N-30D 1 main.htm

Fidelity®

Balanced

Fund

Semiannual Report

January 31, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

After three consecutive months of steady buying, equity investors took a breather in the first month of the New Year to assess the degree of any real economic turnaround. As a result, most major stock market benchmarks declined - albeit slightly - for the first time since September 2001. Investor uncertainty gave a boost to the fixed-income markets in January, as nearly all categories of investment-grade bonds rebounded from their fourth-quarter lull.

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

The longer your investment time frame, the less likely it is that you will be affected by short-term market volatility. A 10-year investment horizon appropriate for saving for a college education, for example, enables you to weather market cycles in a long-term fund, which may have a higher risk potential, but also has a higher potential rate of return.

An intermediate-length fund could make sense if your investment horizon is two to four years, while a short-term bond fund could be the right choice if you need your money in one or two years.

If your time horizon is less than a year, you might want to consider moving some of your bond investment into a money market fund. These funds seek income and a stable share price by investing in high-quality, short-term investments. Of course, it's important to remember that an investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these types of funds.

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended January 31, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity® Balanced

-1.23%

-1.22%

68.60%

165.56%

Fidelity Balanced Hybrid Composite

-1.42%

-3.26%

54.00%

188.76%

LB Aggregate Bond

3.20%

7.56%

43.80%

105.45%

Russell 3000 ®

-5.32%

-15.46%

51.64%

227.18%

Russell 3000 ® Value

-4.26%

-5.44%

60.42%

270.84%

S&P 500 ®

-6.01%

-16.15%

54.18%

238.99%

Balanced Funds Average

-2.77%

-7.33%

39.86%

147.87%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Fidelity Balanced Hybrid Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Russell 3000 ® Index, the Russell 3000 ® Value Index and the Lehman Brothers ® Aggregate Bond Index using a weighting of 30%, 30% and 40%, respectively. To measure how the fund's performance stacked up against its peers, you can compare it to the balanced funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 498 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges.

Average Annual Total Returns

Periods ended January 31, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity Balanced

-1.22%

11.01%

10.26%

Fidelity Balanced Hybrid Composite

-3.26%

9.02%

11.19%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

Semiannual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Balanced Fund on January 31, 1992. As the chart shows, by January 31, 2002, the value of the investment would have grown to $26,556 - a 165.56% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 SM Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the Standard & Poor's 500 Index would have grown to $33,899 - a 238.99% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $20,545 - a 105.45% increase. You can also look at how the Fidelity Balanced Hybrid Composite Index did over the same period. The composite index combines the total returns of the Russell 3000 Index, the Russell 3000 Value Index and the Lehman Brothers Aggregate Bond Index, and assumes monthly rebalancing of the mix. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $28,876 - a 188.76% increase.

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

Understanding
Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

Semiannual Report

Fund Talk: The Managers' Overview

Market Recap

Years from now, few equity investors are likely to recall the six-month period that ended on January 31, 2002, with adoration. For most, it was a time of disappointment. The slumping U.S. economy pulled down corporate profits in many industries. The low point came in the third quarter of 2001, as quarterly gross domestic product growth slowed into negative territory for the first time since 1993, and year-over-year corporate profits fell to new lows. Elsewhere, the terrorist attacks on September 11 sent stocks downward, but fortunately, by the end of 2001, most indexes had recovered to levels seen just prior to those attacks. Still, the returns of major equity indexes reflected the poor market environment. The blue chips' Dow Jones Industrial AverageSM declined 4.84%, while the large-cap Standard & Poor's 500SM Index and the tech-heavy NASDAQ Composite® Index fell 6.01% and 4.44%, respectively. One of the equity markets' few bright spots was the small-cap value category, which returned 4.85% as measured by the Russell 2000® Value Index. Meanwhile, bonds continued their dominance over stocks, as a protracted downturn in the economy further exacerbated a flight to safety in high-quality fixed-income securities by risk-averse investors. The Lehman Brothers® Aggregate Bond Index - a proxy for taxable-bond performance - returned 3.20% during the past six months.

(Portfolio Manager photograph)
An interview with Larry Rakers (right), who became Lead Portfolio Manager of Fidelity Balanced Fund on February 6, 2002, after the period covered by this report, and Kevin Grant (left), manager for fixed-income investments.

Q. How did the fund perform, Larry?

L.R. For the six months that ended January 31, 2002, the fund returned -1.23%, topping the balanced funds average tracked by Lipper Inc., which returned -2.77%. The fund also outperformed the Fidelity Balanced Hybrid Composite index - a hypothetical combination of unmanaged indexes including the total returns of the Russell 3000® Index, Russell 3000® Value Index and the Lehman Brothers Aggregate Bond Index, using a weighting of 30%, 30% and 40%, respectively - which declined 1.42% during the same six-month period.

Q. What allowed the fund to outpace its index and peer group average during the past six months?

L.R. Sticking with a more conservative game plan continued to pay off relative to the fund's benchmarks. Asset allocation helped set the tone, as we benefited from emphasizing stronger-performing fixed-income securities - that is, bonds and cash - at the expense of equities, which trailed most other asset classes during the period despite snapping back strongly in the fourth quarter. While our investment-grade bond holdings outperformed, we further benefited versus the index by adding more exposure to attractively valued high-yield bonds, which also had a nice run. Favorable sector positioning within equities also aided performance, particularly versus the Lipper average. The fact is, we were much more defensively postured than our average competitor, which helped quite a bit early in the period when the market headed south. We were rewarded for focusing on companies that continued to deliver stable earnings in a weak economy and had specific catalysts improving their prospects. Consumer staples stocks Gillette and Philip Morris were good examples of reliable "steady Eddies" that successfully navigated a challenging economic backdrop.

Semiannual Report

Fund Talk: The Managers' Overview - continued

Q. What other factors influenced returns?

L.R. While our defensiveness paid off early on, so did our decision to become more aggressive following the aftermath of September 11. Sensing eventual improvement in the economy, in light of aggressive rate cutting by the Federal Reserve Board, the fund's former manager wisely raised the portfolio's weighting in more cyclically oriented sectors such as consumer discretionary and industrials. We picked up several quality stocks, including casino giant Harrah's, heavy truck maker Navistar and industrial gases supplier Praxair, that all advanced sharply from their post-9/11 lows. On the down side, poor stock picking in utilities did much of the damage, led by global power generator AES. Our underweighting in technology relative to the index also hurt, as we missed much of the fourth-quarter rally enjoyed by semiconductor stocks such as Intel, which was sold during the period. Airlines also detracted, most notably Northwest Airlines and AMR - the parent company of American Airlines.

Q. Turning to you, Kevin, what drove the fund's investment-grade bond holdings?

K.G. Declining short-term interest rates and a steepening yield curve bolstered our investment-grade bonds. Our holdings garnered an advantage over the Lehman Brothers index primarily through an emphasis on the spread sectors - particularly corporate bonds and mortgage securities - which outperformed Treasuries. Strong security selection and effective yield curve positioning were keys to our success during the period. My strategy of focusing on quality and diversification within our corporate holdings really paid off during a period in which several companies experienced severe financial stress. Also important was my decision to emphasize the intermediate part of the curve where most of the spread tightening and positive price performance was concentrated. Moreover, the fund benefited from the sizable yield advantage it had over government bonds. The fund's overweighting in current coupon mortgages further enhanced our relative return, as these securities rode investors' growing enthusiasm for high-quality, higher-yielding alternatives to Treasuries. We benefited from adding to the position during the fall when mortgage prices cheapened considerably, as falling interest rates triggered a massive refinancing wave.

Q. Larry, what's your outlook?

L.R. I believe the economy's going to improve at some point in 2002, but I'm letting the market tell me how aggressive the fund should be positioned. As sectors start to rally and valuations begin to reflect a recovery, I may consider paring back positions. Conversely, if valuations deteriorate, I may look to buy more. All the while, I'll continue to be opportunistic and try to further leverage our strong research capabilities to try and find the optimal mix of securities for this fund.

Semiannual Report

Fund Talk: The Managers' Overview - continued

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

Fund Facts

Goal: income and capital growth consistent with reasonable risk

Fund number: 304

Trading symbol: FBALX

Start date: November 6, 1986

Size: as of January 31, 2002, more than $7.0 billion

Manager: Larry Rakers, since February 2002; manager, Fidelity Convertible Securities Fund, 2001-2002; Fidelity Select Computers Portfolio, Fidelity Select Technology Portfolio and Fidelity Advisor Technology Fund, 2000-2001; Fidelity Advisor Natural Resources Fund, 1997-1999; several Fidelity Select Portfolios, 1995-1999; joined Fidelity in 1993; Kevin Grant, since 1997; manager, several Fidelity investment-grade taxable bond funds, joined Fidelity in 1993

3

Larry Rakers discusses his approach to managing the fund:

"My view of the economic outlook will help me decide sector weightings for the fund. Within that, I'm going to rely on our research team to help me identify what we feel are the best companies with the best outlooks at the right prices. In my opinion, Balanced Fund shareholders are better served by my emphasis on individual stock picking, rather than by my focusing on asset allocation decisions.

"While I'm generally comfortable with how the fund is currently positioned, I may make some changes over the coming months. Right now, the fund has a sizable interest in some of the more volatile market segments that I followed closely as an analyst and portfolio manager, including technology and traditional cyclicals, which I believe could help the fund as we look forward to a recovery. Compared to the fund's former manager, my feeling is that the economy will improve at a slightly faster pace; therefore, I may look to get even more aggressive and further increase our cyclical exposure. I also may begin to define value a little differently. I'd rather own a top-tier company whose stock is trading at an average or below-average valuation than a mediocre name at a really low price. I feel this approach could help me improve the overall quality of the portfolio along with its risk/return profile."

Semiannual Report

Investment Changes

Top Five Stocks as of January 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Citigroup, Inc.

1.6

1.3

Exxon Mobil Corp.

1.4

1.5

Microsoft Corp.

1.3

0.9

Philip Morris Companies, Inc.

1.3

1.1

Freddie Mac

1.1

1.2

6.7

Top Five Bond Issuers as of January 31, 2002

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Fannie Mae

11.0

13.7

U.S. Treasury Obligations

6.5

5.6

Government National Mortgage Association

4.4

3.5

Freddie Mac

1.2

0.8

Avon Energy Partners Holdings

0.4

0.4

23.5

Top Five Market Sectors as of January 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

18.4

18.9

Consumer Discretionary

11.1

11.4

Industrials

8.0

7.7

Consumer Staples

6.6

5.5

Information Technology

5.9

6.9

Asset Allocation (% of fund's net assets)

As of January 31, 2002*

As of July 31, 2001**

Stocks 55.0%

Stocks and
Equity Futures 56.5%

Bonds 40.4%

Bonds 40.8%

Short-Term
Investments and
Net Other Assets 4.6%

Short-Term
Investments and
Net Other Assets 2.7%

* Foreign investments

4.1%

** Foreign investments

4.7%



Semiannual Report

Investments January 31, 2002

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 55.0%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 8.7%

Auto Components - 0.1%

Visteon Corp.

300,000

$ 3,990

Automobiles - 0.1%

Ford Motor Co.

275,000

4,208

Hotels, Restaurants & Leisure - 1.8%

Harrah's Entertainment, Inc. (a)

825,000

31,490

McDonald's Corp.

1,385,200

37,650

MGM Mirage, Inc. (a)

475,000

15,466

Outback Steakhouse, Inc. (a)

325,000

12,058

Starwood Hotels & Resorts Worldwide, Inc. unit

280,000

9,590

Wendy's International, Inc.

575,000

17,940

124,194

Household Durables - 1.8%

Black & Decker Corp.

925,000

38,073

Centex Corp.

365,000

21,710

D.R. Horton, Inc.

65,200

2,441

Fleetwood Enterprises, Inc.

294,303

3,237

Harman International Industries, Inc.

125,000

5,903

Maytag Corp.

845,077

26,941

Whirlpool Corp.

395,000

28,717

127,022

Leisure Equipment & Products - 0.0%

Mattel, Inc.

200,000

3,800

Media - 2.3%

AOL Time Warner, Inc. (a)

464,242

12,214

Clear Channel Communications, Inc. (a)

447,000

20,580

E.W. Scripps Co. Class A

124,200

8,806

Fox Entertainment Group, Inc. Class A (a)

188,000

3,957

General Motors Corp. Class H (a)

354,403

5,564

Liberty Media Corp. Class A (a)

1,263,600

16,427

McGraw-Hill Companies, Inc.

323,300

20,717

News Corp. Ltd. ADR

298,200

8,350

The New York Times Co. Class A

239,500

10,090

Tribune Co.

75,000

2,788

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

633,000

25,314

Walt Disney Co.

1,256,400

26,460

161,267

Multiline Retail - 1.2%

BJ's Wholesale Club, Inc. (a)

85,000

4,042

Costco Wholesale Corp. (a)

500,000

23,000

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Multiline Retail - continued

Dillard's, Inc. Class A

575,000

$ 8,269

Federated Department Stores, Inc. (a)

475,000

19,770

Sears, Roebuck & Co.

180,600

9,543

Target Corp.

460,000

20,429

85,053

Specialty Retail - 1.2%

Abercrombie & Fitch Co. Class A (a)

200,000

5,310

AutoNation, Inc. (a)

900,800

11,440

Best Buy Co., Inc. (a)

148,400

10,982

Foot Locker, Inc. (a)

475,000

7,363

Gap, Inc.

500,000

7,200

Office Depot, Inc. (a)

1,376,800

22,648

Sherwin-Williams Co.

250,000

6,930

The Limited, Inc.

420,000

7,791

Toys 'R' Us, Inc. (a)

225,000

4,401

84,065

Textiles & Apparel - 0.2%

Jones Apparel Group, Inc. (a)

325,000

10,780

Liz Claiborne, Inc.

150,000

4,106

14,886

TOTAL CONSUMER DISCRETIONARY

608,485

CONSUMER STAPLES - 6.1%

Beverages - 1.7%

Anheuser-Busch Companies, Inc.

660,800

31,236

PepsiCo, Inc.

770,870

38,613

The Coca-Cola Co.

1,191,500

52,128

121,977

Food & Drug Retailing - 0.6%

Albertson's, Inc.

150,000

4,313

CVS Corp.

775,000

21,080

Safeway, Inc. (a)

450,000

18,203

43,596

Food Products - 0.8%

Dean Foods Co. (a)

181,700

11,883

Kraft Foods, Inc. Class A

271,600

10,065

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Food Products - continued

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

275,000

$ 12,155

Sara Lee Corp.

975,000

20,621

54,724

Household Products - 0.9%

Kimberly-Clark Corp.

500,000

30,150

Procter & Gamble Co.

420,000

34,306

64,456

Personal Products - 0.8%

Avon Products, Inc.

189,100

9,304

Gillette Co.

1,475,000

49,118

58,422

Tobacco - 1.3%

Loews Corp. - Carolina Group

43,900

1,229

Philip Morris Companies, Inc.

1,715,000

85,939

87,168

TOTAL CONSUMER STAPLES

430,343

ENERGY - 4.5%

Energy Equipment & Services - 1.0%

Diamond Offshore Drilling, Inc.

150,000

4,317

Global Industries Ltd. (a)

279,400

2,353

Grant Prideco, Inc. (a)

423,400

4,001

Patterson-UTI Energy, Inc. (a)

100,000

2,168

Schlumberger Ltd. (NY Shares)

380,000

21,428

Smith International, Inc. (a)

50,000

2,753

Varco International, Inc. (a)

255,850

3,710

Weatherford International, Inc. (a)

658,400

25,342

66,072

Oil & Gas - 3.5%

Burlington Resources, Inc.

150,000

5,136

ChevronTexaco Corp.

603,150

50,544

Conoco, Inc.

1,974,000

55,588

Exxon Mobil Corp.

2,439,400

95,259

Phillips Petroleum Co.

665,000

38,883

245,410

TOTAL ENERGY

311,482

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - 12.3%

Banks - 3.8%

Bank of America Corp.

1,087,300

$ 68,533

Bank of New York Co., Inc.

230,000

9,425

Bank One Corp.

300,000

11,250

Comerica, Inc.

50,000

2,815

FleetBoston Financial Corp.

1,095,000

36,814

Mellon Financial Corp.

639,000

24,538

PNC Financial Services Group, Inc.

677,500

39,126

U.S. Bancorp, Delaware

1,081,705

22,521

Wachovia Corp.

1,059,360

35,224

Wells Fargo & Co.

426,300

19,776

270,022

Diversified Financials - 5.8%

American Express Co.

1,075,000

38,539

Charles Schwab Corp.

1,083,850

15,575

Citigroup, Inc.

2,399,704

113,746

Fannie Mae

633,000

51,241

Freddie Mac

1,133,700

76,094

J.P. Morgan Chase & Co.

550,750

18,753

Lehman Brothers Holdings, Inc.

62,600

4,055

Merrill Lynch & Co., Inc.

730,000

37,215

Morgan Stanley Dean Witter & Co.

663,000

36,465

USA Education, Inc.

135,000

12,150

403,833

Insurance - 2.1%

AFLAC, Inc.

780,000

20,374

Allmerica Financial Corp.

550,000

23,166

American International Group, Inc.

691,531

51,277

Marsh & McLennan Companies, Inc.

75,000

7,639

MetLife, Inc.

1,375,000

41,773

Prudential Financial, Inc.

53,000

1,646

145,875

Real Estate - 0.6%

Apartment Investment & Management Co. Class A

100,000

4,360

Equity Office Properties Trust

1,072,400

30,874

MeriStar Hospitality Corp.

290,000

4,089

39,323

TOTAL FINANCIALS

859,053

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - 4.8%

Health Care Equipment & Supplies - 0.2%

Guidant Corp. (a)

133,500

$ 6,415

Zimmer Holdings, Inc. (a)

353,470

11,498

17,913

Health Care Providers & Services - 1.0%

Cardinal Health, Inc.

340,000

22,409

HCA, Inc.

175,000

7,438

McKesson Corp.

590,000

22,715

Pharmaceutical Product Development, Inc. (a)

325,000

10,546

Tenet Healthcare Corp. (a)

75,000

4,784

67,892

Pharmaceuticals - 3.6%

Abbott Laboratories

355,700

20,524

American Home Products Corp.

633,500

40,962

Bristol-Myers Squibb Co.

1,422,500

64,539

Elan Corp. PLC sponsored ADR (a)

320,000

8,989

Eli Lilly & Co.

97,300

7,307

Johnson & Johnson

225,000

12,940

Merck & Co., Inc.

350,000

20,713

Perrigo Co. (a)

400,000

5,160

Pfizer, Inc.

1,388,700

57,867

Schering-Plough Corp.

401,000

12,984

251,985

TOTAL HEALTH CARE

337,790

INDUSTRIALS - 6.8%

Aerospace & Defense - 0.8%

Boeing Co.

318,200

13,030

General Dynamics Corp.

60,000

5,374

Honeywell International, Inc.

555,000

18,654

United Technologies Corp.

295,000

20,275

57,333

Airlines - 0.2%

AMR Corp. (a)

125,000

3,118

Northwest Airlines Corp. (a)

548,540

8,437

11,555

Building Products - 0.5%

Masco Corp.

1,200,000

32,112

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Commercial Services & Supplies - 1.4%

Allied Waste Industries, Inc. (a)

1,142,000

$ 12,539

Avery Dennison Corp.

75,000

4,463

Cendant Corp. (a)

1,500,000

26,220

First Data Corp.

125,000

10,341

Herman Miller, Inc.

250,000

6,210

Manpower, Inc.

425,000

14,837

NCO Group, Inc. (a)

225,000

5,081

Sabre Holdings Corp. Class A (a)

352,928

15,769

95,460

Electrical Equipment - 0.3%

Emerson Electric Co.

292,400

16,942

Industrial Conglomerates - 1.5%

General Electric Co.

1,163,200

43,213

Minnesota Mining & Manufacturing Co.

277,300

30,725

Textron, Inc.

420,000

19,249

Tyco International Ltd.

360,800

12,682

105,869

Machinery - 1.3%

Ingersoll-Rand Co. Ltd. Class A

700,000

30,961

Kennametal, Inc.

100,000

3,803

Milacron, Inc.

815,000

11,858

Navistar International Corp.

1,053,000

41,078

Pentair, Inc.

147,800

5,217

92,917

Marine - 0.1%

Teekay Shipping Corp.

275,000

9,512

Road & Rail - 0.7%

Burlington Northern Santa Fe Corp.

575,000

16,238

J.B. Hunt Transport Services, Inc. (a)

84,500

2,348

Union Pacific Corp.

525,000

32,576

51,162

TOTAL INDUSTRIALS

472,862

INFORMATION TECHNOLOGY - 5.5%

Communications Equipment - 0.5%

CIENA Corp. (a)

159,700

2,028

Cisco Systems, Inc. (a)

604,700

11,973

Comverse Technology, Inc. (a)

225,000

4,808

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Lucent Technologies, Inc.

1,750,000

$ 11,445

Motorola, Inc.

309,400

4,118

SpectraSite Holdings, Inc. (a)

939,800

1,663

36,035

Computers & Peripherals - 0.6%

Compaq Computer Corp.

200,000

2,470

Dell Computer Corp. (a)

275,100

7,562

EMC Corp. (a)

225,000

3,690

Gateway, Inc. (a)

125,000

651

Hewlett-Packard Co.

200,000

4,422

International Business Machines Corp.

182,100

19,647

Lexmark International, Inc. Class A (a)

50,000

2,778

41,220

Electronic Equipment & Instruments - 0.5%

Agilent Technologies, Inc. (a)

578,348

17,553

Amphenol Corp. Class A (a)

175,000

8,050

Avnet, Inc.

225,100

5,999

Thermo Electron Corp.

175,000

3,843

35,445

Internet Software & Services - 0.0%

Homestore.com, Inc. (a)

650,000

962

IT Consulting & Services - 0.4%

Computer Sciences Corp. (a)

447,300

19,905

Electronic Data Systems Corp.

115,000

7,200

27,105

Semiconductor Equipment & Products - 1.4%

Advanced Micro Devices, Inc. (a)

350,000

5,618

Analog Devices, Inc. (a)

190,000

8,322

ATMI, Inc. (a)

200,000

5,906

Fairchild Semiconductor International, Inc. Class A (a)

575,000

15,174

Integrated Circuit Systems, Inc. (a)

398,410

9,622

Integrated Device Technology, Inc. (a)

125,000

3,819

International Rectifier Corp. (a)

250,000

10,410

Intersil Corp. Class A (a)

200,000

5,944

KLA-Tencor Corp. (a)

112,000

6,415

LAM Research Corp. (a)

260,000

6,048

LSI Logic Corp. (a)

350,000

5,803

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

Samsung Electronics Co. Ltd.

39,200

$ 8,996

Teradyne, Inc. (a)

229,000

6,838

98,915

Software - 2.1%

BEA Systems, Inc. (a)

252,300

4,574

Computer Associates International, Inc.

1,426,200

49,147

Microsoft Corp. (a)

1,370,400

87,308

Synopsys, Inc. (a)

50,000

2,594

143,623

TOTAL INFORMATION TECHNOLOGY

383,305

MATERIALS - 2.1%

Chemicals - 1.1%

Dow Chemical Co.

395,775

11,691

E.I. du Pont de Nemours & Co.

385,703

17,037

Georgia Gulf Corp.

214,900

4,277

Lyondell Chemical Co.

550,000

7,409

PolyOne Corp.

700,000

7,035

Praxair, Inc.

430,000

24,962

Solutia, Inc.

444,000

3,947

76,358

Containers & Packaging - 0.1%

Temple-Inland, Inc.

180,000

9,965

Metals & Mining - 0.7%

Alcan, Inc.

200,000

7,791

Alcoa, Inc.

356,600

12,784

Newmont Mining Corp.

325,300

7,105

Phelps Dodge Corp.

657,400

22,924

50,604

Paper & Forest Products - 0.2%

Bowater, Inc.

250,000

11,985

Georgia-Pacific Group

50,000

1,250

13,235

TOTAL MATERIALS

150,162

Common Stocks - continued

Shares

Value (Note 1)
(000s)

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 3.3%

ALLTEL Corp.

260,000

$ 14,425

AT&T Corp.

2,187,850

38,725

BellSouth Corp.

1,425,500

57,020

CenturyTel, Inc.

213,800

6,581

Korea Telecom Corp. sponsored ADR

500,000

9,815

Qwest Communications International, Inc.

1,924,300

20,205

SBC Communications, Inc.

854,000

31,982

Verizon Communications, Inc.

975,000

45,191

WorldCom, Inc. - MCI Group

700,000

8,673

232,617

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc. Class A (a)

100,000

805

Vodafone Group PLC sponsored ADR

225,000

4,883

5,688

TOTAL TELECOMMUNICATION SERVICES

238,305

UTILITIES - 0.8%

Electric Utilities - 0.8%

AES Corp. (a)

677,017

9,174

FirstEnergy Corp.

308,200

11,465

Northeast Utilities

825,000

14,941

Southern Co.

525,000

12,941

TXU Corp.

200,000

9,744

58,265

TOTAL COMMON STOCKS

(Cost $3,421,473)

3,850,052

Nonconvertible Preferred Stocks - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

CSC Holdings, Inc.:

Series H, $11.75

10,400

1,118

Series M, $11.125

17,765

1,892

3,010

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $2,958)

3,010

Corporate Bonds - 15.5%

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Convertible Bonds - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Electronic Equipment & Instruments - 0.0%

Solectron Corp.:

liquid yield option note 0% 5/8/20

Ba1

$ 1,480

$ 834

0% 11/20/20

Ba1

1,480

689

1,523

Nonconvertible Bonds - 15.5%

CONSUMER DISCRETIONARY - 2.4%

Auto Components - 0.0%

American Axle & Manufacturing, Inc. 9.75% 3/1/09

B1

1,005

1,055

Delco Remy International, Inc. 11% 5/1/09

B2

750

720

Lear Corp. 8.11% 5/15/09

Ba1

1,020

1,051

2,826

Hotels, Restaurants & Leisure - 0.4%

Alliance Gaming Corp. 10% 8/1/07

B3

1,145

1,202

Anchor Gaming 9.875% 10/15/08

Ba3

135

150

Aztar Corp. 8.875% 5/15/07

Ba3

600

621

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B2

1,800

1,845

Boyd Gaming Corp. 9.25% 10/1/03

Ba3

910

930

Circus Circus Enterprises, Inc.:

6.45% 2/1/06

Ba2

860

823

6.75% 7/15/03

Ba3

170

168

Domino's, Inc. 10.375% 1/15/09

B3

2,580

2,780

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

900

947

Harrah's Operating Co., Inc. 7.875% 12/15/05

Ba1

1,070

1,118

Herbst Gaming, Inc. 10.75% 9/1/08

B2

960

1,008

Hilton Hotels Corp. 7.625% 5/15/08

Ba1

430

421

HMH Properties, Inc.:

7.875% 8/1/05

Ba3

380

371

7.875% 8/1/08

Ba3

475

461

Host Marriott LP 9.5% 1/15/07 (e)

Ba3

1,150

1,199

International Game Technology:

7.875% 5/15/04

Ba1

370

386

8.375% 5/15/09

Ba1

1,690

1,796

ITT Corp.:

6.75% 11/15/05

Ba1

860

834

7.375% 11/15/15

Ba1

715

635

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

La Quinta Inns, Inc. 7.25% 3/15/04

Ba3

$ 850

$ 829

MGM Mirage, Inc.:

6.95% 2/1/05

Ba1

450

446

9.75% 6/1/07

Ba2

200

214

Mirage Resorts, Inc.:

6.75% 8/1/07

Ba1

340

327

7.25% 10/15/06

Ba1

840

834

Mohegan Tribal Gaming Authority 8.125% 1/1/06

Ba2

1,540

1,571

Park Place Entertainment Corp.:

7.875% 12/15/05

Ba2

1,360

1,367

9.375% 2/15/07

Ba2

390

412

Station Casinos, Inc. 8.375% 2/15/08

Ba3

380

391

Sun International Hotels Ltd./Sun International North America, Inc.:

8.875% 8/15/11

Ba3

1,670

1,649

yankee:

8.625% 12/15/07

Ba3

240

236

9% 3/15/07

Ba3

270

271

Tricon Global Restaurants, Inc.:

8.5% 4/15/06

Ba1

345

359

8.875% 4/15/11

Ba1

2,150

2,290

28,891

Household Durables - 0.1%

D.R. Horton, Inc. 10.5% 4/1/05

Ba1

210

226

Juno Lighting, Inc. 11.875% 7/1/09

B3

700

707

Kaufman & Broad Home Corp. 7.75% 10/15/04

Ba2

560

560

KB Home 8.625% 12/15/08

Ba3

860

886

Kinetic Concepts, Inc. 9.625% 11/1/07

B3

90

92

Lennar Corp. 9.95% 5/1/10

Ba1

1,120

1,232

Ryland Group, Inc. 9.75% 9/1/10

Ba2

855

915

Schuler Homes, Inc. 10.5% 7/15/11

B2

600

633

5,251

Internet & Catalog Retail - 0.0%

J. Crew Group, Inc. 0% 10/15/08 (c)

Caa3

1,915

996

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Leisure Equipment & Products - 0.0%

Hasbro, Inc.:

5.6% 11/1/05

Ba3

$ 1,130

$ 1,057

6.15% 7/15/08

Ba3

220

206

7.95% 3/15/03

Ba3

1,070

1,086

8.5% 3/15/06

Ba3

300

308

2,657

Media - 1.5%

Adelphia Communications Corp.:

7.5% 1/15/04

B2

890

872

9.25% 10/1/02

B2

400

404

10.25% 11/1/06

B2

340

351

10.25% 6/15/11

B2

3,870

4,005

10.5% 7/15/04

B2

580

600

10.875% 10/1/10

B2

170

181

AMC Entertainment, Inc. 9.875% 2/1/12 (e)

Caa3

1,730

1,678

British Sky Broadcasting Group PLC yankee:

7.3% 10/15/06

Ba1

2,100

2,129

8.2% 7/15/09

Ba1

7,750

7,928

Century Communications Corp.:

0% 3/15/03

B2

170

158

8.375% 12/15/07

B2

1,300

1,203

9.5% 3/1/05

B2

230

228

9.75% 2/15/02

B2

30

30

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

0% 1/15/10 (c)

B2

610

442

0% 5/15/11 (c)

B2

7,460

4,663

8.25% 4/1/07

B2

1,870

1,786

8.625% 4/1/09

B2

2,390

2,282

Cinemark USA, Inc. 9.625% 8/1/08

Caa2

1,705

1,620

Clear Channel Communications, Inc. 6% 11/1/06

Baa3

9,500

9,416

Continental Cablevision, Inc. 8.3% 5/15/06

Baa2

2,485

2,688

Cox Communications, Inc. 7.75% 11/1/10

Baa2

6,900

7,437

CSC Holdings, Inc. 9.875% 4/1/23

BB-

660

701

EchoStar DBS Corp.:

9.125% 1/15/09 (e)

B1

850

872

9.25% 2/1/06

B1

2,025

2,066

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Fox Family Worldwide, Inc.:

0% 11/1/07 (c)

Baa1

$ 1,540

$ 1,532

9.25% 11/1/07

Baa1

2,405

2,621

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 11.875% 9/15/07

B2

865

928

FrontierVision Holdings LP/FrontierVision Holdings Capital II Corp. 11.875% 9/15/07

B2

940

1,008

Hearst-Argyle Television, Inc. 7% 1/15/18

Baa3

10,675

9,345

Insight Communications, Inc. 0% 2/15/11 (c)

B3

710

442

Lamar Media Corp.:

9.25% 8/15/07

B1

500

523

9.625% 12/1/06

Ba3

500

524

News America Holdings, Inc. 8% 10/17/16

Baa3

13,000

13,593

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B2

2,760

2,760

Pegasus Satellite Communications, Inc. 0% 3/1/07 (c)

Caa1

830

432

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

B3

2,340

2,451

Regal Cinemas Corp. 9.375% 2/1/12 (e)

B3

480

485

Sinclair Broadcast Group, Inc.:

8.75% 12/15/07

B2

460

474

8.75% 12/15/11 (e)

B2

1,070

1,102

TCI Communications, Inc. 9.8% 2/1/12

Baa2

6,290

7,500

Telemundo Holdings, Inc. 0% 8/15/08 (c)

B3

650

611

Telewest Communications PLC yankee 9.875% 2/1/10

B2

350

245

Telewest PLC yankee:

9.625% 10/1/06

B2

180

119

11% 10/1/07

B2

1,375

935

Time Warner Entertainment Co. LP 8.375% 7/15/33

Baa1

3,800

4,207

Yell Finance BV:

0% 8/1/11 (c)

B2

600

351

10.75% 8/1/11

B2

440

464

106,392

Multiline Retail - 0.2%

Dillard's, Inc.:

6.125% 11/1/03

Ba1

150

141

6.39% 8/1/03

Ba1

640

611

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Multiline Retail - continued

Dillard's, Inc.: - continued

7.15% 9/1/02

Ba1

$ 1,000

$ 988

7.375% 6/1/06

Ba1

80

71

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

2,275

2,389

JCPenney Co., Inc.:

6.125% 11/15/03

Ba2

370

359

6.5% 6/15/02

Ba2

570

566

6.9% 8/15/26

Ba2

265

260

7.25% 4/1/02

Ba2

780

782

7.95% 4/1/17

Ba2

300

259

Saks, Inc. 9.875% 10/1/11 (e)

B1

375

334

Target Corp. 5.4% 10/1/08

A2

4,905

4,861

11,621

Specialty Retail - 0.1%

AutoNation, Inc. 9% 8/1/08

Ba2

630

654

Michaels Stores, Inc. 9.25% 7/1/09

Ba2

1,850

1,998

Office Depot, Inc. 10% 7/15/08

Ba1

980

1,049

PETCO Animal Supplies, Inc. 10.75% 11/1/11 (e)

B3

610

637

United Rentals, Inc.:

8.8% 8/15/08

B2

90

88

9% 4/1/09

B2

90

89

9.25% 1/15/09

B2

500

498

5,013

Textiles & Apparel - 0.1%

Levi Strauss & Co. 6.8% 11/1/03

B2

1,420

1,349

The William Carter Co. 10.875% 8/15/11

B3

790

830

Tommy Hilfiger USA, Inc. 6.5% 6/1/03

Ba1

710

703

2,882

TOTAL CONSUMER DISCRETIONARY

166,529

CONSUMER STAPLES - 0.5%

Beverages - 0.0%

Canandaigua Brands, Inc. 8.625% 8/1/06

Ba2

320

336

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Beverages - continued

Constellation Brands, Inc. 8.125% 1/15/12

Ba3

$ 910

$ 927

Cott Beverages, Inc. 8% 12/15/11 (e)

B2

850

865

2,128

Food & Drug Retailing - 0.1%

Great Atlantic & Pacific Tea, Inc.:

7.75% 4/15/07

B2

340

335

9.125% 12/15/11

B2

440

454

Kroger Co. 8.05% 2/1/10

Baa3

5,645

6,228

Pathmark Stores, Inc. 8.75% 2/1/12 (e)

B2

420

428

Rite Aid Corp. 12.5% 9/15/06

B-

1,000

700

8,145

Food Products - 0.2%

Dean Foods Co.:

6.75% 6/15/05

Baa2

600

597

6.9% 10/15/17

Baa2

530

437

8.15% 8/1/07

Baa2

250

250

Del Monte Corp. 9.25% 5/15/11

B3

2,445

2,573

Kellogg Co. 6.6% 4/1/11

Baa2

5,000

5,134

Smithfield Foods, Inc. 8% 10/15/09

Ba2

1,100

1,141

10,132

Household Products - 0.1%

Fort James Corp.:

6.5% 9/15/02

Baa3

3,650

3,608

6.875% 9/15/07

Baa3

200

178

3,786

Tobacco - 0.1%

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

7,070

7,278

TOTAL CONSUMER STAPLES

31,469

ENERGY - 0.3%

Energy Equipment & Services - 0.1%

DI Industries, Inc. 8.875% 7/1/07

B1

1,165

1,148

Grant Prideco, Inc. 9.625% 12/1/07

Ba3

540

528

Key Energy Services, Inc.:

8.375% 3/1/08

Ba3

995

1,015

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Energy Equipment & Services - continued

Key Energy Services, Inc.: - continued

14% 1/15/09

B2

$ 722

$ 823

Parker Drilling Co. 9.75% 11/15/06

B1

600

588

4,102

Oil & Gas - 0.2%

Chesapeake Energy Corp.:

7.875% 3/15/04

B1

1,140

1,134

8.125% 4/1/11

B1

850

814

Cross Timbers Oil Co.:

8.75% 11/1/09

Ba3

720

751

9.25% 4/1/07

Ba3

140

146

Forest Oil Corp.:

8% 6/15/08

Ba3

350

354

8% 12/15/11 (e)

Ba3

390

390

Nuevo Energy Co.:

9.375% 10/1/10

B2

515

483

9.5% 6/1/08

B2

540

512

Pennzoil-Quaker State Co.:

6.75% 4/1/09

Ba2

40

38

9.4% 12/1/02 (d)

Ba2

50

51

10% 11/1/08 (e)

Ba3

1,550

1,651

Plains Resources, Inc. 10.25% 3/15/06

B2

145

149

Pogo Producing Co. 8.25% 4/15/11

B1

1,600

1,648

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

A2

4,320

4,571

The Coastal Corp. 9.625% 5/15/12

Baa2

2,370

2,734

Triton Energy Ltd. yankee 8.875% 10/1/07

BBB

160

176

Triton Energy Ltd./Triton Energy Corp. 9.25% 4/15/05

Baa2

130

144

Vintage Petroleum, Inc.:

7.875% 5/15/11

Ba3

260

239

9% 12/15/05

Ba3

390

382

16,367

TOTAL ENERGY

20,469

FINANCIALS - 6.1%

Banks - 1.5%

Bank of America Corp. 7.8% 2/15/10

Aa3

7,400

8,105

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Banks - continued

Bank One Corp. 7.875% 8/1/10

A1

$ 5,015

$ 5,538

BankAmerica Corp. 5.875% 2/15/09

Aa2

7,000

6,946

Barclays Bank PLC yankee 8.55% 9/29/49 (d)(e)

Aa2

4,025

4,505

Capital One Bank 6.375% 2/15/03

Baa2

4,300

4,349

First Union Corp. 7.55% 8/18/05

A1

5,000

5,408

First Union National Bank, North Carolina 7.8% 8/18/10

A1

10,000

11,033

FleetBoston Financial Corp. 7.25% 9/15/05

A1

10,935

11,703

HSBC Finance Nederland BV 7.4% 4/15/03 (e)

A1

750

784

Korea Development Bank:

6.625% 11/21/03

Baa2

4,045

4,189

7.125% 4/22/04

Baa2

2,500

2,638

7.375% 9/17/04

Baa2

1,295

1,379

MBNA Corp.:

6.34% 6/2/03

Baa2

1,800

1,842

6.875% 11/15/02

Baa2

8,350

8,595

PNC Funding Corp. 5.75% 8/1/06

A2

4,140

4,179

Royal Bank of Scotland Group PLC:

7.648% 12/31/49 (f)

Aa3

3,850

4,026

8.817% 3/31/49

A1

2,890

3,123

Sovereign Bancorp, Inc. 8.625% 3/15/04

Ba3

960

991

Washington Mutual Bank 6.875% 6/15/11

A3

3,300

3,402

Washington Mutual, Inc. 5.625% 1/15/07

A3

4,815

4,814

Zions Bancorp 8.625% 10/15/02

Baa1

6,000

6,247

103,796

Diversified Financials - 3.9%

Alamosa Delaware, Inc. 13.625% 8/15/11

Caa1

590

566

American Airlines pass thru trust certificate 7.8% 4/1/08 (e)

A

1,280

1,267

American Gen. Finance Corp. 5.875% 7/14/06

A1

13,000

13,257

Amvescap PLC:

5.9% 1/15/07 (e)

A2

2,810

2,832

yankee:

6.375% 5/15/03

A2

3,600

3,720

6.6% 5/15/05

A2

2,605

2,684

Armkel Finance, Inc. 9.5% 8/15/09 (e)

B2

960

1,013

Associates Corp. of North America 6% 7/15/05

Aa1

10,000

10,308

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

Athena Neurosciences Finance LLC 7.25% 2/21/08

Baa2

$ 5,225

$ 5,452

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp.:

8.875% 2/15/08

Ba3

675

682

8.875% 2/15/08 (e)

Ba3

140

141

CIT Group, Inc. 5.5% 2/15/04

A2

2,000

2,013

Citigroup, Inc. 7.25% 10/1/10

Aa2

10,200

10,942

Conoco Funding Co. 6.35% 10/15/11

Baa1

4,305

4,387

Countrywide Home Loans, Inc.:

5.25% 5/22/03

A3

5,950

6,077

5.25% 6/15/04

A3

2,425

2,464

5.5% 8/1/06

A3

4,500

4,494

Credit Suisse First Boston (USA), Inc. 5.875% 8/1/06

Aa3

4,600

4,723

Daimler-Chrysler NA Holding Corp. 6.59% 6/18/02

A3

1,250

1,262

Dana Credit Corp. 7.25% 12/6/02 (e)

Ba1

330

317

Devon Financing Corp. ULC:

6.875% 9/30/11 (e)

Baa2

7,800

7,664

7.875% 9/30/31 (e)

Baa2

8,000

8,205

El Paso Energy Partners LP/El Paso Energy Partners Finance Corp. 8.5% 6/1/11

B1

470

479

First Union Capital II 7.95% 11/15/29

A2

8,050

8,293

Ford Motor Credit Co.:

6.5% 1/25/07

A3

4,920

4,881

6.875% 2/1/06

A3

3,700

3,701

7.375% 10/28/09

A3

14,950

14,956

General Motors Acceptance Corp.:

6.38% 1/30/04

A2

5,680

5,826

6.75% 1/15/06

A2

2,020

2,056

7.5% 7/15/05

A2

5,000

5,264

7.75% 1/19/10

A2

10,000

10,479

Goldman Sachs Group, Inc. 6.6% 1/15/12

A1

4,700

4,728

GS Escrow Corp. 7% 8/1/03

Ba1

880

889

Household Finance Corp.:

6.5% 1/24/06

A2

2,015

2,063

8% 5/9/05

A2

1,985

2,121

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

HSBC Capital Funding LP 9.547% 12/31/49 (d)(e)

A1

$ 5,300

$ 6,167

ING Capital Funding Trust III 8.439% 12/31/10

Aa3

8,450

9,310

IOS Capital, Inc. 9.75% 6/15/04

Baa2

590

578

J.P. Morgan Chase & Co.:

5.625% 8/15/06

Aa3

5,820

5,915

6.75% 2/1/11

A1

7,875

8,018

Mediacom Broadband LLC/Mediacom Broadband Corp. 11% 7/15/13

B2

2,830

3,127

Meditrust Exercisable Put Options Securities Trust 7.114% 8/15/04 (e)

Ba3

90

89

Merrill Lynch & Co., Inc. 6.15% 1/26/06

Aa3

7,700

7,966

Newcourt Credit Group, Inc. yankee 6.875% 2/16/05

A2

3,815

3,952

NiSource Finance Corp.:

7.625% 11/15/05

Baa2

6,300

6,504

7.875% 11/15/10

Baa2

7,360

7,591

Popular North America, Inc. 6.125% 10/15/06

A3

5,545

5,508

Qwest Capital Funding, Inc. 7.75% 8/15/06

Baa1

2,970

3,041

SESI LLC 8.875% 5/15/11

B1

450

423

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

8,670

8,819

6.875% 11/15/28

Baa1

8,385

7,574

Stone Container Finance Co. yankee 11.5% 8/15/06 (e)

B2

260

278

TCI Communications Financing III 9.65% 3/31/27

A3

4,100

4,500

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

2,270

2,315

TXU Eastern Funding yankee:

6.45% 5/15/05

Baa1

1,580

1,608

6.75% 5/15/09

Baa1

6,425

6,323

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

5,600

6,232

Xerox Capital (Europe) PLC:

5.75% 5/15/02

Ba1

1,115

1,093

5.875% 5/15/04

Ba1

760

692

Xerox Credit Corp. 6.1% 12/16/03

Ba1

1,550

1,426

Xl Capital Finance (Europe) PLC 6.5% 1/15/12

A1

1,235

1,238

270,493

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Insurance - 0.2%

Executive Risk Capital Trust 8.675% 2/1/27

Baa3

$ 10,000

$ 10,461

ITT Corp. 6.75% 11/15/03

Ba1

130

130

MetLife, Inc. 6.125% 12/1/11

A1

3,465

3,469

14,060

Real Estate - 0.5%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

1,260

1,296

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

2,600

2,637

Duke Realty LP 7.3% 6/30/03

Baa1

5,000

5,219

EOP Operating LP:

6.625% 2/15/05

Baa1

2,500

2,578

7.75% 11/15/07

Baa1

13,000

14,023

ERP Operating LP 7.1% 6/23/04

A3

4,000

4,200

iStar Financial, Inc. 8.75% 8/15/08

Ba1

1,180

1,192

LNR Property Corp.:

9.375% 3/15/08

Ba3

770

774

10.5% 1/15/09

Ba3

350

362

Meditrust Corp.:

7% 8/15/07

Ba3

180

172

7.82% 9/10/26

Ba3

1,325

1,325

MeriStar Hospitality Corp. 9% 1/15/08

Ba3

440

429

ProLogis Trust 6.7% 4/15/04

Baa1

1,550

1,598

Senior Housing Properties Trust 8.625% 1/15/12

Ba2

1,220

1,251

WCI Communities, Inc. 10.625% 2/15/11

B1

1,900

2,019

39,075

TOTAL FINANCIALS

427,424

HEALTH CARE - 0.3%

Health Care Providers & Services - 0.3%

AdvancePCS 8.5% 4/1/08

B1

1,130

1,198

Columbia/HCA Healthcare Corp. 6.73% 7/15/45

Ba1

260

263

DaVita, Inc. 9.25% 4/15/11

B2

1,045

1,113

Dynacare, Inc. yankee 10.75% 1/15/06

B2

315

327

HCA, Inc.:

7.875% 2/1/11

Ba1

1,580

1,667

8.75% 9/1/10

Ba1

2,095

2,305

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

HealthSouth Corp.:

6.875% 6/15/05

Ba1

$ 150

$ 147

7% 6/15/08

Ba1

100

97

10.75% 10/1/08

Ba2

225

244

IASIS Healthcare Corp. 13% 10/15/09

B3

960

1,051

Owen & Minor, Inc. 8.5% 7/15/11

Ba3

1,240

1,299

Service Corp. International (SCI):

6% 12/15/05

B1

690

618

6.3% 3/15/03

B1

420

403

6.875% 10/1/07

B1

170

145

7.375% 4/15/04

B1

2,780

2,697

Triad Hospitals Holdings, Inc. 11% 5/15/09

B2

2,460

2,743

Triad Hospitals, Inc. 8.75% 5/1/09

B1

1,385

1,468

Vanguard Health Systems, Inc. 9.75% 8/1/11 (e)

B3

3,050

3,203

20,988

INDUSTRIALS - 1.2%

Aerospace & Defense - 0.2%

Alliant Techsystems, Inc. 8.5% 5/15/11

B2

685

716

Raytheon Co. 7.9% 3/1/03

Baa3

13,035

13,600

14,316

Airlines - 0.2%

Continental Airlines, Inc. pass thru trust certificates:

6.795% 8/2/18

Baa3

337

303

6.9% 1/2/18

Baa1

264

251

7.256% 9/15/21

Baa1

226

218

7.434% 3/15/06

Ba2

1,615

1,323

7.73% 9/15/12

Ba2

533

379

8.312% 10/2/12

Ba2

70

64

Delta Air Lines, Inc.:

equipment trust certificate 8.54% 1/2/07

Ba1

661

608

pass thru trust certificate:

7.57% 11/18/10

A3

1,620

1,655

7.92% 5/18/12

Baa1

1,600

1,594

7.92% 5/18/12

A3

250

249

9.875% 4/30/08

Ba1

3,405

3,504

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Airlines - continued

Delta Air Lines, Inc.: - continued

6.65% 3/15/04

Ba3

$ 2,235

$ 2,084

7.9% 12/15/09

Ba3

560

515

8.3% 12/15/29

Ba3

1,010

833

Northwest Airlines pass thru certificates:

7.041% 4/1/22

A3

150

143

7.575% 3/1/19

A3

265

258

7.691% 4/1/17

Baa2

50

45

Northwest Airlines, Inc. 8.375% 3/15/04

B2

440

418

14,444

Building Products - 0.0%

American Standard, Inc.:

7.375% 2/1/08

Ba2

340

345

7.625% 2/15/10

Ba2

315

320

665

Commercial Services & Supplies - 0.2%

Allied Waste North America, Inc.:

7.625% 1/1/06

Ba3

1,460

1,438

7.875% 1/1/09

Ba3

2,360

2,307

Coinmach Corp. 9% 2/1/10 (e)

B2

1,040

1,058

First Data Corp. 5.625% 11/1/11

A1

6,500

6,170

Iron Mountain, Inc.:

8.25% 7/1/11

B2

1,070

1,105

8.625% 4/1/13

B2

1,175

1,234

8.75% 9/30/09

B2

100

105

Pierce Leahy Corp. 9.125% 7/15/07

B2

610

642

Universal Hospital Services, Inc. 10.25% 3/1/08

B3

1,030

994

15,053

Machinery - 0.2%

AGCO Corp.:

8.5% 3/15/06

B1

110

110

9.5% 5/1/08

Ba3

445

469

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

B3

1,640

1,656

Navistar International Corp. 9.375% 6/1/06

Ba1

810

846

Terex Corp.:

8.875% 4/1/08

B2

1,910

1,929

9.25% 7/15/11 (e)

B2

210

215

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Machinery - continued

Terex Corp.: - continued

10.375% 4/1/11

B2

$ 330

$ 350

Tyco International Group SA yankee:

6.75% 2/15/11

Baa1

8,135

7,749

6.875% 1/15/29

Baa1

3,000

2,602

15,926

Marine - 0.1%

Teekay Shipping Corp.:

8.875% 7/15/11 (e)

Ba2

330

342

8.875% 7/15/11

Ba2

1,540

1,594

Transport Maritima Mexicana SA de CV yankee:

9.5% 5/15/03

Ba3

1,225

1,035

10.25% 11/15/06

Ba3

1,370

1,048

4,019

Road & Rail - 0.3%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

12,000

12,386

Kansas City Southern Railway Co. 9.5% 10/1/08

Ba2

1,095

1,183

TFM SA de CV yankee:

0% 6/15/09 (c)

B1

270

242

10.25% 6/15/07

B1

545

504

Union Pacific Corp. 7.125% 2/1/28

Baa3

4,000

4,081

18,396

TOTAL INDUSTRIALS

82,819

INFORMATION TECHNOLOGY - 0.4%

Communications Equipment - 0.2%

Crown Castle International Corp.:

9.375% 8/1/11

B3

1,230

1,039

9.5% 8/1/11

B3

70

57

10.75% 8/1/11

B3

1,315

1,151

L-3 Communications Corp.:

8% 8/1/08

Ba3

480

494

10.375% 5/1/07

Ba3

1,430

1,523

Motorola, Inc. 8% 11/1/11

A3

9,125

9,051

13,315

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.1%

Compaq Computer Corp. 7.45% 8/1/02

Baa2

$ 5,535

$ 5,650

Electronic Equipment & Instruments - 0.1%

Fisher Scientific International, Inc.:

9% 2/1/08

B3

495

511

9% 2/1/08

B3

1,140

1,174

Flextronics International Ltd. yankee:

8.75% 10/15/07

Ba2

455

464

9.875% 7/1/10

Ba2

1,670

1,804

Ingram Micro, Inc. 9.875% 8/15/08

Ba2

200

207

4,160

IT Consulting & Services - 0.0%

Unisys Corp.:

7.875% 4/1/08

Ba1

240

236

8.125% 6/1/06

Ba1

1,910

1,924

2,160

Office Electronics - 0.0%

Mediacom LLC/Mediacom Capital Corp. 9.5% 1/15/13

B2

600

633

Xerox Corp.:

5.5% 11/15/03

Ba1

520

478

6.25% 11/15/26

Ba1

1,015

934

9.75% 1/15/09 (e)

Ba1

460

435

2,480

Semiconductor Equipment & Products - 0.0%

Amkor Technology, Inc. 9.25% 5/1/06

B1

970

941

Fairchild Semiconductor Corp.:

10.375% 10/1/07

B2

1,490

1,565

10.5% 2/1/09

B2

270

289

2,795

TOTAL INFORMATION TECHNOLOGY

30,560

MATERIALS - 0.4%

Chemicals - 0.1%

Compass Minerals Group, Inc. 10% 8/15/11 (e)

B3

190

200

Georgia Gulf Corp. 10.375% 11/1/07

B2

605

635

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Chemicals - continued

International Specialty Holdings, Inc. 10.625% 12/15/09 (e)

B2

$ 870

$ 887

Lyondell Chemical Co. 9.875% 5/1/07

Ba3

1,220

1,208

Methanex Corp. yankee 7.75% 8/15/05

Ba1

1,515

1,470

OM Group, Inc. 9.25% 12/15/11 (e)

B3

610

628

Quaker State Corp. 6.625% 10/15/05

Ba2

400

380

Sterling Chemicals, Inc. 12.375% 7/15/06 (j)

-

850

723

The Scotts Co. 8.625% 1/15/09

B2

900

936

7,067

Containers & Packaging - 0.1%

Applied Extrusion Technologies, Inc. 10.75% 7/1/11

B2

950

979

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

B2

1,040

1,040

Owens-Illinois, Inc.:

7.15% 5/15/05

B3

250

233

7.35% 5/15/08

B3

180

158

7.5% 5/15/10

B3

200

176

7.8% 5/15/18

B3

1,520

1,262

7.85% 5/15/04

B3

540

522

8.1% 5/15/07

B3

330

304

Riverwood International Corp. 10.25% 4/1/06

B-

2,145

2,215

6,889

Metals & Mining - 0.1%

AK Steel Corp. 7.875% 2/15/09

B1

1,230

1,207

Century Aluminum Co. 11.75% 4/15/08

Ba3

1,725

1,794

Luscar Coal Ltd. 9.75% 10/15/11 (e)

Ba3

290

306

P&L Coal Holdings Corp. 9.625% 5/15/08

B1

2,645

2,824

Phelps Dodge Corp.:

8.75% 6/1/11

Baa3

1,680

1,646

9.5% 6/1/31

Baa3

1,050

961

8,738

Paper & Forest Products - 0.1%

Container Corp. of America 9.75% 4/1/03

B2

1,680

1,722

Georgia-Pacific Group:

7.5% 5/15/06

Baa3

80

73

8.125% 5/15/11

Baa3

150

136

8.875% 5/15/31

Baa3

270

232

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Paper & Forest Products - continued

Louisiana-Pacific Corp.:

8.5% 8/15/05

Ba1

$ 290

$ 284

10.875% 11/15/08

Ba2

200

197

Norske Skog Canada Ltd. 8.625% 6/15/11 (e)

Ba2

600

624

Potlatch Corp. 10% 7/15/11 (e)

Ba1

115

119

Stone Container Corp. 9.75% 2/1/11

B2

1,380

1,484

Tembec Industries, Inc. yankee 8.625% 6/30/09

Ba1

1,020

1,066

5,937

TOTAL MATERIALS

28,631

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 1.7%

American Cellular Corp. 9.5% 10/15/09

B2

430

404

AT&T Corp.:

6.5% 3/15/29

A3

5,130

4,504

8% 11/15/31 (e)

A3

2,600

2,686

BellSouth Corp. 5% 10/15/06

Aa3

6,385

6,374

British Telecommunications PLC:

8.375% 12/15/10

Baa1

3,100

3,462

8.875% 12/15/30

Baa1

4,900

5,767

Cable & Wireless Optus Finance Property Ltd.:

8% 6/22/10 (e)

A2

12,400

13,535

8.125% 6/15/09 (e)

A2

5,000

5,414

Centennial Cellular Operating Co. LLC/Centennial Finance Corp. 10.75% 12/15/08

B3

2,640

1,795

Cincinnati Bell Telephone Co. 6.3% 12/1/28

Baa3

2,930

1,956

Citizens Communications Co. 8.5% 5/15/06

Baa2

1,655

1,769

Insight Midwest LP/Insight Capital, Inc. 10.5% 11/1/10

B1

2,160

2,349

Koninklijke KPN NV yankee 8% 10/1/10

Baa3

8,800

9,142

Price Communications Wireless, Inc.:

9.125% 12/15/06

Ba2

3,769

3,929

11.75% 7/15/07

B2

500

535

SBC Communications, Inc. 5.75% 5/2/06

Aa3

13,395

13,738

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

5,020

5,071

Telefonos de Mexico SA de CV 8.25% 1/26/06

Baa1

10,000

10,550

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Teleglobe Canada, Inc. yankee:

7.2% 7/20/09

Baa3

$ 9,000

$ 6,570

7.7% 7/20/29

Baa3

2,912

1,980

TELUS Corp. yankee 7.5% 6/1/07

Baa2

12,945

13,577

Tritel PCS, Inc. 10.375% 1/15/11

B3

1,885

2,130

Triton PCS, Inc.:

8.75% 11/15/11 (e)

B2

610

599

9.375% 2/1/11

B3

1,850

1,887

119,723

Wireless Telecommunication Services - 0.3%

AirGate PCS, Inc. 0% 10/1/09 (c)

Caa1

2,000

1,380

Alamosa PCS Holdings, Inc. 0% 2/15/10 (c)

Caa1

460

260

American Tower Corp. 9.375% 2/1/09

B3

50

35

Dobson Communications Corp. 10.875% 7/1/10

B3

1,905

1,905

Echostar Broadband Corp. 10.375% 10/1/07

B1

4,095

4,341

Millicom International Cellular SA yankee
13.5% 6/1/06

Caa1

1,170

796

Nextel Communications, Inc.:

0% 10/31/07 (c)

B1

1,210

817

9.375% 11/15/09

B1

300

222

PanAmSat Corp.:

6% 1/15/03

Ba2

120

118

6.125% 1/15/05

Ba2

490

478

6.375% 1/15/08

Ba2

510

454

8.5% 2/1/12 (e)

Ba3

880

881

Rogers Wireless, Inc. 9.625% 5/1/11

Baa3

860

894

Rural Cellular Corp.:

9.625% 5/15/08

B3

550

512

9.75% 1/15/10 (e)

B3

1,220

1,147

VoiceStream Wireless Corp.:

0% 11/15/09 (c)

Baa1

407

358

10.375% 11/15/09

Baa1

2,511

2,900

17,498

TOTAL TELECOMMUNICATION SERVICES

137,221

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - 1.9%

Electric Utilities - 1.3%

AES Corp.:

8.375% 8/15/07

Ba2

$ 500

$ 400

8.75% 12/15/02

Ba1

320

317

9.375% 9/15/10

Ba1

1,085

933

Avon Energy Partners Holdings:

6.46% 3/4/08 (e)

Baa2

6,800

6,453

7.05% 12/11/07 (e)

Baa2

20,000

19,771

CMS Energy Corp.:

6.75% 1/15/04

Ba3

2,375

2,328

7.5% 1/15/09

Ba3

360

356

8.375% 7/1/03

Ba3

285

285

8.9% 7/15/08

Ba3

700

735

9.875% 10/15/07

Ba3

780

839

DR Investments UK PLC yankee 7.1% 5/15/02 (e)

A3

7,500

7,579

Edison Mission Energy:

7.73% 6/15/09

Baa3

550

506

10% 8/15/08

Baa3

1,150

1,167

FirstEnergy Corp.:

5.5% 11/15/06

Baa2

4,360

4,336

6.45% 11/15/11

Baa2

3,730

3,732

Hydro-Quebec 6.3% 5/11/11

A1

20,000

20,461

Illinois Power Co. 7.5% 6/15/09

Baa2

3,330

3,315

Israel Electric Corp. Ltd.:

7.75% 3/1/09 (e)

A3

1,000

1,035

7.75% 12/15/27 (e)

A3

8,735

7,954

Mission Energy Holding Co. 13.5% 7/15/08

Ba2

1,270

1,407

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

Baa3

1,660

1,831

Orion Power Holdings, Inc. 12% 5/1/10

Ba3

1,750

2,030

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

195

191

6.25% 3/1/04

B3

505

495

6.75% 10/1/23

B3

490

470

7.375% 11/1/05 (e)(j)

Caa2

910

996

7.875% 3/1/02

B3

35

34

8.25% 11/1/22

B3

920

888

Corporate Bonds - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utilities - continued

Southern California Edison Co. 6.25% 6/15/03

B3

$ 30

$ 29

Texas Utilities Co. 6.375% 1/1/08

Baa3

1,630

1,618

92,491

Gas Utilities - 0.4%

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

A3

1,550

1,604

El Paso Energy Corp. 7.75% 1/15/32

Baa2

2,940

2,912

KeySpan Corp.:

7.25% 11/15/05

A3

4,280

4,551

7.625% 11/15/10

A3

3,160

3,438

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

4,000

4,197

Sempra Energy 7.95% 3/1/10

A2

2,130

2,209

Southwest Gas Corp. 9.75% 6/15/02

Baa2

8,700

8,894

27,805

Multi-Utilities - 0.2%

PG&E National Energy Group, Inc. 10.375% 5/16/11

Baa2

655

694

Williams Companies, Inc.:

7.125% 9/1/11

Baa2

11,720

11,176

7.5% 1/15/31

Baa2

4,410

3,923

15,793

TOTAL UTILITIES

136,089

TOTAL NONCONVERTIBLE BONDS

1,082,199

TOTAL CORPORATE BONDS

(Cost $1,062,769)

1,083,722

U.S. Government and Government Agency Obligations - 9.0%

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

4% 11/17/06

Aaa

7,370

7,091

5.25% 6/15/06

Aaa

8,545

8,720

5.5% 5/2/06

Aa2

9,190

9,387

6% 1/18/12

Aaa

20,000

19,880

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Government Agency Obligations - continued

Fannie Mae: - continued

6.25% 2/1/11

Aa2

$ 3,840

$ 3,927

7.125% 6/15/10

Aaa

7,150

7,885

7.25% 1/15/10

Aaa

10,930

12,136

7.25% 5/15/30

Aaa

12,420

14,019

Federal Agricultural Mortgage Corp.:

7.01% 2/10/05

Aaa

1,530

1,653

7.04% 8/10/05

Aaa

2,400

2,604

Financing Corp. - coupon STRIPS 0% 3/26/04

Aaa

4,574

4,220

Freddie Mac:

5.75% 3/15/09

Aaa

9,600

9,802

5.75% 1/15/12

Aaa

25,000

25,082

5.875% 3/21/11

Aa2

22,810

22,703

6.75% 3/15/31

Aaa

14,840

15,798

7% 3/15/10

Aaa

8,730

9,554

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency) Series T-3, 9.625% 5/15/02

Aaa

36

36

Private Export Funding Corp. secured 6.86% 4/30/04

Aaa

603

629

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

175,126

U.S. Treasury Obligations - 6.5%

U.S. Treasury Bonds:

5.375% 2/15/31

Aaa

20,635

20,458

6.125% 8/15/29

Aaa

2,500

2,674

11.25% 2/15/15

Aaa

34,300

52,827

U.S. Treasury Notes:

3.5% 11/15/06

Aaa

142,890

137,576

3.875% 6/30/03

Aaa

12,000

12,204

4.75% 11/15/08

Aaa

1,200

1,195

5% 8/15/11

Aaa

1,965

1,960

5.75% 11/15/05

Aaa

38,005

40,131

6.125% 8/15/07

Aaa

45,000

48,326

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

6.5% 2/15/10

Aaa

$ 1,000

$ 1,100

7% 7/15/06

Aaa

124,396

137,555

TOTAL U.S. TREASURY OBLIGATIONS

456,006

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $623,619)

631,132

U.S. Government Agency - Mortgage Securities - 14.2%

Fannie Mae - 9.8%

5.5% 11/1/08 to 11/1/16

Aaa

16,117

16,079

6% 8/1/12 to 1/1/29

Aaa

44,117

43,662

6% 1/1/31 (h)

Aaa

67,067

66,124

6% 2/1/32 (h)

Aaa

62,350

61,239

6.5% 7/1/08 to 11/1/31

Aaa

328,219

330,662

6.5% 2/1/32 (h)

Aaa

53,250

53,500

6.5% 2/1/32 (h)

Aaa

18,000

18,084

6.5% 2/1/32 (h)

Aaa

1,000

1,005

6.5% 2/1/32 (h)

Aaa

25,000

25,117

7% 12/1/08 to 9/1/31

Aaa

31,140

31,954

7.5% 6/1/07 to 5/1/30

Aaa

28,205

29,453

8% 9/1/17 to 8/1/28

Aaa

6,218

6,583

TOTAL FANNIE MAE

683,462

Government National Mortgage Association - 4.4%

6.5% 3/15/26 to 1/15/30

Aaa

47,715

48,311

7% 8/15/25 to 12/15/31

Aaa

144,913

149,125

7% 1/1/31 (h)

Aaa

5,685

5,854

7% 1/1/32 (h)

Aaa

50,927

52,439

7% 2/1/32 (h)

Aaa

34,280

35,201

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

Aaa

15,173

15,933

8% 1/15/17 to 8/15/25

Aaa

523

556

U.S. Government Agency - Mortgage Securities - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

Government National Mortgage Association - continued

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

Aaa

$ 212

$ 231

9.5% 11/15/20 to 3/15/23

Aaa

149

164

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

307,814

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $976,946)

991,276

Asset-Backed Securities - 0.7%

American Express Credit Account Master Trust:

2.17% 12/15/08 (f)

A1

5,200

5,172

6.1% 12/15/06

A1

4,200

4,390

Chase Manhattan Auto Owner Trust 5.06% 2/15/08

A2

1,700

1,735

Discover Card Master Trust I 5.85% 11/16/04

A2

5,000

5,064

Ford Credit Auto Owner Trust:

5.54% 12/15/05

A1

3,800

3,902

5.71% 9/15/05

A1

2,170

2,239

7.03% 11/15/03

Aaa

1,119

1,131

Honda Auto Receivables Owner Trust 5.09% 10/18/06

Aaa

3,825

3,906

Northwest Airlines pass thru certificates 9.179% 10/1/11

Ba2

206

190

Sears Credit Account Master Trust II:

2.11% 6/16/08 (f)

A1

6,300

6,264

6.75% 9/16/09

Aaa

7,895

8,406

7.5% 11/15/07

A2

6,100

6,478

TOTAL ASSET-BACKED SECURITIES

(Cost $47,389)

48,877

Commercial Mortgage Securities - 0.6%

CS First Boston Mortgage Securities Corp.:

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

AAA

5,000

5,458

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

Baa2

4,190

4,226

Equitable Life Assurance Society of the United States Series 174:

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

Aa2

4,000

4,228

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

A2

4,000

4,219

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (g)

Principal
Amount (000s)

Value (Note 1)
(000s)

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. sequential pay Series 2000-C3 Class A2, 6.957% 9/15/35

Aaa

$ 10,000

$ 10,550

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (f)

Baa3

5,000

4,720

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (e)

Aaa

9,000

9,249

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $41,122)

42,650

Foreign Government and Government Agency Obligations (i) - 0.4%

Chilean Republic 7.125% 1/11/12

Baa1

4,045

4,144

Ontario Province 6% 2/21/06

Aa3

5,600

5,850

Quebec Province:

yankee 7.125% 2/9/24

A1

680

731

7.5% 9/15/29

A1

7,880

8,906

United Mexican States:

7.5% 1/14/12

Baa3

3,200

3,152

8.5% 2/1/06

Baa3

5,000

5,400

9.875% 2/1/10

Baa3

2,500

2,794

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $30,050)

30,977

Money Market Funds - 10.0%

Shares

Fidelity Cash Central Fund, 1.88% (b)
(Cost $699,685)

699,684,859

699,685

TOTAL INVESTMENT PORTFOLIO - 105.4%

(Cost $6,906,011)

7,381,381

NET OTHER ASSETS - (5.4)%

(377,324)

NET ASSETS - 100%

$ 7,004,057

Legend

(a) Non-income producing

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

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $137,706,000 or 2.0% of net assets.

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

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

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

(i) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the Sovereign credit of the issuing government.

(j) Non-income-producing-issuer filed for bankruptcy or is in default of interest payments.

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

28.5%

AAA, AA, A

26.0%

Baa

5.9%

BBB

6.6%

Ba

1.7%

BB

1.8%

B

1.9%

B

2.0%

Caa

0.1%

CCC

0.1%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

Purchases and sales of securities, other than short-term securities, aggregated $4,618,093,000 and $4,433,703,000, respectively, of which long-term U.S. government and government agency obligations aggregated $2,726,178,000 and $2,743,085,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $128,000 for the period.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which the loans were outstanding amounted to $19,540,000. The weighted average interest rate was 3.03%. At period end there were no bank borrowings outstanding.

Income Tax Information

At January 31, 2002, the aggregate cost of investment securities for income tax purposes was $6,926,447,000. Net unrealized appreciation aggregated $454,934,000, of which $693,480,000 related to appreciated investment securities and $238,546,000 related to depreciated investment securities.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

January 31, 2002 (Unaudited)

Assets

Investment in securities, at value (cost $6,906,011) - See accompanying schedule

$ 7,381,381

Cash

56

Receivable for investments sold

87,101

Receivable for fund shares sold

7,240

Dividends receivable

3,594

Interest receivable

34,069

Other receivables

17

Total assets

7,513,458

Liabilities

Payable for investments purchased
Regular delivery

$ 181,933

Delayed delivery

318,202

Payable for fund shares redeemed

5,546

Accrued management fee

2,488

Other payables and accrued expenses

1,232

Total liabilities

509,401

Net Assets

$ 7,004,057

Net Assets consist of:

Paid in capital

$ 6,748,065

Undistributed net investment income

16,309

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

(235,689)

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

475,372

Net Assets, for 471,681 shares outstanding

$ 7,004,057

Net Asset Value, offering price and redemption price per share ($7,004,057 ÷ 471,681 shares)

$14.85

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended January 31, 2002 (Unaudited)

Investment Income

Dividends

$ 30,249

Interest

90,307

Security lending

43

Total income

120,599

Expenses

Management fee

$ 14,520

Transfer agent fees

7,723

Accounting and security lending fees

390

Non-interested trustees' compensation

9

Custodian fees and expenses

111

Registration fees

54

Audit

31

Legal

20

Interest

10

Miscellaneous

211

Total expenses before reductions

23,079

Expense reductions

(666)

22,413

Net investment income

98,186

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(192,013)

Foreign currency transactions

1

Futures contracts

(3,385)

(195,397)

Change in net unrealized appreciation (depreciation) on:

Investment securities

11,180

Futures contracts

859

Delayed delivery commitments

1,344

13,383

Net gain (loss)

(182,014)

Net increase (decrease) in net assets resulting from operations

$ (83,828)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
January 31, 2002
(Unaudited)

Year ended
July 31,
2001

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 98,186

$ 192,803

Net realized gain (loss)

(195,397)

146,462

Change in net unrealized appreciation (depreciation)

13,383

92,485

Net increase (decrease) in net assets resulting from operations

(83,828)

431,750

Distributions to shareholders
From net investment income

(105,303)

(191,114)

From net realized gain

(76,507)

(188,462)

Total distributions

(181,810)

(379,576)

Share transactions
Net proceeds from sales of shares

930,830

1,695,537

Reinvestment of distributions

177,984

371,542

Cost of shares redeemed

(705,807)

(1,066,654)

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

403,007

1,000,425

Total increase (decrease) in net assets

137,369

1,052,599

Net Assets

Beginning of period

6,866,688

5,814,089

End of period (including undistributed net investment income of $16,309 and $23,426, respectively)

$ 7,004,057

$ 6,866,688

Other Information

Shares

Sold

63,158

110,693

Issued in reinvestment of distributions

12,233

24,254

Redeemed

(48,225)

(69,601)

Net increase (decrease)

27,166

65,346

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

Semiannual Report

Financial Highlights

Six months ended January 31, 2002

Years ended July 31,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 15.45

$ 15.33

$ 17.51

$ 16.66

$ 16.49

$ 12.90

Income from Investment Operations

Net investment
income D

.21

.47

.46

.44

.48

.51

Net realized and unrealized gain (loss)

(.41)

.61

(.18)

2.09

1.67

3.73

Total from investment
operations

(.20)

1.08

.28

2.53

2.15

4.24

Less Distributions

From net investment
income

(.23)

(.47)

(.48)

(.40)

(.52)

(.65)

From net realized
gain

(.17)

(.49)

(1.98)

(1.28)

(1.46)

-

Total distributions

(.40)

(.96)

(2.46)

(1.68)

(1.98)

(.65)

Net asset value, end of period

$ 14.85

$ 15.45

$ 15.33

$ 17.51

$ 16.66

$ 16.49

Total Return B, C

(1.23)%

7.23%

1.82%

17.48%

14.54%

33.82%

Ratios to Average Net Assets E

Expenses before
expense reductions

.68% A

.67%

.67%

.68%

.70%

.75%

Expenses net of voluntary waivers, if any

.68% A

.67%

.67%

.68%

.70%

.75%

Expenses net of all
reductions

.66% A

.64%

.63%

.65%

.67%

.74%

Net investment income

2.90% A

3.05%

2.98%

2.67%

2.97%

3.58%

Supplemental Data

Net assets, end of
period (in millions)

$ 7,004

$ 6,867

$ 5,814

$ 5,941

$ 4,963

$ 4,173

Portfolio turnover rate

136% A

115%

139%

157%

135%

70%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2002 (Unaudited)

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 is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. The fund may place a debt obligation on non-accrual status and reduce related interest income 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, under the general supervision of the Board of Trustees of the fund. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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

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

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

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, futures transactions, foreign currency transactions, prior period premium and discount on debt securities, defaulted bonds, market discount, non-taxable dividends and losses deferred due to wash sales.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

Change in Accounting Principle. Effective 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, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in a $2,211,000 decrease to the cost of securities held and a corresponding decrease to accumulated net undistributed realized gain (loss), based on securities held by the fund on August 1, 2001.

2. Operating Policies.

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

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

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 values 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, or if the issuer does not issue the securities due to political, economic, or other factors.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

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

3. Purchases and Sales of Investments.

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

4. Fees and Other Transactions with Affiliates.

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

The management fee is the sum of an individual fund fee rate of .15% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .23% of average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. FSC maintains the fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $5,998,000 for the period.

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

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.475 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. At the end of the period there were no security loans outstanding.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

8. Expense Reductions.

Certain security trades were directed to brokers who paid $492,000 of the fund's expenses. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $28,000 and $146,000, respectively.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

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

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Investments
Money Management, Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Fidelity's Growth and Income Funds

Balanced Fund

Convertible Securities Fund

Equity-Income Fund

Equity-Income II Fund

Fidelity ® Fund

Global Balanced Fund

Growth & Income Portfolio

Growth & Income II Portfolio

Puritan® Fund

Real Estate Investment Portfolio

Utilities Fund

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

BAL-SANN-0302 154913
1.471161.104

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

Fidelity®

Low-Priced Stock

Fund

Semiannual Report

January 31, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

After three consecutive months of steady buying, equity investors took a breather in the first month of the New Year to assess the degree of any real economic turnaround. As a result, most major stock market benchmarks declined - albeit slightly - for the first time since September 2001. Investor uncertainty gave a boost to the fixed-income markets in January, as nearly all categories of investment-grade bonds rebounded from their fourth-quarter lull.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended January 31, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity ® Low-Priced Stock

9.35%

20.70%

102.53%

385.31%

Fidelity Low-Priced Stock
(incl. 3.00% sales charge)

6.07%

17.08%

96.45%

370.75%

Russell 2000 ®

0.35%

-3.60%

39.43%

172.06%

Small Cap Funds Average

-1.80%

-6.32%

50.10%

194.07%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Russell 2000 ® Index - a market capitalization-weighted index of 2,000 small company stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the small cap funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 1,037 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page 7 of this report.*

Average Annual Total Returns

Periods ended January 31, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity Low-Priced Stock

20.70%

15.16%

17.11%

Fidelity Low-Priced Stock
(incl. 3.00% sales charge)

17.08%

14.46%

16.76%

Russell 2000

-3.60%

6.87%

10.53%

Small Cap Funds Average

-6.32%

7.88%

10.98%

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

Semiannual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity ® Low-Priced Stock Fund on January 31, 1992, and the current 3.00% sales charge was paid. As the chart shows, by January 31, 2002, the value of the investment would have grown to $47,075 - a 370.75% increase on the initial investment. For comparison, look at how the Russell 2000 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $27,206 - a 172.06% increase.

Understanding
Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

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.

* The Lipper SM small-cap value funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper small-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of January 31, 2002, the six month, one year, five year, and 10 year cumulative total returns for the small-cap value funds average were 3.18%, 11.49%, 66.65%, and 243.77%, respectively. The one year, five year, and 10 year average annual total returns were 11.49%, 10.48%, and 12.79%, respectively. The six month, one year, five year, and 10 year cumulative total returns for the small-cap supergroup average were -0.66%, -2.88%, 57.26%, and 205.46%, respectively. The one year, five year, and 10 year average annual total returns were -2.88%, 8.86%, and 11.44%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

Years from now, few equity investors are likely to recall the six-month period that ended on January 31, 2002, with adoration. For most, it was a time of disappointment. The slumping U.S. economy pulled down corporate profits in many industries. The low point came in the third quarter of 2001, as quarterly gross domestic product growth slowed into negative territory for the first time since 1993, and year-over-year corporate profits fell to new lows. Elsewhere, the terrorist attacks on September 11 sent stocks downward, but fortunately, by the end of 2001, most indexes had recovered to levels seen just prior to those attacks. Adding to the markets' malaise was the sudden stock collapse of energy firm Enron, which was forced into bankruptcy after its accounting practices were called into question. Furthermore, few fourth-quarter corporate earnings reports convinced investors that the near-term outlook for the economy and corporate earnings was any brighter. As a result, the returns of major equity indexes reflected the poor market environment. The blue chips' Dow Jones Industrial AverageSM declined 4.84%, while the large-cap Standard & Poor's 500SM Index and the tech-heavy NASDAQ Composite® Index fell 6.01% and 4.44%, respectively. One of the equity markets' few bright spots was the small-cap value category, which returned 4.85% as measured by the Russell 2000® Value Index.

(Portfolio Manager photograph)
An interview with Joel Tillinghast, Portfolio Manager of Fidelity Low-Priced Stock Fund

Q. How did the fund perform, Joel?

A. The fund continued to perform well. For the six months that ended January 31, 2002, the fund returned 9.35%. This topped the Russell 2000 Index, which returned 0.35% during the period, as well as the small cap funds average, which returned -1.80% according to Lipper Inc. For the 12 months that ended January 31, 2002, the fund returned 20.70%, while the index and peer group average returned -3.60% and -6.32%, respectively.

Q. What factors helped the fund during the six-month period?

A. The overriding factor was that the fund was positioned well to handle the adversity we faced during the period. I was emphasizing stocks that I felt could grow during a recession well before the period began - including companies in areas such as small-ticket consumer goods, moderately priced restaurants and companies with recurring revenue streams. This defensive approach helped the fund perform well, particularly during the uncertainty that followed the September 11 attacks.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. On average, consumer stocks represented just over 31% of the fund's investments during the period. Why did you like this group and how did these stocks perform?

A. With the economy and equity markets in a tailspin - and unemployment rates up sharply - consumers wanted good values in return for their spending money. With that in mind, I focused on stocks such as Ross Stores, a leading off-price retailer of brand-name clothing, and Outback, a mid-priced casual restaurant chain. Both stocks generated positive returns. Auto-repair retailer AutoZone also fared well, as more people opted to drive during the period - due to flying concerns - and do-it-yourself repairs became more popular in light of the difficult economy.

Q. The fund also benefited from good stock picking within the technology sector. What was your strategy and where did you find opportunities?

A. I pursued a couple of themes in technology, one of which was the trend toward outsourcing. Companies such as Affiliated Computer and Computer Sciences - which help other companies manage their information technology efforts - performed well during the period. I also liked technology distributors, particularly since there was no discernible buying pattern among technology consumers during the period. The fund's exposure to diversified distributors such as Tech Data and CDW Computer allowed the fund to benefit from broader buying behaviors.

Q. The fund's finance investments were a weak link during the period. Why did this group falter?

A. Most of the fund's finance positions reflected my approach of looking for low credit-risk profiles. Unfortunately, I did own several higher credit-risk banks that suffered from bad loans. The most extreme example was the fund's stake in Hamilton Bank, which was hit hard during the period by its loan exposure to the troubled Latin American region. Several of the fund's insurance stocks - including Trenwick Group - also disappointed, as rising damage claims from September 11 prompted firms to curtail new business activity.

Q. Which individual stocks performed well? Which ones proved disappointing?

A. The fund's best stock during the period was homebuilder D.R. Horton, which continued to prosper from strong home prices and sales in areas such as Texas and Southern California. In terms of disappointments, health-care services companies RehabCare Group and HealthSouth declined due to government reimbursement concerns, and because of the market's rotation away from defensive stocks.

Q. What's your outlook, Joel?

A. I anticipate a market recovery at some point in 2002. We experienced several interest rate cuts during the period, had a modest tax cut and the war in Afghanistan has gone well - all of which may lead to increased investor confidence. To that end, I have been trying to steer the fund toward companies that I feel can rebound quicker coming out of a recession. At the end of January, approximately 25% of the fund's investments represented this shift.

Semiannual Report

Fund Talk: The Manager's Overview - continued

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

Fund Facts

Goal: capital appreciation by investing mainly in low-priced common stocks ($35 or less at time of purchase)

Fund number: 316

Trading symbol: FLPSX

Start date: December 27, 1989

Size: as of January 31, 2002, more than $13.5 billion

Manager: Joel Tillinghast, since 1989; analyst for natural gas, personal care products, appliance and tobacco industries, 1986-1989; joined Fidelity in 1986

3

Joel Tillinghast on researching small-company stocks during uncertain times:

"With everything that happened during the period - the slowdown in the economy, the terrorist attacks and the collapse of Enron - investors today are understandably more cautious about what they're investing in. Myself included.

"During the Internet mania period of 1998 and 1999, investors focused more on the potential of businesses, oftentimes without considering the current state of that business. The result of Enron and some of the other challenges we faced during this particular period has been an increased focus on current accountability.

"As the manager of a fund with more than $13 billion in assets, I take the issue of accountability very seriously. When I'm looking at a potential investment, for example, I want to see the company's cash-flow statement, so I can determine whether the company is producing cash from operations. I also want to ensure that the company is generating enough revenue to grow its business at the rate it is projecting to grow. A company also has to get good returns on its assets, and - from my perspective - those assets need to be easily identifiable and understood. These are just a few of the measurements I use to evaluate a company's growth potential."

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

CVS Corp.

2.6

0.0

D.R. Horton, Inc.

1.7

1.5

Outback Steakhouse, Inc.

1.3

1.2

The PMI Group, Inc.

1.1

0.8

Applebee's International, Inc.

1.0

1.1

Computer Associates International, Inc.

1.0

0.0

Computer Sciences Corp.

1.0

1.1

Ross Stores, Inc.

1.0

0.8

Jones Apparel Group, Inc.

0.8

0.0

CDW Computer Centers, Inc.

0.8

0.8

12.3

Top Five Market Sectors as of January 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

24.9

24.0

Financials

13.2

13.9

Information Technology

13.0

10.6

Industrials

10.7

11.4

Health Care

7.4

8.1

Asset Allocation (% of fund's net assets)

As of January 31, 2002 *

As of July 31, 2001 **

Stocks 82.4%

Stocks 80.4%

Convertible
Securities 0.6%

Convertible
Securities 0.5%

Short-Term
Investments and
Net Other Assets 17.0%

Short-Term
Investments and
Net Other Assets 19.1%

* Foreign investments

12.6%

** Foreign investments

13.6%



Semiannual Report

Investments January 31, 2002

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 82.4%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 24.9%

Auto Components - 1.3%

ArvinMeritor, Inc. (c)

4,575,000

$ 110,029

Dana Corp.

150,000

2,192

FCC Co. Ltd.

75,000

707

Federal Screw Works (c)

136,000

4,831

Fuji Oozx, Inc.

200,000

282

Koito Industries Ltd.

1,000,000

2,041

Murakami Corp. (c)

800,000

2,909

Owari Precise Products Co. Ltd.

350,000

494

Piolax, Inc. (c)

800,000

4,192

Raytech Corp. (a)

324,600

1,266

Spartan Motors, Inc.

435,500

3,266

Stoneridge, Inc. (a)(c)

2,190,700

16,649

Strattec Security Corp. (a)(c)

528,700

19,546

Tachi-S Co. Ltd.

1,100,000

4,254

Tochigi Fuji Industrial Co. Ltd.

600,000

859

Transpro, Inc. (a)(c)

660,925

2,247

175,764

Distributors - 0.4%

Advanced Marketing Services, Inc. (c)

1,830,000

39,162

Brammer PLC

200,000

607

Goodfellow, Inc. (c)

418,000

2,435

Quicks Group PLC (c)

4,651,825

5,179

Richelieu Hardware Ltd. (a)

171,900

1,272

Uni-Select, Inc.

554,100

6,002

54,657

Hotels, Restaurants & Leisure - 4.9%

Applebee's International, Inc. (c)

3,691,200

138,974

ARK Restaurants Corp. (a)(c)

221,300

1,514

Ask Central PLC

1,126,000

3,067

Benihana, Inc. (a)(c)

348,200

5,571

Benihana, Inc. Class A (a)(c)

289,300

4,745

CEC Entertainment, Inc. (a)

250,000

11,238

Elxsi Corp. (a)

181,600

1,360

Enterprise Inns PLC

350,832

3,243

Flanigan's Enterprises, Inc. (c)

195,000

1,180

Gresham Hotel Group PLC

1,901,607

1,154

Groupe Partouche

10,100

564

Hanover International PLC

789,247

1,036

Holidaybreak PLC

225,000

1,461

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

IHOP Corp. (a)(c)

2,000,800

$ 57,523

ITE Group PLC

1,000,000

409

Jack in the Box, Inc. (a)

1,149,900

32,197

Jurys Doyle Hotel Group PLC (Ireland)

350,000

2,854

Lakes Gaming, Inc. (a)(c)

1,051,600

7,729

Morton's Restaurant Group, Inc. (a)(c)

360,000

3,222

MTR Gaming Group, Inc. (a)

431,100

7,135

Outback Steakhouse, Inc. (a)(c)

4,800,000

178,080

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

2,269,600

64,343

Pizzaexpress PLC

50,000

627

Ryan's Family Steak Houses, Inc. (a)

783,300

16,943

Shingakukai Co. Ltd.

200,000

542

ShoLodge, Inc. (a)(c)

401,200

2,367

Sonic Corp. (a)(c)

2,875,000

109,250

Sportscene Restaurants, Inc. Class A (c)

133,300

462

Steak n Shake Co. (a)

827,500

10,749

Sydney Aquarium Ltd.

100,000

193

669,732

Household Durables - 4.8%

Abbey PLC (c)

3,250,000

10,740

Airsprung Furniture Group PLC

950,000

1,006

Barratt Developments PLC

2,600,000

15,228

Blyth, Inc.

1,550,900

32,864

Boston Acoustics, Inc.

173,200

1,645

Bush Industries, Inc. Class A (c)

892,500

9,889

Chromcraft Revington, Inc. (a)(c)

932,400

10,303

Clayton Homes, Inc.

2,300,800

38,653

Cobra Electronics Corp. (a)(c)

616,600

4,335

Crossmann Communities, Inc. (c)

1,145,000

50,517

D.R. Horton, Inc. (c)

6,100,000

228,384

Department 56, Inc. (a)

137,400

1,360

Dominion Homes, Inc. (a)(c)

615,300

11,906

Ekornes AS

50,000

455

Fleetwood Enterprises, Inc.

100,000

1,100

Helen of Troy Corp. (a)(c)

2,807,900

41,838

Kaneshita Construction Co. Ltd.

400,000

1,288

M/I Schottenstein Homes, Inc. (c)

880,000

50,600

Media Arts Group, Inc. (a)(c)

883,900

2,643

Meritage Corp. (a)

220,000

12,617

Mohawk Industries, Inc. (a)

240,000

13,190

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Nakayamafuku Co. Ltd.

50,000

$ 119

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

935,800

9,311

Newmark Homes Corp.

82,472

1,295

Oakwood Homes Corp. (a)(c)

953,100

5,957

Oriole Homes Corp. Class B (a)

56,600

102

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

359,300

2,479

Persimmon PLC

1,200,000

6,567

Shermag, Inc. (a)

588,000

3,722

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

1,425,100

3,206

Standard Pacific Corp.

1,235,000

32,567

Stanley Furniture Co., Inc. (a)(c)

675,000

17,888

The Rottlund Co., Inc. (a)

170,600

1,552

The Rowe Companies

254,600

942

Toso Co. Ltd.

400,000

861

William Lyon Homes, Inc. (a)(c)

1,057,000

22,356

649,485

Internet & Catalog Retail - 0.9%

Blair Corp. (c)

800,700

15,053

Coldwater Creek, Inc. (a)(c)

824,900

13,518

Insight Enterprises, Inc. (a)(c)

3,685,600

90,260

Kleeneze PLC

1,750,000

3,260

122,091

Leisure Equipment & Products - 0.2%

Anthony & Sylvan Pools Corp.

181,351

1,279

Brunswick Corp.

60,100

1,478

Gametech International, Inc. (a)

407,900

1,754

Johnson Outdoors, Inc. Class A (a)

127,400

1,068

K2, Inc. (a)

494,400

3,461

Marine Products Corp. (c)

1,695,840

10,260

SCP Pool Corp. (a)

171,300

4,861

Zapf Creation AG

20,000

397

24,558

Media - 1.0%

Alliance Atlantis Communications, Inc. Class B (non-vtg.) (a)

200,000

2,018

Austereo Group Ltd.

4,000,000

4,512

CanWest Global Communications Corp. (sub. vtg.)

918,006

6,880

Chubu-Nippon Broadcasting Co. Ltd.

75,000

479

COMTEX News Network, Inc. (a)

124,000

57

Cordiant Communications Group PLC

1,100,000

1,242

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Media - continued

Cordiant Communications Group PLC sponsored ADR

809,400

$ 4,614

Corus Entertainment, Inc. Class B (a)

25,000

559

Grupo Radio Centro SA de CV sponsored ADR

655,600

3,927

Independent News & Media PLC (Ireland)

100,000

167

Informa Group PLC

726,300

2,419

Johnston Press PLC

3,000,000

14,395

Opinion Research Corp. (a)

79,601

446

P4 Radio Hele Norge ASA

450,000

986

Persona, Inc. (a)(c)

924,400

6,550

R.H. Donnelley Corp. (a)

1,111,500

30,800

Roto Smeets de Boer NV

165,000

3,626

Sanoma-WSOY Oyj (B Shares)

306,440

3,072

SMG PLC

550,000

947

Source Information Management Co. (a)(c)

1,260,900

6,683

Southern Cross Broadcasting Australia Ltd.

820,130

4,868

Trinity Mirror PLC

750,000

4,432

TV Azteca SA de CV sponsored ADR

1,493,300

11,782

TVA Group, Inc. Class B

1,389,700

9,978

VLT AB (B Shares)

216,000

1,730

Wegener NV

300,000

2,215

Wolters Kluwer NV (Certificaten Van Aandelen)

10,000

207

129,591

Multiline Retail - 0.8%

Arnotts PLC

100,387

638

BJ's Wholesale Club, Inc. (a)

1,550,000

73,703

Daiwa Co. Ltd.

300,000

412

Merchant Retail Group PLC

200,000

334

Ministop Co. Ltd.

50,000

621

ShopKo Stores, Inc. (a)(c)

2,723,600

33,119

T.J. Hughes PLC

250,000

415

109,242

Specialty Retail - 7.3%

Aaron Rents, Inc.

730,700

13,043

Aaron Rents, Inc. Class A

126,500

2,024

Abercrombie & Fitch Co. Class A (a)

200,000

5,310

American Eagle Outfitters, Inc. (a)

1,025,000

26,076

AutoZone, Inc. (a)

1,500,000

101,475

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

800,000

8,812

Brookstone Co., Inc. (a)(c)

836,600

9,495

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Cato Corp. Class A (c)

1,297,300

$ 27,684

CDW Computer Centers, Inc. (a)

2,000,000

110,760

Charlotte Russe Holding, Inc. (a)

205,800

3,706

Chico's FAS, Inc. (a)

175,000

5,241

Christopher & Banks Corp. (a)

100,000

3,270

Claire's Stores, Inc.

1,053,800

19,748

Cole National Corp. Class A (a)(c)

1,099,900

16,389

Daiwa Logistics Co. Ltd.

300,000

946

Esprit Holdings Ltd.

150,000

194

Finish Line, Inc. Class A (a)(c)

1,613,000

24,034

Finlay Enterprises, Inc. (a)(c)

1,042,700

10,427

Footstar, Inc. (a)(c)

1,807,400

43,757

French Connection Group PLC

100,000

1,104

Friedmans, Inc. Class A (c)

1,343,700

13,034

Goody's Family Clothing, Inc. (a)

217,500

933

GTSI Corp. (a)(c)

790,300

6,528

Guitar Center, Inc. (a)(c)

1,146,800

17,947

Heiton Group PLC

754,909

1,963

Hibbett Sporting Goods, Inc. (a)(c)

656,200

19,942

Homestyle Group PLC

400,000

1,891

Hot Topic, Inc. (a)

300,000

10,056

Hughes Supply, Inc.

206,000

6,271

Intimate Brands, Inc. Class A

900,000

16,425

Jo-Ann Stores, Inc.:

Class A (a)

482,800

5,166

Class B (non-vtg.) (a)

1,093,100

9,947

Keiiyu Co. Ltd.

100,000

609

La Senza Corp.

138,000

856

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

192,900

692

Lithia Motors, Inc. Class A (a)(c)

505,900

9,921

Mark's Work Warehouse Ltd. (a)

556,300

1,440

Monro Muffler Brake, Inc. (a)(c)

816,800

13,028

New Look Group PLC

200,000

471

New Look Group PLC (d)

950,000

2,239

O'Reilly Automotive, Inc. (a)

250,000

8,273

One Price Clothing Stores, Inc. (a)(c)

293,986

691

Pacific Sunwear of California, Inc. (a)

1,450,200

33,326

Partridge Fine Arts PLC

100,000

85

Pier 1 Imports, Inc.

2,000,000

37,780

Pomeroy Computer Resources, Inc. (a)(c)

1,257,700

16,966

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Rainbow Rentals, Inc. (a)

34,000

$ 237

Regis Corp.

188,600

5,005

Rex Stores Corp. (a)(c)

977,450

28,786

Ross Stores, Inc.

3,645,000

132,423

ScS Upholstery PLC

75,000

256

Shirmax Fashions Ltd.

513,600

1,420

Software Spectrum, Inc. (a)(c)

276,004

5,216

TBC Corp. (a)(c)

2,089,600

24,678

The Buckle, Inc. (a)

68,200

1,359

The Childrens Place Retail Stores, Inc. (a)

933,000

30,518

The Men's Wearhouse, Inc. (a)(c)

3,085,000

68,610

United Retail Group, Inc. (a)(c)

883,100

6,226

Whitehall Jewellers, Inc. (a)

142,200

2,218

Wilsons Leather Experts, Inc. (a)

557,100

7,521

984,448

Textiles & Apparel - 3.3%

Cherokee, Inc. (a)(c)

763,800

10,762

Cutter & Buck, Inc. (a)

88,000

572

Danier Leather, Inc. (a)(c)

405,200

3,675

Decorator Industries, Inc. (c)

279,715

1,287

Delta Apparel, Inc. (a)(c)

191,200

3,900

Fossil, Inc. (a)(c)

2,771,700

64,913

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

2,059,600

31,903

Hampshire Group Ltd. (a)(c)

464,200

6,737

Hugo Boss AG

25,000

504

Impact 21 Co. Ltd.

100,000

970

JLM Couture, Inc. (a)(c)

197,100

453

Jones Apparel Group, Inc. (a)

3,390,000

112,446

Kenneth Cole Productions, Inc. Class A (a)(c)

1,145,500

19,611

Movado Group, Inc. (c)

975,900

17,273

Nagahori Corp.

200,000

303

Nautica Enterprises, Inc. (a)(c)

3,600,000

50,400

Novel Denim Holdings Ltd. (a)(c)

943,800

9,532

Perry Ellis International, Inc. (a)(c)

672,400

5,043

Polo Ralph Lauren Corp. Class A (a)

100,000

2,762

Quaker Fabric Corp. (a)

503,400

4,626

Quiksilver, Inc. (a)(c)

1,862,300

34,192

Tandy Brands Accessories, Inc. (a)(c)

548,900

4,940

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Textiles & Apparel - continued

Tommy Hilfiger Corp. (a)(c)

4,750,000

$ 61,703

Yue Yuen Industrial Holdings Ltd.

300,000

692

449,199

TOTAL CONSUMER DISCRETIONARY

3,368,767

CONSUMER STAPLES - 6.3%

Beverages - 0.3%

Constellation Brands, Inc. Class A (a)

600,000

28,722

Hansen Natural Corp. (a)

220,985

919

Mikuni Coca-Cola Bottling Co.

25,000

184

National Beverage Corp. (a)

732,700

9,305

Shikoku Coca-Cola Bottling Co. Ltd.

200,000

1,513

Wolverhampton & Dudley Breweries PLC

21,186

183

40,826

Food & Drug Retailing - 3.6%

CVS Corp.

13,000,000

353,605

Fleming Companies, Inc.

100,000

2,052

Fresh Brands, Inc. (c)

388,100

7,180

Jean Coutu Group, Inc. Class A

1,693,400

34,395

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

3,207,000

84,810

Shoei Foods Corp.

250,000

820

Somerfield PLC (a)

1,700,000

2,429

Village Super Market, Inc. Class A (a)

47,600

1,261

Yaoko Co. Ltd.

10,000

113

486,665

Food Products - 0.7%

American Italian Pasta Co. Class A (a)

221,000

9,061

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

474,700

3,394

Dean Foods Co. (a)

100,000

6,540

Greggs PLC

25,000

1,140

IAWS Group PLC:

(Ireland)

1,450,000

10,206

(United Kingdom) (Reg.)

500,000

3,493

Kerry Group PLC Class A

700,000

9,163

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

50,000

2,210

Monterey Pasta Co. (a)

597,500

4,414

Riviana Foods, Inc. (c)

892,636

17,701

Suprema Specialties, Inc. (a)(c)

804,800

6,978

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Food Products - continued

Sylvan, Inc. (a)(c)

386,300

$ 4,423

Zapata Corp. (a)(c)

173,800

5,084

83,807

Personal Products - 0.7%

Alberto-Culver Co. Class A

143,300

5,805

DSG International Ltd. (a)(c)

512,500

1,748

Herbalife International, Inc.:

Class A (c)

1,037,500

15,822

Class B (non-vtg.)

2,010,500

28,408

IWP International PLC:

(Dublin) (Reg.)

250,000

440

(United Kingdom) (Reg.)

700,000

1,185

Nature's Sunshine Products, Inc. (c)

1,627,300

21,399

Steiner Leisure Ltd. (a)(c)

1,010,000

20,170

The Stephan Co. (c)

453,500

1,383

96,360

Tobacco - 1.0%

DIMON, Inc.

1,982,700

15,267

Gallaher Group PLC sponsored ADR

1,528,500

42,034

Loews Corp. - Carolina Group

84,300

2,360

RJ Reynolds Tobacco Holdings, Inc.

890,000

53,178

Standard Commercial Corp. (c)

1,280,700

23,437

136,276

TOTAL CONSUMER STAPLES

843,934

ENERGY - 3.2%

Energy Equipment & Services - 1.6%

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

863,500

6,880

Australian Oil & Gas Corp. Ltd. (c)

3,470,021

2,733

Collicutt Hanover Services Ltd. (a)

217,300

807

Enserco Energy Service Co., Inc. (a)

620,900

5,084

Ensign Resource Service Group, Inc.

983,200

7,895

EnSource Energy Services, Inc. (a)

76,000

184

Foremost Industries Income Fund (trust unit) (c)

543,500

1,164

Fugro NV

345,000

16,346

GlobalSantaFe Corp.

800,000

22,720

Gulf Island Fabrication, Inc. (a)

288,300

3,307

Lufkin Industries, Inc. (c)

621,400

15,349

NQL Drilling Tools, Inc. (a)

702,100

3,648

Common Stocks - continued

Shares

Value (Note 1)
(000s)

ENERGY - continued

Energy Equipment & Services - continued

Offshore Logistics, Inc. (a)(c)

1,102,000

$ 18,315

Oil States International, Inc.

1,026,700

7,700

Pason Systems, Inc. (a)

722,600

4,255

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

336,150

730

Peak Energy Services Ltd. (a)

1,350,900

1,957

Petroleum Helicopters, Inc. (a)(c)

218,200

4,582

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

300,000

6,045

RPC, Inc. (c)

2,830,800

39,914

Ryan Energy Technologies, Inc. (a)

625,000

634

Superior Energy Services, Inc. (a)

3,100,900

28,528

Technip-Coflexip SA

50,000

5,983

Technip-Coflexip SA sponsored ADR (a)

483,000

14,973

Total Energy Services Ltd. (a)(c)

1,303,900

1,314

Trican Well Service Ltd. (a)

60,300

499

UNIFAB International, Inc. (a)

323,700

113

Wenzel Downhole Tools Ltd. (a)

796,400

401

222,060

Oil & Gas - 1.6%

Adams Resources & Energy, Inc. (c)

421,800

3,311

Castle Energy Corp. (c)

1,167,000

7,230

Compton Petroleum Corp. (a)

1,375,000

3,100

Denbury Resources, Inc. (a)

345,600

2,177

Dorchester Hugoton Ltd. (depositary unit)

493,800

6,805

Giant Industries, Inc. (a)(c)

901,600

8,322

Holly Corp. (c)

1,525,000

31,110

Howell Corp. (c)

535,260

6,289

KCS Energy, Inc. (a)(c)

3,419,400

6,976

Marathon Oil Corp.

2,250,000

63,113

Markwest Hydrocarbon, Inc. (a)(c)

731,800

5,159

Maynard Oil Co. (a)(c)

488,000

9,468

Nissin Shoji Co. Ltd.

250,000

776

Novus Petroleum Ltd. (a)(c)

14,200,000

14,359

Petroleum Development Corp. (a)(c)

1,624,500

9,909

Prize Energy Corp. (a)(c)

818,000

17,587

ProSafe ASA (a)

350,000

4,677

Summit Resources Ltd. (a)

170,800

506

Common Stocks - continued

Shares

Value (Note 1)
(000s)

ENERGY - continued

Oil & Gas - continued

Swift Energy Co. (a)

800,000

$ 14,200

Upton Resources, Inc. (a)

390,000

727

215,801

TOTAL ENERGY

437,861

FINANCIALS - 13.2%

Banks - 5.3%

1st Source Corp.

123,700

2,598

American Financial Holdings, Inc.

136,052

3,510

Anglo Irish Bank Corp. PLC

3,050,360

11,989

Bank of Ireland

2,000,001

18,798

Bank of the Ozarks, Inc. (c)

377,200

10,022

Berkshire Hills Bancorp, Inc.

431,900

9,156

BOK Financial Corp.

620,800

19,481

California First National Bancorp (c)

602,900

6,933

Canadian Western Bank (c)

1,000,300

18,270

Cascade Bancorp

186,460

3,067

Cathay Bancorp, Inc. (c)

556,100

34,539

Centennial Bancorp

510,579

4,304

City National Corp.

600,000

29,592

Coastal Financial Corp.

184,300

1,732

DnB Holding ASA

5,730,095

25,735

DnB Holding ASA (d)

900,000

4,042

East West Bancorp, Inc.

152,400

3,993

Fidelity Bancorp, Inc., Pennsylvania

44,000

749

First BanCorp Puerto Rico (c)

2,637,000

76,473

First Mutual Bancshares, Inc. (c)

240,600

3,190

Gjensidige NOR Sparebank (primary shares certificates)

1,250,000

38,066

Great Southern Bancorp, Inc.

115,900

3,361

Hanmi Financial Corp. (c)

1,253,500

19,805

Harleysville National Corp.

76,850

1,787

Hawthorne Financial Corp. (a)(c)

519,300

11,269

HMN Financial, Inc.

19,500

301

Independence Federal Savings Bank (c)

120,700

1,116

International Bancshares Corp.

175,125

7,706

Irwin Financial Corp.

332,500

5,320

Jyske Bank AS (Reg.) (a)(c)

2,150,000

41,931

Laurentian Bank of Canada

1,091,140

24,835

Local Financial Corp. (a)

545,100

7,495

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Banks - continued

London Forfaiting Co. PLC (a)

650,000

$ 105

Mississippi Valley Bancshares, Inc.

3,000

117

National Bank of Canada

1,550,000

29,286

Nordlandsbanken AS (c)

417,000

10,506

Nordvestbank (Reg.)

12,000

979

North Central Bancshares, Inc. (c)

170,400

3,681

OKO Bank (A Shares)

900,000

11,657

Pacific Union Bank (c)

540,850

5,517

Parkvale Financial Corp. (c)

292,300

6,454

Popular, Inc.

859,600

24,232

Ringerikes Sparebank (c)

30,950

485

Ringkjoebing Bank (c)

31,730

3,030

S.Y. Bancorp, Inc.

240,300

7,834

SouthTrust Corp.

3,125,000

77,000

Sparebanken More (primary shares certificates)

50,084

1,201

Sparebanken Rana (c)

43,250

559

Sparebanken Rogaland (capital certificates)

50,000

1,424

Sterling Bancorp (c)

959,640

27,014

Summit Bancshares, Inc.

8,000

146

Surrey Metro Savings Credit Union (non-vtg.)

565,000

6,619

Sydbank AS

315,000

16,844

Texas Regional Bancshares, Inc. Class A

172,300

6,728

W Holding Co., Inc.

1,004,600

15,551

Yardville National Bancorp (c)

743,500

9,442

717,576

Diversified Financials - 1.3%

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

862,200

8,406

Aeon Credit Service (Asia) Co. Ltd.

11,880,000

4,684

Amagerbanken AS

30,000

1,528

Amtsspar Fyn Holding AS

35,000

1,888

Daiko Shoken Business Co. Ltd.

100,000

240

Doral Financial Corp. (c)

2,918,500

103,315

Globaly Corp. (a)

110,400

1,359

Home Capital Group, Inc. Class B (sub. vtg.) (c)

1,034,600

8,634

HPSC, Inc. (a)

168,800

1,180

Ichiyoshi Securities Co. Ltd.

100,000

250

JCG Holdings Ltd.

30,000,000

18,848

MFC Bancorp Ltd. (a)(c)

763,800

7,827

Norvestia Oyj (B Shares)

240,000

2,966

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Diversified Financials - continued

Principal Financial Group, Inc.

300,000

$ 7,635

Takefuji Corp.

100,000

5,893

174,653

Insurance - 6.1%

American Physicians Capital, Inc. (a)(c)

779,900

16,503

AmerUs Group Co.

222,000

7,970

Clark/Bardes, Inc. (a)

200,000

5,054

Commerce Group, Inc.

587,500

20,328

Cotton States Life Insurance Co. (c)

612,500

6,125

Financial Industries Corp. (c)

1,307,020

17,514

FPIC Insurance Group, Inc. (a)(c)

473,500

6,894

Fremont General Corp.

810,700

5,188

Independence Holding Co.

100,052

1,751

IPC Holdings Ltd. (c)

3,260,000

93,692

MEEMIC Holdings, Inc. (a)

207,500

4,646

MetLife, Inc.

2,000,000

60,760

MIIX Group, Inc. (c)

1,057,200

13,426

Mutual Risk Management Ltd. (c)

2,359,000

12,786

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

209,200

22,008

Nymagic, Inc.

235,600

4,243

PAULA Financial (a)(c)

596,500

746

Philadelphia Consolidated Holding Corp. (a)(c)

1,299,800

54,163

Protective Life Corp.

2,146,600

61,822

PXRE Group Ltd. (c)

1,189,000

20,213

Radian Group, Inc.

1,250,000

56,125

RenaissanceRe Holdings Ltd.

1,000,000

97,250

Stirling Cooke Brown Holdings Ltd. (c)

946,200

530

The PMI Group, Inc.

2,100,000

148,155

Trenwick Group Ltd. (c)

3,673,000

33,975

Triad Guaranty, Inc. (a)(c)

700,000

27,790

UICI (a)

2,135,300

27,545

827,202

Real Estate - 0.5%

Apartment Investment & Management Co. Class A

200,000

8,720

Corrections Corp. of America (a)

140,700

2,533

Duke Realty Corp.

900,000

20,925

La Quinta Corp. unit (a)

4,010,000

28,872

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Real Estate - continued

Nagawa Co. Ltd. (c)

875,000

$ 2,922

Orleans Homebuilders, Inc. (a)

250,600

1,654

65,626

TOTAL FINANCIALS

1,785,057

HEALTH CARE - 7.4%

Biotechnology - 0.1%

Embrex, Inc. (a)(c)

783,900

14,463

Health Care Equipment & Supplies - 3.3%

Biomet, Inc.

3,100,000

100,099

Datascope Corp.

208,000

6,633

Del Global Technologies Corp. (a)(c)

786,100

3,066

DENTSPLY International, Inc.

150,000

7,418

Elscint Ltd. (a)(c)

1,469,800

7,981

Exactech, Inc. (a)(c)

513,800

8,555

Guidant Corp. (a)

1,000,000

48,050

ICU Medical, Inc. (a)(c)

805,000

37,231

Invacare Corp. (c)

1,969,100

66,654

Kensey Nash Corp. (a)

385,000

7,496

Medstone International, Inc. (a)(c)

561,200

2,497

Mentor Corp.

70,000

2,292

Meridian Bioscience, Inc.

91,300

623

Mesa Laboratories, Inc. (a)(c)

313,100

2,035

Moulin International Holding Ltd.

16,998,835

1,330

Nakanishi, Inc.

75,000

1,570

Ocular Sciences, Inc. (a)(c)

2,337,400

60,632

Orthofix International NV (a)(c)

983,447

33,438

Osteotech, Inc. (a)(c)

1,407,700

12,106

Shofu, Inc.

10,000

50

Sulzer Medica AG sponsored ADR

1,000,400

5,492

Theragenics Corp. (a)(c)

2,215,900

19,589

Utah Medical Products, Inc. (a)(c)

758,800

11,458

Young Innovations, Inc. (a)

84,600

2,242

448,537

Health Care Providers & Services - 3.6%

Allou Health & Beauty Care, Inc. Class A (a)

132,900

952

AMERIGROUP Corp.

560,100

12,697

Canadian Medical Laboratories Ltd. (a)

522,500

7,602

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

Corvel Corp. (a)(c)

1,125,000

$ 36,000

First Health Group Corp. (a)

200,000

5,080

Health Management Associates, Inc. Class A (a)

2,000,000

38,860

HealthSouth Corp. (a)

4,850,000

56,745

Hokuyaku, Inc.

250,000

779

Horizon Health Corp. (a)(c)

674,400

9,866

Lincare Holdings, Inc. (a)

600,000

15,948

National Dentex Corp. (a)(c)

314,700

8,654

National Healthcare Corp. (a)(c)

908,200

15,439

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

3,415,000

64,202

RehabCare Group, Inc. (a)(c)

1,732,100

39,873

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

2,535,700

78,429

Res-Care, Inc. (a)(c)

1,807,400

17,080

Syncor International Corp. (a)

280,000

7,364

Trover Solutions, Inc. (a)(c)

1,112,500

6,675

United Drug PLC

75,000

931

Universal Health Services, Inc. Class B (a)

1,575,000

65,914

489,090

Pharmaceuticals - 0.4%

Alpharma, Inc. Class A (c)

2,066,200

53,205

Fuji Pharmaceutical Co. Ltd.

100,000

319

53,524

TOTAL HEALTH CARE

1,005,614

INDUSTRIALS - 10.7%

Aerospace & Defense - 0.6%

Allied Research Corp. (a)(c)

445,000

7,810

Astronics Corp. (c)

596,700

6,880

Astronics Corp. Class B (c)

203,193

2,174

Cobham PLC

100,000

1,541

Ducommun, Inc. (a)(c)

1,090,500

13,162

Engineered Support Systems, Inc. (c)

595,900

20,946

Mercury Air Group, Inc. (a)

290,140

1,581

Moog, Inc. Class A (a)

452,900

11,825

World Fuel Services Corp. (c)

1,249,906

22,686

88,605

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Air Freight & Couriers - 0.0%

AirNet Systems, Inc. (a)

20,000

$ 155

Baltrans Holdings Ltd.

5,000,000

1,013

1,168

Airlines - 0.3%

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

2,161,900

8,561

Delta Air Lines, Inc.

550,000

17,386

Mesaba Holdings, Inc. (a)

255,400

2,030

Midwest Express Holdings, Inc. (a)

277,600

5,036

Transat A.T., Inc. (a)

850,000

3,506

36,519

Building Products - 0.7%

Aaon, Inc. (a)(c)

547,500

10,785

Asahi Concrete Works Co. Ltd. (c)

1,150,000

2,228

Dal-Tile International, Inc. (a)

1,246,600

28,759

Domco Tarkett, Inc. (a)

478,600

1,944

Drew Industries, Inc. (a)(c)

966,600

12,469

Griffon Corp.

256,920

4,039

Kondotec, Inc.

275,000

1,090

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

1,817,600

31,081

Nichiha Corp.

300,000

2,494

Patrick Industries, Inc. (c)

453,000

3,917

Portmeirion Group PLC

350,000

858

99,664

Commercial Services & Supplies - 1.7%

Caldwell Partners International, Inc. Class A (non-vtg.) (a)

137,700

113

Canadian Crude Separators, Inc. (a)(c)

1,312,100

6,611

Chodai Co. Ltd.

200,000

579

Chuo Warehouse Co. Ltd.

300,000

1,269

CompX International, Inc. Class A

20,100

256

Corinthian Colleges, Inc. (a)

194,700

8,543

CSG Systems International, Inc. (a)

708,119

26,278

Daitec Co. Ltd.

425,200

3,345

Davis Service Group

50,000

300

Diversified Corporate Resources, Inc. (a)(c)

277,700

236

FYI, Inc. (a)(c)

1,554,300

43,754

Hunting PLC

1,700,000

4,199

Imagistics International, Inc. (a)

87,100

1,435

IMS Health, Inc.

100,000

1,995

infoUSA, Inc. (a)

2,286,282

17,742

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Insurance Auto Auctions, Inc. (a)

166,700

$ 2,657

Jarvis Porter Group PLC (a)

500,000

121

Jenny Craig, Inc. (a)

477,100

2,414

Mail-Well, Inc. (a)

454,600

2,623

MCSi, Inc. (a)

575,000

11,678

Met-Pro Corp.

143,400

1,893

Mice Group PLC

50,000

57

National Service Industries, Inc. (c)

548,175

3,941

Nippon Filing Co. Ltd.

100,000

275

Nishio Rent All Co. Ltd.

500,000

2,973

Personnel Group of America, Inc. (a)

1,000,000

1,290

Pubco Corp. (a)(c)

319,500

3,179

RCM Technologies, Inc. (a)(c)

1,053,000

5,486

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

737,800

9,518

Right Management Consultants, Inc. (a)(c)

1,234,550

25,617

Samas Groep NV (Certificaten Van Aandelen)

100,000

670

Scherer Healthcare, Inc. (a)(c)

352,900

1,341

Spherion Corp. (a)

474,800

4,795

Tanabe Management Consulting Co.

200,000

416

Thomas Group (a)(c)

321,600

804

Unit 4 Agresso NV (a)

75,000

705

Up, Inc. (c)

450,000

1,269

Viad Corp.

625,000

15,400

Wao Corp. (c)

450,000

1,085

Watson Wyatt & Co. Holdings (a)

526,300

11,268

Wyndeham Press Group PLC

800,000

903

229,033

Construction & Engineering - 2.1%

Aoki Marine Co. Ltd.

126,000

206

Badger Daylighting, Inc. (a)

766,500

623

Bellway PLC

1,507,900

8,970

Dai-Dan Co. Ltd.

237,000

748

Dycom Industries, Inc. (a)

1,652,200

26,633

EMCOR Group, Inc. (a)

710,400

33,957

Henry Boot PLC (c)

1,580,000

6,154

Hoan Kogyo Co. Ltd.

500,000

776

Jacobs Engineering Group, Inc. (a)

1,165,000

74,560

Japan Engineering Consultants Co. Ltd.

300,000

394

Kawasaki Setsubi Kogyo Co. Ltd.

200,000

520

Matsui Construction Co. Ltd.

400,000

861

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Construction & Engineering - continued

Matsuo Bridge Co. Ltd.

500,000

$ 720

Metalrax Group PLC

2,500,000

2,346

Sanshin Corp. (a)

250,000

256

Sanyo Engineering & Construction, Inc.

900,000

1,984

Stantec, Inc. (a)(c)

841,900

16,013

Taihei Dengyo Kaisha Ltd.

100,000

208

Takada Kiko Co. Ltd.

700,000

2,042

URS Corp. (a)(c)

1,788,700

53,983

Volker Wessels Stevin NV (Certificaten Van Aandelen) (c)

2,010,000

43,477

Wesco, Inc.

200,000

353

Yokogawa Bridge Corp.

1,000,000

3,050

Yokogawa Construction Co. Ltd.

300,000

690

279,524

Electrical Equipment - 1.6%

Acuity Brands, Inc. (c)

2,924,200

38,161

Aichi Electric Co. Ltd.

1,000,000

1,685

AZZ, Inc. (c)

491,800

9,246

Bairnco Corp. (c)

900,900

4,595

Bergman & Beving AB (B Shares)

250,000

960

BMC Industries, Inc.

920,200

2,393

BTU International, Inc. (a)(c)

691,600

4,309

C&D Technologies, Inc. (c)

2,614,300

54,639

Chase Corp. (c)

400,000

4,580

Datapulse Technology Ltd.

3,000,000

587

Denyo Co. Ltd.

250,000

1,021

Deswell Industries, Inc.

73,200

1,446

Draka Holding NV

50,000

1,785

General Cable Corp. (c)

1,835,700

24,782

Genlyte Group, Inc. (a)(c)

1,340,500

41,515

Inaba Denki Sangyo Co. Ltd.

871,300

8,730

Pressac PLC

150,000

49

Roxboro Group PLC

200,000

718

TB Wood's Corp. (c)

415,200

3,529

Techtronic Industries Co.

13,250,000

7,348

Toami Corp. (c)

350,000

1,083

Yurtec Corp.

1,150,000

2,970

216,131

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Industrial Conglomerates - 0.7%

DCC PLC (c):

(Ireland)

2,100,000

$ 20,188

(United Kingdom)

4,000,000

38,458

FKI PLC

400,000

903

Send Group PLC (a)(c)

751,818

966

Teleflex, Inc.

676,500

30,652

91,167

Machinery - 1.0%

Baldwin Technology Co., Inc. Class A (a)

395,800

455

Beltecno Corp. (a)

125,000

205

Cascade Corp. (a)

210,150

2,541

Circor International, Inc.

86,000

1,535

DT Industries, Inc. (a)(c)

536,500

2,441

Esterline Technologies Corp. (a)

271,000

4,729

Gardner Denver, Inc. (a)(c)

1,521,300

32,252

Gehl Co. (a)(c)

635,000

9,455

Graco, Inc.

367,900

14,146

Hardinge, Inc.

181,300

2,031

Hibiya Engineering Ltd.

1,500,000

7,014

Hirsch International Corp. Class A (a)(c)

681,500

358

Hurco Companies, Inc. (a)(c)

387,428

969

IDEX Corp.

53,100

1,805

IHC Caland NV

70,000

3,353

Linx Printing Technologies PLC

655,361

2,525

NACCO Industries, Inc. Class A

270,700

15,159

Quipp, Inc. (a)(c)

76,500

1,117

Quixote Corp. (c)

627,300

11,467

Reliance Steel & Aluminum Co.

400,000

10,400

Sansei Yusoki Co. Ltd.

800,000

1,959

Shin Nippon Machinery Co. Ltd. (a)

400,000

371

The Oilgear Co. (c)

190,000

1,471

Velcro Industries NV

113,500

1,476

Wakita & Co. Ltd.

850,000

1,716

130,950

Marine - 0.5%

Farstad Shipping ASA

1,200,000

5,613

Meiko Transportation Co. Ltd.

500,000

1,373

Ocean Wilsons Holdings Ltd.

600,000

576

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Marine - continued

Teekay Shipping Corp.

1,763,700

$ 61,006

Tokyo Kisen Co. Ltd.

500,000

1,262

69,830

Road & Rail - 1.5%

Arkansas Best Corp. (a)

790,000

23,850

Arriva PLC

100,000

432

Boyd Brothers Transportation, Inc. (a)

21,199

57

CD Bramall PLC (c)

3,510,000

12,731

Covenant Transport, Inc. Class A (a)

205,400

3,440

Genesee & Wyoming, Inc. Class A (a)(c)

299,250

9,498

Japan Logistic Systems Corp.

300,000

615

Landstar System, Inc. (a)

201,832

17,521

Marten Transport Ltd. (a)(c)

447,700

7,678

Nationwide Accident Repair Services PLC (c)

2,200,000

2,437

Old Dominion Freight Lines, Inc. (a)(c)

831,300

11,372

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

852,500

15,771

Trancom Co. Ltd. (c)

520,000

2,181

USFreightways Corp. (c)

2,639,400

96,787

Vitran Corp., Inc. Class A

70,800

161

204,531

Trading Companies & Distributors - 0.0%

Acier Leroux, Inc.:

Class B

125,000

383

Class B (sub. vtg.) (a)

168,600

516

Mitani Sangyo Co. Ltd.

200,000

438

1,337

Transportation Infrastructure - 0.0%

Isewan Terminal Service Co. Ltd.

1,000,000

1,744

TOTAL INDUSTRIALS

1,450,203

INFORMATION TECHNOLOGY - 12.4%

Communications Equipment - 1.9%

Applied Innovation, Inc. (a)

204,000

1,122

AudioCodes Ltd. (a)

580,000

2,500

Audiovox Corp. Class A (a)

119,000

839

Avocent Corp. (a)

1,687,200

42,197

Bel Fuse, Inc.:

Class A (a)

226,700

5,493

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Bel Fuse, Inc.: - continued

Class B

57,300

$ 1,507

Black Box Corp. (a)(c)

1,825,000

96,196

Blick PLC

1,250,000

3,727

Blonder Tongue Laboratories, Inc. (a)

262,700

867

Brooktrout, Inc. (a)(c)

1,242,600

7,058

Cable Design Technologies Corp. (a)

1,489,100

19,060

Communications Systems, Inc.

199,981

1,648

Commuture Corp.

110,000

388

Comtech Telecommunications Corp. (a)

73,400

818

Comverse Technology, Inc. (a)

875,000

18,699

Ditech Communications Corp. (a)(c)

2,846,300

16,935

ECtel Ltd. (a)

10,000

158

Gilat Satellite Networks Ltd. (a)

1,054,900

4,483

Plantronics, Inc. (a)

1,010,000

22,967

ROHN Industries, Inc. (a)(c)

4,080,400

7,386

Wireless Telecom Group, Inc. (c)

1,469,900

5,644

259,692

Computers & Peripherals - 0.8%

Dataram Corp. (a)(c)

853,800

6,574

Electronics for Imaging, Inc. (a)

1,000,000

20,460

Gateway, Inc. (a)

6,800,000

35,428

InFocus Corp. (a)

664,800

12,006

Maezawa Kasei Industries Co. Ltd.

300,000

2,870

Qualstar Corp. (a)

128,300

924

SBS Technologies, Inc. (a)(c)

1,423,600

21,781

100,043

Electronic Equipment & Instruments - 2.8%

AddTech AB (B Shares) (a)

275,000

1,108

Arrow Electronics, Inc. (a)

900,000

27,684

ClearOne Communications, Inc. (a)

10,000

163

Cohu, Inc.

688,900

13,916

CTS Corp. (c)

2,862,000

43,216

Daidensha Co. Ltd.

100,000

241

Elec & Eltek International Co. Ltd.

579,664

1,797

Elec & Eltek International Holdings Ltd.

9,500,000

1,157

Flextech Holdings Ltd.

1,000,000

307

Kingboard Chemical Holdings Ltd.

19,236,000

15,045

Kingboard Chemical Holdings Ltd. warrants 12/31/03 (a)

1,099,800

203

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Kyosan Electric Manufacturing Co. Ltd.

500,000

$ 813

Lagercrantz Group AB (B Shares) (a)

250,000

691

Measurement Specialties, Inc. (a)

281,400

2,096

MOCON, Inc.

213,000

1,957

NatSteel Broadway Ltd.

200,000

267

NU Horizons Electronics Corp. (a)(c)

1,568,700

15,295

Orbotech Ltd. (c)

2,085,000

54,981

Parlex Corp. (a)

152,100

2,297

Perceptron, Inc. (a)

300,700

421

Powell Industries, Inc. (a)(c)

615,300

11,826

ScanSource, Inc. (a)(c)

571,500

30,375

Scientific Technologies, Inc.

157,000

707

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

960,000

643

Shinko Shoji Co. Ltd.

50,000

174

Sigmatron International, Inc. (a)(c)

288,100

810

Silent Witness Enterprises Ltd. (a)(c)

389,800

3,020

Somera Communications, Inc. (a)

151,600

1,319

Spectrum Control, Inc. (a)(c)

1,320,400

6,906

Taitron Components, Inc. Class A (a)(c)

487,700

799

Tech Data Corp. (a)

2,100,000

106,092

Technitrol, Inc.

257,300

6,407

Toko Seiki Co. Ltd. (a)

250,000

276

TT electronics PLC

6,000,000

12,617

Twin Disc, Inc. (c)

269,300

4,215

Varitronix International Ltd.

1,200,000

939

Vishay Intertechnology, Inc. (a)

490,922

9,136

Wong's International Holdings Ltd.

10,000,000

4,135

384,051

Internet Software & Services - 0.1%

Cysive, Inc. (a)

435,400

1,589

Keynote Systems, Inc. (a)

366,400

3,697

Prophet 21, Inc. (a)

43,100

539

RADWARE Ltd. (a)

376,950

3,826

RWD Technologies, Inc. (a)

482,712

1,183

10,834

IT Consulting & Services - 2.0%

Affiliated Computer Services, Inc. Class A (a)

1,000,000

95,650

Carreker Corp. (a)(c)

2,188,400

11,489

Computer Sciences Corp. (a)

3,000,000

133,500

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

IT Consulting & Services - continued

Cotelligent, Inc. (a)(c)

909,200

$ 291

Forrester Research, Inc. (a)

791,800

13,492

Informatics Holdings Ltd.

750,000

506

Meta Group, Inc. (a)

108,200

234

New Horizons Worldwide, Inc. (a)(c)

1,018,200

12,269

Rand A Technology Corp. (a)

541,800

921

Refac (a)(c)

379,500

1,006

Technology Solutions Co. (a)

494,600

984

Xanser Corp.

236,800

528

270,870

Office Electronics - 0.5%

Scribona AB (B Shares)

319,502

380

Zebra Technologies Corp.:

Class A (a)

850,000

45,084

Class B (a)

500,000

26,520

71,984

Semiconductor Equipment & Products - 0.9%

Atmel Corp. (a)

750,000

5,775

Axcelis Technologies, Inc. (a)

1,263,500

17,360

BE Semiconductor Industries NV (NY Shares) (a)

703,300

5,141

Diodes, Inc. (a)(c)

814,800

6,013

Fairchild Semiconductor International, Inc. Class A (a)

700,000

18,473

Intest Corp. (a)(c)

866,100

3,646

IXYS Corp. (a)

187,700

1,787

MIPS Technologies, Inc.:

Class A (a)

178,800

1,986

Class B (a)

243,500

2,418

MOSAID Technologies, Inc. (a)

495,300

4,058

Reliability, Inc. (a)(c)

666,700

1,620

Siliconix, Inc. (a)(c)

1,707,400

46,697

Trio-Tech International (a)(c)

285,900

898

115,872

Software - 3.4%

Ansys, Inc. (a)(c)

1,235,000

27,713

Avant! Corp. (a)(c)

3,744,500

71,370

BVRP Software SA (a)

25,000

204

Computer Associates International, Inc.

4,000,000

137,840

Compuware Corp. (a)

4,000,000

54,400

Deltek Systems, Inc. (a)

748,867

4,306

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Software - continued

Dendrite International, Inc. (a)

900,000

$ 10,737

GEAC Computer Ltd. (a)

1,000,000

4,868

Group 1 Software, Inc. (a)

44,600

669

GSE Systems, Inc. (a)

207,600

727

Inet Technologies, Inc. (a)

812,600

8,419

Kronos, Inc. (a)

50,000

2,700

Mapics, Inc. (a)

897,400

6,237

MetaSolv, Inc. (a)(c)

2,419,633

16,042

Ontrack Data International, Inc. (a)(c)

1,028,000

11,235

Pervasive Software, Inc. (a)(c)

1,393,700

6,899

Phoenix Technologies Ltd. (a)

517,600

6,449

Reynolds & Reynolds Co. Class A

2,740,000

73,158

SPSS, Inc. (a)

696,159

13,366

Timberline Software Corp. (c)

734,867

4,887

462,226

TOTAL INFORMATION TECHNOLOGY

1,675,572

MATERIALS - 3.6%

Chemicals - 1.0%

Aronkasei Co. Ltd.

750,000

1,731

Celanese AG

1,633,900

31,371

CPAC, Inc. (c)

577,200

3,752

Cytec Industries, Inc. (a)

85,000

2,022

Georgia Gulf Corp.

625,900

12,455

Givaudan AG

5,000

1,578

MacDermid, Inc.

621,500

11,168

Nihon Kagaku Sangyo Co. Ltd.

200,000

387

Octel Corp. (a)(c)

1,471,000

23,904

Omnova Solutions, Inc.

53,500

388

SAES Getters Spa sponsored ADR

1,373,000

9,336

Solutia, Inc.

1,328,945

11,814

Spartech Corp.

1,033,200

22,110

Tokyo Printing Ink Manufacturing Co. Ltd.

375,000

682

132,698

Construction Materials - 0.6%

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

777,395

5,630

Centex Construction Products, Inc.

615,000

21,156

Devcon International Corp. (a)(c)

375,700

2,329

Kingspan Group PLC

300,000

895

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - continued

Construction Materials - continued

Komai Tekko, Inc.

100,000

$ 175

Lafarge North America, Inc.

1,163,874

47,160

Monarch Cement Co.

9,200

177

Puerto Rican Cement Co., Inc.

236,300

5,333

SIG PLC

300,000

1,232

84,087

Containers & Packaging - 0.5%

Crown Cork & Seal, Inc. (a)

700,000

3,675

Peak International Ltd. (a)(c)

1,375,700

11,006

Silgan Holdings, Inc. (a)(c)

1,784,100

47,368

62,049

Metals & Mining - 1.0%

Century Aluminum Co.

327,800

4,222

Chase Industries, Inc. (a)(c)

1,026,900

12,087

Chubu Steel Plate Co. Ltd.

1,000,000

876

Cold Metal Products, Inc. (a)

52,400

13

Energy Resources of Australia Ltd.

600,000

656

Harris Steel Group, Inc. Class A (non-vtg.)

357,500

5,404

Industrias Penoles SA

4,600,000

5,524

Japan Steel Tower Co. Ltd.

500,000

846

Kentucky Electric Steel, Inc. (a)(c)

367,500

265

Major Drilling Group International, Inc. (a)

508,000

928

MAXXAM, Inc. (a)

323,000

4,102

Nippon Steel Drum Co. Ltd.

100,000

196

Northwest Pipe Co. (a)

69,900

1,117

Orogen Minerals Ltd. (c)

29,467,052

31,744

Orogen Minerals Ltd. GDR (d)

225,000

2,363

Outokumpu Oyj (A Shares)

100,000

1,090

Pechiney SA Series A

125,000

6,631

Richmont Mines, Inc. (a)(c)

1,163,700

1,854

Sons of Gwalia Ltd.

1,037,257

4,111

Takigami Steel Construction Co. Ltd.

300,000

793

UK Coal PLC

2,457,000

2,722

USEC, Inc. (c)

8,030,000

53,640

141,184

Paper & Forest Products - 0.5%

Crown Van Gelder (CVG) (non-vtg.) (a)

200,000

1,974

M-real Oyj (B Shares)

7,000,000

45,364

Mercer International, Inc. (SBI) (a)(c)

1,429,100

10,555

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - continued

Paper & Forest Products - continued

Noda Corp.

100,000

$ 304

Sino-Forest Corp. Class A (sub. vtg.) (a)(c)

6,915,300

4,791

Uehara Sei Shoji Co. Ltd.

1,050,000

1,878

64,866

TOTAL MATERIALS

484,884

TELECOMMUNICATION SERVICES - 0.6%

Diversified Telecommunication Services - 0.5%

Atlantic Tele-Network, Inc. (c)

498,220

6,776

DSET Corp. (a)(c)

286,250

266

Korea Telecom Corp. sponsored ADR

500,000

9,815

WorldCom, Inc. - MCI Group

3,076,800

38,122

XETA Technologies, Inc. (a)(c)

558,869

2,845

57,824

Wireless Telecommunication Services - 0.1%

Boston Communications Group, Inc. (a)

351,600

2,883

Metro One Telecommunications, Inc. (a)

484,700

11,851

SmarTone Telecommunications Holdings Ltd. (a)

1,500,000

2,125

16,859

TOTAL TELECOMMUNICATION SERVICES

74,683

UTILITIES - 0.1%

Electric Utilities - 0.0%

Maine Public Service Co.

53,900

1,579

Gas Utilities - 0.1%

Hokuriku Gas Co.

1,539,000

4,318

Otaki Gas Co. Ltd.

500,000

1,098

Southwestern Energy Co. (a)

895,000

10,293

15,709

TOTAL UTILITIES

17,288

TOTAL COMMON STOCKS

(Cost $8,525,644)

11,143,863

Convertible Bonds - 0.6%

Moody's Ratings
(unaudited)

Principal
Amount (000s)

Value (Note 1)
(000s)

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

Res-Care, Inc. 6% 12/1/04

B3

$ 6,785

$ 5,869

INFORMATION TECHNOLOGY - 0.6%

Communications Equipment - 0.0%

Natural MicroSystems Corp. 5% 10/15/05

CCC+

5,000

2,950

Electronic Equipment & Instruments - 0.4%

Aspect Telecommunications Corp. 0% 8/10/18

CCC+

80,940

24,379

Solectron Corp. liquid yield option note 0% 5/8/20

Ba1

40,650

22,914

Trans Lux Corp. 7.5% 12/1/06

-

500

415

47,708

Semiconductor Equipment & Products - 0.2%

Conexant Systems, Inc. 4% 2/1/07

B-

36,950

23,556

Integrated Process Equipment Corp. 6.25% 9/15/04

CCC+

1,840

1,086

24,642

TOTAL INFORMATION TECHNOLOGY

75,300

TOTAL CONVERTIBLE BONDS

(Cost $66,819)

81,169

Money Market Funds - 17.2%

Shares

Fidelity Cash Central Fund, 1.88% (b)

2,292,196,302

2,292,196

Fidelity Securities Lending Cash Central Fund, 1.84% (b)

34,453,000

34,453

TOTAL MONEY MARKET FUNDS

(Cost $2,326,649)

2,326,649

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $10,919,112)

13,551,681

NET OTHER ASSETS - (0.2)%

(23,246)

NET ASSETS - 100%

$ 13,528,435

Legend

(a) Non-income producing

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

(c) Affiliated company

(d) 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 $8,644,000 or 0.1% of net assets.

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

United States of America

87.4%

Canada

3.1

Bermuda

1.9

United Kingdom

1.1

Ireland

1.0

Others (individually less than 1%)

5.5

100.0%

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $3,295,686,000 and $1,435,957,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $350,000 for the period.

Income Tax Information

At January 31, 2002, the aggregate cost of investment securities for income tax purposes was $10,920,263,000. Net unrealized appreciation aggregated $2,631,418,000, of which $3,426,252,000 related to appreciated investment securities and $794,834,000 related to depreciated investment securities.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

January 31, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $32,866) (cost $10,919,112) -
See accompanying schedule

$ 13,551,681

Cash

351

Foreign currency held at value (cost $69)

69

Receivable for investments sold

21,202

Receivable for fund shares sold

81,229

Dividends receivable

3,626

Interest receivable

4,298

Redemption fees receivable

11

Other receivables

82

Total assets

13,662,549

Liabilities

Payable for investments purchased

$ 73,895

Payable for fund shares redeemed

10,335

Accrued management fee

7,973

Other payables and accrued expenses

7,458

Collateral on securities loaned, at value

34,453

Total liabilities

134,114

Net Assets

$ 13,528,435

Net Assets consist of:

Paid in capital

$ 10,686,698

Distributions in excess of net investment income

(3,731)

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

212,945

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

2,632,523

Net Assets, for 485,594 shares outstanding

$ 13,528,435

Net Asset Value and redemption price per share ($13,528,435 ÷ 485,594 shares)

$27.86

Maximum offering price per share
(100/97.00 of $27.86)

$28.72

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended January 31, 2002 (Unaudited)

Investment Income

Dividends (including $15,111 received from affiliated issuers)

$ 40,287

Interest

31,025

Security lending

668

Total income

71,980

Expenses

Management fee
Basic fee

$ 35,025

Performance adjustment

7,598

Transfer agent fees

12,193

Accounting and security lending fees

473

Non-interested trustees' compensation

19

Custodian fees and expenses

420

Registration fees

235

Audit

30

Legal

29

Miscellaneous

52

Total expenses before reductions

56,074

Expense reductions

(954)

55,120

Net investment income

16,860

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized gain (loss)
of $(2,853) on sales of investments in affiliated
issuers)

282,900

Foreign currency transactions

27

282,927

Change in net unrealized appreciation (depreciation) on:

Investment securities

762,879

Assets and liabilities in foreign currencies

(27)

762,852

Net gain (loss)

1,045,779

Net increase (decrease) in net assets resulting from operations

$ 1,062,639

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
January 31, 2002
(Unaudited)

Year ended
July 31,
2001

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 16,860

$ 69,614

Net realized gain (loss)

282,927

798,511

Change in net unrealized appreciation (depreciation)

762,852

1,221,586

Net increase (decrease) in net assets resulting from operations

1,062,639

2,089,711

Distributions to shareholders
From net investment income

(65,314)

(43,104)

From net realized gain

(618,512)

(891,304)

Total distributions

(683,826)

(934,408)

Share transactions
Net proceeds from sales of shares

3,443,854

3,475,681

Reinvestment of distributions

662,582

899,717

Cost of shares redeemed

(1,231,125)

(1,341,489)

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

2,875,311

3,033,909

Redemption fees

2,354

2,455

Total increase (decrease) in net assets

3,256,478

4,191,667

Net Assets

Beginning of period

10,271,957

6,080,290

End of period (including under (over) distribution of
net investment income of $(3,731) and $48,935, respectively)

$ 13,528,435

$ 10,271,957

Other Information

Shares

Sold

130,219

138,694

Issued in reinvestment of distributions

26,455

39,947

Redeemed

(48,507)

(55,334)

Net increase (decrease)

108,167

123,307

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

Semiannual Report

Financial Highlights

Six months ended January 31, 2002

Years ended July 31,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, begin-
ning of period

$ 27.22

$ 23.93

$ 24.27

$ 25.87

$ 25.20

$ 19.87

Income from Invest-
ment Operations

Net investment
income E

.04

.22

.13

.12

.29

.30

Net realized and
unrealized gain (loss)

2.29

6.65

.87

.42

2.24

6.93

Total from investment
operations

2.33

6.87

1.00

.54

2.53

7.23

Less Distributions

From net investment income

(.16)

(.16)

(.15)

(.20)

(.28)

(.24)

From net realized gain

(1.54)

(3.43)

(1.19)

(1.94)

(1.58)

(1.66)

Total distributions

(1.70)

(3.59)

(1.34)

(2.14)

(1.86)

(1.90)

Redemption fees added to paid in capital E

.01

.01

-

-

-

-

Net asset value, end of period

$ 27.86

$ 27.22

$ 23.93

$ 24.27

$ 25.87

$ 25.20

Total Return B, C, D

9.35%

32.36%

4.57%

3.72%

10.53%

39.45%

Ratios to Average Net Assets F

Expenses before
expense
reductions

1.01% A

1.02%

.81%

1.09%

.97%

1.02%

Expenses net of
voluntary waivers, if any

1.01% A

1.02%

.81%

1.09%

.97%

1.02%

Expenses net of all reductions

.99% A

1.00%

.80%

1.08%

.95%

1.01%

Net investment
income

.30% A

.92%

.58%

.52%

1.10%

1.36%

Supplemental Data

Net assets,
end of period
(in millions)

$ 13,528

$ 10,272

$ 6,080

$ 7,702

$ 10,515

$ 8,673

Portfolio turnover
rate

30% A

44%

15%

24%

47%

45%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2002 (Unaudited)

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 is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

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

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

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

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

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

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

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a short-term trading fee equal to 1.50% of the proceeds of the redeemed shares. The fee, which is retained by the fund, is accounted for as an addition to paid in capital.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

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

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

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

3. Purchases and Sales of Investments.

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

4. Fees and Other Transactions with Affiliates.

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

The management fee is the sum of an individual fund fee rate of .35% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward, or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .77% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Sales Load. For the period, Fidelity Distributors Corporation (FDC), an affiliate of FMR, received sales charges of $4,597,000 on sales of shares of the fund all of which was retained.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .22% of average net assets.

Accounting and Security Lending Fees. FSC maintains the fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $24,635,000 for the period.

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

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.475 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Security Lending - continued

The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $810,000 of the fund's expenses. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $10,000 and $134,000, respectively.

8. Transactions with Affiliated Companies.

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Transactions during the period with companies which are or were affiliates are as follows:

Summary of Transactions with Affiliated Companies

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Aaon, Inc.

$ 1,933

$ -

$ -

$ 10,785

Abbey PLC

3,211

-

187

10,740

ACE Cash Express, Inc.

2,758

-

-

8,406

Acuity Brands, Inc.

8,950

-

431

38,161

Adams Resources & Energy, Inc.

-

-

55

3,311

Advanced Marketing Services, Inc.

8,106

1,072

-

39,162

Allied Research Corp.

-

225

-

7,810

Alpharma, Inc. Class A

10,829

-

93

53,205

America West Holding Corp.
Class B

1,960

-

-

8,561

American Physicians Capital, Inc.

2,127

-

-

16,503

Ansys, Inc.

4,824

236

-

27,713

Applebee's International, Inc.

-

-

295

138,974

ARK Restaurants Corp.

51

-

-

1,514

ArvinMeritor, Inc.

17,675

-

450

110,029

Asahi Concrete Works Co. Ltd.

-

-

-

2,228

Astronics Corp.

-

-

-

6,880

Summary of Transactions with Affiliated Companies - continued

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Astronics Corp. Class B

$ -

$ -

$ -

$ 2,174

Atlantic Tele-Network, Inc.

-

-

199

6,776

Australian Oil & Gas Corp. Ltd.

590

-

57

2,733

Avant! Corp.

467

-

-

71,370

AZZ, Inc.

-

112

-

9,246

Bairnco Corp.

-

-

90

4,595

Bank of the Ozarks, Inc.

5

-

91

10,022

Benihana, Inc.

-

-

-

5,571

Benihana, Inc. Class A

266

-

-

4,745

Black Box Corp.

15,570

780

-

96,196

Blair Corp.

-

-

240

15,053

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

-

-

92

8,812

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

263

-

-

5,630

Brookstone Co., Inc.

-

-

-

9,495

Brooktrout, Inc.

882

-

-

7,058

BTU International, Inc.

-

-

-

4,309

Bush Industries, Inc. Class A

684

-

85

9,889

C&D Technologies, Inc.

-

-

72

54,639

Cagle's, Inc. Class A

8

-

-

3,394

California First National Bancorp

52

-

48

6,933

Canadian Crude Separators, Inc.

1,618

-

-

6,611

Canadian Western Bank

-

456

111

18,270

Carreker Corp.

5,990

-

-

11,489

Castle Energy Corp.

-

-

117

7,230

Cathay Bancorp, Inc.

3,972

-

268

34,539

Cato Corp. Class A

5,756

-

151

27,684

CD Bramall PLC

5,067

-

108

12,731

Chase Corp.

-

-

144

4,580

Chase Industries, Inc.

1,381

-

-

12,087

Cherokee, Inc.

3,592

-

-

10,762

Chromcraft Revington, Inc.

4,768

-

-

10,303

Cobra Electronics Corp.

-

-

-

4,335

Cold Metal Products, Inc.

-

1,016

-

-

Coldwater Creek, Inc.

2,988

1,266

-

13,518

Cole National Corp. Class A

-

833

-

16,389

Corvel Corp.

-

-

-

36,000

Cotelligent, Inc.

7

3,322

-

291

Cotton States Life Insurance Co.

-

255

49

6,125

CPAC, Inc.

-

-

81

3,752

Crossmann Communities, Inc.

-

-

115

50,517

Summary of Transactions with Affiliated Companies - continued

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

CTS Corp.

$ 20,294

$ -

$ -

$ 43,216

D.C. Cook Holdings PLC

-

84

-

-

D.R. Horton, Inc.

10,365

272

580

228,384

Danier Leather, Inc.

897

-

-

3,675

Dataram Corp.

1,951

-

-

6,574

DCC PLC

9,997

-

457

58,646

Decorator Industries, Inc.

-

-

17

1,287

Del Global Technologies Corp.

-

-

-

3,066

Delta Apparel, Inc.

1,444

-

-

3,900

Devcon International Corp.

-

-

-

2,329

Diodes, Inc.

1

-

-

6,013

Ditech Communications Corp.

7,381

-

-

16,935

Diversified Corporate
Resources, Inc.

-

-

-

236

Dominion Homes, Inc.

-

131

-

11,906

Doral Financial Corp.

20,846

4,628

277

103,315

Drew Industries, Inc.

546

-

-

12,469

DSET Corp.

-

-

-

266

DSG International Ltd.

-

-

-

1,748

DT Industries, Inc.

-

-

-

2,441

Ducommun, Inc.

-

-

-

13,162

Elscint Ltd.

424

-

-

7,981

Embrex, Inc.

-

-

-

14,463

Enex Resources Corp.

-

324

-

-

Engineered Support Systems, Inc.

2,670

881

-

20,946

Exactech, Inc.

-

-

-

8,555

Fansteel, Inc.

-

4,418

-

-

Federal Screw Works

-

-

122

4,831

Financial Industries Corp.

-

-

274

17,514

Finish Line, Inc. Class A

-

4,314

-

24,034

Finlay Enterprises, Inc.

-

-

-

10,427

First BanCorp Puerto Rico

-

-

617

76,473

First Mutual Bancshares, Inc.

7

-

-

3,190

Flanigan's Enterprises, Inc.

-

-

49

1,180

Footstar, Inc.

21,577

-

-

43,757

Foremost Industries Income
Fund (trust unit)

7

-

-

1,164

Fossil, Inc.

5,337

-

-

64,913

FPIC Insurance Group, Inc.

-

-

-

6,894

Fresh Brands, Inc.

-

65

71

7,180

Friedmans, Inc. Class A

-

-

47

13,034

FYI, Inc.

19,308

-

-

43,754

Gardner Denver, Inc.

-

907

-

32,252

Summary of Transactions with Affiliated Companies - continued

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Gehl Co.

$ -

$ -

$ -

$ 9,455

General Cable Corp.

2,520

-

-

24,782

General Semiconductor, Inc.

1,513

3,003

-

-

Genesee & Wyoming, Inc. Class A

-

-

-

9,498

Genlyte Group, Inc.

6,057

-

-

41,515

Giant Industries, Inc.

-

-

-

8,322

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

13,855

-

-

31,903

Goodfellow, Inc.

-

-

36

2,435

GTSI Corp.

-

-

-

6,528

Guitar Center, Inc.

413

-

-

17,947

Hamilton Bancorp, Inc.

363

8,001

-

-

Hampshire Group Ltd.

-

-

-

6,737

Hanmi Financial Corp.

92

-

-

19,805

Hawthorne Financial Corp.

96

-

-

11,269

Helen of Troy Corp.

597

1,251

-

41,838

Henry Boot PLC

355

-

73

6,154

Herbalife International, Inc.
Class A

-

-

156

15,822

Hibbett Sporting Goods, Inc.

5,569

73

-

19,942

Hirsch International Corp. Class A

-

-

-

358

Holly Corp.

-

354

307

31,110

Home Capital Group, Inc. Class B
(sub. vtg.)

1,404

-

25

8,634

Horizon Health Corp.

-

-

-

9,866

Howell Corp.

-

-

43

6,289

Hurco Companies, Inc.

-

-

-

969

ICU Medical, Inc.

177

-

-

37,231

IHOP Corp.

-

-

-

57,523

Independence Federal Savings
Bank

-

-

-

1,116

infoUSA, Inc.

-

681

-

-

Insight Enterprises, Inc.

19,169

-

-

90,260

Intest Corp.

-

-

-

3,646

Invacare Corp.

16,020

-

24

66,654

IPC Holdings Ltd.

19,760

98

400

93,692

Jean Coutu Group, Inc. Class A

-

942

133

-

JLM Couture, Inc.

-

-

-

453

Jo-Ann Stores, Inc. Class A

-

-

-

-

Jyske Bank AS (Reg.)

2,155

-

-

41,931

KCS Energy, Inc.

5,293

-

-

6,976

Kenneth Cole Productions, Inc.
Class A

9,047

-

-

19,611

Summary of Transactions with Affiliated Companies - continued

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Kentucky Electric Steel, Inc.

$ -

$ -

$ -

$ 265

Lakes Gaming, Inc.

-

-

-

7,729

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

-

-

21

692

Lithia Motors, Inc. Class A

1,242

-

-

9,921

Lufkin Industries, Inc.

-

-

224

15,349

M/I Schottenstein Homes, Inc.

-

-

88

50,600

Marine Products Corp.

-

-

68

10,260

Markwest Hydrocarbon, Inc.

-

-

-

5,159

Marten Transport Ltd.

-

-

-

7,678

Maynard Oil Co.

-

-

-

9,468

MCSi, Inc.

121

526

-

-

Media Arts Group, Inc.

605

-

-

2,643

Medstone International, Inc.

-

-

-

2,497

Mercer International, Inc. (SBI)

476

292

-

10,555

Mesa Laboratories, Inc.

12

-

-

2,035

MetaSolv, Inc.

4,244

-

-

16,042

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

160

-

312

84,810

MFC Bancorp Ltd.

-

-

-

7,827

MIIX Group, Inc.

1,342

-

100

13,426

Monro Muffler Brake, Inc.

1,513

-

-

13,028

Morton's Restaurant Group, Inc.

-

-

-

3,222

Movado Group, Inc.

475

-

57

17,273

Murakami Corp.

-

-

23

2,909

Mutual Risk Management Ltd.

1,934

-

44

12,786

Nagawa Co. Ltd.

-

-

-

2,922

National Dentex Corp.

1,130

-

-

8,654

National Healthcare Corp.

-

91

-

15,439

National R.V. Holdings, Inc.

3,075

-

-

9,311

National Service Industries, Inc.

-

-

22

3,941

National Western Life
Insurance Co. Class A

-

-

-

22,008

Nationwide Accident Repair
Services PLC

-

-

31

2,437

Nature's Sunshine Products, Inc.

108

1,054

111

21,399

Nautica Enterprises, Inc.

-

-

-

50,400

NCI Building Systems, Inc.

1,813

-

-

31,081

New Horizons Worldwide, Inc.

46

-

-

12,269

Nordlandsbanken AS

-

-

-

10,506

North Central Bancshares, Inc.

1,643

264

45

3,681

Novel Denim Holdings Ltd.

-

-

-

9,532

Novus Petroleum Ltd.

174

362

-

14,359

NU Horizons Electronics Corp.

4,968

-

-

15,295

Oakwood Homes Corp.

1,992

-

-

5,957

Summary of Transactions with Affiliated Companies - continued

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Octel Corp.

$ -

$ 22

$ -

$ 23,904

Ocular Sciences, Inc.

2,834

-

-

60,632

Offshore Logistics, Inc.

35

-

-

18,315

Old Dominion Freight Lines, Inc.

-

-

-

11,372

One Price Clothing Stores, Inc.

-

110

-

691

Ontrack Data International, Inc.

875

-

-

11,235

Orbotech Ltd.

12,371

840

-

54,981

Orogen Minerals Ltd.

414

-

714

31,744

Orthofix International NV

-

-

-

33,438

Osteotech, Inc.

3,021

-

-

12,106

Outback Steakhouse, Inc.

27,006

18,284

-

178,080

P&F Industries, Inc. Class A

-

-

-

2,479

P.A.M. Transportation Services,
Inc.

83

-

-

15,771

Pacific Union Bank

426

-

-

5,517

PacifiCare Health Systems, Inc.

15,326

-

-

64,202

Papa John's International, Inc.

25,323

-

-

64,343

Parkvale Financial Corp.

143

-

-

6,454

Patrick Industries, Inc.

257

-

36

3,917

PAULA Financial

10

-

-

746

Pe Ben Oilfield Services Ltd.

-

-

-

730

Peak International Ltd.

-

-

-

11,006

Perry Ellis International, Inc.

-

-

-

5,043

Persona, Inc.

-

-

-

6,550

Pervasive Software, Inc.

2,182

-

-

6,899

Petroleum Development Corp.

1

-

-

9,909

Petroleum Helicopters, Inc.

-

-

-

4,582

Philadelphia Consolidated
Holding Corp.

4,504

-

-

54,163

Piolax, Inc.

-

-

58

4,192

Pomeroy Computer Resources,
Inc.

-

-

-

16,966

Powell Industries, Inc.

91

3,542

-

11,826

Prize Energy Corp.

3,308

-

-

17,587

Programming & Systems, Inc.

-

792

-

-

Pubco Corp.

-

-

-

3,179

PXRE Group Ltd.

81

-

142

20,213

Quaker Fabric Corp.

-

242

-

-

Quicks Group PLC

127

-

115

5,179

Quiksilver, Inc.

9,622

-

-

34,192

Quipp, Inc.

60

-

-

1,117

Quixote Corp.

-

1,623

115

11,467

RCM Technologies, Inc.

1,016

-

-

5,486

Summary of Transactions with Affiliated Companies - continued

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Refac

$ -

$ -

$ -

$ 1,006

RehabCare Group, Inc.

23,242

-

-

39,873

Reliability, Inc.

-

-

-

1,620

RemedyTemp, Inc. Class A

339

-

-

9,518

Renal Care Group, Inc.

2,276

-

-

78,429

Res-Care, Inc.

16

-

-

17,080

Rex Stores Corp.

-

171

-

28,786

Richmont Mines, Inc.

-

-

-

1,854

Right Management
Consultants, Inc.

1,679

2,318

-

25,617

Ringerikes Sparebank

-

-

-

485

Ringkjoebing Bank

-

-

-

3,030

Riviana Foods, Inc.

330

-

285

17,701

ROHN Industries, Inc.

3,625

-

-

7,386

RPC, Inc.

3

68

142

39,914

SBS Technologies, Inc.

2,552

-

-

21,781

ScanSource, Inc.

9,414

-

-

30,375

Scherer Healthcare, Inc.

-

-

-

1,341

SED International Holdings, Inc.

-

-

-

643

Send Group PLC

52

-

-

966

ShoLodge, Inc.

-

-

-

2,367

ShopKo Stores, Inc.

-

-

-

33,119

Sigmatron International, Inc.

262

-

-

810

Silent Witness Enterprises Ltd.

286

-

-

3,020

Silgan Holdings, Inc.

14,091

-

-

47,368

Siliconix, Inc.

4,980

-

-

46,697

Sino-Forest Corp.
Class A (sub. vtg.)

454

-

-

4,791

Software Spectrum, Inc.

1,966

-

-

5,216

Sonic Corp.

-

-

-

109,250

Source Information
Management Co.

1,009

-

-

6,683

Southern Energy Homes, Inc.

-

-

-

3,206

Sparebanken Rana

-

-

-

559

Spectrum Control, Inc.

3,539

-

-

6,906

Sportscene Restaurants, Inc.
Class A

-

-

-

462

SPSS, Inc.

-

-

-

-

Standard Commercial Corp.

2,339

2,230

117

23,437

Stanley Furniture Co., Inc.

-

-

-

17,888

Stantec, Inc.

-

-

-

16,013

Steiner Leisure Ltd.

134

-

-

20,170

Summary of Transactions with Affiliated Companies - continued

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Sterling Bancorp

$ 438

$ -

$ 312

$ 27,014

Stirling Cooke Brown
Holdings Ltd.

3

-

28

530

Stoneridge, Inc.

8,070

-

-

16,649

Strattec Security Corp.

-

-

-

19,546

Suprema Specialties, Inc.

3,284

185

-

6,978

Sylvan, Inc.

14

-

-

4,423

Taitron Components, Inc. Class A

49

-

-

799

Tandy Brands Accessories, Inc.

-

-

-

4,940

TB Wood's Corp.

59

-

74

3,529

TBC Corp.

1,386

324

-

24,678

The Mens Wearhouse, Inc.

16,579

-

-

68,610

The Oilgear Co.

-

-

-

1,471

The Stephan Co.

-

-

9

1,383

Theragenics Corp.

4,653

-

-

19,589

Thomas Group

211

-

-

804

Timberline Software Corp.

780

-

-

4,887

Toami Corp.

-

-

-

1,083

Tommy Hilfiger Corp.

2,489

-

-

61,703

Total Energy Services Ltd.

176

-

-

1,314

Trancom Co. Ltd.

-

-

-

2,181

Transpro, Inc.

-

-

-

2,247

Trenwick Group Ltd.

10,456

-

251

33,975

Triad Guaranty, Inc.

826

1,009

-

27,790

Trio-Tech International

466

-

-

898

Trover Solutions, Inc.

-

-

-

6,675

Twin Disc, Inc.

-

-

94

4,215

UICI

-

7,664

-

-

Unigraphics Solutions, Inc.
Class A

-

1,824

-

-

United Retail Group, Inc.

81

-

-

6,226

Up, Inc.

-

-

-

1,269

URS Corp.

2,799

-

2,208

53,983

USEC, Inc.

-

-

1,104

53,640

USFreightways Corp.

26,910

-

404

96,787

Utah Medical Products, Inc.

-

-

-

11,458

Volker Wessels Stevin NV
(Certificaten Van Aandelen)

5,512

-

-

43,477

Wao Corp.

-

-

16

1,085

William Lyon Homes, Inc.

-

-

-

22,356

Wireless Telecom Group, Inc.

668

-

53

5,644

World Fuel Services Corp.

-

-

187

22,686

Xanser Corp.

-

398

-

-

Summary of Transactions with Affiliated Companies - continued

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

XETA Technologies, Inc.

$ 494

$ -

$ -

$ 2,845

Yardville National Bancorp

-

-

164

9,442

Zapata Corp.

1,326

-

-

5,084

TOTALS

$ 640,363

$ 84,235

$ 15,111

$ 5,517,054

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

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

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Fidelity's Growth Funds

Aggressive Growth Fund

Blue Chip Growth Fund

Capital Appreciation Fund

Contrafund ®

Contrafund® II

Disciplined Equity Fund

Dividend Growth Fund

Export and Multinational Fund

Fidelity Fifty ®

Focused Stock Fund

Growth Company Fund

Independence Fund

Large Cap Stock Fund

Leveraged Company Stock Fund

Low-Priced Stock Fund

Magellan® Fund

Mid-Cap Stock Fund

New Millennium Fund®

OTC Portfolio

Small Cap Independence Fund

Small Cap Stock Fund

Stock Selector

Structured Large Cap Growth Fund

Structured Large Cap Value Fund

Structured Mid Cap Growth Fund

Structured Mid Cap Value Fund

Tax Managed Stock Fund

Trend Fund

Value Fund

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

LPS-SANN-0302 155258
1.700505.104

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

Fidelity®

Puritan®

Fund

Semiannual Report

January 31, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Accountants

<Click Here>

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

After three consecutive months of steady buying, equity investors took a breather in the first month of the New Year to assess the degree of any real economic turnaround. As a result, most major stock market benchmarks declined - albeit slightly - for the first time since September 2001. Investor uncertainty gave a boost to the fixed-income markets in January, as nearly all categories of investment-grade bonds rebounded from their fourth-quarter lull.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended January 31, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity® Puritan®

-2.22%

-2.54%

50.61%

208.23%

Fidelity Balanced Composite

-1.14%

-0.15%

55.94%

198.34%

LB Aggregate Bond

3.20%

7.56%

43.80%

105.45%

S&P 500 ®

-6.01%

-16.15%

54.18%

238.99%

Balanced Funds Average

-2.77%

-7.33%

39.86%

147.87%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Fidelity Balanced Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Russell 3000® Value Index, and the Lehman Brothers® Aggregate Bond Index. To measure how the fund's performance stacked up against its peers, you can compare it to the balanced funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 498 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges.

Average Annual Total Returns

Periods ended January 31, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity Puritan

-2.54%

8.53%

11.91%

Fidelity Balanced Composite

-0.15%

9.29%

11.55%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

Semiannual Report

Performance - continued

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity ® Puritan® Fund on January 31, 1992. As the chart shows, by January 31, 2002, the value of the investment would have grown to $30,823 - a 208.23% increase on the initial investment. For comparison, look at how the Standard & Poor's 500SM Index (S&P 500 ®), a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the S&P 500 would have grown to $33,899 - a 238.99% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $20,545 - a 105.45% increase. You can also look at how the Fidelity Balanced Composite Index did over the same period. The composite index combines the total returns of the Russell 3000 Value Index and the Lehman Brothers Aggregate Bond Index, and assumes monthly rebalancing of the mix. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $29,834 - a 198.34% increase.

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

Understanding
Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

Years from now, few equity investors are likely to recall the six-month period that ended on January 31, 2002, with adoration. For most, it was a time of disappointment. The slumping U.S. economy pulled down corporate profits in many industries. The low point came in the third quarter of 2001, as quarterly gross domestic product growth slowed into negative territory for the first time since 1993, and year-over-year corporate profits fell to new lows. Elsewhere, the terrorist attacks on September 11 sent stocks downward, but fortunately, by the end of 2001, most indexes had recovered to levels seen just prior to those attacks. Still, the returns of major equity indexes reflected the poor market environment. The blue chips' Dow Jones Industrial AverageSM declined 4.84%, while the large-cap Standard & Poor's 500SM Index and the tech-heavy NASDAQ Composite® Index fell 6.01% and 4.44%, respectively. One of the equity markets' few bright spots was the small-cap value category, which returned 4.85% as measured by the Russell 2000® Value Index. Meanwhile, bonds continued their dominance over stocks, as a protracted downturn in the economy further exacerbated a flight to safety in high-quality fixed-income securities by risk-averse investors. The Lehman Brothers® Aggregate Bond Index - a proxy for taxable-bond performance - returned 3.20% during the past six months.

(Portfolio Manager photograph)
An interview with Steve Petersen, Portfolio Manager of Fidelity Puritan Fund

Q. How did the fund perform, Steve?

A. For the six-month period that ended January 31, 2002, the fund fell 2.22%. In comparison, the Standard & Poor's 500 Index dropped 6.01%. The fund also beat the 2.77% decline of the balanced funds average as tracked by Lipper Inc. Given the fund's mix of stocks and bonds, we also compare its performance to the Fidelity Balanced Income Composite Index, a hypothetical combination of unmanaged indexes using the total returns of the Russell 3000 Value Index and the Lehman Brothers Aggregate Bond Index, with a weighting of 60% and 40%, respectively. This index fell 1.14% for the six-month period. For the 12-month period that ended January 31, 2002, the fund fell 2.54%, while the S&P 500 index dropped 16.15%, the Lipper average declined 7.33% and the Fidelity Composite index fell 0.15%.

Q. Why did the fund outperform the Lipper average but not the Composite index during the six-month period?

A. The fund's value orientation was the primary contributor to its good performance relative to its peer group. By contrast, most peer funds typically hold either growth or S&P 500 index-type stocks in their portfolios. Compared to the Fidelity Composite index - whose equity portion is composed primarily of strong performing small-cap stocks - the fund's large-cap orientation hurt its relative performance. In addition, the fund's fixed-income subportfolio contained a small number of high-yield corporate bonds, which underperformed during the period.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What stocks helped performance?

A. After experiencing difficulty in growing its earnings sufficiently to justify its high stock price, Gillette brought in new, skilled management that succeeded in stabilizing growth and providing strong leadership, and its stock held steady during the period. Guidant, a medical device manufacturer, previously had experienced problems with some of its devices, and its stock looked cheap, so I bought it. Since then, it resolved its problems, developed a promising new product, reported better-than expected earnings and its stock did well. I sold some shares to take profits. Praxair supplies industrial gases to hospitals and manufacturers. The company's stock performed well because its business had relatively little exposure to the economic slowdown, and investors were attracted to the company's promising new process for manufacturing steel.

Q. Which stocks disappointed?

A. Halliburton, an energy services company involved in exploration and drilling, was hurt by the lower worldwide demand for oil and by asbestos-related litigation against several of its subsidiaries. Top-five holding SBC Communications, a regional telephone company, was hurt by the slowing growth in business and consumer lines, as well as lower demand for second telephone lines as customers substituted wireless phones and other types of providers for Internet access. Along with their competitors, J.P. Morgan and Citigroup were hurt by the increase in loan losses in a deteriorating economy. Additionally, their stock performance was negatively affected by a marked slowdown in their capital markets business resulting from the economic downturn.

Q. How did the fund's fixed-income subportfolio fare?

A. Bonds outperformed stocks during the period. Their strong relative performance reflected investors' preference for higher-quality investments in an environment of weaker economic growth and corporate profits. As the Federal Reserve Board continued to reduce interest rates, investors gravitated to U.S. Treasury issues, corporate bonds, mortgages and agency securities. High-quality corporate bonds offered attractive yields and were among the top performers during the period. The fund's focus on higher-quality fixed-income securities helped its performance, particularly its overweighting in corporate bonds relative to the Lehman Brothers benchmark. However, we also held a small number of BBB-rated corporate bonds, which underperformed higher-quality corporate issues.

Q. What's your outlook, Steve?

A. With the government and Fed active in adding liquidity and stimulating the economy, and interest rates and inflation remaining low, we could be positioned for better corporate earnings and a more positive market environment. On the other hand, we've had a significant rally already and stocks are not cheap, indicating that much of the anticipated improvement already is reflected in their prices. However, I think it's becoming increasingly apparent that underlying business conditions are, if not actually improving, at least holding steady. Hopefully, the economy will show more positive signs in 2002, with perhaps the first indicator being positive first-quarter GDP growth.

Semiannual Report

Fund Talk: The Manager's Overview - continued

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

Fund Facts

Goal: income and capital growth consistent with reasonable risk

Fund number: 004

Trading symbol: FPURX

Start date: April 16, 1947

Size: as of January 31, 2002, more than $20.1 billion

Manager: Steve Petersen, since 2000; manager, Fidelity Equity-Income Fund, since 1993; Fidelity Balanced Fund, 1996-1997; joined Fidelity in 1980

3

Steve Petersen on fundamental changes in the stock market:

"I believe that the economic and market issues we're confronted with now - the war against terrorism, the issue of overvalued stock prices, an economy trying to emerge from recession - have brought with them a change in the fundamental character of the stock market, bringing new challenges as well. The late 1990s were characterized by momentum investing. Investors found success simply by buying into a trend, following the momentum of an industry, sector or style, and staying with it until it stopped working. By contrast, in the current environment the emphasis is on individual stock performance, which will probably remain a much more important factor in performance than overall trends in the marketplace, because those trends tend to change rather abruptly. The market's trend-driven character is a relatively recent phenomenon; it pops up from time to time - market dynamics change and investors need to adjust. For me, the greatest challenge in managing the fund will be to maintain a long-term perspective while being more reactive to individual company situations, perhaps trading a bit more as issues evolve. In this environment, research will be more important than ever, and that's where Fidelity's strengths lie."

Semiannual Report

Investment Changes

Top Five Stocks as of January 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

3.4

3.5

Freddie Mac

2.7

2.6

Fannie Mae

2.2

2.6

Citigroup, Inc.

2.2

2.3

SBC Communications, Inc.

1.3

1.5

11.8

Top Five Bond Issuers as of January 31, 2002

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Fannie Mae

10.2

11.9

U.S. Treasury Obligations

4.0

4.1

Government National Mortgage Association

3.5

2.4

Freddie Mac

0.7

0.8

Ford Motor Credit Co.

0.3

0.2

18.7

Top Five Market Sectors as of January 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.0

23.4

Consumer Discretionary

10.7

10.4

Industrials

9.5

10.8

Energy

8.8

9.4

Telecommunication Services

5.9

6.1

Asset Allocation (% of fund's net assets)

As of January 31, 2002*

As of July 31, 2001**

Stocks 61.0%

Stocks 63.1%

Bonds 35.1%

Bonds 36.0%

Convertible
Securities 2.1%

Convertible
Securities 1.5%

Other Investments 0.0%

Other Investments 0.1%

Short-Term
Investments and
Net Other Assets 1.8%

Short-Term
Investments and
Net Other Assets A (0.7)%

* Foreign investments

7.4%

** Foreign investments

7.2%



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

Semiannual Report

Investments January 31, 2002

Showing Percentage of Net Assets

Common Stocks - 60.5%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 7.0%

Auto Components - 0.3%

Exide Technologies warrants 3/18/06 (a)

6,652

$ 3

Johnson Controls, Inc.

407,900

34,288

TRW, Inc.

651,200

27,591

61,882

Automobiles - 0.3%

Ford Motor Co.

853,800

13,063

General Motors Corp.

1,025,300

52,434

65,497

Hotels, Restaurants & Leisure - 1.3%

Harrah's Entertainment, Inc. (a)

48,900

1,867

Mandalay Resort Group (a)

1,093,300

29,574

McDonald's Corp.

2,968,200

80,676

MGM Mirage, Inc. (a)

2,276,630

74,127

MOA Hospitality, Inc.

3,000

12

Park Place Entertainment Corp. (a)

2,008,100

19,579

Six Flags, Inc. (a)

1,678,001

25,237

Starwood Hotels & Resorts Worldwide, Inc. unit

900,000

30,825

261,897

Household Durables - 0.7%

Black & Decker Corp.

724,700

29,829

Maytag Corp.

1,364,060

43,486

Newell Rubbermaid, Inc.

394,000

10,878

Snap-On, Inc.

1,100,000

35,849

Whirlpool Corp.

338,500

24,609

144,651

Media - 2.2%

Clear Channel Communications, Inc. (a)

1,235,200

56,869

Dow Jones & Co., Inc.

468,000

24,219

Fox Entertainment Group, Inc. Class A (a)

1,544,100

32,503

Gannett Co., Inc.

602,900

40,666

Liberty Media Corp. Class A (a)

1,766,000

22,958

News Corp. Ltd.:

ADR

368,235

10,311

sponsored ADR

417,817

9,831

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

400,000

8,560

Tribune Co.

1,223,600

45,481

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Media - continued

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

4,048,817

$ 161,912

Walt Disney Co.

1,660,290

34,966

448,276

Multiline Retail - 1.0%

Big Lots, Inc.

1,063,800

11,404

Dillard's, Inc. Class A

811,386

11,668

Federated Department Stores, Inc. (a)

1,175,000

48,904

JCPenney Co., Inc.

202,200

5,029

Sears, Roebuck & Co.

411,200

21,728

Target Corp.

1,423,900

63,235

Wal-Mart Stores, Inc.

649,600

38,963

200,931

Specialty Retail - 1.1%

Gap, Inc.

1,996,600

28,751

Office Depot, Inc. (a)

1,139,400

18,743

RadioShack Corp.

783,700

24,702

Staples, Inc. (a)

4,377,200

79,753

The Limited, Inc.

3,331,900

61,807

213,756

Textiles & Apparel - 0.1%

Kellwood Co.

782,660

18,862

TOTAL CONSUMER DISCRETIONARY

1,415,752

CONSUMER STAPLES - 3.9%

Beverages - 0.2%

The Coca-Cola Co.

956,500

41,847

Food & Drug Retailing - 0.4%

Albertson's, Inc.

1,606,300

46,181

CVS Corp.

1,336,300

36,347

82,528

Food Products - 0.4%

ConAgra Foods, Inc.

112,200

2,783

H.J. Heinz Co.

547,000

22,646

Kellogg Co.

847,900

26,166

Kraft Foods, Inc. Class A

763,300

28,288

79,883

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Household Products - 0.7%

Kimberly-Clark Corp.

1,502,700

$ 90,613

Procter & Gamble Co.

754,960

61,665

152,278

Personal Products - 1.3%

Avon Products, Inc.

1,688,900

83,094

Estee Lauder Companies, Inc. Class A

462,200

14,929

Gillette Co.

4,790,800

159,534

257,557

Tobacco - 0.9%

Loews Corp. - Carolina Group

91,900

2,573

Philip Morris Companies, Inc.

3,459,440

173,353

175,926

TOTAL CONSUMER STAPLES

790,019

ENERGY - 8.5%

Energy Equipment & Services - 1.0%

Baker Hughes, Inc.

2,027,500

71,368

Halliburton Co.

372,500

5,122

Schlumberger Ltd. (NY Shares)

2,254,400

127,126

Tokheim Corp. (a)

60,360

127

203,743

Oil & Gas - 7.5%

Anadarko Petroleum Corp.

226,400

11,123

BP PLC sponsored ADR

4,055,726

189,484

Burlington Resources, Inc.

625,600

21,421

ChevronTexaco Corp.

750,000

62,850

Conoco, Inc.

4,078,823

114,860

Exxon Mobil Corp.

17,412,524

679,959

Marathon Oil Corp.

1,407,700

39,486

Royal Dutch Petroleum Co. (NY Shares)

2,383,200

119,089

TotalFinaElf SA:

Series B

655,800

92,284

sponsored ADR

2,512,600

176,787

1,507,343

TOTAL ENERGY

1,711,086

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - 16.9%

Banks - 4.0%

Bank of America Corp.

1,150,000

$ 72,485

Bank of New York Co., Inc.

1,213,700

49,737

Bank One Corp.

2,990,790

112,155

Comerica, Inc.

1,125,000

63,326

FleetBoston Financial Corp.

2,364,600

79,498

Huntington Bancshares, Inc.

395,500

6,925

Mellon Financial Corp.

2,731,200

104,878

PNC Financial Services Group, Inc.

869,600

50,219

U.S. Bancorp, Delaware

4,972,450

103,526

Wachovia Corp.

2,624,118

87,252

Wells Fargo & Co.

1,675,000

77,703

807,704

Diversified Financials - 10.7%

American Express Co.

4,024,601

144,282

Charles Schwab Corp.

2,520,700

36,222

Citigroup, Inc.

9,241,092

438,028

ECM Corp. LP (g)

6,318

543

Fannie Mae

5,533,650

447,949

Freddie Mac

8,095,100

543,343

Household International, Inc.

1,750,000

89,670

J.P. Morgan Chase & Co.

6,085,050

207,196

Kinder Morgan Management LLC

120,656

4,241

Merrill Lynch & Co., Inc.

1,506,600

76,806

Morgan Stanley Dean Witter & Co.

2,277,840

125,281

Nomura Holdings, Inc.

1,991,000

21,678

Washington Mutual Capital Trust unit (g)

422,400

21,305

2,156,544

Insurance - 2.0%

ACE Ltd.

1,040,100

40,408

AFLAC, Inc.

313,500

8,189

Allstate Corp.

1,831,900

59,097

American International Group, Inc.

1,618,237

119,992

Hartford Financial Services Group, Inc.

1,927,100

127,555

Marsh & McLennan Companies, Inc.

362,100

36,880

The Chubb Corp.

202,500

13,537

UnumProvident Corp.

51,400

1,455

407,113

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Real Estate - 0.2%

Equity Residential Properties Trust (SBI)

1,614,400

$ 43,234

TOTAL FINANCIALS

3,414,595

HEALTH CARE - 3.0%

Health Care Equipment & Supplies - 0.1%

Guidant Corp. (a)

203,700

9,788

Health Care Providers & Services - 0.1%

McKesson Corp.

645,000

24,833

Pharmaceuticals - 2.8%

American Home Products Corp.

1,308,000

84,575

Bristol-Myers Squibb Co.

3,985,700

180,831

Eli Lilly & Co.

945,000

70,970

Merck & Co., Inc.

1,973,400

116,786

Pfizer, Inc.

886,400

36,936

Schering-Plough Corp.

2,513,700

81,394

571,492

TOTAL HEALTH CARE

606,113

INDUSTRIALS - 8.3%

Aerospace & Defense - 1.7%

Boeing Co.

629,700

25,786

General Dynamics Corp.

228,900

20,500

Honeywell International, Inc.

3,215,600

108,076

Lockheed Martin Corp.

950,700

50,359

Northrop Grumman Corp.

236,500

26,396

Raytheon Co.

315,100

12,059

Rockwell Collins, Inc.

226,800

5,069

United Technologies Corp.

1,343,520

92,340

340,585

Airlines - 0.1%

AMR Corp. (a)

565,000

14,091

Building Products - 0.3%

Masco Corp.

2,279,700

61,005

Commercial Services & Supplies - 1.0%

Avery Dennison Corp.

868,200

51,658

Ceridian Corp. (a)

555,500

9,982

IMS Health, Inc.

1,808,100

36,072

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

New England Business Service, Inc.

292,800

$ 6,002

Pitney Bowes, Inc.

1,306,580

54,641

Republic Services, Inc. (a)

1,468,170

25,546

Viad Corp.

500,300

12,327

196,228

Electrical Equipment - 0.2%

Rockwell International Corp.

2,294,000

44,160

Industrial Conglomerates - 2.2%

General Electric Co.

4,995,700

185,590

Minnesota Mining & Manufacturing Co.

451,300

50,004

Textron, Inc.

1,137,000

52,109

Tyco International Ltd.

4,258,924

149,701

437,404

Machinery - 1.8%

Caterpillar, Inc.

1,391,100

69,945

Deere & Co.

1,209,800

53,195

Eaton Corp.

500,000

36,790

Illinois Tool Works, Inc.

659,300

47,061

Ingersoll-Rand Co. Ltd. Class A

1,674,200

74,050

Kennametal, Inc.

307,181

11,682

Milacron, Inc.

224,070

3,260

Parker Hannifin Corp.

1,376,500

67,504

Pentair, Inc.

365,600

12,906

376,393

Road & Rail - 1.0%

Burlington Northern Santa Fe Corp.

3,502,500

98,911

CSX Corp.

805,900

32,236

Union Pacific Corp.

1,238,500

76,849

207,996

TOTAL INDUSTRIALS

1,677,862

INFORMATION TECHNOLOGY - 4.0%

Communications Equipment - 0.2%

Lucent Technologies, Inc.

1,269,600

8,303

Motorola, Inc.

3,144,700

41,856

50,159

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 1.4%

Compaq Computer Corp.

2,051,700

$ 25,338

Dell Computer Corp. (a)

2,270,100

62,405

Hewlett-Packard Co.

3,297,400

72,906

International Business Machines Corp.

908,400

98,007

NCR Corp. (a)

154,900

6,589

Sun Microsystems, Inc. (a)

978,100

10,524

275,769

Electronic Equipment & Instruments - 0.6%

Arrow Electronics, Inc. (a)

743,100

22,858

Avnet, Inc.

1,048,570

27,944

Insilco Corp. warrants 8/15/07 (a)

5,660

0

Tektronix, Inc. (a)

748,300

18,318

Thermo Electron Corp.

1,911,400

41,974

111,094

IT Consulting & Services - 0.2%

Computer Sciences Corp. (a)

440,900

19,620

Unisys Corp. (a)

1,684,200

21,053

40,673

Semiconductor Equipment & Products - 1.0%

Intel Corp.

2,835,100

99,342

Micron Technology, Inc. (a)

1,073,900

36,244

National Semiconductor Corp. (a)

546,800

15,425

Texas Instruments, Inc.

1,614,800

50,398

201,409

Software - 0.6%

Computer Associates International, Inc.

734,200

25,301

Compuware Corp. (a)

1,042,888

14,183

Microsoft Corp. (a)

1,184,800

75,484

114,968

TOTAL INFORMATION TECHNOLOGY

794,072

MATERIALS - 3.9%

Chemicals - 1.9%

Arch Chemicals, Inc.

431,300

9,661

Crompton Corp.

467,800

4,234

Dow Chemical Co.

1,374,700

40,609

E.I. du Pont de Nemours & Co.

1,261,100

55,703

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - continued

Chemicals - continued

Great Lakes Chemical Corp.

420,100

$ 9,688

Lyondell Chemical Co.

1,012,000

13,632

Millennium Chemicals, Inc.

1,047,150

12,765

PolyOne Corp.

1,255,900

12,622

Praxair, Inc.

3,505,100

203,471

Solutia, Inc.

2,901,301

25,793

388,178

Containers & Packaging - 0.1%

Owens-Illinois, Inc. (a)

395,500

5,078

Smurfit-Stone Container Corp. (a)

1,538,800

24,328

29,406

Metals & Mining - 1.3%

Alcan, Inc.

1,183,700

46,109

Alcoa, Inc.

2,330,100

83,534

Allegheny Technologies, Inc.

783,300

12,642

Dofasco, Inc.

1,153,700

20,381

Newmont Mining Corp.

556,300

12,150

Nucor Corp.

400,000

23,920

Pechiney SA Series A

513,753

27,253

Phelps Dodge Corp.

1,003,100

34,978

260,967

Paper & Forest Products - 0.6%

Georgia-Pacific Group

2,055,800

51,395

International Paper Co.

592,500

24,755

Weyerhaeuser Co.

594,500

34,671

110,821

TOTAL MATERIALS

789,372

TELECOMMUNICATION SERVICES - 4.0%

Diversified Telecommunication Services - 4.0%

AT&T Corp.

6,118,944

108,305

AXXENT, Inc. Class B (a)

298,881

8

BellSouth Corp.

6,547,970

261,919

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

41,555

15

warrants 1/15/07 (CV ratio .6) (a)

8,090

3

McCaw International Ltd. warrants 4/16/07 (a)(g)

40,960

0

Qwest Communications International, Inc.

1,462,084

15,352

Common Stocks - continued

Shares

Value (Note 1)
(000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

SBC Communications, Inc.

6,999,387

$ 262,127

Verizon Communications, Inc.

3,533,500

163,778

811,507

UTILITIES - 1.0%

Electric Utilities - 0.9%

Cinergy Corp.

300,000

9,690

DPL, Inc.

938,579

21,831

Entergy Corp.

2,333,200

96,081

FirstEnergy Corp.

112,200

4,174

Northeast Utilities

2,037,410

36,897

Southern Co.

232,270

5,725

174,398

Multi-Utilities - 0.1%

SCANA Corp.

973,200

26,237

TOTAL UTILITIES

200,635

TOTAL COMMON STOCKS

(Cost $10,037,251)

12,211,013

Preferred Stocks - 1.3%

Convertible Preferred Stocks - 0.8%

CONSUMER DISCRETIONARY - 0.1%

Hotels, Restaurants & Leisure - 0.1%

Six Flags, Inc. $1.8125 PIERS

485,200

11,342

Media - 0.0%

Cox Communications, Inc. $6.858 PRIZES

201,800

8,756

TOTAL CONSUMER DISCRETIONARY

20,098

FINANCIALS - 0.4%

Diversified Financials - 0.2%

Equity Securities Trust I (Cablevision Systems Corp. - NY Group Class A) $2.34

239,700

9,816

Ford Motor Co. Capital Trust II $3.25

561,900

30,164

Xerox Capital Trust II $3.75 (g)

92,000

6,855

46,835

Preferred Stocks - continued

Shares

Value (Note 1)
(000s)

Convertible Preferred Stocks - continued

FINANCIALS - continued

Insurance - 0.2%

ACE Ltd. $4.125 PRIDES

300,300

$ 23,958

Prudential Financial, Inc. $3.375

81,500

4,492

28,450

TOTAL FINANCIALS

75,285

INDUSTRIALS - 0.0%

Aerospace & Defense - 0.0%

Raytheon Co. $4.13

224,100

14,482

INFORMATION TECHNOLOGY - 0.2%

Communications Equipment - 0.1%

Lucent Technologies, Inc. $80.00 (g)

6,980

8,024

Motorola, Inc. $3.50

336,400

14,496

22,520

IT Consulting & Services - 0.1%

Electronic Data Systems Corp. $3.81

278,600

14,543

TOTAL INFORMATION TECHNOLOGY

37,063

UTILITIES - 0.1%

Electric Utilities - 0.1%

Cinergy Corp. $4.75 PRIDES

198,000

10,692

TXU Corp. $4.375

278,900

14,614

25,306

TOTAL CONVERTIBLE PREFERRED STOCKS

172,234

Nonconvertible Preferred Stocks - 0.5%

CONSUMER DISCRETIONARY - 0.2%

Media - 0.2%

CSC Holdings, Inc.:

Series H, $11.75

147,859

15,895

Series M, $11.125

163,978

17,464

33,359

Preferred Stocks - continued

Shares

Value (Note 1)
(000s)

Nonconvertible Preferred Stocks - continued

FINANCIALS - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

6,030

$ 5,759

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Fresenius Medical Care Capital Trust II $78.75

9,690

9,675

INFORMATION TECHNOLOGY - 0.0%

Computers & Peripherals - 0.0%

Ampex Corp. 8% non-cumulative

563

878

TELECOMMUNICATION SERVICES - 0.2%

Diversified Telecommunication Services - 0.0%

Broadwing Communications, Inc. Series B, $125.00 pay-in-kind

19,880

11,928

Wireless Telecommunication Services - 0.2%

Nextel Communications, Inc.:

Series D, $130.00 pay-in-kind

36,397

18,562

Series E, $111.25 pay-in-kind

35,578

14,587

33,149

TOTAL TELECOMMUNICATION SERVICES

45,077

UTILITIES - 0.0%

Electric Utilities - 0.0%

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

27,810

2,767

TOTAL NONCONVERTIBLE PREFERRED STOCKS

97,515

TOTAL PREFERRED STOCKS

(Cost $301,655)

269,749

Corporate Bonds - 16.1%

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Convertible Bonds - 1.3%

CONSUMER DISCRETIONARY - 0.5%

Hotels, Restaurants & Leisure - 0.0%

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

Ba2

$ 19,020

6,178

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Convertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - 0.5%

Adelphia Communications Corp. 6% 2/15/06

B3

$ 11,790

$ 10,095

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

Baa3

34,870

14,255

EchoStar Communications Corp.:

4.875% 1/1/07 (g)

Caa1

30,000

26,700

4.875% 1/1/07

Caa1

7,460

6,639

Liberty Media Corp.:

3.5% 1/15/31 (g)

Baa3

14,140

10,198

4% 11/15/29 (g)

Baa3

17,982

11,138

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

Baa3

28,330

13,411

92,436

Multiline Retail - 0.0%

JCPenney Co., Inc. 5% 10/15/08 (g)

Ba3

6,310

6,700

TOTAL CONSUMER DISCRETIONARY

105,314

FINANCIALS - 0.1%

Diversified Financials - 0.0%

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

-

4,840

4,585

Insurance - 0.1%

Loews Corp. 3.125% 9/15/07

A2

6,940

5,905

TOTAL FINANCIALS

10,490

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Renal Treatment Centers, Inc. 5.625% 7/15/06

B2

3,530

3,826

Tenet Healthcare Corp. (Ventas, Inc.) 6% 12/1/05

Ba1

5,460

5,296

Total Renal Care Holdings 7% 5/15/09

B2

15,420

15,536

24,658

INDUSTRIALS - 0.1%

Machinery - 0.1%

SPX Corp.:

liquid yield option note 0% 2/6/21 (g)

Ba3

24,240

16,372

0% 2/6/21

Ba3

5,800

3,917

20,289

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.1%

Corning, Inc. 3.5% 11/1/08

Baa1

$ 16,860

$ 17,828

Nortel Networks Corp. 4.25% 9/1/08 (g)

Baa2

9,362

9,099

26,927

Electronic Equipment & Instruments - 0.2%

Agilent Technologies, Inc. 3% 12/1/21 (g)

Baa2

8,250

9,572

Celestica, Inc. liquid yield option note 0% 8/1/20

Ba2

13,630

6,065

Sanmina-SCI Corp. 0% 9/12/20

Ba3

22,800

8,493

Solectron Corp.:

liquid yield option note 0% 5/8/20

Ba1

4,820

2,717

0% 11/20/20

Ba1

6,170

2,873

29,720

Semiconductor Equipment & Products - 0.0%

Teradyne, Inc. 3.75% 10/15/06 (g)

BB-

3,400

4,619

Transwitch Corp. 4.5% 9/12/05

B2

2,430

1,339

5,958

TOTAL INFORMATION TECHNOLOGY

62,605

MATERIALS - 0.1%

Metals & Mining - 0.1%

Freeport-McMoRan Copper & Gold, Inc. 8.25% 1/31/06 (g)

CCC

8,380

11,026

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc.:

5.25% 1/15/10 (g)

B1

11,110

6,319

5.25% 1/15/10

B1

8,730

4,966

5.25% 1/15/10

B1

13,376

7,608

6% 6/1/11 (g)

B1

4,587

3,010

6% 6/1/11

B1

3,665

2,405

24,308

TOTAL CONVERTIBLE BONDS

258,690

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - 14.8%

CONSUMER DISCRETIONARY - 2.9%

Auto Components - 0.0%

Arvin Industries, Inc. 6.75% 3/15/08

Baa3

$ 1,660

$ 1,560

Lear Corp.:

7.96% 5/15/05

Ba1

4,795

4,939

8.11% 5/15/09

Ba1

500

515

7,014

Hotels, Restaurants & Leisure - 0.6%

AFC Enterprises, Inc. 10.25% 5/15/07

B2

1,310

1,379

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B2

6,450

6,611

Domino's, Inc. 10.375% 1/15/09

B3

3,870

4,170

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

7,375

7,762

HMH Properties, Inc.:

7.875% 8/1/05

Ba3

2,930

2,857

7.875% 8/1/08

Ba3

1,850

1,795

Horseshoe Gaming LLC 8.625% 5/15/09

B2

16,100

16,664

International Game Technology 8.375% 5/15/09

Ba1

3,290

3,496

ITT Corp. 7.375% 11/15/15

Ba1

3,227

2,864

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

6,870

6,664

Mandalay Resort Group 9.5% 8/1/08

Ba2

4,460

4,772

MGM Mirage, Inc. 8.5% 9/15/10

Ba1

2,095

2,179

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

9,000

8,179

9.25% 4/1/06

B3

8,820

9,239

9.75% 6/15/07

B3

765

790

Six Flags, Inc.:

8.875% 2/1/10 (g)

B3

3,000

2,989

9.5% 2/1/09

B3

5,365

5,526

Station Casinos, Inc. 8.375% 2/15/08

Ba3

13,610

14,018

Sun International Hotels Ltd./Sun International North America, Inc.:

8.875% 8/15/11

Ba3

1,660

1,639

yankee:

8.625% 12/15/07

Ba3

4,100

4,028

9% 3/15/07

Ba3

1,850

1,859

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Tricon Global Restaurants, Inc. 8.875% 4/15/11

Ba1

$ 7,330

$ 7,806

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

B3

1,110

1,149

118,435

Household Durables - 0.1%

Beazer Homes USA, Inc.:

8.625% 5/15/11

Ba2

6,260

6,448

8.875% 4/1/08

Ba2

810

834

Pulte Homes, Inc. 7.875% 8/1/11 (g)

Baa3

5,200

5,213

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

Ba3

3,580

3,741

Sealy Mattress Co. 9.875% 12/15/07 (g)

B2

6,775

6,927

23,163

Media - 1.9%

Adelphia Communications Corp.:

10.25% 11/1/06

B2

370

382

10.25% 6/15/11

B2

16,315

16,886

10.875% 10/1/10

B2

8,475

9,026

AMC Entertainment, Inc.:

9.5% 2/1/11

Caa3

3,205

3,045

9.875% 2/1/12 (g)

Caa3

3,240

3,143

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

Ba1

21,300

21,791

CanWest Media, Inc. 10.625% 5/15/11

B2

3,750

4,031

Century Communications Corp. 0% 1/15/08

B2

415

220

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

0% 1/15/10 (e)

B2

7,090

5,140

0% 5/15/11 (e)

B2

7,500

4,688

8.625% 4/1/09

B2

8,230

7,860

10% 4/1/09

B2

5,070

5,146

10% 5/15/11

B2

1,050

1,050

10.25% 1/15/10

B2

5,915

6,033

Cinemark USA, Inc. 9.625% 8/1/08

Caa2

3,835

3,643

Clear Channel Communications, Inc. 6% 11/1/06

Baa3

25,300

25,076

Continental Cablevision, Inc. 8.3% 5/15/06

Baa2

8,530

9,226

CSC Holdings, Inc.:

7.625% 4/1/11

Ba1

10,440

10,257

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

CSC Holdings, Inc.: - continued

9.875% 2/15/13

Ba2

$ 1,045

$ 1,118

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

Caa3

7,735

2,475

11.75% 12/15/05

Caa3

2,300

736

EchoStar DBS Corp. 9.375% 2/1/09

B1

32,715

34,024

Fox Family Worldwide, Inc. 0% 11/1/07 (e)

Baa1

11,550

11,492

Fox/Liberty Networks LLC/FLN Finance, Inc. 0% 8/15/07 (e)

Ba1

905

907

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 11.875% 9/15/07

B2

1,760

1,888

FrontierVision Holdings LP/FrontierVision Holdings Capital II Corp. 11.875% 9/15/07

B2

4,505

4,832

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

7,510

6,599

International Cabletel, Inc. 11.5% 2/1/06

Caa2

13,490

4,856

Lamar Media Corp.:

8.625% 9/15/07

Ba3

240

253

9.25% 8/15/07

B1

815

852

9.625% 12/1/06

Ba3

5,625

5,892

News America Holdings, Inc. 7.375% 10/17/08

Baa3

9,525

9,907

News America, Inc. 7.28% 6/30/28

Baa3

14,000

13,150

Nextmedia Operating, Inc. 10.75% 7/1/11 (g)

B3

5,690

6,003

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B2

7,135

7,135

Pegasus Communications Corp.:

9.625% 10/15/05

B3

3,205

2,917

9.75% 12/1/06

B3

1,380

1,242

Quebecor Media, Inc. 11.125% 7/15/11

B2

55

59

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

B3

20,405

21,374

Regal Cinemas Corp. 9.375% 2/1/12 (g)

B3

1,780

1,798

Satelites Mexicanos SA de CV 6.94% 6/30/04 (g)(i)

B1

2,097

1,845

TCI Communications, Inc.:

8.75% 8/1/15

Baa2

17,745

20,291

9.8% 2/1/12

Baa2

20,180

24,061

Telemundo Holdings, Inc. 0% 8/15/08 (e)

B3

6,050

5,687

Time Warner Entertainment Co. LP 8.375% 7/15/33

Baa1

17,000

18,822

Time Warner, Inc. 8.18% 8/15/07

Baa1

5,425

6,007

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Yell Finance BV:

0% 8/1/11 (e)

B2

$ 17,520

$ 10,249

10.75% 8/1/11

B2

9,650

10,181

373,295

Multiline Retail - 0.3%

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

34,210

35,930

JCPenney Co., Inc.:

6% 5/1/06

Ba2

1,120

1,019

6.125% 11/15/03

Ba2

320

310

6.9% 8/15/26

Ba2

3,755

3,680

7.375% 6/15/04

Ba2

1,600

1,552

7.375% 8/15/08

Ba2

335

313

7.4% 4/1/37

Ba2

6,990

6,710

7.6% 4/1/07

Ba2

335

318

7.95% 4/1/17

Ba2

505

436

Target Corp. 5.4% 10/1/08

A2

12,925

12,810

63,078

Textiles & Apparel - 0.0%

The William Carter Co. 10.875% 8/15/11

B3

3,180

3,339

TOTAL CONSUMER DISCRETIONARY

588,324

CONSUMER STAPLES - 0.5%

Beverages - 0.0%

Constellation Brands, Inc. 8.125% 1/15/12

Ba3

990

1,009

Cott Beverages, Inc. 8% 12/15/11 (g)

B2

2,660

2,707

3,716

Food & Drug Retailing - 0.2%

Great Atlantic & Pacific Tea, Inc. 7.75% 4/15/07

B2

2,280

2,246

Kroger Co. 8.05% 2/1/10

Baa3

14,905

16,443

Pathmark Stores, Inc. 8.75% 2/1/12 (g)

B2

1,530

1,561

Rite Aid Corp.:

6% 10/1/03 (g)(i)

Caa2

840

792

6.125% 12/15/08 (g)

Caa2

3,605

1,947

6.875% 8/15/13

Caa2

2,285

1,143

7.125% 1/15/07

Caa2

1,700

952

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Food & Drug Retailing - continued

Rite Aid Corp.: - continued

7.625% 4/15/05

Caa2

$ 4,455

$ 2,450

11.25% 7/1/08

Caa2

6,510

3,841

31,375

Food Products - 0.0%

Dean Foods Co.:

6.625% 5/15/09

Baa2

460

421

8.15% 8/1/07

Baa2

1,140

1,140

Del Monte Corp. 9.25% 5/15/11

B3

4,250

4,473

Smithfield Foods, Inc. 8% 10/15/09

Ba2

1,070

1,110

7,144

Household Products - 0.0%

Fort James Corp. 6.875% 9/15/07

Baa3

730

650

Personal Products - 0.0%

Playtex Products, Inc. 9.375% 6/1/11

B2

2,795

2,963

Revlon Consumer Products Corp.:

8.125% 2/1/06

Caa3

3,060

2,035

9% 11/1/06

Caa3

3,490

2,338

12% 12/1/05 (g)

Caa1

2,380

2,303

9,639

Tobacco - 0.3%

Philip Morris Companies, Inc. 7% 7/15/05

A2

27,190

28,469

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

21,990

22,637

51,106

TOTAL CONSUMER STAPLES

103,630

ENERGY - 0.3%

Energy Equipment & Services - 0.0%

Grant Prideco, Inc. 9.625% 12/1/07

Ba3

2,440

2,385

Lone Star Technologies, Inc. 9% 6/1/11

B2

1,090

959

3,344

Oil & Gas - 0.3%

Chesapeake Energy Corp.:

7.875% 3/15/04

B1

4,340

4,318

8.125% 4/1/11

B1

13,665

13,084

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Chesapeake Energy Corp.: - continued

8.5% 3/15/12

B1

$ 4,610

$ 4,460

Cross Timbers Oil Co.:

8.75% 11/1/09

Ba3

3,155

3,289

9.25% 4/1/07

Ba3

930

972

Forest Oil Corp. 8% 12/15/11 (g)

Ba3

2,550

2,550

Pennzoil-Quaker State Co.:

6.75% 4/1/09

Ba2

800

754

10% 11/1/08 (g)

Ba3

3,030

3,227

Plains Resources, Inc.:

Series B, 10.25% 3/15/06

B2

5,110

5,161

Series D, 10.25% 3/15/06

B2

4,055

4,096

10.25% 3/15/06

B2

1,770

1,819

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

A2

12,250

12,961

Westport Resources Corp. 8.25% 11/1/11 (g)

Ba3

4,400

4,444

61,135

TOTAL ENERGY

64,479

FINANCIALS - 5.6%

Banks - 1.3%

Bank of America Corp. 7.8% 2/15/10

Aa3

22,300

24,425

Bank One Corp. 7.875% 8/1/10

A1

14,430

15,935

BankAmerica Corp. 5.875% 2/15/09

Aa2

7,500

7,442

BankBoston Corp. 6.625% 2/1/04

A2

9,640

10,083

Barclays Bank PLC yankee 8.55% 9/29/49 (f)(g)

Aa2

11,735

13,136

Capital One Bank 6.375% 2/15/03

Baa2

16,300

16,484

FleetBoston Financial Corp. 7.25% 9/15/05

A1

21,970

23,513

HSBC Finance Nederland BV 7.4% 4/15/03 (g)

A1

3,000

3,136

Kansallis-Osake-Pankki yankee 10% 5/1/02

A1

5,285

5,380

Korea Development Bank:

6.625% 11/21/03

Baa2

14,825

15,351

7.125% 4/22/04

Baa2

9,000

9,495

7.375% 9/17/04

Baa2

3,890

4,142

Long Island Savings Bank FSB 7% 6/13/02

Baa2

14,850

15,069

MBNA Corp.:

6.34% 6/2/03

Baa2

6,475

6,626

6.875% 11/15/02

Baa2

29,550

30,418

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Banks - continued

National Westminster Bank PLC yankee 7.375% 10/1/09

Aa2

$ 9,775

$ 10,570

PNC Funding Corp. 5.75% 8/1/06

A2

10,730

10,831

Royal Bank of Scotland Group PLC:

7.648% 12/31/49 (i)

Aa3

10,000

10,456

8.817% 3/31/49

A1

7,630

8,244

Washington Mutual Bank 6.875% 6/15/11

A3

8,300

8,556

Washington Mutual, Inc. 5.625% 1/15/07

A3

11,975

11,971

261,263

Diversified Financials - 3.6%

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

6,500

6,617

American Airlines pass thru trust 7.8% 4/1/08 (g)

A

4,640

4,594

American Gen. Finance Corp. 5.875% 7/14/06

A1

33,300

33,958

Amvescap PLC:

5.9% 1/15/07 (g)

A2

7,005

7,060

yankee:

6.375% 5/15/03

A2

13,050

13,484

6.6% 5/15/05

A2

6,750

6,955

Associates Corp. of North America 6% 7/15/05

Aa1

22,750

23,451

Athena Neurosciences Finance LLC 7.25% 2/21/08

Baa2

4,960

5,175

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp.:

8.875% 2/15/08

Ba3

3,590

3,626

8.875% 2/15/08 (g)

Ba3

3,630

3,666

Capital One Financial Corp. 7.125% 8/1/08

Baa3

20,300

18,436

CIT Group, Inc.:

5.5% 2/15/04

A2

4,850

4,882

7.125% 10/15/04

A2

4,650

4,814

Citigroup, Inc. 7.25% 10/1/10

Aa2

28,800

30,896

ComEd Financing II 8.5% 1/15/27

Baa3

7,280

7,096

Conoco Funding Co. 6.35% 10/15/11

Baa1

11,365

11,580

Countrywide Home Loans, Inc.:

5.25% 5/22/03

A3

15,020

15,342

5.25% 6/15/04

A3

6,125

6,223

5.5% 8/1/06

A3

11,830

11,814

Credit Suisse First Boston (USA), Inc. 5.875% 8/1/06

Aa3

11,730

12,043

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

Daimler-Chrysler NA Holding Corp. 6.59% 6/18/02

A3

$ 4,450

$ 4,491

Devon Financing Corp. ULC:

6.875% 9/30/11 (g)

Baa2

17,350

17,047

7.875% 9/30/31 (g)

Baa2

17,000

17,435

First Union Capital II 7.95% 11/15/29

A2

17,000

17,513

Ford Motor Credit Co.:

6.5% 1/25/07

A3

13,020

12,916

6.875% 2/1/06

A3

10,450

10,452

7.375% 10/28/09

A3

29,160

29,172

General Motors Acceptance Corp.:

6.38% 1/30/04

A2

16,080

16,495

6.75% 1/15/06

A2

5,720

5,821

6.875% 9/15/11

A2

8,890

8,733

7.5% 7/15/05

A2

10,500

11,055

7.75% 1/19/10

A2

13,400

14,041

Goldman Sachs Group, Inc. 6.6% 1/15/12

A1

11,850

11,920

Hollinger Participation Trust 12.125%
11/15/10 pay-in-kind (g)

B3

8,520

7,199

Household Finance Corp.:

6.5% 1/24/06

A2

5,420

5,549

8% 5/9/05

A2

5,330

5,694

HSBC Capital Funding LP 9.547% 12/31/49 (f)(g)

A1

15,300

17,802

ING Capital Funding Trust III 8.439% 12/31/10

Aa3

23,850

26,278

J.P. Morgan Chase & Co.:

5.625% 8/15/06

Aa3

15,140

15,387

6.75% 2/1/11

A1

20,420

20,790

MeriStar Hospitality Operating Partnership LP/MeriStar Hospitality Finance Corp. II:

9.125% 1/15/11 (g)

B1

2,430

2,384

10.5% 6/15/09 (g)

B1

2,640

2,746

Merrill Lynch & Co., Inc. 6.15% 1/26/06

Aa3

21,700

22,450

Newcourt Credit Group, Inc. yankee 6.875% 2/16/05

A2

9,280

9,613

NiSource Finance Corp.:

7.625% 11/15/05

Baa2

18,200

18,790

7.875% 11/15/10

Baa2

20,865

21,519

Popular North America, Inc. 6.125% 10/15/06

A3

14,505

14,409

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

PTC International Finance BV yankee 0% 7/1/07 (e)

B2

$ 2,550

$ 2,448

PTC International Finance II SA yankee 11.25% 12/1/09

B2

7,255

7,618

Qwest Capital Funding, Inc. 7.75% 8/15/06

Baa1

6,590

6,748

SESI LLC 8.875% 5/15/11

B1

290

273

Sprint Capital Corp. 6.875% 11/15/28

Baa1

25,175

22,741

TCI Communications Financing III 9.65% 3/31/27

A3

13,120

14,399

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

8,968

9,147

TXU Eastern Funding yankee:

6.45% 5/15/05

Baa1

11,950

12,162

6.75% 5/15/09

Baa1

15,640

15,391

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

15,800

17,583

Verizon Global Funding Corp. 6.75%
12/1/05

A1

10,000

10,569

Xl Capital Finance (Europe) PLC 6.5%
1/15/12

A1

3,080

3,088

721,580

Insurance - 0.1%

MetLife, Inc. 6.125% 12/1/11

A1

9,215

9,226

Real Estate - 0.6%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

895

921

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

8,720

8,845

Duke Realty LP 7.3% 6/30/03

Baa1

10,000

10,438

EOP Operating LP:

6.625% 2/15/05

Baa1

10,300

10,623

7.75% 11/15/07

Baa1

37,000

39,912

ERP Operating LP 7.1% 6/23/04

A3

10,300

10,815

LNR Property Corp. 9.375% 3/15/08

Ba3

12,705

12,769

Meditrust Corp. 7.82% 9/10/26

Ba3

5,725

5,725

ProLogis Trust:

6.7% 4/15/04

Baa1

3,970

4,093

7.05% 7/15/06

Baa1

10,000

10,330

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

Senior Housing Properties Trust 8.625% 1/15/12

Ba2

$ 5,910

$ 6,058

WCI Communities, Inc. 10.625% 2/15/11

B1

9,015

9,578

130,107

TOTAL FINANCIALS

1,122,176

HEALTH CARE - 0.2%

Health Care Equipment & Supplies - 0.0%

ALARIS Medical Systems, Inc. 9.75% 12/1/06

Caa1

3,890

3,734

ALARIS Medical, Inc. 0% 8/1/08 (e)

Caa2

2,680

1,796

Boston Scientific Corp. 6.625% 3/15/05

Baa2

1,630

1,654

7,184

Health Care Providers & Services - 0.2%

Alderwoods Group, Inc.:

11% 1/2/07

-

2,150

2,166

12.25% 1/2/09

-

540

581

AmerisourceBergen Corp. 8.125% 9/1/08

Ba3

1,110

1,154

Columbia/HCA Healthcare Corp. 7.15% 3/30/04

Ba1

1,980

2,039

Coventry Health Care, Inc. 8.125%
2/15/12 (g)

Ba3

2,840

2,890

DaVita, Inc. 9.25% 4/15/11

B2

3,540

3,770

HealthSouth Corp.:

8.375% 10/1/11

Ba1

4,090

4,213

8.5% 2/1/08

Ba1

1,590

1,614

10.75% 10/1/08

Ba2

1,860

2,018

Mariner Post-Acute Network, Inc. 9.5% 11/1/07 (d)

C

9,440

1

Medpartners, Inc. 7.375% 10/1/06

Ba3

2,655

2,662

Service Corp. International (SCI):

6.3% 3/15/03

B1

2,040

1,958

7.2% 6/1/06

B1

1,500

1,365

Stewart Enterprises, Inc. 10.75% 7/1/08

B2

3,430

3,739

Tenet Healthcare Corp. 8.125% 12/1/08

Ba1

2,840

3,053

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

Triad Hospitals Holdings, Inc. 11% 5/15/09

B2

$ 2,305

$ 2,570

Triad Hospitals, Inc. 8.75% 5/1/09

B1

5,725

6,069

41,862

TOTAL HEALTH CARE

49,046

INDUSTRIALS - 1.1%

Aerospace & Defense - 0.3%

Alliant Techsystems, Inc. 8.5% 5/15/11

B2

8,765

9,159

Newport News Shipbuilding, Inc. 9.25% 12/1/06

Ba3

3,680

3,901

Raytheon Co. 7.9% 3/1/03

Baa3

40,685

42,448

55,508

Airlines - 0.1%

Continental Airlines, Inc. pass thru trust certificates:

6.795% 8/2/18

Baa3

1,160

1,042

6.9% 1/2/18

Baa1

941

895

7.256% 9/15/21

Baa1

797

766

7.434% 3/15/06

Ba2

5,265

4,314

7.73% 9/15/12

Ba2

1,740

1,237

Delta Air Lines, Inc. pass thru trust certificate:

7.57% 11/18/10

A3

4,595

4,695

7.92% 5/18/12

Baa1

4,450

4,433

7.92% 5/18/12

A3

850

847

Northwest Airlines pass thru certificates:

7.575% 3/1/19

A3

918

895

7.691% 4/1/17

Baa2

170

153

19,277

Commercial Services & Supplies - 0.3%

Allied Waste North America, Inc.:

7.625% 1/1/06

Ba3

2,220

2,187

7.875% 1/1/09

Ba3

7,430

7,263

8.5% 12/1/08 (g)

Ba3

4,340

4,449

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

10,940

10,393

AP Holdings, Inc. 0% 3/15/08 (e)

C

1,380

97

Browning-Ferris Industries, Inc. 9.25% 5/1/21

Ba3

1,350

1,242

First Data Corp. 5.625% 11/1/11

A1

16,950

16,089

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Iron Mountain, Inc.:

8.25% 7/1/11

B2

$ 815

$ 841

8.625% 4/1/13

B2

6,140

6,447

Pierce Leahy Command Co. yankee 8.125% 5/15/08

B2

1,275

1,316

Pierce Leahy Corp. 9.125% 7/15/07

B2

1,670

1,758

WMX Technologies, Inc. 7.7% 10/1/02

Ba1

10,000

10,206

World Color Press, Inc.:

7.75% 2/15/09

Baa2

3,560

3,560

8.375% 11/15/08

Baa2

260

267

66,115

Construction & Engineering - 0.0%

SBA Communications Corp. 10.25% 2/1/09

B3

2,505

1,804

Machinery - 0.1%

Tyco International Group SA yankee:

6.75% 2/15/11

Baa1

12,345

11,760

6.875% 1/15/29

Baa1

6,000

5,204

16,964

Marine - 0.1%

Teekay Shipping Corp.:

8.875% 7/15/11 (g)

Ba2

1,130

1,170

8.875% 7/15/11

Ba2

8,900

9,212

Transport Maritima Mexicana SA de CV yankee:

9.5% 5/15/03

Ba3

1,780

1,504

10.25% 11/15/06

Ba3

3,750

2,869

14,755

Road & Rail - 0.2%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

20,000

20,644

CSX Corp. 6.25% 10/15/08

Baa2

20,500

20,626

Kansas City Southern Railway Co. 9.5% 10/1/08

Ba2

200

216

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Road & Rail - continued

TFM SA de CV yankee:

0% 6/15/09 (e)

B1

$ 3,400

$ 3,043

10.25% 6/15/07

B1

9,855

9,116

53,645

TOTAL INDUSTRIALS

228,068

INFORMATION TECHNOLOGY - 0.3%

Communications Equipment - 0.2%

Crown Castle International Corp.:

9.375% 8/1/11

B3

4,330

3,659

10.75% 8/1/11

B3

4,810

4,209

Motorola, Inc. 8% 11/1/11

A3

23,000

22,814

SpectraSite Holdings, Inc.:

0% 4/15/09 (e)

Caa3

4,540

1,249

0% 3/15/10 (e)

Caa3

7,305

1,826

10.75% 3/15/10

Caa3

3,455

1,555

12.5% 11/15/10

Caa3

2,220

1,088

36,400

Computers & Peripherals - 0.1%

Compaq Computer Corp. 7.45% 8/1/02

Baa2

13,825

14,113

Electronic Equipment & Instruments - 0.0%

Flextronics International Ltd. yankee 9.875% 7/1/10

Ba2

3,640

3,931

Semiconductor Equipment & Products - 0.0%

Fairchild Semiconductor Corp.:

10.375% 10/1/07

B2

1,340

1,407

10.5% 2/1/09

B2

850

910

Micron Technology, Inc. 6.5% 9/30/05 (k)

B3

9,000

8,280

10,597

TOTAL INFORMATION TECHNOLOGY

65,041

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - 0.4%

Chemicals - 0.0%

Compass Minerals Group, Inc. 10% 8/15/11 (g)

B3

$ 1,640

$ 1,722

OM Group, Inc. 9.25% 12/15/11 (g)

B3

3,250

3,348

5,070

Containers & Packaging - 0.2%

Applied Extrusion Technologies, Inc. 10.75% 7/1/11

B2

3,650

3,760

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

B2

5,450

5,450

Owens-Illinois, Inc.:

7.15% 5/15/05

B3

1,980

1,846

7.35% 5/15/08

B3

800

704

7.5% 5/15/10

B3

770

678

7.8% 5/15/18

B3

350

291

7.85% 5/15/04

B3

4,080

3,947

8.1% 5/15/07

B3

1,630

1,500

Packaging Corp. of America 9.625% 4/1/09

Ba2

11,315

12,390

Riverwood International Corp. 10.625%
8/1/07

B3

4,600

4,830

35,396

Metals & Mining - 0.1%

Century Aluminum Co. 11.75% 4/15/08

Ba3

420

437

Freeport-McMoRan Copper & Gold, Inc.:

7.2% 11/15/26

B3

7,140

6,480

7.5% 11/15/06

B3

1,240

905

Luscar Coal Ltd. 9.75% 10/15/11 (g)

Ba3

1,620

1,709

P&L Coal Holdings Corp. 9.625% 5/15/08

B1

5,304

5,662

Phelps Dodge Corp. 8.75% 6/1/11

Baa3

13,120

12,858

28,051

Paper & Forest Products - 0.1%

Domtar, Inc. yankee 7.875% 10/15/11

Baa3

7,670

8,090

Georgia-Pacific Group:

7.5% 5/15/06

Baa3

280

255

8.125% 5/15/11

Baa3

510

462

8.875% 5/15/31

Baa3

940

808

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Paper & Forest Products - continued

Norske Skog Canada Ltd. 8.625% 6/15/11 (g)

Ba2

$ 510

$ 530

Stone Container Corp. 9.75% 2/1/11

B2

2,320

2,494

12,639

TOTAL MATERIALS

81,156

TELECOMMUNICATION SERVICES - 1.6%

Diversified Telecommunication Services - 1.2%

AT&T Corp.:

6.5% 3/15/29

A3

13,460

11,818

8% 11/15/31 (g)

A3

6,905

7,134

AXXENT, Inc. 15% 12/30/04 (d)(k)

-

11,485

459

BellSouth Corp. 5% 10/15/06

Aa3

16,890

16,861

British Telecommunications PLC:

8.375% 12/15/10

Baa1

8,000

8,934

8.875% 12/15/30

Baa1

1,735

2,042

Cable & Wireless Optus Finance Property Ltd. 8% 6/22/10 (g)

A2

9,800

10,697

Citizens Communications Co. 8.5% 5/15/06

Baa2

11,725

12,533

Koninklijke KPN NV yankee 8% 10/1/10

Baa3

24,800

25,765

Rogers Cantel, Inc. yankee 9.375% 6/1/08

Baa3

1,410

1,424

SBC Communications, Inc. 5.75% 5/2/06

Aa3

37,175

38,127

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

16,450

16,619

Telefonos de Mexico SA de CV 8.25% 1/26/06

Baa1

28,050

29,593

Teleglobe Canada, Inc. yankee:

7.2% 7/20/09

Baa3

12,000

8,760

7.7% 7/20/29

Baa3

9,619

6,541

TELUS Corp. yankee 7.5% 6/1/07

Baa2

33,135

34,753

Tritel PCS, Inc.:

0% 5/15/09 (e)

B3

17,840

15,565

10.375% 1/15/11

B3

1,280

1,446

249,071

Wireless Telecommunication Services - 0.4%

Cingular Wireless LLC 5.625% 12/15/06 (g)

A3

5,000

5,013

Dobson Communications Corp. 10.875% 7/1/10

B3

6,405

6,405

Echostar Broadband Corp. 10.375% 10/1/07

B1

22,570

23,924

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Millicom International Cellular SA yankee 13.5% 6/1/06

Caa1

$ 9,545

$ 6,491

Nextel Communications, Inc. 12% 11/1/08

B1

1,450

1,218

Orange PLC yankee 9% 6/1/09

Baa1

9,075

9,257

PanAmSat Corp.:

6% 1/15/03

Ba2

420

414

6.125% 1/15/05

Ba2

1,780

1,736

6.375% 1/15/08

Ba2

2,720

2,421

Rogers Wireless, Inc. 9.625% 5/1/11

Baa3

1,250

1,300

TeleCorp PCS, Inc. 0% 4/15/09 (e)

B3

3,065

2,697

VoiceStream Wireless Corp. 10.375% 11/15/09

Baa1

12,573

14,522

75,398

TOTAL TELECOMMUNICATION SERVICES

324,469

UTILITIES - 1.9%

Electric Utilities - 1.3%

AES Corp.:

7.375% 6/15/03

Ba1

2,470

2,322

8.75% 6/15/08

Ba1

700

609

8.875% 2/15/11

Ba1

1,540

1,294

9.375% 9/15/10

Ba1

9,885

8,501

9.5% 6/1/09

Ba1

10,420

9,170

Avon Energy Partners Holdings:

6.46% 3/4/08 (g)

Baa2

25,500

24,200

6.73% 12/11/02 (g)

Baa2

17,000

17,173

7.05% 12/11/07 (g)

Baa2

18,000

17,794

CMS Energy Corp.:

7.5% 1/15/09

Ba3

2,430

2,406

9.875% 10/15/07

Ba3

9,145

9,831

DR Investments UK PLC yankee 7.1% 5/15/02 (g)

A3

32,000

32,338

Edison International 6.875% 9/15/04

Caa3

1,340

1,246

Edison Mission Energy:

9.875% 4/15/11

Baa3

4,750

4,821

10% 8/15/08

Baa3

3,510

3,563

FirstEnergy Corp.:

5.5% 11/15/06

Baa2

11,600

11,536

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utilities - continued

FirstEnergy Corp.: - continued

6.45% 11/15/11

Baa2

$ 9,920

$ 9,924

Hydro-Quebec 6.3% 5/11/11

A1

47,300

48,390

Illinois Power Co. 7.5% 6/15/09

Baa2

9,760

9,715

Israel Electric Corp. Ltd.:

7.75% 3/1/09 (g)

A3

3,500

3,622

7.75% 12/15/27 (g)

A3

33,425

30,435

Mission Energy Co. 8.125% 6/15/02 (g)

Baa3

6,430

6,366

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

Baa3

5,060

5,582

Pacific Gas & Electric Co.:

7.05% 3/1/24

B3

800

756

7.375% 11/1/05 (d)(g)

Caa2

2,240

2,453

7.875% 3/1/02

B3

1,865

1,828

Southern California Edison Co. 7.625% 1/15/10

Caa2

520

494

Texas Utilities Co. 6.375% 1/1/08

Baa3

3,970

3,941

270,310

Gas Utilities - 0.4%

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

A3

4,530

4,687

El Paso Energy Corp. 7.75% 1/15/32

Baa2

7,310

7,240

KeySpan Corp.:

7.25% 11/15/05

A3

12,120

12,889

7.625% 11/15/10

A3

8,945

9,733

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

12,500

13,116

Sempra Energy 7.95% 3/1/10

A2

6,240

6,472

Southwest Gas Corp. 9.75% 6/15/02

Baa2

20,650

21,110

75,247

Multi-Utilities - 0.2%

PG&E National Energy Group, Inc. 10.375% 5/16/11

Baa2

4,695

4,977

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Multi-Utilities - continued

Williams Companies, Inc.:

7.125% 9/1/11

Baa2

$ 22,390

$ 21,350

7.5% 1/15/31

Baa2

4,771

4,244

30,571

TOTAL UTILITIES

376,128

TOTAL NONCONVERTIBLE BONDS

3,002,517

TOTAL CORPORATE BONDS

(Cost $3,254,721)

3,261,207

U.S. Government and Government Agency Obligations - 6.5%

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

4% 11/17/06

Aaa

23,500

22,611

4.15% 7/23/04

Aaa

11,000

11,055

5.125% 2/13/04

Aaa

36,300

37,508

5.25% 6/15/06

Aaa

19,470

19,869

5.5% 5/2/06

Aa2

24,395

24,917

6% 1/18/12

Aaa

52,100

51,787

6.25% 2/1/11

Aa2

10,885

11,132

6.5% 8/15/04

Aaa

40,575

43,219

7% 7/15/05

Aaa

36,300

39,374

7.125% 6/15/10

Aaa

24,130

26,611

7.25% 1/15/10

Aaa

1,340

1,488

7.25% 5/15/30

Aaa

35,295

39,839

Federal Agricultural Mortgage Corp.:

7.01% 8/10/03

Aaa

1,040

1,097

7.01% 8/10/04

Aaa

1,340

1,441

7.04% 8/10/05

Aaa

5,100

5,533

Freddie Mac:

5.75% 1/15/12

Aaa

60,000

60,197

5.875% 3/21/11

Aa2

34,910

34,746

6.75% 3/15/31

Aaa

42,185

44,907

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

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

Aaa

$ 6,709

$ 7,335

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency):

Series 2-E, 9.4% 5/15/02

Aaa

341

347

Series T-3, 9.625% 5/15/02

Aaa

297

299

Israel Export Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank) Series 1994-1, 6.88% 1/26/03

Aaa

981

1,013

Overseas Private Investment Corp. U.S. Government guaranteed participation certificates Series 1996-A1, 6.726%
9/15/10

-

23,478

24,605

Private Export Funding Corp. secured 6.86% 4/30/04

Aaa

1,173

1,225

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

512,155

U.S. Treasury Obligations - 4.0%

U.S. Treasury Bonds:

5.375% 2/15/31

Aaa

40,340

39,993

6.125% 8/15/29

Aaa

74,060

79,209

6.625% 2/15/27

Aaa

28,000

31,482

8.875% 8/15/17

Aaa

53,265

71,200

9.875% 11/15/15

Aaa

2,360

3,354

11.25% 2/15/15

Aaa

85,490

131,668

U.S. Treasury Notes:

3.5% 11/15/06 (h)

Aaa

87,170

83,928

3.875% 6/30/03

Aaa

42,000

42,715

4.75% 11/15/08

Aaa

125,125

124,577

5% 8/15/11

Aaa

39,780

39,687

5.75% 11/15/05

Aaa

93,410

98,635

6.125% 8/15/07

Aaa

10,470

11,244

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

6.5% 2/15/10

Aaa

$ 3,000

$ 3,299

7% 7/15/06

Aaa

34,859

38,546

TOTAL U.S. TREASURY OBLIGATIONS

799,537

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,294,340)

1,311,692

U.S. Government Agency - Mortgage Securities - 12.0%

Fannie Mae - 8.5%

5.5% 10/1/08 to 12/1/16

Aaa

138,985

139,133

6% 10/1/08 to 1/1/29

Aaa

257,562

256,535

6% 1/1/31 (h)

Aaa

77,511

76,421

6% 2/1/32 (h)

Aaa

72,090

70,806

6.5% 1/1/24 to 11/1/31

Aaa

794,839

801,169

6.5% 2/1/32 (h)

Aaa

243,000

244,139

7% 5/1/23 to 9/1/31

Aaa

42,449

43,547

7.5% 8/1/07 to 11/1/31

Aaa

57,601

60,125

8% 8/1/26 to 8/1/28

Aaa

17,226

18,183

8.5% 1/1/09 to 6/1/21

Aaa

29

31

10% 8/1/17

Aaa

26

30

TOTAL FANNIE MAE

1,710,119

Freddie Mac - 0.0%

8% 10/1/16 to 4/1/20

Aaa

1,237

1,307

Government National Mortgage Association - 3.5%

6% 9/15/08 to 12/15/10

Aaa

12,432

12,635

6.5% 6/15/02 to 9/15/28

Aaa

93,779

95,064

7% 10/15/17 to 11/15/31

Aaa

152,508

156,852

7% 1/1/31 (h)

Aaa

11,375

11,713

7% 1/1/32 (h)

Aaa

246,370

253,684

7% 2/1/32 (h)

Aaa

40,525

41,614

7.5% 8/15/21 to 11/15/28

Aaa

90,318

95,009

8% 2/15/02 to 10/15/25

Aaa

28,767

30,597

8.5% 11/15/05 to 4/15/31

Aaa

4,960

5,319

9% 3/15/10 to 5/15/22

Aaa

482

525

U.S. Government Agency - Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Government National Mortgage Association - continued

9.5% 3/15/23

Aaa

$ 38

$ 42

11% 7/20/13 to 7/20/20

Aaa

754

866

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

703,920

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $2,364,182)

2,415,346

Asset-Backed Securities - 0.6%

Airplanes pass thru trust 10.875% 3/15/19

B2

301

39

American Express Credit Account Master Trust:

2.17% 12/15/08 (i)

A1

13,200

13,129

6.1% 12/15/06

A1

14,200

14,843

Chase Manhattan Auto Owner Trust 5.06% 2/15/08

A2

4,407

4,499

Discover Card Master Trust I 5.85% 11/16/04

A2

12,421

12,579

Ford Credit Auto Owner Trust:

5.54% 12/15/05

A1

9,800

10,062

5.71% 9/15/05

A1

5,895

6,083

7.03% 11/15/03

Aaa

4,374

4,420

Honda Auto Receivables Owner Trust 5.09% 10/18/06

Aaa

9,905

10,115

Sears Credit Account Master Trust II:

2.11% 6/16/08 (i)

A1

16,300

16,206

6.75% 9/16/09

Aaa

22,525

23,982

TOTAL ASSET-BACKED SECURITIES

(Cost $113,098)

115,957

Commercial Mortgage Securities - 0.8%

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 7.5003% 8/1/24 (g)(i)

-

6,080

4,131

CBM Funding Corp. sequential pay Series 1996-1 Class C, 7.86% 2/1/08

BBB

12,500

13,226

CS First Boston Mortgage Securities Corp.:

sequential pay:

Series 1995-WF1 Class A2, 6.648% 12/21/27

AAA

3,922

3,912

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

AAA

10,600

11,572

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

Baa2

16,060

16,197

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Equitable Life Assurance Society of the United States Series 174 Class C1, 7.52% 5/15/06 (g)

A2

$ 6,000

$ 6,328

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 8.1115% 4/29/39 (g)(i)

-

2,900

2,260

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc.:

sequential pay Series 2000-C3 Class A2, 6.957% 9/15/35

Aaa

22,870

24,128

Series 1996-C1 Class F, 7.86% 11/15/06 (g)

Ba1

3,500

3,386

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (i)

Baa3

20,000

18,881

LB Multi-family Mortgage Trust Series 1991-4 Class A1, 6.968% 4/25/21 (i)

Caa1

1,695

1,509

Nomura Depositor Trust:

floater Series 1998-ST1 Class B2, 6.32% 1/15/03 (g)(i)

-

1,050

1,014

Series 1998-ST1A Class B1A, 4.6456% 1/15/03 (g)(i)

-

3,800

3,730

Penn Mutual Life Insurance Co./Penn Insurance & Annuity Co. Series 1996-PML Class K, 7.9% 11/15/26 (g)

-

6,500

4,613

Structured Asset Securities Corp.:

Series 1992-M1 Class C, 7.05% 11/25/02

B2

2,200

2,215

Series 1995-C1 Class F, 7.375% 9/25/24 (g)

-

3,000

2,970

Series 1996-CFL Class E, 7.75% 2/25/28

AAA

11,188

11,475

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

32,000

32,885

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $159,668)

164,432

Foreign Government and Government Agency Obligations (j) - 0.4%

Chilean Republic 7.125% 1/11/12

Baa1

10,775

11,038

Ontario Province 6% 2/21/06

Aa3

15,600

16,297

Quebec Province:

yankee 7.125% 2/9/24

A1

2,560

2,753

7.5% 9/15/29

A1

15,060

17,020

United Mexican States:

7.5% 1/14/12

Baa3

8,100

7,979

Foreign Government and Government Agency Obligations (j) - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

United Mexican States: - continued

8.5% 2/1/06

Baa3

$ 13,075

$ 14,121

9.875% 2/1/10

Baa3

5,640

6,303

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $73,099)

75,511

Floating Rate Loans - 0.0%

INDUSTRIALS - 0.0%

Commercial Services & Supplies - 0.0%

Allied Waste North America, Inc.:

Tranche B term loan 4.6638% 7/21/06 (i)

Ba3

2,882

2,868

Tranche C term loan 4.9194% 7/21/07 (i)

Ba3

3,458

3,441

TOTAL FLOATING RATE LOANS

(Cost $6,125)

6,309

Money Market Funds - 5.3%

Shares

Fidelity Cash Central Fund, 1.88% (c)
(Cost $1,065,547)

1,065,547,275

1,065,547

TOTAL INVESTMENT PORTFOLIO - 103.5%

(Cost $18,669,686)

20,896,763

NET OTHER ASSETS - (3.5)%

(711,134)

NET ASSETS - 100%

$ 20,185,629

Security Type Abbreviations

PIERS

-

Preferred Income Equity Redeemable Securities

PRIDES

-

Preferred Redeemable Increased Dividend Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable Securities

Legend

(a) Non-income producing

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

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

(d) Non-income producing - issuer filed for bankruptcy or is in default of interest payments.

(e) 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.

(f) 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.

(g) 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 $560,706,000 or 2.8% of net assets.

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

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

(j) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

AXXENT, Inc. 15% 12/30/04

12/31/97 - 12/31/00

$ 10,978

Micron Technology, Inc. 6.5% 9/30/05

3/3/99

$ 6,965

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

23.7%

AAA, AA, A

21.1%

Baa

6.0%

BBB

6.6%

Ba

1.7%

BB

1.8%

B

2.7%

B

3.0%

Caa

0.5%

CCC

0.2%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.2%.

Purchases and sales of securities, other than short-term securities, aggregated $8,292,090,000 and $8,756,007,000, respectively, of which long-term U.S. government and government agency obligations aggregated $5,534,903,000 and $5,866,240,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $125,000 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,739,000 or 0.0% of net assets.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which the loan was outstanding amounted to $22,510,000. The weighted average interest rate was 1.82%. At period end there were no bank borrowings outstanding.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $6,309,000 or 0.0% of net assets.

Income Tax Information

At January 31, 2002, the aggregate cost of investment securities for income tax purposes was $18,676,821,000. Net unrealized appreciation aggregated $2,219,942,000, of which $3,103,032,000 related to appreciated investment securities and $883,090,000 related to depreciated investment securities.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

January 31, 2002

Assets

Investment in securities, at value (cost $18,669,686) - See accompanying schedule

$ 20,896,763

Cash

993

Receivable for investments sold

42,279

Receivable for fund shares sold

13,200

Dividends receivable

17,318

Interest receivable

98,856

Other receivables

69

Total assets

21,069,478

Liabilities

Payable for investments purchased
Regular delivery

$ 74,840

Delayed delivery

774,839

Payable for fund shares redeemed

23,271

Accrued management fee

7,218

Other payables and accrued expenses

3,681

Total liabilities

883,849

Net Assets

$ 20,185,629

Net Assets consist of:

Paid in capital

$ 18,013,569

Undistributed net investment income

60,087

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

(115,110)

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

2,227,083

Net Assets, for 1,147,533 shares outstanding

$ 20,185,629

Net Asset Value, offering price and redemption price per share ($20,185,629 ÷ 1,147,533 shares)

$17.59

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended January 31, 2002

Investment Income

Dividends

$ 119,986

Interest

250,131

Security lending

10

Total income

370,127

Expenses

Management fee

$ 43,113

Transfer agent fees

20,638

Accounting and security lending fees

706

Non-interested trustees' compensation

20

Custodian fees and expenses

258

Registration fees

50

Audit

93

Legal

61

Interest

3

Miscellaneous

113

Total expenses before reductions

65,055

Expense reductions

(1,123)

63,932

Net investment income

306,195

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(68,177)

Foreign currency transactions

(10)

(68,187)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(717,300)

Assets and liabilities in foreign currencies

(1)

Delayed delivery commitments

2,016

(715,285)

Net gain (loss)

(783,472)

Net increase (decrease) in net assets resulting from operations

$ (477,277)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
January 31,
2002

Year ended
July 31,
2001

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 306,195

$ 676,383

Net realized gain (loss)

(68,187)

826,193

Change in net unrealized appreciation (depreciation)

(715,285)

35,205

Net increase (decrease) in net assets resulting from operations

(477,277)

1,537,781

Distributions to shareholders
From net investment income

(362,157)

(674,908)

From net realized gain

(392,190)

(1,106,677)

Total distributions

(754,347)

(1,781,585)

Share transactions
Net proceeds from sales of shares

1,243,956

2,529,266

Reinvestment of distributions

715,768

1,692,134

Cost of shares redeemed

(1,463,851)

(4,022,247)

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

495,873

199,153

Total increase (decrease) in net assets

(735,751)

(44,651)

Net Assets

Beginning of period

20,921,380

20,966,031

End of period (including undistributed net investment income of $60,087 and $116,049, respectively)

$ 20,185,629

$ 20,921,380

Other Information

Shares

Sold

70,668

134,877

Issued in reinvestment of distributions

41,272

90,330

Redeemed

(83,617)

(214,077)

Net increase (decrease)

28,323

11,130

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

Semiannual Report

Financial Highlights

Six months ended
January 31,

Years ended July 31,

2002

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 18.69

$ 18.92

$ 20.22

$ 21.09

$ 20.37

$ 17.34

Income from Investment Operations

Net investment
income D

.27

.61

.61

.64

.69

.66

Net realized and unrealized gain (loss)

(.70)

.78

(.36)

.73

1.68

4.57

Total from investment
operations

(.43)

1.39

.25

1.37

2.37

5.23

Less Distributions

From net investment
income

(.32)

(.61)

(.58)

(.68)

(.69)

(.66)

From net realized
gain

(.35)

(1.01)

(.97)

(1.56)

(.96)

(1.54)

Total distributions

(.67)

(1.62)

(1.55)

(2.24)

(1.65)

(2.20)

Net asset value, end of period

$ 17.59

$ 18.69

$ 18.92

$ 20.22

$ 21.09

$ 20.37

Total Return B, C

(2.22)%

7.56%

1.34%

8.03%

12.56%

33.63%

Ratios to Average Net Assets E

Expenses before
expense reductions

.65% A

.64%

.64%

.64%

.64%

.67%

Expenses net of voluntary waivers, if any

.65% A

.64%

.64%

.64%

.64%

.67%

Expenses net of all
reductions

.64% A

.63%

.63%

.63%

.63%

.66%

Net investment income

3.07% A

3.23%

3.24%

3.23%

3.40%

3.69%

Supplemental Data

Net assets, end of period (in millions)

$ 20,186

$ 20,921

$ 20,966

$ 25,740

$ 24,940

$ 22,327

Portfolio turnover rate

84% A

67%

62%

80%

84%

80%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2002

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 is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Semiannual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

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

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. The fund may place a debt obligation on non-accrual status and reduce related interest income 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, under the general supervision of the Board of Trustees of the fund. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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

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

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

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

In addition, the fund will treat a portion of the proceeds from shares redeemed as a distribution from realized gain for income tax purposes.

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

Semiannual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

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

Change in Accounting Principle. Effective 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, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in a $186,000 decrease to the cost of securities held and a corresponding increase to accumulated net undistributed realized gain (loss), based on securities held by the fund on August 1, 2001.

2. Operating Policies.

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

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

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 values 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, or if the issuer does not issue the securities due to political, economic, or other factors.

Semiannual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

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

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 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. Information regarding loans and other direct debt instruments is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

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

4. Fees and Other Transactions with Affiliates.

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

The management fee is the sum of an individual fund fee rate of .15% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .21% of average net assets.

Semiannual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. FSC maintains the fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $9,004,000 for the period.

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

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.475 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day.

If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. At the end of the period there were no security loans outstanding.

Semiannual Report

Notes to Financial Statements - continued

7. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

8. Expense Reductions.

Certain security trades were directed to brokers who paid $762,000 of the fund's expenses. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $66,000 and $295,000, respectively.

Semiannual Report

Report of Independent Accountants

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 January 31, 2002, 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 auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at January 31, 2002 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
March 13, 2002

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

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

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

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

General Correspondence

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

Semiannual Report

Semiannual Report

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 Money Management, Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

Fidelity's Growth and Income Funds

Balanced Fund

Congress Street Fund

Convertible Securities Fund

Equity-Income Fund

Equity-Income II Fund

Exchange Fund

Fidelity ® Fund

Global Balanced Fund

Growth & Income Portfolio

Growth & Income II Portfolio

Puritan® Fund

Real Estate Investment Portfolio

Utilities Fund

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

PUR-SANN-0302 155346
1.700677.104

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