N-30D 1 fin.htm

Fidelity®

Convertible Securities

Fund

Annual Report

November 30, 2000

(2_fidelity_logos)

Contents

President's Message

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Ned Johnson on investing strategies.

Performance

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How the fund has done over time.

Fund Talk

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The managers' review of fund performance, strategy and outlook.

Investment Changes

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

Investments

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

Financial Statements

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

Notes

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Notes to the financial statements.

Report of Independent Accountants

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The auditors' opinion.

Distributions

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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.

Annual Report

President's Message

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

For the first time since 1990, the taxable bond market, as measured by the Lehman Brothers Aggregate Bond Index, appeared nearly certain to outperform the U.S. stock market, as measured by the S&P 500®. The former was up nearly 10% year to date through November, while the S&P 500 was down by approximately the same amount. Disappointing corporate earnings and uncertainty concerning a president-elect toppled the stock market late in the period.

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

Annual 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 November 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity Convertible Securities

18.07%

126.70%

441.66%

ML All U.S. Convertible Securities

-1.58%

83.33%

316.47%

Convertible Securities Funds Average

3.67%

78.87%

278.52%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, 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 Merrill Lynch All U.S. Convertible Securities Index - a market capitalization-weighted index of domestic corporate convertible securities. To measure how the fund's performance stacked up against its peers, you can compare it to the convertible securities funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 67 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges.

Average Annual Total Returns

Periods ended November 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity Convertible Securities

18.07%

17.78%

18.41%

ML All U.S. Convertible Securities

-1.58%

12.89%

15.33%

Convertible Securities Funds Average

3.67%

11.95%

13.75%

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.)

Annual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Convertible Securities Fund on November 30, 1990. As the chart shows, by November 30, 2000, the value of the investment would have grown to $54,166 - a 441.66% increase on the initial investment. For comparison, look at how the Merrill Lynch All U.S. Convertible Securities Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $41,647 - a 316.47% 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

Annual Report

Fund Talk: The Managers' Overview

Market Recap

After a promising beginning, U.S. equity markets were hammered by a convergence of adverse conditions during the remainder of the 12-month period ending November 30, 2000. The tech-heavy NASDAQ Composite Index was particularly hard hit. After successfully weathering the Federal Reserve Board's campaign to calm surging economic growth, the technology sector's grip on market leadership finally weakened in mid-March, when analysts warned that valuations were overinflated. Then, in May, the markets were rocked by a 0.50% Fed interest-rate hike, and signs soon emerged that clearly indicated a slowdown ahead. Escalating oil prices put additional strain on corporate profits, and disappointing earnings announcements began to pile up. Any hopes for a late season rally were broadsided by the uncertainty stemming from the presidential election in November. The resulting anxiety weighed the markets down to their lowest point of the year. For the overall period, the Standard & Poor's 500SM Index fell 4.22%, the Dow Jones Industrial Average sank 2.77% and the NASDAQ plunged 21.99%. Investors should keep in mind, however, that the last two times the NASDAQ had negative calendar year returns, in 1990 and 1994, the index responded with gains of 59.01% and 41.40% in 1991 and 1995, respectively. Of course, past performance is no guarantee of future results.

(Portfolio Manager photograph)
Note to shareholders: The following is an interview with Beso Sikharulidze (left), who managed Fidelity Convertible Securities Fund for most of the period covered by this report, with additional comments from Peter Saperstone (right), who became manager of the fund on November 1, 2000.

Q. How did the fund perform, Beso?

B.S. Quite well. For the 12 months that ended November 30, 2000, the fund returned 18.07%, outpacing both the Merrill Lynch All U.S. Convertible Securities Index, which returned -1.58%, and the convertible securities funds average tracked by Lipper Inc., which returned 3.67%.

Q. What was behind the fund's strong showing during the 12-month period?

B.S. Simply put, stock picking. We maintained an aggressive posture throughout the period, despite the downside volatility that shook equity markets during the spring and fall. Early in the year, as the balance of power shifted toward the technology and telecommunications sectors within the convertible securities arena, so did our focus. By becoming increasingly more aggressive, we gained greater exposure to the dramatic upside in the equity market during the period, while benefiting from the downside protection convertibles offered - in the form of a bond yield cushion - when conditions deteriorated. Sticking with only the highest-quality securities from the areas of the market with the highest growth potential during the period's ups and downs was critical to our success during the past year, as was generally owning more of them than both the index and peer group.

Annual Report

Fund Talk: The Managers' Overview - continued

Q. Where were you able to find the best opportunities in the technology sector?

B.S. After the speculative bubble burst during the spring, the market began to focus more intently on quality of earnings. As such, I spent a lot of time scrutinizing the fund's holdings, trying to weed out any question marks in the portfolio. What resulted was a more concentrated portfolio in those subsectors I felt had the highest long-term growth potential, namely communications semiconductors, optical networking and data storage. This positioning worked to our advantage, as each of these areas performed nicely heading into the fall. Our top performers included Qualcomm, SDL and EMC, respectively. As it became clear during the summer that a slowing economy would bring with it softer-than-expected spending on telecom equipment, I reduced my exposure to the industry and boosted the weighting in those areas I felt could continue to outperform, such as software and storage. This decision proved wise, as these groups held up better than their telecom counterparts when the NASDAQ collapsed during the fall. Internet software providers Veritas, Micromuse and BEA Systems were major contributors.

Q. What else influenced performance?

B.S. Equally important was finding the winners outside of the tech sector, particularly among financials. We were handsomely rewarded for participating in a couple of large, high-quality IPOs within the insurance industry, namely MetLife and ACE Limited, which shot up after being issued at attractive valuations. We also found some good growth stories among electric utilities. Power producers Calpine and AES surged higher on robust demand growth. Security selection within the health sector further helped relative performance. In terms of asset allocation, I continued to reduce the fund's overall exposure to pure equities, as most of the companies I liked began to issue convertible securities during the period. Given the period's extreme volatility, this move allowed us to participate in the market's advances without having to own the stocks themselves, which further reduced our downside risk. However, we weren't immune to trouble, as several of our tech holdings got caught in the downdraft during the period, most notably Legato, Terayon, DoubleClick, Critical Path and CMGI. Other detractors included MediaOne and Ann Taylor.

Q. Turning to you, Peter, what's your outlook?

P.S. The economy seems to be slowing to a more moderate pace. Not surprisingly, given the expectations for a slowdown in earnings momentum, I think it's going to be much more of a stock-picker's market going forward. The question that remains is whether or not the slowdown has already been factored into security prices. Personally, I don't believe it has in certain segments of the technology sector, namely semiconductors and telecom equipment. That said, I have scaled back a bit on the fund's overall tech weighting and added some more exposure to those areas of the market that tend to hold up better in an uncertain earnings environment, such as health care and consumer staples. Additionally, I've increased our exposure to the energy services group, where I believe there's a good two-to-three year growth cycle evolving. In sum, what these changes will do is cause the fund to be a little less aggressive than what shareholders have witnessed during the past 12 months, but I think that's a wise course given the current volatility in the market.

Annual Report

Fund Talk: The Managers' Overview - continued

The views expressed in this report reflect those of the portfolio managers 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 high total return through a combination of current income and capital appreciation

Fund number: 308

Trading symbol: FCVSX

Start date: January 5, 1987

Size: as of November 30, 2000, more than $1.8 billion

Manager: Peter Saperstone, since November 2000; manager, Fidelity Utilities Fund and Fidelity Advisor Telecommunications and Utilities Growth Fund, 1998-2000; several Fidelity Select Portfolios, 1996-1998; joined Fidelity in 1995

3

Peter Saperstone discusses his investment approach:

"I use a bottom-up fundamental research process to build a portfolio, avoiding making any major top-down sector calls. My first step is to analyze a company's fundamentals, which I do with the help of Fidelity's deep bench of research analysts. Our advantage is in knowing companies better than our competition. I'm especially interested in owning quality companies with strong sales growth, cash flow and earnings growth. If I determine that a company is a good investment, then I'll decide whether to own the convertible, the straight equity or a blended combination of the two, depending on how similarly the company's convertibles behave compared to its common stock. My goal is to create a growth-like portfolio that has less volatility and more downside protection than a traditional equity growth fund. In each of the market sectors, I generally try to find the best companies with the lowest downside earnings potential. On top of that, I look for companies with improving earnings outlooks that have yet to be recognized by the market. In general, I tend to own a more concentrated portfolio with fewer names. My rationale for this approach is simple. If I like the story, I'll own more of it. I'd rather put a 2% stake of the fund in a company I understand a lot and have great conviction in, rather than a larger number of small positions in lesser-known companies."

Annual Report

Investment Changes

Top Ten Investments as of November 30, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

Radio One, Inc. $65.00

2.4

0.0

Six Flags, Inc. $4.05 PIES

1.9

0.0

America Online, Inc. 0% 12/6/19

1.8

2.2

Tyco International Ltd. 0% 11/17/20

1.8

0.0

VERITAS Software Corp./VERITAS Operating Corp. 1.856% 8/13/06

1.8

0.8

MetLife, Inc. $4.00

1.7

3.2

Cox Communications, Inc. $6.858 PRIZES

1.5

1.0

Tyco International Ltd.

1.4

0.0

Nextel Communications, Inc. 5.25% 1/15/10

1.4

1.8

Crown Castle International Corp. $3.125 PIERS

1.3

0.0

17.0

Top Five Market Sectors as of November 30, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

Technology

22.6

35.6

Health

14.3

8.8

Media & Leisure

12.7

12.8

Utilities

9.2

9.9

Finance

8.9

11.9

Asset Allocation (% of fund's net assets)

As of November 30, 2000 *

As of May 31, 2000 **

Convertible
Securities 75.5%

Convertible
Securities 82.4%

Stocks 9.9%

Stocks 10.0%

Nonconvertible
Bonds 0.0%

Nonconvertible
Bonds 0.5%

Short-Term
Investments and
Net Other Assets 14.6%

Short-Term
Investments and
Net Other Assets 7.1%

* Foreign investments

5.7%

** Foreign investments

3.3%



Annual Report

Investments November 30, 2000

Showing Percentage of Net Assets

Convertible Bonds - 48.6%

Moody's Ratings (unaudited) (b)

Principal
Amount (000s) (d)

Value (Note 1) (000s)

BASIC INDUSTRIES - 0.2%

Metals & Mining - 0.2%

CommScope, Inc. 4% 12/15/06 (e)

-

$ 6,000

$ 4,399

CONSTRUCTION & REAL ESTATE - 1.2%

Construction - 0.5%

Lennar Corp. 0% 7/29/18

Ba1

16,650

8,419

Real Estate Investment Trusts - 0.7%

Equity Office Properties Trust 7.25% 11/15/08 (e)

Baa1

8,000

8,030

Pinnacle Holdings, Inc. 5.5% 9/15/07 (e)

-

11,500

5,060

13,090

TOTAL CONSTRUCTION & REAL ESTATE

21,509

ENERGY - 3.1%

Energy Services - 1.5%

Global Marine, Inc. 0% 6/23/20 (e)

Baa2

5,000

2,256

Nabors Industries, Inc. 0% 6/20/20 (e)

A3

34,250

22,048

Pride International, Inc. 0% 4/24/18

B2

11,000

4,276

28,580

Oil & Gas - 1.6%

Anadarko Petroleum Corp. 0% 3/7/20

Baa1

8,000

6,080

Devon Energy Corp. 0% 6/27/20 (e)

A-

32,890

14,472

Kerr-McGee Corp. 5.25% 2/15/10

Baa2

7,500

8,888

29,440

TOTAL ENERGY

58,020

FINANCE - 2.6%

Credit & Other Finance - 1.5%

Elan Finance Corp. Ltd.:

liquid yield option notes 0% 12/14/18 (e)

Baa3

10,200

8,186

0% 12/14/18

Baa3

13,330

10,697

JMH Finance Ltd. 4.75% 9/6/07 (e)

-

8,660

7,967

26,850

Securities Industry - 1.1%

Teva Pharmaceutical Finance LLC 1.5% 10/15/05 (e)

-

19,500

20,280

TOTAL FINANCE

47,130

Convertible Bonds - continued

Moody's Ratings (unaudited) (b)

Principal
Amount (000s) (d)

Value (Note 1) (000s)

HEALTH - 10.4%

Drugs & Pharmaceuticals - 8.6%

Alkermes, Inc.:

3.75% 2/15/07 (e)

-

$ 600

$ 375

3.75% 2/15/07

-

13,000

8,125

Allergan, Inc. 0% 11/1/20 (e)

Baa1

10,800

7,189

Alpharma, Inc.:

3% 6/1/06 (e)

B

960

1,147

3% 6/1/06

B

11,227

13,388

Centocor, Inc. 4.75% 2/15/05

AAA

3,000

3,945

COR Therapeutics, Inc. 5% 3/1/07

CCC

4,600

5,601

CuraGen Corp. 6% 2/2/07 (e)

CCC

6,000

4,605

Dura Pharmaceuticals, Inc. 3.5% 7/31/02

Ba1

1,000

1,000

Genzyme Corp. 5.25% 6/1/05

-

2,370

5,546

Human Genome Sciences, Inc.
3.75% 3/15/07 (e)

-

4,400

3,443

IDEC Pharmaceuticals Corp.:

liquid yield option note 0% 2/16/19 (e)

-

2,010

4,722

0% 2/16/19

-

2,430

5,709

ImClone Systems, Inc.:

5.5% 3/1/05 (e)

-

5,800

5,731

5.5% 3/1/05

-

10,000

9,881

Inhale Therapeutic Systems, Inc.
3.5% 10/17/07 (e)

-

12,000

11,048

Integrated Process Equipment Corp.
6.25% 9/15/04 (e)

B-

1,500

705

Invitrogen Corp. 5.5% 3/1/07 (e)

-

7,000

7,543

IVAX Corp.:

5.5% 5/15/07 (e)

-

6,860

8,987

5.5% 5/15/07

-

1,400

1,778

Mayan Networks Corp. 5.25% 11/1/05 (e)

-

22,750

22,750

Millennium Pharmaceuticals, Inc. 5.5% 1/15/07 (e)

CCC

1,900

2,538

Protein Design Labs, Inc. 5.5% 2/15/07 (e)

CCC

3,640

4,295

Roche Holdings, Inc. liquid yield option note
0% 5/6/12 (e)

-

8,500

4,176

Sepracor, Inc.:

5% 2/15/07 (e)

-

2,000

1,948

7% 12/15/05 (e)

-

5,000

6,519

7% 12/15/05

-

4,200

5,476

158,170

Convertible Bonds - continued

Moody's Ratings (unaudited) (b)

Principal
Amount (000s) (d)

Value (Note 1) (000s)

HEALTH - continued

Medical Facilities Management - 1.8%

Health Management Associates, Inc.
0.25% 8/16/20 (e)

Baa3

$ 13,500

$ 9,889

HEALTHSOUTH Corp. 3.25% 4/1/03

Ba3

7,000

6,125

Total Renal Care Holdings, Inc. 7% 5/15/09 (e)

B3

6,446

4,835

Universal Health Services, Inc.
0.426% 6/23/20 (e)

Ba1

8,450

5,493

Wellpoint Health Networks, Inc. 0% 7/2/19

Baa3

8,030

6,645

32,987

TOTAL HEALTH

191,157

INDUSTRIAL MACHINERY & EQUIPMENT - 1.9%

Electrical Equipment - 0.1%

Cymer, Inc. 7.25% 8/6/04

-

3,000

2,625

Industrial Machinery & Equipment - 1.8%

Tyco International Ltd. 0% 11/17/20 (e)

Baa1

44,500

32,958

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

35,583

MEDIA & LEISURE - 4.3%

Broadcasting - 4.1%

American Tower Corp.:

2.25% 10/15/09 (e)

B3

3,100

3,100

5% 2/15/10 (e)

B+

12,000

9,720

CD Radio, Inc. 8.75% 9/29/09

-

750

975

Clear Channel Communications, Inc.
1.5% 12/1/02

Baa3

17,500

15,663

Cox Communications, Inc. 0.4259% 4/19/20

Baa3

48,800

18,544

EchoStar Communications Corp.:

4.875% 1/1/07 (e)

Caa2

9,000

7,605

4.875% 1/1/07

Caa2

3,300

2,789

Jacor Communications, Inc. liquid yield option notes 0% 2/9/18

Baa3

30,700

15,388

NTL, Inc. 5.75% 12/15/09 (e)

Caa1

3,420

1,766

75,550

Lodging & Gaming - 0.2%

Four Seasons Hotels, Inc. 0% 9/23/29

Ba2

9,000

3,212

TOTAL MEDIA & LEISURE

78,762

Convertible Bonds - continued

Moody's Ratings (unaudited) (b)

Principal
Amount (000s) (d)

Value (Note 1) (000s)

NONDURABLES - 1.3%

Household Products - 1.3%

Avon Products, Inc. 0% 7/12/20 (e)

A

$ 49,000

$ 23,704

RETAIL & WHOLESALE - 0.4%

Apparel Stores - 0.2%

AnnTaylor Stores Corp. 0.55% 6/18/19 (e)

B2

8,660

3,681

General Merchandise Stores - 0.1%

Costco Companies, Inc. 0% 8/19/17

A3

2,000

1,605

Grocery Stores - 0.1%

Koninklijke Ahold NV 4% 5/19/05

Baa2

EUR

2,500

2,655

TOTAL RETAIL & WHOLESALE

7,941

SERVICES - 1.8%

Advertising - 1.5%

Getty Images, Inc. 5% 3/15/07 (e)

B2

3,500

2,507

Interpublic Group of Companies, Inc.:

1.87% 6/1/06 (e)

Baa1

5,500

4,909

1.87% 6/1/06

Baa1

8,000

7,140

Omnicom Group, Inc. 2.25% 1/6/13

Baa1

6,500

10,676

Young & Rubicam, Inc. 3% 1/15/05

Baa1

3,800

3,553

28,785

Services - 0.3%

ADT Operations, Inc. liquid yield option notes 0%, 7/6/10

Baa1

1,686

4,834

TOTAL SERVICES

33,619

TECHNOLOGY - 18.3%

Communications Equipment - 2.2%

Comverse Technology, Inc. 4.5% 7/1/05

B+

4,745

19,116

Corning, Inc. 0% 11/8/15

A2

22,530

16,362

Natural MicroSystems Corp. 5% 10/15/05

CCC+

2,740

1,380

Tekelec 3.25% 11/2/04 (e)

-

2,100

3,844

40,702

Computer Services & Software - 9.9%

Affiliated Computer Services, Inc. 4% 3/15/05

Baa3

5,250

7,508

Affymetrix, Inc. 4.75% 2/15/07 (e)

-

7,000

4,603

Amazon.com, Inc. 4.75% 2/1/09

Caa3

3,000

1,433

America Online, Inc. 0% 12/6/19

Ba3

71,000

33,903

Automatic Data Processing, Inc. 0% 2/20/12

Aa1

2,375

4,051

Convertible Bonds - continued

Moody's Ratings (unaudited) (b)

Principal
Amount (000s) (d)

Value (Note 1) (000s)

TECHNOLOGY - continued

Computer Services & Software - continued

BEA Systems, Inc. 4% 12/15/06 (e)

-

$ 9,950

$ 18,302

Citrix Systems, Inc. 0% 3/22/19

B

22,250

9,401

CNET, Inc. 5% 3/1/06

CCC

5,400

4,361

Critical Path, Inc. 5.75% 4/1/05

CCC

20,910

12,089

Cyras Systems, Inc. 4.5% 8/15/05 (e)

-

6,070

5,584

i2 Technologies, Inc.:

5.25% 12/15/06 (e)

B

1,900

2,767

5.25% 12/15/06

B

3,550

5,170

Interliant, Inc. 7% 2/16/05 (e)

-

6,000

2,115

Manugistics Group, Inc. 5% 11/1/07 (e)

-

4,690

4,878

Rational Software Corp.:

5% 2/1/07 (e)

-

4,250

4,640

5% 2/1/07

-

7,000

7,643

Redback Networks, Inc. 5% 4/1/07

CCC

15,000

10,153

Siebel Systems, Inc. 5.5% 9/15/06

-

2,825

8,745

USinternetworking, Inc. 7% 11/1/04

CCC

8,500

3,570

VERITAS Software Corp./VERITAS
Operating Corp. 1.856% 8/13/06

B+

11,700

32,321

183,237

Computers & Office Equipment - 2.1%

Hewlett-Packard Co. 0% 10/14/17

Aa3

10,750

6,027

Ingram Micro, Inc. 0% 6/9/18

Ba2

22,250

8,705

Juniper Networks, Inc. 4.75% 3/15/07

B-

20,280

20,343

SCI Systems, Inc. 3% 3/15/07

Ba1

3,880

3,109

38,184

Electronic Instruments - 1.3%

LAM Research Corp. 5% 9/1/02

B

2,100

1,995

PerkinElmer, Inc. 0% 8/7/20

BBB+

9,723

6,022

Thermo Electron Corp. 4.25% 1/1/03 (e)

Ba2

16,500

16,232

24,249

Electronics - 2.8%

Burr-Brown Corp. 4.25% 2/15/07

A-

1,940

2,265

Candescent Technologies Corp. 7% 5/1/03 (e)

-

3,500

2,275

Celestica, Inc. 0% 8/1/20

BB-

14,480

6,100

Conexant Systems, Inc.:

4% 2/1/07

B

11,700

6,640

4.25% 5/1/06

B

1,000

1,043

Cypress Semiconductor Corp. 3.75% 7/1/05

B1

5,500

3,891

International Rectifier Corp. 4.25% 7/15/07 (e)

B2

5,250

3,524

Convertible Bonds - continued

Moody's Ratings (unaudited) (b)

Principal
Amount (000s) (d)

Value (Note 1) (000s)

TECHNOLOGY - continued

Electronics - continued

LSI Logic Corp.:

4% 2/15/05

B1

$ 5,000

$ 3,513

4.25% 3/15/04

B1

700

917

NVIDIA Corp. 4.75% 10/15/07

B-

11,500

8,165

S3, Inc. 5.75% 10/1/03

-

14,400

10,944

Semtech Corp. 4.5% 2/1/07 (e)

CCC+

2,500

1,859

51,136

TOTAL TECHNOLOGY

337,508

TRANSPORTATION - 0.3%

Trucking & Freight - 0.3%

United Parcel Service, Inc. 1.75% 9/27/07

Aaa

4,600

4,876

UTILITIES - 2.8%

Cellular - 2.8%

China Mobile (Hong Kong) Ltd.
2.25% 11/3/05

Baa2

11,740

11,740

Nextel Communications, Inc.:

4.75% 7/1/07

B1

10,050

14,447

5.25% 1/15/10 (e)

B1

33,259

24,944

51,131

TOTAL CONVERTIBLE BONDS

(Cost $910,270)

895,339

Common Stocks - 9.9%

Shares

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.4%

Masco Corp.

400,000

7,725

HEALTH - 1.5%

Drugs & Pharmaceuticals - 0.4%

Celgene Corp. (a)

45,900

2,619

Vertex Pharmaceuticals, Inc. (a)(e)

84,821

4,739

7,358

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH - continued

Medical Facilities Management - 1.1%

HEALTHSOUTH Corp. (a)

1,433,300

$ 19,977

TOTAL HEALTH

27,335

INDUSTRIAL MACHINERY & EQUIPMENT - 1.4%

Electrical Equipment - 0.0%

Aura Systems, Inc. warrants 5/31/05 (a)

1

0

Avaya, Inc. (a)(f)

146

1

Sensormatic Electronics Corp. (a)(e)

1,131

20

21

Industrial Machinery & Equipment - 1.4%

Tyco International Ltd.

482,900

25,473

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

25,494

MEDIA & LEISURE - 0.9%

Broadcasting - 0.2%

Comcast Corp. Class A (special) (a)

62,800

2,414

Lodging & Gaming - 0.7%

Harrah's Entertainment, Inc. (a)

474,000

13,272

TOTAL MEDIA & LEISURE

15,686

TECHNOLOGY - 4.3%

Communications Equipment - 0.3%

Ciena Corp. (a)

56,800

4,313

Lucent Technologies, Inc.

15,865

247

Lucent Technologies, Inc. (f)

1,762

21

4,581

Computer Services & Software - 4.0%

BMC Software, Inc. (a)

361,900

6,265

Computer Associates International, Inc.

258,700

6,759

Critical Path, Inc. (a)

388,900

8,216

Electronic Data Systems Corp.

104,300

5,521

J.D. Edwards & Co. (a)

341,600

8,668

Oracle Corp. (a)

842,300

22,321

Common Stocks - continued

Shares

Value (Note 1) (000s)

TECHNOLOGY - continued

Computer Services & Software - continued

Vignette Corp. (a)

828,100

$ 13,043

webMethods, Inc.

57,100

3,594

74,387

Electronics - 0.0%

Motorola, Inc.

41,600

835

TOTAL TECHNOLOGY

79,803

UTILITIES - 1.4%

Cellular - 0.5%

AT&T Corp. - Wireless Group

509,600

9,173

Electric Utility - 0.6%

Citizens Communications Co. (a)

788,900

10,995

Gas - 0.3%

Enron Corp.

86,000

5,569

Telephone Services - 0.0%

Asia Global Crossing Ltd. Class A

61,900

279

TeraBeam Networks (a)(f)

5,200

20

299

TOTAL UTILITIES

26,036

TOTAL COMMON STOCKS

(Cost $200,945)

182,079

Convertible Preferred Stocks - 26.9%

BASIC INDUSTRIES - 1.4%

Chemicals & Plastics - 0.8%

Sealed Air Corp. Series A, $2.00

431,100

14,604

Paper & Forest Products - 0.6%

Georgia-Pacific Corp. $3.75 PEPS

352,100

10,255

TOTAL BASIC INDUSTRIES

24,859

ENERGY - 2.4%

Oil & Gas - 2.4%

Apache Corp. $2.015 ACES

314,400

14,168

EVI, Inc. $2.50

205,000

8,405

Convertible Preferred Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - continued

Oil & Gas - continued

The Coastal Corp.:

$1.20 PRIDES

112,700

$ 4,600

$1.66 PRIDES

77,300

3,227

Tosco Financing Trust $2.875

105,000

5,152

Unocal Capital Trust Corp. $3.125

78,000

3,676

Vec Trust 1 $1.94 PEPS

220,000

5,775

45,003

FINANCE - 6.3%

Credit & Other Finance - 2.5%

AES Trust VII $3.00 (e)

326,215

21,122

Calpine Capital Trust III $2.50 (e)

75,400

3,940

Caremark Rx Capital Trust I:

$3.50 (a)

25,000

1,956

$3.50 (e)

46,600

3,646

DECS Trust VI (Metromedia Fiber Network, Inc.) $2.46

395,200

9,485

Life Re Corp./Life Re Capital Trust II $3.96

70,000

5,320

45,469

Insurance - 2.8%

ACE Ltd. $4.125 PRIDES

245,200

20,275

MetLife, Inc. $4.00

343,550

32,122

52,397

Investment Companies - 1.0%

Amdocs Automatic Common Exchange Securities
Trust $1.51 TRACES

40,500

1,904

CVS Trust Automatic Common Exchangeable Securities
Trust $4.23

165,000

15,510

17,414

TOTAL FINANCE

115,280

HEALTH - 2.4%

Drugs & Pharmaceuticals - 0.0%

Cephalon, Inc. $3.625

9,800

1,281

Medical Equipment & Supplies - 1.2%

McKesson Financing Trust $2.50

446,500

21,711

Convertible Preferred Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH - continued

Medical Facilities Management - 1.2%

Express Scripts Automatic Exchange Security Trust
$4.83 TRACES

300,000

$ 22,106

TOTAL HEALTH

45,098

INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%

Ingersoll Rand Co./Ingersoll Rand Finance
$1.68 Income PRIDES

109,400

2,215

MEDIA & LEISURE - 7.5%

Broadcasting - 4.9%

Adelphia Communications Corp. $11.00

13,800

1,342

Cox Communications, Inc. $6.858 PRIZES

487,900

27,414

Entercom Communication Capital Trust $3.13

189,600

7,774

MediaOne Group, Inc. (Vodafone Group PLC) $3.04 PIES

275,400

9,742

Radio One, Inc. $65.00 (e)

57,900

44,862

91,134

Entertainment - 1.9%

Six Flags, Inc. $4.05 PIES

1,146,700

34,688

Publishing - 0.3%

Readers Digest Automatic Common Exchange Securities Trust $1.93 TRACES

172,100

5,690

Restaurants - 0.4%

Wendys Financing I $2.50 TECONS

130,000

7,166

TOTAL MEDIA & LEISURE

138,678

NONDURABLES - 0.7%

Beverages - 0.5%

Seagram Co. Ltd. $3.76 ACES

193,500

8,816

Household Products - 0.2%

Estee Lauder Co. $3.80 TRACES

58,000

4,346

TOTAL NONDURABLES

13,162

TRANSPORTATION - 1.1%

Railroads - 1.1%

Union Pacific Capital Trust $3.125

452,200

19,840

Convertible Preferred Stocks - continued

Shares

Value (Note 1) (000s)

UTILITIES - 5.0%

Cellular - 2.1%

Crown Castle International Corp. $3.125 PIERS (a)

578,100

$ 24,136

Omnipoint Corp. $3.50

88,000

14,465

38,601

Electric Utility - 0.8%

Citizens Utilities Trust $2.50 EPPICS

150,000

8,016

Dominion Resources, Inc. $4.75 PIES

100,000

5,925

13,941

Gas - 0.5%

Enron Corp. Series J, $10.50

1,100

1,945

SEMCO Energy, Inc. $1.10

609,400

7,694

9,639

Telephone Services - 1.6%

Global Crossing Ltd. $16.88

93,500

12,915

Intermedia Communications, Inc.:

Series D, $1.75 depositary shares (a)

139,300

2,769

Series E, $1.75 (a)

588,000

9,114

Qwest Trends Trust $2.40 (e)

75,000

4,753

29,551

TOTAL UTILITIES

91,732

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $493,757)

495,867

Cash Equivalents - 11.1%

Fidelity Cash Central Fund, 6.57% (c)
(Cost $204,940)

204,940,484

204,940

TOTAL INVESTMENT PORTFOLIO - 96.5%

(Cost $1,809,912)

1,778,225

NET OTHER ASSETS - 3.5%

65,220

NET ASSETS - 100%

$ 1,843,445

Security Type Abbreviations

ACES

-

Automatic Common Exchange Securities

DECS

-

Dividend Enhanced Convertible Stock/Debt Exchangeable for Common Stock

EPPICS

-

Equity Providing Income Convertible Securities

PEPS

-

Participating Equity Preferred Shares/Premium Exchangeable Participating Shares

PIERS

-

Preferred Income Equity Redeemable Securities

PIES

-

Premium Income
Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend
Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable Securities

TECONS

-

Term Convertible Shares

TRACES

-

Trust Automatic Common Exchange Securities

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) 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.

(d) Principal amount is stated in United States dollars unless otherwise noted.

(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 $479,235,000 or 26.0% of net assets.

(f) 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)

Avaya, Inc.

5/19/00

$ 1

Lucent
Technologies, Inc.

5/19/00

$ 13

TeraBeam Networks

4/7/00

$ 20

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

3.1%

AAA, AA, A

9.3%

Baa

11.4%

BBB

9.6%

Ba

4.8%

BB

3.7%

B

4.7%

B

11.4%

Caa

0.8%

CCC

2.9%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 12.9%. FMR has determined that unrated debt securities that are lower quality account for 12.8% of the total value of investment in securities.

Income Tax Information

At November 30, 2000, the aggregate cost of investment securities for income tax purposes was $1,821,318,000. Net unrealized depreciation aggregated $43,093,000, of which $127,446,000 related to appreciated investment securities and $170,539,000 related to depreciated investment securities.

The fund hereby designates approximately $7,646,000 as a capital gain dividend for the purpose of the dividend paid deduction.

The fund intends to elect to defer to its fiscal year ending November 30, 2001 approximately $38,279,000 of losses recognized during the period November 1, 2000 to November 30, 2000.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

November 30, 2000

Assets

Investment in securities, at value (cost $1,809,912) -
See accompanying schedule

$ 1,778,225

Receivable for investments sold

106,346

Receivable for fund shares sold

3,426

Dividends receivable

564

Interest receivable

7,828

Other receivables

32

Total assets

1,896,421

Liabilities

Payable to custodian bank

$ 2,125

Payable for investments purchased

44,876

Payable for fund shares redeemed

4,572

Accrued management fee

952

Other payables and accrued expenses

451

Total liabilities

52,976

Net Assets

$ 1,843,445

Net Assets consist of:

Paid in capital

$ 1,515,483

Undistributed net investment income

26,795

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

332,859

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

(31,692)

Net Assets, for 76,685 shares outstanding

$ 1,843,445

Net Asset Value, offering price and redemption price
per share ($1,843,445
÷ 76,685 shares)

$24.04

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended November 30, 2000

Investment Income

Dividends

$ 22,774

Interest

44,240

Total income

67,014

Expenses

Management fee
Basic fee

$ 8,517

Performance adjustment

1,750

Transfer agent fees

2,941

Accounting fees and expenses

398

Non-interested trustees' compensation

8

Custodian fees and expenses

49

Registration fees

215

Audit

49

Legal

49

Interest

3

Miscellaneous

15

Total expenses before reductions

13,994

Expense reductions

(178)

13,816

Net investment income

53,198

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

353,609

Foreign currency transactions

359

353,968

Change in net unrealized appreciation (depreciation) on:

Investment securities

(226,029)

Assets and liabilities in foreign currencies

12

(226,017)

Net gain (loss)

127,951

Net increase (decrease) in net assets resulting
from operations

$ 181,149

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Year ended November 30,
2000

Year ended November 30,
1999

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 53,198

$ 30,248

Net realized gain (loss)

353,968

112,503

Change in net unrealized appreciation (depreciation)

(226,017)

155,777

Net increase (decrease) in net assets resulting
from operations

181,149

298,528

Distributions to shareholders
From net investment income

(42,869)

(32,773)

From net realized gain

(93,806)

(60,281)

Total distributions

(136,675)

(93,054)

Share transactions
Net proceeds from sales of shares

1,016,859

362,790

Reinvestment of distributions

124,568

84,738

Cost of shares redeemed

(556,403)

(425,892)

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

585,024

21,636

Total increase (decrease) in net assets

629,498

227,110

Net Assets

Beginning of period

1,213,947

986,837

End of period (including undistributed net investment income of $26,795 and $5,377, respectively)

$ 1,843,445

$ 1,213,947

Other Information

Shares

Sold

38,757

18,167

Issued in reinvestment of distributions

5,244

4,632

Redeemed

(21,449)

(21,698)

Net increase (decrease)

22,552

1,101

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

Annual Report

Financial Highlights

Years ended November 30,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value,
beginning of period

$ 22.43

$ 18.61

$ 19.57

$ 18.64

$ 17.66

Income from
Investment Operations

Net investment income

.77 B

.57 B

.60 B

.64 B

.83

Net realized and
unrealized gain (loss)

3.18

5.01

.86

1.90

1.79

Total from investment operations

3.95

5.58

1.46

2.54

2.62

Less Distributions

From net investment income

(.64)

(.62)

(.58)

(.80)

(.74)

From net realized gain

(1.70)

(1.14)

(1.84)

(.81)

(.90)

Total distributions

(2.34)

(1.76)

(2.42)

(1.61)

(1.64)

Net asset value, end of period

$ 24.04

$ 22.43

$ 18.61

$ 19.57

$ 18.64

Total Return A

18.07%

32.36%

8.88%

14.84%

16.02%

Ratios and Supplemental Data

Net assets, end of period
(in millions)

$ 1,843

$ 1,214

$ 987

$ 1,029

$ 1,148

Ratio of expenses to average
net assets

.78%

.85%

.79%

.74%

.85%

Ratio of expenses to average net assets after expense reductions

.77% C

.82% C

.77% C

.73% C

.83% C

Ratio of net investment income to average net assets

2.96%

2.85%

3.21%

3.46%

4.48%

Portfolio turnover rate

262%

246%

223%

212%

175%

A The total returns would have been lower had certain expenses not been reduced during the periods shown.

B Net investment income per share has been calculated based on average shares outstanding during the period.

C FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the fund's expenses.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2000

1. Significant Accounting Policies.

Fidelity Convertible Securities Fund (the fund) is a fund of Fidelity Financial 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, as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with generally accepted accounting principles which 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. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity 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. Securities (including restricted securities) for which market quotations are not readily available are valued 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 or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency Translation. The accounting records of the fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Annual Report

Notes to Financial Statements - 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 substantially all of its taxable income for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

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

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned 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, which may result in distribution reclassifications, are primarily due to differing treatments for foreign currency transactions, passive foreign investment companies (PFIC), market discount, contingent interest, non-taxable dividends, losses deferred due to wash sales and excise tax regulations. The fund also utilized earnings and profits distributed to shareholders on redemption of shares as a part of the dividends paid deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

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

Change in Accounting Principle. Effective December 1, 2001, the fund will adopt the provisions of the AICPA Audit and Accounting Guide for Investment Companies and will begin amortizing premium and discount on all debt securities, as required. Upon the effective date this accounting principle change will not have an impact on total net assets but will result in an increase or decrease on cost of securities held and a corresponding change in net investment income.

The cumulative effect of this change in accounting principle will not have an

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Change in Accounting Principle - continued

impact on total net assets but will result in an increase or decrease on cost of securities held and a corresponding change in net unrealized appreciation (depreciation), based on securities held on December 1, 2001.

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

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 is permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. At the end of the period, restricted securities (excluding 144A issues) amounted to $42,000 or 0.0% of net assets.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,562,469,000 and $4,299,078,000, respectively.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates.

Management Fee. As the fund's investment adviser, FMR receives a monthly basic fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .2167% to .5200% for the period. The annual individual fund fee rate is .20%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. The basic fee is subject to a performance adjustment (up to a maximum of ±.15% of the fund's average net assets over the performance period) based on the fund's investment performance as compared to the appropriate index over a specified period of time. For the period, the management fee was equivalent to an annual rate of .57% of average net assets after the performance adjustment.

Sub-Adviser Fee. Beginning January 1, 2001, FMR Co.(FMRC) will serve as sub-adviser for the fund. FMRC is a wholly owned subsidiary of FMR and will receive a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the fund's assets that will be managed by FMRC.

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 annual rate of .16% of average net assets.

Accounting Fees. Fidelity Service Company, Inc. (FSC) maintains the fund's accounting records. The fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Fidelity Cash Central Fund. Pursuant to an Exemptive Order issued by the SEC, the fund may invest in the Fidelity Cash Central Fund (the Cash Fund) managed by Fidelity Investments Money Management, Inc., an affiliate of FMR. The Cash Fund is an open-end money market fund available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Fund seeks preservation of capital, liquidity, and current income and does not pay a management fee. Income distributions from the Cash Fund are declared daily and paid monthly from net investment income. Income distributions earned by the fund are recorded as interest income in the accompanying financial statements.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms were $18,000 for the period.

Annual Report

Notes to Financial Statements - continued

5. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which the loan was outstanding amounted to $15,013,000. The weighted average interest rate was 6.98%. At period end there were no bank borrowings outstanding.

6. Expense Reductions.

FMR has directed certain portfolio trades to brokers who paid a portion of the fund's expenses. For the period, the fund's expenses were reduced by $151,000 under this arrangement.

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 a portion of the fund's expenses. During the period, the fund's custodian and transfer agent fees were reduced by $6,000 and $21,000, respectively, under these arrangements.

Annual Report

Report of Independent Accountants

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Convertible Securities Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Convertible Securities Fund (a fund of Fidelity Financial Trust) at November 30, 2000, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Convertible Securities Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2000 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts

January 8, 2001

Annual Report

Distributions

The Board of Trustees of Fidelity Convertible Securities Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

Pay Date

Record Date

Dividends

Capital Gains

1/2/01

12/29/00

$.20

$4.32

1/8/01

1/5/01

-

$.02

The fund hereby designates 100% of the long-term capital gain dividends distributed during the fiscal year as 20%-rate capital gain dividends.

A total of 5% of the dividends distributed during the fiscal year qualifies for the dividends-received deduction for corporate shareholders.

The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns.

Annual 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.

Annual 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 - CP6R

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

General Correspondence

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

Annual Report

To Visit Fidelity

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

Arizona

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

10100 Santa Monica Blvd.
Los Angeles, 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

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, 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

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
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 Franklin 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

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

Annual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

700 West 47th Street
Kansas City, MO

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

999 Walt Whitman Road
Melville, L.I., NY

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, 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

1155 Dairy Ashford Street
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

511 Pine Street
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

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Officers

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Richard A. Spillane, Jr., Vice President

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

John H. Costello, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

Donald J. Kirk *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

William S. Stavropoulos

General Distributor

Fidelity Distributors Corporation

Boston, MA

* Independent trustees

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

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

CVS-ANN-0101

122074

1.539184.103

Fidelity®

Equity-Income II

Fund

Annual Report

November 30, 2000

(2_fidelity_logos)

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>

Footnotes to the financial statements.

Report of Independent Accountants

<Click Here>

The auditors' opinion.

Distributions

<Click Here>

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.

Annual Report

President's Message

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

For the first time since 1990, the taxable bond market, as measured by the Lehman Brothers Aggregate Bond Index, appeared nearly certain to outperform the U.S. stock market, as measured by the S&P 500®. The former was up nearly 10% year to date through November, while the S&P 500 was down by approximately the same amount. Disappointing corporate earnings and uncertainty concerning a president-elect toppled the stock market late in the period.

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

Annual 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 November 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity Equity-Income II

3.50%

101.91%

447.67%

Russell 3000® Value Index

3.20%

108.70%

379.40%

Equity Income Funds Average

3.18%

83.36%

283.41%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, 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 Russell 3000® Value Index - a market capitalization-weighted index of value-oriented stocks of U.S. domiciled corporations. To measure how the fund's performance stacked up against its peers, you can compare it to the equity income funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past one year average represents a peer group of 242 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created new comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page 5 of this report.(dagger)

Average Annual Total Returns

Periods ended November 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity Equity-Income II

3.50%

15.09%

18.54%

Russell 3000 Value

3.20%

15.85%

16.97%

Equity Income Funds Average

3.18%

12.75%

14.17%

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.)

Annual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Equity-Income II Fund on November 30, 1990. As the chart shows, by November 30, 2000, the value of the investment would have grown to $54,767 - a 447.67% increase on the initial investment. For comparison, look at how the Russell 3000 Value Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $47,940 - a 379.40% 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 equity income funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. As of November 30, 2000, the one year, five year and 10 year cumulative and average annual total returns for the equity income funds average were 2.88%, 79.36%, and 282.37%, and 2.88%, 12.30%, and 14.17%, respectively.

Annual Report

Fund Talk: The Manager's Overview

Market Recap

After a promising beginning, U.S. equity markets were hammered by a convergence of adverse conditions during the remainder of the 12-month period ending November 30, 2000. The tech-heavy NASDAQ Composite Index was particularly hard hit. After successfully weathering the Federal Reserve Board's campaign to calm surging economic growth, the technology sector's grip on market leadership finally weakened in mid-March, when analysts warned that valuations were overinflated. Then, in May, the markets were rocked by a 0.50% Fed interest-rate hike, and signs soon emerged that clearly indicated a slowdown ahead. Escalating oil prices put additional strain on corporate profits, and disappointing earnings announcements began to pile up. Any hopes for a late season rally were broadsided by the uncertainty stemming from the presidential election in November. The resulting anxiety weighed the markets down to their lowest point of the year. For the overall period, the Standard & Poor's 500SM Index fell 4.22%, the Dow Jones Industrial Average sank 2.77% and the NASDAQ plunged 21.99%. Investors should keep in mind, however, that the last two times the NASDAQ had negative calendar year returns, in 1990 and 1994, the index responded with gains of 59.01% and 41.40% in 1991 and 1995, respectively. Of course, past performance is no guarantee of future results.

(Portfolio Manager photograph)
An interview with Steve DuFour, Portfolio Manager of Fidelity Equity-Income II Fund

Q. How did the fund perform, Steve?

A. For the 12-month period that ended November 30, 2000, the fund returned 3.50%. In comparison, the Russell 3000 Value Index returned 3.20% during the same period. The fund also compares its performance to that of the equity income funds average as tracked by Lipper Inc., which returned 3.18%.

Q. What factors helped the fund outperform the Russell 3000 Value Index and its peer group during the past year?

A. The difference in performance was primarily the result of strong stock selection in the financial services sector. Not only did the fund own a good mix of financial stocks, but the sector also performed particularly well in the latter half of the period as domestic interest rates stabilized. Within this sector, our holdings in Fannie Mae, Freddie Mac, Citigroup, PNC Financial, Mellon Financial and American International Group all were top performers during the past year. Further, stock selection within the utilities sector was beneficial, particularly among our natural gas stocks, which included strong performers Dynegy, El Paso Energy, Enron and KeySpan. However, our performance was tempered by holdings in the technology sector - namely Dell Computer and Unisys - which were our two biggest detractors. I sold off our holdings in Unisys during the period.

Annual Report

Fund Talk: The Manager's Overview - continued

Q. The markets experienced tremendous volatility during the period. Can you describe your investment strategy as market sentiment rotated?

A. Upon taking over the fund in February, I repositioned the sector weightings as a result of the change in the fund's benchmark to the Russell 3000 Value Index from the Standard and Poor's 500 Index, making our positions more in line with the new benchmark. In February, euphoria in the technology sector was peaking. In search of more attractively valued companies, I found several companies in the financial and the energy sectors and opportunistically added positions such as Mellon Financial and ExxonMobil, which were attractively valued based on my analysis of their fundamentals. As the period wore on, the economy began to slow and investors became more defensive-minded, seeking the perceived safety of established companies. As a result, the fund's performance was strong relative to more aggressive equity funds in 2000 due to our large positions in financial services, energy and utilities - sectors that benefited from the correction in technology and a slowing domestic economy.

Q. At 12.1% of net assets, utilities was the fund's second-largest sector position at the period's end. How did these stocks perform?

A. While returns in the utilities sector varied depending upon industry, opportunistic stock picking within the sector made a positive contribution to the fund's overall return. Soon after I began running the fund, I increased our holdings in natural gas due to a supply shortage of the commodity. Several of the companies I previously mentioned were undervalued and performed quite well. Earlier in the period, I also increased the fund's weighting in regional Bell operating companies such as SBC Communications, which was a positive contributor. As the period pro-gressed, I reduced our holdings in the company as digital subscriber line (DSL) growth started to slow. Meanwhile, our positions in long-distance telephone carriers, particularly AT&T, detracted from performance as increased price competition put downward pressure on profits.

Q. The fund's energy position fell to 8.5% of net assets from 14.2% six months ago. Why?

A. During the past six months, I took some profits in the sector, particularly among our holdings in energy services companies, because I believed the market had priced in a full recovery in this industry from its sharp decline in 1998. I also shifted the fund's energy positions to benefit from moderating energy prices, steering the fund toward more integrated oil companies, such as ExxonMobil.

Q. What's your outlook, Steve?

A. I'm taking a cautious approach. Value stocks outperformed growth stocks materially during the past six months, but the underlying fundamentals in the value stock universe as a whole have not started to improve yet. While I'm waiting to see whether that dynamic unfolds, another development I'm watching is the recent expansion of the value stock universe, as a result of the depreciation of many growth stocks during the past six months. At the same time, an interest-rate cut by the Federal Reserve Board early in 2001 could positively influence the stocks in this fund.

Annual Report

Fund Talk: The Manager's Overview - continued

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: reasonable income; the fund also considers the potential for capital appreciation

Fund number: 319

Trading symbol: FEQTX

Start date: August 21, 1990

Size: as of November 30, 2000, more than $13.4 billion

Manager: Steve DuFour, since February 2000; manager, Fidelity Balanced Fund, 1997-2000; Fidelity Convertible Securities Fund, January 1997-July 1997; several Fidelity Select Portfolios, 1993-1997; joined Fidelity in 1993

3

Steve DuFour on the economy and value stocks:

"At the end of the period, it was clear to the market and the Federal Reserve Board that the economy had slowed. The big unanswered questions now are, ´How fast has it slowed, and will we enter into a recession or not?'

"With this uncertain backdrop, I'm trying to determine when might be the appropriate time to shift a percentage of the fund's assets into a number of industries that recently experienced, or are experiencing, the negative effects of this current economic softness. The market usually discounts this economic weakness and starts to anticipate future growth about six to nine months in advance of improved earnings growth and better fundamentals. Keeping that in mind, I'm closely watching a number of value-oriented industries, such as trucking, railroads and newspapers, to determine whether or not the best companies in these industries are poised to benefit from a change in the economic outlook.

"The quickest way to ignite growth in these industries would be a series of rate cuts, or a reduction in oil prices - two factors that would have a positive effect. High oil prices have been hurting these industries and reducing their profits. And just as the rising interest rates had the effect of slowing the economy, cutting rates usually results in a stimulation of the economy and consumer spending."

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

Fannie Mae

6.1

4.6

Exxon Mobil Corp.

6.0

7.3

Freddie Mac

3.1

2.3

Mellon Financial Corp.

3.1

2.1

BellSouth Corp.

2.9

1.8

PNC Financial Services Group, Inc.

2.9

1.3

Chase Manhattan Corp.

2.8

1.7

SBC Communications, Inc.

2.0

2.6

Dynegy, Inc. Class A

1.9

1.7

Merck & Co., Inc.

1.8

0.3

32.6

Top Five Market Sectors as of November 30, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

Finance

25.6

28.7

Utilities

12.1

13.4

Energy

8.5

14.2

Nondurables

6.5

2.7

Media & Leisure

5.3

4.8

Asset Allocation (% of fund's net assets)

As of November 30, 2000*

As of May 31, 2000 **

Stocks and
Equity Futures 83.5%

Stocks and
Equity Futures 86.5%

Convertible
Securities 3.3%

Convertible
Securities 3.6%

Short-Term
Investments and
Net Other Assets 13.2%

Short-Term
Investments and
Net Other Assets 9.9%

* Foreign investments

0.8%

** Foreign investments

0.1%



Annual Report

Investments November 30, 2000

Showing Percentage of Net Assets

Common Stocks - 80.2%

Shares

Value (Note 1) (000s)

AEROSPACE & DEFENSE - 0.9%

Boeing Co.

1,322,500

$ 91,335

Textron, Inc.

716,700

36,283

TOTAL AEROSPACE & DEFENSE

127,618

BASIC INDUSTRIES - 3.9%

Chemicals & Plastics - 2.0%

Air Products & Chemicals, Inc.

357,800

12,322

Avery Dennison Corp.

247,800

13,629

Cytec Industries, Inc. (a)

203,300

7,027

Dow Chemical Co.

1,881,200

57,494

E.I. du Pont de Nemours and Co.

3,439,800

145,547

Praxair, Inc.

269,700

9,692

Rohm & Haas Co.

767,100

22,821

268,532

Metals & Mining - 0.5%

Alcoa, Inc.

1,623,700

45,768

Phelps Dodge Corp.

385,600

18,943

64,711

Packaging & Containers - 0.0%

Bemis Co., Inc.

262,100

7,781

Paper & Forest Products - 1.4%

Kimberly-Clark Corp.

2,689,600

188,104

TOTAL BASIC INDUSTRIES

529,128

CONSTRUCTION & REAL ESTATE - 1.6%

Building Materials - 0.0%

Fortune Brands, Inc.

211,100

6,096

Real Estate Investment Trusts - 1.6%

Duke-Weeks Realty Corp.

538,900

12,260

Equity Office Properties Trust

4,561,300

138,264

Equity Residential Properties Trust (SBI)

1,142,600

58,273

208,797

TOTAL CONSTRUCTION & REAL ESTATE

214,893

Common Stocks - continued

Shares

Value (Note 1) (000s)

DURABLES - 0.9%

Autos, Tires, & Accessories - 0.7%

Navistar International Corp. (a)

2,245,100

$ 72,966

PACCAR, Inc.

406,700

19,318

92,284

Textiles & Apparel - 0.2%

Jones Apparel Group, Inc. (a)

426,300

13,935

NIKE, Inc. Class B

210,500

8,973

22,908

TOTAL DURABLES

115,192

ENERGY - 8.5%

Energy Services - 2.2%

Baker Hughes, Inc.

1,329,300

43,950

Diamond Offshore Drilling, Inc.

1,109,600

33,496

ENSCO International, Inc.

586,100

14,250

Global Marine, Inc. (a)

1,072,600

23,530

Halliburton Co.

2,061,300

68,796

Schlumberger Ltd. (NY Shares)

1,088,600

67,493

Smith International, Inc. (a)

67,600

3,925

Weatherford International, Inc.

1,284,300

42,783

298,223

Oil & Gas - 6.3%

Cooper Cameron Corp. (a)

619,600

33,613

Exxon Mobil Corp.

9,176,091

807,496

841,109

TOTAL ENERGY

1,139,332

FINANCE - 25.5%

Banks - 12.2%

Bank of America Corp.

2,136,900

85,342

Bank One Corp.

4,044,800

144,854

Chase Manhattan Corp.

10,052,050

370,669

Commerce Bancorp, Inc.

358,000

20,428

FleetBoston Financial Corp.

2,716,800

101,880

Mellon Financial Corp.

8,842,100

414,473

PNC Financial Services Group, Inc.

5,785,700

384,749

Wells Fargo & Co.

2,317,600

109,941

1,632,336

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCE - continued

Credit & Other Finance - 1.2%

American Express Co.

634,436

$ 34,854

Citigroup, Inc.

2,388,641

118,984

153,838

Federal Sponsored Credit - 9.2%

Fannie Mae

10,329,900

816,062

Freddie Mac

6,936,387

419,218

1,235,280

Insurance - 1.4%

Allstate Corp.

1,258,500

48,138

American International Group, Inc.

1,414,685

137,136

185,274

Savings & Loans - 0.8%

Washington Mutual, Inc.

2,452,900

111,454

Securities Industry - 0.7%

Charles Schwab Corp.

2,978,150

82,458

Morgan Stanley Dean Witter & Co.

175,900

11,148

93,606

TOTAL FINANCE

3,411,788

HEALTH - 5.2%

Drugs & Pharmaceuticals - 3.6%

Bristol-Myers Squibb Co.

2,877,228

199,428

Merck & Co., Inc.

2,514,500

233,063

Schering-Plough Corp.

809,600

45,388

477,879

Medical Equipment & Supplies - 1.6%

Abbott Laboratories

454,300

25,015

Johnson & Johnson

1,430,900

143,090

McKesson HBOC, Inc.

1,397,000

45,926

214,031

TOTAL HEALTH

691,910

INDUSTRIAL MACHINERY & EQUIPMENT - 3.0%

Electrical Equipment - 1.8%

Emerson Electric Co.

1,560,900

113,751

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Electrical Equipment - continued

General Electric Co.

2,359,400

$ 116,938

W.W. Grainger, Inc.

289,000

10,567

241,256

Industrial Machinery & Equipment - 1.2%

Caterpillar, Inc.

1,038,700

40,834

Dover Corp.

634,000

25,954

Illinois Tool Works, Inc.

1,025,000

57,720

Ingersoll-Rand Co.

575,400

23,160

Pall Corp.

324,400

6,468

Parker-Hannifin Corp.

151,500

5,861

159,997

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

401,253

MEDIA & LEISURE - 4.5%

Broadcasting - 2.0%

AT&T Corp. - Liberty Media Group Class A (a)

9,800,800

132,923

Comcast Corp. Class A (special) (a)

2,746,300

105,561

E.W. Scripps Co. Class A

462,000

27,287

265,771

Entertainment - 0.5%

MGM Mirage, Inc.

401,800

11,502

News Corp. Ltd. ADR

1,057,900

36,894

Walt Disney Co.

728,900

21,093

69,489

Publishing - 1.4%

Dow Jones & Co., Inc.

37,400

2,115

Gannett Co., Inc.

1,861,500

99,823

McGraw-Hill Companies, Inc.

395,200

20,995

The New York Times Co. Class A

1,070,200

37,791

Tribune Co.

951,100

35,191

195,915

Restaurants - 0.6%

McDonald's Corp.

2,408,000

76,755

TOTAL MEDIA & LEISURE

607,930

Common Stocks - continued

Shares

Value (Note 1) (000s)

NONDURABLES - 6.5%

Beverages - 2.4%

Anheuser-Busch Companies, Inc.

2,733,400

$ 129,666

The Coca-Cola Co.

3,120,500

195,421

325,087

Foods - 0.7%

ConAgra Foods, Inc.

462,100

11,755

Kellogg Co.

568,900

14,009

Quaker Oats Co.

710,900

61,804

Wm. Wrigley Jr. Co.

96,100

8,727

96,295

Household Products - 1.8%

Colgate-Palmolive Co.

2,419,000

142,116

Gillette Co.

2,717,200

92,045

234,161

Tobacco - 1.6%

Philip Morris Companies, Inc.

5,506,900

210,295

UST, Inc.

303,900

7,218

217,513

TOTAL NONDURABLES

873,056

PRECIOUS METALS - 0.1%

Newmont Mining Corp.

470,800

7,356

RETAIL & WHOLESALE - 3.2%

Apparel Stores - 0.6%

Gap, Inc.

2,242,500

55,922

TJX Companies, Inc.

965,900

24,751

80,673

Drug Stores - 0.2%

Walgreen Co.

662,950

29,543

General Merchandise Stores - 1.8%

Costco Wholesale Corp. (a)

427,600

13,950

Federated Department Stores, Inc. (a)

490,735

14,967

Target Corp.

2,547,800

76,593

The May Department Stores Co.

1,290,500

36,215

Wal-Mart Stores, Inc.

1,747,200

91,182

232,907

Common Stocks - continued

Shares

Value (Note 1) (000s)

RETAIL & WHOLESALE - continued

Grocery Stores - 0.6%

Albertson's, Inc.

179,200

$ 4,581

Safeway, Inc. (a)

1,333,900

78,617

83,198

TOTAL RETAIL & WHOLESALE

426,321

SERVICES - 0.2%

Advertising - 0.1%

Omnicom Group, Inc.

229,600

18,052

Services - 0.1%

True North Communications

291,200

10,392

TOTAL SERVICES

28,444

TECHNOLOGY - 3.6%

Computer Services & Software - 1.2%

America Online, Inc. (a)

744,100

30,218

Microsoft Corp. (a)

1,769,900

101,548

Oracle Corp. (a)

1,048,200

27,777

159,543

Computers & Office Equipment - 1.9%

Dell Computer Corp. (a)

8,797,600

169,354

International Business Machines Corp.

670,800

62,720

Pitney Bowes, Inc.

212,700

6,182

SCI Systems, Inc. (a)

790,800

21,203

259,459

Electronics - 0.5%

Intel Corp.

417,400

15,887

Motorola, Inc.

1,281,200

25,704

National Semiconductor Corp. (a)

798,400

14,820

Texas Instruments, Inc.

283,500

10,578

66,989

TOTAL TECHNOLOGY

485,991

Common Stocks - continued

Shares

Value (Note 1) (000s)

TRANSPORTATION - 1.3%

Railroads - 1.2%

Burlington Northern Santa Fe Corp.

3,458,600

$ 87,546

Norfolk Southern Corp.

4,771,500

68,590

156,136

Trucking & Freight - 0.1%

United Parcel Service, Inc. Class B

220,900

13,406

TOTAL TRANSPORTATION

169,542

UTILITIES - 11.3%

Electric Utility - 3.0%

Allegheny Energy, Inc.

948,400

39,596

American Electric Power Co., Inc.

1,772,600

81,540

Constellation Energy Corp.

371,000

15,095

Dominion Resources, Inc.

561,600

33,696

Entergy Corp.

295,000

12,132

Exelon Corp.

339,600

22,499

FirstEnergy Corp.

336,300

9,921

GPU, Inc.

399,400

14,054

PPL Corp.

497,700

20,779

Reliant Energy, Inc.

608,400

23,880

SCANA Corp.

416,700

11,746

Southern Co.

2,896,600

91,424

Utilicorp United, Inc.

541,600

15,977

XCEL Energy, Inc.

465,700

12,690

405,029

Gas - 3.4%

Dynegy, Inc. Class A

5,758,156

254,798

El Paso Energy Corp.

1,184,600

71,150

Energen Corp.

280,800

8,020

Enron Corp.

941,100

60,936

KeySpan Corp.

1,573,900

60,005

NiSource, Inc.

254,800

6,545

461,454

Common Stocks - continued

Shares

Value (Note 1) (000s)

UTILITIES - continued

Telephone Services - 4.9%

BellSouth Corp.

9,325,000

$ 389,902

SBC Communications, Inc.

4,822,304

264,925

654,827

TOTAL UTILITIES

1,521,310

TOTAL COMMON STOCKS

(Cost $8,987,790)

10,751,064

Convertible Preferred Stocks - 2.6%

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.4%

Pharmacia Corp. $2.60 ACES

960,800

49,481

MEDIA & LEISURE - 0.4%

Publishing - 0.4%

Tribune Co. (America Online, Inc.) $3.14 PHONES

499,900

52,240

TRANSPORTATION - 1.1%

Railroads - 1.1%

Union Pacific Capital Trust $3.125

3,455,000

151,588

UTILITIES - 0.7%

Telephone Services - 0.7%

Qwest Trends Trust $2.40 (c)

1,413,400

89,574

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $339,194)

342,883

Convertible Bonds - 0.7%

Moody's Ratings (unaudited) (e)

Principal Amount (000s)

FINANCE - 0.1%

Securities Industry - 0.1%

E*Trade Group, Inc. 6% 2/1/07

B+

$ 22,080

12,365

HEALTH - 0.1%

Drugs & Pharmaceuticals - 0.1%

Allergan, Inc. 0% 11/1/20 (c)

Baa1

18,103

12,050

Convertible Bonds - continued

Moody's Ratings (unaudited) (e)

Principal Amount (000s)

Value (Note 1) (000s)

MEDIA & LEISURE - 0.4%

Broadcasting - 0.4%

Liberty Media Corp.:

3.75% 2/15/30

Baa3

$ 60,580

$ 36,121

4% 11/15/29

Baa3

21,140

15,194

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

Caa1

20,850

10,764

62,079

UTILITIES - 0.1%

Cellular - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10

B1

17,960

13,470

TOTAL CONVERTIBLE BONDS

(Cost $133,902)

99,964

U.S. Treasury Obligations - 0.2%

U.S. Treasury Bills, yield at date of purchase 6.16% to 6.27% 1/11/01 (d)
(Cost $26,309)

-

26,500

26,317

Cash Equivalents - 12.0%

Shares

Fidelity Cash Central Fund, 6.57% (b)

1,605,552,206

1,605,552

Fidelity Securities Lending Cash Central Fund, 6.63% (b)

386,970

387

TOTAL CASH EQUIVALENTS

(Cost $1,605,939)

1,605,939

TOTAL INVESTMENT PORTFOLIO - 95.7%

(Cost $11,093,134)

12,826,167

NET OTHER ASSETS - 4.3%

574,508

NET ASSETS - 100%

$ 13,400,675

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Gain/(Loss)
(000s)

Purchased

1,335 S&P 500 Stock Index Contracts

Dec. 2000

$ 441,051

$ (67,470)

The face value of futures purchased as a percentage of net assets - 3.3%

Security Type Abbreviations

ACES

-

Automatic Common Exchange Securities

PHONES

-

Participation Hybrid
Option Note
Exchangeable 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) 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 $101,624,000 or 0.8% of net assets.

(d) Securities or a portion of the security was pledged to cover margin require-
ments for futures contracts. At the period end, the value of securities pledged amounted to $26,317,000.

(e) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

Income Tax Information

At November 30, 2000, the aggregate
cost of investment securities for income
tax purposes was $11,123,405,000.
Net unrealized appreciation aggregated $1,702,762,000, of which $2,179,782,000 related to appreciated investment securities and $477,020,000 related to depreciated investment securities.

The fund hereby designates approximately $2,548,336,000 as a capital gain dividend for the purpose of the dividend paid deduction.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

November 30, 2000

Assets

Investment in securities, at value (cost $11,093,134) -
See accompanying schedule

$ 12,826,167

Receivable for investments sold

677,675

Receivable for fund shares sold

8,409

Dividends receivable

19,529

Interest receivable

9,954

Other receivables

1,175

Total assets

13,542,909

Liabilities

Payable for investments purchased

$ 106,404

Payable for fund shares redeemed

23,464

Accrued management fee

5,480

Payable for daily variation on futures contracts

4,606

Other payables and accrued expenses

1,893

Collateral on securities loaned, at value

387

Total liabilities

142,234

Net Assets

$ 13,400,675

Net Assets consist of:

Paid in capital

$ 8,603,429

Undistributed net investment income

46,194

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

3,085,487

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

1,665,565

Net Assets, for 487,482 shares outstanding

$ 13,400,675

Net Asset Value, offering price and redemption price
per share ($13,400,675
÷ 487,482 shares)

$27.49

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended November 30, 2000

Investment Income

Dividends

$ 208,573

Interest

94,609

Security lending

317

Total income

303,499

Expenses

Management fee

$ 68,590

Transfer agent fees

26,158

Accounting and security lending fees

1,051

Non-interested trustees' compensation

61

Custodian fees and expenses

199

Registration fees

142

Audit

107

Legal

73

Miscellaneous

62

Total expenses before reductions

96,443

Expense reductions

(5,635)

90,808

Net investment income

212,691

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

3,146,627

Foreign currency transactions

(209)

Futures contracts

(4,640)

3,141,778

Change in net unrealized appreciation (depreciation) on:

Investment securities

(2,911,466)

Assets and liabilities in foreign currencies

66

Futures contracts

(67,470)

(2,978,870)

Net gain (loss)

162,908

Net increase (decrease) in net assets resulting
from operations

$ 375,599

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Year ended
November 30,
2000

Year ended
November 30,
1999

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 212,691

$ 230,896

Net realized gain (loss)

3,141,778

2,267,903

Change in net unrealized appreciation (depreciation)

(2,978,870)

(961,891)

Net increase (decrease) in net assets resulting
from operations

375,599

1,536,908

Distributions to shareholders
From net investment income

(213,600)

(219,010)

From net realized gain

(1,967,790)

(1,468,602)

Total distributions

(2,181,390)

(1,687,612)

Share transactions
Net proceeds from sales of shares

1,249,109

2,373,789

Reinvestment of distributions

2,061,105

1,600,445

Cost of shares redeemed

(6,288,121)

(4,245,510)

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

(2,977,907)

(271,276)

Total increase (decrease) in net assets

(4,783,698)

(421,980)

Net Assets

Beginning of period

18,184,373

18,606,353

End of period (including undistributed net investment income of $46,194 and $46,151, respectively)

$ 13,400,675

$ 18,184,373

Other Information

Shares

Sold

46,215

77,468

Issued in reinvestment of distributions

77,251

54,952

Redeemed

(235,369)

(138,453)

Net increase (decrease)

(111,903)

(6,033)

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

Annual Report

Financial Highlights

Years ended November 30,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value,
beginning of period

$ 30.34

$ 30.73

$ 28.81

$ 25.17

$ 21.53

Income from
Investment Operations

Net investment income

.40 B

.37 B

.35 B

.42 B

.48

Net realized and
unrealized gain (loss)

.50

2.01

4.84

4.87

4.23

Total from investment operations

.90

2.38

5.19

5.29

4.71

Less Distributions

From net investment income

(.40)

(.35)

(.33)

(.49)

(.43)

From net realized gain

(3.35)

(2.42)

(2.94)

(1.16)

(.64)

Total distributions

(3.75)

(2.77)

(3.27)

(1.65)

(1.07)

Net asset value, end of period

$ 27.49

$ 30.34

$ 30.73

$ 28.81

$ 25.17

Total Return A

3.50%

8.25%

20.05%

22.30%

22.75%

Ratios and Supplemental Data

Net assets, end of period
(in millions)

$ 13,401

$ 18,184

$ 18,606

$ 16,650

$ 15,596

Ratio of expenses to
average net assets

.67%

.66%

.68%

.70%

.73%

Ratio of expenses to average net assets after expense reductions

.63% C

.64% C

.66% C

.68% C

.72% C

Ratio of net investment income
to average net assets

1.47%

1.19%

1.20%

1.58%

2.13%

Portfolio turnover rate

151%

71%

62%

77%

46%

A The total returns would have been lower had certain expenses not been reduced during the periods shown.

B Net investment income per share has been calculated based on average shares outstanding during the period.

C FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the fund's expenses.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2000

1. Significant Accounting Policies.

Fidelity Equity Income II Fund (the fund) is a fund of Fidelity Financial 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, as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with generally accepted accounting principles which 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. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. 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. Securities (including restricted securities) for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency Translation. The accounting records of the fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Annual Report

Notes to Financial Statements - 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 substantially all of its taxable income for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

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

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned 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, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, futures transactions, foreign currency transactions, non-taxable dividends and losses deferred due to wash sales. The fund also utilized earnings and profits distributed to shareholders on redemption of shares as a part of the dividends paid deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

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

Annual Report

Notes to Financial Statements - continued

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

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. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the schedule of investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments 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.

Restricted Securities. The fund is permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. At the end of the period, the fund had no investments in restricted securities (excluding 144A issues).

Annual Report

Notes to Financial Statements - continued

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $19,695,272,000 and $25,682,748,000, respectively.

The market value of futures contracts opened and closed during the period amounted to $1,660,910,000 and $1,147,749,000, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. As the fund's investment adviser, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .2167% to .5200% for the period. The annual individual fund fee rate is .20%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, the management fee was equivalent to an annual rate of .48% of average net assets.

Sub-Adviser Fee. Beginning January 1, 2001, FMR Co.(FMRC) will serve as sub-adviser for the fund. FMRC is a wholly owned subsidiary of FMR and will receive a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the fund's assets that will be managed by FMRC.

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 annual rate of .18% 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.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Fidelity Cash Central Funds. Pursuant to an Exemptive Order issued by the SEC, the fund may invest in the Fidelity Cash Central Fund and the Fidelity Securities Lending Cash Central Fund (the Cash Funds) managed by Fidelity Investments Money Management, Inc., an affiliate of FMR. The Cash Funds are open-end money market funds available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Funds seek preservation of capital, liquidity, and current income and do not pay a management fee. Income distributions from the Cash Funds are declared daily and paid monthly from net investment income. Income distributions earned by the fund are recorded as either interest income or security lending income in the accompanying financial statements.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms were $1,438,000 for the period.

5. 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, the fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. At period end, the value of the securities loaned amounted to $369,000. The fund received cash collateral of $387,000 which was invested in cash equivalents.

6. Expense Reductions.

FMR has directed certain portfolio trades to brokers who paid a portion of the fund's expenses. For the period, the fund's expenses were reduced by $5,080,000 under this arrangement.

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 a portion of the fund's expenses. During the period, the fund's custodian and transfer agent fees were reduced by $10,000 and $545,000, respectively, under these arrangements.

Annual Report

Report of Independent Accountants

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Equity Income II:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Equity Income II Fund (a fund of Fidelity Financial Trust) at November 30, 2000, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Equity Income II Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2000 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts

January 8, 2001

Annual Report

Distributions

The Board of Trustees of Fidelity Equity Income II Fund voted to pay to shareholders of record at the opening of business on record date, the following, distributions per share dervived from capital gains realized from sales of portfolio securities and dividends of derived from net investment income.

Pay Date

Record Date

Dividends

Capital Gains

12/26/00

12/22/00

$.12

$4.93

1/8/01

1/5/01

-

$.15

The fund hereby designates 100% of the long-term capital gain dividends distributed during the fiscal year as 20%-rate capital gain dividends.

A total of 8.36% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

A total of 98% of the dividends distributed during the fiscal year qualifies for the dividends-received deduction for corporate shareholders.

The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns.

Annual 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.

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Officers

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Stephen DuFour, Vice President

Richard A. Spillane, Jr., Vice President

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

John H. Costello, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

Donald J. Kirk *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

William S. Stavropoulos

* Independent trustees

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Chase Manhattan Bank, N.A.

New York, NY

Fidelity's Growth and Income Funds

Balanced Fund

Convertible Securities Fund

Equity-Income Fund

Equity-Income II Fund

Fidelity ® Fund

Global Balanced Fund

Growth & Income Portfolio

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

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

EII-ANN-0101

122076

1.539196.103

Annual Report

Fidelity®

Independence

Fund

(formerly Fidelity Retirement Growth Fund)

Annual Report

November 30, 2000

(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>

Footnotes to the financial statements.

Report of Independent Accountants

<Click Here>

The auditors' opinion.

Distributions

<Click Here>

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.

Annual Report

President's Message

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

For the first time since 1990, the taxable bond market, as measured by the Lehman Brothers Aggregate Bond Index, appeared nearly certain to outperform the U.S. stock market, as measured by the S&P 500®. The former was up nearly 10% year to date through November, while the S&P 500 was down by approximately the same amount. Disappointing corporate earnings and uncertainty concerning a president-elect toppled the stock market late in the period.

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

Annual 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 November 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity Independence

17.02%

150.07%

516.67%

S&P 500 ®

-4.22%

135.29%

411.40%

Capital Appreciation Funds Average

-0.59%

107.59%

357.41%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, 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 one year average represents a peer group of 302 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created new comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page 5 of this report.(dagger)

Average Annual Total Returns

Periods ended November 30, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity Independence

17.02%

20.12%

19.95%

S&P 500

-4.22%

18.66%

17.72%

Capital Appreciation Funds Average

-0.59%

14.18%

14.85%

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.)

Annual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Independence Fund on November 30, 1990. As the chart shows, by November 30, 2000, the value of the investment would have grown to $61,667 - a 516.67% 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 $51,140 - a 411.40% 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 growth 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 November 30, 2000, the one year, five year, and 10 year cumulative and average annual total returns for the large-cap growth funds average were -5.59%, 131.41%, and 402.93%,respectively; and -5.59%, 17.95%, and 17.29%, respectively. The one year, five year, and 10 year cumulative and average annual total returns for the large-cap supergroup average were -2.87%, 118.35%, and 364.17%, respectively; and -2.87%, 16.64%, and 16.34%, respectively.

Annual Report

Fund Talk: The Manager's Overview

Market Recap

After a promising beginning, U.S. equity markets were hammered by a convergence of adverse conditions during the remainder of the 12-month period ending November 30, 2000. The tech-heavy NASDAQ Composite Index was particularly hard hit. After successfully weathering the Federal Reserve Board's campaign to calm surging economic growth, the technology sector's grip on market leadership finally weakened in mid-March, when analysts warned that valuations were overinflated. Then, in May, the markets were rocked by a 0.50% Fed interest-rate hike, and signs soon emerged that clearly indicated a slowdown ahead. Escalating oil prices put additional strain on corporate profits, and disappointing earnings announcements began to pile up. Any hopes for a late season rally were broadsided by the uncertainty stemming from the presidential election in November. The resulting anxiety weighed the markets down to their lowest point of the year. For the overall period, the Standard & Poor's 500SM Index fell 4.22%, the Dow Jones Industrial Average sank 2.77% and the NASDAQ plunged 21.99%. Investors should keep in mind, however, that the last two times the NASDAQ had negative calendar year returns, in 1990 and 1994, the index responded with gains of 59.01% and 41.40% in 1991 and 1995, respectively. Of course, past performance is no guarantee of future results.

(Portfolio Manager photograph)
An interview with Fergus Shiel, Portfolio Manager of Fidelity Independence Fund

Q. How did the fund perform, Fergus?

A. Very well. For the 12 months that ended November 30, 2000, the fund returned 17.02%. In comparison, the Standard & Poor's 500 Index and the capital appreciation funds average tracked by Lipper Inc. returned -4.22% and -0.59%, respectively.

Q. What factors helped the fund outperform both its index and peer group during the period?

A. Good stock selection within the technology and nondurables sectors - two areas where the fund was significantly overweighted - fueled the majority of our performance relative to the index and peer group. Within the technology sector, the fund's emphasis on selected stocks of emerging networking, data storage and wireless equipment manufacturers was particularly beneficial, with some delivering triple-digit returns. Specifically, holdings in several strong-performing technology stocks not included in the index, such as Brocade Communications, Juniper Networks and BEA Systems, boosted perform-ance. Additionally, underweighting several poor-performing stocks included in the index, such as Microsoft and Lucent, neither of which the fund owned at period end, also helped. Turning to nondurables, our significant positions in Philip Morris and RJ Reynolds, both of which soared in the second half of the period, enhanced returns after a long period of underperformance. The fund got an additional boost from my decision to remain underweighted in telephone utilities stocks, a sector that generally was hurt by depleted pricing power.

Annual Report

Fund Talk: The Manager's Overview - continued

Q. The fund's technology weighting declined to 29.5% at the end of November, from 61.1% six months ago. Can you explain your strategy?

A. I reduced our exposure when it became clear that growth rates for some technology subsectors would be lowered as a result of the slowing economy. Declining sales for personal computers and wireless handsets and an oversupply of semiconductors in the market weakened the growth prospects for several companies, such as Micron Tech-
nology and Nortel Networks, both of which were sold off entirely. Although I believed that technology still offered the potential for long-term growth and I held onto several leading companies in cutting-edge industries, I took profits in the slowing subsectors and reallocated those assets to other areas that offered more attractive risk/reward potential given the economic slowdown at hand.

Q. Specifically, where did you redeploy those assets?

A. I found growth opportunities in a selected group of companies in a number of areas that were less susceptible to an economic slowdown, such as the financial, nondurables and health sectors, which benefited the fund. In the finance sector, I added new positions in government-sponsored enterprises, such as Fannie Mae and Freddie Mac, and insurance companies, such as American International Group, all of which offered stable growth prospects. At the same time, I generally avoided bank stocks because the slowing economy increased credit risk at these institutions. I couldn't ignore the positive fundamentals of tobacco stocks, such as RJ Reynolds and Philip Morris, given their double-digit dividend yields, stock repurchase plans and free cash flow generation. In the health sector, I opportunistically added to our holdings in pharmaceuticals and biotechnology as the period progressed.

Q. What specific stocks performed well?

A. Brocade Communications, which makes computer storage networking equipment and was the fund's top performer, rose sharply on better-than-expected earnings. Shares of Philip Morris, owner of Kraft Foods, performed well, partly due to positive sentiment surrounding its acquisition of Nabisco Holdings, as well as investors' perception that tobacco legislation might be less onerous going forward.

Q. What stocks disappointed?

A. Shares of Internet security provider VeriSign, which benefits from the registration of existing domain names ending in .com, .org and .net, suffered from a decision by the Internet Corporation for Assigned Names and Numbers to add seven more domain names in 2001 - a move expected to increase competition for the company. Global satellite television provider EchoStar, a significant competitor to cable TV, suffered from weakness in the emerging telecommunications/media industry.

Q. What's your outlook?

A. I expect the market volatility we've seen during the past six months to continue, as various equity sectors vie for market leadership. Given this investment climate, I think it will be difficult to outperform the S&P 500 index by simply owning a majority of technology stocks. Rather, I believe it will take a balanced mix of growth stocks of companies with strong fundamentals and consistent earnings growth across a variety of sectors to outperform the benchmark.

Annual Report

Fund Talk: The Manager's Overview - continued

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 provide capital appreciation

Fund number: 073

Trading symbol: FDFFX

Start date: March 25, 1983

Size: as of November 30, 2000, more than $7.9 billion

Manager: J. Fergus Shiel, since 1996; manager, Fidelity Advisor Dynamic Capital Appreciation Fund, since 1998; Fidelity Trend Fund, 1995-1996; Fidelity Dividend Growth Fund, 1994-1995; several Fidelity Select Portfolios, 1991-1993; joined Fidelity in 1989

3

Fergus Shiel on sector rotation in the equity markets:

"During 2000, we saw several dramatic shifts in the equity markets, as various sectors came in and out of favor for various reasons, including interest-rate movements, a slowing economy, currency fluctuations and weakened profits, to name a few. I believe much of the sector rotation also was driven by the fickleness of individual investors, who - through day trading, retirement plans and other vehicles - directed a large percentage of money into various sectors of the stock market on a daily basis. This continuous flow of investment capital drove a lot of individual stock performance and was directed in large part by the ongoing mood changes toward risk and reward that investors harbored at any given time.

"Looking ahead to the next six months, I expect the volatile investment environment to continue as investors reassess their risk/reward perceptions toward various sectors and reallocate their portfolios accordingly. With continued sector rotation and the increasing competition for leadership within the equity markets, there could be dramatic short-term swings in prices. At the same time, these dramatic but brief sector rotations, because of their frequency and short duration, may not have much impact on the direction of the popular equity benchmarks over the course of a longer, 12-month period. Given a rapidly changing market climate such as this, I believe careful, active stock selection will be paramount for equity fund managers looking to stay ahead of sector rotation shifts in the market. It will be a time to be nimble."

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

Philip Morris Companies, Inc.

10.8

4.0

General Electric Co.

6.0

4.0

Nokia AB sponsored ADR

5.2

4.3

RJ Reynolds Tobacco Holdings, Inc.

5.1

3.8

Immunex Corp.

4.4

4.2

EchoStar Communications Corp. Class A

3.4

2.5

Juniper Networks, Inc.

2.8

3.2

Brocade Communications Systems, Inc.

2.8

4.5

BEA Systems, Inc.

2.8

1.7

Ciena Corp.

2.7

0.0

46.0

Top Five Market Sectors as of November 30, 2000

% of fund's
net assets

% of fund's net assets
6 months ago

Technology

29.5

61.1

Nondurables

18.9

8.1

Health

14.5

5.9

Finance

12.8

0.5

Industrial Machinery & Equipment

7.7

4.9

Asset Allocation (% of fund's net assets)

As of November 30, 2000 *

As of May 31, 2000 **

Stocks 99.2%

Stocks 97.6%

Short-Term
Investments and
Net Other Assets 0.8%

Short-Term
Investments and
Net Other Assets 2.4%

* Foreign
investments

8.9%

** Foreign investments

10.1%



Annual Report

Investments November 30, 2000

Showing Percentage of Net Assets

Common Stocks - 99.2%

Shares

Value (Note 1) (000s)

AEROSPACE & DEFENSE - 1.6%

Northrop Grumman Corp.

875,900

$ 73,849

United Technologies Corp.

750,000

53,109

TOTAL AEROSPACE & DEFENSE

126,958

BASIC INDUSTRIES - 0.1%

Iron & Steel - 0.1%

Bethlehem Steel Corp. (a)

3,595,300

8,089

DURABLES - 0.5%

Consumer Electronics - 0.5%

Gemstar-TV Guide International, Inc. (a)

860,800

35,024

ENERGY - 1.7%

Energy Services - 1.7%

Baker Hughes, Inc.

50,100

1,656

ENSCO International, Inc.

1,836,500

44,650

Global Marine, Inc. (a)

4,000,000

87,750

134,056

FINANCE - 12.8%

Banks - 0.5%

Bank of Ireland, Inc.

600,119

4,947

Mellon Financial Corp.

262,600

12,309

PNC Financial Services Group, Inc.

290,600

19,325

36,581

Credit & Other Finance - 2.9%

American Express Co.

497,600

27,337

Associates First Capital Corp. Class A

1,234,700

43,600

Citigroup, Inc.

3,150,000

156,909

227,846

Federal Sponsored Credit - 2.6%

Fannie Mae

1,518,700

119,977

Freddie Mac

1,429,200

86,377

206,354

Insurance - 1.7%

American International Group, Inc.

624,300

60,518

Marsh & McLennan Companies, Inc.

286,200

32,949

The Chubb Corp.

242,500

19,764

XL Capital Ltd. Class A

318,940

25,455

138,686

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCE - continued

Securities Industry - 5.1%

Charles Schwab Corp.

4,658,500

$ 128,982

Goldman Sachs Group, Inc.

300,000

24,638

Lehman Brothers Holdings, Inc.

813,400

40,314

Merrill Lynch & Co., Inc.

2,030,000

117,486

Morgan Stanley Dean Witter & Co.

1,487,100

94,245

405,665

TOTAL FINANCE

1,015,132

HEALTH - 14.5%

Drugs & Pharmaceuticals - 13.4%

Alkermes, Inc. (a)

121,900

3,642

American Home Products Corp.

800,000

48,100

Bristol-Myers Squibb Co.

1,373,600

95,208

Elan Corp. PLC sponsored ADR (a)

550,000

29,666

Eli Lilly & Co.

450,000

42,159

Human Genome Sciences, Inc. (a)

889,800

55,334

Immunex Corp. (a)

9,390,200

349,198

Medarex, Inc. (a)

902,800

32,727

Medimmune, Inc. (a)

2,020,000

107,439

Merck & Co., Inc.

1,360,700

126,120

Millennium Pharmaceuticals, Inc. (a)

1,765,700

85,747

Pfizer, Inc.

700,000

31,019

Schering-Plough Corp.

925,000

51,858

1,058,217

Medical Equipment & Supplies - 0.5%

Cardinal Health, Inc.

300,000

29,981

McKesson HBOC, Inc.

275,900

9,070

MiniMed, Inc. (a)

15,300

910

39,961

Medical Facilities Management - 0.6%

HCA - The Healthcare Co.

525,500

21,775

Health Management Associates, Inc. Class A (a)

250,000

5,328

Tenet Healthcare Corp.

547,300

23,294

50,397

TOTAL HEALTH

1,148,575

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIAL MACHINERY & EQUIPMENT - 7.7%

Electrical Equipment - 7.7%

Alcatel SA sponsored ADR

1,400,000

$ 70,700

General Electric Co.

9,640,000

477,783

Scientific-Atlanta, Inc.

1,600,000

64,600

613,083

MEDIA & LEISURE - 4.1%

Broadcasting - 3.4%

EchoStar Communications Corp. Class A (a)

9,279,600

270,848

Entertainment - 0.2%

Mandalay Resort Group (a)

610,000

12,162

MGM Mirage, Inc.

94,100

2,694

14,856

Lodging & Gaming - 0.2%

Jurys Doyle Hotel Group PLC (United Kingdom)

2,083,028

15,454

Publishing - 0.3%

Independent Newspapers PLC (United Kingdom)

9,768,692

26,048

TOTAL MEDIA & LEISURE

327,206

NONDURABLES - 18.9%

Agriculture - 0.3%

IAWS Group PLC (Ireland)

4,048,175

25,956

Beverages - 0.1%

The Coca-Cola Co.

100,000

6,263

Foods - 1.6%

Campbell Soup Co.

629,800

21,020

ConAgra Foods, Inc.

700,000

17,806

General Mills, Inc.

500,000

20,563

H.J. Heinz Co.

648,200

29,574

Kellogg Co.

635,880

15,659

PepsiCo, Inc.

100,000

4,538

Quaker Oats Co.

100,000

8,694

Sysco Corp.

150,000

8,288

126,142

Household Products - 0.2%

Avon Products, Inc.

100,000

4,163

Clorox Co.

100,000

4,469

Colgate-Palmolive Co.

100,000

5,875

14,507

Common Stocks - continued

Shares

Value (Note 1) (000s)

NONDURABLES - continued

Tobacco - 16.7%

Philip Morris Companies, Inc.

22,400,000

$ 855,400

RJ Reynolds Tobacco Holdings, Inc. (c)

10,338,500

407,078

UST, Inc.

2,531,500

60,123

1,322,601

TOTAL NONDURABLES

1,495,469

RETAIL & WHOLESALE - 5.3%

Apparel Stores - 0.2%

AnnTaylor Stores Corp. (a)

761,800

15,807

Drug Stores - 1.5%

Walgreen Co.

2,674,500

119,182

General Merchandise Stores - 0.6%

Arnotts PLC (c)

1,667,488

9,601

Kohls Corp. (a)

784,600

42,025

51,626

Grocery Stores - 1.9%

Safeway, Inc. (a)

2,522,000

148,640

Retail & Wholesale, Miscellaneous - 1.1%

Bed Bath & Beyond, Inc. (a)

1,159,700

24,136

Staples, Inc. (a)

5,100,000

61,200

85,336

TOTAL RETAIL & WHOLESALE

420,591

SERVICES - 0.4%

Ecolab, Inc.

750,000

32,578

Employee Solutions, Inc. (a)

4,066

1

Per-Se Technologies, Inc. warrants 7/8/03 (a)

52,343

0

TOTAL SERVICES

32,579

TECHNOLOGY - 29.5%

Communications Equipment - 8.8%

Ciena Corp. (a)

2,790,900

211,934

Corning, Inc.

1,250,000

73,125

Nokia AB sponsored ADR

9,550,000

408,263

693,322

Common Stocks - continued

Shares

Value (Note 1) (000s)

TECHNOLOGY - continued

Computer Services & Software - 10.4%

Affiliated Computer Services, Inc. Class A (a)

143,100

$ 8,049

BEA Systems, Inc. (a)

3,718,600

217,771

Check Point Software Technologies Ltd. (a)

600,300

61,606

Critical Path, Inc. (a)

531,700

11,232

Inktomi Corp. (a)

2,023,600

52,740

Internap Network Services Corp.

1,986,200

21,848

Keynote Systems, Inc.

1,290,000

23,543

Nuance Communications, Inc.

5,000

153

Openwave Systems, Inc. (a)

895,848

40,873

PeopleSoft, Inc. (a)

2,379,800

79,128

Redback Networks, Inc. (a)

1,234,800

86,204

VeriSign, Inc. (a)

1,216,495

105,455

VERITAS Software Corp. (a)

674,200

65,777

Vignette Corp. (a)

3,200,026

50,400

824,779

Computers & Office Equipment - 6.7%

Brocade Communications Systems, Inc. (a)

1,320,000

221,678

Extended Systems, Inc. (a)(c)

525,300

10,243

Juniper Networks, Inc. (a)

1,795,000

223,702

Network Appliance, Inc. (a)

1,410,000

69,619

Palm, Inc.

128,300

4,643

529,885

Electronic Instruments - 1.4%

Agilent Technologies, Inc.

574,300

29,971

Applera Corp. - Applied Biosystems Group

538,400

44,485

PerkinElmer, Inc.

428,000

38,119

112,575

Electronics - 2.2%

RF Micro Devices, Inc. (a)

518,700

9,855

Texas Instruments, Inc.

4,453,700

166,179

176,034

TOTAL TECHNOLOGY

2,336,595

TRANSPORTATION - 0.6%

Air Transportation - 0.5%

Ryanair Holdings PLC sponsored ADR (a)

756,300

36,681

Common Stocks - continued

Shares

Value (Note 1) (000s)

TRANSPORTATION - continued

Shipping - 0.1%

Irish Continental Group PLC (c)

2,855,200

$ 12,703

TOTAL TRANSPORTATION

49,384

UTILITIES - 1.5%

Telephone Services - 1.5%

Asia Global Crossing Ltd. Class A

108,700

489

BellSouth Corp.

591,000

24,711

Level 3 Communications, Inc. (a)

861,800

23,161

McLeodUSA, Inc. Class A (a)

1,492,900

20,247

SBC Communications, Inc.

844,400

46,389

114,997

TOTAL COMMON STOCKS

(Cost $7,247,578)

7,857,738

Convertible Preferred Stocks - 0.0%

TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (a)(d)
(Cost $714)

41,400

714

Cash Equivalents - 3.0%

Fidelity Cash Central Fund, 6.57% (b)

192,304,468

192,304

Fidelity Securities Lending Cash Central Fund, 6.63% (b)

47,838,200

47,838

TOTAL CASH EQUIVALENTS

(Cost $240,142)

240,142

TOTAL INVESTMENT PORTFOLIO - 102.2%

(Cost $7,488,434)

8,098,594

NET OTHER ASSETS - (2.2)%

(177,528)

NET ASSETS - 100%

$ 7,921,066

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) Affiliated company

(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

$ 714

Income Tax Information

At November 30, 2000, the aggregate cost of investment securities for income tax purposes was $7,637,780,000. Net unrealized appreciation aggregated $460,814,000, of which $1,571,463,000 related to appreciated investment securities and $1,110,649,000 related to depreciated investment securities.

The fund hereby designates approximately $347,867,000 as a capital gain dividend for the purpose of the dividend paid deduction.

The fund intends to elect to defer to its fiscal year ending November 30, 2001 approximately $97,661,000 of losses recognized during the period November 1, 2000 to November 30, 2000.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

November 30, 2000

Assets

Investment in securities, at value (cost $7,488,434) -
See accompanying schedule

$ 8,098,594

Receivable for investments sold

175,671

Receivable for fund shares sold

9,250

Dividends receivable

2,634

Interest receivable

1,001

Other receivables

471

Total assets

8,287,621

Liabilities

Payable for investments purchased

$ 293,796

Payable for fund shares redeemed

17,964

Accrued management fee

5,196

Other payables and accrued expenses

1,761

Collateral on securities loaned, at value

47,838

Total liabilities

366,555

Net Assets

$ 7,921,066

Net Assets consist of:

Paid in capital

$ 5,976,245

Undistributed net investment income

15,430

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

1,319,283

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

610,108

Net Assets, for 323,830 shares outstanding

$ 7,921,066

Net Asset Value, offering price and redemption price
per share ($7,921,066
÷ 323,830 shares)

$24.46

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended November 30, 2000

Investment Income

Dividends (including $30,422 received from
affiliated issuers)

$ 69,017

Interest

17,409

Security lending

2,417

Total income

88,843

Expenses

Management fee
Basic fee

$ 48,897

Performance adjustment

10,693

Transfer agent fees

12,950

Accounting fees and expenses

844

Non-interested trustees' compensation

73

Custodian fees and expenses

251

Registration fees

784

Audit

63

Legal

38

Interest

12

Miscellaneous

22

Total expenses before reductions

74,627

Expense reductions

(2,199)

72,428

Net investment income

16,415

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized loss of $680
on sales of investments in affiliated issuers)

1,339,984

Foreign currency transactions

(121)

1,339,863

Change in net unrealized appreciation (depreciation) on:

Investment securities

(571,477)

Assets and liabilities in foreign currencies

(35)

(571,512)

Net gain (loss)

768,351

Net increase (decrease) in net assets resulting
from operations

$ 784,766

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Year ended
November 30,
2000

Year ended
November 30,
1999

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 16,415

$ 13,439

Net realized gain (loss)

1,339,863

936,934

Change in net unrealized appreciation (depreciation)

(571,512)

342,388

Net increase (decrease) in net assets resulting
from operations

784,766

1,292,761

Distributions to shareholders
From net investment income

(12,436)

(30,323)

From net realized gain

(797,700)

(608,308)

Total distributions

(810,136)

(638,631)

Share transactions
Net proceeds from sales of shares

4,014,225

1,103,365

Reinvestment of distributions

805,573

637,147

Cost of shares redeemed

(2,785,216)

(1,127,071)

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

2,034,582

613,441

Total increase (decrease) in net assets

2,009,212

1,267,571

Net Assets

Beginning of period

5,911,854

4,644,283

End of period (including undistributed net investment income of $15,430 and $12,717, respectively)

$ 7,921,066

$ 5,911,854

Other Information

Shares

Sold

141,758

51,144

Issued in reinvestment of distributions

34,512

32,238

Redeemed

(100,649)

(52,173)

Net increase (decrease)

75,621

31,209

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

Annual Report

Financial Highlights

Years ended November 30,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value,
beginning of period

$ 23.82

$ 21.40

$ 20.47

$ 20.04

$ 19.50

Income from
Investment Operations

Net investment income

.05 B

.05 B

.13 B, D

.13 B

.26

Net realized and
unrealized gain (loss)

3.83

5.25

4.34

2.61

2.14

Total from
investment operations

3.88

5.30

4.47

2.74

2.40

Less Distributions

From net investment income

(.05)

(.14)

(.13)

(.26)

(.34)

From net realized gain

(3.19)

(2.74)

(3.41)

(2.05)

(1.52)

Total distributions

(3.24)

(2.88)

(3.54)

(2.31)

(1.86)

Net asset value, end of period

$ 24.46

$ 23.82

$ 21.40

$ 20.47

$ 20.04

Total Return A

17.02%

27.93%

27.16%

15.78%

13.45%

Ratios and Supplemental Data

Net assets, end of period
(in millions)

$ 7,921

$ 5,912

$ 4,644

$ 4,014

$ 4,205

Ratio of expenses to
average net assets

.88%

.63%

.62%

.64%

.74%

Ratio of expenses to average net assets after expense reductions

.85% C

.58% C

.57% C

.59% C

.70% C

Ratio of net investment income to average net assets

.19%

.25%

.68%

.66%

1.26%

Portfolio turnover rate

249%

310%

266%

205%

230%

A The total returns would have been lower had certain expenses not been reduced during the periods shown.

B Net investment income per share has been calculated based on average shares outstanding during the period.

C FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the fund's expenses.

D Investment income per share reflects a special dividend which amounted to $0.03 per share.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2000

1. Significant Accounting Policies.

Fidelity Retirement Growth Fund (the fund) is a fund of Fidelity Financial 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 , as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. On December 14, 2000, the Board of Trustees approved a change in the name of Fidelity Retirement Growth Fund to Fidelity Independence Fund effective on or about January 27, 2001. The following summarizes the significant accounting policies of the fund:

Security Valuation. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. 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. Securities (including restricted securities) for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency Translation. The accounting records of the fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Annual Report

Notes to Financial Statements - 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 substantially all of its taxable income for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income 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, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, foreign currency transactions, and losses deferred due to wash sales and excise tax regulations. The fund also utilized earnings and profits distributed to shareholders on redemption of shares as a part of the dividends paid deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

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

Annual Report

Notes to Financial Statements - continued

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

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.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the fund to borrow from, or lend money to, other participating funds.

Restricted Securities. The fund is permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. At the end of the period, restricted securities (excluding 144A issues) amounted to $714,000 or 0% of net assets. Information regarding restricted securities is included under the caption "Other Information" at the end of the fund's schedule of investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $21,772,398,000 and $20,356,401,000, respectively.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates.

Management Fee. As the fund's investment adviser, FMR receives a monthly basic fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .2167% to .5200% for the period. The annual individual fund fee rate is .30%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. The basic fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over the performance period) based on the fund's investment performance as compared to the appropriate index over a specified period of time. For the period, the management fee was equivalent to an annual rate of .70% of average net assets after the performance adjustment.

Sub-Adviser Fee. Beginning January 1, 2001, FMR Co.(FMRC) will serve as sub-
adviser for the fund. FMRC is a wholly owned subsidiary of FMR and will receive a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the fund's assets that will be managed by FMRC.

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 annual rate of .15% 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.

Fidelity Cash Central Funds. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund may invest in the Fidelity Cash Central Fund and the Fidelity Securities Lending Cash Central Fund (the Cash Funds) managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of Fidelity Management & Research Company (FMR). The Cash Funds are open-end money market funds available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Funds seek preservation of capital, liquidity, and current income and do not pay a management fee. Income distributions from the Cash Funds are declared daily and paid monthly from net investment income. Income distributions earned by the fund are recorded as either interest income or security lending income in the accompanying financial statements.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms were $593,000 for the period.

5. Interfund Lending Program.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $18,354,000. The weighted average interest rate was 5.65%.

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, the fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. At period end, the value of the securities loaned amounted to $48,084,000. The fund received cash collateral of $47,838,000 which was invested in cash equivalents.

7. Expense Reductions.

FMR has directed certain portfolio trades to brokers who paid a portion of the fund's expenses. For the period, the fund's expenses were reduced by $1,835,000 under this arrangement.

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 a portion of the fund's expenses. During the period, the fund's custodian and transfer agent fees were reduced by $63,000, and $301,000, respectively, under these arrangements

Annual Report

Notes to Financial Statements - continued

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

Arnotts PLC

$ -

$ -

$ 378

$ 9,601

Bethlehem Steel Corp.

172

2,182

-

-

Extended Systems, Inc.

-

-

-

10,243

Irish Continental Group PLC

7,154

-

298

12,703

RJ Reynolds Tobacco Holdings, Inc.

32,051

-

29,746

407,078

TOTALS

$ 39,377

$ 2,182

$ 30,422

$ 439,625

Annual Report

Report of Independent Accountants

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Retirement Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Retirement Growth Fund (a fund of Fidelity Financial Trust) at November 30, 2000, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Retirement Growth Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2000 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts

January 8, 2001

Annual Report

Distributions

The Board of Trustees of Fidelity Retirement Growth Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

Pay Date

Record Date

Dividends

Capital Gains

12/26/00

12/22/00

$.08

$4.05

01/08/01

01/05/01

-

$.06

The fund hereby designates 100% of the long-term capital gain dividends distributed during the fiscal year as 20%-rate capital gain dividends.

A total of 7% of the dividends distributed during the fiscal year qualifies for the dividends-received deduction for corporate shareholders.

The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns.

Annual 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.

Annual Report

To Visit Fidelity

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

Arizona

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

10100 Santa Monica Blvd.
Los Angeles, 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

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, 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

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
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 Franklin 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

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

Annual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

700 West 47th Street
Kansas City, MO

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

999 Walt Whitman Road
Melville, L.I., NY

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, 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

1155 Dairy Ashford Street
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

511 Pine Street
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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Officers

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Abigail P. Johnson, Vice President

J. Fergus Shiel, Vice President

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

John H. Costello, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

Donald J. Kirk *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

William S. Stavropoulos

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

* Independent trustees

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Fidelity's Growth Funds

Aggressive Growth Fund

Blue Chip Growth Fund

Capital Appreciation Fund

Contrafund®

Contrafund® II

Disciplined Equity Fund

Dividend Growth Fund

Export and Multinational Fund

Fidelity Fifty®

Growth Company Fund

Independence Fund

Large Cap Stock Fund

Low-Priced Stock Fund

Magellan® Fund

Mid-Cap Stock Fund

New Millennium Fund®

OTC Portfolio

Small Cap Selector

Small Cap Stock Fund

Stock Selector

Tax Managed Stock Fund

TechnoQuant® Growth 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

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

FRE-ANN-0101

122436

1.539094.103