N-CSR 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 811-649

Fidelity Puritan 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:

July 31

Date of reporting period:

July 31, 2005

Item 1. Reports to Stockholders

Fidelity®

Balanced

Fund

Annual Report

July 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

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.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and 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.

For nearly 60 years, Fidelity 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. 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

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2005

Past 1
year

Past 5
years

Past 10
years

Fidelity® Balanced Fund

18.04%

7.96%

10.64%

$10,000 Over 10 years

Let's say hypothetically that $10,000 was invested in Fidelity® Balanced Fund on July 31, 1995. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500SM Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Larry Rakers and George Fischer, Co-Portfolio Managers of Fidelity® Balanced Fund

A late-inning rally in the equity and investment-grade bond markets helped propel bellwether indexes into positive territory for the year ending July 31, 2005. While equities moved up and down in cadence with gyrations in oil prices and investors' concerns about inflation, they ended the period on a high note, as bullish economic data and strong corporate earnings - particularly in July - urged on respectable gains, even as oil prices broke through the $60-per-barrel mark. The Standard & Poor's 500SM Index and the NASDAQ Composite® Index rose 14.05% and 16.51%, respectively, during the period. Small- and mid-capitalization stocks outperformed large-caps, as the blue-chips' proxy Dow Jones Industrial AverageSM gained a more modest 7.29%. Meanwhile, in the fixed-income market, the Lehman Brothers® Aggregate Bond Index - a measure of the overall investment-grade bond universe - rose 4.79%. Much of this gain was driven by the higher-yielding spread sectors, such as investment-grade corporates and mortgage-backed securities, although healthy returns from Treasuries also helped support the market's advance.

For the 12 months ending July 31, 2005, the fund returned 18.04%, compared with 11.18% for the LipperSM Balanced Funds Average and 12.83% for the Fidelity Balanced Hybrid Composite Index, a hypothetical blend of the total returns of the Russell 3000® Index, Russell 3000 Value Index and the Lehman Brothers Aggregate Bond Index, using weightings of 30%, 30% and 40%, respectively. In equities, the fund benefited from favorable stock picking in energy, health care, consumer discretionary and materials, along with an overweighting in the health care equipment and services subsector. Among individual holdings, energy services conglomerate Halliburton blew past analysts' second-quarter earnings estimates, handily reversing a year-earlier loss. The top contributor compared with the equity benchmark was technology stock Freescale Semiconductor. Robust earnings gains, fueled in part by strong cellular handset demand, helped Freescale's stock. Canadian electronics contract manufacturer Celestica was the biggest detractor in absolute terms and third-largest relative to the equity benchmark. The company's share price fell sharply after reporting that sales for its fiscal third quarter were behind forecasts. In telecommunication services, broadband provider Covad Communications Group struggled following disappointing fourth-quarter financial results. On the fixed-income side, the fund enjoyed benchmark-beating performance from both investment-grade and high-yield bonds.

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

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2005 to July 31, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Beginning
Account Value
February 1, 2005

Ending
Account Value
July 31, 2005

Expenses Paid
During Period*
February 1, 2005
to July 31, 2005

Actual

$ 1,000.00

$ 1,071.40

$ 3.34

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,021.57

$ 3.26

*Expenses are equal to the Fund's annualized expense ratio of .65%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Five Stocks as of July 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

General Electric Co.

1.8

1.6

National Oilwell Varco, Inc.

1.3

0.8

Bank of America Corp.

1.2

1.5

Halliburton Co.

1.2

0.6

American International Group, Inc.

1.2

1.0

6.7

Top Five Bond Issuers as of July 31, 2005

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Fannie Mae

13.7

11.3

U.S. Treasury Obligations

4.5

5.2

Freddie Mac

2.2

1.6

United Mexican States

0.2

0.3

Dominion Resources, Inc.

0.2

0.1

20.8

Top Five Market Sectors as of July 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

14.5

16.3

Information Technology

12.1

11.0

Industrials

9.6

9.2

Energy

8.6

7.1

Health Care

8.3

8.8

Asset Allocation (% of fund's net assets)

As of July 31, 2005*

As of January 31, 2005**

Stocks 70.2%

Stocks 69.3%

Bonds 31.3%

Bonds 30.1%

Convertible
Securities 0.2%

Convertible
Securities 0.5%

Short-Term
Investments and
Net Other Assets*** (1.7)%

Short-Term
Investments and
Net Other Assets 0.1%

* Foreign investments

8.1%

** Foreign investments

9.5%



Percentages are adjusted for the effect of futures contracts and swap contracts, if applicable.

***Short-Term Investments and Net Other Assets are not included in the pie chart.

Annual Report

Investments July 31, 2005

Showing Percentage of Net Assets

Common Stocks - 70.1%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 7.0%

Auto Components - 0.4%

American Axle & Manufacturing Holdings, Inc.

1,206,400

$ 33,236

Lear Corp.

8,800

376

TRW Automotive Holdings Corp. (a)

644,800

17,171

50,783

Automobiles - 0.0%

Coachmen Industries, Inc.

332,900

4,388

Diversified Consumer Services - 0.2%

Career Education Corp. (a)

456,700

17,715

Carriage Services, Inc. Class A (a)

542,400

3,423

Education Management Corp. (a)

110,400

3,836

Service Corp. International (SCI)

496,500

4,305

29,279

Hotels, Restaurants & Leisure - 0.9%

Brinker International, Inc. (a)

329,600

13,481

Carnival Corp. unit

179,800

9,422

Kerzner International Ltd. (a)

369,600

22,084

McDonald's Corp.

1,216,800

37,928

Outback Steakhouse, Inc.

162,900

7,588

Royal Caribbean Cruises Ltd.

499,200

22,689

Six Flags, Inc. (a)

714,800

3,753

WMS Industries, Inc. (a)

218,000

7,105

124,050

Household Durables - 1.5%

D.R. Horton, Inc.

635,560

26,109

Interface, Inc. Class A (a)

1,796,828

18,346

KB Home

489,300

40,079

LG Electronics, Inc.

242,530

15,785

Ryland Group, Inc.

355,400

28,716

Sony Corp. sponsored ADR

238,000

7,737

Standard Pacific Corp.

184,600

17,609

Techtronic Industries Co. Ltd.

7,057,000

17,521

Tempur-Pedic International, Inc. (a)

247,900

4,266

Toll Brothers, Inc. (a)

844,200

46,786

222,954

Internet & Catalog Retail - 0.1%

eBay, Inc. (a)

421,320

17,603

Leisure Equipment & Products - 0.1%

Brunswick Corp.

382,500

17,809

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Media - 2.6%

ADVO, Inc.

223,100

$ 7,842

Antena 3 Television SA

688,400

13,580

Discovery Holding Co. Class A (a)

226,216

3,228

E.W. Scripps Co. Class A

305,200

15,422

EchoStar Communications Corp. Class A

936,100

26,885

Gestevision Telecinco SA

305,800

7,249

Lagardere S.C.A. (Reg.) (f)

218,200

15,755

Lamar Advertising Co. Class A (a)

951,400

41,871

Liberty Global, Inc. Class A (a)

542,607

25,741

Liberty Media Corp. Class A (a)

2,262,168

19,884

McGraw-Hill Companies, Inc.

248,000

11,410

News Corp. Class A

1,862,092

30,501

NTL, Inc. (a)

806,830

53,759

Omnicom Group, Inc.

153,000

12,985

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

455,304

6,015

Salem Communications Corp. Class A (a)

264,849

5,321

SBS Broadcasting SA (a)

93,100

4,449

SES Global unit

495,801

7,779

The DIRECTV Group, Inc. (a)

783,800

12,071

TVN SA

381,809

5,747

Vivendi Universal SA sponsored ADR

307,400

9,769

Walt Disney Co.

1,280,900

32,842

370,105

Multiline Retail - 0.4%

Dollar Tree Stores, Inc. (a)

569,700

14,237

Family Dollar Stores, Inc.

66,000

1,703

Federated Department Stores, Inc.

195,700

14,848

Fred's, Inc. Class A

706,700

13,639

JCPenney Co., Inc.

245,200

13,766

Target Corp.

22,000

1,293

59,486

Specialty Retail - 0.8%

Aeropostale, Inc. (a)

381,600

11,391

Best Buy Co., Inc.

101,300

7,760

Big 5 Sporting Goods Corp.

396,671

10,968

Edgars Consolidated Stores Ltd.

444,000

2,155

Foot Locker, Inc.

714,100

17,853

Home Depot, Inc.

436,200

18,979

Linens 'N Things, Inc. (a)

132,200

3,470

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Pacific Sunwear of California, Inc. (a)

645,225

$ 15,737

Ross Stores, Inc.

297,600

7,886

Sports Authority, Inc. (a)

148,700

4,729

Staples, Inc.

266,700

6,073

The Pep Boys - Manny, Moe & Jack

943,500

12,822

119,823

TOTAL CONSUMER DISCRETIONARY

1,016,280

CONSUMER STAPLES - 3.9%

Beverages - 0.3%

Coca-Cola Enterprises, Inc.

422,400

9,926

Diageo PLC sponsored ADR

35,200

1,960

The Coca-Cola Co.

711,500

31,135

43,021

Food & Staples Retailing - 0.7%

CVS Corp.

1,096,800

34,034

Jean Coutu Group, Inc. Class A (sub. vtg.)

719,000

10,747

Rite Aid Corp. (a)

793,300

3,562

Safeway, Inc.

499,300

12,133

Wal-Mart de Mexico SA de CV Series V

220,200

987

Wal-Mart Stores, Inc.

945,500

46,660

Walgreen Co.

69,400

3,321

111,444

Food Products - 0.9%

Bunge Ltd.

273,700

16,802

Corn Products International, Inc.

836,500

20,135

Dean Foods Co. (a)

258,400

9,225

General Mills, Inc.

315,900

14,974

Groupe Danone

82,000

8,113

Kellogg Co.

228,100

10,335

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

404,100

14,055

Nestle SA (Reg.)

36,958

10,140

Smithfield Foods, Inc. (a)

163,700

4,276

The J.M. Smucker Co.

341,660

16,253

TreeHouse Foods, Inc. (a)

119,800

3,663

127,971

Household Products - 0.7%

Colgate-Palmolive Co.

717,100

37,963

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Household Products - continued

Procter & Gamble Co.

942,400

$ 52,426

Spectrum Brands, Inc. (a)

246,400

7,638

98,027

Personal Products - 0.2%

Alberto-Culver Co.

193,400

8,726

Avon Products, Inc.

325,700

10,654

Gillette Co.

158,700

8,517

27,897

Tobacco - 1.1%

Altria Group, Inc.

2,419,600

162,016

TOTAL CONSUMER STAPLES

570,376

ENERGY - 8.0%

Energy Equipment & Services - 5.6%

BJ Services Co.

981,577

59,866

Grant Prideco, Inc. (a)

3,428,800

110,064

Grey Wolf, Inc. (a)

2,651,100

20,334

Halliburton Co.

3,167,100

177,516

Maverick Tube Corp. (a)

104,100

3,453

Nabors Industries Ltd. (a)

250,200

16,376

National Oilwell Varco, Inc. (a)

3,529,077

184,747

Pride International, Inc. (a)

4,967,843

129,263

Smith International, Inc.

522,700

35,512

Superior Well Services, Inc.

45,300

830

Weatherford International Ltd. (a)

1,091,600

69,076

807,037

Oil, Gas & Consumable Fuels - 2.4%

Cabot Oil & Gas Corp.

272,700

11,050

Chesapeake Energy Corp.

994,700

25,972

El Paso Corp.

484,200

5,810

EnCana Corp.

730,000

30,092

Giant Industries, Inc. (a)

51,100

2,004

Holly Corp.

638,766

29,907

Mariner Energy, Inc. (h)

516,300

8,003

Massey Energy Co.

189,300

8,187

McMoRan Exploration Co. (a)(f)

340,500

6,013

Penn Virginia Corp.

266,600

14,383

Petroleum Development Corp. (a)

183,500

6,870

Common Stocks - continued

Shares

Value (Note 1)
(000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Plains Exploration & Production Co. (a)

312,400

$ 12,043

Quicksilver Resources, Inc. (a)

802,100

33,977

Range Resources Corp.

636,800

19,448

Ultra Petroleum Corp. (a)

220,200

8,350

Valero Energy Corp.

1,588,000

131,455

353,564

TOTAL ENERGY

1,160,601

FINANCIALS - 12.2%

Capital Markets - 1.3%

E*TRADE Financial Corp. (a)

1,190,900

18,471

Goldman Sachs Group, Inc.

257,100

27,633

Lazard Ltd.:

unit

198,300

4,815

Class A

161,900

3,863

Lehman Brothers Holdings, Inc.

402,500

42,315

Merrill Lynch & Co., Inc.

1,012,500

59,515

Nuveen Investments, Inc. Class A

344,100

13,076

State Street Corp.

239,400

11,908

181,596

Commercial Banks - 2.7%

Bank of America Corp.

4,099,402

178,734

Cathay General Bancorp

79,834

2,837

HDFC Bank Ltd. sponsored ADR

96,500

4,902

Nara Bancorp, Inc.

410,721

6,383

North Fork Bancorp, Inc., New York

755,395

20,690

PrivateBancorp, Inc.

28,000

1,035

SVB Financial Group (a)

354,500

18,200

UCBH Holdings, Inc.

1,530,578

27,964

UnionBanCal Corp.

158,700

11,322

Wachovia Corp.

1,687,614

85,022

Wells Fargo & Co.

308,800

18,942

Wilshire Bancorp, Inc.

695,124

10,934

Wintrust Financial Corp.

245,000

13,139

400,104

Consumer Finance - 0.3%

American Express Co.

402,700

22,149

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Consumer Finance - continued

Capital One Financial Corp.

246,500

$ 20,336

MBNA Corp.

203,300

5,115

47,600

Diversified Financial Services - 1.9%

Citigroup, Inc.

3,954,704

172,030

Infrastructure Development Finance Co. Ltd. (a)

1,230,534

963

JPMorgan Chase & Co.

2,796,700

98,276

271,269

Insurance - 3.2%

ACE Ltd.

597,000

27,587

AFLAC, Inc.

440,500

19,867

AMBAC Financial Group, Inc.

273,600

19,655

American International Group, Inc.

2,880,231

173,390

Assurant, Inc.

286,700

10,594

Conseco, Inc. (a)

148,700

3,243

Endurance Specialty Holdings Ltd.

431,800

16,840

Genworth Financial, Inc. Class A (non-vtg.)

371,900

11,663

Hartford Financial Services Group, Inc.

425,500

34,283

Hilb Rogal & Hobbs Co.

223,100

7,561

MBIA, Inc.

465,400

28,268

MetLife, Inc. unit

714,000

19,756

Platinum Underwriters Holdings Ltd.

149,800

5,194

Scottish Re Group Ltd.

1,648,900

39,656

Specialty Underwriters' Alliance, Inc.

547,300

5,482

The St. Paul Travelers Companies, Inc.

635,600

27,979

Universal American Financial Corp. (a)

297,500

7,324

USI Holdings Corp. (a)

744,700

9,551

W.R. Berkley Corp.

135,300

5,064

472,957

Real Estate - 0.8%

Alexandria Real Estate Equities, Inc.

45,000

3,620

CBL & Associates Properties, Inc.

144,300

6,620

CenterPoint Properties Trust (SBI)

240,000

10,526

Corporate Office Properties Trust (SBI)

94,200

3,172

Digital Realty Trust, Inc.

88,100

1,669

Education Realty Trust, Inc.

173,500

3,441

Equity Lifestyle Properties, Inc.

153,200

6,752

Equity Office Properties Trust

247,900

8,788

Equity Residential (SBI)

441,800

17,849

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Real Estate - continued

General Growth Properties, Inc.

301,500

$ 13,863

Highwoods Properties, Inc. (SBI)

99,200

3,140

Pennsylvania Real Estate Investment Trust (SBI)

81,000

3,962

Reckson Associates Realty Corp.

239,000

8,394

Trizec Properties, Inc.

451,350

9,916

United Dominion Realty Trust, Inc. (SBI)

242,400

6,169

Vornado Realty Trust

138,800

12,303

120,184

Thrifts & Mortgage Finance - 2.0%

Countrywide Financial Corp.

606,701

21,841

Doral Financial Corp.

815,000

12,575

Fannie Mae

513,100

28,662

Fidelity Bankshares, Inc.

306,620

9,609

First Niagara Financial Group, Inc.

190,000

2,799

Freddie Mac

1,147,200

72,595

Golden West Financial Corp., Delaware

133,500

8,694

Hudson City Bancorp, Inc.

991,700

11,732

KNBT Bancorp, Inc.

240,400

3,885

MGIC Investment Corp.

99,500

6,824

NetBank, Inc.

1,830,579

17,079

New York Community Bancorp, Inc. (f)

951,766

17,474

NewAlliance Bancshares, Inc.

743,876

10,749

R&G Financial Corp. Class B

424,600

6,709

Sovereign Bancorp, Inc.

1,455,600

34,920

W Holding Co., Inc.

1,984,164

21,211

287,358

TOTAL FINANCIALS

1,781,068

HEALTH CARE - 8.1%

Biotechnology - 0.8%

Alkermes, Inc. (a)

749,600

11,619

Angiotech Pharmaceuticals, Inc. (a)

428,900

5,808

Biogen Idec, Inc. (a)

183,500

7,210

BioMarin Pharmaceutical, Inc. (a)

979,100

8,322

Cephalon, Inc. (a)

242,400

10,157

CSL Ltd.

751,153

19,835

DOV Pharmaceutical, Inc. warrants 6/2/09 (a)

34

0

Genentech, Inc. (a)

172,786

15,435

Medarex, Inc. (a)

822,300

8,017

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Biotechnology - continued

MedImmune, Inc. (a)

168,600

$ 4,790

ONYX Pharmaceuticals, Inc. (a)

271,436

6,365

OSI Pharmaceuticals, Inc. (a)

390,000

16,107

Serologicals Corp. (a)

153,700

3,535

117,200

Health Care Equipment & Supplies - 2.1%

Alcon, Inc.

99,200

11,363

Aspect Medical Systems, Inc. (a)

259,800

8,573

Bausch & Lomb, Inc.

46,400

3,928

Baxter International, Inc.

878,300

34,491

Beckman Coulter, Inc.

248,000

13,476

Becton, Dickinson & Co.

159,300

8,820

C.R. Bard, Inc.

161,000

10,753

CONMED Corp. (a)

222,200

6,690

Cytyc Corp. (a)

198,200

4,947

Dade Behring Holdings, Inc.

775,100

58,753

Edwards Lifesciences Corp. (a)

150,600

6,908

Fisher & Paykel Healthcare Corp.

660,927

1,574

Fisher Scientific International, Inc. (a)

228,168

15,299

Guidant Corp.

189,200

13,017

Medtronic, Inc.

226,200

12,201

ResMed, Inc. (a)

78,200

5,239

St. Jude Medical, Inc. (a)

105,800

5,016

Synthes, Inc.

158,533

17,201

Thermo Electron Corp. (a)

708,080

21,143

Varian, Inc. (a)

391,700

14,677

Waters Corp. (a)

685,100

31,021

305,090

Health Care Providers & Services - 3.1%

Aetna, Inc.

227,300

17,593

AmerisourceBergen Corp.

114,000

8,184

Cardinal Health, Inc.

903,700

53,842

Caremark Rx, Inc. (a)

295,600

13,178

Cerner Corp. (a)

180,000

13,576

DaVita, Inc. (a)

209,600

9,902

Hanger Orthopedic Group, Inc. (a)(g)

1,347,400

10,496

Health Net, Inc. (a)

621,200

24,103

Humana, Inc. (a)

396,200

15,789

McKesson Corp.

907,100

40,820

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

Medco Health Solutions, Inc. (a)

256,400

$ 12,420

Omnicare, Inc.

277,000

12,770

PacifiCare Health Systems, Inc. (a)

618,300

47,114

Pediatrix Medical Group, Inc. (a)

186,600

14,633

Sierra Health Services, Inc. (a)

94,200

6,353

Sunrise Senior Living, Inc. (a)

168,700

8,941

UnitedHealth Group, Inc.

2,079,070

108,735

WebMD Corp. (a)

1,273,100

13,508

WellPoint, Inc. (a)

389,100

27,525

459,482

Pharmaceuticals - 2.1%

Abbott Laboratories

256,100

11,942

Atherogenics, Inc. (a)

842,900

14,034

Barr Pharmaceuticals, Inc. (a)

347,800

16,493

Cipla Ltd.

474,374

3,680

Connetics Corp. (a)

1,371,500

25,661

Endo Pharmaceuticals Holdings, Inc. (a)

466,100

13,265

Guilford Pharmaceuticals, Inc. (a)

1,802,400

6,344

IVAX Corp. (a)

590,375

15,043

Johnson & Johnson

292,700

18,721

MGI Pharma, Inc. (a)

8,800

240

Novartis AG sponsored ADR

264,400

12,879

Pfizer, Inc.

2,827,300

74,923

Schering-Plough Corp.

1,991,700

41,467

Wyeth

1,022,200

46,766

301,458

TOTAL HEALTH CARE

1,183,230

INDUSTRIALS - 9.2%

Aerospace & Defense - 1.5%

BE Aerospace, Inc. (a)

391,200

6,858

EADS NV

687,400

23,112

Goodrich Corp.

629,100

27,831

Honeywell International, Inc.

1,055,900

41,476

Lockheed Martin Corp.

352,600

22,002

Northrop Grumman Corp.

246,800

13,685

Precision Castparts Corp.

358,600

32,267

Raytheon Co.

188,800

7,426

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Aerospace & Defense - continued

Rockwell Collins, Inc.

267,700

$ 13,064

United Technologies Corp.

594,200

30,126

217,847

Air Freight & Logistics - 0.2%

EGL, Inc. (a)

585,000

11,776

FedEx Corp.

48,500

4,078

UTI Worldwide, Inc.

110,409

7,879

23,733

Airlines - 0.7%

ACE Aviation Holdings, Inc. Class A (a)

460,100

14,340

AirTran Holdings, Inc. (a)

3,472,900

39,730

Delta Air Lines, Inc. (a)(f)

3,332,834

9,865

Frontier Airlines, Inc. (a)(g)

3,561,208

43,732

107,667

Building Products - 0.1%

American Standard Companies, Inc.

180,100

7,975

Masco Corp.

225,500

7,647

15,622

Commercial Services & Supplies - 0.3%

Cendant Corp.

1,084,700

23,169

Cintas Corp.

118,800

5,266

Corrections Corp. of America (a)

168,600

6,338

Herman Miller, Inc.

322,300

10,291

45,064

Construction & Engineering - 1.8%

Dycom Industries, Inc. (a)

1,276,000

31,134

Fluor Corp.

1,185,600

75,641

Foster Wheeler Ltd. (a)

1,136,500

26,253

Granite Construction, Inc.

845,100

28,919

Jacobs Engineering Group, Inc. (a)

282,600

16,639

Larsen & Toubro Ltd.

421,480

12,303

MasTec, Inc. (a)

1,418,790

13,904

Shaw Group, Inc. (a)

978,600

18,711

SNC-Lavalin Group, Inc.

9,900

569

URS Corp. (a)

739,000

27,676

Washington Group International, Inc. (a)

69,400

3,743

255,492

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Electrical Equipment - 0.3%

A.O. Smith Corp.

371,800

$ 10,039

ABB Ltd. sponsored ADR (a)(f)

1,518,000

10,338

Acuity Brands, Inc.

183,400

5,352

American Power Conversion Corp.

414,200

11,643

Cooper Industries Ltd. Class A

38,100

2,460

39,832

Industrial Conglomerates - 2.4%

General Electric Co.

7,900,610

272,571

Smiths Group PLC

793,300

13,364

Tyco International Ltd.

2,266,300

69,054

354,989

Machinery - 0.9%

Albany International Corp. Class A

203,300

7,124

Atlas Copco AB (B Shares)

638,200

9,823

Briggs & Stratton Corp.

267,700

10,004

Danaher Corp.

191,000

10,591

Freightcar America, Inc.

206,500

6,620

Gardner Denver, Inc. (a)

62,900

2,585

Manitowoc Co., Inc.

148,800

6,793

SPX Corp.

438,300

21,424

The Weir Group PLC

882,355

5,327

Timken Co.

1,080,400

28,598

Wabash National Corp.

440,000

9,464

Watts Water Technologies, Inc. Class A

466,100

17,013

135,366

Marine - 0.1%

Alexander & Baldwin, Inc.

352,095

18,830

Road & Rail - 0.6%

Burlington Northern Santa Fe Corp.

431,400

23,403

Laidlaw International, Inc.

1,247,700

32,066

Norfolk Southern Corp.

865,500

32,205

U.S. Xpress Enterprises, Inc. Class A (a)

79,148

1,040

88,714

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Trading Companies & Distributors - 0.3%

UAP Holding Corp.

521,600

$ 10,119

WESCO International, Inc. (a)

957,900

32,626

42,745

TOTAL INDUSTRIALS

1,345,901

INFORMATION TECHNOLOGY - 11.9%

Communications Equipment - 1.1%

Andrew Corp. (a)

495,800

5,449

Avaya, Inc. (a)

2,811,800

29,046

Avocent Corp. (a)

344,400

12,006

Cisco Systems, Inc. (a)

582,800

11,161

Harris Corp.

386,800

14,339

Juniper Networks, Inc. (a)

319,300

7,660

Motorola, Inc.

1,542,000

32,660

Nokia Corp. sponsored ADR

440,300

7,023

QUALCOMM, Inc.

411,500

16,250

Sycamore Networks, Inc. (a)

6,996,500

24,908

160,502

Computers & Peripherals - 1.2%

Hewlett-Packard Co.

1,841,900

45,348

Hutchinson Technology, Inc. (a)

253,086

8,425

Lexmark International, Inc. Class A (a)

172,800

10,835

Maxtor Corp. (a)

5,306,700

31,310

McDATA Corp. Class A (a)

2,283,600

11,053

NCR Corp. (a)

242,400

8,414

SanDisk Corp. (a)

154,300

5,218

Seagate Technology

1,892,600

36,660

Western Digital Corp. (a)

1,694,000

25,393

182,656

Electronic Equipment & Instruments - 2.7%

Agilent Technologies, Inc. (a)

1,239,600

32,527

Amphenol Corp. Class A

958,800

42,705

Arrow Electronics, Inc. (a)

455,125

13,663

Avnet, Inc. (a)

624,100

16,339

Bell Microproducts, Inc. (a)

1,061,738

11,053

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

2,779,700

32,330

Flextronics International Ltd. (a)

3,220,000

43,599

Hon Hai Precision Industries Co. Ltd. unit

1,604,248

18,128

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Ingram Micro, Inc. Class A (a)

1,496,000

$ 27,885

KEMET Corp. (a)

436,900

3,661

Mettler-Toledo International, Inc. (a)

243,700

12,794

Molex, Inc.

368,600

10,409

Sanmina-SCI Corp. (a)

2,815,800

13,460

Solectron Corp. (a)

12,318,800

47,304

Symbol Technologies, Inc.

2,758,200

32,105

Tech Data Corp. (a)

238,800

9,261

Tektronix, Inc.

495,800

12,425

Trimble Navigation Ltd. (a)

8,800

343

Vishay Intertechnology, Inc. (a)

651,800

9,138

389,129

Internet Software & Services - 0.2%

Blue Coat Systems, Inc. (a)

11,000

363

Google, Inc. Class A (sub. vtg.)

17,700

5,093

Yahoo!, Inc. (a)

768,500

25,622

31,078

IT Services - 0.3%

Affiliated Computer Services, Inc. Class A (a)

208,200

10,404

Ceridian Corp. (a)

1,057,300

22,129

First Data Corp.

66,000

2,715

Wright Express Corp.

247,900

5,201

40,449

Office Electronics - 0.2%

Xerox Corp. (a)

2,181,500

28,818

Semiconductors & Semiconductor Equipment - 4.6%

Agere Systems, Inc. (a)

4,149,352

46,431

AMIS Holdings, Inc. (a)

148,700

1,897

Amkor Technology, Inc. (a)(f)

2,069,300

9,643

Analog Devices, Inc.

148,800

5,833

Applied Materials, Inc.

127,400

2,352

Asat Holdings Ltd. sponsored ADR (a)

1,345,400

1,076

ASML Holding NV (NY Shares) (a)

1,431,800

25,200

ATMI, Inc. (a)(g)

1,900,259

60,485

Axcelis Technologies, Inc. (a)

2,975,600

20,561

Cascade Microtech, Inc.

365,600

4,892

Conexant Systems, Inc. (a)

970,100

1,853

Credence Systems Corp. (a)

1,658,820

18,065

Cymer, Inc. (a)

611,700

21,226

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Cypress Semiconductor Corp. (a)

570,200

$ 8,188

Fairchild Semiconductor International, Inc. (a)

2,244,300

37,839

FormFactor, Inc. (a)

475,800

12,437

Freescale Semiconductor, Inc.:

Class A

2,022,900

51,624

Class B

5,240,689

134,948

Integrated Device Technology, Inc. (a)

315,500

3,647

Intel Corp.

198,400

5,385

Intersil Corp. Class A

1,840,200

35,645

Linear Technology Corp.

132,100

5,133

LTX Corp. (a)(g)

3,673,021

24,279

Maxim Integrated Products, Inc.

61,600

2,579

Microchip Technology, Inc.

239,400

7,438

National Semiconductor Corp.

2,253,600

55,686

ON Semiconductor Corp. (a)

1,190,001

6,843

PMC-Sierra, Inc. (a)

928,900

9,131

Samsung Electronics Co. Ltd.

34,950

19,297

Silicon Laboratories, Inc. (a)

471,000

13,786

Teradyne, Inc. (a)

881,400

13,688

Vitesse Semiconductor Corp. (a)

1,685,900

3,743

670,830

Software - 1.6%

Activision, Inc. (a)

395,500

8,044

BEA Systems, Inc. (a)

2,504,449

22,690

Cadence Design Systems, Inc. (a)

1,018,800

16,392

Citrix Systems, Inc. (a)

240,200

5,724

Cognos, Inc. (a)

338,000

13,168

FileNET Corp. (a)

263,400

7,446

Hyperion Solutions Corp. (a)

184,707

8,692

Macromedia, Inc. (a)

267,236

10,730

Macrovision Corp. (a)

888,964

19,406

Microsoft Corp.

3,589,200

91,919

Symantec Corp. (a)

552,565

12,140

Take-Two Interactive Software, Inc. (a)

408,750

10,059

TIBCO Software, Inc. (a)

545,400

4,194

Ulticom, Inc. (a)

221,700

2,716

233,320

TOTAL INFORMATION TECHNOLOGY

1,736,782

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - 4.7%

Chemicals - 1.8%

Airgas, Inc.

437,600

$ 12,909

Albemarle Corp.

331,900

12,645

Ashland, Inc.

431,300

26,503

Celanese Corp. Class A

719,000

13,532

Chemtura Corp.

643,038

10,121

Cytec Industries, Inc.

148,700

6,748

Dow Chemical Co.

587,200

28,156

Georgia Gulf Corp.

97,000

3,078

Lyondell Chemical Co.

2,161,240

60,385

Monsanto Co.

466,700

31,442

Mosaic Co. (a)

763,000

13,276

NOVA Chemicals Corp. (f)

785,800

27,559

Praxair, Inc.

269,900

13,330

Rhodia SA (a)(f)

3,470,800

6,860

Spartech Corp.

247,900

4,643

271,187

Construction Materials - 0.6%

Eagle Materials, Inc.

157,300

16,155

Florida Rock Industries, Inc.

81,750

4,487

Martin Marietta Materials, Inc.

188,400

13,695

Rinker Group Ltd.

1,333,700

15,236

Texas Industries, Inc.

289,600

21,323

Vulcan Materials Co.

148,800

10,452

81,348

Containers & Packaging - 0.7%

Owens-Illinois, Inc. (a)

1,900,400

48,745

Packaging Corp. of America

246,000

5,228

Pactiv Corp. (a)

1,792,140

39,463

Smurfit-Stone Container Corp. (a)

1,260,700

15,292

108,728

Metals & Mining - 1.5%

Agnico-Eagle Mines Ltd.

918,016

11,232

Alcan, Inc.

963,100

32,566

Alcoa, Inc.

963,300

27,021

Compass Minerals International, Inc.

353,900

9,007

Falconbridge Ltd.

887,055

18,294

Fording Canadian Coal Trust (f)

143,800

14,655

Goldcorp, Inc.

1,687,550

27,429

Ivanhoe Mines Ltd. (a)

347,100

2,566

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - continued

Metals & Mining - continued

Lionore Mining International Ltd. (a)

630,000

$ 3,525

Meridian Gold, Inc. (a)

1,916,800

34,364

Phelps Dodge Corp.

89,500

9,527

Stillwater Mining Co. (a)

1,142,800

9,325

Teck Cominco Ltd. Class B (sub. vtg.)

303,100

11,591

Usinas Siderurgicas de Minas Gerais SA (Usiminas) (PN-A)

322,300

5,758

216,860

Paper & Forest Products - 0.1%

Tembec, Inc. (a)

769,900

2,182

Votorantim Celulose e Papel SA sponsored ADR (non-vtg.)

654,000

7,881

10,063

TOTAL MATERIALS

688,186

TELECOMMUNICATION SERVICES - 3.0%

Diversified Telecommunication Services - 1.6%

AT&T Corp.

421,500

8,346

BellSouth Corp.

1,049,900

28,977

Citizens Communications Co.

319,900

4,203

Consolidated Communications Holdings, Inc.

346,500

5,045

Covad Communications Group, Inc. (a)(f)(g)

15,640,000

21,114

SBC Communications, Inc.

3,267,100

79,881

Telewest Global, Inc. (a)

715,272

15,979

Verizon Communications, Inc.

2,091,100

71,578

235,123

Wireless Telecommunication Services - 1.4%

American Tower Corp. Class A (a)

2,968,000

68,205

Crown Castle International Corp. (a)

1,093,300

23,790

MTN Group Ltd.

520,600

3,680

Nextel Communications, Inc. Class A (a)

805,000

28,014

Nextel Partners, Inc. Class A (a)

1,148,300

28,593

NII Holdings, Inc. (a)

322,300

23,992

SpectraSite, Inc. (a)

317,732

25,959

Wireless Facilities, Inc. (a)

584,800

3,766

205,999

TOTAL TELECOMMUNICATION SERVICES

441,122

Common Stocks - continued

Shares

Value (Note 1)
(000s)

UTILITIES - 2.1%

Electric Utilities - 0.7%

Allegheny Energy, Inc. (a)

114,000

$ 3,249

Entergy Corp.

240,900

18,776

Exelon Corp.

727,400

38,930

ITC Holdings Corp.

113,900

3,189

PG&E Corp.

585,000

22,014

Pinnacle West Capital Corp.

89,200

4,085

PPL Corp.

213,600

13,153

103,396

Independent Power Producers & Energy Traders - 1.1%

AES Corp. (a)

5,161,917

82,849

NRG Energy, Inc. (a)

88,100

3,379

TXU Corp.

913,200

79,120

165,348

Multi-Utilities - 0.3%

CMS Energy Corp. (a)

383,800

6,079

Dominion Resources, Inc.

338,300

24,987

NorthWestern Energy Corp.

64,500

2,038

Public Service Enterprise Group, Inc.

136,600

8,783

41,887

TOTAL UTILITIES

310,631

TOTAL COMMON STOCKS

(Cost $8,000,601)

10,234,177

Preferred Stocks - 0.1%

Convertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%

Pharmaceuticals - 0.0%

Schering-Plough Corp. 6.00%

49,600

2,702

Nonconvertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Automobiles - 0.1%

Porsche AG (non-vtg.)

7,511

5,956

TOTAL PREFERRED STOCKS

(Cost $7,396)

8,658

Corporate Bonds - 7.2%

Principal
Amount (000s)

Value (Note 1)
(000s)

Convertible Bonds - 0.2%

CONSUMER DISCRETIONARY - 0.0%

Auto Components - 0.0%

Exide Technologies 1.91% 9/18/13 (h)(j)

$ 990

$ 488

ENERGY - 0.0%

Oil, Gas & Consumable Fuels - 0.0%

McMoRan Exploration Co. 5.25% 10/6/11 (h)

1,980

2,334

HEALTH CARE - 0.1%

Biotechnology - 0.1%

BioMarin Pharmaceutical, Inc. 3.5% 6/15/08 (h)

1,000

928

Cephalon, Inc. 0% 6/15/33 (h)

5,000

4,306

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

2,000

1,514

Regeneron Pharmaceuticals, Inc. 5.5% 10/17/08

2,000

1,870

8,618

INDUSTRIALS - 0.1%

Airlines - 0.1%

AMR Corp. 4.5% 2/15/24

4,900

4,113

Delta Air Lines, Inc. 2.875% 2/18/24 (h)

5,000

1,281

Mesa Air Group, Inc. 2.115% 2/10/24 (e)(h)

1,700

758

6,152

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Finisar Corp. 5.25% 10/15/08

6,703

5,094

MATERIALS - 0.0%

Metals & Mining - 0.0%

Apex Silver Mines Ltd. 2.875% 3/15/24 (h)

2,000

1,377

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

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

5,000

3,527

Level 3 Communications, Inc. 5.25% 12/15/11 (h)

1,980

1,375

4,902

TOTAL CONVERTIBLE BONDS

28,965

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - 7.0%

CONSUMER DISCRETIONARY - 0.7%

Auto Components - 0.0%

Dana Corp. 6.5% 3/1/09

$ 560

$ 554

Delco Remy International, Inc. 9.375% 4/15/12

750

578

Tenneco Automotive, Inc. 8.625% 11/15/14

535

555

1,687

Automobiles - 0.2%

Ford Motor Co. 7.45% 7/16/31

10,000

8,479

General Motors Corp.:

7.2% 1/15/11

11,000

10,533

8.375% 7/15/33

2,530

2,283

21,295

Diversified Consumer Services - 0.0%

Carriage Services, Inc. 7.875% 1/15/15 (h)

430

448

Service Corp. International (SCI) 7% 6/15/17 (h)

450

462

910

Hotels, Restaurants & Leisure - 0.1%

Carrols Corp. 9% 1/15/13 (h)

730

757

Friendly Ice Cream Corp. 8.375% 6/15/12

235

230

Gaylord Entertainment Co. 8% 11/15/13

460

490

Host Marriott LP 7.125% 11/1/13

1,000

1,046

Landry's Seafood Restaurants, Inc. 7.5% 12/15/14

1,070

1,058

Mandalay Resort Group 6.5% 7/31/09

910

929

MGM MIRAGE 5.875% 2/27/14

1,430

1,392

Park Place Entertainment Corp. 7.875% 12/15/05

1,360

1,377

Penn National Gaming, Inc. 6.875% 12/1/11

1,400

1,435

Six Flags, Inc. 9.625% 6/1/14

645

626

Station Casinos, Inc. 6% 4/1/12

900

916

Uno Restaurant Corp. 10% 2/15/11 (h)

840

811

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 6.625% 12/1/14

1,480

1,443

12,510

Household Durables - 0.0%

WCI Communities, Inc. 7.875% 10/1/13

550

558

Media - 0.4%

AOL Time Warner, Inc.:

6.875% 5/1/12

3,840

4,277

7.625% 4/15/31

4,975

6,130

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

British Sky Broadcasting Group PLC (BSkyB) yankee 8.2% 7/15/09

$ 7,750

$ 8,636

Cablevision Systems Corp.:

7.88% 4/1/09 (j)

1,420

1,463

8% 4/15/12

605

607

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 5/15/11 (d)

1,090

741

9.625% 11/15/09

1,315

1,049

Charter Communications Operating LLC/Charter Communications Operating Capital Corp. 8% 4/30/12 (h)

1,160

1,172

Cox Communications, Inc. 4.625% 6/1/13

11,200

10,705

CSC Holdings, Inc.:

7.625% 4/1/11

1,615

1,631

7.625% 7/15/18

235

230

Dex Media West LLC/Dex Media West Finance Co. 9.875% 8/15/13

577

655

Dex Media, Inc. 8% 11/15/13

355

380

Houghton Mifflin Co. 9.875% 2/1/13

1,750

1,908

Kabel Deutschland GmbH 10.625% 7/1/14 (h)

490

543

LBI Media, Inc. 10.125% 7/15/12

655

714

Liberty Media Corp.:

5.7% 5/15/13

2,050

1,897

8.25% 2/1/30

6,315

6,372

News America Holdings, Inc. 7.75% 12/1/45

5,190

6,286

News America, Inc. 6.2% 12/15/34

2,310

2,401

Nexstar Broadcasting, Inc. 7% 1/15/14

1,110

1,032

PRIMEDIA, Inc. 7.625% 4/1/08

859

868

Rogers Cable, Inc. 6.75% 3/15/15

1,200

1,239

Videotron Ltee 6.875% 1/15/14

1,100

1,139

62,075

Multiline Retail - 0.0%

Dillard's, Inc. 6.69% 8/1/07

1,730

1,762

Specialty Retail - 0.0%

Asbury Automotive Group, Inc.:

8% 3/15/14

1,120

1,112

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Asbury Automotive Group, Inc.: - continued

9% 6/15/12

$ 1,000

$ 1,038

Sonic Automotive, Inc. 8.625% 8/15/13

1,705

1,756

3,906

Textiles, Apparel & Luxury Goods - 0.0%

Levi Strauss & Co. 8.2544% 4/1/12 (j)

550

550

TOTAL CONSUMER DISCRETIONARY

105,253

CONSUMER STAPLES - 0.2%

Beverages - 0.0%

FBG Finance Ltd. 5.125% 6/15/15 (h)

4,760

4,677

Food & Staples Retailing - 0.0%

Ahold Finance USA, Inc.:

6.875% 5/1/29

530

504

8.25% 7/15/10

825

903

Couche Tard U.S. LP /Couche Tard Financing Corp. 7.5% 12/15/13

920

975

Jean Coutu Group, Inc.:

7.625% 8/1/12

300

312

8.5% 8/1/14

770

764

NeighborCare, Inc. 6.875% 11/15/13

1,105

1,210

Rite Aid Corp. 6% 12/15/05 (h)

855

859

5,527

Food Products - 0.1%

Cadbury Schweppes U.S. Finance LLC 3.875% 10/1/08 (h)

3,080

3,008

Del Monte Corp. 6.75% 2/15/15 (h)

430

440

Dole Food Co., Inc. 7.25% 6/15/10

730

748

Kraft Foods, Inc. 5.25% 6/1/07

1,720

1,743

National Beef Packing Co. LLC/National Beef Finance Corp. 10.5% 8/1/11

1,660

1,764

Smithfield Foods, Inc. 7% 8/1/11

1,130

1,189

8,892

Tobacco - 0.1%

Altria Group, Inc. 7% 11/4/13

9,585

10,504

TOTAL CONSUMER STAPLES

29,600

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

ENERGY - 0.6%

Energy Equipment & Services - 0.1%

Diamond Offshore Drilling, Inc. 4.875% 7/1/15 (h)

$ 3,290

$ 3,223

Hanover Compressor Co. 9% 6/1/14

570

621

Hornbeck Offshore Services, Inc. 6.125% 12/1/14

740

740

Petronas Capital Ltd. 7% 5/22/12 (h)

11,260

12,631

Pride International, Inc. 7.375% 7/15/14

480

526

Seabulk International, Inc. 9.5% 8/15/13

700

787

18,528

Oil, Gas & Consumable Fuels - 0.5%

Canadian Oil Sands Ltd. 4.8% 8/10/09 (h)

4,715

4,683

Chesapeake Energy Corp. 7.5% 6/15/14

430

469

El Paso Corp. 7.875% 6/15/12

1,485

1,552

El Paso Energy Corp.:

6.95% 12/15/07

450

456

7.375% 12/15/12

630

639

El Paso Production Holding Co. 7.75% 6/1/13

1,440

1,530

EnCana Holdings Finance Corp. 5.8% 5/1/14

7,070

7,459

Enterprise Products Operating LP 5.75% 3/1/35 (h)

5,560

5,317

Foundation Pennsylvania Coal Co. 7.25% 8/1/14

530

559

General Maritime Corp. 10% 3/15/13

1,585

1,732

Kinder Morgan Energy Partners LP 5.8% 3/15/35

2,400

2,386

Nexen, Inc. 5.875% 3/10/35

9,845

9,764

Pemex Project Funding Master Trust:

6.125% 8/15/08

4,000

4,100

7.375% 12/15/14

5,550

6,133

8.625% 2/1/22

5,000

6,075

Range Resources Corp. 7.375% 7/15/13

810

863

Ship Finance International Ltd. 8.5% 12/15/13

2,615

2,504

Teekay Shipping Corp. 8.875% 7/15/11

1,110

1,271

The Coastal Corp.:

6.5% 5/15/06

1,700

1,713

7.5% 8/15/06

1,935

1,974

7.75% 6/15/10

325

334

Williams Companies, Inc.:

7.125% 9/1/11

4,055

4,420

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Williams Companies, Inc.: - continued

7.5% 1/15/31

$ 2,010

$ 2,236

7.625% 7/15/19

1,360

1,554

69,723

TOTAL ENERGY

88,251

FINANCIALS - 2.3%

Capital Markets - 0.3%

Bank of New York Co., Inc.:

3.4% 3/15/13 (j)

2,000

1,929

4.25% 9/4/12 (j)

2,490

2,470

Bear Stearns Companies, Inc. 4.55% 6/23/10

5,515

5,468

Goldman Sachs Group, Inc. 5.125% 1/15/15

17,970

18,000

Legg Mason, Inc. 6.75% 7/2/08

2,405

2,555

Morgan Stanley 4% 1/15/10

14,000

13,580

44,002

Commercial Banks - 0.4%

Bank of America Corp. 4.5% 8/1/10

13,000

12,919

Bank One Corp.:

5.25% 1/30/13

7,610

7,722

6% 8/1/08

2,615

2,720

Korea Development Bank:

3.875% 3/2/09

8,325

8,086

5.75% 9/10/13

4,415

4,623

Union Planters Corp. 7.75% 3/1/11

7,500

8,553

Wachovia Bank NA 4.875% 2/1/15

10,000

9,926

Wells Fargo & Co. 4.2% 1/15/10

10,165

10,015

64,564

Consumer Finance - 0.5%

Ford Motor Credit Co.:

7% 10/1/13

5,000

4,858

7.25% 10/25/11

5,000

4,921

7.375% 10/28/09

15,475

15,441

General Electric Capital Corp.:

6% 6/15/12

9,000

9,628

6.125% 2/22/11

11,600

12,365

General Motors Acceptance Corp. 6.875% 9/15/11

6,210

5,993

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Consumer Finance - continued

Household Finance Corp.:

4.125% 11/16/09

$ 7,765

$ 7,583

5.875% 2/1/09

3,500

3,627

7% 5/15/12

1,235

1,376

MBNA Corp. 7.5% 3/15/12

2,030

2,324

68,116

Diversified Financial Services - 0.2%

Citigroup, Inc.:

4.625% 8/3/10

3,835

3,833

5% 9/15/14

12,000

12,015

5.625% 8/27/12

3,065

3,207

J.P. Morgan & Co., Inc. 6.25% 1/15/09

2,850

2,991

JPMorgan Chase Capital XVII 5.85% 8/1/35

8,000

7,940

Mizuho Financial Group Cayman Ltd. 5.79% 4/15/14 (h)

4,350

4,527

34,513

Insurance - 0.3%

Aegon NV 4.75% 6/1/13

5,200

5,123

Assurant, Inc. 5.625% 2/15/14

2,195

2,264

Axis Capital Holdings Ltd. 5.75% 12/1/14

3,255

3,301

MetLife, Inc.:

5% 6/15/15

11,400

11,382

5.7% 6/15/35

6,200

6,274

Prudential Financial, Inc. 3.75% 5/1/08

2,365

2,327

Travelers Property Casualty Corp. 6.375% 3/15/33

1,580

1,666

UnumProvident Corp.:

6.75% 12/15/28

580

542

7.625% 3/1/11

445

470

Willis Group North America, Inc. 5.625% 7/15/15

4,205

4,168

37,517

Real Estate - 0.5%

Boston Properties, Inc. 6.25% 1/15/13

4,400

4,684

BRE Properties, Inc. 4.875% 5/15/10

4,135

4,081

CarrAmerica Realty Corp. 5.25% 11/30/07

2,205

2,216

Colonial Properties Trust 4.75% 2/1/10

6,905

6,737

Developers Diversified Realty Corp.:

5% 5/3/10

4,165

4,147

5.25% 4/15/11

8,165

8,208

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

EOP Operating LP:

4.65% 10/1/10

$ 4,805

$ 4,714

4.75% 3/15/14

14,900

14,442

Gables Realty LP:

5% 3/15/10

2,585

2,531

5.75% 7/15/07

4,795

4,873

Regency Centers LP 5.25% 8/1/15 (h)

4,750

4,721

Senior Housing Properties Trust 7.875% 4/15/15

460

496

Simon Property Group LP:

4.6% 6/15/10 (h)

3,690

3,631

5.1% 6/15/15 (h)

5,455

5,373

70,854

Thrifts & Mortgage Finance - 0.1%

Countrywide Home Loans, Inc.:

3.25% 5/21/08

1,165

1,122

4.125% 9/15/09

7,000

6,818

5.625% 5/15/07

4,700

4,786

Independence Community Bank Corp. 3.75% 4/1/14 (j)

2,945

2,831

Washington Mutual Bank 6.875% 6/15/11

3,300

3,618

Washington Mutual, Inc. 4.2% 1/15/10

2,585

2,528

21,703

TOTAL FINANCIALS

341,269

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

AmeriPath, Inc. 10.5% 4/1/13

685

692

AMR HoldCo, Inc./ EmCare HoldCo, Inc. 10% 2/15/15 (h)

460

492

Community Health Systems, Inc. 6.5% 12/15/12

590

597

DaVita, Inc.:

6.625% 3/15/13 (h)

730

756

7.25% 3/15/15 (h)

1,610

1,666

HCA, Inc. 6.375% 1/15/15

640

656

HealthSouth Corp. 10.75% 10/1/08

1,185

1,232

IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14

1,080

1,172

Psychiatric Solutions, Inc. 7.75% 7/15/15 (h)

470

482

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

Tenet Healthcare Corp. 9.875% 7/1/14

$ 445

$ 477

U.S. Oncology, Inc. 9% 8/15/12

465

508

8,730

Pharmaceuticals - 0.0%

Elan Finance PLC/Elan Finance Corp. 7.75% 11/15/11 (h)

360

310

Mylan Laboratories, Inc.:

5.75% 8/15/10 (h)

210

210

6.375% 8/15/15 (h)

280

281

801

TOTAL HEALTH CARE

9,531

INDUSTRIALS - 0.3%

Aerospace & Defense - 0.0%

BE Aerospace, Inc. 8% 3/1/08

1,130

1,133

Bombardier, Inc.:

6.3% 5/1/14 (h)

2,615

2,458

7.45% 5/1/34 (h)

3,000

2,610

6,201

Airlines - 0.2%

American Airlines, Inc. pass thru trust certificates:

6.855% 10/15/10

714

735

6.978% 10/1/12

1,542

1,603

7.024% 4/15/11

3,700

3,846

7.377% 5/23/19

1,283

962

7.379% 5/23/16

744

558

7.8% 4/1/08

425

410

10.32% 7/30/14 (h)

625

438

AMR Corp.:

9.17% 1/30/12

140

85

10.13% 6/15/11

140

85

10.45% 11/15/11

405

245

Continental Airlines, Inc. pass thru trust certificates:

6.648% 3/15/19

3,978

3,920

6.9% 7/2/19

2,501

2,508

7.056% 3/15/11

1,795

1,863

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Airlines - continued

Delta Air Lines, Inc.:

equipment trust certificates 8.54% 1/2/07

$ 73

$ 47

9.5% 11/18/08 (h)

1,137

910

10.14% 8/14/12

120

46

Delta Air Lines, Inc. pass thru trust certificates:

7.299% 9/18/06

20

9

7.57% 11/18/10

5,430

5,050

7.779% 11/18/05

42

25

7.779% 1/2/12

3,010

1,324

7.92% 5/18/12

345

204

24,873

Building Products - 0.0%

Building Materials Corp. of America 7.75% 8/1/14

820

783

Mueller Group, Inc. 7.96% 11/1/11 (j)

660

677

Nortek, Inc. 8.5% 9/1/14

510

495

1,955

Commercial Services & Supplies - 0.0%

United Rentals North America, Inc. 7% 2/15/14

120

113

Industrial Conglomerates - 0.1%

Hutchison Whampoa International 03/33 Ltd. 7.45% 11/24/33 (h)

8,000

9,285

Machinery - 0.0%

Commercial Vehicle Group, Inc. 8% 7/1/13 (h)

230

239

Invensys PLC 9.875% 3/15/11 (h)

1,005

1,000

1,239

Marine - 0.0%

American Commercial Lines LLC/ACL Finance Corp. 9.5% 2/15/15

850

927

H-Lines Finance Holding Corp. 0% 4/1/13 (d)(h)

240

193

1,120

TOTAL INDUSTRIALS

44,786

INFORMATION TECHNOLOGY - 0.2%

Communications Equipment - 0.1%

L-3 Communications Corp.:

6.125% 1/15/14

450

456

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

L-3 Communications Corp.: - continued

6.375% 10/15/15 (h)

$ 580

$ 587

Lucent Technologies, Inc. 6.45% 3/15/29

550

495

Motorola, Inc. 8% 11/1/11

8,145

9,463

11,001

Electronic Equipment & Instruments - 0.0%

Celestica, Inc. 7.875% 7/1/11

1,690

1,745

Sanmina-SCI Corp. 10.375% 1/15/10

930

1,037

2,782

IT Services - 0.0%

SunGard Data Systems, Inc.:

8.5248% 8/15/13 (h)(i)(j)

430

445

9.125% 8/15/13 (h)(i)

800

830

10.25% 8/15/15 (h)(i)

1,220

1,266

2,541

Office Electronics - 0.0%

Xerox Capital Trust I 8% 2/1/27

1,450

1,508

Xerox Corp.:

7.125% 6/15/10

780

827

7.625% 6/15/13

675

719

3,054

Semiconductors & Semiconductor Equipment - 0.1%

Amkor Technology, Inc.:

7.75% 5/15/13

445

380

9.25% 2/15/08

120

113

Freescale Semiconductor, Inc.:

6.3488% 7/15/09 (j)

910

940

6.875% 7/15/11

1,060

1,118

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co.:

6.66% 12/15/11 (h)(j)

115

115

6.875% 12/15/11 (h)

285

282

8% 12/15/14 (h)

255

247

Semiconductor Note Participation Trust 0% 8/4/11 (h)

1,505

2,258

5,453

TOTAL INFORMATION TECHNOLOGY

24,831

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - 0.3%

Chemicals - 0.1%

America Rock Salt Co. LLC 9.5% 3/15/14

$ 560

$ 568

BCP Crystal U.S. Holdings Corp. 9.625% 6/15/14

925

1,045

Berry Plastics Corp. 10.75% 7/15/12

1,285

1,407

Crystal US Holding 3 LLC/Crystal US Sub 3 Corp. Series B, 0% 10/1/14 (d)

175

126

Equistar Chemicals LP/Equistar Funding Corp. 10.625% 5/1/11

1,500

1,669

Huntsman Advanced Materials LLC 11% 7/15/10

440

504

Huntsman International LLC 9.875% 3/1/09

1,020

1,090

Lyondell Chemical Co. 9.5% 12/15/08

1,830

1,954

Millennium America, Inc. 9.25% 6/15/08

1,000

1,093

9,456

Construction Materials - 0.0%

RMCC Acquisition Co. 9.5% 11/1/12 (h)

950

926

Containers & Packaging - 0.0%

BWAY Corp. 10% 10/15/10

820

869

Crown European Holdings SA 10.875% 3/1/13

1,150

1,357

Owens-Brockway Glass Container, Inc. 8.875% 2/15/09

605

640

Owens-Illinois, Inc.:

7.35% 5/15/08

1,560

1,626

8.1% 5/15/07

615

640

5,132

Metals & Mining - 0.1%

California Steel Industries, Inc. 6.125% 3/15/14

745

693

Gerdau AmeriSteel Corp./GUSAP Partners 10.375% 7/15/11

1,585

1,751

International Steel Group, Inc. 6.5% 4/15/14

805

773

Newmont Mining Corp. 5.875% 4/1/35

13,530

13,601

Novelis, Inc. 7.25% 2/15/15 (h)

1,180

1,204

Wise Metals Group LLC/Alloys Finance 10.25% 5/15/12

1,355

1,274

19,296

Paper & Forest Products - 0.1%

Georgia-Pacific Corp.:

7.5% 5/15/06

1,205

1,232

8.125% 5/15/11

1,000

1,119

9.5% 12/1/11

415

496

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Paper & Forest Products - continued

International Paper Co. 4.25% 1/15/09

$ 995

$ 972

Norske Skog Canada Ltd. 8.625% 6/15/11

790

822

Stone Container Corp. 9.75% 2/1/11

1,345

1,412

6,053

TOTAL MATERIALS

40,863

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 0.9%

AT&T Broadband Corp. 8.375% 3/15/13

7,500

9,016

British Telecommunications PLC:

8.375% 12/15/10

3,930

4,592

8.875% 12/15/30

4,565

6,406

Koninklijke KPN NV yankee 8% 10/1/10

7,800

8,895

KT Corp. 5.875% 6/24/14 (h)

2,925

3,067

New Skies Satellites BV 8.5388% 11/1/11 (j)

1,250

1,300

Qwest Capital Funding, Inc.:

7% 8/3/09

1,340

1,307

7.75% 8/15/06

3,525

3,596

Qwest Communications International, Inc. 7.5% 2/15/14

985

951

Qwest Corp.:

6.6706% 6/15/13 (h)(j)

1,260

1,314

7.625% 6/15/15 (h)

560

576

8.875% 3/15/12

905

991

SBC Communications, Inc.:

5.1% 9/15/14

6,750

6,787

5.875% 8/15/12

4,000

4,226

Sprint Capital Corp. 6.875% 11/15/28

10,000

11,302

Telecom Italia Capital:

4% 11/15/08

500

490

4.95% 9/30/14 (h)

5,000

4,901

5.25% 11/15/13

2,000

2,011

6% 9/30/34 (h)

6,000

6,088

Telefonos de Mexico SA de CV 4.75% 1/27/10 (h)

14,925

14,724

TELUS Corp. yankee 7.5% 6/1/07

11,770

12,378

Time Warner Telecom Holdings, Inc. 9.25% 2/15/14 (h)

180

184

Verizon Global Funding Corp. 7.25% 12/1/10

10,535

11,737

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Verizon New York, Inc.:

6.875% 4/1/12

$ 7,725

$ 8,416

7.375% 4/1/32

3,250

3,738

128,993

Wireless Telecommunication Services - 0.3%

America Movil SA de CV 6.375% 3/1/35

8,590

8,350

AT&T Wireless Services, Inc.:

7.875% 3/1/11

10,380

11,890

8.75% 3/1/31

5,000

6,908

DirecTV Holdings LLC/DirecTV Financing, Inc.:

6.375% 6/15/15 (h)

1,130

1,127

8.375% 3/15/13

380

421

Intelsat Ltd.:

6.5% 11/1/13

755

614

7.625% 4/15/12

870

774

8.695% 1/15/12 (h)(j)

730

745

Millicom International Cellular SA 10% 12/1/13

1,170

1,214

Nextel Communications, Inc. 7.375% 8/1/15

2,000

2,150

Rogers Communications, Inc.:

6.375% 3/1/14

1,500

1,530

6.535% 12/15/10 (j)

450

469

7.5% 3/15/15

740

810

Western Wireless Corp. 9.25% 7/15/13

920

1,049

38,051

TOTAL TELECOMMUNICATION SERVICES

167,044

UTILITIES - 1.1%

Electric Utilities - 0.6%

Cleveland Electric Illuminating Co. 5.65% 12/15/13

3,080

3,180

Detroit Edison Co. 5.2% 10/15/12

4,000

4,073

Duke Capital LLC:

6.25% 2/15/13

5,000

5,355

6.75% 2/15/32

3,530

3,932

Exelon Corp.:

4.9% 6/15/15

11,000

10,794

5.625% 6/15/35

1,365

1,344

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utilities - continued

FirstEnergy Corp.:

5.5% 11/15/06

$ 2,830

$ 2,866

6.45% 11/15/11

9,780

10,517

FPL Group Capital, Inc. 3.25% 4/11/06

1,250

1,242

Nevada Power Co.:

5.875% 1/15/15 (h)

260

265

10.875% 10/15/09

370

413

Niagara Mohawk Power Corp. 8.875% 5/15/07

1,660

1,782

Oncor Electric Delivery Co. 6.375% 5/1/12

7,150

7,730

Progress Energy, Inc.:

7% 10/30/31

9,400

10,737

7.1% 3/1/11

3,700

4,066

7.75% 3/1/31

1,800

2,222

Public Service Co. of Colorado 5.5% 4/1/14

4,035

4,209

Reliant Energy, Inc. 9.25% 7/15/10

735

801

Sierra Pacific Power Co. 6.25% 4/15/12

360

374

Southern California Edison Co.:

4.65% 4/1/15

2,000

1,954

5% 1/15/14

2,515

2,531

Texas Genco LLC/Texas Genco Financing Corp. 6.875% 12/15/14 (h)

610

641

TXU Energy Co. LLC 7% 3/15/13

10,490

11,606

92,634

Gas Utilities - 0.1%

Consolidated Natural Gas Co. 6.85% 4/15/11

1,550

1,700

Sonat, Inc.:

6.625% 2/1/08

1,385

1,387

6.75% 10/1/07

825

827

Texas Eastern Transmission Corp. 7.3% 12/1/10

4,320

4,793

8,707

Independent Power Producers & Energy Traders - 0.2%

AES Corp.:

8.75% 5/15/13 (h)

1,135

1,257

9.375% 9/15/10

1,143

1,286

9.5% 6/1/09

2,802

3,107

Allegheny Energy Supply Co. LLC 8.25% 4/15/12 (h)

1,255

1,412

Calpine Corp. 9.3488% 7/15/07 (h)(j)

1,191

1,009

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Independent Power Producers & Energy Traders - continued

Constellation Energy Group, Inc.:

6.35% 4/1/07

$ 4,410

$ 4,534

7% 4/1/12

10,525

11,658

Duke Capital LLC:

4.331% 11/16/06

1,215

1,213

5.668% 8/15/14

4,390

4,513

NRG Energy, Inc. 8% 12/15/13

1,000

1,070

31,059

Multi-Utilities - 0.2%

CMS Energy Corp.:

7.75% 8/1/10

725

778

8.9% 7/15/08

3,640

3,968

9.875% 10/15/07

1,605

1,757

Dominion Resources, Inc.:

4.75% 12/15/10

6,110

6,068

5.15% 7/15/15

9,000

8,955

5.95% 6/15/35

5,175

5,289

6.25% 6/30/12

5,765

6,163

32,978

TOTAL UTILITIES

165,378

TOTAL NONCONVERTIBLE BONDS

1,016,806

TOTAL CORPORATE BONDS

(Cost $1,045,907)

1,045,771

U.S. Government and Government Agency Obligations - 12.4%

U.S. Government Agency Obligations - 6.7%

Fannie Mae:

0% 9/28/05

404,700

402,506

0% 10/12/05

30,000

29,796

3.25% 7/31/06

190,000

188,382

3.625% 3/15/07

1,995

1,979

4.625% 10/15/13

20,000

20,121

4.625% 10/15/14

43,000

43,161

5.125% 1/2/14

37,800

38,562

U.S. Government and Government Agency Obligations - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Government Agency Obligations - continued

Fannie Mae: - continued

6% 5/15/11

$ 6,920

$ 7,446

6.125% 3/15/12

11,499

12,558

6.25% 2/1/11

8,695

9,341

6.375% 6/15/09

17,065

18,269

Federal Home Loan Bank 2.875% 8/15/06

12,000

11,851

Freddie Mac:

0% 9/6/05

35,000

34,883

0% 11/1/05

6,000

5,946

2.375% 2/15/07

2,005

1,952

4.125% 7/12/10

50,000

50,113

4.25% 7/15/09

7,935

7,898

4.875% 11/15/13

30,900

31,654

5.25% 11/5/12

2,810

2,808

5.75% 1/15/12

25,000

26,779

5.875% 3/21/11

23,295

24,700

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

970,705

U.S. Treasury Inflation Protected Obligations - 1.8%

U.S. Treasury Inflation-Indexed Bonds 2.375% 1/15/25

22,690

23,955

U.S. Treasury Inflation-Indexed Notes:

1.625% 1/15/15

76,360

74,664

2% 1/15/14

164,132

165,932

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

264,551

U.S. Treasury Obligations - 3.9%

U.S. Treasury Bonds 6.125% 8/15/29

175,325

216,033

U.S. Treasury Notes:

2% 8/31/05

45,000

44,949

2.375% 8/31/06

37,377

36,768

2.75% 6/30/06

134,175

132,823

2.75% 7/31/06

28,000

27,687

3.375% 2/28/07

19,700

19,515

3.375% 12/15/08

38,235

37,375

U.S. Government and Government Agency Obligations - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

3.375% 9/15/09

$ 44,779

$ 43,495

4.25% 11/15/14

17,000

16,949

TOTAL U.S. TREASURY OBLIGATIONS

575,594

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,799,936)

1,810,850

U.S. Government Agency - Mortgage Securities - 9.2%

Fannie Mae - 8.3%

3.463% 4/1/34 (j)

1,685

1,678

3.734% 1/1/35 (j)

919

910

3.753% 10/1/33 (j)

709

699

3.786% 12/1/34 (j)

856

847

3.793% 6/1/34 (j)

2,997

2,927

3.801% 12/1/34 (j)

169

167

3.828% 1/1/35 (j)

626

620

3.838% 1/1/35 (j)

1,783

1,776

3.867% 1/1/35 (j)

1,082

1,076

3.876% 11/1/34 (j)

3,901

3,870

3.88% 6/1/33 (j)

2,563

2,539

3.913% 12/1/34 (j)

559

555

3.937% 10/1/34 (j)

760

755

3.937% 12/1/34 (j)

1,092

1,087

3.967% 11/1/34 (j)

1,217

1,207

3.97% 5/1/33 (j)

234

232

3.975% 1/1/35 (j)

791

784

3.981% 12/1/34 (j)

764

756

4% 4/1/19 to 8/1/19

23,618

22,799

4% 8/1/20 (i)

59,714

57,587

4.008% 12/1/34 (j)

4,151

4,143

4.011% 1/1/35 (j)

497

492

4.014% 12/1/34 (j)

603

597

4.023% 2/1/35 (j)

574

569

4.03% 1/1/35 (j)

1,369

1,359

4.032% 12/1/34 (j)

395

394

4.045% 5/1/34 (j)

279

279

4.049% 2/1/35 (j)

540

536

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

4.053% 10/1/18 (j)

$ 712

$ 705

4.054% 1/1/35 (j)

539

534

4.079% 4/1/33 (j)

229

229

4.098% 1/1/35 (j)

1,182

1,187

4.104% 2/1/35 (j)

443

441

4.11% 2/1/35 (j)

395

394

4.117% 2/1/35 (j)

1,056

1,052

4.118% 1/1/35 (j)

1,160

1,155

4.121% 2/1/35 (j)

2,151

2,141

4.124% 1/1/35 (j)

1,169

1,174

4.137% 1/1/35 (j)

1,997

1,989

4.138% 2/1/35 (j)

1,287

1,291

4.144% 1/1/35 (j)

1,747

1,755

4.15% 11/1/34 (j)

983

977

4.154% 2/1/35 (j)

1,215

1,211

4.178% 1/1/35 (j)

2,205

2,226

4.183% 1/1/35 (j)

968

967

4.189% 11/1/34 (j)

314

313

4.197% 1/1/35 (j)

1,364

1,355

4.232% 3/1/34 (j)

619

617

4.25% 2/1/35 (j)

697

693

4.258% 10/1/34 (j)

1,713

1,723

4.293% 3/1/35 (j)

675

675

4.297% 7/1/34 (j)

610

612

4.302% 1/1/35 (j)

926

920

4.306% 8/1/33 (j)

1,479

1,473

4.315% 3/1/33 (j)

343

342

4.323% 5/1/35 (j)

1,027

1,026

4.332% 12/1/34 (j)

396

396

4.335% 2/1/35 (j)

479

478

4.349% 1/1/35 (j)

687

681

4.351% 1/1/35 (j)

682

679

4.367% 2/1/34 (j)

1,725

1,721

4.372% 4/1/35 (j)

496

496

4.401% 2/1/35 (j)

1,100

1,092

4.409% 5/1/35 (j)

2,152

2,153

4.433% 11/1/34 (j)

9,667

9,664

4.451% 6/1/33 (j)

463

458

4.455% 3/1/35 (j)

958

950

4.467% 10/1/34 (j)

3,605

3,607

4.479% 4/1/34 (j)

1,255

1,257

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

4.489% 8/1/34 (j)

$ 2,354

$ 2,353

4.5% 5/1/19 to 4/1/35

180,512

174,507

4.5% 8/1/20 (i)

115,000

113,095

4.5% 3/1/35 (j)

2,136

2,129

4.508% 1/1/35 (j)

1,263

1,270

4.529% 3/1/35 (j)

1,976

1,968

4.538% 8/1/34 (j)

1,294

1,301

4.554% 7/1/35 (j)

2,675

2,676

4.564% 2/1/35 (j)

4,883

4,889

4.57% 2/1/35 (j)

803

805

4.619% 2/1/35 (j)

2,114

2,106

4.645% 2/1/35 (j)

556

559

4.649% 11/1/34 (j)

2,507

2,513

4.687% 11/1/34 (j)

2,475

2,478

4.74% 7/1/34 (j)

2,168

2,154

4.741% 3/1/35 (j)

1,171

1,171

4.823% 12/1/34 (j)

2,125

2,132

4.847% 12/1/34 (j)

859

862

5% 10/1/17 to 8/1/35

247,603

245,702

5% 8/1/35 (i)

99,004

97,488

5.123% 2/1/35 (j)

6,246

6,235

5.137% 5/1/35 (j)

746

748

5.204% 6/1/35 (j)

3,740

3,789

5.366% 12/1/32 (j)

1,081

1,093

5.5% 11/1/08 to 10/1/34

131,315

133,586

5.5% 8/1/35 (i)

87,883

88,377

5.817% 5/1/35 (j)

5,180

5,235

6% 4/1/13 to 1/1/33

55,381

56,822

6% 8/1/35 (i)

10,890

11,135

6.5% 4/1/06 to 3/1/35

55,505

57,577

6.5% 8/1/35 (i)

3,593

3,720

7% 11/1/22 to 6/1/33

14,076

14,831

7.5% 12/1/22 to 3/1/29

2,766

2,955

8% 9/1/17

13

13

TOTAL FANNIE MAE

1,212,323

Freddie Mac - 0.7%

4% 12/1/17 to 6/1/19

4,421

4,265

4.106% 12/1/34 (j)

831

826

4.13% 12/1/34 (j)

1,178

1,173

4.223% 1/1/35 (j)

1,003

999

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Freddie Mac - continued

4.3% 5/1/35 (j)

$ 1,786

$ 1,777

4.311% 12/1/34 (j)

1,041

1,035

4.312% 3/1/35 (j)

995

992

4.351% 1/1/35 (j)

2,245

2,249

4.368% 3/1/35 (j)

1,452

1,436

4.4% 2/1/35 (j)

2,022

1,999

4.404% 2/1/35 (j)

2,088

2,082

4.446% 3/1/35 (j)

908

898

4.449% 2/1/34 (j)

1,138

1,133

4.49% 3/1/35 (j)

2,697

2,673

4.497% 6/1/35 (j)

1,474

1,473

4.498% 3/1/35 (j)

7,125

7,078

4.504% 3/1/35 (j)

1,078

1,068

4.565% 2/1/35 (j)

1,537

1,539

5% 9/1/33 to 7/1/35

34,998

34,463

5.036% 4/1/35 (j)

5,876

5,912

5.223% 8/1/33 (j)

424

433

6% 5/1/33 to 11/1/33

22,615

23,123

TOTAL FREDDIE MAC

98,626

Government National Mortgage Association - 0.2%

5.5% 1/15/32 to 5/15/34

6,675

6,762

6.5% 3/15/26 to 2/15/34

7,577

7,933

7% 11/15/22 to 12/15/32

13,221

13,983

7.5% 1/15/26 to 9/15/28

1,595

1,707

8% 1/15/17 to 10/15/29

127

137

9% 11/15/14 to 1/15/23

85

92

9.5% 12/15/20 to 3/15/23

32

35

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

30,649

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,347,677)

1,341,598

Asset-Backed Securities - 0.8%

ACE Securities Corp. Series 2003-FM1 Class M2, 5.31% 11/25/32 (j)

1,490

1,508

American Express Credit Account Master Trust:

Series 2001-6 Class B, 3.7381% 12/15/08 (j)

5,200

5,207

Series 2004-C Class C, 3.8881% 2/15/12 (h)(j)

5,197

5,212

Asset-Backed Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2003-HE2 Class A2, 3.7681% 4/15/33 (j)

$ 395

$ 395

Series 2003-HE7 Class A3, 3.7481% 12/15/33 (j)

1,880

1,887

Bank One Issuance Trust Series 2004-B2 Class B2, 4.37% 4/15/12

6,000

5,938

Capital One Multi-Asset Execution Trust:

Series 2003-B1 Class B1, 4.5581% 2/17/09 (j)

5,090

5,122

Series 2003-B2 Class B2, 3.5% 2/17/09

2,675

2,659

Series 2003-B4 Class B4, 4.1881% 7/15/11 (j)

3,035

3,084

Series 2004-6 Class B, 4.15% 7/16/12

6,215

6,097

Capital One Prime Auto Receivable Trust Series 2004-3 Class A3, 3.39% 1/15/09

3,500

3,455

CDC Mortgage Capital Trust Series 2003-HE2 Class M2, 5.36% 10/25/33 (j)

1,265

1,287

Chase Credit Card Owner Trust Series 2004-1 Class B, 3.5881% 5/15/09 (j)

2,425

2,425

Citibank Credit Card Issuance Trust Series 2000-C2 Class C2, 4.2488% 10/15/07 (j)

7,500

7,505

Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. Series 2005-1:

Class B, 4.878% 6/15/35 (h)

3,484

3,512

Class C, 5.074% 6/15/35 (h)

3,163

3,179

Fieldstone Mortgage Investment Corp. Series 2003-1:

Class M1, 4.14% 11/25/33 (j)

700

705

Class M2, 5.21% 11/25/33 (j)

300

308

Ford Credit Auto Owner Trust Series 2005-A Class A4, 3.72% 10/15/09

3,250

3,200

Home Equity Asset Trust:

Series 2003-2:

Class A2, 3.84% 8/25/33 (j)

115

115

Class M1, 4.34% 8/25/33 (j)

1,130

1,142

Series 2003-4:

Class M1, 4.26% 10/25/33 (j)

1,670

1,682

Class M2, 5.36% 10/25/33 (j)

1,980

2,006

Household Home Equity Loan Trust Series 2002-2
Class A, 3.73% 4/20/32 (j)

1,911

1,913

Long Beach Mortgage Loan Trust Series 2003-3:

Class M1, 4.21% 7/25/33 (j)

3,770

3,797

Class M2, 5.31% 7/25/33 (j)

1,925

1,963

MBNA Credit Card Master Note Trust:

Series 2003-B3 Class B3, 3.7631% 1/18/11 (j)

3,342

3,358

Series 2003-B5 Class B5, 3.7581% 2/15/11 (j)

4,855

4,893

Asset-Backed Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Morgan Stanley ABS Capital I, Inc.:

Series 2002-HE3 Class M1, 4.56% 12/27/32 (j)

$ 940

$ 952

Series 2003-NC8 Class M1, 4.16% 9/25/33 (j)

1,120

1,126

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC4 Class M1, 4.46% 1/25/32 (j)

1,943

1,950

Series 2002-NC1 Class M1, 4.26% 2/25/32 (h)(j)

1,438

1,450

Series 2002-NC3 Class M1, 4.18% 8/25/32 (j)

765

771

New Century Home Equity Loan Trust Series 2003-2 Class A2, 3.89% 1/25/33 (j)

176

176

Nissan Auto Lease Trust Series 2003-A Class A3B, 2.57% 6/15/09

3,201

3,166

Nissan Auto Receivables OwnerTrust Series 2005-A Class A4, 3.82% 7/15/10

3,375

3,322

Sears Credit Account Master Trust II:

Series 2000-2 Class A, 6.75% 9/16/09

7,895

7,924

Series 2002-4 Class A, 3.5181% 8/18/09 (j)

4,200

4,200

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 3.8381% 3/15/11 (h)(j)

4,320

4,317

World Omni Auto Receivables Trust Series 2005-A Class A3, 3.54% 6/12/09

3,015

2,978

TOTAL ASSET-BACKED SECURITIES

(Cost $115,826)

115,886

Collateralized Mortgage Obligations - 0.5%

Private Sponsor - 0.2%

Adjustable Rate Mortgage Trust floater Series 2004-4 Class 5A2, 3.86% 3/25/35 (j)

2,462

2,467

Bank of America Mortgage Securities, Inc.:

Series 2003-K:

Class 1A1, 3.3521% 12/25/33 (j)

807

799

Class 2A1, 4.1867% 12/25/33 (j)

2,864

2,828

Series 2003-L Class 2A1, 3.9876% 1/25/34 (j)

2,655

2,613

Series 2004-B:

Class 1A1, 3.4262% 3/25/34 (j)

4,211

4,159

Class 2A2, 4.1351% 3/25/34 (j)

2,251

2,202

Master Alternative Loan Trust Series 2004-3 Class 3A1, 6% 4/25/34

874

884

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

1,618

1,647

Series 2004-SL2 Class A1, 6.5% 10/25/16

814

827

Collateralized Mortgage Obligations - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Private Sponsor - continued

Residential Finance LP/Residential Finance Development Corp. floater:

Series 2003-B:

Class B3, 4.9% 7/10/35 (h)(j)

$ 3,669

$ 3,733

Class B4, 5.1% 7/10/35 (h)(j)

2,800

2,852

Class B5, 5.7% 7/10/35 (h)(j)

2,607

2,662

Class B6, 6.2% 7/10/35 (h)(j)

1,159

1,183

Series 2003-CB1:

Class B3, 4.8% 6/10/35 (h)(j)

1,292

1,315

Class B4, 5% 6/10/35 (h)(j)

1,152

1,174

Class B5, 5.6% 6/10/35 (h)(j)

786

803

Class B6, 6.1% 6/10/35 (h)(j)

468

478

Residential Funding Securities Corp. Series 2003-RP2 Class A1, 3.93% 6/25/33 (h)(j)

1,908

1,915

Washington Mutual Mortgage Securities Corp. sequential pay Series 2003-MS9 Class 2A1, 7.5% 12/25/33

620

643

TOTAL PRIVATE SPONSOR

35,184

U.S. Government Agency - 0.3%

Fannie Mae planned amortization class Series 1996-28 Class PK, 6.5% 7/25/25

2,590

2,727

Freddie Mac Multi-class participation certificates guaranteed planned amortization class:

Seires 2625 Class QX, 2.25% 3/15/22

1,276

1,243

Series 2640 Class QG, 2% 4/15/22

1,642

1,594

Series 2770 Class UD, 4.5% 5/15/17

12,058

11,812

Series 2780 Class OC, 4.5% 3/15/17

3,935

3,897

Series 2831 Class PB, 5% 7/15/19

3,735

3,743

Series 2885 Class PC, 4.5% 3/15/18

5,030

4,971

Series 2888 Class GD, 4.5% 4/15/18

4,817

4,697

Ginnie Mae guaranteed Multi-family pass thru securities sequential pay Series 2002-35 Class C, 5.8918% 10/16/23 (j)

685

710

TOTAL U.S. GOVERNMENT AGENCY

35,394

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $71,099)

70,578

Commercial Mortgage Securities - 0.7%

Principal
Amount (000s)

Value (Note 1)
(000s)

Banc of America Commercial Mortgage, Inc. sequential pay Series 2004-2 Class A3, 4.05% 11/10/38

$ 7,000

$ 6,780

Bayview Commercial Asset Trust floater Series 2004-3:

Class A1, 3.83% 1/25/35 (h)(j)

4,150

4,164

Class A2, 3.88% 1/25/35 (h)(j)

620

622

Class M1, 3.96% 1/25/35 (h)(j)

715

716

Bear Stearns Commercial Mortgage Securities, Inc. Series 2004-ESA:

Class B, 4.888% 5/14/16 (h)

1,030

1,038

Class C, 4.937% 5/14/16 (h)

2,140

2,160

Class D, 4.986% 5/14/16 (h)

780

785

Class E, 5.064% 5/14/16 (h)

2,420

2,437

Class F, 5.182% 5/14/16 (h)

580

585

CDC Commercial Mortgage Trust Series 2002-FX1
Class XCL, 0.6669% 5/15/35 (h)(j)(k)

57,070

3,325

Commercial Mortgage pass thru certificates floater Series 2004-CNL:

Class D, 4.0281% 9/15/14 (h)(j)

330

330

Class E, 4.0881% 9/15/14 (h)(j)

450

450

Class F, 4.1881% 9/15/14 (h)(j)

355

355

Class G, 4.3681% 9/15/14 (h)(j)

810

810

Class H, 4.4681% 9/15/14 (h)(j)

860

860

Class J, 4.9881% 9/15/14 (h)(j)

295

296

Class K, 5.3881% 9/15/14 (h)(j)

460

461

Class L, 5.5881% 9/15/14 (h)(j)

375

375

CS First Boston Mortgage Securities Corp.:

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

307

309

Series 2000-C1 Class A2, 7.545% 4/15/62

5,000

5,530

Series 1997-C2 Class D, 7.27% 1/17/35

2,800

2,996

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 6/15/31

1,885

2,004

DLJ Commercial Mortgage Corp. sequential pay
Series 2000-CF1 Class A1B, 7.62% 6/10/33

4,885

5,452

Equitable Life Assurance Society of the United States Series 174:

Class B1, 7.33% 5/15/06 (h)

5,000

5,105

Class C1, 7.52% 5/15/06 (h)

4,000

4,087

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class A3, 6.65% 11/18/29

1,107

1,147

Commercial Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Ginnie Mae guaranteed REMIC pass thru securities sequential pay:

Series 2003-22 Class B, 3.963% 5/16/32

$ 2,985

$ 2,881

Series 2003-36 Class C, 4.254% 2/16/31

2,370

2,310

Series 2003-47 Class C, 4.227% 10/16/27

4,370

4,290

Series 2003-59 Class D, 3.654% 10/16/27

4,890

4,615

GMAC Commercial Mortgage Securities, Inc. Series 2004-C3 Class X2, 0.749% 12/10/41 (j)(k)

3,500

104

GS Mortgage Securities Corp. II:

sequential pay:

Series 2001-LIBA Class A2, 6.615% 2/14/16 (h)

2,912

3,182

Series 2003-C1 Class A2A, 3.59% 1/10/40

2,445

2,397

Series 1998-GLII Class E, 7.1906% 4/13/31 (j)

1,220

1,288

Host Marriot Pool Trust sequential pay Series 1999-HMTA Class B, 7.3% 8/3/15 (h)

1,400

1,526

LB-UBS Commercial Mortgage Trust sequential pay:

Series 2000-C3 Class A2, 7.95% 1/15/10

5,000

5,619

Series 2001-C2 Class A2, 6.653% 11/15/27

1,920

2,092

Leafs CMBS I Ltd./Leafs CMBS I Corp. Series 2002-1A Class C, 4.13% 11/20/37 (h)

5,000

4,511

Mortgage Capital Funding, Inc. sequential pay Series 1998-MC2 Class A2, 6.423% 6/18/30

3,309

3,443

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 11/15/07 (h)

9,000

9,383

Wachovia Bank Commercial Mortgage Trust sequential pay Series 2003-C8 Class A3, 4.445% 11/15/35

8,060

7,940

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $108,799)

108,760

Municipal Securities - 0.0%

Massachusetts Spl. Oblig. Dedicated Tax Rev. 5.5% 1/1/29 (FGIC Insured)

3,100

3,681

Univ. of Virginia Univ. Revs. 5% 6/1/37

1,700

1,806

TOTAL MUNICIPAL SECURITIES

(Cost $5,553)

5,487

Foreign Government and Government Agency Obligations - 0.3%

Principal
Amount (000s)

Value (Note 1)
(000s)

Chilean Republic 7.125% 1/11/12

$ 6,700

$ 7,540

Israeli State 4.625% 6/15/13

770

745

Korean Republic 4.875% 9/22/14

2,495

2,477

United Mexican States:

4.625% 10/8/08

4,210

4,187

5.875% 1/15/14

12,580

12,876

6.75% 9/27/34

12,855

13,549

7.5% 1/14/12

6,200

6,925

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $46,486)

48,299

Supranational Obligations - 0.0%

Corporacion Andina de Fomento 6.875% 3/15/12
(Cost $2,795)

2,825

3,103

Money Market Funds - 1.5%

Shares

Fidelity Cash Central Fund, 3.31% (b)

135,772,846

135,773

Fidelity Securities Lending Cash Central Fund, 3.32% (b)(c)

85,183,608

85,184

TOTAL MONEY MARKET FUNDS

(Cost $220,957)

220,957

TOTAL INVESTMENT PORTFOLIO - 102.8%

(Cost $12,773,032)

15,014,124

NET OTHER ASSETS - (2.8)%

(404,412)

NET ASSETS - 100%

$ 14,609,712

Swap Agreements

Expiration
Date

Notional
Amount (000s)

Value
(000s)

Credit Default Swap

Receive from Morgan Stanley, Inc., upon default event of Motorola, Inc., par value of the notional amount of Motorola, Inc. 7.625% 11/15/10, and pay quarterly notional amount multiplied by .69%

Sept. 2009

$ 7,000

$ (117)

Receive quarterly notional amount multiplied by .41% and pay Morgan Stanley upon default event of Sempra Energy, par value of the notional amount of Sempra Energy 6% 2/1/13

Sept. 2010

8,500

(3)

Receive quarterly notional amount multiplied by .35% and pay Goldman Sachs upon default event of Southern California Edison Co., par value of the notional amount of Southern California Edison Co. 7.625% 1/15/10

Sept. 2010

5,100

(2)

Receive quarterly notional amount multiplied by .8% and pay Morgan Stanley, Inc. upon default event of News America, Inc., par value of the notional amount of News America, Inc. 4.75% 3/15/10

April 2010

15,000

181

TOTAL CREDIT DEFAULT SWAP

35,600

59

Total Return Swap

Receive monthly a return equal to Banc of America Securities LLC AAA 10 Yr Commercial Mortgage Backed Securities Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 40 basis points with Bank of America

March 2006

5,400

(89)

Receive monthly a return equal to Lehman Brothers CMBS AAA 8.5+ Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Citibank

Oct. 2005

5,400

(134)

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 10 basis points with Citibank

Oct. 2005

3,575

(58)

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Lehman Brothers, Inc.

March 2006

1,425

(22)

Swap Agreements - continued

Expiration
Date

Notional
Amount (000s)

Value
(000s)

Total Return Swap - continued

Receive monthly a return equal to Banc of America Securities LLC AAA 10 Yr Commercial Mortgage Backed Securities Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Bank of America

July 2006

$ 5,400

$ (44)

Receive quarterly a return equal to Banc of America Securities LLC AAA 10 Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 40 basis points with Bank of America

Nov. 2005

10,800

(42)

TOTAL TOTAL RETURN SWAP

32,000

(389)

$ 67,600

$ (330)

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 quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

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

(e) 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.

(f) Security or a portion of the security is on loan at period end.

(g) Affiliated company

(h) 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 $231,322,000 or 1.6% of net assets.

(i) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

(k) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

Other Information

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

U.S. Government and
U.S. Government Agency Obligations

21.9%

AAA,AA,A

3.6%

BBB

4.6%

BB

0.2%

B

0.4%

CCC,CC,C

0.1%

Not Rated

0.3%

Equities

70.2%

Short-Term Investments and
Net Other Assets

(1.3)%

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.

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
(amounts in thousands)

Value,
beginning
of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of period

ATMI, Inc.

$ 32,079

$ 8,217

$ 2,384

$ -

$ 60,485

Covad Communications Group, Inc.

24,693

3,864

-

-

21,114

Frontier Airlines, Inc.

27,960

85

-

-

43,732

Hanger Orthopedic Group, Inc.

732

8,160

1,221

-

10,496

LTX Corp.

26,657

1,757

137

-

24,279

Vastera, Inc.

4,719

-

3,617

-

-

Total

$ 116,840

$ 22,083

$ 7,359

$ -

$ 160,106

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

July 31, 2005

Assets

Investment in securities, at value (including securities loaned of $80,300) (cost $12,773,032) - See accompanying schedule

$ 15,014,124

Receivable for investments sold

70,530

Receivable for fund shares sold

31,699

Dividends receivable

7,667

Interest receivable

36,373

Prepaid expenses

18

Other affiliated receivables

38

Other receivables

1,139

Total assets

15,161,588

Liabilities

Payable for investments purchased
Regular delivery

$ 70,982

Delayed delivery

376,306

Payable for fund shares redeemed

10,248

Swap agreements, at value

330

Accrued management fee

5,023

Other affiliated payables

2,661

Other payables and accrued expenses

1,142

Collateral on securities loaned, at value

85,184

Total liabilities

551,876

Net Assets

$ 14,609,712

Net Assets consist of:

Paid in capital

$ 11,912,477

Undistributed net investment income

23,674

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

433,343

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

2,240,218

Net Assets, for 780,094 shares outstanding

$ 14,609,712

Net Asset Value, offering price and redemption price per share ($14,609,712 ÷ 780,094 shares)

$ 18.73

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended July 31, 2005

Investment Income

Dividends

$ 109,967

Interest

178,157

Security lending

1,255

Total income

289,379

Expenses

Management fee

$ 52,777

Transfer agent fees

25,808

Accounting and security lending fees

1,624

Independent trustees' compensation

63

Appreciation in deferred trustee compensation account

13

Custodian fees and expenses

504

Registration fees

529

Audit

143

Legal

28

Miscellaneous

114

Total expenses before reductions

81,603

Expense reductions

(2,183)

79,420

Net investment income (loss)

209,959

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (net of foreign taxes of $(33)) (Including realized gain (loss) of $(8,838) from affiliated issuers)

487,741

Foreign currency transactions

(205)

Swap agreements

2,565

Total net realized gain (loss)

$ 490,101

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $542)

1,373,241

Assets and liabilities in foreign currencies

1

Swap agreements

(1,012)

Total change in net unrealized appreciation (depreciation)

1,372,230

Net gain (loss)

1,862,331

Net increase (decrease) in net assets resulting from operations

$ 2,072,290

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
July 31,
2005

Year ended
July 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 209,959

$ 160,240

Net realized gain (loss)

490,101

533,307

Change in net unrealized appreciation (depreciation)

1,372,230

328,787

Net increase (decrease) in net assets resulting
from operations

2,072,290

1,022,334

Distributions to shareholders from net investment income

(209,042)

(153,880)

Distributions to shareholders from net realized gain

(288,055)

-

Total distributions

(497,097)

(153,880)

Share transactions
Proceeds from sales of shares

3,734,286

3,598,599

Reinvestment of distributions

488,501

150,873

Cost of shares redeemed

(1,972,649)

(1,738,797)

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

2,250,138

2,010,675

Total increase (decrease) in net assets

3,825,331

2,879,129

Net Assets

Beginning of period

10,784,381

7,905,252

End of period (including undistributed net investment income of $23,674 and undistributed net investment income of $23,604, respectively)

$ 14,609,712

$ 10,784,381

Other Information

Shares

Sold

213,325

217,286

Issued in reinvestment of distributions

29,188

9,103

Redeemed

(113,135)

(105,374)

Net increase (decrease)

129,378

121,015

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

Annual Report

Financial Highlights

Years ended July 31,

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value,
beginning of period

$ 16.57

$ 14.92

$ 13.28

$ 15.45

$ 15.33

Income from Investment Operations

Net investment income (loss) B

.29

.27

.30

.41

.47

Net realized and unrealized gain (loss)

2.60

1.64

1.63

(1.99)

.61

Total from investment operations

2.89

1.91

1.93

(1.58)

1.08

Distributions from net investment income

(.29)

(.26)

(.29)

(.42)

(.47)

Distributions from net realized gain

(.44)

-

-

(.17)

(.49)

Total distributions

(.73)

(.26)

(.29)

(.59)

(.96)

Net asset value, end of period

$ 18.73

$ 16.57

$ 14.92

$ 13.28

$ 15.45

Total Return A

18.04%

12.82%

14.78%

(10.53)%

7.23%

Ratios to Average Net Assets C

Expenses before expense reductions

.65%

.67%

.70%

.69%

.67%

Expenses net of voluntary waivers, if any

.65%

.67%

.70%

.69%

.67%

Expenses net of all reductions

.64%

.66%

.67%

.66%

.64%

Net investment income (loss)

1.68%

1.63%

2.17%

2.79%

3.05%

Supplemental Data

Net assets, end of period
(in millions)

$ 14,610

$ 10,784

$ 7,905

$ 6,464

$ 6,867

Portfolio turnover rate

82%

99%

137%

150%

115%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2005

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Balanced Fund (the fund) is a fund of Fidelity Puritan Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with 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, including restricted 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, including restricted 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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

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 and may include proceeds received from litigation. 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 return of capital distributions or capital gain distributions. 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 each fund in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent 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 the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. In addition, the fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. 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 short-term capital gains, swap agreements, foreign currency transactions, passive foreign investment companies (PFIC), prior period premium and discount on debt securities, market discount, partnerships, financing transactions and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 2,562,254

Unrealized depreciation

(342,845)

Net unrealized appreciation (depreciation)

2,219,409

Undistributed ordinary income

69,475

Undistributed long-term capital gain

384,060

Cost for federal income tax purposes

$ 12,794,715

The tax character of distributions paid was as follows:

July 31, 2005

July 31, 2004

Ordinary Income

$ 226,191

$ 153,880

Long-term Capital Gains

270,906

-

Total

$ 497,097

$ 153,880

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 which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Repurchase Agreements - continued

agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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.

Swap Agreements. The fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

Total return swaps are agreements to exchange the return generated by one instrument or index for the return generated by another instrument, for example, the agreement to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the index exceeds the offsetting interest obligation, a fund will receive a payment from the counterparty. To the extent it is less, a fund will make a payment to the counterparty. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as

Annual Report

2. Operating Policies - continued

Swap Agreements - continued

a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. The fund may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the fund's Schedule of Investments under the caption "Swap Agreements."

Mortgage Dollar Rolls. To earn additional income, the fund may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $6,112,998 and $5,045,273, respectively.

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 .15% of the fund's average net assets and a group fee rate that averaged .27% 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 annual management fee rate was .42% 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 annual rate of .21% 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 Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $7,077 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 were $318 for the period.

Annual 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 the Fidelity Securities Lending Cash Central Fund. 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 $1,829 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 $8 and $346, respectively.

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity Balanced Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Balanced Fund (a fund of Fidelity Puritan Trust) at July 31, 2005 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Balanced Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 13, 2005

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, Stephen P. Jonas, and Kenneth L. Wolfe, each of the Trustees oversees 320 funds advised by FMR or an affiliate. Mr. McCoy oversees 322 funds advised by FMR or an affiliate. Mr. Jonas and Mr. Wolfe oversee 311 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (75)**

Year of Election or Appointment:

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc.

Abigail P. Johnson (43)**

Year of Election or Appointment: 2001

Ms. Johnson serves as President of Fidelity Employer Services Company (FESCO) (2005-present). She is President and a Director of Fidelity Investments Money Management, Inc. (2001-present), FMR Co., Inc. (2001-present), and a Director of FMR Corp. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds.

Stephen P. Jonas (52)

Year of Election or Appointment: 2005

Mr. Jonas is Senior Vice President of Balanced. He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Co. (1998-2000). Mr. Jonas has been with Fidelity Investments since 1987 and has held various financial and management positions including Chief Financial Officer of FMR. In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).

Robert L. Reynolds (53)

Year of Election or Appointment: 2003

Mr. Reynolds is a Director (2003-present) and Chief Operating Officer (2002-present) of FMR Corp. He also serves on the Board at Fidelity Investments Canada, Ltd. (2000-present). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

Dennis J. Dirks (57)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee of Manhattan College (2005-present).

Robert M. Gates (61)

Year of Election or Appointment: 1997

Dr. Gates is Vice Chairman of the Independent Trustees (2005-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

George H. Heilmeier (69)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE) (2000-present). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid display.

Marie L. Knowles (58)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (61)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

Marvin L. Mann (72)

Year of Election or Appointment: 1995

Mr. Mann is Chairman of the Independent Trustees (2001-present). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (71)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (61)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (66)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman of the Board (2000-present) and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (66)

Year of Election or Appointment: 2005

Mr. Wolfe also serves as a Trustee (2005-present) or Member of the Advisory Board (2004-present) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for Mr. Gamper may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Albert R. Gamper, Jr. (63)

Year of Election or Appointment: 2005

Member of the Advisory Board of Fidelity Puritan Trust. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

Peter S. Lynch (61)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Puritan Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

Dwight D. Churchill (51)

Year of Election or Appointment: 2005

Vice President of Balanced. Mr. Churchill also serves as Vice President of certain Equity funds (2005-present) and certain High Income Funds (2005-present). Previously, he served as Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FIMM (2000) and FMR. Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.

Walter C. Donovan (43)

Year of Election or Appointment: 2005

Vice President of Balanced. Mr. Donovan also serves as Vice President of Fidelity's High Income Funds (2005-present), Fidelity's Fixed-Income Funds (2005-present), certain Asset Allocation Funds (2005-present), and certain Balanced Funds (2005-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMRC (2005-present). Previously, Mr. Donovan served as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).

David L. Murphy (57)

Year of Election or Appointment: 2005

Vice President of Balanced. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fidelity's Investment Grade-Bond Funds (2005-present), and Fidelity's Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of FIMM (2003-present) and a Vice President of FMR (2000-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002). Mr. Murphy joined Fidelity Investments in 1989 as a portfolio manager in the Bond Group.

Thomas J. Silvia (44)

Year of Election or Appointment: 2005

Vice President of Balanced. Mr. Silvia also serves as Vice President of Fidelity's Bond Funds (2005-present) and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).

George A. Fischer (44)

Year of Election or Appointment: 2004

Vice President of Balanced. Mr. Fischer is Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Fischer managed a variety of Fidelity funds.

Lawrence Rakers (41)

Year of Election or Appointment: 2003

Vice President of Balanced. Mr. Rakers is Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. Rakers worked as a research analyst and portfolio manager.

Eric D. Roiter (56)

Year of Election or Appointment: 1998

Secretary of Balanced. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Management & Research (Far East) Inc. (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (45)

Year of Election or Appointment: 2003

Assistant Secretary of Balanced. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

Christine Reynolds (46)

Year of Election or Appointment: 2004

President, Treasurer, and Anti-Money Laundering (AML) officer of Balanced. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

Timothy F. Hayes (54)

Year of Election or Appointment: 2002

Chief Financial Officer of Balanced. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002-present) and President of Fidelity Investment Operations (2005-present) which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he served as President (1998-2005). Mr. Hayes serves as President of Fidelity Service Company (2003-present) where he also serves as a Director. Mr. Hayes also served as President of Fidelity Investments Operations Group (FIOG, 2002-2005).

Kenneth A. Rathgeber (58)

Year of Election or Appointment: 2004

Chief Compliance Officer of Balanced. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

John R. Hebble (47)

Year of Election or Appointment: 2003

Deputy Treasurer of Balanced. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).

Bryan A. Mehrmann (44)

Year of Election or Appointment: 2005

Deputy Treasurer of Balanced. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (41)

Year of Election or Appointment: 2004

Deputy Treasurer of Balanced. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (35)

Year of Election or Appointment:2005

Deputy Treasurer of Balanced. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (38)

Year of Election or Appointment: 2005

Assistant Treasurer of Balanced. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (58)

Year of Election or Appointment: 1995

Assistant Treasurer of Balanced. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (51)

Year of Election or Appointment: 2004

Assistant Treasurer of Balanced. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (50)

Year of Election or Appointment: 2002

Assistant Treasurer of Balanced. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (46)

Year of Election or Appointment: 2005

Assistant Treasurer of Balanced. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Balanced. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Balanced Fund voted to pay on September 12, 2005, to shareholders of record at the opening of business on September 9, 2005, a distribution of $.55 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as capital gain dividends: For dividends with respect to the taxable year ended July 31, 2005, $407,695,000, or, if subsequently determined to be different, the net capital gain of such year.

A total of 9.56% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates 29%, 29%, 29%, 51% and 51% of the dividends distributed in September, October, December, April and July, respectively, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 0%, 36%, 36%, 61%, and 61% of the dividends distributed in September, October, December, April and July, respectively, during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2006 of amounts for use in preparing 2005 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Balanced Fund

Each year, typically in July, the Board of Trustees, including the independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders by Fidelity. At the time of the renewal, the Board had 11 standing committees, each composed of independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically during the first six months of each year and as necessary to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2005 meeting, the Board of Trustees, including the independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (1) the nature, extent, and quality of the services to be provided to the fund and its shareholders by Fidelity (including the investment performance of the fund); (2) the competitiveness of the management fee and total expenses of the fund; (3) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (4) the extent to which economies of scale would be realized as the fund grows; and (5) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided by Fidelity. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's portfolio managers and the fund's investment objective and discipline. The independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Fidelity Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily decided in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources. The Board also considered the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2004, Fidelity has taken a number of actions that benefited particular funds, including (i) voluntarily deciding in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources, (ii) contractually agreeing to impose management fee reductions and expense limitations on its five Spartan stock index funds and its stock index fund available through variable insurance products, (iii) contractually agreeing to eliminate the management fees on the Fidelity Freedom Funds and the Fidelity Advisor Freedom Funds, (iv) contractually agreeing to reduce the management fees on most of its investment-grade taxable bond funds, and (v) contractually agreeing to impose expense limitations on its retail and Spartan investment-grade taxable bond funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2004, the fund's returns, the returns of a proprietary custom index ("benchmark"), and a range of returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund. The fund's proprietary custom index is an index developed by FMR that represents the fund's general investment categories in both equity and bond securities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued



The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the first quartile for the one-, three-, and five-year periods. The Board also stated that the relative investment performance of the fund has compared favorably to its benchmark over time.

The Board has had thorough discussions with FMR throughout the year about the Board's and FMR's concerns about equity research, equity fund performance, and compliance with internal policies governing gifts and entertainment. FMR has taken steps that it believes will refocus and strengthen equity research and equity portfolio management and compliance. The Board noted with favor FMR's recent reorganization of its senior management team and FMR's plans to dedicate additional resources to investment research, and participated in the process that led to those changes.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 18% means that 82% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile ("quadrant") in which the fund's management fee ranked, is also included in the chart and considered by the Board.



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2004.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expenses ranked below its competitive median for 2004.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business. In addition, a special committee of the Board reviewed services provided to Fidelity by its affiliates and determined that the fees that Fidelity paid for such services were reasonable.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information regarding (i) equity fund transfer agency fees; (ii) Fidelity's fund profitability methodology and the impact of various changes in the methodology over time; (iii) benefits to shareholders from economies of scale; (iv) composition and characteristics of various fund and industry data used in comparisons; and (v) compensation of portfolio managers and research analysts.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the existing advisory fee structures are fair and reasonable, and that the fund's existing Advisory Contracts should be renewed.

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Investments
Money Management, Inc.

Fidelity Management & Research
(Far East) Inc.

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

Fidelity Investments Japan Limited

Fidelity International Investment
Advisers

Fidelity International Investment
Advisers (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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

BAL-UANN-0905
1.789243.102

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

Fidelity®

Low-Priced Stock

Fund

Annual Report

July 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

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.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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.

Annual Report

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the fund's most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and 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.

For nearly 60 years, Fidelity 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. 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

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2005

Past 1
year

Past 5
years

Past 10
years

Fidelity® Low-Priced Stock Fund

25.32%

19.53%

16.35%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity ® Low-Priced Stock Fund on July 31, 1995. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Joel Tillinghast, Portfolio Manager of Fidelity® Low-Priced Stock Fund

A late-inning rally on Wall Street helped push some key U.S. equity indexes to four-year highs by the conclusion of the 12-month period ending July 31, 2005. Spurred on by bullish economic data and strong corporate earnings, investors enjoyed a stellar month of July, capping off a turbulent 12-month period for U.S. equity markets. Stock prices bounced up and down during most of the year, moving in cadence with gyrations in the price of crude oil and investors' gathering and ebbing concerns about inflation. The Federal Reserve Board raised short-term interest rates eight times during the period, also affecting overall market sentiment. Despite their fluctuations, the major equity indexes finished on a high note, with the Standard & Poor's 500SM Index and the NASDAQ Composite® Index posting gains of 14.05% and 16.51%, respectively, for the period. The small-cap Russell 2000® Index rose 24.78% and the Russell Midcap® Index jumped 28.93%, while the blue-chips' Dow Jones Industrial AverageSM advanced only 7.29%.

For the 12 months ending July 31, 2005, Fidelity Low-Priced Stock Fund had a total return of 25.32%, outpacing both the Russell 2000 Index and the LipperSM Small Cap Funds Average, which advanced 23.40%. Astute stock picking in three principal areas drove most of the outperformance versus the index. Within health care, which was the strongest sector for the portfolio, managed-care provider PacifiCare Health Systems turned in robust performance. The housing industry remained strong, with national homebuilder D.R. Horton providing the biggest individual boost during the period, while building materials companies USG Corp. and Lafarge North America also helped. Energy stocks, driven by record-high prices for crude oil, contributed as well, with Brazilian oil company Petrobras helping to support the fund's strong absolute and relative performance. Offshore holdings also were helped by favorable currency movements. On the downside, the fund was held back by weak results from two financial services stocks - Puerto Rican mortgage bank Doral Financial and MBNA, a leader in credit cards - as well as by a large cash position.

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

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2005 to July 31, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
February 1, 2005

Ending
Account Value
July 31, 2005

Expenses Paid
During Period*
February 1, 2005
to July 31, 2005

Actual

$ 1,000.00

$ 1,081.90

$ 4.80

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.18

$ 4.66

* Expenses are equal to the Fund's annualized expense ratio of .93%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of July 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

D.R. Horton, Inc.

2.8

2.2

Safeway, Inc.

1.7

1.4

Health Management Associates, Inc. Class A

1.5

1.5

Petroleo Brasileiro SA Petrobras sponsored ADR

1.4

1.2

MBNA Corp.

1.3

1.5

PacifiCare Health Systems, Inc.

1.3

1.2

Lafarge North America, Inc.

1.1

1.1

Next PLC

1.1

1.2

SunGard Data Systems, Inc.

1.1

0.2

Lincare Holdings, Inc.

1.0

1.1

14.3

Top Five Market Sectors as of July 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

23.2

22.4

Financials

13.4

14.6

Health Care

10.9

11.1

Information Technology

9.7

11.1

Industrials

8.8

10.0

Asset Allocation (% of fund's net assets)

As of July 31, 2005 *

As of January 31, 2005 **

Stocks, Investment Companies and
Equity Futures 90.5%

Stocks, Investment Companies and
Equity Futures 90.9%

Short-Term
Investments and
Net Other Assets 9.5%

Short-Term
Investments and
Net Other Assets 9.1%

* Foreign investments

25.0%

** Foreign investments

24.4%



Annual Report

Investments July 31, 2005

Showing Percentage of Net Assets

Common Stocks - 88.8%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 23.2%

Auto Components - 1.6%

American Axle & Manufacturing Holdings, Inc. (e)

4,827,300

$ 132,992

ArvinMeritor, Inc. (e)

6,854,000

130,706

Brembo Spa

100,000

772

Drew Industries, Inc. (a)(e)

1,000,000

44,550

Dura Automotive Systems, Inc. Class A (a)(d)(e)

1,844,074

8,778

FCC Co. Ltd. (d)

375,000

15,741

Federal Screw Works (e)

156,250

3,203

Halla Climate Control Co.

315,000

2,875

Intermet Corp. (a)

10

0

INZI Controls Co. Ltd. (e)

720,500

3,873

INZI Controls Co. Ltd. rights 8/12/05

115,280

151

Johnson Controls, Inc.

2,400,000

137,856

Motonic Corp.

78,310

1,879

Murakami Corp. (e)

850,000

8,686

Musashi Seimitsu Industry Co. Ltd.

200,000

4,909

Owari Precise Products Co. Ltd.

325,000

1,000

Piolax, Inc. (d)(e)

975,000

18,642

Samsung Climate Control Co. Ltd.

330,050

2,177

Sewon Precision Industries Co. Ltd.

41,860

929

Stoneridge, Inc. (a)(e)

2,318,200

23,205

Strattec Security Corp. (a)(e)

501,900

32,122

Tachi-S Co. Ltd.

715,400

8,188

Tower Automotive, Inc. (a)(e)

5,300,000

1,007

Toyota Auto Body Co. Ltd.

170,000

3,061

Yutaka Giken Co. Ltd.

415,000

10,445

597,747

Automobiles - 0.0%

Glendale International Corp.

370,300

1,542

National R.V. Holdings, Inc. (a)(e)

931,700

7,128

8,670

Distributors - 0.2%

Advanced Marketing Services, Inc. (a)(e)

1,877,800

10,234

Compania de Distribucion Integral Logista SA

520,000

27,181

Educational Development Corp. (e)

301,692

3,119

Goodfellow, Inc. (d)(e)

400,000

9,177

Medion AG (d)

375,000

6,252

Nagahori Corp.

200,000

729

San-A Co. Ltd.

100,000

2,579

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Distributors - continued

Strongco Income Fund

482,900

$ 6,232

Uni-Select, Inc.

869,500

20,098

85,601

Diversified Consumer Services - 1.3%

Career Education Corp. (a)(e)

6,160,000

238,946

Corinthian Colleges, Inc. (a)(e)

9,096,193

124,891

Education Management Corp. (a)

1,375,015

47,782

Johnan Academic Preparatory Institute, Inc.

100,000

470

Kyoshin Co. Ltd.

130,000

936

Matthews International Corp. Class A

149,600

5,834

Meiko Network Japan Co. Ltd. (d)

250,000

1,301

Shingakukai Co. Ltd.

200,000

1,745

Shuei Yobiko Co. Ltd.

75,000

2,061

Steiner Leisure Ltd. (a)(e)

1,725,000

59,616

Up, Inc. (e)

550,000

3,497

Wao Corp.

250,000

934

488,013

Hotels, Restaurants & Leisure - 3.6%

Applebee's International, Inc. (e)

8,250,000

218,708

ARK Restaurants Corp.

121,891

3,782

Benihana, Inc. (a)(e)

373,300

7,477

Benihana, Inc. Class A (sub. vtg.) (a)

470,225

9,339

Brinker International, Inc. (a)

3,871,200

158,332

Canterbury Park Holding Corp.

104,000

1,768

CEC Entertainment, Inc. (a)(e)

3,700,000

141,747

Domino's Pizza UK & IRL PLC

75,000

440

Domino's Pizza, Inc.

1,470,600

36,794

Elscint Ltd. (a)(e)

1,021,200

7,914

Elxsi Corp. (a)

123,900

434

Enterprise Inns PLC

1,000,000

14,377

Flanigan's Enterprises, Inc. (e)

123,200

1,121

Flight Centre LTD

20,000

227

Inventive Leisure PLC (e)

1,198,165

2,243

Jack in the Box, Inc. (a)(e)

3,337,500

126,992

Jurys Doyle Hotel Group PLC (Ireland)

200,000

3,953

Kappa Create Co. Ltd. (d)

30,000

560

Kyoritsu Maintenance Co. Ltd.

50,000

1,105

Monarch Casino & Resort, Inc. (a)(d)

238,974

4,708

MTR Gaming Group, Inc. (a)

336,641

3,558

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Multimedia Games, Inc. (a)(d)(e)

2,776,364

$ 29,096

Outback Steakhouse, Inc.

2,000,000

93,160

Papa John's International, Inc. (a)(e)

2,220,000

95,682

Pierre & Vacances

20,000

1,483

Pizzaexpress PLC (a)

1,750,000

15,109

Punch Taverns Ltd.

350,000

4,604

Ruby Tuesday, Inc. (e)

4,150,030

103,834

Ryan's Restaurant Group, Inc. (a)(e)

3,922,900

51,115

Sonic Corp. (a)(e)

6,100,000

184,891

Sportscene Restaurants, Inc. Class A (e)

406,500

2,988

Ultimate Leisure Group PLC

150,000

776

1,328,317

Household Durables - 7.0%

Abbey PLC (e)

3,407,000

38,418

Airsprung Furniture Group PLC (a)

500,000

207

Barratt Developments PLC (e)

23,958,099

303,385

Beazer Homes USA, Inc.

1,350,000

88,344

Bellway PLC (e)

10,530,416

159,352

Blyth, Inc. (e)

3,102,000

86,484

Boston Acoustics, Inc. (e)

274,488

4,738

Bush Industries, Inc. Class A (sub. vtg.) (a)

1,024,400

41

Chitaly Holdings Ltd.

1,634,000

1,051

Chromcraft Revington, Inc. (a)(e)

957,300

13,546

D.R. Horton, Inc. (e)

25,800,000

1,059,846

Decorator Industries, Inc. (e)

243,515

1,948

Department 56, Inc. (a)(e)

1,322,800

16,641

Dominion Homes, Inc. (a)(d)(e)

820,000

17,720

Ekornes AS

100,000

1,911

Enesco Group, Inc. (a)(e)

1,065,500

2,919

Helen of Troy Ltd. (a)(e)

2,980,900

69,872

Henry Boot PLC (e)

2,515,000

26,190

HTL International Holdings Ltd. (e)

20,050,000

16,023

Indesit Co. Spa (d)

100,000

1,319

Japan General Estate Co. Ltd. (d)

160,000

1,770

Joint Corp. (d)

365,000

15,484

Kaufman & Broad SA

150,000

10,140

KB Home

1,800,000

147,438

Libbey, Inc. (e)

866,700

15,211

M/I Homes, Inc. (e)

1,750,000

104,335

McInerney Holdings PLC

75,000

773

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Meritage Homes Corp. (a)

900,000

$ 83,655

Mohawk Industries, Inc. (a)

300,000

26,346

Nagawa Co. Ltd. (a)(e)

1,000,000

10,850

Ngai Lik Industrial Holdings Ltd. (e)

52,404,000

9,438

P&F Industries, Inc. Class A (a)(e)

336,500

5,620

Persimmon PLC

2,900,393

40,781

Redrow PLC

1,400,000

10,322

Salton, Inc. (a)(d)

434,800

974

Southern Energy Homes, Inc. (a)(e)

1,400,100

7,981

Stanley Furniture Co., Inc. (e)

1,300,000

37,284

Techtronic Industries Co. Ltd.

18,000,000

44,690

Toso Co. Ltd.

400,000

1,131

Tsann Kuen Enterprise Co. Ltd.

7,000,000

10,762

Wilson Bowden PLC

425,000

8,590

Yankee Candle Co., Inc. (e)

4,540,000

137,562

2,641,092

Internet & Catalog Retail - 0.1%

Belluna Co. Ltd. (d)

476,365

13,514

Celebrate Express, Inc.

30,600

427

Insight Enterprises, Inc. (a)

1,210,078

24,686

N Brown Group PLC

1,101,054

3,154

41,781

Leisure Equipment & Products - 0.5%

Action Performance Companies, Inc. (d)(e)

1,831,600

15,660

Aruze Corp. (d)

25,000

519

Asia Optical Co., Inc.

1,540,011

10,969

Beneteau SA

65,000

5,261

Coastcast Corp. (a)(e)

763,200

1,809

Escalade, Inc.

32,608

449

JAKKS Pacific, Inc. (a)(e)

1,499,956

25,709

Johnson Health Tech Co. Ltd.

929,500

3,164

Jumbo SA (a)

875,000

8,954

Marine Products Corp. (e)

3,868,700

54,549

Premier Image Technology Corp.

6,825,000

9,851

RC2 Corp. (a)

86,350

3,524

SCP Pool Corp.

900,000

32,796

Trigano SA

60,000

4,860

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Leisure Equipment & Products - continued

Vitec Group PLC

150,000

$ 910

Zapf Creation AG (a)(d)

275,000

3,311

182,295

Media - 0.5%

Astral Media, Inc. Class A (non-vtg.)

270,000

6,949

Bloomsbury Publishing PLC

100,000

632

Carrere Group (a)(d)

54,500

1,202

Championship Auto Racing Teams, Inc. (a)(e)

1,471,600

250

Chime Communications PLC (e)

15,385,714

7,639

Chubu-Nippon Broadcasting Co. Ltd.

100,000

1,156

Cofina SGPS SA

45,000

159

Cossette Communication Group, Inc. (sub. vtg.) (a)

390,500

4,146

Johnston Press PLC (e)

14,600,927

124,717

Opinion Research Corp. (a)

225,772

1,714

P4 Radio Hele Norge ASA

450,000

1,525

TVA Group, Inc. Class B (non-vtg.)

2,100,000

37,734

187,823

Multiline Retail - 1.7%

Conn's, Inc. (a)(d)

500,038

13,396

Daiwa Co. Ltd.

300,000

734

Dollar General Corp.

2,300,000

46,736

Dollar Tree Stores, Inc. (a)

4,982,422

124,511

Don Quijote Co. Ltd. (d)

35,000

1,995

Family Dollar Stores, Inc.

510,000

13,158

Gifi

70,000

2,325

Harvey Norman Holdings Ltd. (d)

14,400,000

29,543

Next PLC (e)

15,000,000

414,958

Thanks Japan Corp.

235,000

1,344

648,700

Specialty Retail - 3.9%

ARB Corp. Ltd. (d)

475,000

1,172

AutoZone, Inc. (a)(d)

955,400

93,094

Big 5 Sporting Goods Corp.

240,900

6,661

BMTC Group, Inc. Class A (sub. vtg.)

3,200,000

34,239

Bricorama SA

30,000

1,746

Brookstone Co., Inc. (a)

720,112

14,215

Camaieu SA

10,000

1,261

Charlotte Russe Holding, Inc. (a)(e)

1,917,500

28,168

Claire's Stores, Inc.

438,600

11,145

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Clas Ohlson AB (B Shares)

40,000

$ 762

Clinton Cards PLC (e)

10,400,000

14,074

DSW, Inc. Class A

40,800

1,081

Electronics Boutique Holding Corp. (a)

169,500

10,960

Finlay Enterprises, Inc. (a)(e)

988,722

12,656

Footstar, Inc. (a)(e)

2,016,000

12,802

French Connection Group PLC (e)

5,700,000

25,646

Friedmans, Inc. Class A (a)(e)

2,007,700

1,867

Genesco, Inc. (a)(e)

2,164,300

80,663

Glentel, Inc. (a)

90,200

534

Group 1 Automotive, Inc. (a)(e)

2,014,800

58,510

Hot Topic, Inc. (a)(e)

3,300,000

56,232

JB Hi-Fi Ltd. (d)

100,000

257

JJB Sports PLC

5,350,000

18,430

John David Group PLC

1,400,000

5,475

Keiiyu Co. Ltd.

100,000

1,190

Komplett ASA (e)

994,950

8,585

La Senza Corp. (sub. vtg.)

161,800

2,432

Le Chateau, Inc. Class A (sub. vtg.)

332,300

12,960

Lithia Motors, Inc. Class A (sub. vtg.)

1,229,000

38,283

Matalan PLC

8,000,000

28,859

Monro Muffler Brake, Inc. (e)

809,013

23,380

Monsoon PLC (a)

4,209,100

30,035

Mothers Work, Inc. (a)(e)

521,042

6,675

Mr. Bricolage SA

347,261

6,518

Nishimatsuya Chain Co. Ltd.

65,000

1,682

OrotonGroup Ltd.

600,000

972

Osim International Ltd.

8,650,600

6,341

Ottakar's PLC

600,000

2,779

Pacific Sunwear of California, Inc. (a)(e)

7,549,800

184,140

Payless ShoeSource, Inc. (a)

366,500

7,117

Peacock Group PLC (e)

6,900,005

31,834

Pier 1 Imports, Inc.

1,250,000

17,775

Pomeroy IT Solutions, Inc. (a)(e)

1,290,645

16,662

Reg Vardy PLC

850,000

8,366

Rex Stores Corp. (a)(e)

1,400,000

21,756

RONA, Inc. (a)

200,000

3,978

Ross Stores, Inc.

7,250,000

192,125

ScS Upholstery PLC (e)

2,413,000

13,910

Signet Group PLC sponsored ADR

661,400

13,651

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Sincere Watch Ltd.

1,540,000

$ 777

Sonic Automotive, Inc. Class A (sub. vtg.)

2,928,000

68,222

TBC Corp. New (a)

353,418

10,026

The Cato Corp. Class A (sub. vtg.) (e)

1,999,966

42,319

The Children's Place Retail Stores, Inc. (a)

750,000

34,275

TJX Companies, Inc.

4,297,000

101,022

Topps Tiles PLC

3,975,000

13,990

Volcom, Inc.

18,200

613

Wilsons Leather Experts, Inc. (a)(e)

2,051,412

14,216

1,459,115

Textiles, Apparel & Luxury Goods - 2.8%

Adolfo Dominguez SA

40,000

1,222

Bijou Brigitte Modische Accessoires AG (d)

30,000

6,189

Billabong International Ltd.

1,000,000

10,773

Cherokee, Inc. (e)

688,800

24,583

Danier Leather, Inc. (sub. vtg.)

415,200

3,649

Delta Apparel, Inc. (e)

808,000

11,150

Fab Industries, Inc. (a)(e)

521,100

1,641

Folli Follie SA

630,000

19,861

Fossil, Inc. (a)(e)

7,114,000

169,242

Gildan Activewear, Inc. Class A (sub. vtg.) (a)(e)

5,175,000

151,835

Hampshire Group Ltd. (a)(e)

944,600

21,301

Handsome Co. Ltd.

1,491,230

15,301

JLM Couture, Inc. (a)(e)

197,100

542

Jones Apparel Group, Inc.

2,650,000

81,011

Kenneth Cole Productions, Inc. Class A (sub. vtg.)

1,204,100

35,846

Liz Claiborne, Inc.

2,599,200

108,153

Marimekko Oyj

200,000

3,637

Movado Group, Inc.

700,000

13,524

Perry Ellis International, Inc. (a)

369,536

8,884

Polo Ralph Lauren Corp. Class A

850,000

41,854

Quiksilver, Inc. (a)(e)

9,000,000

151,110

Steven Madden Ltd. (a)(e)

1,310,600

29,292

Tandy Brands Accessories, Inc.

225,988

2,599

Ted Baker PLC

350,000

3,045

Tommy Hilfiger Corp. (a)(e)

8,489,300

113,077

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - continued

Van de Velde

30,000

$ 5,074

Workman Co. Ltd.

5,000

115

1,034,510

TOTAL CONSUMER DISCRETIONARY

8,703,664

CONSUMER STAPLES - 8.0%

Beverages - 1.6%

Baron de Ley SA (a)

200,000

9,278

Belhaven Group PLC (e)

2,315,997

21,696

C&C Group PLC

3,750,000

18,278

Constellation Brands, Inc. Class A (sub. vtg.) (a)

13,000,000

356,200

Hansen Natural Corp. (a)(d)(e)

852,675

78,787

National Beverage Corp. (a)

190,800

1,574

Pepsi Bottling Group, Inc.

3,300,000

96,228

582,041

Food & Staples Retailing - 4.2%

BJ's Wholesale Club, Inc. (a)(e)

7,006,000

223,421

Central European Distribution Corp. (a)(d)

370,800

13,842

CVS Corp.

10,601,000

328,949

Fresh Brands, Inc. (a)(e)

510,700

3,856

Green Cross Coa Co. Ltd.

25,000

945

Jean Coutu Group, Inc. Class A (sub. vtg.)

2,000,000

29,893

Majestic Wine PLC

32,316

153

Metro, Inc. Class A (sub. vtg.) (e)

9,687,700

245,209

Ministop Co. Ltd.

200,000

3,637

Ozeki Co. Ltd.

540,000

13,879

President Chain Store Corp.

4,000,600

7,908

Safeway, Inc. (e)

27,000,000

656,100

Shoei Foods Corp.

300,000

2,073

Sligro Food Group NV

675,000

26,640

Sundrug Co. Ltd.

450,000

18,849

Tsuruha Co. Ltd.

55,000

1,844

Village Super Market, Inc. Class A

55,678

3,076

Yaoko Co. Ltd.

86,000

1,686

1,581,960

Food Products - 1.4%

American Italian Pasta Co. Class A (d)(e)

1,542,300

32,465

Barry Callebaut AG

8,000

2,099

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Food Products - continued

Cagle's, Inc. Class A (a)(e)

474,000

$ 5,688

Dean Foods Co. (a)

600,000

21,420

Diamond Foods, Inc.

41,500

919

Food Empire Holdings Ltd.

2,000,000

433

Fresh Del Monte Produce, Inc. (e)

5,397,900

142,019

Gaban Co. Ltd.

27,000

205

Greggs PLC

182,000

14,714

IAWS Group PLC (Ireland)

4,250,000

61,941

Industrias Bachoco SA de CV sponsored ADR

2,515,000

49,520

Interstate Bakeries Corp. (a)(e)

2,848,716

27,633

Kerry Group PLC Class A

1,300,000

32,471

Monterey Gourmet Foods, Inc. (a)(e)

1,408,700

5,071

People's Food Holdings Ltd.

11,000,000

6,114

Richmond Foods PLC

175,000

1,890

Robert Wiseman Dairies PLC

189,709

860

Samyang Genex Co. Ltd.

129,540

7,798

Saputo, Inc. (d)

2,775,000

88,349

Select Harvests Ltd.

100,318

753

Singapore Food Industries Ltd.

3,750,000

2,524

Sunjin Co. Ltd. (e)

219,400

6,968

TreeHouse Foods, Inc. (a)

120,000

3,670

United Food Holdings Ltd.

22,400,000

3,567

Want Want Holdings Ltd.

15,000,000

17,700

Yonkyu Co. Ltd.

10,000

116

536,907

Personal Products - 0.3%

CCA Industries, Inc.

58,500

557

DSG International Ltd. (a)(e)

446,800

2,234

Inter Parfums, Inc. (d)

516,272

10,214

Nature's Sunshine Products, Inc.

432,641

8,631

NBTY, Inc. (a)

3,124,100

75,603

Sarantis SA (Reg.)

90,000

720

97,959

Tobacco - 0.5%

Alliance One International, Inc. (d)(e)

6,500,000

39,390

Loews Corp. - Carolina Group

4,100,000

159,613

199,003

TOTAL CONSUMER STAPLES

2,997,870

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - 7.9%

Energy Equipment & Services - 2.1%

AKITA Drilling Ltd. Class A (non-vtg.)

1,777,000

$ 24,238

Bolt Technology Corp. (a)(e)

541,200

4,303

Calfrac Well Services Ltd.

200,000

6,142

CCS Income Trust (d)

2,000,000

52,273

CHC Helicopter Corp. Class A (sub. vtg.)

2,356,900

49,858

Collicutt Energy Services Ltd. (a)

140,400

264

Enerflex Systems Ltd.

525,000

11,170

Ensign Energy Services, Inc.

2,000,000

51,701

Farstad Shipping ASA (a)(e)

2,500,000

33,128

Fugro NV (Certificaten Van Aandelen) unit

2,800,000

75,844

Gulf Island Fabrication, Inc. (e)

968,245

21,389

Lufkin Industries, Inc. (e)

950,024

45,886

Maverick Tube Corp. (a)

400,000

13,268

NQL Drilling Tools, Inc. Class A (a)(e)

2,754,940

10,126

Offshore Logistics, Inc. (a)(e)

2,160,000

77,760

Oil States International, Inc. (a)(e)

4,150,000

122,757

Pason Systems, Inc. (e)

2,500,000

49,210

Petroleum Helicopters, Inc. (a)(e)

283,600

7,796

Petroleum Helicopters, Inc. (non-vtg.) (a)

279,185

7,563

ProSafe ASA (e)

2,175,000

77,080

Saipem Spa

150,000

2,232

Savanna Energy Services Corp. (a)

10,000

181

Solstad Offshore ASA

1,310,300

17,363

Superior Well Services, Inc.

116,600

2,136

Total Energy Services Trust

2,748,000

26,260

Wenzel Downhole Tools Ltd. (a)

896,400

488

790,416

Oil, Gas & Consumable Fuels - 5.8%

Adams Resources & Energy, Inc. (e)

421,800

8,837

Alberta Clipper Energy, Inc. (a)

108,322

416

AO Tatneft sponsored ADR (d)

544,400

21,939

Atlas America, Inc. (a)

450,000

18,860

Beach Petroleum Ltd. warrants 6/30/06 (a)

250,578

47

Castle Energy Corp. (e)

1,167,000

17,668

Chesapeake Energy Corp.

4,000,000

104,440

China Petroleum & Chemical Corp. (H Shares)

9,000,000

3,907

Cimarex Energy Co. (a)

288,425

12,097

CNPC (Hong Kong) Ltd.

27,000,000

5,071

Det Norske Oljeselskap ASA (DNO) (A Shares)

5,966,688

23,719

Edge Petroleum Corp. (a)

110,000

1,929

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Ember Resources, Inc. (a)

119,422

$ 693

Encore Acquisition Co. (a)

1,100,000

34,694

ENI Spa

2,250,000

63,630

Euronav NV

500,000

16,672

Frontline Ltd. (d)

205,000

8,781

General Maritime Corp.

500,000

19,495

Giant Industries, Inc. (a)

100,000

3,922

Hankook Shell Oil Co. Ltd. (e)

77,730

4,178

Harvest Natural Resources, Inc. (a)(e)

2,149,100

19,621

Holly Corp.

799,200

37,419

Husky Energy, Inc.

400,000

17,276

KCS Energy, Inc. (a)(e)

4,450,000

87,398

Mariner Energy, Inc. (f)

1,439,700

22,315

Michang Oil Industrial Co. Ltd. (e)

173,900

3,263

National Energy Group, Inc. (a)

548,313

1,689

Nissin Shoji Co. Ltd.

250,000

1,959

Oil Search Ltd.

28,000,463

71,224

Panhandle Royalty Co. Class A

144,900

4,063

Pe Ben Oilfield Services Ltd. (a)(e)

336,150

2,471

PetroKazakhstan, Inc. (f)

745,900

31,527

PetroKazakhstan, Inc. Class A

2,100,000

88,761

Petroleo Brasileiro SA Petrobras sponsored ADR (a)

10,000,000

525,700

Petroleum Development Corp. (a)(e)

1,325,000

49,608

Petsec Energy Ltd. (a)

400,000

363

Repsol YPF SA sponsored ADR

1,500,000

41,805

Resource America, Inc. Class A

20,000

362

Ship Finance International Ltd. (NY Shares)

629,133

11,828

Statoil ASA sponsored ADR (d)

1,250,000

27,138

Swift Energy Co. (a)(e)

1,550,000

63,209

Tap Oil Nl (a)(e)

9,100,000

19,152

Teekay Shipping Corp. (e)

4,150,000

190,942

Tesoro Corp.

2,600,200

125,382

Thunder Energy Trust

162,500

1,646

Top Tankers, Inc.

589,200

9,038

Tsakos Energy Navigation Ltd.

370,000

14,319

UK Coal PLC (e)

10,200,000

24,739

USEC, Inc. (e)

8,462,400

132,775

Vintage Petroleum, Inc.

2,000,000

70,260

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

W&T Offshore, Inc.

1,500,000

$ 41,835

World Fuel Services Corp. (e)

2,270,012

55,729

2,165,811

TOTAL ENERGY

2,956,227

FINANCIALS - 13.4%

Capital Markets - 0.2%

Binck NV

250,000

1,243

Investors Financial Services Corp.

1,731,866

59,611

MFC Bancorp Ltd. (a)(e)

763,800

14,199

Norvestia Oyj (B Shares)

675,000

5,598

Van der Moolen Holding NV sponsored ADR

1,000,800

4,984

85,635

Commercial Banks - 3.2%

Anglo Irish Bank Corp. PLC

15,057,287

202,652

Bank of the Ozarks, Inc. (e)

1,500,000

50,205

BOK Financial Corp.

1,253,000

60,996

Cascade Bancorp

399,978

9,191

Cascade Financial Corp.

73,401

1,296

Cathay General Bancorp (e)

2,577,500

91,604

City National Corp.

700,300

51,171

Epic Bancorp

12,063

207

First Bancorp, Puerto Rico (e)

7,930,000

194,444

First National Lincoln Corp., Maine

23,491

423

Great Southern Bancorp, Inc.

396,188

12,900

Hanmi Financial Corp.

1,794,752

34,100

Helgeland Sparebank (a)

34,789

938

International Bancshares Corp.

1,786,890

54,018

London Scottish Bank PLC

3,000,000

4,653

Merrill Merchants Bancshares, Inc.

93,501

2,197

Nara Bancorp, Inc.

62,000

963

Northern Empire Bancshares

60,495

1,750

Northrim Bancorp, Inc.

69,805

1,687

OKO Bank (A Shares)

2,000,000

33,805

Old Second Bancorp, Inc.

154,673

4,897

Oriental Financial Group, Inc.

1,225,776

19,551

OTP Bank Rt.

125,000

4,702

OTP Bank Rt. unit

200,000

15,180

Popular, Inc.

5,349,000

138,004

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Commercial Banks - continued

Prosperity Bancshares, Inc.

599,980

$ 18,479

Ringerikes Sparebank (e)

49,950

1,324

Ringkjoebing Bank (Reg.)

80,000

8,582

S.Y. Bancorp, Inc. (e)

791,100

18,986

Smithtown Bancorp, Inc. (d)

142,791

3,754

Southwest Bancorp, Inc., Oklahoma (e)

1,200,022

27,541

Sparebanken More (primary capital certificate) (d)

80,000

3,797

Sparebanken Rogaland (primary capital certificate) (d)

290,000

10,009

Sterling Bancorp, New York (e)

1,799,992

40,500

Sydbank AS (d)

1,649,960

39,824

Texas Regional Bancshares, Inc. Class A

661,500

19,620

UCBH Holdings, Inc.

100,000

1,827

Western Alliance Bancorp.

114,300

3,532

1,189,309

Consumer Finance - 1.8%

ACE Cash Express, Inc. (a)(e)

1,344,400

31,634

Aeon Credit Service (Asia) Co. Ltd.

15,250,000

10,103

Cattles PLC (e)

21,200,000

110,942

JCG Holdings Ltd.

20,890,000

22,036

MBNA Corp.

20,169,600

507,467

Nicholas Financial, Inc.

459,150

5,014

687,196

Diversified Financial Services - 0.0%

Daiko Clearing Services Co. Ltd.

100,000

809

Newship Ltd. (e)

2,500

662

1,471

Insurance - 5.0%

Arthur J. Gallagher & Co.

500,000

13,945

Assurant, Inc.

4,000,000

147,800

Axis Capital Holdings Ltd.

5,000,000

144,000

Direct General Corp. (e)

2,116,300

39,448

Endurance Specialty Holdings Ltd.

907,700

35,400

Fidelity National Financial, Inc.

1,310,000

51,614

Financial Industries Corp. (a)(e)

1,302,480

9,964

Genworth Financial, Inc. Class A (non-vtg.)

7,500,000

235,200

Hilb Rogal & Hobbs Co.

600,000

20,334

IPC Holdings Ltd. (e)

3,500,000

141,575

Montpelier Re Holdings Ltd.

600,000

21,552

National Interstate Corp.

228,300

4,536

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Insurance - continued

National Western Life Insurance Co. Class A (a)(e)

241,927

$ 49,595

Nationwide Financial Services, Inc. Class A (sub. vtg.)

4,000,000

158,320

Philadelphia Consolidated Holdings Corp. (a)(e)

1,150,000

95,473

Protective Life Corp.

2,146,600

93,506

PXRE Group Ltd. (e)

1,779,600

45,380

RenaissanceRe Holdings Ltd.

3,362,957

151,131

Specialty Underwriters' Alliance, Inc.

111,500

1,117

UICI

1,600,000

49,360

Universal American Financial Corp. (a)

575,000

14,157

UnumProvident Corp. (e)

17,000,000

325,550

UnumProvident Corp. unit

720,000

22,342

1,871,299

Real Estate - 0.3%

Apartment Investment & Management Co. Class A

825,000

36,300

Central Equity Ltd.

25,000

42

Equity Residential (SBI)

350,000

14,140

Sjaelso Gruppen AS

25,000

4,880

Tejon Ranch Co. (a)(e)

980,300

60,161

United Mobile Homes, Inc.

193,000

2,999

VastNed Offices/Industrial NV

75,000

2,024

120,546

Thrifts & Mortgage Finance - 2.9%

Coastal Financial Corp.

319,974

4,700

Commercial Capital Bancorp, Inc.

1,350,603

26,796

Doral Financial Corp. (e)

7,300,000

112,639

Farmer Mac Class C (non-vtg.)

284,500

7,243

First Mutual Bancshares, Inc. (e)

526,287

13,762

Flushing Financial Corp.

181,600

3,440

Fremont General Corp. (e)

5,475,000

133,809

Harbor Florida Bancshares, Inc.

703,173

26,988

HMN Financial, Inc.

42,200

1,334

Home Capital Group, Inc.

834,400

27,253

Hudson City Bancorp, Inc.

1,000,000

11,830

Kensington Group PLC

400,000

4,464

North Central Bancshares, Inc. (e)

153,800

5,861

Northern Rock PLC

7,000,000

100,268

Paragon Group of Companies PLC

2,100,000

17,522

R&G Financial Corp. Class B

1,050,000

16,590

Radian Group, Inc.

2,300,000

118,634

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Severn Bancorp, Inc.

211,849

$ 4,025

The PMI Group, Inc. (e)

8,925,000

365,479

W Holding Co., Inc. (e)

8,805,900

94,135

Washington Savings Bank Fsb (e)

462,150

4,571

1,101,343

TOTAL FINANCIALS

5,056,799

HEALTH CARE - 10.9%

Biotechnology - 0.1%

Albany Molecular Research, Inc. (a)(e)

2,000,000

31,040

Embrex, Inc. (a)(e)

540,500

6,118

Vital BioTech Holdings Ltd.

5,000,000

156

37,314

Health Care Equipment & Supplies - 1.7%

Biomet, Inc.

100,000

3,813

Cantel Medical Corp. (a)(e)

1,171,050

20,505

Cardiodynamics International Corp. (a)

50,000

91

Cochlear Ltd.

500,000

15,304

Compex Technologies, Inc. (a)

40,000

180

Cooper Companies, Inc. (e)

2,500,012

171,751

Escalon Medical Corp. (a)(d)(e)

585,100

4,698

Exactech, Inc. (a)(e)

986,800

14,999

Golden Meditech Co. Ltd.

12,384,000

2,087

Huntleigh Technology PLC

75,000

490

ICU Medical, Inc. (a)

550,026

18,162

Invacare Corp. (e)

1,635,900

68,953

Japan Medical Dynamic Marketing, Inc. (d)

100,000

1,089

Kensey Nash Corp. (a)(d)

505,300

16,281

Lifecore Biomedical, Inc. (a)

100,100

1,351

Medical Action Industries, Inc. (a)(e)

1,025,500

19,392

Mentor Corp.

1,000,000

49,750

Merit Medical Systems, Inc. (a)(e)

2,000,000

34,460

Moulin Global Eyecare Hlds Ltd.

5,000,167

0

Nakanishi, Inc.

250,000

24,456

National Dentex Corp. (a)(e)

404,199

7,858

Nutraceutical International Corp. (a)

15,715

223

Orthofix International NV (a)(e)

1,413,200

63,947

Osteotech, Inc. (a)(e)

1,026,800

4,549

Pihsiang Machinery Manufacturing Co.

193,500

389

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

PolyMedica Corp.

624,275

$ 21,925

Theragenics Corp. (a)(e)

2,966,000

10,470

Utah Medical Products, Inc. (d)(e)

473,300

10,772

Waters Corp. (a)

100,000

4,528

Young Innovations, Inc. (e)

684,071

24,586

617,059

Health Care Providers & Services - 7.8%

American HomePatient, Inc. (a)(e)

1,735,000

4,043

AMERIGROUP Corp. (a)

1,850,000

64,103

AmSurg Corp. (a)(e)

1,638,412

45,892

Apria Healthcare Group, Inc. (a)

1,700,000

57,341

Bio-Reference Laboratories, Inc. (a)

589,300

8,339

CML Healthcare Income Fund

3,234,400

38,675

Community Health Systems, Inc. (a)

2,000,000

77,220

Corvel Corp. (a)(e)

1,001,195

26,892

Coventry Health Care, Inc. (a)

1,000,000

70,730

DaVita, Inc. (a)

1,687,300

79,708

Grupo Casa Saba SA de CV sponsored ADR

192,400

3,042

Health Management Associates, Inc. Class A (e)

24,400,000

580,720

Health Net, Inc. (a)

696,400

27,020

Hokuyaku, Inc.

350,000

2,848

Horizon Health Corp. (a)(e)

1,200,000

31,224

ICON PLC sponsored ADR (a)

915,000

35,822

LifePoint Hospitals, Inc. (a)

1,200,040

56,114

Lincare Holdings, Inc. (a)(e)

9,431,423

380,464

Medco Health Solutions, Inc. (a)

2,800,000

135,632

Molina Healthcare, Inc. (a)

800,000

19,152

National Healthcare Corp. (e)

976,500

33,250

Odyssey Healthcare, Inc. (a)(e)

2,652,100

38,959

Omnicare, Inc.

2,000,000

92,200

OPG Groep NV (A Shares) (Certificaten Van Aandelen) unit

63,000

4,889

Option Care, Inc. (d)(e)

1,600,000

22,432

PacifiCare Health Systems, Inc. (a)(e)

6,200,000

472,440

Per-Se Technologies, Inc. (a)

485,900

11,210

PRA International

48,400

1,462

Priority Healthcare Corp. Class B (a)

251,200

6,905

RehabCare Group, Inc. (a)(e)

1,000,000

23,300

Renal Care Group, Inc. (a)(e)

7,350,000

345,083

ResCare, Inc. (a)

1,000,024

14,830

Rhoen-Klinikum AG (d)

125,000

9,018

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

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

288,400

$ 5,266

United Drug PLC:

(Ireland)

2,692,660

11,264

(United Kingdom)

896,677

3,735

Universal Health Services, Inc. Class B

2,000,000

104,080

WebMD Corp. (a)

70,000

743

2,946,047

Pharmaceuticals - 1.3%

Dong-A Pharmaceutical Co. Ltd. (e)

600,000

25,506

Far East Pharmaceutical Technology Co. Ltd. (a)

13,000,000

114

Fornix Biosciences NV

90,000

2,559

Il Dong Pharmaceutical Co. Ltd. (e)

209,910

6,503

KV Pharmaceutical Co. Class A (a)

602,000

9,578

Merck & Co., Inc.

7,000,000

217,420

Nichi-iko Pharmaceutical Co. Ltd. (a)(d)

333,000

3,059

Pfizer, Inc.

8,500,000

225,250

Tong Ren Tang Technologies Co. Ltd. (H Shares)

400,000

741

Torii Pharmaceutical Co. Ltd.

107,600

2,234

Whanin Pharmaceutical Co. Ltd.

280,000

3,283

496,247

TOTAL HEALTH CARE

4,096,667

INDUSTRIALS - 8.8%

Aerospace & Defense - 0.7%

AAR Corp. (a)

1,300,000

23,361

Astronics Corp. (a)(e)

749,143

7,716

CAE, Inc. (e)

16,650,100

95,194

Cobham PLC

8,500,000

21,475

Ducommun, Inc. (a)(e)

1,005,600

22,143

Magellan Aerospace Corp. (a)

1,350,000

3,374

Moog, Inc. Class A (a)

1,500,000

47,355

Pemco Aviation Group, Inc. (a)(e)

245,280

6,439

The Allied Defense Group, Inc. (a)(e)

466,088

11,428

Triumph Group, Inc. (a)

522,000

21,063

259,548

Air Freight & Logistics - 0.0%

AirNet Systems, Inc. (a)

342,600

1,394

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Air Freight & Logistics - continued

Baltrans Holdings Ltd.

6,000,000

$ 2,470

Frans Maas Groep NV (Certificaten Van Aandelen) unit

285,000

9,157

13,021

Airlines - 0.3%

America West Holding Corp. Class B (a)(d)

700,027

5,950

ExpressJet Holdings, Inc. Class A (a)(e)

5,124,206

53,036

MAIR Holdings, Inc. (a)(e)

2,000,026

18,080

Midwest Air Group, Inc. (a)

1,000,000

2,900

Pinnacle Airlines Corp. (a)(d)

255,583

2,635

Republic Airways Holdings, Inc. (a)

450,000

6,120

Ryanair Holdings PLC sponsored ADR (a)

450,000

21,065

109,786

Building Products - 1.3%

Aaon, Inc. (a)

451,338

8,666

American Woodmark Corp.

422,601

14,880

Ameron International Corp.

220,700

8,431

Beltecno Corp.

125,000

467

Chosun Refractories Co.

118,000

3,356

Dynasty Ceramic PCL (For. Reg.)

500,000

199

Insteel Industries, Inc. (d)(e)

864,998

11,954

Kingspan Group PLC (Ireland)

4,500,000

58,709

Kondotec, Inc.

275,000

2,316

Maezawa Kasei Industries Co. Ltd.

269,900

4,849

NCI Building Systems, Inc. (a)(e)

2,010,000

77,626

Patrick Industries, Inc. (a)(e)

273,280

2,596

Permasteelisa Spa

425,000

6,700

Quixote Corp. (e)

450,027

9,149

Royal Group Technologies Ltd. (sub. vtg.) (a)

6,375,800

63,167

Simpson Manufacturing Co. Ltd.

150,000

5,748

Toami Corp.

207,000

3,304

Universal Forest Products, Inc.

140,004

6,993

USG Corp. (a)(d)(e)

4,302,800

210,407

499,517

Commercial Services & Supplies - 0.4%

AJIS Co. Ltd.

28,100

545

Compudyne Corp. (a)(d)(e)

480,986

3,670

GFK AG

60,000

2,365

Mitie Group PLC

5,570,800

16,375

Navigant Consulting, Inc. (a)

380,000

7,600

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

New Horizons Worldwide, Inc. (a)

452,200

$ 1,560

Nippon Filing Co. Ltd.

100,000

373

On Assignment, Inc. (a)(e)

2,074,771

11,204

Penna Consulting PLC (a)

395,000

823

PHS Group PLC

278,000

559

RCM Technologies, Inc. (a)(e)

1,135,063

4,949

Refac (a)

75,900

464

RemedyTemp, Inc. Class A (a)(e)

854,600

7,384

Roto Smeets de Boer NV (e)

267,800

17,209

SOURCECORP, Inc. (a)

726,400

15,974

Spherion Corp. (a)

2,644,700

20,893

Tanabe Management Consulting Co.

35,500

278

Transcontinental, Inc. Class A

546,900

12,020

Wesco, Inc.

300,000

1,195

Wyndeham Press Group PLC (e)

4,000,000

7,979

133,419

Construction & Engineering - 2.4%

Abengoa SA

400,000

5,190

Actividades de Construccion y Servicios SA (ACS)

2,750,000

79,525

Aoki Marine Co. Ltd.

126,000

403

Arcadis NV (d)

415,000

9,998

Chodai Co. Ltd.

124,000

601

Dongyang Express & Construction Corp.

10,650

374

EMCOR Group, Inc. (a)(e)

1,199,972

61,799

Heijmans NV (e)

2,075,000

100,990

Hibiya Engineering Ltd.

1,400,000

13,247

Imtech NV

650,000

23,565

Jacobs Engineering Group, Inc. (a)

2,300,000

135,424

Japan Engineering Consultants Co. Ltd. (d)

300,000

1,427

Japan Steel Tower Co. Ltd.

400,000

1,914

Kaneshita Construction Co. Ltd.

815,000

6,523

Kawasaki Setsubi Kogyo Co. Ltd.

165,000

321

Keller Group PLC

150,000

840

Kier Group PLC

500,000

8,085

Komai Tekko, Inc.

100,000

291

Koninklijke BAM Groep NV (e)

1,250,000

88,816

Kyeryong Construction Industrial Co. Ltd.

215,000

5,421

Matsui Construction Co. Ltd. (d)

440,000

1,980

Matsuo Bridge Co. Ltd. (a)

400,000

754

Sanyo Engineering & Construction, Inc.

1,000,000

6,136

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Construction & Engineering - continued

Shaw Group, Inc. (a)(e)

5,900,000

$ 112,808

Shinsegae Engineering & Construction Co. Ltd. (e)

305,720

7,723

ShoLodge, Inc. (a)(e)

428,300

1,606

Stantec, Inc. (a)(e)

1,893,300

50,257

Tae Young Corp.

10,000

386

Takada Kiko Co. Ltd.

675,000

4,406

Takigami Steel Construction Co. Ltd.

300,000

1,868

Technical Olympic SA (Reg.)

3,000,000

20,006

URS Corp. (a)(e)

3,786,900

141,819

Yokogawa Bridge Corp.

875,000

4,739

Yokogawa Construction Co. Ltd.

300,000

1,137

Yurtec Corp.

1,150,000

6,648

907,027

Electrical Equipment - 1.1%

Acbel Polytech, Inc.

550,000

393

Acuity Brands, Inc.

1,800,000

52,524

Aichi Electric Co. Ltd.

900,000

1,945

AZZ, Inc. (a)(e)

539,100

9,704

BYD Co. Ltd. (H Shares)

2,000,000

4,116

C&D Technologies, Inc. (e)

2,530,000

25,477

Channell Commercial Corp. (a)

330,789

2,514

Chase Corp. (e)

404,700

5,585

Deswell Industries, Inc. (e)

999,953

15,579

Draka Holding NV (a)(d)(e)

3,332,396

41,617

General Cable Corp. (a)(e)

3,800,000

63,080

Genlyte Group, Inc. (a)(e)

2,650,000

136,157

Koito Industries Ltd.

800,000

3,486

Korea Electric Terminal Co. Ltd. (e)

610,000

8,167

Nexans SA

425,000

18,912

Power Logics Co. Ltd.

525,000

6,824

TB Wood's Corp. (e)

517,900

2,677

Volex Group PLC (a)

631,578

1,388

400,145

Industrial Conglomerates - 0.7%

Aalberts Industries NV

143,414

7,681

DCC PLC (Ireland) (e)

8,362,200

184,736

Mega First Corp. BHD

713,000

154

Teleflex, Inc.

875,000

58,039

250,610

Common Stocks - continued

Shares

Value (Note1)
(000s)

INDUSTRIALS - continued

Machinery - 1.2%

Ampco-Pittsburgh Corp.

92,800

$ 1,298

Cascade Corp. (e)

1,208,100

53,350

China Fire Safety Enterprise Group Holdings Ltd.

1,000,000

89

Collins Industries, Inc.

231,400

1,365

Columbus McKinnon Corp. (NY Shares) (a)(e)

1,493,977

22,499

Denyo Co. Ltd.

170,400

1,393

Domnick Hunter Group PLC

625,500

5,750

First Engineering Ltd.

2,800,000

2,322

FKI PLC

3,500,000

6,444

Foremost Industries Income Fund

1,500,000

15,927

Gardner Denver, Inc. (a)

581,625

23,905

Gehl Co. (a)(e)

583,000

28,742

Hardinge, Inc. (e)

884,287

13,530

JLG Industries, Inc.

421,600

13,213

Krones AG

10,000

1,085

Met-Pro Corp.

262,266

3,858

NACCO Industries, Inc. Class A

300,000

34,680

Pfeiffer Vacuum Technology AG sponsored ADR (d)

100,000

4,863

Quipp, Inc. (a)(e)

141,500

1,869

Samyoung Corp.

170,000

3,206

Seksun Corp. Ltd. (e)

28,500,000

6,936

Supreme Industries, Inc. Class A

409,550

3,432

The Weir Group PLC

825,000

4,981

Trifast PLC (e)

7,142,858

8,976

Trinity Industries, Inc. (d)(e)

4,000,000

148,200

Twin Disc, Inc. (e)

285,900

6,659

Velan, Inc. (sub. vtg.)

421,900

4,500

Wolverine Tube, Inc. (a)(e)

1,476,481

9,760

432,832

Marine - 0.0%

Chuan Hup Holdings Ltd.

2,700,000

1,371

Compagnie Maritime Belge SA (CMB)

400,000

11,883

Ocean Wilsons Holdings Ltd.

450,000

2,491

Tokyo Kisen Co. Ltd. (e)

600,000

3,687

19,432

Road & Rail - 0.4%

Daiwa Logistics Co. Ltd.

375,000

3,438

Dongyang Express Bus Corp. (a)

4,350

64

DSV de Sammensluttede Vognmaend AS

25,000

2,361

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Road & Rail - continued

Hutech Norin Co. Ltd.

140,000

$ 1,184

Japan Logistic Systems Corp.

300,000

1,011

Marten Transport Ltd. (a)

599,992

15,009

Overnite Corp. (e)

1,766,601

76,158

P.A.M. Transportation Services, Inc. (a)(e)

1,113,725

18,332

Sakai Moving Service Co. Ltd. (a)

227,700

4,028

Trancom Co. Ltd.

300,000

6,470

U.S. Xpress Enterprises, Inc. Class A (a)

120,000

1,577

Universal Truckload Services, Inc.

195,985

3,577

133,209

Trading Companies & Distributors - 0.3%

BlueLinx Corp.

300,000

2,907

Brammer PLC

2,249,960

6,327

Fujitsu Devices, Inc.

65,000

827

Grafton Group PLC Class A unit

4,475,017

50,787

Nishio Rent All Co. Ltd.

408,000

5,007

Richelieu Hardware Ltd.

845,200

16,016

SIG PLC

1,350,000

15,600

UAP Holding Corp.

500,000

9,700

Uehara Sei Shoji Co. Ltd. (e)

1,250,000

7,726

Wakita & Co. Ltd.

703,000

6,565

121,462

Transportation Infrastructure - 0.0%

Hoan Kogyo Co. Ltd.

133,000

360

Isewan Terminal Service Co. Ltd.

832,000

4,440

Meiko Transportation Co. Ltd.

500,000

4,647

Sea Containers Ltd. Class A

400,000

6,180

Vopak NV

130,000

3,482

19,109

TOTAL INDUSTRIALS

3,299,117

INFORMATION TECHNOLOGY - 9.7%

Communications Equipment - 1.2%

Aastra Technologies Ltd. (a)(e)

1,612,760

36,685

Applied Innovation, Inc. (a)(e)

863,780

4,068

Bel Fuse, Inc.:

Class A

408,563

11,215

Class B

47,300

1,555

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Belden CDT, Inc.

1,945,000

$ 43,179

Black Box Corp. (e)

1,981,025

86,769

Blonder Tongue Laboratories, Inc. (a)(e)

459,500

1,172

ClearOne Communications, Inc. (a)(e)

812,165

3,370

Comba Telecom Systems Holdings Ltd.

2,950,000

1,044

Communications Systems, Inc. (e)

544,781

5,568

Ditech Communications Corp. (a)

635,000

5,137

ECI Telecom Ltd. (a)(e)

5,500,000

44,605

ECtel Ltd. (a)(e)

2,030,414

8,528

Gemtek Technology Corp.

650,649

1,180

Intracom SA (Reg.) (e)

6,850,000

35,880

Nera Telecommunications Ltd.

9,000,000

2,217

NETGEAR, Inc. (a)

500,000

10,355

Nokia Corp. sponsored ADR

200,000

3,190

Optical Cable Corp. (a)(e)

579,700

3,878

Optical Communication Products, Inc. (a)

737,766

1,409

Performance Technologies, Inc. (a)(e)

1,286,600

8,054

Sunrise Telecom, Inc.

340,355

766

Tollgrade Communications, Inc. (a)(e)

728,900

7,223

Twentsche Kabel Holding NV unit

806,000

36,403

UTStarcom, Inc. (a)(d)(e)

8,273,850

72,975

436,425

Computers & Peripherals - 0.9%

Adaptec, Inc. (a)

3,894,209

14,993

ASUSTeK Computer, Inc.

1,210,000

3,364

Chicony Electronics Co. Ltd.

2,000,000

1,870

Creative Technology Ltd.:

(Nasdaq)

40,000

296

(Singapore)

350,000

2,608

Datapulse Technology Ltd.

3,550,000

363

Dataram Corp. (e)

858,800

5,848

Electronics for Imaging, Inc. (a)(e)

4,170,625

87,875

High Tech Computer Corp.

90,000

1,303

InFocus Corp. (a)(e)

3,962,700

14,186

Logitech International SA sponsored ADR (a)

2,825,000

110,062

Neoware Systems, Inc. (a)

407,427

4,482

Overland Storage, Inc. (a)(e)

1,120,970

11,636

QLogic Corp. (a)

630,000

19,562

Qualstar Corp. (a)(e)

1,260,803

4,501

SBS Technologies, Inc. (a)(e)

1,334,200

13,329

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

TPV Technology Ltd.

28,000,000

$ 18,370

Unisteel Technology Ltd.

10,000,000

11,176

325,824

Electronic Equipment & Instruments - 2.9%

AddTech AB (B Shares)

275,000

2,364

CTS Corp. (e)

2,745,000

33,873

Daidensha Co. Ltd.

100,000

518

Delta Electronics, Inc.

14,675,332

25,556

Delta Electronics PCL (For. Reg.)

31,326,800

11,431

FARO Technologies, Inc. (a)

14,800

350

Global Imaging Systems, Inc. (a)(e)

2,322,490

80,498

GTSI Corp. (a)

35

0

Hon Hai Precision Industries Co. Ltd.

43,300,956

243,203

Huan Hsin Holdings Ltd.

2,500,000

1,037

INTOPS Co. Ltd.

100,000

2,125

Jurong Technologies Industrial Corp. Ltd.

9,800,000

10,599

Kingboard Chemical Holdings Ltd.

31,800,000

90,815

Kingboard Chemical Holdings Ltd. warrants 12/31/06 (a)

3,180,000

1,432

M-Flex Electronix, Inc. (a)

900,025

18,883

Mesa Laboratories, Inc. (e)

226,850

2,997

MOCON, Inc. (e)

331,401

3,347

Muramoto Electronic Thailand PCL (For. Reg.)

1,141,800

6,743

NU Horizons Electronics Corp. (a)

334,564

2,178

Orbotech Ltd. (a)(e)

3,212,085

79,499

PC Connection, Inc. (a)

328,181

1,812

Perceptron, Inc. (a)(e)

743,434

5,353

Perlos Oyj

200,000

1,511

Planar Systems, Inc. (a)(e)

1,413,877

11,057

Samsung SDI Co. Ltd. GDR (f)

200,000

5,100

ScanSource, Inc. (a)(e)

1,100,007

52,503

Scientific Technologies, Inc. (a)

127,695

352

SED International Holdings, Inc. (a)(e)

480,000

240

Sigmatron International, Inc. (a)(e)

371,000

3,992

Sinotronics Holdings Ltd.

13,000,000

1,171

Solectron Corp. (a)

30,000,700

115,203

Somera Communications, Inc. (a)(e)

3,821,515

4,815

Spectrum Control, Inc. (a)(e)

1,269,953

8,991

SYNNEX Corp. (a)(e)

1,795,000

33,351

Taitron Components, Inc. Class A (sub. vtg.) (a)

465,200

907

Tech Data Corp. (a)(e)

3,726,100

144,498

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Technitrol, Inc.

454,400

$ 5,880

Tomen Electronics Corp.

60,000

1,561

TT electronics PLC (e)

10,500,000

29,527

Varitronix International Ltd.

11,000,000

9,127

Vishay Intertechnology, Inc. (a)

478,000

6,702

Winland Electronics, Inc. (a)(e)

230,600

1,026

Wireless Telecom Group, Inc. (e)

1,019,900

2,978

Xyratex Ltd. (a)

100,000

1,675

Ya Hsin Industrial Co. Ltd.

1,500,000

1,730

Zomax, Inc. (a)(e)

3,156,609

9,312

1,077,822

Internet Software & Services - 0.0%

Digitas, Inc. (a)

139,000

1,568

iMergent, Inc. (a)(d)(e)

859,200

9,752

Internet Gold Golden Lines Ltd. (a)

548,100

3,486

Online Resources & Comms Corp. (a)

30,000

305

ValueClick, Inc. (a)

175,000

2,247

YP Corp.

1,940,800

1,941

19,299

IT Services - 3.0%

Affiliated Computer Services, Inc. Class A (a)

2,000,000

99,940

CGI Group, Inc. Class A (sub. vtg.) (a)

300,000

1,801

Computer Sciences Corp. (a)

5,300,000

242,634

Convergys Corp. (a)

1,750,000

25,463

CSE Global Ltd.

8,300,000

4,090

CSG Systems International, Inc. (a)

940,048

17,532

Daitec Co. Ltd. (e)

1,085,800

9,656

Econocom Group SA

150,000

1,200

Emblaze Ltd. (a)

655,800

1,787

Fastclick, Inc. (d)

200,000

1,688

Fiserv, Inc. (a)

1,100,000

48,807

Indra Sistemas SA

1,500,000

29,809

infoUSA, Inc.

1,280,952

15,077

Lightbridge, Inc. (a)

735,779

5,298

Ordina NV

300,000

4,067

Sabre Holdings Corp. Class A

5,600,000

107,520

StarTek, Inc.

183,800

3,036

SunGard Data Systems, Inc. (a)

11,000,300

394,801

Technology Solutions Co. (a)(e)

3,687,504

1,475

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

IT Services - continued

The BISYS Group, Inc. (a)(e)

7,100,000

$ 111,683

Wright Express Corp.

375,000

7,868

1,135,232

Semiconductors & Semiconductor Equipment - 0.8%

Axcelis Technologies, Inc. (a)(e)

5,300,000

36,623

BE Semiconductor Industries NV (NY Shares) (a)

3,096,700

15,452

Cabot Microelectronics Corp. (a)(d)

250,000

7,518

Catalyst Semiconductor, Inc. (a)(e)

1,727,985

7,845

Diodes, Inc. (a)

75,000

2,897

Elan Microelectronics Corp.

2,250,000

1,073

ESS Technology, Inc. (a)(e)

3,956,700

16,025

Intest Corp. (a)(e)

868,000

3,298

KEC Corp. (e)

7,450,000

13,469

Lattice Semiconductor Corp. (a)(e)

10,000,500

51,503

MediaTek, Inc.

3,500,000

36,955

Melexis NV (e)

2,900,000

35,162

Omnivision Technologies, Inc. (a)(d)

300,000

4,239

Pericom Semiconductor Corp. (a)(e)

2,488,474

23,367

Realtek Semiconductor Corp.

14,877,667

18,159

Reliability, Inc. (a)(e)

666,700

100

Silicon Laboratories, Inc. (a)

325,000

9,513

Taiwan Mask Corp.

5,250,000

2,372

Trio-Tech International (a)(e)

292,700

1,168

Ultra Clean Holdings, Inc. (a)

370,331

2,259

288,997

Software - 0.9%

Ansys, Inc. (a)(e)

2,869,972

104,352

Citect Corp. Ltd. (d)(e)

4,225,000

2,703

Compuware Corp. (a)

5,580,004

47,039

Dynamics Research Corp. (a)

112,211

1,775

Epicor Software Corp. (a)

70,000

1,038

EPIQ Systems, Inc. (a)

479,710

8,448

Exact Holdings NV (e)

1,725,000

46,788

FactSet Research Systems, Inc.

150,000

5,502

Fair, Isaac & Co., Inc.

199,900

7,522

Geac Computer Corp. Ltd. (a)

2,000,000

19,276

ICT Automatisering NV (e)

638,301

10,440

Infomedia Ltd.

600,000

266

MacDonald Dettwiler & Associates Ltd. (a)

375,000

10,261

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Software - continued

MetaSolv, Inc. (a)(e)

3,600,000

$ 10,656

Netsmart Technologies, Inc. (a)(e)

332,085

3,619

Pegasystems, Inc. (a)

490,381

2,996

Pervasive Software, Inc. (a)(e)

1,982,026

8,642

Planit Holdings PLC

3,400,000

1,345

Reynolds & Reynolds Co. Class A

1,200,000

33,576

Springsoft, Inc.

5,715,806

12,536

TTI Team Telecom International Ltd. (a)(e)

1,172,000

3,821

Unit 4 Agresso NV (a)

700,000

11,093

353,694

TOTAL INFORMATION TECHNOLOGY

3,637,293

MATERIALS - 5.9%

Chemicals - 1.6%

Aronkasei Co. Ltd.

780,000

3,885

Bairnco Corp. (e)

676,573

7,388

CPAC, Inc. (e)

577,200

2,828

Dongbu Fine Chemical Co. Ltd.

135,080

2,046

Engelhard Corp.

5,400,000

154,926

FMC Corp. (a)(e)

2,900,000

175,392

Hercules, Inc. (a)

777,900

10,891

Kemira GrowHow Oyj

447,200

3,888

Kendrion NV (a)(d)

1,299,494

2,521

Korea Polyol Co. Ltd.

144,929

5,276

Miwon Commercial Co. Ltd.

6,530

182

Mosaic Co. (a)

320,000

5,568

Nihon Kagaku Sangyo Co. Ltd.

158,000

982

Octel Corp. (e)

1,381,800

23,739

OM Group, Inc. (a)(e)

2,787,900

65,320

Spartech Corp.

936,100

17,533

Summa Industries, Inc. (e)

437,926

3,407

Tokyo Printing Ink Manufacturing Co. Ltd.

400,000

1,451

Victrex PLC

125,000

1,125

Yara International ASA (d)

7,000,000

120,800

609,148

Construction Materials - 1.6%

Asahi Concrete Works Co. Ltd. (d)

221,000

1,486

Brampton Brick Ltd. Class A (sub. vtg.)

827,000

9,017

Cemex SA de CV sponsored ADR

1,500,000

70,740

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - continued

Construction Materials - continued

Devcon International Corp. (a)

145,664

$ 1,850

Eagle Materials, Inc. (e)

844,700

86,751

Lafarge North America, Inc. (e)

6,150,000

429,147

Titan Cement Co. SA (Reg.)

500,000

16,963

615,954

Containers & Packaging - 0.3%

Airspray NV

175,000

4,689

British Polythene Industries PLC (e)

1,300,000

8,511

Caraustar Industries, Inc. (a)(e)

2,452,601

29,358

Myers Industries, Inc.

565,000

7,458

Peak International Ltd. (a)(e)

1,375,700

5,021

RPC Group PLC

850,000

3,683

Silgan Holdings, Inc.

902,454

51,828

Starlite Holdings Ltd.

1,000,000

105

110,653

Metals & Mining - 2.0%

Algoma Steel, Inc. (a)

810,000

20,310

Blue Earth Refineries, Inc. (a)

602,400

904

Centerra Gold, Inc.

135,000

1,974

Compania de Minas Buenaventura SA sponsored ADR

3,433,600

80,793

Croesus Mining NL

2,000,000

545

Equigold NL

2,950,000

2,367

Equigold NL warrants 5/31/07 (a)

737,500

78

Gerdau SA sponsored ADR (d)

3,690,000

38,339

Grupo Imsa SA de CV sponsored ADR (d)

500,000

9,875

Hanil Iron & Steel Co.

55,000

1,215

Harmony Gold Mining Co. Ltd. sponsored ADR

1,500,000

12,300

Harris Steel Group, Inc. (e)

1,700,000

28,811

Industrias Penoles SA de CV

3,680,900

17,203

Jubilee Mines NL (d)

500,000

3,028

Korea Steel Shapes Co. Ltd.

35,960

810

Major Drilling Group International, Inc. (a)

750,000

8,564

Metalrax Group PLC

2,700,000

3,867

Metals USA, Inc. (a)(e)

1,945,000

40,437

Mittal Steel Co. NV Class A (NY Shares)

1,700,000

49,504

Northwest Pipe Co. (a)(e)

646,375

16,812

Novicourt, Inc. (e)

979,350

1,280

Olympic Steel, Inc. (a)(d)(e)

699,955

11,199

Oregon Steel Mills, Inc. (a)

1,196,574

26,576

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - continued

Metals & Mining - continued

POSCO sponsored ADR

4,200,000

$ 209,580

Resolute Mining Ltd. (a)

700,000

636

Richmont Mines, Inc. (a)

600,000

2,352

Richmont Mines, Inc. (a)(h)

200,000

706

Roanoke Electric Steel Corp. (e)

1,101,931

21,499

Ryerson Tull, Inc. (d)(e)

2,454,900

46,889

Samuel Manu-Tech, Inc.

250,000

2,287

Sherritt International Corp. (d)

4,500,000

39,474

Stillwater Mining Co. (a)

2,462,600

20,095

Titanium Metals Corp. (a)(d)

290,800

18,626

Tohoku Steel Co. Ltd.

275,000

2,360

Webco Industries, Inc. (a)

208,400

1,448

Wheeling Pittsburgh Corp. (a)(e)

841,516

15,980

758,723

Paper & Forest Products - 0.4%

Buckeye Technologies, Inc. (a)(e)

3,744,000

36,130

Canfor Corp. (a)

500,000

5,840

Crown Van Gelder (CVG) (Certificaten Van Aandelen) (non-vtg.) unit

100,000

2,304

Gunns Ltd.

2,650,000

7,644

M-real Oyj (B Shares)

8,100,000

45,276

Norbord, Inc.

380,000

3,212

Sino-Forest Corp. (a)(e)

9,028,900

20,280

Sino-Forest Corp. (a)(e)(f)

4,500,000

10,107

Votorantim Celulose e Papel SA sponsored ADR (non-vtg.)

1,250,000

15,063

145,856

TOTAL MATERIALS

2,240,334

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.1%

Atlantic Tele-Network, Inc. (e)

493,220

15,783

Hungarian Telephone & Cable Corp. (a)

230,400

3,838

PT Telkomunikasi Indonesia Tbk sponsored ADR

750,000

17,348

Telecom Plus PLC

154,757

418

XETA Technologies, Inc. (a)(e)

974,969

2,847

40,234

Wireless Telecommunication Services - 0.3%

China Mobile (Hong Kong) Ltd. sponsored ADR (d)

100,000

2,017

Common Stocks - continued

Shares

Value (Note 1)
(000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Cosmote Mobile Telecommunications SA

1,700,000

$ 32,279

Metro One Telecommunications, Inc. (a)(e)

2,469,785

1,976

SK Telecom Co. Ltd. sponsored ADR

2,750,000

59,043

Taiwan Cellular Co. Ltd.

8,000,000

7,907

Tele Centro Oeste Celular Participacoes SA sponsored ADR (non-vtg.) (d)

335,000

3,317

Turkcell Iletisim Hizmet AS sponsored ADR

199,987

2,752

109,291

TOTAL TELECOMMUNICATION SERVICES

149,525

UTILITIES - 0.6%

Electric Utilities - 0.6%

Allegheny Energy, Inc. (a)

3,000,000

85,500

Korea Electric Power Corp. sponsored ADR

5,400,000

94,338

Maine & Maritimes Corp. (e)

103,000

2,508

Sierra Pacific Resources (a)(d)

1,400,000

18,172

200,518

Gas Utilities - 0.0%

Hokuriku Gas Co.

1,700,000

4,762

Keiyo Gas Co. Ltd.

223,000

1,180

KyungDong City Gas Co. Ltd.

140,000

3,489

Otaki Gas Co. Ltd.

654,000

2,547

Shinnihon Gas Corp.

68,000

291

12,269

TOTAL UTILITIES

212,787

TOTAL COMMON STOCKS

(Cost $20,942,610)

33,350,283

Nonconvertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

Impath Bankruptcy Liquidating Trust Class A, 0.00% (a)

1,665,000

7,309

Nonconvertible Preferred Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - 0.0%

Construction Materials - 0.0%

Buzzi Unicem Spa (Risp)

350,000

$ 3,721

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $26,041)

11,030

Investment Companies - 0.4%

iShares Russell 2000 Index Fund (d)
(Cost $127,962)

2,196,800

149,141

Convertible Bonds - 0.0%

Principal
Amount (000s)

INFORMATION TECHNOLOGY - 0.0%

Electronic Equipment & Instruments - 0.0%

Trans-Lux Corp. 8.25% 3/1/12

$ 500

500

MATERIALS - 0.0%

Paper & Forest Products - 0.0%

Mercer International, Inc. 8.5% 10/15/10 (f)

15,400

15,936

TOTAL CONVERTIBLE BONDS

(Cost $15,978)

16,436

U.S. Treasury Obligations - 0.1%

U.S. Treasury Bills, yield at date of purchase 2.85% to 2.97% 8/18/05 to 9/8/05 (g)
(Cost $23,038)

23,100

23,036

Money Market Funds - 12.2%

Shares

Value (Note 1)
(000s)

Fidelity Cash Central Fund, 3.31% (b)

3,980,762,779

$ 3,980,763

Fidelity Securities Lending Cash Central Fund, 3.32% (b)(c)

581,107,923

581,108

TOTAL MONEY MARKET FUNDS

(Cost $4,561,871)

4,561,871

TOTAL INVESTMENT PORTFOLIO - 101.5%

(Cost $25,697,500)

38,111,797

NET OTHER ASSETS - (1.5)%

(546,501)

NET ASSETS - 100%

$ 37,565,296

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value (000s)

Unrealized
Appreciation
(Depreciation)
(000s)

Purchased

Equity Index Contracts

4,275 Russell 1000 Mini Index Contracts

Sept. 2005

$ 291,619

$ 20,707

567 Russell 2000 Index Contracts

Sept. 2005

193,390

13,672

TOTAL EQUITY INDEX CONTRACTS

$ 34,379

The face value of futures purchased as a percentage of net assets - 1.3%

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 quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

(f) 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 $84,985,000 or 0.2% of net assets.

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $23,036,000.

(h) 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 $706,000 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Richmont Mines, Inc.

6/17/05

$ 797

Other Information

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

United States of America

75.0%

United Kingdom

4.8%

Canada

4.3%

Ireland

2.0%

Bermuda

1.7%

Netherlands

1.7%

Brazil

1.6%

Korea (South)

1.3%

Taiwan

1.1%

Others (individually less than 1%)

6.5%

100.0%

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:

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

AAR Corp.

$ 26,796

$ 43

$ 19,726

$ -

$ -

Aastra Technologies Ltd.

23,747

-

2,131

-

36,685

Abbey PLC

34,410

-

-

1,394

38,418

ACE Cash Express, Inc.

23,712

8,758

-

-

31,634

Action Performance Companies, Inc.

19,781

-

-

183

15,660

Adams Resources & Energy, Inc.

6,441

-

-

127

8,837

Advanced Marketing Services, Inc.

21,842

-

441

-

10,234

Agilysys, Inc.

29,456

-

32,275

23

-

AirNet Systems, Inc.

2,887

-

1,404

-

-

Albany Molecular Research, Inc.

18,378

11,494

10,212

-

31,040

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Alliance One International, Inc.

$ -

$ -

$ 957

$ 499

$ 39,390

Alpharma, Inc. Class A

52,868

-

50,760

123

-

America West Holding Corp. Class B

16,684

-

10,391

-

-

American Axle & Manufacturing Holdings, Inc.

79,177

72,522

-

2,169

132,992

American HomePatient, Inc.

1,022

2,132

-

-

4,043

American Italian Pasta Co. Class A

14,184

25,763

-

686

32,465

American Physicians Capital, Inc.

20,349

-

22,375

-

-

AmSurg Corp.

-

40,658

1,493

-

45,892

Ansys, Inc.

68,076

-

-

-

104,352

Applebee's International, Inc.

219,780

-

-

495

218,708

Applied Innovation, Inc.

2,314

735

742

-

4,068

ArvinMeritor, Inc.

134,667

985

-

2,718

130,706

Asahi Concrete Works Co. Ltd.

3,878

-

6,339

52

-

Astronics Corp.

2,951

-

310

-

7,716

Astronics Corp. Class B

945

-

69

-

-

Atlantic Tele-Network, Inc.

15,167

-

-

541

15,783

Axcelis Technologies, Inc.

-

40,125

947

-

36,623

AZZ, Inc.

8,426

85

-

-

9,704

Bairnco Corp.

7,216

-

2,498

167

7,388

Bank of the Ozarks, Inc.

38,325

-

-

525

50,205

Barratt Developments PLC

246,213

73

-

10,449

303,385

Belden CDT, Inc.

46,275

455

10,271

417

-

Belhaven Group PLC

11,765

8,720

-

408

21,696

Bellway PLC

115,702

21,976

-

5,695

159,352

Benihana, Inc.

5,704

-

-

-

7,477

BJ's Wholesale Club, Inc.

163,310

-

-

-

223,421

Black Box Corp.

76,951

-

2,018

481

86,769

Blonder Tongue Laboratories, Inc.

1,499

-

151

-

1,172

Blyth, Inc.

122,333

7,279

20,037

1,271

86,484

Bolt Technology Corp.

1,834

366

-

-

4,303

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Boston Acoustics, Inc.

$ 2,896

$ -

$ 54

$ 70

$ 4,738

Boyd Brothers Transportation, Inc.

1,318

-

1,333

-

-

Brinker International, Inc.

62,668

149,373

100,273

-

-

British Polythene Industries PLC

6,920

-

341

538

8,511

BTU International, Inc.

2,431

-

2,036

-

-

Buckeye Technologies, Inc.

39,804

449

-

-

36,130

C&D Technologies, Inc.

36,115

7,900

11,595

83

25,477

CAE, Inc.

7,882

-

7,694

78

-

CAE, Inc.

72,661

6,466

504

877

95,194

Cagle's, Inc. Class A

6,717

213

46

-

5,688

Cantel Medical Corp.

13,061

6,777

190

-

20,505

Caraustar Industries, Inc.

21,563

9,169

-

-

29,358

Career Education Corp.

13,524

179,795

1,067

-

238,946

Cascade Corp.

35,431

-

77

568

53,350

Castle Energy Corp.

14,086

-

-

1,400

17,668

Catalyst Semiconductor, Inc.

8,874

940

-

-

7,845

Cathay General Bancorp

81,011

5,635

662

890

91,604

Cattles PLC

118,471

6,720

11,441

5,625

110,942

CCS Income Trust

22,532

-

-

1,576

-

CEC Entertainment, Inc.

136,313

-

1,986

-

141,747

Championship Auto Racing Teams, Inc.

29

-

-

-

250

Channell Commercial Corp.

3,295

-

4,290

-

-

Charlotte Russe Holding, Inc.

17,399

18,575

8,301

-

28,168

Chase Corp.

5,933

-

-

142

5,585

Cherokee, Inc.

18,220

-

1,637

1,346

24,583

Chime Communications PLC

8,896

-

-

84

7,639

Chromcraft Revington, Inc.

12,541

-

-

-

13,546

Citect Corp. Ltd.

3,262

-

-

174

2,703

ClearOne Communications, Inc.

4,865

-

480

-

3,370

Clinton Cards PLC

10,396

6,022

-

484

14,074

Coastcast Corp.

1,641

-

-

-

1,809

Cobra Electronics Corp.

3,776

-

4,010

-

-

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Columbus McKinnon Corp. (NY Shares)

$ 6,212

$ 5,235

$ -

$ -

$ 22,499

Communications Systems, Inc.

6,260

58

3,335

167

5,568

Compudyne Corp.

6,130

852

2,196

-

3,670

Compuware Corp.

148,200

9,050

186,364

-

-

Cooper Companies, Inc.

104,038

-

2,093

128

171,751

Corinthian Colleges, Inc.

14,976

115,214

-

-

124,891

Corvel Corp.

28,028

-

1,953

-

26,892

CPAC, Inc.

3,180

-

-

162

2,828

CTS Corp.

39,170

-

7,827

393

33,873

D & K Healthcare Resources, Inc.

11,965

734

14,473

60

-

D.R. Horton, Inc.

527,140

28,824

25,159

7,129

1,059,846

Daitec Co. Ltd.

9,587

-

221

236

9,656

Dataram Corp.

6,462

35

-

43

5,848

DCC PLC (Ireland)

145,285

-

-

3,963

184,736

Decorator Industries, Inc.

2,512

-

325

32

1,948

Delta Apparel, Inc.

8,876

-

-

117

11,150

Department 56, Inc.

20,351

47

-

-

16,641

Deswell Industries, Inc.

17,893

-

5,093

796

15,579

Devcon International Corp.

3,858

-

2,538

-

-

DIMON, Inc.

15,497

-

1,613

604

-

Direct General Corp.

-

44,062

-

128

39,448

Dominion Homes, Inc.

10,720

6,882

-

-

17,720

Dong-A Pharmaceutical Co. Ltd.

7,657

-

137

284

25,506

Doral Financial Corp.

259,050

13,831

-

4,212

112,639

Draka Holding NV

41,784

2,664

-

-

41,617

Drew Industries, Inc.

36,452

2,470

1,043

-

44,550

DSG International Ltd.

1,429

-

150

-

2,234

Ducommun, Inc.

18,981

862

424

-

22,143

DuPont Photomasks, Inc.

29,288

-

46,153

-

-

Dura Automotive Systems, Inc. Class A

16,873

-

-

-

8,778

Eagle Materials, Inc.

59,177

-

3,825

1,029

86,751

ECI Telecom Ltd.

34,474

-

303

-

44,605

ECtel Ltd.

5,259

-

-

-

8,528

Educational Development Corp.

-

3,138

-

33

3,119

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Electronics for Imaging, Inc.

$ 57,415

$ 44,090

$ 26,455

$ -

$ 87,875

Elscint Ltd.

6,582

-

2,354

-

7,914

Embrex, Inc.

8,708

-

1,028

-

6,118

EMCOR Group, Inc.

64,865

-

14,098

-

61,799

Enesco Group, Inc.

8,803

2,910

1,190

-

2,919

Escalon Medical Corp.

400

4,685

-

-

4,698

ESS Technology, Inc.

343

26,496

-

-

16,025

Exact Holdings NV

51,220

-

8,558

1,952

46,788

Exactech, Inc.

17,658

1,164

-

-

14,999

ExpressJet Holdings, Inc. Class A

2,725

56,422

-

-

53,036

Fab Industries, Inc.

446

1,712

-

-

1,641

Farstad Shipping ASA

21,040

373

-

1,684

33,128

Federal Screw Works

5,719

-

-

63

3,203

Financial Industries Corp.

11,071

-

-

-

9,964

Finlay Enterprises, Inc.

21,669

-

829

-

12,656

Finnveden Invest AB Series B

9,678

4,818

18,873

-

-

First Bancorp, Puerto Rico

167,678

1,566

1,787

1,842

194,444

First Health Group Corp.(OLD)

125,110

-

182,592

-

-

First Mutual Bancshares, Inc.

13,373

-

-

189

13,762

Flanigan's Enterprises, Inc.

1,258

-

675

62

1,121

FMC Corp.

131,850

-

4,870

-

175,392

Footstar, Inc.

9,979

-

-

-

12,802

Foremost Industries Income Fund

6,971

165

1,124

562

-

Fossil, Inc.

163,283

7,440

-

-

169,242

Frans Maas Groep NV (Certificaten Van Aandelen) unit

13,286

-

2,130

155

-

Fremont General Corp.

44,449

72,763

-

1,233

133,809

French Connection Group PLC

38,120

776

325

544

25,646

Fresh Brands, Inc.

3,922

-

-

-

3,856

Fresh Del Monte Produce, Inc.

140,566

2,737

-

4,236

142,019

Friedmans, Inc. Class A

7,428

-

-

-

1,867

Gehl Co.

12,586

-

2,095

-

28,742

General Cable Corp.

36,338

-

251

-

63,080

Genesco, Inc.

46,446

-

-

-

80,663

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Genlyte Group, Inc.

$ 83,681

$ -

$ 1,418

$ -

$ 136,157

Gildan Activewear, Inc. Class A (sub. vtg.)

68,570

-

451

-

151,835

Global Imaging Systems, Inc.

61,904

9,680

-

-

80,498

Goodfellow, Inc.

5,917

38

425

303

9,177

Group 1 Automotive, Inc.

58,734

1,153

-

-

58,510

Gulf Island Fabrication, Inc.

8,322

11,534

-

214

21,389

Hampshire Group Ltd.

13,276

-

-

-

21,301

Hankook Shell Oil Co. Ltd.

1,763

563

-

312

4,178

Hansen Natural Corp.

17,480

-

-

-

78,787

Hardinge, Inc.

4,213

6,249

-

62

13,530

Harris Steel Group, Inc.

12,389

-

1,224

357

28,811

Harvest Natural Resources, Inc.

-

21,747

1,146

-

19,621

Health Management Associates, Inc.
Class A

487,576

2,144

-

3,410

580,720

Heijmans NV

47,574

-

877

2,799

100,990

Heiton Group PLC

36,448

-

52,824

-

-

Helen of Troy Ltd.

75,192

15,970

-

-

69,872

Henry Boot PLC

17,593

-

778

776

26,190

Horizon Health Corp.

16,416

-

3,904

-

31,224

Hot Topic, Inc.

48,558

5,039

1,136

-

56,232

HTL International Holdings Ltd.

9,374

5,308

-

327

16,023

ICT Automatisering NV

7,406

-

-

369

10,440

ICU Medical, Inc.

34,039

-

21,478

-

-

Il Dong Pharmaceutical Co. Ltd.

1,243

714

-

120

6,503

IMCO Recycling, Inc.

11,941

-

2,400

-

-

iMergent, Inc.

1,074

9,154

1,799

-

9,752

IMPATH, Inc.

8,549

-

-

-

-

InFocus Corp.

26,346

8,556

2,205

-

14,186

Insteel Industries, Inc.

4,176

5,881

1,053

52

11,954

Intermet Corp.

9,497

-

138

-

-

Interstate Bakeries Corp.

22,487

5,109

-

-

27,633

Intest Corp.

8,072

-

-

-

3,298

Intracom SA (Reg.)

24,961

4,435

224

829

35,880

Invacare Corp.

75,610

-

10,966

87

68,953

Inventive Leisure PLC

1,318

128

-

51

2,243

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Investment Technology Group, Inc.

$ 28,774

$ -

$ 35,306

$ -

$ -

INZI Controls Co. Ltd.

224

1,938

-

88

3,873

IPC Holdings Ltd.

132,413

-

1,319

3,375

141,575

Jack in the Box, Inc.

106,466

-

-

-

126,992

JAKKS Pacific, Inc.

49,143

1,996

24,035

-

25,709

JLM Couture, Inc.

690

-

-

-

542

Johnston Press PLC

128,848

15,531

4,031

1,848

124,717

KCS Energy, Inc.

43,601

25,004

3,219

-

87,398

KEC Corp.

6,069

6,279

-

278

13,469

Komplett ASA

6,201

778

-

417

8,585

Koninklijke BAM Groep NV

42,108

2,133

10,456

2,247

88,816

Korea Electric Terminal Co. Ltd.

8,564

1,159

-

96

8,167

Lafarge North America, Inc.

305,797

-

63,496

6,066

429,147

Lakes Entertainment, Inc.

15,503

-

22,311

-

-

Lattice Semiconductor Corp.

52,832

2,957

6,586

-

51,503

Libbey, Inc.

13,430

5,103

-

292

15,211

Lincare Holdings, Inc.

298,957

2,193

-

-

380,464

Linx Printing Technologies PLC

7,949

-

15,540

179

-

Lufkin Industries, Inc.

20,673

-

7,181

407

45,886

M/I Homes, Inc.

66,483

-

-

175

104,335

Maine & Maritimes Corp.

3,112

101

-

109

2,508

MAIR Holdings, Inc.

18,860

-

289

-

18,080

Major Drilling Group International, Inc.

7,414

-

6,309

-

-

Marine Products Corp.

42,434

811

1,020

514

54,549

Marten Transport Ltd.

20,822

-

9,703

-

-

Medical Action Industries, Inc.

16,682

269

-

-

19,392

Melexis NV

27,072

3,846

-

3,719

35,162

Merchant Retail Group PLC

12,497

2,960

20,505

114

-

Merit Medical Systems, Inc.

9,748

23,228

7,794

-

34,460

Meritage Homes Corp.

43,157

-

32,311

-

-

Mesa Laboratories, Inc.

2,659

-

498

101

2,997

Metals USA, Inc.

31,760

2,982

4,305

-

40,437

MetaSolv, Inc.

10,958

444

651

-

10,656

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Metro One Telecommunications, Inc.

$ 3,705

$ -

$ -

$ -

$ 1,976

Metro, Inc. Class A (sub. vtg.)

128,999

-

-

2,432

245,209

MFC Bancorp Ltd.

12,985

-

-

-

14,199

Michang Oil Industrial Co. Ltd.

-

2,118

-

99

3,263

MOCON, Inc.

2,747

-

-

89

3,347

Monro Muffler Brake, Inc.

17,887

-

-

40

23,380

Monterey Gourmet Foods, Inc.

4,564

-

-

-

5,071

Mothers Work, Inc.

933

6,172

-

-

6,675

Movado Group, Inc.

20,370

-

10,175

138

-

MTR Gaming Group, Inc.

19,444

-

17,958

-

-

Multimedia Games, Inc.

-

32,463

-

-

29,096

Murakami Corp.

5,351

-

-

58

8,686

Nagawa Co. Ltd.

6,835

-

-

157

10,850

National Dentex Corp.

9,998

-

2,195

-

7,858

National Healthcare Corp.

26,356

-

-

513

33,250

National R.V. Holdings, Inc.

15,468

-

273

-

7,128

National Western Life Insurance Co.
Class A

38,679

-

-

-

49,595

Nature's Sunshine Products, Inc.

20,776

663

17,247

197

-

NCI Building Systems, Inc.

57,707

5,550

1,098

-

77,626

Netsmart Technologies, Inc.

1,232

1,674

-

-

3,619

New Horizons Worldwide, Inc.

5,040

-

2,271

-

-

Newship Ltd.

1,029

-

-

-

662

Next PLC

389,834

21,810

2,968

10,815

414,958

Ngai Lik Industrial Holdings Ltd.

19,476

701

-

784

9,438

Nicholas Financial, Inc.

-

6,781

2,502

19

-

North Central Bancshares, Inc.

5,643

-

32

167

5,861

Northwest Pipe Co.

11,640

659

1,049

-

16,812

Novel Denim Holdings Ltd.

991

-

1,133

-

-

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Novicourt, Inc.

$ -

$ 1,247

$ -

$ 158

$ 1,280

NQL Drilling Tools, Inc. Class A

3,035

-

476

-

10,126

Octel Corp.

35,678

-

-

180

23,739

Ocular Sciences, Inc.

92,674

-

84,229

-

-

Odyssey Healthcare, Inc.

24,603

15,498

889

-

38,959

Offshore Logistics, Inc.

57,900

7,539

1,993

-

77,760

Oil States International, Inc.

44,743

28,600

1,445

-

122,757

Olympic Steel, Inc.

-

16,383

2,662

-

11,199

OM Group, Inc.

88,695

6,823

7,062

-

65,320

On Assignment, Inc.

12,670

-

2,402

-

11,204

Opinion Research Corp.

2,482

108

1,240

-

-

Optical Cable Corp.

2,310

166

-

-

3,878

Option Care, Inc.

18,088

1,037

773

93

22,432

Orbotech Ltd.

54,666

-

-

-

79,499

Orthofix International NV

36,501

6,423

-

-

63,947

Osteotech, Inc.

895

3,323

-

-

4,549

Overland Storage, Inc.

446

12,430

-

-

11,636

Overnite Corp.

41,594

20,157

12,463

270

76,158

P&F Industries, Inc. Class A

2,900

-

330

-

5,620

P.A.M. Transportation Services, Inc.

20,760

746

1,075

-

18,332

Pacific Sunwear of California, Inc.

10,506

157,692

-

-

184,140

PacifiCare Health Systems, Inc.

217,047

-

51,042

-

472,440

Papa John's International, Inc.

68,333

-

1,054

-

95,682

Pason Systems, Inc.

31,430

560

-

257

49,210

Patrick Industries, Inc.

2,774

-

-

-

2,596

Pe Ben Oilfield Services Ltd.

1,606

-

-

-

2,471

Peacock Group PLC

8,734

22,333

-

486

31,834

Peak International Ltd.

6,191

-

-

-

5,021

Pemco Aviation Group, Inc.

5,909

1,231

-

-

6,439

Perceptron, Inc.

5,918

-

833

-

5,353

Performance Technologies, Inc.

-

7,012

-

-

8,054

Pericom Semiconductor Corp.

12,916

12,097

1,388

-

23,367

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Persona, Inc.

$ 9,829

$ -

$ 10,138

$ -

$ -

Pervasive Software, Inc.

10,375

1,224

-

-

8,642

Petroleum Development Corp.

29,609

5,896

-

-

49,608

Petroleum Helicopters, Inc.

6,246

5

-

-

7,796

Philadelphia Consolidated Holdings Corp.

68,551

-

7,875

-

95,473

PinkRoccade NV

16,731

202

28,984

-

-

Piolax, Inc.

18,036

-

1,549

269

18,642

Planar Systems, Inc.

1,162

13,738

-

-

11,057

PolyMedica Corp.

8,072

62,716

60,325

874

-

Pomeroy IT Solutions, Inc.

14,817

-

-

-

16,662

ProSafe ASA

36,914

13,721

-

3,034

77,080

PXRE Group Ltd.

31,096

10,156

-

483

45,380

Quaker City Bancorp, Inc.

26,152

-

26,243

-

-

Qualstar Corp.

6,817

375

44

-

4,501

Quiksilver, Inc.

85,162

15,958

751

-

151,110

Quipp, Inc.

1,968

-

-

-

1,869

Quixote Corp.

11,370

-

2,864

175

9,149

RCM Technologies, Inc.

6,225

403

-

-

4,949

RehabCare Group, Inc.

25,394

523

1,856

-

23,300

Reliability, Inc.

547

-

-

-

100

RemedyTemp, Inc. Class A

7,264

-

-

-

7,384

Renal Care Group, Inc.

234,171

-

-

-

345,083

ResCare, Inc.

16,153

-

5,201

-

-

Rex Stores Corp.

18,186

-

-

-

21,756

Ringerikes Sparebank

1,032

-

-

62

1,324

Riviana Foods, Inc.

20,385

-

20,432

-

-

Roanoke Electric Steel Corp.

15,644

500

-

471

21,499

Ross Stores, Inc.

189,830

-

24,284

1,427

-

Roto Smeets de Boer NV

12,084

-

1,878

557

17,209

Ruby Tuesday, Inc.

-

105,081

1,562

157

103,834

Ryan's Restaurant Group, Inc.

56,843

-

-

-

51,115

Ryerson Tull, Inc.

7,277

31,820

892

435

46,889

S.Y. Bancorp, Inc.

16,464

861

-

340

18,986

Safeway, Inc.

395,131

167,084

13,871

1,378

656,100

Salton, Inc.

5,075

-

674

-

-

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

SBS Technologies, Inc.

$ 17,273

$ -

$ 148

$ -

$ 13,329

ScanSource, Inc.

67,654

-

3,836

-

52,503

SCS Transportation, Inc.

13,967

4,540

17,454

-

-

ScS Upholstery PLC

9,366

2,258

-

604

13,910

SED International Holdings, Inc.

768

-

-

-

240

Seksun Corp. Ltd.

5,137

1,132

-

244

6,936

Shaw Group, Inc.

58,322

1,575

1,528

-

112,808

Shinsegae Engineering & Construction Co. Ltd.

-

4,056

-

188

7,723

ShoLodge, Inc.

2,189

-

-

-

1,606

ShopKo Stores, Inc.

41,665

-

47,411

-

-

Sigmatron International, Inc.

3,115

538

-

-

3,992

Siliconix, Inc.

61,466

517

902

-

-

Sino-Forest Corp.

19,019

-

-

-

20,280

Sino-Forest Corp.

9,479

-

-

-

10,107

Solutia, Inc.

3,240

-

4,084

-

-

Somera Communications, Inc.

6,747

-

1,002

-

4,815

Sonic Corp.

141,450

-

1,729

-

184,891

SOURCECORP, Inc.

36,387

503

18,564

-

-

Southern Energy Homes, Inc.

5,628

-

-

-

7,981

Southwest Bancorp, Inc., Oklahoma

17,043

5,478

-

300

27,541

Sparebanken Rana

760

-

-

50

-

Spectrum Control, Inc.

8,338

1,648

57

-

8,991

Spherion Corp.

50,644

-

22,208

-

-

Sportscene Restaurants, Inc. Class A

2,431

-

-

113

2,988

Standard Commercial Corp.

21,138

-

-

356

-

Stanley Furniture Co., Inc.

25,140

2,193

-

264

37,284

Stantec, Inc.

35,189

2,188

727

-

50,257

Steiner Leisure Ltd.

41,635

-

363

-

59,616

Stelmar Shipping Ltd.

34,872

-

47,554

125

-

Sterling Bancorp, New York

39,351

1,497

396

1,320

40,500

Steven Madden Ltd.

24,639

-

-

-

29,292

Stoneridge, Inc.

30,479

3,319

2,983

-

23,205

Strattec Security Corp.

33,264

-

957

-

32,122

Strongco, Inc.(OLD)

-

246

457

27

-

Summa Industries, Inc.

4,568

-

-

26

3,407

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Sunjin Co. Ltd.

$ 3,134

$ 665

$ -

$ 132

$ 6,968

Swift Energy Co.

43,535

-

10,014

-

63,209

SYNNEX Corp.

10,509

19,627

-

-

33,351

Tandy Brands Accessories, Inc.

7,422

-

4,168

51

-

Tap Oil Nl

-

12,780

-

-

19,152

TB Wood's Corp.

3,075

564

-

-

2,677

Tech Data Corp.

212,308

45,107

135,306

-

144,498

Technology Solutions Co.

2,515

1,363

187

-

1,475

Teekay Shipping Corp.

167,076

-

2,203

2,303

190,942

Tejon Ranch Co.

32,644

-

-

-

60,161

Texas Industries, Inc.

61,675

-

85,057

95

-

The Allied Defense Group, Inc.

9,421

-

787

-

11,428

The BISYS Group, Inc.

139,549

338

48,237

-

111,683

The Cato Corp.
Class A (sub. vtg.)

40,610

-

18,837

1,203

42,319

The Children's Place Retail Stores, Inc.

43,450

2,841

49,945

-

-

The PMI Group, Inc.

371,070

-

3,119

1,607

365,479

Theragenics Corp.

12,339

-

-

-

10,470

Toami Corp.

3,025

-

2,402

77

-

Tokyo Kisen Co. Ltd.

2,666

-

-

79

3,687

Tollgrade Communications, Inc.

333

6,026

-

-

7,223

Tommy Hilfiger Corp.

126,618

-

7,558

-

113,077

Total Energy Services Ltd.

10,771

-

-

-

-

Tower Automotive, Inc.

17,572

-

19

-

1,007

Trifast PLC

7,029

3,112

-

277

8,976

Trinity Industries, Inc.

139,368

-

21,070

1,046

148,200

Trio-Tech International

1,039

-

-

-

1,168

Triumph Group, Inc.

32,073

2,305

18,973

-

-

TT electronics PLC

32,651

-

1,838

1,957

29,527

TTI Team Telecom International Ltd.

2,766

-

-

-

3,821

Twentsche Kabel Holding NV unit

22,047

-

-

1,102

-

Twin Disc, Inc.

5,388

1,768

-

187

6,659

Uehara Sei Shoji Co. Ltd.

6,183

-

-

91

7,726

UK Coal PLC

27,690

-

1,746

1,176

24,739

Uni-Select, Inc.

21,330

-

4,769

184

-

UnumProvident Corp.

116,435

140,563

4,935

4,643

325,550

Up, Inc.

3,759

-

-

72

3,497

Affiliates
(Amounts in
thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

URS Corp.

$ 103,722

$ 1,406

$ 18,801

$ -

$ 141,819

USEC, Inc.

67,920

5,798

1,123

4,511

132,775

USF Corp.

92,623

-

121,215

706

-

USG Corp.

74,180

-

-

-

210,407

Utah Medical Products, Inc.

12,637

-

-

286

10,772

UTStarcom, Inc.

93,912

51,702

-

-

72,975

W Holding Co., Inc.

72,704

23,670

-

1,234

94,135

Wao Corp.

1,457

-

667

32

-

Washington Savings Bank Fsb

-

6,327

-

16

4,571

Wheeling Pittsburgh Corp.

-

27,993

-

-

15,980

Wilsons Leather Experts, Inc.

10,113

-

-

-

14,216

Winland Electronics, Inc.

565

-

44

-

1,026

Wireless Telecom Group, Inc.

2,723

-

-

122

2,978

Wolverine Tube, Inc.

14,362

-

-

-

9,760

Wolverine Tube, Inc.

3,950

-

-

-

2,284

World Fuel Services Corp.

46,212

-

4,533

359

55,729

Wyndeham Press Group PLC

8,741

-

-

124

7,979

XETA Technologies, Inc.

3,879

16

-

-

2,847

Yankee Candle Co., Inc.

40,628

94,215

-

537

137,562

Young Innovations, Inc.

17,621

1,176

-

109

24,586

Zomax, Inc.

9,666

710,302

411

-

9,312

Total

$ 14,710,302

$ 2,626,701

$ 2,489,338

$ 159,038

$ 17,817,535

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

July 31, 2005

Assets

Investment in securities, at value (including securities loaned of $561,121) (cost $25,697,500) - See accompanying schedule

$ 38,111,797

Cash

59

Foreign currency held at value (cost $21,794)

21,897

Receivable for investments sold

83,564

Receivable for fund shares sold

31,133

Dividends receivable

20,659

Interest receivable

10,913

Prepaid expenses

51

Other affiliated receivables

449

Other receivables

2,917

Total assets

38,283,439

Liabilities

Payable for investments purchased

$ 85,357

Payable for fund shares redeemed

25,373

Accrued management fee

17,398

Payable for daily variation on futures contracts

1,742

Other affiliated payables

6,231

Other payables and accrued expenses

934

Collateral on securities loaned, at value

581,108

Total liabilities

718,143

Net Assets

$ 37,565,296

Net Assets consist of:

Paid in capital

$ 23,612,220

Undistributed net investment income

126,383

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

1,378,046

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

12,448,647

Net Assets, for 880,179 shares outstanding

$ 37,565,296

Net Asset Value, offering price and redemption price per share ($37,565,296 ÷ 880,179 shares)

$ 42.68

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

Annual Report

Statement of Operations

Amounts in thousands

Year ended July 31, 2005

Investment Income

Dividends (including $159,038 received from affiliated issuers)

$ 411,517

Interest

91,527

Security lending

9,951

Total income

512,995

Expenses

Management fee
Basic fee

$ 212,866

Performance adjustment

38,802

Transfer agent fees

66,107

Accounting and security lending fees

2,131

Independent trustees' compensation

174

Appreciation in deferred trustee compensation account

46

Custodian fees and expenses

3,389

Registration fees

450

Audit

264

Legal

85

Miscellaneous

389

Total expenses before reductions

324,703

Expense reductions

(5,077)

319,626

Net investment income (loss)

193,369

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (Including realized gain (loss) of $544,690 from affiliated issuers)

1,714,249

Investment not meeting investment restrictions

1

Foreign currency transactions

(1,160)

Futures contracts

53,402

Total net realized gain (loss)

1,766,492

Change in net unrealized appreciation (depreciation) on:

Investment securities

5,618,732

Assets and liabilities in foreign currencies

(238)

Futures contracts

41,398

Total change in net unrealized appreciation (depreciation)

5,659,892

Net gain (loss)

7,426,384

Net increase (decrease) in net assets resulting from operations

$ 7,619,753

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Year ended
July 31,
2005

Year ended
July 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 193,369

$ 40,780

Net realized gain (loss)

1,766,492

1,923,376

Change in net unrealized appreciation (depreciation)

5,659,892

2,698,176

Net increase (decrease) in net assets resulting
from operations

7,619,753

4,662,332

Distributions to shareholders from net investment income

(102,989)

(14,193)

Distributions to shareholders from net realized gain

(1,766,215)

(327,011)

Total distributions

(1,869,204)

(341,204)

Share transactions
Proceeds from sales of shares

5,086,948

10,649,593

Reinvestment of distributions

1,821,877

332,130

Cost of shares redeemed

(5,488,212)

(4,514,853)

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

1,420,613

6,466,870

Redemption fees

2,200

4,682

Total increase (decrease) in net assets

7,173,362

10,792,680

Net Assets

Beginning of period

30,391,934

19,599,254

End of period (including undistributed net investment income of $126,383 and undistributed net investment income of $40,182, respectively)

$ 37,565,296

$ 30,391,934

Other Information

Shares

Sold

131,243

308,543

Issued in reinvestment of distributions

50,855

9,730

Redeemed

(141,881)

(129,950)

Net increase (decrease)

40,217

188,323

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

Annual Report

Financial Highlights

Years ended July 31,

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 36.18

$ 30.08

$ 26.70

$ 27.22

$ 23.93

Income from Investment Operations

Net investment income (loss) C

.22

.05

.01

.09 F

.22

Net realized and unrealized gain (loss)

8.49

6.50

3.93

1.08 F

6.65

Total from investment operations

8.71

6.55

3.94

1.17

6.87

Distributions from net investment income

(.12)

(.02)

(.03)

(.16)

(.16)

Distributions from net realized gain

(2.09)

(.44)

(.54)

(1.54)

(3.43)

Total distributions

(2.21)

(.46)

(.57)

(1.70)

(3.59)

Redemption fees added to paid in capital C

- E

.01

.01

.01

.01

Net asset value, end of period

$ 42.68

$ 36.18

$ 30.08

$ 26.70

$ 27.22

Total Return A, B

25.32%

21.90%

15.14%

4.79%

32.36%

Ratios to Average Net Assets D

Expenses before expense reductions

.95%

.98%

1.03%

.99%

1.02%

Expenses net of voluntary waivers, if any

.95%

.98%

1.03%

.99%

1.02%

Expenses net of all reductions

.94%

.97%

1.01%

.97%

1.00%

Net investment income (loss)

.57%

.15%

.05%

.34% F

.92%

Supplemental Data

Net assets, end of period (in millions)

$ 37,565

$ 30,392

$ 19,599

$ 15,664

$ 10,272

Portfolio turnover rate

24%

28%

23%

26%

44%

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

B Total returns do not include the effect of the former sales charges.

C Calculated based on average shares outstanding during the period.

D 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.

E Amount represents less than $.01 per share.

F Effective August 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.

Annual Report

Notes to Financial Statements

For the period ended July 31, 2005

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Low-Priced Stock Fund (the fund) is a fund of Fidelity Puritan Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with 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, including restricted 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, including restricted 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.

Annual Report

1. Significant Accounting Policies - continued

Foreign Currency - continued

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 and may include proceeds received from litigation. 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 return of capital distributions or capital gain distributions. 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 each fund in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent 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 the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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 short-term capital gains, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), prior period premium and discount on debt securities, market discount, partnerships, deferred trustees compensation and losses deferred due to wash sales and futures transactions.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 13,461,977

Unrealized depreciation

(1,072,902)

Net unrealized appreciation (depreciation)

12,389,075

Undistributed ordinary income

194,995

Undistributed long-term capital gain

1,256,289

Cost for federal income tax purposes

$ 25,722,722

The tax character of distributions paid was as follows:

July 31, 2005

July 31, 2004

Ordinary Income

$ 348,917

$ 81,082

Long-term Capital Gains

1,520,287

260,122

Total

$ 1,869,204

$ 341,204

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

Annual Report

2. Operating Policies.

Repurchase Agreements. 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 which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. The fund 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.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $7,296,412 and $7,277,801, respectively.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

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 .35% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .74% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual 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 Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $102,730 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 were $542 for the period.

Annual 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 the Fidelity Securities Lending Cash Central Fund. 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 $4,377 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 $40 and $660, respectively.

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity Low-Priced Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Low-Priced Stock Fund (a fund of Fidelity Puritan Trust) at July 31, 2005 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Low-Priced Stock Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 13, 2005

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, Stephen P. Jonas, and Kenneth L. Wolfe, each of the Trustees oversees 320 funds advised by FMR or an affiliate. Mr. McCoy oversees 322 funds advised by FMR or an affiliate. Mr. Jonas and Mr. Wolfe oversee 311 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (75)**

Year of Election or Appointment: 1984

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc.

Abigail P. Johnson (43)**

Year of Election or Appointment: 2001

Trustee of Fidelity Puritan Trust. Ms. Johnson also serves as President of Fidelity Employer Services Company (FESCO)(2005-present). She is President and a Director of Fidelity Investments Money Management, Inc. (2001-present), FMR Co., Inc. (2001-present), and a Director of FMR Corp. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds.

Stephen P. Jonas (52)

Year of Election or Appointment: 2005

Mr. Jonas is Senior Vice President of Low-Priced Stock (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Co. (1998-2000). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).

Robert L. Reynolds (53)

Year of Election or Appointment: 2003

Mr. Reynolds is a Director (2003-present) and Chief Operating Officer (2002-present) of FMR Corp. He also serves on the Board at Fidelity Investments Canada, Ltd. (2000-present). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

Dennis J. Dirks (57)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee of Manhattan College (2005-present).

Robert M. Gates (61)

Year of Election or Appointment: 1997

Dr. Gates is Vice Chairman of the Independent Trustees (2005-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

George H. Heilmeier (69)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE) (2000-present). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid display.

Marie L. Knowles (58)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (61)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

Marvin L. Mann (72)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the Independent Trustees (2001-present). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (71)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (61)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (66)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman of the Board (2000-present) and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (66)

Year of Election or Appointment: 2005

Mr. Wolfe also serves as a Trustee (2005-present) or Member of the Advisory Board (2004-present) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for Mr. Gamper may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Albert R. Gamper, Jr. (63)

Year of Election or Appointment: 2005

Member of the Advisory Board of Fidelity Puritan Trust. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System (1996-present).

Peter S. Lynch (61)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Puritan Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

Dwight D. Churchill (51)

Year of Election or Appointment: 2005

Vice President of Low-Priced Stock. Mr. Churchill also serves as Vice President of certain Equity funds (2005-present) and certain High Income Funds (2005-present). Previously, he served as Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FIMM (2000) and FMR. Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.

Walter C. Donovan (43)

Year of Election or Appointment: 2005

Vice President of Low-Priced Stock. Mr. Donovan also serves as Vice President of Fidelity's High Income Funds (2005-present), Fidelity's Fixed-Income Funds (2005-present), certain Asset Allocation Funds (2005-present), and certain Balanced Funds (2005-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMRC (2005-present). Previously, Mr. Donovan served as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).

Joel C. Tillinghast (47)

Year of Election or Appointment: 1992

Vice President of Low-Priced Stock. Mr. Tillinghast also serves as Senior Vice President of FMR (2002) and FMR Co., Inc. (2002).

Eric D. Roiter (56)

Year of Election or Appointment: 1998

Secretary of Low-Priced Stock. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Management & Research (Far East) Inc. (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (45)

Year of Election or Appointment: 2003

Assistant Secretary of Low-Priced Stock. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

Christine Reynolds (46)

Year of Election or Appointment: 2004

President, Treasurer, and Anti-Money Laundering (AML) officer of Low-Priced Stock. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

Timothy F. Hayes (54)

Year of Election or Appointment: 2002

Chief Financial Officer of Low-Priced Stock. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002-present) and President of Fidelity Investment Operations (2005-present) which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he served as President (1998-2005). Mr. Hayes serves as President of Fidelity Service Company (2003-present) where he also serves as a Director. Mr. Hayes also served as President of Fidelity Investments Operations Group (FIOG, 2002-2005).

Kenneth A. Rathgeber (58)

Year of Election or Appointment: 2004

Chief Compliance Officer of Low-Priced Stock. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

John R. Hebble (47)

Year of Election or Appointment: 2003

Deputy Treasurer of Low-Priced Stock. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).

Bryan A. Mehrmann (44)

Year of Election or Appointment: 2005

Deputy Treasurer of Low-Priced Stock. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (41)

Year of Election or Appointment: 2004

Deputy Treasurer of Low-Priced Stock. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (35)

Year of Election or Appointment: 2005

Deputy Treasurer of Low-Priced Stock. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (38)

Year of Election or Appointment: 2005

Assistant Treasurer of Low-Priced Stock. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (58)

Year of Election or Appointment: 1989

Assistant Treasurer of Low-Priced Stock. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (51)

Year of Election or Appointment: 2004

Assistant Treasurer of Low-Priced Stock. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (50)

Year of Election or Appointment: 2002

Assistant Treasurer of Low-Priced Stock. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (46)

Year of Election or Appointment: 2005

Assistant Treasurer of Low-Priced Stock. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Low-Priced Stock. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Low-Priced Stock Fund voted to pay on September 12, 2005, to shareholders of record at the opening of business on September 9, 2005, a distribution of $1.52 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.15 per share from net investment income.

The fund hereby designates as capital gain dividends: For dividends with respect to the taxable year ended July 31, 2005, $1,571,165,000, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 35% and 45% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 77% and 99% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2006 of amounts for use in preparing 2005 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Low-Priced Stock Fund

Each year, typically in July, the Board of Trustees, including the independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders by Fidelity. At the time of the renewal, the Board had 11 standing committees, each composed of independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically during the first six months of each year and as necessary to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2005 meeting, the Board of Trustees, including the independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (1) the nature, extent, and quality of the services to be provided to the fund and its shareholders by Fidelity (including the investment performance of the fund); (2) the competitiveness of the management fee and total expenses of the fund; (3) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (4) the extent to which economies of scale would be realized as the fund grows; and (5) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided by Fidelity. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Fidelity Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily decided in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources. The Board also considered the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2004, Fidelity has taken a number of actions that benefited particular funds, including (i) voluntarily deciding in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources, (ii) contractually agreeing to impose management fee reductions and expense limitations on its five Spartan stock index funds and its stock index fund available through variable insurance products, (iii) contractually agreeing to eliminate the management fees on the Fidelity Freedom Funds and the Fidelity Advisor Freedom Funds, (iv) contractually agreeing to reduce the management fees on most of its investment-grade taxable bond funds, and (v) contractually agreeing to impose expense limitations on its retail and Spartan investment-grade taxable bond funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2004, the fund's returns, the returns of a broad-based securities market index ("benchmark"), and a range of returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued



The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the first quartile for the one-, three-, and five-year periods.The Board also stated that the relative investment performance of the fund has compared favorably to its benchmark over time.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board has had thorough discussions with FMR throughout the year about the Board's and FMR's concerns about equity research, equity fund performance, and compliance with internal policies governing gifts and entertainment. FMR has taken steps that it believes will refocus and strengthen equity research and equity portfolio management and compliance. The Board noted with favor FMR's recent reorganization of its senior management team and FMR's plans to dedicate additional resources to investment research, and participated in the process that led to those changes.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Annual Report

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 11% means that 89% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile ("quadrant") in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2004. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the fund's positive performance adjustment. As part of its review, the Board also considered current and historical total expenses of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expenses ranked below its competitive median for 2004.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Annual Report

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business. In addition, a special committee of the Board reviewed services provided to Fidelity by its affiliates and determined that the fees that Fidelity paid for such services were reasonable.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although the fund is closed to new investors, it continues to incur investment management expenses, and marketing and distribution expenses related to the retention of existing shareholders and assets. The Board further noted that the fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information regarding (i) equity fund transfer agency fees; (ii) Fidelity's fund profitability methodology and the impact of various changes in the methodology over time; (iii) benefits to shareholders from economies of scale; (iv) composition and characteristics of various fund and industry data used in comparisons; (v) compensation of portfolio managers and research analysts; and (vi) the impact of closing the fund to new investors.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the existing advisory fee structures are fair and reasonable, and that the fund's existing Advisory Contracts should be renewed.

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Visit Fidelity

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

Arizona

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

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

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, 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

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

3501 PGA Boulevard
West Palm Beach, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
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

7315 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

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

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

Annual Report

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, 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

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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

LPS-UANN-0905
1.789249.102

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

Fidelity®

Puritan®

Fund

Annual Report

July 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

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

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Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and 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.

For nearly 60 years, Fidelity 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. 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

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2005

Past 1
year

Past 5
years

Past 10
years

Fidelity Puritan Fund

10.51%

5.82%

9.17%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity ® Puritan® Fund on July 31, 1995. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500 Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Stephen Petersen and George Fischer, Co-Portfolio Managers of Fidelity® Puritan® Fund

A late-inning rally in the equity and investment-grade bond markets helped propel bellwether indexes into positive territory for the 12 months ending July 31, 2005. While equities moved up and down in cadence with gyrations in oil prices and investors' concerns about inflation, they ended the period on a high note, as bullish economic data and strong corporate earnings - particularly in July - urged on respectable gains, even as oil prices broke through the $60-per-barrel mark. The Standard & Poor's 500SM Index and the NASDAQ Composite® Index rose 14.05% and 16.51%, respectively, during the period. Small- and mid-capitalization stocks outperformed large-caps, as the blue-chips' proxy Dow Jones Industrial AverageSM gained a more modest 7.29%. Meanwhile, in the fixed-income market, the Lehman Brothers® Aggregate Bond Index - a measure of the overall investment-grade bond universe - rose 4.79%. Much of this gain was driven by the higher-yielding spread sectors, such as investment-grade corporates and mortgage-backed securities, although healthy returns from Treasuries also helped support the market's advance.

The fund gained 10.51% during the past year, compared to the 11.18% return of the LipperSM Balanced Funds Average, and the 13.62% return of the Fidelity Balanced Composite Index. Weak results from the fund's equity holdings more than offset what we gained from a solid showing in fixed income. The fund's equity subportfolio is not designed to take big bets on any particular sector or industry. It lagged in an environment where the market's strong performers were limited to just a few areas and, therefore, where taking larger positions in the better-performing sectors helped performance. Fannie Mae's stock continued to suffer from an ongoing investigation into its accounting practices, renewed pressure from regulators and concerns that its business fundamentals were deteriorating. Insurance giant American International Group was roiled by management turnover, an investigation into its accounting methods and a delay in its quarterly financial reporting. On the positive side, high oil prices helped fund holdings Exxon Mobil and France's Total SA, whose stocks soared. However, underweighting Exxon - along with some other large-cap energy names - compared to the index held back relative returns. In bonds, our investment-grade subportfolio solidly outperformed its index, mainly due to favorable sector and security selection. A modest stake in strong-performing high-yield securities also helped boost returns.

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

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2005 to July 31, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Beginning
Account Value
February 1, 2005

Ending
Account Value
July 31, 2005

Expenses Paid
During Period*
February 1, 2005
to July 31, 2005

Actual

$ 1,000.00

$ 1,036.80

$ 3.18

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,021.67

$ 3.16

* Expenses are equal to the Fund's annualized expense ratio of .63%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Five Stocks as of July 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

2.4

2.2

Bank of America Corp.

1.9

2.0

American International Group, Inc.

1.6

1.7

Citigroup, Inc.

1.5

1.8

JPMorgan Chase & Co.

1.3

1.5

8.7

Top Five Bond Issuers as of July 31, 2005

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Fannie Mae

10.3

9.4

U.S. Treasury Obligations

2.6

2.9

Freddie Mac

1.3

0.9

Government National Mortgage Association

0.6

0.7

Bank of America Mortgage Securities, Inc.

0.4

0.7

15.2

Top Five Market Sectors as of July 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

20.2

21.9

Consumer Discretionary

9.5

9.4

Energy

9.3

8.4

Industrials

7.6

8.2

Information Technology

6.2

5.3

Asset Allocation (% of fund's net assets)

As of July 31, 2005*

As of January 31, 2005**

Stocks 63.2%

Stocks 63.0%

Bonds 29.9%

Bonds 30.6%

Convertible
Securities 0.9%

Convertible
Securities 1.2%

Other Investments 0.5%

Other Investments 0.3%

Short-Term
Investments and
Net Other Assets 5.5%

Short-Term
Investments and
Net Other Assets 4.9%

* Foreign investments

10.2%

** Foreign investments

10.7%



Percentages are adjusted for the effect of futures contracts and swaps, if applicable.

Annual Report

Investments July 31, 2005

Showing Percentage of Net Assets

Common Stocks - 63.1%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 7.4%

Auto Components - 0.3%

American Axle & Manufacturing Holdings, Inc.

314,400

$ 8,662

Exide Technologies warrants 3/18/06 (a)

6,789

0

Johnson Controls, Inc.

402,300

23,108

TRW Automotive Holdings Corp. (a)

1,150,680

30,643

62,413

Automobiles - 0.4%

Ford Motor Co.

744,900

8,000

Harley-Davidson, Inc.

172,200

9,159

Monaco Coach Corp.

257,800

4,512

Renault SA

316,099

28,975

Toyota Motor Corp. sponsored ADR

698,300

52,973

103,619

Diversified Consumer Services - 0.1%

Service Corp. International (SCI)

1,445,700

12,534

Hotels, Restaurants & Leisure - 0.4%

McDonald's Corp.

3,310,800

103,198

MOA Hospitality, Inc. (a)

3,000

0

103,198

Household Durables - 0.8%

Koninklijke Philips Electronics NV (NY Shares)

806,900

21,883

Maytag Corp. (e)

2,184,660

36,855

Newell Rubbermaid, Inc.

3,629,400

90,263

Whirlpool Corp.

573,100

45,837

194,838

Leisure Equipment & Products - 0.2%

Eastman Kodak Co.

1,994,500

53,333

Media - 3.8%

Clear Channel Communications, Inc.

4,401,600

143,668

Comcast Corp. Class A (a)

4,160,316

127,847

Discovery Holding Co. Class A (a)

550,970

7,862

Knight-Ridder, Inc.

472,600

29,566

Lagardere S.C.A. (Reg.) (e)

260,161

18,785

Liberty Media Corp. Class A (a)

5,509,706

48,430

News Corp. Class A

1,591,200

26,064

NTL, Inc. (a)

340,204

22,668

The New York Times Co. Class A

344,020

10,844

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

2,272,600

36,907

Time Warner, Inc. (a)

9,395,060

159,904

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Media - continued

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

4,979,951

$ 166,779

Vivendi Universal SA sponsored ADR

1,221,100

38,807

Walt Disney Co.

3,354,390

86,007

924,138

Multiline Retail - 0.7%

Big Lots, Inc. (a)

3,215,000

41,699

Dollar Tree Stores, Inc. (a)

1,471,900

36,783

Family Dollar Stores, Inc.

1,038,500

26,793

Federated Department Stores, Inc.

657,400

49,877

Sears Holdings Corp. (a)

90,615

13,976

169,128

Specialty Retail - 0.6%

AnnTaylor Stores Corp. (a)

1,492,650

38,466

Gap, Inc.

2,046,941

43,211

RadioShack Corp.

1,444,100

33,893

Tiffany & Co., Inc.

1,115,400

37,957

153,527

Textiles, Apparel & Luxury Goods - 0.1%

Liz Claiborne, Inc.

681,260

28,347

TOTAL CONSUMER DISCRETIONARY

1,805,075

CONSUMER STAPLES - 4.0%

Beverages - 0.7%

Anheuser-Busch Companies, Inc.

2,003,500

88,855

Molson Coors Brewing Co. Class B

173,500

10,878

The Coca-Cola Co.

1,286,300

56,288

156,021

Food & Staples Retailing - 0.8%

CVS Corp.

1,296,700

40,237

Wal-Mart Stores, Inc.

3,302,700

162,988

203,225

Food Products - 0.2%

Corn Products International, Inc.

601,400

14,476

Kraft Foods, Inc. Class A

1,384,500

42,296

56,772

Household Products - 1.3%

Colgate-Palmolive Co.

3,420,200

181,065

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Household Products - continued

Kimberly-Clark Corp.

1,085,100

$ 69,186

Procter & Gamble Co.

1,042,720

58,007

308,258

Personal Products - 0.4%

Avon Products, Inc.

346,700

11,341

Gillette Co.

1,575,900

84,579

95,920

Tobacco - 0.6%

Altria Group, Inc.

2,129,140

142,567

TOTAL CONSUMER STAPLES

962,763

ENERGY - 8.2%

Energy Equipment & Services - 1.9%

Baker Hughes, Inc.

1,738,900

98,317

BJ Services Co.

725,100

44,224

Halliburton Co.

963,300

53,993

Noble Corp.

1,027,950

69,058

Schlumberger Ltd. (NY Shares)

2,371,490

198,589

464,181

Oil, Gas & Consumable Fuels - 6.3%

Apache Corp.

948,610

64,885

BP PLC sponsored ADR

3,521,426

231,992

Chevron Corp.

3,252,100

188,654

ConocoPhillips

461,000

28,854

El Paso Corp.

1,291,700

15,500

Exxon Mobil Corp.

10,106,224

593,723

Kerr-McGee Corp.

28,900

2,318

Statoil ASA

860,400

18,693

Total SA:

Series B

301,000

75,250

sponsored ADR

2,399,600

299,950

1,519,819

TOTAL ENERGY

1,984,000

FINANCIALS - 17.0%

Capital Markets - 2.9%

Bank of New York Co., Inc.

4,226,500

130,092

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Capital Markets - continued

Charles Schwab Corp.

6,979,700

$ 95,622

Janus Capital Group, Inc.

3,251,200

48,833

Lazard Ltd. Class A

115,420

2,754

Mellon Financial Corp.

2,281,600

69,498

Merrill Lynch & Co., Inc.

2,163,700

127,182

Morgan Stanley

2,900,240

153,858

Nomura Holdings, Inc.

2,384,000

28,346

Nuveen Investments, Inc. Class A

529,000

20,102

State Street Corp.

523,000

26,014

702,301

Commercial Banks - 4.3%

Bank of America Corp.

10,465,924

456,314

Comerica, Inc.

796,400

48,660

Kookmin Bank sponsored ADR

544,600

28,690

Lloyds TSB Group PLC

3,077,099

26,067

Royal Bank of Scotland Group PLC

849,444

25,290

State Bank of India

636,977

13,489

U.S. Bancorp, Delaware

2,393,750

71,956

Wachovia Corp.

4,278,241

215,538

Wells Fargo & Co.

2,475,000

151,817

1,037,821

Consumer Finance - 0.6%

American Express Co.

1,725,901

94,925

MBNA Corp.

1,723,500

43,363

138,288

Diversified Financial Services - 3.0%

CIT Group, Inc.

1,095,000

48,333

Citigroup, Inc.

8,408,892

365,787

JPMorgan Chase & Co.

9,331,652

327,914

742,034

Insurance - 4.6%

ACE Ltd.

2,932,177

135,496

Allianz AG sponsored ADR

1,510,000

19,222

Allstate Corp.

2,192,100

134,288

American International Group, Inc.

6,303,037

379,443

Conseco, Inc. (a)

404,000

8,811

Genworth Financial, Inc. Class A (non-vtg.)

1,861,200

58,367

Hartford Financial Services Group, Inc.

1,495,000

120,452

Marsh & McLennan Companies, Inc.

1,069,000

30,969

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Insurance - continued

MBIA, Inc.

128,400

$ 7,799

MetLife, Inc. unit

1,144,400

31,666

PartnerRe Ltd.

534,800

34,666

The St. Paul Travelers Companies, Inc.

3,428,237

150,911

XL Capital Ltd. Class A

273,500

19,643

1,131,733

Real Estate - 0.2%

CarrAmerica Realty Corp.

210,860

8,190

Equity Office Properties Trust

688,830

24,419

Equity Residential (SBI)

231,000

9,332

41,941

Thrifts & Mortgage Finance - 1.4%

Fannie Mae

3,641,950

203,439

Freddie Mac

892,900

56,503

Housing Development Finance Corp. Ltd.

1,659,200

35,361

Sovereign Bancorp, Inc.

1,959,050

46,998

342,301

TOTAL FINANCIALS

4,136,419

HEALTH CARE - 4.7%

Biotechnology - 0.0%

Chiron Corp. (a)

173,100

6,271

Health Care Equipment & Supplies - 0.7%

Baxter International, Inc.

3,820,900

150,047

Thermo Electron Corp. (a)

724,240

21,626

171,673

Health Care Providers & Services - 0.5%

Cardinal Health, Inc.

950,400

56,625

Health Net, Inc. (a)

172,900

6,709

McKesson Corp.

343,000

15,435

Tenet Healthcare Corp. (a)

2,828,100

34,333

113,102

Pharmaceuticals - 3.5%

Abbott Laboratories

1,025,100

47,800

Bristol-Myers Squibb Co.

3,395,900

84,830

GlaxoSmithKline PLC sponsored ADR

586,500

27,824

Johnson & Johnson

2,796,100

178,839

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Merck & Co., Inc.

3,099,500

$ 96,270

Novartis AG sponsored ADR

230,800

11,242

Pfizer, Inc.

5,882,400

155,884

Schering-Plough Corp.

5,143,100

107,079

Wyeth

2,927,800

133,947

843,715

TOTAL HEALTH CARE

1,134,761

INDUSTRIALS - 6.9%

Aerospace & Defense - 2.2%

EADS NV

2,091,016

70,305

Honeywell International, Inc.

4,005,600

157,340

Lockheed Martin Corp.

1,719,700

107,309

Northrop Grumman Corp.

1,325,060

73,475

The Boeing Co.

929,600

61,363

United Technologies Corp.

1,135,400

57,565

527,357

Airlines - 0.0%

Continental Airlines, Inc. Class B (a)

1,143

18

Commercial Services & Supplies - 0.3%

Cendant Corp.

744,200

15,896

Waste Management, Inc.

1,884,500

52,992

68,888

Construction & Engineering - 0.1%

Fluor Corp.

241,200

15,389

Electrical Equipment - 0.3%

ABB Ltd. sponsored ADR (a)

2,866,500

19,521

Emerson Electric Co.

804,200

52,916

72,437

Industrial Conglomerates - 1.9%

3M Co.

455,800

34,185

General Electric Co.

6,566,300

226,537

Textron, Inc.

461,300

34,215

Tyco International Ltd.

5,649,424

172,138

467,075

Machinery - 1.5%

Caterpillar, Inc.

1,049,000

56,552

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Machinery - continued

Dover Corp.

1,786,600

$ 73,715

Illinois Tool Works, Inc.

206,800

17,712

Ingersoll-Rand Co. Ltd. Class A

1,225,300

95,782

Navistar International Corp. (a)

692,405

23,646

SPX Corp.

2,078,500

101,597

369,004

Road & Rail - 0.6%

Burlington Northern Santa Fe Corp.

1,427,400

77,436

Union Pacific Corp.

1,014,500

71,329

148,765

Trading Companies & Distributors - 0.0%

WESCO International, Inc. (a)

431,900

14,711

TOTAL INDUSTRIALS

1,683,644

INFORMATION TECHNOLOGY - 5.6%

Communications Equipment - 0.9%

Avaya, Inc. (a)

1,867,700

19,293

Cisco Systems, Inc. (a)

2,232,800

42,758

Lucent Technologies, Inc. (a)

6,559,400

19,219

Lucent Technologies, Inc. warrants 12/10/07 (a)

10,603

8

Motorola, Inc.

5,108,353

108,195

Nokia Corp. sponsored ADR

1,605,900

25,614

215,087

Computers & Peripherals - 1.1%

Hewlett-Packard Co.

5,200,302

128,031

International Business Machines Corp.

1,400,900

116,919

Sun Microsystems, Inc. (a)

5,462,925

20,978

265,928

Electronic Equipment & Instruments - 0.7%

Agilent Technologies, Inc. (a)

1,954,000

51,273

Arrow Electronics, Inc. (a)

1,120,700

33,643

Avnet, Inc. (a)

2,134,470

55,880

Solectron Corp. (a)

7,943,700

30,504

Tektronix, Inc.

260,460

6,527

177,827

IT Services - 0.3%

Ceridian Corp. (a)

1,469,200

30,750

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

IT Services - continued

Electronic Data Systems Corp.

490,800

$ 10,096

MoneyGram International, Inc.

1,590,900

33,473

74,319

Office Electronics - 0.1%

Xerox Corp. (a)

2,857,200

37,744

Semiconductors & Semiconductor Equipment - 1.8%

Analog Devices, Inc.

1,832,100

71,818

Applied Materials, Inc.

3,002,300

55,422

Freescale Semiconductor, Inc.:

Class A

143,500

3,662

Class B

2,229,938

57,421

Intel Corp.

5,231,400

141,980

Micron Technology, Inc. (a)

2,404,100

28,561

National Semiconductor Corp.

1,058,900

26,165

Samsung Electronics Co. Ltd.

62,990

34,779

Teradyne, Inc. (a)

516,400

8,020

427,828

Software - 0.7%

Citrix Systems, Inc. (a)

897,056

21,377

Microsoft Corp.

5,217,200

133,612

Symantec Corp. (a)

804,767

17,681

172,670

TOTAL INFORMATION TECHNOLOGY

1,371,403

MATERIALS - 3.5%

Chemicals - 1.6%

Air Products & Chemicals, Inc.

544,500

32,539

Albemarle Corp.

257,100

9,796

Arch Chemicals, Inc.

531,200

13,678

Ashland, Inc.

172,500

10,600

Celanese Corp. Class A

853,500

16,063

Chemtura Corp.

1,530,451

24,089

Dow Chemical Co.

2,125,900

101,937

E.I. du Pont de Nemours & Co.

173,300

7,396

Eastman Chemical Co.

516,600

28,614

Georgia Gulf Corp.

577,240

18,316

Lubrizol Corp.

292,100

12,852

Lyondell Chemical Co.

2,705,444

75,590

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - continued

Chemicals - continued

PolyOne Corp. (a)

1,773,200

$ 12,661

Praxair, Inc.

603,600

29,812

393,943

Containers & Packaging - 0.2%

Amcor Ltd.

2,432,300

12,908

Smurfit-Stone Container Corp. (a)

3,485,607

42,280

55,188

Metals & Mining - 0.9%

Alcan, Inc.

1,278,500

43,231

Alcoa, Inc.

3,516,300

98,632

Freeport-McMoRan Copper & Gold, Inc. Class B

1,111,066

44,754

Phelps Dodge Corp.

302,600

32,212

218,829

Paper & Forest Products - 0.8%

Bowater, Inc.

574,900

19,437

Georgia-Pacific Corp.

1,708,600

58,349

International Paper Co.

1,766,900

55,834

Weyerhaeuser Co.

679,400

46,865

180,485

TOTAL MATERIALS

848,445

TELECOMMUNICATION SERVICES - 3.7%

Diversified Telecommunication Services - 3.4%

BellSouth Corp.

7,295,070

201,344

Consolidated Communications Holdings, Inc.

545,500

7,942

New Skies Satellites Holdings Ltd.

307,600

6,367

Philippine Long Distance Telephone Co. sponsored ADR

888,300

25,823

Qwest Communications International, Inc. (a)

6,702,500

25,604

SBC Communications, Inc.

11,032,087

269,735

Sprint Corp.

1,573,800

42,335

Telewest Global, Inc. (a)

1,020,000

22,787

Verizon Communications, Inc.

6,318,100

216,269

818,206

Wireless Telecommunication Services - 0.3%

Crown Castle International Corp. (a)

1,364,700

29,696

Common Stocks - continued

Shares

Value (Note 1)
(000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

DigitalGlobe, Inc. (a)(f)

15,842

$ 16

Vodafone Group PLC sponsored ADR

2,030,600

52,450

82,162

TOTAL TELECOMMUNICATION SERVICES

900,368

UTILITIES - 2.1%

Electric Utilities - 0.4%

Entergy Corp.

1,031,800

80,418

PG&E Corp.

404,000

15,203

95,621

Independent Power Producers & Energy Traders - 0.4%

Duke Energy Corp.

1,290,400

38,118

TXU Corp.

618,019

53,545

91,663

Multi-Utilities - 1.3%

Aquila, Inc. (a)

1,155,384

4,298

CMS Energy Corp. (a)

514,500

8,150

Dominion Resources, Inc.

1,570,000

115,960

NorthWestern Energy Corp.

576,600

18,221

Public Service Enterprise Group, Inc.

1,379,000

88,670

Wisconsin Energy Corp.

1,914,700

76,875

312,174

TOTAL UTILITIES

499,458

TOTAL COMMON STOCKS

(Cost $12,160,097)

15,326,336

Preferred Stocks - 0.7%

Convertible Preferred Stocks - 0.6%

CONSUMER DISCRETIONARY - 0.1%

Automobiles - 0.1%

General Motors Corp.:

Series B, 5.25%

501,100

9,852

Series C, 6.25%

369,100

8,194

18,046

Preferred Stocks - continued

Shares

Value (Note 1)
(000s)

Convertible Preferred Stocks - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - 0.0%

Six Flags, Inc. 7.25% PIERS

485,200

$ 10,383

TOTAL CONSUMER DISCRETIONARY

28,429

FINANCIALS - 0.3%

Capital Markets - 0.0%

State Street Corp. 6.75%

36,750

8,130

Consumer Finance - 0.1%

Ford Motor Co. Capital Trust II 6.50%

561,900

23,401

Insurance - 0.2%

Conseco, Inc. Series B, 5.50%

194,000

5,285

The Chubb Corp.:

7.00%

227,700

7,356

Series B, 7.00%

173,900

5,634

Travelers Property Casualty Corp. 4.50%

289,800

6,920

XL Capital Ltd. 6.50%

649,600

15,055

40,250

TOTAL FINANCIALS

71,781

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.0%

Baxter International, Inc. 7.00%

215,800

12,216

Pharmaceuticals - 0.1%

Schering-Plough Corp. 6.00%

255,700

13,930

TOTAL HEALTH CARE

26,146

INFORMATION TECHNOLOGY - 0.1%

Office Electronics - 0.1%

Xerox Corp. Series C, 6.25%

198,572

22,787

MATERIALS - 0.0%

Chemicals - 0.0%

Celanese Corp. 4.25%

8,700

242

Preferred Stocks - continued

Shares

Value (Note 1)
(000s)

Convertible Preferred Stocks - continued

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Cincinnati Bell, Inc. Series B, 6.75%

96,900

$ 4,191

TOTAL CONVERTIBLE PREFERRED STOCKS

153,576

Nonconvertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Spanish Broadcasting System, Inc. Class B, 10.75%

1,499

1,641

FINANCIALS - 0.1%

Thrifts & Mortgage Finance - 0.1%

Fannie Mae 7.00%

84,400

4,693

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

Fresenius Medical Care Capital Trust II 7.875%

3,790

4,012

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

PTV, Inc. Series A, 10.00%

187

0

UTILITIES - 0.0%

Electric Utilities - 0.0%

Entergy Gulf States, Inc. Series A, adj. rate

20,721

2,095

TOTAL NONCONVERTIBLE PREFERRED STOCKS

12,441

TOTAL PREFERRED STOCKS

(Cost $170,367)

166,017

Corporate Bonds - 11.3%

Principal
Amount (000s)

Value (Note 1)
(000s)

Convertible Bonds - 0.3%

CONSUMER DISCRETIONARY - 0.2%

Hotels, Restaurants & Leisure - 0.0%

Royal Caribbean Cruises Ltd. liquid yield option note 0% 2/2/21

$ 15,280

$ 8,221

Six Flags, Inc. 4.5% 5/15/15

4,900

5,164

13,385

Media - 0.2%

Liberty Media Corp.:

4% 11/15/29 (f)

17,982

11,243

3.5% 1/15/31 (f)

14,140

13,857

News America, Inc. liquid yield option note 0% 2/28/21 (f)

28,330

16,403

41,503

TOTAL CONSUMER DISCRETIONARY

54,888

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

Navistar Financial Corp. 4.75% 4/1/09 (f)

3,320

3,169

INDUSTRIALS - 0.0%

Industrial Conglomerates - 0.0%

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

7,030

10,059

INFORMATION TECHNOLOGY - 0.0%

Semiconductors & Semiconductor Equipment - 0.0%

Atmel Corp. 0% 5/23/21

9,100

4,254

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.1%

Level 3 Communications, Inc. 5.25% 12/15/11 (f)

16,070

11,161

TOTAL CONVERTIBLE BONDS

83,531

Nonconvertible Bonds - 11.0%

CONSUMER DISCRETIONARY - 1.7%

Auto Components - 0.1%

Goodyear Tire & Rubber Co. 9% 7/1/15 (f)

5,000

5,050

Keystone Automotive Operations, Inc. 9.75% 11/1/13

810

826

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Auto Components - continued

Tenneco Automotive, Inc. 8.625% 11/15/14

$ 1,450

$ 1,504

Visteon Corp. 7.95% 8/1/05

7,000

7,000

14,380

Automobiles - 0.1%

Ford Motor Co. 7.45% 7/16/31

11,100

9,411

General Motors Corp.:

7.2% 1/15/11

8,300

7,947

8.375% 7/15/33

4,250

3,836

21,194

Diversified Consumer Services - 0.0%

Service Corp. International (SCI):

6.5% 3/15/08

1,860

1,907

7% 6/15/17 (f)

3,100

3,181

7.7% 4/15/09

5,595

5,966

11,054

Hotels, Restaurants & Leisure - 0.4%

Carrols Corp. 9% 1/15/13 (f)

2,385

2,474

Chukchansi Economic Development Authority 14.5% 6/15/09 (f)

2,070

2,525

Gaylord Entertainment Co.:

6.75% 11/15/14

1,900

1,886

8% 11/15/13

1,450

1,546

MGM MIRAGE:

6% 10/1/09

420

421

6.75% 9/1/12

2,000

2,065

8.5% 9/15/10

6,840

7,550

Mohegan Tribal Gaming Authority:

6.875% 2/15/15

2,840

2,936

7.125% 8/15/14

3,000

3,150

Morton's Restaurant Group, Inc. 7.5% 7/1/10

6,890

6,856

Penn National Gaming, Inc.:

6.75% 3/1/15 (f)

2,160

2,176

8.875% 3/15/10

5,115

5,441

Six Flags, Inc. 9.75% 4/15/13

1,585

1,545

Starwood Hotels & Resorts Worldwide, Inc.:

7.375% 5/1/07

4,705

4,893

7.875% 5/1/12

2,675

3,003

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Sun International Hotels Ltd./Sun International North America, Inc. 8.875% 8/15/11

$ 6,855

$ 7,326

Town Sports International Holdings, Inc. 0% 2/1/14 (d)

10,580

7,300

Town Sports International, Inc. 9.625% 4/15/11

5,770

6,116

Universal City Development Partners Ltd./UCDP Finance, Inc. 11.75% 4/1/10

6,660

7,651

Virgin River Casino Corp./RBG LLC/B&BB, Inc.:

0% 1/15/13 (d)(f)

1,610

1,143

9% 1/15/12 (f)

2,940

3,087

Waterford Gaming LLC/Waterford Gaming Finance Corp. 8.625% 9/15/12 (f)

1,021

1,103

Wheeling Island Gaming, Inc. 10.125% 12/15/09

2,155

2,284

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 6.625% 12/1/14

4,000

3,900

88,377

Household Durables - 0.1%

Beazer Homes USA, Inc. 8.625% 5/15/11

3,140

3,336

Goodman Global Holdings, Inc.:

6.41% 6/15/12 (f)(h)

4,770

4,770

7.875% 12/15/12 (f)

4,325

4,109

Ryland Group, Inc. 9.125% 6/15/11

3,580

3,866

Sealy Mattress Co. 8.25% 6/15/14

3,000

3,195

Standard Pacific Corp. 9.25% 4/15/12

1,815

2,024

Technical Olympic USA, Inc.:

7.5% 3/15/11

5,000

4,725

9% 7/1/10

3,435

3,590

29,615

Media - 1.0%

AOL Time Warner, Inc. 6.875% 5/1/12

9,230

10,280

British Sky Broadcasting Group PLC (BSkyB) yankee 8.2% 7/15/09

21,300

23,734

Cablevision Systems Corp. 8% 4/15/12

4,950

4,962

CanWest Media, Inc. 8% 9/15/12

1,160

1,238

Charter Communications Holding II LLC/Charter Communications Holdings II Capital Corp. 10.25% 9/15/10

5,554

5,735

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 10.75% 10/1/09

1,935

1,592

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Charter Communications Operating LLC/Charter Communications Operating Capital Corp. 8.375% 4/30/14 (f)

$ 5,000

$ 5,044

Corus Entertainment, Inc. 8.75% 3/1/12

5,560

6,019

Cox Communications, Inc. 4.625% 6/1/13

17,100

16,345

CSC Holdings, Inc.:

7.625% 4/1/11

3,440

3,474

7.875% 2/15/18

535

533

Dex Media West LLC/Dex Media West Finance Co.:

8.5% 8/15/10

1,630

1,773

9.875% 8/15/13

1,865

2,117

Dex Media, Inc.:

0% 11/15/13 (d)

7,140

5,837

8% 11/15/13

1,750

1,873

EchoStar DBS Corp.:

6.375% 10/1/11

8,000

7,960

6.625% 10/1/14

3,500

3,470

Entercom Radio LLC/Entercom Capital, Inc. 7.625% 3/1/14

2,515

2,628

Entravision Communications Corp. 8.125% 3/15/09

4,530

4,711

Granite Broadcasting Corp. 9.75% 12/1/10

1,990

1,846

Houghton Mifflin Co.:

0% 10/15/13 (d)

4,375

3,423

8.25% 2/1/11

8,155

8,563

9.875% 2/1/13

7,910

8,622

iesy Repository Gmbh 10.375% 2/15/15 (f)

4,630

4,676

Lamar Media Corp. 7.25% 1/1/13

1,290

1,361

LBI Media Holdings, Inc. 0% 10/15/13 (d)

4,450

3,360

LBI Media, Inc. 10.125% 7/15/12

4,060

4,425

Liberty Media Corp.:

5.7% 5/15/13

2,950

2,730

8.25% 2/1/30

10,280

10,373

Muzak LLC/Muzak Finance Corp. 10% 2/15/09

2,115

1,890

News America Holdings, Inc. 7.75% 12/1/45

16,087

19,484

News America, Inc. 6.2% 12/15/34

7,910

8,220

Nexstar Broadcasting, Inc. 7% 1/15/14 (f)

4,000

3,720

Nextmedia Operating, Inc. 10.75% 7/1/11

3,345

3,629

PanAmSat Corp.:

6.375% 1/15/08

2,720

2,781

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

PanAmSat Corp.: - continued

9% 8/15/14

$ 4,264

$ 4,701

R.H. Donnelley Corp. 6.875% 1/15/13

6,000

6,165

Radio One, Inc. 8.875% 7/1/11

9,005

9,658

Rainbow National LLC & RNS Co. Corp.:

8.75% 9/1/12 (f)

4,000

4,400

10.375% 9/1/14 (f)

12,000

13,830

Yell Finance BV 10.75% 8/1/11

3,954

4,428

241,610

Specialty Retail - 0.0%

Nebraska Book Co., Inc. 8.625% 3/15/12

4,380

4,172

Textiles, Apparel & Luxury Goods - 0.0%

American Achievement Corp. 8.25% 4/1/12

5,000

5,200

Jostens IH Corp. 7.625% 10/1/12

1,430

1,455

Levi Strauss & Co. 12.25% 12/15/12

4,780

5,389

12,044

TOTAL CONSUMER DISCRETIONARY

422,446

CONSUMER STAPLES - 0.2%

Beverages - 0.1%

FBG Finance Ltd. 5.125% 6/15/15 (f)

6,585

6,470

Miller Brewing Co. 5.5% 8/15/13 (f)

3,275

3,365

9,835

Food & Staples Retailing - 0.0%

Ahold Finance USA, Inc. 8.25% 7/15/10

7,780

8,519

Food Products - 0.0%

Doane Pet Care Co.:

9.75% 5/15/07

1,065

1,049

10.75% 3/1/10

3,115

3,364

Pierre Foods, Inc. 9.875% 7/15/12

3,190

3,334

7,747

Personal Products - 0.0%

Revlon Consumer Products Corp. 9.5% 4/1/11

5,000

4,800

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Tobacco - 0.1%

Altria Group, Inc. 7% 11/4/13

$ 18,105

$ 19,841

TOTAL CONSUMER STAPLES

50,742

ENERGY - 1.0%

Energy Equipment & Services - 0.2%

Cooper Cameron Corp. 2.65% 4/15/07

6,550

6,325

Diamond Offshore Drilling, Inc. 4.875% 7/1/15 (f)

4,615

4,521

Dresser-Rand Group, Inc. 7.375% 11/1/14 (f)

1,790

1,875

Hanover Compressor Co. 9% 6/1/14

1,890

2,060

Petronas Capital Ltd. 7% 5/22/12 (f)

28,745

32,245

Pride International, Inc. 7.375% 7/15/14

3,000

3,285

50,311

Oil, Gas & Consumable Fuels - 0.8%

ANR Pipeline, Inc. 8.875% 3/15/10

6,360

6,932

Arch Western Finance LLC 6.75% 7/1/13

4,960

5,134

Canadian Oil Sands Ltd. 4.8% 8/10/09 (f)

8,945

8,885

Chesapeake Energy Corp.:

6.375% 6/15/15

4,000

4,100

6.625% 1/15/16 (f)

4,000

4,140

El Paso Corp. 7.875% 6/15/12

3,410

3,563

El Paso Energy Corp.:

6.95% 12/15/07

3,730

3,777

7.375% 12/15/12

2,640

2,676

7.8% 8/1/31

1,020

1,023

8.05% 10/15/30

655

671

EnCana Holdings Finance Corp. 5.8% 5/1/14

11,285

11,906

Encore Acquisition Co. 8.375% 6/15/12

3,510

3,887

Enterprise Products Operating LP 5.75% 3/1/35 (f)

8,260

7,898

EXCO Resources, Inc. 7.25% 1/15/11

1,120

1,148

Foundation Pennsylvania Coal Co. 7.25% 8/1/14

1,810

1,910

General Maritime Corp. 10% 3/15/13

4,705

5,140

Kinder Morgan Energy Partners LP 5.8% 3/15/35

3,505

3,485

Luscar Coal Ltd. 9.75% 10/15/11

2,930

3,208

Nexen, Inc. 5.875% 3/10/35

14,930

14,807

Pemex Project Funding Master Trust:

6.125% 8/15/08

10,750

11,019

7.375% 12/15/14

8,620

9,525

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Pemex Project Funding Master Trust: - continued

8.625% 2/1/22

$ 2,000

$ 2,430

Plains Exploration & Production Co. 8.75% 7/1/12

5,490

5,984

Range Resources Corp. 7.375% 7/15/13

1,330

1,416

Ship Finance International Ltd. 8.5% 12/15/13

10,070

9,642

Teekay Shipping Corp. 8.875% 7/15/11

10,030

11,484

The Coastal Corp.:

6.375% 2/1/09

1,285

1,266

6.5% 5/15/06

3,325

3,350

6.5% 6/1/08

3,245

3,225

6.95% 6/1/28

180

162

7.75% 6/15/10

6,680

6,872

Vintage Petroleum, Inc. 8.25% 5/1/12

2,200

2,382

Williams Co., Inc. Credit Linked Certificate Trust III 6.75% 4/15/09 (f)

3,270

3,405

Williams Companies, Inc.:

7.125% 9/1/11

8,615

9,390

7.5% 1/15/31

2,171

2,415

7.625% 7/15/19

2,750

3,142

8.125% 3/15/12

10,630

12,278

193,677

TOTAL ENERGY

243,988

FINANCIALS - 2.7%

Capital Markets - 0.3%

Bank of New York Co., Inc.:

3.4% 3/15/13 (h)

5,300

5,112

4.25% 9/4/12 (h)

6,980

6,924

Bear Stearns Companies, Inc. 4.55% 6/23/10

7,670

7,604

Equinox Holdings Ltd. 9% 12/15/09

5,490

5,710

Goldman Sachs Group, Inc. 5.125% 1/15/15

30,120

30,171

Legg Mason, Inc. 6.75% 7/2/08

4,110

4,366

Morgan Stanley 6.6% 4/1/12

10,695

11,665

71,552

Commercial Banks - 0.4%

Bank of America Corp. 4.5% 8/1/10

18,000

17,888

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Commercial Banks - continued

Export-Import Bank of Korea:

4.125% 2/10/09 (f)

$ 2,670

$ 2,616

5.25% 2/10/14 (f)

4,620

4,672

Korea Development Bank:

3.875% 3/2/09

15,285

14,846

4.75% 7/20/09

6,050

6,049

5.75% 9/10/13

10,125

10,602

Wachovia Bank NA 4.875% 2/1/15

16,500

16,377

Wells Fargo & Co.:

4% 9/10/12 (h)

4,870

4,797

4.2% 1/15/10

17,430

17,172

95,019

Consumer Finance - 0.6%

Capital One Bank 4.875% 5/15/08

4,045

4,067

Ford Motor Credit Co.:

6.625% 6/16/08

6,000

6,000

7.25% 10/25/11

15,000

14,763

7.375% 10/28/09

25,015

24,959

General Electric Capital Corp.:

6% 6/15/12

7,100

7,595

6.125% 2/22/11

16,000

17,055

General Motors Acceptance Corp.:

4.145% 5/18/06 (h)

11,000

10,958

6.75% 1/15/06

5,000

5,039

6.875% 9/15/11

15,715

15,167

8% 11/1/31

7,000

6,790

Household Finance Corp.:

4.125% 11/16/09

16,305

15,922

7% 5/15/12

2,595

2,891

MBNA Corp. 7.5% 3/15/12

4,845

5,546

Triad Acquisition Corp. 11.125% 5/1/13 (f)

5,050

5,202

141,954

Diversified Financial Services - 0.3%

CCO Holdings LLC/CCO Holdings Capital Corp.:

7.535% 12/15/10 (f)(h)

4,000

3,940

8.75% 11/15/13

4,000

3,970

Citigroup, Inc.:

4.625% 8/3/10

6,570

6,566

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financial Services - continued

Citigroup, Inc.: - continued

5% 9/15/14

$ 18,000

$ 18,023

Global Cash Access LLC/Global Cash Access Finance Corp. 8.75% 3/15/12

1,040

1,125

JPMorgan Chase & Co. 4.875% 3/15/14

8,985

8,882

JPMorgan Chase Capital XVII 5.85% 8/1/35

11,300

11,215

Mizuho Financial Group Cayman Ltd. 5.79% 4/15/14 (f)

15,915

16,564

Refco Finance Holdings LLC/Refco Finance, Inc. 9% 8/1/12

3,090

3,337

Universal City Florida Holding Co. I/II 7.96% 5/1/10 (h)

1,540

1,609

75,231

Insurance - 0.2%

Aegon NV 4.75% 6/1/13

12,500

12,316

Assurant, Inc. 5.625% 2/15/14

3,895

4,017

Axis Capital Holdings Ltd. 5.75% 12/1/14

5,500

5,577

MetLife, Inc.:

5% 6/15/15

15,600

15,575

5.7% 6/15/35

7,300

7,388

Travelers Property Casualty Corp. 6.375% 3/15/33

4,345

4,582

Willis Group North America, Inc. 5.625% 7/15/15

5,810

5,759

55,214

Real Estate - 0.7%

American Real Estate Partners/American Real Estate Finance Corp.:

7.125% 2/15/13 (f)

3,840

3,840

8.125% 6/1/12

17,275

18,139

Boston Properties, Inc. 6.25% 1/15/13

3,600

3,832

BRE Properties, Inc. 4.875% 5/15/10

5,955

5,877

Camden Property Trust 5.875% 11/30/12

7,910

8,145

CarrAmerica Realty Corp. 5.25% 11/30/07

6,175

6,207

Colonial Properties Trust 4.75% 2/1/10

9,799

9,561

Crescent Real Estate Equities LP/Crescent Finance Co. 9.25% 4/15/09

8,440

8,820

Developers Diversified Realty Corp.:

3.875% 1/30/09

3,470

3,340

5% 5/3/10

6,015

5,990

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

Developers Diversified Realty Corp.: - continued

5.25% 4/15/11

$ 3,395

$ 3,413

EOP Operating LP:

4.65% 10/1/10

25,645

25,159

4.75% 3/15/14

11,100

10,759

7.75% 11/15/07

9,155

9,745

Gables Realty LP:

5% 3/15/10

3,720

3,643

5.75% 7/15/07

11,440

11,626

Healthcare Realty Trust, Inc. 5.125% 4/1/14

2,815

2,720

ProLogis 7.05% 7/15/06

10,000

10,200

Regency Centers LP 5.25% 8/1/15 (f)

6,475

6,435

Senior Housing Properties Trust 8.625% 1/15/12

5,910

6,664

Simon Property Group LP:

4.6% 6/15/10 (f)

5,280

5,196

5.1% 6/15/15 (f)

7,805

7,688

Ventas Realty LP/Ventas Capital Corp. 6.625% 10/15/14

3,440

3,526

180,525

Thrifts & Mortgage Finance - 0.2%

Countrywide Home Loans, Inc.:

3.25% 5/21/08

2,946

2,838

5.625% 5/15/07

12,000

12,219

Independence Community Bank Corp. 3.75% 4/1/14 (h)

5,365

5,157

Residential Capital Corp. 6.375% 6/30/10 (f)

4,090

4,155

Washington Mutual Bank 6.875% 6/15/11

8,300

9,099

Washington Mutual, Inc. 4.2% 1/15/10

3,745

3,663

37,131

TOTAL FINANCIALS

656,626

HEALTH CARE - 0.5%

Health Care Providers & Services - 0.5%

AmeriPath, Inc. 10.5% 4/1/13

3,960

4,000

AMR HoldCo, Inc./ EmCare HoldCo, Inc. 10% 2/15/15 (f)

4,520

4,836

Beverly Enterprises, Inc. 7.875% 6/15/14

1,500

1,635

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

Concentra Operating Corp. 9.125% 6/1/12

$ 4,060

$ 4,304

DaVita, Inc.:

6.625% 3/15/13 (f)

8,000

8,280

7.25% 3/15/15 (f)

10,520

10,888

HCA, Inc.:

6.95% 5/1/12

10,585

11,138

7.875% 2/1/11

5,000

5,442

8.75% 9/1/10

3,405

3,831

HealthSouth Corp.:

7.375% 10/1/06

3,000

3,038

7.625% 6/1/12

8,225

8,061

IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14

5,000

5,425

National Nephrology Associates, Inc. 9% 11/1/11 (f)

1,060

1,185

PacifiCare Health Systems, Inc. 10.75% 6/1/09

2,652

2,924

Psychiatric Solutions, Inc. 7.75% 7/15/15 (f)

3,725

3,818

Rural/Metro Corp. 9.875% 3/15/15 (f)

6,050

6,080

Tenet Healthcare Corp.:

7.375% 2/1/13

8,605

8,368

9.25% 2/1/15 (f)

10,000

10,350

U.S. Oncology, Inc. 9% 8/15/12

3,000

3,278

Vanguard Health Holding Co. I 0% 10/1/15 (d)

2,870

2,081

Vanguard Health Holding Co. II LLC 9% 10/1/14

5,500

5,995

114,957

INDUSTRIALS - 0.7%

Aerospace & Defense - 0.1%

Alliant Techsystems, Inc. 8.5% 5/15/11

2,735

2,906

Bombardier, Inc.:

6.3% 5/1/14 (f)

10,420

9,795

7.45% 5/1/34 (f)

2,340

2,036

Orbimage Holdings, Inc. 13.19% 7/1/12 (f)(h)

2,180

2,322

Transdigm, Inc. 8.375% 7/15/11

1,340

1,420

18,479

Airlines - 0.2%

American Airlines, Inc. pass thru trust certificates:

6.855% 10/15/10

155

160

6.978% 10/1/12

1,963

2,041

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Airlines - continued

American Airlines, Inc. pass thru trust certificates: - continued

7.024% 4/15/11

$ 5,300

$ 5,509

7.8% 4/1/08

1,130

1,090

AMR Corp.:

9% 8/1/12

1,260

1,008

10.2% 3/15/20

3,445

2,412

Continental Airlines, Inc. pass thru trust certificates:

6.541% 9/15/09

117

108

6.648% 3/15/19

1,446

1,425

6.748% 9/15/18

243

206

6.795% 2/2/20

1,213

1,043

6.8% 7/2/07

73

66

6.9% 7/2/18

2,090

1,797

6.9% 7/2/19

3,601

3,610

7.056% 3/15/11

3,670

3,810

8.312% 10/2/12

1,129

926

8.388% 5/1/22

126

107

Delta Air Lines, Inc.:

equipment trust certificates 8.54% 1/2/07

256

166

7.9% 12/15/09

465

126

9.5% 11/18/08 (f)

2,227

1,782

Delta Air Lines, Inc. pass thru trust certificates:

7.57% 11/18/10

10,870

10,109

7.711% 9/18/11

6,695

3,883

7.779% 11/18/05

183

110

7.92% 5/18/12

10,245

6,045

Northwest Airlines Corp. 10% 2/1/09

5,360

2,546

Northwest Airlines, Inc. pass thru trust certificates:

6.81% 2/1/20

1,134

1,000

7.248% 7/2/14

1,736

846

7.575% 3/1/19

814

814

7.691% 4/1/17

139

97

7.95% 9/1/16

140

109

8.304% 9/1/10

987

787

NWA Trust 10.23% 6/21/14

906

707

54,445

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Building Products - 0.0%

Jacuzzi Brands, Inc. 9.625% 7/1/10

$ 2,530

$ 2,783

Nortek, Inc. 8.5% 9/1/14

3,860

3,744

6,527

Commercial Services & Supplies - 0.1%

ALH Finance LLC/ALH Finance Corp. 8.5% 1/15/13

200

193

Allied Security Escrow Corp. 11.375% 7/15/11

5,320

5,214

Allied Waste North America, Inc. 8.5% 12/1/08

4,340

4,563

Browning-Ferris Industries, Inc. 9.25% 5/1/21

1,350

1,370

FTI Consulting, Inc. 7.625% 6/15/13 (f)

920

934

R.H. Donnelley Finance Corp. I:

8.875% 12/15/10 (f)

1,390

1,505

10.875% 12/15/12 (f)

2,170

2,517

16,296

Industrial Conglomerates - 0.1%

Hutchison Whampoa International 03/33 Ltd. 7.45% 11/24/33 (f)

12,000

13,927

Machinery - 0.1%

Accuride Corp. 8.5% 2/1/15

4,540

4,722

Commercial Vehicle Group, Inc. 8% 7/1/13 (f)

1,730

1,799

Cummins, Inc. 9.5% 12/1/10 (h)

1,230

1,365

Invensys PLC 9.875% 3/15/11 (f)

4,880

4,856

Navistar International Corp.:

6.25% 3/1/12

3,190

3,142

7.5% 6/15/11

970

994

16,878

Marine - 0.0%

American Commercial Lines LLC/ACL Finance Corp. 9.5% 2/15/15

8,060

8,785

H-Lines Finance Holding Corp. 0% 4/1/13 (d)(f)

1,260

1,011

Horizon Lines LLC/Holdings Corp. 9% 11/1/12 (f)

1,110

1,193

10,989

Road & Rail - 0.1%

Kansas City Southern Railway Co.:

7.5% 6/15/09

8,005

8,245

9.5% 10/1/08

460

500

Progress Rail Services Corp./Progress Metal Reclamation Co. 7.75% 4/1/12 (f)

5,000

5,113

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Road & Rail - continued

TFM SA de CV:

9.375% 5/1/12 (f)

$ 4,220

$ 4,515

yankee 10.25% 6/15/07

5,990

6,379

24,752

Trading Companies & Distributors - 0.0%

Ashtead Holdings PLC 8.625% 8/1/15 (f)(g)

1,490

1,542

Neff Rent LLC/Neff Finance Corp. 11.25% 6/15/12 (f)

5,720

5,920

7,462

TOTAL INDUSTRIALS

169,755

INFORMATION TECHNOLOGY - 0.4%

Communications Equipment - 0.1%

L-3 Communications Corp. 6.375% 10/15/15 (f)

4,820

4,874

Motorola, Inc. 8% 11/1/11

13,905

16,154

Nortel Networks Corp. 6.125% 2/15/06

9,900

9,950

30,978

Computers & Peripherals - 0.0%

Sun Microsystems, Inc. 7.65% 8/15/09

7,000

7,566

Electronic Equipment & Instruments - 0.0%

Itron, Inc. 7.75% 5/15/12

860

884

IT Services - 0.2%

Iron Mountain, Inc.:

6.625% 1/1/16

7,000

6,615

8.25% 7/1/11

815

831

8.625% 4/1/13

370

389

SunGard Data Systems, Inc.:

4.875% 1/15/14

8,115

7,101

8.5248% 8/15/13 (f)(g)(h)

3,550

3,674

9.125% 8/15/13 (f)(g)

6,630

6,879

10.25% 8/15/15 (f)(g)

10,170

10,551

36,040

Office Electronics - 0.1%

Xerox Corp.:

6.875% 8/15/11

6,000

6,285

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Office Electronics - continued

Xerox Corp.: - continued

7.125% 6/15/10

$ 4,270

$ 4,526

7.625% 6/15/13

7,130

7,593

18,404

Semiconductors & Semiconductor Equipment - 0.0%

Freescale Semiconductor, Inc. 6.3488% 7/15/09 (h)

5,000

5,163

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co. 6.66% 12/15/11 (f)(h)

3,685

3,685

Semiconductor Note Participation Trust 0% 8/4/11 (f)

990

1,485

10,333

TOTAL INFORMATION TECHNOLOGY

104,205

MATERIALS - 0.6%

Chemicals - 0.2%

BCP Crystal U.S. Holdings Corp. 9.625% 6/15/14

6,500

7,345

Borden US Finance Corp./Nova Scotia Finance ULC 9% 7/15/14 (f)

2,600

2,678

Compass Minerals Group, Inc. 10% 8/15/11

3,770

4,128

Crystal US Holding 3 LLC/Crystal US Sub 3 Corp. Series A, 0% 10/1/14 (d)

4

3

Equistar Chemicals LP/Equistar Funding Corp. 10.625% 5/1/11

4,160

4,628

Huntsman Advanced Materials LLC:

11% 7/15/10

1,840

2,107

11.83% 7/15/08 (h)

1,160

1,218

Huntsman ICI Chemicals LLC 10.125% 7/1/09

1,267

1,305

Innophos, Inc. 8.875% 8/15/14 (f)

6,730

6,915

Koppers, Inc. 9.875% 10/15/13

1,060

1,171

Lyondell Chemical Co. 9.5% 12/15/08

6,040

6,448

Nalco Co. 7.75% 11/15/11

2,060

2,194

PAHC Holdings Corp. 15% 2/1/10 pay-in-kind

3,000

3,000

Rhodia SA 10.25% 6/1/10

9,000

9,653

52,793

Construction Materials - 0.0%

Texas Industries, Inc. 7.25% 7/15/13 (f)

790

833

Containers & Packaging - 0.2%

BWAY Corp. 10% 10/15/10

840

890

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Containers & Packaging - continued

Crown Cork & Seal, Inc. 7.375% 12/15/26

$ 2,590

$ 2,461

Crown European Holdings SA:

9.5% 3/1/11

2,500

2,756

10.875% 3/1/13

5,000

5,900

Graham Packaging Co. LP/ GPC Capital Corp. 8.5% 10/15/12 (f)

2,640

2,706

Jefferson Smurfit Corp. U.S. 8.25% 10/1/12

2,750

2,778

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14

2,390

2,426

7.75% 5/15/11

1,760

1,866

8.875% 2/15/09

9,730

10,289

Owens-Illinois, Inc.:

7.5% 5/15/10

770

804

7.8% 5/15/18

350

364

8.1% 5/15/07

1,630

1,695

Tekni-Plex, Inc. 10.875% 8/15/12 (f)

1,230

1,325

36,260

Metals & Mining - 0.2%

Compass Minerals International, Inc. 0% 12/15/12 (d)

4,550

3,981

Freeport-McMoRan Copper & Gold, Inc. 10.125% 2/1/10

8,480

9,434

Newmont Mining Corp. 5.875% 4/1/35

21,965

22,080

Novelis, Inc. 7.25% 2/15/15 (f)

5,000

5,100

Wise Metals Group LLC/Alloys Finance 10.25% 5/15/12

5,160

4,850

45,445

Paper & Forest Products - 0.0%

Buckeye Technologies, Inc. 8.5% 10/1/13

1,980

2,022

International Paper Co. 4.25% 1/15/09

1,960

1,915

Norske Skog Canada Ltd.:

7.375% 3/1/14

1,580

1,568

8.625% 6/15/11

510

530

Stone Container Corp. 9.75% 2/1/11

2,320

2,436

8,471

TOTAL MATERIALS

143,802

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - 1.8%

Diversified Telecommunication Services - 1.2%

AT&T Broadband Corp. 8.375% 3/15/13

$ 15,000

$ 18,032

British Telecommunications PLC:

8.375% 12/15/10

11,325

13,234

8.875% 12/15/30

3,080

4,322

Koninklijke KPN NV yankee 8% 10/1/10

10,550

12,032

KT Corp. 5.875% 6/24/14 (f)

5,495

5,762

MCI, Inc. 8.735% 5/1/14 (h)

12,325

13,804

Mobifon Holdings BV 12.5% 7/31/10

6,225

7,408

New Skies Satellites BV 9.125% 11/1/12

7,555

7,857

PanAmSat Holding Corp. 0% 11/1/14 (d)

10,100

7,222

Qwest Corp.:

7.625% 6/15/15 (f)

5,930

6,100

8.875% 3/15/12

16,520

18,089

Qwest Services Corp.:

13.5% 12/15/10

18,730

21,540

14% 12/15/14

8,425

10,194

SBC Communications, Inc.:

5.1% 9/15/14

11,000

11,060

5.875% 8/15/12

4,000

4,226

Sprint Capital Corp. 6.875% 11/15/28

16,000

18,083

Telecom Italia Capital:

4% 11/15/08

11,700

11,471

4.95% 9/30/14 (f)

7,930

7,773

6% 9/30/34 (f)

6,000

6,088

Telefonos de Mexico SA de CV 4.75% 1/27/10 (f)

28,595

28,209

TELUS Corp. yankee 7.5% 6/1/07

27,430

28,846

U.S. West Communications:

7.2% 11/10/26

845

758

7.25% 9/15/25

840

790

Verizon Global Funding Corp. 7.25% 12/1/10

15,495

17,263

Verizon New York, Inc.:

6.875% 4/1/12

11,355

12,371

7.375% 4/1/32

5,570

6,406

298,940

Wireless Telecommunication Services - 0.6%

America Movil SA de CV 6.375% 3/1/35

12,810

12,453

American Tower Corp. 9.375% 2/1/09

1,177

1,236

American Towers, Inc. 7.25% 12/1/11

3,500

3,693

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

AT&T Wireless Services, Inc.:

7.875% 3/1/11

$ 4,420

$ 5,063

8.75% 3/1/31

3,280

4,531

Centennial Cellular Operating Co./Centennial Communications Corp. 10.125% 6/15/13

1,500

1,688

Centennial Communications Corp./Centennial Cellular Operating Co. LLC/Centennial Puerto Rico Operations Corp. 8.125% 2/1/14 (h)

8,260

8,859

Cingular Wireless LLC 7.125% 12/15/31

8,000

9,422

Digicel Ltd. 9.25% 9/1/12 (f)

730

753

DirecTV Holdings LLC/DirecTV Financing, Inc.:

6.375% 6/15/15 (f)

7,000

6,983

8.375% 3/15/13

6,540

7,243

Inmarsat Finance II PLC 0% 11/15/12 (d)

6,310

5,048

Intelsat Ltd.:

6.5% 11/1/13

10,835

8,817

8.25% 1/15/13 (f)

5,000

5,225

8.695% 1/15/12 (f)(h)

6,370

6,497

Nextel Communications, Inc. 9.5% 2/1/11

9,665

10,438

Nextel Partners, Inc. 8.125% 7/1/11

10,000

10,900

Rogers Communications, Inc.:

6.535% 12/15/10 (h)

2,350

2,447

7.25% 12/15/12

12,895

13,927

9.625% 5/1/11

4,765

5,611

SBA Communication Corp./SBA Telcommunications, Inc. 0% 12/15/11 (d)

1,389

1,280

132,114

TOTAL TELECOMMUNICATION SERVICES

431,054

UTILITIES - 1.4%

Electric Utilities - 0.6%

Cleveland Electric Illuminating Co. 5.65% 12/15/13

7,670

7,920

DTE Energy Co. 7.05% 6/1/11

4,060

4,453

Duke Capital LLC 6.75% 2/15/32

2,874

3,201

Exelon Corp.:

4.9% 6/15/15

15,000

14,719

5.625% 6/15/35

2,880

2,835

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utilities - continued

FirstEnergy Corp.:

5.5% 11/15/06

$ 7,528

$ 7,624

6.45% 11/15/11

5,225

5,619

Mirant Americas Generation LLC:

8.3% 5/1/11 (j)

2,850

3,278

9.125% 5/1/31 (j)

5,075

6,014

MSW Energy Holdings II LLC/MSW Finance Co. II, Inc. 7.375% 9/1/10

2,540

2,642

Nevada Power Co.:

5.875% 1/15/15 (f)

1,270

1,292

10.875% 10/15/09

526

586

Niagara Mohawk Power Corp. 8.875% 5/15/07

5,060

5,431

Oncor Electric Delivery Co. 6.375% 5/1/12

9,690

10,476

Pacific Gas & Electric Co. 6.05% 3/1/34

9,375

10,051

Progress Energy, Inc.:

7% 10/30/31

13,600

15,535

7.1% 3/1/11

5,100

5,604

7.75% 3/1/31

2,600

3,209

Sierra Pacific Power Co. 8% 6/1/08

4,015

4,256

Southern California Edison Co.:

4.65% 4/1/15

685

669

5% 1/15/14

590

594

TECO Energy, Inc. 6.75% 5/1/15 (f)

1,320

1,409

Texas Genco LLC/Texas Genco Financing Corp. 6.875% 12/15/14 (f)

3,250

3,413

TXU Energy Co. LLC 7% 3/15/13

14,695

16,258

137,088

Gas Utilities - 0.2%

Colorado Interstate Gas Co. 5.95% 3/15/15 (f)

7,000

6,948

Consolidated Natural Gas Co. 6.85% 4/15/11

4,530

4,968

Dynegy Holdings, Inc. 9.875% 7/15/10 (f)

5,000

5,550

El Paso Energy Corp. 6.75% 5/15/09

5,725

5,746

Northwest Pipeline Corp. 8.125% 3/1/10

1,290

1,393

Southern Natural Gas Co.:

8% 3/1/32

120

138

8.875% 3/15/10

8,610

9,385

Tennessee Gas Pipeline Co.:

7.5% 4/1/17

255

278

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Gas Utilities - continued

Tennessee Gas Pipeline Co.: - continued

8.375% 6/15/32

$ 765

$ 907

Texas Eastern Transmission Corp. 7.3% 12/1/10

12,250

13,591

48,904

Independent Power Producers & Energy Traders - 0.3%

AES Corp.:

8.75% 5/15/13 (f)

3,050

3,378

9.375% 9/15/10

5,451

6,132

9.5% 6/1/09

1,357

1,505

Allegheny Energy Supply Co. LLC 10.25% 11/15/07 (f)

4,660

5,068

Calpine Corp. 8.5% 7/15/10 (f)

6,000

4,530

Constellation Energy Group, Inc.:

6.35% 4/1/07

10,595

10,893

7% 4/1/12

21,445

23,753

Duke Capital LLC:

4.331% 11/16/06

2,905

2,899

5.668% 8/15/14

9,310

9,572

Tenaska Alabama Partners LP 7% 6/30/21 (f)

1,510

1,552

TXU Corp.:

4.8% 11/15/09 (f)

6,000

5,880

5.55% 11/15/14 (f)

4,000

3,925

79,087

Multi-Utilities - 0.3%

Aquila, Inc. 14.875% 7/1/12

655

871

CMS Energy Corp.:

6.3% 2/1/12

4,625

4,677

7.5% 1/15/09

1,420

1,487

8.9% 7/15/08

4,085

4,453

9.875% 10/15/07

8,190

8,968

Dominion Resources, Inc.:

4.75% 12/15/10

4,000

3,973

5.15% 7/15/15

19,660

19,563

5.95% 6/15/35

8,900

9,095

6.25% 6/30/12

5,085

5,436

Corporate Bonds - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Multi-Utilities - continued

MidAmerican Energy Holdings, Inc.:

4.625% 10/1/07

$ 5,160

$ 5,156

5.875% 10/1/12

3,450

3,591

67,270

TOTAL UTILITIES

332,349

TOTAL NONCONVERTIBLE BONDS

2,669,924

TOTAL CORPORATE BONDS

(Cost $2,673,646)

2,753,455

U.S. Government and Government Agency Obligations - 7.4%

U.S. Government Agency Obligations - 4.4%

Fannie Mae:

0% 9/28/05

439,970

437,610

3.25% 7/31/06

235,000

232,999

4.375% 7/17/13

20,070

19,512

4.625% 10/15/13

30,000

30,182

4.625% 10/15/14

100,000

100,375

6% 5/15/11

23,350

25,124

6.125% 3/15/12

1,502

1,640

6.25% 2/1/11

17,675

18,989

Freddie Mac:

0% 11/1/05

15,000

14,865

1.5% 8/15/05

31,720

31,693

4.875% 11/15/13

23,400

23,971

5.25% 11/5/12

5,610

5,605

5.75% 1/15/12

60,000

64,269

5.875% 3/21/11

37,620

39,889

U.S. Government and Government Agency Obligations - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Government Agency Obligations - continued

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) Series 1-B, 8.5% 4/1/06

$ 1,715

$ 1,757

Overseas Private Investment Corp. U.S. Government guaranteed participation certificates Series 1996-A1, 6.726% 9/15/10

14,348

15,160

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

1,063,640

U.S. Treasury Inflation Protected Obligations - 1.4%

U.S. Treasury Inflation-Indexed Bonds 2.375% 1/15/25

185,643

195,997

U.S. Treasury Inflation-Indexed Notes 2% 1/15/14

157,820

159,550

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

355,547

U.S. Treasury Obligations - 1.6%

U.S. Treasury Bonds:

6.125% 8/15/29

55,237

68,062

8.875% 8/15/17

38,265

54,078

9.875% 11/15/15

12,960

18,865

U.S. Treasury Notes:

2.75% 6/30/06

103,318

102,277

3.375% 12/15/08

2,390

2,336

3.625% 4/30/07

31,050

30,849

3.625% 6/30/07 (g)

28,280

28,076

4% 2/15/15

9,000

8,794

4.25% 11/15/14

70,000

69,789

TOTAL U.S. TREASURY OBLIGATIONS

383,126

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,784,977)

1,802,313

U.S. Government Agency - Mortgage Securities - 7.5%

Fannie Mae - 6.7%

3.463% 4/1/34 (h)

2,363

2,354

3.734% 1/1/35 (h)

1,557

1,542

3.753% 10/1/33 (h)

978

963

3.786% 12/1/34 (h)

1,194

1,181

3.793% 6/1/34 (h)

4,380

4,277

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

3.801% 12/1/34 (h)

$ 296

$ 293

3.828% 1/1/35 (h)

1,057

1,048

3.838% 1/1/35 (h)

2,949

2,938

3.867% 1/1/35 (h)

1,671

1,662

3.876% 11/1/34 (h)

6,686

6,632

3.88% 6/1/33 (h)

4,338

4,297

3.913% 12/1/34 (h)

939

932

3.937% 10/1/34 (h)

1,301

1,291

3.937% 12/1/34 (h)

1,859

1,849

3.967% 11/1/34 (h)

2,059

2,042

3.97% 5/1/33 (h)

327

325

3.975% 1/1/35 (h)

1,326

1,313

3.981% 12/1/34 (h)

1,266

1,253

4% 8/1/20 (g)

57,000

54,967

4.008% 12/1/34 (h)

6,896

6,882

4.011% 1/1/35 (h)

822

814

4.014% 12/1/34 (h)

1,012

1,001

4.023% 2/1/35 (h)

941

933

4.03% 1/1/35 (h)

2,330

2,312

4.032% 12/1/34 (h)

658

656

4.045% 5/1/34 (h)

380

380

4.049% 2/1/35 (h)

878

872

4.053% 10/1/18 (h)

1,022

1,012

4.054% 1/1/35 (h)

879

871

4.079% 4/1/33 (h)

330

330

4.098% 1/1/35 (h)

2,001

2,008

4.104% 2/1/35 (h)

629

626

4.11% 2/1/35 (h)

651

649

4.117% 2/1/35 (h)

1,751

1,744

4.118% 1/1/35 (h)

1,939

1,931

4.121% 2/1/35 (h)

3,593

3,577

4.124% 1/1/35 (h)

1,941

1,950

4.137% 1/1/35 (h)

3,348

3,334

4.138% 2/1/35 (h)

2,167

2,175

4.144% 1/1/35 (h)

2,691

2,703

4.15% 11/1/34 (h)

1,673

1,664

4.154% 2/1/35 (h)

1,752

1,747

4.178% 1/1/35 (h)

3,717

3,752

4.183% 1/1/35 (h)

1,644

1,642

4.189% 11/1/34 (h)

505

504

4.197% 1/1/35 (h)

2,011

1,998

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

4.232% 3/1/34 (h)

$ 900

$ 897

4.25% 2/1/35 (h)

1,034

1,028

4.258% 10/1/34 (h)

2,655

2,670

4.293% 3/1/35 (h)

978

978

4.297% 7/1/34 (h)

934

937

4.302% 1/1/35 (h)

1,306

1,298

4.306% 8/1/33 (h)

2,144

2,135

4.315% 3/1/33 (h)

499

498

4.323% 5/1/35 (h)

1,479

1,477

4.332% 12/1/34 (h)

676

676

4.335% 2/1/35 (h)

684

683

4.349% 1/1/35 (h)

985

977

4.351% 1/1/35 (h)

987

983

4.367% 2/1/34 (h)

2,526

2,519

4.372% 4/1/35 (h)

662

661

4.401% 2/1/35 (h)

1,602

1,590

4.409% 5/1/35 (h)

2,970

2,971

4.433% 11/1/34 (h)

16,576

16,570

4.451% 6/1/33 (h)

787

778

4.455% 3/1/35 (h)

1,401

1,389

4.467% 10/1/34 (h)

5,877

5,879

4.479% 4/1/34 (h)

1,733

1,736

4.489% 8/1/34 (h)

3,407

3,406

4.5% 12/1/19 to 5/1/35

253,167

244,362

4.5% 8/1/20 (g)

130,000

127,847

4.5% 3/1/35 (h)

3,107

3,096

4.508% 1/1/35 (h)

1,742

1,752

4.529% 3/1/35 (h)

2,879

2,867

4.538% 8/1/34 (h)

2,176

2,188

4.554% 7/1/35 (h)

3,625

3,627

4.564% 2/1/35 (h)

7,144

7,152

4.57% 2/1/35 (h)

1,119

1,122

4.619% 2/1/35 (h)

3,102

3,091

4.645% 2/1/35 (h)

812

817

4.649% 11/1/34 (h)

3,663

3,671

4.687% 11/1/34 (h)

3,610

3,615

4.74% 7/1/34 (h)

3,182

3,161

4.741% 3/1/35 (h)

1,705

1,705

4.823% 12/1/34 (h)

2,864

2,874

4.847% 12/1/34 (h)

1,153

1,157

5% 6/1/09 to 8/1/35 (g)

485,021

480,134

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

5% 8/1/35 (g)

$ 14,749

$ 14,523

5.123% 2/1/35 (h)

9,265

9,249

5.137% 5/1/35 (h)

1,026

1,028

5.204% 6/1/35 (h)

5,053

5,119

5.366% 12/1/32 (h)

1,541

1,558

5.5% 10/1/08 to 10/1/34

138,688

140,482

5.817% 5/1/35 (h)

6,996

7,070

6% 1/1/11 to 3/1/33

118,632

121,944

6% 8/1/35 (g)

31,824

32,540

6.5% 7/1/12 to 3/1/35

117,835

122,271

6.5% 8/1/35 (g)

25,000

25,883

6.5% 8/1/35 (g)

809

838

7% 8/1/19 to 6/1/33

36,366

38,348

7.5% 5/1/25 to 11/1/31

6,705

7,164

8.5% 1/1/09 to 6/1/21

21

23

10% 8/1/17

2

3

TOTAL FANNIE MAE

1,614,243

Freddie Mac - 0.4%

4.106% 12/1/34 (h)

1,138

1,131

4.13% 12/1/34 (h)

1,636

1,629

4.223% 1/1/35 (h)

1,674

1,668

4.3% 5/1/35 (h)

2,558

2,545

4.311% 12/1/34 (h)

1,467

1,458

4.312% 3/1/35 (h)

1,426

1,422

4.351% 1/1/35 (h)

3,742

3,748

4.368% 3/1/35 (h)

2,141

2,117

4.4% 2/1/35 (h)

2,940

2,908

4.404% 2/1/35 (h)

3,260

3,251

4.446% 3/1/35 (h)

1,325

1,310

4.449% 2/1/34 (h)

1,657

1,650

4.49% 3/1/35 (h)

3,936

3,901

4.497% 6/1/35 (h)

2,063

2,062

4.498% 3/1/35 (h)

9,830

9,765

4.504% 3/1/35 (h)

1,569

1,553

4.565% 2/1/35 (h)

2,247

2,250

5.036% 4/1/35 (h)

8,408

8,459

5.223% 8/1/33 (h)

707

722

U.S. Government Agency - Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Freddie Mac - continued

6% 5/1/33 to 11/1/33

$ 41,199

$ 42,121

8% 10/1/16 to 4/1/20

195

209

TOTAL FREDDIE MAC

95,879

Government National Mortgage Association - 0.4%

5.5% 10/15/32 to 5/15/34

8,439

8,549

6% 9/15/08 to 12/15/10

2,832

2,912

6.5% 6/15/23 to 2/15/32

15,311

16,046

7% 10/15/17 to 6/15/33

45,892

48,487

7.5% 8/15/21 to 11/15/28

12,940

13,894

8% 4/15/06 to 5/15/32

5,551

5,946

8.5% 11/15/16 to 1/15/31

845

925

9% 3/15/10 to 9/15/20

68

75

9.5% 3/15/23

10

12

11% 7/20/13 to 7/20/20

294

322

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

97,168

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,813,303)

1,807,290

Asset-Backed Securities - 1.2%

ACE Securities Corp.:

Series 2003-FM1 Class M2, 5.31% 11/25/32 (h)

3,660

3,703

Series 2004-HE1:

Class M1, 3.96% 2/25/34 (h)

2,225

2,226

Class M2, 4.56% 2/25/34 (h)

2,525

2,526

American Express Credit Account Master Trust:

Series 2001-6 Class B, 3.7381% 12/15/08 (h)

13,200

13,218

Series 2004-C Class C, 3.8881% 2/15/12 (f)(h)

25,639

25,714

Ameriquest Mortgage Securities, Inc. Series 2004-R2:

Class M1, 3.89% 4/25/34 (h)

1,245

1,245

Class M2, 3.94% 4/25/34 (h)

950

950

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2003-HE2 Class A2, 3.7681% 4/15/33 (h)

1,088

1,088

Series 2003-HE7 Class A3, 3.7481% 12/15/33 (h)

3,968

3,983

Bank One Issuance Trust:

Series 2002-C1 Class C1, 4.3481% 12/15/09 (h)

8,448

8,539

Series 2004-B2 Class B2, 4.37% 4/15/12

13,000

12,866

Asset-Backed Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Capital One Multi-Asset Execution Trust:

Series 2003-B1 Class B1, 4.5581% 2/17/09 (h)

$ 13,530

$ 13,615

Series 2003-B2 Class B2, 3.5% 2/17/09

7,120

7,079

Series 2003-B4 Class B4, 4.1881% 7/15/11 (h)

6,640

6,747

Series 2004-6 Class B, 4.15% 7/16/12

11,450

11,232

Capital One Prime Auto Receivable Trust Series 2004-3 Class A3, 3.39% 1/15/09

6,000

5,922

CDC Mortgage Capital Trust Series 2003-HE2 Class M2, 5.36% 10/25/33 (h)

3,130

3,185

Chase Credit Card Owner Trust Series 2004-1 Class B, 3.5881% 5/15/09 (h)

4,025

4,024

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 4.2488% 10/15/07 (h)

14,900

14,910

Series 2003-C1 Class C1, 4.65% 4/7/10 (h)

6,100

6,226

Countrywide Home Loans, Inc.:

Series 2004-2 Class M1, 3.96% 5/25/34 (h)

5,275

5,282

Series 2004-3 Class M1, 3.96% 6/25/34 (h)

1,500

1,501

Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. Series 2005-1:

Class B, 4.878% 6/15/35 (f)

4,987

5,027

Class C, 5.074% 6/15/35 (f)

4,527

4,550

Fieldstone Mortgage Investment Corp. Series 2003-1:

Class M1, 4.14% 11/25/33 (h)

1,400

1,409

Class M2, 5.21% 11/25/33 (h)

700

719

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 4.01% 3/25/34 (h)

415

416

Class M4, 4.36% 3/25/34 (h)

325

328

Ford Credit Auto Owner Trust Series 2005-A Class A4, 3.72% 10/15/09

6,000

5,908

GSAMP Trust Series 2004-FM2:

Class M1, 3.96% 1/25/34 (h)

3,500

3,500

Class M2, 4.56% 1/25/34 (h)

1,500

1,500

Class M3, 4.76% 1/25/34 (h)

1,500

1,500

Home Equity Asset Trust:

Series 2003-2:

Class A2, 3.84% 8/25/33 (h)

317

318

Class M1, 4.34% 8/25/33 (h)

3,115

3,149

Series 2003-4:

Class M1, 4.26% 10/25/33 (h)

4,080

4,110

Class M2, 5.36% 10/25/33 (h)

4,825

4,888

Household Home Equity Loan Trust Series 2002-2
Class A, 3.73% 4/20/32 (h)

4,597

4,601

Asset-Backed Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Long Beach Mortgage Loan Trust Series 2003-3 Class M2, 5.31% 7/25/33 (h)

$ 4,765

$ 4,858

MBNA Credit Card Master Note Trust:

Series 2003-B2 Class B2, 3.7781% 10/15/10 (h)

1,610

1,626

Series 2003-B3 Class B3, 3.7631% 1/18/11 (h)

6,730

6,762

Series 2003-B5 Class B5, 3.7581% 2/15/11 (h)

10,255

10,334

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 3.96% 7/25/34 (h)

2,125

2,125

Class M2, 4.01% 7/25/34 (h)

375

375

Class M3, 4.41% 7/25/34 (h)

800

800

Class M4, 4.56% 7/25/34 (h)

525

525

Morgan Stanley ABS Capital I, Inc.:

Series 2002-HE3 Class M1, 4.56% 12/27/32 (h)

1,820

1,843

Series 2003-NC8 Class M1, 4.16% 9/25/33 (h)

2,610

2,625

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC4 Class M1, 4.46% 1/25/32 (h)

5,341

5,361

Series 2002-NC1 Class M1, 4.26% 2/25/32 (f)(h)

2,827

2,851

Series 2002-NC3 Class M1, 4.18% 8/25/32 (h)

1,480

1,491

New Century Home Equity Loan Trust Series 2003-2 Class A2, 3.89% 1/25/33 (h)

484

484

Nissan Auto Lease Trust Series 2003-A Class A3B, 2.57% 6/15/09

1,839

1,819

Nissan Auto Receivables OwnerTrust Series 2005-A Class A4, 3.82% 7/15/10

5,655

5,566

NovaStar Home Equity Loan Series 2004-1:

Class M1, 3.91% 6/25/34 (h)

1,425

1,426

Class M4, 4.435% 6/25/34 (h)

2,395

2,399

Sears Credit Account Master Trust II:

Series 2000-2 Class A, 6.75% 9/16/09

22,525

22,607

Series 2002-4 Class A, 3.5181% 8/18/09 (h)

10,400

10,400

Superior Wholesale Inventory Financing Trust VII
Series 2003-A8 Class CTFS, 3.8381% 3/15/11 (f)(h)

9,350

9,344

World Omni Auto Receivables Trust Series 2005-A
Class A3, 3.54% 6/12/09

5,060

4,998

TOTAL ASSET-BACKED SECURITIES

(Cost $297,907)

298,323

Collateralized Mortgage Obligations - 0.8%

Principal
Amount (000s)

Value (Note 1)
(000s)

Private Sponsor - 0.7%

Adjustable Rate Mortgage Trust floater Series 2004-4 Class 5A2, 3.86% 3/25/35 (h)

$ 4,268

$ 4,276

Bank of America Mortgage Securities, Inc.:

Series 2003-K:

Class 1A1, 3.3521% 12/25/33 (h)

1,647

1,632

Class 2A1, 4.1867% 12/25/33 (h)

5,847

5,774

Series 2003-L Class 2A1, 3.9876% 1/25/34 (h)

5,340

5,255

Series 2004-B:

Class 1A1, 3.4262% 3/25/34 (h)

3,952

3,903

Class 2A2, 4.1351% 3/25/34 (h)

3,956

3,870

Series 2004-C Class 1A1, 3.3726% 4/25/34 (h)

7,012

6,926

Series 2004-D:

Class 1A1, 3.5597% 5/25/34 (h)

8,920

8,823

Class 2A2, 4.2101% 5/25/34 (h)

11,626

11,460

Series 2004-G Class 2A7, 4.6058% 8/25/34 (h)

9,790

9,757

Series 2004-H Class 2A1, 4.5133% 9/25/34 (h)

10,201

10,103

CS First Boston Mortgage Securities Corp. floater:

Series 2004-AR3 Class 6A2, 3.83% 4/25/34 (h)

2,232

2,234

Series 2004-AR6 Class 9A2, 3.83% 10/25/34 (h)

4,194

4,197

Master Alternative Loan Trust Series 2004-3 Class 3A1, 6% 4/25/34

1,482

1,499

Master Asset Securitization Trust Series 2004-9
Class 7A1, 6.3188% 5/25/17 (h)

8,944

9,041

Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.2437% 8/25/17 (h)

7,040

7,200

Residential Asset Mortgage Products, Inc. sequential pay:

Series 2003-SL1 Class A31, 7.125% 4/25/31

3,389

3,450

Series 2004-SL2 Class A1, 6.5% 10/25/16

1,557

1,581

Residential Finance LP/Residential Finance Development Corp. floater:

Series 2003-B:

Class B3, 4.9% 7/10/35 (f)(h)

9,072

9,230

Class B4, 5.1% 7/10/35 (f)(h)

6,975

7,105

Class B5, 5.7% 7/10/35 (f)(h)

6,469

6,606

Class B6, 6.2% 7/10/35 (f)(h)

2,799

2,858

Series 2003-CB1:

Class B3, 4.8% 6/10/35 (f)(h)

3,144

3,199

Class B4, 5% 6/10/35 (f)(h)

2,811

2,864

Class B5, 5.6% 6/10/35 (f)(h)

1,919

1,960

Class B6, 6.1% 6/10/35 (f)(h)

1,138

1,162

Collateralized Mortgage Obligations - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Private Sponsor - continued

Residential Finance LP/Residential Finance Development Corp. floater: - continued

Series 2004-B:

Class B4, 4.45% 2/10/36 (f)(h)

$ 1,597

$ 1,621

Class B5, 4.9% 2/10/36 (f)(h)

1,081

1,100

Class B6, 5.35% 2/10/36 (f)(h)

393

401

Series 2004-C:

Class B4, 4.3% 9/10/36 (h)

1,978

2,002

Class B5, 4.7% 9/10/36 (h)

2,176

2,200

Class B6, 5.1% 9/10/36 (h)

297

301

Residential Funding Securities Corp. Series 2003-RP2 Class A1, 3.93% 6/25/33 (f)(h)

4,201

4,217

Washington Mutual Mortgage Securities Corp. sequential pay:

Series 2003-MS9 Class 2A1, 7.5% 12/25/33

1,231

1,276

Series 2004-RA2 Class 2A, 7% 7/25/33

2,307

2,357

Wells Fargo Mortgage Backed Securities Trust
Series 2004-T Class A1, 3.4526% 9/25/34 (h)

10,601

10,554

TOTAL PRIVATE SPONSOR

161,994

U.S. Government Agency - 0.1%

Freddie Mac Multi-class participation certificates guaranteed planned amortization class:

Seires 2625 Class QX, 2.25% 3/15/22

1,984

1,934

Series 2640 Class QG, 2% 4/15/22

2,556

2,481

Series 2780 Class OC, 4.5% 3/15/17

6,903

6,837

Series 2885 Class PC, 4.5% 3/15/18

9,142

9,035

Series 2888 Class GD, 4.5% 4/15/18

4,800

4,681

Ginnie Mae guaranteed Multi-family pass thru securities sequential pay Series 2002-35 Class C, 5.8918% 10/16/23 (h)

1,495

1,550

TOTAL U.S. GOVERNMENT AGENCY

26,518

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $189,858)

188,512

Commercial Mortgage Securities - 1.1%

Principal
Amount (000s)

Value (Note 1)
(000s)

Bayview Commercial Asset Trust floater:

Series 2004-1:

Class A, 3.82% 4/25/34 (f)(h)

$ 6,487

$ 6,498

Class B, 5.36% 4/25/34 (f)(h)

748

757

Class M1, 4.02% 4/25/34 (f)(h)

582

585

Class M2, 4.66% 4/25/34 (f)(h)

582

589

Series 2004-2 Class A, 3.89% 8/25/34 (f)(h)

6,805

6,839

Series 2004-3:

Class A1, 3.83% 1/25/35 (f)(h)

7,250

7,276

Class A2, 3.88% 1/25/35 (f)(h)

1,002

1,005

Class M1, 3.96% 1/25/35 (f)(h)

1,240

1,242

Bear Stearns Commercial Mortgage Securities, Inc.:

sequential pay Series 2004-ESA Class A3, 4.741% 5/14/16 (f)

3,530

3,540

Series 2004-ESA:

Class B, 4.888% 5/14/16 (f)

5,430

5,471

Class C, 4.937% 5/14/16 (f)

3,020

3,049

Class D, 4.986% 5/14/16 (f)

1,460

1,469

Class E, 5.064% 5/14/16 (f)

4,540

4,572

Class F, 5.182% 5/14/16 (f)

1,090

1,100

Berkeley Federal Bank & Trust FSB Series 1994-1
Class B, 3.1272% 8/1/24 (f)(h)

1,079

923

Commercial Mortgage pass thru certificates floater Series 2004-CNL:

Class B, 3.7881% 9/15/14 (f)(h)

1,965

1,966

Class D, 4.0281% 9/15/14 (f)(h)

605

605

Class E, 4.0881% 9/15/14 (f)(h)

820

821

Class F, 4.1881% 9/15/14 (f)(h)

650

650

Class G, 4.3681% 9/15/14 (f)(h)

1,475

1,476

Class H, 4.4681% 9/15/14 (f)(h)

1,570

1,571

Class J, 4.9881% 9/15/14 (f)(h)

540

542

Class K, 5.3881% 9/15/14 (f)(h)

845

847

Class L, 5.5881% 9/15/14 (f)(h)

680

680

CS First Boston Mortgage Securities Corp.:

sequential pay:

Series 1997-C2 Class A2, 6.52% 1/17/35

569

573

Series 2000-C1 Class A2, 7.545% 4/15/62

10,600

11,723

Series 1997-C2 Class D, 7.27% 1/17/35

10,735

11,488

DLJ Commercial Mortgage Corp. sequential pay
Series 2000-CF1 Class A1B, 7.62% 6/10/33

8,265

9,224

Equitable Life Assurance Society of the United States Series 174 Class C1, 7.52% 5/15/06 (f)

6,000

6,130

Commercial Mortgage Securities - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae sequential pay Series 1999-10 Class MZ, 6.5% 9/17/38

$ 15,254

$ 16,467

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 7.7015% 4/29/39 (f)(h)

2,900

3,004

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class A3, 6.65% 11/18/29

1,901

1,970

Ginnie Mae guaranteed REMIC pass thru securities sequential pay:

Series 2003-22 Class B, 3.963% 5/16/32

8,218

7,932

Series 2003-36 Class C, 4.254% 2/16/31

6,535

6,370

Series 2003-47 Class C, 4.227% 10/16/27

11,610

11,398

Series 2003-59 Class D, 3.654% 10/16/27

12,000

11,326

GMAC Commercial Mortgage Securities, Inc.
Series 2004-C3 Class X2, 0.749% 12/10/41 (h)(i)

6,000

178

GS Mortgage Securities Corp. II:

sequential pay:

Series 2001-LIBA Class A2, 6.615% 2/14/16 (f)

7,278

7,953

Series 2003-C1 Class A2A, 3.59% 1/10/40

5,995

5,877

Series 2004-C1 Class A1, 3.659% 10/10/28

29,603

28,854

Series 1998-GLII Class E, 7.1906% 4/13/31 (h)

4,895

5,168

Host Marriot Pool Trust sequential pay Series 1999-HMTA Class B, 7.3% 8/3/15 (f)

2,360

2,573

LB Multi-family Mortgage Trust Series 1991-4 Class A1, 7.0215% 4/25/21 (f)(h)

222

199

Leafs CMBS I Ltd./Leafs CMBS I Corp. Series 2002-1A Class C, 4.13% 11/20/37 (f)

13,900

12,539

Mortgage Capital Funding, Inc. sequential pay Series 1998-MC2 Class A2, 6.423% 6/18/30

5,968

6,209

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 11/15/07 (f)

32,000

33,361

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $252,665)

254,589

Municipal Securities - 0.0%

Massachusetts Spl. Oblig. Dedicated Tax Rev. 5.5% 1/1/29 (FGIC Insured)

4,300

5,106

Univ. of Virginia Univ. Revs. 5% 6/1/37

2,300

2,443

TOTAL MUNICIPAL SECURITIES

(Cost $7,641)

7,549

Foreign Government and Government Agency Obligations - 0.3%

Principal
Amount (000s)

Value (Note 1)
(000s)

Chilean Republic 7.125% 1/11/12

$ 18,215

$ 20,497

Israeli State 4.625% 6/15/13

1,870

1,810

United Mexican States:

4.625% 10/8/08

10,610

10,552

5.875% 1/15/14

18,320

18,751

6.75% 9/27/34

8,520

8,980

7.5% 1/14/12

12,100

13,516

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $70,030)

74,106

Supranational Obligations - 0.0%

Corporacion Andina de Fomento 6.875% 3/15/12
(Cost $6,510)

6,580

7,227

Floating Rate Loans - 0.5%

CONSUMER DISCRETIONARY - 0.1%

Auto Components - 0.0%

Goodyear Tire & Rubber Co. Tranche 2, term loan 6.32% 4/30/10 (h)

450

455

Automobiles - 0.0%

AM General LLC Tranche C2, term loan 12.41% 5/2/12 (h)

6,000

6,405

Hotels, Restaurants & Leisure - 0.1%

Centerplate, Inc. term loan 6.924% 10/1/10 (h)

1,496

1,504

Hilton Head Communications LP Tranche B, term loan 7.5% 3/31/08 (h)

6,500

6,354

7,858

Media - 0.0%

Century Cable Holdings LLC Tranche B, term loan 8.25% 6/30/09 (h)

5,000

4,950

Textiles, Apparel & Luxury Goods - 0.0%

Xerium Technologies, Inc. Tranche B, term loan 5.49% 5/18/12 (h)

450

456

TOTAL CONSUMER DISCRETIONARY

20,124

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Carrizo Oil & Gas, Inc. Tranche B2, term loan 9.8701% 7/21/10 (h)

5,000

5,100

Floating Rate Loans - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Coffeyville Resources LLC Tranche 2, term loan 10.3125% 7/8/13 (h)

$ 3,880

$ 3,996

El Paso Corp.:

Credit-Linked Deposit 5.855% 11/22/09 (h)

1,256

1,267

term loan 6.24% 11/22/09 (h)

2,069

2,094

Kerr-McGee Corp. Tranche B, term loan 5.79% 5/24/11 (h)

10,000

10,188

Trout Coal Holdings LLC / Dakota Tranche 2, term loan 8.5% 3/23/12 (h)

5,300

5,300

27,945

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

MGM Holdings II, Inc. Tranche B, term loan 5.74% 4/8/12 (h)

2,580

2,609

Olympus Cable Holdings LLC Tranche B, term loan 8.25% 9/30/10 (h)

6,220

6,142

8,751

Real Estate - 0.0%

LNR Property Corp. Tranche B, term loan 6.3396% 2/3/08 (h)

4,900

4,955

TOTAL FINANCIALS

13,706

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

HealthSouth Corp.:

Credit-Linked Deposit 5.94% 6/14/07 (h)

255

258

term loan:

5.98% 6/14/07 (h)

945

956

10.375% 1/16/11 (h)

16,000

16,800

Skilled Healthcare Group, Inc. Tranche 2, term loan 10.8881% 12/15/12 (h)

4,000

4,040

22,054

INDUSTRIALS - 0.0%

Building Products - 0.0%

Euramax International, Inc./Euramax International Holdings BV Tranche 2, term loan 10.55% 6/29/13 (h)

5,000

5,000

Floating Rate Loans - continued

Principal
Amount (000s)

Value (Note 1)
(000s)

INDUSTRIALS - continued

Commercial Services & Supplies - 0.0%

Envirocare of Utah, Inc. Tranche 2, term loan 8.86% 4/13/10 (h)

$ 4,750

$ 4,809

TOTAL INDUSTRIALS

9,809

INFORMATION TECHNOLOGY - 0.1%

IT Services - 0.1%

SunGard Data Systems, Inc. Tranche B, term loan 6.28% 2/10/13 (h)

17,615

17,835

Software - 0.0%

Infor Global Solutions AG Tranche 2, term loan 10.729% 4/18/12 (h)

5,850

5,857

TOTAL INFORMATION TECHNOLOGY

23,692

MATERIALS - 0.0%

Metals & Mining - 0.0%

Murray Energy Corp. Tranche 2, term loan 11.25% 1/28/11 (h)

2,993

3,127

TOTAL FLOATING RATE LOANS

(Cost $117,258)

120,457

Money Market Funds - 7.1%

Shares

Fidelity Cash Central Fund, 3.31% (b)

1,697,628,990

1,697,629

Fidelity Securities Lending Cash Central Fund, 3.32% (b)(c)

14,273,037

14,273

TOTAL MONEY MARKET FUNDS

(Cost $1,711,902)

1,711,902

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $21,256,161)

24,518,076

NET OTHER ASSETS - (1.0)%

(242,010)

NET ASSETS - 100%

$ 24,276,066

Swap Agreements

Expiration
Date

Notional
Amount (000s)

Value
(000s)

Credit Default Swap

Receive quarterly notional amount multiplied by .41% and pay Morgan Stanley upon default event of Sempra Energy, par value of the notional amount of Sempra Energy 6% 2/1/13

Sept. 2010

$ 11,500

$ (4)

Receive quarterly notional amount multiplied by .35% and pay Goldman Sachs upon default event of Southern California Edison Co., par value of the notional amount of Southern California Edison Co. 7.625% 1/15/10

Sept. 2010

6,800

(3)

Receive quarterly notional amount multiplied by .75% and pay Bank of America upon default event of News America, Inc., par value of the notional amount of News America, Inc. 4.75% 3/15/10

April 2010

5,000

50

TOTAL CREDIT DEFAULT SWAP

23,300

43

Interest Rate Swap

Receive quarterly a fixed rate equal to 4.898% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

July 2014

58,025

1,008

Total Return Swap

Receive monthly a return equal to Banc of America Securities LLC AAA 10 Yr Commercial Mortgage Backed Securities Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 40 basis points with Bank of America

March 2006

10,200

(167)

Receive monthly a return equal to Lehman Brothers CMBS AAA 8.5+ Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Citibank

Oct. 2005

10,200

(253)

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 10 basis points with Citibank

Oct. 2005

6,795

(109)

Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Lehman Brothers, Inc.

March 2006

2,705

(43)

Swap Agreements - continued

Expiration
Date

Notional
Amount (000s)

Value
(000s)

Total Return Swap - continued

Receive monthly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 25 basis points with Bank of America

Dec. 2005

$ 11,100

$ (178)

Receive monthly a return equal to Banc of America Securities LLC AAA 10 Yr Commercial Mortgage Backed Securities Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Bank of America

July 2006

10,200

(83)

Receive quarterly a return equal to Banc of America Securities LLC AAA 10 Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 40 basis points with Bank of America

Nov. 2005

20,400

(80)

TOTAL TOTAL RETURN SWAP

71,600

(913)

$ 152,925

$ 138

Security Type Abbreviation

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 quarter end is available upon request.

(c) Includes investment made with cash collateral received from securities on loan.

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

(e) Security or a portion of the security is on loan at period end.

(f) 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 $733,134,000 or 3.0% of net assets.

(g) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

(i) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(j) Non-income producing - issuer filed for bankruptcy or is in default of interest payments.

Other Information

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

U.S. Government and
U.S. Government Agency Obligations

15.3%

AAA,AA,A

4.5%

BBB

5.3%

BB

1.3%

B

2.5%

CCC,CC,C

0.7%

Not Rated

0.5%

Equities

63.8%

Short-Term Investments and Net Other Assets

6.1%

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.

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

United States of America

89.8%

France

2.1%

United Kingdom

1.8%

Others (individually less than 1%)

6.3%

100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

July 31, 2005

Assets

Investment in securities, at value (including securities loaned of $13,591) (cost $21,256,161) - See accompanying schedule

$ 24,518,076

Cash

132

Receivable for investments sold
Regular delivery

73,718

Delayed delivery

839

Receivable for fund shares sold

15,627

Dividends receivable

24,750

Interest receivable

74,762

Swap agreements, at value

138

Prepaid expenses

36

Other affiliated receivables

131

Other receivables

853

Total assets

24,709,062

Liabilities

Payable for investments purchased
Regular delivery

$ 66,443

Delayed delivery

308,170

Payable for fund shares redeemed

30,854

Accrued management fee

8,502

Other affiliated payables

4,534

Other payables and accrued expenses

220

Collateral on securities loaned, at value

14,273

Total liabilities

432,996

Net Assets

$ 24,276,066

Net Assets consist of:

Paid in capital

$ 20,304,696

Undistributed net investment income

89,458

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

619,861

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

3,262,051

Net Assets, for 1,268,913 shares outstanding

$ 24,276,066

Net Asset Value, offering price and redemption price per share ($24,276,066 ÷ 1,268,913 shares)

$ 19.13

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

Annual Report

Statement of Operations

Amounts in thousands

Year ended July 31, 2005

Investment Income

Dividends

$ 336,784

Interest

397,814

Security lending

1,412

Total income

736,010

Expenses

Management fee

$ 98,905

Transfer agent fees

45,146

Accounting and security lending fees

2,059

Independent trustees' compensation

120

Appreciation in deferred trustee compensation account

26

Custodian fees and expenses

655

Registration fees

158

Audit

286

Legal

86

Interest

1

Miscellaneous

248

Total expenses before reductions

147,690

Expense reductions

(1,931)

145,759

Net investment income (loss)

590,251

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

793,874

Foreign currency transactions

86

Swap agreements

7,023

Total net realized gain (loss)

800,983

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,212)

936,366

Assets and liabilities in foreign currencies

4

Swap agreements

(973)

Total change in net unrealized appreciation (depreciation)

935,397

Net gain (loss)

1,736,380

Net increase (decrease) in net assets resulting from operations

$ 2,326,631

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Year ended
July 31,
2005

Year ended
July 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 590,251

$ 528,406

Net realized gain (loss)

800,983

886,546

Change in net unrealized appreciation (depreciation)

935,397

1,211,139

Net increase (decrease) in net assets resulting
from operations

2,326,631

2,626,091

Distributions to shareholders from net investment income

(564,084)

(541,033)

Distributions to shareholders from net realized gain

(868,286)

(349,196)

Total distributions

(1,432,370)

(890,229)

Share transactions
Proceeds from sales of shares

3,136,924

2,744,034

Reinvestment of distributions

1,371,919

848,271

Cost of shares redeemed

(3,180,952)

(2,885,738)

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

1,327,891

706,567

Total increase (decrease) in net assets

2,222,152

2,442,429

Net Assets

Beginning of period

22,053,914

19,611,485

End of period (including undistributed net investment income of $89,458 and undistributed net investment income of $63,695, respectively)

$ 24,276,066

$ 22,053,914

Other Information

Shares

Sold

168,318

151,098

Issued in reinvestment of distributions

74,814

47,522

Redeemed

(170,459)

(158,927)

Net increase (decrease)

72,673

39,693

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

Annual Report

Financial Highlights

Years ended July 31,

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value,
beginning of period

$ 18.44

$ 16.96

$ 15.96

$ 18.69

$ 18.92

Income from Investment Operations

Net investment income (loss) B

.47

.45

.48

.53

.61

Net realized and unrealized gain (loss)

1.39

1.79

.99

(2.35)

.78

Total from investment operations

1.86

2.24

1.47

(1.82)

1.39

Distributions from net investment income

(.45)

(.46)

(.47)

(.56)

(.61)

Distributions from net
realized gain

(.72)

(.30)

-

(.35)

(1.01)

Total distributions

(1.17)

(.76)

(.47)

(.91)

(1.62)

Net asset value,
end of period

$ 19.13

$ 18.44

$ 16.96

$ 15.96

$ 18.69

Total Return A

10.51%

13.43%

9.45%

(10.06)%

7.56%

Ratios to Average Net Assets C

Expenses before expense reductions

.63%

.65%

.66%

.65%

.64%

Expenses net of voluntary waivers, if any

.63%

.65%

.66%

.65%

.64%

Expenses net of all reductions

.62%

.64%

.66%

.64%

.63%

Net investment income (loss)

2.53%

2.46%

3.03%

3.03%

3.23%

Supplemental Data

Net assets, end of period
(in millions)

$ 24,276

$ 22,054

$ 19,611

$ 18,210

$ 20,921

Portfolio turnover rate

75%

67%

86%

79%

67%

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

B Calculated based on average shares outstanding during the period.

C 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.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2005

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Puritan Fund (the fund) is a fund of Fidelity Puritan Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with 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, including restricted 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, including restricted 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.

Annual Report

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 and may include proceeds received from litigation. 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 return of capital distributions or capital gain distributions. 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 each fund in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent 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 the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. In addition, the fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. 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 short-term capital gains, swap agreements, foreign currency transactions, passive foreign investment companies (PFIC), prior period premium and discount on debt securities, defaulted bonds, market discount, deferred trustees compensation, financing transactions and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 4,098,008

Unrealized depreciation

(841,538)

Net unrealized appreciation (depreciation)

3,256,470

Undistributed ordinary income

138,194

Undistributed long-term capital gain

532,950

Cost for federal income tax purposes

$ 21,261,606

The tax character of distributions paid was as follows:

July 31, 2005

July 31, 2004

Ordinary Income

$ 649,322

$ 738,420

Long-term Capital Gains

783,048

151,809

Total

$ 1,432,370

$ 890,229

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 which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value

Annual Report

2. Operating Policies - continued

Repurchase Agreements - continued

of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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.

Loans and Other Direct Debt Instruments. The fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments

Swap Agreements. The fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Swap Agreements - continued

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Total return swaps are agreements to exchange the return generated by one instrument or index for the return generated by another instrument, for example, the agreement to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the index exceeds the offsetting interest obligation, a fund will receive a payment from the counterparty. To the extent it is less, a fund will make a payment to the counterparty. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. The fund may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the fund's Schedule of Investments under the caption "Swap Agreements."

Annual Report

2. Operating Policies - continued

Mortgage Dollar Rolls. To earn additional income, the fund may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $5,116,492 and $5,458,327, respectively.

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 .15% of the fund's average net assets and a group fee rate that averaged .27% 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 annual management fee rate was .42% 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 annual rate of .19% of average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

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 Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $51,690 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 were $108 for the period.

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 the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

Annual Report

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. The average daily loan balance during the period for which loans were outstanding amounted to $10,247. The weighted average interest rate was 1.81%. At period end, there were no bank borrowings outstanding.

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 $1,419 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 $19 and $493, respectively.

9. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity Puritan Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Puritan Fund (a fund of Fidelity Puritan Trust) at July 31, 2005 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Puritan Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 13, 2005

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, Stephen P. Jonas, and Kenneth L. Wolfe, each of the Trustees oversees 320 funds advised by FMR or an affiliate. Mr. McCoy oversees 322 funds advised by FMR or an affiliate. Mr. Jonas and Mr. Wolfe oversee 311 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (75)**

Year of Election or Appointment: 1984

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc.

Abigail P. Johnson (43)**

Year of Election or Appointment: 2001

Ms. Johnson serves as President of Fidelity Employer Services Company (FESCO) (2005-present). She is President and a Director of Fidelity Investments Money Management, Inc. (2001-present), FMR Co., Inc. (2001-present), and a Director of FMR Corp. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds.

Stephen P. Jonas (52)

Year of Election or Appointment: 2005

Mr. Jonas is Senior Vice President of Puritan (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Co. (1998-2000). Mr. Jonas has been with Fidelity Investments since 1987 and has held various financial and management positions including Chief Financial Officer of FMR. In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).

Robert L. Reynolds (53)

Year of Election or Appointment: 2003

Mr. Reynolds is a Director (2003-present) and Chief Operating Officer (2002-present) of FMR Corp. He also serves on the Board at Fidelity Investments Canada, Ltd. (2000-present). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

Dennis J. Dirks (57)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee of Manhattan College (2005-present).

Robert M. Gates (61)

Year of Election or Appointment: 1997

Dr. Gates is Vice Chairman of the Independent Trustees (2005-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

George H. Heilmeier (69)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE) (2000-present). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid display.

Marie L. Knowles (58)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (61)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

Marvin L. Mann (72)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the Independent Trustees (2001-present). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (71)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (61)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (66)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman of the Board (2000-present) and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (66)

Year of Election or Appointment: 2005

Mr. Wolfe also serves as a Trustee (2005-present) or Member of the Advisory Board (2004-present) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for Mr. Gamper may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Albert R. Gamper, Jr. (63)

Year of Election or Appointment: 2005

Member of the Advisory Board of Fidelity Puritan Trust. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

Peter S. Lynch (61)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Puritan Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

Dwight D. Churchill (51)

Year of Election or Appointment: 2005

Vice President of Puritan (2005-present). Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present) and certain High Income Funds (2005-present). Previously, he served as Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FIMM (2000) and FMR. Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.

Stephen Petersen (49)

Year of Election or Appointment: 2000

Vice President of Puritan. Mr. Petersen also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Petersen managed a variety of Fidelity funds.

George Fischer (44)

Year of Election or Appointment: 2004

Vice President of Puritan. Mr. Fischer is Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Fischer managed a variety of Fidelity funds.

Eric D. Roiter (56)

Year of Election or Appointment: 1998

Secretary of Puritan. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Management & Research (Far East) Inc. (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (45)

Year of Election or Appointment: 2003

Assistant Secretary of Puritan. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

Christine Reynolds (46)

Year of Election or Appointment: 2004

President, Treasurer, and Anti-Money Laundering (AML) officer of Puritan. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

Timothy F. Hayes (54)

Year of Election or Appointment: 2002

Chief Financial Officer of Puritan. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002-present) and President of Fidelity Investment Operations (2005-present) which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he served as President (1998-2005). Mr. Hayes serves as President of Fidelity Service Company (2003-present) where he also serves as a Director. Mr. Hayes also served as President of Fidelity Investments Operations Group (FIOG, 2002-2005).

Kenneth A. Rathgeber (58)

Year of Election or Appointment: 2004

Chief Compliance Officer of Puritan. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

John R. Hebble (47)

Year of Election or Appointment: 2003

Deputy Treasurer of Puritan. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).

Bryan A. Mehrmann (44)

Year of Election or Appointment: 2005

Deputy Treasurer of Puritan. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (41)

Year of Election or Appointment: 2004

Deputy Treasurer of Puritan. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (35)

Year of Election or Appointment: 2005

Deputy Treasurer of Puritan. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (38)

Year of Election or Appointment: 2005

Assistant Treasurer of Puritan. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (58)

Year of Election or Appointment: 1986

Assistant Treasurer of Puritan. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (51)

Year of Election or Appointment: 2004

Assistant Treasurer of Puritan. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (50)

Year of Election or Appointment: 2002

Assistant Treasurer of Puritan. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (46)

Year of Election or Appointment: 2005

Assistant Treasurer of Puritan. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Puritan. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Puritan Fund voted to pay on September 12, 2005, to shareholders of record at the opening of business on September 9, 2005, a distribution of $.48 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as capital gain dividends: For dividends with respect to the taxable year ended July 31, 2005 $672,069,000, or, if subsequently determined to be different, the net capital gain of such year, and for dividends with respect to the taxable year ended July 31, 2004 $643,929,000, or, if subsequently determined to be different, the excess of: (a) the net capital gain of such year, over (b) amounts previously designated as capital gain dividends with respect to such year.

A total of 4.85% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates 35%, 35%, 35%, 58% and 58% of the dividends distributed in September, October, December, April and July during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 35%, 35%, 35%, 62% and 62% of the dividends distributed in September, October, December, April and July respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2006 of amounts for use in preparing 2005 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Puritan Fund

Each year, typically in July, the Board of Trustees, including the independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders by Fidelity. At the time of the renewal, the Board had 11 standing committees, each composed of independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically during the first six months of each year and as necessary to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2005 meeting, the Board of Trustees, including the independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (1) the nature, extent, and quality of the services to be provided to the fund and its shareholders by Fidelity (including the investment performance of the fund); (2) the competitiveness of the management fee and total expenses of the fund; (3) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (4) the extent to which economies of scale would be realized as the fund grows; and (5) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided by Fidelity. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's portfolio managers and the fund's investment objective and discipline. The independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Fidelity Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily decided in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources. The Board also considered the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2004, Fidelity has taken a number of actions that benefited particular funds, including (i) voluntarily deciding in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources, (ii) contractually agreeing to impose management fee reductions and expense limitations on its five Spartan stock index funds and its stock index fund available through variable insurance products, (iii) contractually agreeing to eliminate the management fees on the Fidelity Freedom Funds and the Fidelity Advisor Freedom Funds, (iv) contractually agreeing to reduce the management fees on most of its investment-grade taxable bond funds, and (v) contractually agreeing to impose expense limitations on its retail and Spartan investment-grade taxable bond funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2004, the fund's returns, the returns of a proprietary custom index ("benchmark"), and a range of returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund. The fund's proprietary custom index is an index developed by FMR that represents the fund's general investment categories in both equity and bond securities.

Annual Report



The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the second quartile for the one-year period and the first quartile for the three- and five-year periods. The Board also stated that the relative investment performance of the fund was lower than its benchmark over time.

The Board has had thorough discussions with FMR throughout the year about the Board's and FMR's concerns about equity research, equity fund performance, and compliance with internal policies governing gifts and entertainment. FMR has taken steps that it believes will refocus and strengthen equity research and equity portfolio management and compliance. The Board noted with favor FMR's recent reorganization of its senior management team and FMR's plans to dedicate additional resources to investment research, and participated in the process that led to those changes.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 18% means that 82% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile ("quadrant") in which the fund's management fee ranked, is also included in the chart and considered by the Board.



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2004.

Annual Report

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expenses ranked below its competitive median for 2004.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business. In addition, a special committee of the Board reviewed services provided to Fidelity by its affiliates and determined that the fees that Fidelity paid for such services were reasonable.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information regarding (i) equity fund transfer agency fees; (ii) Fidelity's fund profitability methodology and the impact of various changes in the methodology over time; (iii) benefits to shareholders from economies of scale; (iv) composition and characteristics of various fund and industry data used in comparisons; and (v) compensation of portfolio managers and research analysts.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the existing advisory fee structures are fair and reasonable, and that the fund's existing Advisory Contracts should be renewed.

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Write Fidelity

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

Annual 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

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

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, 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

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

3501 PGA Boulevard
West Palm Beach, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
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

7315 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

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

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

Annual Report

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, 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

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Far East) Inc.

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

Fidelity Investments Money Management, Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisers

Fidelity International Investment Advisers (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JP Morgan Chase Bank

New York, NY

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

PUR-UANN-0905
1.789251.102

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

Fidelity®

Value Discovery

Fund

Annual Report

July 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

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.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and 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.

For nearly 60 years, Fidelity 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. 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

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2005

Past 1
year

Life of
fund A

Fidelity ® Value Discovery Fund

26.12%

20.43%

A From December 10, 2002.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Value Discovery Fund on December 10, 2002. The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Value Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Scott Offen, Portfolio Manager of Fidelity® Value Discovery Fund

A late-inning rally on Wall Street helped push some key U.S. equity indexes to four-year highs by the conclusion of the 12-month period ending July 31, 2005. Spurred on by bullish economic data and strong corporate earnings, investors enjoyed a stellar month of July, capping off a turbulent 12-month period for U.S. equity markets. Stock prices bounced up and down during most of the year, moving in cadence with gyrations in the price of crude oil and investors' gathering and ebbing concerns about inflation. The Federal Reserve Board raised short-term interest rates eight times during the period, also affecting overall market sentiment. Despite their fluctuations, the major equity indexes finished on a high note, with the Standard & Poor's 500SM Index and the NASDAQ Composite® Index posting gains of 14.05% and 16.51%, respectively, for the period. The small-cap Russell 2000® Index rose 24.78% and the Russell Midcap® Index jumped 28.93%, while the blue-chips' Dow Jones Industrial AverageSM advanced only 7.29%.

For the 12 months that ended July 31, 2005, the fund returned 26.12%, easily outperforming the Russell 3000® Value Index and the LipperSM Growth Funds Average, which returned 19.68% and 15.92%, respectively. Stock selection and sector positioning contributed to the fund's solid absolute performance and its relative outperformance of the Russell 3000 Value Index. Stock selection in the energy and industrials sectors was particularly helpful, as was the fund's underweighting in financials. An out-of-index position in oilfield services firm Halliburton was the main contributor to the fund's relative performance, as the firm benefited from rising energy prices. Overweighting strong-performing Texas-based electric utility TXU, while shying away from major index components that lagged, including financial services giant Citigroup and conglomerate General Electric, also helped the fund's performance. The main detractor from the fund's absolute and relative performance was Canadian technology hardware firm Celestica, which is not part of the Russell index. Underweighting or not owning integrated oil companies in the index that fared well, notably Exxon Mobil and ConocoPhillips, also held back the fund's relative return.

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

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2005 to July 31, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Beginning
Account Value
February 1, 2005

Ending
Account Value
July 31, 2005

Expenses Paid
During Period*
February 1, 2005
to July 31, 2005

Actual

$ 1,000.00

$ 1,122.20

$ 4.95

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.13

$ 4.71

* Expenses are equal to the Fund's annualized expense ratio of .94%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of July 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Halliburton Co.

2.9

2.0

Smith International, Inc.

2.2

1.0

Monsanto Co.

2.1

0.6

Baker Hughes, Inc.

2.1

0.0

Fluor Corp.

2.0

0.0

Corn Products International, Inc.

2.0

0.5

American International Group, Inc.

2.0

2.1

Valero Energy Corp.

1.8

1.1

Nash-Finch Co.

1.5

0.0

Lehman Brothers Holdings, Inc.

1.3

2.3

19.9

Top Five Market Sectors as of July 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

17.4

17.4

Energy

16.6

14.0

Financials

13.9

18.5

Consumer Discretionary

10.6

11.9

Industrials

10.1

6.8

Asset Allocation (% of fund's net assets)

As of July 31, 2005*

As of January 31, 2005**

Stocks 98.5%

Stocks 99.4%

Convertible
Securities 0.4%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 1.1%

Short-Term
Investments and
Net Other Assets 0.6%

* Foreign investments

9.4%

** Foreign investments

10.1%



Annual Report

Investments July 31, 2005

Showing Percentage of Net Assets

Common Stocks - 98.5%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 10.2%

Auto Components - 0.5%

American Axle & Manufacturing Holdings, Inc.

31,300

$ 862,315

Automobiles - 0.2%

National R.V. Holdings, Inc. (a)

43,691

334,236

Hotels, Restaurants & Leisure - 2.5%

Brinker International, Inc. (a)

11,800

482,620

Carnival Corp. unit

6,800

356,320

CBRL Group, Inc.

10,000

391,700

Domino's Pizza, Inc.

14,900

372,798

McDonald's Corp.

54,300

1,692,531

Outback Steakhouse, Inc.

17,900

833,782

4,129,751

Household Durables - 0.6%

Champion Enterprises, Inc. (a)

85,300

1,028,718

Internet & Catalog Retail - 0.9%

eBay, Inc. (a)

33,900

1,416,342

Leisure Equipment & Products - 0.5%

Eastman Kodak Co.

18,100

483,994

Escalade, Inc.

29,600

407,296

891,290

Media - 2.3%

E.W. Scripps Co. Class A

7,200

363,816

EchoStar Communications Corp. Class A

11,000

315,920

Lamar Advertising Co. Class A (a)

15,151

666,796

News Corp.:

Class A

17,952

294,054

Class B

16,000

277,440

The New York Times Co. Class A

6,000

189,120

Tribune Co.

5,300

193,450

Univision Communications, Inc. Class A (a)

24,900

704,172

Walt Disney Co.

14,700

376,908

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

11,500

409,745

3,791,421

Multiline Retail - 1.5%

Federated Department Stores, Inc.

14,000

1,062,180

JCPenney Co., Inc.

13,000

729,820

Nordstrom, Inc.

18,600

688,386

2,480,386

Specialty Retail - 0.6%

Edgars Consolidated Stores Ltd.

49,000

237,777

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Home Depot, Inc.

10,900

$ 474,259

Hot Topic, Inc. (a)

18,200

310,128

1,022,164

Textiles, Apparel & Luxury Goods - 0.6%

Liz Claiborne, Inc.

11,640

484,340

Polo Ralph Lauren Corp. Class A

5,100

251,124

Warnaco Group, Inc. (a)

9,100

221,585

957,049

TOTAL CONSUMER DISCRETIONARY

16,913,672

CONSUMER STAPLES - 7.7%

Food & Staples Retailing - 2.8%

Nash-Finch Co.

62,500

2,576,875

Safeway, Inc.

26,193

636,490

Wal-Mart Stores, Inc.

30,500

1,505,175

4,718,540

Food Products - 2.6%

Corn Products International, Inc.

136,488

3,285,266

Ralcorp Holdings, Inc.

15,300

657,900

The J.M. Smucker Co.

7,200

342,504

4,285,670

Household Products - 0.8%

Colgate-Palmolive Co.

15,000

794,100

Procter & Gamble Co.

11,300

628,619

1,422,719

Personal Products - 0.3%

Gillette Co.

8,300

445,461

Tobacco - 1.2%

Altria Group, Inc.

28,700

1,921,752

TOTAL CONSUMER STAPLES

12,794,142

ENERGY - 16.6%

Energy Equipment & Services - 12.4%

Baker Hughes, Inc.

60,300

3,409,362

GlobalSantaFe Corp.

18,500

832,315

Grant Prideco, Inc. (a)

2,015

64,682

Halliburton Co.

86,800

4,865,137

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Equipment & Services - continued

Nabors Industries Ltd. (a)

24,400

$ 1,596,980

National Oilwell Varco, Inc. (a)

42,754

2,238,172

Noble Corp.

12,600

846,468

Pride International, Inc. (a)

59,834

1,556,881

Savanna Energy Services Corp. (a)

45,100

814,073

Smith International, Inc.

54,019

3,670,051

Transocean, Inc. (a)

14,000

790,020

20,684,141

Oil, Gas & Consumable Fuels - 4.2%

Energy Partners Ltd. (a)

24,700

653,562

Forest Oil Corp. (a)

17,800

796,728

Peabody Energy Corp.

13,400

880,916

Quicksilver Resources, Inc. (a)

19,650

832,374

Range Resources Corp.

25,400

775,716

Valero Energy Corp.

36,000

2,980,080

6,919,376

TOTAL ENERGY

27,603,517

FINANCIALS - 13.9%

Capital Markets - 2.8%

Lehman Brothers Holdings, Inc.

21,590

2,269,757

Merrill Lynch & Co., Inc.

16,310

958,702

Morgan Stanley

6,500

344,825

optionsXpress Holdings, Inc.

29,900

484,978

State Street Corp.

13,600

676,464

4,734,726

Commercial Banks - 3.0%

Bank of America Corp.

50,500

2,201,800

Standard Chartered PLC (United Kingdom)

82,800

1,615,329

Wells Fargo & Co.

20,000

1,226,800

5,043,929

Consumer Finance - 1.0%

American Express Co.

29,700

1,633,500

Insurance - 4.7%

AFLAC, Inc.

22,400

1,010,240

AMBAC Financial Group, Inc.

4,800

344,832

American International Group, Inc.

54,200

3,262,840

Genworth Financial, Inc. Class A (non-vtg.)

12,900

404,544

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - continued

Hartford Financial Services Group, Inc.

8,900

$ 717,073

MetLife, Inc.

15,000

737,100

Montpelier Re Holdings Ltd.

6,700

240,664

The St. Paul Travelers Companies, Inc.

22,900

1,008,058

7,725,351

Real Estate - 2.4%

Digital Realty Trust, Inc.

1,300

24,622

Equity Lifestyle Properties, Inc.

48,774

2,149,470

Equity Residential (SBI)

18,600

751,440

General Growth Properties, Inc.

10,690

491,526

Kimco Realty Corp.

7,500

492,450

3,909,508

TOTAL FINANCIALS

23,047,014

HEALTH CARE - 7.9%

Biotechnology - 1.0%

Biogen Idec, Inc. (a)

24,000

942,960

Cephalon, Inc. (a)

18,600

779,340

1,722,300

Health Care Equipment & Supplies - 2.1%

Baxter International, Inc.

28,700

1,127,049

CONMED Corp. (a)

12,000

361,320

Dade Behring Holdings, Inc.

11,800

894,440

Fisher Scientific International, Inc. (a)

7,900

529,695

Thermo Electron Corp. (a)

16,300

486,718

3,399,222

Health Care Providers & Services - 3.8%

Cardinal Health, Inc.

13,900

828,162

Community Health Systems, Inc. (a)

10,200

393,822

Health Net, Inc. (a)

23,500

911,800

Henry Schein, Inc. (a)

16,600

716,622

McKesson Corp.

36,100

1,624,500

ProxyMed, Inc. (a)

14,900

118,157

Sunrise Senior Living, Inc. (a)

5,000

265,000

UnitedHealth Group, Inc.

15,200

794,960

WebMD Corp. (a)

65,800

698,138

6,351,161

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - 1.0%

Pfizer, Inc.

43,300

$ 1,147,450

Roche Holding AG (participation certificate)

3,300

448,725

1,596,175

TOTAL HEALTH CARE

13,068,858

INDUSTRIALS - 10.1%

Aerospace & Defense - 1.9%

Goodrich Corp.

10,500

464,520

Honeywell International, Inc.

41,600

1,634,048

Precision Castparts Corp.

7,362

662,433

The Boeing Co.

6,100

402,661

3,163,662

Air Freight & Logistics - 0.3%

PhileoAllied BHD

541,300

534,011

Airlines - 1.2%

AirTran Holdings, Inc. (a)

76,200

871,728

Delta Air Lines, Inc. (a)

123,600

365,856

JetBlue Airways Corp. (a)

37,627

790,167

2,027,751

Construction & Engineering - 2.3%

Dycom Industries, Inc. (a)

22,514

549,342

Fluor Corp.

51,796

3,304,585

3,853,927

Industrial Conglomerates - 1.2%

General Electric Co.

55,600

1,918,200

Machinery - 1.9%

Actuant Corp. Class A (a)

8,700

404,811

Albany International Corp. Class A

20,900

732,336

ITT Industries, Inc.

3,700

393,680

Kennametal, Inc.

1,000

47,530

Manitowoc Co., Inc.

10,800

493,020

SPX Corp.

10,400

508,352

Watts Water Technologies, Inc. Class A

13,400

489,100

3,068,829

Road & Rail - 0.5%

Burlington Northern Santa Fe Corp.

9,600

520,800

Laidlaw International, Inc.

12,500

321,250

842,050

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Trading Companies & Distributors - 0.8%

UAP Holding Corp.

18,100

$ 351,140

WESCO International, Inc. (a)

27,300

929,838

1,280,978

TOTAL INDUSTRIALS

16,689,408

INFORMATION TECHNOLOGY - 17.4%

Communications Equipment - 1.5%

Andrew Corp. (a)

35,120

385,969

Avaya, Inc. (a)

50,410

520,735

Cisco Systems, Inc. (a)

32,700

626,205

Comverse Technology, Inc. (a)

11,200

283,248

Powerwave Technologies, Inc. (a)

55,600

637,732

2,453,889

Computers & Peripherals - 1.9%

Avid Technology, Inc. (a)

5,000

205,750

Dell, Inc. (a)

11,400

461,358

EMC Corp. (a)

38,100

521,589

Hewlett-Packard Co.

19,200

472,704

Maxtor Corp. (a)

110,800

653,720

Seagate Technology

42,800

829,036

3,144,157

Electronic Equipment & Instruments - 6.1%

Agilent Technologies, Inc. (a)

30,100

789,824

Amphenol Corp. Class A

12,600

561,204

Arrow Electronics, Inc. (a)

24,100

723,482

Avnet, Inc. (a)

29,955

784,222

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

54,900

638,523

Flextronics International Ltd. (a)

111,600

1,511,064

FLIR Systems, Inc. (a)

20,500

674,245

Hon Hai Precision Industries Co. Ltd.

136,000

763,853

Mettler-Toledo International, Inc. (a)

13,300

698,250

Molex, Inc.

24,500

691,880

Solectron Corp. (a)

131,000

503,040

Symbol Technologies, Inc.

33,456

389,428

Tech Data Corp. (a)

9,240

358,327

Vishay Intertechnology, Inc. (a)

35,100

492,102

Xyratex Ltd. (a)

26,700

447,225

10,026,669

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Internet Software & Services - 0.3%

Yahoo!, Inc. (a)

16,900

$ 563,446

IT Services - 1.0%

Accenture Ltd. Class A (a)

13,000

325,520

Affiliated Computer Services, Inc. Class A (a)

9,600

479,712

Ceridian Corp. (a)

34,800

728,364

DST Systems, Inc. (a)

3,900

197,964

1,731,560

Office Electronics - 0.8%

Xerox Corp. (a)

39,300

519,153

Zebra Technologies Corp. Class A (a)

21,500

838,500

1,357,653

Semiconductors & Semiconductor Equipment - 3.2%

Analog Devices, Inc.

19,000

744,800

ASML Holding NV (NY Shares) (a)

24,159

425,198

DSP Group, Inc. (a)

30,300

755,985

Freescale Semiconductor, Inc. Class B

500

12,875

Intel Corp.

27,400

743,636

Lam Research Corp. (a)

12,500

355,625

Maxim Integrated Products, Inc.

18,900

791,343

National Semiconductor Corp.

33,530

828,526

PMC-Sierra, Inc. (a)

1,900

18,677

Teradyne, Inc. (a)

13,573

210,789

Varian Semiconductor Equipment Associates, Inc. (a)

11,400

473,328

5,360,782

Software - 2.6%

BEA Systems, Inc. (a)

77,700

703,962

Hummingbird Ltd. (a)

15,300

288,667

Macrovision Corp. (a)

18,900

412,587

Microsoft Corp.

40,480

1,036,693

NAVTEQ Corp.

9,400

413,318

RADWARE Ltd. (a)

18,200

309,946

Symantec Corp. (a)

34,600

760,162

TIBCO Software, Inc. (a)

43,800

336,822

4,262,157

TOTAL INFORMATION TECHNOLOGY

28,900,313

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - 6.7%

Chemicals - 3.6%

Albemarle Corp.

10,600

$ 403,860

Ashland, Inc.

14,300

878,735

Chemtura Corp.

32,090

505,097

Cytec Industries, Inc.

6,100

276,818

Monsanto Co.

50,800

3,422,396

Spartech Corp.

23,600

442,028

5,928,934

Construction Materials - 0.1%

Eagle Materials, Inc. Class B

1,800

179,388

Containers & Packaging - 0.6%

Packaging Corp. of America

20,800

442,000

Smurfit-Stone Container Corp. (a)

50,400

611,352

1,053,352

Metals & Mining - 2.1%

Alcan, Inc.

19,300

652,608

Alcoa, Inc.

23,400

656,370

Carpenter Technology Corp.

7,000

438,480

Meridian Gold, Inc. (a)

35,100

629,269

Placer Dome, Inc.

38,100

529,015

Teck Cominco Ltd. Class B (sub. vtg.)

14,400

550,666

3,456,408

Paper & Forest Products - 0.3%

Canfor Corp. (a)

26,400

308,343

Votorantim Celulose e Papel SA sponsored ADR (non-vtg.)

13,500

162,675

471,018

TOTAL MATERIALS

11,089,100

TELECOMMUNICATION SERVICES - 4.5%

Diversified Telecommunication Services - 2.2%

BellSouth Corp.

20,040

553,104

Citizens Communications Co.

21,000

275,940

New Skies Satellites Holdings Ltd.

23,500

486,450

SBC Communications, Inc.

74,920

1,831,794

Verizon Communications, Inc.

16,900

578,487

3,725,775

Wireless Telecommunication Services - 2.3%

American Tower Corp. Class A (a)

64,525

1,482,785

Bharti Televentures Ltd. (a)

39,600

265,222

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Crown Castle International Corp. (a)

79,310

$ 1,725,786

MTN Group Ltd.

20,300

143,500

SpectraSite, Inc. (a)

2,700

220,590

3,837,883

TOTAL TELECOMMUNICATION SERVICES

7,563,658

UTILITIES - 3.5%

Electric Utilities - 1.3%

Exelon Corp.

14,700

786,744

ITC Holdings Corp.

300

8,400

PG&E Corp.

19,100

718,733

PPL Corp.

2,700

166,266

Sierra Pacific Resources (a)

36,300

471,174

2,151,317

Independent Power Producers & Energy Traders - 1.4%

AES Corp. (a)

44,900

720,645

TXU Corp.

18,390

1,593,310

2,313,955

Multi-Utilities - 0.8%

CMS Energy Corp. (a)

46,935

743,450

Public Service Enterprise Group, Inc.

8,300

533,690

1,277,140

TOTAL UTILITIES

5,742,412

TOTAL COMMON STOCKS

(Cost $141,022,802)

163,412,094

Convertible Preferred Stocks - 0.4%

CONSUMER DISCRETIONARY - 0.4%

Automobiles - 0.4%

General Motors Corp. Series A, 4.50%

27,000

663,660

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $616,950)

663,660

Money Market Funds - 1.3%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 3.31% (b)
(Cost $2,201,464)

2,201,464

$ 2,201,464

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $143,841,216)

166,277,218

NET OTHER ASSETS - (0.2)%

(399,286)

NET ASSETS - 100%

$ 165,877,932

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 quarter end is available upon request.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

July 31, 2005

Assets

Investment in securities, at value (cost $143,841,216) - See accompanying schedule

$ 166,277,218

Foreign currency held at value (cost $321,376)

316,082

Receivable for investments sold

2,474,425

Receivable for fund shares sold

1,999,886

Dividends receivable

55,802

Interest receivable

7,220

Prepaid expenses

102

Other receivables

52,881

Total assets

171,183,616

Liabilities

Payable for investments purchased

$ 5,118,984

Payable for fund shares redeemed

25,971

Accrued management fee

78,125

Other affiliated payables

35,888

Other payables and accrued expenses

46,716

Total liabilities

5,305,684

Net Assets

$ 165,877,932

Net Assets consist of:

Paid in capital

$ 138,636,490

Undistributed net investment income

183,067

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

4,629,245

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

22,429,130

Net Assets, for 10,882,045 shares outstanding

$ 165,877,932

Net Asset Value, offering price and redemption price per share ($165,877,932 ÷ 10,882,045 shares)

$ 15.24

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

Annual Report

Statement of Operations

Year ended July 31, 2005

Investment Income

Dividends

$ 1,073,198

Interest

56,726

Security lending

8,488

Total income

1,138,412

Expenses

Management fee
Basic fee

$ 538,502

Performance adjustment

(24,984)

Transfer agent fees

245,853

Accounting and security lending fees

37,686

Independent trustees' compensation

430

Custodian fees and expenses

12,631

Registration fees

48,941

Audit

43,934

Legal

351

Miscellaneous

6

Total expenses before reductions

903,350

Expense reductions

(51,411)

851,939

Net investment income (loss)

286,473

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

5,404,605

Foreign currency transactions

1,707

Total net realized gain (loss)

5,406,312

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $1,595)

16,907,501

Assets and liabilities in foreign currencies

(5,257)

Total change in net unrealized appreciation (depreciation)

16,902,244

Net gain (loss)

22,308,556

Net increase (decrease) in net assets resulting from operations

$ 22,595,029

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Year ended
July 31,
2005

Year ended
July 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 286,473

$ (102,159)

Net realized gain (loss)

5,406,312

3,155,469

Change in net unrealized appreciation (depreciation)

16,902,244

2,818,011

Net increase (decrease) in net assets resulting
from operations

22,595,029

5,871,321

Distributions to shareholders from net investment income

(109,509)

-

Distributions to shareholders from net realized gain

(2,561,888)

(1,011,654)

Total distributions

(2,671,397)

(1,011,654)

Share transactions
Proceeds from sales of shares

112,539,531

50,271,629

Reinvestment of distributions

2,524,169

956,450

Cost of shares redeemed

(28,089,975)

(32,080,890)

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

86,973,725

19,147,189

Total increase (decrease) in net assets

106,897,357

24,006,856

Net Assets

Beginning of period

58,980,575

34,973,719

End of period (including undistributed net investment income of $183,067 and undistributed net investment income of $0, respectively)

$ 165,877,932

$ 58,980,575

Other Information

Shares

Sold

8,087,785

4,011,736

Issued in reinvestment of distributions

206,576

81,454

Redeemed

(2,079,728)

(2,580,456)

Net increase (decrease)

6,214,633

1,512,734

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

Annual Report

Financial Highlights

Years ended July 31,

2005

2004

2003 E

Selected Per-Share Data

Net asset value, beginning of period

$ 12.64

$ 11.09

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.04

(.03)

(.01)

Net realized and unrealized gain (loss)

3.12

1.87

1.10

Total from investment operations

3.16

1.84

1.09

Distributions from net investment income

(.02)

-

-

Distributions from net realized gain

(.54)

(.29)

-

Total distributions

(.56)

(.29)

-

Net asset value, end of period

$ 15.24

$ 12.64

$ 11.09

Total Return B, C

26.12%

16.81%

10.90%

Ratios to Average Net Assets F

Expenses before expense reductions

.96%

1.13%

1.63% A

Expenses net of voluntary waivers, if any

.96%

1.13%

1.50% A

Expenses net of all reductions

.91%

1.08%

1.44% A

Net investment income (loss)

.30%

(.21)%

(.14)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 165,878

$ 58,981

$ 34,974

Portfolio turnover rate

113%

164%

158% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period December 10, 2002 (commencement of operations) to July 31, 2003.

F 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. 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 fund.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2005

1. Significant Accounting Policies.

Fidelity Value Discovery Fund (the fund) is a non-diversified fund of Fidelity Puritan Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with 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, including restricted 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.

Annual Report

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 return of capital distributions or capital gain distributions. 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 each fund 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 the 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. In addition, the fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. 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 and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 24,200,299

Unrealized depreciation

(2,599,333)

Net unrealized appreciation (depreciation)

21,600,966

Undistributed ordinary income

2,298,233

Undistributed long-term capital gain

3,061,597

Cost for federal income tax purposes

$ 144,676,252

The tax character of distributions paid was as follows:

July 31, 2005

July 31, 2004

Ordinary Income

$ 1,002,742

$ 1,011,654

Long-term Capital Gains

1,668,655

-

Total

$ 2,671,397

$ 1,011,654

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 which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $188,979,840 and $105,879,252, respectively.

Annual Report

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 .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. The fund's performance adjustment took effect in December 2003. Subsequent months will be added until the performance period includes 36 months. For the period, the total annual management fee rate, including the performance adjustment, was .55% 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 annual rate of .26% 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 Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $64,429 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 were $24,498 for the period.

Annual Report

Notes to Financial Statements - 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 the Fidelity Securities Lending Cash Central Fund. At period end there were no security loans outstanding.

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 $51,411 for the period.

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and Shareholders of Fidelity Value Discovery Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Value Discovery Fund (the Fund), a fund of Fidelity Puritan Trust, including the portfolio of investments, as of July 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the two years ended July 31, 2005 and for the period December 10, 2002, commencement of operations, to July 31, 2003. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2005, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Value Discovery Fund as of July 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the two years ended July 31, 2005 and for the period December 10, 2002, commencement of operations, to July 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 13, 2005

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trusts and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, and review each fund's performance. Except for William O. McCoy, Stephen P. Jonas, and Kenneth L. Wolfe, each of the Trustees oversees 320 funds advised by FMR or an affiliate. Mr. McCoy oversees 322 funds advised by FMR or an affiliate. Mr. Jonas and Mr. Wolfe oversee 311 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (75)**

Year of Election or Appointment: 1984

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc.

Abigail P. Johnson (43)**

Year of Election or Appointment: 2001

Ms. Johnson serves as President of Fidelity Employer Services Company (FESCO) (2005-present). She is President and a Director of Fidelity Investments Money Management, Inc. (2001-present), FMR Co., Inc. (2001-present), and a Director of FMR Corp. Previously, Ms. Johnson served as President and Director of FMR (2001-2005), Senior Vice President of the Fidelity funds (2001-2005) and managed a number of Fidelity funds.

Stephen P. Jonas (52)

Year of Election or Appointment: 2005

Mr. Jonas is Senior Vice President of Value Discovery (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Co. (1998-2000). Mr. Jonas has been with Fidelity Investments since 1987 and has held various financial and management positions including Chief Financial Officer of FMR. In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).

Robert L. Reynolds (53)

Year of Election or Appointment: 2003

Mr. Reynolds is a Director (2003-present) and Chief Operating Officer (2002-present) of FMR Corp. He also serves on the Board at Fidelity Investments Canada, Ltd. (2000-present). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

Dennis J. Dirks (57)

Year of Election or Appointment: 2005

Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee of Manhattan College (2005-present).

Robert M. Gates (61)

Year of Election or Appointment: 1997

Dr. Gates is Vice Chairman of the Independent Trustees (2005-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

George H. Heilmeier (69)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE) (2000-present). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid display.

Marie L. Knowles (58)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (61)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.

Marvin L. Mann (72)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the Independent Trustees (2001-present). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (71)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system).

Cornelia M. Small (61)

Year of Election or Appointment: 2005

Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (66)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman of the Board (2000-present) and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (66)

Year of Election or Appointment: 2005

Mr. Wolfe also serves as a Trustee (2005-present) or Member of the Advisory Board (2004-present) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for Mr. Gamper may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Albert R. Gamper, Jr. (63)

Year of Election or Appointment: 2005

Member of the Advisory Board of Fidelity Puritan Trust. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.

Peter S. Lynch (61)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity Puritan Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

Dwight D. Churchill (51)

Year of Election or Appointment: 2005

Vice President of Value Discovery. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present) and certain High Income Funds (2005-present). Previously, he served as Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FIMM (2000) and FMR. Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.

Scott Offen (45)

Year of Election or Appointment: 2003

Vice President of Value Discovery. Prior to assuming his current responsibilities, Mr. Offen worked as a research analyst and portfolio manager.

Eric D. Roiter (56)

Year of Election or Appointment: 2002

Secretary of Value Discovery. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Management & Research (Far East) Inc. (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).

Stuart Fross (45)

Year of Election or Appointment: 2003

Assistant Secretary of Value Discovery. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.

Christine Reynolds (46)

Year of Election or Appointment: 2004

President, Treasurer, and Anti-Money Laundering (AML) officer of Value Discovery. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

Timothy F. Hayes (54)

Year of Election or Appointment: 2002

Chief Financial Officer of Value Discovery. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002-present) and President of Fidelity Investment Operations (2005-present) which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he served as President (1998-2005). Mr. Hayes serves as President of Fidelity Service Company (2003-present) where he also serves as a Director. Mr. Hayes also served as President of Fidelity Investments Operations Group (FIOG, 2002-2005).

Kenneth A. Rathgeber (58)

Year of Election or Appointment: 2004

Chief Compliance Officer of Value Discovery. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

John R. Hebble (47)

Year of Election or Appointment: 2003

Deputy Treasurer of Value Discovery. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).

Bryan A. Mehrmann (44)

Year of Election or Appointment: 2005

Deputy Treasurer of Value Discovery. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Kimberley H. Monasterio (41)

Year of Election or Appointment: 2004

Deputy Treasurer of Value Discovery. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Kenneth B. Robins (35)

Year of Election or Appointment: 2005

Deputy Treasurer of Value Discovery. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Robert G. Byrnes (38)

Year of Election or Appointment: 2005

Assistant Treasurer of Value Discovery. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

John H. Costello (58)

Year of Election or Appointment: 2002

Assistant Treasurer of Value Discovery. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (51)

Year of Election or Appointment: 2004

Assistant Treasurer of Value Discovery. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (50)

Year of Election or Appointment: 2002

Assistant Treasurer of Value Discovery. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Gary W. Ryan (46)

Year of Election or Appointment: 2005

Assistant Treasurer of Value Discovery. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

Salvatore Schiavone (39)

Year of Election or Appointment: 2005

Assistant Treasurer of Value Discovery. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Value Discovery voted to pay on September 12, 2005, to shareholders of record at the opening of business on September 9, 2005 a distribution of $.43 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.01 per share from net investment income.

The fund hereby designates as capital gain dividends: For dividends with respect to the taxable year ended (July 31, 2005,) $3,263,502, or, if subsequently determined to be different, the net capital gain of such year, and for dividends with respect to the taxable year ended (July 31, 2004,) $1,504,069, or, if subsequently determined to be different, the excess of: (a) the net capital gain of such year, over (b) amounts previously designated as capital gain dividends with respect to such year.

The fund designates 22% and 100% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 27% and 100% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2006 of amounts for use in preparing 2005 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Value Discovery Fund

Each year, typically in July, the Board of Trustees, including the independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders by Fidelity. At the time of the renewal, the Board had 11 standing committees, each composed of independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically during the first six months of each year and as necessary to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2005 meeting, the Board of Trustees, including the independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (1) the nature, extent, and quality of the services to be provided to the fund and its shareholders by Fidelity (including the investment performance of the fund); (2) the competitiveness of the management fee and total expenses of the fund; (3) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (4) the extent to which economies of scale would be realized as the fund grows; and (5) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided by Fidelity. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Fidelity Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily decided in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources. The Board also considered the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2004, Fidelity has taken a number of actions that benefited particular funds, including (i) voluntarily deciding in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources, (ii) contractually agreeing to impose management fee reductions and expense limitations on its five Spartan stock index funds and its stock index fund available through variable insurance products, (iii) contractually agreeing to eliminate the management fees on the Fidelity Freedom Funds and the Fidelity Advisor Freedom Funds, (iv) contractually agreeing to reduce the management fees on most of its investment-grade taxable bond funds, and (v) contractually agreeing to impose expense limitations on its retail and Spartan investment-grade taxable bond funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2004, the fund's return, the return of a broad-based securities market index ("benchmark"), and a range of returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within the chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below the chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued



The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the first quartile for the one-year period. The Board noted that FMR does not consider that Lipper peer group to be a meaningful comparison for the fund, however, because the peer group includes funds with different investment mandates (some broader, some narrower) than the fund. For example, the peer group includes funds that are not limited to a particular investment style, funds that focus on growth-oriented stocks, and funds that (like the fund) focus their investments on value-oriented securities. The Board also stated that the relative investment performance of the fund was lower than its benchmark for the one-year period. The Board stated that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent launch.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board has had thorough discussions with FMR throughout the year about the Board's and FMR's concerns about equity research, equity fund performance, and compliance with internal policies governing gifts and entertainment. FMR has taken steps that it believes will refocus and strengthen equity research and equity portfolio management and compliance. The Board noted with favor FMR's recent reorganization of its senior management team and FMR's plans to dedicate additional resources to investment research, and participated in the process that led to those changes.

Annual Report

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 15% means that 85% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile ("quadrant") in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued



The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2004. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the fund's negative performance adjustment. As part of its review, the Board also considered current and historical total expenses of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expenses ranked below its competitive median for 2004.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Annual Report

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business. In addition, a special committee of the Board reviewed services provided to Fidelity by its affiliates and determined that the fees that Fidelity paid for such services were reasonable.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information regarding (i) equity fund transfer agency fees; (ii) Fidelity's fund profitability methodology and the impact of various changes in the methodology over time; (iii) benefits to shareholders from economies of scale; (iv) composition and characteristics of various fund and industry data used in comparisons; and (v) compensation of portfolio managers and research analysts.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the existing advisory fee structures are fair and reasonable, and that the fund's existing Advisory Contracts should be renewed.

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Far East) Inc.

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

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

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

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

FVD-UANN-0905
1.789714.102

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

Item 2. Code of Ethics

As of the end of the period, July 31, 2005, Fidelity Puritan Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate Audit Fees billed by PricewaterhouseCoopers LLP (PwC) for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Balanced Fund, Fidelity Low-Priced Stock Fund and Fidelity Puritan Fund (the funds) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund

2005A

2004A

Fidelity Balanced Fund

$107,000

$98,000

Fidelity Low-Priced Stock Fund

$184,000

$135,000

Fidelity Puritan Fund

$226,000

$205,000

All funds in the Fidelity Group of Funds audited by PwC

$11,600,000

$10,600,000

A

Aggregate amounts may reflect rounding.

For the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate Audit Fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Value Discovery Fund (the fund) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund

2005A

2004A

Fidelity Value Discovery Fund

$34,000

$33,000

All funds in the Fidelity Group of Funds audited by Deloitte Entities

$4,800,000

$4,200,000

A

Aggregate amounts may reflect rounding.

(b) Audit-Related Fees.

In each of the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund

2005A

2004A

Fidelity Balanced Fund

$0

$0

Fidelity Low-Priced Stock Fund

$0

$0

Fidelity Puritan Fund

$0

$0

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate Audit-Related Fees billed by Deloitte Entities for services rendered for assurance and related services to the fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund

2005A

2004A

Fidelity Value Discovery Fund

$0

$0

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate Audit-Related Fees that were billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of Fidelity Management & Research Company (FMR) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By

2005A

2004A

PwC

$0

$50,000

Deloitte Entities

$0

$0

A

Aggregate amounts may reflect rounding.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(c) Tax Fees.

In each of the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.

Fund

2005A

2004A

Fidelity Balanced Fund

$4,200

$3,900

Fidelity Low-Priced Stock Fund

$2,500

$2,300

Fidelity Puritan Fund

$4,200

$3,900

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate Tax Fees billed by Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for the fund is shown in the table below.

Fund

2005A

2004A

Fidelity Value Discovery Fund

$3,100

$3,100

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate Tax Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2005A

2004A

PwC

$0

$0

Deloitte Entities

$0

$0

A

Aggregate amounts may reflect rounding.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees.

In each of the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the funds is shown in the table below.

Fund

2005A

2004A

Fidelity Balanced Fund

$12,100

$9,300

Fidelity Low-Priced Stock Fund

$31,200

$22,800

Fidelity Puritan Fund

$21,900

$19,200

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate Other Fees billed by Deloitte Entities for all other non-audit services rendered to the fund is shown in the table below.

Fund

2005A

2004A

Fidelity Value Discovery Fund

$ 0

$0

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate Other Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2005A

2004A

PwC

$280,000

$280,000

Deloitte Entities

$210,000

$790,000

A

Aggregate amounts may reflect rounding.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.

(e) (1)

Audit Committee Pre-Approval Policies and Procedures:

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity Fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

(e) (2)

Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Audit-Related Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended July 31, 2005 and July 31, 2004 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended July 31, 2005 and July 31, 2004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

Tax Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended July 31, 2005 and July 31, 2004 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended July 31, 2005 and July 31, 2004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended July 31, 2005 and July 31, 2004 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended July 31, 2005 and July 31, 2004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

(f) According to PwC for the fiscal year ended July 31, 2005, the percentage of hours spent on the audit of each fund's financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of PwC is as follows:

Fund

2005

Fidelity Balanced Fund

0%

Fidelity Low-Priced Stock Fund

0%

Fidelity Puritan Fund

0%

According to Deloitte Entities for the fiscal year ended July 31, 2005, the percentage of hours spent on the audit of the fund's financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of Deloitte Entities is as follows:

Fund

2005

Fidelity Value Discovery Fund

0%

(g) For the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate fees billed by PwC of $3,650,000A and $1,900,000A for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

2005A

2004A

Covered Services

$400,000

$400,000

Non-Covered Services

$3,250,000

$1,500,000

A

Aggregate amounts may reflect rounding.

For the fiscal years ended July 31, 2005 and July 31, 2004, the aggregate fees billed by Deloitte Entities of $600,000A and $2,000,000A for non-audit services rendered on behalf of the fund, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

2005A

2004A

Covered Services

$200,000

$800,000

Non-Covered Services

$400,000

$1,200,000

A

Aggregate amounts may reflect rounding.

(h) The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No.1, regarding their independence from the funds and their related entities.

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. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. 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 trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(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 Puritan Trust

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

September 21, 2005

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:

September 21, 2005

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

September 21, 2005