
Canon, Inc.   27,000  510,555
DDI Corp. Ord.   24  193,887
Dai-Dan Co. Ltd.   10,000  162,883
Daito Trust Construction  30,000  393,166
Daiwa House Industry Co. Ltd.   10,000  151,650
Fuji Bank Ltd.   20,000  393,166
Fuji Photo Film Co. Ltd.   25,000  746,548
Hitachi Maxell Ltd.   15,000  306,108
Honda Motor Co. Ltd.   35,000  845,308
Hoya Corp.   3,000  90,990
Ito-Yokado Co. Ltd.   10,000  577,580
Jusco Co. Ltd.   8,000  257,618
Komatsu Ltd. Ord.   60,000  549,871
Matsushita Electric Industrial Co. Ltd.   36,000  626,820
Minebea Co. Ltd.   20,000  162,883
Mitsubishi Trust & Banking Corp.   10,000  166,628
Mitsui Trust and Banking Co. Ltd.   27,000  293,190
NKK Corp. (a)  125,000  356,892
Namco Ltd.   18,000  586,380
Nichiei Co. Ltd.   1,000  64,966
Nifco, Inc.   500  6,038
Nintendo Co. Ltd. Ord.   3,800  266,080
Nippon Shokubai Co. Ltd.   9,000  82,733
Nitto Denko Corp.   14,000  226,726
Nomura Securities Co. Ltd.   8,000  140,042
Omron Corp.   9,000  165,130
Orix Corp.   5,000  196,583
Promise Co. Ltd.   2,000  96,045
Sekisui Chemical Co. Ltd.   15,000  174,117
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
JAPAN - CONTINUED
Shin-Etsu Chemical Co. Ltd.   250 $ 4,423
Sho Bond Corp. Ord.   5,500  200,281
Sony Corp.   6,000  379,125
Sumitomo Metal Industries Ltd.   10,000  30,049
Sumitomo Trust & Banking Co. Ltd.   12,000  157,267
TDK Corp.   2,000  115,890
Takashimaya Co. Ltd.   5,000  72,081
Tokyo Style Co. Ltd.   7,000  117,950
Toyoda Gosei Co.   20,000  167,564
Toyota Motor Corp.   13,000  315,188
Uny Co. Ltd.   23,000  437,070
York Benimaru Co.   11,000  461,315
  13,139,874
MEXICO - 0.1%
Tubos De Acero De Mexico ADR (a)  10,000  99,375
NETHERLANDS - 2.3%
DSM NV  1,000  91,321
ING Groep NV  10,000  306,622
Royal Dutch Petroleum Co.:
ADR  2,000  301,750
 Ord.   3,000  451,043
Royal Ptt Nederland NV  10,000  352,585
Vendex International NV (d)  15,000  514,363
  2,017,684
NORWAY - 0.7%
Den Norske Bank Class A Free shares  37,100  117,724
Fokus Bank AS  17,400  99,219
Fokus Bank AS (d)  10,000  57,023
Norsk Hydro AS ADR  2,500  108,438
Smedvig AS  10,000  239,558
  621,962
PERU - 0.1%
Compania de Minas Buenaventura SA 
Class B sponsored ADR (a)  5,000  89,375
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
SPAIN - 1.3%
Banco Bilbao Vizcaya SA Ord. (Reg.)  10,000 $ 419,897
Banco de Santander SA Ord. (Reg.)  4,000  192,453
FOCSA (Fomento Construcciones y Contratas SA)  2,000  161,438
Tabacalera SA, Series A  9,000  403,674
  1,177,462
SWEDEN - 3.4%
Autoliv AB  8,000  228,088
Bure Investment AB (d)  4,000  34,880
Electrolux AB  5,000  245,680
Esselte AB Class B Free shares  12,000  234,761
Scania AB:
Class A  3,500  93,684
 Class B  17,000  455,038
Skandia Foersaekrings AB  9,000  224,524
Svedala Industri Free shares  20,000  354,871
Swedish Match Co.   45,000  133,077
Volvo AB:
Class B  37,000  802,402
 Class B ADR  7,500  161,250
  2,968,255
SWITZERLAND - 0.4%
Nestle SA (Reg.)  100  114,131
Sandoz AG (Reg.)  200  223,085
  337,216
UNITED KINGDOM - 4.0%
Bass PLC Ord.   25,000  304,986
British Petroleum PLC Ord.   30,222  273,697
Caradon PLC  47,000  151,022
Christies International PLC  31,200  106,079
Cookson Group PLC  90,000  366,216
Courtaulds PLC Ord.   14,800  100,754
Glaxo Holdings PLC  15,000  208,783
Granada Group PLC  12,000  150,128
Guinness PLC Ord.   41,300  296,904
RTZ Corp. PLC Ord.  6,500  93,962
Rugby Group PLC  58,200  93,732
Sema Group PLC  14,500  162,000
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UNITED KINGDOM - CONTINUED
Sema Group PLC (rights)  2,636 $ 4,922
Shanks & McEwan Group PLC  140,000  233,096
Shell Transport & Trading Co. PLC (Reg.)  35,000  502,410
SmithKline Beecham PLC Ord.   20,000  212,401
T & N PLC  40,000  80,603
Unilever PLC Ord.   5,000  95,892
WPP Group PLC  6,300  20,292
Wickes PLC  100,000  77,803
  3,535,682
UNITED STATES OF AMERICA - 15.0%
AT&T Corp.   10,000  521,250
Allied Products Corp.   7,300  177,938
American Express Co.   16,500  721,875
American Standard Companies, Inc. (a)  10,000  321,250
Anheuser-Busch Companies, Inc.   4,400  328,900
Baker Hughes, Inc.   7,500  220,313
Beacon Properties Corp.   1,000  26,250
Berkley (W.R.) Corp.   6,800  277,100
Browning-Ferris Industries, Inc.   20,000  447,500
Burlington Northern Santa Fe Corp.   2,800  220,850
Burlington Resources, Inc.   30,300  1,295,325
Consolidated Freightways, Inc.   12,000  235,500
DSC Communications Corp. (a)  6,000  180,000
Dresser Industries, Inc.   16,500  445,500
du Pont (E.I.) de Nemours & Co.   3,800  306,850
Eaton Corp.   8,500  473,875
Equity Residential Properties Trust (SBI)  1,000  33,750
Excel Realty Trust, Inc.   1,000  20,500
Felcor Suite Hotels, Inc.   1,870  52,360
First Chicago NBD Corp.   5,000  192,500
Flightsafety International, Inc.   300  13,800
Fort Howard Corp. (a)  14,000  320,250
Genentech, Inc. special (a)  3,800  199,975
General Re Corp.   2,000  293,500
IMC Fertilizer Group, Inc.   12,000  474,000
International Business Machines Corp.   3,700  399,138
Lehman Brothers Holdings, Inc.   27,600  638,250
Liberty Property Trust (SBI)   1,400  27,825
Limited, Inc. (The)  11,000  211,750
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UNITED STATES OF AMERICA - CONTINUED
Living Centers of America, Inc. (a)  800 $ 19,500
Masco Corp.   16,100  448,788
National Mercantile Bancorp. (warrants) (a)  2,403  -
Newell Co.   17,000  546,125
Newmont Mining Corp.   5,000  246,875
Pharmacia & Upjohn, Inc.   2,500  103,125
Pier 1 Imports, Inc.   20,600  347,625
Quaker Oats Co.   4,000  128,000
Silicon Graphics, Inc. (a)  10,000  235,000
Speiker Properties, Inc.   2,300  65,550
Tenet Healthcare Corp. (a)  10,000  193,750
Teradyne, Inc. (a)  10,000  135,000
Toys "R" Us, Inc.   10,000  263,750
UST, Inc.   15,000  498,750
Wal-Mart Stores, Inc.   21,000  504,000
Weeks Corp.  600  15,825
Zero Corp.   20,100  439,688
  13,269,225
TOTAL COMMON STOCKS
(Cost $52,025,517)   52,829,661
PREFERRED STOCKS - 2.2%
CONVERTIBLE PREFERRED STOCKS - 1.3%
JAPAN - 0.4%
AJL participating trust exchangeable  15,000  315,000
UNITED STATES OF AMERICA - 0.9%
Alumax, Inc., Series A, $4.00   900  113,400
Kaiser Aluminum Corp. $0.97   35,100  390,488
Occidental Petroleum Corp. Indexed $3.00  5,400  319,275
  823,163
TOTAL CONVERTIBLE PREFERRED STOCKS    1,138,163
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONCONVERTIBLE PREFERRED STOCKS - 0.9%
AUSTRIA - 0.3%
Creditanstalt Bankverein  5,000 $ 240,777
GERMANY - 0.4%
Porsche AG (a)  200  116,141
Volkswagen AG   1,000  257,412
  373,553
ITALY - 0.2%
Italmobiliare Spa  10,000  78,381
Stet (Societa Finanziaria Telefonica) Spa  50,000  116,025
  194,406
TOTAL NONCONVERTIBLE PREFERRED STOCKS   808,736
TOTAL PREFERRED STOCKS
(Cost $2,017,800)   1,946,899
CONVERTIBLE BONDS - 1.2%
 MOODY'S RATINGS (B) PRINCIPAL 
 (UNAUDITED) AMOUNT (C) 
BERMUDA - 0.3%
MBL International Finance of 
Bermuda 3%, 11/30/02  Aa3 $ 240,000  263,400
CANADA - 0.9%
Inco Ltd. 5 3/4%, 7/1/04  Baa2  680,000  819,400
TAIWAN (FREE CHINA) - 0.0%
Acer, Inc. euro 4%, 6/10/01  -  10,000  23,500
TOTAL CONVERTIBLE BONDS
(Cost $1,213,117)   1,106,300
GOVERNMENT OBLIGATIONS (F) - 32.5%
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
FRANCE - 0.9%
French Government Oat 5 1/2%, 4/25/04  Aaa FRF 4,200,000 $ 806,289
GERMANY - 3.4%
German Federal Republic 6 5/8%, 7/9/03  AAA DEM 4,250,000  2,978,911
ITALY - 2.1%
Italian Republic 10 1/2%, 9/1/05 (g)  A1 ITL 2,700,000  1,899,682
SWEDEN - 0.9%
Swedish Kingdom 10 1/4%, 5/5/03  Aa1 SEK 5,000,000  844,183
UNITED KINGDOM - 1.3%
United Kingdom, Great Britain & 
Northern Ireland 9 1/2%, 4/18/05  Aaa GBP 650,000  1,115,104
UNITED STATES OF AMERICA - 23.9%
U.S. Treasury Obligations:
7 1/4%, 11/15/96  Aaa  3,490,000  3,506,368
7 7/8%, 8/15/01  Aaa  1,640,000  1,730,200
12 3/4%, 11/15/10  Aaa  880,000  1,229,386
13 7/8%, 5/15/11  Aaa  1,980,000  2,950,814
8 1/8%, 8/15/19  Aaa  2,300,000  2,562,706
7 1/4%, 2/15/23  Aaa  1,350,000  1,356,116
6 1/4%, 8/15/23  Aaa  3,325,000  2,995,094
7 1/2%, 11/15/24  Aaa  2,335,000  2,459,035
7 5/8%, 2/15/25  Aaa  1,560,000  1,670,167
6 7/8%, 8/15/25  Aaa  665,000  653,156
  21,113,042
TOTAL GOVERNMENT OBLIGATIONS 
(Cost $29,731,075)   28,757,211
REPURCHASE AGREEMENTS - 4.4%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
(U.S. Treasury obligations), in a joint 
trading account at 5.65%, dated 
7/31/96 due 8/1/96  $ 3,870,607  3,870,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $88,857,509)  $ 88,510,071
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
DEM - German deutsche mark
FRF - French franc
GBP - British pound
ITL - Italian lira
SEK - Swedish krona
LEGEND
1. Non-income producing
2. Standard & Poor's credit ratings are used in the absence of a rating by
Moody's Investors Service, Inc.
3. Principal amount is stated in United States dollars unless otherwise
noted.
4. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $1,551,797 or 1.8% of net
assets.
5. Purchased on an installment basis. Market value reflects only those
payments made through July 31, 1996. The remaining installment aggregating
CAD 977,550 is due January 31, 1997.
6. 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.
7. Principal amount in thousands.
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 29.4% AAA, AA, A 32.8%
Baa 0.9% BBB  0.9%
Ba 0.0% BB  0.0%
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.
MARKET SECTOR DIVERSIFICATION (UNAUDITED)
As a Percentage of Total Value of 
Investment in Securities
Basic Industries    8.6%
Construction & Real Estate    2.2
Durables    8.6
Energy    6.5
Finance    9.7
Government Obligations   32.5
Health    1.4
Industrial Machinery & Equipment    3.9
Media & Leisure   1.4
Nondurables   3.5
Precious Metals   1.3
Retail & Wholesale   5.1
Repurchase Agreements   4.4
Technology    4.4
Utilities   4.5
Others (individually less than 1%)   2.0
     100.0%
INCOME TAX INFORMATION
At July 31, 1996, the aggregate cost of investment securities for income
tax purposes was $88,887,765. Net unrealized depreciation aggregated
$377,694, of which $3,797,491 related to appreciated investment securities
and $4,175,185 related to depreciated investment securities. 
At July 31, 1996, the fund had a capital loss carryforward of approximately
$17,036,000 of which $10,190,000 and $6,846,000 will expire on July 31,
2003 and July 31, 2004, respectively.
 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                         <C>          <C>             
AMOUNTS IN THOUSANDS  JULY 31, 1996                                                      
 
ASSETS                                                                                   
 
Investment in securities, at value (including repurchase                 $ 88,510,071    
agreements of $3,870,000) (cost $88,857,509) -                                           
See accompanying schedule                                                                
 
Cash                                                                      867            
 
Receivable for investments sold                                           563,558        
 
Receivable for fund shares sold                                           73,565         
 
Dividends receivable                                                      178,382        
 
Interest receivable                                                       681,080        
 
 TOTAL ASSETS                                                             90,007,523     
 
LIABILITIES                                                                              
 
Payable for investments purchased                           $ 623,913                    
 
Payable for fund shares redeemed                             1,437,147                   
 
Accrued management fee                                       57,248                      
 
Other payables and accrued expenses                          104,591                     
 
 TOTAL LIABILITIES                                                        2,222,899      
 
NET ASSETS                                                               $ 87,784,624    
 
Net Assets consist of:                                                                   
 
Paid in capital                                                          $ 103,196,037   
 
Undistributed net investment income                                       2,018,787      
 
Accumulated undistributed net realized gain (loss) on                     (17,095,281)   
investments and foreign currency transactions                                            
 
Net unrealized appreciation (depreciation) on                             (334,919)      
investments and assets and liabilities in foreign                                        
currencies                                                                               
 
NET ASSETS, for 6,798,706 shares outstanding                             $ 87,784,624    
 
NET ASSET VALUE, offering price and redemption price per                  $12.91         
share ($87,784,624 (divided by) 6,798,706 shares)                                        
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>            <C>            
AMOUNTS IN THOUSANDS  YEAR ENDED JULY 31, 1996                                           
 
INVESTMENT INCOME                                                         $ 1,216,814    
Dividends                                                                                
 
Interest                                                                   3,773,897     
 
 TOTAL INCOME                                                              4,990,711     
 
EXPENSES                                                                                 
 
Management fee                                             $ 879,204                     
 
Transfer agent fees                                         407,966                      
 
Accounting fees and expenses                                78,969                       
 
Non-interested trustees' compensation                       1,307                        
 
Custodian fees and expenses                                 117,283                      
 
Registration fees                                           29,957                       
 
Audit                                                       75,963                       
 
Legal                                                       1,019                        
 
Interest                                                    854                          
 
Dividends on securities sold short                          15,132                       
 
Miscellaneous                                               1,550                        
 
 Total expenses before reductions                           1,609,204                    
 
 Expense reductions                                         (27,029)       1,582,175     
 
NET INVESTMENT INCOME                                                      3,408,536     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                      
Net realized gain (loss) on:                                                             
 
 Investment securities                                      8,715,769                    
 
 Foreign currency transactions                              (788,246)                    
 
 Futures contracts                                          1,378,459                    
 
 Short sales                                                (2,409,787)    6,896,195     
 
Change in net unrealized appreciation (depreciation) on:                                 
 
 Investment securities                                      (7,733,452)                  
 
 Assets and liabilities in foreign currencies               552,210                      
 
 Futures contracts                                          (212,606)                    
 
 Short sales                                                2,350,083      (5,043,765)   
 
NET GAIN (LOSS)                                                            1,852,430     
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                           $ 5,260,966    
FROM OPERATIONS                                                                          
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                         <C>              <C>              
                                                            YEAR ENDED       YEAR ENDED       
                                                            JULY 31,         JULY 31,         
                                                            1996             1995             
 
INCREASE (DECREASE) IN NET ASSETS                                                             
 
Operations                                                  $ 3,408,536      $ 10,413,648     
Net investment income                                                                         
 
 Net realized gain (loss)                                    6,896,195        (26,837,322)    
 
 Change in net unrealized appreciation (depreciation)        (5,043,765)      17,642,981      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING             5,260,966        1,219,307       
FROM OPERATIONS                                                                               
 
Distributions to shareholders from net investment income     (479,379)        -               
 
Share transactions                                           56,434,636       57,907,802      
Net proceeds from sales of shares                                                             
 
 Reinvestment of distributions                               452,937          -               
 
 Cost of shares redeemed                                     (122,715,801)    (223,542,247)   
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING             (65,828,228)     (165,634,445)   
FROM SHARE TRANSACTIONS                                                                       
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                    (61,046,641)     (164,415,138)   
 
NET ASSETS                                                                                    
 
 Beginning of period                                         148,831,265      313,246,403     
 
 End of period (including undistributed net investment      $ 87,784,624     $ 148,831,265    
income of $2,018,787 and $384,901, respectively)                                              
 
OTHER INFORMATION                                                                             
Shares                                                                                        
 
 Sold                                                        4,439,802        4,870,593       
 
 Issued in reinvestment of distributions                     35,497           -               
 
 Redeemed                                                    (9,683,927)      (18,989,120)    
 
 Net increase (decrease)                                     (5,208,628)      (14,118,527)    
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
      YEARS ENDED JULY 31,                   FEBRUARY 1,         
                                             1993                
                                             (COMMENCEMEN        
                                             T OF OPERATIONS)    
                                             TO JULY 31,         
 
      1996                   1995   1994 F   1993                
 
 
<TABLE>
<CAPTION>
<S>                                     <C>        <C>         <C>         <C>        
SELECTED PER-SHARE DATA                                                               
 
Net asset value, beginning of period    $ 12.40    $ 11.99     $ 11.98     $ 10.00    
 
Income from Investment Operations                                                     
 
 Net investment income                   .31        .28         .32 D       .15       
 
 Net realized and unrealized             .25        .13 E       .25         1.91      
 gain (loss)                                                                          
 
 Total from investment operations        .56        .41         .57         2.06      
 
                                                                                      
 
Less Distributions                                                                    
 
 From net investment income              (.05)      -           (.15)       (.08)     
 
 From net realized gain                  -          -           (.11)       -         
 
 In excess of net realized gain          -          -           (.20)       -         
 
 Return of capital                       -          -           (.10)       -         
 
 Total distributions                     (.05)      -           (.56)       (.08)     
 
Net asset value, end of period          $ 12.91    $ 12.40     $ 11.99     $ 11.98    
 
TOTAL RETURN B, C                        4.52%      3.42%       4.58%       20.65%    
 
RATIOS AND SUPPLEMENTAL DATA                                                          
 
Net assets, end of period               $ 87,785   $ 148,831   $ 313,246   $ 84,157   
(000 omitted)                                                                         
 
Ratio of expenses to average             1.39%      1.34%       1.68%       2.12%     
net assets                                                                 A          
 
Ratio of expenses to average net         1.36%      1.33%       1.67%       2.12%     
assets after expense reductions         G          G           G           A          
 
Ratio of net investment income to        2.94%      4.68%       2.56%       4.02%     
average net assets                                                         A          
 
Portfolio turnover rate                  189%       242%        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 DUE TO THE TIMING OF SALES
AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET VALUES OF
THE INVESTMENTS OF THE FUND.
F EFFECTIVE AUGUST 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION 
OF INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY 
REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 6 OF
NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1996
 
 
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 financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Debt securities for which quotations are readily
available are valued by a pricing service at their market values as
determined by their most recent bid prices in the principal market (sales
prices if the principal market is an exchange) in which such securities are
normally traded. Equity securities for which quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (including restricted securities) for which
market quotations are not readily available are valued at their fair value
as determined in good faith under consistently applied procedures under the
general supervision of the Board of Trustees. Short-term securities
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.
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 included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
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, foreign currency transactions, passive foreign
investment companies (PFIC), market discount, capital loss carryforwards,
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 the per-share allocation 
between net investment income and realized and unrealized gain (loss).
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions may
include temporary book and tax basis differences which will reverse in a
subsequent period. Any taxable income or gain remaining at fiscal year end
is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
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. 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.
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that mature in
60 days or less from the date of purchase for U.S. Treasury or Federal
Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above. 
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. Dividends declared on
securities sold short are recorded on the ex-dividend date, and included as
an expense of the fund.
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 
2. OPERATING POLICIES - CONTINUED
FUTURES CONTRACTS AND OPTIONS - CONTINUED
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 $209,437,892 and $263,182,367, respectively, of which U.S.
government and government agency obligations aggregated $62,041,753 and
$64,433,315, respectively.
The market value of futures contracts opened and closed during the period
amounted to $17,143,523 and $22,226,826, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. 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 .45%. For
the period, the management fee was equivalent to an annual rate of .76% of
average net assets.
SUB-ADVISER FEE. FMR, on behalf of the fund, entered into sub-advisory
agreements with Fidelity Management & Research (U.K.) Inc., Fidelity
Management & Research (Far East) Inc., Fidelity International Investment
Advisors (FIIA), and Fidelity Investments Japan Ltd. In addition, FIIA
entered into a sub-advisory agreement with its subsidiary, Fidelity
International Investment Advisors (U.K.) Limited (FIIAL U.K.). Under the
sub-advisory arrangements, FMR may receive investment advice and research
services and may grant the sub-advisers investment management authority to
buy and sell securities. FMR pays its sub-advisers either a portion of its
management fee or a fee based on costs incurred for these services. FIIA
pays FIIAL U.K. a fee based on costs incurred for either service.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives account fees and asset-based fees that vary according to
account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annual rate of .35%
of average net assets.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
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 $35,229 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 period for
which loans were outstanding amounted to $1,779,000 and $1,653,000,
respectively. The weighted average interest rate was 6.20%.
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
$21,153 under this arrangement.
In addition, the fund has entered into an arrangement with its transfer
agent whereby interest earned on uninvested cash balances was used to
offset a portion of the fund's expenses. During the period, the fund's
transfer agent fees were reduced by $5,876, under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity
Global Balanced Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Puritan Trust: Fidelity Global Balanced Fund, including the
schedule of portfolio investments, as of July 31, 1996, and the related
statement  of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the three years in the period then ended,
and for the period February 1, 1993 (commencement of operations) to July
31, 1993. 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 July 31, 1996 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 Global Balanced Fund as of  July 31,
1996, the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended, and the
financial highlights for each of the three years in the period then ended,
and for the period February 1, 1993  (commencement of operations) to July
31, 1993, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 11, 1996
DISTRIBUTIONS
 
 
A total of 26.23% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 72% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1997 of the applicable
percentage for use in preparing 1996 income tax returns.
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
William J. Hayes, Vice President
Richard R. Mace, Jr., Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager, 
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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 *
ADVISORY BOARD
William O. McCoy
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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