N-CSRS 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811- 3587

Fidelity Financial Trust
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)

Eric D. Roiter, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

November 30

Date of reporting period:

May 31, 2004

Item 1. Reports to Stockholders

Fidelity®

Equity-Income II

Fund

Semiannual Report

May 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

For a free copy of the fund's proxy voting guidelines visit www.fidelity.com/goto/proxyguidelines, call 1-800-544-8544, or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

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 Advisor fund, including charges and expenses, contact your investment professional for a free prospectus. Read it carefully before you invest or send money.

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Changes

Top Ten Stocks as of May 31, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

5.1

3.4

Burlington Resources, Inc.

5.0

4.7

International Business Machines Corp.

4.9

2.2

American International Group, Inc.

4.5

2.0

Verizon Communications, Inc.

4.5

4.2

Charles Schwab Corp.

4.3

4.4

Citigroup, Inc.

3.2

3.3

Fannie Mae

3.0

1.7

Dover Corp.

2.6

1.5

Pfizer, Inc.

2.5

1.6

39.6

Top Five Market Sectors as of May 31, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

27.8

29.7

Energy

13.5

9.6

Industrials

12.2

16.6

Consumer Discretionary

10.1

12.2

Information Technology

8.4

11.0

Asset Allocation (% of fund's net assets)

As of May 31, 2004 *

As of November 30, 2003 **

Stocks 97.1%

Stocks 98.3%

Convertible
Securities 0.4%

Convertible
Securities 0.7%

Short-Term
Investments and
Net Other Assets 2.5%

Short-Term
Investments and
Net Other Assets 1.0%

* Foreign
investments

4.0%

** Foreign investments

4.2%



Semiannual Report

Investments May 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.1%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 10.1%

Auto Components - 0.2%

TRW Automotive Holdings Corp.

984,250

$ 19,331

Automobiles - 0.3%

Ford Motor Co.

1,522,500

22,609

Nissan Motor Co. Ltd. sponsored ADR

886,700

18,035

40,644

Hotels, Restaurants & Leisure - 0.6%

Hilton Hotels Corp.

2,466,400

42,792

Marriott International, Inc. Class A

612,500

30,215

73,007

Internet & Catalog Retail - 2.2%

InterActiveCorp (a)

8,386,950

262,176

Media - 5.9%

Belo Corp. Series A

2,001,300

58,878

Clear Channel Communications, Inc.

780,918

31,002

McGraw-Hill Companies, Inc.

354,500

27,623

News Corp. Ltd. ADR (c)

7,505,300

276,420

Omnicom Group, Inc.

1,463,380

116,880

The DIRECTV Group, Inc. (a)

431,300

7,595

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

4,523,389

166,868

Washington Post Co. Class B

27,880

26,507

711,773

Multiline Retail - 0.7%

JCPenney Co., Inc.

2,412,600

86,323

Textiles Apparel & Luxury Goods - 0.2%

Polo Ralph Lauren Corp. Class A

633,600

21,036

TOTAL CONSUMER DISCRETIONARY

1,214,290

CONSUMER STAPLES - 6.1%

Beverages - 0.3%

The Coca-Cola Co.

775,700

39,832

Food & Staples Retailing - 1.1%

Albertsons, Inc.

1,309,500

30,682

Safeway, Inc. (a)

4,632,100

104,500

135,182

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Food Products - 1.2%

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

3,475,600

$ 123,210

Smithfield Foods, Inc. (a)

886,900

25,711

148,921

Household Products - 1.9%

Colgate-Palmolive Co.

2,046,600

117,066

Procter & Gamble Co.

1,028,800

110,925

227,991

Personal Products - 1.3%

Estee Lauder Companies, Inc. Class A

657,800

30,121

Gillette Co.

2,816,500

121,363

151,484

Tobacco - 0.3%

Altria Group, Inc.

607,700

29,151

TOTAL CONSUMER STAPLES

732,561

ENERGY - 13.5%

Energy Equipment & Services - 1.4%

ENSCO International, Inc.

2,606,110

69,427

Smith International, Inc. (a)

263,500

13,157

Weatherford International Ltd. (a)

2,133,600

88,566

171,150

Oil & Gas - 12.1%

Ashland, Inc.

521,800

24,603

BP PLC sponsored ADR

3,578,200

189,645

Burlington Resources, Inc.

9,007,300

602,949

Exxon Mobil Corp.

14,250,900

616,348

Premcor, Inc. (a)

458,800

16,806

1,450,351

TOTAL ENERGY

1,621,501

FINANCIALS - 27.8%

Capital Markets - 7.5%

Allied Capital Corp.

972,600

26,289

Bank of New York Co., Inc.

1,005,300

30,229

Charles Schwab Corp.

52,545,140

514,942

J.P. Morgan Chase & Co.

3,700,200

136,315

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Capital Markets - continued

Morgan Stanley

3,210,493

$ 171,793

Northern Trust Corp.

599,600

25,753

905,321

Commercial Banks - 7.3%

Bank of America Corp.

3,501,600

291,088

Bank One Corp.

2,849,100

138,039

Fifth Third Bancorp

1,048,400

56,918

Wachovia Corp.

3,029,357

143,016

Wells Fargo & Co.

4,255,200

250,206

879,267

Consumer Finance - 1.3%

American Express Co.

1,160,000

58,812

SLM Corp.

2,420,200

92,766

151,578

Diversified Financial Services - 3.2%

Citigroup, Inc.

8,367,841

388,519

Insurance - 5.3%

AFLAC, Inc.

783,300

31,802

American International Group, Inc.

7,456,400

546,554

Scottish Re Group Ltd.

276,780

6,089

St. Paul Travelers Companies, Inc.

840,400

33,347

The Chubb Corp.

301,300

20,299

638,091

Real Estate - 0.2%

Capital Automotive (SBI)

334,010

9,185

CenterPoint Properties Trust (SBI)

129,310

9,524

18,709

Thrifts & Mortgage Finance - 3.0%

Fannie Mae

5,305,760

359,200

TOTAL FINANCIALS

3,340,685

HEALTH CARE - 6.3%

Biotechnology - 0.2%

Genentech, Inc. (a)

362,500

21,681

Health Care Equipment & Supplies - 0.9%

Medtronic, Inc.

2,268,700

108,671

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Providers & Services - 1.5%

Cardinal Health, Inc.

426,400

$ 28,872

McKesson Corp.

1,400,400

48,174

Tenet Healthcare Corp. (a)

3,889,500

46,363

UnitedHealth Group, Inc.

867,500

56,604

180,013

Pharmaceuticals - 3.7%

Johnson & Johnson

258,900

14,423

Merck & Co., Inc.

1,962,300

92,817

Pfizer, Inc.

8,645,990

305,549

Wyeth

1,127,600

40,594

453,383

TOTAL HEALTH CARE

763,748

INDUSTRIALS - 12.2%

Aerospace & Defense - 3.2%

Goodrich Corp. (c)

7,360,600

206,318

Honeywell International, Inc.

3,741,300

126,082

Lockheed Martin Corp.

389,580

19,300

Precision Castparts Corp.

752,100

35,266

386,966

Commercial Services & Supplies - 0.5%

R.R. Donnelley & Sons Co.

2,072,700

62,720

Industrial Conglomerates - 1.8%

3M Co.

396,100

33,494

General Electric Co.

6,020,300

187,352

220,846

Machinery - 4.2%

Caterpillar, Inc.

926,800

69,834

Deere & Co.

1,378,800

90,587

Dover Corp.

7,948,400

309,670

Pall Corp.

1,205,300

29,144

499,235

Road & Rail - 2.5%

Landstar System, Inc. (a)

849,521

41,304

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Road & Rail - continued

Norfolk Southern Corp.

9,782,644

$ 237,033

Werner Enterprises, Inc.

893,168

17,051

295,388

TOTAL INDUSTRIALS

1,465,155

INFORMATION TECHNOLOGY - 8.0%

Communications Equipment - 0.2%

QLogic Corp. (a)

936,200

28,741

Computers & Peripherals - 5.7%

Apple Computer, Inc. (a)

949,100

26,632

Diebold, Inc.

1,478,300

72,629

International Business Machines Corp.

6,590,100

583,817

683,078

Electronic Equipment & Instruments - 0.1%

Ingram Micro, Inc. Class A (a)

1,090,800

15,762

Software - 2.0%

Microsoft Corp.

8,653,800

228,028

Take-Two Interactive Software, Inc. (a)

465,700

13,864

241,892

TOTAL INFORMATION TECHNOLOGY

969,473

MATERIALS - 4.6%

Chemicals - 3.3%

Air Products & Chemicals, Inc.

3,197,900

159,799

Eastman Chemical Co.

3,746,000

173,590

FMC Corp. (a)

1,533,300

62,206

395,595

Containers & Packaging - 0.5%

Smurfit-Stone Container Corp. (a)

2,977,198

54,066

Metals & Mining - 0.8%

Alcoa, Inc.

1,434,050

44,886

International Steel Group, Inc.

951,700

28,418

Nucor Corp.

430,800

28,368

101,672

TOTAL MATERIALS

551,333

Common Stocks - continued

Shares

Value (Note 1) (000s)

TELECOMMUNICATION SERVICES - 7.2%

Diversified Telecommunication Services - 7.2%

SBC Communications, Inc.

8,885,000

$ 210,575

Sprint Corp. - FON Group

6,622,600

117,617

Verizon Communications, Inc.

15,764,000

545,119

873,311

UTILITIES - 1.3%

Electric Utilities - 1.3%

American Electric Power Co., Inc.

1,599,600

50,819

Entergy Corp.

1,853,900

101,241

152,060

TOTAL COMMON STOCKS

(Cost $10,966,202)

11,684,117

Preferred Stocks - 0.4%

Convertible Preferred Stocks - 0.4%

INFORMATION TECHNOLOGY - 0.4%

Office Electronics - 0.4%

Xerox Corp. Series C, 6.25%

339,100

42,790

Nonconvertible Preferred Stocks - 0.0%

FINANCIALS - 0.0%

Commercial Banks - 0.0%

Chevy Chase Bank FSB Series C, 8.00%

13,969

370

TOTAL PREFERRED STOCKS

(Cost $40,534)

43,160

Money Market Funds - 4.2%

Shares

Value (Note 1) (000s)

Fidelity Cash Central Fund, 1.09% (b)

298,005,887

$ 298,006

Fidelity Securities Lending Cash Central Fund, 1.08% (b)

213,085,900

213,086

TOTAL MONEY MARKET FUNDS

(Cost $511,092)

511,092

TOTAL INVESTMENT PORTFOLIO - 101.7%

(Cost $11,517,828)

12,238,369

NET OTHER ASSETS - (1.7)%

(205,487)

NET ASSETS - 100%

$ 12,032,882

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. 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

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $8,326,448,000 and $8,400,247,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $639,000 for the period.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

May 31, 2004 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $208,573) (cost $11,517,828) - See accompanying schedule

$ 12,238,369

Receivable for investments sold

86,654

Receivable for fund shares sold

6,508

Dividends receivable

18,140

Interest receivable

184

Prepaid expenses

33

Other affiliated receivables

68

Other receivables

2,570

Total assets

12,352,526

Liabilities

Payable for investments purchased

$ 88,094

Payable for fund shares redeemed

11,299

Accrued management fee

4,733

Other affiliated payables

2,374

Other payables and accrued expenses

58

Collateral on securities loaned, at value

213,086

Total liabilities

319,644

Net Assets

$ 12,032,882

Net Assets consist of:

Paid in capital

$ 10,898,384

Undistributed net investment income

34,305

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

379,652

Net unrealized appreciation (depreciation) on investments

720,541

Net Assets, for 544,255 shares outstanding

$ 12,032,882

Net Asset Value, offering price and redemption price per share ($12,032,882 ÷ 544,255 shares)

$ 22.11

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended May 31, 2004 (Unaudited)

Investment Income

Dividends (including $4,991 received from affiliated issuers)

$ 111,292

Interest

1,954

Security lending

492

Total income

113,738

Expenses

Management fee

$ 29,236

Transfer agent fees

11,698

Accounting and security lending fees

655

Non-interested trustees' compensation

71

Appreciation in deferred trustee compensation account

3

Custodian fees and expenses

87

Registration fees

81

Audit

60

Legal

23

Miscellaneous

81

Total expenses before reductions

41,995

Expense reductions

(3,136)

38,859

Net investment income (loss)

74,879

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized gain (loss) of $35,683 on sales of investments in affiliated issuers)

446,552

Foreign currency transactions

(77)

Total net realized gain (loss)

446,475

Change in net unrealized appreciation (depreciation) on investment securities

(52,431)

Net gain (loss)

394,044

Net increase (decrease) in net assets resulting from operations

$ 468,923

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended May 31, 2004
(Unaudited)

Year ended
November 30, 2003

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 74,879

$ 133,136

Net realized gain (loss)

446,475

891,798

Change in net unrealized appreciation (depreciation)

(52,431)

546,040

Net increase (decrease) in net assets resulting
from operations

468,923

1,570,974

Distributions to shareholders from net investment income

(75,647)

(122,229)

Distributions to shareholders from net realized gain

(91,775)

-

Total distributions

(167,422)

(122,229)

Share transactions
Net proceeds from sales of shares

1,056,471

1,470,308

Reinvestment of distributions

159,466

115,783

Cost of shares redeemed

(1,009,139)

(1,666,126)

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

206,798

(80,035)

Total increase (decrease) in net assets

508,299

1,368,710

Net Assets

Beginning of period

11,524,583

10,155,873

End of period (including undistributed net investment income of $34,305 and undistributed net investment income of $35,073, respectively)

$ 12,032,882

$ 11,524,583

Other Information

Shares

Sold

46,537

75,917

Issued in reinvestment of distributions

7,002

6,305

Redeemed

(44,689)

(89,210)

Net increase (decrease)

8,850

(6,988)

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

Semiannual Report

Financial Highlights

Six months ended
May 31, 2004

Years ended November 30,

(Unaudited)

2003

2002

2001

2000

1999

Selected Per-Share Data

Net asset value, beginning of period

$ 21.52

$ 18.72

$ 21.21

$ 27.49

$ 30.34

$ 30.73

Income from Investment Operations

Net investment income (loss)D

.14

.25

.24F

.34

.40

.37

Net realized and unrealized gain (loss)

.76

2.78

(1.65)F

(1.15)

.50

2.01

Total from investment operations

.90

3.03

(1.41)

(.81)

.90

2.38

Distributions from net investment income

(.14)

(.23)

(.23)

(.39)

(.40)

(.35)

Distributions from net realized gain

(.17)

-

(.85)

(5.08)

(3.35)

(2.42)

Total distributions

(.31)

(.23)

(1.08)

(5.47)

(3.75)

(2.77)

Net asset value, end of period

$ 22.11

$ 21.52

$ 18.72

$ 21.21

$ 27.49

$ 30.34

Total ReturnB,C

4.15%

16.40%

(7.08)%

(4.33)%

3.50%

8.25%

Ratios to Average Net AssetsE

Expenses before expense reductions

.68%A

.70%

.70%

.67%

.67%

.66%

Expenses net of voluntary waivers, if any

.68%A

.70%

.70%

.67%

.67%

.66%

Expenses net of all reductions

.63%A

.64%

.63%

.62%

.63%

.64%

Net investment income (loss)

1.22%A

1.31%

1.26%F

1.49%

1.47%

1.19%

Supplemental Data

Net assets, end of period (in millions)

$ 12,033

$ 11,525

$ 10,156

$ 12,029

$ 13,401

$ 18,184

Portfolio turnover rate

138%A

131%

135%

136%

151%

71%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

F Effective December 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2004 (Unaudited)

(Amounts in thousands except ratios)

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 (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. 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. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, market discount, contingent interest, non-taxable dividends and losses deferred due to wash sales.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investments including unrealized appreciation (depreciation) as of period end was as follows:

Unrealized appreciation

$ 1,071,197

|

Unrealized depreciation

(369,538)

Net unrealized appreciation (depreciation)

$ 701,659

Cost for federal income tax purposes

$ 11,536,710

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

3. Purchases and Sales of Investments.

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

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .48% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .19% of average net assets.

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $721 for the period.

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

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

Semiannual Report

6. Security Lending.

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

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $3,117 for the period. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $1 and $18, respectively.

8. Transactions with Affiliated Companies.

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Companies which are affiliates of the fund at period-end are noted in the fund's Schedule of Investments. Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Value, beginning
of period

Purchase
Cost

Sales
Cost

Dividend
Income

Value, end
of period

Burlington Resources, Inc.

$ 536,456

$ 9,474

$ 112,840

$ 3,189

$ 602,949

Goodrich Corp.

188,477

14,453

-

1,431

206,318

News Corp. Ltd. ADR

159,403

105,556

-

211

276,420

Werner Enterprises, Inc.

88,999

-

76,695

160

17,051

TOTALS

$ 973,335

$ 129,483

$ 189,535

$ 4,991

$ 1,102,738

Semiannual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

123 South Lake Avenue
Pasadena, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Semiannual Report

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

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

6005 West Park Boulevard
Plano, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

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 Income 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-USAN-0704
1.786811.101

Fidelity®

Convertible Securities

Fund

Semiannual Report

May 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

For a free copy of the fund's proxy voting guidelines visit www.fidelity.com/goto/proxyguidelines, call 1-800-544-8544, or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

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.

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Changes

Top Ten Investments as of May 31, 2004

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Tyco International Group SA 3.125% 1/15/23

3.4

2.8

Yahoo!, Inc. 0% 4/1/08

3.3

0.0

Merrill Lynch & Co., Inc. liquid yield option note 0% 3/13/32

2.3

0.0

American Express Co. 1.85% 12/1/33

2.2

0.0

Comverse Technology, Inc. 0% 5/15/23

2.1

0.0

ALZA Corp. 0% 7/28/20

2.1

1.8

EchoStar Communications Corp. Class A

2.0

1.9

Freeport-McMoRan Copper & Gold, Inc. 5.50%

1.7

0.0

Nextel Partners, Inc. 1.5% 11/15/08

1.7

0.0

Baxter International, Inc. 7.00%

1.5

2.3

22.3

Top Five Market Sectors as of May 31, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Health Care

26.6

18.9

Information Technology

20.1

23.2

Financials

18.1

11.1

Consumer Discretionary

8.2

15.3

Telecommunication Services

7.6

6.4

Asset Allocation (% of fund's net assets)

As of May 31, 2004 *

As of November 30, 2003 **

Convertible
Securities 85.1%

Convertible
Securities 82.3%

Common
Stocks 13.6%

Common and
Nonconvertible
Preferred Stocks 15.0%

Nonconvertible
Bonds 0.3%

Nonconvertible
Bonds 1.4%

Short-Term
Investments and
Net Other Assets 1.0%

Short-Term
Investments and
Net Other Assets 1.3%

* Foreign
investments

14.3%

** Foreign
investments

13.5%



Semiannual Report

Investments May 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 69.5%

Principal
Amount (000s)(g)

Value (Note 1) (000s)

Convertible Bonds - 69.2%

CONSUMER DISCRETIONARY - 4.3%

Auto Components - 0.5%

American Axle & Manufacturing Holdings, Inc. 2% 2/15/24 (d)(e)

$ 9,300

$ 8,672

Automobiles - 0.4%

Fleetwood Enterprises, Inc. 5% 12/15/23 (e)

5,000

7,213

Hotels, Restaurants & Leisure - 1.3%

Fairmont Hotels & Resorts, Inc. 3.75% 12/1/23 (e)

8,600

8,569

Kerzner International Ltd. 2.375% 4/15/24 (e)

9,000

8,625

WMS Industries, Inc. 2.75% 7/15/10 (e)

4,000

7,000

24,194

Leisure Equipment & Products - 0.5%

Eastman Kodak Co. 3.375% 10/15/33 (e)

7,800

8,599

Media - 1.2%

Interpublic Group of Companies, Inc.:

4.5% 3/15/23 (e)

3,600

5,093

4.5% 3/15/23

6,200

8,771

Lamar Advertising Co. 2.875% 12/31/10

7,200

7,772

21,636

Specialty Retail - 0.4%

Sonic Automotive, Inc. 5.25% 5/7/09

7,225

7,090

TOTAL CONSUMER DISCRETIONARY

77,404

ENERGY - 1.8%

Energy Equipment & Services - 0.4%

Pride International, Inc. 2.5% 3/1/07

7,100

7,761

Oil & Gas - 1.4%

El Paso Corp. 0% 2/28/21

37,400

17,531

Evergreen Resources, Inc. 4.75% 12/15/21

2,000

3,130

McMoRan Exploration Co.:

6% 7/2/08 (e)

1,000

1,270

6% 7/2/08

2,000

2,541

24,472

TOTAL ENERGY

32,233

Corporate Bonds - continued

Principal
Amount (000s)(g)

Value (Note 1) (000s)

Convertible Bonds - continued

FINANCIALS - 11.6%

Capital Markets - 2.3%

Merrill Lynch & Co., Inc. liquid yield option note 0% 3/13/32

$ 40,800

$ 41,771

Commercial Banks - 0.8%

Silicon Valley Bancshares 0% 6/15/08

11,800

14,433

Consumer Finance - 2.2%

American Express Co. 1.85% 12/1/33 (d)(e)

36,500

39,603

Diversified Financial Services - 4.9%

Bunge Ltd. Finance Corp.:

3.75% 11/15/22 (e)

5,000

6,444

3.75% 11/15/22

3,800

4,897

Tyco International Group SA:

3.125% 1/15/23 (e)

39,900

60,891

yankee 3.125% 1/15/23

10,100

15,436

87,668

Insurance - 1.4%

HCC Insurance Holdings, Inc. 1.3% 4/1/23

16,200

17,455

Scottish Re Group Ltd. 4.5% 12/1/22

7,000

8,400

25,855

TOTAL FINANCIALS

209,330

HEALTH CARE - 23.4%

Biotechnology - 8.8%

BioMarin Pharmaceutical, Inc.:

3.5% 6/15/08 (e)

2,000

1,770

3.5% 6/15/08

8,000

7,080

Celgene Corp.:

1.75% 6/1/08 (e)

2,000

2,705

1.75% 6/1/08

2,400

3,246

Cephalon, Inc. 0% 6/15/33

11,300

12,042

Ciphergen Biosystems, Inc. 4.5% 9/1/08 (e)

5,000

4,950

Enzon Pharmaceuticals, Inc. 4.5% 7/1/08

27,260

25,216

Gilead Sciences, Inc. 2% 12/15/07 (e)

8,500

12,405

IDEC Pharmaceuticals Corp. liquid yield option note 0% 2/16/19

10,200

25,615

Invitrogen Corp. 2.25% 12/15/06

22,903

23,876

Medarex, Inc. 2.25% 5/15/11 (e)

10,000

9,134

Oscient Pharmaceuticals Corp. 3.5% 4/15/11 (e)

11,500

11,370

Corporate Bonds - continued

Principal
Amount (000s)(g)

Value (Note 1) (000s)

Convertible Bonds - continued

HEALTH CARE - continued

Biotechnology - continued

OSI Pharmaceuticals, Inc. 3.25% 9/8/23

$ 10,000

$ 18,644

Transkaryotic Therapies, Inc. 1.25% 5/15/11

1,000

978

159,031

Health Care Equipment & Supplies - 6.8%

Bausch & Lomb, Inc.:

1.71% 8/1/23 (e)(f)

9,100

11,974

1.71% 8/1/23 (f)

17,000

22,369

Cooper Companies, Inc.:

2.625% 7/1/23 (e)

7,500

10,402

2.625% 7/1/23

8,800

12,205

Cytyc Corp. 2.25% 3/15/24 (e)

16,500

17,284

Fisher Scientific International, Inc.:

2.5% 10/1/23 (e)

15,600

21,944

2.5% 10/1/23

7,400

10,409

Integra LifeSciences Holdings Corp.:

2.5% 3/15/08 (e)

6,000

6,941

2.5% 3/15/08

1,300

1,504

Thoratec Corp. 1.3798% 5/16/34 (d)(e)

14,900

8,754

123,786

Health Care Providers & Services - 0.9%

Health Management Associates, Inc.:

1.5% 8/1/23 (e)

8,000

8,509

1.5% 8/1/23

7,500

7,977

16,486

Pharmaceuticals - 6.9%

ALZA Corp. 0% 7/28/20

50,000

38,469

Guilford Pharmaceuticals, Inc. 5% 7/1/08

2,000

2,394

IVAX Corp. 1.5% 3/1/24 (e)

16,750

17,348

King Pharmaceuticals, Inc. 2.75% 11/15/21 (f)

10,000

9,363

Medicis Pharmaceutical Corp. 2.5% 6/4/32

9,300

14,351

MGI Pharma, Inc. 1.6821% 3/2/24 (d)(e)

26,000

23,122

Roche Holdings, Inc. 0% 7/25/21 (e)

30,000

18,975

124,022

TOTAL HEALTH CARE

423,325

Corporate Bonds - continued

Principal
Amount (000s)(g)

Value (Note 1) (000s)

Convertible Bonds - continued

INDUSTRIALS - 2.2%

Construction & Engineering - 0.5%

Fluor Corp. 1.5% 2/15/24

$ 9,000

$ 8,884

Electrical Equipment - 0.6%

Roper Industries, Inc. 1.4813% 1/15/34 (d)(e)

25,624

11,099

Machinery - 1.1%

Actuant Corp. 2% 11/15/23 (e)

5,300

5,804

AGCO Corp. 1.75% 12/31/33 (e)

4,400

4,769

Wabash National Corp. 3.25% 8/1/08 (e)

5,300

8,268

18,841

TOTAL INDUSTRIALS

38,824

INFORMATION TECHNOLOGY - 17.0%

Communications Equipment - 4.1%

Brocade Communications Systems, Inc. 2% 1/1/07

7,660

6,951

CIENA Corp. 3.75% 2/1/08

12,930

11,346

Comverse Technology, Inc. 0% 5/15/23

33,400

38,702

Juniper Networks, Inc. 0% 6/15/08

14,000

17,452

74,451

Computers & Peripherals - 1.3%

Electronics for Imaging, Inc.:

1.5% 6/1/23 (e)

7,300

8,840

1.5% 6/1/23

1,800

2,180

Hutchinson Technology, Inc. 2.25% 3/15/10

6,700

7,362

Komag, Inc. 2% 2/1/24

710

597

Silicon Graphics, Inc. 6.5% 6/1/09

2,500

4,060

23,039

Electronic Equipment & Instruments - 1.2%

Bell Microproducts, Inc. 3.75% 3/5/24 (e)

3,000

2,664

Flextronics International Ltd. 1% 8/1/10

7,000

9,314

Global Imaging Systems, Inc.:

4% 11/15/08 (e)

5,000

7,706

4% 11/15/08

1,500

2,312

21,996

Internet Software & Services - 4.0%

Ask Jeeves, Inc. 0% 6/1/08

5,000

12,531

Yahoo!, Inc. 0% 4/1/08

37,000

59,917

72,448

Corporate Bonds - continued

Principal
Amount (000s)(g)

Value (Note 1) (000s)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

IT Services - 1.7%

CSG Systems International, Inc. 2.5% 6/15/24 (e)

$ 2,500

$ 2,538

DST Systems, Inc.:

4.125% 8/15/23 (e)

12,300

15,489

4.125% 8/15/23

9,400

11,837

29,864

Semiconductors & Semiconductor Equipment - 2.8%

Agere Systems, Inc. 6.5% 12/15/09

10,900

13,296

ASML Holding NV 5.5% 5/15/10

EUR

10,000

16,231

Conexant Systems, Inc. 4.25% 5/1/06

9,791

9,473

FEI Co. 0% 6/15/23

10,300

11,485

50,485

Software - 1.9%

Amdocs Ltd. 0.5% 3/15/24 (e)

13,800

12,655

Concord Communications, Inc. 3% 12/15/23 (e)

8,950

7,742

i2 Technologies, Inc. 5.25% 12/15/06

5,000

4,350

Red Hat, Inc. 0.5% 1/15/24 (e)

7,768

9,959

34,706

TOTAL INFORMATION TECHNOLOGY

306,989

MATERIALS - 2.5%

Chemicals - 0.4%

Millennium Chemicals, Inc. 4% 11/15/23 (e)

5,500

8,442

Metals & Mining - 2.1%

Agnico-Eagle Mines Ltd. 4.5% 2/15/12

15,000

17,756

Inco Ltd. yankee 3.5% 3/14/52

9,000

12,375

Massey Energy Co. 2.25% 4/1/24 (e)

7,000

7,265

37,396

TOTAL MATERIALS

45,838

TELECOMMUNICATION SERVICES - 5.9%

Diversified Telecommunication Services - 0.4%

Covad Communications Group, Inc. 3% 3/15/24 (e)

1,000

907

Level 3 Communications, Inc. 6% 9/15/09

10,480

6,183

7,090

Corporate Bonds - continued

Principal
Amount (000s)(g)

Value (Note 1) (000s)

Convertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 5.5%

American Tower Corp.:

3.25% 8/1/10 (e)

$ 15,400

$ 21,184

3.25% 8/1/10

4,155

5,715

Crown Castle International Corp. 4% 7/15/10

14,860

23,925

Nextel Partners, Inc.:

1.5% 11/15/08 (e)

4,000

8,995

1.5% 11/15/08

13,400

30,134

NII Holdings, Inc. 2.875% 2/1/34 (e)

10,000

10,254

100,207

TOTAL TELECOMMUNICATION SERVICES

107,297

UTILITIES - 0.5%

Multi-Utilities & Unregulated Power - 0.5%

AES Corp. 4.5% 8/15/05

9,200

9,082

TOTAL CONVERTIBLE BONDS

1,250,322

Nonconvertible Bonds - 0.3%

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

Telewest Communications PLC yankee 11.25% 11/1/08 (c)

9,200

5,152

TOTAL CORPORATE BONDS

(Cost $1,179,924)

1,255,474

Common Stocks - 13.6%

Shares

CONSUMER DISCRETIONARY - 3.2%

Internet & Catalog Retail - 1.0%

InterActiveCorp (a)

576,700

18,028

Media - 2.1%

Clear Media Ltd. (a)

2,405,000

2,129

EchoStar Communications Corp. Class A (a)

1,099,069

35,346

37,475

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - 0.1%

Select Comfort Corp. (a)

112,900

$ 3,060

TOTAL CONSUMER DISCRETIONARY

58,563

CONSUMER STAPLES - 1.3%

Food & Staples Retailing - 1.3%

Albertsons, Inc. unit

497,000

12,569

Safeway, Inc. (a)

212,900

4,803

Whole Foods Market, Inc.

71,655

6,162

23,534

ENERGY - 1.6%

Energy Equipment & Services - 1.3%

National-Oilwell, Inc. (a)

320,900

8,883

Precision Drilling Corp. (a)

100,000

4,340

Weatherford International Ltd. (a)

269,000

11,166

24,389

Oil & Gas - 0.3%

EnCana Corp.

138,800

5,454

TOTAL ENERGY

29,843

FINANCIALS - 1.0%

Thrifts & Mortgage Finance - 1.0%

Golden West Financial Corp., Delaware

91,830

9,988

New York Community Bancorp, Inc.

315,000

7,377

17,365

HEALTH CARE - 1.7%

Biotechnology - 0.7%

MedImmune, Inc. (a)

400,000

9,628

OSI Pharmaceuticals, Inc. (a)

27,500

2,254

11,882

Health Care Equipment & Supplies - 0.5%

St. Jude Medical, Inc. (a)

124,600

9,502

Health Care Providers & Services - 0.5%

Pharmaceutical Product Development, Inc. (a)

300,000

9,084

TOTAL HEALTH CARE

30,468

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - 0.8%

Building Products - 0.3%

Trex Co., Inc. (a)

144,700

$ 5,257

Commercial Services & Supplies - 0.5%

Strayer Education, Inc.

80,200

9,351

Electrical Equipment - 0.0%

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

1

0

TOTAL INDUSTRIALS

14,608

INFORMATION TECHNOLOGY - 3.1%

Communications Equipment - 0.1%

QLogic Corp. (a)

85,633

2,629

Computers & Peripherals - 1.0%

Diebold, Inc.

155,300

7,630

PalmOne, Inc. (a)

450,000

9,554

17,184

Internet Software & Services - 0.5%

Yahoo Japan Corp. (a)

800

8,416

Semiconductors & Semiconductor Equipment - 1.2%

PMC-Sierra, Inc. (a)

439,000

6,190

Samsung Electronics Co. Ltd.

32,800

14,647

20,837

Software - 0.3%

BEA Systems, Inc. (a)

431,652

3,725

Red Hat, Inc. (a)

94,600

2,585

6,310

TOTAL INFORMATION TECHNOLOGY

55,376

MATERIALS - 0.5%

Chemicals - 0.5%

Lyondell Chemical Co.

308,304

5,093

Nitto Denko Corp.

65,800

3,568

8,661

TELECOMMUNICATION SERVICES - 0.4%

Wireless Telecommunication Services - 0.4%

KDDI Corp.

1,300

7,592

TOTAL COMMON STOCKS

(Cost $228,883)

246,010

Convertible Preferred Stocks - 15.9%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 0.7%

Specialty Retail - 0.7%

Toys 'R' US, Inc. 6.25%

296,000

$ 13,276

ENERGY - 2.8%

Oil & Gas - 2.8%

Chesapeake Energy Corp. 6.75% (e)

283,600

25,010

Teekay Shipping Corp. Series A, 7.25%

361,000

14,588

Valero Energy Corp. 2.00%

335,000

10,971

50,569

FINANCIALS - 5.5%

Diversified Financial Services - 4.7%

AES Trust III 6.75%

108,700

4,474

AES Trust VII:

6.00% (e)

126,215

5,648

6.00%

128,900

5,768

Central Parking Finance Trust 5.25% TIPS

230,000

4,428

CMS Energy Trust I 7.75%

350,000

14,875

News Corp. Finance Trust II (British Sky Broadcasting Group PLC (BSkyB)) 0.75% (e)

15,000

15,375

SMFG Finance Cayman Ltd. 2.25% (e)

378

26,005

Sovereign Capital Trust IV 4.375%

154,000

7,277

83,850

Thrifts & Mortgage Finance - 0.8%

Doral Financial Corp.:

4.75% (e)

21,400

5,505

4.75%

13,200

3,396

The PMI Group, Inc. 5.875%

224,000

6,205

15,106

TOTAL FINANCIALS

98,956

HEALTH CARE - 1.5%

Health Care Equipment & Supplies - 1.5%

Baxter International, Inc. 7.00%

492,000

26,356

Convertible Preferred Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - 1.7%

Aerospace & Defense - 1.7%

Northrop Grumman Corp.:

7.25%

188,100

$ 19,581

Series B, 7.00%

86,100

11,052

30,633

MATERIALS - 2.5%

Metals & Mining - 2.5%

Freeport-McMoRan Copper & Gold, Inc. 5.50% (e)

34,500

31,162

Phelps Dodge Corp. Series A, 6.75% MEDS

91,000

13,559

44,721

TELECOMMUNICATION SERVICES - 1.0%

Wireless Telecommunication Services - 1.0%

Crown Castle International Corp. 6.25% PIERS

418,150

18,712

UTILITIES - 0.2%

Electric Utilities - 0.2%

CMS Energy Corp. 4.50% (e)

60,000

3,255

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $250,986)

286,478

Money Market Funds - 1.3%

Fidelity Cash Central Fund, 1.09% (b)

16,442,428

16,442

Fidelity Securities Lending Cash Central Fund, 1.08% (b)

7,805,029

7,805

TOTAL MONEY MARKET FUNDS

(Cost $24,247)

24,247

Cash Equivalents - 0.9%

Maturity Amount (000s)

Value (Note 1) (000s)

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 0.99%, dated 5/28/04 due 6/1/04)
(Cost $16,309)

$ 16,311

$ 16,309

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $1,700,349)

1,828,518

NET OTHER ASSETS - (1.2)%

(22,353)

NET ASSETS - 100%

$ 1,806,165

Currency Abbreviations

EUR

-

European Monetary Unit

Security Type Abbreviations

MEDS

-

Mandatorily Exchangeable Debt Securities

PIERS

-

Preferred Income Equity Redeemable Securities

TIPS

-

Trust Issued Preferred Securities

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. 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) Non-income producing - issuer filed for bankruptcy or is in default of interest payments.

(d) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(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 $616,106,000 or 34.1% of net assets.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

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

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (ratings are unaudited):

AAA,AA,A

8.1%

BBB

5.3%

BB

14.1%

B

12.2%

CCC,CC,C

5.1%

Not Rated

24.7%

Equities

29.5%

Short-Term Investments and Net Other Assets

1.0%

We have used ratings from Moody's Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ratings.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

85.7%

Luxembourg

4.2%

Canada

2.6%

Japan

2.5%

United Kingdom

1.0%

Others (individually less than 1%)

4.0%

100.0%

Purchases and sales of securities, other than short-term securities, aggregated $1,401,980,000 and $1,414,584,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $23,000 for the period.

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 $6,256,000. The weighted average interest rate was 1.13%. Interest expense includes $3,000 paid under the interfund lending program. At period end there were no interfund loans outstanding.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which loans were outstanding amounted to $3,805,000. The weighted average interest rate was 1.25%. At period end there were no bank borrowings outstanding.

Income Tax Information

At November 30, 2003, the fund had a capital loss carryforward of approximately $329,726,000 of which $113,099,000 and $216,627,000 will expire on November 30, 2009 and 2010, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

May 31, 2004 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $7,456 and repurchase agreements of $16,309)(cost $1,700,349) - See accompanying schedule

$ 1,828,518

Cash

1

Receivable for investments sold

5,842

Receivable for fund shares sold

1,317

Dividends receivable

355

Interest receivable

6,822

Prepaid expenses

5

Other receivables

123

Total assets

1,842,983

Liabilities

Payable for investments purchased

$ 26,911

Payable for fund shares redeemed

1,140

Accrued management fee

586

Other affiliated payables

342

Other payables and accrued expenses

34

Collateral on securities loaned, at value

7,805

Total liabilities

36,818

Net Assets

$ 1,806,165

Net Assets consist of:

Paid in capital

$ 1,865,130

Undistributed net investment income

14,257

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

(201,395)

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

128,173

Net Assets, for 89,025 shares outstanding

$ 1,806,165

Net Asset Value, offering price and redemption price per share ($1,806,165 ÷ 89,025 shares)

$ 20.29

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended May 31, 2004 (Unaudited)

Investment Income

Dividends

$ 9,185

Interest

20,213

Security lending

14

Total income

29,412

Expenses

Management fee
Basic fee

$ 4,374

Performance adjustment

(289)

Transfer agent fees

1,755

Accounting and security lending fees

260

Non-interested trustees' compensation

5

Custodian fees and expenses

31

Registration fees

38

Audit

36

Legal

3

Interest

3

Miscellaneous

14

Total expenses before reductions

6,230

Expense reductions

(114)

6,116

Net investment income (loss)

23,296

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

131,376

Foreign currency transactions

80

Total net realized gain (loss)

131,456

Change in net unrealized appreciation (depreciation) on:

Investment securities

(72,575)

Assets and liabilities in foreign currencies

(55)

Total change in net unrealized appreciation (depreciation)

(72,630)

Net gain (loss)

58,826

Net increase (decrease) in net assets resulting from operations

$ 82,122

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
May 31, 2004
(Unaudited)

Year ended
November 30,
2003

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 23,296

$ 69,413

Net realized gain (loss)

131,456

49,492

Change in net unrealized appreciation (depreciation)

(72,630)

200,991

Net increase (decrease) in net assets resulting
from operations

82,122

319,896

Distributions to shareholders from net investment income

(31,536)

(71,200)

Share transactions
Net proceeds from sales of shares

189,073

431,770

Reinvestment of distributions

28,212

64,277

Cost of shares redeemed

(229,128)

(400,393)

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

(11,843)

95,654

Total increase (decrease) in net assets

38,743

344,350

Net Assets

Beginning of period

1,767,422

1,423,072

End of period (including undistributed net investment income of $14,257 and undistributed net investment income of $22,497, respectively)

$ 1,806,165

$ 1,767,422

Other Information

Shares

Sold

9,264

24,029

Issued in reinvestment of distributions

1,388

3,719

Redeemed

(11,278)

(22,390)

Net increase (decrease)

(626)

5,358

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

Semiannual Report

Financial Highlights

Six months ended
May 31, 2004

Years ended November 30,

(Unaudited)

2003

2002

2001

2000

1999

Selected Per-Share Data

Net asset value, beginning of period

$ 19.71

$ 16.88

$ 19.50

$ 24.04

$ 22.43

$ 18.61

Income from Investment Operations

Net investment income (loss)D

.26

.79

.79F,G

.69

.77

.57

Net realized and unrealized gain (loss)

.67

2.87

(2.46)F,G

(.17)

3.18

5.01

Total from investment operations

.93

3.66

(1.67)

.52

3.95

5.58

Distributions from net investment income

(.35)

(.83)

(.95)

(.72)

(.64)

(.62)

Distributions from net realized gain

-

-

-

(4.34)

(1.70)

(1.14)

Total distributions

(.35)

(.83)

(.95)

(5.06)

(2.34)

(1.76)

Net asset value, end of period

$ 20.29

$ 19.71

$ 16.88

$ 19.50

$ 24.04

$ 22.43

Total ReturnB,C

4.72%

22.48%

(8.97)%

1.56%

18.07%

32.36%

Ratios to Average Net AssetsE

Expenses before expense reductions

.68%A

.84%

.88%

.81%

.78%

.85%

Expenses net of voluntary waivers, if any

.68%A

.84%

.88%

.81%

.78%

.85%

Expenses net of all reductions

.66%A

.82%

.85%

.76%

.77%

.82%

Net investment income (loss)

2.53%A

4.46%

4.40%F,G

3.40%

2.96%

2.85%

Supplemental Data

Net assets, end of period (in millions)

$ 1,806

$ 1,767

$ 1,423

$ 1,734

$ 1,843

$ 1,214

Portfolio turnover rate

155%A

136%

138%

282%

262%

246%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

F Effective December 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

G As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended November 30, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income (loss) of $0.06 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income (loss) to average net assets decreased from 4.76% to 4.40%. The reclassification has no impact on the net assets of the fund.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2004 (Unaudited)

(Amounts in thousands except ratios)

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 (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. 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. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, prior period premium and discount on debt securities, market discount, contingent interest,

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investments including unrealized appreciation (depreciation) as of period end was as follows:

Unrealized appreciation

$ 179,647

Unrealized depreciation

(51,276)

Net unrealized appreciation (depreciation)

$ 128,371

Cost for federal income tax purposes

$ 1,700,147

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Restricted Securities. The fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

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

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .15% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .44% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .19% of average net assets.

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $50 for the period.

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

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 funds to borrow from, or lend money to, other participating funds. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

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

7. 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. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $113 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $1.

Semiannual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Write Fidelity

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
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

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 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

123 South Lake Avenue
Pasadena, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Semiannual Report

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

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

6005 West Park Boulevard
Plano, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, 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 Income 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-USAN-0704
1.786810.101

Fidelity Advisor

Strategic Dividend & Income

Fund - Class A, Class T,
Class B and Class C

Semiannual Report

May 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Class A, Class T, Class B,
and Class C are classes
of Fidelity® Strategic
Dividend & IncomeSM Fund

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Investment Summary

<Click Here>

A summary of the fund's investments.

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

For a free copy of the fund's proxy voting guidelines call 1-877-208-0098 or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

(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 Advisor fund, including charges and expenses, contact your investment professional for a free prospectus. Read it carefully before you invest or send money.

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Summary

Top Ten Investments as of May 31, 2004

(excluding cash equivalents)

% of fund's
net assets

El Paso Tennessee Pipeline Co. Series A, 8.25%

1.8

Bank of America Corp.

1.7

Exxon Mobil Corp.

1.6

American International Group, Inc.

1.6

Tyco International Ltd.

1.5

CenturyTel, Inc. 6.875% ACES

1.3

Citigroup, Inc.

1.3

ChevronTexaco Corp.

1.0

Fannie Mae Series L, 5.125%

1.0

SBC Communications, Inc.

1.0

13.8

Top Five Market Sectors as of May 31, 2004

% of fund's
net assets

Financials

33.5

Health Care

10.5

Energy

9.8

Consumer Discretionary

9.5

Information Technology

8.8

Asset Allocation (% of fund's net assets)

As of May 31, 2004 *

Convertible
Bonds 13.4%

Common Stocks 67.5%

Preferred Stocks 17.7%

Short-Term
Investments and
Net Other Assets 1.4%

* Foreign
investments

3.3%



Semiannual Report

Investments May 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Convertible Bonds - 13.4%

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 0.4%

Media - 0.4%

Interpublic Group of Companies, Inc. 4.5% 3/15/23

$ 1,200,000

$ 1,697,520

ENERGY - 1.1%

Oil & Gas - 1.1%

El Paso Corp. 0% 2/28/21

4,470,000

2,095,313

Evergreen Resources, Inc. 4.75% 12/15/21

1,430,000

2,237,950

4,333,263

FINANCIALS - 1.5%

Capital Markets - 0.5%

Merrill Lynch & Co., Inc. liquid yield option note 0% 3/13/32

2,110,000

2,160,218

Consumer Finance - 0.5%

American Express Co. 1.85% 12/1/33 (c)(d)

1,800,000

1,953,000

Diversified Financial Services - 0.5%

Tyco International Group SA yankee 3.125% 1/15/23

1,310,000

2,002,073

TOTAL FINANCIALS

6,115,291

HEALTH CARE - 5.4%

Biotechnology - 2.6%

BioMarin Pharmaceutical, Inc. 3.5% 6/15/08

2,190,000

1,938,150

Enzon Pharmaceuticals, Inc. 4.5% 7/1/08

2,160,000

1,998,000

IDEC Pharmaceuticals Corp. liquid yield option note 0% 2/16/19

1,030,000

2,586,588

Invitrogen Corp. 2.25% 12/15/06

2,630,000

2,741,775

Serologicals Corp. 4.75% 8/15/33 (d)

770,000

1,087,471

10,351,984

Health Care Equipment & Supplies - 1.4%

Bausch & Lomb, Inc. 1.71% 8/1/23 (e)

1,200,000

1,579,020

Cooper Companies, Inc. 2.625% 7/1/23

1,480,000

2,052,612

Fisher Scientific International, Inc.:

2.5% 10/1/23 (d)

995,000

1,399,607

2.5% 10/1/23

380,000

534,523

5,565,762

Health Care Providers & Services - 0.5%

Health Management Associates, Inc. 1.5% 8/1/23

1,900,000

2,020,840

Convertible Bonds - continued

Principal
Amount

Value
(Note 1)

HEALTH CARE - continued

Pharmaceuticals - 0.9%

IVAX Corp. 1.5% 3/1/24 (d)

$ 1,750,000

$ 1,812,475

MGI Pharma, Inc. 1.6821% 3/2/24 (c)(d)

2,040,000

1,814,172

3,626,647

TOTAL HEALTH CARE

21,565,233

INFORMATION TECHNOLOGY - 2.8%

Communications Equipment - 0.5%

Comverse Technology, Inc. 0% 5/15/23

800,000

927,000

Juniper Networks, Inc. 0% 6/15/08

730,000

910,018

1,837,018

Internet Software & Services - 0.7%

Yahoo!, Inc. 0% 4/1/08

1,740,000

2,817,713

IT Services - 0.6%

DST Systems, Inc.:

4.125% 8/15/23 (d)

1,240,000

1,561,532

4.125% 8/15/23

790,000

994,847

2,556,379

Semiconductors & Semiconductor Equipment - 0.5%

Agere Systems, Inc. 6.5% 12/15/09

1,600,000

1,951,744

Software - 0.5%

Concord Communications, Inc. 3% 12/15/23 (d)

2,180,000

1,885,700

TOTAL INFORMATION TECHNOLOGY

11,048,554

MATERIALS - 0.5%

Metals & Mining - 0.5%

Inco Ltd. yankee 3.5% 3/14/52

1,290,000

1,773,750

TELECOMMUNICATION SERVICES - 1.2%

Wireless Telecommunication Services - 1.2%

Crown Castle International Corp. 4% 7/15/10

1,390,000

2,237,900

Nextel Partners, Inc. 1.5% 11/15/08

1,025,000

2,305,020

4,542,920

Convertible Bonds - continued

Principal
Amount

Value
(Note 1)

UTILITIES - 0.5%

Multi-Utilities & Unregulated Power - 0.5%

AES Corp. 4.5% 8/15/05

$ 2,190,000

$ 2,162,012

TOTAL CONVERTIBLE BONDS

(Cost $53,408,604)

53,238,543

Common Stocks - 67.5%

Shares

CONSUMER DISCRETIONARY - 7.9%

Auto Components - 0.0%

TRW Automotive Holdings Corp.

9,900

194,436

Automobiles - 0.1%

Harley-Davidson, Inc.

5,000

287,450

Hotels, Restaurants & Leisure - 1.6%

Caesars Entertainment, Inc. (a)

28,000

385,560

McDonald's Corp.

76,900

2,030,160

Orbitz, Inc. Class A

5,500

111,375

Royal Caribbean Cruises Ltd.

8,500

332,520

Starwood Hotels & Resorts Worldwide, Inc. unit

3,330

140,459

Volume Services America Holdings, Inc. Income Deposit Security

220,300

3,176,726

6,176,800

Household Durables - 0.4%

LG Electronics, Inc.

4,250

246,715

Newell Rubbermaid, Inc.

24,300

572,751

Pulte Homes, Inc.

3,600

189,900

Sony Corp. sponsored ADR

19,600

722,652

1,732,018

Internet & Catalog Retail - 0.1%

Amazon.com, Inc. (a)

7,900

381,491

Leisure Equipment & Products - 0.3%

Brunswick Corp.

6,000

243,000

Eastman Kodak Co.

24,900

651,882

Leapfrog Enterprises, Inc. Class A (a)

21,000

448,770

1,343,652

Media - 3.6%

Cablevision Systems Corp. - NY Group Class A (a)

35,700

782,544

Clear Channel Communications, Inc.

33,200

1,318,040

Cumulus Media, Inc. Class A (a)

51,700

958,518

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Media - continued

EchoStar Communications Corp. Class A (a)

3,100

$ 99,696

Emmis Communications Corp. Class A (a)

36,200

789,160

Fox Entertainment Group, Inc. Class A (a)

20,100

541,695

Grupo Televisa SA de CV sponsored ADR

14,000

591,640

Lamar Advertising Co. Class A (a)

31,700

1,295,579

Liberty Media Corp. Class A (a)

98,000

1,076,040

News Corp. Ltd. sponsored ADR

9,200

313,352

Salem Communications Corp. Class A (a)

14,900

447,000

Spanish Broadcasting System, Inc. Class A (a)

14,100

136,065

The DIRECTV Group, Inc. (a)

40,600

714,966

Time Warner, Inc. (a)

95,400

1,625,616

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

41,800

1,542,002

Walt Disney Co.

73,300

1,720,351

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

10,600

266,908

14,219,172

Multiline Retail - 0.4%

99 Cents Only Stores (a)

12,000

232,920

JCPenney Co., Inc.

18,000

644,040

Kohl's Corp. (a)

4,600

218,776

Saks, Inc.

22,700

340,727

1,436,463

Specialty Retail - 1.4%

American Eagle Outfitters, Inc. (a)

18,466

534,775

Gap, Inc.

48,800

1,178,520

Home Depot, Inc.

50,700

1,821,144

Office Depot, Inc. (a)

42,600

696,084

Sonic Automotive, Inc. Class A

8,498

186,531

Toys 'R' Us, Inc. (a)

55,400

870,888

Weight Watchers International, Inc. (a)

7,000

243,950

5,531,892

TOTAL CONSUMER DISCRETIONARY

31,303,374

CONSUMER STAPLES - 2.4%

Beverages - 0.5%

Anheuser-Busch Companies, Inc.

10,200

543,354

PepsiCo, Inc.

24,000

1,280,880

The Coca-Cola Co.

5,200

267,020

2,091,254

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER STAPLES - continued

Food & Staples Retailing - 0.4%

Safeway, Inc. (a)

30,000

$ 676,800

Wal-Mart Stores, Inc.

14,500

808,085

1,484,885

Food Products - 0.2%

Del Monte Foods Co. (a)

16,000

164,320

Interstate Bakeries Corp.

30,200

317,100

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

3,300

116,985

598,405

Household Products - 0.9%

Clorox Co.

4,300

225,148

Colgate-Palmolive Co.

11,500

657,800

Procter & Gamble Co.

24,900

2,684,718

3,567,666

Personal Products - 0.3%

Gillette Co.

28,200

1,215,138

Tobacco - 0.1%

Altria Group, Inc.

11,100

532,467

TOTAL CONSUMER STAPLES

9,489,815

ENERGY - 6.1%

Energy Equipment & Services - 2.0%

Baker Hughes, Inc.

46,500

1,582,395

BJ Services Co. (a)

13,900

582,271

ENSCO International, Inc.

63,100

1,680,984

GlobalSantaFe Corp.

30,000

753,900

Halliburton Co.

21,000

609,840

Pride International, Inc. (a)

21,000

330,120

Rowan Companies, Inc. (a)

11,100

243,978

Transocean, Inc. (a)

43,100

1,152,063

Varco International, Inc. (a)

18,598

375,680

Weatherford International Ltd. (a)

15,600

647,556

7,958,787

Oil & Gas - 4.1%

Amerada Hess Corp.

6,500

458,835

Apache Corp.

7,000

282,520

Burlington Resources, Inc.

10,800

722,952

ChevronTexaco Corp.

45,900

4,149,360

ConocoPhillips

17,400

1,275,942

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Encore Acquisition Co. (a)

15,000

$ 421,500

Exxon Mobil Corp.

146,800

6,349,100

Giant Industries, Inc. (a)

6,000

112,320

Occidental Petroleum Corp.

23,700

1,047,540

Pioneer Natural Resources Co.

8,500

263,075

Premcor, Inc. (a)

16,500

604,395

Valero Energy Corp.

7,500

495,825

16,183,364

TOTAL ENERGY

24,142,151

FINANCIALS - 24.1%

Capital Markets - 2.6%

Bear Stearns Companies, Inc.

10,200

826,812

J.P. Morgan Chase & Co.

35,700

1,315,188

Lehman Brothers Holdings, Inc.

14,100

1,066,665

Merrill Lynch & Co., Inc.

68,100

3,868,080

Morgan Stanley

63,100

3,376,481

10,453,226

Commercial Banks - 4.2%

Bank of America Corp.

80,057

6,655,138

Bank One Corp.

57,200

2,771,340

East West Bancorp, Inc.

9,400

570,298

Fifth Third Bancorp

18,000

977,220

National Commerce Financial Corp.

10,000

325,400

UCBH Holdings, Inc.

14,400

546,336

Valley National Bancorp

2,315

59,056

Wachovia Corp.

58,900

2,780,669

Wells Fargo & Co.

30,000

1,764,000

16,449,457

Consumer Finance - 0.2%

Capital One Financial Corp.

8,080

566,085

MBNA Corp.

12,200

309,880

875,965

Diversified Financial Services - 1.4%

CIT Group, Inc.

10,500

393,435

Citigroup, Inc.

110,900

5,149,087

5,542,522

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - 3.6%

ACE Ltd.

25,400

$ 1,045,972

AFLAC, Inc.

10,400

422,240

Allianz AG sponsored ADR

55,500

581,640

AMBAC Financial Group, Inc.

18,500

1,279,275

American International Group, Inc.

85,400

6,259,820

Bristol West Holdings, Inc.

3,300

69,135

Conseco, Inc. (a)

10,000

189,400

Hartford Financial Services Group, Inc.

11,900

786,828

Marsh & McLennan Companies, Inc.

4,700

207,364

MetLife, Inc.

22,300

792,765

Scottish Re Group Ltd.

15,000

330,000

St. Paul Travelers Companies, Inc.

7,367

292,323

UICI (a)

10,700

212,716

UnumProvident Corp.

37,300

543,088

W.R. Berkley Corp.

20,900

870,485

XL Capital Ltd. Class A

7,100

530,015

14,413,066

Real Estate - 11.1%

Apartment Investment & Management Co. Class A

34,090

984,519

Archstone-Smith Trust

14,550

422,678

AvalonBay Communities, Inc.

15,330

834,719

Boston Properties, Inc.

34,860

1,720,690

CarrAmerica Realty Corp.

20,880

612,202

Catellus Development Corp.

25,070

612,460

CBL & Associates Properties, Inc.

12,560

669,699

CenterPoint Properties Trust (SBI)

8,180

602,457

Chelsea Property Group, Inc.

4,100

225,418

Cornerstone Realty Income Trust, Inc.

25,300

207,713

Correctional Properties Trust

38,660

1,090,212

Duke Realty Corp.

42,190

1,365,268

Equity Office Properties Trust

59,510

1,603,795

Equity One, Inc.

36,550

650,590

Equity Residential (SBI)

85,670

2,522,125

Federal Realty Investment Trust (SBI)

22,380

892,962

General Growth Properties, Inc.

66,190

1,944,662

Health Care Property Investors, Inc.

33,650

808,610

Health Care REIT, Inc.

22,910

743,430

Hersha Hospitality Trust

46,700

465,132

Highwoods Properties, Inc. (SBI)

46,850

1,064,901

Home Properties of New York, Inc.

12,430

491,979

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Real Estate - continued

Host Marriott Corp. (a)

67,410

$ 826,447

Kilroy Realty Corp.

13,920

474,950

Kimco Realty Corp.

35,470

1,629,847

Liberty Property Trust (SBI)

18,650

743,949

Manufactured Home Communities, Inc.

25,050

777,803

MeriStar Hospitality Corp. (a)

156,420

993,267

Newcastle Investment Corp.

7,000

195,580

Omega Healthcare Investors, Inc.

21,330

204,341

Pan Pacific Retail Properties, Inc.

22,630

1,040,980

Plum Creek Timber Co., Inc.

29,130

912,352

Post Properties, Inc.

7,600

221,160

ProLogis

71,940

2,306,396

Public Storage, Inc.

31,020

1,426,610

Rayonier, Inc.

9,380

393,960

Reckson Associates Realty Corp.

63,250

1,645,765

Shurgard Storage Centers, Inc. Class A

9,400

352,500

Simon Property Group, Inc.

43,380

2,237,107

SL Green Realty Corp.

21,690

986,895

Taubman Centers, Inc.

15,230

339,629

The Mills Corp.

3,450

151,628

The Rouse Co.

34,490

1,574,469

Trizec Properties, Inc.

34,310

566,458

United Dominion Realty Trust, Inc. (SBI)

32,480

647,651

Ventas, Inc.

25,560

596,059

Vornado Realty Trust

42,040

2,297,486

44,079,510

Thrifts & Mortgage Finance - 1.0%

Fannie Mae

16,100

1,089,970

Freddie Mac

11,500

671,485

Golden West Financial Corp., Delaware

3,400

369,818

New York Community Bancorp, Inc.

18,200

426,244

Sovereign Bancorp, Inc.

24,200

526,350

The PMI Group, Inc.

3,000

129,510

Washington Mutual, Inc.

12,000

524,160

3,737,537

TOTAL FINANCIALS

95,551,283

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - 5.1%

Biotechnology - 0.8%

Biogen Idec, Inc. (a)

11,000

$ 683,650

BioMarin Pharmaceutical, Inc. (a)

72,000

439,920

Cephalon, Inc. (a)

4,200

226,254

ConjuChem, Inc. (a)

27,700

259,411

Genentech, Inc. (a)

12,000

717,720

MedImmune, Inc. (a)

22,900

551,203

Millennium Pharmaceuticals, Inc. (a)

22,700

338,457

3,216,615

Health Care Equipment & Supplies - 1.2%

Arrow International, Inc.

8,200

247,394

Baxter International, Inc.

88,400

2,779,296

Dade Behring Holdings, Inc. (a)

11,700

522,405

Immucor, Inc. (a)

14,500

450,660

Medtronic, Inc.

3,500

167,650

St. Jude Medical, Inc. (a)

7,500

571,950

4,739,355

Health Care Providers & Services - 0.8%

Community Health Systems, Inc. (a)

10,000

255,000

Covance, Inc. (a)

9,900

358,578

Lincare Holdings, Inc. (a)

4,300

144,523

Odyssey Healthcare, Inc. (a)

17,000

288,150

Tenet Healthcare Corp. (a)

51,000

607,920

UnitedHealth Group, Inc.

22,400

1,461,600

WebMD Corp. (a)

25,000

221,500

3,337,271

Pharmaceuticals - 2.3%

Barr Pharmaceuticals, Inc. (a)

7,000

305,340

Forest Laboratories, Inc. (a)

4,450

282,086

Johnson & Johnson

31,400

1,749,294

Merck & Co., Inc.

53,900

2,549,470

Pfizer, Inc.

29,600

1,046,064

Schering-Plough Corp.

140,700

2,377,830

Wyeth

18,200

655,200

8,965,284

TOTAL HEALTH CARE

20,258,525

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - 8.0%

Aerospace & Defense - 2.0%

Boeing Co.

19,500

$ 893,100

Bombardier, Inc. Class B (sub. vtg.)

29,200

98,016

Embraer - Empresa Brasileira de Aeronautica SA sponsored ADR

11,900

302,974

Honeywell International, Inc.

105,600

3,558,720

Lockheed Martin Corp.

23,900

1,184,006

Northrop Grumman Corp.

4,200

433,146

Precision Castparts Corp.

6,800

318,852

Raytheon Co.

26,000

864,500

United Defense Industries, Inc. (a)

10,400

347,360

8,000,674

Air Freight & Logistics - 0.1%

Expeditors International of Washington, Inc.

13,000

590,720

Airlines - 0.4%

AirTran Holdings, Inc. (a)

47,000

654,240

Southwest Airlines Co.

73,100

1,133,781

1,788,021

Building Products - 0.4%

Masco Corp.

50,900

1,473,555

Trex Co., Inc. (a)

4,000

145,320

1,618,875

Commercial Services & Supplies - 1.6%

Avery Dennison Corp.

14,500

856,080

Casella Waste Systems, Inc. Class A (a)

22,000

307,560

Cendant Corp.

77,700

1,782,438

Cintas Corp.

11,200

508,256

Monster Worldwide, Inc. (a)

8,400

212,604

On Assignment, Inc. (a)

20,000

117,400

Robert Half International, Inc.

59,800

1,673,204

ServiceMaster Co.

18,000

218,880

Waste Management, Inc.

19,800

569,448

6,245,870

Construction & Engineering - 0.4%

Chicago Bridge & Iron Co. NV

26,671

770,792

Fluor Corp.

15,100

610,342

MasTec, Inc. (a)

20,000

85,400

1,466,534

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Electrical Equipment - 0.2%

FuelCell Energy, Inc. (a)

15,000

$ 238,050

Rockwell Automation, Inc.

12,000

406,320

644,370

Industrial Conglomerates - 2.6%

3M Co.

6,800

575,008

General Electric Co.

123,800

3,852,656

Tyco International Ltd.

189,900

5,847,021

10,274,685

Machinery - 0.2%

AGCO Corp. (a)

15,000

287,400

SPX Corp.

14,200

620,824

908,224

Road & Rail - 0.1%

Overnite Corp.

10,000

261,400

TOTAL INDUSTRIALS

31,799,373

INFORMATION TECHNOLOGY - 6.0%

Communications Equipment - 1.0%

Brocade Communications Systems, Inc. (a)

32,600

195,274

Cisco Systems, Inc. (a)

26,300

582,545

Foundry Networks, Inc. (a)

43,000

530,620

Lucent Technologies, Inc. (a)

170,000

606,900

McDATA Corp. Class A (a)

25,600

121,600

Motorola, Inc.

61,800

1,221,786

Telefonaktiebolaget LM Ericsson ADR (a)

18,600

519,870

3,778,595

Computers & Peripherals - 1.3%

Diebold, Inc.

4,500

221,085

Hewlett-Packard Co.

61,900

1,314,756

Hutchinson Technology, Inc. (a)

14,700

388,227

International Business Machines Corp.

32,900

2,914,611

Western Digital Corp. (a)

20,200

184,628

5,023,307

Electronic Equipment & Instruments - 1.0%

Agilent Technologies, Inc. (a)

4,000

102,800

Flextronics International Ltd. (a)

15,000

263,400

PerkinElmer, Inc.

14,600

284,846

Solectron Corp. (a)

134,106

737,583

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Thermo Electron Corp. (a)

22,200

$ 683,316

Waters Corp. (a)

43,200

1,990,656

4,062,601

Internet Software & Services - 0.2%

Yahoo!, Inc. (a)

27,100

830,886

IT Services - 0.2%

Affiliated Computer Services, Inc. Class A (a)

10,000

498,200

BearingPoint, Inc. (a)

15,900

136,422

The BISYS Group, Inc. (a)

14,700

185,955

820,577

Office Electronics - 0.2%

Xerox Corp. (a)

47,000

636,380

Semiconductors & Semiconductor Equipment - 1.3%

Agere Systems, Inc.:

Class A (a)

75,000

190,500

Class B (a)

58,700

143,815

Cabot Microelectronics Corp. (a)

8,000

249,200

FormFactor, Inc.

5,300

99,640

Intel Corp.

19,800

565,290

Intersil Corp. Class A

7,400

157,250

KLA-Tencor Corp. (a)

25,000

1,204,500

Micron Technology, Inc. (a)

23,000

345,690

National Semiconductor Corp. (a)

11,000

238,370

Novellus Systems, Inc. (a)

50,400

1,677,816

PMC-Sierra, Inc. (a)

22,000

310,200

5,182,271

Software - 0.8%

BEA Systems, Inc. (a)

38,100

328,803

Microsoft Corp.

107,500

2,832,625

Siebel Systems, Inc. (a)

20,000

216,000

3,377,428

TOTAL INFORMATION TECHNOLOGY

23,712,045

MATERIALS - 4.1%

Chemicals - 1.7%

Dow Chemical Co.

63,500

2,533,650

E.I. du Pont de Nemours & Co.

45,700

1,974,240

Ecolab, Inc.

8,100

247,131

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Chemicals - continued

Headwaters, Inc. (a)

10,000

$ 209,000

Lyondell Chemical Co.

38,700

639,324

Millennium Chemicals, Inc.

44,772

760,229

Olin Corp.

16,900

278,005

6,641,579

Containers & Packaging - 0.8%

Ball Corp.

4,500

307,395

Bemis Co., Inc.

17,100

471,105

Owens-Illinois, Inc. (a)

61,500

912,045

Packaging Corp. of America

27,000

634,500

Sealed Air Corp. (a)

7,300

366,971

Smurfit-Stone Container Corp. (a)

33,500

608,360

3,300,376

Metals & Mining - 1.3%

Alcoa, Inc.

18,000

563,400

Companhia Vale do Rio Doce sponsored ADR

5,700

288,990

Freeport-McMoRan Copper & Gold, Inc. Class B

15,000

504,450

GrafTech International Ltd. (a)

15,000

142,500

Massey Energy Co.

30,300

745,986

Metals USA, Inc. (a)

14,800

220,520

Newmont Mining Corp.

11,800

468,578

Nucor Corp.

27,800

1,830,630

Phelps Dodge Corp. (a)

8,000

543,200

5,308,254

Paper & Forest Products - 0.3%

Bowater, Inc.

19,600

827,708

Weyerhaeuser Co.

5,000

302,400

1,130,108

TOTAL MATERIALS

16,380,317

TELECOMMUNICATION SERVICES - 2.4%

Diversified Telecommunication Services - 2.0%

Cincinnati Bell, Inc. (a)

55,000

226,600

Citizens Communications Co. (a)

7,800

99,060

Covad Communications Group, Inc. (a)

245,800

528,470

SBC Communications, Inc.

164,000

3,886,800

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telefonos de Mexico SA de CV sponsored ADR

14,000

$ 470,960

Verizon Communications, Inc.

76,200

2,634,996

7,846,886

Wireless Telecommunication Services - 0.4%

Crown Castle International Corp. (a)

37,200

547,956

Nextel Communications, Inc. Class A (a)

18,600

430,218

Nextel Partners, Inc. Class A (a)

20,000

326,200

Western Wireless Corp. Class A (a)

5,800

158,804

1,463,178

TOTAL TELECOMMUNICATION SERVICES

9,310,064

UTILITIES - 1.4%

Electric Utilities - 1.1%

Entergy Corp.

20,700

1,130,427

FirstEnergy Corp.

18,100

705,900

PG&E Corp. (a)

20,300

578,550

PPL Corp.

7,000

302,050

Southern Co.

16,200

468,504

TXU Corp.

18,900

706,293

Westar Energy, Inc.

25,000

493,000

Xcel Energy, Inc.

7,500

127,425

4,512,149

Multi-Utilities & Unregulated Power - 0.3%

AES Corp. (a)

53,600

500,624

Calpine Corp. (a)

73,500

278,565

Public Service Enterprise Group, Inc.

5,000

210,800

989,989

TOTAL UTILITIES

5,502,138

TOTAL COMMON STOCKS

(Cost $269,108,644)

267,449,085

Preferred Stocks - 17.7%

Shares

Value (Note 1)

Convertible Preferred Stocks - 5.4%

CONSUMER DISCRETIONARY - 1.2%

Hotels, Restaurants & Leisure - 0.4%

Six Flags, Inc. 7.25% PIERS

82,700

$ 1,749,105

Media - 0.3%

Emmis Communications Corp. Series A, 6.25%

10,100

462,782

Radio One, Inc. 6.50%

470

495,116

957,898

Specialty Retail - 0.5%

Toys 'R' US, Inc. 6.25%

44,600

2,000,310

TOTAL CONSUMER DISCRETIONARY

4,707,313

ENERGY - 0.8%

Oil & Gas - 0.8%

Chesapeake Energy Corp. 6.75%

11,700

1,031,794

Valero Energy Corp. 2.00%

61,700

2,020,675

3,052,469

FINANCIALS - 0.9%

Diversified Financial Services - 0.9%

AES Trust VII 6.00%

80,100

3,584,475

INDUSTRIALS - 0.2%

Road & Rail - 0.2%

Kansas City Southern 4.25%

1,370

731,553

MATERIALS - 1.0%

Containers & Packaging - 0.8%

Owens-Illinois, Inc. 4.75%

99,210

2,986,221

Metals & Mining - 0.2%

Freeport-McMoRan Copper & Gold, Inc. 5.50% (d)

1,050

948,413

TOTAL MATERIALS

3,934,634

TELECOMMUNICATION SERVICES - 1.3%

Diversified Telecommunication Services - 1.3%

CenturyTel, Inc. 6.875% ACES

210,200

5,243,859

TOTAL CONVERTIBLE PREFERRED STOCKS

21,254,303

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - 12.3%

ENERGY - 1.8%

Oil & Gas - 1.8%

El Paso Tennessee Pipeline Co. Series A, 8.25%

164,900

$ 7,255,592

FINANCIALS - 7.0%

Capital Markets - 1.3%

Bear Stearns Companies, Inc.:

Series E, 6.155%

15,000

765,000

Series G, 5.49%

15,000

695,250

J.P. Morgan Chase & Co. (depositary shares) Series H, 6.625%

6,530

345,241

Lehman Brothers Holdings, Inc. (depositary shares) Series F, 6.50%

136,750

3,528,150

5,333,641

Commercial Banks - 0.2%

Banco Santander Central Hispano SA 6.41% (d)

31,400

788,925

Consumer Finance - 0.6%

SLM Corp. Series A, 6.97%

43,400

2,311,050

Diversified Financial Services - 0.7%

ABN Amro Capital Funding Trust VII 6.08%

60,400

1,404,904

EIX Trust II Series B, 8.60%

19,600

493,920

Heco Capital Trust III 6.50%

12,000

298,800

RC Trust I 7.00%

9,680

511,913

2,709,537

Real Estate - 1.1%

Apartment Investment & Management Co. Series U, 7.75%

39,000

910,260

Duke Realty Corp. (depositary shares) Series K, 6.50%

74,800

1,705,440

Glimcher Realty Trust Series G, 8.125%

51,200

1,262,080

Host Marriott Corp. Series E, 8.875%

20,000

500,000

4,377,780

Thrifts & Mortgage Finance - 3.1%

Fannie Mae:

Series H, 5.81%

29,200

1,460,000

Series L, 5.125%

90,900

4,081,410

Series N, 5.50%

71,650

3,439,200

Freddie Mac:

Series H, 5.10%

10,300

449,595

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Freddie Mac: - continued

Series O, 5.81%

19,500

$ 994,695

Series R, 5.70%

37,300

1,841,128

12,266,028

TOTAL FINANCIALS

27,786,961

MATERIALS - 0.3%

Chemicals - 0.2%

E.I. du Pont de Nemours & Co. Series B, 4.50%

9,900

836,550

Metals & Mining - 0.1%

Alcoa, Inc. 3.75%

6,400

494,400

TOTAL MATERIALS

1,330,950

UTILITIES - 3.2%

Electric Utilities - 3.2%

Alabama Power Co. 5.30%

88,600

2,055,520

Consolidated Edison Co. of New York, Inc. Series A, 5.00%

28,705

2,382,515

Duquesne Light Co. 6.50%

69,950

3,462,525

FPL Group Capital Trust I 5.875%

20,000

475,000

Monongahela Power Co. Series L, 7.73%

10,800

1,004,400

Southern California Edison Co.:

4.78%

46,500

836,070

Series B, 4.08%

27,271

455,426

Series C, 4.24%

43,300

742,595

Series D, 4.32%

70,000

1,200,500

12,614,551

TOTAL NONCONVERTIBLE PREFERRED STOCKS

48,988,054

TOTAL PREFERRED STOCKS

(Cost $73,799,839)

70,242,357

Money Market Funds - 1.6%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 1.09% (b)

5,587,577

$ 5,587,577

Fidelity Securities Lending Cash Central Fund, 1.08% (b)

552,075

552,075

TOTAL MONEY MARKET FUNDS

(Cost $6,139,652)

6,139,652

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $402,456,739)

397,069,637

NET OTHER ASSETS - (0.2)%

(617,097)

NET ASSETS - 100%

$ 396,452,540

Security Type Abbreviations

ACES

-

Automatic Common Exchange Securities

PIERS

-

Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(d) 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 $13,251,295 or 3.3% of net assets.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (ratings are unaudited):

AAA,AA,A

1.0%

BBB

0.9%

BB

3.0%

B

2.1%

CCC,CC,C

1.6%

Not Rated

4.8%

Equities

85.2%

Short-Term Investments and Net Other Assets

1.4%

100.0%

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

Purchases and sales of securities, other than short-term securities, aggregated $473,765,098 and $72,537,906, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $29,973 for the period.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

May 31, 2004 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $553,005) (cost $402,456,739) - See accompanying schedule

$ 397,069,637

Receivable for investments sold

1,914,636

Receivable for fund shares sold

869,178

Dividends receivable

430,779

Interest receivable

418,936

Prepaid expenses

51,654

Other receivables

32,970

Total assets

400,787,790

Liabilities

Payable for investments purchased

$ 2,958,072

Payable for fund shares redeemed

392,768

Accrued management fee

210,584

Distribution fees payable

29,331

Other affiliated payables

81,043

Other payables and accrued expenses

111,377

Collateral on securities loaned, at value

552,075

Total liabilities

4,335,250

Net Assets

$ 396,452,540

Net Assets consist of:

Paid in capital

$ 404,987,369

Undistributed net investment income

1,520,040

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

(4,667,775)

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

(5,387,094)

Net Assets

$ 396,452,540

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

May 31, 2004 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($14,148,420 ÷ 1,385,821 shares)

$ 10.21

Maximum offering price per share (100/94.25 of $10.21)

$ 10.83

Class T:
Net Asset Value
and redemption price per share ($17,465,948 ÷ 1,711,820 shares)

$ 10.20

Maximum offering price per share (100/96.50 of $10.20)

$ 10.57

Class B:
Net Asset Value
and offering price per share ($8,316,340 ÷ 816,493 shares)A

$ 10.19

Class C:
Net Asset Value
and offering price per share ($18,734,629 ÷ 1,839,312 shares)A

$ 10.19

Strategic Dividend & Income:
Net Asset Value
, offering price and redemption price per share ($334,904,915 ÷ 32,766,139 shares)

$ 10.22

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($2,882,288 ÷ 282,182 shares)

$ 10.21

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Statement of Operations

For the period December 23, 2003 (commencement of operations) to May 31, 2004 (Unaudited)

Investment Income

Dividends

$ 2,768,144

Interest

424,753

Security lending

2,136

Total income

3,195,033

Expenses

Management fee

$ 702,706

Transfer agent fees

281,959

Distribution fees

88,195

Accounting and security lending fees

51,650

Non-interested trustees' compensation

396

Custodian fees and expenses

52,683

Registration fees

92,953

Audit

16,326

Legal

60

Miscellaneous

170

Total expenses before reductions

1,287,098

Expense reductions

(71,320)

1,215,778

Net investment income (loss)

1,979,255

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(4,669,144)

Foreign currency transactions

1,369

Total net realized gain (loss)

(4,667,775)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(5,387,102)

Assets and liabilities in foreign currencies

8

Total change in net unrealized appreciation (depreciation)

(5,387,094)

Net gain (loss)

(10,054,869)

Net increase (decrease) in net assets resulting from operations

$ (8,075,614)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

For the period
December 23, 2003
(commencement
of operations) to
May 31, 2004
(Unaudited)

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 1,979,255

Net realized gain (loss)

(4,667,775)

Change in net unrealized appreciation (depreciation)

(5,387,094)

Net increase (decrease) in net assets resulting
from operations

(8,075,614)

Distributions to shareholders from net investment income

(459,215)

Share transactions - net increase (decrease)

404,987,369

Total increase (decrease) in net assets

396,452,540

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $1,520,040)

$ 396,452,540

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

Semiannual Report

Financial Highlights - Class A

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.06

Net realized and unrealized gain (loss)

.17 F

Total from investment operations

.23

Distributions from net investment income

(.02)

Net asset value, end of period

$ 10.21

Total Return B,C,D

2.24%

Ratios to Average Net Assets H

Expenses before expense reductions

1.26%A

Expenses net of voluntary waivers, if any

1.20%A

Expenses net of all reductions

1.17% A

Net investment income (loss)

1.44% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 14,148

Portfolio turnover rate

61% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class T

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.05

Net realized and unrealized gain (loss)

.16F

Total from investment operations

.21

Distributions from net investment income

(.01)

Net asset value, end of period

$ 10.20

Total ReturnB,C,D

2.10%

Ratios to Average Net AssetsH

Expenses before expense reductions

1.51%A

Expenses net of voluntary waivers, if any

1.45%A

Expenses net of all reductions

1.42%A

Net investment income (loss)

1.19%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 17,466

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class B

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.03

Net realized and unrealized gain (loss)

.17F

Total from investment operations

.20

Distributions from net investment income

(.01)

Net asset value, end of period

$ 10.19

Total ReturnB,C,D

1.95%

Ratios to Average Net AssetsH

Expenses before expense reductions

2.04%A

Expenses net of voluntary waivers, if any

1.95%A

Expenses net of all reductions

1.92%A

Net investment income (loss)

.69%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,316

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class C

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.03

Net realized and unrealized gain (loss)

.17F

Total from investment operations

.20

Distributions from net investment income

(.01)

Net asset value, end of period

$ 10.19

Total ReturnB,C,D

1.95%

Ratios to Average Net AssetsH

Expenses before expense reductions

2.00%A

Expenses net of voluntary waivers, if any

1.95%A

Expenses net of all reductions

1.92%A

Net investment income (loss)

.70%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 18,735

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Strategic Dividend & Income

Period ended
May 31, 2004
F

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)D

.07

Net realized and unrealized gain (loss)

.17E

Total from investment operations

.24

Distributions from net investment income

(.02)

Net asset value, end of period

$ 10.22

Total ReturnB,C

2.34%

Ratios to Average Net AssetsG

Expenses before expense reductions

.98%A

Expenses net of voluntary waivers, if any

.95%A

Expenses net of all reductions

.92%A

Net investment income (loss)

1.69%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 334,905

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

F For the period December 23, 2003 (commencement of operations) to May 31, 2004.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Institutional Class

Period ended
May 31, 2004
F

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)D

.07

Net realized and unrealized gain (loss)

.16E

Total from investment operations

.23

Distributions from net investment income

(.02)

Net asset value, end of period

$ 10.21

Total ReturnB,C

2.29%

Ratios to Average Net AssetsG

Expenses before expense reductions

.97%A

Expenses net of voluntary waivers, if any

.95%A

Expenses net of all reductions

.92%A

Net investment income (loss)

1.69%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,882

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

F For the period December 23, 2003 (commencement of operations) to May 31, 2004.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2004 (Unaudited)

1. Significant Accounting Policies.

Fidelity Strategic Dividend & Income 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 (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B, Class C, Strategic Dividend & Income, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

1. Significant Accounting Policies - continued

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

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

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

The federal tax cost of investments including unrealized appreciation (depreciation) as of period end was as follows:

Unrealized appreciation

$ 11,387,054

Unrealized depreciation

(17,358,736)

Net unrealized appreciation (depreciation)

$ (5,971,682)

Cost for federal income tax purposes

$ 403,041,319

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Restricted Securities. The fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

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

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .57% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 8,385

$ 1,044

Class T

.25%

.25%

19,894

2,134

Class B

.75%

.25%

18,667

15,072

Class C

.75%

.25%

41,249

33,233

$ 88,195

$ 51,483

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 60,335

Class T

26,761

Class B*

1,657

Class C*

1,693

$ 90,446

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Strategic Dividend & Income. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, , is the transfer agent for Strategic Dividend & Income shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FIIOC or FSC were as follows:

Amount

% of
Average
Net Assets

Class A

$ 9,057

.27*

Class T

10,824

.27*

Class B

5,419

.29*

Class C

11,107

.27*

Strategic Dividend & Income

243,794

.23*

Institutional Class

1,758

.19*

$ 281,959

* Annualized

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $39,008 for the period.

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

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

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

7. Expense Reductions.

Effective December 23, 2003, FMR agreed to reimburse each class to the extent operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

1.20%

$ 1,967

Class T

1.45%

2,370

Class B

1.95%

1,696

Class C

1.95%

2,299

Strategic Dividend & Income

.95%

28,989

Institutional Class

.95%

184

$ 37,505

Semiannual Report

7. Expense Reductions - continued

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $32,350 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $1,465.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

For the period
December 23, 2003
(commencement
of operations) to
May 31, 2004

From net investment income

Class A

$ 10,278

Class T

8,648

Class B

1,881

Class C

4,276

Strategic Dividend & Income

430,123

Institutional Class

4,009

Total

$ 459,215

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

For the period
December 23, 2003
(commencement
of operations) to
May 31, 2004

For the period
December 23, 2003
(commencement
of operations) to May 31, 2004

Class A

Shares sold

1,470,027

$ 15,212,108

Reinvestment of distributions

671

7,171

Shares redeemed

(84,877)

(863,448)

Net increase (decrease)

1,385,821

$ 14,355,831

Class T

Shares sold

1,734,620

$ 17,977,006

Reinvestment of distributions

584

6,236

Shares redeemed

(23,384)

(238,262)

Net increase (decrease)

1,711,820

$ 17,744,980

Class B

Shares sold

839,815

$ 8,642,138

Reinvestment of distributions

118

1,255

Shares redeemed

(23,440)

(238,135)

Net increase (decrease)

816,493

$ 8,405,258

Class C

Shares sold

1,863,966

$ 19,253,693

Reinvestment of distributions

266

2,843

Shares redeemed

(24,920)

(252,395)

Net increase (decrease)

1,839,312

$ 19,004,141

Strategic Dividend & Income

Shares sold

39,208,484

$ 408,802,215

Reinvestment of distributions

36,183

386,431

Shares redeemed

(6,478,528)

(66,603,303)

Net increase (decrease)

32,766,139

$ 342,585,343

Institutional Class

Shares sold

292,166

$ 2,993,335

Reinvestment of distributions

218

2,327

Shares redeemed

(10,202)

(103,846)

Net increase (decrease)

282,182

$ 2,891,816

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

Semiannual Report

Fidelity Advisor Aggressive Growth Fund

Fidelity Advisor Asset Allocation Fund

Fidelity Advisor Balanced Fund

Fidelity Advisor Biotechnology Fund

Fidelity Advisor California Municipal Income Fund

Fidelity Advisor Consumer Industries Fund

Fidelity Advisor Cyclical Industries Fund

Fidelity Advisor Developing Communications Fund

Fidelity Advisor Diversified International Fund

Fidelity Advisor Dividend Growth Fund

Fidelity Advisor Dynamic Capital
Appreciation Fund

Fidelity Advisor Electronics Fund

Fidelity Advisor Emerging Asia Fund

Fidelity Advisor Emerging Markets Fund

Fidelity Advisor Emerging Markets Income Fund

Fidelity Advisor Equity Growth Fund

Fidelity Advisor Equity Income Fund

Fidelity Advisor Equity Value Fund

Fidelity Advisor Europe Capital
Appreciation Fund

Fidelity Advisor Fifty Fund

Fidelity Advisor Financial Services Fund

Fidelity Advisor Floating Rate High Income Fund

Fidelity Advisor Freedom Income, 2005, 2010, 2015, 2020, 2025, 2030, 2035, 2040 FundsSM

Fidelity Advisor Global Equity Fund

Fidelity Advisor Government Investment Fund

Fidelity Advisor Growth & Income Fund

Fidelity Advisor Growth Opportunities Fund

Fidelity Advisor Health Care Fund

Fidelity Advisor High Income Advantage Fund

Fidelity Advisor High Income Fund

Fidelity Advisor Inflation-Protected Bond Fund

Fidelity Advisor Intermediate Bond Fund

Fidelity Advisor International Capital Appreciation Fund

Fidelity Advisor International
Small Cap Fund

Fidelity Advisor Investment Grade Bond Fund

Fidelity Advisor Japan Fund

Fidelity Advisor Korea Fund

Fidelity Advisor Large Cap Fund

Fidelity Advisor Latin America Fund

Fidelity Advisor Leveraged Company Stock Fund

Fidelity Advisor Mid Cap Fund

Fidelity Advisor Mortgage Securities Fund

Fidelity Advisor Municipal Income Fund

Fidelity Advisor Natural Resources Fund

Fidelity Advisor New Insights Fund

Fidelity Advisor New York Municipal
Income Fund

Fidelity Advisor Overseas Fund

Fidelity Advisor Real Estate Fund

Fidelity Advisor Short Fixed-Income Fund

Fidelity Advisor Short Intermediate Municipal Income Fund

Fidelity Advisor Small Cap Fund

Fidelity Advisor Strategic Dividend &
Income Fund

Fidelity Advisor Strategic Growth Fund

Fidelity Advisor Strategic Income Fund

Fidelity Advisor Tax Managed Stock Fund

Fidelity Advisor Technology Fund

Fidelity Advisor Telecommunications &
Utilities Growth Fund

Fidelity Advisor Total Bond Fund

Fidelity Advisor Ultra-Short Bond Fund

Fidelity Advisor Value Fund

Fidelity Advisor Value Leaders Fund

Fidelity Advisor Value Strategies Fund

Prime Fund

Tax-Exempt Fund

Treasury Fund

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

ASDI-USAN-0704
1.802528.100

Fidelity Advisor

Strategic Dividend & Income

Fund - Institutional Class

Semiannual Report

May 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Institutional Class
is a class of Fidelity®
Strategic Dividend &
IncomeSM Fund

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Investment Summary

<Click Here>

A summary of the fund's investments.

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

For a free copy of the fund's proxy voting guidelines call 1-877-208-0098 or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

(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 Advisor fund, including charges and expenses, contact your investment professional for a free prospectus. Read it carefully before you invest or send money.

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Summary

Top Ten Investments as of May 31, 2004

(excluding cash equivalents)

% of fund's
net assets

El Paso Tennessee Pipeline Co. Series A, 8.25%

1.8

Bank of America Corp.

1.7

Exxon Mobil Corp.

1.6

American International Group, Inc.

1.6

Tyco International Ltd.

1.5

CenturyTel, Inc. 6.875% ACES

1.3

Citigroup, Inc.

1.3

ChevronTexaco Corp.

1.0

Fannie Mae Series L, 5.125%

1.0

SBC Communications, Inc.

1.0

13.8

Top Five Market Sectors as of May 31, 2004

% of fund's
net assets

Financials

33.5

Health Care

10.5

Energy

9.8

Consumer Discretionary

9.5

Information Technology

8.8

Asset Allocation (% of fund's net assets)

As of May 31, 2004 *

Convertible
Bonds 13.4%

Common Stocks 67.5%

Preferred Stocks 17.7%

Short-Term
Investments and
Net Other Assets 1.4%

* Foreign
investments

3.3%



Semiannual Report

Investments May 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Convertible Bonds - 13.4%

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 0.4%

Media - 0.4%

Interpublic Group of Companies, Inc. 4.5% 3/15/23

$ 1,200,000

$ 1,697,520

ENERGY - 1.1%

Oil & Gas - 1.1%

El Paso Corp. 0% 2/28/21

4,470,000

2,095,313

Evergreen Resources, Inc. 4.75% 12/15/21

1,430,000

2,237,950

4,333,263

FINANCIALS - 1.5%

Capital Markets - 0.5%

Merrill Lynch & Co., Inc. liquid yield option note 0% 3/13/32

2,110,000

2,160,218

Consumer Finance - 0.5%

American Express Co. 1.85% 12/1/33 (c)(d)

1,800,000

1,953,000

Diversified Financial Services - 0.5%

Tyco International Group SA yankee 3.125% 1/15/23

1,310,000

2,002,073

TOTAL FINANCIALS

6,115,291

HEALTH CARE - 5.4%

Biotechnology - 2.6%

BioMarin Pharmaceutical, Inc. 3.5% 6/15/08

2,190,000

1,938,150

Enzon Pharmaceuticals, Inc. 4.5% 7/1/08

2,160,000

1,998,000

IDEC Pharmaceuticals Corp. liquid yield option note 0% 2/16/19

1,030,000

2,586,588

Invitrogen Corp. 2.25% 12/15/06

2,630,000

2,741,775

Serologicals Corp. 4.75% 8/15/33 (d)

770,000

1,087,471

10,351,984

Health Care Equipment & Supplies - 1.4%

Bausch & Lomb, Inc. 1.71% 8/1/23 (e)

1,200,000

1,579,020

Cooper Companies, Inc. 2.625% 7/1/23

1,480,000

2,052,612

Fisher Scientific International, Inc.:

2.5% 10/1/23 (d)

995,000

1,399,607

2.5% 10/1/23

380,000

534,523

5,565,762

Health Care Providers & Services - 0.5%

Health Management Associates, Inc. 1.5% 8/1/23

1,900,000

2,020,840

Convertible Bonds - continued

Principal
Amount

Value
(Note 1)

HEALTH CARE - continued

Pharmaceuticals - 0.9%

IVAX Corp. 1.5% 3/1/24 (d)

$ 1,750,000

$ 1,812,475

MGI Pharma, Inc. 1.6821% 3/2/24 (c)(d)

2,040,000

1,814,172

3,626,647

TOTAL HEALTH CARE

21,565,233

INFORMATION TECHNOLOGY - 2.8%

Communications Equipment - 0.5%

Comverse Technology, Inc. 0% 5/15/23

800,000

927,000

Juniper Networks, Inc. 0% 6/15/08

730,000

910,018

1,837,018

Internet Software & Services - 0.7%

Yahoo!, Inc. 0% 4/1/08

1,740,000

2,817,713

IT Services - 0.6%

DST Systems, Inc.:

4.125% 8/15/23 (d)

1,240,000

1,561,532

4.125% 8/15/23

790,000

994,847

2,556,379

Semiconductors & Semiconductor Equipment - 0.5%

Agere Systems, Inc. 6.5% 12/15/09

1,600,000

1,951,744

Software - 0.5%

Concord Communications, Inc. 3% 12/15/23 (d)

2,180,000

1,885,700

TOTAL INFORMATION TECHNOLOGY

11,048,554

MATERIALS - 0.5%

Metals & Mining - 0.5%

Inco Ltd. yankee 3.5% 3/14/52

1,290,000

1,773,750

TELECOMMUNICATION SERVICES - 1.2%

Wireless Telecommunication Services - 1.2%

Crown Castle International Corp. 4% 7/15/10

1,390,000

2,237,900

Nextel Partners, Inc. 1.5% 11/15/08

1,025,000

2,305,020

4,542,920

Convertible Bonds - continued

Principal
Amount

Value
(Note 1)

UTILITIES - 0.5%

Multi-Utilities & Unregulated Power - 0.5%

AES Corp. 4.5% 8/15/05

$ 2,190,000

$ 2,162,012

TOTAL CONVERTIBLE BONDS

(Cost $53,408,604)

53,238,543

Common Stocks - 67.5%

Shares

CONSUMER DISCRETIONARY - 7.9%

Auto Components - 0.0%

TRW Automotive Holdings Corp.

9,900

194,436

Automobiles - 0.1%

Harley-Davidson, Inc.

5,000

287,450

Hotels, Restaurants & Leisure - 1.6%

Caesars Entertainment, Inc. (a)

28,000

385,560

McDonald's Corp.

76,900

2,030,160

Orbitz, Inc. Class A

5,500

111,375

Royal Caribbean Cruises Ltd.

8,500

332,520

Starwood Hotels & Resorts Worldwide, Inc. unit

3,330

140,459

Volume Services America Holdings, Inc. Income Deposit Security

220,300

3,176,726

6,176,800

Household Durables - 0.4%

LG Electronics, Inc.

4,250

246,715

Newell Rubbermaid, Inc.

24,300

572,751

Pulte Homes, Inc.

3,600

189,900

Sony Corp. sponsored ADR

19,600

722,652

1,732,018

Internet & Catalog Retail - 0.1%

Amazon.com, Inc. (a)

7,900

381,491

Leisure Equipment & Products - 0.3%

Brunswick Corp.

6,000

243,000

Eastman Kodak Co.

24,900

651,882

Leapfrog Enterprises, Inc. Class A (a)

21,000

448,770

1,343,652

Media - 3.6%

Cablevision Systems Corp. - NY Group Class A (a)

35,700

782,544

Clear Channel Communications, Inc.

33,200

1,318,040

Cumulus Media, Inc. Class A (a)

51,700

958,518

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Media - continued

EchoStar Communications Corp. Class A (a)

3,100

$ 99,696

Emmis Communications Corp. Class A (a)

36,200

789,160

Fox Entertainment Group, Inc. Class A (a)

20,100

541,695

Grupo Televisa SA de CV sponsored ADR

14,000

591,640

Lamar Advertising Co. Class A (a)

31,700

1,295,579

Liberty Media Corp. Class A (a)

98,000

1,076,040

News Corp. Ltd. sponsored ADR

9,200

313,352

Salem Communications Corp. Class A (a)

14,900

447,000

Spanish Broadcasting System, Inc. Class A (a)

14,100

136,065

The DIRECTV Group, Inc. (a)

40,600

714,966

Time Warner, Inc. (a)

95,400

1,625,616

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

41,800

1,542,002

Walt Disney Co.

73,300

1,720,351

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

10,600

266,908

14,219,172

Multiline Retail - 0.4%

99 Cents Only Stores (a)

12,000

232,920

JCPenney Co., Inc.

18,000

644,040

Kohl's Corp. (a)

4,600

218,776

Saks, Inc.

22,700

340,727

1,436,463

Specialty Retail - 1.4%

American Eagle Outfitters, Inc. (a)

18,466

534,775

Gap, Inc.

48,800

1,178,520

Home Depot, Inc.

50,700

1,821,144

Office Depot, Inc. (a)

42,600

696,084

Sonic Automotive, Inc. Class A

8,498

186,531

Toys 'R' Us, Inc. (a)

55,400

870,888

Weight Watchers International, Inc. (a)

7,000

243,950

5,531,892

TOTAL CONSUMER DISCRETIONARY

31,303,374

CONSUMER STAPLES - 2.4%

Beverages - 0.5%

Anheuser-Busch Companies, Inc.

10,200

543,354

PepsiCo, Inc.

24,000

1,280,880

The Coca-Cola Co.

5,200

267,020

2,091,254

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER STAPLES - continued

Food & Staples Retailing - 0.4%

Safeway, Inc. (a)

30,000

$ 676,800

Wal-Mart Stores, Inc.

14,500

808,085

1,484,885

Food Products - 0.2%

Del Monte Foods Co. (a)

16,000

164,320

Interstate Bakeries Corp.

30,200

317,100

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

3,300

116,985

598,405

Household Products - 0.9%

Clorox Co.

4,300

225,148

Colgate-Palmolive Co.

11,500

657,800

Procter & Gamble Co.

24,900

2,684,718

3,567,666

Personal Products - 0.3%

Gillette Co.

28,200

1,215,138

Tobacco - 0.1%

Altria Group, Inc.

11,100

532,467

TOTAL CONSUMER STAPLES

9,489,815

ENERGY - 6.1%

Energy Equipment & Services - 2.0%

Baker Hughes, Inc.

46,500

1,582,395

BJ Services Co. (a)

13,900

582,271

ENSCO International, Inc.

63,100

1,680,984

GlobalSantaFe Corp.

30,000

753,900

Halliburton Co.

21,000

609,840

Pride International, Inc. (a)

21,000

330,120

Rowan Companies, Inc. (a)

11,100

243,978

Transocean, Inc. (a)

43,100

1,152,063

Varco International, Inc. (a)

18,598

375,680

Weatherford International Ltd. (a)

15,600

647,556

7,958,787

Oil & Gas - 4.1%

Amerada Hess Corp.

6,500

458,835

Apache Corp.

7,000

282,520

Burlington Resources, Inc.

10,800

722,952

ChevronTexaco Corp.

45,900

4,149,360

ConocoPhillips

17,400

1,275,942

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Encore Acquisition Co. (a)

15,000

$ 421,500

Exxon Mobil Corp.

146,800

6,349,100

Giant Industries, Inc. (a)

6,000

112,320

Occidental Petroleum Corp.

23,700

1,047,540

Pioneer Natural Resources Co.

8,500

263,075

Premcor, Inc. (a)

16,500

604,395

Valero Energy Corp.

7,500

495,825

16,183,364

TOTAL ENERGY

24,142,151

FINANCIALS - 24.1%

Capital Markets - 2.6%

Bear Stearns Companies, Inc.

10,200

826,812

J.P. Morgan Chase & Co.

35,700

1,315,188

Lehman Brothers Holdings, Inc.

14,100

1,066,665

Merrill Lynch & Co., Inc.

68,100

3,868,080

Morgan Stanley

63,100

3,376,481

10,453,226

Commercial Banks - 4.2%

Bank of America Corp.

80,057

6,655,138

Bank One Corp.

57,200

2,771,340

East West Bancorp, Inc.

9,400

570,298

Fifth Third Bancorp

18,000

977,220

National Commerce Financial Corp.

10,000

325,400

UCBH Holdings, Inc.

14,400

546,336

Valley National Bancorp

2,315

59,056

Wachovia Corp.

58,900

2,780,669

Wells Fargo & Co.

30,000

1,764,000

16,449,457

Consumer Finance - 0.2%

Capital One Financial Corp.

8,080

566,085

MBNA Corp.

12,200

309,880

875,965

Diversified Financial Services - 1.4%

CIT Group, Inc.

10,500

393,435

Citigroup, Inc.

110,900

5,149,087

5,542,522

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - 3.6%

ACE Ltd.

25,400

$ 1,045,972

AFLAC, Inc.

10,400

422,240

Allianz AG sponsored ADR

55,500

581,640

AMBAC Financial Group, Inc.

18,500

1,279,275

American International Group, Inc.

85,400

6,259,820

Bristol West Holdings, Inc.

3,300

69,135

Conseco, Inc. (a)

10,000

189,400

Hartford Financial Services Group, Inc.

11,900

786,828

Marsh & McLennan Companies, Inc.

4,700

207,364

MetLife, Inc.

22,300

792,765

Scottish Re Group Ltd.

15,000

330,000

St. Paul Travelers Companies, Inc.

7,367

292,323

UICI (a)

10,700

212,716

UnumProvident Corp.

37,300

543,088

W.R. Berkley Corp.

20,900

870,485

XL Capital Ltd. Class A

7,100

530,015

14,413,066

Real Estate - 11.1%

Apartment Investment & Management Co. Class A

34,090

984,519

Archstone-Smith Trust

14,550

422,678

AvalonBay Communities, Inc.

15,330

834,719

Boston Properties, Inc.

34,860

1,720,690

CarrAmerica Realty Corp.

20,880

612,202

Catellus Development Corp.

25,070

612,460

CBL & Associates Properties, Inc.

12,560

669,699

CenterPoint Properties Trust (SBI)

8,180

602,457

Chelsea Property Group, Inc.

4,100

225,418

Cornerstone Realty Income Trust, Inc.

25,300

207,713

Correctional Properties Trust

38,660

1,090,212

Duke Realty Corp.

42,190

1,365,268

Equity Office Properties Trust

59,510

1,603,795

Equity One, Inc.

36,550

650,590

Equity Residential (SBI)

85,670

2,522,125

Federal Realty Investment Trust (SBI)

22,380

892,962

General Growth Properties, Inc.

66,190

1,944,662

Health Care Property Investors, Inc.

33,650

808,610

Health Care REIT, Inc.

22,910

743,430

Hersha Hospitality Trust

46,700

465,132

Highwoods Properties, Inc. (SBI)

46,850

1,064,901

Home Properties of New York, Inc.

12,430

491,979

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Real Estate - continued

Host Marriott Corp. (a)

67,410

$ 826,447

Kilroy Realty Corp.

13,920

474,950

Kimco Realty Corp.

35,470

1,629,847

Liberty Property Trust (SBI)

18,650

743,949

Manufactured Home Communities, Inc.

25,050

777,803

MeriStar Hospitality Corp. (a)

156,420

993,267

Newcastle Investment Corp.

7,000

195,580

Omega Healthcare Investors, Inc.

21,330

204,341

Pan Pacific Retail Properties, Inc.

22,630

1,040,980

Plum Creek Timber Co., Inc.

29,130

912,352

Post Properties, Inc.

7,600

221,160

ProLogis

71,940

2,306,396

Public Storage, Inc.

31,020

1,426,610

Rayonier, Inc.

9,380

393,960

Reckson Associates Realty Corp.

63,250

1,645,765

Shurgard Storage Centers, Inc. Class A

9,400

352,500

Simon Property Group, Inc.

43,380

2,237,107

SL Green Realty Corp.

21,690

986,895

Taubman Centers, Inc.

15,230

339,629

The Mills Corp.

3,450

151,628

The Rouse Co.

34,490

1,574,469

Trizec Properties, Inc.

34,310

566,458

United Dominion Realty Trust, Inc. (SBI)

32,480

647,651

Ventas, Inc.

25,560

596,059

Vornado Realty Trust

42,040

2,297,486

44,079,510

Thrifts & Mortgage Finance - 1.0%

Fannie Mae

16,100

1,089,970

Freddie Mac

11,500

671,485

Golden West Financial Corp., Delaware

3,400

369,818

New York Community Bancorp, Inc.

18,200

426,244

Sovereign Bancorp, Inc.

24,200

526,350

The PMI Group, Inc.

3,000

129,510

Washington Mutual, Inc.

12,000

524,160

3,737,537

TOTAL FINANCIALS

95,551,283

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - 5.1%

Biotechnology - 0.8%

Biogen Idec, Inc. (a)

11,000

$ 683,650

BioMarin Pharmaceutical, Inc. (a)

72,000

439,920

Cephalon, Inc. (a)

4,200

226,254

ConjuChem, Inc. (a)

27,700

259,411

Genentech, Inc. (a)

12,000

717,720

MedImmune, Inc. (a)

22,900

551,203

Millennium Pharmaceuticals, Inc. (a)

22,700

338,457

3,216,615

Health Care Equipment & Supplies - 1.2%

Arrow International, Inc.

8,200

247,394

Baxter International, Inc.

88,400

2,779,296

Dade Behring Holdings, Inc. (a)

11,700

522,405

Immucor, Inc. (a)

14,500

450,660

Medtronic, Inc.

3,500

167,650

St. Jude Medical, Inc. (a)

7,500

571,950

4,739,355

Health Care Providers & Services - 0.8%

Community Health Systems, Inc. (a)

10,000

255,000

Covance, Inc. (a)

9,900

358,578

Lincare Holdings, Inc. (a)

4,300

144,523

Odyssey Healthcare, Inc. (a)

17,000

288,150

Tenet Healthcare Corp. (a)

51,000

607,920

UnitedHealth Group, Inc.

22,400

1,461,600

WebMD Corp. (a)

25,000

221,500

3,337,271

Pharmaceuticals - 2.3%

Barr Pharmaceuticals, Inc. (a)

7,000

305,340

Forest Laboratories, Inc. (a)

4,450

282,086

Johnson & Johnson

31,400

1,749,294

Merck & Co., Inc.

53,900

2,549,470

Pfizer, Inc.

29,600

1,046,064

Schering-Plough Corp.

140,700

2,377,830

Wyeth

18,200

655,200

8,965,284

TOTAL HEALTH CARE

20,258,525

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - 8.0%

Aerospace & Defense - 2.0%

Boeing Co.

19,500

$ 893,100

Bombardier, Inc. Class B (sub. vtg.)

29,200

98,016

Embraer - Empresa Brasileira de Aeronautica SA sponsored ADR

11,900

302,974

Honeywell International, Inc.

105,600

3,558,720

Lockheed Martin Corp.

23,900

1,184,006

Northrop Grumman Corp.

4,200

433,146

Precision Castparts Corp.

6,800

318,852

Raytheon Co.

26,000

864,500

United Defense Industries, Inc. (a)

10,400

347,360

8,000,674

Air Freight & Logistics - 0.1%

Expeditors International of Washington, Inc.

13,000

590,720

Airlines - 0.4%

AirTran Holdings, Inc. (a)

47,000

654,240

Southwest Airlines Co.

73,100

1,133,781

1,788,021

Building Products - 0.4%

Masco Corp.

50,900

1,473,555

Trex Co., Inc. (a)

4,000

145,320

1,618,875

Commercial Services & Supplies - 1.6%

Avery Dennison Corp.

14,500

856,080

Casella Waste Systems, Inc. Class A (a)

22,000

307,560

Cendant Corp.

77,700

1,782,438

Cintas Corp.

11,200

508,256

Monster Worldwide, Inc. (a)

8,400

212,604

On Assignment, Inc. (a)

20,000

117,400

Robert Half International, Inc.

59,800

1,673,204

ServiceMaster Co.

18,000

218,880

Waste Management, Inc.

19,800

569,448

6,245,870

Construction & Engineering - 0.4%

Chicago Bridge & Iron Co. NV

26,671

770,792

Fluor Corp.

15,100

610,342

MasTec, Inc. (a)

20,000

85,400

1,466,534

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Electrical Equipment - 0.2%

FuelCell Energy, Inc. (a)

15,000

$ 238,050

Rockwell Automation, Inc.

12,000

406,320

644,370

Industrial Conglomerates - 2.6%

3M Co.

6,800

575,008

General Electric Co.

123,800

3,852,656

Tyco International Ltd.

189,900

5,847,021

10,274,685

Machinery - 0.2%

AGCO Corp. (a)

15,000

287,400

SPX Corp.

14,200

620,824

908,224

Road & Rail - 0.1%

Overnite Corp.

10,000

261,400

TOTAL INDUSTRIALS

31,799,373

INFORMATION TECHNOLOGY - 6.0%

Communications Equipment - 1.0%

Brocade Communications Systems, Inc. (a)

32,600

195,274

Cisco Systems, Inc. (a)

26,300

582,545

Foundry Networks, Inc. (a)

43,000

530,620

Lucent Technologies, Inc. (a)

170,000

606,900

McDATA Corp. Class A (a)

25,600

121,600

Motorola, Inc.

61,800

1,221,786

Telefonaktiebolaget LM Ericsson ADR (a)

18,600

519,870

3,778,595

Computers & Peripherals - 1.3%

Diebold, Inc.

4,500

221,085

Hewlett-Packard Co.

61,900

1,314,756

Hutchinson Technology, Inc. (a)

14,700

388,227

International Business Machines Corp.

32,900

2,914,611

Western Digital Corp. (a)

20,200

184,628

5,023,307

Electronic Equipment & Instruments - 1.0%

Agilent Technologies, Inc. (a)

4,000

102,800

Flextronics International Ltd. (a)

15,000

263,400

PerkinElmer, Inc.

14,600

284,846

Solectron Corp. (a)

134,106

737,583

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Thermo Electron Corp. (a)

22,200

$ 683,316

Waters Corp. (a)

43,200

1,990,656

4,062,601

Internet Software & Services - 0.2%

Yahoo!, Inc. (a)

27,100

830,886

IT Services - 0.2%

Affiliated Computer Services, Inc. Class A (a)

10,000

498,200

BearingPoint, Inc. (a)

15,900

136,422

The BISYS Group, Inc. (a)

14,700

185,955

820,577

Office Electronics - 0.2%

Xerox Corp. (a)

47,000

636,380

Semiconductors & Semiconductor Equipment - 1.3%

Agere Systems, Inc.:

Class A (a)

75,000

190,500

Class B (a)

58,700

143,815

Cabot Microelectronics Corp. (a)

8,000

249,200

FormFactor, Inc.

5,300

99,640

Intel Corp.

19,800

565,290

Intersil Corp. Class A

7,400

157,250

KLA-Tencor Corp. (a)

25,000

1,204,500

Micron Technology, Inc. (a)

23,000

345,690

National Semiconductor Corp. (a)

11,000

238,370

Novellus Systems, Inc. (a)

50,400

1,677,816

PMC-Sierra, Inc. (a)

22,000

310,200

5,182,271

Software - 0.8%

BEA Systems, Inc. (a)

38,100

328,803

Microsoft Corp.

107,500

2,832,625

Siebel Systems, Inc. (a)

20,000

216,000

3,377,428

TOTAL INFORMATION TECHNOLOGY

23,712,045

MATERIALS - 4.1%

Chemicals - 1.7%

Dow Chemical Co.

63,500

2,533,650

E.I. du Pont de Nemours & Co.

45,700

1,974,240

Ecolab, Inc.

8,100

247,131

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Chemicals - continued

Headwaters, Inc. (a)

10,000

$ 209,000

Lyondell Chemical Co.

38,700

639,324

Millennium Chemicals, Inc.

44,772

760,229

Olin Corp.

16,900

278,005

6,641,579

Containers & Packaging - 0.8%

Ball Corp.

4,500

307,395

Bemis Co., Inc.

17,100

471,105

Owens-Illinois, Inc. (a)

61,500

912,045

Packaging Corp. of America

27,000

634,500

Sealed Air Corp. (a)

7,300

366,971

Smurfit-Stone Container Corp. (a)

33,500

608,360

3,300,376

Metals & Mining - 1.3%

Alcoa, Inc.

18,000

563,400

Companhia Vale do Rio Doce sponsored ADR

5,700

288,990

Freeport-McMoRan Copper & Gold, Inc. Class B

15,000

504,450

GrafTech International Ltd. (a)

15,000

142,500

Massey Energy Co.

30,300

745,986

Metals USA, Inc. (a)

14,800

220,520

Newmont Mining Corp.

11,800

468,578

Nucor Corp.

27,800

1,830,630

Phelps Dodge Corp. (a)

8,000

543,200

5,308,254

Paper & Forest Products - 0.3%

Bowater, Inc.

19,600

827,708

Weyerhaeuser Co.

5,000

302,400

1,130,108

TOTAL MATERIALS

16,380,317

TELECOMMUNICATION SERVICES - 2.4%

Diversified Telecommunication Services - 2.0%

Cincinnati Bell, Inc. (a)

55,000

226,600

Citizens Communications Co. (a)

7,800

99,060

Covad Communications Group, Inc. (a)

245,800

528,470

SBC Communications, Inc.

164,000

3,886,800

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telefonos de Mexico SA de CV sponsored ADR

14,000

$ 470,960

Verizon Communications, Inc.

76,200

2,634,996

7,846,886

Wireless Telecommunication Services - 0.4%

Crown Castle International Corp. (a)

37,200

547,956

Nextel Communications, Inc. Class A (a)

18,600

430,218

Nextel Partners, Inc. Class A (a)

20,000

326,200

Western Wireless Corp. Class A (a)

5,800

158,804

1,463,178

TOTAL TELECOMMUNICATION SERVICES

9,310,064

UTILITIES - 1.4%

Electric Utilities - 1.1%

Entergy Corp.

20,700

1,130,427

FirstEnergy Corp.

18,100

705,900

PG&E Corp. (a)

20,300

578,550

PPL Corp.

7,000

302,050

Southern Co.

16,200

468,504

TXU Corp.

18,900

706,293

Westar Energy, Inc.

25,000

493,000

Xcel Energy, Inc.

7,500

127,425

4,512,149

Multi-Utilities & Unregulated Power - 0.3%

AES Corp. (a)

53,600

500,624

Calpine Corp. (a)

73,500

278,565

Public Service Enterprise Group, Inc.

5,000

210,800

989,989

TOTAL UTILITIES

5,502,138

TOTAL COMMON STOCKS

(Cost $269,108,644)

267,449,085

Preferred Stocks - 17.7%

Shares

Value (Note 1)

Convertible Preferred Stocks - 5.4%

CONSUMER DISCRETIONARY - 1.2%

Hotels, Restaurants & Leisure - 0.4%

Six Flags, Inc. 7.25% PIERS

82,700

$ 1,749,105

Media - 0.3%

Emmis Communications Corp. Series A, 6.25%

10,100

462,782

Radio One, Inc. 6.50%

470

495,116

957,898

Specialty Retail - 0.5%

Toys 'R' US, Inc. 6.25%

44,600

2,000,310

TOTAL CONSUMER DISCRETIONARY

4,707,313

ENERGY - 0.8%

Oil & Gas - 0.8%

Chesapeake Energy Corp. 6.75%

11,700

1,031,794

Valero Energy Corp. 2.00%

61,700

2,020,675

3,052,469

FINANCIALS - 0.9%

Diversified Financial Services - 0.9%

AES Trust VII 6.00%

80,100

3,584,475

INDUSTRIALS - 0.2%

Road & Rail - 0.2%

Kansas City Southern 4.25%

1,370

731,553

MATERIALS - 1.0%

Containers & Packaging - 0.8%

Owens-Illinois, Inc. 4.75%

99,210

2,986,221

Metals & Mining - 0.2%

Freeport-McMoRan Copper & Gold, Inc. 5.50% (d)

1,050

948,413

TOTAL MATERIALS

3,934,634

TELECOMMUNICATION SERVICES - 1.3%

Diversified Telecommunication Services - 1.3%

CenturyTel, Inc. 6.875% ACES

210,200

5,243,859

TOTAL CONVERTIBLE PREFERRED STOCKS

21,254,303

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - 12.3%

ENERGY - 1.8%

Oil & Gas - 1.8%

El Paso Tennessee Pipeline Co. Series A, 8.25%

164,900

$ 7,255,592

FINANCIALS - 7.0%

Capital Markets - 1.3%

Bear Stearns Companies, Inc.:

Series E, 6.155%

15,000

765,000

Series G, 5.49%

15,000

695,250

J.P. Morgan Chase & Co. (depositary shares) Series H, 6.625%

6,530

345,241

Lehman Brothers Holdings, Inc. (depositary shares) Series F, 6.50%

136,750

3,528,150

5,333,641

Commercial Banks - 0.2%

Banco Santander Central Hispano SA 6.41% (d)

31,400

788,925

Consumer Finance - 0.6%

SLM Corp. Series A, 6.97%

43,400

2,311,050

Diversified Financial Services - 0.7%

ABN Amro Capital Funding Trust VII 6.08%

60,400

1,404,904

EIX Trust II Series B, 8.60%

19,600

493,920

Heco Capital Trust III 6.50%

12,000

298,800

RC Trust I 7.00%

9,680

511,913

2,709,537

Real Estate - 1.1%

Apartment Investment & Management Co. Series U, 7.75%

39,000

910,260

Duke Realty Corp. (depositary shares) Series K, 6.50%

74,800

1,705,440

Glimcher Realty Trust Series G, 8.125%

51,200

1,262,080

Host Marriott Corp. Series E, 8.875%

20,000

500,000

4,377,780

Thrifts & Mortgage Finance - 3.1%

Fannie Mae:

Series H, 5.81%

29,200

1,460,000

Series L, 5.125%

90,900

4,081,410

Series N, 5.50%

71,650

3,439,200

Freddie Mac:

Series H, 5.10%

10,300

449,595

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Freddie Mac: - continued

Series O, 5.81%

19,500

$ 994,695

Series R, 5.70%

37,300

1,841,128

12,266,028

TOTAL FINANCIALS

27,786,961

MATERIALS - 0.3%

Chemicals - 0.2%

E.I. du Pont de Nemours & Co. Series B, 4.50%

9,900

836,550

Metals & Mining - 0.1%

Alcoa, Inc. 3.75%

6,400

494,400

TOTAL MATERIALS

1,330,950

UTILITIES - 3.2%

Electric Utilities - 3.2%

Alabama Power Co. 5.30%

88,600

2,055,520

Consolidated Edison Co. of New York, Inc. Series A, 5.00%

28,705

2,382,515

Duquesne Light Co. 6.50%

69,950

3,462,525

FPL Group Capital Trust I 5.875%

20,000

475,000

Monongahela Power Co. Series L, 7.73%

10,800

1,004,400

Southern California Edison Co.:

4.78%

46,500

836,070

Series B, 4.08%

27,271

455,426

Series C, 4.24%

43,300

742,595

Series D, 4.32%

70,000

1,200,500

12,614,551

TOTAL NONCONVERTIBLE PREFERRED STOCKS

48,988,054

TOTAL PREFERRED STOCKS

(Cost $73,799,839)

70,242,357

Money Market Funds - 1.6%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 1.09% (b)

5,587,577

$ 5,587,577

Fidelity Securities Lending Cash Central Fund, 1.08% (b)

552,075

552,075

TOTAL MONEY MARKET FUNDS

(Cost $6,139,652)

6,139,652

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $402,456,739)

397,069,637

NET OTHER ASSETS - (0.2)%

(617,097)

NET ASSETS - 100%

$ 396,452,540

Security Type Abbreviations

ACES

-

Automatic Common Exchange Securities

PIERS

-

Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(d) 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 $13,251,295 or 3.3% of net assets.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (ratings are unaudited):

AAA,AA,A

1.0%

BBB

0.9%

BB

3.0%

B

2.1%

CCC,CC,C

1.6%

Not Rated

4.8%

Equities

85.2%

Short-Term Investments and Net Other Assets

1.4%

100.0%

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

Purchases and sales of securities, other than short-term securities, aggregated $473,765,098 and $72,537,906, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $29,973 for the period.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

May 31, 2004 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $553,005) (cost $402,456,739) - See accompanying schedule

$ 397,069,637

Receivable for investments sold

1,914,636

Receivable for fund shares sold

869,178

Dividends receivable

430,779

Interest receivable

418,936

Prepaid expenses

51,654

Other receivables

32,970

Total assets

400,787,790

Liabilities

Payable for investments purchased

$ 2,958,072

Payable for fund shares redeemed

392,768

Accrued management fee

210,584

Distribution fees payable

29,331

Other affiliated payables

81,043

Other payables and accrued expenses

111,377

Collateral on securities loaned, at value

552,075

Total liabilities

4,335,250

Net Assets

$ 396,452,540

Net Assets consist of:

Paid in capital

$ 404,987,369

Undistributed net investment income

1,520,040

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

(4,667,775)

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

(5,387,094)

Net Assets

$ 396,452,540

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

May 31, 2004 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($14,148,420 ÷ 1,385,821 shares)

$ 10.21

Maximum offering price per share (100/94.25 of $10.21)

$ 10.83

Class T:
Net Asset Value
and redemption price per share ($17,465,948 ÷ 1,711,820 shares)

$ 10.20

Maximum offering price per share (100/96.50 of $10.20)

$ 10.57

Class B:
Net Asset Value
and offering price per share ($8,316,340 ÷ 816,493 shares)A

$ 10.19

Class C:
Net Asset Value
and offering price per share ($18,734,629 ÷ 1,839,312 shares)A

$ 10.19

Strategic Dividend & Income:
Net Asset Value
, offering price and redemption price per share ($334,904,915 ÷ 32,766,139 shares)

$ 10.22

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($2,882,288 ÷ 282,182 shares)

$ 10.21

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Statement of Operations

For the period December 23, 2003 (commencement of operations) to May 31, 2004 (Unaudited)

Investment Income

Dividends

$ 2,768,144

Interest

424,753

Security lending

2,136

Total income

3,195,033

Expenses

Management fee

$ 702,706

Transfer agent fees

281,959

Distribution fees

88,195

Accounting and security lending fees

51,650

Non-interested trustees' compensation

396

Custodian fees and expenses

52,683

Registration fees

92,953

Audit

16,326

Legal

60

Miscellaneous

170

Total expenses before reductions

1,287,098

Expense reductions

(71,320)

1,215,778

Net investment income (loss)

1,979,255

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(4,669,144)

Foreign currency transactions

1,369

Total net realized gain (loss)

(4,667,775)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(5,387,102)

Assets and liabilities in foreign currencies

8

Total change in net unrealized appreciation (depreciation)

(5,387,094)

Net gain (loss)

(10,054,869)

Net increase (decrease) in net assets resulting from operations

$ (8,075,614)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

For the period
December 23, 2003
(commencement
of operations) to
May 31, 2004
(Unaudited)

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 1,979,255

Net realized gain (loss)

(4,667,775)

Change in net unrealized appreciation (depreciation)

(5,387,094)

Net increase (decrease) in net assets resulting
from operations

(8,075,614)

Distributions to shareholders from net investment income

(459,215)

Share transactions - net increase (decrease)

404,987,369

Total increase (decrease) in net assets

396,452,540

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $1,520,040)

$ 396,452,540

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

Semiannual Report

Financial Highlights - Class A

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.06

Net realized and unrealized gain (loss)

.17 F

Total from investment operations

.23

Distributions from net investment income

(.02)

Net asset value, end of period

$ 10.21

Total Return B,C,D

2.24%

Ratios to Average Net Assets H

Expenses before expense reductions

1.26%A

Expenses net of voluntary waivers, if any

1.20%A

Expenses net of all reductions

1.17% A

Net investment income (loss)

1.44% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 14,148

Portfolio turnover rate

61% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class T

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.05

Net realized and unrealized gain (loss)

.16F

Total from investment operations

.21

Distributions from net investment income

(.01)

Net asset value, end of period

$ 10.20

Total ReturnB,C,D

2.10%

Ratios to Average Net AssetsH

Expenses before expense reductions

1.51%A

Expenses net of voluntary waivers, if any

1.45%A

Expenses net of all reductions

1.42%A

Net investment income (loss)

1.19%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 17,466

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class B

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.03

Net realized and unrealized gain (loss)

.17F

Total from investment operations

.20

Distributions from net investment income

(.01)

Net asset value, end of period

$ 10.19

Total ReturnB,C,D

1.95%

Ratios to Average Net AssetsH

Expenses before expense reductions

2.04%A

Expenses net of voluntary waivers, if any

1.95%A

Expenses net of all reductions

1.92%A

Net investment income (loss)

.69%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,316

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class C

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.03

Net realized and unrealized gain (loss)

.17F

Total from investment operations

.20

Distributions from net investment income

(.01)

Net asset value, end of period

$ 10.19

Total ReturnB,C,D

1.95%

Ratios to Average Net AssetsH

Expenses before expense reductions

2.00%A

Expenses net of voluntary waivers, if any

1.95%A

Expenses net of all reductions

1.92%A

Net investment income (loss)

.70%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 18,735

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Strategic Dividend & Income

Period ended
May 31, 2004
F

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)D

.07

Net realized and unrealized gain (loss)

.17E

Total from investment operations

.24

Distributions from net investment income

(.02)

Net asset value, end of period

$ 10.22

Total ReturnB,C

2.34%

Ratios to Average Net AssetsG

Expenses before expense reductions

.98%A

Expenses net of voluntary waivers, if any

.95%A

Expenses net of all reductions

.92%A

Net investment income (loss)

1.69%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 334,905

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

F For the period December 23, 2003 (commencement of operations) to May 31, 2004.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Institutional Class

Period ended
May 31, 2004
F

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)D

.07

Net realized and unrealized gain (loss)

.16E

Total from investment operations

.23

Distributions from net investment income

(.02)

Net asset value, end of period

$ 10.21

Total ReturnB,C

2.29%

Ratios to Average Net AssetsG

Expenses before expense reductions

.97%A

Expenses net of voluntary waivers, if any

.95%A

Expenses net of all reductions

.92%A

Net investment income (loss)

1.69%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,882

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

F For the period December 23, 2003 (commencement of operations) to May 31, 2004.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Semiannual Report

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

Notes to Financial Statements

For the period ended May 31, 2004 (Unaudited)

1. Significant Accounting Policies.

Fidelity Strategic Dividend & Income 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 (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B, Class C, Strategic Dividend & Income, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

1. Significant Accounting Policies - continued

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

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

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

The federal tax cost of investments including unrealized appreciation (depreciation) as of period end was as follows:

Unrealized appreciation

$ 11,387,054

Unrealized depreciation

(17,358,736)

Net unrealized appreciation (depreciation)

$ (5,971,682)

Cost for federal income tax purposes

$ 403,041,319

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Restricted Securities. The fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

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

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .57% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 8,385

$ 1,044

Class T

.25%

.25%

19,894

2,134

Class B

.75%

.25%

18,667

15,072

Class C

.75%

.25%

41,249

33,233

$ 88,195

$ 51,483

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 60,335

Class T

26,761

Class B*

1,657

Class C*

1,693

$ 90,446

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Strategic Dividend & Income. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, , is the transfer agent for Strategic Dividend & Income shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FIIOC or FSC were as follows:

Amount

% of
Average
Net Assets

Class A

$ 9,057

.27*

Class T

10,824

.27*

Class B

5,419

.29*

Class C

11,107

.27*

Strategic Dividend & Income

243,794

.23*

Institutional Class

1,758

.19*

$ 281,959

* Annualized

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $39,008 for the period.

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

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

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

7. Expense Reductions.

Effective December 23, 2003, FMR agreed to reimburse each class to the extent operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

1.20%

$ 1,967

Class T

1.45%

2,370

Class B

1.95%

1,696

Class C

1.95%

2,299

Strategic Dividend & Income

.95%

28,989

Institutional Class

.95%

184

$ 37,505

Semiannual Report

7. Expense Reductions - continued

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $32,350 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $1,465.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

For the period
December 23, 2003
(commencement
of operations) to
May 31, 2004

From net investment income

Class A

$ 10,278

Class T

8,648

Class B

1,881

Class C

4,276

Strategic Dividend & Income

430,123

Institutional Class

4,009

Total

$ 459,215

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

For the period
December 23, 2003
(commencement
of operations) to
May 31, 2004

For the period
December 23, 2003
(commencement
of operations) to May 31, 2004

Class A

Shares sold

1,470,027

$ 15,212,108

Reinvestment of distributions

671

7,171

Shares redeemed

(84,877)

(863,448)

Net increase (decrease)

1,385,821

$ 14,355,831

Class T

Shares sold

1,734,620

$ 17,977,006

Reinvestment of distributions

584

6,236

Shares redeemed

(23,384)

(238,262)

Net increase (decrease)

1,711,820

$ 17,744,980

Class B

Shares sold

839,815

$ 8,642,138

Reinvestment of distributions

118

1,255

Shares redeemed

(23,440)

(238,135)

Net increase (decrease)

816,493

$ 8,405,258

Class C

Shares sold

1,863,966

$ 19,253,693

Reinvestment of distributions

266

2,843

Shares redeemed

(24,920)

(252,395)

Net increase (decrease)

1,839,312

$ 19,004,141

Strategic Dividend & Income

Shares sold

39,208,484

$ 408,802,215

Reinvestment of distributions

36,183

386,431

Shares redeemed

(6,478,528)

(66,603,303)

Net increase (decrease)

32,766,139

$ 342,585,343

Institutional Class

Shares sold

292,166

$ 2,993,335

Reinvestment of distributions

218

2,327

Shares redeemed

(10,202)

(103,846)

Net increase (decrease)

282,182

$ 2,891,816

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

Semiannual Report

Fidelity Advisor Aggressive Growth Fund

Fidelity Advisor Asset Allocation Fund

Fidelity Advisor Balanced Fund

Fidelity Advisor Biotechnology Fund

Fidelity Advisor California Municipal Income Fund

Fidelity Advisor Consumer Industries Fund

Fidelity Advisor Cyclical Industries Fund

Fidelity Advisor Developing Communications Fund

Fidelity Advisor Diversified International Fund

Fidelity Advisor Dividend Growth Fund

Fidelity Advisor Dynamic Capital
Appreciation Fund

Fidelity Advisor Electronics Fund

Fidelity Advisor Emerging Asia Fund

Fidelity Advisor Emerging Markets Fund

Fidelity Advisor Emerging Markets Income Fund

Fidelity Advisor Equity Growth Fund

Fidelity Advisor Equity Income Fund

Fidelity Advisor Equity Value Fund

Fidelity Advisor Europe Capital
Appreciation Fund

Fidelity Advisor Fifty Fund

Fidelity Advisor Financial Services Fund

Fidelity Advisor Floating Rate High Income Fund

Fidelity Advisor Freedom Income, 2005, 2010, 2015, 2020, 2025, 2030, 2035, 2040 FundsSM

Fidelity Advisor Global Equity Fund

Fidelity Advisor Government Investment Fund

Fidelity Advisor Growth & Income Fund

Fidelity Advisor Growth Opportunities Fund

Fidelity Advisor Health Care Fund

Fidelity Advisor High Income Advantage Fund

Fidelity Advisor High Income Fund

Fidelity Advisor Inflation-Protected Bond Fund

Fidelity Advisor Intermediate Bond Fund

Fidelity Advisor International Capital Appreciation Fund

Fidelity Advisor International
Small Cap Fund

Fidelity Advisor Investment Grade Bond Fund

Fidelity Advisor Japan Fund

Fidelity Advisor Korea Fund

Fidelity Advisor Large Cap Fund

Fidelity Advisor Latin America Fund

Fidelity Advisor Leveraged Company Stock Fund

Fidelity Advisor Mid Cap Fund

Fidelity Advisor Mortgage Securities Fund

Fidelity Advisor Municipal Income Fund

Fidelity Advisor Natural Resources Fund

Fidelity Advisor New Insights Fund

Fidelity Advisor New York Municipal
Income Fund

Fidelity Advisor Overseas Fund

Fidelity Advisor Real Estate Fund

Fidelity Advisor Short Fixed-Income Fund

Fidelity Advisor Short Intermediate Municipal Income Fund

Fidelity Advisor Small Cap Fund

Fidelity Advisor Strategic Dividend &
Income Fund

Fidelity Advisor Strategic Growth Fund

Fidelity Advisor Strategic Income Fund

Fidelity Advisor Tax Managed Stock Fund

Fidelity Advisor Technology Fund

Fidelity Advisor Telecommunications &
Utilities Growth Fund

Fidelity Advisor Total Bond Fund

Fidelity Advisor Ultra-Short Bond Fund

Fidelity Advisor Value Fund

Fidelity Advisor Value Leaders Fund

Fidelity Advisor Value Strategies Fund

Prime Fund

Tax-Exempt Fund

Treasury Fund

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

ASDII-USAN-0704
1.802530.100

Fidelity®

Strategic Dividend & IncomeSM

Fund

Semiannual Report

May 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Investment Summary

<Click Here>

A summary of the fund's investments.

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

For a free copy of the fund's proxy voting guidelines visit www.fidelity.com/goto/proxyguidelines, call 1-800-544-8544, or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

(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.

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Summary

Top Ten Investments as of May 31, 2004

(excluding cash equivalents)

% of fund's
net assets

El Paso Tennessee Pipeline Co. Series A, 8.25%

1.8

Bank of America Corp.

1.7

Exxon Mobil Corp.

1.6

American International Group, Inc.

1.6

Tyco International Ltd.

1.5

CenturyTel, Inc. 6.875% ACES

1.3

Citigroup, Inc.

1.3

ChevronTexaco Corp.

1.0

Fannie Mae Series L, 5.125%

1.0

SBC Communications, Inc.

1.0

13.8

Top Five Market Sectors as of May 31, 2004

% of fund's
net assets

Financials

33.5

Health Care

10.5

Energy

9.8

Consumer Discretionary

9.5

Information Technology

8.8

Asset Allocation (% of fund's net assets)

As of May 31, 2004 *

Convertible
Bonds 13.4%

Common Stocks 67.5%

Preferred Stocks 17.7%

Short-Term
Investments and
Net Other Assets 1.4%

* Foreign
investments

3.3%



Semiannual Report

Investments May 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Convertible Bonds - 13.4%

Principal
Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 0.4%

Media - 0.4%

Interpublic Group of Companies, Inc. 4.5% 3/15/23

$ 1,200,000

$ 1,697,520

ENERGY - 1.1%

Oil & Gas - 1.1%

El Paso Corp. 0% 2/28/21

4,470,000

2,095,313

Evergreen Resources, Inc. 4.75% 12/15/21

1,430,000

2,237,950

4,333,263

FINANCIALS - 1.5%

Capital Markets - 0.5%

Merrill Lynch & Co., Inc. liquid yield option note 0% 3/13/32

2,110,000

2,160,218

Consumer Finance - 0.5%

American Express Co. 1.85% 12/1/33 (c)(d)

1,800,000

1,953,000

Diversified Financial Services - 0.5%

Tyco International Group SA yankee 3.125% 1/15/23

1,310,000

2,002,073

TOTAL FINANCIALS

6,115,291

HEALTH CARE - 5.4%

Biotechnology - 2.6%

BioMarin Pharmaceutical, Inc. 3.5% 6/15/08

2,190,000

1,938,150

Enzon Pharmaceuticals, Inc. 4.5% 7/1/08

2,160,000

1,998,000

IDEC Pharmaceuticals Corp. liquid yield option note 0% 2/16/19

1,030,000

2,586,588

Invitrogen Corp. 2.25% 12/15/06

2,630,000

2,741,775

Serologicals Corp. 4.75% 8/15/33 (d)

770,000

1,087,471

10,351,984

Health Care Equipment & Supplies - 1.4%

Bausch & Lomb, Inc. 1.71% 8/1/23 (e)

1,200,000

1,579,020

Cooper Companies, Inc. 2.625% 7/1/23

1,480,000

2,052,612

Fisher Scientific International, Inc.:

2.5% 10/1/23 (d)

995,000

1,399,607

2.5% 10/1/23

380,000

534,523

5,565,762

Health Care Providers & Services - 0.5%

Health Management Associates, Inc. 1.5% 8/1/23

1,900,000

2,020,840

Convertible Bonds - continued

Principal
Amount

Value
(Note 1)

HEALTH CARE - continued

Pharmaceuticals - 0.9%

IVAX Corp. 1.5% 3/1/24 (d)

$ 1,750,000

$ 1,812,475

MGI Pharma, Inc. 1.6821% 3/2/24 (c)(d)

2,040,000

1,814,172

3,626,647

TOTAL HEALTH CARE

21,565,233

INFORMATION TECHNOLOGY - 2.8%

Communications Equipment - 0.5%

Comverse Technology, Inc. 0% 5/15/23

800,000

927,000

Juniper Networks, Inc. 0% 6/15/08

730,000

910,018

1,837,018

Internet Software & Services - 0.7%

Yahoo!, Inc. 0% 4/1/08

1,740,000

2,817,713

IT Services - 0.6%

DST Systems, Inc.:

4.125% 8/15/23 (d)

1,240,000

1,561,532

4.125% 8/15/23

790,000

994,847

2,556,379

Semiconductors & Semiconductor Equipment - 0.5%

Agere Systems, Inc. 6.5% 12/15/09

1,600,000

1,951,744

Software - 0.5%

Concord Communications, Inc. 3% 12/15/23 (d)

2,180,000

1,885,700

TOTAL INFORMATION TECHNOLOGY

11,048,554

MATERIALS - 0.5%

Metals & Mining - 0.5%

Inco Ltd. yankee 3.5% 3/14/52

1,290,000

1,773,750

TELECOMMUNICATION SERVICES - 1.2%

Wireless Telecommunication Services - 1.2%

Crown Castle International Corp. 4% 7/15/10

1,390,000

2,237,900

Nextel Partners, Inc. 1.5% 11/15/08

1,025,000

2,305,020

4,542,920

Convertible Bonds - continued

Principal
Amount

Value
(Note 1)

UTILITIES - 0.5%

Multi-Utilities & Unregulated Power - 0.5%

AES Corp. 4.5% 8/15/05

$ 2,190,000

$ 2,162,012

TOTAL CONVERTIBLE BONDS

(Cost $53,408,604)

53,238,543

Common Stocks - 67.5%

Shares

CONSUMER DISCRETIONARY - 7.9%

Auto Components - 0.0%

TRW Automotive Holdings Corp.

9,900

194,436

Automobiles - 0.1%

Harley-Davidson, Inc.

5,000

287,450

Hotels, Restaurants & Leisure - 1.6%

Caesars Entertainment, Inc. (a)

28,000

385,560

McDonald's Corp.

76,900

2,030,160

Orbitz, Inc. Class A

5,500

111,375

Royal Caribbean Cruises Ltd.

8,500

332,520

Starwood Hotels & Resorts Worldwide, Inc. unit

3,330

140,459

Volume Services America Holdings, Inc. Income Deposit Security

220,300

3,176,726

6,176,800

Household Durables - 0.4%

LG Electronics, Inc.

4,250

246,715

Newell Rubbermaid, Inc.

24,300

572,751

Pulte Homes, Inc.

3,600

189,900

Sony Corp. sponsored ADR

19,600

722,652

1,732,018

Internet & Catalog Retail - 0.1%

Amazon.com, Inc. (a)

7,900

381,491

Leisure Equipment & Products - 0.3%

Brunswick Corp.

6,000

243,000

Eastman Kodak Co.

24,900

651,882

Leapfrog Enterprises, Inc. Class A (a)

21,000

448,770

1,343,652

Media - 3.6%

Cablevision Systems Corp. - NY Group Class A (a)

35,700

782,544

Clear Channel Communications, Inc.

33,200

1,318,040

Cumulus Media, Inc. Class A (a)

51,700

958,518

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Media - continued

EchoStar Communications Corp. Class A (a)

3,100

$ 99,696

Emmis Communications Corp. Class A (a)

36,200

789,160

Fox Entertainment Group, Inc. Class A (a)

20,100

541,695

Grupo Televisa SA de CV sponsored ADR

14,000

591,640

Lamar Advertising Co. Class A (a)

31,700

1,295,579

Liberty Media Corp. Class A (a)

98,000

1,076,040

News Corp. Ltd. sponsored ADR

9,200

313,352

Salem Communications Corp. Class A (a)

14,900

447,000

Spanish Broadcasting System, Inc. Class A (a)

14,100

136,065

The DIRECTV Group, Inc. (a)

40,600

714,966

Time Warner, Inc. (a)

95,400

1,625,616

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

41,800

1,542,002

Walt Disney Co.

73,300

1,720,351

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

10,600

266,908

14,219,172

Multiline Retail - 0.4%

99 Cents Only Stores (a)

12,000

232,920

JCPenney Co., Inc.

18,000

644,040

Kohl's Corp. (a)

4,600

218,776

Saks, Inc.

22,700

340,727

1,436,463

Specialty Retail - 1.4%

American Eagle Outfitters, Inc. (a)

18,466

534,775

Gap, Inc.

48,800

1,178,520

Home Depot, Inc.

50,700

1,821,144

Office Depot, Inc. (a)

42,600

696,084

Sonic Automotive, Inc. Class A

8,498

186,531

Toys 'R' Us, Inc. (a)

55,400

870,888

Weight Watchers International, Inc. (a)

7,000

243,950

5,531,892

TOTAL CONSUMER DISCRETIONARY

31,303,374

CONSUMER STAPLES - 2.4%

Beverages - 0.5%

Anheuser-Busch Companies, Inc.

10,200

543,354

PepsiCo, Inc.

24,000

1,280,880

The Coca-Cola Co.

5,200

267,020

2,091,254

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER STAPLES - continued

Food & Staples Retailing - 0.4%

Safeway, Inc. (a)

30,000

$ 676,800

Wal-Mart Stores, Inc.

14,500

808,085

1,484,885

Food Products - 0.2%

Del Monte Foods Co. (a)

16,000

164,320

Interstate Bakeries Corp.

30,200

317,100

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

3,300

116,985

598,405

Household Products - 0.9%

Clorox Co.

4,300

225,148

Colgate-Palmolive Co.

11,500

657,800

Procter & Gamble Co.

24,900

2,684,718

3,567,666

Personal Products - 0.3%

Gillette Co.

28,200

1,215,138

Tobacco - 0.1%

Altria Group, Inc.

11,100

532,467

TOTAL CONSUMER STAPLES

9,489,815

ENERGY - 6.1%

Energy Equipment & Services - 2.0%

Baker Hughes, Inc.

46,500

1,582,395

BJ Services Co. (a)

13,900

582,271

ENSCO International, Inc.

63,100

1,680,984

GlobalSantaFe Corp.

30,000

753,900

Halliburton Co.

21,000

609,840

Pride International, Inc. (a)

21,000

330,120

Rowan Companies, Inc. (a)

11,100

243,978

Transocean, Inc. (a)

43,100

1,152,063

Varco International, Inc. (a)

18,598

375,680

Weatherford International Ltd. (a)

15,600

647,556

7,958,787

Oil & Gas - 4.1%

Amerada Hess Corp.

6,500

458,835

Apache Corp.

7,000

282,520

Burlington Resources, Inc.

10,800

722,952

ChevronTexaco Corp.

45,900

4,149,360

ConocoPhillips

17,400

1,275,942

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Encore Acquisition Co. (a)

15,000

$ 421,500

Exxon Mobil Corp.

146,800

6,349,100

Giant Industries, Inc. (a)

6,000

112,320

Occidental Petroleum Corp.

23,700

1,047,540

Pioneer Natural Resources Co.

8,500

263,075

Premcor, Inc. (a)

16,500

604,395

Valero Energy Corp.

7,500

495,825

16,183,364

TOTAL ENERGY

24,142,151

FINANCIALS - 24.1%

Capital Markets - 2.6%

Bear Stearns Companies, Inc.

10,200

826,812

J.P. Morgan Chase & Co.

35,700

1,315,188

Lehman Brothers Holdings, Inc.

14,100

1,066,665

Merrill Lynch & Co., Inc.

68,100

3,868,080

Morgan Stanley

63,100

3,376,481

10,453,226

Commercial Banks - 4.2%

Bank of America Corp.

80,057

6,655,138

Bank One Corp.

57,200

2,771,340

East West Bancorp, Inc.

9,400

570,298

Fifth Third Bancorp

18,000

977,220

National Commerce Financial Corp.

10,000

325,400

UCBH Holdings, Inc.

14,400

546,336

Valley National Bancorp

2,315

59,056

Wachovia Corp.

58,900

2,780,669

Wells Fargo & Co.

30,000

1,764,000

16,449,457

Consumer Finance - 0.2%

Capital One Financial Corp.

8,080

566,085

MBNA Corp.

12,200

309,880

875,965

Diversified Financial Services - 1.4%

CIT Group, Inc.

10,500

393,435

Citigroup, Inc.

110,900

5,149,087

5,542,522

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - 3.6%

ACE Ltd.

25,400

$ 1,045,972

AFLAC, Inc.

10,400

422,240

Allianz AG sponsored ADR

55,500

581,640

AMBAC Financial Group, Inc.

18,500

1,279,275

American International Group, Inc.

85,400

6,259,820

Bristol West Holdings, Inc.

3,300

69,135

Conseco, Inc. (a)

10,000

189,400

Hartford Financial Services Group, Inc.

11,900

786,828

Marsh & McLennan Companies, Inc.

4,700

207,364

MetLife, Inc.

22,300

792,765

Scottish Re Group Ltd.

15,000

330,000

St. Paul Travelers Companies, Inc.

7,367

292,323

UICI (a)

10,700

212,716

UnumProvident Corp.

37,300

543,088

W.R. Berkley Corp.

20,900

870,485

XL Capital Ltd. Class A

7,100

530,015

14,413,066

Real Estate - 11.1%

Apartment Investment & Management Co. Class A

34,090

984,519

Archstone-Smith Trust

14,550

422,678

AvalonBay Communities, Inc.

15,330

834,719

Boston Properties, Inc.

34,860

1,720,690

CarrAmerica Realty Corp.

20,880

612,202

Catellus Development Corp.

25,070

612,460

CBL & Associates Properties, Inc.

12,560

669,699

CenterPoint Properties Trust (SBI)

8,180

602,457

Chelsea Property Group, Inc.

4,100

225,418

Cornerstone Realty Income Trust, Inc.

25,300

207,713

Correctional Properties Trust

38,660

1,090,212

Duke Realty Corp.

42,190

1,365,268

Equity Office Properties Trust

59,510

1,603,795

Equity One, Inc.

36,550

650,590

Equity Residential (SBI)

85,670

2,522,125

Federal Realty Investment Trust (SBI)

22,380

892,962

General Growth Properties, Inc.

66,190

1,944,662

Health Care Property Investors, Inc.

33,650

808,610

Health Care REIT, Inc.

22,910

743,430

Hersha Hospitality Trust

46,700

465,132

Highwoods Properties, Inc. (SBI)

46,850

1,064,901

Home Properties of New York, Inc.

12,430

491,979

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Real Estate - continued

Host Marriott Corp. (a)

67,410

$ 826,447

Kilroy Realty Corp.

13,920

474,950

Kimco Realty Corp.

35,470

1,629,847

Liberty Property Trust (SBI)

18,650

743,949

Manufactured Home Communities, Inc.

25,050

777,803

MeriStar Hospitality Corp. (a)

156,420

993,267

Newcastle Investment Corp.

7,000

195,580

Omega Healthcare Investors, Inc.

21,330

204,341

Pan Pacific Retail Properties, Inc.

22,630

1,040,980

Plum Creek Timber Co., Inc.

29,130

912,352

Post Properties, Inc.

7,600

221,160

ProLogis

71,940

2,306,396

Public Storage, Inc.

31,020

1,426,610

Rayonier, Inc.

9,380

393,960

Reckson Associates Realty Corp.

63,250

1,645,765

Shurgard Storage Centers, Inc. Class A

9,400

352,500

Simon Property Group, Inc.

43,380

2,237,107

SL Green Realty Corp.

21,690

986,895

Taubman Centers, Inc.

15,230

339,629

The Mills Corp.

3,450

151,628

The Rouse Co.

34,490

1,574,469

Trizec Properties, Inc.

34,310

566,458

United Dominion Realty Trust, Inc. (SBI)

32,480

647,651

Ventas, Inc.

25,560

596,059

Vornado Realty Trust

42,040

2,297,486

44,079,510

Thrifts & Mortgage Finance - 1.0%

Fannie Mae

16,100

1,089,970

Freddie Mac

11,500

671,485

Golden West Financial Corp., Delaware

3,400

369,818

New York Community Bancorp, Inc.

18,200

426,244

Sovereign Bancorp, Inc.

24,200

526,350

The PMI Group, Inc.

3,000

129,510

Washington Mutual, Inc.

12,000

524,160

3,737,537

TOTAL FINANCIALS

95,551,283

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - 5.1%

Biotechnology - 0.8%

Biogen Idec, Inc. (a)

11,000

$ 683,650

BioMarin Pharmaceutical, Inc. (a)

72,000

439,920

Cephalon, Inc. (a)

4,200

226,254

ConjuChem, Inc. (a)

27,700

259,411

Genentech, Inc. (a)

12,000

717,720

MedImmune, Inc. (a)

22,900

551,203

Millennium Pharmaceuticals, Inc. (a)

22,700

338,457

3,216,615

Health Care Equipment & Supplies - 1.2%

Arrow International, Inc.

8,200

247,394

Baxter International, Inc.

88,400

2,779,296

Dade Behring Holdings, Inc. (a)

11,700

522,405

Immucor, Inc. (a)

14,500

450,660

Medtronic, Inc.

3,500

167,650

St. Jude Medical, Inc. (a)

7,500

571,950

4,739,355

Health Care Providers & Services - 0.8%

Community Health Systems, Inc. (a)

10,000

255,000

Covance, Inc. (a)

9,900

358,578

Lincare Holdings, Inc. (a)

4,300

144,523

Odyssey Healthcare, Inc. (a)

17,000

288,150

Tenet Healthcare Corp. (a)

51,000

607,920

UnitedHealth Group, Inc.

22,400

1,461,600

WebMD Corp. (a)

25,000

221,500

3,337,271

Pharmaceuticals - 2.3%

Barr Pharmaceuticals, Inc. (a)

7,000

305,340

Forest Laboratories, Inc. (a)

4,450

282,086

Johnson & Johnson

31,400

1,749,294

Merck & Co., Inc.

53,900

2,549,470

Pfizer, Inc.

29,600

1,046,064

Schering-Plough Corp.

140,700

2,377,830

Wyeth

18,200

655,200

8,965,284

TOTAL HEALTH CARE

20,258,525

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - 8.0%

Aerospace & Defense - 2.0%

Boeing Co.

19,500

$ 893,100

Bombardier, Inc. Class B (sub. vtg.)

29,200

98,016

Embraer - Empresa Brasileira de Aeronautica SA sponsored ADR

11,900

302,974

Honeywell International, Inc.

105,600

3,558,720

Lockheed Martin Corp.

23,900

1,184,006

Northrop Grumman Corp.

4,200

433,146

Precision Castparts Corp.

6,800

318,852

Raytheon Co.

26,000

864,500

United Defense Industries, Inc. (a)

10,400

347,360

8,000,674

Air Freight & Logistics - 0.1%

Expeditors International of Washington, Inc.

13,000

590,720

Airlines - 0.4%

AirTran Holdings, Inc. (a)

47,000

654,240

Southwest Airlines Co.

73,100

1,133,781

1,788,021

Building Products - 0.4%

Masco Corp.

50,900

1,473,555

Trex Co., Inc. (a)

4,000

145,320

1,618,875

Commercial Services & Supplies - 1.6%

Avery Dennison Corp.

14,500

856,080

Casella Waste Systems, Inc. Class A (a)

22,000

307,560

Cendant Corp.

77,700

1,782,438

Cintas Corp.

11,200

508,256

Monster Worldwide, Inc. (a)

8,400

212,604

On Assignment, Inc. (a)

20,000

117,400

Robert Half International, Inc.

59,800

1,673,204

ServiceMaster Co.

18,000

218,880

Waste Management, Inc.

19,800

569,448

6,245,870

Construction & Engineering - 0.4%

Chicago Bridge & Iron Co. NV

26,671

770,792

Fluor Corp.

15,100

610,342

MasTec, Inc. (a)

20,000

85,400

1,466,534

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Electrical Equipment - 0.2%

FuelCell Energy, Inc. (a)

15,000

$ 238,050

Rockwell Automation, Inc.

12,000

406,320

644,370

Industrial Conglomerates - 2.6%

3M Co.

6,800

575,008

General Electric Co.

123,800

3,852,656

Tyco International Ltd.

189,900

5,847,021

10,274,685

Machinery - 0.2%

AGCO Corp. (a)

15,000

287,400

SPX Corp.

14,200

620,824

908,224

Road & Rail - 0.1%

Overnite Corp.

10,000

261,400

TOTAL INDUSTRIALS

31,799,373

INFORMATION TECHNOLOGY - 6.0%

Communications Equipment - 1.0%

Brocade Communications Systems, Inc. (a)

32,600

195,274

Cisco Systems, Inc. (a)

26,300

582,545

Foundry Networks, Inc. (a)

43,000

530,620

Lucent Technologies, Inc. (a)

170,000

606,900

McDATA Corp. Class A (a)

25,600

121,600

Motorola, Inc.

61,800

1,221,786

Telefonaktiebolaget LM Ericsson ADR (a)

18,600

519,870

3,778,595

Computers & Peripherals - 1.3%

Diebold, Inc.

4,500

221,085

Hewlett-Packard Co.

61,900

1,314,756

Hutchinson Technology, Inc. (a)

14,700

388,227

International Business Machines Corp.

32,900

2,914,611

Western Digital Corp. (a)

20,200

184,628

5,023,307

Electronic Equipment & Instruments - 1.0%

Agilent Technologies, Inc. (a)

4,000

102,800

Flextronics International Ltd. (a)

15,000

263,400

PerkinElmer, Inc.

14,600

284,846

Solectron Corp. (a)

134,106

737,583

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Thermo Electron Corp. (a)

22,200

$ 683,316

Waters Corp. (a)

43,200

1,990,656

4,062,601

Internet Software & Services - 0.2%

Yahoo!, Inc. (a)

27,100

830,886

IT Services - 0.2%

Affiliated Computer Services, Inc. Class A (a)

10,000

498,200

BearingPoint, Inc. (a)

15,900

136,422

The BISYS Group, Inc. (a)

14,700

185,955

820,577

Office Electronics - 0.2%

Xerox Corp. (a)

47,000

636,380

Semiconductors & Semiconductor Equipment - 1.3%

Agere Systems, Inc.:

Class A (a)

75,000

190,500

Class B (a)

58,700

143,815

Cabot Microelectronics Corp. (a)

8,000

249,200

FormFactor, Inc.

5,300

99,640

Intel Corp.

19,800

565,290

Intersil Corp. Class A

7,400

157,250

KLA-Tencor Corp. (a)

25,000

1,204,500

Micron Technology, Inc. (a)

23,000

345,690

National Semiconductor Corp. (a)

11,000

238,370

Novellus Systems, Inc. (a)

50,400

1,677,816

PMC-Sierra, Inc. (a)

22,000

310,200

5,182,271

Software - 0.8%

BEA Systems, Inc. (a)

38,100

328,803

Microsoft Corp.

107,500

2,832,625

Siebel Systems, Inc. (a)

20,000

216,000

3,377,428

TOTAL INFORMATION TECHNOLOGY

23,712,045

MATERIALS - 4.1%

Chemicals - 1.7%

Dow Chemical Co.

63,500

2,533,650

E.I. du Pont de Nemours & Co.

45,700

1,974,240

Ecolab, Inc.

8,100

247,131

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Chemicals - continued

Headwaters, Inc. (a)

10,000

$ 209,000

Lyondell Chemical Co.

38,700

639,324

Millennium Chemicals, Inc.

44,772

760,229

Olin Corp.

16,900

278,005

6,641,579

Containers & Packaging - 0.8%

Ball Corp.

4,500

307,395

Bemis Co., Inc.

17,100

471,105

Owens-Illinois, Inc. (a)

61,500

912,045

Packaging Corp. of America

27,000

634,500

Sealed Air Corp. (a)

7,300

366,971

Smurfit-Stone Container Corp. (a)

33,500

608,360

3,300,376

Metals & Mining - 1.3%

Alcoa, Inc.

18,000

563,400

Companhia Vale do Rio Doce sponsored ADR

5,700

288,990

Freeport-McMoRan Copper & Gold, Inc. Class B

15,000

504,450

GrafTech International Ltd. (a)

15,000

142,500

Massey Energy Co.

30,300

745,986

Metals USA, Inc. (a)

14,800

220,520

Newmont Mining Corp.

11,800

468,578

Nucor Corp.

27,800

1,830,630

Phelps Dodge Corp. (a)

8,000

543,200

5,308,254

Paper & Forest Products - 0.3%

Bowater, Inc.

19,600

827,708

Weyerhaeuser Co.

5,000

302,400

1,130,108

TOTAL MATERIALS

16,380,317

TELECOMMUNICATION SERVICES - 2.4%

Diversified Telecommunication Services - 2.0%

Cincinnati Bell, Inc. (a)

55,000

226,600

Citizens Communications Co. (a)

7,800

99,060

Covad Communications Group, Inc. (a)

245,800

528,470

SBC Communications, Inc.

164,000

3,886,800

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telefonos de Mexico SA de CV sponsored ADR

14,000

$ 470,960

Verizon Communications, Inc.

76,200

2,634,996

7,846,886

Wireless Telecommunication Services - 0.4%

Crown Castle International Corp. (a)

37,200

547,956

Nextel Communications, Inc. Class A (a)

18,600

430,218

Nextel Partners, Inc. Class A (a)

20,000

326,200

Western Wireless Corp. Class A (a)

5,800

158,804

1,463,178

TOTAL TELECOMMUNICATION SERVICES

9,310,064

UTILITIES - 1.4%

Electric Utilities - 1.1%

Entergy Corp.

20,700

1,130,427

FirstEnergy Corp.

18,100

705,900

PG&E Corp. (a)

20,300

578,550

PPL Corp.

7,000

302,050

Southern Co.

16,200

468,504

TXU Corp.

18,900

706,293

Westar Energy, Inc.

25,000

493,000

Xcel Energy, Inc.

7,500

127,425

4,512,149

Multi-Utilities & Unregulated Power - 0.3%

AES Corp. (a)

53,600

500,624

Calpine Corp. (a)

73,500

278,565

Public Service Enterprise Group, Inc.

5,000

210,800

989,989

TOTAL UTILITIES

5,502,138

TOTAL COMMON STOCKS

(Cost $269,108,644)

267,449,085

Preferred Stocks - 17.7%

Shares

Value (Note 1)

Convertible Preferred Stocks - 5.4%

CONSUMER DISCRETIONARY - 1.2%

Hotels, Restaurants & Leisure - 0.4%

Six Flags, Inc. 7.25% PIERS

82,700

$ 1,749,105

Media - 0.3%

Emmis Communications Corp. Series A, 6.25%

10,100

462,782

Radio One, Inc. 6.50%

470

495,116

957,898

Specialty Retail - 0.5%

Toys 'R' US, Inc. 6.25%

44,600

2,000,310

TOTAL CONSUMER DISCRETIONARY

4,707,313

ENERGY - 0.8%

Oil & Gas - 0.8%

Chesapeake Energy Corp. 6.75%

11,700

1,031,794

Valero Energy Corp. 2.00%

61,700

2,020,675

3,052,469

FINANCIALS - 0.9%

Diversified Financial Services - 0.9%

AES Trust VII 6.00%

80,100

3,584,475

INDUSTRIALS - 0.2%

Road & Rail - 0.2%

Kansas City Southern 4.25%

1,370

731,553

MATERIALS - 1.0%

Containers & Packaging - 0.8%

Owens-Illinois, Inc. 4.75%

99,210

2,986,221

Metals & Mining - 0.2%

Freeport-McMoRan Copper & Gold, Inc. 5.50% (d)

1,050

948,413

TOTAL MATERIALS

3,934,634

TELECOMMUNICATION SERVICES - 1.3%

Diversified Telecommunication Services - 1.3%

CenturyTel, Inc. 6.875% ACES

210,200

5,243,859

TOTAL CONVERTIBLE PREFERRED STOCKS

21,254,303

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - 12.3%

ENERGY - 1.8%

Oil & Gas - 1.8%

El Paso Tennessee Pipeline Co. Series A, 8.25%

164,900

$ 7,255,592

FINANCIALS - 7.0%

Capital Markets - 1.3%

Bear Stearns Companies, Inc.:

Series E, 6.155%

15,000

765,000

Series G, 5.49%

15,000

695,250

J.P. Morgan Chase & Co. (depositary shares) Series H, 6.625%

6,530

345,241

Lehman Brothers Holdings, Inc. (depositary shares) Series F, 6.50%

136,750

3,528,150

5,333,641

Commercial Banks - 0.2%

Banco Santander Central Hispano SA 6.41% (d)

31,400

788,925

Consumer Finance - 0.6%

SLM Corp. Series A, 6.97%

43,400

2,311,050

Diversified Financial Services - 0.7%

ABN Amro Capital Funding Trust VII 6.08%

60,400

1,404,904

EIX Trust II Series B, 8.60%

19,600

493,920

Heco Capital Trust III 6.50%

12,000

298,800

RC Trust I 7.00%

9,680

511,913

2,709,537

Real Estate - 1.1%

Apartment Investment & Management Co. Series U, 7.75%

39,000

910,260

Duke Realty Corp. (depositary shares) Series K, 6.50%

74,800

1,705,440

Glimcher Realty Trust Series G, 8.125%

51,200

1,262,080

Host Marriott Corp. Series E, 8.875%

20,000

500,000

4,377,780

Thrifts & Mortgage Finance - 3.1%

Fannie Mae:

Series H, 5.81%

29,200

1,460,000

Series L, 5.125%

90,900

4,081,410

Series N, 5.50%

71,650

3,439,200

Freddie Mac:

Series H, 5.10%

10,300

449,595

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Freddie Mac: - continued

Series O, 5.81%

19,500

$ 994,695

Series R, 5.70%

37,300

1,841,128

12,266,028

TOTAL FINANCIALS

27,786,961

MATERIALS - 0.3%

Chemicals - 0.2%

E.I. du Pont de Nemours & Co. Series B, 4.50%

9,900

836,550

Metals & Mining - 0.1%

Alcoa, Inc. 3.75%

6,400

494,400

TOTAL MATERIALS

1,330,950

UTILITIES - 3.2%

Electric Utilities - 3.2%

Alabama Power Co. 5.30%

88,600

2,055,520

Consolidated Edison Co. of New York, Inc. Series A, 5.00%

28,705

2,382,515

Duquesne Light Co. 6.50%

69,950

3,462,525

FPL Group Capital Trust I 5.875%

20,000

475,000

Monongahela Power Co. Series L, 7.73%

10,800

1,004,400

Southern California Edison Co.:

4.78%

46,500

836,070

Series B, 4.08%

27,271

455,426

Series C, 4.24%

43,300

742,595

Series D, 4.32%

70,000

1,200,500

12,614,551

TOTAL NONCONVERTIBLE PREFERRED STOCKS

48,988,054

TOTAL PREFERRED STOCKS

(Cost $73,799,839)

70,242,357

Money Market Funds - 1.6%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 1.09% (b)

5,587,577

$ 5,587,577

Fidelity Securities Lending Cash Central Fund, 1.08% (b)

552,075

552,075

TOTAL MONEY MARKET FUNDS

(Cost $6,139,652)

6,139,652

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $402,456,739)

397,069,637

NET OTHER ASSETS - (0.2)%

(617,097)

NET ASSETS - 100%

$ 396,452,540

Security Type Abbreviations

ACES

-

Automatic Common Exchange Securities

PIERS

-

Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(d) 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 $13,251,295 or 3.3% of net assets.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (ratings are unaudited):

AAA,AA,A

1.0%

BBB

0.9%

BB

3.0%

B

2.1%

CCC,CC,C

1.6%

Not Rated

4.8%

Equities

85.2%

Short-Term Investments and Net Other Assets

1.4%

100.0%

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

Purchases and sales of securities, other than short-term securities, aggregated $473,765,098 and $72,537,906, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $29,973 for the period.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

May 31, 2004 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $553,005) (cost $402,456,739) - See accompanying schedule

$ 397,069,637

Receivable for investments sold

1,914,636

Receivable for fund shares sold

869,178

Dividends receivable

430,779

Interest receivable

418,936

Prepaid expenses

51,654

Other receivables

32,970

Total assets

400,787,790

Liabilities

Payable for investments purchased

$ 2,958,072

Payable for fund shares redeemed

392,768

Accrued management fee

210,584

Distribution fees payable

29,331

Other affiliated payables

81,043

Other payables and accrued expenses

111,377

Collateral on securities loaned, at value

552,075

Total liabilities

4,335,250

Net Assets

$ 396,452,540

Net Assets consist of:

Paid in capital

$ 404,987,369

Undistributed net investment income

1,520,040

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

(4,667,775)

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

(5,387,094)

Net Assets

$ 396,452,540

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

May 31, 2004 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($14,148,420 ÷ 1,385,821 shares)

$ 10.21

Maximum offering price per share (100/94.25 of $10.21)

$ 10.83

Class T:
Net Asset Value
and redemption price per share ($17,465,948 ÷ 1,711,820 shares)

$ 10.20

Maximum offering price per share (100/96.50 of $10.20)

$ 10.57

Class B:
Net Asset Value
and offering price per share ($8,316,340 ÷ 816,493 shares)A

$ 10.19

Class C:
Net Asset Value
and offering price per share ($18,734,629 ÷ 1,839,312 shares)A

$ 10.19

Strategic Dividend & Income:
Net Asset Value
, offering price and redemption price per share ($334,904,915 ÷ 32,766,139 shares)

$ 10.22

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($2,882,288 ÷ 282,182 shares)

$ 10.21

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Statement of Operations

For the period December 23, 2003 (commencement of operations) to May 31, 2004 (Unaudited)

Investment Income

Dividends

$ 2,768,144

Interest

424,753

Security lending

2,136

Total income

3,195,033

Expenses

Management fee

$ 702,706

Transfer agent fees

281,959

Distribution fees

88,195

Accounting and security lending fees

51,650

Non-interested trustees' compensation

396

Custodian fees and expenses

52,683

Registration fees

92,953

Audit

16,326

Legal

60

Miscellaneous

170

Total expenses before reductions

1,287,098

Expense reductions

(71,320)

1,215,778

Net investment income (loss)

1,979,255

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(4,669,144)

Foreign currency transactions

1,369

Total net realized gain (loss)

(4,667,775)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(5,387,102)

Assets and liabilities in foreign currencies

8

Total change in net unrealized appreciation (depreciation)

(5,387,094)

Net gain (loss)

(10,054,869)

Net increase (decrease) in net assets resulting from operations

$ (8,075,614)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

For the period
December 23, 2003
(commencement
of operations) to
May 31, 2004
(Unaudited)

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 1,979,255

Net realized gain (loss)

(4,667,775)

Change in net unrealized appreciation (depreciation)

(5,387,094)

Net increase (decrease) in net assets resulting
from operations

(8,075,614)

Distributions to shareholders from net investment income

(459,215)

Share transactions - net increase (decrease)

404,987,369

Total increase (decrease) in net assets

396,452,540

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $1,520,040)

$ 396,452,540

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

Semiannual Report

Financial Highlights - Class A

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.06

Net realized and unrealized gain (loss)

.17 F

Total from investment operations

.23

Distributions from net investment income

(.02)

Net asset value, end of period

$ 10.21

Total Return B,C,D

2.24%

Ratios to Average Net Assets H

Expenses before expense reductions

1.26%A

Expenses net of voluntary waivers, if any

1.20%A

Expenses net of all reductions

1.17% A

Net investment income (loss)

1.44% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 14,148

Portfolio turnover rate

61% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class T

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.05

Net realized and unrealized gain (loss)

.16F

Total from investment operations

.21

Distributions from net investment income

(.01)

Net asset value, end of period

$ 10.20

Total ReturnB,C,D

2.10%

Ratios to Average Net AssetsH

Expenses before expense reductions

1.51%A

Expenses net of voluntary waivers, if any

1.45%A

Expenses net of all reductions

1.42%A

Net investment income (loss)

1.19%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 17,466

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class B

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.03

Net realized and unrealized gain (loss)

.17F

Total from investment operations

.20

Distributions from net investment income

(.01)

Net asset value, end of period

$ 10.19

Total ReturnB,C,D

1.95%

Ratios to Average Net AssetsH

Expenses before expense reductions

2.04%A

Expenses net of voluntary waivers, if any

1.95%A

Expenses net of all reductions

1.92%A

Net investment income (loss)

.69%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,316

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Class C

Period ended
May 31, 2004
G

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)E

.03

Net realized and unrealized gain (loss)

.17F

Total from investment operations

.20

Distributions from net investment income

(.01)

Net asset value, end of period

$ 10.19

Total ReturnB,C,D

1.95%

Ratios to Average Net AssetsH

Expenses before expense reductions

2.00%A

Expenses net of voluntary waivers, if any

1.95%A

Expenses net of all reductions

1.92%A

Net investment income (loss)

.70%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 18,735

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

G For the period December 23, 2003 (commencement of operations) to May 31, 2004.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Strategic Dividend & Income

Period ended
May 31, 2004
F

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)D

.07

Net realized and unrealized gain (loss)

.17E

Total from investment operations

.24

Distributions from net investment income

(.02)

Net asset value, end of period

$ 10.22

Total ReturnB,C

2.34%

Ratios to Average Net AssetsG

Expenses before expense reductions

.98%A

Expenses net of voluntary waivers, if any

.95%A

Expenses net of all reductions

.92%A

Net investment income (loss)

1.69%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 334,905

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

F For the period December 23, 2003 (commencement of operations) to May 31, 2004.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Institutional Class

Period ended
May 31, 2004
F

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss)D

.07

Net realized and unrealized gain (loss)

.16E

Total from investment operations

.23

Distributions from net investment income

(.02)

Net asset value, end of period

$ 10.21

Total ReturnB,C

2.29%

Ratios to Average Net AssetsG

Expenses before expense reductions

.97%A

Expenses net of voluntary waivers, if any

.95%A

Expenses net of all reductions

.92%A

Net investment income (loss)

1.69%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,882

Portfolio turnover rate

61%A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the period shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

F For the period December 23, 2003 (commencement of operations) to May 31, 2004.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2004 (Unaudited)

1. Significant Accounting Policies.

Fidelity Strategic Dividend & Income 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 (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

The fund offers Class A, Class T, Class B, Class C, Strategic Dividend & Income, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

1. Significant Accounting Policies - continued

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

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

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

The federal tax cost of investments including unrealized appreciation (depreciation) as of period end was as follows:

Unrealized appreciation

$ 11,387,054

Unrealized depreciation

(17,358,736)

Net unrealized appreciation (depreciation)

$ (5,971,682)

Cost for federal income tax purposes

$ 403,041,319

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Restricted Securities. The fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

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

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .57% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 8,385

$ 1,044

Class T

.25%

.25%

19,894

2,134

Class B

.75%

.25%

18,667

15,072

Class C

.75%

.25%

41,249

33,233

$ 88,195

$ 51,483

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

$ 60,335

Class T

26,761

Class B*

1,657

Class C*

1,693

$ 90,446

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Strategic Dividend & Income. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, , is the transfer agent for Strategic Dividend & Income shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FIIOC or FSC were as follows:

Amount

% of
Average
Net Assets

Class A

$ 9,057

.27*

Class T

10,824

.27*

Class B

5,419

.29*

Class C

11,107

.27*

Strategic Dividend & Income

243,794

.23*

Institutional Class

1,758

.19*

$ 281,959

* Annualized

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $39,008 for the period.

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

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

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

7. Expense Reductions.

Effective December 23, 2003, FMR agreed to reimburse each class to the extent operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

1.20%

$ 1,967

Class T

1.45%

2,370

Class B

1.95%

1,696

Class C

1.95%

2,299

Strategic Dividend & Income

.95%

28,989

Institutional Class

.95%

184

$ 37,505

Semiannual Report

7. Expense Reductions - continued

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $32,350 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $1,465.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

For the period
December 23, 2003
(commencement
of operations) to
May 31, 2004

From net investment income

Class A

$ 10,278

Class T

8,648

Class B

1,881

Class C

4,276

Strategic Dividend & Income

430,123

Institutional Class

4,009

Total

$ 459,215

Semiannual Report

Notes to Financial Statements (Unaudited)- continued

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

For the period
December 23, 2003
(commencement
of operations) to
May 31, 2004

For the period
December 23, 2003
(commencement
of operations) to May 31, 2004

Class A

Shares sold

1,470,027

$ 15,212,108

Reinvestment of distributions

671

7,171

Shares redeemed

(84,877)

(863,448)

Net increase (decrease)

1,385,821

$ 14,355,831

Class T

Shares sold

1,734,620

$ 17,977,006

Reinvestment of distributions

584

6,236

Shares redeemed

(23,384)

(238,262)

Net increase (decrease)

1,711,820

$ 17,744,980

Class B

Shares sold

839,815

$ 8,642,138

Reinvestment of distributions

118

1,255

Shares redeemed

(23,440)

(238,135)

Net increase (decrease)

816,493

$ 8,405,258

Class C

Shares sold

1,863,966

$ 19,253,693

Reinvestment of distributions

266

2,843

Shares redeemed

(24,920)

(252,395)

Net increase (decrease)

1,839,312

$ 19,004,141

Strategic Dividend & Income

Shares sold

39,208,484

$ 408,802,215

Reinvestment of distributions

36,183

386,431

Shares redeemed

(6,478,528)

(66,603,303)

Net increase (decrease)

32,766,139

$ 342,585,343

Institutional Class

Shares sold

292,166

$ 2,993,335

Reinvestment of distributions

218

2,327

Shares redeemed

(10,202)

(103,846)

Net increase (decrease)

282,182

$ 2,891,816

Semiannual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Write Fidelity

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
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

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 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

123 South Lake Avenue
Pasadena, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Semiannual Report

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

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

6005 West Park Boulevard
Plano, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, 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 Income 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

SDI-USAN-0704
1.802526.100

Fidelity®

Independence

Fund

Semiannual Report

May 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

For a free copy of the fund's proxy voting guidelines visit www.fidelity.com/goto/proxyguidelines, call 1-800-544-8544, or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

(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.

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Changes

Top Ten Stocks as of May 31, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Pfizer, Inc.

4.1

0.5

Clear Channel Communications, Inc.

2.8

2.5

Research in Motion Ltd.

2.8

0.8

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

2.5

1.6

Microsoft Corp.

2.3

4.1

Vodafone Group PLC sponsored ADR

2.3

2.0

Siebel Systems, Inc.

2.2

1.0

Cisco Systems, Inc.

2.1

2.6

Yahoo!, Inc.

2.1

1.5

Telefonaktiebolaget LM Ericsson ADR

2.1

0.0

25.3

Top Five Market Sectors as of May 31, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

29.3

27.6

Health Care

19.2

13.6

Consumer Discretionary

17.9

15.0

Industrials

11.2

11.6

Financials

6.8

17.2

Asset Allocation (% of fund's net assets)

As of May 31, 2004*

As of November 30, 2003**

Stocks 96.9%

Stocks 97.1%

Short-Term
Investments and
Net Other Assets 3.1%

Short-Term
Investments and
Net Other Assets 2.9%

* Foreign
investments

20.4%

** Foreign
investments

14.3%



Semiannual Report

Investments May 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.9%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 17.9%

Auto Components - 0.2%

Gentex Corp.

247,300

$ 9,397

Automobiles - 0.4%

Harley-Davidson, Inc.

298,500

17,161

Hotels, Restaurants & Leisure - 3.9%

Carnival Corp. unit

1,790,500

76,293

Kerzner International Ltd. (a)

1,005,390

42,629

Krispy Kreme Doughnuts, Inc. (a)

99,999

2,147

McDonald's Corp.

1,270,500

33,541

Outback Steakhouse, Inc.

437,300

18,563

173,173

Internet & Catalog Retail - 0.8%

Amazon.com, Inc. (a)

758,600

36,633

Leisure Equipment & Products - 0.4%

Brunswick Corp.

440,500

17,840

Media - 8.3%

Clear Channel Communications, Inc.

3,175,000

126,048

EchoStar Communications Corp. Class A (a)

1,137,700

36,588

Lamar Advertising Co. Class A (a)

968,400

39,579

Pixar (a)

305,260

20,712

Radio One, Inc. Class D (non-vtg.) (a)

2,299,600

39,737

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

3,051,400

112,566

375,230

Specialty Retail - 3.9%

Best Buy Co., Inc.

716,700

37,813

Home Depot, Inc.

1,177,000

42,278

Hot Topic, Inc. (a)

312,500

6,753

Ross Stores, Inc.

634,300

16,612

The Pep Boys - Manny, Moe & Jack

1,047,859

25,662

Weight Watchers International, Inc. (a)

1,355,800

47,250

176,368

TOTAL CONSUMER DISCRETIONARY

805,802

CONSUMER STAPLES - 0.5%

Food & Staples Retailing - 0.3%

Whole Foods Market, Inc.

135,400

11,644

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Household Products - 0.2%

Colgate-Palmolive Co.

152,900

$ 8,746

TOTAL CONSUMER STAPLES

20,390

ENERGY - 3.1%

Energy Equipment & Services - 3.1%

BJ Services Co. (a)

2,178,461

91,256

Nabors Industries Ltd. (a)

1,157,200

47,908

139,164

FINANCIALS - 6.8%

Commercial Banks - 1.3%

Fifth Third Bancorp

506,600

27,503

Wells Fargo & Co.

541,000

31,811

59,314

Consumer Finance - 1.5%

American Express Co.

1,367,200

69,317

Diversified Financial Services - 1.3%

Citigroup, Inc.

1,221,900

56,733

Insurance - 2.4%

AFLAC, Inc.

659,400

26,772

AMBAC Financial Group, Inc.

283,600

19,611

American International Group, Inc.

805,200

59,021

UICI (a)

141,800

2,819

108,223

Thrifts & Mortgage Finance - 0.3%

New York Community Bancorp, Inc.

589,300

13,801

TOTAL FINANCIALS

307,388

HEALTH CARE - 19.2%

Biotechnology - 3.8%

Angiotech Pharmaceuticals, Inc. (a)

1,489,500

32,953

Biogen Idec, Inc. (a)

957,700

59,521

Genentech, Inc. (a)

429,800

25,706

QLT, Inc. (a)

1,861,500

43,083

SciClone Pharmaceuticals, Inc. (a)

200,000

994

Serologicals Corp. (a)

629,100

10,776

173,033

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - 3.4%

Alcon, Inc.

366,600

$ 28,763

American Medical Systems Holdings, Inc. (a)

264,800

8,296

Animas Corp.

123,300

2,411

Becton, Dickinson & Co.

513,800

25,854

Cooper Companies, Inc.

515,684

28,466

Fisher Scientific International, Inc. (a)

246,000

14,123

Medtronic, Inc.

699,900

33,525

ResMed, Inc. (a)

228,800

11,623

153,061

Health Care Providers & Services - 5.1%

Caremark Rx, Inc. (a)

928,700

28,975

Health Management Associates, Inc. Class A

1,817,300

39,962

Henry Schein, Inc. (a)

570,900

38,342

Odyssey Healthcare, Inc. (a)

641,300

10,870

Pediatrix Medical Group, Inc. (a)

150,300

9,935

Tenet Healthcare Corp. (a)

4,844,400

57,745

UnitedHealth Group, Inc.

669,700

43,698

229,527

Pharmaceuticals - 6.9%

Barr Pharmaceuticals, Inc. (a)

102,900

4,488

Elan Corp. PLC sponsored ADR (a)

1,593,500

37,431

Pfizer, Inc.

5,268,900

186,206

Schering-Plough Corp.

3,870,600

65,413

Wyeth

469,200

16,891

310,429

TOTAL HEALTH CARE

866,050

INDUSTRIALS - 11.2%

Aerospace & Defense - 0.5%

Embraer - Empresa Brasileira de Aeronautica SA sponsored ADR

815,200

20,755

Airlines - 1.2%

AirTran Holdings, Inc. (a)

1,628,400

22,667

Ryanair Holdings PLC:

warrants (UBS Warrant Programme) 2/25/06 (a)

1,587,379

8,415

sponsored ADR (a)

706,100

21,670

52,752

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Commercial Services & Supplies - 3.4%

Herman Miller, Inc.

731,300

$ 17,610

HNI Corp.

380,700

15,179

Monster Worldwide, Inc. (a)

1,264,081

31,994

Robert Half International, Inc.

1,178,200

32,966

Sothebys Holdings, Inc. Class A (ltd. vtg.) (a)(c)

2,770,400

41,307

Universal Technical Institute, Inc.

374,500

15,272

154,328

Construction & Engineering - 0.3%

Fluor Corp.

352,700

14,256

Industrial Conglomerates - 4.0%

3M Co.

600,700

50,795

General Electric Co.

1,218,300

37,913

Tyco International Ltd.

2,987,700

91,991

180,699

Machinery - 1.8%

Ingersoll-Rand Co. Ltd. Class A

313,500

20,472

Joy Global, Inc.

1,469,100

40,400

SPX Corp.

209,800

9,172

Timken Co.

471,900

10,755

80,799

TOTAL INDUSTRIALS

503,589

INFORMATION TECHNOLOGY - 29.3%

Communications Equipment - 8.8%

Andrew Corp. (a)

1,003,600

19,721

Cisco Systems, Inc. (a)

4,252,800

94,200

Comverse Technology, Inc. (a)

1,739,620

30,739

Emulex Corp. (a)

1,064,800

19,890

QLogic Corp. (a)

380,938

11,695

Research in Motion Ltd. (a)

1,044,600

125,279

Telefonaktiebolaget LM Ericsson ADR (a)

3,294,000

92,067

393,591

Computers & Peripherals - 2.4%

Creative Technology Ltd. (Singapore)

11,350

114

Diebold, Inc.

417,600

20,517

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

Seagate Technology

5,567,200

$ 68,477

UNOVA, Inc. (a)

1,180,583

20,483

109,591

Electronic Equipment & Instruments - 0.6%

Ingram Micro, Inc. Class A (a)

1,701,840

24,592

Internet Software & Services - 3.4%

Akamai Technologies, Inc. (a)

1,624,000

24,133

SkillSoft PLC sponsored ADR (a)

2,562,600

25,626

VeriSign, Inc. (a)

554,227

10,054

Yahoo!, Inc. (a)

3,025,700

92,768

152,581

IT Services - 5.1%

Affiliated Computer Services, Inc. Class A (a)

743,600

37,046

Ceridian Corp. (a)

861,300

19,293

DST Systems, Inc. (a)

213,500

10,257

First Data Corp.

2,071,800

89,688

Infosys Technologies Ltd.

351,021

39,111

Paychex, Inc.

510,988

19,167

Satyam Computer Services Ltd.

2,494,700

16,768

231,330

Semiconductors & Semiconductor Equipment - 3.0%

Analog Devices, Inc.

1,221,000

60,012

Sigmatel, Inc.

1,071,800

27,181

Silicon Laboratories, Inc. (a)

590,300

30,808

Texas Instruments, Inc.

709,500

18,525

136,526

Software - 6.0%

Amdocs Ltd. (a)

746,600

18,426

Microsoft Corp.

3,895,800

102,654

Siebel Systems, Inc. (a)

9,085,300

98,121

Synopsys, Inc. (a)

1,715,200

50,770

269,971

TOTAL INFORMATION TECHNOLOGY

1,318,182

MATERIALS - 4.2%

Chemicals - 2.0%

Dow Chemical Co.

1,028,900

41,053

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Chemicals - continued

Nitto Denko Corp.

440,500

$ 23,889

Spartech Corp.

1,164,907

26,653

91,595

Metals & Mining - 2.2%

Arch Coal, Inc.

448,000

14,560

BHP Billiton Ltd. sponsored ADR

1,916,300

33,056

Companhia Vale do Rio Doce sponsored ADR

959,300

48,637

96,253

TOTAL MATERIALS

187,848

TELECOMMUNICATION SERVICES - 4.7%

Wireless Telecommunication Services - 4.7%

American Tower Corp. Class A (a)

1,440,000

19,915

Crown Castle International Corp. (a)

6,046,669

89,067

Vodafone Group PLC sponsored ADR

4,275,000

101,574

210,556

TOTAL COMMON STOCKS

(Cost $4,002,922)

4,358,969

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies, Inc. Series E (a)(d)

41,400

75

Procket Networks, Inc. Series C (d)

1,721,344

430

505

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $17,714)

505

Money Market Funds - 3.8%

Shares

Value (Note 1) (000s)

Fidelity Cash Central Fund, 1.09% (b)

116,986,060

$ 116,986

Fidelity Securities Lending Cash Central Fund, 1.08% (b)

55,312,650

55,313

TOTAL MONEY MARKET FUNDS

(Cost $172,299)

172,299

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $4,192,935)

4,531,773

NET OTHER ASSETS - (0.7)%

(30,858)

NET ASSETS - 100%

$ 4,500,915

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. 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 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $505,000 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Chorum Technologies, Inc. Series E

9/19/00

$ 714

Procket Networks, Inc. Series C

2/9/01

$ 17,000

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

79.6%

Canada

4.5%

United Kingdom

2.7%

Ireland

2.1%

Sweden

2.1%

Panama

1.7%

Brazil

1.6%

Cayman Islands

1.5%

India

1.3%

Bahamas (Nassau)

1.0%

Others (individually less than 1%)

1.9%

100.0%

Purchases and sales of securities, other than short-term securities, aggregated $2,994,119,000 and $3,361,017,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $269,000 for the period.

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 $10,256,000. The weighted average interest rate was 1.13%. At period end there were no interfund loans outstanding.

Income Tax Information

At November 30, 2003, the fund had a capital loss carryforward of approximately $2,000,656,000 of which $1,455,368,000 and $545,288,000 will expire on November 30, 2009 and 2010, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

May 31, 2004 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $53,991) (cost $4,192,935) - See accompanying schedule

$ 4,531,773

Receivable for investments sold

28,137

Receivable for fund shares sold

1,310

Dividends receivable

5,717

Interest receivable

159

Prepaid expenses

14

Other affiliated receivables

23

Other receivables

1,151

Total assets

4,568,284

Liabilities

Payable for investments purchased

$ 3,564

Payable for fund shares redeemed

5,631

Accrued management fee

1,895

Other affiliated payables

896

Other payables and accrued expenses

70

Collateral on securities loaned, at value

55,313

Total liabilities

67,369

Net Assets

$ 4,500,915

Net Assets consist of:

Paid in capital

$ 5,891,788

Distributions in excess of net investment income

(2,319)

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

(1,727,869)

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

339,315

Net Assets, for 277,032 shares outstanding

$ 4,500,915

Net Asset Value, offering price and redemption price per share ($4,500,915 ÷ 277,032 shares)

$ 16.25

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended May 31, 2004 (Unaudited)

Investment Income

Dividends

$ 14,681

Interest

417

Security lending

460

Total income

15,558

Expenses

Management fee
Basic fee

$ 13,421

Performance adjustment

(2,785)

Transfer agent fees

4,183

Accounting and security lending fees

491

Non-interested trustees' compensation

16

Appreciation in deferred trustee compensation account

13

Custodian fees and expenses

114

Registration fees

26

Audit

45

Legal

12

Interest

2

Miscellaneous

31

Total expenses before reductions

15,569

Expense reductions

(1,227)

14,342

Net investment income (loss)

1,216

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

276,956

Foreign currency transactions

686

Total net realized gain (loss)

277,642

Change in net unrealized appreciation (depreciation) on:

Investment securities

(10,158)

Assets and liabilities in foreign currencies

58

Total change in net unrealized appreciation (depreciation)

(10,100)

Net gain (loss)

267,542

Net increase (decrease) in net assets resulting from operations

$ 268,758

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
May 31, 2004
(Unaudited)

Year ended
November 30,
2003

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 1,216

$ 43,741

Net realized gain (loss)

277,642

608,783

Change in net unrealized appreciation (depreciation)

(10,100)

(101,011)

Net increase (decrease) in net assets resulting
from operations

268,758

551,513

Distributions to shareholders from net investment income

(29,382)

(67,226)

Share transactions
Net proceeds from sales of shares

164,394

409,847

Reinvestment of distributions

29,180

66,756

Cost of shares redeemed

(523,177)

(812,268)

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

(329,603)

(335,665)

Total increase (decrease) in net assets

(90,227)

148,622

Net Assets

Beginning of period

4,591,142

4,442,520

End of period (including distributions in excess of net investment income of $2,319 and undistributed net investment income of $25,847, respectively)

$ 4,500,915

$ 4,591,142

Other Information

Shares

Sold

10,455

29,449

Issued in reinvestment of distributions

1,867

4,989

Redeemed

(32,439)

(58,519)

Net increase (decrease)

(20,117)

(24,081)

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

Semiannual Report

Financial Highlights

Six months ended
May 31, 2004

Years ended November 30,

(Unaudited)

2003

2002

2001

2000

1999

Selected Per-Share Data

Net asset value, beginning of period

$ 15.45

$ 13.83

$ 15.84

$ 24.46

$ 23.82

$ 21.40

Income from Investment Operations

Net investment income (loss) D

-F

.14

.21

.17

.05

.05

Net realized and unrealized gain (loss)

.90

1.69

(2.02)

(4.60)

3.83

5.25

Total from investment operations

.90

1.83

(1.81)

(4.43)

3.88

5.30

Distributions from net investment income

(.10)

(.21)

(.20)

(.08)

(.05)

(.14)

Distributions from net realized gain

-

-

-

(4.11)

(3.19)

(2.74)

Total distributions

(.10)

(.21)

(.20)

(4.19)

(3.24)

(2.88)

Net asset value, end of period

$ 16.25

$ 15.45

$ 13.83

$ 15.84

$ 24.46

$ 23.82

Total Return B,C

5.85%

13.47%

(11.57)%

(22.86)%

17.02%

27.93%

Ratios to Average Net Assets E

Expenses before expense reductions

.67%A

.62%

1.07%

.97%

.88%

.63%

Expenses net of voluntary waivers, if any

.67%A

.62%

1.07%

.97%

.88%

.63%

Expenses net of all reductions

.62%A

.55%

.97%

.92%

.85%

.58%

Net investment income (loss)

.05%A

1.00%

1.41%

.95%

.19%

.25%

Supplemental Data

Net assets, end of period (in millions)

$ 4,501

$ 4,591

$ 4,443

$ 5,483

$ 7,921

$ 5,912

Portfolio turnover rate

133%A

166%

191%

187%

249%

310%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

F Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2004 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Independence 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 (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investments including unrealized appreciation (depreciation) as of period end was as follows:

Unrealized appreciation

$ 508,973

|

Unrealized depreciation

(173,563)

Net unrealized appreciation (depreciation)

$ 335,410

Cost for federal income tax purposes

$ 4,196,363

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Restricted Securities. The fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

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

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment(up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .46% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .18% of average net assets.

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $410 for the period.

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

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 funds to borrow from, or lend money to, other participating funds. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

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

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $1,218 for the period. In addition, through arrangements with the fund's transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's transfer agent expenses by $9.

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. Companies which are affiliates of the fund at period-end are noted in the fund's Schedule of Investments. Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Sothebys Holdings, Inc. Class A (ltd. vtg.)

$ 22,909

$ 10,556

$ -

$ -

$ 41,307

Semiannual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Write Fidelity

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
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

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 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity International Investment
Advisors

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Fidelity's Growth Funds

Aggressive Growth Fund

Blue Chip Growth Fund

Blue Chip Value Fund

Capital Appreciation Fund

Contrafund®

Disciplined Equity Fund

Discovery Fund

Dividend Growth Fund

Export and Multinational Fund

Fidelity Fifty®

Fidelity Value Discovery Fund

Focused Stock Fund

Growth Company Fund

Independence Fund

Large Cap Stock Fund

Leveraged Company Stock Fund

Low-Priced Stock Fund

Magellan® Fund

Mid-Cap Stock Fund

New Millennium Fund®

OTC Portfolio

Small Cap Independence Fund

Small Cap Stock Fund

Stock Selector

Structured Large Cap Growth Fund

Structured Large Cap Value Fund

Structured Mid Cap Growth Fund

Structured Mid Cap Value Fund

Tax Managed Stock Fund

Trend Fund

Value Fund

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

FRE-SANN-0704
1.479485.106

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 9. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Financial Trust's Board of Trustees.

Item 10. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Financial Trust's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the Trust's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 11. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Financial Trust

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

July 22, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

July 22, 2004

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

July 22, 2004