Fidelity®

Exchange

Fund

Semiannual Report

June 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.

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.

The views expressed in this report reflect those of each fund's 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.

Annual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Investors' growing doubts about the integrity of Corporate America's bookkeeping factored heavily into the substandard performance of U.S. equity markets for the first half of 2002. Fixed-income markets provided some respite for investors, offering moderate but steady gains throughout the first half of the year.

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 June 30, 2002	Past 6 months	Past 1 year	Past 5 years	Past 10 years
Fidelity® Exchange	-10.04%	-13.49%	16.02%	177.04%
S&P 500 ®	-13.16%	-17.99%	19.70%	195.16%
Growth & Income Funds Average	-10.31%	-14.50%	20.29%	174.05%

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 500^SMIndex - 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 & income funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 1,144 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 June 30, 2002	Past 1 year	Past 5 years	Past 10 years
Fidelity Exchange	-13.49%	3.02%	10.73%
S&P 500	-17.99%	3.66%	11.43%
Growth & Income Funds Average	-14.50%	3.51%	10.41%

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® Exchange Fund on June 30, 1992. As the chart shows, by June 30, 2002, the value of the investment would have grown to $27,704 - a 177.04% 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 $29,516 - a 195.16% increase.

The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

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^SM 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 June 30, 2002, the six month, one year, five year, and 10 year cumulative total returns for the Lipper large-cap core funds average were -13.66%, -19.06%, 11.66%, and 154.10%, respectively; and the one year, five year, and 10 year average annual total returns were -19.06%, 2.06%, and 9.57%, respectively. The six month, one year, five year, and 10 year cumulative total returns for the Lipper large-cap supergroup average were -14.84%, -20.60%, 10.95%, and 153.38%, respectively; and the one year, five year, and 10 year average annual total returns were -20.60%, 1.85%, and 9.48%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

From Enron to ImClone to WorldCom, a series of alleged fraudulent accounting practices and other questionable corporate activities rocked investors' trust in the integrity of Corporate America during the six-month period ending June 30, 2002. As a result, money flowed out of equities as fast as reports of new scandals poured in. Many CEOs and corporations were caught in the net of suspicion that blanketed the markets - even the White House and the queen of home decorating came under pressure for their association with the companies involved. With all eyes focused on balance sheets and bookkeeping, it seemed many failed to notice the positive reports coming from the economic front. First quarter GDP - gross domestic product - was surprisingly strong; productivity soared to levels not reached in years; consumer spending continued to be resilient; and the Federal Reserve Board bypassed several opportunities to raise interest rates, leaving them at 40-year lows. Unfortunately, pessimism overwhelmed optimism and left the equity markets with negative returns for the first half of 2002. In that time, the blue-chip bellwether Dow Jones Industrial Average^SM slipped 6.90%, the NASDAQ Composite® Index declined 24.85% and the large-cap weighted Standard & Poor's 500^SM Index suffered a loss of 13.16%.

(Portfolio Manager photograph)
An interview with Tim Heffernan, Portfolio Manager of Fidelity Exchange Fund

Q. How did the fund perform, Tim?

A. For the six-month period ending June 30, 2002, the fund was down 10.04%. In comparison, the Standard & Poor's 500 Index fell 13.16%, while the growth & income funds average as tracked by Lipper Inc. dropped 10.31%. For the 12-month period ending June 30, 2002, the fund was down 13.49%, while the S&P 500 index and the peer group average fell 17.99% and 14.50%, respectively.

Q. What caused the weakness in equities during the past six months?

A. There were a number of factors. The future direction of the economy remained in question. For the most part, corporate earnings failed to improve and, in many industries, valuations remained high because stock prices didn't decline as severely as profits. Stocks fell further when a number of high-profile lawsuits charged major brokerage houses and their equity analysts with making fraudulent stock recommendations. Elsewhere, inquiries by the Securities and Exchange Commission (SEC) into corporate accounting revealed that several companies failed to adhere to proper accounting standards, misleading investors on profitability. Such unfavorable reports forced many highly paid CEOs and key management executives to resign, and raised the average investor's skepticism about the financial markets. All of these troubling developments helped stifle investors' interest in equities.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What helped the fund outperform the S&P 500 during the past six months?

A. There were two significant reasons. First, the fund had an average weighting in media stocks that was three times greater than that of the index. While this overweighting itself didn't help the fund because media stocks as a group performed poorly, owning large positions in many of the best-performing stocks within the media industry, such as Gannett and Tribune, did have a major positive effect on the fund's relative return. Additionally, having much less exposure to technology stocks was helpful, as this sector generally suffered because investors were unwilling to reward stocks with strong future growth potential and less stable current earnings.

Q. What other holdings performed well?

A. Strong sales of its leather accessories provided a boost to earnings for Coach, the fund's top performer. Given the prevailing economic uncertainty, investors were drawn to the stable-growth prospects of consumer staples stocks, including Coca-Cola, Anheuser-Busch and Procter & Gamble.

Q. What stocks were disappointments?

A. In terms of disappointments, industrial giant General Electric was hurt by overall concerns about the accounting practices at large conglomerates, including allegations of financial irregularities at competitors such as Tyco International. A slowdown in corporate spending on technology hardware lowered the earnings forecasts for IBM, another big detractor. WorldCom tumbled after an SEC lawsuit alleged that the company engaged in a fraudulent scheme to pad its earnings. Additionally, shares of medical devices maker Guidant were pressured due to litigation that could compromise the company's ability to bring drug-coated stents - a treatment for heart disease - to market as quickly as expected. Finally, pharmaceutical stocks Bristol-Myers Squibb, Schering-Plough and Pfizer were pressured by a number of industry-related problems, including the loss of patent protection for several multi-million dollar brand-name drugs.

Q. What's your outlook?

A. While it's been a rough couple of years for equity investors, there are reasons to be optimistic. Interest rates remain at 40-year lows, and consumer spending has held up relatively well given the large number of job losses. However, the biggest factor I'm monitoring is corporate earnings, where there's yet to be much improvement. Corporate earnings are unlikely to improve until there is a broad-based economic recovery. Therefore, maintaining a diversified portfolio of stocks may be the most effective way to weather the stock market's volatility.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page <Click Here>.

Semiannual Report

Investment Changes

Top Ten Stocks as of June 30, 2002
	% of fund's net assets	% of fund's net assets 6 months ago
General Electric Co.	6.4	7.5
Exxon Mobil Corp.	4.5	3.7
American Express Co.	4.2	3.5
Johnson & Johnson	3.9	4.0
Gannett Co., Inc.	3.1	2.6
McGraw-Hill Companies, Inc.	3.1	3.0
McDonald's Corp.	3.0	2.4
Anheuser-Busch Companies, Inc.	2.8	2.6
Pfizer, Inc.	2.8	2.7
Parker Hannifin Corp.	2.7	2.2
	36.5
Top Five Market Sectors as of June 30, 2002
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	21.0	18.5
Health Care	18.0	20.9
Industrials	15.2	14.9
Consumer Staples	13.9	12.7
Financials	11.4	10.9

Asset Allocation (% of fund's net assets)
As of June 30, 2002 *			As of December 31, 2001 **
	Stocks 99.1%			Stocks 99.3%
	Short-Term Investments and Net Other Assets 0.9%			Short-Term Investments and Net Other Assets 0.7%
* Foreign investments		2.3%	** Foreign investments		2.2%

Semiannual Report

Investments June 30, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.1%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 21.0%
Auto Components - 0.6%
Dana Corp.	65,670		$ 1,216,865
Delphi Corp.	18,280		241,296
			1,458,161
Automobiles - 0.4%
General Motors Corp.	19,671		1,051,415
Hotels, Restaurants & Leisure - 3.0%
McDonald's Corp.	247,917		7,053,239
Household Durables - 0.5%
The Stanley Works	28,748		1,178,955
Media - 13.2%
Cox Communications, Inc. Class A (a)	28,976		798,289
Gannett Co., Inc.	96,683		7,338,240
General Motors Corp. Class H (a)	20,715		215,436
Knight-Ridder, Inc.	41,800		2,631,310
McGraw-Hill Companies, Inc.	121,630		7,261,311
Tribune Co.	131,800		5,733,300
Viacom, Inc. Class B (non-vtg.) (a)	30,566		1,356,213
Walt Disney Co.	303,108		5,728,741
			31,062,840
Multiline Retail - 1.3%
Neiman Marcus Group, Inc. Class B (a)	12,052		389,039
The May Department Stores Co.	80,505		2,651,030
			3,040,069
Specialty Retail - 0.3%
Payless ShoeSource, Inc. (a)	13,140		757,521
Textiles Apparel & Luxury Goods - 1.7%
Coach, Inc. (a)	73,439		4,031,801
TOTAL CONSUMER DISCRETIONARY			49,634,001
CONSUMER STAPLES - 13.9%
Beverages - 4.7%
Anheuser-Busch Companies, Inc.	131,405		6,570,250
The Coca-Cola Co.	83,303		4,664,968
			11,235,218
Food & Drug Retailing - 0.5%
SUPERVALU, Inc.	45,760		1,122,493
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER STAPLES - continued
Food Products - 1.2%
General Mills, Inc.	22,374		$ 986,246
Sara Lee Corp.	86,547		1,786,330
			2,772,576
Household Products - 4.0%
Colgate-Palmolive Co.	70,785		3,542,789
Procter & Gamble Co.	65,079		5,811,555
			9,354,344
Personal Products - 1.9%
Gillette Co.	134,571		4,557,920
Tobacco - 1.6%
Philip Morris Companies, Inc.	85,796		3,747,569
TOTAL CONSUMER STAPLES			32,790,120
ENERGY - 9.2%
Energy Equipment & Services - 1.2%
Schlumberger Ltd. (NY Shares)	53,568		2,490,912
Transocean, Inc.	10,370		323,026
			2,813,938
Oil & Gas - 8.0%
Anadarko Petroleum Corp.	6,025		297,033
ChevronTexaco Corp.	51,010		4,514,385
Exxon Mobil Corp.	261,030		10,681,348
Kerr-McGee Corp.	12,770		683,834
Royal Dutch Petroleum Co. (NY Shares)	49,700		2,746,919
			18,923,519
TOTAL ENERGY			21,737,457
FINANCIALS - 11.4%
Banks - 0.6%
Bank One Corp.	36,200		1,392,976
Diversified Financials - 7.5%
American Express Co.	271,201		9,850,020
Citigroup, Inc.	125,000		4,843,750
Lehman Brothers Holdings, Inc.	36,714		2,295,359
Waddell & Reed Financial, Inc. Class A	37,676		863,534
			17,852,663
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Insurance - 3.3%
Berkshire Hathaway, Inc. Class B (a)	2,055		$ 4,590,870
Torchmark Corp.	82,002		3,132,476
			7,723,346
TOTAL FINANCIALS			26,968,985
HEALTH CARE - 18.0%
Health Care Equipment & Supplies - 3.0%
Becton, Dickinson & Co.	89,548		3,084,929
Guidant Corp. (a)	112,474		3,400,089
Zimmer Holdings, Inc. (a)	18,001		641,916
			7,126,934
Pharmaceuticals - 15.0%
Bristol-Myers Squibb Co.	180,016		4,626,411
Eli Lilly & Co.	42,028		2,370,379
Johnson & Johnson	174,710		9,130,345
Merck & Co., Inc.	66,168		3,350,748
Pfizer, Inc.	187,249		6,553,715
Schering-Plough Corp.	142,538		3,506,435
Wyeth	111,604		5,714,125
			35,252,158
TOTAL HEALTH CARE			42,379,092
INDUSTRIALS - 15.2%
Aerospace & Defense - 2.2%
Raytheon Co.	37,540		1,529,755
United Technologies Corp.	53,344		3,622,058
			5,151,813
Commercial Services & Supplies - 0.4%
Waste Management, Inc.	36,250		944,313
Industrial Conglomerates - 8.0%
3M Co.	30,000		3,690,000
General Electric Co.	522,503		15,178,709
			18,868,709
Machinery - 4.1%
Parker Hannifin Corp.	135,907		6,494,996
SPX Corp. (a)	27,908		3,279,190
			9,774,186
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Road & Rail - 0.5%
Union Pacific Corp.	19,090		$ 1,208,015
TOTAL INDUSTRIALS			35,947,036
INFORMATION TECHNOLOGY - 7.1%
Communications Equipment - 1.3%
Motorola, Inc.	211,098		3,044,033
Computers & Peripherals - 3.6%
Hewlett-Packard Co.	381,705		5,832,452
International Business Machines Corp.	36,388		2,619,936
			8,452,388
Electronic Equipment & Instruments - 0.8%
Agilent Technologies, Inc. (a)	77,153		1,824,668
Semiconductor Equipment & Products - 0.3%
Cabot Microelectronics Corp. (a)	14,977		646,407
Software - 1.1%
Microsoft Corp. (a)	49,000		2,680,300
TOTAL INFORMATION TECHNOLOGY			16,647,796
MATERIALS - 2.7%
Chemicals - 2.7%
Air Products & Chemicals, Inc.	95,268		4,808,176
Cabot Corp.	53,400		1,529,910
			6,338,086
TELECOMMUNICATION SERVICES - 0.6%
Diversified Telecommunication Services - 0.5%
ALLTEL Corp.	1,756		82,532
Sprint Corp. - FON Group	100,000		1,061,000
WorldCom, Inc.:
MCI Group	5,970		299
WorldCom Group	149,268		7,463
			1,151,294
Common Stocks - continued
	Shares		Value (Note 1)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.1%
Sprint Corp. - PCS Group Series 1 (a)	50,000		$ 223,500
TOTAL TELECOMMUNICATION SERVICES			1,374,794
TOTAL COMMON STOCKS (Cost $26,799,496)		233,817,367
Cash Equivalents - 0.8%
	Maturity Amount
Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 1.93%, dated 6/28/02 due 7/1/02 (Cost $2,015,000)	$ 2,015,325		2,015,000
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $28,814,496)			235,832,367
NET OTHER ASSETS - 0.1%			170,925
NET ASSETS - 100%		$ 236,003,292

Legend

(a) Non-income producing

Other Information

Sales of securities, other than short-term securities, aggregated $16,320,851, which represents the current value of securities delivered in redemption of fund shares. The realized gain of $14,812,046 on securities delivered in redemption of fund shares is not taxable to the fund. There were no purchases of securities during the period.

Income Tax Information

At June 30, 2002, the aggregate cost of investment securities for income tax purposes was $28,814,496. Net unrealized appreciation aggregated $207,017,871, of which $211,127,526 related to appreciated investment securities and $4,109,655 related to depreciated investment securities.

At December 31, 2001, the fund had a capital loss carryforward of approximately $20,200 of which $20,100 and $100 will expire on December 31, 2007 and 2008, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2002 (Unaudited)
Assets
Investment in securities, at value (including repurchase agreements of $2,015,000) (cost $ 28,814,496) - See accompanying schedule		$ 235,832,367
Dividends receivable		321,858
Total assets		236,154,225
Liabilities
Payable to custodian bank	$ 1,968
Payable for fund shares redeemed	5,000
Accrued management fee	109,909
Other payables and accrued expenses	34,056
Total liabilities		150,933
Net Assets		$ 236,003,292
Net Assets consist of:
Paid in capital		$ 28,953,847
Undistributed net investment income		51,743
Accumulated undistributed net realized gain (loss) on investments		(20,169)
Net unrealized appreciation (depreciation) on investments		207,017,871
Net Assets, for 1,107,709 shares outstanding		$ 236,003,292
Net Asset Value, offering price and redemption price per share ($236,003,292 ÷ 1,107,709 shares)		$ 213.06

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

Semiannual Report

Financial Statements - continued

Statement of Operations

	Six months ended June 30, 2002 (Unaudited)
Investment Income
Dividends		$ 1,961,308
Interest		19,790
Total income		1,981,098
Expenses
Management fee	$ 723,993
Transfer agent fees	92,312
Non-interested trustees' compensation	642
Custodian fees and expenses	4,740
Audit	16,383
Legal	402
Miscellaneous	850
Total expenses before reductions	839,322
Expense reductions	(1,104)	838,218
Net investment income (loss)		1,142,880
Realized and Unrealized Gain (Loss)
Net Realized Gain (Loss) on Investment securities		14,812,046
Change in net unrealized appreciation (depreciation) on investment securities		(42,586,076)
Net gain (loss)		(27,774,030)
Net increase (decrease) in net assets resulting from operations		$ (26,631,150)

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended June 30, 2002 (Unaudited)	Year ended December 31, 2001
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,142,880	$ 2,705,445
Net realized gain (loss)	14,812,046	13,666,910
Change in net unrealized appreciation (depreciation)	(42,586,076)	(48,964,285)
Net increase (decrease) in net assets resulting from operations	(26,631,150)	(32,591,930)
Distributions to shareholders from net investment income	(1,111,833)	(2,678,618)
Reinvestment of distributions	318,640	778,914
Cost of shares redeemed	(16,395,178)	(14,214,556)
Net increase (decrease) in net assets resulting from share transactions	(16,076,538)	(13,435,642)
Total increase (decrease) in net assets	(43,819,521)	(48,706,190)
Net Assets
Beginning of period	279,822,813	328,529,003
End of period (including undistributed net investment income of $51,743 and undistributed net investment income of $20,696, respectively)	$ 236,003,292	$ 279,822,813
Other Information
Shares
Issued in reinvestment of distributions	1,429	3,158
Redeemed	(69,896)	(57,876)
Net increase (decrease)	(68,467)	(54,718)

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

Semiannual Report

Financial Highlights

	Six months ended June 30, 2002	Years ended December 31,
	(Unaudited)	2001	2000	1999	1998	1997
Selected Per-Share Data
Net asset value, be- ginning of period	$ 237.91	$ 266.90	$ 272.16	$ 248.62	$ 211.50	$ 159.39
Income from Invest- ment Operations
Net investment income (loss) D	1.00	2.24	2.15	2.21	2.39	2.46
Net realized and unrealized gain (loss)	(24.85)	(28.98)	(5.21)	23.58	37.17	52.10
Total from investment operations	(23.85)	(26.74)	(3.06)	25.79	39.56	54.56
Distributions from net investment income	(1.00)	(2.25)	(2.20)	(2.25)	(2.44)	(2.45)
Net asset value, end of period	$ 213.06	$ 237.91	$ 266.90	$ 272.16	$ 248.62	$ 211.50
Total Return B,C	(10.04)%	(10.05)%	(1.13)%	10.41%	18.74%	34.33%
Ratios to Average Net Assets E
Expenses before expense reductions	.63% A	.63%	.62%	.62%	.62%	.63%
Expenses net of voluntary waivers, if any	.63% A	.63%	.62%	.62%	.62%	.63%
Expenses net of all reductions	.63% A	.62%	.62%	.62%	.62%	.63%
Net investment income (loss)	.85% A	.92%	.81%	.84%	1.04%	1.31%
Supplemental Data
Net assets, end of period (000 omitted)	$ 236,003	$ 279,823	$ 328,529	$ 354,249	$ 358,689	$ 320,091
Portfolio turnover rate	0%	3%	0%	1%	0%	0%

^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 June 30, 2002 (Unaudited)

1. Significant Accounting Policies.

Fidelity Exchange Fund (the fund) 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 and is authorized to issue 10 million shares. Shares of the fund are not currently available for purchase. 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 (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 pm Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If an event that is expected to materially affect the value of a security occurs after the close of an exchange or market on which that security trades, but prior to the NAV calculation, then that security will be fair valued taking the event into account. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADRs, 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. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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 redemptions in kind and capital loss carryforwards.

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.

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. Fidelity Management & Research Company (FMR) and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee equal to an annual rate of 6/10 of 1% of the fund's average net assets. In addition, FMR provides portfolio accounting and bookkeeping services to the fund and determines the net asset value per share of the fund. The management fee is subject to a reduction to the extent that the monthly average net assets of all mutual funds advised by FMR exceed $4 billion in any month. The management fee payable by the fund on its portion of the excess is reduced by 10%. For the period, the fund's annualized management fee rate was .54% of average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

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 .07% of average net assets.

5. Expense Reductions.

Certain security trades were directed to brokers who paid $574 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 $69 and $461, 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 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.

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Fidelity's Growth and Income Funds

Balanced Fund

Convertible Securities Fund

Equity-Income Fund

Equity-Income II Fund

Fidelity ® Fund

Global Balanced Fund

Growth & Income Portfolio

Growth & Income II Portfolio

Puritan® Fund

Real Estate Investment Portfolio

Utilities Fund

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

EXC-SANN-0802 157738
1.705567.104

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