N-CSRS 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-649

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

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

July 31

Date of reporting period:

January 31, 2005

Item 1. Reports to Stockholders

Fidelity®

Balanced

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

Semiannual Report

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2004 to January 31, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Beginning
Account Value
August 1, 2004

Ending
Account Value
January 31, 2005

Expenses Paid
During Period*
August 1, 2004
to January 31, 2005

Actual

$ 1,000.00

$ 1,101.80

$ 3.50

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,021.88

$ 3.36

* Expenses are equal to the Fund's annualized expense ratio of .66%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Five Stocks as of January 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

General Electric Co.

1.6

0.8

Citigroup, Inc.

1.6

1.8

Bank of America Corp.

1.5

1.4

Altria Group, Inc.

1.1

0.8

American International Group, Inc.

1.0

1.0

6.8

Top Five Bond Issuers as of January 31, 2005

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Fannie Mae

11.3

10.0

U.S. Treasury Obligations

5.2

7.7

Freddie Mac

1.6

1.1

United Mexican States

0.3

0.2

Government National Mortgage Association

0.4

0.4

18.8

Top Five Market Sectors as of January 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

16.3

18.0

Information Technology

11.0

10.7

Industrials

9.2

7.5

Health Care

8.8

8.2

Consumer Discretionary

8.3

9.2

Asset Allocation (% of fund's net assets)

As of January 31, 2005 *

As of July 31, 2004 **

Stocks 69.3%

Stocks 67.8%

Bonds 30.1%

Bonds 32.0%

Convertible
Securities 0.5%

Convertible
Securities 0.7%

Short-Term
Investments and
Net Other Assets 0.1%

Short-Term
Investments and
Net Other Assets*** (0.5)%



* Foreign investments

9.5%

** Foreign investments

10.1%

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

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

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 69.2%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 7.3%

Auto Components - 0.1%

Dana Corp.

99,200

$ 1,574

TRW Automotive Holdings Corp.

719,300

14,314

15,888

Automobiles - 0.1%

Harley-Davidson, Inc.

109,100

6,558

Distributors - 0.1%

WESCO International, Inc. (a)

486,000

16,422

Hotels, Restaurants & Leisure - 0.9%

Carnival Corp. unit

179,800

10,356

Kerzner International Ltd. (a)

360,100

21,725

McDonald's Corp.

1,120,200

36,283

Royal Caribbean Cruises Ltd.

400,100

21,205

Six Flags, Inc. (a)

1,082,800

4,634

Wendy's International, Inc.

344,100

13,496

WMS Industries, Inc. (a)

183,300

5,745

Wyndham International, Inc. Class A (a)

4,623,700

4,393

117,837

Household Durables - 1.5%

Champion Enterprises, Inc. (a)

579,900

6,257

D.R. Horton, Inc.

493,895

19,647

Interface, Inc. Class A (a)

1,772,162

16,711

KB Home

212,900

23,132

LG Electronics, Inc.

319,580

21,980

Ryland Group, Inc.

396,600

25,727

Standard Pacific Corp.

206,700

13,752

Techtronic Industries Co. Ltd.

9,509,000

21,274

Toll Brothers, Inc. (a)

493,400

38,520

187,000

Leisure Equipment & Products - 0.1%

Brunswick Corp.

173,600

8,006

Media - 2.9%

Antena 3 Television SA (a)

157,200

12,038

Citadel Broadcasting Corp. (a)

371,900

5,210

Clear Channel Communications, Inc.

1,050,700

34,074

Emmis Communications Corp. Class A (a)

553,000

9,716

Fox Entertainment Group, Inc. Class A (a)

479,200

16,125

Gestevision Telecinco SA

432,900

9,366

Lagardere S.C.A. (Reg.)

218,200

16,467

Lamar Advertising Co. Class A (a)

943,300

40,543

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

Liberty Media Corp. Class A (a)

2,424,368

$ 25,310

Liberty Media International, Inc. Class A (a)

286,421

12,969

McGraw-Hill Companies, Inc.

74,400

6,733

News Corp. Class A

873,300

14,846

NTL, Inc. (a)

768,530

52,283

Omnicom Group, Inc.

99,200

8,421

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

455,304

7,148

RCN Corp. (a)

173,600

3,385

Salem Communications Corp. Class A (a)

264,849

5,890

SBS Broadcasting SA (a)

154,900

5,832

SES Global unit

99,172

1,215

The DIRECTV Group, Inc. (a)

893,500

13,447

UnitedGlobalCom, Inc. Class A (a)

1,188,800

11,615

Univision Communications, Inc. Class A (a)

171,900

4,695

Walt Disney Co.

1,490,900

42,684

360,012

Multiline Retail - 0.3%

Dollar Tree Stores, Inc. (a)

212,700

5,792

Fred's, Inc. Class A

347,000

5,715

JCPenney Co., Inc.

344,400

14,713

Saks, Inc.

506,200

7,203

ShopKo Stores, Inc. (a)

248,300

4,477

37,900

Specialty Retail - 1.3%

Advance Auto Parts, Inc. (a)

473,700

20,416

Asbury Automotive Group, Inc. (a)

66,800

1,128

Edgars Consolidated Stores Ltd.

19,600

979

Foot Locker, Inc.

714,100

19,224

Home Depot, Inc.

589,500

24,323

OfficeMax, Inc. Delaware

72,800

2,148

RadioShack Corp.

1,115,700

36,952

Ross Stores, Inc.

347,200

9,937

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

99,200

2,317

The Pep Boys - Manny, Moe & Jack

968,300

16,674

Toys 'R' Us, Inc. (a)

1,013,200

21,733

Weight Watchers International, Inc. (a)

180,000

8,435

164,266

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 0.0%

Reebok International Ltd.

79,300

$ 3,531

TOTAL CONSUMER DISCRETIONARY

917,420

CONSUMER STAPLES - 3.5%

Beverages - 0.2%

The Coca-Cola Co.

711,500

29,520

Food & Staples Retailing - 0.5%

Albertsons, Inc.

423,700

9,694

CVS Corp.

380,000

17,613

Safeway, Inc. (a)

500,000

9,425

Wal-Mart Stores, Inc.

447,800

23,465

60,197

Food Products - 1.0%

American Italian Pasta Co. Class A

133,900

3,629

Bunge Ltd.

519,000

29,344

Corn Products International, Inc.

307,400

9,025

Dean Foods Co. (a)

758,600

26,725

Del Monte Foods Co. (a)

836,100

9,431

General Mills, Inc.

312,400

16,554

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

179,800

6,683

Smithfield Foods, Inc. (a)

406,700

12,311

The J.M. Smucker Co.

341,660

15,938

129,640

Household Products - 0.6%

Colgate-Palmolive Co.

404,000

21,226

Procter & Gamble Co.

1,023,600

54,486

Rayovac Corp. (a)

79,300

2,979

78,691

Personal Products - 0.1%

Estee Lauder Companies, Inc. Class A

119,000

5,372

Gillette Co.

99,200

5,031

10,403

Tobacco - 1.1%

Altria Group, Inc.

2,154,000

137,490

TOTAL CONSUMER STAPLES

445,941

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - 6.4%

Energy Equipment & Services - 4.6%

BJ Services Co.

981,577

$ 47,165

Grant Prideco, Inc. (a)

3,428,800

67,204

Grey Wolf, Inc. (a)

3,623,300

19,203

Halliburton Co.

1,788,400

73,557

Nabors Industries Ltd. (a)

270,200

13,618

National-Oilwell, Inc. (a)

2,681,278

98,886

Oil States International, Inc. (a)

99,900

1,903

Pride International, Inc. (a)

4,694,643

109,808

Smith International, Inc. (a)

547,400

32,406

Tenaris SA sponsored ADR

74,400

3,668

Varco International, Inc. (a)

1,013,750

31,031

Weatherford International Ltd. (a)

1,131,400

61,401

Willbros Group, Inc. (a)

568,600

12,191

572,041

Oil & Gas - 1.8%

Chesapeake Energy Corp.

1,044,500

18,352

EnCana Corp.

410,000

24,236

Encore Acquisition Co. (a)

359,800

13,421

Giant Industries, Inc. (a)

41,200

1,202

Holly Corp.

633,866

19,181

McMoRan Exploration Co. (a)(f)

430,500

7,275

Plains Exploration & Production Co. (a)

327,200

9,417

Premcor, Inc.

525,400

25,219

Quicksilver Resources, Inc. (a)(f)

578,600

25,707

Range Resources Corp.

760,900

16,884

Sasol Ltd. sponsored ADR

24,800

506

Valero Energy Corp.

1,286,300

66,926

W&T Offshore, Inc.

8,100

147

228,473

TOTAL ENERGY

800,514

FINANCIALS - 13.3%

Capital Markets - 1.8%

Bear Stearns Companies, Inc.

145,000

14,654

E*TRADE Financial Corp. (a)

670,300

9,217

Goldman Sachs Group, Inc.

347,000

37,424

Lehman Brothers Holdings, Inc.

467,400

42,622

Merrill Lynch & Co., Inc.

963,900

57,901

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Capital Markets - continued

Morgan Stanley

1,076,600

$ 60,247

State Street Corp.

219,500

9,836

231,901

Commercial Banks - 3.2%

Bank of America Corp.

4,060,602

188,290

Cathay General Bancorp

39,781

1,445

Comerica, Inc.

218,100

12,619

Nara Bancorp, Inc.

198,300

3,956

North Fork Bancorp, Inc., New York

1,062,095

30,482

Placer Sierra Bancshares

9,900

255

PrivateBancorp, Inc.

50,600

1,655

Silicon Valley Bancshares (a)

354,500

15,470

UCBH Holdings, Inc.

276,500

12,185

UnionBanCal Corp.

158,700

9,773

Wachovia Corp.

1,607,914

88,194

Wells Fargo & Co.

308,800

18,929

Wilshire Bancorp, Inc. (a)

605,924

9,325

Wintrust Financial Corp.

245,000

13,593

406,171

Consumer Finance - 0.3%

American Express Co.

142,900

7,624

Capital One Financial Corp.

189,700

14,850

First Marblehead Corp. (a)

118,900

7,649

MBNA Corp.

426,000

11,323

41,446

Diversified Financial Services - 2.4%

Citigroup, Inc.

4,074,704

199,864

J.P. Morgan Chase & Co.

2,701,500

100,847

300,711

Insurance - 3.0%

ACE Ltd.

597,000

25,910

AFLAC, Inc.

837,600

33,094

AMBAC Financial Group, Inc.

169,800

13,054

American International Group, Inc.

1,890,131

125,297

Assurant, Inc.

286,700

9,326

Conseco, Inc. (a)

855,900

16,305

Endurance Specialty Holdings Ltd.

449,800

15,473

Fidelity National Financial, Inc.

169,150

7,412

Hartford Financial Services Group, Inc.

425,500

28,632

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Insurance - continued

Hilb Rogal & Hobbs Co.

198,300

$ 7,052

MBIA, Inc.

409,400

24,458

Scottish Re Group Ltd.

687,600

15,863

Specialty Underwriters' Alliance, Inc.

517,600

5,057

St. Paul Travelers Companies, Inc.

635,600

23,860

Torchmark Corp.

114,900

6,274

USI Holdings Corp. (a)

347,100

3,922

W.R. Berkley Corp.

90,200

4,303

Willis Group Holdings Ltd.

339,100

13,116

378,408

Real Estate - 0.6%

Alexandria Real Estate Equities, Inc.

45,000

2,995

CBL & Associates Properties, Inc.

74,900

5,152

CenterPoint Properties Trust (SBI)

230,000

9,764

Corporate Office Properties Trust (SBI)

74,400

1,914

Education Realty Trust, Inc.

262,800

4,412

Equity Lifestyle Properties, Inc.

153,200

5,252

Equity Residential (SBI)

441,800

13,934

General Growth Properties, Inc.

301,500

9,579

Reckson Associates Realty Corp.

239,000

7,333

Vornado Realty Trust

138,800

9,597

69,932

Thrifts & Mortgage Finance - 2.0%

Countrywide Financial Corp.

611,508

22,626

Fannie Mae

193,300

12,483

Fidelity Bankshares, Inc.

306,620

8,247

First Niagara Financial Group, Inc.

175,000

2,389

Freddie Mac

1,036,800

67,693

Golden West Financial Corp., Delaware

299,900

19,380

KNBT Bancorp, Inc.

240,400

3,986

MGIC Investment Corp.

99,500

6,358

NetBank, Inc.

1,855,579

17,721

New York Community Bancorp, Inc.

1,314,266

23,433

NewAlliance Bancshares, Inc.

719,176

10,694

Sovereign Bancorp, Inc.

1,515,000

34,451

W Holding Co., Inc.

1,558,764

20,326

249,787

TOTAL FINANCIALS

1,678,356

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - 8.5%

Biotechnology - 1.1%

Alkermes, Inc. (a)

749,600

$ 9,497

Angiotech Pharmaceuticals, Inc. (a)

428,900

7,257

Biogen Idec, Inc. (a)

138,700

9,010

CSL Ltd.

1,213,553

29,099

Dendreon Corp. (a)

610,100

4,149

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

34

0

Enzon Pharmaceuticals, Inc. (a)

429,800

5,544

Genentech, Inc. (a)

207,486

9,899

Medarex, Inc. (a)

822,300

7,820

Millennium Pharmaceuticals, Inc. (a)

973,939

8,970

ONYX Pharmaceuticals, Inc. (a)

236,736

6,875

Oscient Pharmaceuticals Corp. (a)(f)

590,100

1,959

OSI Pharmaceuticals, Inc. (a)

390,000

25,389

Pharmion Corp. (a)

367,200

13,315

Tanox, Inc. (a)

436,000

5,175

143,958

Health Care Equipment & Supplies - 2.4%

Aspect Medical Systems, Inc. (a)

145,800

3,286

Bausch & Lomb, Inc.

136,100

9,920

Baxter International, Inc.

1,157,100

39,064

Beckman Coulter, Inc.

198,300

13,286

Becton, Dickinson & Co.

165,000

9,347

Boston Scientific Corp. (a)

215,400

7,121

Cytyc Corp. (a)

99,200

2,485

Dade Behring Holdings, Inc. (a)

716,300

40,937

Edwards Lifesciences Corp. (a)

540,700

22,006

Epix Pharmaceuticals, Inc. (a)

110,000

1,062

Fisher Scientific International, Inc. (a)

243,468

15,375

Guidant Corp.

188,400

13,657

Immucor, Inc. (a)

506,000

15,489

Medtronic, Inc.

477,300

25,053

ResMed, Inc. (a)

247,900

12,717

Smith & Nephew PLC

193,940

1,918

St. Jude Medical, Inc. (a)

582,000

22,861

Synthes, Inc.

157,503

18,043

Thermo Electron Corp. (a)

113,080

3,386

Waters Corp. (a)

596,400

29,271

306,284

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Providers & Services - 2.9%

AmerisourceBergen Corp.

183,500

$ 10,694

Cardinal Health, Inc.

815,600

45,935

Caremark Rx, Inc. (a)

360,200

14,084

Cerner Corp. (a)

190,000

9,453

DaVita, Inc. (a)

408,000

17,120

Fresenius Medical Care AG sponsored ADR

399,800

10,783

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

1,391,200

10,017

Health Net, Inc. (a)

346,800

10,088

Humana, Inc. (a)

330,000

11,309

McKesson Corp.

893,100

30,803

Medco Health Solutions, Inc. (a)

124,000

5,279

Molina Healthcare, Inc. (a)

107,500

5,346

Omnicare, Inc.

292,600

8,997

PacifiCare Health Systems, Inc. (a)

738,400

45,434

Pediatrix Medical Group, Inc. (a)

198,300

13,244

Priority Healthcare Corp. Class B (a)

666,700

15,374

UnitedHealth Group, Inc.

975,500

86,722

WebMD Corp. (a)

1,298,100

9,801

360,483

Pharmaceuticals - 2.1%

Atherogenics, Inc. (a)

818,200

15,178

Barr Pharmaceuticals, Inc. (a)

355,500

16,904

Cipla Ltd.

722,362

4,743

Connetics Corp. (a)

510,900

12,476

Endo Pharmaceuticals Holdings, Inc. (a)

486,000

10,211

Guilford Pharmaceuticals, Inc. (a)

1,802,400

8,751

IVAX Corp. (a)

439,975

6,613

Johnson & Johnson

378,800

24,508

Pfizer, Inc.

2,900,800

70,083

Schering-Plough Corp.

1,991,700

36,966

Sepracor, Inc. (a)

225,400

12,888

Wyeth

1,022,200

40,510

259,831

TOTAL HEALTH CARE

1,070,556

INDUSTRIALS - 8.8%

Aerospace & Defense - 1.8%

BE Aerospace, Inc. (a)

570,200

6,152

EADS NV

687,400

21,010

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Aerospace & Defense - continued

Goodrich Corp.

877,500

$ 30,098

Hexcel Corp. (a)

179,600

2,646

Honeywell International, Inc.

1,096,200

39,441

Lockheed Martin Corp.

398,700

23,049

Northrop Grumman Corp.

346,500

17,976

Precision Castparts Corp.

309,000

21,723

Rockwell Collins, Inc.

277,700

11,913

The Boeing Co.

59,500

3,011

United Technologies Corp.

440,600

44,360

221,379

Air Freight & Logistics - 0.3%

EGL, Inc. (a)

535,600

16,191

Forward Air Corp. (a)

39,700

1,692

United Parcel Service, Inc. Class B

99,200

7,408

UTI Worldwide, Inc.

135,309

9,320

Yamato Transport Co. Ltd.

499,000

7,469

42,080

Airlines - 0.6%

AirTran Holdings, Inc. (a)

3,472,900

29,659

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

1,859,500

10,023

Frontier Airlines, Inc. (a)(g)

3,561,208

30,199

Northwest Airlines Corp. (a)(f)

792,685

5,858

75,739

Building Products - 0.3%

American Standard Companies, Inc. (a)

160,300

6,418

Masco Corp.

424,200

15,611

Trex Co., Inc. (a)

41,800

2,050

York International Corp.

252,900

9,185

33,264

Commercial Services & Supplies - 0.6%

Apollo Group, Inc. Class A (a)

59,500

4,652

Career Education Corp. (a)

455,700

18,360

Cendant Corp.

1,070,000

25,199

DeVry, Inc. (a)

371,900

6,598

Herman Miller, Inc.

322,300

8,612

HNI Corp.

235,300

9,494

72,915

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Construction & Engineering - 1.1%

Dycom Industries, Inc. (a)

806,200

$ 21,904

Fluor Corp.

927,200

49,642

Granite Construction, Inc.

902,300

22,467

Jacobs Engineering Group, Inc. (a)

213,200

10,828

Larsen & Toubro Ltd. (a)

421,480

9,708

MasTec, Inc. (a)

1,422,190

12,643

URS Corp. (a)

631,300

17,809

145,001

Electrical Equipment - 0.0%

A.O. Smith Corp.

198,300

5,376

Industrial Conglomerates - 2.3%

General Electric Co.

5,673,400

204,980

Siemens AG sponsored ADR

272,700

21,655

Tyco International Ltd.

1,936,200

69,974

296,609

Machinery - 1.1%

AGCO Corp. (a)

594,100

12,197

Astec Industries, Inc. (a)

579,019

10,005

Briggs & Stratton Corp.

248,000

9,620

Gardner Denver, Inc. (a)

173,600

6,572

Manitowoc Co., Inc.

148,800

5,416

Navistar International Corp. (a)

350,100

13,626

SPX Corp.

418,500

17,535

Terex Corp. (a)

221,200

9,523

The Weir Group PLC

1,169,555

7,214

Timken Co.

947,800

24,415

Wabash National Corp. (a)

440,000

11,167

Watts Water Technologies, Inc. Class A

366,500

11,746

139,036

Marine - 0.1%

Alexander & Baldwin, Inc.

223,130

10,264

Road & Rail - 0.4%

Burlington Northern Santa Fe Corp.

371,900

17,918

Laidlaw International, Inc. (a)

583,400

12,701

Norfolk Southern Corp.

568,800

19,862

50,481

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Trading Companies & Distributors - 0.2%

UAP Holding Corp.

471,100

$ 7,067

United Rentals, Inc. (a)

823,400

14,006

21,073

TOTAL INDUSTRIALS

1,113,217

INFORMATION TECHNOLOGY - 10.7%

Communications Equipment - 1.2%

Alcatel SA sponsored ADR (a)

1,113,900

15,951

Andrew Corp. (a)

446,300

5,829

Avaya, Inc. (a)

505,000

7,247

Comverse Technology, Inc. (a)

711,200

15,895

Enterasys Networks, Inc. (a)

2,826,200

3,985

Finisar Corp. (a)

587,000

1,027

Harris Corp.

79,300

5,136

Juniper Networks, Inc. (a)

349,100

8,773

Lucent Technologies, Inc. (a)

862,800

2,813

Marconi Corp. PLC (a)

700,000

8,306

Motorola, Inc.

1,671,200

26,305

Nokia Corp. sponsored ADR

247,900

3,788

QUALCOMM, Inc.

376,900

14,036

Sycamore Networks, Inc. (a)

8,116,000

28,081

147,172

Computers & Peripherals - 1.1%

Diebold, Inc.

269,200

14,494

Hutchinson Technology, Inc. (a)

317,586

11,211

Lexmark International, Inc. Class A (a)

89,800

7,485

Maxtor Corp. (a)

5,158,000

24,397

QLogic Corp. (a)

315,500

12,077

Seagate Technology

1,671,100

28,275

Storage Technology Corp. (a)

697,900

21,977

Western Digital Corp. (a)

1,694,000

18,244

138,160

Electronic Equipment & Instruments - 2.4%

Amphenol Corp. Class A

958,800

37,710

Arrow Electronics, Inc. (a)

361,900

8,544

Avnet, Inc. (a)

495,200

8,874

Bell Microproducts, Inc. (a)

1,022,438

8,292

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

2,779,700

36,173

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Flextronics International Ltd. (a)

3,148,600

$ 44,553

Hon Hai Precision Industries Co. Ltd. unit (f)

1,604,248

14,230

Ingram Micro, Inc. Class A (a)

1,496,000

27,646

Jabil Circuit, Inc. (a)

223,100

5,258

KEMET Corp. (a)

74,400

629

Mettler-Toledo International, Inc. (a)

423,400

21,238

Molex, Inc.

254,400

7,306

National Instruments Corp.

58,600

1,602

Sanmina-SCI Corp. (a)

2,716,700

16,789

Solectron Corp. (a)

3,201,800

15,913

Symbol Technologies, Inc.

2,564,000

46,921

Vishay Intertechnology, Inc. (a)

295,400

3,861

305,539

Internet Software & Services - 0.2%

Yahoo!, Inc. (a)

570,200

20,077

IT Services - 0.5%

Affiliated Computer Services, Inc. Class A (a)

138,800

7,522

BearingPoint, Inc. (a)

1,315,700

10,381

Ceridian Corp. (a)

1,271,900

22,513

First Data Corp.

473,575

19,293

Titan Corp. (a)

198,400

3,333

63,042

Office Electronics - 0.3%

Xerox Corp. (a)

2,181,500

34,642

Semiconductors & Semiconductor Equipment - 4.0%

Agere Systems, Inc.:

Class A (a)

21,841,200

31,451

Class B (a)

18,269,316

26,308

Amkor Technology, Inc. (a)

451,000

1,998

Analog Devices, Inc.

123,900

4,447

Asat Holdings Ltd. sponsored ADR (a)(f)

1,345,400

1,722

ASML Holding NV (NY Shares) (a)

1,431,800

23,524

Atmel Corp. (a)

1,487,600

4,552

ATMI, Inc. (a)(g)

1,830,659

41,611

Axcelis Technologies, Inc. (a)

2,554,300

19,081

Cascade Microtech, Inc.

365,600

3,875

Conexant Systems, Inc. (a)

1,793,000

2,941

Credence Systems Corp. (a)

1,658,820

13,271

Cymer, Inc. (a)

592,200

15,705

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Cypress Semiconductor Corp. (a)

595,100

$ 6,784

Fairchild Semiconductor International, Inc. (a)

2,413,800

34,445

FormFactor, Inc. (a)

483,300

11,005

Freescale Semiconductor, Inc.:

Class A

1,765,500

30,190

Class B (a)

5,216,489

91,132

Integrated Circuit Systems, Inc. (a)

825,000

15,675

Integrated Device Technology, Inc. (a)

272,700

3,201

Intel Corp.

198,400

4,454

Intersil Corp. Class A

1,822,200

27,023

LTX Corp. (a)(g)

3,375,813

19,613

National Semiconductor Corp.

2,089,400

35,374

ON Semiconductor Corp. (a)

991,600

3,629

PMC-Sierra, Inc. (a)

928,900

9,549

Samsung Electronics Co. Ltd.

31,970

15,417

Teradyne, Inc. (a)

665,800

9,341

United Microelectronics Corp. sponsored ADR

297,500

1,050

Vitesse Semiconductor Corp. (a)

793,400

2,301

510,669

Software - 1.0%

Activision, Inc. (a)

29,800

673

Amdocs Ltd. (a)

148,800

4,427

BEA Systems, Inc. (a)

2,306,249

19,649

Cadence Design Systems, Inc. (a)

1,018,800

13,581

Cognos, Inc. (a)

188,400

7,780

Electronic Arts, Inc. (a)

34,700

2,233

FileNET Corp. (a)

299,900

6,703

Informatica Corp. (a)

595,100

4,606

JDA Software Group, Inc. (a)

272,762

3,279

Macromedia, Inc. (a)

451,236

15,450

Macrovision Corp. (a)

84,300

1,967

Microsoft Corp.

906,300

23,818

Siebel Systems, Inc. (a)

991,700

8,638

Take-Two Interactive Software, Inc. (a)

49,600

1,748

VERITAS Software Corp. (a)

371,700

9,560

124,112

TOTAL INFORMATION TECHNOLOGY

1,343,413

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - 5.4%

Chemicals - 1.9%

Albemarle Corp.

351,800

$ 12,352

Celanese Corp. Class A

297,500

4,799

Dow Chemical Co.

871,300

43,304

Great Lakes Chemical Corp.

367,700

9,726

Lyondell Chemical Co.

2,265,440

66,649

Monsanto Co.

366,900

19,860

Mosaic Co. (a)

24,800

409

NOVA Chemicals Corp. (f)

856,500

38,634

Olin Corp.

1,138,500

25,354

Praxair, Inc.

304,700

13,148

Syngenta AG sponsored ADR

198,300

4,263

238,498

Construction Materials - 0.3%

Eagle Materials, Inc.

197,000

15,713

Martin Marietta Materials, Inc.

128,900

6,963

Texas Industries, Inc.

200,200

12,721

Vulcan Materials Co.

148,800

8,404

43,801

Containers & Packaging - 0.8%

Owens-Illinois, Inc. (a)

1,925,400

43,745

Packaging Corp. of America

233,100

5,200

Pactiv Corp. (a)

1,878,240

41,716

Smurfit-Stone Container Corp. (a)

1,186,400

17,843

108,504

Metals & Mining - 2.2%

Agnico-Eagle Mines Ltd.

1,042,016

13,291

Alcan, Inc.

944,300

37,656

Alcoa, Inc.

963,300

28,427

Falconbridge Ltd.

201,600

4,943

Fording Canadian Coal Trust

163,600

13,000

Freeport-McMoRan Copper & Gold, Inc. Class B

1,145,000

42,147

Gerdau AmeriSteel Corp. (a)

1,685,900

9,944

Goldcorp, Inc.

1,085,800

15,258

Inmet Mining Corp. (a)

160,400

2,363

Lionore Mining International Ltd. (a)

714,300

3,615

Massey Energy Co.

670,300

25,424

Meridian Gold, Inc. (a)

2,031,800

37,327

Novelis, Inc.

352,940

7,869

Phelps Dodge Corp.

178,800

17,218

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Metals & Mining - continued

Stillwater Mining Co. (a)

225,500

$ 2,386

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

300,000

6,152

Wheaton River Minerals Ltd. (a)

2,487,000

8,076

275,096

Paper & Forest Products - 0.2%

Buckeye Technologies, Inc. (a)

372,235

4,787

Tembec, Inc. (a)

1,191,500

6,481

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

654,000

9,568

20,836

TOTAL MATERIALS

686,735

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 2.0%

Alaska Communication Systems Group, Inc.

198,300

1,735

AT&T Corp.

421,500

8,089

BellSouth Corp.

1,049,900

27,549

Citizens Communications Co.

404,000

5,450

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

15,472,100

26,148

Philippine Long Distance Telephone Co. sponsored ADR (a)

338,900

8,811

PT Indosat Tbk ADR

158,600

4,940

PT Telkomunikasi Indonesia Tbk sponsored ADR

228,000

4,731

SBC Communications, Inc.

3,372,100

80,121

Telewest Global, Inc. (a)

467,272

7,874

Verizon Communications, Inc.

2,103,600

74,867

250,315

Wireless Telecommunication Services - 1.4%

American Tower Corp. Class A (a)

3,473,000

62,931

Crown Castle International Corp. (a)

757,000

12,415

KDDI Corp.

2,171

11,083

Mobile TeleSystems OJSC sponsored ADR (f)

138,800

4,994

Nextel Communications, Inc. Class A (a)

805,000

23,095

Nextel Partners, Inc. Class A (a)

768,900

15,293

NII Holdings, Inc. (a)

223,100

12,003

SpectraSite, Inc. (a)

471,932

27,655

Common Stocks - continued

Shares

Value (Note 1) (000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Western Wireless Corp. Class A (a)

148,800

$ 5,622

Wireless Facilities, Inc. (a)

371,900

3,169

178,260

TOTAL TELECOMMUNICATION SERVICES

428,575

UTILITIES - 1.9%

Electric Utilities - 1.1%

Entergy Corp.

218,800

15,211

Exelon Corp.

628,900

27,829

PG&E Corp. (a)

585,000

20,475

PPL Corp.

189,900

10,255

TXU Corp.

923,200

63,885

137,655

Multi-Utilities & Unregulated Power - 0.8%

AES Corp. (a)

5,186,917

72,876

Dominion Resources, Inc.

338,300

23,471

NorthWestern Energy Corp. (a)

51,600

1,463

NRG Energy, Inc. (a)

69,400

2,429

100,239

TOTAL UTILITIES

237,894

TOTAL COMMON STOCKS

(Cost $7,053,677)

8,722,621

Preferred Stocks - 0.2%

Convertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%

Insurance - 0.1%

Fortis Insurance NV 7.75% (h)

6,900

7,218

HEALTH CARE - 0.0%

Pharmaceuticals - 0.0%

Schering-Plough Corp. 6.00%

99,100

5,086

Preferred Stocks - continued

Shares

Value (Note 1) (000s)

Convertible Preferred Stocks - continued

MATERIALS - 0.0%

Chemicals - 0.0%

Celanese Corp. 4.25%

75,900

$ 1,907

TOTAL CONVERTIBLE PREFERRED STOCKS

14,211

Nonconvertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Automobiles - 0.1%

Porsche AG (non-vtg.) (f)

7,811

5,089

Media - 0.0%

PRIMEDIA, Inc. Series D, 10.00%

18,507

1,851

TOTAL CONSUMER DISCRETIONARY

6,940

TOTAL PREFERRED STOCKS

(Cost $20,673)

21,151

Corporate Bonds - 8.6%

Principal Amount (000s)

Value (Note 1) (000s)

Convertible Bonds - 0.4%

CONSUMER DISCRETIONARY - 0.0%

Internet & Catalog Retail - 0.0%

Priceline.com, Inc. 2.25% 1/15/25 (h)

$ 350

336

ENERGY - 0.0%

Oil & Gas - 0.0%

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

1,980

2,609

FINANCIALS - 0.0%

Insurance - 0.0%

American Equity Investment Life Holding Co. 5.25% 12/6/24 (h)

1,980

2,183

HEALTH CARE - 0.2%

Biotechnology - 0.1%

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

1,000

880

Celgene Corp. 1.75% 6/1/08 (h)

3,700

4,815

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

5,000

5,044

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Convertible Bonds - continued

HEALTH CARE - continued

Biotechnology - continued

deCODE genetics, Inc. 3.5% 4/15/11 (h)

$ 1,000

$ 880

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

2,000

1,766

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

2,000

1,889

15,274

Pharmaceuticals - 0.1%

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

10,000

9,252

TOTAL HEALTH CARE

24,526

INDUSTRIALS - 0.1%

Airlines - 0.1%

AMR Corp. 4.5% 2/15/24

4,900

3,308

Atlantic Coast Airlines Holdings, Inc. 6% 2/15/34 (h)

1,000

469

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

5,000

2,606

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

1,700

744

7,127

INFORMATION TECHNOLOGY - 0.1%

Communications Equipment - 0.1%

Finisar Corp. 5.25% 10/15/08

6,703

5,966

Computers & Peripherals - 0.0%

Synaptics, Inc. 0.75% 12/1/24 (h)

1,980

2,064

Semiconductors & Semiconductor Equipment - 0.0%

ASM International NV 4.25% 12/6/11 (h)

1,980

2,138

TOTAL INFORMATION TECHNOLOGY

10,168

MATERIALS - 0.0%

Metals & Mining - 0.0%

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

2,000

1,618

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

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

5,000

4,125

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

1,980

1,701

5,826

TOTAL CONVERTIBLE BONDS

54,393

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - 8.2%

CONSUMER DISCRETIONARY - 0.8%

Auto Components - 0.1%

DaimlerChrysler NA Holding Corp.:

4.75% 1/15/08

$ 5,235

$ 5,323

6.5% 11/15/13

5,500

5,994

Dana Corp. 6.5% 3/1/09

1,340

1,394

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

730

726

Stoneridge, Inc. 11.5% 5/1/12

165

189

Tenneco Automotive, Inc. 8.625% 11/15/14 (h)

590

612

Visteon Corp. 8.25% 8/1/10

690

693

14,931

Automobiles - 0.1%

General Motors Corp.:

7.2% 1/15/11

11,000

11,038

8.375% 7/15/33

2,530

2,548

13,586

Hotels, Restaurants & Leisure - 0.1%

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

435

451

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

235

227

Gaylord Entertainment Co. 8% 11/15/13

460

494

Host Marriott LP 7.125% 11/1/13

1,000

1,054

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

1,070

1,043

Mandalay Resort Group 6.5% 7/31/09

1,440

1,507

MGM MIRAGE:

5.875% 2/27/14

1,430

1,405

9.75% 6/1/07

115

128

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

280

273

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

1,360

1,414

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

1,400

1,418

Six Flags, Inc.:

9.625% 6/1/14

445

421

9.625% 6/1/14 (h)

450

425

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

900

923

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

720

712

Virgin River Casino Corp./RBG LLC/B&BB, Inc. 9% 1/15/12 (h)

180

189

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

1,480

1,450

13,534

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Household Durables - 0.0%

Levitz Home Furnishings, Inc. 12% 11/1/11 (h)

$ 610

$ 622

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

550

587

1,209

Leisure Equipment & Products - 0.0%

K2, Inc. 7.375% 7/1/14

340

364

Media - 0.5%

Advanstar Communications, Inc. 10.75% 8/15/10

560

631

AOL Time Warner, Inc.:

6.875% 5/1/12

3,840

4,362

7.625% 4/15/31

4,975

6,128

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

7,750

8,930

Cablevision Systems Corp.:

6.6688% 4/1/09 (h)(k)

1,420

1,537

8% 4/15/12 (h)

1,195

1,286

CanWest Media, Inc. 8% 9/15/12 (h)

230

244

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

1,160

1,172

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

4,900

5,606

CSC Holdings, Inc.:

7.625% 4/1/11

2,155

2,349

7.625% 7/15/18

235

259

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

1,000

1,063

Houghton Mifflin Co. 9.875% 2/1/13

1,150

1,196

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

490

554

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

1,390

1,022

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

655

730

Liberty Media Corp. 8.25% 2/1/30

2,815

3,159

Loews Cineplex Entertainment Corp. 9% 8/1/14 (h)

970

1,028

News America, Inc. 6.2% 12/15/34 (h)

3,500

3,610

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

1,110

1,088

PanAmSat Corp. 9% 8/15/14

480

521

PEI Holdings, Inc. 11% 3/15/10

406

471

PRIMEDIA, Inc. 7.625% 4/1/08

1,985

2,010

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

1,200

1,232

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Videotron Ltee 6.875% 1/15/14 (h)

$ 1,100

$ 1,119

Walt Disney Co. 6.375% 3/1/12

2,900

3,222

54,529

Multiline Retail - 0.0%

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

1,730

1,780

Specialty Retail - 0.0%

Asbury Automotive Group, Inc.:

8% 3/15/14

1,120

1,126

9% 6/15/12

1,000

1,055

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

1,705

1,816

3,997

TOTAL CONSUMER DISCRETIONARY

103,930

CONSUMER STAPLES - 0.3%

Food & Staples Retailing - 0.1%

Ahold Finance USA, Inc.:

6.875% 5/1/29

530

526

8.25% 7/15/10

1,075

1,220

Jean Coutu Group, Inc.:

7.625% 8/1/12 (h)

300

312

8.5% 8/1/14 (h)

770

768

NeighborCare, Inc. 6.875% 11/15/13

1,105

1,166

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

855

866

Stater Brothers Holdings, Inc. 5.99% 6/15/10 (k)

730

750

Wal-Mart Stores, Inc. 4.125% 2/15/11

9,510

9,515

15,123

Food Products - 0.1%

Cadbury Schweppes U.S. Finance LLC:

3.875% 10/1/08 (h)

3,080

3,061

5.125% 10/1/13 (h)

1,945

1,989

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

430

434

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

730

756

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

1,720

1,774

Smithfield Foods, Inc. 7% 8/1/11 (h)

1,460

1,555

United Agriculture Products, Inc. 8.75% 12/15/11 (h)

353

379

9,948

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Tobacco - 0.1%

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

$ 9,585

$ 10,478

TOTAL CONSUMER STAPLES

35,549

ENERGY - 0.7%

Energy Equipment & Services - 0.2%

Grant Prideco, Inc.:

9% 12/15/09

210

235

9.625% 12/1/07

540

601

Hanover Compressor Co. 9% 6/1/14

570

630

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

1,065

1,062

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

11,260

12,886

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

480

527

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

700

742

16,683

Oil & Gas - 0.5%

Amerada Hess Corp.:

6.65% 8/15/11

7,770

8,550

7.125% 3/15/33

1,990

2,277

7.375% 10/1/09

1,755

1,965

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

4,715

4,773

Chesapeake Energy Corp. 7.5% 6/15/14

430

465

El Paso Corp.:

7% 5/15/11

870

872

7.875% 6/15/12

2,085

2,174

El Paso Energy Corp.:

6.95% 12/15/07

450

465

7.375% 12/15/12

630

636

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

2,440

2,538

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

2,570

2,753

Energy Transfer Partners LP 5.95% 2/1/15 (h)

3,075

3,143

Enterprise Products Operating LP:

4.625% 10/15/09 (h)

1,305

1,302

5.6% 10/15/14 (h)

920

943

General Maritime Corp. 10% 3/15/13

1,585

1,807

Pemex Project Funding Master Trust:

6.125% 8/15/08

4,000

4,202

7.375% 12/15/14

5,550

6,202

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Plains Exploration & Production Co.:

7.125% 6/15/14

$ 450

$ 493

8.75% 7/1/12

960

1,061

Range Resources Corp. 7.375% 7/15/13

810

859

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

4,875

4,973

Stone Energy Corp. 6.75% 12/15/14 (h)

150

146

Teekay Shipping Corp. 8.875% 7/15/11

1,110

1,288

The Coastal Corp.:

6.5% 5/15/06

1,700

1,738

7.5% 8/15/06

1,935

2,015

7.625% 9/1/08

325

338

7.75% 6/15/10

325

338

Venoco, Inc. 8.75% 12/15/11 (h)

520

524

Williams Companies, Inc.:

7.125% 9/1/11

4,055

4,410

7.5% 1/15/31

2,010

2,171

7.625% 7/15/19

1,360

1,496

66,917

TOTAL ENERGY

83,600

FINANCIALS - 2.9%

Capital Markets - 0.3%

Bank of New York Co., Inc.:

3.4% 3/15/13 (k)

2,000

1,944

4.25% 9/4/12 (k)

2,490

2,494

BCP Caylux Holdings Luxembourg SCA 9.625% 6/15/14 (h)

2,180

2,403

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

17,970

18,192

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

2,405

2,609

Morgan Stanley 4% 1/15/10

14,000

13,810

41,452

Commercial Banks - 0.5%

Bank One Corp. 5.25% 1/30/13

7,610

7,865

Korea Development Bank:

3.875% 3/2/09

8,325

8,189

5.75% 9/10/13

4,415

4,690

Union Planters Corp. 7.75% 3/1/11

7,500

8,808

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Commercial Banks - continued

US Bank NA, Minneapolis 6.3% 2/4/14

$ 3,065

$ 3,419

Wachovia Bank NA 4.875% 2/1/15

10,000

10,046

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

14,000

14,019

57,036

Consumer Finance - 0.8%

American General Finance Corp.:

2.75% 6/15/08

335

322

4.625% 5/15/09

12,515

12,710

Capital One Bank 6.5% 6/13/13

10,670

11,723

Ford Motor Credit Co.:

7.25% 10/25/11

5,000

5,321

7.375% 10/28/09

15,475

16,478

General Electric Capital Corp.:

6% 6/15/12

9,000

9,837

6.125% 2/22/11

11,600

12,692

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

6,210

6,236

Household Finance Corp.:

4.125% 11/16/09

7,765

7,713

5.875% 2/1/09

3,500

3,723

7% 5/15/12

1,235

1,414

HSBC Finance Corp. 6.75% 5/15/11

4,065

4,562

MBNA Corp. 7.5% 3/15/12

4,930

5,705

98,436

Diversified Financial Services - 0.4%

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

1,095

1,158

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

0% 5/15/11 (d)

1,610

1,111

9.625% 11/15/09

1,490

1,211

Citigroup, Inc.:

5% 9/15/14

7,000

7,107

5.625% 8/27/12

3,065

3,271

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

920

975

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

577

655

Duke Capital LLC 4.331% 11/16/06

1,215

1,226

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financial Services - continued

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

$ 1,585

$ 1,823

Hutchison Whampoa International 03/33 Ltd. 6.25% 1/24/14 (h)

4,500

4,794

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

2,850

3,063

J.P. Morgan Chase & Co. 5.625% 8/15/06

9,000

9,283

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

4,350

4,610

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

1,660

1,689

Refco Finance Holdings LLC/Refco Finance, Inc. 9% 8/1/12 (h)

1,000

1,083

UGS Corp. 10% 6/1/12 (h)

570

636

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

1,025

1,204

Universal City Florida Holding Co. I/II 7.2% 5/1/10 (h)(k)

290

304

Westfield Capital Corp. Ltd./Wt Finance 4.375% 11/15/10 (h)

4,940

4,907

50,110

Insurance - 0.4%

Aegon NV 4.75% 6/1/13

5,200

5,190

Assurant, Inc. 5.625% 2/15/14

2,195

2,284

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

3,255

3,288

Berkshire Hathaway Finance Corp. 4.125% 1/15/10 (h)

7,185

7,179

MetLife, Inc. 6.125% 12/1/11

9,360

10,232

Metropolitan Life Global Funding I:

2.6% 6/19/08 (h)

400

384

4.25% 7/30/09 (h)

2,700

2,710

Provident Companies, Inc.:

7% 7/15/18

80

77

7.25% 3/15/28

105

99

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

2,365

2,344

Travelers Property Casualty Corp.:

5% 3/15/13

1,225

1,220

6.375% 3/15/33

1,580

1,647

UnumProvident Corp.:

6.75% 12/15/28

580

537

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Insurance - continued

UnumProvident Corp.: - continued

7.625% 3/1/11

$ 445

$ 463

XL Capital Ltd. 5.25% 9/15/14

4,210

4,257

41,911

Real Estate - 0.3%

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

4,400

4,812

CarrAmerica Realty Corp. 5.25% 11/30/07

2,205

2,264

Developers Diversified Realty Corp. 5.25% 4/15/11

6,165

6,293

EOP Operating LP:

4.65% 10/1/10

4,805

4,813

4.75% 3/15/14

14,900

14,506

Gables Realty LP:

5.75% 7/15/07

4,795

4,957

6.8% 3/15/05

670

673

Senior Housing Properties Trust:

7.875% 4/15/15

460

504

8.625% 1/15/12

580

661

39,483

Thrifts & Mortgage Finance - 0.2%

Countrywide Home Loans, Inc.:

3.25% 5/21/08

1,165

1,135

4.125% 9/15/09

7,000

6,949

5.625% 5/15/07

4,700

4,882

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

2,945

2,831

Washington Mutual Bank:

5.125% 1/15/15

9,000

9,064

6.875% 6/15/11

3,300

3,718

28,579

TOTAL FINANCIALS

357,007

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

AmeriPath, Inc. 10.5% 4/1/13

1,255

1,311

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

460

472

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

430

443

Community Health Systems, Inc. 6.5% 12/15/12 (h)

590

591

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

HCA, Inc. 6.375% 1/15/15

$ 640

$ 642

HealthSouth Corp.:

7.625% 6/1/12

1,085

1,085

10.75% 10/1/08

1,185

1,244

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

1,285

1,385

National Nephrology Associates, Inc. 9% 11/1/11 (h)

340

388

Psychiatric Solutions, Inc. 10.625% 6/15/13

370

426

Tenet Healthcare Corp.:

6.375% 12/1/11

1,395

1,259

7.375% 2/1/13

1,045

961

9.875% 7/1/14 (h)

580

602

U.S. Oncology, Inc.:

9% 8/15/12 (h)

1,870

2,029

10.75% 8/15/14 (h)

650

741

13,579

Pharmaceuticals - 0.0%

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

1,485

1,552

TOTAL HEALTH CARE

15,131

INDUSTRIALS - 0.3%

Aerospace & Defense - 0.1%

BE Aerospace, Inc.:

8% 3/1/08

1,130

1,119

8.875% 5/1/11

605

620

Bombardier, Inc.:

6.3% 5/1/14 (h)

2,615

2,242

7.45% 5/1/34 (h)

3,000

2,505

Northrop Grumman Corp. 4.079% 11/16/06

6,000

6,037

Raytheon Co. 5.5% 11/15/12

1,435

1,522

14,045

Airlines - 0.2%

American Airlines, Inc. pass thru trust certificates:

6.817% 5/23/11

1,050

990

6.978% 10/1/12

1,179

1,194

7.377% 5/23/19

1,364

900

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Airlines - continued

American Airlines, Inc. pass thru trust certificates: - continued

7.379% 5/23/16

$ 768

$ 507

7.8% 4/1/08

425

374

8.608% 10/1/12

1,155

1,028

10.18% 1/2/13

675

466

10.32% 7/30/14 (h)

625

375

AMR Corp.:

9% 9/15/16

930

660

9.17% 1/30/12

140

85

10.13% 6/15/11

140

85

10.45% 11/15/11

405

247

Continental Airlines, Inc. pass thru trust certificates:

6.9% 7/2/18

328

263

7.568% 12/1/06

630

485

8.312% 10/2/12

292

216

8.321% 11/1/06

50

48

Delta Air Lines, Inc.:

equipment trust certificates 8.54% 1/2/07

73

55

9.5% 11/18/08 (h)

1,137

978

10.14% 8/14/12

120

48

Delta Air Lines, Inc. pass thru trust certificates:

7.299% 9/18/06

20

14

7.57% 11/18/10

2,810

2,683

7.779% 11/18/05

72

59

7.779% 1/2/12

4,872

2,680

7.92% 5/18/12

345

228

Northwest Airlines, Inc. pass thru trust certificates:

7.068% 7/2/17

282

237

7.626% 4/1/10

1,367

1,094

7.67% 1/2/15

284

242

7.691% 4/1/17

890

712

8.07% 1/2/15

560

359

17,312

Building Products - 0.0%

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

960

970

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Building Products - continued

Mueller Group, Inc. 6.91% 11/1/11 (k)

$ 1,160

$ 1,189

Nortek, Inc. 8.5% 9/1/14

610

627

2,786

Commercial Services & Supplies - 0.0%

Allied Waste North America, Inc.:

5.75% 2/15/11

595

546

6.375% 4/15/11

610

576

7.625% 1/1/06

1,780

1,825

2,947

Machinery - 0.0%

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

380

389

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

2,475

2,648

Park-Ohio Industries, Inc. 8.375% 11/15/14 (h)

380

376

3,413

Marine - 0.0%

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

240

172

Road & Rail - 0.0%

TFM SA de CV yankee:

10.25% 6/15/07

285

304

11.75% 6/15/09

720

726

1,030

TOTAL INDUSTRIALS

41,705

INFORMATION TECHNOLOGY - 0.2%

Communications Equipment - 0.1%

L-3 Communications Corp. 6.125% 1/15/14

450

459

Lucent Technologies, Inc.:

6.45% 3/15/29

550

491

6.5% 1/15/28

135

119

Motorola, Inc. 8% 11/1/11

8,145

9,758

10,827

Electronic Equipment & Instruments - 0.0%

Celestica, Inc. 7.875% 7/1/11

2,440

2,538

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

930

1,053

3,591

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Office Electronics - 0.0%

Xerox Capital Trust I 8% 2/1/27

$ 1,450

$ 1,512

Xerox Corp.:

7.125% 6/15/10

1,280

1,363

7.625% 6/15/13

990

1,062

3,937

Semiconductors & Semiconductor Equipment - 0.1%

Freescale Semiconductor, Inc.:

5.41% 7/15/09 (k)

910

946

6.875% 7/15/11

1,060

1,129

7.125% 7/15/14

230

248

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co.:

5.78% 12/15/11 (h)(k)

170

175

6.875% 12/15/11 (h)

340

351

8% 12/15/14 (h)

140

146

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

1,505

2,107

Viasystems, Inc. 10.5% 1/15/11

430

422

5,524

TOTAL INFORMATION TECHNOLOGY

23,879

MATERIALS - 0.4%

Chemicals - 0.1%

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

560

580

Berry Plastics Corp. 10.75% 7/15/12

1,285

1,465

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

370

250

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

1,500

1,725

Huntsman Advanced Materials LLC 11% 7/15/10 (h)

440

516

Huntsman ICI Holdings LLC 0% 12/31/09

695

389

Huntsman International LLC 9.875% 3/1/09

1,020

1,109

JohnsonDiversey Holdings, Inc. 0% 5/15/13 (d)

645

558

Lubrizol Corp.:

5.5% 10/1/14

1,110

1,139

6.5% 10/1/34

2,020

2,177

Lyondell Chemical Co. 9.5% 12/15/08

1,830

1,976

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

1,000

1,113

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Chemicals - continued

PolyOne Corp.:

8.875% 5/1/12

$ 410

$ 438

10.625% 5/15/10

790

875

14,310

Construction Materials - 0.0%

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

1,900

1,876

Texas Industries, Inc. 10.25% 6/15/11

1,930

2,239

4,115

Containers & Packaging - 0.1%

BWAY Corp. 10% 10/15/10

820

879

Crown European Holdings SA 10.875% 3/1/13

1,150

1,351

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14 (h)

460

462

8.875% 2/15/09

1,280

1,382

Owens-Illinois, Inc.:

7.35% 5/15/08

1,560

1,630

7.8% 5/15/18

1,040

1,071

8.1% 5/15/07

615

649

Sealed Air Corp.:

5.625% 7/15/13 (h)

810

841

6.875% 7/15/33 (h)

1,695

1,879

10,144

Metals & Mining - 0.1%

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

745

736

Compass Minerals International, Inc. 0% 12/15/12 (d)

1,140

980

CSN Islands VIII Corp. 9.75% 12/16/13 (h)

740

786

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

530

555

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

805

869

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

3,590

3,662

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

1,355

1,382

8,970

Paper & Forest Products - 0.1%

Boise Cascade LLC/Boise Cascade Finance Corp. 7.125% 10/15/14 (h)

210

219

Georgia-Pacific Corp.:

7.5% 5/15/06

1,205

1,259

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Paper & Forest Products - continued

Georgia-Pacific Corp.: - continued

8% 1/15/24

$ 1,170

$ 1,369

8.125% 5/15/11

1,000

1,150

9.5% 12/1/11

580

713

International Paper Co.:

4.25% 1/15/09

995

997

5.5% 1/15/14

2,500

2,619

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

1,290

1,358

Stone Container Corp. 9.75% 2/1/11

1,345

1,466

Weyerhaeuser Co. 5.25% 12/15/09

1,457

1,515

12,665

TOTAL MATERIALS

50,204

TELECOMMUNICATION SERVICES - 1.6%

Diversified Telecommunication Services - 1.3%

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

7,500

9,265

BellSouth Corp.:

4.2% 9/15/09

4,575

4,566

4.75% 11/15/12

6,500

6,557

6.55% 6/15/34

5,000

5,549

British Telecommunications PLC:

8.375% 12/15/10

3,930

4,699

8.875% 12/15/30

4,565

6,248

Deutsche Telekom International Finance BV:

5.25% 7/22/13

2,585

2,666

8.25% 6/15/05

2,350

2,393

8.5% 6/15/10

5,535

6,569

8.75% 6/15/30

3,460

4,681

France Telecom SA 8.5% 3/1/11

7,635

9,111

Koninklijke KPN NV yankee 8% 10/1/10

7,800

9,156

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

2,925

3,114

New Skies Satellites BV 7.4375% 11/1/11 (h)(k)

1,750

1,820

NTL Cable PLC 8.75% 4/15/14 (h)

665

741

Primus Telecommunications Group, Inc. 8% 1/15/14

795

672

Qwest Capital Funding, Inc.:

7% 8/3/09

1,340

1,300

7.75% 8/15/06

3,525

3,604

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Qwest Communications International, Inc. 7.75% 2/15/14 (h)

$ 1,660

$ 1,689

Qwest Corp. 9.125% 3/15/12 (h)

905

1,029

SBC Communications, Inc.:

5.1% 9/15/14

6,750

6,799

5.875% 8/15/12

4,000

4,292

Sprint Capital Corp.:

7.625% 1/30/11

8,000

9,244

8.375% 3/15/12

3,000

3,635

Telecom Italia Capital:

4% 11/15/08

500

496

4.95% 9/30/14 (h)

5,000

4,945

5.25% 11/15/13

2,000

2,037

6% 9/30/34 (h)

5,100

5,150

Telefonica Europe BV 7.75% 9/15/10

6,000

6,992

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

3,500

3,509

TELUS Corp. yankee 7.5% 6/1/07

11,770

12,709

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

10,535

12,024

Verizon New York, Inc.:

6.875% 4/1/12

7,725

8,669

7.375% 4/1/32

3,250

3,826

169,756

Wireless Telecommunication Services - 0.3%

AT&T Wireless Services, Inc.:

7.875% 3/1/11

10,380

12,204

8.75% 3/1/31

5,000

6,877

Centennial Communications Corp./Centennial Cellular Operating Co. LLC/Centennial Puerto Rico Operations Corp. 8.125% 2/1/14 (k)

1,130

1,195

Crown Castle International Corp.:

Series B, 7.5% 12/1/13

670

709

10.75% 8/1/11

460

499

DirecTV Holdings LLC/DirecTV Financing, Inc. 8.375% 3/15/13

585

655

Intelsat Ltd.:

6.5% 11/1/13

755

630

7.625% 4/15/12

870

790

7.7938% 1/15/12 (h)(k)

730

752

8.625% 1/15/15 (h)

1,190

1,239

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Millicom International Cellular SA 10% 12/1/13 (h)

$ 1,170

$ 1,217

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

2,000

2,205

Nextel Partners, Inc. 8.125% 7/1/11

495

546

Rogers Communications, Inc.:

5.525% 12/15/10 (k)

450

473

6.375% 3/1/14

1,500

1,504

7.25% 12/15/12

290

309

7.5% 3/15/15

740

788

8% 12/15/12

330

351

Western Wireless Corp. 9.25% 7/15/13

920

1,071

34,014

TOTAL TELECOMMUNICATION SERVICES

203,770

UTILITIES - 0.9%

Electric Utilities - 0.4%

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

1,255

1,393

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

3,080

3,192

Detroit Edison Co. 5.2% 10/15/12

4,000

4,177

Duke Capital LLC:

6.25% 2/15/13

5,000

5,426

6.75% 2/15/32

3,530

3,959

Exelon Corp. 6.75% 5/1/11

2,040

2,277

FirstEnergy Corp.:

5.5% 11/15/06

2,830

2,910

6.45% 11/15/11

460

499

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

1,250

1,248

Nevada Power Co.:

5.875% 1/15/15 (h)

260

261

10.875% 10/15/09

570

650

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

1,660

1,840

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

2,195

2,429

Pacific Gas & Electric Co.:

4.2% 3/1/11

1,095

1,082

4.8% 3/1/14

1,450

1,453

Progress Energy, Inc. 7.1% 3/1/11

8,065

9,071

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

4,035

4,272

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

360

374

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utilities - continued

Southern California Edison Co.:

4.65% 4/1/15

$ 2,000

$ 1,974

5% 1/15/14

2,515

2,569

TECO Energy, Inc.:

6.125% 5/1/07

915

938

10.5% 12/1/07

1,425

1,635

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

610

630

54,259

Gas Utilities - 0.1%

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

1,550

1,755

NiSource Finance Corp. 7.875% 11/15/10

4,389

5,148

Sonat, Inc.:

6.625% 2/1/08

1,385

1,406

6.75% 10/1/07

825

855

7.625% 7/15/11

235

241

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

4,320

4,950

14,355

Multi-Utilities & Unregulated Power - 0.4%

AES Corp.:

8.5% 11/1/07

236

240

8.75% 6/15/08

347

375

8.75% 5/15/13 (h)

1,135

1,273

8.875% 2/15/11

558

622

9% 5/15/15 (h)

500

566

9.375% 9/15/10

1,143

1,294

9.5% 6/1/09

2,802

3,138

Calpine Corp. 8.41% 7/15/07 (h)(k)

1,197

1,062

CMS Energy Corp.:

7.75% 8/1/10

1,075

1,157

8.5% 4/15/11

610

681

8.9% 7/15/08

3,640

3,986

9.875% 10/15/07

1,605

1,774

Constellation Energy Group, Inc.:

6.35% 4/1/07

4,410

4,638

7% 4/1/12

2,855

3,266

Dominion Resources, Inc.:

6.25% 6/30/12

5,765

6,336

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Multi-Utilities & Unregulated Power - continued

Dominion Resources, Inc.: - continued

8.125% 6/15/10

$ 7,876

$ 9,233

NRG Energy, Inc. 8% 12/15/13 (h)

1,700

1,823

Reliant Energy, Inc.:

6.75% 12/15/14

730

708

9.25% 7/15/10

735

812

42,984

TOTAL UTILITIES

111,598

TOTAL NONCONVERTIBLE BONDS

1,026,373

TOTAL CORPORATE BONDS

(Cost $1,053,932)

1,080,766

U.S. Government and Government Agency Obligations - 9.6%

U.S. Government Agency Obligations - 3.0%

Fannie Mae:

3.125% 7/15/06

190,000

189,456

4.625% 10/15/13

20,000

20,322

5.125% 1/2/14

8,800

9,067

6% 5/15/11

6,920

7,597

6.125% 3/15/12

11,499

12,775

6.25% 2/1/11

8,695

9,530

Federal Home Loan Bank 3.375% 2/23/07

1,995

1,990

Freddie Mac:

2.375% 2/15/07

2,005

1,962

2.75% 8/15/06

12,000

11,893

3.625% 9/15/08

25,000

24,876

4.5% 1/15/14

30,900

31,044

5.25% 11/5/12

2,810

2,852

5.75% 1/15/12

25,000

27,199

5.875% 3/21/11

23,295

25,128

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

375,691

U.S. Government and Government Agency Obligations - continued

Principal Amount (000s)

Value (Note 1) (000s)

U.S. Treasury Inflation Protected Obligations - 1.3%

U.S. Treasury Inflation-Indexed Notes 2% 1/15/14

$ 161,254

$ 166,829

U.S. Treasury Obligations - 5.3%

U.S. Treasury Bills, yield at date of purchase 2.37% to 2.39% 4/21/05

115,000

114,393

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

151,890

184,202

U.S. Treasury Notes:

1.625% 4/30/05

10,000

9,978

2% 8/31/05

45,000

44,794

2.375% 8/31/06

37,377

36,921

2.5% 5/31/06

143,503

142,421

2.75% 7/31/06

38,000

37,786

3.375% 12/15/08

43,000

42,714

3.625% 7/15/09

49,974

49,925

TOTAL U.S. TREASURY OBLIGATIONS

663,134

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,190,785)

1,205,654

U.S. Government Agency - Mortgage Securities - 9.9%

Fannie Mae - 9.2%

3.737% 1/1/35 (k)

1,018

1,019

3.827% 12/1/34 (k)

200

200

3.83% 1/1/35 (k)

725

726

3.836% 6/1/33 (k)

499

498

3.878% 6/1/33 (k)

3,040

3,040

3.88% 11/1/34 (k)

4,347

4,358

3.913% 12/1/34 (k)

625

628

3.939% 10/1/34 (k)

924

931

3.971% 11/1/34 (k)

1,339

1,350

3.98% 1/1/35 (k)

925

930

3.987% 12/1/34 (k)

860

867

4% 4/1/19 to 11/1/19

54,859

53,740

4% 2/1/20 (i)

90,000

87,975

4% 1/1/35 (k)

575

579

4.017% 12/1/34 (k)

4,725

4,700

4.021% 12/1/34 (k)

700

703

4.025% 1/1/35 (k)

1,250

1,257

4.029% 1/1/35 (k)

300

302

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - continued

4.038% 12/1/34 (k)

$ 439

$ 445

4.048% 1/1/35 (k)

600

603

4.052% 2/1/35 (k)

600

604

4.072% 12/1/34 (k)

1,175

1,195

4.105% 1/1/35 (k)

1,286

1,299

4.118% 1/1/35 (k)

1,355

1,365

4.118% 2/1/35 (k)

425

428

4.12% 2/1/35 (k)

1,150

1,159

4.127% 1/1/35 (k)

1,322

1,331

4.128% 2/1/35 (k)

2,350

2,367

4.145% 2/1/35 (k)

1,425

1,418

4.17% 11/1/34 (k)

1,170

1,179

4.197% 1/1/35 (k)

1,075

1,085

4.2% 1/1/35 (k)

2,603

2,627

4.23% 11/1/34 (k)

400

405

4.324% 12/1/34 (k)

425

432

4.437% 11/1/34 (k)

10,840

11,061

4.5% 2/1/20 (i)

51,000

50,857

4.5% 6/1/33 to 3/1/34

136,526

133,498

4.551% 8/1/34 (k)

1,567

1,610

4.826% 1/1/35 (k)

2,200

2,193

5% 10/1/17 to 12/1/34

293,933

295,525

5% 2/1/35 (i)

100,000

99,625

5% 2/10/35 (i)

25,000

24,906

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

108,404

111,618

5.5% 2/1/20 (i)

26,349

27,173

5.5% 2/1/35 (i)

33,298

33,860

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

25,262

26,400

6% 2/1/35 (i)

10,890

11,247

6.5% 4/1/06 to 8/1/34

84,186

88,401

6.5% 2/1/20 (i)(j)

34,432

36,423

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

24,138

25,578

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

3,267

3,506

8% 9/1/17

15

16

TOTAL FANNIE MAE

1,165,242

Freddie Mac - 0.4%

4% 2/1/20 (i)

40,000

39,113

4.232% 1/1/35 (k)

1,150

1,159

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Freddie Mac - continued

4.364% 1/1/35 (k)

$ 2,550

$ 2,575

4.985% 8/1/33 (k)

525

537

TOTAL FREDDIE MAC

43,384

Government National Mortgage Association - 0.3%

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

7,305

7,503

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

9,868

10,412

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

16,423

17,463

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

1,987

2,136

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

148

161

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

94

105

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

36

41

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

37,821

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,236,088)

1,246,447

Asset-Backed Securities - 0.9%

ACE Securities Corp. Series 2003-FM1 Class M2, 4.38% 11/25/32 (k)

1,490

1,521

American Express Credit Account Master Trust:

Series 2001-6 Class B, 2.83% 12/15/08 (k)

5,200

5,215

Series 2004-C Class C, 2.98% 2/15/12 (h)(k)

6,000

6,011

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2003-HE2 Class A2, 2.86% 4/15/33 (k)

1,481

1,482

Series 2003-HE7 Class A3, 2.84% 12/15/33 (k)

2,877

2,886

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

6,000

6,055

Capital One Multi-Asset Execution Trust:

Series 2003-B1 Class B1, 3.65% 2/17/09 (k)

5,090

5,149

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

2,675

2,673

Series 2003-B4 Class B4, 3.28% 7/15/11 (k)

3,035

3,092

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

6,215

6,167

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

3,500

3,486

CDC Mortgage Capital Trust Series 2003-HE2 Class M2, 4.43% 10/25/33 (k)

1,265

1,309

Chase Credit Card Owner Trust Series 2004-1 Class B, 2.68% 5/15/09 (k)

2,425

2,425

Asset-Backed Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Citibank Credit Card Issuance Trust Series 2000-C2 Class C2, 3.31% 10/15/07 (k)

$ 7,500

$ 7,516

Fieldstone Mortgage Investment Corp. Series 2003-1:

Class M1, 3.21% 11/25/33 (k)

700

708

Class M2, 4.28% 11/25/33 (k)

300

309

Ford Credit Auto Owner Trust Series 2005-A Class A4, 3.77% 10/15/09

3,250

3,244

Home Equity Asset Trust:

Series 2003-2:

Class A2, 2.91% 8/25/33 (k)

299

300

Class M1, 3.41% 8/25/33 (k)

1,130

1,145

Series 2003-4:

Class M1, 3.33% 10/25/33 (k)

1,670

1,687

Class M2, 4.43% 10/25/33 (k)

1,980

2,011

Home Equity Asset Trust NIMS Trust:

Series 2003-2N Class A, 8% 9/27/33 (h)

109

109

Series 2003-5N Class A, 7.5% 1/27/34 (h)

59

59

Household Home Equity Loan Trust Series 2002-2 Class A, 2.8% 4/20/32 (k)

1,980

1,984

Long Beach Mortgage Loan Trust Series 2003-3:

Class M1, 3.28% 7/25/33 (k)

3,770

3,808

Class M2, 4.38% 7/25/33 (k)

1,925

1,971

MBNA Credit Card Master Note Trust:

Series 2003-B3 Class B3, 2.855% 1/18/11 (k)

3,342

3,361

Series 2003-B5 Class B5, 2.85% 2/15/11 (k)

4,855

4,897

Morgan Stanley ABS Capital I, Inc.:

Series 2002-HE3 Class M1, 3.63% 12/27/32 (k)

940

954

Series 2003-HE1 Class M2, 4.43% 5/25/33 (k)

2,310

2,341

Series 2003-NC8 Class M1, 3.23% 9/25/33 (k)

1,120

1,129

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC4 Class M1, 3.53% 1/25/32 (k)

1,943

1,957

Series 2002-NC1 Class M1, 3.33% 2/25/32 (h)(k)

1,760

1,776

Series 2002-NC3 Class M1, 3.25% 8/25/32 (k)

765

774

Series 2003-NC2 Class M2, 4.53% 2/25/33 (k)

1,320

1,352

New Century Home Equity Loan Trust Series 2003-2 Class A2, 2.96% 1/25/33 (k)

740

741

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

4,700

4,668

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

3,375

3,374

Sears Credit Account Master Trust II:

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

7,895

8,061

Series 2002-4 Class A, 2.61% 8/18/09 (k)

4,200

4,203

Asset-Backed Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 2.93% 3/15/11 (h)(k)

$ 4,320

$ 4,331

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

3,015

3,015

TOTAL ASSET-BACKED SECURITIES

(Cost $118,509)

119,256

Collateralized Mortgage Obligations - 0.6%

Private Sponsor - 0.3%

Adjustable Rate Mortgage Trust floater Series 2004-4 Class 5A2, 2.93% 3/25/35 (k)

3,195

3,198

Bank of America Mortgage Securities, Inc.:

Series 2003-K:

Class 1A1, 3.3767% 12/25/33 (k)

1,064

1,060

Class 2A1, 4.2095% 12/25/33 (k)

3,210

3,208

Series 2003-L Class 2A1, 4.0234% 1/25/34 (k)

3,089

3,077

Series 2004-B:

Class 1A1, 3.4286% 3/25/34 (k)

5,388

5,345

Class 2A2, 4.148% 3/25/34 (k)

2,510

2,485

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

996

1,018

Residential Asset Mortgage Products, Inc. sequential pay:

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

2,093

2,139

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

1,056

1,082

Residential Finance LP/Residential Finance Development Corp. floater:

Series 2003-B:

Class B3, 3.97% 7/10/35 (h)(k)

3,703

3,779

Class B4, 4.17% 7/10/35 (h)(k)

2,826

2,883

Class B5, 4.77% 7/10/35 (h)(k)

2,631

2,683

Class B6, 5.27% 7/10/35 (h)(k)

1,169

1,193

Series 2003-CB1:

Class B3, 3.87% 6/10/35 (h)(k)

1,305

1,327

Class B4, 4.07% 6/10/35 (h)(k)

1,163

1,183

Class B5, 4.67% 6/10/35 (h)(k)

793

810

Class B6, 5.17% 6/10/35 (h)(k)

472

484

Collateralized Mortgage Obligations - continued

Principal Amount (000s)

Value (Note 1) (000s)

Private Sponsor - continued

Residential Funding Securities Corp. Series 2003-RP2 Class A1, 2.98% 6/25/33 (h)(k)

$ 2,562

$ 2,572

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

775

805

TOTAL PRIVATE SPONSOR

40,331

U.S. Government Agency - 0.3%

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

2,590

2,762

Fannie Mae guaranteed REMIC pass thru certificates planned amortization class Series 2001-53 Class OH, 6.5% 6/25/30

12

12

Freddie Mac planned amortization class Series 2355 Class CD, 6.5% 6/15/30

40

41

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

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

12,058

11,987

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

3,935

3,954

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

3,735

3,780

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

5,030

5,047

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

4,817

4,759

Ginnie Mae guaranteed Multi-family pass thru securities sequential pay Series 2002-35 Class C, 5.8832% 10/16/23 (k)

685

730

TOTAL U.S. GOVERNMENT AGENCY

33,072

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $73,356)

73,403

Commercial Mortgage Securities - 0.9%

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

7,000

6,906

Bayview Commercial Asset Trust floater Series 2004-3:

Class A1, 2.9% 1/25/35 (h)(k)

4,319

4,321

Class A2, 2.95% 1/25/35 (h)(k)

645

646

Class M1, 3.03% 1/25/35 (h)(k)

745

745

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

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

1,030

1,050

Commercial Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

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

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

$ 2,140

$ 2,184

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

780

797

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

2,420

2,466

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

580

591

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 0.6234% 5/15/35 (h)(k)(l)

57,824

3,285

COMM floater Series 2002-FL7 Class A2, 2.83% 11/15/14 (h)(k)

883

883

Commercial Mortgage pass thru certificates floater Series 2004-CNL:

Class D, 3.12% 9/15/14 (h)(k)

330

330

Class E, 3.18% 9/15/14 (h)(k)

450

451

Class F, 3.28% 9/15/14 (h)(k)

355

355

Class G, 3.46% 9/15/14 (h)(k)

810

811

Class H, 3.56% 9/15/14 (h)(k)

860

861

Class J, 4.08% 9/15/14 (h)(k)

295

295

Class K, 4.48% 9/15/14 (h)(k)

460

461

Class L, 4.68% 9/15/14 (h)(k)

375

375

CS First Boston Mortgage Securities Corp.:

sequential pay:

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

446

457

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

5,000

5,692

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

2,800

3,105

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

1,885

2,064

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

4,885

5,588

Equitable Life Assurance Society of the United States Series 174:

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

5,000

5,219

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

4,000

4,181

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

1,287

1,364

Ginnie Mae guaranteed REMIC pass thru securities sequential pay:

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

2,985

2,935

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

2,370

2,357

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

4,370

4,338

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

4,890

4,682

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

3,500

120

Commercial Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

GS Mortgage Securities Corp. II:

sequential pay:

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

$ 2,912

$ 3,261

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

2,445

2,428

Series 1998-GLII Class E, 6.9703% 4/13/31 (k)

1,220

1,275

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

1,400

1,569

LB-UBS Commercial Mortgage Trust sequential pay:

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

5,000

5,789

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

1,920

2,154

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

5,000

4,602

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

3,513

3,736

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

9,000

9,546

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

8,060

8,097

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $110,657)

112,372

Foreign Government and Government Agency Obligations - 0.5%

Chilean Republic 7.125% 1/11/12

6,700

7,704

Italian Republic 4.5% 1/21/15

15,875

15,870

Korean Republic 4.875% 9/22/14

2,495

2,501

State of Israel 4.625% 6/15/13

770

751

United Mexican States:

4.625% 10/8/08

9,635

9,731

5.875% 1/15/14

18,435

19,080

6.75% 9/27/34

7,000

7,140

7.5% 1/14/12

6,200

7,077

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $67,644)

69,854

Supranational Obligations - 0.0%

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

2,825

3,181

Floating Rate Loans - 0.0%

Principal Amount (000s)

Value (Note 1) (000s)

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Qwest Corp. Tranche A, term loan 7.39% 6/30/07 (k)

$ 1,020

$ 1,065

UTILITIES - 0.0%

Multi-Utilities & Unregulated Power - 0.0%

AES Corp. term loan 5.22% 8/10/11 (k)

474

483

TOTAL FLOATING RATE LOANS

(Cost $1,494)

1,548

Money Market Funds - 3.5%

Shares

Fidelity Cash Central Fund, 2.31% (b)

364,938,926

364,939

Fidelity Securities Lending Cash Central Fund, 2.29% (b)(c)

74,562,000

74,562

TOTAL MONEY MARKET FUNDS

(Cost $439,501)

439,501

TOTAL INVESTMENT PORTFOLIO - 103.9%

(Cost $11,369,111)

13,095,754

NET OTHER ASSETS - (3.9)%

(486,326)

NET ASSETS - 100%

$ 12,609,428

Swap Agreements

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swap

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

Sept. 2009

$ 7,000

$ (86)

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

April 2010

15,000

214

TOTAL CREDIT DEFAULT SWAP

22,000

128

Total Return Swap

Receive monthly a return equal to Lehman Brothers CMBS US Aggregate Index and pay monthly a floating rate based on 1-month LIBOR with Deutsche Bank

June 2005

1,425

4

Receive monthly a return equal to Lehman Brothers for CMBS AAA 8.5+ Index and pay monthly a floating rate based on 1-month LIBOR minus 40 basis points with Lehman Brothers, Inc.

April 2005

5,400

70

Receive monthly a return equal to Lehman Brothers for CMBS US Aggregate Index and pay monthly a floating rate based on 1-month LIBOR with Goldman Sachs

March 2005

3,575

11

Receive quarterly a return equal to that of Banc of America Securities LLC AAA 10Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 30 basis points with Bank of America

May 2005

10,800

93

Swap Agreements - continued

Expiration Date

Notional Amount (000s)

Value (000s)

Total Return Swap - continued

Receive quarterly a return equal to that of Banc of America Securities LLC AAA 10Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 30 basis points with Bank of America

July 2005

$ 5,400

$ 15

Receive quarterly a return equal to that of Banc of America Securities LLC AAA 10Yr Commercial Mortgage-Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 27 basis points with Bank of America

June 2005

5,400

125

TOTAL TOTAL RETURN SWAP

32,000

318

$ 54,000

$ 446

Legend

(a) Non-income producing

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

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

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

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

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

(g) Affiliated company

(h) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $270,383,000 or 2.1% of net assets.

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

(j) A portion of the security is subject to a forward commitment to sell.

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

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

Other Information

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

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

19.0%

AAA,AA,A

5.2%

BBB

4.3%

BB

0.5%

B

0.6%

CCC,CC,C

0.1%

Not Rated

0.4%

Equities

69.4%

Short-Term Investments and Net Other Assets

0.5%

100.0%

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

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

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value, end of period

ATMI, Inc.

$ 32,079

$ 4,703

$ -

$ -

$ 41,611

Covad Communications Group, Inc.

24,693

3,631

-

-

26,148

Frontier Airlines, Inc.

27,960

85

-

-

30,199

Hanger Orthopedic Group, Inc.

732

7,193

-

-

10,017

LTX Corp.

26,657

542

-

-

19,613

Vastera, Inc.

4,719

-

3,617

-

-

Total

$ 116,840

$ 16,154

$ 3,617

$ 0

$ 127,588

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, 2005 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $72,101) (cost $11,369,111) - See accompanying schedule

$ 13,095,754

Commitment to sell securities on a delayed delivery basis

$ (9,520)

Receivable for securities sold on a delayed delivery basis

9,512

(8)

Receivable for investments sold, regular delivery

85,092

Cash

1,247

Receivable for fund shares sold

21,061

Dividends receivable

5,061

Interest receivable

30,549

Swap agreements, at value

446

Prepaid expenses

38

Other affiliated receivables

35

Other receivables

679

Total assets

13,239,954

Liabilities

Payable for investments purchased
Regular delivery

$ 120,157

Delayed delivery

415,490

Payable for fund shares redeemed

13,019

Accrued management fee

4,355

Other affiliated payables

2,394

Other payables and accrued expenses

549

Collateral on securities loaned, at value

74,562

Total liabilities

630,526

Net Assets

$ 12,609,428

Net Assets consist of:

Paid in capital

$ 10,743,853

Undistributed net investment income

22,375

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

116,328

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

1,726,872

Net Assets, for 715,072 shares outstanding

$ 12,609,428

Net Asset Value, offering price and redemption price per share ($12,609,428 ÷ 715,072 shares)

$ 17.63

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, 2005 (Unaudited)

Investment Income

Dividends

$ 49,756

Interest

82,095

Security lending

540

Total income

132,391

Expenses

Management fee

$ 24,632

Transfer agent fees

12,149

Accounting and security lending fees

794

Non-interested trustees' compensation

33

Appreciation in deferred trustee compensation account

10

Custodian fees and expenses

225

Registration fees

238

Audit

61

Legal

15

Miscellaneous

51

Total expenses before reductions

38,208

Expense reductions

(953)

37,255

Net investment income (loss)

95,136

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (net of foreign taxes of $(16)) (Including realized gain (loss) of $(8,421) from affiliated issuers)

171,826

Foreign currency transactions

(75)

Swap agreements

2,048

Total net realized gain (loss)

173,799

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $224)

859,110

Assets and liabilities in foreign currencies

18

Swap agreements

(236)

Delayed delivery commitments

(8)

Total change in net unrealized appreciation (depreciation)

858,884

Net gain (loss)

1,032,683

Net increase (decrease) in net assets resulting from operations

$ 1,127,819

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
January 31, 2005
(Unaudited)

Year ended
July 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 95,136

$ 160,240

Net realized gain (loss)

173,799

533,307

Change in net unrealized appreciation (depreciation)

858,884

328,787

Net increase (decrease) in net assets resulting
from operations

1,127,819

1,022,334

Distributions to shareholders from net investment income

(96,365)

(153,880)

Distributions to shareholders from net realized gain

(288,055)

-

Total distributions

(384,420)

(153,880)

Share transactions
Proceeds from sales of shares

1,698,821

3,598,599

Reinvestment of distributions

377,939

150,873

Cost of shares redeemed

(995,112)

(1,738,797)

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

1,081,648

2,010,675

Total increase (decrease) in net assets

1,825,047

2,879,129

Net Assets

Beginning of period

10,784,381

7,905,252

End of period (including undistributed net investment income of $22,375 and undistributed net investment income of $23,604, respectively)

$ 12,609,428

$ 10,784,381

Other Information

Shares

Sold

99,772

217,286

Issued in reinvestment of distributions

22,988

9,103

Redeemed

(58,404)

(105,374)

Net increase (decrease)

64,356

121,015

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

Semiannual Report

Financial Highlights

Six months ended
January 31, 2005

Years ended July 31,

(Unaudited)

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 16.57

$ 14.92

$ 13.28

$ 15.45

$ 15.33

$ 17.51

Income from Investment Operations

Net investment
income (loss)D

.14

.27

.30

.41

.47

.46

Net realized and unrealized gain (loss)

1.50

1.64

1.63

(1.99)

.61

(.18)

Total from investment operations

1.64

1.91

1.93

(1.58)

1.08

.28

Distributions from net investment income

(.14)

(.26)

(.29)

(.42)

(.47)

(.48)

Distributions from net realized gain

(.44)

-

-

(.17)

(.49)

(1.98)

Total distributions

(.58)

(.26)

(.29)

(.59)

(.96)

(2.46)

Net asset value, end of period

$ 17.63

$ 16.57

$ 14.92

$ 13.28

$ 15.45

$ 15.33

Total ReturnB,C

10.18%

12.82%

14.78%

(10.53)%

7.23%

1.82%

Ratios to Average Net AssetsE

Expenses before
expense reductions

.66%A

.67%

.70%

.69%

.67%

.67%

Expenses net of voluntary waivers, if any

.66%A

.67%

.70%

.69%

.67%

.67%

Expenses net of all reductions

.64%A

.66%

.67%

.66%

.64%

.63%

Net investment
income (loss)

1.64%A

1.63%

2.17%

2.79%

3.05%

2.98%

Supplemental Data

Net assets, end of period (in millions)

$ 12,609

$ 10,784

$ 7,905

$ 6,464

$ 6,867

$ 5,814

Portfolio turnover rate

87%A

99%

137%

150%

115%

139%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Balanced Fund (the fund) is a fund of Fidelity Puritan Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

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

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

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

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

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

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

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to swap agreements, foreign currency transactions, passive foreign investment companies (PFIC), prior period premium and discount on debt securities, market discount, partnerships, financing transactions, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation

$ 2,036,126

Unrealized depreciation

(332,309)

Net unrealized appreciation (depreciation)

$ 1,703,817

Cost for federal income tax purposes

$ 11,391,937

2. Operating Policies.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

Loans and Other Direct Debt Instruments. The fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The fund fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

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

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

Semiannual Report

2. Operating Policies - continued

Swap Agreements - continued

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. The fund may enter into credit default swaps in which the fund or its counterparty act as guarantors. By acting as the guarantor of a swap, the fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $3,014,361 and $2,525,916, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .15% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .42% of the fund's average net assets.

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

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The 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 $3,510 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $173 for the period.

5. Committed Line of Credit.

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

Semiannual Report

6. Security Lending.

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

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $841 for the period. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $4 and $108, respectively.

8. Other.

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

Semiannual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

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

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

Semiannual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)Making Changes
To Your Account

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

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

(letter_graphic)For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

3550 Tamiami Trail, South
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

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Nevada

2225 Village Walk Drive
Henderson, NV

Semiannual Report

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Investments
Money Management, Inc.

Fidelity Management & Research
(Far East) Inc.

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

Fidelity Investments Japan Limited

Fidelity International Investment
Advisers

Fidelity International Investment
Advisers (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

BAL-USAN-0305
1.789281.101

Fidelity®

Puritan®

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

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

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

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

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

(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.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2004 to January 31, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Beginning
Account Value
August 1, 2004

Ending
Account Value
January 31, 2005

Expenses Paid
During Period*
August 1, 2004
to January 31, 2005

Actual

$ 1,000.00

$ 1,065.90

$ 3.28

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,022.03

$ 3.21

*Expenses are equal to the Fund's annualized expense ratio of .63%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Five Stocks as of January 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

2.2

2.1

Bank of America Corp.

2.0

2.1

Citigroup, Inc.

1.8

1.7

American International Group, Inc.

1.7

1.8

J.P. Morgan Chase & Co.

1.5

1.7

9.2

Top Five Bond Issuers as of January 31, 2005

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Fannie Mae

9.4

9.0

U.S. Treasury Obligations

2.9

4.5

Freddie Mac

0.9

0.8

Bank of America Mortgage Securities, Inc.

0.7

0.5

Government National Mortgage Association

0.7

0.8

14.6

Top Five Market Sectors as of January 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.9

24.1

Consumer Discretionary

9.4

9.0

Energy

8.4

8.3

Industrials

8.2

8.4

Telecommunication Services

5.5

4.9

Asset Allocation (% of fund's net assets)

As of January 31, 2005 *

As of July 31, 2004 **

Stocks 63.0%

Stocks 64.2%

Bonds 30.6%

Bonds 30.9%

Convertible
Securities 1.2%

Convertible
Securities 1.2%

Other Investments 0.3%

Other Investments 0.2%

Short-Term
Investments and
Net Other Assets 4.9%

Short-Term
Investments and
Net Other Assets 3.5%



* Foreign investments

10.7%

** Foreign investments

11.0%

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

Semiannual Report

Investments January 31, 2005

Showing Percentage of Net Assets

Common Stocks - 63.0%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 7.0%

Auto Components - 0.1%

Exide Technologies warrants 3/18/06 (a)

6,789

$ 0

TRW Automotive Holdings Corp.

834,780

16,612

Automobiles - 0.2%

Toyota Motor Corp. ADR

698,300

54,600

Hotels, Restaurants & Leisure - 0.7%

Caesars Entertainment, Inc. (a)

2,580,900

49,889

McDonald's Corp.

3,535,300

114,508

MOA Hospitality, Inc. (a)

3,000

0

Wendy's International, Inc.

173,600

6,809

171,206

Household Durables - 0.6%

Koninklijke Philips Electronics NV (NY Shares)

806,900

21,044

LG Electronics, Inc.

57,190

3,933

Maytag Corp. (f)

2,184,660

34,321

Newell Rubbermaid, Inc.

3,515,300

75,649

The Stanley Works

172,800

8,218

143,165

Leisure Equipment & Products - 0.2%

Eastman Kodak Co.

1,122,000

37,127

Media - 4.0%

Clear Channel Communications, Inc.

3,789,500

122,893

Comcast Corp. Class A (a)

4,160,316

133,921

Fox Entertainment Group, Inc. Class A (a)

780,000

26,247

Knight-Ridder, Inc.

287,000

18,687

Liberty Media Corp. Class A (a)

5,509,706

57,521

Liberty Media International, Inc. Class A (a)

702,614

31,814

NTL, Inc. (a)

166,959

11,358

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

2,272,600

36,634

Time Warner, Inc. (a)

9,395,060

169,111

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

4,979,951

185,951

Vivendi Universal SA sponsored ADR (a)

1,221,100

38,636

Walt Disney Co.

3,763,090

107,737

940,510

Multiline Retail - 0.5%

Big Lots, Inc. (a)

3,049,100

34,333

Dollar Tree Stores, Inc. (a)

1,068,500

29,095

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Multiline Retail - continued

Family Dollar Stores, Inc.

945,900

$ 31,640

Sears, Roebuck & Co.

287,900

14,467

109,535

Specialty Retail - 0.5%

AnnTaylor Stores Corp. (a)

1,492,650

32,077

Gap, Inc.

1,708,900

37,613

Tiffany & Co., Inc.

690,500

21,702

Toys 'R' Us, Inc. (a)

1,764,900

37,857

129,249

Textiles, Apparel & Luxury Goods - 0.2%

Liz Claiborne, Inc.

856,560

35,924

TOTAL CONSUMER DISCRETIONARY

1,637,928

CONSUMER STAPLES - 4.2%

Beverages - 0.4%

Anheuser-Busch Companies, Inc.

2,120,200

104,271

Food & Staples Retailing - 0.8%

Albertsons, Inc.

973,000

22,262

CVS Corp.

1,173,700

54,401

Wal-Mart Stores, Inc.

1,895,500

99,324

175,987

Food Products - 0.6%

General Mills, Inc.

375,800

19,914

H.J. Heinz Co.

380,900

14,402

Kraft Foods, Inc. Class A

1,384,500

47,045

Sara Lee Corp.

458,500

10,766

Unilever PLC sponsored ADR

1,348,700

51,655

143,782

Household Products - 1.4%

Colgate-Palmolive Co.

3,230,900

169,751

Kimberly-Clark Corp.

1,587,400

103,991

Procter & Gamble Co.

1,042,720

55,504

329,246

Personal Products - 0.4%

Gillette Co.

1,804,300

91,514

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Tobacco - 0.6%

Altria Group, Inc.

2,129,140

$ 135,903

TOTAL CONSUMER STAPLES

980,703

ENERGY - 7.4%

Energy Equipment & Services - 1.6%

Baker Hughes, Inc.

1,856,300

80,378

BJ Services Co.

725,100

34,841

Halliburton Co.

963,300

39,621

Noble Corp.

1,095,350

58,437

Schlumberger Ltd. (NY Shares)

2,371,800

161,377

Tokheim Corp. (a)

47,760

0

374,654

Oil & Gas - 5.8%

Apache Corp.

948,610

51,623

Ashland, Inc.

102,000

6,261

BP PLC sponsored ADR

3,521,426

209,947

ChevronTexaco Corp.

3,414,000

185,722

Exxon Mobil Corp.

10,106,224

521,481

Royal Dutch Petroleum Co. (NY Shares)

899,800

52,611

Total SA:

Series B

429,200

92,321

sponsored ADR

2,399,600

258,077

1,378,043

TOTAL ENERGY

1,752,697

FINANCIALS - 18.2%

Capital Markets - 3.1%

Bank of New York Co., Inc.

4,526,500

134,482

Charles Schwab Corp.

7,654,300

86,034

Credit Suisse Group sponsored ADR

644,800

26,005

Janus Capital Group, Inc.

3,173,300

47,060

LaBranche & Co., Inc. (a)

714,600

7,132

Mellon Financial Corp.

2,281,600

66,965

Merrill Lynch & Co., Inc.

2,345,800

140,912

Morgan Stanley

2,900,240

162,297

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Capital Markets - continued

Nomura Holdings, Inc.

2,384,000

$ 31,540

State Street Corp.

523,000

23,436

725,863

Commercial Banks - 4.5%

Bank of America Corp.

10,096,624

468,180

Comerica, Inc.

991,400

57,362

Lloyds TSB Group PLC

3,077,099

28,760

Royal Bank of Scotland Group PLC

849,444

28,173

State Bank of India

636,977

10,244

Sumitomo Mitsui Financial Group, Inc.

1,720

12,050

U.S. Bancorp, Delaware

2,566,850

77,134

Wachovia Corp.

4,050,041

222,145

Wells Fargo & Co.

2,475,000

151,718

1,055,766

Consumer Finance - 0.7%

American Express Co.

1,904,301

101,594

MBNA Corp.

1,723,500

45,811

MoneyGram International, Inc.

1,215,700

23,585

170,990

Diversified Financial Services - 3.5%

CIT Group, Inc.

1,269,400

51,246

Citigroup, Inc.

8,675,692

425,543

J.P. Morgan Chase & Co.

9,237,152

344,823

821,612

Insurance - 4.7%

ACE Ltd.

2,932,177

127,256

Allianz AG sponsored ADR

1,510,000

17,909

Allstate Corp.

2,658,500

134,095

American International Group, Inc.

5,893,837

390,702

Assurant, Inc.

135,300

4,401

Conseco, Inc. (a)

1,693,600

32,263

Fondiaria-Sai Spa (f)

296,069

7,540

Genworth Financial, Inc. Class A

1,465,700

38,885

Hartford Financial Services Group, Inc.

1,495,000

100,599

Marsh & McLennan Companies, Inc.

1,069,000

34,743

Muenchener Rueckversicherungs-Gesellschaft AG (Reg.)

110,874

12,669

Old Republic International Corp.

777,504

18,038

St. Paul Travelers Companies, Inc.

3,428,237

128,696

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Insurance - continued

The Chubb Corp.

415,500

$ 30,946

XL Capital Ltd. Class A

316,000

23,630

1,102,372

Real Estate - 0.0%

CarrAmerica Realty Corp.

269,460

8,178

Thrifts & Mortgage Finance - 1.7%

Fannie Mae

3,963,050

255,934

Freddie Mac

992,500

64,800

Housing Development Finance Corp. Ltd.

1,659,200

29,580

MGIC Investment Corp.

266,800

17,049

Sovereign Bancorp, Inc.

1,849,950

42,068

409,431

TOTAL FINANCIALS

4,294,212

HEALTH CARE - 4.7%

Health Care Equipment & Supplies - 0.7%

Baxter International, Inc.

4,187,900

141,384

Thermo Electron Corp. (a)

724,240

21,684

163,068

Health Care Providers & Services - 0.8%

Cardinal Health, Inc.

950,400

53,527

HCA, Inc.

451,300

20,092

McKesson Corp.

1,761,300

60,747

Tenet Healthcare Corp. (a)

3,203,200

31,808

UnitedHealth Group, Inc.

358,200

31,844

198,018

Pharmaceuticals - 3.2%

Abbott Laboratories

1,242,600

55,942

Bristol-Myers Squibb Co.

3,395,900

79,600

GlaxoSmithKline PLC sponsored ADR

586,500

26,140

Johnson & Johnson

2,796,100

180,908

Merck & Co., Inc.

3,490,600

97,911

Pfizer, Inc.

4,878,200

117,857

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Schering-Plough Corp.

5,143,100

$ 95,456

Wyeth

2,310,200

91,553

745,367

TOTAL HEALTH CARE

1,106,453

INDUSTRIALS - 7.5%

Aerospace & Defense - 2.2%

EADS NV

2,091,016

63,911

Honeywell International, Inc.

4,005,600

144,121

Lockheed Martin Corp.

1,960,300

113,325

Northrop Grumman Corp.

1,325,060

68,744

Raytheon Co.

388,140

14,516

The Boeing Co.

1,163,700

58,883

United Technologies Corp.

555,200

55,898

519,398

Air Freight & Logistics - 0.0%

Ryder System, Inc.

165,600

7,543

Airlines - 0.2%

Continental Airlines, Inc. Class B (a)

1,143

12

Southwest Airlines Co.

2,153,900

31,188

31,200

Commercial Services & Supplies - 0.2%

Waste Management, Inc.

1,884,500

54,651

Construction & Engineering - 0.1%

Fluor Corp.

539,500

28,885

Electrical Equipment - 0.2%

Emerson Electric Co.

804,200

54,074

Industrial Conglomerates - 2.4%

3M Co.

455,800

38,451

General Electric Co.

5,808,500

209,861

Hutchison Whampoa Ltd.

1,942,000

17,678

Siemens AG sponsored ADR

336,900

26,753

Textron, Inc.

909,500

65,466

Tyco International Ltd.

5,582,124

201,738

559,947

Machinery - 1.6%

Caterpillar, Inc.

688,000

61,301

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Machinery - continued

Deere & Co.

262,850

$ 18,250

Dover Corp.

1,146,800

43,922

Eaton Corp.

228,200

15,515

Illinois Tool Works, Inc.

238,700

20,762

Ingersoll-Rand Co. Ltd. Class A

1,282,800

95,415

Navistar International Corp. (a)

692,405

26,948

SPX Corp.

2,078,500

87,089

369,202

Road & Rail - 0.6%

Burlington Northern Santa Fe Corp.

1,598,400

77,011

Union Pacific Corp.

1,083,600

64,583

141,594

TOTAL INDUSTRIALS

1,766,494

INFORMATION TECHNOLOGY - 4.8%

Communications Equipment - 0.6%

Cisco Systems, Inc. (a)

976,500

17,616

Lucent Technologies, Inc. (a)

6,559,400

21,384

Motorola, Inc.

5,108,353

80,405

Nokia Corp. sponsored ADR

1,605,900

24,538

143,943

Computers & Peripherals - 1.1%

Hewlett-Packard Co.

5,161,002

101,104

International Business Machines Corp.

1,182,700

110,488

Storage Technology Corp. (a)

961,190

30,268

Sun Microsystems, Inc. (a)

5,462,925

23,818

265,678

Electronic Equipment & Instruments - 0.6%

Agilent Technologies, Inc. (a)

1,377,700

30,461

Arrow Electronics, Inc. (a)

1,120,700

26,460

Avnet, Inc. (a)

2,134,470

38,250

Solectron Corp. (a)

7,482,900

37,190

132,361

IT Services - 0.1%

Ceridian Corp. (a)

1,469,200

26,005

Office Electronics - 0.2%

Xerox Corp. (a)

2,764,500

43,900

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 1.5%

Analog Devices, Inc.

1,671,000

$ 59,972

Applied Materials, Inc. (a)

2,410,500

38,327

Freescale Semiconductor, Inc. Class B (a)

2,047,238

35,765

Intel Corp.

4,918,500

110,420

Micron Technology, Inc. (a)

2,711,100

28,223

National Semiconductor Corp.

1,058,900

17,927

Rohm Co. Ltd.

216,300

19,684

Samsung Electronics Co. Ltd.

75,040

36,186

Teradyne, Inc. (a)

456,700

6,408

352,912

Software - 0.7%

Microsoft Corp.

5,217,200

137,108

Symantec Corp. (a)

688,767

16,083

153,191

TOTAL INFORMATION TECHNOLOGY

1,117,990

MATERIALS - 3.9%

Chemicals - 1.8%

Air Products & Chemicals, Inc.

544,500

32,076

Albemarle Corp.

257,100

9,027

Arch Chemicals, Inc.

531,200

14,629

Celanese Corp. Class A

853,500

13,767

Dow Chemical Co.

2,709,000

134,637

Eastman Chemical Co.

647,000

35,035

Great Lakes Chemical Corp.

879,300

23,257

Lubrizol Corp.

292,100

10,524

Lyondell Chemical Co.

3,282,274

96,565

Olin Corp.

771,700

17,186

PolyOne Corp. (a)

1,773,200

15,338

Praxair, Inc.

717,400

30,956

432,997

Containers & Packaging - 0.2%

Amcor Ltd.

1,579,500

8,688

Smurfit-Stone Container Corp. (a)

3,485,607

52,424

61,112

Metals & Mining - 1.1%

Alcan, Inc.

1,278,500

50,983

Alcoa, Inc.

3,516,300

103,766

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Metals & Mining - continued

Freeport-McMoRan Copper & Gold, Inc. Class B

1,111,066

$ 40,898

Novelis, Inc.

255,700

5,701

Phelps Dodge Corp.

530,400

51,078

252,426

Paper & Forest Products - 0.8%

Bowater, Inc.

574,900

21,846

Georgia-Pacific Corp.

1,823,800

58,544

International Paper Co.

1,340,000

52,461

Weyerhaeuser Co.

761,300

47,505

180,356

TOTAL MATERIALS

926,891

TELECOMMUNICATION SERVICES - 3.5%

Diversified Telecommunication Services - 3.1%

BellSouth Corp.

7,295,070

191,423

Qwest Communications International, Inc. (a)

5,585,400

23,459

SBC Communications, Inc.

9,760,687

231,914

Sprint Corp.

1,573,800

37,504

Telewest Global, Inc. (a)

1,391,195

23,442

Verizon Communications, Inc.

6,318,100

224,861

732,603

Wireless Telecommunication Services - 0.4%

Crown Castle International Corp. (a)

1,228,600

20,149

DigitalGlobe, Inc. (a)(g)

15,842

16

KDDI Corp.

4,127

21,068

Vodafone Group PLC sponsored ADR

1,549,600

40,259

81,492

TOTAL TELECOMMUNICATION SERVICES

814,095

UTILITIES - 1.8%

Electric Utilities - 1.0%

Entergy Corp.

1,031,800

71,731

FirstEnergy Corp.

576,100

22,906

PG&E Corp. (a)

592,000

20,720

TXU Corp.

763,819

52,856

Wisconsin Energy Corp.

1,914,700

65,444

233,657

Common Stocks - continued

Shares

Value (Note 1) (000s)

UTILITIES - continued

Gas Utilities - 0.0%

AGL Resources, Inc.

118,200

$ 4,096

Multi-Utilities & Unregulated Power - 0.8%

Dominion Resources, Inc.

1,649,200

114,421

NorthWestern Energy Corp. (a)

273,600

7,759

Public Service Enterprise Group, Inc.

1,379,000

72,742

194,922

TOTAL UTILITIES

432,675

TOTAL COMMON STOCKS

(Cost $11,968,035)

14,830,138

Preferred Stocks - 0.7%

Convertible Preferred Stocks - 0.7%

CONSUMER DISCRETIONARY - 0.2%

Automobiles - 0.1%

General Motors Corp.:

Series B, 5.25%

501,100

11,074

Series C, 6.25%

369,100

9,283

20,357

Hotels, Restaurants & Leisure - 0.1%

Six Flags, Inc. 7.25% PIERS

485,200

10,480

TOTAL CONSUMER DISCRETIONARY

30,837

FINANCIALS - 0.3%

Capital Markets - 0.0%

State Street Corp. 6.75%

36,750

7,510

Consumer Finance - 0.1%

Ford Motor Co. Capital Trust II 6.50%

561,900

28,066

Insurance - 0.2%

Conseco, Inc. Series B, 5.50%

194,000

4,866

The Chubb Corp.:

7.00%

227,700

6,427

Series B, 7.00%

173,900

4,977

Preferred Stocks - continued

Shares

Value (Note 1) (000s)

Convertible Preferred Stocks - continued

FINANCIALS - continued

Insurance - continued

Travelers Property Casualty Corp. 4.50%

289,800

$ 6,663

XL Capital Ltd. 6.50%

546,200

13,250

36,183

TOTAL FINANCIALS

71,759

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.0%

Baxter International, Inc. 7.00%

215,800

11,755

Pharmaceuticals - 0.1%

Schering-Plough Corp. 6.00%

255,700

13,122

TOTAL HEALTH CARE

24,877

INFORMATION TECHNOLOGY - 0.1%

Office Electronics - 0.1%

Xerox Corp. Series C, 6.25%

198,572

27,366

MATERIALS - 0.0%

Chemicals - 0.0%

Celanese Corp. 4.25%

8,700

219

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Cincinnati Bell, Inc. Series B, 6.75%

96,900

3,968

UTILITIES - 0.0%

Multi-Utilities & Unregulated Power - 0.0%

Aquila, Inc. 6.75%

120,000

4,111

TOTAL CONVERTIBLE PREFERRED STOCKS

163,137

Nonconvertible Preferred Stocks - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Spanish Broadcasting System, Inc. Class B, 10.75%

1,421

1,549

Preferred Stocks - continued

Shares

Value (Note 1) (000s)

Nonconvertible Preferred Stocks - continued

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

Fresenius Medical Care Capital Trust II 7.875%

3,790

$ 4,184

Thrifts & Mortgage Finance - 0.0%

Fannie Mae 7.00%

84,400

4,790

TOTAL FINANCIALS

8,974

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

PTV, Inc. Series A, 10.00%

187

1

UTILITIES - 0.0%

Electric Utilities - 0.0%

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

20,721

2,099

TOTAL NONCONVERTIBLE PREFERRED STOCKS

12,623

TOTAL PREFERRED STOCKS

(Cost $170,912)

175,760

Corporate Bonds - 12.0%

Principal Amount (000s)

Convertible Bonds - 0.5%

CONSUMER DISCRETIONARY - 0.3%

Hotels, Restaurants & Leisure - 0.0%

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

$ 15,280

9,512

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

4,900

4,802

14,314

Media - 0.2%

Liberty Media Corp.:

4% 11/15/29 (g)

17,982

12,945

3.5% 1/15/31 (g)

14,140

12,585

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

28,330

16,375

41,905

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Convertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Specialty Retail - 0.1%

Gap, Inc. 5.75% 3/15/09

$ 11,570

$ 15,876

TOTAL CONSUMER DISCRETIONARY

72,095

FINANCIALS - 0.1%

Diversified Financial Services - 0.0%

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

3,320

3,358

Insurance - 0.1%

Loews Corp. 3.125% 9/15/07

6,940

6,793

TOTAL FINANCIALS

10,151

INDUSTRIALS - 0.1%

Industrial Conglomerates - 0.1%

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

7,030

11,906

INFORMATION TECHNOLOGY - 0.0%

Semiconductors & Semiconductor Equipment - 0.0%

Atmel Corp. 0% 5/23/21

9,100

4,130

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

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

8,660

7,439

TOTAL CONVERTIBLE BONDS

105,721

Nonconvertible Bonds - 11.5%

CONSUMER DISCRETIONARY - 1.8%

Auto Components - 0.2%

Accuride Corp. 8.5% 2/1/15 (g)

4,540

4,665

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

1,660

1,710

ArvinMeritor, Inc. 8.75% 3/1/12

2,470

2,766

Cooper Standard Auto, Inc. 7% 12/15/12 (g)

1,070

1,041

DaimlerChrysler NA Holding Corp.:

4.75% 1/15/08

14,390

14,632

6.5% 11/15/13

6,000

6,539

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

1,600

1,592

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

810

865

Tenneco Automotive, Inc. 8.625% 11/15/14 (g)

1,490

1,546

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Auto Components - continued

TRW Automotive Acquisition Corp.:

9.375% 2/15/13

$ 2,399

$ 2,705

11% 2/15/13

3,365

3,962

United Components, Inc. 9.375% 6/15/13

910

958

Visteon Corp. 8.25% 8/1/10

3,000

3,015

45,996

Automobiles - 0.1%

General Motors Corp.:

7.2% 1/15/11

8,300

8,328

8.375% 7/15/33

4,250

4,280

12,608

Hotels, Restaurants & Leisure - 0.4%

Aztar Corp. 7.875% 6/15/14

3,000

3,300

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

720

747

Gaylord Entertainment Co.:

6.75% 11/15/14 (g)

1,900

1,886

8% 11/15/13

1,450

1,557

Hilton Hotels Corp. 8.25% 2/15/11

3,270

3,850

MGM MIRAGE:

6% 10/1/09

420

429

6.75% 9/1/12

2,000

2,105

8.5% 9/15/10

6,840

7,781

Mohegan Tribal Gaming Authority 7.125% 8/15/14

3,000

3,120

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

3,315

3,232

Penn National Gaming, Inc. 8.875% 3/15/10

5,115

5,524

Pinnacle Entertainment, Inc. 8.25% 3/15/12

3,000

3,188

Premier Entertainment Biloxi LLC 10.75% 2/1/12

1,000

1,085

Royal Caribbean Cruises Ltd. 6.875% 12/1/13

5,000

5,438

Scientific Games Corp. 6.25% 12/15/12 (g)

880

893

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

8,340

7,923

Starwood Hotels & Resorts Worldwide, Inc.:

7.375% 5/1/07

4,705

5,017

7.875% 5/1/12

2,675

3,063

Station Casinos, Inc. 6.5% 2/1/14

3,320

3,411

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

11,980

13,058

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

10,580

5,607

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

4,235

4,489

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

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

0% 1/15/13 (e)(g)

$ 1,610

$ 1,006

9% 1/15/12 (g)

940

987

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

1,063

1,148

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

2,155

2,306

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

6,000

5,880

98,030

Household Durables - 0.1%

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

3,140

3,407

D.R. Horton, Inc. 7.875% 8/15/11

4,250

4,845

Goodman Global Holdings, Inc. 5.76% 6/15/12 (g)(k)

4,770

4,889

KB Home 5.75% 2/1/14

3,000

3,030

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

3,580

3,947

Sealy Mattress Co. 8.25% 6/15/14

3,000

3,060

Standard Pacific Corp. 9.25% 4/15/12

1,815

2,096

Tempur-Pedic, Inc./Tempur Production USA, Inc. 10.25% 8/15/10

2,279

2,604

27,878

Internet & Catalog Retail - 0.0%

FTD, Inc. 7.75% 2/15/14

1,500

1,545

Leisure Equipment & Products - 0.0%

K2, Inc. 7.375% 7/1/14

1,090

1,166

Media - 0.9%

Advanstar Communications, Inc. 10.75% 8/15/10

1,770

1,996

Advertising Directory Solutions Holdings, Inc. 9.25% 11/15/12 (g)

1,700

1,794

AMC Entertainment, Inc.:

8.625% 8/15/12 (g)

1,930

2,118

9.5% 2/1/11

1,667

1,717

9.875% 2/1/12

2,800

3,024

American Media Operations, Inc. 10.25% 5/1/09

5,430

5,674

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

9,230

10,484

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

21,300

24,542

Cablevision Systems Corp. 8% 4/15/12 (g)

11,950

12,861

CanWest Media, Inc. 8% 9/15/12 (g)

1,160

1,230

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

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

$ 5,000

$ 5,119

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

5,560

6,019

Cox Communications, Inc. 7.125% 10/1/12

5,000

5,632

CSC Holdings, Inc.:

7.625% 4/1/11

3,440

3,750

7.875% 2/15/18

535

599

Dex Media, Inc.:

0% 11/15/13 (e)

7,140

5,373

8% 11/15/13

1,750

1,859

EchoStar DBS Corp. 6.625% 10/1/14 (g)

3,500

3,531

Entravision Communications Corp. 8.125% 3/15/09

4,530

4,802

Granite Broadcasting Corp. 9.75% 12/1/10

1,990

1,900

Houghton Mifflin Co.:

0% 10/15/13 (e)

4,375

2,953

8.25% 2/1/11

8,155

8,522

9.875% 2/1/13

7,910

8,226

Innova S. de R.L. 9.375% 9/19/13

2,990

3,401

Lamar Media Corp. 7.25% 1/1/13

1,290

1,380

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

4,450

3,271

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

4,060

4,527

Liberty Media Corp. 8.25% 2/1/30

5,530

6,206

Loews Cineplex Entertainment Corp. 9% 8/1/14 (g)

3,000

3,180

News America, Inc. 6.2% 12/15/34 (g)

12,000

12,379

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

3,345

3,738

PanAmSat Corp.:

6.375% 1/15/08

2,720

2,815

9% 8/15/14

6,560

7,118

PanAmSat Holding Corp. 0% 11/1/14 (e)(g)

10,100

6,717

PEI Holdings, Inc. 11% 3/15/10

2,253

2,613

R.H. Donnelley Corp. 6.875% 1/15/13 (g)

6,000

6,000

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

9,005

9,770

Rainbow National LLC & RNS Co. Corp.:

8.75% 9/1/12 (g)

4,000

4,500

10.375% 9/1/14 (g)

12,000

14,040

The Reader's Digest Association, Inc. 6.5% 3/1/11

10

10

Videotron Ltee 6.875% 1/15/14

1,190

1,211

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

WDAC Subsidiary Corp. 8.375% 12/1/14 (g)

$ 1,450

$ 1,414

Yell Finance BV 10.75% 8/1/11

3,954

4,582

222,597

Specialty Retail - 0.0%

General Nutrition Centers, Inc. 8.625% 1/15/11 (g)

6,000

6,015

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

4,380

4,446

10,461

Textiles, Apparel & Luxury Goods - 0.1%

American Achievement Corp. 8.25% 4/1/12

5,000

5,200

Levi Strauss & Co.:

9.75% 1/15/15 (g)

4,000

3,880

12.25% 12/15/12

4,780

5,162

14,242

TOTAL CONSUMER DISCRETIONARY

434,523

CONSUMER STAPLES - 0.3%

Food & Staples Retailing - 0.1%

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

7,780

8,830

Reddy Ice Holdings, Inc. 0% 11/1/12 (e)(g)

4,330

3,009

Rite Aid Corp.:

9.5% 2/15/11

5,000

5,388

11.25% 7/1/08

2,920

3,146

20,373

Food Products - 0.1%

Del Monte Corp.:

6.75% 2/15/15 (g)(h)

2,350

2,374

8.625% 12/15/12

1,960

2,178

Doane Pet Care Co. 10.75% 3/1/10

2,580

2,761

Kraft Foods, Inc. 6.25% 6/1/12

5,025

5,529

Pierre Foods, Inc. 9.875% 7/15/12 (g)

3,190

3,334

Reddy Ice Group, Inc. 8.875% 8/1/11

430

462

16,638

Personal Products - 0.0%

Revlon Consumer Products Corp. 8.625% 2/1/08

2,400

2,136

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Tobacco - 0.1%

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

$ 18,105

$ 19,792

TOTAL CONSUMER STAPLES

58,939

ENERGY - 1.0%

Energy Equipment & Services - 0.2%

Cooper Cameron Corp. 2.65% 4/15/07

6,550

6,359

Grant Prideco, Inc.:

9% 12/15/09

660

738

9.625% 12/1/07

2,440

2,715

Hanover Compressor Co. 9% 6/1/14

1,890

2,088

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

28,745

32,896

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

3,000

3,293

SESI LLC 8.875% 5/15/11

290

316

48,405

Oil & Gas - 0.8%

Amerada Hess Corp.:

6.65% 8/15/11

12,400

13,644

7.125% 3/15/33

3,630

4,154

7.375% 10/1/09

3,195

3,577

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

8,945

9,055

Chesapeake Energy Corp.:

6.375% 6/15/15 (g)

4,000

4,080

8.125% 4/1/11

5,030

5,395

El Paso Corp. 7.875% 6/15/12

3,410

3,555

El Paso Energy Corp.:

6.95% 12/15/07

3,730

3,856

7.375% 12/15/12

2,640

2,663

7.8% 8/1/31

1,020

979

8.05% 10/15/30

655

646

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

4,785

5,126

Encore Acquisition Co. 8.375% 6/15/12

3,510

3,914

Energy Transfer Partners LP 5.95% 2/1/15 (g)

5,155

5,268

Enterprise Products Operating LP:

4.625% 10/15/09 (g)

2,385

2,379

5.6% 10/15/14 (g)

1,685

1,727

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

1,120

1,176

General Maritime Corp. 10% 3/15/13

4,705

5,364

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Pemex Project Funding Master Trust:

6.125% 8/15/08

$ 10,750

$ 11,293

7.375% 12/15/14

8,620

9,633

Plains All American Pipeline LP 7.75% 10/15/12

1,840

2,158

Plains Exploration & Production Co.:

7.125% 6/15/14

725

794

8.75% 7/1/12

5,490

6,066

Range Resources Corp. 7.375% 7/15/13

1,330

1,410

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

12,230

12,475

Teekay Shipping Corp. 8.875% 7/15/11

10,030

11,635

The Coastal Corp.:

6.375% 2/1/09

1,285

1,280

6.5% 5/15/06

3,325

3,400

6.5% 6/1/08

3,245

3,269

6.95% 6/1/28

180

160

7.75% 6/15/10

6,680

6,947

Venoco, Inc. 8.75% 12/15/11 (g)

1,960

1,975

Vintage Petroleum, Inc. 8.25% 5/1/12

2,200

2,387

Williams Co., Inc. Credit Linked Certificate Trust III 6.75% 4/15/09 (g)

3,270

3,425

Williams Companies, Inc.:

7.125% 9/1/11

8,615

9,369

7.5% 1/15/31

2,171

2,345

7.625% 7/15/19

2,750

3,025

8.125% 3/15/12

10,630

12,118

181,722

TOTAL ENERGY

230,127

FINANCIALS - 3.2%

Capital Markets - 0.4%

Bank of New York Co., Inc.:

3.4% 3/15/13 (k)

5,300

5,151

4.25% 9/4/12 (k)

6,980

6,992

BCP Caylux Holdings Luxembourg SCA 9.625% 6/15/14 (g)

10,000

11,025

Equinox Holdings Ltd. 9% 12/15/09

490

519

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

30,120

30,491

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

4,110

4,458

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Capital Markets - continued

Morgan Stanley:

4.75% 4/1/14

$ 13,860

$ 13,644

6.6% 4/1/12

10,695

11,945

84,225

Commercial Banks - 0.4%

Export-Import Bank of Korea:

4.125% 2/10/09 (g)

2,670

2,651

5.25% 2/10/14 (g)

4,620

4,729

Korea Development Bank:

3.875% 3/2/09

15,285

15,035

4.75% 7/20/09

6,050

6,148

5.75% 9/10/13

10,125

10,756

Wachovia Bank NA 4.875% 2/1/15

16,500

16,576

Wells Fargo & Co.:

4% 9/10/12 (k)

4,870

4,859

4.2% 1/15/10

24,000

24,032

84,786

Consumer Finance - 0.7%

American General Finance Corp.:

2.75% 6/15/08

870

835

4% 3/15/11

12,620

12,252

4.625% 5/15/09

7,900

8,023

Capital One Bank:

4.875% 5/15/08

8,185

8,374

6.5% 6/13/13

8,925

9,806

Ford Motor Credit Co.:

7.25% 10/25/11

15,000

15,962

7.375% 10/28/09

25,015

26,637

General Electric Capital Corp.:

6% 6/15/12

7,100

7,760

6.125% 2/22/11

16,000

17,507

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

21,175

21,263

Household Finance Corp.:

4.125% 11/16/09

16,305

16,197

7% 5/15/12

2,595

2,970

HSBC Finance Corp. 6.75% 5/15/11

11,395

12,788

MBNA Corp. 7.5% 3/15/12

11,845

13,708

174,082

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financial Services - 0.6%

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

$ 2,700

$ 2,855

CCO Holdings LLC/CCO Holdings Capital Corp.:

6.615% 12/15/10 (g)(k)

4,000

3,960

8.75% 11/15/13

4,000

4,055

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

5,554

5,735

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

1,935

1,635

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

2,070

2,598

Citigroup, Inc. 5% 9/15/14

18,000

18,275

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

8.5% 8/15/10

1,630

1,777

9.875% 8/15/13

1,865

2,117

Duke Capital LLC 4.331% 11/16/06

2,905

2,932

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

2,515

2,704

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

3,340

3,841

Global Cash Access LLC/Global Cash Access Finance Corp. 8.75% 3/15/12

1,040

1,128

Graham Packaging Co. LP/ GPC Capital Corp.:

8.5% 10/15/12 (g)

2,640

2,732

9.875% 10/15/14 (g)

3,920

4,155

Hutchison Whampoa International 03/13 Ltd. 6.5% 2/13/13 (g)

3,235

3,516

Hutchison Whampoa International 03/33 Ltd.:

6.25% 1/24/14 (g)

14,640

15,597

7.45% 11/24/33 (g)

4,750

5,416

J.P. Morgan Chase & Co. 4.875% 3/15/14

8,985

9,006

Jetblue Airways Corp. 5.39% 5/15/10 (k)

5,000

5,025

Jostens IH Corp. 7.625% 10/1/12 (g)

1,430

1,466

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

15,915

16,868

MSW Energy Holdings II LLC/MSW Finance Co. II, Inc. 7.375% 9/1/10

2,540

2,654

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financial Services - continued

Refco Finance Holdings LLC/Refco Finance, Inc. 9% 8/1/12 (g)

$ 4,460

$ 4,828

UGS Corp. 10% 6/1/12 (g)

5,000

5,575

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

6,660

7,826

Universal City Florida Holding Co. I/II 7.2% 5/1/10 (g)(k)

1,540

1,613

Westfield Capital Corp. Ltd./Wt Finance 4.375% 11/15/10 (g)

8,965

8,905

WH Holdings Ltd./WH Capital Corp. 9.5% 4/1/11

1,040

1,145

149,939

Insurance - 0.3%

Aegon NV 4.75% 6/1/13

12,500

12,477

Assurant, Inc. 5.625% 2/15/14

3,895

4,053

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

5,500

5,555

Berkshire Hathaway Finance Corp. 4.125% 1/15/10 (g)

12,145

12,135

Marsh & McLennan Companies, Inc.:

4.85% 2/15/13

700

665

5.375% 7/15/14

12,115

11,873

Travelers Property Casualty Corp.:

5% 3/15/13

3,375

3,361

6.375% 3/15/33

4,345

4,528

XL Capital Ltd. 5.25% 9/15/14

7,195

7,276

61,923

Real Estate - 0.6%

American Real Estate Partners/American Real Estate Finance Corp. 8.125% 6/1/12

17,275

18,355

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

18,600

20,340

Camden Property Trust 5.875% 11/30/12

7,910

8,360

CarrAmerica Realty Corp. 5.25% 11/30/07

6,175

6,340

Crescent Real Estate Equities LP/Crescent Finance Co. 9.25% 4/15/09

8,440

9,157

EOP Operating LP:

4.65% 10/1/10

25,645

25,686

4.75% 3/15/14

11,100

10,806

7.75% 11/15/07

9,155

10,039

Gables Realty LP:

5.75% 7/15/07

11,440

11,827

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

Gables Realty LP: - continued

6.8% 3/15/05

$ 1,595

$ 1,601

Healthcare Realty Trust, Inc. 5.125% 4/1/14

8,265

8,173

ProLogis 7.05% 7/15/06

10,000

10,445

Senior Housing Properties Trust 8.625% 1/15/12

5,910

6,737

Ventas Realty LP/Ventas Capital Corp. 6.625% 10/15/14

3,440

3,474

151,340

Thrifts & Mortgage Finance - 0.2%

Countrywide Home Loans, Inc.:

3.25% 5/21/08

2,946

2,870

4% 3/22/11

13,895

13,468

5.625% 5/15/07

12,000

12,464

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

5,365

5,157

Washington Mutual Bank:

5.125% 1/15/15

12,000

12,086

6.875% 6/15/11

8,300

9,352

55,397

TOTAL FINANCIALS

761,692

HEALTH CARE - 0.4%

Health Care Equipment & Supplies - 0.0%

Fisher Scientific International, Inc. 8.125% 5/1/12

2,758

3,062

Spheris, Inc. 11% 12/15/12 (g)

2,060

2,132

5,194

Health Care Providers & Services - 0.3%

AmeriPath, Inc. 10.5% 4/1/13

3,960

4,138

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

2,520

2,583

Beverly Enterprises, Inc. 7.875% 6/15/14 (g)

1,500

1,680

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

2,320

2,393

Concentra Operating Corp. 9.125% 6/1/12

4,060

4,466

HCA, Inc. 8.75% 9/1/10

3,405

3,873

HealthSouth Corp.:

7.375% 10/1/06

3,000

3,075

7.625% 6/1/12

8,225

8,225

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

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

$ 5,000

$ 5,388

National Nephrology Associates, Inc. 9% 11/1/11 (g)

1,060

1,208

PacifiCare Health Systems, Inc. 10.75% 6/1/09

2,652

2,984

Tenet Healthcare Corp.:

6.375% 12/1/11

8,250

7,446

9.25% 2/1/15 (g)

10,000

9,975

U.S. Oncology, Inc.:

9% 8/15/12 (g)

3,000

3,255

10.75% 8/15/14 (g)

8,000

9,120

Vanguard Health Holding Co. I 0% 10/1/15 (e)

2,870

1,930

Vanguard Health Holding Co. II LLC 9% 10/1/14

5,500

5,885

77,624

Pharmaceuticals - 0.1%

Elan Finance PLC/Elan Finance Corp.:

6.51% 11/15/11 (g)(k)

6,000

6,255

7.75% 11/15/11 (g)

3,830

4,002

Warner Chilcott Corp. 8.75% 2/1/15 (g)

3,490

3,586

13,843

TOTAL HEALTH CARE

96,661

INDUSTRIALS - 0.6%

Aerospace & Defense - 0.1%

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

2,735

2,947

Bombardier, Inc.:

6.3% 5/1/14 (g)

10,420

8,935

7.45% 5/1/34 (g)

2,340

1,954

Raytheon Co. 5.5% 11/15/12

4,225

4,482

Transdigm, Inc. 8.375% 7/15/11

1,340

1,420

19,738

Airlines - 0.1%

American Airlines, Inc. pass thru trust certificates:

6.978% 10/1/12

1,972

1,998

7.8% 4/1/08

1,130

994

AMR Corp.:

9% 8/1/12

1,260

882

10.2% 3/15/20

3,445

2,067

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Airlines - continued

Continental Airlines, Inc. pass thru trust certificates:

6.541% 9/15/09

$ 241

$ 219

6.748% 9/15/18

244

190

6.795% 2/2/20

1,760

1,479

6.8% 7/2/07

73

64

6.9% 7/2/18

2,090

1,672

8.312% 10/2/12

1,147

849

8.321% 11/1/06

155

147

8.388% 5/1/22

127

96

Delta Air Lines, Inc.:

equipment trust certificates 8.54% 1/2/07

256

192

7.9% 12/15/09

465

228

9.5% 11/18/08 (g)

2,227

1,915

Delta Air Lines, Inc. pass thru trust certificates:

7.57% 11/18/10

7,050

6,731

7.711% 9/18/11

6,695

4,419

7.779% 11/18/05

183

150

7.92% 5/18/12

10,245

6,762

Northwest Airlines Corp. 10% 2/1/09

5,360

3,913

Northwest Airlines, Inc. pass thru trust certificates:

6.81% 2/1/20

1,165

1,048

7.248% 7/2/14

1,738

1,234

7.575% 3/1/19

828

841

7.691% 4/1/17

143

115

7.95% 9/1/16

142

117

8.304% 9/1/10

1,245

1,021

NWA Trust 10.23% 6/21/14

940

827

40,170

Building Products - 0.0%

Jacuzzi Brands, Inc. 9.625% 7/1/10

2,530

2,821

Nortek, Inc. 8.5% 9/1/14

3,860

3,966

6,787

Commercial Services & Supplies - 0.1%

ALH Finance LLC/ALH Finance Corp. 8.5% 1/15/13 (g)

1,680

1,705

Allied Security Escrow Corp. 11.375% 7/15/11 (g)

1,820

1,897

Allied Waste North America, Inc. 8.5% 12/1/08

4,340

4,514

American Color Graphics, Inc. 10% 6/15/10

3,630

3,104

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

1,350

1,397

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Commercial Services & Supplies - continued

R.H. Donnelley Finance Corp. I:

8.875% 12/15/10 (g)

$ 1,390

$ 1,536

10.875% 12/15/12 (g)

2,170

2,533

16,686

Construction & Engineering - 0.0%

Blount, Inc. 8.875% 8/1/12

1,710

1,860

MasTec, Inc. 7.75% 2/1/08

250

245

2,105

Industrial Conglomerates - 0.1%

Tyco International Group SA yankee 6.75% 2/15/11

17,845

19,990

Machinery - 0.1%

AGCO Corp. 9.5% 5/1/08

810

863

Cummins, Inc. 9.5% 12/1/10 (k)

1,230

1,384

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

1,790

1,830

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

4,880

5,222

Navistar International Corp. 7.5% 6/15/11

970

1,031

SPX Corp.:

6.25% 6/15/11

3,865

4,126

7.5% 1/1/13

4,505

4,922

Standard Aero Holdings, Inc. 8.25% 9/1/14 (g)

2,440

2,623

22,001

Marine - 0.0%

H-Lines Finance Holding Corp. 0% 4/1/13 (e)(g)

1,260

901

Horizon Lines LLC/Holdings Corp. 9% 11/1/12 (g)

1,110

1,177

2,078

Road & Rail - 0.1%

Kansas City Southern Railway Co.:

7.5% 6/15/09

8,005

8,405

9.5% 10/1/08

460

515

TFM SA de CV yankee:

10.25% 6/15/07

5,990

6,394

11.75% 6/15/09

6,985

7,046

22,360

TOTAL INDUSTRIALS

151,915

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - 0.4%

Communications Equipment - 0.1%

Motorola, Inc. 8% 11/1/11

$ 13,905

$ 16,659

Nortel Networks Corp. 6.125% 2/15/06

4,900

4,974

21,633

Computers & Peripherals - 0.0%

Sun Microsystems, Inc. 7.65% 8/15/09

4,825

5,365

Electronic Equipment & Instruments - 0.0%

Itron, Inc. 7.75% 5/15/12 (g)

860

862

IT Services - 0.0%

Iron Mountain, Inc.:

8.25% 7/1/11

815

839

8.625% 4/1/13

370

392

1,231

Office Electronics - 0.1%

Xerox Corp.:

6.875% 8/15/11

6,000

6,353

7.125% 6/15/10

4,270

4,548

7.625% 6/15/13

7,130

7,647

18,548

Semiconductors & Semiconductor Equipment - 0.2%

AMI Semiconductor, Inc. 10.75% 2/1/13

2,402

2,792

Freescale Semiconductor, Inc.:

5.41% 7/15/09 (k)

5,000

5,200

6.875% 7/15/11

7,620

8,115

7.125% 7/15/14

2,210

2,381

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co.:

5.78% 12/15/11 (g)(k)

3,685

3,796

8% 12/15/14 (g)

3,495

3,644

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

8,143

8,123

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

990

1,386

35,437

TOTAL INFORMATION TECHNOLOGY

83,076

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

MATERIALS - 0.7%

Chemicals - 0.2%

Borden US Finance Corp./Nova Scotia Finance ULC 9% 7/15/14 (g)

$ 2,600

$ 2,860

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

3,770

4,222

Crystal US Holding 3LLC/Crystal US Sub 3Corp. Series A, 0% 10/1/14 (e)(g)

10,190

7,082

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

4,160

4,784

Huntsman Advanced Materials LLC:

10.89% 7/15/08 (g)(k)

2,320

2,488

11% 7/15/10 (g)

1,840

2,157

Huntsman ICI Chemicals LLC 10.125% 7/1/09

1,267

1,330

Huntsman LLC:

11.5% 7/15/12 (g)

2,080

2,454

11.625% 10/15/10

2,560

2,995

Inergy LP/Inergy Finance Corp. 6.875% 12/15/14 (g)

5,000

4,981

Innophos, Inc. 8.875% 8/15/14 (g)

730

785

Koppers, Inc. 9.875% 10/15/13

1,060

1,208

Lubrizol Corp.:

5.5% 10/1/14

2,030

2,083

6.5% 10/1/34

3,690

3,976

Lyondell Chemical Co. 9.5% 12/15/08

2,040

2,203

Nalco Co.:

7.75% 11/15/11

2,060

2,220

8.875% 11/15/13

2,100

2,300

OM Group, Inc. 9.25% 12/15/11

4,120

4,388

Pliant Corp. 0% 6/15/09 (e)

3,340

3,098

Rockwood Specialties Group, Inc. 7.5% 11/15/14 (g)

490

510

58,124

Containers & Packaging - 0.2%

BWAY Corp. 10% 10/15/10

840

901

Crown Cork & Seal, Inc.:

7.375% 12/15/26

2,590

2,383

8% 4/15/23

3,805

3,710

Crown European Holdings SA:

9.5% 3/1/11

2,500

2,788

10.875% 3/1/13

5,000

5,875

Jefferson Smurfit Corp. U.S. 8.25% 10/1/12

2,750

2,915

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Containers & Packaging - continued

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14 (g)

$ 2,390

$ 2,402

7.75% 5/15/11

1,760

1,896

8.75% 11/15/12

2,530

2,821

8.875% 2/15/09

9,730

10,508

Owens-Illinois, Inc.:

7.5% 5/15/10

770

812

7.8% 5/15/18

350

361

8.1% 5/15/07

1,630

1,720

Sealed Air Corp.:

5.625% 7/15/13 (g)

1,975

2,051

6.875% 7/15/33 (g)

4,130

4,578

45,721

Metals & Mining - 0.2%

Arch Western Finance LLC 6.75% 7/1/13

4,960

5,047

Compass Minerals International, Inc. 0% 12/15/12 (e)

4,550

3,913

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

1,810

1,896

Freeport-McMoRan Copper & Gold, Inc. 10.125% 2/1/10

8,480

9,625

IMCO Recycling Escrow, Inc. 9% 11/15/14 (g)

570

593

Ispat Inland ULC 9.75% 4/1/14

3,376

4,161

Luscar Coal Ltd. 9.75% 10/15/11

2,930

3,304

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

5,000

5,100

Phelps Dodge Corp.:

8.75% 6/1/11

260

318

9.5% 6/1/31

2,280

3,396

Steel Dynamics, Inc. 9.5% 3/15/09

515

559

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

5,160

5,263

43,175

Paper & Forest Products - 0.1%

Buckeye Technologies, Inc. 8.5% 10/1/13

1,980

2,109

International Paper Co.:

4.25% 1/15/09

1,960

1,963

5.5% 1/15/14

4,925

5,159

Norske Skog Canada Ltd.:

7.375% 3/1/14

1,580

1,596

8.625% 6/15/11

510

537

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Paper & Forest Products - continued

Stone Container Corp. 9.75% 2/1/11

$ 2,320

$ 2,529

Weyerhaeuser Co.:

5.25% 12/15/09

3,545

3,686

7.375% 3/15/32

4,940

6,035

23,614

TOTAL MATERIALS

170,634

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 1.4%

Bellsouth Capital Funding Corp. 7.875% 2/15/30

2,970

3,793

BellSouth Corp. 6.55% 6/15/34

29,800

33,072

British Telecommunications PLC:

8.375% 12/15/10

11,325

13,542

8.875% 12/15/30

3,080

4,216

Deutsche Telekom International Finance BV:

5.25% 7/22/13

6,255

6,452

8.25% 6/15/05

2,617

2,665

8.5% 6/15/10

3,600

4,273

8.75% 6/15/30

20,210

27,340

Eschelon Operating Co. 8.375% 3/15/10 (g)

4,280

3,638

France Telecom SA 8.5% 3/1/11

13,570

16,194

GCI, Inc. 7.25% 2/15/14 (g)

3,000

2,978

Koninklijke KPN NV yankee 8% 10/1/10

10,550

12,384

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

5,495

5,850

Mobifon Holdings BV 12.5% 7/31/10

6,225

7,408

New Skies Satellites BV 9.125% 11/1/12 (g)

7,555

7,782

NTL Cable PLC 7.66% 10/15/12 (g)(k)

5,000

5,150

Qwest Corp. 9.125% 3/15/12 (g)

16,520

18,792

Qwest Services Corp.:

14% 12/15/10 (g)(k)

18,730

22,101

14.5% 12/15/14 (g)(k)

8,425

10,405

SBC Communications, Inc.:

5.1% 9/15/14

11,000

11,079

5.875% 8/15/12

4,000

4,292

6.45% 6/15/34

3,325

3,613

Sprint Capital Corp. 7.625% 1/30/11

7,500

8,666

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telecom Italia Capital:

4% 11/15/08

$ 11,700

$ 11,608

4.95% 9/30/14 (g)

7,930

7,843

Telefonica Europe BV 7.75% 9/15/10

11,200

13,051

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

6,000

6,016

TELUS Corp. yankee 7.5% 6/1/07

27,430

29,618

U.S. West Communications:

7.2% 11/10/26

845

788

7.25% 9/15/25

840

819

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

15,495

17,686

Verizon New York, Inc.:

6.875% 4/1/12

11,355

12,743

7.375% 4/1/32

5,570

6,557

342,414

Wireless Telecommunication Services - 0.6%

American Tower Corp. 9.375% 2/1/09

2,500

2,625

American Towers, Inc. 7.25% 12/1/11

3,500

3,658

AT&T Wireless Services, Inc.:

7.875% 3/1/11

4,420

5,197

8.75% 3/1/31

3,280

4,511

Centennial Cellular Operating Co./Centennial Communications Corp. 10.125% 6/15/13

1,500

1,710

Centennial Communications Corp./Centennial Cellular Operating Co. LLC/Centennial Puerto Rico Operations Corp. 8.125% 2/1/14 (k)

8,260

8,735

Cingular Wireless LLC 7.125% 12/15/31

8,000

9,372

Crown Castle International Corp.:

Series B, 7.5% 12/1/13

1,310

1,385

7.5% 12/1/13

310

328

9.375% 8/1/11

6,995

7,747

10.75% 8/1/11

2,285

2,479

DirecTV Holdings LLC/DirecTV Financing, Inc. 8.375% 3/15/13

10,075

11,284

Inmarsat Finance II PLC 0% 11/15/12 (e)

6,310

4,543

Intelsat Ltd.:

6.5% 11/1/13

10,835

9,047

7.7938% 1/15/12 (g)(k)

6,370

6,561

8.25% 1/15/13 (g)

5,000

5,169

Kyivstar GSM 10.375% 8/17/09 (g)

2,035

2,289

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Millicom International Cellular SA 10% 12/1/13 (g)

$ 2,960

$ 3,078

Nextel Communications, Inc. 9.5% 2/1/11

9,665

10,849

Nextel Partners, Inc. 8.125% 7/1/11

5,000

5,513

Rogers Communications, Inc.:

5.525% 12/15/10 (k)

2,350

2,468

7.25% 12/15/12

12,895

13,733

8% 12/15/12

1,680

1,789

9.625% 5/1/11

4,765

5,599

SBA Communication Corp./SBA Telcommunications, Inc. 0% 12/15/11 (e)

1,770

1,522

131,191

TOTAL TELECOMMUNICATION SERVICES

473,605

UTILITIES - 1.1%

Electric Utilities - 0.5%

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

7,670

7,949

DTE Energy Co. 7.05% 6/1/11

4,060

4,604

Duke Capital LLC 6.75% 2/15/32

2,874

3,223

Electricidad de Caracas Finance BV 10.25% 10/15/14 (g)

2,670

2,790

FirstEnergy Corp.:

5.5% 11/15/06

7,528

7,741

6.45% 11/15/11

1,220

1,324

MidAmerican Energy Holdings, Inc.:

4.625% 10/1/07

5,160

5,228

5.875% 10/1/12

3,450

3,673

Mirant Americas Generation LLC 8.3% 5/1/11 (d)

5,700

6,284

Nevada Power Co.:

5.875% 1/15/15 (g)

1,270

1,276

10.875% 10/15/09

810

923

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

5,060

5,609

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

7,980

8,831

Pacific Gas & Electric Co.:

4.2% 3/1/11

1,950

1,927

4.8% 3/1/14

2,595

2,600

6.05% 3/1/34

9,375

10,077

Progress Energy, Inc. 7.1% 3/1/11

14,007

15,755

Sierra Pacific Power Co. 8% 6/1/08

4,015

4,356

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utilities - continued

Southern California Edison Co.:

4.65% 4/1/15

$ 685

$ 676

5% 1/15/14

590

603

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

3,250

3,356

TXU Corp. 4.8% 11/15/09 (g)

6,000

5,978

104,783

Gas Utilities - 0.2%

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

1,360

1,503

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

4,530

5,128

Dynegy Holdings, Inc. 9.875% 7/15/10 (g)

5,000

5,450

El Paso Energy Corp. 6.75% 5/15/09

5,725

5,797

NiSource Finance Corp. 7.875% 11/15/10

9,300

10,908

Northwest Pipeline Corp. 8.125% 3/1/10

1,290

1,419

Southern Natural Gas Co.:

8% 3/1/32

120

133

8.875% 3/15/10

1,610

1,785

Tennessee Gas Pipeline Co.:

7.5% 4/1/17

255

280

8.375% 6/15/32

765

859

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

12,250

14,037

47,299

Multi-Utilities & Unregulated Power - 0.4%

AES Corp.:

8.75% 6/15/08

397

429

8.75% 5/15/13 (g)

5,050

5,662

8.875% 2/15/11

2,627

2,929

9% 5/15/15 (g)

3,790

4,287

9.375% 9/15/10

5,451

6,173

9.5% 6/1/09

1,357

1,520

Calpine Corp. 8.5% 7/15/10 (g)

6,000

4,710

Chivor SA E.S.P. 9.75% 12/30/14 (g)

1,570

1,629

CMS Energy Corp.:

6.3% 2/1/12

4,625

4,613

7.5% 1/15/09

1,420

1,498

8.9% 7/15/08

4,085

4,473

9.875% 10/15/07

8,190

9,050

Corporate Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Multi-Utilities & Unregulated Power - continued

Constellation Energy Group, Inc.:

6.35% 4/1/07

$ 10,595

$ 11,143

7% 4/1/12

7,875

9,009

Dominion Resources, Inc.:

6.25% 6/30/12

5,085

5,588

8.125% 6/15/10

18,230

21,371

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

3,000

3,315

Southern Energy, Inc. New York 7.4% 7/15/49 (d)(g)

2,505

1,910

99,309

TOTAL UTILITIES

251,391

TOTAL NONCONVERTIBLE BONDS

2,712,563

TOTAL CORPORATE BONDS

(Cost $2,657,928)

2,818,284

U.S. Government and Government Agency Obligations - 5.8%

U.S. Government Agency Obligations - 2.2%

Fannie Mae:

3.125% 7/15/06

235,000

234,328

4.375% 7/17/13

20,070

19,677

4.625% 10/15/13

30,000

30,484

6% 5/15/11

23,350

25,635

6.125% 3/15/12

1,502

1,669

6.25% 2/1/11

17,675

19,373

Freddie Mac:

1.5% 8/15/05

31,720

31,487

4.5% 1/15/14

23,400

23,509

5.25% 11/5/12

5,610

5,694

5.75% 1/15/12

60,000

65,279

5.875% 3/21/11

37,620

40,580

U.S. Government and Government Agency Obligations - continued

Principal Amount (000s)

Value (Note 1) (000s)

U.S. Government Agency Obligations - continued

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) Series 1-B, 8.5% 4/1/06

$ 2,521

$ 2,649

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

15,652

16,981

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

517,345

U.S. Treasury Inflation Protected Obligations - 1.1%

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

91,193

98,111

U.S. Treasury Inflation-Indexed Notes 2% 1/15/14

155,052

160,412

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

258,523

U.S. Treasury Obligations - 2.5%

U.S. Treasury Bills, yield at date of purchase 2.38% to 2.39% 4/21/05

160,000

159,156

U.S. Treasury Bonds:

6.125% 8/15/29

106,312

128,928

8.875% 8/15/17

53,265

76,302

9.875% 11/15/15

12,960

19,266

11.25% 2/15/15

17,890

28,228

U.S. Treasury Notes:

2.5% 5/31/06

110,500

109,667

3.125% 5/15/07 (j)

61,000

60,733

TOTAL U.S. TREASURY OBLIGATIONS

582,280

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,324,465)

1,358,148

U.S. Government Agency - Mortgage Securities - 8.4%

Fannie Mae - 7.9%

3.737% 1/1/35 (k)

1,726

1,727

3.827% 12/1/34 (k)

349

350

3.83% 1/1/35 (k)

1,225

1,227

3.836% 6/1/33 (k)

848

847

3.878% 6/1/33 (k)

5,145

5,145

3.88% 11/1/34 (k)

7,449

7,468

3.913% 12/1/34 (k)

1,050

1,054

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - continued

3.939% 10/1/34 (k)

$ 1,580

$ 1,593

3.971% 11/1/34 (k)

2,265

2,285

3.98% 1/1/35 (k)

1,550

1,558

3.987% 12/1/34 (k)

1,426

1,437

4% 2/1/20 (h)

112,000

109,480

4% 1/1/35 (k)

950

957

4.017% 12/1/34 (k)

7,850

7,809

4.021% 12/1/34 (k)

1,175

1,180

4.025% 1/1/35 (k)

2,138

2,150

4.029% 1/1/35 (k)

500

503

4.038% 12/1/34 (k)

732

742

4.048% 1/1/35 (k)

978

983

4.052% 2/1/35 (k)

975

981

4.072% 12/1/34 (k)

1,999

2,034

4.105% 1/1/35 (k)

2,177

2,198

4.118% 1/1/35 (k)

2,265

2,281

4.118% 2/1/35 (k)

700

706

4.12% 2/1/35 (k)

1,907

1,921

4.127% 1/1/35 (k)

2,195

2,210

4.128% 2/1/35 (k)

3,925

3,953

4.145% 2/1/35 (k)

2,400

2,389

4.17% 11/1/34 (k)

1,991

2,006

4.197% 1/1/35 (k)

1,825

1,843

4.2% 1/1/35 (k)

4,387

4,429

4.23% 11/1/34 (k)

645

652

4.324% 12/1/34 (k)

726

737

4.437% 11/1/34 (k)

18,587

18,967

4.5% 2/1/20 (h)

128,000

127,640

4.5% 8/1/33

114,257

111,721

4.5% 2/1/35 (h)

88,000

85,800

4.551% 8/1/34 (k)

2,634

2,707

4.826% 1/1/35 (k)

3,688

3,675

5% 6/1/09 to 6/1/34

169,963

172,320

5% 2/1/35 (h)

525,000

523,025

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

124,287

127,389

5.5% 2/1/20 (h)

21

21

6% 10/1/08 to 6/1/32

19,802

20,698

6% 2/1/20 (h)

85,000

88,958

6% 2/1/35 (h)

61,824

63,853

6.5% 4/1/08 to 11/1/33

159,462

167,582

6.5% 2/1/20 (h)(i)

71,866

76,021

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Fannie Mae - continued

7% 8/1/19 to 7/1/34

$ 70,760

$ 75,032

7.5% 5/1/25 to 11/1/31

8,042

8,634

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

22

24

10% 8/1/17

4

4

TOTAL FANNIE MAE

1,850,906

Freddie Mac - 0.0%

4.232% 1/1/35 (k)

1,920

1,935

4.364% 1/1/35 (k)

4,250

4,292

4.985% 8/1/33 (k)

875

896

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

213

231

TOTAL FREDDIE MAC

7,354

Government National Mortgage Association - 0.5%

5.5% 10/15/32 to 5/15/34

9,432

9,689

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

3,563

3,715

6.5% 6/15/23 to 2/15/32

18,130

19,161

7% 10/15/17 to 6/15/33

57,575

61,145

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

15,575

16,795

8% 4/15/06 to 5/15/32

6,831

7,397

8.5% 11/15/05 to 1/15/31

1,016

1,109

9% 3/15/10 to 9/15/20

74

82

9.5% 3/15/23

12

14

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

335

371

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

119,478

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,958,934)

1,977,738

Asset-Backed Securities - 1.4%

ACE Securities Corp.:

Series 2003-FM1 Class M2, 4.38% 11/25/32 (k)

3,660

3,736

Series 2004-HE1:

Class M1, 3.03% 2/25/34 (k)

2,225

2,225

Class M2, 3.63% 2/25/34 (k)

2,525

2,526

American Express Credit Account Master Trust:

Series 2001-6 Class B, 2.83% 12/15/08 (k)

13,200

13,238

Series 2004-C Class C, 2.98% 2/15/12 (g)(k)

29,600

29,655

Asset-Backed Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Ameriquest Mortgage Securities, Inc. Series 2004-R2:

Class M1, 2.96% 4/25/34 (k)

$ 1,245

$ 1,245

Class M2, 3.01% 4/25/34 (k)

950

950

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2003-HE2 Class A2, 2.86% 4/15/33 (k)

4,078

4,082

Series 2003-HE7 Class A3, 2.84% 12/15/33 (k)

6,073

6,094

Bank One Issuance Trust:

Series 2002-C1 Class C1, 3.44% 12/15/09 (k)

8,448

8,561

Series 2004-B2 Class B2, 4.37% 4/15/12

13,000

13,118

Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 2.45% 2/28/44 (k)

7,278

7,286

Capital One Multi-Asset Execution Trust:

Series 2003-B1 Class B1, 3.65% 2/17/09 (k)

13,530

13,686

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

7,120

7,114

Series 2003-B4 Class B4, 3.28% 7/15/11 (k)

6,640

6,765

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

11,450

11,361

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

6,000

5,975

CDC Mortgage Capital Trust Series 2003-HE2 Class M2, 4.43% 10/25/33 (k)

3,130

3,239

Chase Credit Card Owner Trust Series 2004-1 Class B, 2.68% 5/15/09 (k)

4,025

4,025

Citibank Credit Card Issuance Trust:

Series 2000-C2 Class C2, 3.31% 10/15/07 (k)

14,900

14,933

Series 2003-C1 Class C1, 3.69% 4/7/10 (k)

6,100

6,248

Countrywide Home Loans, Inc.:

Series 2004-2 Class M1, 3.03% 5/25/34 (k)

5,275

5,275

Series 2004-3 Class M1, 3.03% 6/25/34 (k)

1,500

1,501

Fieldstone Mortgage Investment Corp. Series 2003-1:

Class M1, 3.21% 11/25/33 (k)

1,400

1,415

Class M2, 4.28% 11/25/33 (k)

700

721

First Franklin Mortgage Loan Trust Series 2004-FF2:

Class M3, 3.08% 3/25/34 (k)

415

415

Class M4, 3.43% 3/25/34 (k)

325

325

Class M6, 3.78% 3/25/34 (k)

400

404

Ford Credit Auto Owner Trust Series 2005-A Class A4, 3.77% 10/15/09

6,000

5,990

GSAMP Trust Series 2004-FM2:

Class M1, 3.03% 1/25/34 (k)

3,500

3,500

Class M2, 3.63% 1/25/34 (k)

1,500

1,500

Class M3, 3.83% 1/25/34 (k)

1,500

1,500

Asset-Backed Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Home Equity Asset Trust:

Series 2003-2:

Class A2, 2.91% 8/25/33 (k)

$ 825

$ 828

Class M1, 3.41% 8/25/33 (k)

3,115

3,156

Series 2003-4:

Class M1, 3.33% 10/25/33 (k)

4,080

4,121

Class M2, 4.43% 10/25/33 (k)

4,825

4,899

Home Equity Asset Trust NIMS Trust:

Series 2003-2N Class A, 8% 9/27/33 (g)

265

265

Series 2003-5N Class A, 7.5% 1/27/34 (g)

161

162

Household Home Equity Loan Trust Series 2002-2 Class A, 2.8% 4/20/32 (k)

4,763

4,772

Long Beach Mortgage Loan Trust Series 2003-3 Class M2, 4.38% 7/25/33 (k)

4,765

4,879

MBNA Credit Card Master Note Trust:

Series 2003-B2 Class B2, 2.87% 10/15/10 (k)

1,610

1,622

Series 2003-B3 Class B3, 2.855% 1/18/11 (k)

6,730

6,768

Series 2003-B5 Class B5, 2.85% 2/15/11 (k)

10,255

10,344

Meritage Mortgage Loan Trust Series 2004-1:

Class M1, 3.03% 7/25/34 (k)

2,125

2,125

Class M2, 3.08% 7/25/34 (k)

375

375

Class M3, 3.48% 7/25/34 (k)

800

800

Class M4, 3.63% 7/25/34 (k)

525

525

Morgan Stanley ABS Capital I, Inc.:

Series 2002-HE3 Class M1, 3.63% 12/27/32 (k)

1,820

1,847

Series 2003-HE1 Class M2, 4.43% 5/25/33 (k)

5,640

5,716

Series 2003-NC8 Class M1, 3.23% 9/25/33 (k)

2,610

2,632

Morgan Stanley Dean Witter Capital I Trust:

Series 2001-NC4 Class M1, 3.53% 1/25/32 (k)

5,341

5,378

Series 2002-NC1 Class M1, 3.33% 2/25/32 (g)(k)

3,460

3,491

Series 2002-NC3 Class M1, 3.25% 8/25/32 (k)

1,480

1,497

Series 2003-NC2 Class M2, 4.53% 2/25/33 (k)

2,865

2,934

New Century Home Equity Loan Trust Series 2003-2 Class A2, 2.96% 1/25/33 (k)

2,037

2,040

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

2,700

2,682

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

5,655

5,654

NovaStar Home Equity Loan Series 2004-1:

Class M1, 2.98% 6/25/34 (k)

1,425

1,426

Class M4, 3.505% 6/25/34 (k)

2,395

2,401

Sears Credit Account Master Trust II:

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

22,525

23,000

Asset-Backed Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

Sears Credit Account Master Trust II: - continued

Series 2002-4 Class A, 2.61% 8/18/09 (k)

$ 10,400

$ 10,406

Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 2.93% 3/15/11 (g)(k)

9,350

9,375

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

5,060

5,059

TOTAL ASSET-BACKED SECURITIES

(Cost $317,822)

319,787

Collateralized Mortgage Obligations - 1.2%

Private Sponsor - 1.0%

Adjustable Rate Mortgage Trust floater Series 2004-4 Class 5A2, 2.93% 3/25/35 (k)

5,538

5,543

Bank of America Mortgage Securities, Inc.:

Series 2003-K:

Class 1A1, 3.3767% 12/25/33 (k)

2,173

2,164

Class 2A1, 4.2095% 12/25/33 (k)

6,553

6,549

Series 2003-L Class 2A1, 4.0234% 1/25/34 (k)

6,213

6,189

Series 2004-1 Class 2A2, 4.7475% 10/25/34 (k)

12,168

12,296

Series 2004-B:

Class 1A1, 3.4286% 3/25/34 (k)

5,057

5,017

Class 2A2, 4.148% 3/25/34 (k)

4,412

4,368

Series 2004-C Class 1A1, 3.4052% 4/25/34 (k)

8,115

8,043

Series 2004-D:

Class 1A1, 3.5817% 5/25/34 (k)

10,561

10,482

Class 2A2, 4.2219% 5/25/34 (k)

12,704

12,682

Series 2004-G Class 2A7, 4.6351% 8/25/34 (k)

11,019

11,075

Series 2004-H Class 2A1, 4.5375% 9/25/34 (k)

11,902

11,955

Series 2004-J:

Class 1A2, 4.3446% 11/25/34 (k)

4,618

4,639

Class 2A1, 4.8233% 11/25/34 (k)

18,639

18,837

Class 3A1, 5.11% 11/25/34 (k)

9,736

9,804

CS First Boston Mortgage Securities Corp. floater:

Series 2004-AR3 Class 6A2, 2.9% 4/25/34 (k)

3,514

3,517

Series 2004-AR6 Class 9A2, 2.9% 10/25/34 (k)

5,977

5,979

Holmes Financing No. 8 PLC floater Series 1 Class C, 3.26% 7/15/40 (k)

13,940

13,944

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

1,689

1,727

Master Asset Securitization Trust Series 2004-9 Class 7A1, 6.3207% 5/25/17 (k)

10,190

10,487

Collateralized Mortgage Obligations - continued

Principal Amount (000s)

Value (Note 1) (000s)

Private Sponsor - continued

Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.25% 8/25/17 (k)

$ 8,578

$ 8,875

Residential Asset Mortgage Products, Inc. sequential pay:

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

4,383

4,480

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

2,018

2,069

Residential Finance LP/Residential Finance Development Corp. floater:

Series 2003-B:

Class B3, 3.97% 7/10/35 (g)(k)

9,157

9,343

Class B4, 4.17% 7/10/35 (g)(k)

7,040

7,182

Class B5, 4.77% 7/10/35 (g)(k)

6,529

6,658

Class B6, 5.27% 7/10/35 (g)(k)

2,825

2,883

Series 2003-CB1:

Class B3, 3.87% 6/10/35 (g)(k)

3,174

3,228

Class B4, 4.07% 6/10/35 (g)(k)

2,838

2,886

Class B5, 4.67% 6/10/35 (g)(k)

1,937

1,978

Class B6, 5.17% 6/10/35 (g)(k)

1,149

1,176

Series 2004-B:

Class B4, 3.52% 2/10/36 (g)(k)

1,610

1,613

Class B5, 3.97% 2/10/36 (g)(k)

1,090

1,092

Class B6, 4.42% 2/10/36 (g)(k)

396

397

Series 2004-C:

Class B4, 3.37% 9/10/36 (k)

1,991

1,991

Class B5, 3.77% 9/10/36 (k)

2,190

2,190

Class B6, 4.17% 9/10/36 (k)

299

299

Residential Funding Securities Corp. Series 2003-RP2 Class A1, 2.98% 6/25/33 (g)(k)

5,876

5,897

Washington Mutual Mortgage Securities Corp. sequential pay:

Series 2003-MS9 Class 2A1, 7.5% 12/25/33

1,537

1,598

Series 2004-RA2 Class 2A, 7% 7/25/33

3,131

3,223

Wells Fargo Mortgage Backed Securities Trust Series 2004-T Class A1, 3.4556% 9/25/34 (k)

12,382

12,261

TOTAL PRIVATE SPONSOR

246,616

U.S. Government Agency - 0.2%

Fannie Mae guaranteed REMIC pass thru certificates planned amortization class Series 2001-53 Class OH, 6.5% 6/25/30

29

29

Freddie Mac planned amortization class Series 2355 Class CD, 6.5% 6/15/30

96

97

Collateralized Mortgage Obligations - continued

Principal Amount (000s)

Value (Note 1) (000s)

U.S. Government Agency - continued

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

Series 2435 Class GD, 6.5% 2/15/30

$ 1,752

$ 1,755

Series 2498 Class PD, 5.5% 2/15/16

15,810

16,166

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

6,903

6,936

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

9,142

9,173

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

4,800

4,742

Ginnie Mae guaranteed Multi-family pass thru securities sequential pay Series 2002-35 Class C, 5.8832% 10/16/23 (k)

1,495

1,593

TOTAL U.S. GOVERNMENT AGENCY

40,491

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $287,689)

287,107

Commercial Mortgage Securities - 1.2%

Bayview Commercial Asset Trust floater:

Series 2004-1:

Class A, 2.89% 4/25/34 (g)(k)

7,067

7,046

Class B, 4.43% 4/25/34 (g)(k)

815

814

Class M1, 3.09% 4/25/34 (g)(k)

634

633

Class M2, 3.73% 4/25/34 (g)(k)

634

634

Series 2004-2 Class A, 2.96% 8/25/34 (g)(k)

7,280

7,284

Series 2004-3:

Class A1, 2.9% 1/25/35 (g)(k)

7,546

7,550

Class A2, 2.95% 1/25/35 (g)(k)

1,043

1,043

Class M1, 3.03% 1/25/35 (g)(k)

1,291

1,291

Bear Stearns Commercial Mortgage Securities, Inc.:

floater Series 2004-ESA Class A2, 2.79% 5/14/16 (g)(k)

6,875

6,893

sequential pay Series 2004-ESA Class A3, 4.741% 5/14/16 (g)

3,530

3,599

Series 2004-ESA:

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

5,430

5,537

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

3,020

3,082

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

1,460

1,491

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

4,540

4,626

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

1,090

1,110

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 1.7018% 8/1/24 (g)(k)

1,162

1,034

Commercial Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

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

$ 12,500

$ 13,459

COMM floater Series 2002-FL7 Class A2, 2.83% 11/15/14 (g)(k)

2,432

2,434

Commercial Mortgage pass thru certificates floater Series 2004-CNL:

Class B, 2.88% 9/15/14 (g)(k)

1,965

1,966

Class D, 3.12% 9/15/14 (g)(k)

605

605

Class E, 3.18% 9/15/14 (g)(k)

820

821

Class F, 3.28% 9/15/14 (g)(k)

650

651

Class G, 3.46% 9/15/14 (g)(k)

1,475

1,477

Class H, 3.56% 9/15/14 (g)(k)

1,570

1,572

Class J, 4.08% 9/15/14 (g)(k)

540

541

Class K, 4.48% 9/15/14 (g)(k)

845

846

Class L, 4.68% 9/15/14 (g)(k)

680

680

CS First Boston Mortgage Securities Corp.:

sequential pay:

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

827

847

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

10,600

12,067

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

10,735

11,905

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

8,265

9,455

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

6,000

6,271

Fannie Mae sequential pay Series 1999-10 Class MZ, 6.5% 9/17/38

15,210

16,137

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 7.8633% 4/29/39 (g)(k)

2,900

3,014

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

2,210

2,343

Ginnie Mae guaranteed REMIC pass thru securities sequential pay:

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

8,218

8,081

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

6,535

6,500

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

11,610

11,525

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

12,000

11,489

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

6,000

206

GS Mortgage Securities Corp. II:

sequential pay:

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

7,278

8,149

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

5,995

5,953

Series 2004-C1 Class A1, 3.659% 10/10/28

29,769

29,364

Commercial Mortgage Securities - continued

Principal Amount (000s)

Value (Note 1) (000s)

GS Mortgage Securities Corp. II: - continued

Series 1998-GLII Class E, 6.9703% 4/13/31 (k)

$ 4,895

$ 5,117

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

2,360

2,645

LB Multi-family Mortgage Trust Series 1991-4 Class A1, 7.0215% 4/25/21 (g)(k)

226

201

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

13,900

12,793

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

6,336

6,738

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

32,000

33,940

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $277,370)

283,459

Foreign Government and Government Agency Obligations - 0.6%

Chilean Republic 7.125% 1/11/12

18,215

20,943

Hong Kong Government Special Administrative Region 5.125% 8/1/14 (g)

22,350

23,116

Italian Republic 4.5% 1/21/15

26,650

26,641

Korean Republic 4.875% 9/22/14

11,240

11,266

State of Israel 4.625% 6/15/13

1,870

1,824

United Mexican States:

4.625% 10/8/08

25,205

25,457

5.875% 1/15/14

26,840

27,779

7.5% 1/14/12

12,100

13,812

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $144,495)

150,838

Supranational Obligations - 0.0%

Corporacion Andina de Fomento 6.875% 3/15/12
(Cost $6,510)

6,580

7,410

Floating Rate Loans - 0.3%

Principal Amount (000s)

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 0.1%

Automobiles - 0.0%

AM General LLC Tranche C2, term loan 11.21% 5/2/12 (k)

$ 6,000

$ 6,300

Hotels, Restaurants & Leisure - 0.1%

Hilton Head Communications LP Tranche B, term loan 6.5% 3/31/08 (k)

6,500

6,386

Media - 0.0%

Century Cable Holdings LLC Tranche B, term loan 7.25% 6/30/09 (k)

5,000

4,975

TOTAL CONSUMER DISCRETIONARY

17,661

ENERGY - 0.0%

Oil & Gas - 0.0%

El Paso Corp.:

Credit-Linked Deposit 5.16% 11/22/09 (k)

1,256

1,269

term loan 5.1875% 11/22/09 (k)

2,085

2,109

3,378

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

Olympus Cable Holdings LLC Tranche B, term loan 7.25% 9/30/10 (k)

6,220

6,181

Insurance - 0.0%

Marsh & McLennan Companies, Inc. term loan 3.8125% 12/31/06 (h)(k)

5,000

5,000

Real Estate - 0.0%

LNR Property Corp. Tranche B, term loan 5.59% 1/31/08 (h)(k)

5,000

5,038

TOTAL FINANCIALS

16,219

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

HealthSouth Corp. term loan 10.375% 1/16/11 (k)

16,000

17,600

Skilled Healthcare Group, Inc. term loan 9.345% 1/31/11 (k)

150

154

17,754

Floating Rate Loans - continued

Principal Amount (000s)

Value (Note 1) (000s)

MATERIALS - 0.0%

Construction Materials - 0.0%

Headwaters, Inc. Tranche 2, term loan 8.08% 9/8/12 (k)

$ 2,450

$ 2,548

Containers & Packaging - 0.0%

White Birch Paper Ltd. Tranche B1, term loan 7.5% 2/26/10 (k)

4,423

4,539

Metals & Mining - 0.0%

Murray Energy Corp. Tranche 2, term loan 10.3088% 1/28/11 (k)

3,000

3,158

TOTAL MATERIALS

10,245

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Telewest Global Finance LLC:

Tranche B, term loan 4.8911% 12/20/12 (k)

308

312

Tranche C, term loan 5.3911% 12/20/13 (k)

235

239

Valor Telecommunications Enterprises LLC Tranche 2, term loan 10.23% 11/10/11 (k)

6,500

6,679

7,230

UTILITIES - 0.0%

Electric Utilities - 0.0%

Astoria Energy LLC term loan 11.31% 4/15/12 (k)

2,440

2,501

TOTAL FLOATING RATE LOANS

(Cost $71,445)

74,988

Money Market Funds - 9.6%

Shares

Value (Note 1) (000s)

Fidelity Cash Central Fund, 2.31% (b)

2,264,336,372

$ 2,264,336

Fidelity Securities Lending Cash Central Fund, 2.29% (b)(c)

4,290,087

4,290

TOTAL MONEY MARKET FUNDS

(Cost $2,268,626)

2,268,626

TOTAL INVESTMENT PORTFOLIO - 104.2%

(Cost $21,454,231)

24,552,283

NET OTHER ASSETS - (4.2)%

(997,181)

NET ASSETS - 100%

$ 23,555,102

Swap Agreements

Expiration Date

Notional Amount (000s)

Value
(000s)

Credit Default Swap

Receive quarterly notional amount multiplied by .75% and pay Bank of America upon default event of News America, Inc., par value of the notional amount of News America, Inc. 4.75% 3/15/10

April 2010

$ 5,000

$ 50

Interest Rate Swap

Receive quarterly a fixed rate equal to 2.8043% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

Sept. 2006

60,000

(310)

Receive quarterly a fixed rate equal to 2.9119% and pay quarterly a floating rate based on 3-Month LIBOR with Bank of America

Oct. 2006

80,000

(741)

Receive quarterly a fixed rate equal to 4.898% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.

July 2014

58,025

2,410

TOTAL INTEREST RATE SWAP

198,025

1,359

Swap Agreements - continued

Expiration Date

Notional Amount (000s)

Value (000s)

Total Return Swap

Receive monthly a return equal to Lehman Brothers CMBS US Aggregate Index and pay monthly a floating rate based on 1-month LIBOR with Deutsche Bank

June 2005

$ 2,705

$ 8

Receive monthly a return equal to Lehman Brothers for CMBS AAA 8.5+ Index and pay monthly a floating rate based on 1-month LIBOR minus 40 basis points with Lehman Brothers, Inc.

April 2005

10,200

132

Receive monthly a return equal to Lehman Brothers for CMBS US Aggregate Index and pay monthly a floating rate based on 1-month LIBOR with Goldman Sachs

March 2005

6,795

20

Receive quarterly a return equal to that of Banc of America Securities LLC AAA 10Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 30 basis points with Bank of America

May 2005

20,400

175

Receive quarterly a return equal to that of Banc of America Securities LLC AAA 10Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 30 basis points with Bank of America

July 2005

10,200

29

Receive quarterly a return equal to that of Banc of America Securities LLC AAA 10Yr Commercial Mortgage-Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 27 basis points with Bank of America

June 2005

10,200

236

Receive quarterly a return equal to that of Lehman Brothers Commercial Mortgage-Backed Securities AAA Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 8 basis points with Bank of America

April 2005

11,100

(26)

TOTAL TOTAL RETURN SWAP

71,600

574

$ 274,625

$ 1,983

Security Type Abbreviation

PIERS - Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

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

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

(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) Security or a portion of the security is on loan 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 $852,991,000 or 3.6% of net assets.

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

(i) A portion of the security is subject to a forward commitment to sell.

(j) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $348,000.

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

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

(m) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,123,000 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

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

3/3/99

$ 6,302

Other Information

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

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

14.0%

AAA,AA,A

5.6%

BBB

5.1%

BB

1.3%

B

2.7%

CCC,CC,C

0.7%

Not Rated

0.8%

Other Investments

0.0%

Equities

63.7%

Short-Term Investments and Net Other Assets

6.1%

100.0%

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

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

United States of America

89.3%

United Kingdom

2.0%

France

1.9%

Netherlands

1.0%

Others (individually less than 1%)

5.8%

100.0%

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, 2005

Assets

Investment in securities, at value (including securities loaned of $4,270) (cost $21,454,231) - See accompanying schedule

$ 24,552,283

Commitment to sell securities on a delayed delivery basis

$ (10,049)

Receivable for securities sold on a delayed delivery basis

10,040

(9)

Receivable for investments sold, regular delivery

74,526

Cash

703

Receivable for fund shares sold

41,324

Dividends receivable

16,983

Interest receivable

69,730

Swap agreements, at value

1,983

Prepaid expenses

78

Other affiliated receivables

170

Other receivables

503

Total assets

24,758,274

Liabilities

Payable for investments purchased
Regular delivery

$ 65,954

Delayed delivery

1,096,211

Payable for fund shares redeemed

23,661

Accrued management fee

8,267

Other affiliated payables

4,466

Other payables and accrued expenses

323

Collateral on securities loaned, at value

4,290

Total liabilities

1,203,172

Net Assets

$ 23,555,102

Net Assets consist of:

Paid in capital

$ 20,167,796

Undistributed net investment income

57,813

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

229,474

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

3,100,019

Net Assets, for 1,261,498 shares outstanding

$ 23,555,102

Net Asset Value, offering price and redemption price per share ($23,555,102 ÷ 1,261,498 shares)

$ 18.67

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, 2005

Investment Income

Dividends

$ 165,347

Interest

185,609

Security lending

417

Total income

351,373

Expenses

Management fee

$ 48,574

Transfer agent fees

22,277

Accounting and security lending fees

1,019

Non-interested trustees' compensation

66

Appreciation in deferred trustee compensation account

26

Custodian fees and expenses

327

Registration fees

101

Audit

129

Legal

40

Interest

1

Miscellaneous

121

Total expenses before reductions

72,681

Expense reductions

(871)

71,810

Net investment income (loss)

279,563

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

404,289

Foreign currency transactions

113

Swap agreements

6,877

Total net realized gain (loss)

411,279

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,212)

772,503

Assets and liabilities in foreign currencies

(1)

Swap agreements

872

Delayed delivery commitments

(9)

Total change in net unrealized appreciation (depreciation)

773,365

Net gain (loss)

1,184,644

Net increase (decrease) in net assets resulting from operations

$ 1,464,207

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
January 31,
2005

Year ended
July 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 279,563

$ 528,406

Net realized gain (loss)

411,279

886,546

Change in net unrealized appreciation (depreciation)

773,365

1,211,139

Net increase (decrease) in net assets resulting
from operations

1,464,207

2,626,091

Distributions to shareholders from net investment income

(285,445)

(541,033)

Distributions to shareholders from net realized gain

(868,285)

(349,196)

Total distributions

(1,153,730)

(890,229)

Share transactions
Proceeds from sales of shares

1,650,284

2,744,034

Reinvestment of distributions

1,106,212

848,271

Cost of shares redeemed

(1,565,785)

(2,885,738)

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

1,190,711

706,567

Total increase (decrease) in net assets

1,501,188

2,442,429

Net Assets

Beginning of period

22,053,914

19,611,485

End of period (including undistributed net investment income of $57,813 and undistributed net investment income of $63,695, respectively)

$ 23,555,102

$ 22,053,914

Other Information

Shares

Sold

89,128

151,098

Issued in reinvestment of distributions

60,547

47,522

Redeemed

(84,417)

(158,927)

Net increase (decrease)

65,258

39,693

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,

2005

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 18.44

$ 16.96

$ 15.96

$ 18.69

$ 18.92

$ 20.22

Income from Investment Operations

Net investment income (loss)D

.23

.45

.48

.53

.61

.61

Net realized and unrealized gain (loss)

.95

1.79

.99

(2.35)

.78

(.36)

Total from investment
operations

1.18

2.24

1.47

(1.82)

1.39

.25

Distributions from net investment income

(.23)

(.46)

(.47)

(.56)

(.61)

(.58)

Distributions from net realized gain

(.72)

(.30)

-

(.35)

(1.01)

(.97)

Total distributions

(.95)

(.76)

(.47)

(.91)

(1.62)

(1.55)

Net asset value, end of period

$ 18.67

$ 18.44

$ 16.96

$ 15.96

$ 18.69

$ 18.92

Total ReturnB,C

6.59%

13.43%

9.45%

(10.06)%

7.56%

1.34%

Ratios to Average Net AssetsE

Expenses before expense reductions

.63%A

.65%

.66%

.65%

.64%

.64%

Expenses net of voluntary waivers, if any

.63%A

.65%

.66%

.65%

.64%

.64%

Expenses net of all
reductions

.63%A

.64%

.66%

.64%

.63%

.63%

Net investment
income (loss)

2.44%A

2.46%

3.03%

3.03%

3.23%

3.24%

Supplemental Data

Net assets, end of
period (in millions)

$ 23,555

$ 22,054

$ 19,611

$ 18,210

$ 20,921

$ 20,966

Portfolio turnover rate

86%A

67%

86%

79%

67%

62%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Puritan Fund (the fund) is a fund of Fidelity Puritan Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

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

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

Semiannual Report

1. Significant Accounting Policies - continued

Foreign Currency - continued

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

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

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

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

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

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

Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to foreign currency transactions, prior period premium and discount on debt securities, market discount, contingent interest, financing transactions and losses deferred due to wash sales.

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

Unrealized appreciation

$ 3,983,168

Unrealized depreciation

(880,503)

Net unrealized appreciation (depreciation)

$ 3,102,665

Cost for federal income tax purposes

$ 21,449,618

2. Operating Policies.

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

Semiannual Report

2. Operating Policies - continued

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

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

Loans and Other Direct Debt Instruments. The fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

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

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact the fund.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Swap Agreements - continued

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

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. The fund may enter into credit default swaps in which the fund or its counterparty act as guarantors. By acting as the guarantor of a swap, the fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively .

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

Mortgage Dollar Rolls. To earn additional income, the fund may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may

Semiannual Report

2. Operating Policies - continued

Mortgage Dollar Rolls - continued

enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, the fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $2,596,146 and $2,593,129, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .15% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .42% of the fund's average net assets.

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

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

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 $20,359 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $55 for the period.

5. Committed Line of Credit.

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

6. Security Lending.

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

7. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period amounted to $10,247. The weighted average interest rate was 1.81%. At period end, there were no bank borrowings outstanding.

Semiannual Report

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $695 for the period. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $7 and $169, respectively.

9. Other.

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

Semiannual Report

Report of Independent Registered Public Accounting Firm

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

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

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

March 15, 2005

Semiannual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

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

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

3550 Tamiami Trail, South
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

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Nevada

2225 Village Walk Drive
Henderson, NV

Semiannual Report

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Far East) Inc.

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

Fidelity Investments Money Management, Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisers

Fidelity International Investment Advisers (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

PUR-USAN-0305
1.789289.101

Fidelity®

Value Discovery

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

Semiannual Report

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2004 to January 31, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Beginning
Account Value
August 1, 2004

Ending
Account Value
January 31, 2005

Expenses Paid
During Period*
August 1, 2004
to January 31, 2005

Actual

$ 1,000.00

$ 1,123.80

$ 5.30

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.21

$ 5.04

* Expenses are equal to the Fund's annualized expense ratio of .99; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2005

% of fund's net assets

% of fund's net assets
6 months ago

Lehman Brothers Holdings, Inc.

2.3

1.9

American International Group, Inc.

2.1

2.0

Halliburton Co.

2.0

0.0

Wachovia Corp.

1.9

1.9

Merrill Lynch & Co., Inc.

1.9

0.8

Equity Lifestyle Properties, Inc.

1.8

0.0

Bank of America Corp.

1.7

1.0

SBC Communications, Inc.

1.5

2.2

TXU Corp.

1.5

1.1

American Tower Corp. Class A

1.3

1.0

18.0

Top Five Market Sectors as of January 31, 2005

% of fund's net assets

% of fund's net assets
6 months ago

Financials

18.5

17.5

Information Technology

17.4

16.9

Energy

14.0

19.3

Consumer Discretionary

11.9

9.9

Materials

9.3

9.3

Asset Allocation (% of fund's net assets)

As of January 31, 2005 *

As of July 31, 2004 **

Stocks 99.4%

Stocks 99.5%

Short-Term
Investments and
Net Other Assets 0.6%

Short-Term
Investments and
Net Other Assets 0.5%



* Foreign investments

10.1%

** Foreign investments

11.3%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Common Stocks - 99.4%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 11.9%

Distributors - 0.4%

WESCO International, Inc. (a)

8,400

$ 283,836

Hotels, Restaurants & Leisure - 3.0%

Brinker International, Inc. (a)

10,800

406,188

CBRL Group, Inc.

9,100

374,101

McDonald's Corp.

23,800

770,882

Outback Steakhouse, Inc.

8,500

391,425

Wendy's International, Inc.

10,300

403,966

2,346,562

Household Durables - 0.7%

Blount International, Inc. (a)

4,700

84,365

Champion Enterprises, Inc. (a)

43,200

466,128

550,493

Internet & Catalog Retail - 0.3%

eBay, Inc. (a)

2,900

236,350

Leisure Equipment & Products - 0.4%

Brunswick Corp.

3,200

147,584

Escalade, Inc.

9,800

133,084

280,668

Media - 3.1%

E.W. Scripps Co. Class A

7,200

333,792

Fox Entertainment Group, Inc. Class A (a)

8,800

296,120

Lamar Advertising Co. Class A (a)

12,000

515,760

News Corp. Class B

16,000

281,280

Univision Communications, Inc. Class A (a)

22,700

619,937

Walt Disney Co.

13,400

383,642

2,430,531

Multiline Retail - 1.0%

JCPenney Co., Inc.

9,300

397,296

Nordstrom, Inc.

8,000

386,000

783,296

Specialty Retail - 2.0%

Asbury Automotive Group, Inc. (a)

12,600

212,688

Hot Topic, Inc. (a)

13,400

259,692

RadioShack Corp.

7,100

235,152

Toys 'R' Us, Inc. (a)

20,400

437,580

Weight Watchers International, Inc. (a)

8,500

398,310

1,543,422

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 1.0%

Liz Claiborne, Inc.

8,140

$ 341,392

Polo Ralph Lauren Corp. Class A

5,100

198,645

Warnaco Group, Inc. (a)

9,100

196,651

736,688

TOTAL CONSUMER DISCRETIONARY

9,191,846

CONSUMER STAPLES - 4.6%

Food & Staples Retailing - 0.8%

Safeway, Inc. (a)

13,300

250,705

Wal-Mart Stores, Inc.

6,900

361,560

612,265

Food Products - 2.0%

American Italian Pasta Co. Class A

2,500

67,750

Bunge Ltd.

7,900

446,666

Corn Products International, Inc.

13,000

381,680

Smithfield Foods, Inc. (a)

11,800

357,186

The J.M. Smucker Co.

6,500

303,225

1,556,507

Household Products - 0.8%

Colgate-Palmolive Co.

7,900

415,066

Procter & Gamble Co.

4,000

212,920

627,986

Tobacco - 1.0%

Altria Group, Inc.

12,400

791,492

TOTAL CONSUMER STAPLES

3,588,250

ENERGY - 14.0%

Energy Equipment & Services - 10.9%

Cooper Cameron Corp. (a)

11,762

663,494

Diamond Offshore Drilling, Inc.

10,000

437,700

GlobalSantaFe Corp.

12,100

427,856

Halliburton Co.

37,100

1,525,923

National-Oilwell, Inc. (a)

15,174

559,617

Noble Corp.

16,023

854,827

Pride International, Inc. (a)

17,434

407,781

Rowan Companies, Inc.

14,600

411,136

Smith International, Inc. (a)

12,794

757,405

Transocean, Inc. (a)

19,500

858,000

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Energy Equipment & Services - continued

Varco International, Inc. (a)

26,226

$ 802,778

Weatherford International Ltd. (a)

13,479

731,505

8,438,022

Oil & Gas - 3.1%

Ashland, Inc.

13,000

797,940

Premcor, Inc.

8,000

384,000

Range Resources Corp.

18,000

399,420

Valero Energy Corp.

15,400

801,262

2,382,622

TOTAL ENERGY

10,820,644

FINANCIALS - 18.5%

Capital Markets - 5.7%

E*TRADE Financial Corp. (a)

24,500

336,875

Lehman Brothers Holdings, Inc.

19,690

1,795,532

Merrill Lynch & Co., Inc.

24,410

1,466,309

Morgan Stanley

14,610

817,576

4,416,292

Commercial Banks - 4.1%

Bank of America Corp.

28,800

1,335,456

North Fork Bancorp, Inc., New York

13,200

378,840

Wachovia Corp.

27,000

1,480,950

3,195,246

Insurance - 5.3%

AFLAC, Inc.

20,400

806,004

AMBAC Financial Group, Inc.

2,500

192,200

American International Group, Inc.

24,600

1,630,734

Hartford Financial Services Group, Inc.

5,300

356,637

Montpelier Re Holdings Ltd.

6,700

250,915

St. Paul Travelers Companies, Inc.

18,800

705,752

Willis Group Holdings Ltd.

3,800

146,984

4,089,226

Real Estate - 3.0%

Equity Lifestyle Properties, Inc.

41,474

1,421,729

Equity Residential (SBI)

11,100

350,094

General Growth Properties, Inc.

6,490

206,187

Kimco Realty Corp.

6,100

323,178

2,301,188

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.4%

Fannie Mae

5,400

$ 348,732

TOTAL FINANCIALS

14,350,684

HEALTH CARE - 6.1%

Health Care Equipment & Supplies - 2.8%

Aspect Medical Systems, Inc. (a)

600

13,524

Baxter International, Inc.

19,200

648,192

BioLase Technology, Inc. (d)

18,100

183,172

Dade Behring Holdings, Inc. (a)

16,600

948,690

Fisher Scientific International, Inc. (a)

5,900

372,585

2,166,163

Health Care Providers & Services - 2.1%

Cardinal Health, Inc.

4,000

225,280

Henry Schein, Inc. (a)

5,300

360,718

McKesson Corp.

7,600

262,124

ProxyMed, Inc. (a)

14,900

148,553

UnitedHealth Group, Inc.

4,400

391,160

WebMD Corp. (a)

25,800

194,790

1,582,625

Pharmaceuticals - 1.2%

Merck & Co., Inc.

21,300

597,465

Pfizer, Inc.

14,200

343,072

940,537

TOTAL HEALTH CARE

4,689,325

INDUSTRIALS - 6.8%

Aerospace & Defense - 3.2%

EADS NV

9,700

296,478

EDO Corp.

7,300

233,235

Goodrich Corp.

9,600

329,280

Honeywell International, Inc.

9,800

352,604

Lockheed Martin Corp.

6,400

369,984

Precision Castparts Corp.

6,664

468,479

United Defense Industries, Inc.

8,700

416,991

2,467,051

Air Freight & Logistics - 0.6%

Dynamex, Inc. (a)

27,300

494,130

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Airlines - 0.3%

Delta Air Lines, Inc. (a)

23,700

$ 127,743

JetBlue Airways Corp. (a)

7,471

147,851

275,594

Construction & Engineering - 0.7%

Dycom Industries, Inc. (a)

6,384

173,453

Fluor Corp.

682

36,514

URS Corp. (a)

12,741

359,424

569,391

Industrial Conglomerates - 0.3%

Siemens AG sponsored ADR

2,600

206,466

Machinery - 1.6%

AGCO Corp. (a)

9,200

188,876

ITT Industries, Inc.

3,700

315,573

Manitowoc Co., Inc.

9,800

356,720

SPX Corp.

8,500

356,150

1,217,319

Road & Rail - 0.0%

Laidlaw International, Inc. (a)

700

15,239

Trading Companies & Distributors - 0.1%

UAP Holding Corp.

4,000

60,000

TOTAL INDUSTRIALS

5,305,190

INFORMATION TECHNOLOGY - 17.4%

Communications Equipment - 2.0%

Alcatel SA sponsored ADR (a)

24,600

352,272

Andrew Corp. (a)

26,720

348,963

Avaya, Inc. (a)

21,410

307,234

Juniper Networks, Inc. (a)

5,600

140,728

Powerwave Technologies, Inc. (a)

50,700

399,009

1,548,206

Computers & Peripherals - 3.2%

Dell, Inc. (a)

8,200

342,432

Diebold, Inc.

4,300

231,512

EMC Corp. (a)

29,700

389,070

Komag, Inc. (a)

11,400

221,502

Maxtor Corp. (a)

29,900

141,427

Seagate Technology

21,300

360,396

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

Storage Technology Corp. (a)

12,010

$ 378,195

Western Digital Corp. (a)

34,970

376,627

2,441,161

Electronic Equipment & Instruments - 5.3%

Amphenol Corp. Class A

10,700

420,831

Arrow Electronics, Inc. (a)

14,000

330,540

Avnet, Inc. (a)

18,560

332,595

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

47,400

616,824

Flextronics International Ltd. (a)

60,100

850,415

Mettler-Toledo International, Inc. (a)

6,900

346,104

Napco Security Systems, Inc.

19,900

261,108

Solectron Corp. (a)

59,200

294,224

Symbol Technologies, Inc.

19,356

354,215

Tech Data Corp. (a)

7,840

329,515

4,136,371

IT Services - 1.6%

Affiliated Computer Services, Inc. Class A (a)

5,900

319,721

BearingPoint, Inc. (a)

21,900

172,791

Ceridian Corp. (a)

31,700

561,090

DST Systems, Inc. (a)

3,900

189,072

1,242,674

Office Electronics - 0.5%

Xerox Corp. (a)

22,000

349,360

Semiconductors & Semiconductor Equipment - 3.3%

Analog Devices, Inc.

10,100

362,489

DSP Group, Inc. (a)

24,800

615,288

Freescale Semiconductor, Inc. Class B (a)

2,800

48,916

Intel Corp.

15,800

354,710

Lam Research Corp. (a)

8,100

216,756

National Semiconductor Corp.

27,230

461,004

Teradyne, Inc. (a)

13,490

189,265

Varian Semiconductor Equipment Associates, Inc. (a)

9,900

339,372

2,587,800

Software - 1.5%

BEA Systems, Inc. (a)

41,900

356,988

DATATRAK International, Inc. (a)

12,300

133,209

Microsoft Corp.

10,080

264,902

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

NAVTEQ Corp.

4,000

$ 153,160

RADWARE Ltd. (a)

9,400

229,266

1,137,525

TOTAL INFORMATION TECHNOLOGY

13,443,097

MATERIALS - 9.3%

Chemicals - 3.8%

Albemarle Corp.

9,700

340,567

Dow Chemical Co.

8,180

406,546

Great Lakes Chemical Corp.

11,400

301,530

Lyondell Chemical Co.

28,740

845,531

Monsanto Co.

9,000

487,170

NOVA Chemicals Corp.

11,300

509,709

2,891,053

Construction Materials - 0.2%

Eagle Materials, Inc. Class B

1,800

139,770

Containers & Packaging - 1.0%

Packaging Corp. of America

19,000

423,890

Smurfit-Stone Container Corp. (a)

24,700

371,488

795,378

Metals & Mining - 3.3%

Agnico-Eagle Mines Ltd.

7,200

91,838

Alcan, Inc.

10,800

430,677

Alcoa, Inc.

14,200

419,042

Falconbridge Ltd.

12,300

301,591

Gerdau AmeriSteel Corp. (a)

64,300

379,256

Industrias Penoles SA de CV

7,100

37,239

Peabody Energy Corp.

6,100

516,975

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

13,100

395,834

2,572,452

Paper & Forest Products - 1.0%

Georgia-Pacific Corp.

8,600

276,060

International Paper Co.

7,500

293,625

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

13,500

197,505

767,190

TOTAL MATERIALS

7,165,843

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - 7.2%

Diversified Telecommunication Services - 3.5%

BellSouth Corp.

18,240

$ 478,618

Citizens Communications Co.

21,000

283,290

Philippine Long Distance Telephone Co. sponsored ADR (a)

3,100

80,600

PT Indosat Tbk ADR

2,200

68,530

PT Telkomunikasi Indonesia Tbk sponsored ADR

3,500

72,625

SBC Communications, Inc.

49,920

1,186,099

Verizon Communications, Inc.

15,400

548,086

2,717,848

Wireless Telecommunication Services - 3.7%

American Tower Corp. Class A (a)

56,552

1,024,722

Crown Castle International Corp. (a)

44,810

734,884

MTN Group Ltd.

11,200

84,051

Orascom Telecom SAE GDR (a)

681

21,315

SpectraSite, Inc. (a)

17,250

1,010,850

2,875,822

TOTAL TELECOMMUNICATION SERVICES

5,593,670

UTILITIES - 3.6%

Electric Utilities - 2.9%

PG&E Corp. (a)

17,400

609,000

PPL Corp.

2,700

145,800

Sierra Pacific Resources (a)(d)

33,100

325,704

TXU Corp.

16,790

1,161,868

2,242,372

Multi-Utilities & Unregulated Power - 0.7%

AES Corp. (a)

38,300

538,115

TOTAL UTILITIES

2,780,487

TOTAL COMMON STOCKS

(Cost $65,656,381)

76,929,036

Money Market Funds - 1.4%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 2.31% (b)

943,121

$ 943,121

Fidelity Securities Lending Cash Central Fund, 2.29% (b)(c)

154,000

154,000

TOTAL MONEY MARKET FUNDS

(Cost $1,097,121)

1,097,121

TOTAL INVESTMENT PORTFOLIO - 100.8%

(Cost $66,753,502)

78,026,157

NET OTHER ASSETS - (0.8)%

(648,633)

NET ASSETS - 100%

$ 77,377,524

Legend

(a) Non-income producing

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

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

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

Other Information

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

United States of America

89.9%

Canada

3.6%

Cayman Islands

2.2%

Singapore

1.1%

Bermuda

1.1%

Others (individually less than 1%)

2.1%

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

January 31, 2005 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $155,204) (cost $66,753,502) - See accompanying schedule

$ 78,026,157

Receivable for fund shares sold

461,572

Dividends receivable

41,843

Interest receivable

2,515

Prepaid expenses

209

Other receivables

8,463

Total assets

78,540,759

Liabilities

Payable for investments purchased

$ 807,885

Payable for fund shares redeemed

125,370

Accrued management fee

33,312

Other affiliated payables

18,644

Other payables and accrued expenses

24,024

Collateral on securities loaned, at value

154,000

Total liabilities

1,163,235

Net Assets

$ 77,377,524

Net Assets consist of:

Paid in capital

$ 64,968,191

Undistributed net investment income

29,059

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

1,107,577

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

11,272,697

Net Assets, for 5,696,903 shares outstanding

$ 77,377,524

Net Asset Value, offering price and redemption price per share ($77,377,524 ÷ 5,696,903 shares)

$ 13.58

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended January 31, 2005 (Unaudited)

Investment Income

Dividends

$ 386,729

Special Dividends

47,250

Interest

12,707

Security lending

2,139

Total income

448,825

Expenses

Management fee
Basic fee

$ 191,009

Performance adjustment

(19,950)

Transfer agent fees

89,735

Accounting and security lending fees

14,879

Non-interested trustees' compensation

185

Custodian fees and expenses

6,453

Registration fees

23,112

Audit

22,207

Legal

235

Miscellaneous

269

Total expenses before reductions

328,134

Expense reductions

(17,877)

310,257

Net investment income (loss)

138,568

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

1,875,992

Foreign currency transactions

1,219

Total net realized gain (loss)

1,877,211

Change in net unrealized appreciation (depreciation) on:

Investment securities

5,745,749

Assets and liabilities in foreign currencies

62

Total change in net unrealized appreciation (depreciation)

5,745,811

Net gain (loss)

7,623,022

Net increase (decrease) in net assets resulting from operations

$ 7,761,590

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

Semiannual Report

Statement of Changes in Net Assets

Six months ended
January 31, 2005
(Unaudited)

Year ended
July 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 138,568

$ (102,159)

Net realized gain (loss)

1,877,211

3,155,469

Change in net unrealized appreciation (depreciation)

5,745,811

2,818,011

Net increase (decrease) in net assets resulting
from operations

7,761,590

5,871,321

Distributions to shareholders from net investment income

(109,509)

-

Distributions to shareholders from net realized gain

(2,561,888)

(1,011,654)

Total distributions

(2,671,397)

(1,011,654)

Share transactions
Proceeds from sales of shares

23,123,236

50,271,629

Reinvestment of distributions

2,524,169

956,450

Cost of shares redeemed

(12,340,649)

(32,080,890)

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

13,306,756

19,147,189

Total increase (decrease) in net assets

18,396,949

24,006,856

Net Assets

Beginning of period

58,980,575

34,973,719

End of period (including undistributed net investment income of $29,059 and undistributed net investment income of $0, respectively)

$ 77,377,524

$ 58,980,575

Other Information

Shares

Sold

1,777,789

4,011,736

Issued in reinvestment of distributions

206,576

81,454

Redeemed

(954,874)

(2,580,456)

Net increase (decrease)

1,029,491

1,512,734

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

Semiannual Report

Financial Highlights

Six months ended January 31, 2005

Years ended July 31,

(Unaudited)

2004

2003F

Selected Per-Share Data

Net asset value, beginning of period

$ 12.64

$ 11.09

$ 10.00

Income from Investment Operations

Net investment income (loss)D

.03E

(.03)

(.01)

Net realized and unrealized gain (loss)

1.47

1.87

1.10

Total from investment operations

1.50

1.84

1.09

Distributions from net investment income

(.02)

-

-

Distributions from net realized gain

(.54)

(.29)

-

Total distributions

(.56)

(.29)

-

Net asset value, end of period

$ 13.58

$ 12.64

$ 11.09

Total ReturnB,C

12.38%

16.81%

10.90%

Ratios to Average Net AssetsG

Expenses before expense reductions

.99%A

1.13%

1.63%A

Expenses net of voluntary waivers, if any

.99%A

1.13%

1.50%A

Expenses net of all reductions

.93%A

1.08%

1.44%A

Net investment income (loss)

.42%A,E

(.21)%

(.14)%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 77,378

$ 58,981

$ 34,974

Portfolio turnover rate

133%A

164%

158%A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been .27%.

F For the period December 10, 2002 (commencement of operations) to July 31, 2003.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

1. Significant Accounting Policies.

Fidelity Value Discovery Fund (the fund) is a fund of Fidelity Puritan Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

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

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

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

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

Semiannual Report

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Large, non-recurring dividends recognized by the fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC) and losses deferred due to wash sales.

Semiannual Report

1. Significant Accounting Policies (Unaudited) - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 12,191,924

Unrealized depreciation

(1,588,712)

Net unrealized appreciation (depreciation)

$ 10,603,212

Cost for federal income tax purposes

$ 67,422,945

2. Operating Policies.

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $54,370,712 and $43,736,286, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .51% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .27% of average net assets.

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $12,697 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9,589 for the period.

5. Committed Line of Credit.

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

6. Security Lending.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Security Lending - continued

or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $17,877 for the period.

8. Other.

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

Semiannual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

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

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

3550 Tamiami Trail, South
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

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Nevada

2225 Village Walk Drive
Henderson, NV

Semiannual Report

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Semiannual Report

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Fidelity Investments
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Covington, KY 41015

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

Semiannual Report

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Fidelity Management & Research Company

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Fidelity®

Low-Priced Stock

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

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

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

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

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

(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.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2004 to January 31, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Beginning
Account Value
August 1, 2004

Ending
Account Value
January 31, 2005

Expenses Paid
During Period*
August 1, 2004
to January 31, 2005

Actual

$ 1,000.00

$ 1,158.40

$ 5.28

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.32

$ 4.94

* Expenses are equal to the Fund's annualized expense ratio of .97%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

D.R. Horton, Inc.

2.2

1.7

Health Management Associates, Inc. Class A

1.5

1.6

MBNA Corp.

1.5

1.7

Safeway, Inc.

1.4

1.3

PacifiCare Health Systems, Inc.

1.2

0.7

Next PLC

1.2

1.3

Petroleo Brasileiro SA Petrobras sponsored ADR

1.2

1.0

Lincare Holdings, Inc.

1.1

1.0

Lafarge North America, Inc.

1.1

1.0

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

1.0

0.9

13.4

Top Five Market Sectors as of January 31, 2005

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

22.4

22.8

Financials

14.6

14.3

Information Technology

11.1

11.6

Health Care

11.1

8.7

Industrials

10.0

9.6

Asset Allocation (% of fund's net assets)

As of January 31, 2005*

As of July 31, 2004**

Stocks, Investment Companies and
Equity Futures 90.9%

Stocks, Investment Companies and
Equity Futures 87.5%

Convertible
Securities 0.0%

Convertible
Securities 0.1%

Short-Term
Investments and
Net Other Assets 9.1%

Short-Term
Investments and
Net Other Assets 12.4%

* Foreign investments

24.4%

** Foreign
investments

23.1%



Semiannual Report

Investments January 31, 2005

Showing Percentage of Net Assets

Common Stocks - 89.1%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 22.4%

Auto Components - 1.7%

American Axle & Manufacturing Holdings, Inc. (e)

4,342,300

$ 116,591

ArvinMeritor, Inc. (e)

6,777,400

129,042

Brembo Spa

60,000

491

Drew Industries, Inc. (a)(e)

1,027,800

38,419

Dura Automotive Systems, Inc. Class A (sub. vtg.) (a)

1,844,074

17,002

FCC Co. Ltd. (d)

375,000

14,729

Federal Screw Works (e)

156,250

5,438

Fuji Oozx, Inc. (a)

200,000

944

Goodyear Tire & Rubber Co. (a)

1,000,000

15,440

Halla Climate Control Co.

315,000

3,069

Intermet Corp. (a)(e)

2,559,810

794

Inzi Controls Co. Ltd. (e)

656,000

3,036

Johnson Controls, Inc.

2,400,000

141,984

Murakami Corp. (e)

850,000

6,562

Musashi Seimitsu Industry Co. Ltd.

250,000

6,176

Owari Precise Products Co. Ltd.

350,000

1,023

Piolax, Inc. (d)(e)

1,050,000

21,076

Samsung Climate Control Co. Ltd.

330,050

2,013

Sewon Precision Industries Co. Ltd.

41,860

500

Stoneridge, Inc. (a)(e)

1,981,600

29,427

Strattec Security Corp. (a)(e)

519,745

30,016

Tachi-S Co. Ltd.

825,000

11,050

Tanaka Seimitsu Kogyo Co. Ltd.

50,000

1,607

Tochigi Fuji Sangyo KK

600,000

1,853

Tower Automotive, Inc. (a)(d)(e)

5,578,400

4,519

Toyota Auto Body Co. Ltd.

170,000

2,805

Yutaka Giken Co. Ltd.

360,000

8,286

613,892

Automobiles - 0.7%

China Motor Co. Ltd.

400,000

489

Ford Motor Co.

18,750,000

246,938

Glendale International Corp. (a)

95,300

480

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

931,700

9,941

Thor Industries, Inc.

30,000

1,037

258,885

Distributors - 0.3%

Advanced Marketing Services, Inc. (e)

1,927,800

17,832

Compania de Distribucion Integral Logista SA

520,000

29,185

Educational Development Corp.

67,700

683

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Distributors - continued

Goodfellow, Inc. (e)

421,600

$ 7,661

HIP Interactive Corp. (a)

474,600

489

Medion AG (d)

375,000

7,464

Nagahori Corp.

200,000

633

San-A Co. Ltd. (d)

85,000

1,911

Strongco, Inc. (e)

522,500

3,073

Uni-Select, Inc.

869,500

20,178

89,109

Hotels, Restaurants & Leisure - 3.9%

Applebee's International, Inc. (e)

8,250,000

229,845

ARK Restaurants Corp.

126,891

5,076

Benihana, Inc. (a)(e)

373,300

5,413

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

470,225

6,795

Brinker International, Inc. (a)(e)

5,400,000

203,094

Canterbury Park Holding Corp.

4,500

76

CEC Entertainment, Inc. (a)(e)

3,700,000

144,818

Domino's Pizza, Inc.

1,470,600

24,530

Elscint Ltd. (a)(e)

1,430,800

6,896

Elxsi Corp. (a)

181,600

681

Enterprise Inns PLC

750,000

10,531

Flanigan's Enterprises, Inc. (e)

195,000

1,474

Inventive Leisure PLC (e)

1,198,165

1,918

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

3,337,500

115,411

Jurys Doyle Hotel Group PLC (Ireland)

375,000

6,403

Kappa Create Co. Ltd. (d)

30,000

772

Krispy Kreme Doughnuts, Inc. (a)(d)

1,000,000

8,780

Kyoritsu Maintenance Co. Ltd.

25,000

539

Luminar PLC

1,475,000

14,543

Mefos Ltd.

25,000

326

Monarch Casino & Resort, Inc. (a)

119,487

3,618

MTR Gaming Group, Inc. (a)

1,077,584

12,845

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

2,199,064

19,374

Outback Steakhouse, Inc.

3,000,000

138,150

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

2,230,000

71,739

Pierre & Vacances

20,000

2,216

Pizzaexpress PLC (a)

1,750,000

14,461

Punch Taverns Ltd.

350,000

4,413

Ruby Tuesday, Inc.

2,995,430

76,204

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

3,922,900

53,901

Sonic Corp. (a)(e)

6,150,000

195,816

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Sportscene Restaurants, Inc. Class A (e)

406,500

$ 2,326

Ultimate Leisure Group PLC

150,000

994

1,383,978

Household Durables - 6.3%

Abbey PLC (e)

3,407,000

38,634

Airsprung Furniture Group PLC

950,000

671

Barratt Developments PLC (e)

23,957,099

274,334

Beazer Homes USA, Inc.

450,000

66,825

Bellway PLC (e)

10,520,416

168,420

Blyth, Inc. (e)

3,000,000

94,230

Boston Acoustics, Inc. (e)

274,488

3,837

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

1,024,400

87

Chitaly Holdings Ltd.

1,634,000

1,257

Chromcraft Revington, Inc. (a)(e)

957,300

12,359

Cobra Electronics Corp. (a)

142,899

1,053

Comstock Homebuilding Companies, Inc. Class A

75,000

1,793

CSS Industries, Inc.

3,700

119

D.R. Horton, Inc. (e)

19,250,000

765,754

Decorator Industries, Inc. (e)

279,715

2,322

Department 56, Inc. (a)(e)

1,322,800

21,271

Dominion Homes, Inc. (a)(e)

785,994

17,370

Ekornes AS

170,000

3,927

Enesco Group, Inc. (a)(e)

1,439,800

10,770

Helen of Troy Ltd. (a)(e)

2,980,900

95,270

Henry Boot PLC (e)

2,575,000

22,988

HTL International Holdings Ltd. (e)

15,006,000

13,106

Indesit Co. Spa

100,000

1,693

Japan General Estate Co. Ltd. (d)

100,000

1,212

Joint Corp. (d)

365,000

9,017

Kaufman & Broad SA

150,000

8,935

KB Home

950,000

103,218

Libbey, Inc. (e)

786,300

18,855

M/I Homes, Inc. (e)

1,750,000

99,400

McInerney Holdings PLC

75,000

676

Meritage Homes Corp. (a)(e)

1,394,400

90,148

Mohawk Industries, Inc. (a)

300,000

26,553

Nagawa Co. Ltd. (e)

1,000,000

8,068

Ngai Lik Industrial Holdings Ltd. (e)

52,404,000

14,109

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

359,300

5,174

Persimmon PLC

2,900,393

39,276

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Redrow PLC

1,400,000

$ 10,362

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

952,200

4,361

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

1,400,100

6,440

Stanley Furniture Co., Inc. (e)

600,000

27,894

Techtronic Industries Co. Ltd.

18,000,000

40,270

Toso Co. Ltd.

400,000

1,077

Tsann Kuen Enterprise Co. Ltd.

8,526,000

9,415

Wilson Bowden PLC

245,000

5,390

Yankee Candle Co., Inc. (a)

2,055,000

67,322

2,215,262

Internet & Catalog Retail - 0.1%

Belluna Co. Ltd. (d)

292,150

10,206

Insight Enterprises, Inc. (a)

1,210,078

23,415

N Brown Group PLC

2,000,000

5,217

38,838

Leisure Equipment & Products - 0.6%

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

1,831,600

19,232

Aruze Corp. (d)

25,000

618

Asia Optical Co., Inc.

1,400,342

8,347

Beneteau SA (d)

65,000

5,422

Coastcast Corp. (a)(e)

763,200

1,801

Escalade, Inc.

32,608

443

JAKKS Pacific, Inc. (a)(e)

1,690,056

36,877

Johnson Health Tech Co. Ltd.

929,500

1,998

Jumbo SA

510,000

4,440

Marine Products Corp. (e)

2,569,560

65,087

Premier Image Technology Corp.

6,825,000

7,537

RC2 Corp. (a)

86,350

2,500

SCP Pool Corp.

900,000

26,748

Trigano SA

60,000

5,455

Vitec Group PLC

150,000

968

Zapf Creation AG

400,000

9,228

196,701

Media - 0.7%

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

270,000

7,060

Bloomsbury Publishing PLC

10,000

60

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

1,471,600

206

Chime Communications PLC (a)(e)

15,385,714

8,838

Chubu-Nippon Broadcasting Co. Ltd.

100,000

1,201

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

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

289,000

$ 3,810

Highbury House Communications PLC

4,425,000

813

Johnston Press PLC

14,000,927

141,076

Lakes Entertainment, Inc. (a)(d)

639,677

9,115

Opinion Research Corp. (a)(e)

384,441

2,460

P4 Radio Hele Norge ASA (a)

450,000

1,485

PubliGroupe SA (Reg.)

8,000

2,490

Sondagsavisen AS (Reg.) (a)

375,000

1,931

Southern Cross Broadcasting Australia Ltd.

152,023

1,854

Trinity Mirror PLC

1,400,000

17,930

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

2,132,700

36,088

236,417

Multiline Retail - 1.4%

Conn's, Inc. (a)

548,587

9,079

Daiwa Co. Ltd.

300,000

680

Don Quijote Co. Ltd. (d)

35,000

1,918

Gifi

70,000

3,900

Harvey Norman Holdings Ltd. (d)

7,000,000

15,999

Merchant Retail Group PLC (e)

5,900,000

19,057

Next PLC (e)

14,300,000

423,111

Thanks Japan Corp.

235,000

1,481

475,225

Specialty Retail - 4.1%

ARB Corp. Ltd.

300,000

872

AutoZone, Inc. (a)

955,400

85,269

Beter Bed Holding NV

45,000

1,062

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

3,200,000

33,391

Bricorama SA

30,000

2,063

Brookstone Co., Inc. (a)

555,112

8,327

Camaieu SA (d)

10,000

1,182

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

2,159,087

23,145

Claire's Stores, Inc.

438,600

9,048

Clas Ohlson AB (B Shares)

40,000

687

Clinton Cards PLC

7,300,000

15,055

Electronics Boutique Holding Corp. (a)

253,000

8,878

Finlay Enterprises, Inc. (a)(e)

988,722

16,571

Footstar, Inc. (a)(e)

2,016,000

8,568

French Connection Group PLC (e)

5,775,000

32,412

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

2,007,700

2,349

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Genesco, Inc. (a)(e)

2,164,300

$ 62,635

Glentel, Inc. (a)

90,200

531

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

2,014,800

58,973

Hot Topic, Inc. (a)(e)

3,300,100

63,956

JB Hi-Fi Ltd.

100,000

293

JJB Sports PLC

5,918,052

23,936

Jo-Ann Stores, Inc. (a)

29,400

806

John David Group PLC

1,385,093

6,483

Keiiyu Co. Ltd.

100,000

1,312

Komplett ASA (a)(e)

993,850

8,433

La Senza Corp. (sub. vtg.)

161,800

1,578

Le Chateau, Inc.:

Class A (sub. vtg.) (h)

102,100

1,833

Class A (sub. vtg.)

230,200

4,591

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

1,292,600

35,133

Matalan PLC

8,000,000

34,918

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

809,013

20,986

Monsoon PLC (a)

4,209,100

23,584

Mothers Work, Inc. (a)(e)

521,042

7,753

Mr. Bricolage SA

347,261

9,347

OrotonGroup Ltd.

600,000

1,060

Osim International Ltd.

8,400,600

5,285

Ottakar's PLC

250,000

1,314

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

4,603,000

112,727

Payless ShoeSource, Inc. (a)

1,237,900

14,620

Peacock Group PLC

1,969,605

10,016

Pier 1 Imports, Inc.

1,250,000

22,138

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

1,290,645

18,572

Reg Vardy PLC

850,000

8,565

Regis Corp.

200,000

7,980

Rex Stores Corp. (a)(e)

1,400,000

20,384

RONA, Inc. (a)

50,000

1,819

Ross Stores, Inc. (e)

7,600,000

217,512

ScS Upholstery PLC (e)

2,061,000

13,140

Shoe Carnival, Inc. (a)

206,600

2,585

Signet Group PLC sponsored ADR

178,200

3,792

Sincere Watch Ltd.

426,000

195

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

2,928,000

68,398

Steiner Leisure Ltd. (a)(e)

1,725,000

53,508

Talbots, Inc.

10,000

271

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

TBC Corp. New (a)

490,924

$ 12,538

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

1,935,844

58,850

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

1,400,000

53,116

TJX Companies, Inc.

4,297,000

107,597

Topps Tiles PLC

2,150,000

10,427

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

2,051,412

6,359

1,448,728

Textiles, Apparel & Luxury Goods - 2.6%

Adolfo Dominguez SA

40,000

946

Bijou Brigitte Modische Accessoires AG

30,000

4,530

Billabong International Ltd.

1,000,000

9,336

Cherokee, Inc. (e)

688,800

23,674

Dan River, Inc. Class A (a)

294,000

1

Danier Leather, Inc. (sub. vtg.)

415,200

3,399

Delta Apparel, Inc. (e)

404,000

11,292

Fab Industries, Inc. (e)

521,100

2,189

Folli Follie SA

425,000

13,151

Fossil, Inc. (a)(e)

6,750,000

188,325

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

2,595,400

94,940

Hampshire Group Ltd. (a)(e)

472,300

16,993

Handsome Co. Ltd.

1,491,230

13,903

JLM Couture, Inc. (a)(e)

197,100

676

Jones Apparel Group, Inc.

2,650,000

89,120

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

1,204,100

32,137

Liz Claiborne, Inc.

2,599,200

109,010

Marimekko Oyj

200,000

3,952

Movado Group, Inc.

710,900

12,960

New Wave Group AB (B Shares) (d)

50,000

966

Novel Denim Holdings Ltd. (a)(e)

943,800

1,104

Perry Ellis International, Inc. (a)

369,536

7,797

Polo Ralph Lauren Corp. Class A

1,000,000

38,950

Quiksilver, Inc. (a)(e)

4,000,000

119,480

Steven Madden Ltd. (a)(e)

1,310,600

25,164

Tandy Brands Accessories, Inc. (e)

534,900

7,777

Ted Baker PLC

225,000

2,151

Tommy Hilfiger Corp. (a)(e)

9,044,150

88,814

Van de Velde

30,000

4,888

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - continued

Velcro Industries NV

268,400

$ 3,597

Workman Co. Ltd.

5,000

109

931,331

TOTAL CONSUMER DISCRETIONARY

7,888,366

CONSUMER STAPLES - 6.9%

Beverages - 1.2%

Baron de Ley SA (a)

210,000

10,401

Belhaven Group PLC (e)

1,500,279

13,323

C&C Group PLC

3,750,000

15,836

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

6,900,000

358,248

Hansen Natural Corp. (a)(e)

852,675

34,874

National Beverage Corp.

199,600

1,743

Pepsi Bottling Group, Inc.

10,000

274

434,699

Food & Staples Retailing - 3.5%

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

7,006,000

200,442

Central European Distribution Corp. (a)

210,200

6,905

CVS Corp.

5,400,500

250,313

Fresh Brands, Inc. (a)(e)

510,700

3,779

Green Cross Coa Co. Ltd.

5,000

154

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

2,000,000

28,508

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

9,687,700

196,947

Ministop Co. Ltd.

200,000

3,549

Ozeki Co. Ltd.

434,600

11,366

President Chain Store Corp.

4,498,600

7,198

Safeway, Inc. (a)(e)

25,477,100

480,243

Shoei Foods Corp.

300,000

1,789

Sligro Food Group NV

675,000

34,303

Sundrug Co. Ltd.

450,000

15,850

Tsuruha Co. Ltd. (d)

55,000

1,736

Village Super Market, Inc. Class A

55,678

2,199

Yaoko Co. Ltd.

60,300

1,150

1,246,431

Food Products - 1.5%

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

1,272,700

34,490

Barry Callebaut AG (a)

8,000

1,916

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

474,000

6,826

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Food Products - continued

Coolbrands International, Inc. Class A (sub. vtg) (a)

10,000

$ 62

Cranswick PLC

225,032

2,378

Dean Foods Co. (a)

600,000

21,138

Fresh Del Monte Produce, Inc. (e)

5,294,400

169,050

Gaban Co. Ltd.

27,000

205

Greggs PLC

182,000

13,728

IAWS Group PLC (Ireland)

3,883,000

61,492

Industrias Bachoco SA de CV sponsored ADR

2,515,000

32,720

Interstate Bakeries Corp. (a)(e)

2,848,716

16,807

Kadoya Sesame Mills, Inc.

10,000

133

Kerry Group PLC Class A

1,300,000

30,669

Kleeneze PLC

2,000,000

6,366

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

1,408,700

5,057

People's Food Holdings Ltd.

11,000,000

9,742

Richmond Foods PLC

109,900

1,309

Robert Wiseman Dairies PLC

189,709

891

Samyang Genex Co. Ltd.

129,540

5,111

Saputo, Inc.

2,606,000

76,686

Select Harvests Ltd.

64,318

492

Singapore Food Industries Ltd.

1,600,000

1,016

Sunjin Co. Ltd. (e)

219,400

6,038

United Food Holdings Ltd.

22,400,000

4,583

Want Want Holdings Ltd.

15,250,000

14,411

Yonkyu Co. Ltd.

10,000

126

523,442

Household Products - 0.0%

Rayovac Corp. (a)

111,900

4,204

Personal Products - 0.2%

DSG International Ltd. (a)(e)

474,900

2,037

Herbalife Ltd.

250,000

4,013

Inter Parfums, Inc. (d)

355,000

5,325

Nature's Sunshine Products, Inc.

609,477

12,220

NBTY, Inc. (a)

1,395,600

38,212

Sarantis SA (Reg.)

35,000

261

62,068

Tobacco - 0.5%

DIMON, Inc. (e)

2,590,300

17,070

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Tobacco - continued

Loews Corp. - Carolina Group

4,100,000

$ 128,699

Standard Commercial Corp. (e)

1,355,000

26,084

171,853

TOTAL CONSUMER STAPLES

2,442,697

ENERGY - 5.5%

Energy Equipment & Services - 1.5%

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

888,500

19,473

Bolt Technology Corp. (a)(e)

541,200

3,334

Calfrac Well Services Ltd. (a)

100,000

4,387

CCS Income Trust (d)

1,000,000

37,267

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

200,500

8,567

Collicutt Energy Services Ltd. (a)

259,200

512

Enerflex Systems Ltd.

513,000

10,313

Ensign Resource Service Group, Inc.

1,570,000

33,726

Farstad Shipping ASA (a)(e)

2,500,000

30,444

Fugro NV (Certificaten Van Aandelen)

700,000

61,996

Gulf Island Fabrication, Inc. (e)

962,245

21,458

Independent Oil Tools ASA (a)

1,100,000

380

Lufkin Industries, Inc. (e)

604,312

24,348

Maverick Tube Corp. (a)

100,000

3,406

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

3,003,440

3,630

Offshore Logistics, Inc. (a)(e)

2,024,000

64,586

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

3,183,100

60,638

Pason Systems, Inc. (e)

1,240,800

38,502

Petroleum Helicopters, Inc. (a)(e)

283,400

7,312

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

279,185

7,192

ProSafe ASA (e)

2,010,000

58,587

Saipem Spa

150,000

1,896

Solstad Offshore ASA (a)

1,310,300

15,442

Total Energy Services Ltd. (a)(e)

2,748,000

19,286

Wenzel Downhole Tools Ltd. (a)

896,400

481

537,163

Oil & Gas - 4.0%

Adams Resources & Energy, Inc. (e)

421,800

8,976

AO Tatneft sponsored ADR

675,000

21,526

Atlas America, Inc. (d)

463,200

15,911

Beach Petroleum Ltd.

1,002,313

365

Castle Energy Corp. (e)

1,167,000

13,024

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - continued

Oil & Gas - continued

Chaparral Resources, Inc. (a)

77,600

$ 128

Chesapeake Energy Corp.

3,330,100

58,510

China Petroleum & Chemical Corp. (H Shares)

9,000,000

3,613

CNPC (Hong Kong) Ltd.

25,000,000

3,750

Det Norske Oljeselskap ASA (DNO)

1,500,000

7,283

Encore Acquisition Co. (a)

550,000

20,515

ENI Spa

1,250,000

30,550

Euronav NV

551,250

13,939

Frontline Ltd. (d)

205,000

10,211

General Maritime Corp. (a)

550,000

25,245

Giant Industries, Inc. (a)

219,100

6,393

Hankook Shell Oil Co. Ltd. (e)

77,730

2,930

Holly Corp.

799,200

24,184

Hunting PLC

175,663

691

Husky Energy, Inc.

400,000

10,772

KCS Energy, Inc. (a)(e)

3,499,600

50,919

KyungDong City Gas Co. Ltd.

140,000

2,400

Michang Oil Industrial Co. Ltd. (e)

173,900

2,677

Motonic Corp.

78,310

1,182

National Energy Group, Inc. (a)

498,771

1,172

Nissin Shoji Co. Ltd.

250,000

1,616

Oil Search Ltd.

30,000,463

46,486

Panhandle Royalty Co. Class A

61,100

1,393

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

336,150

1,761

PetroKazakhstan, Inc. (f)

745,900

26,854

PetroKazakhstan, Inc. Class A

575,000

20,701

Petroleo Brasileiro SA Petrobras sponsored ADR

10,000,000

406,500

Petroleum Development Corp. (a)(e)

1,112,700

42,839

Repsol YPF SA sponsored ADR

1,000,000

25,580

Ship Finance International Ltd. (d)

552,883

12,584

Statoil ASA sponsored ADR (d)

500,400

7,666

Swift Energy Co. (a)(e)

1,698,700

51,420

Tap Oil Nl (a)

5,800,000

7,459

Teekay Shipping Corp. (e)

4,200,000

186,354

Tesoro Petroleum Corp. (a)

2,639,800

84,051

Thunder Energy, Inc. (a)

325,000

2,208

Top Tankers, Inc.

589,200

9,952

Tsakos Energy Navigation Ltd.

376,700

13,542

Vintage Petroleum, Inc.

2,500,000

60,525

Vostok Nafta Investment Ltd. unit (a)

50,000

894

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - continued

Oil & Gas - continued

World Fuel Services Corp. (e)

1,216,106

$ 61,632

YUKOS Corp. sponsored ADR

425,000

910

1,409,793

TOTAL ENERGY

1,946,956

FINANCIALS - 14.6%

Capital Markets - 0.1%

Binck NV (a)

250,000

1,039

Kas-Bank NV (Certificaten Van Aandelen)

195,000

4,250

MFC Bancorp Ltd. (a)(e)

763,800

13,672

Norvestia Oyj:

(B Shares)

450,000

3,695

(B Shares) New (a)

225,000

1,830

Van der Moolen Holding NV sponsored ADR (a)(d)

1,428,500

10,142

34,628

Commercial Banks - 3.4%

Anglo Irish Bank Corp. PLC

7,350,360

179,155

Bank of the Ozarks, Inc. (d)(e)

1,500,000

50,535

BOK Financial Corp.

1,302,462

54,847

Cascade Bancorp

412,178

8,029

Cascade Financial Corp.

34,901

687

Cathay General Bancorp

2,400,000

87,192

City National Corp.

900,300

62,832

First Bancorp, Puerto Rico (e)

3,921,900

212,136

Great Southern Bancorp, Inc.

297,119

10,842

Hanmi Financial Corp.

822,776

29,233

International Bancshares Corp.

1,429,512

54,736

Jyske Bank AS (Reg.) (a)

1,072,900

38,337

Laurentian Bank of Canada

244,500

4,649

London Scottish Bank PLC

3,100,000

7,590

Merrill Merchants Bancshares, Inc.

2,533

57

Northern Empire Bancshares

57,615

1,296

Northrim Bancorp, Inc.

69,805

1,662

OKO Bank (A Shares)

2,000,000

29,431

Old Second Bancorp, Inc.

37,800

1,198

Oriental Financial Group, Inc.

1,159,776

32,706

OTP Bank Rt.

125,000

4,045

OTP Bank Rt. unit

200,000

12,900

Popular, Inc.

4,400,000

117,392

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Commercial Banks - continued

Prosperity Bancshares, Inc.

476,880

$ 13,248

Ringerikes Sparebank (e)

49,950

1,248

Ringkjoebing Bank (Reg.)

80,000

7,230

S.Y. Bancorp, Inc. (e)

791,100

19,224

Smithtown Bancorp, Inc.

26,142

773

Southwest Bancorp, Inc., Oklahoma (e)

1,011,929

22,273

Sparebanken More (primary capital certificate) (d)

95,000

4,165

Sparebanken Rana (a)(e)

50,750

977

Sparebanken Rogaland (primary capital certificate) (a)

120,000

6,807

Sterling Bancorp, New York (e)

1,818,492

49,372

Sterling Bancshares, Inc.

672,200

9,875

Sydbank AS

203,460

41,553

1,178,232

Consumer Finance - 2.2%

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

1,188,400

31,374

Aeon Credit Service (Asia) Co. Ltd.

15,500,000

10,830

Cattles PLC (e)

21,500,000

157,923

JCG Holdings Ltd.

25,000,000

24,680

MBNA Corp.

20,000,000

531,600

Nicholas Financial, Inc. (e)

439,100

7,276

763,683

Diversified Financial Services - 0.0%

California First National Bancorp

62,879

780

Daiko Clearing Services Co. Ltd. (a)

100,000

772

Newship Ltd. (a)(e)

2,500

725

2,277

Insurance - 4.9%

Arthur J. Gallagher & Co.

347,800

10,312

Assurant, Inc.

5,000,000

162,650

Axis Capital Holdings Ltd.

6,546,400

179,110

Direct General Corp.

389,000

7,294

Endurance Specialty Holdings Ltd.

907,700

31,225

Fidelity National Financial, Inc.

1,260,000

55,213

Financial Industries Corp. (a)(e)

1,302,480

10,290

Genworth Financial, Inc. Class A

6,600,000

175,098

Hilb Rogal & Hobbs Co.

512,300

18,217

Investors Title Co.

1,599

58

IPC Holdings Ltd. (e)

3,500,000

147,735

Montpelier Re Holdings Ltd.

600,000

22,470

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Insurance - continued

National Interstate Corp.

228,300

$ 3,550

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

241,927

41,890

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

4,000,000

147,800

Philadelphia Consolidated Holding Corp. (a)(e)

1,253,900

84,099

Protective Life Corp.

2,146,600

88,354

PXRE Group Ltd. (e)

1,779,600

46,181

RenaissanceRe Holdings Ltd.

3,362,957

168,854

Specialty Underwriters' Alliance, Inc.

111,500

1,089

Standard Management Corp. (a)

358,500

1,179

UICI

1,369,100

42,333

Universal American Financial Corp. (a)

513,100

7,820

UnumProvident Corp. (e)

15,500,000

266,135

UnumProvident Corp. unit

720,000

21,062

1,740,018

Real Estate - 0.3%

Apartment Investment & Management Co. Class A

1,000,000

35,900

Central Equity Ltd.

25,000

39

Equity Residential (SBI)

220,100

6,942

Sjaelso Gruppen AS

25,000

2,859

Tejon Ranch Co. (a)(e)

980,300

42,408

United Mobile Homes, Inc.

74,600

1,165

VastNed Offices/Industrial NV

75,000

2,199

91,512

Thrifts & Mortgage Finance - 3.7%

Coastal Financial Corp.

319,974

5,344

Commercial Capital Bancorp, Inc.

1,350,603

26,863

Doral Financial Corp. (e)

6,600,000

285,450

Farmer Mac Class C (non-vtg.)

251,000

5,424

First Mutual Bancshares, Inc. (e)

526,287

13,683

First Niagara Financial Group, Inc.

66,501

908

Flushing Financial Corp.

13,700

248

Fremont General Corp. (e)

4,149,200

101,614

Harbor Florida Bancshares, Inc.

703,173

23,908

HMN Financial, Inc.

42,200

1,382

Home Capital Group, Inc.

1,600,000

42,545

Kensington Group PLC

550,000

5,086

New York Community Bancorp, Inc.

3,627,900

64,685

North Central Bancshares, Inc. (e)

154,600

6,306

Northern Rock PLC

8,000,000

118,052

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Paragon Group of Companies PLC

2,100,000

$ 16,879

R&G Financial Corp. Class B

525,800

19,386

Radian Group, Inc.

2,300,000

110,262

Severn Bancorp, Inc.

158,912

3,355

The PMI Group, Inc. (e)

8,925,000

354,947

W Holding Co., Inc. (e)

8,308,823

108,347

Washington Savings Bank Fsb

134,850

2,110

1,316,784

TOTAL FINANCIALS

5,127,134

HEALTH CARE - 11.1%

Biotechnology - 0.1%

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

2,425,300

26,678

Embrex, Inc. (a)(e)

631,500

7,805

Vital BioTech Holdings Ltd.

5,000,000

176

34,659

Health Care Equipment & Supplies - 1.9%

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

770,550

18,940

Closure Medical Corp. (a)

183,900

3,649

Cochlear Ltd.

500,000

10,052

Compex Technologies, Inc. (a)

40,000

188

Cooper Companies, Inc. (e)

2,525,812

193,730

Denka Seiken Co. Ltd.

20,000

620

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

585,100

3,803

Exactech, Inc. (a)(e)

900,000

15,714

Golden Meditech Co. Ltd.

12,000,000

2,754

ICU Medical, Inc. (a)(d)(e)

1,124,426

29,617

Invacare Corp. (e)

1,740,000

80,980

Japan Medical Dynamic Marketing, Inc.

100,000

1,033

Kensey Nash Corp. (a)(d)

505,300

16,316

Lumenis Ltd. (a)

14,651

39

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

1,025,500

18,951

Mentor Corp.

932,400

29,193

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

2,009,000

28,488

Mesa Laboratories, Inc. (e)

231,500

2,669

Moulin International Holdings Ltd.

5,000,167

3,910

Nakanishi, Inc.

250,000

18,987

National Dentex Corp. (a)(e)

522,000

10,544

Nutraceutical International Corp. (a)

14,910

223

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Orthofix International NV (a)(e)

1,413,200

$ 56,500

Osteotech, Inc. (a)(e)

976,800

3,985

Pihsiang Machinery Manufacturing Co.

193,500

428

PolyMedica Corp. (e)

1,805,800

67,591

Theragenics Corp. (a)(e)

2,966,000

11,834

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

473,300

9,759

Young Innovations, Inc. (e)

684,071

23,929

664,426

Health Care Providers & Services - 7.7%

Accredo Health, Inc. (a)

180,200

5,366

Air Methods Corp. (a)

29,600

220

American HomePatient, Inc. (a)(e)

1,470,000

4,631

AMERIGROUP Corp. (a)

2,106,100

86,582

AmSurg Corp. (a)

523,700

13,831

Bio-Reference Laboratories, Inc. (a)

456,300

6,484

CML Healthcare Income Fund

3,234,400

35,809

Community Health Systems, Inc. (a)

2,000,000

57,960

Corvel Corp. (a)(e)

1,094,000

24,615

Coventry Health Care, Inc. (a)

1,593,990

90,698

D & K Healthcare Resources, Inc. (e)

1,149,590

8,449

DaVita, Inc. (a)

1,687,300

70,799

Grupo Casa Saba SA de CV sponsored ADR (d)

192,400

3,463

Health Management Associates, Inc. Class A (e)

24,398,000

538,708

Health Net, Inc. (a)

900,000

26,181

HealthTronics Surgical Services, Inc. (a)

875,739

8,889

Hokuyaku, Inc.

350,000

2,060

Horizon Health Corp. (a)(e)

674,400

20,535

ICON PLC sponsored ADR (a)

830,000

29,150

IMPATH, Inc. (a)(e)

1,665,000

7,193

LifePoint Hospitals, Inc. (a)

1,250,040

47,252

Lincare Holdings, Inc. (a)(e)

9,431,423

391,404

Medco Health Solutions, Inc. (a)

2,800,000

119,196

Molina Healthcare, Inc. (a)

900,000

44,757

National Healthcare Corp. (e)

976,500

31,971

Odyssey Healthcare, Inc. (a)(e)

1,882,100

21,889

Omnicare, Inc.

2,000,000

61,500

OPG Groep NV (A Shares)

63,000

3,691

Option Care, Inc. (d)

1,015,900

17,565

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

6,985,800

429,836

Per-Se Technologies, Inc. (a)

473,900

6,919

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

PRA International

48,400

$ 1,172

Priority Healthcare Corp. Class B (a)

660,800

15,238

Radiologix, Inc. (a)

525,800

2,350

Ramsay Health Care Ltd.

800,000

4,506

RehabCare Group, Inc. (a)(e)

980,000

26,480

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

7,350,000

280,476

ResCare, Inc. (a)

1,051,024

16,722

Rhoen-Klinikum AG

140,000

9,252

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

306,400

4,464

United America Healthcare Corp. (a)

10,000

60

United Drug PLC:

(Ireland)

2,664,895

12,852

(United Kingdom)

887,431

4,429

Universal Health Services, Inc. Class B

2,400,000

103,296

2,698,900

Pharmaceuticals - 1.4%

Alpharma, Inc. Class A

421,700

6,347

Aspen Pharmacare Holdings PLC

50,000

187

Boiron SA

20,000

610

Dong-A Pharmaceutical Co. Ltd. (e)

603,403

17,282

Far East Pharmaceutical Technology Co. Ltd.

13,000,000

113

Fornix Biosciences NV

60,000

1,181

Il Dong Pharmaceutical Co. Ltd. (e)

209,910

3,037

KV Pharmaceutical Co. Class A (a)

597,000

12,268

Merck & Co., Inc.

7,500,000

210,375

Nichi-iko Pharmaceutical Co. Ltd. (d)

333,000

3,040

Pfizer, Inc.

10,000,000

241,600

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

400,000

923

Torii Pharmaceutical Co. Ltd.

107,600

2,440

Whanin Pharmaceutical Co. Ltd.

280,000

1,915

501,318

TOTAL HEALTH CARE

3,899,303

INDUSTRIALS - 10.0%

Aerospace & Defense - 0.8%

AAR Corp. (a)(e)

2,580,600

30,064

Astronics Corp. (a)(e)

604,800

3,072

Astronics Corp. Class B (a)(e)

203,193

1,016

CAE, Inc. (e)

16,750,100

66,944

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Aerospace & Defense - continued

CAE, Inc. (e)(f)

1,650,000

$ 6,594

Cobham PLC

900,000

22,646

Ducommun, Inc. (a)(e)

956,000

20,086

Magellan Aerospace Corp. (a)

2,000,000

4,786

Moog, Inc. Class A (a)

1,009,550

43,905

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

245,280

6,279

Radstone Technology PLC

175,000

946

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

503,788

11,285

Triumph Group, Inc. (a)(e)

1,002,800

35,549

United Defense Industries, Inc.

800,000

38,344

291,516

Air Freight & Logistics - 0.0%

AirNet Systems, Inc. (a)(e)

684,200

2,463

Baltrans Holdings Ltd.

6,000,000

2,308

Chuo Warehouse Co. Ltd.

166,000

1,921

Frans Maas Groep NV (Certificaten Van Aandelen) (e)

300,000

12,513

19,205

Airlines - 0.3%

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

2,744,000

13,747

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

3,351,106

36,963

MAIR Holdings, Inc. (a)(e)

2,013,626

18,505

Midwest Air Group, Inc. (a)

1,551,700

4,329

Pinnacle Airlines Corp. (a)

188,405

2,270

Republic Airways Holdings, Inc.

419,800

5,264

Ryanair Holdings PLC sponsored ADR (a)

450,000

21,074

World Air Holdings, Inc. (a)

661,700

4,837

106,989

Building Products - 1.1%

Aaon, Inc. (a)

474,057

6,864

American Woodmark Corp.

305,600

12,676

Ameron International Corp.

210,200

7,607

Beltecno Corp.

125,000

481

Dynasty Ceramic PCL

500,000

218

Insteel Industries, Inc. (a)(e)

926,998

13,571

Kingspan Group PLC (Ireland)

4,800,000

46,985

Kondotec, Inc.

275,000

2,256

Maezawa Kasei Industries Co. Ltd.

337,200

6,410

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

1,850,000

70,208

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Building Products - continued

Patrick Industries, Inc. (a)(e)

273,280

$ 2,746

Permasteelisa Spa

395,000

7,178

Quixote Corp. (e)

521,727

10,429

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

6,375,800

57,282

Toami Corp. (e)

350,000

4,864

Universal Forest Products, Inc.

140,004

5,478

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

4,302,800

138,120

393,373

Commercial Services & Supplies - 1.3%

AJIS Co. Ltd.

15,000

292

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

187,700

272

Career Education Corp. (a)

3,160,100

127,320

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

762,127

5,335

Corinthian Colleges, Inc. (a)(e)

7,146,893

137,435

Education Management Corp. (a)

50,000

1,597

GFK AG

60,000

2,268

Hoan Kogyo Co. Ltd.

500,000

1,366

Johnan Academic Preparatory Institute, Inc.

85,000

472

Kyoshin Co. Ltd.

65,000

866

MacDonald Dettwiler & Associates Ltd. (a)

345,000

6,922

Meiko Network Japan Co. Ltd.

40,000

729

Mitie Group PLC

5,000,000

15,773

New Horizons Worldwide, Inc. (a)

463,700

2,007

Nippon Filing Co. Ltd.

100,000

384

On Assignment, Inc. (a)(e)

2,529,006

13,910

Penna Consulting PLC (a)

790,000

2,105

PHS Group PLC

278,000

461

RCM Technologies, Inc. (a)(e)

1,135,063

5,221

Refac (a)

75,900

315

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

854,600

9,170

Roto Smeets de Boer NV (e)

300,000

14,663

Samas Groep NV (Certificaten Van Aandelen) (a)

187,218

1,425

Shingakukai Co. Ltd.

200,000

1,637

Shuei Yobiko Co. Ltd.

75,000

1,958

SOURCECORP, Inc. (a)(e)

1,576,743

28,381

Spherion Corp. (a)(e)

5,854,800

45,667

Tanabe Management Consulting Co.

200,000

1,309

Transcontinental, Inc. Class A

546,900

10,136

Up, Inc. (e)

550,000

3,609

Wao Corp. (e)

438,000

1,374

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Wesco, Inc.

300,000

$ 1,190

Wyndeham Press Group PLC (e)

4,000,000

10,924

456,493

Construction & Engineering - 2.3%

Abengoa SA

25,000

269

Actividades de Construccion y Servicios SA (ACS) (d)

2,800,000

70,180

AM NV

511,113

5,356

Aoki Marine Co. Ltd.

126,000

312

Arcadis NV

415,000

7,573

Chicago Bridge & Iron Co. NV (NY Shares)

119,540

4,519

Chodai Co. Ltd.

200,000

778

EMCOR Group, Inc. (a)(e)

1,467,872

63,060

Heijmans NV (e)

2,093,510

74,984

Hibiya Engineering Ltd.

1,500,000

12,492

Imtech NV

800,000

27,111

Jacobs Engineering Group, Inc. (a)

2,650,000

134,594

Japan Engineering Consultants Co. Ltd.

300,000

738

Japan Steel Tower Co. Ltd.

400,000

1,641

Kaneshita Construction Co. Ltd.

815,000

5,505

Kawasaki Setsubi Kogyo Co. Ltd.

200,000

513

Keller Group PLC

100,000

539

Kier Group PLC

500,000

7,665

Komai Tekko, Inc.

100,000

317

Koninklijke BAM Groep NV (e)

1,325,000

68,493

Kyeryong Construction Industrial Co. Ltd.

215,000

3,770

Matsui Construction Co. Ltd.

400,000

1,926

Matsuo Bridge Co. Ltd. (a)(d)

500,000

1,071

Sanshin Corp. (a)

229,000

351

Sanyo Engineering & Construction, Inc.

1,000,000

4,507

Shaw Group, Inc. (a)(d)(e)

5,977,500

100,482

Shinsegae Engineering & Construction Co. Ltd. (e)

305,720

5,331

ShoLodge, Inc. (a)(e)

428,300

1,572

Stantec, Inc. (a)(e)

1,840,200

36,565

Tae Young Corp.

10,000

414

Taihei Dengyo Kaisha Ltd.

100,000

592

Takada Kiko Co. Ltd. (a)

700,000

4,121

Takigami Steel Construction Co. Ltd.

300,000

2,171

Technical Olympic SA (Reg.)

5,000,850

29,592

URS Corp. (a)(e)

4,348,900

122,682

Yokogawa Bridge Corp. (d)

950,000

6,729

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Construction & Engineering - continued

Yokogawa Construction Co. Ltd.

300,000

$ 1,190

Yurtec Corp.

1,150,000

6,448

816,153

Electrical Equipment - 1.1%

Acbel Polytech, Inc.

500,000

455

Acuity Brands, Inc.

2,212,300

60,772

Aichi Electric Co. Ltd.

900,000

1,563

AZZ, Inc. (a)(e)

534,300

8,672

BTU International, Inc. (a)(e)

578,900

1,708

BYD Co. Ltd. (H Shares)

2,000,000

6,090

C&D Technologies, Inc. (e)

1,668,200

25,340

Channell Commercial Corp. (a)(e)

907,404

6,352

Chase Corp. (e)

404,700

6,572

Deswell Industries, Inc. (e)

728,848

16,508

Draka Holding NV (e)

3,332,396

51,253

General Cable Corp. (a)(e)

3,817,000

46,071

Genlyte Group, Inc. (a)(e)

1,325,000

106,013

Koito Industries Ltd.

800,000

3,513

Korea Electric Terminal Co. Ltd. (e)

610,000

10,726

Kyosan Electric Manufacturing Co. Ltd.

200,000

670

Nexans SA

425,000

18,446

Power Logics Co. Ltd.

525,000

7,263

Seoul Semiconductor Co. Ltd.

30,000

561

TB Wood's Corp. (e)

417,200

2,482

Volex Group PLC (a)

500,000

843

381,873

Industrial Conglomerates - 0.7%

Aalberts Industries NV

143,414

6,524

DCC PLC (Ireland) (e)

8,362,200

188,994

Mega First Corp. BHD

713,000

170

Teleflex, Inc.

875,000

44,406

240,094

Machinery - 1.2%

Ampco-Pittsburgh Corp.

376,700

5,138

Cascade Corp. (e)

1,208,100

44,216

China Fire Safety Enterprise Group Holdings Ltd.

1,000,000

79

Collins Industries, Inc.

231,400

1,122

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

1,489,577

13,451

Denyo Co. Ltd.

250,000

1,990

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Machinery - continued

Domnick Hunter Group PLC

370,000

$ 2,965

First Engineering Ltd.

750,000

609

FKI PLC

3,500,000

8,306

Foremost Industries Income Fund (e)

526,600

11,923

Gardner Denver, Inc. (a)

581,625

22,020

Gehl Co. (a)(e)

635,000

15,685

Graham Corp.

32,500

503

Hardinge, Inc. (e)

883,262

12,145

Interpump Group Spa

150,000

868

JLG Industries, Inc.

823,900

14,509

Krones AG

10,000

1,176

Met-Pro Corp.

281,066

3,623

Mueller Industries, Inc.

465,800

14,766

NACCO Industries, Inc. Class A

300,000

29,985

Pfeiffer Vacuum Technology AG sponsored ADR (d)

170,000

7,990

Quipp, Inc. (a)(e)

141,500

1,726

Robbins & Myers, Inc.

356,300

8,002

Samyoung Corp. (a)

170,000

1,731

Sansei Yusoki Co. Ltd. (d)

767,500

8,295

Seksun Corp. Ltd. (e)

26,539,000

6,565

Supreme Industries, Inc. Class A

468,750

2,977

The Weir Group PLC

350,000

2,159

Trifast PLC (e)

7,142,858

10,426

Trinity Industries, Inc. (d)(e)

4,350,000

131,588

Twin Disc, Inc. (e)

285,900

7,719

Velan, Inc. (sub. vtg.)

421,900

4,508

Wolverine Tube, Inc. (a)(e)

1,476,481

17,290

416,055

Marine - 0.1%

Chuan Hup Holdings Ltd.

2,250,000

928

Compagnie Maritime Belge SA (CMB)

450,000

13,056

Det Forenede Dampskibs-Selskab (DFDS) AS

25,000

1,362

Golden Ocean Group Ltd. (a)

615,000

362

Ocean Wilsons Holdings Ltd.

450,000

2,382

Tokyo Kisen Co. Ltd. (e)

600,000

3,526

21,616

Road & Rail - 0.6%

Arkansas Best Corp.

211,751

8,506

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Road & Rail - continued

Daiwa Logistics Co. Ltd.

400,000

$ 3,474

Dongyang Express & Construction Corp.

15,000

289

DSV de Sammensluttede Vognmaend AS (d)

25,000

1,784

Hutech Norin Co. Ltd.

70,000

1,067

Japan Logistic Systems Corp.

300,000

863

Marten Transport Ltd. (a)(e)

953,838

22,596

Overnite Corp. (e)

1,667,565

51,494

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

1,095,087

19,931

Sakai Moving Service Co. Ltd.

215,000

3,984

SCS Transportation, Inc. (a)

657,722

15,404

Trancom Co. Ltd.

300,000

6,297

US 1 Industries, Inc. (a)

50,000

53

USF Corp. (e)

2,549,466

84,030

Vitran Corp., Inc. (a)

48,500

719

220,491

Trading Companies & Distributors - 0.4%

Bergman & Beving AB (B Shares)

100,000

1,026

BlueLinx Corp.

300,000

4,107

Brammer PLC

2,027,660

5,900

Eriks Group NV (Certificaten Van Aandelen)

25,000

1,580

Fujitsu Devices, Inc.

65,000

790

Grafton Group PLC unit

4,463,017

54,506

Inaba Denki Sangyo Co. Ltd.

700,000

17,631

Mitani Sangyo Co. Ltd.

100,000

195

Nishio Rent All Co. Ltd.

375,000

4,958

Richelieu Hardware Ltd.

845,200

15,119

SIG PLC

1,350,000

15,332

UAP Holding Corp.

600,000

9,000

Uehara Sei Shoji Co. Ltd. (e)

1,250,000

7,238

Univar NV

100,000

2,860

Wakita & Co. Ltd.

750,000

6,593

146,835

Transportation Infrastructure - 0.1%

Isewan Terminal Service Co. Ltd.

1,000,000

6,350

Meiko Transportation Co. Ltd.

500,000

4,174

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Transportation Infrastructure - continued

Sea Containers Ltd. Class A

400,000

$ 6,856

Vopak NV

210,000

4,908

22,288

TOTAL INDUSTRIALS

3,532,981

INFORMATION TECHNOLOGY - 11.1%

Communications Equipment - 1.7%

Aastra Technologies Ltd. (a)(e)

1,706,260

27,153

Applied Innovation, Inc. (a)(e)

1,013,280

3,749

Bel Fuse, Inc.:

Class A

408,563

11,076

Class B

47,300

1,570

Belden CDT, Inc.

1,978,000

40,173

Black Box Corp. (e)

1,981,025

92,177

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

499,600

1,973

Champion Technology Holdings Ltd.

750,000

120

Champion Technology Holdings Ltd. warrants 2/17/05 (a)

145,310

0

ClearOne Communications, Inc. (a)(e)

812,165

3,167

Comba Telecom Systems Holdings Ltd.

2,950,000

1,295

Communications Systems, Inc. (e)

802,281

9,820

Ditech Communications Corp. (a)

10,000

133

ECI Telecom Ltd. (a)(e)

5,500,000

42,240

ECtel Ltd. (a)(e)

2,030,414

7,573

Gemtek Technology Corp.

650,649

1,694

Intracom SA (Reg.) (e)

6,895,000

38,644

Nera Telecommunications Ltd.

9,000,000

2,446

NETGEAR, Inc. (a)(d)

170,000

2,557

Optical Cable Corp. (a)(e)

561,000

2,827

Optical Communication Products, Inc. (a)

234,400

464

Sunrise Telecom, Inc.

558,600

1,715

Tellabs, Inc. (a)

19,300,000

137,416

Tollgrade Communications, Inc. (a)(e)

692,159

7,115

Twentsche Kabel Holding NV (e)

806,000

32,777

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

8,098,850

133,064

Wavecom SA sponsored ADR (a)

621,100

4,087

607,025

Computers & Peripherals - 0.9%

Adaptec, Inc. (a)

3,894,209

23,365

ASUSTeK Computer, Inc.

1,210,000

3,265

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

Chicony Electronics Co. Ltd.

2,100,000

$ 1,785

Creative Technology Ltd.:

(Nasdaq)

300,000

4,116

(Singapore) (d)

350,000

4,746

Datapulse Technology Ltd.

3,550,000

499

Dataram Corp. (a)(e)

858,800

4,741

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

5,032,447

85,552

High Tech Computer Corp.

90,000

455

InFocus Corp. (a)(e)

3,962,700

29,126

Jurong Technologies Industrial Corp. Ltd.

1,250,000

1,206

Logitech International SA sponsored ADR (a)

1,400,000

86,240

Neoware Systems, Inc. (a)

476,300

4,253

Overland Storage, Inc. (a)

442,063

6,507

Qualstar Corp. (a)(e)

1,260,803

5,497

SBS Technologies, Inc. (a)(e)

1,334,200

17,385

TPV Technology Ltd.

22,350,000

13,754

Unisteel Technology Ltd.

6,100,000

5,961

Western Digital Corp. (a)

554,000

5,967

304,420

Electronic Equipment & Instruments - 3.2%

AddTech AB (B Shares)

275,000

2,124

CTS Corp. (e)

3,415,000

45,454

Daidensha Co. Ltd.

100,000

543

Delta Electronics, Inc.

14,500,000

23,655

Delta Electronics PCL (For. Reg.)

31,326,800

15,765

Electro Scientific Industries, Inc. (a)

387,800

6,852

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

2,051,013

73,406

GTSI Corp. (a)

37,935

369

Hon Hai Precision Industries Co. Ltd.

43,300,956

190,185

Huan Hsin Holdings Ltd.

2,500,000

1,557

INTOPS Co. Ltd.

100,000

1,783

Kingboard Chemical Holdings Ltd.

31,800,000

71,144

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

3,180,000

1,529

Lagercrantz Group AB (B Shares)

175,000

486

M-Flex Electronix, Inc. (d)

447,500

7,294

MOCON, Inc. (e)

331,401

3,012

Muramoto Electronic Thailand PCL (For. Reg.)

1,141,800

9,774

NU Horizons Electronics Corp. (a)

514,250

3,867

Orbotech Ltd. (a)(e)

3,212,085

67,133

PC Connection, Inc. (a)

334,302

2,708

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Perceptron, Inc. (a)(e)

857,723

$ 5,875

Perlos Oyj (d)

700,000

7,746

Planar Systems, Inc. (a)(e)

1,413,877

12,824

Rotork PLC

350,000

2,924

Roxboro Group PLC

232,275

1,483

Samsung SDI Co. Ltd.

50,000

5,455

ScanSource, Inc. (a)(e)

1,100,007

70,697

Scientific Technologies, Inc. (a)

157,600

646

Scribona AB (B Shares) (a)

219,502

502

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

480,000

360

Sigmatron International, Inc. (a)(e)

371,000

4,422

Sinotronics Holdings Ltd.

12,496,000

1,426

Solectron Corp. (a)

32,371,000

160,884

Somera Communications, Inc. (a)(e)

4,558,716

6,063

Spectrum Control, Inc. (a)(e)

1,217,892

8,939

SYNNEX Corp. (a)

1,124,000

25,290

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

465,200

1,056

Tech Data Corp. (a)(e)

5,000,000

210,150

Technitrol, Inc. (a)

440,500

7,814

Tomen Electronics Corp.

10,000

569

TT electronics PLC (e)

10,700,000

39,146

Varitronix International Ltd.

11,201,940

10,987

Venture Corp. Ltd.

1,150,000

11,027

Winland Electronics, Inc. (a)(e)

240,600

955

Wireless Telecom Group, Inc. (e)

1,019,900

2,754

Ya Hsin Industrial Co. Ltd.

1,500,000

1,346

Zomax, Inc. (a)(e)

3,254,509

14,157

1,144,137

Internet Software & Services - 0.1%

AsiaInfo Holdings, Inc. (a)

700,000

3,556

Bankrate, Inc. (a)

146,400

2,660

Freenet.de AG

10,000

240

iMergent, Inc. (a)

476,800

10,060

Internet Gold Golden Lines Ltd. (a)

852,100

4,448

Supportsoft, Inc. (a)

678,517

4,159

YP Corp.

1,940,800

2,057

27,180

IT Services - 2.6%

Affiliated Computer Services, Inc. Class A (a)

2,000,000

108,380

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

IT Services - continued

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

300,000

$ 1,946

Computer Sciences Corp. (a)

5,657,600

291,480

Convergys Corp. (a)

1,835,000

26,222

CSE Global Ltd.

7,881,000

2,768

CSG Systems International, Inc. (a)

2,450,048

44,395

Daitec Co. Ltd. (e)

1,110,400

9,376

Econocom Group SA

150,000

1,222

Emblaze Ltd. (a)

1,000,000

3,447

Fiserv, Inc. (a)

1,100,000

42,075

Indra Sistemas SA

1,500,000

25,670

infoUSA, Inc.

1,280,952

13,360

Lightbridge, Inc. (a)

260,872

1,555

Ordina NV

1,120,000

14,905

PinkRoccade NV (e)

1,250,000

23,152

Sabre Holdings Corp. Class A

4,561,000

96,237

Speedware Corp., Inc. (a)

250,000

778

StarTek, Inc.

50,000

1,250

SunGard Data Systems, Inc. (a)

3,029,200

81,455

Technology Solutions Co. (a)(e)

3,863,504

3,864

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

9,209,000

141,542

935,079

Semiconductors & Semiconductor Equipment - 1.1%

Axcelis Technologies, Inc. (a)

4,106,517

30,676

BE Semiconductor Industries NV (NY Shares) (a)

3,096,700

17,035

Cabot Microelectronics Corp. (a)

70,000

2,130

Catalyst Semiconductor, Inc. (a)(e)

1,521,785

7,852

Cohu, Inc.

840,000

14,171

Diodes, Inc. (a)

75,000

1,590

DSP Group, Inc. (a)

620,000

15,382

DuPont Photomasks, Inc. (a)(e)

1,341,400

35,641

Elan Microelectronics Corp.

2,250,000

1,256

ESS Technology, Inc. (a)(e)

3,956,700

23,938

Exar Corp. (a)

483,600

6,949

Intest Corp. (a)(e)

868,000

3,646

KEC Corp. (e)

745,000

15,023

Lattice Semiconductor Corp. (a)(e)

11,342,000

50,926

MediaTek, Inc.

4,487,684

26,328

Melexis NV (e)

2,900,000

34,926

Omnivision Technologies, Inc. (a)(d)

225,000

3,652

Pericom Semiconductor Corp. (a)(e)

2,585,074

21,689

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Realtek Semiconductor Corp.

14,877,667

$ 15,309

Reliability, Inc. (a)(e)

666,700

375

Silicon Laboratories, Inc. (a)

10,000

341

Siliconix, Inc. (a)

1,478,194

44,745

Taiwan Mask Corp.

5,250,000

2,602

Trio-Tech International (a)(e)

292,700

1,279

Ultra Clean Holdings, Inc.

387,631

2,345

379,806

Software - 1.5%

Ansys, Inc. (a)(e)

2,869,972

92,700

Blackbaud, Inc.

78,500

1,050

Citect Corp. Ltd. (e)

4,225,000

3,077

Compuware Corp. (a)(e)

30,300,000

209,070

Dynamics Research Corp. (a)

90,963

1,506

EPIQ Systems, Inc. (a)(d)

479,710

7,009

Exact Holdings NV (e)

1,750,000

55,039

Fair, Isaac & Co., Inc.

302,400

10,448

Geac Computer Corp. Ltd. (a)

2,464,000

19,953

ICT Automatisering NV (d)(e)

638,301

10,899

Infomedia Ltd.

600,000

321

MetaSolv, Inc. (a)(e)

3,653,000

9,498

Netsmart Technologies, Inc. (a)(d)(e)

275,675

2,473

Opnet Technologies, Inc. (a)

158,591

1,294

ORC Software AB

200,000

1,559

Pegasystems, Inc. (a)

490,381

3,320

Pervasive Software, Inc. (a)(e)

1,982,026

8,027

Phoenix Technologies Ltd. (a)

572,488

4,631

Planit Holdings PLC

3,400,000

1,569

Reynolds & Reynolds Co. Class A

1,470,000

40,087

Springsoft, Inc.

5,715,806

12,014

Synopsys, Inc. (a)

635,000

10,795

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

1,172,000

2,649

Unit 4 Agresso NV (a)

750,000

11,310

Visma ASA

100,000

1,237

521,535

TOTAL INFORMATION TECHNOLOGY

3,919,182

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - 6.5%

Chemicals - 1.5%

Aronkasei Co. Ltd.

790,000

$ 3,972

Bairnco Corp. (e)

676,573

8,004

CPAC, Inc. (e)

577,200

3,036

Dongbu Fine Chemical Co. Ltd.

135,080

1,494

Elementis PLC

700,000

501

Engelhard Corp.

1,127,600

33,884

Ferro Corp.

1,296,600

25,712

FMC Corp. (a)(e)

3,000,000

141,570

Hercules, Inc. (a)

4,526,000

65,672

Kemira GrowHow Oyj (d)

447,200

3,334

Kendrion NV (a)(d)

1,299,494

2,253

Korea Polyol Co. Ltd.

130,000

3,926

Miwon Commercial Co. Ltd.

3,460

118

Mosaic Co. (a)

98,400

1,624

Nihon Kagaku Sangyo Co. Ltd.

200,000

1,071

Octel Corp. (e)

1,381,800

28,285

OM Group, Inc. (a)(e)

2,750,000

89,155

Sensient Technologies Corp.

187,200

4,259

Solutia, Inc. (a)(e)

10,452,080

9,407

Spartech Corp.

936,100

21,736

Summa Industries, Inc. (e)

437,926

4,239

Tokyo Printing Ink Manufacturing Co. Ltd.

400,000

1,247

Victrex PLC

125,000

959

Yara International ASA (d)

7,000,000

82,493

537,951

Construction Materials - 1.6%

Asahi Concrete Works Co. Ltd. (e)

1,051,000

6,319

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

827,000

9,296

Buzzi Unicem Spa

60,000

977

Cemex SA de CV sponsored ADR

1,775,472

66,545

Chosun Refractories Co.

118,000

3,023

Continental Materials Corp. (a)

21,900

613

Devcon International Corp. (a)

212,661

3,360

Eagle Materials, Inc. (e)

844,700

67,373

Lafarge North America, Inc. (e)

6,964,000

377,727

Monarch Cement Co.

10,300

229

Titan Cement Co. SA (Reg.)

210,000

6,766

542,228

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Containers & Packaging - 0.3%

Airspray NV

220,000

$ 5,305

British Polythene Industries PLC (e)

1,350,000

8,734

Caraustar Industries, Inc. (a)(e)

1,545,702

20,867

Myers Industries, Inc.

318,000

4,115

Nippon Steel Drum Co. Ltd.

100,000

405

Peak International Ltd. (a)(e)

1,375,700

5,475

RPC Group PLC

850,000

3,874

Silgan Holdings, Inc.

916,630

54,769

Starlite Holdings Ltd.

500,000

59

103,603

Metals & Mining - 2.6%

A.M. Castle & Co. (a)

173,600

2,340

AK Steel Holding Corp. (a)

1,000,000

14,510

Algoma Steel, Inc. (a)

575,000

12,533

Blue Earth Refineries, Inc.

763,800

0

Centerra Gold, Inc.

110,000

1,821

Compania de Minas Buenaventura SA sponsored ADR

3,433,600

73,033

Croesus Mining NL

2,000,000

868

Elkem AS

50,000

1,870

Equigold NL

2,950,000

3,543

Foundation Coal Holdings, Inc.

100,000

2,195

Gerdau SA sponsored ADR

2,460,000

41,451

Grupo Imsa SA de CV sponsored ADR

788,200

20,887

Hanil Iron & Steel Co.

55,000

825

Harmony Gold Mining Co. Ltd. sponsored ADR (d)

2,100,000

17,073

Harris Steel Group, Inc. (d)(e)

1,750,000

28,907

Industrias Penoles SA de CV

3,680,900

19,306

Jubilee Mines NL

700,000

2,782

Korea Steel Shapes Co. Ltd.

35,960

816

Major Drilling Group International, Inc. (a)(e)

1,135,000

9,877

Metalrax Group PLC

2,800,000

4,298

Metals USA, Inc. (a)(e)

1,942,500

34,751

Mittal Steel Co. NV Class A (NY Shares) (a)(d)

1,750,000

63,665

Northwest Pipe Co. (a)(e)

664,300

15,100

Novicourt, Inc.

1,322,500

1,918

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

675,278

15,876

Oregon Steel Mills, Inc. (a)

1,056,574

25,242

POSCO sponsored ADR

4,500,000

202,500

Resolute Mining Ltd. (a)

700,000

732

Richmont Mines, Inc. (a)

600,000

2,417

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Metals & Mining - continued

Roanoke Electric Steel Corp. (e)

1,101,931

$ 21,873

Ryerson Tull, Inc. (d)(e)

2,498,300

33,152

Samuel Manu-Tech, Inc.

213,600

2,083

Sherritt International Corp. (a)

5,648,200

44,374

Stillwater Mining Co. (a)

1,953,400

20,667

Titanium Metals Corp. (a)

358,300

10,713

Tohoku Steel Co. Ltd.

275,000

2,256

UK Coal PLC (e)

10,900,000

28,227

USEC, Inc. (e)

8,462,400

99,179

Webco Industries, Inc. (a)

107,800

722

Wheeling Pittsburgh Corp. (a)(e)

826,516

28,763

913,145

Paper & Forest Products - 0.5%

Buckeye Technologies, Inc. (a)(e)

3,744,000

48,148

Canfor Corp. (a)

500,000

6,265

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

135,000

3,076

Gunns Ltd.

2,150,000

7,546

M-real Oyj (B Shares)

8,980,000

48,574

Noda Corp.

16,400

97

Norbord, Inc.

260,000

2,464

Sino-Forest Corp. (a)(e)

9,028,900

30,192

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

4,500,000

15,048

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

1,250,000

18,288

179,698

TOTAL MATERIALS

2,276,625

TELECOMMUNICATION SERVICES - 0.5%

Diversified Telecommunication Services - 0.1%

Atlantic Tele-Network, Inc. (e)

493,220

15,778

City Telecom (HK) Ltd. (CTI)

6,000,000

1,085

Hungarian Telephone & Cable Corp. (a)

222,700

2,984

PT Telkomunikasi Indonesia Tbk sponsored ADR

750,000

15,563

Telecom Plus PLC

275,000

1,290

XETA Technologies, Inc. (a)(e)

974,969

3,071

39,771

Wireless Telecommunication Services - 0.4%

China Mobile (Hong Kong) Ltd. sponsored ADR

100,000

1,574

Cosmote Mobile Telecommunications SA

1,900,000

36,008

Common Stocks - continued

Shares

Value (Note 1) (000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Debitel AG

20,000

$ 327

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

2,469,785

3,310

MobileOne Ltd.

1,700,000

1,890

SK Telecom Co. Ltd. sponsored ADR (d)

2,750,000

54,890

Taiwan Cellular Co. Ltd.

8,000,000

8,282

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

335,000

3,300

Total Access Communication PCL (a)

3,500,000

12,880

Turkcell Iletisim Hizmet AS sponsored ADR (d)

800,111

14,338

136,799

TOTAL TELECOMMUNICATION SERVICES

176,570

UTILITIES - 0.5%

Electric Utilities - 0.5%

Allegheny Energy, Inc. (a)(d)

3,000,000

58,020

Black Hills Corp.

224,000

6,673

Korea Electric Power Corp. sponsored ADR (d)

5,400,000

74,574

Maine & Maritimes Corp. (e)

103,000

2,599

Sierra Pacific Resources (a)(d)

1,650,000

16,236

158,102

Gas Utilities - 0.0%

Hokuriku Gas Co.

1,700,000

5,004

Keiyo Gas Co. Ltd.

223,000

1,031

Otaki Gas Co. Ltd.

654,000

2,398

Shinnihon Gas Corp.

68,000

305

8,738

TOTAL UTILITIES

166,840

TOTAL COMMON STOCKS

(Cost $21,024,569)

31,376,654

Nonconvertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Electronic Equipment & Instruments - 0.0%

SAES Getters Spa (Risp)

590,000

9,807

Nonconvertible Preferred Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - 0.0%

Construction Materials - 0.0%

Buzzi Unicem Spa (Risp)

350,000

$ 4,318

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $6,271)

14,125

Investment Companies - 0.4%

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

1,098,400

136,465

Convertible Bonds - 0.0%

Principal Amount (000s)

INFORMATION TECHNOLOGY - 0.0%

Electronic Equipment & Instruments - 0.0%

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

$ 500

500

MATERIALS - 0.0%

Paper & Forest Products - 0.0%

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

15,500

20,750

TOTAL CONVERTIBLE BONDS

(Cost $16,078)

21,250

U.S. Treasury Obligations - 0.1%

U.S. Treasury Bills, yield at date of purchase 2.09% to 2.21% 2/17/05 to 3/10/05 (g)
(Cost $23,954)

24,000

23,957

Money Market Funds - 11.6%

Shares

Value (Note 1)
(000s)

Fidelity Cash Central Fund, 2.31% (b)

3,474,291,702

$ 3,474,292

Fidelity Securities Lending Cash Central Fund, 2.29% (b)(c)

617,232,399

617,232

TOTAL MONEY MARKET FUNDS

(Cost $4,091,524)

4,091,524

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $25,290,358)

35,663,975

NET OTHER ASSETS - (1.2)%

(438,215)

NET ASSETS - 100%

$ 35,225,760

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized
Appreciation/
(Depreciation)
(000s)

Purchased

Equity Index Contracts

5,275 Russell 1000 Mini Index Contracts

March 2005

$ 329,872

$ (9,671)

567 Russell 2000 Index Contracts

March 2005

177,287

(3,796)

TOTAL EQUITY INDEX CONTRACTS

(13,467)

The face value of futures purchased as a percentage of net assets - 1.4%

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $69,246,000 or 0.2% of net assets.

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $23,957,000.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $1,833,000 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

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

12/16/04

$ 1,884

Other Information

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

United States of America

75.6%

United Kingdom

5.3%

Canada

3.6%

Bermuda

2.1%

Ireland

2.1%

Netherlands

2.0%

Brazil

1.4%

Korea (South)

1.2%

Others (individually less than 1%)

6.7%

100.0%

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

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

AAR Corp.

$ 26,796

$ 43

$ -

$ -

$ 30,064

Aastra Technologies Ltd.

23,747

-

-

-

27,153

Abbey PLC

34,410

-

-

491

38,634

ACE Cash Express, Inc.

23,712

4,578

-

-

31,374

Action Performance Companies, Inc.

19,781

-

-

183

19,232

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Adams Resources & Energy, Inc.

$ 6,441

$ -

$ -

$ 127

$ 8,976

Advanced Marketing Services, Inc.

21,842

-

-

-

17,832

Agilysys, Inc.

29,456

-

32,275

23

-

AirNet Systems, Inc.

2,887

-

-

-

2,463

Albany Molecular Research, Inc.

18,378

8,513

-

-

26,678

Alpharma, Inc. Class A

52,868

-

45,000

123

-

America West Holding Corp. Class B

16,684

-

-

-

13,747

American Axle & Manufacturing Holdings, Inc.

79,177

59,787

-

743

116,591

American HomePatient, Inc.

1,022

1,268

-

-

4,631

American Italian Pasta Co. Class A

14,184

20,289

-

209

34,490

American Physicians Capital, Inc.

20,349

-

22,375

-

-

Ansys, Inc.

68,076

-

-

-

92,700

Applebee's International, Inc.

219,780

-

-

495

229,845

Applied Innovation, Inc.

2,314

735

-

-

3,749

ArvinMeritor, Inc.

134,667

-

-

1,355

129,042

Asahi Concrete Works Co. Ltd.

3,878

-

590

-

6,319

Astronics Corp.

2,951

-

-

-

3,072

Astronics Corp. Class B

945

-

-

-

1,016

Atlantic Tele-Network, Inc.

15,167

-

-

270

15,778

AZZ, Inc.

8,426

-

-

-

8,672

Bairnco Corp.

7,216

-

2,498

86

8,004

Bank of the Ozarks, Inc.

38,325

-

-

120

50,535

Barratt Developments PLC

246,213

62

-

6,345

274,334

Belden CDT, Inc.

46,275

-

9,051

218

-

Belhaven Group PLC

11,765

1,481

-

117

13,323

Bellway PLC

115,702

21,825

-

3,184

168,420

Benihana, Inc.

5,704

-

-

-

5,413

Benihana, Inc. Class A

7,232

-

-

-

6,795

BJ's Wholesale Club, Inc.

163,310

-

-

-

200,442

Black Box Corp.

76,951

-

2,018

243

92,177

Blonder Tongue Laboratories, Inc.

1,499

-

-

-

1,973

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Blyth, Inc.

$ 122,333

$ 809

$ 16,066

$ 667

$ 94,230

Bolt Technology Corp.

1,834

366

-

-

3,334

Boston Acoustics, Inc.

2,896

-

54

47

3,837

Boyd Brothers Transportation, Inc.

1,318

-

1,333

-

-

Brinker International, Inc.

62,668

123,665

10,841

-

203,094

British Polythene Industries PLC

6,920

-

-

173

8,734

BTU International, Inc.

2,431

-

-

-

1,708

Buckeye Technologies, Inc.

39,804

449

-

-

48,148

C&D Technologies, Inc.

36,115

-

11,595

55

25,340

CAE, Inc.

72,661

6,466

-

646

66,944

CAE, Inc. (144A)

7,882

-

-

67

6,594

Cagle's, Inc. Class A

6,717

213

46

-

6,826

Cantel Medical Corp.

13,061

297

190

-

18,940

Caraustar Industries, Inc.

21,563

-

-

-

20,867

Cascade Corp.

35,431

-

77

278

44,216

Castle Energy Corp.

14,086

-

-

117

13,024

Catalyst Semiconductor, Inc.

8,874

12

-

-

7,852

Cattles PLC

118,471

6,720

9,470

1,852

157,923

CCS Income Trust

22,532

-

-

742

-

CEC Entertainment, Inc.

136,313

-

1,986

-

144,818

Championship Auto Racing Teams, Inc.

29

-

-

-

206

Channell Commercial Corp.

3,295

-

43

-

6,352

Charlotte Russe Holding, Inc.

17,399

18,575

4,826

-

23,145

Chase Corp.

5,933

-

-

142

6,572

Cherokee, Inc.

18,220

-

1,637

658

23,674

Chime Communications PLC

8,896

-

-

-

8,838

Chromcraft Revington, Inc.

12,541

-

-

-

12,359

Citect Corp. Ltd.

3,262

-

-

73

3,077

ClearOne Communications, Inc.

4,865

-

480

-

3,167

Coastcast Corp.

1,641

-

-

-

1,801

Cobra Electronics Corp.

3,776

-

2,872

-

-

Columbus McKinnon Corp. (NY Shares)

6,212

5,173

-

-

13,451

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Communications Systems, Inc.

$ 6,260

$ 58

$ 260

$ 90

$ 9,820

Compudyne Corp.

6,130

852

-

-

5,335

Compuware Corp.

148,200

9,050

8,323

-

209,070

Cooper Companies, Inc.

104,038

-

-

53

193,730

Corinthian Colleges, Inc.

14,976

81,989

-

-

137,435

Corvel Corp.

28,028

-

-

-

24,615

CPAC, Inc.

3,180

-

-

81

3,036

CTS Corp.

39,170

-

-

205

45,454

D & K Healthcare Resources, Inc.

11,965

734

1,397

34

8,449

D.R. Horton, Inc.

527,140

19,723

19,056

4,807

765,754

Daitec Co. Ltd.

9,587

-

-

163

9,376

Dataram Corp.

6,462

35

-

-

4,741

DCC PLC (Ireland)

145,285

-

-

1,464

188,994

Decorator Industries, Inc.

2,512

-

-

17

2,322

Delta Apparel, Inc.

8,876

-

-

57

11,292

Department 56, Inc.

20,351

47

-

-

21,271

Deswell Industries, Inc.

17,893

-

3,628

421

16,508

Devcon International Corp.

3,858

-

1,588

-

-

DIMON, Inc.

15,497

-

1,613

410

17,070

Dominion Homes, Inc.

10,720

6,079

-

-

17,370

Dong-A Pharmaceutical Co. Ltd.

7,657

-

-

284

17,282

Doral Financial Corp.

259,050

-

-

1,960

285,450

Draka Holding NV

41,784

2,664

-

-

51,253

Drew Industries, Inc.

36,452

2,470

-

-

38,419

DSG International Ltd.

1,429

-

-

-

2,037

Ducommun, Inc.

18,981

-

424

-

20,086

DuPont Photomasks, Inc.

29,288

-

9,935

-

35,641

Eagle Materials, Inc.

59,177

-

3,825

522

67,373

ECI Telecom Ltd.

34,474

-

303

-

42,240

ECtel Ltd.

5,259

-

-

-

7,573

Electronics for Imaging, Inc.

57,415

37,844

-

-

85,552

Elscint Ltd.

6,582

-

-

-

6,896

Embrex, Inc.

8,708

-

-

-

7,805

EMCOR Group, Inc.

64,865

-

1,371

-

63,060

Enesco Group, Inc.

8,803

2,910

-

-

10,770

Escalon Medical Corp.

400

4,685

-

-

3,803

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

ESS Technology, Inc.

$ 343

$ 26,496

$ -

$ -

$ 23,938

Exact Holdings NV

51,220

-

7,761

-

55,039

Exactech, Inc.

17,658

-

-

-

15,714

ExpressJet Holdings, Inc. Class A

2,725

37,333

-

-

36,963

Fab Industries, Inc.

446

1,712

-

-

2,189

Farstad Shipping ASA

21,040

373

-

-

30,444

Federal Screw Works

5,719

-

-

31

5,438

Financial Industries Corp.

11,071

-

-

-

10,290

Finlay Enterprises, Inc.

21,669

-

829

-

16,571

Finnveden Invest AB Series B

9,678

4,818

18,873

-

-

First Bancorp, Puerto Rico

167,678

-

1,787

850

212,136

First Health Group Corp.

125,110

-

182,592

-

-

First Mutual Bancshares, Inc.

13,373

-

-

95

13,683

Flanigan's Enterprises, Inc.

1,258

-

-

62

1,474

FMC Corp.

131,850

-

-

-

141,570

Footstar, Inc.

9,979

-

-

-

8,568

Foremost Industries Income Fund

6,971

165

512

277

11,923

Fossil, Inc.

163,283

-

-

-

188,325

Frans Maas Groep NV (Certificaten Van Aandelen)

13,286

-

1,570

-

12,513

Fremont General Corp.

44,449

40,147

-

418

101,614

French Connection Group PLC

38,120

776

-

125

32,412

Fresh Brands, Inc.

3,922

-

-

-

3,779

Fresh Del Monte Produce, Inc.

140,566

-

-

2,118

169,050

Friedmans, Inc. Class A

7,428

-

-

-

2,349

Gehl Co.

12,586

-

-

-

15,685

General Cable Corp.

36,338

-

-

-

46,071

Genesco, Inc.

46,446

-

-

-

62,635

Genlyte Group, Inc.

83,681

-

1,418

-

106,013

Global Imaging Systems, Inc.

61,904

348

-

-

73,406

Goodfellow, Inc.

5,917

38

-

164

7,661

Group 1 Automotive, Inc.

58,734

1,153

-

-

58,973

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Gulf Island Fabrication, Inc.

$ 8,322

$ 11,402

$ -

$ 70

$ 21,458

Hampshire Group Ltd.

13,276

-

-

-

16,993

Hankook Shell Oil Co. Ltd.

1,763

563

-

125

2,930

Hansen Natural Corp.

17,480

-

-

-

34,874

Hardinge, Inc.

4,213

6,235

-

9

12,145

Harris Steel Group, Inc.

12,389

-

433

142

28,907

Health Management Associates, Inc. Class A

487,576

2,095

-

1,458

538,708

Heijmans NV

47,574

-

-

-

74,984

Heiton Group PLC

36,448

-

52,824

-

-

Helen of Troy Ltd.

75,192

15,970

-

-

95,270

Henry Boot PLC

17,593

-

251

208

22,988

Horizon Health Corp.

16,416

-

-

-

20,535

Hot Topic, Inc.

48,558

4,171

-

-

63,956

HTL International Holdings Ltd.

9,374

1,288

-

111

13,106

ICT Automatisering NV

7,406

-

-

-

10,899

ICU Medical, Inc.

34,039

-

2,188

-

29,617

Il Dong Pharmaceutical Co. Ltd.

1,243

714

-

-

3,037

IMCO Recycling, Inc.

11,941

-

2,400

-

-

IMPATH, Inc.

8,549

22

-

-

7,193

InFocus Corp.

26,346

8,556

2,205

-

29,126

Insteel Industries, Inc.

4,176

5,881

-

-

13,571

Intermet Corp.

9,497

-

-

-

794

Interstate Bakeries Corp.

22,487

5,109

-

-

16,807

Intest Corp.

8,072

-

-

-

3,646

Intracom SA (Reg.)

24,961

4,435

-

-

38,644

Invacare Corp.

75,610

-

6,186

45

80,980

Inventive Leisure PLC

1,318

128

-

33

1,918

Investment Technology Group, Inc.

28,774

-

35,306

-

-

Inzi Controls Co. Ltd.

224

1,938

-

88

3,036

IPC Holdings Ltd.

132,413

-

1,319

1,695

147,735

Jack in the Box, Inc.

106,466

-

-

-

115,411

JAKKS Pacific, Inc.

49,143

1,996

19,925

-

36,877

JLM Couture, Inc.

690

-

-

-

676

KCS Energy, Inc.

43,601

9,101

1,675

-

50,919

KEC Corp.

6,069

6,279

-

417

15,023

Komplett ASA

6,201

771

-

-

8,433

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Koninklijke BAM Groep NV

$ 42,108

$ 2,133

$ 5,648

$ -

$ 68,493

Korea Electric Terminal Co. Ltd.

8,564

1,159

-

96

10,726

Lafarge North America, Inc.

305,797

-

16,372

3,155

377,727

Lakes Entertainment, Inc.

15,503

-

12,064

-

-

Lattice Semiconductor Corp.

52,832

2,957

-

-

50,926

Libbey, Inc.

13,430

3,598

-

134

18,855

Lincare Holdings, Inc.

298,957

2,193

-

-

391,404

Linx Printing Technologies PLC

7,949

-

15,540

179

-

Lufkin Industries, Inc.

20,673

-

1,016

226

24,348

M/I Homes, Inc.

66,483

-

-

88

99,400

Maine & Maritimes Corp.

3,112

101

-

57

2,599

MAIR Holdings, Inc.

18,860

-

168

-

18,505

Major Drilling Group International, Inc.

7,414

-

2,048

-

9,877

Marine Products Corp.

42,434

-

239

206

65,087

Marten Transport Ltd.

20,822

-

2,055

-

22,596

Medical Action Industries, Inc.

16,682

269

-

-

18,951

Melexis NV

27,072

3,846

-

3,719

34,926

Merchant Retail Group PLC

12,497

2,960

-

114

19,057

Merit Medical Systems, Inc.

9,748

17,562

-

-

28,488

Meritage Homes Corp.

43,157

-

-

-

90,148

Mesa Laboratories, Inc.

2,659

-

437

74

2,669

Metals USA, Inc.

31,760

-

-

-

34,751

MetaSolv, Inc.

10,958

444

498

-

9,498

Metro One Telecommunications, Inc.

3,705

-

-

-

3,310

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

128,999

-

-

1,107

196,947

MFC Bancorp Ltd.

12,985

-

-

-

13,672

Michang Oil Industrial Co. Ltd.

-

2,118

-

87

2,677

MOCON, Inc.

2,747

-

-

43

3,012

Monro Muffler Brake, Inc.

17,887

-

-

-

20,986

Monterey Gourmet Foods, Inc.

4,564

-

-

-

5,057

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Mothers Work, Inc.

$ 933

$ 6,172

$ -

$ -

$ 7,753

Movado Group, Inc.

20,370

-

9,987

67

-

MTR Gaming Group, Inc.

19,444

-

9,524

-

-

Multimedia Games, Inc.

-

27,332

-

-

19,374

Murakami Corp.

5,351

-

-

29

6,562

Nagawa Co. Ltd.

6,835

-

-

-

8,068

National Dentex Corp.

9,998

-

-

-

10,544

National Healthcare Corp.

26,356

-

-

244

31,971

National R.V. Holdings, Inc.

15,468

-

273

-

9,941

National Western Life Insurance Co. Class A

38,679

-

-

-

41,890

Nature's Sunshine Products, Inc.

20,776

-

12,817

135

-

NCI Building Systems, Inc.

57,707

310

1,098

-

70,208

Netsmart Technologies, Inc.

1,232

1,156

-

-

2,473

New Horizons Worldwide, Inc.

5,040

-

2,217

-

-

Newship Ltd.

1,029

-

-

-

725

Next PLC

389,834

3,101

2,968

3,446

423,111

Ngai Lik Industrial Holdings Ltd.

19,476

701

-

784

14,109

Nicholas Financial, Inc.

-

6,392

-

-

7,276

North Central Bancshares, Inc.

5,643

-

-

77

6,306

Northwest Pipe Co.

11,640

182

-

-

15,100

Novel Denim Holdings Ltd.

991

-

-

-

1,104

NQL Drilling Tools, Inc. Class A

3,035

-

124

-

3,630

Octel Corp.

35,678

-

-

83

28,285

Ocular Sciences, Inc.

92,674

-

84,229

-

-

Odyssey Healthcare, Inc.

24,603

6,521

889

-

21,889

Offshore Logistics, Inc.

57,900

3,068

1,993

-

64,586

Oil States International, Inc.

44,743

9,080

309

-

60,638

Olympic Steel, Inc.

-

14,478

657

-

15,876

OM Group, Inc.

88,695

-

705

-

89,155

On Assignment, Inc.

12,670

-

-

-

13,910

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Opinion Research Corp.

$ 2,482

$ 108

$ -

$ -

$ 2,460

Optical Cable Corp.

2,310

71

-

-

2,827

Orbotech Ltd.

54,666

-

-

-

67,133

Orthofix International NV

36,501

6,423

-

-

56,500

Osteotech, Inc.

895

3,125

-

-

3,985

Overnite Corp.

41,594

8,104

-

111

51,494

P&F Industries, Inc. Class A

2,900

-

-

-

5,174

P.A.M. Transportation Services, Inc.

20,760

-

596

-

19,931

Pacific Sunwear of California, Inc.

10,506

90,736

-

-

112,727

PacifiCare Health Systems, Inc.

217,047

-

5,447

-

429,836

Papa John's International, Inc.

68,333

-

694

-

71,739

Pason Systems, Inc.

31,430

265

-

129

38,502

Patrick Industries, Inc.

2,774

-

-

-

2,746

Pe Ben Oilfield Services Ltd.

1,606

-

-

-

1,761

Peak International Ltd.

6,191

-

-

-

5,475

Pemco Aviation Group, Inc.

5,909

1,231

-

-

6,279

Perceptron, Inc.

5,918

-

-

-

5,875

Pericom Semiconductor Corp.

12,916

11,678

-

-

21,689

Persona, Inc.

9,829

-

10,138

-

-

Pervasive Software, Inc.

10,375

1,224

-

-

8,027

Petroleum Development Corp.

29,609

-

-

-

42,839

Petroleum Helicopters, Inc.

6,246

-

-

-

7,312

Philadelphia Consolidated Holding Corp.

68,551

-

-

-

84,099

PinkRoccade NV

16,731

202

6,269

-

23,152

Piolax, Inc.

18,036

-

-

132

21,076

Planar Systems, Inc.

1,162

13,738

-

-

12,824

PolyMedica Corp.

8,072

47,803

-

264

67,591

Pomeroy IT Solutions, Inc.

14,817

-

-

-

18,572

ProSafe ASA

36,914

8,846

-

1,679

58,587

PXRE Group Ltd.

31,096

10,156

-

162

46,181

Quaker City Bancorp, Inc.

26,152

-

26,243

-

-

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Qualstar Corp.

$ 6,817

$ 375

$ 44

$ -

$ 5,497

Quiksilver, Inc.

85,162

1,613

751

-

119,480

Quipp, Inc.

1,968

-

-

-

1,726

Quixote Corp.

11,370

-

1,356

94

10,429

RCM Technologies, Inc.

6,225

403

-

-

5,221

RehabCare Group, Inc.

25,394

-

1,856

-

26,480

Reliability, Inc.

547

-

-

-

375

RemedyTemp, Inc. Class A

7,264

-

-

-

9,170

Renal Care Group, Inc.

234,171

-

-

-

280,476

ResCare, Inc.

16,153

-

4,464

-

-

Rex Stores Corp.

18,186

-

-

-

20,384

Ringerikes Sparebank

1,032

-

-

-

1,248

Riviana Foods, Inc.

20,385

-

20,432

-

-

Roanoke Electric Steel Corp.

15,644

500

-

228

21,873

Ross Stores, Inc.

189,830

-

14,003

672

217,512

Roto Smeets de Boer NV

12,084

-

-

-

14,663

Ryan's Restaurant Group, Inc.

56,843

-

-

-

53,901

Ryerson Tull, Inc.

7,277

31,721

-

185

33,152

S.Y. Bancorp, Inc.

16,464

861

-

166

19,224

Safeway, Inc.

395,131

127,984

-

-

480,243

Salton, Inc.

5,075

-

-

-

4,361

SBS Technologies, Inc.

17,273

-

148

-

17,385

ScanSource, Inc.

67,654

-

3,836

-

70,697

SCS Transportation, Inc.

13,967

4,540

2,997

-

-

ScS Upholstery PLC

9,366

82

-

348

13,140

SED International Holdings, Inc.

768

-

-

-

360

Seksun Corp. Ltd.

5,137

662

-

88

6,565

Shaw Group, Inc.

58,322

1,575

-

-

100,482

Shinsegae Engineering & Construction Co. Ltd.

-

4,056

-

157

5,331

ShoLodge, Inc.

2,189

-

-

-

1,572

ShopKo Stores, Inc.

41,665

-

47,411

-

-

Sigmatron International, Inc.

3,115

538

-

-

4,422

Sino-Forest Corp.

19,019

-

-

-

30,192

Sino-Forest Corp. (144A)

9,479

-

-

-

15,048

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Solutia, Inc.

$ 3,240

$ -

$ -

$ -

$ 9,407

Somera Communications, Inc.

6,747

-

-

-

6,063

Sonic Corp.

141,450

-

-

-

195,816

SOURCECORP, Inc.

36,387

503

-

-

28,381

Southern Energy Homes, Inc.

5,628

-

-

-

6,440

Southwest Bancorp, Inc., Oklahoma

17,043

2,145

-

134

22,273

Sparebanken Rana

760

-

-

-

977

Spectrum Control, Inc.

8,338

1,275

57

-

8,939

Spherion Corp.

50,644

-

-

-

45,667

Sportscene Restaurants, Inc. Class A

2,431

-

-

28

2,326

Standard Commercial Corp.

21,138

-

-

237

26,084

Stanley Furniture Co., Inc.

25,140

-

-

120

27,894

Stantec, Inc.

35,189

965

727

-

36,565

Steiner Leisure Ltd.

41,635

-

363

-

53,508

Stelmar Shipping Ltd.

34,872

-

47,554

125

-

Sterling Bancorp, New York

39,351

1,497

-

633

49,372

Steven Madden Ltd.

24,639

-

-

-

25,164

Stoneridge, Inc.

30,479

-

1,328

-

29,427

Strattec Security Corp.

33,264

-

-

-

30,016

Strongco, Inc.

-

2,944

-

9

3,073

Summa Industries, Inc.

4,568

-

-

26

4,239

Sunjin Co. Ltd.

3,134

665

-

110

6,038

Swift Energy Co.

43,535

-

5,083

-

51,420

Tandy Brands Accessories, Inc.

7,422

-

145

30

7,777

TB Wood's Corp.

3,075

-

-

-

2,482

Tech Data Corp.

212,308

-

28,174

-

210,150

Technology Solutions Co.

2,515

1,363

-

-

3,864

Teekay Shipping Corp.

167,076

-

-

1,155

186,354

Tejon Ranch Co.

32,644

-

-

-

42,408

Texas Industries, Inc.

61,675

-

85,057

95

-

The Allied Defense Group, Inc.

9,421

-

-

-

11,285

The BISYS Group, Inc.

139,549

338

16,043

-

141,542

The Children's Place Retail Stores, Inc.

43,450

2,841

22,020

-

53,116

The PMI Group, Inc.

371,070

-

3,119

803

354,947

Theragenics Corp.

12,339

-

-

-

11,834

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Toami Corp.

$ 3,025

$ -

$ -

$ -

$ 4,864

Tokyo Kisen Co. Ltd.

2,666

-

-

-

3,526

Tollgrade Communications, Inc.

333

5,750

-

-

7,115

Tommy Hilfiger Corp.

126,618

-

-

-

88,814

Total Energy Services Ltd.

10,771

2,392

-

-

19,286

Tower Automotive, Inc.

17,572

-

-

-

4,519

Trifast PLC

7,029

3,112

-

94

10,426

Trinity Industries, Inc.

139,368

-

9,366

535

131,588

Trio-Tech International

1,039

-

-

-

1,279

Triumph Group, Inc.

32,073

2,305

1,549

-

35,549

TT electronics PLC

32,651

-

1,105

732

39,146

TTI Team Telecom International Ltd.

2,766

-

-

-

2,649

Twentsche Kabel Holding NV

22,047

-

-

-

32,777

Twin Disc, Inc.

5,388

1,768

-

87

7,719

Uehara Sei Shoji Co. Ltd.

6,183

-

-

39

7,238

UK Coal PLC

27,690

-

-

983

28,227

Uni-Select, Inc.

21,330

-

4,769

87

-

UnumProvident Corp.

116,435

114,629

3,205

2,138

266,135

Up, Inc.

3,759

-

-

-

3,609

URS Corp.

103,722

1,406

-

-

122,682

USEC, Inc.

67,920

5,798

1,123

2,184

99,179

USF Corp.

92,623

-

2,116

482

84,030

USG Corp.

74,180

-

-

-

138,120

Utah Medical Products, Inc.

12,637

-

-

142

9,759

UTStarcom, Inc.

93,912

49,049

-

-

133,064

W Holding Co., Inc.

72,704

19,046

-

502

108,347

Wao Corp.

1,457

-

38

19

1,374

Wheeling Pittsburgh Corp.

-

27,469

-

-

28,763

Wilsons Leather Experts, Inc.

10,113

-

-

-

6,359

Winland Electronics, Inc.

565

-

-

-

955

Wireless Telecom Group, Inc.

2,723

-

-

61

2,754

Wolverine Tube, Inc.

18,312

-

-

-

17,290

World Fuel Services Corp.

46,212

-

-

182

61,632

Wyndeham Press Group PLC

8,741

-

-

-

10,924

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

XETA Technologies, Inc.

$ 3,879

$ 16

$ -

$ -

$ 3,071

Young Innovations, Inc.

17,621

1,176

-

54

23,929

Zomax, Inc.

9,666

-

-

-

14,157

TOTALS

$ 14,216,757

$ 1,395,384

$ 1,130,601

$ 69,349

$ 16,888,930

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, 2005

Assets

Investment in securities, at value (including securities loaned of $604,629) (cost $25,290,358) - See accompanying schedule

$ 35,663,975

Cash

916

Foreign currency held at value (cost $1,224)

1,230

Receivable for investments sold

179,723

Receivable for fund shares sold

43,311

Dividends receivable

36,481

Interest receivable

6,815

Receivable for daily variation on futures contracts

7,583

Prepaid expenses

108

Other affiliated receivables

62

Other receivables

3,001

Total assets

35,943,205

Liabilities

Payable for investments purchased

$ 41,899

Payable for fund shares redeemed

29,666

Accrued management fee

21,807

Other affiliated payables

6,142

Other payables and accrued expenses

699

Collateral on securities loaned, at value

617,232

Total liabilities

717,445

Net Assets

$ 35,225,760

Net Assets consist of:

Paid in capital

$ 24,110,311

Distributions in excess of net investment income

(9,805)

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

764,765

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

10,360,489

Net Assets, for 892,835 shares outstanding

$ 35,225,760

Net Asset Value, offering price and redemption price per share ($35,225,760 ÷ 892,835 shares)

$ 39.45

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, 2005

Investment Income

Dividends (including $69,349 received from affiliated issuers)

$ 184,206

Interest

36,267

Security lending

4,042

224,515

Less foreign taxes withheld

(11,393)

Total income

213,122

Expenses

Management fee
Basic fee

$ 101,767

Performance adjustment

20,724

Transfer agent fees

32,586

Accounting and security lending fees

1,046

Non-interested trustees' compensation

93

Appreciation in deferred trustee compensation account

44

Custodian fees and expenses

1,687

Registration fees

478

Audit

109

Legal

38

Miscellaneous

209

Total expenses before reductions

158,781

Expense reductions

(2,895)

155,886

Net investment income (loss)

57,236

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (Including realized gain (loss) of $295,280 from affiliated issuers)

1,087,858

Investment not meeting investment restrictions

1

Foreign currency transactions

598

Futures contracts

64,581

Total net realized gain (loss)

1,153,038

Change in net unrealized appreciation (depreciation) on:

Investment securities

3,578,052

Assets and liabilities in foreign currencies

130

Futures contracts

(6,448)

Total change in net unrealized appreciation (depreciation)

3,571,734

Net gain (loss)

4,724,772

Net increase (decrease) in net assets resulting from operations

$ 4,782,008

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
January 31,
2005

Year ended
July 31,
2004

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 57,236

$ 40,780

Net realized gain (loss)

1,153,038

1,923,376

Change in net unrealized appreciation (depreciation)

3,571,734

2,698,176

Net increase (decrease) in net assets resulting
from operations

4,782,008

4,662,332

Distributions to shareholders from net investment income

(102,988)

(14,193)

Distributions to shareholders from net realized gain

(1,766,216)

(327,011)

Total distributions

(1,869,204)

(341,204)

Share transactions
Proceeds from sales of shares

2,708,807

10,649,593

Reinvestment of distributions

1,821,875

332,130

Cost of shares redeemed

(2,610,858)

(4,514,853)

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

1,919,824

6,466,870

Redemption fees

1,198

4,682

Total increase (decrease) in net assets

4,833,826

10,792,680

Net Assets

Beginning of period

30,391,934

19,599,254

End of period (including distributions in excess of net investment income of $9,805 and undistributed net investment income of $40,182, respectively)

$ 35,225,760

$ 30,391,934

Other Information

Shares

Sold

72,170

308,543

Issued in reinvestment of distributions

50,855

9,730

Redeemed

(70,152)

(129,950)

Net increase (decrease)

52,873

188,323

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,

2005

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 36.18

$ 30.08

$ 26.70

$ 27.22

$ 23.93

$ 24.27

Income from Investment Operations

Net investment income (loss) E

.07

.05

.01

.09 G

.22

.13

Net realized and unrealized gain (loss)

5.41

6.50

3.93

1.08 G

6.65

.87

Total from investment operations

5.48

6.55

3.94

1.17

6.87

1.00

Distributions from net investment income

(.12)

(.02)

(.03)

(.16)

(.16)

(.15)

Distributions from net realized gain

(2.09)

(.44)

(.54)

(1.54)

(3.43)

(1.19)

Total distributions

(2.21)

(.46)

(.57)

(1.70)

(3.59)

(1.34)

Redemption fees added to paid in capital E

- H

.01

.01

.01

.01

- H

Net asset value, end of period

$ 39.45

$ 36.18

$ 30.08

$ 26.70

$ 27.22

$ 23.93

Total Return B, C, D

15.84%

21.90%

15.14%

4.79%

32.36%

4.57%

Ratios to Average Net Assets F

Expenses before expense reductions

.97% A

.98%

1.03%

.99%

1.02%

.81%

Expenses net of voluntary waivers, if any

.97% A

.98%

1.03%

.99%

1.02%

.81%

Expenses net of all reductions

.96% A

.97%

1.01%

.97%

1.00%

.80%

Net investment income (loss)

.35% A

.15%

.05%

.34% G

.92%

.58%

Supplemental Data

Net assets, end of period (in millions)

$ 35,226

$ 30,392

$ 19,599

$ 15,664

$ 10,272

$ 6,080

Portfolio turnover rate

27% A

28%

23%

26%

44%

15%

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

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

H Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Low-Priced Stock Fund (the fund) is a fund of Fidelity Puritan Trust (the trust) and is authorized to issue an unlimited number of shares. The fund is currently closed to most new accounts. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

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

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

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

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

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

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

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

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

Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), market discount, capital loss carryforwards, losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation

$ 11,555,208

Unrealized depreciation

(1,186,833)

Net unrealized appreciation (depreciation)

$ 10,368,375

Cost for federal income tax purposes

$ 25,295,600

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

2. Operating Policies.

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

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Futures Contracts - continued

contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counter-parties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $4,610,083 and $3,904,315, respectively. The Fund realized a gain on the sale of an investment not meeting the investment restrictions of the fund.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .75% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .20% of average net assets.

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $35,072 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $187 for the period.

5. Committed Line of Credit.

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

6. Security Lending.

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Security Lending - continued

securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $2,671 for the period. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $20 and $204, respectively.

8. Other.

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

Semiannual Report

Report of Independent Registered Public Accounting Firm

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

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

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

March 21, 2005

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Far East) Inc.

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

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

LPS-USAN-0305
1.789287.101

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

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

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

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

SIGNATURES

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

Fidelity Puritan Trust

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

March 23, 2005

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

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

March 23, 2005

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

March 23, 2005