N-30D 1 main.htm

Fidelity®

Capital Appreciation

Fund

Semiannual Report

April 30, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

April's weak stock market performance dragged the majority of broad-based, large-capitalization equity indexes into negative territory through the first four months of 2002. However, small- and mid-cap value stocks rose above the tide based on their more attractive valuations and strong current earnings growth. April's equity woes proved beneficial for most fixed-income categories, particularly Treasury and government securities. Year to date, nearly every category of the bond market had positive returns.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended April 30, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity Capital Appreciation

7.38%

-13.72%

56.57%

204.94%

S&P 500 ®

2.31%

-12.63%

43.91%

216.93%

Capital Appreciation Funds Average

4.17%

-12.49%

54.05%

195.43%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the capital appreciation funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 373 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page <Click Here> of this report.(dagger)

Average Annual Total Returns

Periods ended April 30, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity Capital Appreciation

-13.72%

9.38%

11.79%

S&P 500

-12.63%

7.55%

12.23%

Capital Appreciation Funds Average

-12.49%

7.98%

10.39%

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

Semiannual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Capital Appreciation Fund on April 30, 1992. As the chart shows, by April 30, 2002, the value of the investment would have grown to $30,494 - a 204.94% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $31,693 - a 216.93% 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 long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

(dagger) The Lipper multi-cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper multi-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of April 30, 2002, the six month, one year, five year, and 10 year cumulative total returns for the multi-cap core funds average were 5.37%, -10.38%, 50.59%, and 209.00%, respectively; and the one year, five year and 10 year average annual total returns were -10.38%, 8.07%, and 11.52%, respectively. The six month, one year, five year, and 10 year cumulative total returns for the multi-cap supergroup average were 5.34%, -11.30%, 53.06%, and 213.72%, respectively; and the one year, five year and 10 year average annual total returns were -11.30%, 8.45%, and 11.76%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

Small-cap value stocks soundly outperformed large-cap growth stocks during the six-month period ending April 30, 2002. In that time, the Russell 2000® Index, a benchmark of small-cap stock performance, soared 20.03%, and the Russell MidCap® Index, a barometer of mid-cap equity performance, gained 15.24%. In comparison, the large-cap weighted Standard & Poor's 500SM Index struggled to a 2.31% return. Meanwhile, the value-oriented, blue chip proxy Dow Jones Industrial AverageSM returned 10.57%, while the growth-oriented, tech-heavy NASDAQ Composite® Index eked out a 0.04% increase. The six-month period opened on a high note as stocks enjoyed some of their best gains of 2001 in the final two months of the year, thanks to signs of improvement in the U.S. economy, brighter corporate earnings outlooks and a Federal Reserve Board that slashed short-term interest rates to 40-year lows. However, enthusiasm for stocks faded after allegations of questionable accounting practices at several high-profile energy companies. In response, equity markets suffered mild declines or offered tepid returns at best in the first two months of 2002. But a strong March lifted first-quarter stock market performance into positive territory, as gross domestic product and productivity had promising increases. Unfortunately, most of the market's year-to-date gains were wiped out in April, as lingering profit worries and valuation concerns left investor confidence at tenuous levels.

(Portfolio Manager photograph)
An interview with Harry Lange, Portfolio Manager of Fidelity Capital Appreciation Fund

Q. How did the fund perform, Harry?

A. Pretty well. For the six months that ended April 30, 2002, the fund returned 7.38%. The Standard & Poor's 500 Index returned 2.31% during this period, while the capital appreciation funds average, as tracked by Lipper Inc., returned 4.17%. For the 12 months that ended April 30, 2002, the fund returned -13.72%, while the S&P 500 and peer group average returned -12.63% and -12.49%, respectively.

Q. What factors contributed positively to the fund's six-month performance?

A. My longstanding belief in keeping things simple helped. I've always preferred, for example, to invest in companies that have focused, easy-to-understand business models, as opposed to large conglomerates that operate in multiple industries. Investors gravitated to simplicity during the period - especially post-Enron - and the fund benefited accordingly. Other positive factors included good stock picking in the homebuilding, media and health care groups, as well as a timely move back into more aggressive technology names.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. Can you elaborate on your technology strategy?

A. I spent much of the period lowering the fund's technology exposure, then got back on the tech horse in March and April. We were operating in an uncertain climate when the period began, so my focus was on defensive, stable growth areas such as homebuilding and health care. In March, I began to feel that investor sentiment regarding a tech rebound was overly pessimistic and I bought some of the pre-bubble market leaders, including EMC and Sun Microsystems. My rationale was that these leaders would be among the first to emerge from hibernation as tech fundamentals improved. Time will tell whether this strategy works. One strategy that did work during the period involved the replacement cycle for personal computers. Companies typically turn their PCs over every three years, and the last cycle came during the Y2K changeover. Dell Computer and Intel reflected this play, and both performed very well for the fund.

Q. Where else did you look for opportunities?

A. Homebuilding stocks continued to generate impressive returns for the fund, as stocks such as Lennar - the fund's top individual performer - and Beazer Homes USA benefited from an unexpectedly strong housing market. Media stocks also had a positive influence on performance as Univision - a U.S.-based Spanish-language TV network - and Radio One benefited from improved advertising trends. Univision is carrying this summer's World Cup soccer tournament, which could be a nice feather in the company's cap.

Q. You increased the fund's investments in health care, and decreased its exposure to financial stocks during the period. Why?

A. Health care was one of those defensive, stable-growth areas that offered good earnings growth during the period. The seismic trend within the sector is something we're all doing every day - aging. As more and more people reach the age of 50, their health care costs will rise and companies such as Tenet Healthcare and Johnson & Johnson could benefit. Tenet - which owns and operates hospitals around the country - was the fund's best health stock during the period. The trends in the finance group, unfortunately, weren't as appealing. Interest rates may rise over the next six to 12 months, and it will take a while for built-up credit defaults to work their way through the system.

Q. Which stocks turned in disappointing performances?

A. Qwest Communications was a major disappointment. Qwest merged with US West with the intention of building a comprehensive long-distance network around the country. Unfortunately, building a large network requires significant equity, and the environment wasn't conducive to raising funds. The fund's position in Tyco International suffered a double whammy during the period. Investors shied away from large conglomerates such as Tyco, which also fell under scrutiny for its accounting practices. Other disappointments included Homestore.com and Computer Associates.

Q. What's your outlook, Harry?

A. I think we'll see an economic recovery this year, but the recovery will come in fits and starts. In my mind, the key sector to watch is technology. Investors may be more likely to zero in on growth stocks now that much of the inventory excess from the technology bubble has been leveled off. I'll also be keeping an eye on corporate earnings, since they have tended to track technology spending almost perfectly in recent years.

Semiannual Report

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Fund Facts

Goal: to increase the value of the fund's shares by investing primarily in common stocks

Fund number: 307

Trading symbol: FDCAX

Start date: November 26, 1986

Size: as of April 30, 2002, more than $2.1 billion

Manager: Harry Lange, since 1996; manager, several Fidelity Select Portfolios, 1992-1996; research director, Fidelity Investments Far East 1988-1992; joined Fidelity in 1987

3

Harry Lange discusses the pros and cons of short selling:

"Investors typically sell stocks short when they anticipate price declines. For example, if an investor thinks shares in ABC Company are going to tumble, he can tell his broker to ´sell short' 100 ABC shares when the stock is trading at $50. The broker then loans the investor 100 ABC shares, which the investor is contractually obligated to buy within a specified time frame. If the market price of ABC stock falls to $40, the investor can buy the shares for $4,000, repay his broker, and walk away with a profit of $1,000.

"Short sales can be beneficial in that they help provide an efficient checks and balances system within the market, and they can put productive pressure on company management to improve their bottom lines. On the other hand, short selling can spur unfounded rumors about companies, and can be a major impediment in a company's ability to raise equity or debt.

"I don't engage in short selling, but ´shorts' can affect my decision-making on a specific holding. For example, if I know that a stock is being significantly shorted, I may decide to sell the position. I've learned over the years that fighting the tenacity of short sellers can be a losing battle."

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Lennar Corp.

6.2

4.2

Dell Computer Corp.

3.5

6.3

Tyco International Ltd.

3.4

0.0

Univision Communications, Inc. Class A

2.9

0.8

Tenet Healthcare Corp.

2.8

1.6

Avon Products, Inc.

2.5

2.1

Johnson & Johnson

2.3

0.0

Noble Drilling Corp.

2.2

1.2

Pfizer, Inc.

1.9

3.3

Barr Laboratories, Inc.

1.8

0.3

29.5

Top Five Market Sectors as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

22.5

12.7

Information Technology

22.5

36.4

Health Care

15.5

10.3

Industrials

9.3

5.0

Consumer Staples

8.6

5.4

Asset Allocation (% of fund's net assets)

As of April 30, 2002 *

As of October 31, 2001 **

Stocks 98.4%

Stocks 96.4%

Short-Term
Investments and
Net Other Assets 1.6%

Short-Term
Investments and
Net Other Assets 3.6%

* Foreign investments

7.3%

** Foreign investments

9.2%



Semiannual Report

Investments April 30, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 22.5%

Distributors - 0.0%

Handleman Co. (a)

92,100

$ 1,179

Hotels, Restaurants & Leisure - 3.0%

Crestline Capital Corp. (a)

125,950

4,262

Harrah's Entertainment, Inc. (a)

200,000

9,832

McDonald's Corp.

400,000

11,360

MGM Mirage, Inc. (a)

300,000

12,045

Starbucks Corp. (a)

1,200,000

27,384

64,883

Household Durables - 8.6%

Beazer Homes USA, Inc. (a)

200,000

17,704

D.R. Horton, Inc.

512,970

13,235

George Wimpey PLC

1,000,000

4,445

Lennar Corp.

2,458,118

136,519

Maytag Corp.

348,980

16,105

188,008

Internet & Catalog Retail - 0.4%

Senshukai Co. Ltd.

582,000

2,078

Ticketmaster Class B (a)

251,300

5,913

7,991

Leisure Equipment & Products - 0.7%

Callaway Golf Co.

925,000

16,280

Media - 8.1%

AOL Time Warner, Inc. (a)

17,426

331

Clear Channel Communications, Inc. (a)

200,000

9,390

Comcast Corp. Class A (special) (a)

58,600

1,568

Lamar Advertising Co. Class A (a)

400,000

17,172

Playboy Enterprises, Inc.:

Class A (a)

25,000

284

Class B (non-vtg.) (a)

2,257,300

29,638

Radio One, Inc.:

Class A (a)

401,600

8,996

Class D (non-vtg.) (a)

803,200

17,188

TMP Worldwide, Inc. (a)

200,000

6,034

Univision Communications, Inc. Class A (a)

1,600,000

63,936

Viacom, Inc. Class B (non-vtg.) (a)

500,000

23,550

178,087

Multiline Retail - 0.4%

Costco Wholesale Corp. (a)

200,000

8,040

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - 1.3%

Gadzooks, Inc. (a)

150,000

$ 1,988

Gap, Inc.

1,000,000

14,110

Gart Sports Co. (a)

55,000

1,856

Toys 'R' Us, Inc. (a)

400,000

6,908

Yamada Denki Co. Ltd.

50,000

3,843

28,705

TOTAL CONSUMER DISCRETIONARY

493,173

CONSUMER STAPLES - 8.6%

Beverages - 2.5%

Fomento Economico Mexicano SA de CV sponsored ADR

200,000

9,570

PepsiCo, Inc.

300,000

15,570

Robert Mondavi Corp. Class A (a)

200,000

7,844

The Coca-Cola Co.

400,000

22,204

55,188

Food & Drug Retailing - 0.5%

Walgreen Co.

300,000

11,331

Food Products - 0.8%

McCormick & Co., Inc. (non-vtg.)

600,000

15,384

Tyson Foods, Inc. Class A

182,200

2,554

17,938

Household Products - 1.0%

Kimberly-Clark Corp.

344,300

22,421

Personal Products - 2.5%

Avon Products, Inc.

964,380

53,861

Tobacco - 1.3%

Philip Morris Companies, Inc.

500,000

27,215

TOTAL CONSUMER STAPLES

187,954

ENERGY - 5.8%

Energy Equipment & Services - 3.8%

ENSCO International, Inc.

666,970

22,517

GlobalSantaFe Corp.

200,000

7,018

Nabors Industries, Inc. (a)

64,575

2,941

Noble Drilling Corp. (a)

1,100,000

47,685

Transocean Sedco Forex, Inc.

102,696

3,646

83,807

Common Stocks - continued

Shares

Value (Note 1)
(000s)

ENERGY - continued

Oil & Gas - 2.0%

Cabot Oil & Gas Corp. Class A

279,000

$ 7,011

ChevronTexaco Corp.

333,400

28,909

Equitable Resources, Inc.

100,000

3,595

Valero Energy Corp.

100,000

4,316

43,831

TOTAL ENERGY

127,638

FINANCIALS - 6.0%

Banks - 0.4%

Mizuho Holdings, Inc.

124

258

National Bank of Canada

384,100

8,179

Synovus Financial Corp.

15,800

427

8,864

Diversified Financials - 2.3%

Daiwa Securities Group, Inc.

1,327,000

9,094

Goldman Sachs Group, Inc.

50,000

3,938

Household International, Inc.

32,700

1,906

JAFCO Co. Ltd.

156,500

12,478

Nomura Holdings, Inc.

1,615,000

22,486

49,902

Insurance - 0.1%

Sun Life Financial Services of Canada, Inc.

100,000

2,194

Real Estate - 3.2%

Alexandria Real Estate Equities, Inc.

390,300

17,837

Apartment Investment & Management Co. Class A

320,100

15,717

AvalonBay Communities, Inc.

232,714

11,093

Duke Realty Corp.

284,552

7,484

Glenborough Realty Trust, Inc.

133,000

2,986

Home Properties of New York, Inc.

275,201

9,913

LNR Property Corp.

90,268

3,304

Mitsubishi Estate Co. Ltd.

200,000

1,447

69,781

TOTAL FINANCIALS

130,741

HEALTH CARE - 15.5%

Biotechnology - 0.0%

Sepracor, Inc. (a)

20,000

253

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - 1.2%

St. Jude Medical, Inc. (a)

300,000

$ 24,963

Zimmer Holdings, Inc. (a)

50,000

1,736

26,699

Health Care Providers & Services - 6.0%

Cardinal Health, Inc.

100,000

6,925

Caremark Rx, Inc. (a)

66,300

1,425

HCA, Inc.

500,000

23,895

Health Management Associates, Inc. Class A (a)

500,000

10,670

McKesson Corp.

100,000

4,039

Tenet Healthcare Corp. (a)

850,000

62,365

Trigon Healthcare, Inc. (a)

68,900

6,935

Wellpoint Health Networks, Inc. (a)

200,000

15,016

131,270

Pharmaceuticals - 8.3%

Allergan, Inc.

50,000

3,296

Barr Laboratories, Inc. (a)

606,300

40,410

Forest Laboratories, Inc. (a)

250,000

19,285

Johnson & Johnson

800,000

51,088

King Pharmaceuticals, Inc. (a)

100,000

3,134

Mylan Laboratories, Inc.

500,000

13,240

Pfizer, Inc.

1,151,700

41,864

SICOR, Inc. (a)

79,000

1,400

Wyeth

150,000

8,550

182,267

TOTAL HEALTH CARE

340,489

INDUSTRIALS - 9.3%

Airlines - 0.6%

Deutsche Lufthansa AG:

(Reg.) (c)

100,000

1,546

(Reg.)

100,000

1,546

Southwest Airlines Co.

500,000

9,105

12,197

Commercial Services & Supplies - 3.8%

Certegy, Inc. (a)

400,000

15,520

ChoicePoint, Inc. (a)

100,000

5,544

Cintas Corp.

100,000

5,177

HON Industries, Inc.

108,700

3,252

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Pegasus Solutions, Inc. (a)

697,150

$ 13,504

Republic Services, Inc. (a)

1,400,000

27,720

Waste Management, Inc.

500,000

13,170

83,887

Construction & Engineering - 0.3%

Daito Trust Construction Co.

442,500

6,540

Industrial Conglomerates - 3.4%

Tyco International Ltd.

4,100,000

75,645

Machinery - 0.6%

Illinois Tool Works, Inc.

100,000

7,210

THK Co. Ltd.

275,100

5,457

12,667

Marine - 0.3%

Teekay Shipping Corp.

180,000

6,638

Road & Rail - 0.3%

Union Pacific Corp.

100,000

5,680

TOTAL INDUSTRIALS

203,254

INFORMATION TECHNOLOGY - 22.5%

Communications Equipment - 2.3%

Cable Design Technologies Corp. (a)

750,000

9,428

Cisco Systems, Inc. (a)

200,000

2,930

Comverse Technology, Inc. (a)

1,022,900

12,305

Lucent Technologies, Inc.

34,789

160

Nokia Corp. sponsored ADR

1,100,000

17,886

Polycom, Inc. (a)

375,000

7,733

50,442

Computers & Peripherals - 5.1%

Dell Computer Corp. (a)

2,900,000

76,386

EMC Corp. (a)

3,000,000

27,420

Maxtor Corp. (a)

76,000

527

Sun Microsystems, Inc. (a)

1,000,000

8,180

112,513

Electronic Equipment & Instruments - 3.0%

Avnet, Inc.

822,800

21,080

Diebold, Inc.

75,000

2,837

Nichicon Corp.

500,000

6,662

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Tech Data Corp. (a)

750,000

$ 35,505

Varian, Inc. (a)

11,900

402

66,486

Internet Software & Services - 1.5%

Homestore.com, Inc. (a)

2,548,560

6,473

Yahoo!, Inc. (a)

1,808,190

26,689

33,162

IT Consulting & Services - 2.0%

Accenture Ltd. Class A

200,000

4,288

Computer Sciences Corp. (a)

300,000

13,455

Electronic Data Systems Corp.

469,100

25,453

43,196

Semiconductor Equipment & Products - 6.1%

Analog Devices, Inc. (a)

600,000

22,176

ASML Holding NV (NY Shares) (a)

300,000

6,699

Intel Corp.

1,292,300

36,973

KLA-Tencor Corp. (a)

303,300

17,886

Micron Technology, Inc. (a)

539,800

12,793

Semtech Corp. (a)

297,800

9,524

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

300,000

5,310

Teradyne, Inc. (a)

200,000

6,590

Texas Instruments, Inc.

465,600

14,401

132,352

Software - 2.5%

BEA Systems, Inc. (a)

584,695

6,268

Computer Associates International, Inc.

225,000

4,185

Microsoft Corp. (a)

620,400

32,422

Nippon System Development Co. Ltd.

100,000

3,905

Symantec Corp. (a)

200,000

7,082

Synopsys, Inc. (a)

9,300

420

54,282

TOTAL INFORMATION TECHNOLOGY

492,433

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - 5.4%

Chemicals - 0.9%

Monsanto Co.

100,000

$ 3,080

Praxair, Inc.

300,000

17,130

20,210

Construction Materials - 1.8%

Lafarge North America, Inc.

303,774

13,299

Martin Marietta Materials, Inc.

700,000

27,272

40,571

Containers & Packaging - 0.4%

Pactiv Corp. (a)

400,000

8,268

Metals & Mining - 2.3%

Alcoa, Inc.

500,000

17,015

Chubu Steel Plate Co. Ltd.

60,000

56

Newmont Mining Corp.

1,000,000

28,510

Pechiney SA Series A

100,000

4,835

50,416

TOTAL MATERIALS

119,465

TELECOMMUNICATION SERVICES - 2.6%

Diversified Telecommunication Services - 2.4%

AT&T Corp.

754,900

9,904

France Telecom SA

8,300

201

JSAT Corp.

60

284

Qwest Communications International, Inc.

6,568,479

33,039

SBC Communications, Inc.

300,000

9,318

TeraBeam Networks (d)

11,600

3

52,749

Wireless Telecommunication Services - 0.2%

NTT DoCoMo, Inc.

271

685

NTT DoCoMo, Inc. New (a)

1,084

2,757

Triton PCS Holdings, Inc. Class A (a)

200,000

1,610

5,052

TOTAL TELECOMMUNICATION SERVICES

57,801

Common Stocks - continued

Shares

Value (Note 1)
(000s)

UTILITIES - 0.2%

Gas Utilities - 0.2%

El Paso Corp.

97,416

$ 3,897

TOTAL COMMON STOCKS

(Cost $1,887,152)

2,156,845

Preferred Stocks - 0.0%

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (d)

15,100

24

Nonconvertible Preferred Stocks - 0.0%

MATERIALS - 0.0%

Metals & Mining - 0.0%

Freeport-McMoRan Copper & Gold, Inc. (depositary shares)

9,100

92

TOTAL PREFERRED STOCKS

(Cost $415)

116

Money Market Funds - 2.2%

Fidelity Cash Central Fund, 1.85% (b)

41,175,560

41,176

Fidelity Securities Lending Cash Central Fund, 1.85% (b)

7,507,801

7,508

TOTAL MONEY MARKET FUNDS

(Cost $48,684)

48,684

TOTAL INVESTMENT PORTFOLIO - 100.6%

(Cost $1,936,251)

2,205,645

NET OTHER ASSETS - (0.6)%

(13,325)

NET ASSETS - 100%

$ 2,192,320

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $1,546,000 or 0.1% of net assets.

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Chorum Technologies Series E

9/19/00

$ 260

TeraBeam Networks

4/7/00

$ 44

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $930,678,000 and $975,536,000.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $69,000 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $27,000 or 0% of net assets.

Income Tax Information

At April 30, 2002, the aggregate cost of investment securities for income tax purposes was $1,939,242,000. Net unrealized appreciation aggregated $266,403,000, of which $455,648,000 related to appreciated investment securities and $189,245,000 related to depreciated investment securities.

At October 31, 2001, the fund had a capital loss carryforward of approximately $29,447,000 all of which will expire on October 31, 2009.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

April 30, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $7,262) (cost $1,936,251) - See accompanying schedule

$ 2,205,645

Receivable for investments sold

32,190

Receivable for fund shares sold

1,784

Dividends receivable

626

Interest receivable

84

Other receivables

17

Total assets

2,240,346

Liabilities

Payable for investments purchased

$ 36,133

Payable for fund shares redeemed

2,424

Accrued management fee

1,574

Other payables and accrued expenses

387

Collateral on securities loaned, at value

7,508

Total liabilities

48,026

Net Assets

$ 2,192,320

Net Assets consist of:

Paid in capital

$ 2,074,363

Accumulated net investment loss

(2,690)

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

(148,762)

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

269,409

Net Assets, for 109,938 shares outstanding

$ 2,192,320

Net Asset Value, offering price and redemption price per share ($2,192,320 ÷ 109,938 shares)

$ 19.94

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended April 30, 2002 (Unaudited)

Investment Income

Dividends

$ 8,142

Interest

773

Security lending

87

Total income

9,002

Expenses

Management fee
Basic fee

$ 6,530

Performance adjustment

2,927

Transfer agent fees

2,408

Accounting and security lending fees

234

Non-interested trustees' compensation

6

Custodian fees and expenses

43

Registration fees

26

Audit

31

Legal

14

Miscellaneous

16

Total expenses before reductions

12,235

Expense reductions

(231)

12,004

Net investment income (loss)

(3,002)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized gain (loss) of $(40,731) on sales of investments in affiliated issuers)

(92,841)

Foreign currency transactions

137

Total net realized gain (loss)

(92,704)

Change in net unrealized appreciation (depreciation) on:

Investment securities

252,935

Assets and liabilities in foreign currencies

30

Total change in net unrealized appreciation (depreciation)

252,965

Net gain (loss)

160,261

Net increase (decrease) in net assets resulting from operations

$ 157,259

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30, 2002
(Unaudited)

Year ended
October 31,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ (3,002)

$ 4,560

Net realized gain (loss)

(92,704)

(23,272)

Change in net unrealized appreciation
(depreciation)

252,965

(593,081)

Net increase (decrease) in net assets resulting from operations

157,259

(611,793)

Distributions to shareholders from net investment
income

-

(16,788)

Distributions to shareholders from net realized gain

-

(238,389)

Total distributions

-

(255,177)

Share transactions
Net proceeds from sales of shares

125,583

656,866

Reinvestment of distributions

-

244,711

Cost of shares redeemed

(208,523)

(864,611)

Net increase (decrease) in net assets resulting from share transactions

(82,940)

36,966

Total increase (decrease) in net assets

74,319

(830,004)

Net Assets

Beginning of period

2,118,001

2,948,005

End of period (including accumulated net investment loss of $2,690 and undistributed net investment income of $4,667, respectively)

$ 2,192,320

$ 2,118,001

Other Information

Shares

Sold

6,158

29,529

Issued in reinvestment of distributions

-

10,780

Redeemed

(10,278)

(40,447)

Net increase (decrease)

(4,120)

(138)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

Six months ended
April 30, 2002

Years ended October 31,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of
period

$ 18.57

$ 25.82

$ 25.73

$ 19.29

$ 21.66

$ 18.27

Income from Invest-
ment Operations

Net investment income (loss)D

(.03)

.04

.04E

.13

.09F

.08

Net realized and unrealized gain (loss)

1.40

(5.01)

2.11

6.86

.47

4.97

Total from investment operations

1.37

(4.97)

2.15

6.99

.56

5.05

Distributions from
net investment
income

-

(.15)

(.57)

(.10)

(.08)

(.12)

Distributions from net realized gain

-

(2.13)

(1.49)

(.45)

(2.85)

(1.54)

Total distributions

-

(2.28)

(2.06)

(.55)

(2.93)

(1.66)

Net asset value, end of period

$ 19.94

$ 18.57

$ 25.82

$ 25.73

$ 19.29

$ 21.66

Total ReturnB, C

7.38%

(20.86)%

8.14%

36.98%

2.56%

29.83%

Ratios to Average Net AssetsG

Expenses before expense reductions

1.08%A

.94%

.85%

.67%

.70%

.69%

Expenses net of voluntary waivers, if any

1.08%A

.94%

.85%

.67%

.70%

.69%

Expenses net of all reductions

1.06%A

.91%

.83%

.65%

.67%

.66%

Net investment income (loss)

(.27)%A

.17%

.15%

.56%

.46%

.43%

Supplemental Data

Net assets, end of period
(in millions)

$ 2,192

$ 2,118

$ 2,948

$ 2,936

$ 2,292

$ 2,049

Portfolio turnover rate

86%A

120%

85%

78%

121%

176%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E Investment income per share reflects a special dividend which amounted to $.03 per share. F Investment income per share reflects a special dividend which amounted to $.04 per share. G Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflects expenses after reimbursement by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2002 (Unaudited)

1. Significant Accounting Policies.

Fidelity Capital Appreciation Fund (the fund) is a fund of Fidelity Capital 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 accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADR's, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Foreign Currency - continued

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

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

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income,which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, foreign currency transactions, passive foreign investment companies (PFIC), non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

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.

Semiannual Report

2. Operating Policies.

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

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a custodian bank. 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.

Restricted Securities. The fund may 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. Information regarding restricted securities is included under the captions "Legend" and/or "Other Information" at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward, or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was ..83% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Sales Load. Fidelity Distributors Corporation (FDC), an affiliate of FMR, is the general distributor of the fund. Prior to October 12, 1990, FDC received a deferred sales charge of up to 1%. Shares purchased before October 12, 1990 are subject to a 1% deferred sales charge upon redemption. For the period, FDC received deferred sales charges of $52,000.

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $773,000 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

Semiannual Report

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $224,000 of the fund's expenses. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's transfer agent expenses by $7,000.

8. 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

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Big Buck Brew & Steakhouse, Inc.

$ -

$ 987

$ -

$ -

Homestore.com, Inc.

-

45,140

-

-

TOTALS

$ -

$ 46,127

$ -

$ -

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
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Semiannual Report

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Semiannual Report

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Fidelity®

Disciplined Equity

Fund

Semiannual Report

April 30, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

April's weak stock market performance dragged the majority of broad-based, large-capitalization equity indexes into negative territory through the first four months of 2002. However, small- and mid-cap value stocks rose above the tide based on their more attractive valuations and strong current earnings growth. April's equity woes proved beneficial for most fixed-income categories, particularly Treasury and government securities. Year to date, nearly every category of the bond market had positive returns.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended April 30, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity® Disciplined Equity

5.64%

-10.14%

53.79%

204.73%

S&P 500 ®

2.31%

-12.63%

43.91%

216.93%

Growth Funds Average

2.72%

-14.95%

39.97%

183.31%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500SM Index - a market capitalization-weighted index of common stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 2,097 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page <Click Here> of this report.(dagger)

Average Annual Total Returns

Periods ended April 30, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity Disciplined Equity

-10.14%

8.99%

11.79%

S&P 500

-12.63%

7.55%

12.23%

Growth Funds Average

-14.95%

6.47%

10.38%

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

Semiannual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Disciplined Equity Fund on April 30, 1992. As the chart shows, by April 30, 2002, the value of the investment would have grown to $30,473 - a 204.73% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $31,693 - a 216.93% 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 long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

(dagger) The Lipper large-cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper large-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of April 30, 2002, the six months, one year, five year, and 10 year cumulative total returns for the large-cap core funds average were 1.79%, -13.93%, 33.34%, and 170.52%, respectively; and the one year, five year, and 10 year average annual total returns were -13.93%, 5.77%, and 10.24%, respectively. The six months, one year, five year, and 10 year cumulative total returns for the large-cap supergroup average were 1.38%, -15.55%, 34.26%, and 170.70%, respectively; and the one year, five year, and 10 year average annual total returns were -15.55%, 5.83%, and 10.22%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

Small-cap value stocks soundly outperformed large-cap growth stocks during the six-month period ending April 30, 2002. In that time, the Russell 2000® Index, a benchmark of small-cap stock performance, soared 20.03%, and the Russell MidCap® Index, a barometer of mid-cap equity performance, gained 15.24%. In comparison, the large-cap weighted Standard & Poor's 500SM Index struggled to a 2.31% return. Meanwhile, the value-oriented, blue chip proxy Dow Jones Industrial AverageSM returned 10.57%, while the growth-oriented, tech-heavy NASDAQ Composite® Index eked out a 0.04% increase. The six-month period opened on a high note as stocks enjoyed some of their best gains of 2001 in the final two months of the year, thanks to signs of improvement in the U.S. economy, brighter corporate earnings outlooks and a Federal Reserve Board that slashed short-term interest rates to 40-year lows. However, enthusiasm for stocks faded after allegations of questionable accounting practices at several high-profile energy companies. In response, equity markets suffered mild declines or offered tepid returns at best in the first two months of 2002. But a strong March lifted first-quarter stock market performance into positive territory, as gross domestic product and productivity had promising increases. Unfortunately, most of the market's year-to-date gains were wiped out in April, as lingering profit worries and valuation concerns left investor confidence at tenuous levels.

(Portfolio Manager photograph)
An interview with Steven Snider, Portfolio Manager of Fidelity Disciplined Equity Fund

Q. How did the fund perform, Steve?

A. For the six-month period that ended April 30, 2002, the fund returned 5.64%. During the same time period, the Standard & Poor's 500 Index returned 2.31%, while the growth funds average tracked by Lipper Inc. returned 2.72%. For the 12 months that ended April 30, 2002, the fund declined 10.14%, the S&P 500 dropped 12.63%, and the Lipper average posted a loss of 14.95%.

Q. What factors contributed to the fund's strong relative performance?

A. Shareholders will recall that Disciplined Equity's investment strategy is to add value primarily through stock selection - as opposed to sector rotation, market timing or other possible strategies. For the six-month period covered by this report, the strategy worked exactly as intended. Essentially all of the fund's outperformance came from security selection, and very little came from the fund's small sector deviations relative to the S&P 500.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What were some of the investments that did well for the fund?

A. Many of the leading contributors were drawn from three industry groups: health care equipment and services, consumer durables and capital goods. In the health care sector, companies such as UnitedHealth Group, Oxford Health Plans and Tenet Healthcare were the top performers. UnitedHealth benefited from rising market share and profit margins, as well as positive earnings results. Oxford's stock price increased as a result of strong cost controls and high enrollment growth. Tenet exceeded earnings estimates as the company restored profitability to several recently acquired hospitals. In the consumer durables sector, homebuilders NVR, Lennar Corporation, D.R. Horton and Ryland Group were top contributors due in large part to industry consolidation within the sector. The market share of the 10 largest companies has doubled in the past five years, which improved access to capital and provided economies of scale. In the capital goods sector, defense contractor United Technologies exceeded expectations with increased revenues and strong cash flows, while L-3 Communications benefited from high growth in the U.S. defense budget, increased orders for bomb-detection units and several strategic acquisitions.

Q. What stocks hurt performance?

A. Stocks that were a drag on performance were scattered throughout many different industries. The largest single detractor was semiconductor manufacturer Intel. From October 2001 through January 2002, the fund was underweight Intel relative to the S&P 500 while the stock rallied some 43% on early signs of a recovery in the semiconductor industry. Underweighting this high-returning stock hurt the fund's relative performance. As our quantitative models began to upgrade the stock in early 2002, I added to the position, but Intel's 18% fall from February through April pulled down performance. Tyco International also hurt returns as the company suffered both from general market concerns about the financial accounting of diversified conglomerates and from specific fears about its liquidity and cash flows. Another detractor was electric utility Dynegy. The company suffered from weak commodity prices, too much industry capacity and legal fears resulting from its aborted merger with Enron. I sold Tyco and Dynegy prior to the end of the period, and they are no longer in the fund. Computer Associates, a developer of enterprise software, was hit by weaker-than-expected earnings and news of an investigation by the Securities and Exchange Commission into the company's accounting practices.

Q. What's your outlook?

A. The U.S. economy seems to be slowly rebounding, and appears unlikely to slip back into recession in the near future. That being said, I don't base portfolio decisions on how the economy or markets are expected to perform. My focus is on portfolio structure, stock selection and finding good values in order to produce returns in line with the fund's objective.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Semiannual Report

Fund Facts

Goal: to increase the value of the fund's shares by investing mainly in a diversified portfolio of common stocks that the manager determines, using quantitative and fundamental research, to be undervalued compared to others in their industries

Fund number: 315

Trading symbol: FDEQX

Start date: December 28, 1988

Size: as of April 30, 2002, more than $3.1 billion

Manager: Steven Snider, since 2000; manager of equity portfolios for Fidelity Management Trust Company, since 1994; joined Fidelity in 1992

3

Steve Snider on minimizing the effect of corporate bankruptcies on fund performance:

"The sudden collapse and bankruptcy of such companies as Enron, Global Crossing and Kmart provided numerous lessons for all investors. As quantitative investors, how can we avoid these companies or, at least, minimize their damage to our portfolios?

"The first line of defense in our quant process is to ensure our data inputs are good. We make sure to ´clean' the corporate data we download by looking for anomalous numbers that might be suspicious. Our second step relies on the nature of quantitative models themselves. Because we use many models to look at thousands of companies across dozens of dimensions, a company that scores poorly on one or more variables that traditionally precede financial distress will receive a low ranking and be excluded from the portfolio. We also use Fidelity's global network of fundamental research analysts to gain as much company-specific information as possible.

"Unfortunately, there is no defense against fraud. If a company issues misleading audited financial data, our models may score it highly. This is where the portfolio's risk controls - broad diversification, limited stock weightings, and a concentration on liquid, or easily traded, stocks - come into play. By ensuring that no single stock is a large portion of the fund, we can try to limit the potential damage should any one holding collapse."

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

3.1

2.3

General Electric Co.

2.9

3.8

Microsoft Corp.

2.8

3.4

Intel Corp.

2.5

0.9

Wal-Mart Stores, Inc.

2.5

1.8

Procter & Gamble Co.

2.3

1.9

Fannie Mae

1.9

2.3

Pfizer, Inc.

1.9

2.5

PepsiCo, Inc.

1.8

1.9

Royal Dutch Petroleum Co. (NY Shares)

1.7

1.1

23.4

Top Five Market Sectors as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

16.7

10.3

Information Technology

15.7

15.6

Financials

15.5

18.6

Health Care

14.6

18.0

Industrials

11.6

11.3

Asset Allocation (% of fund's net assets)

As of April 30, 2002 *

As of October 31, 2001 **

Stocks 96.4%

Stocks and
Equity Futures 97.8%

Short-Term
Investments and
Net Other Assets 3.6%

Short-Term
Investments and
Net Other Assets 2.2%

* Foreign
investments

2.1%

** Foreign
investments

1.7%



Semiannual Report

Investments April 30, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.4%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 16.7%

Auto Components - 0.2%

American Axle & Manufacturing Holdings, Inc. (a)

75,000

$ 2,475

Delphi Corp.

200,000

3,110

5,585

Automobiles - 0.6%

General Motors Corp.

200,000

12,830

Harley-Davidson, Inc.

100,000

5,299

18,129

Hotels, Restaurants & Leisure - 2.0%

Darden Restaurants, Inc.

250,000

9,975

Gtech Holdings Corp. (a)

75,000

4,493

Harrah's Entertainment, Inc. (a)

150,000

7,374

International Game Technology (a)

325,400

20,484

MGM Mirage, Inc. (a)

100,000

4,015

Tricon Global Restaurants, Inc. (a)

200,000

12,612

Wendy's International, Inc.

100,000

3,740

62,693

Household Durables - 1.8%

D.R. Horton, Inc.

375,957

9,700

KB Home

80,000

3,988

Lennar Corp.

220,500

12,247

Mohawk Industries, Inc. (a)

125,000

8,041

NVR, Inc. (a)

35,100

12,978

Ryland Group, Inc.

75,000

8,250

55,204

Internet & Catalog Retail - 0.3%

eBay, Inc. (a)

90,000

4,779

Lands' End, Inc. (a)

75,000

3,772

8,551

Leisure Equipment & Products - 0.1%

Action Performance Companies, Inc. (a)

75,000

3,529

Media - 1.6%

AOL Time Warner, Inc. (a)

302,000

5,744

McGraw-Hill Companies, Inc.

100,000

6,399

Scholastic Corp. (a)

38,000

1,928

Viacom, Inc. Class B (non-vtg.) (a)

167,700

7,899

Walt Disney Co.

1,248,800

28,947

50,917

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Multiline Retail - 4.3%

Dillard's, Inc. Class A

200,000

$ 4,898

Dollar Tree Stores, Inc. (a)

175,000

6,675

Family Dollar Stores, Inc.

100,000

3,460

Kohls Corp. (a)

393,900

29,030

Target Corp.

275,000

12,004

Wal-Mart Stores, Inc.

1,383,800

77,299

133,366

Specialty Retail - 5.8%

Abercrombie & Fitch Co. Class A (a)

135,000

4,050

Asbury Automotive Group, Inc.

3,300

65

AutoNation, Inc. (a)

150,000

2,400

AutoZone, Inc. (a)

75,000

5,700

Barnes & Noble, Inc. (a)

200,000

6,044

Best Buy Co., Inc. (a)

450,000

33,458

Blockbuster, Inc. Class A

200,000

5,720

CDW Computer Centers, Inc. (a)

100,000

5,480

Chico's FAS, Inc. (a)

100,000

3,608

Circuit City Stores, Inc. - Circuit City Group

250,000

5,390

Foot Locker, Inc. (a)

200,000

3,150

Group 1 Automotive, Inc. (a)

37,600

1,648

Home Depot, Inc.

975,800

45,248

Lowe's Companies, Inc.

456,500

19,305

Office Depot, Inc. (a)

500,000

9,570

Pier 1 Imports, Inc.

90,000

2,156

Rent-A-Center, Inc. (a)

32,500

1,960

Ross Stores, Inc.

110,000

4,467

The Limited, Inc.

325,000

6,227

TJX Companies, Inc.

150,000

6,537

Wet Seal, Inc. Class A (a)

40,000

1,425

Williams-Sonoma, Inc. (a)

100,000

5,761

Zale Corp. (a)

80,000

3,178

182,547

TOTAL CONSUMER DISCRETIONARY

520,521

CONSUMER STAPLES - 9.4%

Beverages - 4.1%

Anheuser-Busch Companies, Inc.

400,000

21,200

Pepsi Bottling Group, Inc.

400,000

11,456

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Beverages - continued

PepsiCo, Inc.

1,085,830

$ 56,355

The Coca-Cola Co.

690,100

38,307

127,318

Food & Drug Retailing - 0.8%

Kroger Co. (a)

200,000

4,554

SUPERVALU, Inc.

170,000

5,100

Sysco Corp.

548,100

15,900

25,554

Food Products - 0.5%

Hershey Foods Corp.

54,000

3,672

Sara Lee Corp.

300,000

6,354

Smithfield Foods, Inc. (a)

200,000

4,220

14,246

Household Products - 2.8%

Clorox Co.

175,000

7,744

Colgate-Palmolive Co.

142,600

7,559

Procter & Gamble Co.

805,700

72,722

88,025

Tobacco - 1.2%

Loews Corp. - Carolina Group

18,900

620

Philip Morris Companies, Inc.

697,900

37,987

38,607

TOTAL CONSUMER STAPLES

293,750

ENERGY - 6.0%

Oil & Gas - 6.0%

Apache Corp.

125,000

7,291

Burlington Resources, Inc.

150,000

6,665

ChevronTexaco Corp.

192,414

16,684

Exxon Mobil Corp.

2,388,600

95,940

Premcor, Inc.

4,000

96

Royal Dutch Petroleum Co. (NY Shares)

1,034,200

54,047

Unocal Corp.

150,000

5,579

186,302

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - 15.5%

Banks - 5.9%

Astoria Financial Corp.

140,000

$ 4,493

Bank of America Corp.

598,200

43,358

Bank One Corp.

666,000

27,219

Downey Financial Corp.

50,000

2,656

First Tennessee National Corp.

94,400

3,650

Golden West Financial Corp.

390,900

26,734

Independence Community Bank Corp.

27,400

893

New York Community Bancorp, Inc.

110,100

3,266

North Fork Bancorp, Inc.

200,800

7,755

Roslyn Bancorp, Inc.

51,000

1,174

SouthTrust Corp.

318,200

8,490

Wachovia Corp.

557,853

21,221

Washington Federal, Inc.

47,410

1,238

Washington Mutual, Inc.

840,900

31,727

183,874

Diversified Financials - 6.2%

Bear Stearns Companies, Inc.

75,000

4,646

Citigroup, Inc.

1,127,400

48,816

Doral Financial Corp.

60,800

2,124

Fannie Mae

765,800

60,445

Freddie Mac

667,900

43,647

Investment Technology Group, Inc. (a)

90,000

4,140

Moody's Corp.

25,900

1,129

Morgan Stanley Dean Witter & Co.

630,300

30,078

Principal Financial Group, Inc.

25,000

695

195,720

Insurance - 3.4%

American International Group, Inc.

593,400

41,016

Everest Re Group Ltd.

127,800

8,678

Fidelity National Financial, Inc.

300,300

9,264

Lincoln National Corp.

70,000

3,353

MBIA, Inc.

191,850

10,346

Old Republic International Corp.

146,400

4,865

Progressive Corp.

225,000

12,938

Prudential Financial, Inc.

23,000

738

Radian Group, Inc.

290,500

15,077

106,275

TOTAL FINANCIALS

485,869

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - 14.6%

Biotechnology - 0.5%

Amgen, Inc. (a)

120,000

$ 6,346

Cephalon, Inc. (a)

100,000

5,864

Immunex Corp. (a)

125,000

3,393

15,603

Health Care Equipment & Supplies - 0.2%

Apogent Technologies, Inc. (a)

75,000

1,740

Baxter International, Inc.

60,800

3,460

Viasys Healthcare, Inc. (a)

62,662

1,265

6,465

Health Care Providers & Services - 6.7%

Accredo Health, Inc. (a)

60,000

3,884

AdvancePCS Class A (a)

119,200

4,030

AmerisourceBergen Corp.

47,500

3,681

Caremark Rx, Inc. (a)

554,100

11,913

CIGNA Corp.

90,000

9,810

Coventry Health Care, Inc. (a)

22,900

721

DaVita, Inc. (a)

176,900

4,585

HCA, Inc.

100,000

4,779

Health Net, Inc. (a)

213,100

6,318

Laboratory Corp. of America Holdings (a)

111,000

11,011

Manor Care, Inc. (a)

220,000

5,641

Medical Staffing Network Holdings, Inc.

1,700

41

Oxford Health Plans, Inc. (a)

358,100

16,530

Patterson Dental Co. (a)

40,100

1,849

Pharmaceutical Product Development, Inc. (a)

198,800

5,006

Quest Diagnostics, Inc. (a)

60,000

5,516

Service Corp. International (SCI) (a)

253,600

992

Tenet Healthcare Corp. (a)

603,400

44,271

UnitedHealth Group, Inc.

567,400

49,823

Wellpoint Health Networks, Inc. (a)

227,800

17,103

207,504

Pharmaceuticals - 7.2%

Abbott Laboratories

286,300

15,446

Eli Lilly & Co.

199,100

13,151

Forest Laboratories, Inc. (a)

75,000

5,786

Johnson & Johnson

823,400

52,582

Merck & Co., Inc.

674,600

36,658

Mylan Laboratories, Inc.

150,000

3,972

Pfizer, Inc.

1,661,700

60,403

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Pharmacia Corp.

300,000

$ 12,369

Wyeth

453,400

25,844

226,211

TOTAL HEALTH CARE

455,783

INDUSTRIALS - 11.6%

Aerospace & Defense - 4.8%

General Dynamics Corp.

361,500

35,098

Integrated Defense Technologies, Inc.

1,600

48

L-3 Communications Holdings, Inc. (a)

194,500

24,853

Lockheed Martin Corp.

444,900

27,984

Precision Castparts Corp.

143,600

5,079

Raytheon Co.

75,000

3,173

Rockwell Collins, Inc.

89,700

2,137

United Defense Industries, Inc.

10,000

272

United Technologies Corp.

715,000

50,172

148,816

Air Freight & Logistics - 0.2%

FedEx Corp. (a)

100,000

5,167

Airlines - 0.0%

ExpressJet Holdings, Inc. Class A

10,000

144

JetBlue Airways Corp.

1,400

70

214

Commercial Services & Supplies - 2.4%

Apollo Group, Inc. Class A (a)

287,094

11,007

Automatic Data Processing, Inc.

60,000

3,050

Cendant Corp. (a)

893,200

16,069

Deluxe Corp.

100,000

4,388

Education Management Corp. (a)

37,600

1,621

First Data Corp.

205,000

16,295

Fiserv, Inc. (a)

150,000

6,669

H&R Block, Inc.

431,800

17,324

76,423

Industrial Conglomerates - 4.0%

3M Co.

273,300

34,381

General Electric Co.

2,920,000

92,126

126,507

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Machinery - 0.2%

AGCO Corp. (a)

80,000

$ 1,818

PACCAR, Inc.

50,000

3,574

5,392

TOTAL INDUSTRIALS

362,519

INFORMATION TECHNOLOGY - 15.7%

Communications Equipment - 1.6%

Cisco Systems, Inc. (a)

3,171,600

46,464

UTStarcom, Inc. (a)

145,200

3,557

50,021

Computers & Peripherals - 2.8%

Apple Computer, Inc. (a)

180,000

4,369

Dell Computer Corp. (a)

1,206,400

31,777

Hewlett-Packard Co.

850,000

14,535

International Business Machines Corp.

190,700

15,973

NCR Corp. (a)

235,600

9,155

Network Appliance, Inc. (a)

300,000

5,235

Storage Technology Corp. (a)

200,000

4,116

Western Digital Corp. (a)

250,000

1,548

86,708

Electronic Equipment & Instruments - 0.1%

Tech Data Corp. (a)

100,000

4,734

Internet Software & Services - 0.2%

Hotels.com Class A (a)

45,000

2,831

Overture Services, Inc. (a)

153,600

5,252

8,083

IT Consulting & Services - 1.1%

Accenture Ltd. Class A

76,000

1,629

Affiliated Computer Services, Inc. Class A (a)

199,200

10,771

CACI International, Inc. Class A (a)

80,000

2,414

Electronic Data Systems Corp.

120,000

6,511

SunGard Data Systems, Inc. (a)

400,000

11,904

33,229

Office Electronics - 0.1%

Xerox Corp.

250,000

2,213

Semiconductor Equipment & Products - 5.1%

Applied Materials, Inc. (a)

150,000

3,648

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

Cymer, Inc. (a)

90,000

$ 4,254

ESS Technology, Inc. (a)

250,000

3,993

Intel Corp.

2,749,700

78,669

KLA-Tencor Corp. (a)

525,000

30,959

Microchip Technology, Inc. (a)

100,000

4,450

Micron Technology, Inc. (a)

100,000

2,370

Mykrolis Corp.

41,623

614

National Semiconductor Corp. (a)

50,000

1,576

Novellus Systems, Inc. (a)

120,000

5,688

Semtech Corp. (a)

190,000

6,076

Texas Instruments, Inc.

400,000

12,372

Xilinx, Inc. (a)

125,000

4,720

159,389

Software - 4.7%

Activision, Inc. (a)

105,000

3,305

Adobe Systems, Inc.

250,000

9,990

Computer Associates International, Inc.

200,000

3,720

Compuware Corp. (a)

250,000

1,960

Electronic Arts, Inc. (a)

175,000

10,334

Intuit, Inc. (a)

175,000

6,857

Mentor Graphics Corp. (a)

210,000

4,053

Microsoft Corp. (a)

1,645,400

85,989

Network Associates, Inc. (a)

250,000

4,438

Oracle Corp. (a)

1,243,600

12,486

THQ, Inc. (a)

112,500

3,944

147,076

TOTAL INFORMATION TECHNOLOGY

491,453

MATERIALS - 2.5%

Chemicals - 1.5%

Airgas, Inc. (a)

125,000

2,061

E.I. du Pont de Nemours & Co.

780,000

34,710

Praxair, Inc.

100,000

5,710

RPM, Inc.

200,000

3,390

45,871

Containers & Packaging - 0.5%

Ball Corp.

130,274

6,195

Bemis Co., Inc.

25,000

1,331

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - continued

Containers & Packaging - continued

Owens-Illinois, Inc. (a)

100,000

$ 1,602

Pactiv Corp. (a)

75,000

1,550

Sealed Air Corp. (a)

100,000

4,467

15,145

Metals & Mining - 0.5%

Newmont Mining Corp.

400,000

11,404

Nucor Corp.

100,000

5,845

17,249

TOTAL MATERIALS

78,265

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 3.1%

ALLTEL Corp.

100,000

4,950

AT&T Corp.

1,953,300

25,627

BellSouth Corp.

469,854

14,260

CenturyTel, Inc.

75,000

2,078

SBC Communications, Inc.

641,700

19,931

Verizon Communications, Inc.

788,400

31,623

98,469

UTILITIES - 1.3%

Electric Utilities - 0.9%

Edison International (a)

200,000

3,630

Entergy Corp.

334,200

15,507

TXU Corp.

180,000

9,796

28,933

Gas Utilities - 0.4%

Kinder Morgan, Inc.

269,300

13,037

TOTAL UTILITIES

41,970

TOTAL COMMON STOCKS

(Cost $2,876,396)

3,014,901

U.S. Treasury Obligations - 0.2%

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Treasury Bills, yield at date of purchase 1.73% to 1.77% 5/30/02 to 7/5/02
(Cost $5,090)

$ 5,100

$ 5,090

Money Market Funds - 4.0%

Shares

Fidelity Cash Central Fund, 1.85% (b)
(Cost $124,970)

124,969,981

124,970

TOTAL INVESTMENT PORTFOLIO - 100.6%

(Cost $3,006,456)

3,144,961

NET OTHER ASSETS - (0.6)%

(19,192)

NET ASSETS - 100%

$ 3,125,769

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $965,313,000 and $811,271,000, respectively.

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

Income Tax Information

At April 30, 2002, the aggregate cost of investment securities for income tax purposes was $3,007,512,000. Net unrealized appreciation aggregated $137,449,000, of which $416,441,000 related to appreciated investment securities and $278,992,000 related to depreciated investment securities.

At October 31, 2001, the fund had a capital loss carryforward of approximately $291,874,000 all of which will expire on October 31, 2009.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

April 30, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $22,545) (cost $3,006,456) - See accompanying schedule

$ 3,144,961

Receivable for investments sold

21,564

Receivable for fund shares sold

4,439

Dividends receivable

1,908

Interest receivable

274

Other receivables

10

Total assets

3,173,156

Liabilities

Payable for investments purchased

$ 18,947

Payable for fund shares redeemed

2,371

Accrued management fee

2,055

Other payables and accrued expenses

706

Collateral on securities loaned, at value

23,308

Total liabilities

47,387

Net Assets

$ 3,125,769

Net Assets consist of:

Paid in capital

$ 3,411,648

Distributions in excess of net investment income

(57)

Accumulated undistributed net realized gain (loss) on investments

(424,329)

Net unrealized appreciation (depreciation) on investments

138,507

Net Assets, for 144,270 shares outstanding

$ 3,125,769

Net Asset Value, offering price and redemption price per share ($3,125,769 ÷ 144,270 shares)

$ 21.67

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended April 30, 2002 (Unaudited)

Investment Income

Dividends

$ 15,674

Interest

1,061

Security lending

34

Total income

16,769

Expenses

Management fee
Basic fee

$ 8,795

Performance adjustment

1,966

Transfer agent fees

3,225

Accounting and security lending fees

292

Non-interested trustees' compensation

9

Custodian fees and expenses

28

Registration fees

29

Audit

69

Legal

15

Miscellaneous

19

Total expenses before reductions

14,447

Expense reductions

(69)

14,378

Net investment income (loss)

2,391

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(131,720)

Futures contracts

1,695

Total net realized gain (loss)

(130,025)

Change in net unrealized appreciation (depreciation) on:

Investment securities

282,500

Futures contracts

(1,478)

Total change in net unrealized appreciation (depreciation)

281,022

Net gain (loss)

150,997

Net increase (decrease) in net assets resulting from operations

$ 153,388

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30, 2002
(Unaudited)

Year ended
October 31,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 2,391

$ 13,426

Net realized gain (loss)

(130,025)

(293,446)

Change in net unrealized appreciation
(depreciation)

281,022

(615,572)

Net increase (decrease) in net assets resulting
from operations

153,388

(895,592)

Distributions to shareholders from net investment
income

(6,802)

(18,479)

Distributions to shareholders from net realized gain

-

(412,278)

Total distributions

(6,802)

(430,757)

Share transactions
Net proceeds from sales of shares

400,816

648,608

Reinvestment of distributions

6,549

414,610

Cost of shares redeemed

(219,926)

(526,306)

Net increase (decrease) in net assets resulting from share transactions

187,439

536,912

Total increase (decrease) in net assets

334,025

(789,437)

Net Assets

Beginning of period

2,791,744

3,581,181

End of period (including distributions in excess of net investment income of $57 and undistributed net investment income of $7,719, respectively)

$ 3,125,769

$ 2,791,744

Other Information

Shares

Sold

18,195

27,228

Issued in reinvestment of distributions

297

15,616

Redeemed

(10,016)

(22,037)

Net increase (decrease)

8,476

20,807

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

Six months ended
April 30, 2002

Years ended October 31,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 20.56

$ 31.14

$ 32.81

$ 27.61

$ 27.72

$ 22.87

Income from Invest-
ment Operations

Net investment income (loss) D

.02

.10

.16

.25

.31

.32

Net realized and unrealized gain (loss)

1.14

(6.95)

3.34

6.99

3.13

6.25

Total from
investment
operations

1.16

(6.85)

3.50

7.24

3.44

6.57

Distributions from
net investment income

(.05)

(.16)

(.24)

(.22)

(.25)

(.23)

Distributions from net realized gain

-

(3.57)

(4.93)

(1.82)

(3.30)

(1.49)

Total
distributions

(.05)

(3.73)

(5.17)

(2.04)

(3.55)

(1.72)

Net asset value, end of period

$ 21.67

$ 20.56

$ 31.14

$ 32.81

$ 27.61

$ 27.72

Total Return B, C

5.64%

(24.70)%

11.65%

27.69%

13.17%

30.66%

Ratios to Average Net Assets E

Expenses before expense
reductions

.95% A

.85%

.81%

.65%

.67%

.69%

Expenses net of voluntary waivers, if any

.95% A

.85%

.81%

.65%

.67%

.69%

Expenses net of all reductions

.95% A

.84%

.79%

.62%

.64%

.64%

Net investment
income (loss)

.16% A

.42%

.50%

.80%

1.10%

1.28%

Supplemental Data

Net assets,
end of period
(in millions)

$ 3,126

$ 2,792

$ 3,581

$ 3,322

$ 2,801

$ 2,358

Portfolio turnover rate

56% A

101%

118%

113%

125%

127%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflects expenses after reimbursement by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2002 (Unaudited)

1. Significant Accounting Policies.

Fidelity Disciplined Equity Fund (the fund) is a fund of Fidelity Capital 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 accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADR's, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Foreign Currency - continued

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

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

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income,which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, futures transactions, foreign currency transactions, capital loss carryforwards and losses deferred due to wash sales transactions.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

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.

Semiannual Report

2. Operating Policies.

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

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a custodian bank. 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. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends 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 or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

under management decrease. In addition the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward, or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .71% of the fund's average net assets.

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $1,173,000 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

Semiannual Report

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $62,000 of the fund's expenses. In addition, through arrangements with the fund's transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's transfer agent expenses by $7,000.

8. Other Information.

At the end of the period, the Freedom 2020 Fund, managed by Strategic Advisers, Inc., an affiliate of FMR, was the record owner of approximately 10% of the total outstanding shares of the fund. In addition, the Fidelity Freedom funds, in the aggregate, were record owners of approximately 28% of the outstanding shares of the fund.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust
North Quincy, MA

Fidelity's Growth Funds

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Mid-Cap Stock Fund

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OTC Portfolio

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Stock Selector

Structured Large Cap Growth Fund

Structured Large Cap Value Fund

Structured Mid Cap Growth Fund

Structured Mid Cap Value Fund

Tax Managed Stock Fund

Trend Fund

Value Fund

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

FDE-SANN-0602 156956
1.703636.104

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

Fidelity®

Stock Selector

Semiannual Report

April 30, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

April's weak stock market performance dragged the majority of broad-based, large-capitalization equity indexes into negative territory through the first four months of 2002. However, small- and mid-cap value stocks rose above the tide based on their more attractive valuations and strong current earnings growth. April's equity woes proved beneficial for most fixed-income categories, particularly Treasury and government securities. Year to date, nearly every category of the bond market had positive returns.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended April 30, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity® Stock Selector

0.92%

-13.28%

31.91%

180.22%

S&P 500 ®

2.31%

-12.63%

43.91%

216.93%

Growth Funds Average

2.72%

-14.95%

39.97%

183.31%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 2,097 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page <Click Here> of this report.(dagger)

Average Annual Total Returns

Periods ended April 30, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity Stock Selector

-13.28%

5.70%

10.85%

S&P 500

-12.63%

7.55%

12.23%

Growth Funds Average

-14.95%

6.47%

10.38%

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

Semiannual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Stock Selector on April 30, 1992. As the chart shows, by April 30, 2002, the value of the investment would have grown to $28,022 - a 180.22% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $31,693 - a 216.93% 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 long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

(dagger) The Lipper multi-cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper multi-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of April 30, 2002, the six months, one year, five year, and 10 year cumulative total returns for the multi-cap core funds average were 5.37%, -10.38%, 50.59%, and 209.00%, respectively; and the one year, five year, and 10 year average annual total returns were -10.38%, 8.07%, and 11.52%, respectively. The six months, one year, five year, and 10 year cumulative total returns for the multi-cap supergroup average were 5.34%, -11.30%, 53.06%, and 213.72%, respectively; and the one year, five year, and 10 year average annual total returns were -11.30%, 8.45%, and 11.76%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

Small-cap value stocks soundly outperformed large-cap growth stocks during the six-month period ending April 30, 2002. In that time, the Russell 2000® Index, a benchmark of small-cap stock performance, soared 20.03%, and the Russell MidCap® Index, a barometer of mid-cap equity performance, gained 15.24%. In comparison, the large-cap weighted growth-oriented Standard & Poor's 500SM Index struggled to a 2.31% return. Meanwhile, the value-oriented, blue chip proxy Dow Jones Industrial AverageSM returned 10.57%, while the tech-heavy NASDAQ Composite® Index eked out a 0.04% increase. The six-month period opened on a high note as stocks enjoyed some of their best gains of 2001 in the final two months of the year, thanks to signs of improvement in the U.S. economy, brighter corporate earnings outlooks and a Federal Reserve Board that slashed short-term interest rates to 40-year lows. However, enthusiasm for stocks faded after allegations of questionable accounting practices at several high-profile energy companies. In response, equity markets suffered mild declines or offered tepid returns at best in the first two months of 2002. But a strong March lifted first-quarter stock market performance into positive territory, as gross domestic product and productivity had promising increases. Unfortunately, most of the market's year-to-date gains were wiped out in April, as lingering profit worries and valuation concerns left investor confidence at tenuous levels.

(Portfolio Manager photograph)
An interview with James Catudal, Portfolio Manager of Fidelity Stock Selector Fund

Q. How did the fund perform, Jim?

A. For the six-month period ending April 30, 2002, the fund returned 0.92%. The Standard & Poor's 500 Index returned 2.31% for the same period, while the growth funds average tracked by Lipper Inc. returned 2.72%. For the 12 months ending April 30, 2002, the fund returned -13.28%, while the S&P 500 index returned -12.63% and the growth funds average declined 14.95%.

Q. What were the principal factors affecting performance?

A. At the time of the September 11 terrorist attacks, the fund was positioned defensively, consistent with an uncertain economic outlook. After I took over the fund in October, I started to anticipate that the economy would recover relatively quickly and that interest rates would start rising again. As a consequence, I began emphasizing more growth and cyclical stocks, which tend to do well as the economy expands, as well as stocks that are not hurt by rising interest rates. As I did so, I focused on large-cap stocks. However, as we entered the first quarter of 2002, it became clearer that the recovery would be slower than I anticipated and the Federal Reserve Board probably would delay raising short-term rates. In this environment, growth and cyclical stocks tended to do poorly, particularly during April as disappointing first-quarter corporate earnings reports were announced. In hindsight, I moved into growth and cyclical stocks too soon, and I did not invest enough in mid-cap and small-cap stocks. As a result, the fund's performance somewhat lagged the overall market and the Lipper growth average.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What were your principal strategies?

A. I looked for the stocks of companies that could benefit from an improving economy, and I tended to avoid more defensive-oriented utilities and consumer products companies. I also downplayed consumer cyclicals, such as homebuilders, and other interest rate sensitive industries that tend to flourish when rates are declining. I pursued other themes as well. I looked for opportunities among property-and-casualty insurers, which were gaining greater control over the premiums they could charge. In addition, I invested in investment banking companies that tend to benefit from a recovery of the stock market. I also increased the emphasis on HMO and hospital management companies, which stood to benefit from improved revenues.

Q. What investments made significant positive contributions to performance?

A. Chip manufacturers such as Intel performed well when semiconductor inventories were replenished. Semiconductor capital equipment companies, such as Applied Materials, also did well as equipment was ordered for the new technologies to manufacture the next generation of semiconductors. Bank of America benefited from the stabilization of loan credit quality and from the high spread between short-term rates and long-term rates. In health care, Johnson & Johnson was a standout because of strong earnings and the anticipation of new drug-coated stents.

Q. What were the greatest disappointments?

A. Tyco International's stock price plummeted amid projections of earnings shortfalls, controversy over proposed divestiture plans and concerns about the effectiveness of the company's previous acquisition strategy. Bristol-Myers Squibb and AOL Time Warner performed poorly because of earnings disappointments, while Microsoft declined in the downdraft affecting technology stocks.

Q. What's your outlook?

A. I think the economic recovery is coming, just not as soon as I originally anticipated. I expect to continue to emphasize growth and cyclical stocks, and companies that do well even as interest rates rise. I also think the dollar may weaken against other currencies, so I will look for opportunities among corporations that can benefit. Many multinational companies, including consumer products and pharmaceutical firms, have been hurt by the strong dollar in recent years and should be helped by a change in currency trends. Energy is always an issue. The supply-demand situation suggests that energy prices are too high, but the crisis in the Middle East has added an uncertainty premium to the price of oil. Overall, I'm optimistic about the outlook for a healthy economic rebound.

Semiannual Report

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Fund Facts

Goal: seeks capital growth by investing mainly in a diversified portfolio of common stocks

Fund number: 320

Trading symbol: FDSSX

Start date: September 28, 1990

Size: as of April 30, 2002, more than $936 million

Manager: James Catudal, since 2001; Fidelity Select Financial Services Portfolio, 2000-2001; Fidelity Select Energy Service Portfolio, 1998-2000; Fidelity Select Industrial Materials Portfolio, 1997-1998; joined Fidelity in 1997

3

Jim Catudal on how rising interest rates affect financial services companies:

"Typically, interest rates move with the economy. When the economy is growing, rates tend to rise. When a slump occurs, rates usually go down. Some types of financial services stocks historically have performed better when interest rates decline. These include interest rate sensitive banks, whose profit margins on loans expand as the difference between short- and long-term rates widens. Government-sponsored enterprises such as Fannie Mae also can benefit as they experience increased mortgage origination with the decline in rates. Life insurers are another beneficiary as lower rates mean higher values in their fixed-income portfolios.

"Other types of financial services companies usually perform better when rates are rising because higher rates typically accompany an improvement in the economy. Brokerages and investment bankers tend to prosper when capital markets activity increases and stock prices rise. Consumer lending companies and corporate bankers often show improved earnings as their credit costs decline and loan defaults decrease in a healthier economy, offsetting the rise in interest rates.

"Consequently, a change in the direction of rates could have a major repercussion across this sector."

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Microsoft Corp.

4.3

4.0

American International Group, Inc.

3.9

2.4

Pfizer, Inc.

2.6

3.3

Intel Corp.

2.4

2.1

General Electric Co.

2.4

2.6

Johnson & Johnson

2.3

2.6

Philip Morris Companies, Inc.

2.3

1.1

Exxon Mobil Corp.

2.3

3.1

Bank of America Corp.

2.1

1.3

Citigroup, Inc.

1.9

1.7

26.5

Top Five Market Sectors as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.9

14.2

Information Technology

18.1

18.8

Health Care

14.3

14.9

Industrials

11.7

11.8

Consumer Discretionary

9.5

10.6

Asset Allocation (% of fund's net assets)

As of April 30, 2002 *

As of October 31, 2001 **

Stocks 96.3%

Stocks 90.4%

Convertible
Securities 0.3%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 3.4%

Short-Term
Investments and
Net Other Assets 9.6%

* Foreign investments

2.7%

** Foreign investments

1.9%



Semiannual Report

Investments April 30, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.3%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 9.5%

Auto Components - 0.4%

American Axle & Manufacturing Holdings, Inc. (a)

35,000

$ 1,155

Delphi Corp.

160,000

2,488

3,643

Automobiles - 0.5%

General Motors Corp.

65,000

4,170

Hotels, Restaurants & Leisure - 1.6%

Garden Fresh Restaurant Corp. (a)

19,200

250

Hilton Hotels Corp.

50,000

818

Marriott International, Inc. Class A

45,000

1,977

McDonald's Corp.

50,000

1,420

Outback Steakhouse, Inc. (a)

30,000

1,052

Starwood Hotels & Resorts Worldwide, Inc. unit

40,000

1,512

Station Casinos, Inc. (a)

60,000

1,110

Tricon Global Restaurants, Inc. (a)

20,000

1,261

Wendy's International, Inc.

155,000

5,797

15,197

Household Durables - 0.2%

Newell Rubbermaid, Inc.

25,000

785

Pulte Homes, Inc.

2,000

106

Snap-On, Inc.

20,000

634

Yankee Candle Co., Inc. (a)

30,000

658

2,183

Media - 3.0%

AOL Time Warner, Inc. (a)

260,000

4,945

Clear Channel Communications, Inc. (a)

35,000

1,643

E.W. Scripps Co. Class A

20,000

1,594

Gannett Co., Inc.

35,000

2,566

Gemstar-TV Guide International, Inc. (a)

110,000

986

Interpublic Group of Companies, Inc.

15,000

463

McGraw-Hill Companies, Inc.

35,000

2,240

Viacom, Inc. Class B (non-vtg.) (a)

240,000

11,304

Walt Disney Co.

55,000

1,275

XM Satellite Radio Holdings, Inc. Class A (a)

50,000

576

27,592

Multiline Retail - 1.5%

99 Cents Only Stores (a)

25,000

777

Kohls Corp. (a)

35,000

2,580

Neiman Marcus Group, Inc. Class A (a)

40,000

1,464

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Multiline Retail - continued

Saks, Inc. (a)

27,200

$ 404

Wal-Mart Stores, Inc.

165,000

9,217

14,442

Specialty Retail - 2.2%

AutoZone, Inc. (a)

25,000

1,900

Blockbuster, Inc. Class A

50,000

1,430

Home Depot, Inc.

45,000

2,087

Lowe's Companies, Inc.

290,000

12,264

The Limited, Inc.

100,000

1,916

The Men's Wearhouse, Inc. (a)

50,000

1,231

20,828

Textiles, Apparel & Lux. Goods - 0.1%

Liz Claiborne, Inc.

30,000

939

TOTAL CONSUMER DISCRETIONARY

88,994

CONSUMER STAPLES - 9.3%

Beverages - 3.8%

Anheuser-Busch Companies, Inc.

60,000

3,180

Pepsi Bottling Group, Inc.

150,000

4,296

PepsiCo, Inc.

280,000

14,532

The Coca-Cola Co.

250,800

13,922

35,930

Food & Drug Retailing - 0.5%

Safeway, Inc. (a)

44,600

1,871

Whole Foods Market, Inc. (a)

53,400

2,497

4,368

Food Products - 0.5%

ConAgra Foods, Inc.

50,000

1,225

Hershey Foods Corp.

15,000

1,020

Kellogg Co.

80,000

2,874

5,119

Household Products - 1.9%

Colgate-Palmolive Co.

65,000

3,446

Procter & Gamble Co.

155,000

13,990

17,436

Personal Products - 0.3%

Avon Products, Inc.

50,000

2,793

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Tobacco - 2.3%

Philip Morris Companies, Inc.

390,000

$ 21,228

TOTAL CONSUMER STAPLES

86,874

ENERGY - 3.9%

Energy Equipment & Services - 1.4%

BJ Services Co. (a)

91,000

3,343

ENSCO International, Inc.

85,000

2,870

Halliburton Co.

35,000

595

Nabors Industries, Inc. (a)

65,000

2,961

Weatherford International, Inc. (a)

65,000

3,242

13,011

Oil & Gas - 2.5%

ChevronTexaco Corp.

15,000

1,301

Exxon Mobil Corp.

525,000

21,089

Valero Energy Corp.

27,300

1,178

23,568

TOTAL ENERGY

36,579

FINANCIALS - 21.9%

Banks - 5.5%

Bank of America Corp.

270,000

19,570

Fifth Third Bancorp

90,000

6,173

Mellon Financial Corp.

110,000

4,154

Wachovia Corp.

230,942

8,785

Washington Mutual, Inc.

80,000

3,018

Wells Fargo & Co.

195,000

9,974

51,674

Diversified Financials - 9.5%

American Express Co.

190,000

7,792

Capital One Financial Corp.

75,000

4,492

Charles Schwab Corp.

560,000

6,378

Citigroup, Inc.

417,366

18,072

Fannie Mae

115,000

9,077

Farmer Mac Class C (non-vtg.) (a)

50,000

1,886

Freddie Mac

150,000

9,803

Household International, Inc.

25,000

1,457

MBNA Corp.

300,000

10,635

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Diversified Financials - continued

Merrill Lynch & Co., Inc.

315,000

$ 13,211

USA Education, Inc.

65,000

6,230

89,033

Insurance - 6.9%

ACE Ltd.

25,000

1,088

AFLAC, Inc.

70,000

2,093

Allstate Corp.

110,000

4,371

American International Group, Inc.

525,400

36,316

Hartford Financial Services Group, Inc.

60,000

4,158

Marsh & McLennan Companies, Inc.

7,000

708

MetLife, Inc.

185,000

6,316

Prudential Financial, Inc.

168,000

5,393

Sun Life Financial Services of Canada, Inc.

95,000

2,084

The Chubb Corp.

10,000

767

Travelers Property Casualty Corp. Class A

5,000

93

XL Capital Ltd. Class A

10,000

944

64,331

TOTAL FINANCIALS

205,038

HEALTH CARE - 14.3%

Biotechnology - 0.4%

Amgen, Inc. (a)

50,000

2,644

Gilead Sciences, Inc. (a)

30,000

934

3,578

Health Care Equipment & Supplies - 2.0%

Align Technology, Inc. (a)

170,000

655

Baxter International, Inc.

55,000

3,130

Biomet, Inc.

90,000

2,541

Boston Scientific Corp. (a)

130,000

3,240

C.R. Bard, Inc.

35,000

1,923

Guidant Corp. (a)

3,400

128

Kensey Nash Corp. (a)

75,000

1,444

Medtronic, Inc.

120,000

5,363

Zimmer Holdings, Inc. (a)

7,100

246

18,670

Health Care Providers & Services - 3.7%

Anthem, Inc.

40,000

2,728

Cardinal Health, Inc.

70,000

4,848

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

HCA, Inc.

50,000

$ 2,390

HealthSouth Corp. (a)

160,000

2,416

McKesson Corp.

90,000

3,635

Tenet Healthcare Corp. (a)

105,000

7,704

UnitedHealth Group, Inc.

75,000

6,586

Wellpoint Health Networks, Inc. (a)

55,000

4,129

34,436

Pharmaceuticals - 8.2%

Barr Laboratories, Inc. (a)

55,000

3,666

Bristol-Myers Squibb Co.

95,000

2,736

Forest Laboratories, Inc. (a)

60,000

4,628

Johnson & Johnson

345,000

22,032

Merck & Co., Inc.

220,000

11,955

Mylan Laboratories, Inc.

65,000

1,721

Pfizer, Inc.

670,640

24,378

Pharmaceutical Resources, Inc. (a)

30,000

750

Schering-Plough Corp.

78,900

2,154

SICOR, Inc. (a)

50,000

886

Wyeth

45,000

2,565

77,471

TOTAL HEALTH CARE

134,155

INDUSTRIALS - 11.7%

Aerospace & Defense - 3.0%

Aviall, Inc. (a)

160,000

1,416

BE Aerospace, Inc. (a)

60,000

780

Boeing Co.

135,000

6,021

General Dynamics Corp.

7,400

718

Lockheed Martin Corp.

185,000

11,637

United Defense Industries, Inc.

900

24

United Technologies Corp.

105,000

7,368

27,964

Air Freight & Logistics - 0.2%

Ryder System, Inc.

75,000

2,127

Airlines - 0.3%

Delta Air Lines, Inc.

15,000

416

Southwest Airlines Co.

160,000

2,914

3,330

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Building Products - 0.5%

Masco Corp.

179,400

$ 5,041

Commercial Services & Supplies - 2.5%

Automatic Data Processing, Inc.

25,000

1,271

Cendant Corp. (a)

390,000

7,016

eFunds Corp. (a)

60,000

954

First Data Corp.

75,000

5,962

Herman Miller, Inc.

60,000

1,466

InterCept, Inc. (a)

20,000

608

Manpower, Inc.

25,000

1,006

NDCHealth Corp.

15,000

483

Paychex, Inc.

75,000

2,800

Viad Corp.

60,000

1,829

23,395

Electrical Equipment - 0.3%

Baldor Electric Co.

25,000

593

Emerson Electric Co.

35,000

1,869

2,462

Industrial Conglomerates - 3.7%

3M Co.

45,000

5,661

General Electric Co.

702,500

22,164

Tyco International Ltd.

360,000

6,642

34,467

Machinery - 1.2%

Caterpillar, Inc.

45,000

2,458

Illinois Tool Works, Inc.

15,000

1,082

Ingersoll-Rand Co. Ltd. Class A

95,000

4,745

Navistar International Corp.

65,000

2,594

10,879

Road & Rail - 0.0%

Kansas City Southern Industries, Inc. (a)

20,700

331

TOTAL INDUSTRIALS

109,996

INFORMATION TECHNOLOGY - 18.1%

Communications Equipment - 1.9%

Brocade Communications System, Inc. (a)

60,000

1,535

CIENA Corp. (a)

80,000

599

Cisco Systems, Inc. (a)

470,000

6,886

Comverse Technology, Inc. (a)

50,000

602

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Lucent Technologies, Inc.

580,000

$ 2,668

Motorola, Inc.

240,000

3,696

Polycom, Inc. (a)

70,000

1,443

17,429

Computers & Peripherals - 2.5%

Apple Computer, Inc. (a)

265,000

6,432

Dell Computer Corp. (a)

355,000

9,351

Gateway, Inc. (a)

110,000

603

Hewlett-Packard Co.

90,000

1,539

Storage Technology Corp. (a)

115,000

2,367

Sun Microsystems, Inc. (a)

370,000

3,027

23,319

Electronic Equipment & Instruments - 0.8%

Agilent Technologies, Inc. (a)

30,000

902

Flextronics International Ltd. (a)

215,000

2,978

Kopin Corp. (a)

100,000

794

PerkinElmer, Inc.

55,000

704

Tech Data Corp. (a)

25,000

1,184

Tektronix, Inc. (a)

30,000

660

Thermo Electron Corp.

15,000

284

7,506

Internet Software & Services - 0.3%

Overture Services, Inc. (a)

40,000

1,368

Yahoo!, Inc. (a)

110,000

1,624

2,992

IT Consulting & Services - 0.2%

Electronic Data Systems Corp.

41,000

2,225

Office Electronics - 0.1%

Zebra Technologies Corp. Class A (a)

10,000

567

Semiconductor Equipment & Products - 7.3%

Altera Corp. (a)

55,000

1,131

Analog Devices, Inc. (a)

30,000

1,109

Applied Materials, Inc. (a)

460,000

11,187

Elantec Semiconductor, Inc. (a)

55,000

2,274

Fairchild Semiconductor International, Inc. Class A (a)

70,000

1,886

Integrated Circuit Systems, Inc. (a)

15,000

299

Intel Corp.

785,400

22,470

Intersil Corp. Class A (a)

30,000

806

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

KLA-Tencor Corp. (a)

75,000

$ 4,423

LAM Research Corp. (a)

30,000

770

Linear Technology Corp.

50,000

1,943

LSI Logic Corp. (a)

135,000

1,735

Maxim Integrated Products, Inc. (a)

40,000

1,992

National Semiconductor Corp. (a)

70,000

2,206

NVIDIA Corp. (a)

15,000

522

Oak Technology, Inc. (a)

60,000

854

Semtech Corp. (a)

55,000

1,759

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

395,600

7,002

Texas Instruments, Inc.

128,900

3,987

68,355

Software - 5.0%

Adobe Systems, Inc.

60,000

2,398

Compuware Corp. (a)

119,900

940

Infinium Software, Inc. (a)

30,000

209

Microsoft Corp. (a)

774,700

40,464

Network Associates, Inc. (a)

34,800

618

Oracle Corp. (a)

45,000

452

PeopleSoft, Inc. (a)

25,000

579

VERITAS Software Corp. (a)

56,300

1,596

47,256

TOTAL INFORMATION TECHNOLOGY

169,649

MATERIALS - 3.4%

Chemicals - 0.8%

E.I. du Pont de Nemours & Co.

70,000

3,115

Millennium Chemicals, Inc.

145,000

1,979

PolyOne Corp.

175,000

2,125

7,219

Construction Materials - 0.2%

Lafarge North America, Inc.

25,000

1,095

Martin Marietta Materials, Inc.

21,900

853

1,948

Containers & Packaging - 0.4%

Pactiv Corp. (a)

180,000

3,721

Metals & Mining - 1.7%

Alcan, Inc.

75,000

2,768

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Metals & Mining - continued

Alcoa, Inc.

120,000

$ 4,084

Barrick Gold Corp.

20,000

404

Falconbridge Ltd.

595,000

7,454

Meridian Gold, Inc. (a)

50,000

755

Placer Dome, Inc.

70,000

832

United States Steel Corp.

10,000

180

16,477

Paper & Forest Products - 0.3%

International Paper Co.

65,000

2,693

TOTAL MATERIALS

32,058

TELECOMMUNICATION SERVICES - 3.9%

Diversified Telecommunication Services - 3.2%

AT&T Corp.

705,000

9,250

BellSouth Corp.

250,000

7,588

Qwest Communications International, Inc.

554,700

2,790

Verizon Communications, Inc.

260,000

10,429

30,057

Wireless Telecommunication Services - 0.7%

AT&T Wireless Services, Inc. (a)

310,000

2,775

Nextel Communications, Inc. Class A (a)

375,000

2,066

Sprint Corp. - PCS Group Series 1 (a)

100,000

1,121

5,962

TOTAL TELECOMMUNICATION SERVICES

36,019

UTILITIES - 0.3%

Electric Utilities - 0.3%

Cinergy Corp.

65,000

2,309

TOTAL COMMON STOCKS

(Cost $868,301)

901,671

Convertible Preferred Stocks - 0.3%

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

ALLTEL Corp. $3.875
(Cost $2,500)

50,000

2,500

Money Market Funds - 6.6%

Shares

Value (Note 1)
(000s)

Fidelity Cash Central Fund, 1.85% (b)

44,461,069

$ 44,461

Fidelity Securities Lending Cash Central Fund, 1.85% (b)

17,664,300

17,664

TOTAL MONEY MARKET FUNDS

(Cost $62,125)

62,125

TOTAL INVESTMENT PORTFOLIO - 103.2%

(Cost $932,926)

966,296

NET OTHER ASSETS - (3.2)%

(29,590)

NET ASSETS - 100%

$ 936,706

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,630,951,000 and $1,658,680,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $180,000 for the period.

Income Tax Information

At April 30, 2002, the aggregate cost of investment securities for income tax purposes was $974,078,000. Net unrealized depreciation aggregated $7,782,000, of which $77,242,000 related to appreciated investment securities and $85,024,000 related to depreciated investment securities.

At October 31, 2001, the fund had a capital loss carryforward of approximately $142,500,000 all of which will expire on October 31, 2009.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

April 30, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $16,692) (cost $932,926) - See accompanying schedule

$ 966,296

Receivable for investments sold

40,987

Receivable for fund shares sold

215

Dividends receivable

541

Interest receivable

92

Other receivables

92

Total assets

1,008,223

Liabilities

Payable to custodian bank

$ 42

Payable for investments purchased

52,225

Payable for fund shares redeemed

1,055

Accrued management fee

528

Other payables and accrued expenses

3

Collateral on securities loaned, at value

17,664

Total liabilities

71,517

Net Assets

$ 936,706

Net Assets consist of:

Paid in capital

$ 1,095,092

Distributions in excess of net investment income

(244)

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

(191,510)

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

33,368

Net Assets, for 47,808 shares outstanding

$ 936,706

Net Asset Value, offering price and redemption price per share ($936,706 ÷ 47,808 shares)

$19.59

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended April 30, 2002 (Unaudited)

Investment Income

Dividends

$ 5,023

Interest

641

Security lending

19

Total income

5,683

Expenses

Management fee
Basic fee

$ 3,010

Performance adjustment

494

Transfer agent fees

1,110

Accounting and security lending fees

135

Non-interested trustees' compensation

2

Custodian fees and expenses

32

Registration fees

21

Audit

14

Legal

6

Miscellaneous

7

Total expenses before reductions

4,831

Expense reductions

(602)

4,229

Net investment income (loss)

1,454

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(31,057)

Foreign currency transactions

4

Total net realized gain (loss)

(31,053)

Change in net unrealized appreciation (depreciation) on

investment securities

44,063

Net gain (loss)

13,010

Net increase (decrease) in net assets resulting from operations

$ 14,464

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30, 2002
(Unaudited)

Year ended
October 31,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 1,454

$ 7,862

Net realized gain (loss)

(31,053)

(160,687)

Change in net unrealized appreciation (depreciation)

44,063

(246,144)

Net increase (decrease) in net assets resulting
from operations

14,464

(398,969)

Distributions to shareholders from net investment income

(7,186)

(6,505)

Distributions to shareholders from net realized gain

-

(247,178)

Total distributions

(7,186)

(253,683)

Share transactions
Net proceeds from sales of shares

32,016

86,828

Reinvestment of distributions

6,815

240,328

Cost of shares redeemed

(126,321)

(259,467)

Net increase (decrease) in net assets resulting from share transactions

(87,490)

67,689

Total increase (decrease) in net assets

(80,212)

(584,963)

Net Assets

Beginning of period

1,016,918

1,601,881

End of period (including distributions in excess of net investment income of $244 and undistributed net investment income of $5,591, respectively)

$ 936,706

$ 1,016,918

Other Information

Shares

Sold

1,537

3,788

Issued in reinvestment of distributions

321

9,366

Redeemed

(6,081)

(11,492)

Net increase (decrease)

(4,223)

1,662

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

Six months ended
April 30, 2002

Years ended October 31,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, be-
ginning of period

$ 19.54

$ 31.80

$ 32.29

$ 27.09

$ 29.40

$ 24.99

Income from Invest-
ment Operations

Net investment
income (loss) D

.03

.14

.16

.20

.32

.33

Net realized and unrealized gain (loss)

.16

(7.33)

3.31

7.23

1.02

6.23

Total from
investment
operations

.19

(7.19)

3.47

7.43

1.34

6.56

Distributions from net investment
income

(.14)

(.13)

(.12)

(.30)

(.33)

(.23)

Distributions
from net
realized gain

-

(4.94)

(3.84)

(1.93)

(3.32)

(1.92)

Total
distributions

(.14)

(5.07)

(3.96)

(2.23)

(3.65)

(2.15)

Net asset value, end of period

$ 19.59

$ 19.54

$ 31.80

$ 32.29

$ 27.09

$ 29.40

Total Return B, C

0.92%

(26.41)%

11.54%

29.15%

4.40%

28.20%

Ratios to Average Net Assets E

Expenses before
expense
reductions

.93% A

.67%

.61%

.62%

.68%

.74%

Expenses net of
voluntary
waivers, if any

.93% A

.67%

.61%

.62%

.68%

.74%

Expenses net of all reductions

.81% A

.63%

.56%

.59%

.64%

.69%

Net investment
income (loss)

.28% A

.62%

.52%

.67%

1.10%

1.24%

Supplemental Data

Net assets,
end of period
(in millions)

$ 937

$ 1,017

$ 1,602

$ 1,654

$ 1,610

$ 1,827

Portfolio turnover rate

341% A

137%

164%

106%

122%

117%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflects expenses after reimbursement by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2002 (Unaudited)

1. Significant Accounting Policies.

Fidelity Stock Selector (the fund) is a fund of Fidelity Capital 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 accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADR's, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income,which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, foreign currency transactions, non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

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

2. Operating Policies.

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

Semiannual Report

2. Operating Policies - continued

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

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward, or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was ..67% of the fund's average net assets.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $641,000 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $600,000 of the fund's expenses. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $1,000 and $1,000, respectively.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
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8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Semiannual Report

Investment Adviser

Fidelity Management &
Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

Fidelity's Growth Funds

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OTC Portfolio

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The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

Fidelity®

Small Cap Independence
Fund

Semiannual Report

April 30, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

April's weak stock market performance dragged the majority of broad-based, large-capitalization equity indexes into negative territory through the first four months of 2002. However, small- and mid-cap value stocks rose above the tide based on their more attractive valuations and strong current earnings growth. April's equity woes proved beneficial for most fixed-income categories, particularly Treasury and government securities. Year to date, nearly every category of the bond market had positive returns.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended April 30, 2002

Past 6
months

Past 1
year

Past 5
years

Life of
fund

Fidelity® Small Cap Independence

17.82%

23.85%

65.07%

140.65%

Russell 2000 ®

20.03%

6.68%

58.58%

149.37%

Small Cap Funds Average

15.96%

3.38%

69.67%

n/a*

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or since the fund started on June 28, 1993. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Russell 2000® Index - a market capitalization-weighted index of 2,000 small company stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the small cap funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 1,068 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page <Click Here> of this report.(dagger)

Average Annual Total Returns

Periods ended April 30, 2002

Past 1
year

Past 5
years

Life of
fund

Fidelity Small Cap Independence

23.85%

10.54%

10.44%

Russell 2000

6.68%

9.66%

10.88%

Small Cap Funds Average

3.38%

10.56%

n/a*

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

* Not available

Semiannual Report

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Small Cap Independence Fund on June 28, 1993 when the fund started. As the chart shows, by April 30, 2002, the value of the investment would have grown to $24,065 - a 140.65% 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 would have grown to $24,937 - a 149.37% 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 long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

(dagger) The LipperSM small-cap growth funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper small-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of April 30, 2002, the six month, one year, and five year cumulative total returns for the small-cap growth funds average were 8.23%, -7.49%, and 68.91%, respectively. The one year and five year average annual total returns were -7.49% and 10.03%, respectively. The six month, one year, and five year cumulative total returns for the small-cap supergroup average were 16.79%, 5.99%, and 79.35%, respectively. The one year and five year average annual total returns were 5.99% and 11.74%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

Small-cap value stocks soundly outperformed large-cap growth stocks during the six-month period ending April 30, 2002. In that time, the Russell 2000® Index, a benchmark of small-cap stock performance, soared 20.03%, and the Russell MidCap® Index, a barometer of mid-cap equity performance, gained 15.24%. In comparison, the large-cap weighted Standard & Poor's 500SM Index struggled to a 2.31% return. Meanwhile, the value-oriented, blue chip proxy Dow Jones Industrial AverageSM returned 10.57%, while the growth-oriented, tech-heavy NASDAQ Composite® Index eked out a 0.04% increase. The six-month period opened on a high note as stocks enjoyed some of their best gains of 2001 in the final two months of the year, thanks to signs of improvement in the U.S. economy, brighter corporate earnings outlooks and a Federal Reserve Board that slashed short-term interest rates to 40-year lows. However, enthusiasm for stocks faded after allegations of questionable accounting practices at several high-profile energy companies. In response, equity markets suffered mild declines or offered tepid returns at best in the first two months of 2002. But a strong March lifted first-quarter stock market performance into positive territory, as gross domestic product and productivity had promising increases. Unfortunately, most of the market's year-to-date gains were wiped out in April, as lingering profit worries and valuation concerns left investor confidence at tenuous levels.

(Portfolio Manager photograph)
An interview with Jamie Harmon, Portfolio Manager of Fidelity Small Cap Independence Fund

Q. How did the fund perform, Jamie?

A. For the six months ending April 30, 2002, the fund returned 17.82%. By comparison, the Russell 2000 Index returned 20.03% and the Lipper Inc. small cap funds average returned 15.96%. For the 12 months ending April 30, 2002, the fund returned 23.85%, outperforming both the Russell index, which returned 6.68%, and the Lipper peer average, which returned 3.38%.

Q. Why did the fund do better than its peer group, but underperform the Russell benchmark during the past six months?

A. The fund owed much of its good performance relative to the Lipper peer average to stock selection. Compared to the Russell index, the fund had less invested in volatile growth stocks - including technology issues - focusing instead on companies with relatively stable earnings and good near-term earnings prospects. Technology stocks got beaten down during the prior six-month period, but recovered somewhat during the past six months, contributing to the fund's relative underperformance during the period. Over a longer time horizon, the fund generally has held its value better than the Russell index in down markets, and has underperformed slightly in recovering markets.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. Did you change your strategy during the past six months?

A. I made two changes in my approach. First, I increased the fund's focus on turnaround stocks that I believed had upside potential as companies improved their operations, regardless of the economic environment. Second, I changed the fund's makeup to include more companies that could benefit from a strengthening economy. As a result, there were several new additions to the fund's top-10 holdings, and the portfolio was not positioned as defensively as it was during the summer and fall of 2001. My strategy was intended to help the fund keep up with the market should it perform well, while maintaining some exposure to defensive stocks that could provide downside protection in a weaker market.

Q. Which stocks helped performance?

A. Restoration Hardware was a good turnaround success story, after bringing in a new CEO with a successful track record as president of Williams-Sonoma. The stock also played on the relative strength of consumer spending on home improvements. Another large holding that performed well was Invision, the leading manufacturer of equipment to detect bombs in checked baggage. I bought this stock when the market opened after September 11, and its price soared due to the huge amount spent by the U.S. government to improve airport security. I sold this stock to lock in profits. Hanger Orthopedics was another successful turnaround story. This market leader in making and fitting artificial limbs made an acquisition a few years ago that turned out poorly. Recently, the company brought in a new president, refinanced its debt and got back on track. After the market took notice, the stock performed very well during the period.

Q. Which stocks hurt the fund's performance?

A. I thought that Mercury Computer, a producer of embedded computers for military radar and sonar systems, would benefit from increased demand for its products after September 11, but the government turned its focus instead to basic equipment for troops. Thus, Mercury did not do as well as expected. I sold this stock from the fund's portfolio. Smartforce, a leader in distance-learning software, was hurt by corporate cutbacks on technology-related spending. Biomarin, a biotechnology company, suffered when the Food and Drug Administration appeared unlikely to approve its new drug for a little known and previously untreatable condition called MPS-1.

Q. What's your outlook, Jamie?

A. I'm optimistic about the outlook for small-cap stocks. They've performed quite well versus large-caps in 2001 and so far in 2002, and I think they are positioned to do well going forward. Small-caps are priced cheaper than large-caps, have achieved better earnings growth and are not as well followed by Wall Street. Because the fund holds well over 200 stocks, I have to be knowledgeable about a broad spectrum of industries and the opportunities they offer. I'll continue to focus on bottom-up company research while keeping a long-term perspective, and will focus on finding good companies at reasonable prices, rather than getting caught up in predicting future economic activity. That's my goal in any market environment.

Semiannual Report

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Fund Facts

Goal: capital appreciation by investing mainly in equity securities of companies with small market capitalizations

Fund number: 336

Trading symbol: FDSCX

Start date: June 28, 1993

Size: as of April 30, 2002, more than $1.1 billion

Manager: Jamie Harmon, since 2001; manager, Fidelity Small Cap Retirement Fund, since 2000; Fidelity Select Biotechnology Portfolio, 1997-1998; joined Fidelity in 1995

3

Jamie Harmon on trying to find the best growth opportunities in small-cap stocks:

"The challenge and the opportunity in managing a small-cap stock fund are represented by the breadth and types of companies in the U.S. small-cap universe. Rather than dealing with a limited number of household names, a small-cap fund manager looks for companies that provide new products and services that are not yet familiar. For example, most people have heard of Wal-Mart, but fewer know of Restoration Hardware. Many people may be familiar with Aetna, but know less about Hanger Orthopedics. So, the opportunity in small-caps is in finding the hidden gems, where the market may overlook a company on its way up.

"For me, the key to finding great companies is Fidelity's internal small-cap research department, which focuses exclusively on small-cap stocks. These investment professionals present new ideas to me and also follow up on my own research, including traditional financial analysis, computer-based quantitative analysis, identifying emerging themes and plain common sense. Together, we look for companies that have strong niches, good managements and new products, combing the universe of thousands of U.S. small-cap stocks to find the winners that others may have overlooked."

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Corrections Corp. of America

2.8

2.9

AmeriPath, Inc.

2.1

1.9

Alpharma, Inc. Class A

2.0

0.0

Caremark Rx, Inc.

1.9

2.0

Philadelphia Consolidated Holding Corp.

1.9

1.8

DaVita, Inc.

1.7

1.4

Black Box Corp.

1.7

0.7

Renal Care Group, Inc.

1.6

1.8

Restoration Hardware, Inc.

1.6

1.0

Christopher & Banks Corp.

1.5

0.2

18.8

Top Five Market Sectors as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Health Care

23.2

27.9

Information Technology

18.8

16.7

Consumer Discretionary

14.5

5.9

Industrials

13.9

23.6

Financials

7.7

8.6

Asset Allocation (% of fund's net assets)

As of April 30, 2002 *

As of October 31, 2001 **

Stocks 86.5%

Stocks 95.4%

Short-Term
Investments and
Net Other Assets 13.5%

Short-Term
Investments and
Net Other Assets 4.6%

* Foreign investments

1.9%

** Foreign investments

1.3%



Semiannual Report

Investments April 30, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 86.5%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 14.5%

Auto Components - 1.2%

Aftermarket Technology Corp. (a)

50,100

$ 1,150

Keystone Automotive Industries, Inc. (a)

515,236

10,057

Superior Industries International, Inc.

55,900

2,883

14,090

Hotels, Restaurants & Leisure - 2.8%

AFC Enterprises, Inc. (a)

184,400

6,201

Ambassadors Group, Inc. (a)

237,500

3,574

Applebee's International, Inc.

175,400

6,848

Aztar Corp. (a)

66,500

1,547

CEC Entertainment, Inc. (a)

38,800

1,793

IHOP Corp. (a)

85,300

3,101

Outback Steakhouse, Inc. (a)

252,900

8,869

31,933

Household Durables - 0.2%

Champion Enterprises, Inc. (a)

121,500

1,008

Fleetwood Enterprises, Inc.

107,100

1,143

2,151

Internet & Catalog Retail - 0.2%

Insight Enterprises, Inc. (a)

80,800

2,109

Leisure Equipment & Products - 0.0%

K2, Inc. (a)

49,400

405

Media - 1.9%

Cablevision Systems Corp. - Rainbow Media Group (a)

95,700

2,115

Harte-Hanks, Inc.

87,500

2,811

Interactive Data Corp. (a)

151,400

2,642

John Wiley & Sons, Inc. Class A

63,700

1,694

Journal Register Co. (a)

128,100

2,773

Macrovision Corp. (a)

90,950

2,022

Pixar (a)

175,200

7,078

Playboy Enterprises, Inc. Class B (non-vtg.) (a)

42,100

553

21,688

Multiline Retail - 0.2%

Saks, Inc. (a)

122,800

1,826

Specialty Retail - 6.3%

Christopher & Banks Corp. (a)

454,350

16,888

Copart, Inc. (a)

163,100

2,510

Payless ShoeSource, Inc. (a)

147,000

8,605

PC Connection, Inc. (a)

342,100

3,387

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

PETsMART, Inc. (a)

532,900

$ 8,004

Regis Corp.

245,400

7,377

Restoration Hardware, Inc. (a)

1,516,704

18,049

Ross Stores, Inc.

144,900

5,884

Whitehall Jewellers, Inc. (a)

57,700

1,137

71,841

Textiles, Apparel & Lux. Goods - 1.7%

Columbia Sportswear Co. (a)

72,500

2,741

K-Swiss, Inc. Class A

253,200

11,589

Kenneth Cole Productions, Inc. Class A (a)

201,108

5,430

19,760

TOTAL CONSUMER DISCRETIONARY

165,803

CONSUMER STAPLES - 2.1%

Food & Drug Retailing - 0.3%

Whole Foods Market, Inc. (a)

13,300

622

Wild Oats Markets, Inc. (a)

279,300

3,067

3,689

Food Products - 0.0%

Aurora Foods, Inc. (a)

120,600

716

Personal Products - 1.8%

Herbalife International, Inc.:

Class A

290,000

5,525

Class B (non-vtg.)

311,700

5,919

Nature's Sunshine Products, Inc.

333,800

3,641

NBTY, Inc. (a)

296,050

5,086

20,171

TOTAL CONSUMER STAPLES

24,576

ENERGY - 4.7%

Energy Equipment & Services - 4.1%

Carbo Ceramics, Inc.

243,800

9,186

Helmerich & Payne, Inc.

67,600

2,786

Horizon Offshore, Inc. (a)

119,500

1,183

National-Oilwell, Inc. (a)

88,000

2,338

Patterson-UTI Energy, Inc. (a)

75,800

2,426

Common Stocks - continued

Shares

Value (Note 1)
(000s)

ENERGY - continued

Energy Equipment & Services - continued

RPC, Inc.

64,700

$ 1,015

Superior Energy Services, Inc. (a)

266,300

2,972

Tidewater, Inc.

51,200

2,227

Universal Compression Holdings, Inc. (a)

522,221

12,821

Varco International, Inc. (a)

150,600

3,086

W-H Energy Services, Inc. (a)

256,800

6,613

46,653

Oil & Gas - 0.6%

3Tec Energy Corp. (a)

61,600

1,101

Prima Energy Corp. (a)

88,400

2,201

Spinnaker Exploration Co. (a)

91,200

3,908

7,210

TOTAL ENERGY

53,863

FINANCIALS - 7.7%

Banks - 0.3%

Commerce Bancorp, Inc., New Jersey

62,498

3,087

Diversified Financials - 0.9%

Gabelli Asset Management, Inc. Class A (a)

69,700

2,718

Instinet Group, Inc.

311,800

2,177

Waddell & Reed Financial, Inc. Class A

198,200

5,104

9,999

Insurance - 3.7%

Berkshire Hathaway, Inc. Class A (a)

141

10,356

Clark/Bardes, Inc. (a)

55,500

1,310

IPC Holdings Ltd.

134,112

4,573

Philadelphia Consolidated Holding Corp. (a)

498,772

21,298

Protective Life Corp.

35,000

1,115

RenaissanceRe Holdings Ltd.

31,000

3,633

42,285

Real Estate - 2.8%

Corrections Corp. of America (a)

1,901,292

32,798

TOTAL FINANCIALS

88,169

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - 23.2%

Biotechnology - 0.5%

BioMarin Pharmaceutical, Inc. (a)

119,600

$ 721

Embrex, Inc. (a)

255,818

5,718

6,439

Health Care Equipment & Supplies - 1.9%

Arrow International, Inc.

61,200

2,904

DENTSPLY International, Inc.

145,075

5,755

Osteotech, Inc. (a)

314,522

2,516

Respironics, Inc. (a)

250,100

8,201

Young Innovations, Inc. (a)

79,725

1,942

21,318

Health Care Providers & Services - 18.5%

AmeriPath, Inc. (a)

868,660

23,454

AmSurg Corp. (a)

242,560

7,034

Anthem, Inc.

187,200

12,767

Caremark Rx, Inc. (a)

1,002,900

21,562

Carriage Services, Inc. Class A (a)

210,000

937

Corvel Corp. (a)

318,393

10,548

D & K Healthcare Resources, Inc.

33,100

1,145

DaVita, Inc. (a)

760,400

19,710

First Health Group Corp. (a)

494,300

14,335

Hanger Orthopedic Group, Inc. (a)

983,700

14,018

Henry Schein, Inc. (a)

149,100

7,096

Manor Care, Inc. (a)

367,200

9,415

National Healthcare Corp. (a)

108,200

1,921

Pediatric Services of America, Inc. (a)

274,600

2,856

PSS World Medical, Inc. (a)

1,203,100

11,911

Renal Care Group, Inc. (a)

523,600

18,588

Trigon Healthcare, Inc. (a)

117,300

11,807

U.S. Physical Therapy, Inc. (a)

611,291

10,887

Universal Health Services, Inc. Class B (a)

248,000

11,544

211,535

Pharmaceuticals - 2.3%

Alpharma, Inc. Class A

1,350,819

23,099

InKine Pharmaceutical, Inc. (a)

286,900

427

KV Pharmaceutical Co. Class A (a)

99,600

2,864

26,390

TOTAL HEALTH CARE

265,682

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - 13.9%

Aerospace & Defense - 2.7%

BE Aerospace, Inc. (a)

185,600

$ 2,413

Engineered Support Systems, Inc.

227,458

11,236

Mercury Computer Systems, Inc. (a)

491,100

14,217

United Defense Industries, Inc.

108,500

2,951

30,817

Air Freight & Logistics - 0.3%

UTI Worldwide, Inc.

141,400

2,828

Airlines - 1.8%

Alaska Air Group, Inc. (a)

121,900

3,734

America West Holding Corp. Class B (a)

347,600

1,352

Continental Airlines, Inc. Class B (a)

99,500

2,587

Frontier Airlines, Inc. (a)

581,083

8,978

UAL Corp.

266,700

3,758

20,409

Building Products - 0.1%

Aaon, Inc. (a)

50,100

1,578

Commercial Services & Supplies - 6.1%

Ambassadors International, Inc. (a)

174,000

1,563

Century Business Services, Inc. (a)

265,000

1,034

Cornell Companies, Inc. (a)

288,700

3,753

CSG Systems International, Inc. (a)

227,200

5,957

DeVry, Inc. (a)

86,200

2,283

General Binding Corp. (a)

110,700

1,999

Healthcare Services Group (a)

91,500

1,322

Kroll, Inc. (a)

656,100

12,164

Learning Tree International, Inc. (a)

366,500

8,869

Mail-Well, Inc. (a)

957,500

5,994

Unifirst Corp.

510,700

13,871

Valassis Communications, Inc. (a)

225,600

8,435

Wackenhut Corrections Corp. (a)

138,200

2,094

69,338

Construction & Engineering - 0.4%

Dycom Industries, Inc. (a)

329,500

4,985

Electrical Equipment - 0.8%

Acuity Brands, Inc.

279,100

5,177

Genlyte Group, Inc. (a)

88,000

3,857

9,034

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Machinery - 1.7%

CLARCOR, Inc.

212,600

$ 6,867

Dionex Corp. (a)

38,300

943

Donaldson Co., Inc.

144,900

6,252

Graco, Inc.

61,800

2,766

Lincoln Electric Holdings, Inc.

35,900

1,020

Quixote Corp.

87,423

1,700

19,548

TOTAL INDUSTRIALS

158,537

INFORMATION TECHNOLOGY - 18.8%

Communications Equipment - 3.5%

Adtran, Inc. (a)

102,600

2,551

Aspect Communications Corp. (a)

783,900

3,755

Black Box Corp. (a)

415,100

19,423

Ditech Communications Corp. (a)

540,800

1,649

Plantronics, Inc. (a)

582,100

12,259

ViaSat, Inc. (a)

22,300

237

39,874

Computers & Peripherals - 0.5%

Gateway, Inc. (a)

591,100

3,239

InFocus Corp. (a)

164,300

2,126

5,365

Electronic Equipment & Instruments - 2.0%

BEI Technologies, Inc.

42,300

830

Cognex Corp. (a)

174,300

4,296

Cohu, Inc.

116,800

3,272

ScanSource, Inc. (a)

89,000

5,968

Technitrol, Inc.

119,200

3,028

Vishay Intertechnology, Inc. (a)

255,600

5,621

23,015

Internet Software & Services - 1.4%

Digitas, Inc. (a)

608,500

2,994

FTD.com, Inc. Class A (a)

322,100

1,949

INT Media Group, Inc. (a)

65,630

197

NetRatings, Inc. (a)

41,700

576

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Internet Software & Services - continued

OneSource Information Services, Inc. (a)

33,700

$ 221

SmartForce PLC sponsored ADR (a)

1,640,900

10,582

16,519

IT Consulting & Services - 3.0%

American Management Systems, Inc. (a)

253,800

5,807

Cognizant Technology Solutions Corp. Class A (a)

54,630

2,568

Computer Sciences Corp. (a)

376,100

16,868

Forrester Research, Inc. (a)

136,700

2,495

Inforte Corp. (a)

125,700

1,495

Meta Group, Inc. (a)

308,000

585

New Horizons Worldwide, Inc. (a)

390,100

3,999

33,817

Semiconductor Equipment & Products - 5.9%

Actel Corp. (a)

46,500

1,130

Entegris, Inc. (a)

248,700

3,917

Fairchild Semiconductor International, Inc. Class A (a)

104,900

2,826

GlobespanVirata, Inc. (a)

281,700

1,662

Helix Technology, Inc.

526,400

14,244

Hi/fn, Inc. (a)

198,800

2,107

Integrated Circuit Systems, Inc. (a)

58,000

1,154

Micrel, Inc. (a)

157,200

3,451

MKS Instruments, Inc. (a)

82,600

2,799

Mykrolis Corp.

934,400

13,773

Oak Technology, Inc. (a)

559,900

7,967

Omnivision Technologies, Inc. (a)

96,500

1,146

ON Semiconductor Corp. (a)

980,200

3,568

Pericom Semiconductor Corp. (a)

184,800

2,637

Therma-Wave, Inc. (a)

75,150

1,063

Xicor, Inc. (a)

395,200

3,952

67,396

Software - 2.5%

Actuate Corp. (a)

401,268

2,267

EPIQ Systems, Inc. (a)

216,250

3,687

MapInfo Corp. (a)

534,800

5,899

MICROS Systems, Inc. (a)

43,000

1,204

Moldflow Corp. (a)

410,300

4,337

RadiSys Corp. (a)

133,158

1,953

Reynolds & Reynolds Co. Class A

72,600

2,102

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Software - continued

TALX Corp.

396,083

$ 6,456

The 3DO Co. (a)

1,224,050

869

28,774

TOTAL INFORMATION TECHNOLOGY

214,760

MATERIALS - 1.6%

Chemicals - 0.5%

OM Group, Inc.

54,400

3,631

Spartech Corp.

64,600

1,727

5,358

Containers & Packaging - 1.1%

Pactiv Corp. (a)

606,700

12,540

TOTAL MATERIALS

17,898

TOTAL COMMON STOCKS

(Cost $853,692)

989,288

Money Market Funds - 14.2%

Fidelity Cash Central Fund, 1.85% (b)

149,929,269

149,929

Fidelity Securities Lending Cash Central Fund, 1.85% (b)

12,352,100

12,352

TOTAL MONEY MARKET FUNDS

(Cost $162,281)

162,281

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $1,015,973)

1,151,569

NET OTHER ASSETS - (0.7)%

(7,452)

NET ASSETS - 100%

$ 1,144,117

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,560,005,000 and $1,465,523,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $230,000 for the period.

Income Tax Information

At April 30, 2002, the aggregate cost of investment securities for income tax purposes was $1,025,010,000. Net unrealized appreciation aggregated $126,559,000, of which $163,201,000 related to appreciated investment securities and $36,642,000 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

April 30, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $11,418) (cost $1,015,973) - See accompanying schedule

$ 1,151,569

Receivable for investments sold

35,620

Receivable for fund shares sold

4,925

Dividends receivable

182

Interest receivable

214

Redemption fees receivable

7

Other receivables

8

Total assets

1,192,525

Liabilities

Payable for investments purchased

$ 31,907

Payable for fund shares redeemed

3,552

Distributions payable

4

Accrued management fee

520

Other payables and accrued expenses

73

Collateral on securities loaned, at value

12,352

Total liabilities

48,408

Net Assets

$ 1,144,117

Net Assets consist of:

Paid in capital

$ 937,236

Accumulated net investment (loss)

(2,821)

Accumulated undistributed net realized gain (loss) on investments

74,106

Net unrealized appreciation (depreciation) on investments

135,596

Net Assets, for 64,754 shares outstanding

$ 1,144,117

Net Asset Value, offering price and redemption price per share ($1,144,117 ÷ 64,754 shares)

$ 17.67

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended April 30, 2002 (Unaudited)

Investment Income

Dividends

$ 773

Interest

792

Security lending

182

Total income

1,747

Expenses

Management fee
Basic fee

$ 3,088

Performance adjustment

614

Transfer agent fees

1,276

Accounting and security lending fees

134

Non-interested trustees' compensation

3

Custodian fees and expenses

39

Registration fees

41

Audit

12

Legal

5

Miscellaneous

3

Total expenses before reductions

5,215

Expense reductions

(675)

4,540

Net investment income (loss)

(2,793)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:
Investment securities

91,510

Change in net unrealized appreciation (depreciation)
on investment securities

66,106

Net gain (loss)

157,616

Net increase (decrease) in net assets resulting from operations

$ 154,823

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended April 30, 2002
(Unaudited)

Year ended
October 31,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ (2,793)

$ 4,246

Net realized gain (loss)

91,510

5,493

Change in net unrealized appreciation
(depreciation)

66,106

(37,868)

Net increase (decrease) in net assets resulting
from operations

154,823

(28,129)

Distributions to shareholders from net investment
income

-

(1,221)

Distributions to shareholders from net realized gain

(23,561)

(30,003)

Total distributions

(23,561)

(31,224)

Share transactions
Net proceeds from sales of shares

385,079

294,350

Reinvestment of distributions

23,161

30,621

Cost of shares redeemed

(168,617)

(173,769)

Net increase (decrease) in net assets resulting from share transactions

239,623

151,202

Redemption fees

354

318

Total increase (decrease) in net assets

371,239

92,167

Net Assets

Beginning of period

772,878

680,711

End of period (including accumulated net investment loss of $2,821 and undistributed net investment income of $136, respectively)

$ 1,144,117

$ 772,878

Other Information

Shares

Sold

23,257

19,481

Issued in reinvestment of distributions

1,414

1,926

Redeemed

(10,107)

(11,563)

Net increase (decrease)

14,564

9,844

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

Six months ended
April 30, 2002

Years ended October 31,

(Unaudited)

2001

2000

1999 I

1999 H

1998 H

1997 H

Selected Per-Share Data

Net asset value, beginning of period

$ 15.40

$ 16.87

$ 14.24

$ 13.83

$ 18.11

$ 13.06

$ 13.89

Income from Investment Operations

Net investment income (loss) E

(.05)

.10 F

.03

.01

.07

.10

.06

Net realized and unrealized gain (loss)

2.75

(.81)

2.60

.47

(3.71)

6.20

(.39)

Total from investment operations

2.70

(.71)

2.63

.48

(3.64)

6.30

(.33)

Distributions from net investment income

-

(.03)

(.02)

(.07)

(.04)

(.13)

(.01)

Distributions from net realized gain

(.44)

(.74)

-

-

(.61)

(1.14)

(.51)

Total distributions

(.44)

(.77)

(.02)

(.07)

(.65)

(1.27)

(.52)

Redemption fees added to paid in capital

.01

.01

.02

-

.01

.02

.02

Net asset value, end of period

$ 17.67

$ 15.40

$ 16.87

$ 14.24

$ 13.83

$ 18.11

$ 13.06

Total Return B, C, D

17.82%

(4.29)%

18.62%

3.48%

(20.61)%

50.21%

(2.38)%

Ratios to Average Net Assets G

Expenses before expense reductions

1.06% A

.86%

.88%

.86% A

.89%

1.01%

.95%

Expenses net of voluntary waivers, if any

1.06% A

.86%

.88%

.86% A

.89%

1.01%

.95%

Expenses net of all reductions

.92% A

.74%

.84%

.82% A

.85%

.97%

.90%

Net investment income (loss)

(.57)% A

.66%

.20%

.15% A

.48%

.63%

.41%

Supplemental Data

Net assets, end of period (in millions)

$ 1,144

$ 773

$ 681

$ 556

$ 591

$ 919

$ 451

Portfolio turnover rate

329% A

450%

159%

173% A

96%

88%

176%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the former one time sales charge. E Calculated based on average shares outstanding during the period. F Investment income per share reflects a special dividend which amounted to $.05 per share. G Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflects expenses after reimbursement by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund. H For the year ended April 30. I Six months ended October 31.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2002 (Unaudited)

1. Significant Accounting Policies.

Fidelity Small Cap Independence Fund (the fund) is a fund of Fidelity Capital 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 accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADR's, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, non-taxable dividends, and losses deferred due to wash sales transactions.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a short-term trading fee equal to 1.50% 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.

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

Semiannual Report

2. Operating Policies - continued

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

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .35% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward, or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment was ..75% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .26% 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $787,000 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit

Semiannual Report

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $ 661,000 of the fund's expenses. In addition through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period these credits reduced the fund's custody and transfer agent expenses by $6,000 and $8,000, respectively.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Fidelity's Growth Funds

Aggressive Growth Fund

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Focused Stock Fund

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OTC Portfolio

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The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

SCS-SANN-0602 157035
1.538515.104

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

Fidelity®

Focused Stock

Fund

(formerly Fidelity TechnoQuant®
Growth Fund)

Semiannual Report

April 30, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

April's weak stock market performance dragged the majority of broad-based, large-capitalization equity indexes into negative territory through the first four months of 2002. However, small- and mid-cap value stocks rose above the tide based on their more attractive valuations and strong current earnings growth. April's equity woes proved beneficial for most fixed-income categories, particularly Treasury and government securities. Year to date, nearly every category of the bond market had positive returns.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended April 30, 2002

Past 6
months

Past 1
year

Past 5
years

Life of
fund

Fidelity® Focused Stock

3.70%

-13.80%

48.39%

46.17%

S&P 500 ®

2.31%

-12.63%

43.91%

59.46%

Capital Appreciation Funds Average

4.17%

-12.49%

54.05%

n/a*

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years, or since the fund started on November 12, 1996. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the capital appreciation funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 373 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page <Click Here> of this report.(dagger)

Average Annual Total Returns

Periods ended April 30, 2002

Past 1
year

Past 5
years

Life of
fund

Fidelity Focused Stock

-13.80%

8.21%

7.19%

S&P 500

-12.63%

7.55%

8.91%

Capital Appreciation Funds Average

-12.49%

7.98%

n/a*

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

* Not available

Semiannual Report

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Focused Stock Fund on November 12, 1996, when the fund started. As the chart shows, by April 30, 2002, the value of the investment would have grown to $14,617 - a 46.17% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $15,946 - a 59.46% 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 long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

(dagger) The Lipper multi-cap growth funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper multi-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of April 30, 2002, the six months, one year and five year cumulative total returns for the multi-cap growth funds average were 1.13%, -21.47% and 45.45%, respectively. The one year and five year average annual total returns were -21.47% and 7.21%, respectively. The six months, one year and five year cumulative total returns for the multi-cap supergroup average were 5.34%, -11.30%, and 53.06%, respectively. The one year and five year average annual total returns were -11.30% and 8.45%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

Small-cap value stocks soundly outperformed large-cap growth stocks during the six-month period ending April 30, 2002. In that time, the Russell 2000® Index, a benchmark of small-cap stock performance, soared 20.03%, and the Russell MidCap® Index, a barometer of mid-cap equity performance, gained 15.24%. In comparison, the large-cap weighted Standard & Poor's 500SM Index struggled to a 2.31% return. Meanwhile, the value-oriented blue chip proxy Dow Jones Industrial AverageSM returned 10.57%, while the growth-oriented, tech-heavy NASDAQ Composite® Index eked out a 0.04% increase. The six-month period opened on a high note as stocks enjoyed some of their best gains of 2001 in the final two months of the year, thanks to signs of improvement in the U.S. economy, brighter corporate earnings outlooks and a Federal Reserve Board that slashed short-term interest rates to 40-year lows. However, enthusiasm for stocks faded after allegations of questionable accounting practices at several high-profile energy companies. In response, equity markets suffered mild declines or offered tepid returns at best in the first two months of 2002. But a strong March lifted first-quarter stock market performance into positive territory, as gross domestic product and productivity had promising increases. Unfortunately, most of the market's year-to-date gains were wiped out in April, as lingering profit worries and valuation concerns left investor confidence at tenuous levels.

(Portfolio Manager photograph)
An interview with Bahaa Fam, Portfolio Manager of Fidelity Focused Stock Fund

Q. How did the fund perform, Bahaa?

A. For the six months that ended April 30, 2002, the fund returned 3.70%, outperforming the Standard & Poor's 500 Index, which returned 2.31%. During the same period, the capital appreciation funds average tracked by Lipper Inc. returned 4.17%. For the 12 months that ended April 30, 2002, the fund returned -13.80%, while the S&P 500 index and Lipper average returned -12.63% and -12.49%, respectively.

Q. What factors drove fund returns during the past six months?

A. Strong stock picking and timely trading were critical to our success versus the index. Consistent with the new focused objective of the fund, I assumed a more aggressive posture after I took over management from John Chow in October 2001. These changes worked out quite well, as several growth stocks the fund held rebounded sharply from their September lows. Much of our relative performance came from the energy sector, where our holdings strongly outpaced the average energy stock in the S&P 500®. Similarly, good performance was achieved by the fund's technology positions. Generally speaking, it was concentrated bets in a handful of names within these sectors that really made the difference. The extreme rotation out of growth stocks early in 2002, however, caused the fund to slightly trail its peer group, which tends to be more defensively oriented.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What were your key strategies?

A. I tend to have a larger exposure to more volatile stocks in growth-oriented sectors that I feel will perform well over an 18- to 24-month horizon. Feeling the stage was set for an economic recovery in the aftermath of 9/11, I raised the fund's exposure to several mid-sized companies with excellent long-term growth characteristics selling at very attractive prices. I also continued to reduce the fund's number of holdings, allowing me to take more concentrated positions in my best ideas. Technology hardware was my primary focus, most notably mid-cap semiconductor companies with a long history of cyclical improvement. Teradyne - an example of this group - was a top contributor, as were other chip-related stocks that snapped back in anticipation of an eventual pickup in capital spending. We further benefited from underweighting poor-performing large-cap tech stocks, such as IBM and Microsoft, which failed to sustain their fourth-quarter rallies as uncertainty about the economy's recovery re-emerged. Additionally, I raised the fund's exposure to a number of energy services and equipment providers barely represented in the index, particularly oil and natural gas drillers that I felt were undervalued given increased interest in domestic energy exploration. Nabors Industries and Noble Drilling were big winners for us here.

Q. What other moves influenced performance?

A. Specialty retailers helped us, particularly our overweighting in Best Buy, which gained from a robust consumer electronics cycle. Homebuilder Ryland Group also aided returns, riding continued strength in the construction and housing market. In addition, we benefited from exiting early from some companies that experienced severe financial stress, including those with overly complex accounting structures, such as Tyco International. On the down side, the fund's positioning in health care restrained performance. Given my concerns about the outlook for big-cap drug companies, I added to some of our biotechnology holdings that I felt presented stronger growth prospects at more reasonable valuations. Unfortunately, such stocks as MedImmune and IDEC Pharmaceuticals struggled as the NASDAQ weakened and investors looked elsewhere in the market for stable, near-term earnings. Stock picking in the lagging telecommunication services sector hurt, particularly among battered wireless providers, such as AirGate PCS, which I sold off entirely. Graphics-chip maker NVIDIA suffered from several factors, including questions from the Securities and Exchange Commission regarding the firm's accounting practices, which have since been resolved favorably.

Q. What's your outlook?

A. I'm cautiously optimistic. While the pace of the economic recovery appears uneven - and has created a very jittery market - it generally has been the case in the past that sharply lower interest rates, coupled with dwindling business inventories, have led to strong recoveries. Furthermore, in many cases corporations have greatly improved their cost structures, which should help to accelerate earnings rapidly during the next upturn in the business cycle.

Semiannual Report

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Fund Facts

Goal: seeks capital growth by investing mainly in a focused portfolio of common stocks that the manager determines using quantitative and fundamental research

Fund number: 333

Trading symbol: FTQGX

Start date: November 12, 1996

Size: as of April 30, 2002, more than $56 million

Manager: Bahaa Fam, since 2001; manager, Fidelity Advisor Strategic Growth Fund, since 2001; equity subportfolio manager, Fidelity Asset Manager: Aggressive, since 2000; joined Fidelity in 1994

3

Bahaa Fam expands on his investment approach:

"Generally, I'm looking to own mid- to large-sized companies with clean business models, strong growth patterns, good balance sheets and a history of improving operations. I find these types of companies much more attractive than some of their slower-growing, overvalued large-cap counterparts.

"My focus has been on moving the fund toward sectors and companies that typically benefit from cyclical recoveries. While I've selectively trimmed some of our technology and energy services holdings lately to take profits, the fund still maintains a healthy overweighting relative to the S&P 500 in these sectors - which historically have done well during economic expansion. I continue to be opportunistic and add to positions in quality names when I feel that stock price declines are unwarranted.

"I feel an economic recovery will be led by corporations, not consumers, and I've positioned the fund accordingly. While I maintain some exposure to the consumer space, it's confined to a handful of special situations. The fact is, I'm concerned that rising consumer debt levels and the delayed effect of layoffs could ultimately sack consumer demand, which remained strong amid the recession while corporate spending collapsed."

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Teradyne, Inc.

5.9

3.7

Nabors Industries, Inc.

5.8

2.7

Noble Drilling Corp.

5.7

2.8

Vishay Intertechnology, Inc.

5.7

2.9

MedImmune, Inc.

5.6

2.9

Best Buy Co., Inc.

5.0

2.1

IDEC Pharmaceuticals Corp.

4.9

2.9

Lowe's Companies, Inc.

4.8

0.0

ASML Holding NV (NY Shares)

4.5

0.5

Ryland Group, Inc.

3.1

0.0

51.0

Top Five Market Sectors as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

29.1

19.5

Consumer Discretionary

18.0

14.3

Energy

14.1

11.0

Health Care

13.7

19.1

Financials

12.1

15.4

Asset Allocation (% of fund's net assets)

As of April 30, 2002 *

As of October 31, 2001 **

Stocks 99.2%

Stocks 98.1%

Short-Term
Investments and
Net Other Assets 0.8%

Short-Term
Investments and
Net Other Assets 1.9%

* Foreign investments

5.2%

** Foreign investments

5.1%



Semiannual Report

Investments April 30, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.2%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 18.0%

Household Durables - 3.1%

Ryland Group, Inc.

15,700

$ 1,727,000

Media - 2.8%

Comcast Corp. Class A (special) (a)

24,700

660,725

EchoStar Communications Corp. Class A (a)

23,100

628,320

Gemstar-TV Guide International, Inc. (a)

31,000

277,760

1,566,805

Multiline Retail - 0.5%

Wal-Mart Stores, Inc.

5,100

284,886

Specialty Retail - 10.3%

Best Buy Co., Inc. (a)

38,500

2,862,475

Circuit City Stores, Inc. - Circuit City Group

13,200

284,592

Lowe's Companies, Inc.

64,400

2,723,476

5,870,543

Textiles, Apparel & Luxury Goods - 1.3%

Coach, Inc. (a)

13,550

758,800

TOTAL CONSUMER DISCRETIONARY

10,208,034

CONSUMER STAPLES - 5.2%

Beverages - 0.5%

The Coca-Cola Co.

5,000

277,550

Personal Products - 2.6%

Gillette Co.

42,200

1,497,256

Tobacco - 2.1%

Philip Morris Companies, Inc.

21,900

1,192,017

TOTAL CONSUMER STAPLES

2,966,823

ENERGY - 14.1%

Energy Equipment & Services - 14.1%

BJ Services Co. (a)

11,200

411,488

ENSCO International, Inc.

17,800

600,928

Nabors Industries, Inc. (a)

72,500

3,302,375

Noble Corp.

9,100

409,386

Noble Drilling Corp. (a)

75,100

3,255,585

Weatherford International, Inc. (a)

710

35,408

8,015,170

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - 0.0%

Valero Energy Corp.

300

$ 12,948

TOTAL ENERGY

8,028,118

FINANCIALS - 12.1%

Banks - 3.6%

Bank of America Corp.

15,700

1,137,936

Silicon Valley Bancshares (a)

28,500

910,575

2,048,511

Diversified Financials - 6.4%

Bear Stearns Companies, Inc.

25,700

1,591,858

Charles Schwab Corp.

71,100

809,829

Lehman Brothers Holdings, Inc.

21,300

1,256,700

3,658,387

Insurance - 2.1%

American International Group, Inc.

15,900

1,099,008

Brown & Brown, Inc.

2,200

73,040

1,172,048

TOTAL FINANCIALS

6,878,946

HEALTH CARE - 13.7%

Biotechnology - 12.4%

Genentech, Inc. (a)

16,000

568,000

IDEC Pharmaceuticals Corp. (a)

50,320

2,765,084

MedImmune, Inc. (a)

95,800

3,199,720

Millennium Pharmaceuticals, Inc. (a)

25,900

516,964

7,049,768

Pharmaceuticals - 1.3%

Johnson & Johnson

10,200

651,372

Mylan Laboratories, Inc.

3,630

96,122

747,494

TOTAL HEALTH CARE

7,797,262

INDUSTRIALS - 3.8%

Aerospace & Defense - 1.2%

Lockheed Martin Corp.

10,900

685,610

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Construction & Engineering - 2.6%

Jacobs Engineering Group, Inc. (a)

38,020

$ 1,500,269

TOTAL INDUSTRIALS

2,185,879

INFORMATION TECHNOLOGY - 29.1%

Communications Equipment - 2.3%

JDS Uniphase Corp. (a)

300,800

1,305,472

Electronic Equipment & Instruments - 7.8%

Agilent Technologies, Inc. (a)

40,200

1,208,010

Vishay Intertechnology, Inc. (a)

145,700

3,203,943

4,411,953

Internet Software & Services - 0.2%

Overture Services, Inc. (a)

3,200

109,408

Semiconductor Equipment & Products - 18.5%

ASML Holding NV (NY Shares) (a)

115,800

2,585,814

Cypress Semiconductor Corp. (a)

69,100

1,538,857

Elantec Semiconductor, Inc. (a)

600

24,804

KLA-Tencor Corp. (a)

4,400

259,468

LAM Research Corp. (a)

43,900

1,126,474

Micron Technology, Inc. (a)

18,000

426,600

NVIDIA Corp. (a)

35,500

1,235,755

Teradyne, Inc. (a)

100,996

3,327,818

10,525,590

Software - 0.3%

Adobe Systems, Inc.

5,000

199,800

TOTAL INFORMATION TECHNOLOGY

16,552,223

MATERIALS - 1.0%

Containers & Packaging - 1.0%

Ball Corp.

12,005

570,838

TELECOMMUNICATION SERVICES - 2.2%

Diversified Telecommunication Services - 2.2%

ALLTEL Corp.

10,200

504,900

AT&T Corp.

13,800

181,056

SBC Communications, Inc.

17,500

543,550

1,229,506

TOTAL COMMON STOCKS

(Cost $52,733,089)

56,417,629

Money Market Funds - 11.3%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 1.85% (b)

2,821,613

$ 2,821,613

Fidelity Securities Lending Cash Central Fund, 1.85% (b)

3,600,389

3,600,389

TOTAL MONEY MARKET FUNDS

(Cost $6,422,002)

6,422,002

TOTAL INVESTMENT PORTFOLIO - 110.5%

(Cost $59,155,091)

62,839,631

NET OTHER ASSETS - (10.5)%

(5,988,911)

NET ASSETS - 100%

$ 56,850,720

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $74,543,964 and $68,363,522, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $5,027 for the period.

Income Tax Information

At April 30, 2002, the aggregate cost of investment securities for income tax purposes was $59,404,388. Net unrealized appreciation aggregated $3,435,243, of which $6,873,820 related to appreciated investment securities and $3,438,577 related to depreciated investment securities.

At October 31, 2001, the fund had a capital loss carryforward of approximately $8,041,000 all of which will expire on October 31, 2009.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

April 30, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $3,529,318) (cost $59,155,091) - See accompanying schedule

$ 62,839,631

Receivable for investments sold

340,398

Receivable for fund shares sold

3,060,454

Dividends receivable

16,748

Interest receivable

2,836

Redemption fees receivable

2

Other receivables

1,033

Total assets

66,261,102

Liabilities

Payable for investments purchased

$ 5,712,206

Payable for fund shares redeemed

42,390

Accrued management fee

35,407

Other payables and accrued expenses

19,990

Collateral on securities loaned, at value

3,600,389

Total liabilities

9,410,382

Net Assets

$ 56,850,720

Net Assets consist of:

Paid in capital

$ 63,150,142

Accumulated net investment (loss)

(223,200)

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

(9,760,762)

Net unrealized appreciation (depreciation) on investments

3,684,540

Net Assets, for 5,200,494 shares outstanding

$ 56,850,720

Net Asset Value, offering price and redemption price per share ($56,850,720 ÷ 5,200,494 shares)

$ 10.93

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended April 30, 2002 (Unaudited)

Investment Income

Dividends

$ 78,147

Interest

16,392

Security lending

3,010

Total income

97,549

Expenses

Management fee

Basic fee

$ 150,662

Performance adjustment

43,469

Transfer agent fees

88,736

Accounting and security lending fees

30,204

Non-interested trustees' compensation

85

Custodian fees and expenses

9,444

Registration fees

12,339

Audit

12,461

Legal

323

Miscellaneous

312

Total expenses before reductions

348,035

Expense reductions

(27,286)

320,749

Net investment income (loss)

(223,200)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(1,384,322)

Foreign currency transactions

(1,504)

Total net realized gain (loss)

(1,385,826)

Change in net unrealized appreciation (depreciation)
on investment securities

3,404,706

Net gain (loss)

2,018,880

Net increase (decrease) in net assets resulting from operations

$ 1,795,680

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Six months ended April 30, 2002
(Unaudited)

Year ended
October 31,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ (223,200)

$ 55,908

Net realized gain (loss)

(1,385,826)

(8,132,230)

Change in net unrealized appreciation (depreciation)

3,404,706

(11,711,178)

Net increase (decrease) in net assets resulting
from operations

1,795,680

(19,787,500)

Distributions to shareholders from net investment income

-

(91,199)

Distributions to shareholders from net realized gain

-

(5,702,211)

Total distributions

-

(5,793,410)

Share transactions

Net proceeds from sales of shares

12,413,054

10,017,189

Reinvestment of distributions

-

5,601,948

Cost of shares redeemed

(6,496,318)

(13,371,655)

Net increase (decrease) in net assets resulting from share transactions

5,916,736

2,247,482

Redemption fees

3,436

2,255

Total increase (decrease) in net assets

7,715,852

(23,331,173)

Net Assets

Beginning of period

49,134,868

72,466,041

End of period (including accumulated net investment loss of $223,200 and $0, respectively)

$ 56,850,720

$ 49,134,868

Other Information

Shares

Sold

1,113,584

778,101

Issued in reinvestment of distributions

-

403,308

Redeemed

(575,058)

(1,071,556)

Net increase (decrease)

538,526

109,853

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

Six months ended
April 30, 2002

Years ended October 31,

(Unaudited)

2001

2000

1999

1998

1997 F

Selected Per-Share Data

Net asset value, be-
ginning of period

$ 10.54

$ 15.92

$ 15.30

$ 12.03

$ 12.62

$ 10.00

Income from Invest-
ment Operations

Net investment income (loss) E

(.05)

.01

.02

.03

.04

(.04)

Net realized and unrealized gain (loss)

.44

(4.12)

2.63

3.50

(.03)

2.64

Total from investment operations

.39

(4.11)

2.65

3.53

.01

2.60

Distributions from
net investment income

-

(.02)

(.04)

(.02)

-

-

Distributions from net realized gain

-

(1.25)

(1.99)

(.24)

(.61)

-

Total
distributions

-

(1.27)

(2.03)

(.26)

(.61)

-

Redemption fees added to paid in capital E

-

-

-

-

.01

.02

Net asset value, end of period

$ 10.93

$ 10.54

$ 15.92

$ 15.30

$ 12.03

$ 12.62

Total Return B, C, D

3.70%

(27.74)%

18.54%

29.80%

.45%

26.20%

Ratios to Average Net Assets G

Expenses before expense reductions

1.34% A

1.26%

1.03%

.89%

.91%

1.24% A

Expenses net of vol-untary waivers,
if any

1.34% A

1.26%

1.03%

.89%

.91%

1.24% A

Expenses net of all reductions

1.23% A

1.22%

1.02%

.86%

.88%

1.24% A

Net investment income (loss)

(.86)% A

.09%

.10%

.22%

.35%

(.35)% A

Supplemental Data

Net assets,
end of period (000 omitted)

$ 56,851

$ 49,135

$ 72,466

$ 50,273

$ 48,003

$ 92,733

Portfolio turnover rate

268% A

309%

94%

128%

334%

296% A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the former one time sales charge. E Calculated based on average shares outstanding during the period. F For the period November 12, 1996 (commencement of operations) to October 31, 1997. G Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflects expenses after reimbursement by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2002 (Unaudited)

1. Significant Accounting Policies.

Fidelity Focused Stock Fund (the fund) (formerly Fidelity TechnoQuant Growth Fund) is a fund of Fidelity Capital 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 accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADR's, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Foreign Currency - continued

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

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

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

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

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 30 days are subject to a short-term trading fee equal to .75% 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.

Semiannual Report

2. Operating Policies.

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

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

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward, or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .74% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .34% of average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

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.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $16,389 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $27,286 of the fund's expenses.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

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Semiannual Report

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Semiannual Report

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Fidelity®

Value

Fund

Semiannual Report

April 30, 2002

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Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

April's weak stock market performance dragged the majority of broad-based, large-capitalization equity indexes into negative territory through the first four months of 2002. However, small- and mid-cap value stocks rose above the tide based on their more attractive valuations and strong current earnings growth. April's equity woes proved beneficial for most fixed-income categories, particularly Treasury and government securities. Year to date, nearly every category of the bond market had positive returns.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended April 30, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity® Value

21.08%

12.45%

68.68%

274.41%

S&P 500 ®

2.31%

-12.63%

43.91%

216.93%

Russell Midcap ® Value

20.16%

8.41%

77.88%

285.63%

Capital Appreciation Funds Average

4.17%

-12.49%

54.05%

195.43%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. You can also compare the fund's return to the performance of the Russell Midcap® Value Index - a market capitalization-weighted index of value-oriented stocks of U.S. corporations. To measure how the fund's performance stacked up against its peers, you can compare it to the capital appreciation funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 373 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page <Click Here> of this report.(dagger)

Average Annual Total Returns

Periods ended April 30, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity Value

12.45%

11.02%

14.11%

S&P 500

-12.63%

7.55%

12.23%

Russell Midcap Value

8.41%

12.21%

14.45%

Capital Appreciation Funds Average

-12.49%

7.98%

10.39%

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

Semiannual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Value Fund on April 30, 1992. As the chart shows, by April 30, 2002, the value of the investment would have grown to $37,441 - a 274.41% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $31,693 - a 216.93% 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 long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

(dagger) The LipperSM  mid-cap value funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. As of April 30, 2002, the six months, one year, five year, and 10 year cumulative total returns for the mid-cap value funds average were 19.02%, 9.96%, 84.30%, and 260.34%, respectively; and the one year, five year, and 10 year average annual total returns were 9.96%, 12.35%, and 13.04%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

Small-cap value stocks soundly outperformed large-cap growth stocks during the six-month period ending April 30, 2002. In that time, the Russell 2000® Index, a benchmark of small-cap stock performance, soared 20.03%, and the Russell MidCap® Index, a barometer of mid-cap equity performance, gained 15.24%. In comparison, the large-cap weighted Standard & Poor's 500SM Index struggled to a 2.31% return. Meanwhile, the value-oriented, blue chip proxy Dow Jones Industrial AverageSM returned 10.57%, while the growth-oriented, tech-heavy NASDAQ Composite® Index eked out a 0.04% increase. The six-month period opened on a high note as stocks enjoyed some of their best gains of 2001 in the final two months of the year, thanks to signs of improvement in the U.S. economy, brighter corporate earnings outlooks and a Federal Reserve Board that slashed short-term interest rates to 40-year lows. However, enthusiasm for stocks faded after allegations of questionable accounting practices at several high-profile energy companies. In response, equity markets suffered mild declines or offered tepid returns at best in the first two months of 2002. But a strong March lifted first-quarter stock market performance into positive territory, as gross domestic product and productivity had promising increases. Unfortunately, most of the market's year-to-date gains were wiped out in April, as lingering profit worries and valuation concerns left investor confidence at tenuous levels.

(Portfolio Manager photograph)
An interview with Rich Fentin, Portfolio Manager of Fidelity Value Fund

Q. How did the fund perform, Rich?

A. Quite well. For the six-months ending April 30, 2002, the fund returned 21.08%. In comparison, the Standard & Poor's 500 Index returned 2.31% and the Russell Midcap Value Index gained 20.16%. Meanwhile, the Lipper Inc. capital appreciation funds average returned 4.17%. For the 12-month period ending April 30, 2002, the fund rose 12.45%, while the S&P 500 index fell 12.63%, the Russell Midcap Value Index returned 8.41%, and the Lipper peer group average declined 12.49%.

Q. To what do you attribute the fund's strong performance relative to its benchmarks during the past six months?

A. The fund emphasized stocks with low valuations that performed much better than growth stocks that carried a higher premium and typically rely on faster earnings growth as a catalyst for appreciation. There were two main reasons behind the strong showing for value stocks. First, an uncertain economic backdrop lingered early in the period, causing many investors to remain more comfortable with stocks of affordably priced companies that were more likely to deliver on Wall Street's earnings expectations. Second, in recent months government and industry data began pointing toward a possible economic recovery. These optimistic signs benefited economically sensitive cyclical stocks, which were well represented in the fund's overweighting of the industrial and materials sectors. The past six months were a good period for most equities, but value stocks outperformed growth stocks across the entire market-capitalization spectrum. More significantly, the strongest-performing value stocks were those in the small- and mid-cap range that is this fund's focus.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What were your key investment strategies?

A. The fund was positioned for a pickup in industrial production and, fortunately, that increase occurred. The U.S. gross domestic product (GDP) rose 5.8% in the first quarter of 2002. This unexpectedly high figure was helped significantly by companies looking to replenish inventories that were allowed to deplete in 2001. Consumer spending remained relatively strong by historical standards, which allowed many end-market businesses to meet their profit expectations. Investor demand for industrial cyclical stocks soared after signs of economic improvement emerged. But as the period progressed, the valuations of industrial cyclicals rose, calling into question the risk/return benefit of owning these stocks. Therefore, I reduced our substantial overweighting to lock in profits. The cyclical rebound was quite broad-based, as many other undervalued industries, including financials, media and retail, also helped boost fund performance.

Q. What stocks were top contributors?

A. Industrial cyclical stocks such as Albany International, a maker of fabric belts used in the paper production process, and industrial services provider Harsco rose sharply. Apparel retailer The Limited and automotive retailer AutoNation also benefited from expectations of an economic recovery, as did industrial gas producer Praxair and protective-coatings maker RPM in the materials sector.

Q. What stocks proved disappointing?

A. The fund's worst performers primarily were telecommunication services stocks, which were plagued by price wars, high corporate debt and a glut of high-speed communications networks, among other factors. These issues hurt regional Bell operating companies BellSouth and SBC Communications, hybrid telecom service providers Qwest Communications and Broadwing, and rural local exchange carrier CenturyTel. Elsewhere, I sold the fund's position in discount retailer Kmart prior to the company's bankruptcy announcement in January 2002, but the fund's return was nonetheless compromised by the stock's poor performance.

Q. What's your outlook, Rich?

A. The initial rebound in cyclical stocks has occurred. The surge in industrial production was still underway at period end, but some emerging factors now give me pause about the future performance of stocks in this group, including the Federal Reserve Board's change to a neutral bias on interest rates, rising costs of raw materials and fairly priced valuations. That said, I still believe a positive market environment for value stock picking will continue for the next six months because undervalued smaller company stocks still look fundamentally more attractive relative to mega-cap growth stocks.

Semiannual Report

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Fund Facts

Goal: seeks capital appreciation by investing primarily in common stocks of both domestic and foreign issuers; the fund also invests in companies that possess valuable fixed assets or that are undervalued in the marketplace

Fund number: 039

Trading symbol: FDVLX

Start date: December 1, 1978

Size: as of April 30, 2002, more than $6.6 billion

Manager: Rich Fentin, since 1996; manager, Fidelity Puritan Fund, 1987-1996; Fidelity Value Fund, April 1992-
December 1992; Fidelity Growth Company Fund,1983-
1987; joined Fidelity in 1980

3

Rich Fentin explains why value stocks should be represented in your portfolio:

"During the late 1990s - a heyday for growth stock investing - many investors were happy maintaining a portfolio of growth funds and getting a nice return on their investment. Over the long term, however, this one-sided strategy can limit a portfolio's full potential.

"Case in point: During the two-year period that ended on April 30, 2002 - a period that commenced with the burst of the large-cap stock bubble - value stocks outperformed growth stocks by an enormous margin. The Standard & Poor's 500 Index declined 23.96% during this two-year period. While many media outlets have portrayed this time frame as a difficult one for stock investing, to the contrary, it's been a great period for investors in undervalued securities. Fidelity Value Fund, which invests primarily in the types of undervalued mid-cap stocks that typically don't make daily headlines due to their smaller size, returned 35.17% during the past two years. Similarly, the Russell Midcap Value Index gained 29.66%.

"Investors that remained diversified in both value and growth stocks since the mid-1990s participated in both the growth-stock boom of the late 1990s and the more recent value-stock rally. Over time, this diversified approach could give shareholders a better overall portfolio return."

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

American Standard Companies, Inc.

1.9

2.2

Manpower, Inc.

1.0

0.9

Eaton Corp.

0.9

0.8

AutoNation, Inc.

0.9

0.8

Weatherford International, Inc.

0.9

0.6

Harsco Corp.

0.9

1.3

Freddie Mac

0.9

0.9

Ceridian Corp.

0.9

0.7

Wachovia Corp.

0.8

0.6

Whirlpool Corp.

0.8

0.7

9.9

Top Five Market Sectors as of April 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

19.1

24.6

Consumer Discretionary

17.1

19.3

Financials

16.1

15.7

Materials

9.0

9.8

Energy

8.9

6.1

Asset Allocation (% of fund's net assets)

As of April 30, 2002 *

As of October 31, 2001 **

Stocks 86.5%

Stocks 93.3%

Bonds 0.4%

Bonds 0.1%

Convertible
Securities 2.1%

Convertible
Securities 0.7%

Short-Term
Investments and
Net Other Assets 11.0%

Short-Term
Investments and
Net Other Assets 5.9%

* Foreign investments

2.6%

** Foreign investments

1.6%



Semiannual Report

Investments April 30, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 86.5%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 17.0%

Auto Components - 0.8%

Delphi Corp.

809,900

$ 12,594

TRW, Inc.

701,900

38,626

51,220

Automobiles - 0.2%

Monaco Coach Corp. (a)

481,950

13,842

Hotels, Restaurants & Leisure - 2.0%

Harrah's Entertainment, Inc. (a)

30,600

1,504

Hilton Hotels Corp.

1,320,800

21,608

MGM Mirage, Inc. (a)

295,500

11,864

Outback Steakhouse, Inc. (a)

763,400

26,772

Six Flags, Inc. (a)

1,978,600

36,208

Triarc Companies, Inc. Class A (a)

307,400

8,607

Wendy's International, Inc.

632,400

23,652

130,215

Household Durables - 3.0%

Black & Decker Corp.

617,300

30,050

Clayton Homes, Inc.

608,700

10,409

Fleetwood Enterprises, Inc.

289,100

3,085

Furniture Brands International, Inc. (a)

474,500

19,374

Leggett & Platt, Inc.

1,913,900

50,336

Maytag Corp.

18,520

855

Newell Rubbermaid, Inc.

189,300

5,944

Snap-On, Inc.

666,100

21,102

Whirlpool Corp.

745,700

55,890

197,045

Leisure Equipment & Products - 0.9%

Brunswick Corp.

589,200

16,610

Callaway Golf Co.

450,000

7,920

Hasbro, Inc.

2,104,400

33,628

58,158

Media - 2.4%

Clear Channel Communications, Inc. (a)

343,000

16,104

E.W. Scripps Co. Class A

290,200

23,126

Fox Entertainment Group, Inc. Class A (a)

1,369,840

32,328

Gannett Co., Inc.

210,700

15,444

Lamar Advertising Co. Class A (a)

135,000

5,796

Reader's Digest Association, Inc. Class A (non-vtg.)

258,271

6,147

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Media - continued

The New York Times Co. Class A

519,100

$ 24,169

Tribune Co.

880,200

38,878

161,992

Multiline Retail - 1.7%

Big Lots, Inc. (a)

2,676,660

41,381

Federated Department Stores, Inc. (a)

1,280,800

50,886

Saks, Inc. (a)

458,300

6,815

Sears, Roebuck & Co.

245,300

12,940

112,022

Specialty Retail - 5.0%

AutoNation, Inc. (a)

3,718,400

59,494

Borders Group, Inc. (a)

1,044,200

24,340

Claire's Stores, Inc.

1,468,500

31,690

Gap, Inc.

3,249,700

45,853

Pacific Sunwear of California, Inc. (a)

408,200

10,197

RadioShack Corp.

1,451,600

45,290

Regis Corp.

351,395

10,563

Sherwin-Williams Co.

1,050,000

32,267

Staples, Inc. (a)

1,080,200

21,572

The Childrens Place Retail Stores, Inc. (a)

235,100

8,139

The Limited, Inc.

2,363,300

45,281

334,686

Textiles, Apparel & Lux. Goods - 1.0%

Liz Claiborne, Inc.

1,236,200

38,681

Polo Ralph Lauren Corp. Class A (a)

435,700

12,526

Russell Corp.

780,300

14,428

65,635

TOTAL CONSUMER DISCRETIONARY

1,124,815

CONSUMER STAPLES - 1.9%

Food & Drug Retailing - 0.4%

Fleming Companies, Inc.

622,301

13,716

Rite Aid Corp.

452,000

1,433

Winn-Dixie Stores, Inc.

740,000

12,839

27,988

Food Products - 0.8%

Dean Foods Co. (a)

529,232

19,592

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Food Products - continued

Hormel Foods Corp.

208,400

$ 5,147

International Multifoods Corp. (a)

271,500

7,290

Kraft Foods, Inc. Class A

400,400

16,432

Sara Lee Corp.

141,300

2,993

51,454

Household Products - 0.3%

Kimberly-Clark Corp.

309,400

20,148

Personal Products - 0.4%

Avon Products, Inc.

10,700

598

Gillette Co.

528,900

18,765

Playtex Products, Inc. (a)

480,400

6,245

25,608

Tobacco - 0.0%

Loews Corp. - Carolina Group

33,500

1,099

TOTAL CONSUMER STAPLES

126,297

ENERGY - 8.9%

Energy Equipment & Services - 6.3%

Baker Hughes, Inc.

1,161,500

43,765

BJ Services Co. (a)

1,420,000

52,171

Cooper Cameron Corp. (a)

669,300

36,704

Halliburton Co.

657,300

11,168

Helmerich & Payne, Inc.

1,119,600

46,139

National-Oilwell, Inc. (a)

1,480,000

39,324

Noble Drilling Corp. (a)

1,215,800

52,705

Smith International, Inc. (a)

648,500

45,427

Transocean Sedco Forex, Inc.

250,000

8,875

Varco International, Inc. (a)

1,060,000

21,719

Weatherford International, Inc. (a)

1,163,674

58,032

416,029

Oil & Gas - 2.6%

Amerada Hess Corp.

43,700

3,360

ChevronTexaco Corp.

291,700

25,293

Conoco, Inc.

1,321,469

37,067

Occidental Petroleum Corp.

1,246,500

35,837

Phillips Petroleum Co.

361,680

21,632

Premcor, Inc.

39,000

1,048

Common Stocks - continued

Shares

Value (Note 1)
(000s)

ENERGY - continued

Oil & Gas - continued

Spinnaker Exploration Co. (a)

364,300

$ 15,610

TotalFinaElf SA sponsored ADR

470,000

35,584

175,431

TOTAL ENERGY

591,460

FINANCIALS - 15.9%

Banks - 7.1%

Bank of America Corp.

536,000

38,849

Bank of Hawaii Corp.

1,092,700

31,120

Bank One Corp.

918,800

37,551

Banknorth Group, Inc.

1,092,800

28,839

City National Corp.

567,500

31,354

First Virginia Banks, Inc.

228,700

13,089

FleetBoston Financial Corp.

574,500

20,280

Hibernia Corp. Class A

1,417,200

28,273

Huntington Bancshares, Inc.

984,580

19,977

KeyCorp

1,183,400

33,265

National City Corp.

373,901

11,666

PNC Financial Services Group, Inc.

306,600

16,909

Silicon Valley Bancshares (a)

681,300

21,768

SouthTrust Corp.

601,600

16,051

SunTrust Banks, Inc.

95,900

6,519

Synovus Financial Corp.

60,500

1,636

U.S. Bancorp, Delaware

22,900

543

Union Planters Corp.

364,186

18,249

UnionBanCal Corp.

605,500

29,306

Wachovia Corp.

1,473,852

56,065

Zions Bancorp

214,200

11,584

472,893

Diversified Financials - 2.4%

Charles Schwab Corp.

1,927,800

21,958

Citigroup, Inc.

308,024

13,337

Fannie Mae

707,100

55,811

Freddie Mac

877,100

57,318

Van der Moolen Holding NV sponsored ADR (a)

425,700

9,749

158,173

Insurance - 2.3%

ACE Ltd.

16,300

709

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Insurance - continued

Allmerica Financial Corp.

505,700

$ 25,239

Allstate Corp.

1,071,000

42,562

Commerce Group, Inc.

207,200

8,363

MetLife, Inc.

844,000

28,814

Ohio Casualty Corp. (a)

746,300

14,419

PMA Capital Corp. Class A

500,000

11,985

Protective Life Corp.

534,900

17,042

149,133

Real Estate - 4.1%

Alexandria Real Estate Equities, Inc.

236,200

10,794

Apartment Investment & Management Co. Class A

324,100

15,913

Arden Realty, Inc.

965,900

27,190

AvalonBay Communities, Inc.

352,200

16,789

CenterPoint Properties Trust (SBI)

374,600

20,491

Crescent Real Estate Equities Co.

289,800

5,686

Duke Realty Corp.

1,012,500

26,629

Equity Office Properties Trust

880,000

25,194

General Growth Properties, Inc.

210,000

9,603

Mack-Cali Realty Corp.

791,400

25,958

MeriStar Hospitality Corp.

138,400

2,429

Public Storage, Inc.

736,700

27,972

Reckson Associates Realty Corp.

1,054,600

25,732

Simon Property Group, Inc.

478,000

16,133

Vornado Realty Trust

418,700

18,465

274,978

TOTAL FINANCIALS

1,055,177

HEALTH CARE - 0.9%

Health Care Equipment & Supplies - 0.9%

Bausch & Lomb, Inc.

731,900

26,326

Becton, Dickinson & Co.

452,400

16,816

DENTSPLY International, Inc.

179,600

7,125

Hillenbrand Industries, Inc.

54,900

3,547

Sybron Dental Specialties, Inc. (a)

246,500

4,856

58,670

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Health Care Providers & Services - 0.0%

Tenet Healthcare Corp. (a)

50,700

$ 3,720

TOTAL HEALTH CARE

62,390

INDUSTRIALS - 18.9%

Aerospace & Defense - 0.8%

GenCorp, Inc.

1,404,800

22,055

Honeywell International, Inc.

500,000

18,340

Precision Castparts Corp.

295,800

10,462

50,857

Air Freight & Logistics - 0.9%

CNF, Inc.

1,535,400

48,534

United Parcel Service, Inc. Class B

177,500

10,657

59,191

Building Products - 3.3%

American Standard Companies, Inc. (a)

1,709,600

127,707

Crane Co.

762,900

21,041

Elcor Corp.

592,600

15,988

Masco Corp.

1,862,600

52,339

217,075

Commercial Services & Supplies - 6.2%

Arbitron, Inc. (a)

472,742

16,248

Banta Corp.

483,600

18,183

Ceridian Corp. (a)

2,551,810

56,854

Dun & Bradstreet Corp. (a)

66,900

2,576

eFunds Corp. (a)

727,959

11,575

Herman Miller, Inc.

871,815

21,298

IMS Health, Inc.

427,400

8,809

Iron Mountain, Inc. (a)

513,000

15,800

John H. Harland Co.

1,395,500

42,005

Manpower, Inc.

1,597,600

64,303

MPS Group, Inc. (a)

662,200

5,960

R.R. Donnelley & Sons Co.

1,122,200

35,866

Republic Services, Inc. (a)

2,381,500

47,154

ServiceMaster Co.

623,000

8,722

Steelcase, Inc. Class A

1,389,300

23,201

Tetra Tech, Inc. (a)

540,500

7,708

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Viad Corp.

229,800

$ 7,004

Waste Management, Inc.

827,722

21,802

415,068

Construction & Engineering - 0.8%

Fluor Corp.

1,260,700

52,105

Electrical Equipment - 0.2%

AMETEK, Inc.

213,900

8,284

Artesyn Technologies, Inc. (a)

654,100

5,082

C&D Technologies, Inc.

30,000

690

14,056

Industrial Conglomerates - 0.8%

Carlisle Companies, Inc.

180,400

7,304

Textron, Inc.

925,000

45,492

52,796

Machinery - 5.0%

Actuant Corp. Class A (a)

48,100

2,112

Albany International Corp. Class A (d)

1,584,280

39,892

Caterpillar, Inc.

30,000

1,639

Deere & Co.

390,000

17,456

Dover Corp.

30,000

1,118

Eaton Corp.

728,900

61,672

Harsco Corp.

1,352,400

57,477

Ingersoll-Rand Co. Ltd. Class A

611,500

30,544

ITT Industries, Inc.

119,900

8,376

Kennametal, Inc.

824,705

32,708

Milacron, Inc.

460,400

6,100

Pentair, Inc.

369,580

17,947

Regal-Beloit Corp.

195,700

5,118

Terex Corp. (a)

1,056,900

26,475

UNOVA, Inc. (a)

2,530,100

20,494

329,128

Marine - 0.1%

Teekay Shipping Corp.

247,600

9,131

Road & Rail - 0.8%

Burlington Northern Santa Fe Corp.

578,600

15,906

CSX Corp.

547,300

19,796

Landstar System, Inc. (a)

17,137

1,678

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Road & Rail - continued

Norfolk Southern Corp.

375,610

$ 8,049

Union Pacific Corp.

130,000

7,384

52,813

TOTAL INDUSTRIALS

1,252,220

INFORMATION TECHNOLOGY - 5.8%

Communications Equipment - 0.6%

Avocent Corp. (a)

541,600

13,540

Motorola, Inc.

1,520,000

23,408

Nokia Corp. sponsored ADR

400,000

6,504

43,452

Computers & Peripherals - 0.7%

Apple Computer, Inc. (a)

746,600

18,120

Dell Computer Corp. (a)

200,000

5,268

Storage Technology Corp. (a)

1,028,000

21,156

44,544

Electronic Equipment & Instruments - 3.0%

Amphenol Corp. Class A (a)

467,000

20,478

Arrow Electronics, Inc. (a)

1,272,800

33,602

Avnet, Inc.

1,094,655

28,045

Celestica, Inc. (sub. vtg.) (a)

940,000

26,218

Diebold, Inc.

231,700

8,763

Flextronics International Ltd. (a)

1,770,000

24,515

Merix Corp. (a)(d)

887,500

14,839

PerkinElmer, Inc.

597,700

7,651

Tektronix, Inc. (a)

240,000

5,280

Thermo Electron Corp.

1,640,400

31,004

200,395

Internet Software & Services - 0.3%

Quovadx, Inc. (a)

400,000

3,316

Yahoo!, Inc. (a)

979,100

14,452

17,768

IT Consulting & Services - 0.2%

Acxiom Corp. (a)

280,100

4,658

Unisys Corp. (a)

463,900

6,263

10,921

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - 0.4%

Atmel Corp. (a)

450,000

$ 4,050

Axcelis Technologies, Inc. (a)

230,328

3,317

Fairchild Semiconductor International, Inc. Class A (a)

196,400

5,291

Integrated Device Technology, Inc. (a)

165,100

4,629

MKS Instruments, Inc. (a)

286,100

9,696

National Semiconductor Corp. (a)

40,000

1,261

28,244

Software - 0.6%

Computer Associates International, Inc.

1,390,700

25,867

Compuware Corp. (a)

1,541,100

12,082

Sybase, Inc. (a)

187,500

2,636

Synopsys, Inc. (a)

9,700

438

41,023

TOTAL INFORMATION TECHNOLOGY

386,347

MATERIALS - 8.8%

Chemicals - 3.7%

Albemarle Corp.

404,000

11,979

Crompton Corp.

2,953,176

35,586

Dow Chemical Co.

19,520

621

Engelhard Corp.

741,100

22,544

Ferro Corp.

642,100

18,184

Georgia Gulf Corp.

412,400

9,085

International Flavors & Fragrances, Inc.

486,100

15,652

Lyondell Chemical Co.

540,700

7,992

Millennium Chemicals, Inc.

631,600

8,621

Monsanto Co.

450,000

13,860

Omnova Solutions, Inc. (d)

2,865,800

26,365

PolyOne Corp.

3,559,600

43,214

Praxair, Inc.

230,200

13,144

RPM, Inc.

460,000

7,797

W.R. Grace & Co. (a)

2,324,000

7,902

242,546

Construction Materials - 0.5%

Martin Marietta Materials, Inc.

873,910

34,048

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - continued

Containers & Packaging - 0.7%

Aptargroup, Inc.

375,900

$ 13,965

Owens-Illinois, Inc. (a)

2,081,000

33,338

47,303

Metals & Mining - 2.8%

Agnico-Eagle Mines Ltd.

1,184,800

16,481

Alcan, Inc.

910,000

33,590

Alcoa, Inc.

986,600

33,574

Arch Coal, Inc.

692,100

15,365

Massey Energy Corp.

596,200

8,913

Newmont Mining Corp.

681,300

19,424

Nucor Corp.

190,900

11,158

Phelps Dodge Corp.

560,000

20,048

Placer Dome, Inc.

219,400

2,609

Ryerson Tull, Inc.

525,041

6,169

Steel Dynamics, Inc. (a)

674,725

11,774

United States Steel Corp.

177,500

3,202

Xstrata PLC (a)

210,600

2,879

185,186

Paper & Forest Products - 1.1%

Aracruz Celulose SA sponsored ADR

381,700

8,302

Boise Cascade Corp.

90,000

3,048

Bowater, Inc.

294,700

14,051

Georgia-Pacific Group

473,575

13,724

MeadWestvaco Corp.

710,000

20,846

Weyerhaeuser Co.

240,000

14,306

74,277

TOTAL MATERIALS

583,360

TELECOMMUNICATION SERVICES - 2.6%

Diversified Telecommunication Services - 2.4%

BellSouth Corp.

854,400

25,931

Broadwing, Inc. (a)

1,746,600

11,528

CenturyTel, Inc.

975,800

27,030

Citizens Communications Co.

4,001,900

37,098

Qwest Communications International, Inc.

2,387,400

12,009

SBC Communications, Inc.

600,000

18,636

Verizon Communications, Inc.

668,700

26,822

159,054

Common Stocks - continued

Shares

Value (Note 1)
(000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.2%

American Tower Corp. Class A (a)

2,384,900

$ 11,901

TOTAL TELECOMMUNICATION SERVICES

170,955

UTILITIES - 5.8%

Electric Utilities - 4.9%

AES Corp. (a)

920,000

7,378

Allegheny Energy, Inc.

520,000

21,798

American Electric Power Co., Inc.

542,000

24,824

CMS Energy Corp.

620,000

12,003

DPL, Inc.

1,155,200

30,058

DTE Energy Co.

654,200

29,661

FirstEnergy Corp.

981,477

32,683

FPL Group, Inc.

415,000

26,348

Northeast Utilities

736,200

14,724

NSTAR

370,600

16,973

Pinnacle West Capital Corp.

465,000

20,376

PPL Corp.

710,000

27,058

Southern Co.

1,086,100

30,791

TXU Corp.

590,000

32,108

326,783

Gas Utilities - 0.6%

KeySpan Corp.

478,700

16,898

NiSource, Inc.

842,800

18,626

35,524

Multi-Utilities & Unreg. Pwr - 0.3%

SCANA Corp.

689,700

22,036

TOTAL UTILITIES

384,343

TOTAL COMMON STOCKS

(Cost $5,128,026)

5,737,364

Convertible Preferred Stocks - 2.1%

CONSUMER DISCRETIONARY - 0.1%

Hotels, Restaurants & Leisure - 0.1%

Six Flags, Inc. $1.8125 PIERS

110,000

2,963

Convertible Preferred Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - 0.2%

Diversified Financials - 0.2%

Union Pacific Capital Trust $3.125 TIDES (e)

268,000

$ 12,931

INDUSTRIALS - 0.2%

Aerospace & Defense - 0.2%

Raytheon Co. $4.13

190,400

13,447

INFORMATION TECHNOLOGY - 0.4%

Communications Equipment - 0.4%

Lucent Technologies, Inc. $80.00

30,305

27,591

MATERIALS - 0.2%

Containers & Packaging - 0.2%

Owens-Illinois, Inc. $2.375

681,200

16,179

UTILITIES - 1.0%

Electric Utilities - 0.6%

Ameren Corp. $2.438

431,500

11,586

Cinergy Corp. $4.75 PRIDES

182,000

10,602

Dominion Resources, Inc. $4.375

320,000

17,204

39,392

Gas Utilities - 0.4%

KeySpan Corp. $4.375

300,000

15,000

Sempra Energy $2.125

355,000

9,053

24,053

Multi-Utilities & Unreg. Pwr - 0.0%

Sierra Pacific Resources $4.50 PIES

100,000

3,525

TOTAL UTILITIES

66,970

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $151,364)

140,081

Corporate Bonds - 0.4%

Moody's Ratings (unaudited)

Principal Amount (000s)

Convertible Bonds - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

NTL Delaware, Inc./NTL, Inc. 5.75% 12/15/09

-

$ 1,570

298

Corporate Bonds - continued

Moody's Ratings
(unaudited)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - 0.4%

INFORMATION TECHNOLOGY - 0.2%

Communications Equipment - 0.2%

SpectraSite Holdings, Inc.:

0% 4/15/09 (c)

Caa3

$ 32,005

$ 10,882

0% 3/15/10 (c)

Caa3

4,870

1,412

12,294

UTILITIES - 0.2%

Electric Utilities - 0.2%

AES Corp.:

9.375% 9/15/10

Ba1

11,000

9,075

9.5% 6/1/09

Ba1

3,330

2,814

11,889

TOTAL NONCONVERTIBLE BONDS

24,183

TOTAL CORPORATE BONDS

(Cost $23,599)

24,481

Money Market Funds - 12.1%

Shares

Fidelity Cash Central Fund, 1.85% (b)

759,811,808

759,812

Fidelity Securities Lending Cash Central Fund, 1.85% (b)

44,307,900

44,308

TOTAL MONEY MARKET FUNDS

(Cost $804,120)

804,120

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $6,107,109)

6,706,046

NET OTHER ASSETS - (1.1)%

(71,813)

NET ASSETS - 100%

$ 6,634,233

Security Type Abbreviations

PIERS

-

Preferred Income Equity Redeemable Securities

PIES

-

Premium Income Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend Equity Securities

TIDES

-

Term Income Deferred Equity Securities

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

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

(d) Affiliated company

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $12,931,000 or 0.2% of net assets.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,892,069,000 and $1,269,361,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $147,000 for the period.

Income Tax Information

At April 30, 2002, the aggregate cost of investment securities for income tax purposes was $6,107,072,000. Net unrealized appreciation aggregated $598,974,000, of which $1,009,494,000 related to appreciated investment securities and $410,520,000 related to depreciated investment securities.

At October 31, 2001, the fund had a capital loss carryforward of approximately $237,678,000 all of which will expire on October 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

April 30, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $42,334) (cost $6,107,109) - See accompanying schedule

$ 6,706,046

Cash

53

Receivable for investments sold

22,378

Receivable for fund shares sold

24,876

Dividends receivable

4,758

Interest receivable

1,370

Other receivables

42

Total assets

6,759,523

Liabilities

Payable for investments purchased

$ 62,179

Payable for fund shares redeemed

14,329

Accrued management fee

3,872

Other payables and accrued expenses

602

Collateral on securities loaned, at value

44,308

Total liabilities

125,290

Net Assets

$ 6,634,233

Net Assets consist of:

Paid in capital

$ 6,113,450

Undistributed net investment income

13,464

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

(91,625)

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

598,944

Net Assets, for 118,656 shares outstanding

$ 6,634,233

Net Asset Value, offering price and redemption price per share ($6,634,233 ÷ 118,656 shares)

$ 55.91

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended April 30, 2002 (Unaudited)

Investment Income

Dividends (including $490 received from affiliated issuers)

$ 41,030

Interest

7,773

Security lending

82

Total income

48,885

Expenses

Management fee
Basic fee

$ 15,978

Performance adjustment

4,383

Transfer agent fees

5,500

Accounting and security lending fees

345

Non-interested trustees' compensation

17

Custodian fees and expenses

46

Registration fees

119

Audit

26

Legal

30

Miscellaneous

31

Total expenses before reductions

26,475

Expense reductions

(819)

25,656

Net investment income (loss)

23,229

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized gain (loss) of $(1,706) on sales of investments in affiliated issuers)

147,619

Foreign currency transactions

(6)

Total net realized gain (loss)

147,613

Change in net unrealized appreciation (depreciation) on

investment securities

831,820

Net gain (loss)

979,433

Net increase (decrease) in net assets resulting from operations

$ 1,002,662

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
April 30, 2002
(Unaudited)

Year ended
October 31,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 23,229

$ 53,854

Net realized gain (loss)

147,613

50,398

Change in net unrealized appreciation
(depreciation)

831,820

146,641

Net increase (decrease) in net assets resulting
from operations

1,002,662

250,893

Distributions to shareholders from net investment
income

(50,683)

(71,057)

Share transactions
Net proceeds from sales of shares

1,872,028

2,892,813

Reinvestment of distributions

49,020

68,386

Cost of shares redeemed

(805,719)

(1,793,834)

Net increase (decrease) in net assets resulting from share transactions

1,115,329

1,167,365

Total increase (decrease) in net assets

2,067,308

1,347,201

Net Assets

Beginning of period

4,566,925

3,219,724

End of period (including undistributed net investment income of $13,464 and undistributed net investment income of $40,918, respectively)

$ 6,634,233

$ 4,566,925

Other Information

Shares

Sold

35,134

58,514

Issued in reinvestment of distributions

965

1,569

Redeemed

(15,354)

(37,417)

Net increase (decrease)

20,745

22,666

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

Six months ended
April 30, 2002

Years ended October 31,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 46.64

$ 42.79

$ 48.54

$ 51.90

$ 60.74

$ 54.99

Income from Investment Operations

Net investment income (loss) D

.22 F

.63

.80

.76

.60

.58

Net realized and unrealized gain (loss)

9.56 F

4.17

(.20)

3.58

(1.01)

11.62

Total from investment operations

9.78

4.80

.60

4.34

(.41)

12.20

Distributions from net investment income

(.51)

(.95)

(.73)

(.55)

(.48)

(.53)

Distributions from net realized gain

-

-

(5.62)

(7.15)

(7.95)

(5.92)

Total distributions

(.51)

(.95)

(6.35)

(7.70)

(8.43)

(6.45)

Net asset value, end of period

$ 55.91

$ 46.64

$ 42.79

$ 48.54

$ 51.90

$ 60.74

Total Return B, C

21.08%

11.37%

1.24%

9.24%

(1.33)%

24.31%

Ratios to Average Net Assets E

Expenses before expense
reductions

.96% A

.81%

.51%

.56%

.63%

.68%

Expenses net of voluntary waivers,
if any

.96% A

.81%

.51%

.56%

.63%

.68%

Expenses net of all reductions

.93% A

.77%

.48%

.54%

.61%

.66%

Net investment income (loss)

.84% A, F

1.29%

1.87%

1.50%

1.06%

1.01%

Supplemental Data

Net assets, end
of period
(in millions)

$ 6,634

$ 4,567

$ 3,220

$ 4,679

$ 5,892

$ 7,855

Portfolio turnover
rate

50% A

49%

48%

50%

36%

56%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflects expenses after reimbursement by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund. F Effective November 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income (loss) per share by $.01 and decrease net realized and unrealized gain (loss) per share by $.01. Without this change the ratio of net investment income to average net assets would have been .79%. Per share data, ratios and supplemental data for prior periods have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2002 (Unaudited)

1. Significant Accounting Policies.

Fidelity Value Fund (the fund) is a fund of Fidelity Capital 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 accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADR's, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income,which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, foreign currency transactions, non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

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

Change in Accounting Principle. Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in a $36,000 increase to the cost of securities held and a corresponding increase to accumulated net undistributed realized gain (loss), based on securities held by the fund on November 1, 2001.

Semiannual Report

1. Significant Accounting Policies - continued

Change in Accounting Principle - continued

The effect of this change during the period, was to increase net investment income by $1,249,000 and decrease net unrealized appreciation/depreciation by $1,249,000. The Statement of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation.

2. Operating Policies.

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

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a custodian bank. 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.

Restricted Securities. The fund may 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. Information regarding restricted securities is included under the captions "Legend" and/or "Other Information" at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward, or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was ..74% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .20% 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.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $4,751,000 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $790,000 of the fund's expenses. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $2,000 and $27,000, respectively.

8. 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

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Albany International Corp. Class A

$ 4,147

$ 3,950

$ 166

$ 39,892

John H. Harland Co.

-

22,372

324

-

Merix Corp.

2,191

-

-

14,839

Omnova Solutions, Inc.

-

2,668

-

26,365

TOTALS

$ 6,338

$ 28,990

$ 490

$ 81,096

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

Fidelity's Growth Funds

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The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

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