N-30D 1 main.htm

Fidelity®

Contrafund® II

Semiannual Report

December 31, 2001

(2_Fidelity_logos)(Registered_Trademark)

Contents

President's Message

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Ned Johnson on investing strategies.

Performance

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How the fund has done over time.

Fund Talk

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

Investment Changes

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

Investments

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

Financial Statements

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

Notes

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Notes to the financial statements.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Some welcome news on the economic front inspired a stock market rally during the final quarter of 2001. Nonetheless, most major equity indexes still finished the year with negative returns. For investment-grade bonds, the situation was reversed. Their strong performance through the first three-quarters of 2001 was somewhat tamed late in the year as investors became more enthused about the prospects for growth in 2002.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended December 31, 2001

Past 6
months

Past 1
year

Life of
fund

Fidelity® Contrafund® II

-8.55%

-9.59%

31.57%

Fidelity Contrafund II (incl. 3.00% sales charge)

-11.29%

-12.30%

27.62%

S&P 500 ®

-5.56%

-11.89%

9.39%

Growth Funds Average

-7.47%

-16.76%

n/a *

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year or since the fund started on March 31, 1998. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 2,010 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page 5 of this report.(dagger)

Average Annual Total Returns

Periods ended December 31, 2001

Past 1
year

Life of
fund

Fidelity Contrafund II

-9.59%

7.59%

Fidelity Contrafund II (incl. 3.00% sales charge)

-12.30%

6.72%

S&P 500

-11.89%

2.42%

Growth Funds Average

-16.76%

n/a *

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

* Not available

Semiannual Report

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Contrafund® II on March 31, 1998, when the fund started, and the current 3.00% sales charge was paid. As the chart shows, by December 31, 2001, the value of the investment would have grown to $12,762 - a 27.62% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $10,939 - a 9.39% increase.

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

Understanding
Performance

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

(dagger) The LipperSM multi-cap growth funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper multi-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of December 31, 2001, the six month and one year cumulative total returns for the multi-cap growth funds were -12.07% and -26.06%, respectively; and the one year average annual total was -26.06%. The six month and one year cumulative total returns for the multi-cap supergroup average were -7.06% and -12.98%, respectively; and the one year average annual total return was -12.98%.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

The tragic events of September 11, the dramatic two-week market sell-off that followed and the negative effects of the U.S. economy's first recession in a decade were too much for equity markets to overcome during the six-month period ending December 31, 2001. Even the double-digit gains posted by most major equity indexes in the fourth quarter of the year couldn't pull the benchmarks into positive territory for the overall six-month period. In that time, the large-cap weighted Standard & Poor's 500SM Index fell 5.56%, and the blue-chip Dow Jones Industrial Average SM declined 3.67%. Meanwhile, the tech-laden NASDAQ Composite® Index dropped 9.62%, despite gaining 30.23% during the second half of the period. While poor corporate earnings performance pressured valuations throughout the year, most of the negative returns in the second half of 2001 can be attributed to the 9/11 terrorist attacks, which first closed the markets, then led to their swift decline in the following weeks. The Federal Reserve Board did its part to calm anxious investors and inject liquidity into the economy by cutting the federal funds target rate five times during the past six months - part of the unprecedented 11 rate reductions in the calendar year. Partly as a result of these actions, reassured investors purchased equities with renewed vigor as they looked ahead to an economic recovery in 2002.

(Portfolio Manager photograph)
An interview with Adam Hetnarski, Portfolio Manager of Fidelity Contrafund II

Q. How did the fund perform, Adam?

A. For the six months that ended December 31, 2001, the fund returned -8.55%, trailing the -5.56% return of the Standard & Poor's 500 Index and the -7.47% mark posted by the Lipper Inc. growth funds average. However, the fund beat its benchmarks during the 12 months that ended December 31, 2001, returning -9.59% versus -11.89% and -16.76% for the S&P 500 and the Lipper peer group, respectively.

Q. Why did the fund lag the index and the Lipper average during the six-month period?

A. Underweighting the financial sector - particularly banks and insurers - was one factor detracting from the fund's relative performance. I was reluctant to have a large exposure to banks because of potential problems with bad loans. However, the positive influence of repeated cuts in interest rates by the Federal Reserve Board temporarily overshadowed investors' worries about banks' credit exposure. I also underweighted insurers going into September 11, and my conviction about that decision increased when I considered the huge payouts required by the insurance industry as a result of the terrorist attacks. However, the possibility of a government bailout for the insurance industry and speculation that property and casualty insurers might raise prices for some types of coverage caused insurance stocks to advance. In addition, I underestimated the potential of technology stocks during the fourth quarter. Although the fund had approximately a market weighting in technology, its underweightings in many stocks within the sector were offset by a sizable overweighting in Microsoft, which detracted slightly from performance.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What was your rationale for the fund's positioning in technology?

A. On the one hand, projections for unit sales of personal computers (PCs) during the next six to 12 months were encouraging. However, I was concerned about pricing and profit margins. Because pricing for the Windows operating system is more stable than personal computer pricing and since Microsoft benefits with the sale of every Windows PC, I decided to skew the fund's PC exposure toward the software giant. In addition, I thought Microsoft could benefit from the new Windows XP version of its operating system as well as an upgrade of its Office software suite. The other major category of the fund's technology exposure was disk drives. After surviving several lean years with weak unit growth and soft pricing, the disk drive industry looked poised for a resurgence, in part due to new markets in video game consoles and set-top boxes.

Q. Which stocks helped the fund's performance?

A. Disk drive maker Western Digital was the most positive contributor to performance. In addition to the favorable factors aiding the disk drive industry, Western Digital benefited from a potentially lucrative contract, shared with rival Seagate, to manufacture disk drives for Microsoft's recent entry into the video game console market, the Xbox. Hutchinson Technology, which makes components for disk drives, also reflected the improving industry fundamentals. Ingram Micro and Arrow Electronics are two technology distributors that did well. Recent industry consolidation enabled these two companies to strengthen their respective competitive positions. Finally, two foreign manufacturers of dynamic random access memory (DRAM), South Korea-based Samsung Electronics and Infineon Technologies - a German company - strengthened as DRAM prices rose near the end of the period because of improving PC sales. I took profits on the Samsung position.

Q. Which stocks detracted from performance?

A. General Electric pulled back on concerns about its aircraft engine business in the wake of cutbacks in air travel following September 11. Investors also worried about lower demand from independent power producers for GE's generators. Media conglomerate Viacom was hurt by the slump in advertising caused in part by the terrorist attacks. Daiwa Securities and Nikko Corp., both Japanese brokerage companies, suffered from the poor performance of the Japanese stock market and persistent weakness in the overall economy. I bought these stocks as a way to play a Japanese economic recovery, but the outlook for Japan deteriorated, and I sold both stocks.

Q. What's your outlook, Adam?

A. I'm cautious but have positioned the fund to benefit if a recovery should occur. Accordingly, my strategy is two-pronged, emphasizing growth companies with solid balance sheets and strong cash flows on the one hand, while also focusing on more defensive plays in sectors such as consumer staples and health care. I believe it's better to avoid the more speculative growth stocks until we get clearer signals that the economy is on the mend.

Semiannual Report

Fund Talk: The Manager's Overview - continued

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

Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in companies whose value FMR believes is not fully recognized by the public

Fund number: 339

Trading symbol: FCONX

Start date: March 31, 1998

Size: as of December 31, 2001, more than $1.0 billion

Manager: Adam Hetnarski, since 2000; manager, Fidelity Destiny II, since 2000; Fidelity Export and Multinational Fund, 1998-2000; Fidelity Select Technology Portfolio and Fidelity Advisor Technology Fund, 1996-1998; joined Fidelity in 1991

3

Adam Hetnarski on prospects for an economic recovery:

"The consumer has led the U.S. economy out of most recessions since World War II. In virtually every recession since 1948, real consumer spending turned negative at some point, as consumers reined in their spending and repaired their balance sheets. Eventually, the consumer's finances improved to the point at which they began spending more freely, and economic growth started to strengthen again.

"However, the current recession is atypical in some crucial respects. Consumer spending has slowed, but not significantly. Even more importantly, consumer debt remains at historically high levels. The small uptick in the savings rate that occurred around the time of the government tax rebate in August was the first increase since 1983. Moreover, the loan-to-value ratio on U.S. homes has risen from 30% in 1990 to roughly 45% currently, meaning the average homeowner is carrying $15,000 more in debt on a $100,000 mortgage loan than they were a decade ago. Since consumers have not curbed their spending significantly and they continue to carry high debt loads, there might not be enough pent-up demand to jump-start the economy out of its current doldrums."

Semiannual Report

Investment Changes

Top Ten Stocks as of December 31, 2001

% of fund's
net assets

% of fund's net assets
6 months ago

Microsoft Corp.

10.2

7.1

Pfizer, Inc.

4.8

2.8

Bristol-Myers Squibb Co.

4.0

3.1

Philip Morris Companies, Inc.

3.9

3.1

The Coca-Cola Co.

3.6

1.6

BellSouth Corp.

2.7

1.4

Johnson & Johnson

2.2

0.0

Ingram Micro, Inc. Class A

2.2

1.4

ChevronTexaco Corp.

2.1

0.0

Arrow Electronics, Inc.

1.8

0.6

37.5

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

23.6

25.1

Health Care

22.0

16.7

Consumer Staples

13.5

8.2

Industrials

8.4

5.3

Telecommunication Services

8.3

4.4

Asset Allocation (% of fund's net assets)

As of December 31, 2001 *

As of June 30, 2001 **

Stocks 96.8%

Stocks 94.8%

Convertible
Securities 0.0%

Convertible
Securities 0.5%

Short-Term
Investments and
Net Other Assets 3.2%

Short-Term
Investments and
Net Other Assets 4.7%

* Foreign investments

5.3%

** Foreign investments

7.2%



Semiannual Report

Investments December 31, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.8%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 5.3%

Auto Components - 0.4%

Michelin SA (Compagnie Generale des Etablissements)
Series B

123,876

$ 4,093

Automobiles - 1.6%

Monaco Coach Corp. (a)

352,550

7,710

Thor Industries, Inc.

32,800

1,215

Winnebago Industries, Inc.

198,400

7,329

16,254

Hotels, Restaurants & Leisure - 0.6%

Harrah's Entertainment, Inc. (a)

169,000

6,255

Media - 1.4%

Adelphia Communications Corp. Class A (a)

149,600

4,665

AOL Time Warner, Inc. (a)

265,900

8,535

Clear Channel Communications, Inc. (a)

800

41

Gannett Co., Inc.

900

61

Omnicom Group, Inc.

200

18

Tribune Co.

3,200

120

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

27,700

1,223

14,663

Multiline Retail - 0.5%

Wal-Mart Stores, Inc.

80,700

4,644

Specialty Retail - 0.8%

Best Buy Co., Inc. (a)

48,900

3,642

Intimate Brands, Inc. Class A

331,900

4,932

8,574

TOTAL CONSUMER DISCRETIONARY

54,483

CONSUMER STAPLES - 13.5%

Beverages - 6.1%

Anheuser-Busch Companies, Inc.

180,100

8,142

PepsiCo, Inc.

352,000

17,139

The Coca-Cola Co.

799,000

37,673

62,954

Food & Drug Retailing - 0.6%

CVS Corp.

70,400

2,084

Safeway, Inc. (a)

108,500

4,530

6,614

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Food Products - 1.7%

Kellogg Co.

134,200

$ 4,039

Kraft Foods, Inc. Class A

198,500

6,755

Smithfield Foods, Inc. (a)

278,500

6,138

16,932

Household Products - 0.7%

Colgate-Palmolive Co.

97,700

5,642

Procter & Gamble Co.

17,700

1,401

7,043

Tobacco - 4.4%

Philip Morris Companies, Inc.

857,400

39,312

UST, Inc.

154,000

5,390

44,702

TOTAL CONSUMER STAPLES

138,245

ENERGY - 5.2%

Energy Equipment & Services - 0.2%

Noble Drilling Corp. (a)

45,500

1,549

Oil & Gas - 5.0%

ChevronTexaco Corp.

241,200

21,614

Conoco, Inc.

236,000

6,679

Exxon Mobil Corp.

352,100

13,838

Royal Dutch Petroleum Co. (NY Shares)

198,100

9,711

51,842

TOTAL ENERGY

53,391

FINANCIALS - 4.1%

Banks - 0.3%

Bank of America Corp.

30,800

1,939

FleetBoston Financial Corp.

28,400

1,037

Mizuho Holdings, Inc.

19

39

3,015

Diversified Financials - 2.9%

Charles Schwab Corp.

6,900

107

Fannie Mae

147,400

11,718

Freddie Mac

229,160

14,987

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Diversified Financials - continued

Merrill Lynch & Co., Inc.

55,500

$ 2,893

Morgan Stanley Dean Witter & Co.

7,850

439

30,144

Insurance - 0.3%

Prudential Financial, Inc.

78,700

2,612

Real Estate - 0.6%

Mack-Cali Realty Corp.

101,400

3,145

Reckson Associates Realty Corp.

35,900

839

Vornado Realty Trust

63,600

2,646

6,630

TOTAL FINANCIALS

42,401

HEALTH CARE - 22.0%

Biotechnology - 1.3%

Amgen, Inc. (a)

93,600

5,283

Geneprot, Inc. (d)

64,000

704

Gilead Sciences, Inc. (a)

87,000

5,718

Human Genome Sciences, Inc. (a)

41,200

1,389

13,094

Health Care Equipment & Supplies - 2.8%

Align Technology, Inc.

75,700

341

Biomet, Inc.

314,450

9,717

Guidant Corp. (a)

123,300

6,140

St. Jude Medical, Inc. (a)

50,200

3,898

Zimmer Holdings, Inc. (a)

276,204

8,435

28,531

Health Care Providers & Services - 2.2%

Cardinal Health, Inc.

281,200

18,182

Service Corp. International (SCI) (a)

895,400

4,468

22,650

Pharmaceuticals - 15.7%

American Home Products Corp.

61,600

3,780

Barr Laboratories, Inc. (a)

1,700

135

Bristol-Myers Squibb Co.

809,300

41,274

Forest Laboratories, Inc. (a)

167,400

13,718

Johnson & Johnson

390,200

23,061

Mylan Laboratories, Inc.

88,000

3,300

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Pfizer, Inc.

1,233,400

$ 49,151

Pharmacia Corp.

216,700

9,242

Sanofi-Synthelabo SA

54,400

4,065

Schering-Plough Corp.

397,000

14,217

161,943

TOTAL HEALTH CARE

226,218

INDUSTRIALS - 8.4%

Aerospace & Defense - 2.5%

Honeywell International, Inc.

44,400

1,502

Lockheed Martin Corp.

284,100

13,259

Northrop Grumman Corp.

106,600

10,746

25,507

Building Products - 0.1%

Masco Corp.

18,700

458

Commercial Services & Supplies - 0.6%

Allied Waste Industries, Inc. (a)

397,020

5,582

Waste Management, Inc.

3,800

121

5,703

Industrial Conglomerates - 4.2%

General Electric Co.

386,200

15,479

Minnesota Mining & Manufacturing Co.

56,100

6,632

Textron, Inc.

167,400

6,940

Tyco International Ltd.

246,510

14,519

43,570

Machinery - 1.0%

IDEX Corp.

44,200

1,525

Ingersoll-Rand Co.

135,300

5,657

Milacron, Inc.

68,420

1,082

Navistar International Corp.

60,900

2,406

10,670

TOTAL INDUSTRIALS

85,908

INFORMATION TECHNOLOGY - 23.6%

Communications Equipment - 0.1%

Advanced Fibre Communication, Inc. (a)

7,900

140

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

CIENA Corp. (a)

66,700

$ 954

Cisco Systems, Inc. (a)

4,500

81

1,175

Computers & Peripherals - 4.8%

Dell Computer Corp. (a)

107,500

2,922

EMC Corp. (a)

685,700

9,216

Hutchinson Technology, Inc. (a)

302,054

7,014

International Business Machines Corp.

125,600

15,193

Maxtor Corp. (a)

191,400

1,213

Western Digital Corp. (a)

2,107,500

13,214

48,772

Electronic Equipment & Instruments - 4.2%

Arrow Electronics, Inc. (a)

630,300

18,846

Ingram Micro, Inc. Class A (a)

1,300,000

22,516

Solectron Corp. (a)

105,700

1,192

Tektronix, Inc. (a)

36,400

938

43,492

Internet Software & Services - 0.4%

Check Point Software Technologies Ltd. (a)

92,600

3,694

Semiconductor Equipment & Products - 1.9%

Advanced Micro Devices, Inc. (a)

174,700

2,771

Applied Materials, Inc. (a)

15,800

634

ASML Holding NV (NY Shares) (a)

246,900

4,210

Infineon Technologies AG sponsored ADR

36,100

733

Integrated Device Technology, Inc. (a)

36,900

981

Intel Corp.

28,300

890

NVIDIA Corp. (a)

99,100

6,630

Silicon On Insulator TEChnologies SA (SOITEC) (a)

27,825

552

STMicroelectronics NV (NY Shares)

1,600

51

Texas Instruments, Inc.

64,900

1,817

United Microelectronics Corp. sponsored ADR

100

1

19,270

Software - 12.2%

Computer Associates International, Inc.

296,700

10,233

Microsoft Corp. (a)

1,583,930

104,931

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Software - continued

Network Associates, Inc. (a)

260,700

$ 6,739

VERITAS Software Corp. (a)

87,000

3,900

125,803

TOTAL INFORMATION TECHNOLOGY

242,206

MATERIALS - 6.4%

Chemicals - 0.4%

Lyondell Chemical Co.

317,300

4,547

Metals & Mining - 4.4%

Alcan, Inc.

269,900

9,691

Alcoa, Inc.

58,300

2,073

Barrick Gold Corp.

590,300

9,439

Newmont Mining Corp.

413,800

7,908

Nucor Corp.

79,100

4,189

Phelps Dodge Corp.

97,800

3,169

Placer Dome, Inc.

817,500

8,937

45,406

Paper & Forest Products - 1.6%

Bowater, Inc.

117,400

5,600

International Paper Co.

255,400

10,305

15,905

TOTAL MATERIALS

65,858

TELECOMMUNICATION SERVICES - 8.3%

Diversified Telecommunication Services - 8.0%

ALLTEL Corp.

145,930

9,008

AT&T Corp.

994,100

18,033

BellSouth Corp.

719,000

27,430

Qwest Communications International, Inc.

1,037,800

14,664

SBC Communications, Inc.

334,100

13,087

TeraBeam Networks (d)

4,800

5

82,227

Common Stocks - continued

Shares

Value (Note 1)
(000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.3%

American Tower Corp. Class A (a)

349,000

$ 3,305

TOTAL TELECOMMUNICATION SERVICES

85,532

TOTAL COMMON STOCKS

(Cost $941,185)

994,242

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (d)
(Cost $119)

6,900

11

Convertible Bonds - 0.0%

Moody's Ratings
(unaudited)

Principal
Amount (000s)

INFORMATION TECHNOLOGY - 0.0%

Software - 0.0%

Cyras Systems, Inc. 4.5% 8/15/05 (c)
(Cost $390)

-

$ 390

454

Money Market Funds - 4.1%

Shares

Value (Note 1)
(000s)

Fidelity Cash Central Fund, 1.94% (b)

39,767,856

$ 39,768

Fidelity Securities Lending Cash Central Fund, 1.93% (b)

2,146,700

2,147

TOTAL MONEY MARKET FUNDS

(Cost $41,915)

41,915

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $983,609)

1,036,622

NET OTHER ASSETS - (0.9)%

(9,010)

NET ASSETS - 100%

$ 1,027,612

Legend

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $454,000 or 0.0% of net assets.

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Chorum Technologies Series E

9/19/00

$ 119

Geneprot, Inc.

7/7/00

$ 352

TeraBeam Networks

4/7/00

$ 18

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,376,900,000 and $1,544,167,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $110,000 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $720,000 or 0.1% of net assets.

Income Tax Information

At December 31, 2001, the aggregate cost of investment securities for income tax purposes was $999,767,000. Net unrealized appreciation aggregated $36,855,000, of which $84,657,000 related to appreciated investment securities and $47,802,000 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending June 30, 2002 approximately $161,273,000 of losses recognized during the period November 1, 2000 to June 30, 2001.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

December 31, 2001 (Unaudited)

Assets

Investment in securities, at value
(including securities loaned of $1,990)
(cost $983,609) - See accompanying schedule

$ 1,036,622

Receivable for investments sold

3,932

Receivable for fund shares sold

1,696

Dividends receivable

966

Other receivables

4

Total assets

1,043,220

Liabilities

Payable for investments purchased

$ 1,035

Payable for fund shares redeemed

11,687

Accrued management fee

716

Other payables and accrued expenses

23

Collateral on securities loaned, at value

2,147

Total liabilities

15,608

Net Assets

$ 1,027,612

Net Assets consist of:

Paid in capital

$ 1,247,518

Distributions in excess of net investment income

(582)

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

(272,337)

Net unrealized appreciation (depreciation) on investments

53,013

Net Assets, for 99,260 shares outstanding

$ 1,027,612

Net Asset Value and redemption price per share ($1,027,612 ÷ 99,260 shares)

$10.35

Maximum offering price per share (100/97.00 of $10.35)

$10.67

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 December 31, 2001 (Unaudited)

Investment Income

Dividends

$ 5,969

Interest

1,309

Security lending

34

Total income

7,312

Expenses

Management fee
Basic fee

$ 3,260

Performance adjustment

1,166

Transfer agent fees

1,331

Accounting and security lending fees

142

Non-interested trustees' compensation

2

Custodian fees and expenses

51

Registration fees

30

Audit

17

Legal

4

Miscellaneous

91

Total expenses before reductions

6,094

Expense reductions

(536)

5,558

Net investment income

1,754

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(89,574)

Foreign currency transactions

(38)

(89,612)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(28,417)

Assets and liabilities in foreign currencies

6

(28,411)

Net gain (loss)

(118,023)

Net increase (decrease) in net assets resulting
from operations

$ (116,269)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
December 31, 2001
(Unaudited)

Year ended
June 30,
2001

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 1,754

$ 2,832

Net realized gain (loss)

(89,612)

(129,186)

Change in net unrealized appreciation (depreciation)

(28,411)

(129,992)

Net increase (decrease) in net assets resulting
from operations

(116,269)

(256,346)

Distributions to shareholders
From net investment income

(4,332)

-

From net realized gain

-

(200,539)

In excess of net realized gain

-

(53,683)

Total distributions

(4,332)

(254,222)

Share transactions
Net proceeds from sales of shares

67,584

457,738

Reinvestment of distributions

4,224

248,605

Cost of shares redeemed

(267,354)

(429,221)

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

(195,546)

277,122

Total increase (decrease) in net assets

(316,147)

(233,446)

Net Assets

Beginning of period

1,343,759

1,577,205

End of period (including (over) under distribution of net investment income of $(582) and $2,582, respectively)

$ 1,027,612

$ 1,343,759

Other Information

Shares

Sold

6,516

35,929

Issued in reinvestment of distributions

393

18,895

Redeemed

(25,968)

(36,070)

Net increase (decrease)

(19,059)

18,754

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

Semiannual Report

Financial Highlights

Six months ended
December 31, 2001

Years ended June 30,

(Unaudited)

2001

2000

1999

1998 F

Selected Per-Share Data

Net asset value,
beginning of period

$ 11.36

$ 15.84

$ 12.60

$ 10.35

$ 10.00

Income from
Investment Operations

Net investment
income (loss) E

.02

.02

(.01)

-

(.01)

Net realized and
unrealized gain (loss)

(.99)

(2.05)

3.97

2.25

.36

Total from
investment operations

(.97)

(2.03)

3.96

2.25

.35

Less Distributions

From net
investment income

(.04)

-

-

-

-

From net realized gain

-

(1.93)

(.72)

-

-

In excess of
net realized gain

-

(.52)

-

-

-

Total distributions

(.04)

(2.45)

(.72)

-

-

Net asset value,
end of period

$ 10.35

$ 11.36

$ 15.84

$ 12.60

$ 10.35

Total Return B, C, D

(8.55)%

(14.70)%

33.87%

21.74%

3.50%

Ratios to Average Net Assets G

Expenses before
expense reductions

1.08% A

.95%

.91%

.93%

1.28% A

Expenses net of voluntary waivers, if any

1.08% A

.95%

.91%

.93%

1.28% A

Expenses net of
all reductions

.99% A

.91%

.86%

.86%

1.23% A

Net investment
income (loss)

.31% A

.19%

(.08)%

(.01)%

(.28)% A

Supplemental Data

Net assets, end of
period (in millions)

$ 1,028

$ 1,344

$ 1,577

$ 901

$ 319

Portfolio turnover rate

258% A

168%

291%

293%

141% 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 Total returns do not include the effect of sales charges.

E Calculated based on average shares outstanding during the period.

F For the period March 31, 1998 (commencement of operations) to June 30, 1998.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended December 31, 2001 (Unaudited)

1. Significant Accounting Policies.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

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

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

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

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

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

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

2. Operating Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

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

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

3. Purchases and Sales of Investments.

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

4. Fees and Other Transactions with Affiliates.

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

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 .79% of the fund's average net assets.

Sales Load. For the period, Fidelity Distributors Corporation (FDC), an affiliate of FMR, received sales charges of $180,000 on sales of shares of the fund all of which was retained.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .24% of average net assets.

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $1,187,000 for the period.

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

5. Committed Line of Credit.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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.

Certain security trades were directed to brokers who paid $535,000 of the fund's expenses. In addition,through arrangements with the fund's transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's transfer agent expenses by $1,000.

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.

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Fidelity Automated
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®)
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.

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Fidelity's Web Site
www.fidelity.com

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

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Fidelity On-line Xpress+®

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

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

Semiannual Report

To Visit Fidelity

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

Arizona

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Chandler, AZ

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California

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Boston, MA

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Boston, MA

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Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
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New York

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Garden City, NY

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

1271 Avenue of the Americas
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Pennsylvania

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1735 Market Street
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Rhode Island

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6150 Poplar Avenue
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Texas

10000 Research Boulevard
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4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

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

Semiannual Report

To Write Fidelity

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

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Making Changes
To Your Account

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

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

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For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
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Hebron, KY 41048

Selling shares

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

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Fidelity Investments
Attn: Redemptions - CP6I

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

General Correspondence

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

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For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

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

General Correspondence

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

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management &
Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.
Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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Fidelity Fifty®

Semiannual Report

December 31, 2001

(2_fidelity_logos) (Registered Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund.

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Some welcome news on the economic front inspired a stock market rally during the final quarter of 2001. Nonetheless, most major equity indexes still finished the year with negative returns. For investment-grade bonds, the situation was reversed. Their strong performance through the first three-quarters of 2001 was somewhat tamed late in the year as investors became more enthused about the prospects for growth in 2002.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Fidelity Fifty® had a 3% sales charge, which was waived beginning January 31, 2000 through December 23, 2001. Effective December 24, 2001 the sales charge was eliminated.

Cumulative Total Returns

Periods ended December 31, 2001

Past 6
months

Past 1
year

Past 5
years

Life of
fund

Fidelity Fifty

-3.57%

-12.43%

73.40%

192.50%

S&P 500 ®

-5.56%

-11.89%

66.24%

191.90%

Capital Appreciation Funds Average

-7.76%

-15.97%

61.49%

n/a *

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or since the fund started on September 17, 1993. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500® Index - a market capitalization-weighted index of common stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the capital appreciation funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 353 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page 7 of this report.(dagger)

Average Annual Total Returns

Periods ended December 31, 2001

Past 1
year

Past 5
years

Life of
fund

Fidelity Fifty

-12.43%

11.64%

13.82%

S&P 500

-11.89%

10.70%

13.79%

Capital Appreciation Funds Average

-15.97%

8.78%

n/a *

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

* Not available

Semiannual Report

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Fifty ® on September 17, 1993, when the fund started. As the chart shows, by December 31, 2001, the value of the investment would have grown to $29,250 - a 192.50% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $29,190 - a 191.90% increase.

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

Understanding
Performance

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

(dagger) The Lipper multi-cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper multi-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of December 31, 2001, the six month, one year and five year cumulative total returns for the multi-cap core funds were -5.93%, -10.89%, and 61.21%, respectively; and the one year and five year average annual total returns were -10.89% and 9.58%, respectively. The six month, one year, and five year cumulative total returns for the multi-cap supergroup average were -7.06%, -12.98%, and 61.56%, respectively; and the one year and five year average annual total returns were -12.98% and 9.63%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

The tragic events of September 11, the dramatic two-week market sell-off that followed and the negative effects of the U.S. economy's first recession in a decade were too much for equity markets to overcome during the six-month period ending December 31, 2001. Even the double-digit gains posted by most major equity indexes in the fourth quarter of the year couldn't pull the benchmarks into positive territory for the overall six-month period. In that time, the large-cap weighted Standard & Poor's 500SM Index fell 5.56%, and the blue-chip Dow Jones Industrial Average SM declined 3.67%. Meanwhile, the tech-laden NASDAQ Composite® Index dropped 9.62%, despite gaining 30.23% during the second half of the period. While poor corporate earnings performance pressured valuations throughout the year, most of the negative returns in the second half of 2001 can be attributed to the 9/11 terrorist attacks, which first closed the markets, then led to their swift decline in the following weeks. The Federal Reserve Board did its part to calm anxious investors and inject liquidity into the economy by cutting the federal funds target rate five times during the past six months - part of the unprecedented 11 rate reductions in the calendar year. Partly as a result of these actions, reassured investors purchased equities with renewed vigor as they looked ahead to an economic recovery in 2002.

(Portfolio Manager photograph)
An interview with John Muresianu, Portfolio Manager of Fidelity Fifty

Q. How did the fund perform, John?

A. For the six-month period that ended December 31, 2001, the fund declined 3.57%. In comparison, the Standard & Poor's 500 Index fell 5.56% and the capital appreciation funds average as tracked by Lipper Inc. declined 7.76%. For the 12-month period that ended December 31, 2001, the fund returned -12.43%, while the S&P 500 and Lipper average returned -11.89% and -15.97%, respectively.

Q. What helped the fund outperform the S&P 500 index and its Lipper peer group average during the past six months?

A. I kept the fund positioned in what I felt were the most undervalued areas of the stock market - energy, basic materials and mid-cap value. All three of these areas made positive contributions to the fund's relative performance as the excess enthusiasm for other, more richly valued sectors, such as information technology and telecommunication services, continued to unwind. Most significantly, having a large exposure to basic materials stocks - at roughly 30% of the fund's total net assets on average throughout the period - was extremely beneficial. Investors were attracted to the relatively low valuations of basic materials, and this group was one of the best-performing sectors in the index. The fund also got a relative performance boost by owning virtually no technology, which was the second-worst-performing sector as a result of weakening fundamentals and a collapse in valuations.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. Did you make any adjustments to your major investment strategies during the past six months?

A. No, I didn't. In fact, the continued decline of the equity markets actually strengthened my conviction. Based on my market analysis - which takes into account structural changes in the economy, the potential for extreme stock reversals based on shifts in market sentiment, and historical pattern analysis - I saw no need to alter my strategy. I heavily overweighted energy because I felt the sector remained undervalued based on the massive underinvestment in the exploration and production of oil and gas during the past decade, coupled with the country's heavy reliance on these energy sources. The fund also had a sizable position in gold-mining companies, for two reasons: the potential for inflation should the economy become overheated in response to the Federal Reserve Board's aggressive monetary easing this year; and the potential for the heightened demand for gold should the economic recession persist and put further strain on the financial system. Another strategy was to focus on mid-cap stocks because of the category's attractive valuations. At the same time, we had little or no exposure to three areas that I viewed as too expensive: large-cap stocks, and the technology and biotechnology sectors.

Q. Despite their poor performance on a six-month basis, these latter three areas bounced back sharply in the fourth quarter of 2001. Did this rally cause you to re-assess anything?

A. No, it didn't. Wall Street and the financial media spun this rally as a positive event, suggesting that the sudden market decline produced attractive buying opportunities. I had a different take. To me, September 11 and the market's volatile reaction since those attacks only weakened the longer-term case for these three overvalued stock groups by adding a layer of uncertainty to the economy - a historically big deterrent to stock performance. In addition, the aftermath of the attacks could constrict global commerce and weaken corporate earnings going forward, as companies intensify their security and rethink their international marketing and travel budgets.

Q. What holdings were top performers? Which disappointed?

A. Strong fiscal fourth-quarter earnings and a corporate decision to boost its ongoing share repurchase program helped make oilfield services firm BJ Services the fund's top performer. Gold-mining companies Newmont Mining and Placer Dome, each of which rose modestly, also helped. Investors bid up the price of container and packaging manufacturer Ball, another contributor, on the notion that its business would remain relatively immune from the economic recession. On the down side, while being overweighted in energy stocks boosted our relative return, several oil producers and energy servicing firms, including Exxon Mobil, Halliburton and Burlington Resources, underperformed as oil prices declined. Elsewhere, Bethlehem Steel, another detractor, filed for bankruptcy in October.

Q. What's your outlook, John?

A. My strategies are typically long-term ones that I'm often willing to be patient with until the dynamics underpinning them change. Currently, I believe many growth sectors are significantly overvalued. The market's price appreciation during the past decade, by and large, was not supported by underlying fundamentals, such as earnings growth. With this in mind, shareholders should expect the fund to remain invested in the least expensive market areas until overall valuations decline to historically normal trend averages.

Semiannual Report

Fund Talk: The Manager's Overview - continued

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

Note to shareholders: Effective December 24, 2001, the 3% sales charge on Fidelity Fifty was removed indefinitely, but can be reinstated in the future with 60 days notice to shareholders.

Fund Facts

Goal: seeks capital appreciation by investing mainly in equity securities, normally 50 to 60 stocks

Fund number: 500

Trading symbol: FFTYX

Start date: September 17, 1993

Size: as of December 31, 2001, more than $424 million

Manager: John Muresianu, since 1999; manager, Fidelity Advisor Telecommunications & Utilities Growth Fund, 1996-1997; several Fidelity Select Portfolios, 1992-1997; joined Fidelity in 1986

3

John Muresianu on the current risk level in the equity markets:

"The fund's current conservative positioning - via its large weightings in energy, basic materials and utilities - reflects my conviction that the level of risk in the equity markets is greater than what Wall Street generally believes. I hold this view for one primary reason: Stock market valuations generally are too high. Enron, the natural gas company that recently filed for bankruptcy, is a perfect case study to illustrate this point. While Enron's price-to-earnings multiple appeared high before the stock's collapse, the stock was really much more expensive than it looked because reported earnings were actually overstated due to extremely aggressive accounting. In my opinion, the company resorted to aggressive accounting in order to maintain a steady growth rate in its quarterly earnings reports. Using aggressive accounting to achieve a targeted growth rate was the only way of sustaining the stock's high multiple, which was necessary not only for acquisitions but for attracting and keeping the company's best employees. This corporate mentality has become more common, resulting in the deterioration in the quality of earnings across the entire market. More companies have used creative off-balance-sheet strategies to hide debt and other liabilities, and many others have taken ´one-time' charges that they've excluded from their calculations of operating earnings."

Semiannual Report

Investment Changes

Top Ten Stocks as of December 31, 2001

% of fund's
net assets

% of fund's net assets
6 months ago

Newmont Mining Corp.

12.8

12.5

Burlington Resources, Inc.

9.1

12.2

Schlumberger Ltd. (NY Shares)

7.3

6.6

Exxon Mobil Corp.

6.4

9.8

Barrick Gold Corp.

6.1

5.5

American Electric Power Co., Inc.

4.4

3.8

Southern Co.

4.0

2.9

Placer Dome, Inc.

3.7

3.1

Nabors Industries, Inc.

2.8

2.2

AT&T Corp.

2.7

3.4

59.3

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

39.9

49.7

Materials

27.2

27.3

Utilities

12.5

9.4

Industrials

4.3

3.5

Telecommunication Services

2.7

3.5

Asset Allocation (% of fund's net assets)

As of December 31, 2001 *

As of June 30, 2001 **

Stocks 90.4%

Stocks 100.5%

Short-Term
Investments and
Net Other Assets 9.6%

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

* Foreign investments

21.2%

** Foreign investments

19.2%



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

Semiannual Report

Investments December 31, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.4%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 0.7%

Hotels, Restaurants & Leisure - 0.5%

Jack in the Box, Inc. (a)

50,300

$ 1,385,262

Outback Steakhouse, Inc. (a)

10,500

359,625

Starbucks Corp. (a)

21,300

405,765

2,150,652

Household Durables - 0.0%

Maytag Corp.

4,800

148,944

Textiles & Apparel - 0.2%

Wolverine World Wide, Inc.

52,700

793,135

TOTAL CONSUMER DISCRETIONARY

3,092,731

CONSUMER STAPLES - 2.0%

Food & Drug Retailing - 0.2%

Albertson's, Inc.

21,100

664,439

Tobacco - 1.8%

Philip Morris Companies, Inc.

166,600

7,638,610

TOTAL CONSUMER STAPLES

8,303,049

ENERGY - 39.9%

Energy Equipment & Services - 16.8%

Baker Hughes, Inc.

71,800

2,618,546

BJ Services Co. (a)

294,300

9,550,035

ENSCO International, Inc.

31,600

785,260

GlobalSantaFe Corp.

41,203

1,175,110

Grey Wolf, Inc. (a)

2,843,100

8,444,007

Nabors Industries, Inc. (a)

348,400

11,960,572

Noble Drilling Corp. (a)

70,200

2,389,608

Precision Drilling Corp. (a)

10,500

270,878

Schlumberger Ltd. (NY Shares)

565,900

31,096,205

Transocean Sedco Forex, Inc.

10,500

355,110

Weatherford International, Inc. (a)

70,000

2,608,200

71,253,531

Oil & Gas - 23.1%

Anadarko Petroleum Corp.

52,700

2,995,995

Apache Corp.

199,980

9,975,002

Burlington Resources, Inc.

1,033,700

38,805,098

ChevronTexaco Corp.

60,200

5,394,522

Conoco, Inc.

158,100

4,474,230

Exxon Mobil Corp.

691,600

27,179,880

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Newfield Exploration Co. (a)

52,700

$ 1,871,377

Phillips Petroleum Co.

42,200

2,542,972

Royal Dutch Petroleum Co. (NY Shares)

93,100

4,563,762

Spinnaker Exploration Co. (a)

10,500

432,180

98,235,018

TOTAL ENERGY

169,488,549

FINANCIALS - 0.9%

Diversified Financials - 0.9%

JAFCO Co. Ltd.

31,600

1,888,752

Nomura Holdings, Inc.

154,000

1,964,912

3,853,664

INDUSTRIALS - 4.3%

Aerospace & Defense - 1.3%

General Dynamics Corp.

68,900

5,487,196

Building Products - 1.0%

American Standard Companies, Inc. (a)

64,300

4,387,189

Commercial Services & Supplies - 0.6%

Deluxe Corp.

23,700

985,446

R.R. Donnelley & Sons Co.

52,700

1,564,663

2,550,109

Construction & Engineering - 1.1%

Fluor Corp.

31,600

1,181,840

Jacobs Engineering Group, Inc. (a)

55,500

3,663,000

4,844,840

Industrial Conglomerates - 0.3%

Norsk Hydro AS

27,200

1,142,819

TOTAL INDUSTRIALS

18,412,153

INFORMATION TECHNOLOGY - 0.2%

Software - 0.2%

Red Hat, Inc. (a)

126,200

896,020

MATERIALS - 27.2%

Metals & Mining - 26.4%

Alcan, Inc.

105,400

3,784,626

Alcoa, Inc.

31,600

1,123,380

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - continued

Metals & Mining - continued

Barrick Gold Corp.

1,619,800

$ 25,900,924

Massey Energy Corp.

169,000

3,503,370

Newmont Mining Corp.

2,844,200

54,352,661

Pechiney SA Series A

38,100

1,967,192

Phelps Dodge Corp.

176,500

5,718,600

Placer Dome, Inc.

1,439,500

15,737,183

112,087,936

Paper & Forest Products - 0.8%

Georgia-Pacific Group

116,000

3,202,760

TOTAL MATERIALS

115,290,696

TELECOMMUNICATION SERVICES - 2.7%

Diversified Telecommunication Services - 2.7%

AT&T Corp.

638,000

11,573,320

UTILITIES - 12.5%

Electric Utilities - 12.5%

Ameren Corp.

156,100

6,603,030

American Electric Power Co., Inc.

429,500

18,696,135

Entergy Corp.

125,100

4,892,661

Exelon Corp.

73,800

3,533,544

Northeast Utilities

105,400

1,858,202

Public Service Enterprise Group, Inc.

10,500

442,995

Southern Co.

667,300

16,916,055

52,942,622

TOTAL COMMON STOCKS

(Cost $392,474,606)

383,852,804

Money Market Funds - 11.3%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 1.94% (b)

41,070,677

$ 41,070,677

Fidelity Securities Lending Cash Central Fund, 1.93% (b)

7,002,000

7,002,000

TOTAL MONEY MARKET FUNDS

(Cost $48,072,677)

48,072,677

TOTAL INVESTMENT PORTFOLIO - 101.7%

(Cost $440,547,283)

431,925,481

NET OTHER ASSETS - (1.7)%

(7,138,679)

NET ASSETS - 100%

$ 424,786,802

Legend

(a) Non-income producing

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

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

United States of America

78.8%

Canada

10.8

Netherlands Antilles

7.3

Netherlands

1.1

Others (individually less than 1%)

2.0

100.0%

Purchases and sales of securities, other than short-term securities, aggregated $57,213,121 and $89,247,597, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $8,780 for the period.

Income Tax Information

At December 31, 2001, the aggregate cost of investment securities for income tax purposes was $444,196,584. Net unrealized depreciation aggregated $12,271,103, of which $25,493,798 related to appreciated investment securities and $37,764,901 related to depreciated investment securities.

At June 30, 2001, the fund had a capital loss carryforward of approximately $24,074,000 all of which will expire on June 30, 2009.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

December 31, 2001 (Unaudited)

Assets

Investment in securities, at value
(including securities loaned of $6,690,411)
(cost $440,547,283) - See accompanying schedule

$ 431,925,481

Foreign currency held at value (cost $1,601,699)

1,605,617

Receivable for investments sold

11,000

Receivable for fund shares sold

950,082

Dividends receivable

371,154

Interest receivable

43,396

Redemption fees receivable

63

Other receivables

15,462

Total assets

434,922,255

Liabilities

Payable for investments purchased

$ 1,622,119

Payable for fund shares redeemed

1,115,774

Accrued management fee

270,026

Other payables and accrued expenses

125,534

Collateral on securities loaned, at value

7,002,000

Total liabilities

10,135,453

Net Assets

$ 424,786,802

Net Assets consist of:

Paid in capital

$ 488,962,615

Distributions in excess of net investment income

(31,315)

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

(55,538,709)

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

(8,605,789)

Net Assets, for 26,348,879 shares outstanding

$ 424,786,802

Net Asset Value, offering price and redemption price
per share ($424,786,802 ÷ 26,348,879 shares)

$16.12

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended December 31, 2001 (Unaudited)

Investment Income

Dividends

$ 3,054,577

Interest

286,091

Security lending

31,136

Total income

3,371,804

Expenses

Management fee
Basic fee

$ 1,157,702

Performance adjustment

450,706

Transfer agent fees

566,853

Accounting and security lending fees

73,925

Non-interested trustees' compensation

527

Custodian fees and expenses

5,383

Registration fees

60,696

Audit

15,815

Legal

1,563

Miscellaneous

39,028

Total expenses before reductions

2,372,198

Expense reductions

(32,485)

2,339,713

Net investment income

1,032,091

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(21,545,014)

Foreign currency transactions

(18,939)

(21,563,953)

Change in net unrealized appreciation (depreciation) on:

Investment securities

5,826,531

Assets and liabilities in foreign currencies

22,686

5,849,217

Net gain (loss)

(15,714,736)

Net increase (decrease) in net assets resulting
from operations

$ (14,682,645)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
December 31, 2001
(Unaudited)

Year ended
June 30,
2001

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 1,032,091

$ 2,941,878

Net realized gain (loss)

(21,563,953)

(19,813,861)

Change in net unrealized appreciation (depreciation)

5,849,217

(31,360,454)

Net increase (decrease) in net assets resulting
from operations

(14,682,645)

(48,232,437)

Distributions to shareholders
From net investment income

(2,041,421)

(5,912,015)

From net realized gain

-

(53,696,524)

In excess of net realized gain

-

(13,943,960)

Total distributions

(2,041,421)

(73,552,499)

Share transactions
Net proceeds from sales of shares

78,062,873

170,416,636

Reinvestment of distributions

2,002,105

72,136,426

Cost of shares redeemed

(67,966,879)

(227,699,708)

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

12,098,099

14,853,354

Redemption fees

39,699

219,588

Total increase (decrease) in net assets

(4,586,268)

(106,711,994)

Net Assets

Beginning of period

429,373,070

536,085,064

End of period (including under (over) distribution of net investment income of $(31,315) and $978,015, respectively)

$ 424,786,802

$ 429,373,070

Other Information

Shares

Sold

4,886,240

9,325,509

Issued in reinvestment of distributions

124,023

4,044,395

Redeemed

(4,220,160)

(12,537,347)

Net increase (decrease)

790,103

832,557

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

Semiannual Report

Financial Highlights

Six months ended December 31, 2001

Years ended June 30,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 16.80

$ 21.68

$ 21.39

$ 17.25

$ 16.31

$ 14.00

Income from Invest-
ment Operations

Net investment
income E

.04

.12

.15

.07

.04

.07

Net realized
and unrealized gain (loss)

(.64)

(1.86)

1.60

4.76

2.95

3.16

Total from investment operations

(.60)

(1.74)

1.75

4.83

2.99

3.23

Less Distributions

From net investment income

(.08)

(.25)

(.03)

(.02)

(.05)

(.09)

From net
realized gain

-

(2.30)

(1.43)

(.67)

(2.00)

(.83)

In excess of net realized gain

-

(.60)

-

-

-

-

Total distributions

(.08)

(3.15)

(1.46)

(.69)

(2.05)

(.92)

Redemption fees added to paid
in capital

.00

.01

.00

-

-

-

Net asset value,
end of period

$ 16.12

$ 16.80

$ 21.68

$ 21.39

$ 17.25

$ 16.31

Total Return B, C, D

(3.57)%

(8.76)%

9.22%

29.38%

20.06%

24.75%

Ratios to Average Net Assets F

Expenses before expense reductions

1.19% A

.95%

.88%

.83%

.80%

.88%

Expenses net
of voluntary waivers, if any

1.19% A

.95%

.88%

.83%

.80%

.88%

Expenses net
of all reductions

1.17% A

.90%

.80%

.79%

.77%

.84%

Net investment
income

.52% A

.66%

.70%

.37%

.27%

.53%

Supplemental Data

Net assets,
end of period (000 omitted)

$ 424,787

$ 429,373

$ 536,085

$ 522,077

$ 192,621

$ 156,136

Portfolio
turnover rate

30% A

158%

295%

316%

121%

131%

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 charge.

E Calculated based on average shares outstanding during the period.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended December 31, 2001 (Unaudited)

1. Significant Accounting Policies.

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

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

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

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

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

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 30 days are subject to a short-term trading fee equal to .75% of the proceeds of the redeemed shares. The fee, which is retained by the fund, is accounted for as an addition to paid in capital.

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

2. Operating Policies.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Purchases and Sales of Investments.

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

4. Fees and Other Transactions with Affiliates.

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

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 .80% of the fund's average net assets.

Sales Load. Effective December 24, 2001, the fund's sales charge was eliminated.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .28% of average net assets.

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $285,468 for the period.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Committed Line of Credit.

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

6. Security Lending.

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

7. Expense Reductions.

Certain security trades were directed to brokers who paid $27,458 of the fund's expenses. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $836 and $4,191, respectively.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

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

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

Fidelity's Growth Funds

Aggressive Growth Fund

Blue Chip Growth Fund

Capital Appreciation Fund

Contrafund ®

Contrafund® II

Disciplined Equity Fund

Dividend Growth Fund

Export and Multinational Fund

Fidelity Fifty

Focused Stock Fund

Growth Company Fund

Independence Fund

Large Cap Stock Fund

Leveraged Company Stock Fund

Low-Priced Stock Fund

Magellan® Fund

Mid-Cap Stock Fund

New Millennium Fund ®

OTC Portfolio

Small Cap Independence Fund

Small Cap Stock Fund

Stock Selector

Structured Large Cap Growth Fund

Structured Large Cap Value Fund

Structured Mid Cap Growth Fund

Structured Mid Cap Value Fund

Tax Managed Stock Fund

Trend Fund

Value Fund

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

FIF-SANN-0202 154152
1.540012.104

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

Fidelity®

Growth & Income II

Portfolio

Semiannual Report

December 31, 2001

(2_fidelity_logos) (Registered Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Some welcome news on the economic front inspired a stock market rally during the final quarter of 2001. Nonetheless, most major equity indexes still finished the year with negative returns. For investment-grade bonds, the situation was reversed. Their strong performance through the first three-quarters of 2001 was somewhat tamed late in the year as investors became more enthused about the prospects for growth in 2002.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended December 31, 2001

Past 6
months

Past 1
year

Life of
fund

Fidelity® Growth & Income II

-3.60%

-9.14%

-4.67%

S&P 500 ®

-5.56%

-11.89%

-2.75%

Growth & Income Funds Average

-4.92%

-8.43%

n/a*

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, or since the fund started on December 28, 1998. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the growth and income funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 1,113 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page 7 of this report.(dagger)

Average Annual Total Returns

Periods ended December 31, 2001

Past 1
year

Life of
fund

Fidelity Growth & Income II

-9.14%

-1.58%

S&P 500

-11.89%

-0.92%

Growth & Income Funds Average

-8.43%

n/a*

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

* Not available

Semiannual Report

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Growth & Income II Portfolio on December 28, 1998, when the fund started. As the chart shows, by December 31, 2001, the value of the investment would have been $9,533 - a 4.67% decrease on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have been $9,725 a 2.75% decrease.

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

Understanding
Performance

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

(dagger) The LipperSM large-cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper large-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of December 31, 2001, the six month and one year cumulative total returns for the large-cap core funds were -5.98% and -13.77%, respectively, and the one year average annual total return was -13.77%. The six month and one year cumulative total returns for the large-cap supergroup average were -6.99% and -16.72%, respectively, and the one year average annual total return was -16.72%.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

The tragic events of September 11, the dramatic two-week market sell-off that followed and the negative effects of the U.S. economy's first recession in a decade were too much for equity markets to overcome during the six-month period ending December 31, 2001. Even the double-digit gains posted by most major equity indexes in the fourth quarter of the year couldn't pull the benchmarks into positive territory for the overall six-month period. In that time, the large-cap weighted Standard & Poor's 500SM Index fell 5.56%, and the blue-chip Dow Jones Industrial Average SM declined 3.67%. Meanwhile, the tech-laden NASDAQ Composite® Index dropped 9.62%, despite gaining 30.23% during the second half of the period. While poor corporate earnings performance pressured valuations throughout the year, most of the negative returns in the second half of 2001 can be attributed to the 9/11 terrorist attacks, which first closed the markets, then led to their swift decline in the following weeks. The Federal Reserve Board did its part to calm anxious investors and inject liquidity into the economy by cutting the federal funds target rate five times during the past six months - part of the unprecedented 11 rate reductions in the calendar year. Partly as a result of these actions, reassured investors purchased equities with renewed vigor as they looked ahead to an economic recovery in 2002.

(Portfolio Manager photograph)
An interview with Louis Salemy, Portfolio Manager of Fidelity Growth & Income II Portfolio

Q. How did the fund perform, Louis?

A. For the six months ending December 31, 2001, the fund returned -3.60%, which compared favorably with the -5.56% return of the Standard & Poor's 500 Index and the -4.92% result of the Lipper Inc. growth & income funds average. For the 12 months ending December 31, 2001, the fund posted a return of -9.14%, again beating the S&P 500®, which returned -11.89%. However, the fund slightly trailed the -8.43% mark of the Lipper average.

Q. Why did the fund beat the index and the Lipper average during the six-month period?

A. Underweighting technology and health care helped the fund outperform the S&P 500 and the Lipper average. Although underweighting technology hurt the fund's relative performance during the sector's strong fourth-quarter rally, it was a positive influence for the period overall because of the extremely weak third quarter, which included the downdraft resulting from the September 11 terrorist attacks. In the health care sector, drug stocks languished during the second half of 2001 because of a lull in the development of new products and branded drugs' rapid loss of market share to generics. Another factor that helped the fund beat the index and the peer group was stock selection in the consumer staples and retail sectors. Finally, carrying roughly 10% of the fund's assets in cash in a weak market environment was beneficial to relative performance.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. Why did you remain defensively positioned during the strong fourth-quarter rally?

A. I think a lot of investors bought stocks in the fourth quarter mainly because of one factor - the Federal Reserve Board. The Fed, which cut short-term interest rates five times during the period and a record 11 times in 2001, was particularly aggressive following the September 11 tragedy. Historically, repeated cuts in interest rates have often resulted in a stronger economy and higher stock prices. However, for reasons I explain later, I believe that lowering interest rates might be a less effective tactic now than it was in previous recessions. Moreover, if low interest rates were the only factor required to jump-start economic growth, the Japanese economy would have come roaring back to life long ago on the strength of that country's recent experiment with zero-percent interest rates. Unfortunately, economic relationships are often not so straightforward.

Q. What stocks did well for the fund?

A. Gillette contributed the most positively to performance. The stock attracted investors' interest partly because it is in a sector considered to offer stable earnings growth. I also timed my purchase well, so Gillette helped performance even though it advanced only marginally during the period. Finally, investors reacted positively to recently appointed CEO Jim Kilts' stated goals of refocusing the company on its core businesses and driving return on invested capital higher. Value retailer Wal-Mart also aided performance, as it managed to achieve solid sales and earnings growth in a weak economy. Another value retailer performing well was Kohls, reflecting consumers' search for bargains.

Q. What stocks detracted from performance?

A. Core holding General Electric was hurt by concerns about growth in its jet engine business in the wake of September 11. Another negative factor was a slowdown in demand from independent power producers for GE's generators due to aggressive construction of generating capacity over the past several years and greater difficulty in obtaining financing for power construction projects. Wireless telephone service provider Nextel Communications was another detractor. Continued strong growth in wireless subscribers could not offset the negative impact of the company's weak cash flow and balance sheet position. Integrated oil giant Exxon Mobil suffered from declining prices in its refining operations triggered by falling crude oil prices.

Q. What's your outlook, Louis?

A. Given the market's strong fourth-quarter rally, I think that stocks might be vulnerable to a correction in the near term. I plan to continue with a cautious approach, emphasizing stocks with strong balance sheets and cash flows, solid management teams and a history of stable earnings growth. Eventually, there should come a time to be more aggressive, but I think that the "throw caution to the winds" approach of many investors in the fourth quarter could be premature and might come back to haunt them before long.

Semiannual Report

Fund Talk: The Manager's Overview - continued

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

Fund Facts

Goal: seeks a high total return through a combination of current income and capital appreciation by investing mainly in common stocks

Fund number: 361

Trading symbol: FGRTX

Start date: December 28, 1998

Size: as of December 31, 2001, more than $160 million

Manager: Louis Salemy, since inception; manager, Fidelity VIP III: Growth & Income Portfolio, since 1998; several Fidelity Select Portfolios, 1992-1998; joined Fidelity in 1992

3

Louis Salemy on the current recession:

"To understand how this recession is likely to end, it's helpful to realize how it began. In the years leading up to the weakness that we began to see in 2000, corporate capital spending increased at phenomenal rates. The poster child for that whole trend, of course, was the telecommunications industry, where surging capital expenditures resulted in significant excess capacity in wireless - and especially wireline - telecommunications networks. Excess capacity finally caused a sharp decline in corporate capital spending, triggering the current recession. This was in sharp contrast to the consumer-led nature of most recessions, which began with a drop-off in consumer spending.

"In prior recessions, it was easier to jump-start the economy because lowering interest rates tends to be a fairly reliable way of boosting consumer spending. However, the link between interest rates and corporate capital spending is less straightforward. If a prior spending spree results in excess capacity, corporations are not likely to increase their capital spending again until that excess capacity disappears - no matter how attractively projects can be financed. I believe that explains why the economy didn't respond more vigorously to the Fed's 11 rate cuts in 2001. More time to work out excess corporate capacity, as well as some rebuilding of consumers' personal balance sheets, is probably needed before the stage can be set for a genuine recovery from this recession."

Semiannual Report

Investment Changes

Top Ten Stocks as of December 31, 2001

% of fund's
net assets

% of fund's net assets
6 months ago

Microsoft Corp.

4.4

4.5

Morgan Stanley Dean Witter & Co.

3.9

3.1

Gillette Co.

3.6

1.9

General Electric Co.

3.5

4.1

EchoStar Communications Corp. Class A

3.5

2.5

Freddie Mac

3.1

4.8

BellSouth Corp.

3.0

0.6

Fannie Mae

2.9

3.5

Wal-Mart Stores, Inc.

2.8

2.2

Exxon Mobil Corp.

2.7

5.3

33.4

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

22.7

18.1

Financials

17.4

20.5

Consumer Staples

11.7

11.0

Industrials

11.1

9.0

Telecommunication Services

7.6

4.1

Asset Allocation (% of fund's net assets)

As of December 31, 2001 *

As of June 30, 2001 **

Stocks and
Equity Futures 88.2%

Stocks and
Equity Futures 86.3%

Bonds 1.2%

Bonds 0.0%

Convertible
Securities 1.6%

Convertible
Securities 1.7%

Short-Term
Investments and
Net Other Assets 9.0%

Short-Term
Investments and
Net Other Assets 12.0%

* Foreign investments

0.8%

** Foreign investments

1.1%



Semiannual Report

Investments December 31, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 84.7%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 21.1%

Automobiles - 0.3%

Ford Motor Co.

28,900

$ 454,308

Hotels, Restaurants & Leisure - 0.7%

McDonald's Corp.

16,500

436,755

Starwood Hotels & Resorts Worldwide, Inc. unit

24,000

716,400

1,153,155

Media - 14.4%

Adelphia Communications Corp. Class A (a)

23,100

720,258

AOL Time Warner, Inc. (a)

11,500

369,150

Comcast Corp. Class A (special) (a)

36,700

1,321,200

E.W. Scripps Co. Class A

8,800

580,800

EchoStar Communications Corp. Class A (a)

205,700

5,650,579

Gannett Co., Inc.

19,000

1,277,370

General Motors Corp. Class H (a)

116,200

1,795,290

Knight-Ridder, Inc.

19,500

1,266,135

Liberty Media Corp. Class A (a)

64,900

908,600

LodgeNet Entertainment Corp. (a)

5,500

93,995

Omnicom Group, Inc.

47,100

4,208,385

Pegasus Communications Corp. Class A (a)

175,600

1,827,996

The New York Times Co. Class A

11,900

514,675

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

18,401

812,409

Walt Disney Co.

83,200

1,723,904

23,070,746

Multiline Retail - 3.9%

Kohls Corp. (a)

25,500

1,796,220

Wal-Mart Stores, Inc.

78,020

4,490,051

6,286,271

Specialty Retail - 1.2%

Home Depot, Inc.

38,135

1,945,266

Textiles & Apparel - 0.6%

Liz Claiborne, Inc.

17,800

885,550

TOTAL CONSUMER DISCRETIONARY

33,795,296

CONSUMER STAPLES - 11.7%

Beverages - 1.2%

The Coca-Cola Co.

40,000

1,886,000

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER STAPLES - continued

Food & Drug Retailing - 1.4%

Kroger Co. (a)

25,200

$ 525,924

Walgreen Co.

49,800

1,676,268

2,202,192

Food Products - 0.9%

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

11,900

499,443

Unilever NV (NY Shares)

16,300

939,043

1,438,486

Household Products - 1.9%

Colgate-Palmolive Co.

26,800

1,547,700

Kimberly-Clark Corp.

25,900

1,548,820

3,096,520

Personal Products - 3.6%

Gillette Co.

173,800

5,804,920

Tobacco - 2.7%

Philip Morris Companies, Inc.

92,330

4,233,331

TOTAL CONSUMER STAPLES

18,661,449

ENERGY - 2.7%

Oil & Gas - 2.7%

Exxon Mobil Corp.

109,092

4,287,316

FINANCIALS - 17.4%

Banks - 0.9%

Bank One Corp.

19,700

769,285

Wells Fargo & Co.

16,200

703,890

1,473,175

Diversified Financials - 13.6%

Fannie Mae

57,690

4,586,355

Freddie Mac

75,930

4,965,822

Goldman Sachs Group, Inc.

20,700

1,919,925

Merrill Lynch & Co., Inc.

75,600

3,940,272

Morgan Stanley Dean Witter & Co.

112,900

6,315,626

21,728,000

Insurance - 1.9%

American International Group, Inc.

37,630

2,987,822

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Real Estate - 1.0%

Equity Office Properties Trust

28,410

$ 854,573

Equity Residential Properties Trust (SBI)

29,460

845,797

1,700,370

TOTAL FINANCIALS

27,889,367

HEALTH CARE - 7.3%

Biotechnology - 2.5%

Amgen, Inc. (a)

71,900

4,058,036

Pharmaceuticals - 4.8%

Allergan, Inc.

14,000

1,050,700

Bristol-Myers Squibb Co.

26,640

1,358,640

Merck & Co., Inc.

10,960

644,448

Pfizer, Inc.

100,100

3,988,985

Schering-Plough Corp.

6,500

232,765

Teva Pharmaceutical Industries Ltd. sponsored ADR

6,400

394,432

7,669,970

TOTAL HEALTH CARE

11,728,006

INDUSTRIALS - 11.1%

Aerospace & Defense - 2.1%

Honeywell International, Inc.

26,700

902,994

Lockheed Martin Corp.

24,300

1,134,081

Northrop Grumman Corp.

9,000

907,290

United Technologies Corp.

6,600

426,558

3,370,923

Airlines - 0.8%

Mesaba Holdings, Inc. (a)

52,300

372,376

Southwest Airlines Co.

47,400

875,952

1,248,328

Building Products - 0.8%

American Standard Companies, Inc. (a)

8,900

607,247

Masco Corp.

29,000

710,500

1,317,747

Commercial Services & Supplies - 1.1%

Avery Dennison Corp.

31,100

1,758,083

Industrial Conglomerates - 3.5%

General Electric Co.

141,720

5,680,138

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Machinery - 0.8%

Eaton Corp.

11,900

$ 885,479

Kennametal, Inc.

9,741

392,270

1,277,749

Road & Rail - 2.0%

Burlington Northern Santa Fe Corp.

49,500

1,412,235

Union Pacific Corp.

31,400

1,789,800

3,202,035

TOTAL INDUSTRIALS

17,855,003

INFORMATION TECHNOLOGY - 6.6%

Communications Equipment - 1.2%

Cisco Systems, Inc. (a)

103,400

1,872,574

Computers & Peripherals - 0.9%

Dell Computer Corp. (a)

31,000

842,580

Sun Microsystems, Inc. (a)

49,600

610,080

1,452,660

Software - 4.5%

Adobe Systems, Inc.

8,000

248,400

Microsoft Corp. (a)

105,500

6,989,373

7,237,773

TOTAL INFORMATION TECHNOLOGY

10,563,007

MATERIALS - 0.5%

Chemicals - 0.5%

E.I. du Pont de Nemours & Co.

19,500

828,945

TELECOMMUNICATION SERVICES - 6.3%

Diversified Telecommunication Services - 4.3%

BellSouth Corp.

123,430

4,708,855

Qwest Communications International, Inc.

26,000

367,380

SBC Communications, Inc.

46,390

1,817,096

6,893,331

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 2.0%

Nextel Communications, Inc. Class A (a)

286,100

$ 3,135,656

TOTAL TELECOMMUNICATION SERVICES

10,028,987

TOTAL COMMON STOCKS

(Cost $140,641,874)

135,637,376

Nonconvertible Preferred Stocks - 0.1%

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc. Series E, $111.25 pay-in-kind
(Cost $205,000)

410

196,800

Corporate Bonds - 2.8%

Moody's Ratings
(unaudited)

Principal
Amount

Convertible Bonds - 1.6%

CONSUMER DISCRETIONARY - 1.6%

Media - 1.6%

EchoStar Communications Corp. 5.75% 5/15/08 (d)

Caa1

$ 2,760,000

2,490,900

Nonconvertible Bonds - 1.2%

TELECOMMUNICATION SERVICES - 1.2%

Wireless Telecommunication Services - 1.2%

Nextel Communications, Inc.:

0% 10/31/07 (c)

B1

795,000

560,475

9.375% 11/15/09

B1

1,030,000

803,400

9.5% 2/1/11

B1

787,000

605,990

1,969,865

TOTAL CORPORATE BONDS

(Cost $4,613,289)

4,460,765

U.S. Treasury Obligations - 0.2%

U.S. Treasury Bills, yield at date of purchase 2.2% 1/3/02 (e)
(Cost $349,936)

-

350,000

349,984

Money Market Funds - 16.0%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 1.94% (b)

20,617,229

$ 20,617,229

Fidelity Securities Lending Cash Central Fund, 1.93% (b)

4,936,012

4,936,012

TOTAL MONEY MARKET FUNDS

(Cost $25,553,241)

25,553,241

TOTAL INVESTMENT PORTFOLIO - 103.8%

(Cost $171,363,340)

166,198,166

NET OTHER ASSETS - (3.8)%

(6,082,418)

NET ASSETS - 100%

$ 160,115,748

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Gain/(Loss)

Purchased

19 S&P 500 Index Contracts

March 2002

$ 5,458,700

$ 146,661

The face value of futures purchased as a percentage of net assets - 3.4%

Legend

(a) Non-income producing

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

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

(d) 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 $2,490,900 or 1.6% of net assets.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $349,984.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $39,253,267 and $29,466,847, respectively.

The market value of futures contracts opened and closed during the period amounted to $13,265,956 and $10,221,772, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,881 for the period.

Income Tax Information

At December 31, 2001, the aggregate cost of investment securities for income tax purposes was $172,313,600. Net unrealized depreciation aggregated $6,115,434, of which $11,878,482 related to appreciated investment securities and $17,993,916 related to depreciated investment securities.

At June 30, 2001, the fund had a capital loss carryforward of approximately $51,000 all of which will expire on June 30, 2008.

The fund intends to elect to defer to its fiscal year ending June 30, 2002 approximately $9,020,000 of losses recognized during the period November 1, 2000 to June 30, 2001.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

December 31, 2001 (Unaudited)

Assets

Investment in securities, at value
(including securities loaned of $4,639,284)
(cost $171,363,340) - See accompanying schedule

$ 166,198,166

Receivable for fund shares sold

536,140

Dividends receivable

147,489

Interest receivable

99,814

Other receivables

575

Total assets

166,982,184

Liabilities

Payable for investments purchased

$ 1,238,204

Payable for fund shares redeemed

525,553

Accrued management fee

63,790

Payable for daily variation on futures contracts

47,975

Other payables and accrued expenses

54,902

Collateral on securities loaned, at value

4,936,012

Total liabilities

6,866,436

Net Assets

$ 160,115,748

Net Assets consist of:

Paid in capital

$ 177,496,675

Distributions in excess of net investment income

(27,046)

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

(12,335,368)

Net unrealized appreciation (depreciation) on investments

(5,018,513)

Net Assets, for 17,345,669 shares outstanding

$ 160,115,748

Net Asset Value, offering price and redemption price
per share ($160,115,748
÷ 17,345,669 shares)

$9.23

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended December 31, 2001 (Unaudited)

Investment Income

Dividends

$ 881,912

Interest

510,636

Security lending

759

Total income

1,393,307

Expenses

Management fee

$ 356,424

Transfer agent fees

247,693

Accounting and security lending fees

30,256

Non-interested trustees' compensation

251

Custodian fees and expenses

2,926

Registration fees

16,139

Audit

11,826

Legal

528

Miscellaneous

18,335

Total expenses before reductions

684,378

Expense reductions

(7,326)

677,052

Net investment income

716,255

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(2,262,479)

Futures contracts

(615,167)

(2,877,646)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(3,942,767)

Futures contracts

258,358

(3,684,409)

Net gain (loss)

(6,562,055)

Net increase (decrease) in net assets resulting
from operations

$ (5,845,800)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended December 31, 2001 (Unaudited)

Year ended
June 30,
2001

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 716,255

$ 1,860,485

Net realized gain (loss)

(2,877,646)

(8,945,269)

Change in net unrealized appreciation (depreciation)

(3,684,409)

(5,172,497)

Net increase (decrease) in net assets resulting
from operations

(5,845,800)

(12,257,281)

Distributions to shareholders from net investment income

(842,061)

(1,804,577)

Share transactions
Net proceeds from sales of shares

33,266,144

54,051,463

Reinvestment of distributions

801,039

1,721,710

Cost of shares redeemed

(25,730,158)

(57,616,246)

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

8,337,025

(1,843,073)

Total increase (decrease) in net assets

1,649,164

(15,904,931)

Net Assets

Beginning of period

158,466,584

174,371,515

End of period (including under (over) distribution of net investment income of $(27,046) and $98,760, respectively)

$ 160,115,748

$ 158,466,584

Other Information

Shares

Sold

3,659,940

5,320,167

Issued in reinvestment of distributions

92,217

171,091

Redeemed

(2,863,788)

(5,661,601)

Net increase (decrease)

888,369

(170,343)

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

Semiannual Report

Financial Highlights

Six months ended December 31, 2001

Years ended June 30,

(Unaudited)

2001

2000

1999 E

Selected Per-Share Data

Net asset value, beginning of period

$ 9.63

$ 10.49

$ 10.75

$ 10.00

Income from Investment Operations

Net investment income D

.04

.11

.09

.03

Net realized and
unrealized gain (loss)

(.39)

(.86)

(.22)

.75

Total from investment operations

(.35)

(.75)

(.13)

.78

Less Distributions

From net investment income

(.05)

(.11)

(.08)

(.02)

In excess of net investment income

-

-

-

(.01)

From net realized gain

-

-

(.04)

-

In excess of net realized gain

-

-

(.01)

-

Total distributions

(.05)

(.11)

(.13)

(.03)

Net asset value, end of period

$ 9.23

$ 9.63

$ 10.49

$ 10.75

Total Return B, C

(3.60)%

(7.19)%

(1.17)%

7.81%

Ratios to Average Net Assets F

Expenses before expense reductions

.92% A

.88%

.85%

1.14% A

Expenses net of voluntary waivers,
if any

.92% A

.88%

.85%

1.14% A

Expenses net of all reductions

.91% A

.86%

.84%

1.12% A

Net investment income

.96% A

1.12%

.83%

.62% A

Supplemental Data

Net assets, end of period
(000 omitted)

$ 160,116

$ 158,467

$ 174,372

$ 216,289

Portfolio turnover rate

47% A

79%

59%

59% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period December 28, 1998 (commencement of operations) to June 30, 1999.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended December 31, 2001 (Unaudited)

1. Significant Accounting Policies.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

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

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

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

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for futures transactions, foreign currency transactions, non-taxable dividends, capital loss carryforwards, and losses deferred due to wash sales and excise tax regulations.

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

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

2. Operating Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

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

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

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

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities and the market value of futures contracts opened and closed, is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates.

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

The management fee is the sum of an individual fund fee rate of .20% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .48% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .33% of average net assets.

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $375,822 for the period.

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

5. Committed Line of Credit.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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.

Certain security trades were directed to brokers who paid $7,274 of the fund's expenses. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $52.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

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

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

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

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

Fidelity's Growth and Income Funds

Balanced Fund

Convertible Securities Fund

Equity-Income Fund

Equity-Income II Fund

Fidelity® Fund

Global Balanced Fund

Growth & Income Portfolio

Growth & Income II Portfolio

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Real Estate Investment Portfolio

Utilities Fund

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

GII-SANN-0202 154186
1.714809.104

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

Fidelity®

Fund

Semiannual Report

December 31, 2001

(2_fidelity_logos) (Registered Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Some welcome news on the economic front inspired a stock market rally during the final quarter of 2001. Nonetheless, most major equity indexes still finished the year with negative returns. For investment-grade bonds, the situation was reversed. Their strong performance through the first three-quarters of 2001 was somewhat tamed late in the year as investors became more enthused about the prospects for growth in 2002.

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended December 31, 2001

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity ® Fund

-8.86%

-11.22%

69.85%

256.04%

S&P 500®

-5.56%

-11.89%

66.24%

237.62%

Growth & Income Funds Average

-4.92%

-8.43%

54.74%

206.81%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the growth & income funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 1,113 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page 7 of this report.(dagger)

Average Annual Total Returns

Periods ended December 31, 2001

Past 1
year

Past 5
years

Past 10
years

Fidelity Fund

-11.22%

11.18%

13.54%

S&P 500

-11.89%

10.70%

12.94%

Growth & Income Funds Average

-8.43%

8.89%

11.66%

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

Semiannual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Fund on December 31, 1991. As the chart shows, by December 31, 2001, the value of the investment would have grown to $35,604 - a 256.04% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $33,762 - a 237.62% increase.

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

Understanding
Performance

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

(dagger) The Lipper large-cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper large-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of December 31, 2001, the six month, one year, five year, and 10 year cumulative total returns for the large-cap core funds were -5.98%, -13.77%, 49.42%, and 190.39%, respectively; and the one year, five year and 10 year average annual total returns were -13.77%, 8.19%, and 11.01%, respectively. The six month, one year, five year and 10 year cumulative total returns for the large-cap supergroup average were -6.99%, -16.72%, 50.16%, and 184.40%, respectively; and the one year, five year and 10 year average annual total returns were -16.72%, 8.22%, and 10.78%, respectively.

Semiannual Report

Fund Talk: The Managers' Overview

Market Recap

The tragic events of September 11, the dramatic two-week market sell-off that followed and the negative effects of the U.S. economy's first recession in a decade were too much for equity markets to overcome during the six-month period ending December 31, 2001. Even the double-digit gains posted by most major equity indexes in the fourth quarter of the year couldn't pull the benchmarks into positive territory for the overall six-month period. In that time, the large-cap weighted Standard & Poor's 500SM Index fell 5.56%, and the blue-chip Dow Jones Industrial Average SM declined 3.67%. Meanwhile, the tech-laden NASDAQ Composite® Index dropped 9.62%, despite gaining 30.23% during the second half of the period. While poor corporate earnings performance pressured valuations throughout the year, most of the negative returns in the second half of 2001 can be attributed to the 9/11 terrorist attacks, which first closed the markets, then led to their swift decline in the following weeks. The Federal Reserve Board did its part to calm anxious investors and inject liquidity into the economy by cutting the federal funds target rate five times during the past six months - part of the unprecedented 11 rate reductions in the calendar year. Partly as a result of these actions, reassured investors purchased equities with renewed vigor as they looked ahead to an economic recovery in 2002.

(Portfolio Manager photograph)
Note to shareholders: The following is an interview with Bart Grenier (left), Group Leader of Fidelity's Asset Allocation and Income Growth Funds, and John Avery (right), who became Portfolio Manager of Fidelity Fund on February 6, 2002, after the period covered by this report.

Q. How did the fund perform, Bart?

B.G. For the six months that ended December 31, 2001, the fund returned -8.86%, compared to -5.56% for the Standard & Poor's 500 Index and -4.92% for the growth & income funds average monitored by Lipper Inc. For the 12 months that ended December 31, 2001, the fund's return was -11.22%, while the S&P 500 and Lipper average returned -11.89% and -8.43%, respectively.

Q. Why did the fund trail the index and the Lipper average during the six-month period?

B.G. The fund was conservatively positioned through most of the period. Although a conservative positioning helped during the market's weakness in August and September, it hurt as the market rebounded strongly in the fourth quarter of 2001. Additionally, early in the period while the fund was being transitioned to a more conservative stance, its performance relative to both the index and the Lipper average was hurt by several technology positions.

Semiannual Report

Fund Talk: The Managers' Overview - continued

Q. Can you describe the transition in more detail?

B.G. In the spring, the fund's former manager had temporarily positioned the fund more aggressively given negative investor sentiment, cheaper valuations, improving liquidity and an expectation that aggressive interest rate reductions by the Federal Reserve Board would provide near-term support for the market. As these factors played out and the fundamental outlook remained weak, he reverted to a more conservative posture early in the six-month period. Given concerns related to both fundamentals and valuations, the fund's manager increased exposure to companies whose growth was less dependent on the economy, primarily in the health care and consumer staples sectors. He also tried to limit cyclical-stock exposure to those with cheap valuations and lessened the fund's emphasis on companies with poor balance sheet and cash flow characteristics.

Q. Which stocks did well for the fund?

B.G. Graphics semiconductor maker NVIDIA was the most positive contributor. In a year in which many companies saw their earnings fall substantially, NVIDIA managed to produce strong earnings growth through the introduction of several successful new products. Lockheed Martin also helped the fund's performance. Investors valued the company for its above-market earnings growth rate, but the stock also benefited from the increased interest in defense issues following the attacks of September 11.

Q. Which stocks hurt performance?

B.G. One detractor was Comverse Technology, which provides voice-mail systems for corporate clients. Despite an appealing recurring-revenue business model and strong growth in voice-mail usage, the company's order flow deteriorated at a faster-than-expected rate as customers slowed overall capital expenditures. Drug-store chain Rite Aid was identified as a potential turnaround story, but an unfavorable economic climate precluded the kind of revenue growth necessary for the turnaround to be successful. Inadequate revenues, combined with a considerable debt load, resulted in continued earnings disappointments. Another detractor suffering from a high debt load was Nextel Communications. The thinking was that continued strong growth in wireless telecommunications subscribers would offset the company's cash flow and balance sheet problems. Unfortunately, a weak economy and increasing competition were bigger obstacles than anticipated.

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

J.A. The issue I'm grappling with now is that valuations seem to be pricing in a perfect economic recovery, which never happens. My first order of business as the fund's new manager is to review all of the positions in the portfolio, and trim those stocks that have run up in price and look expensive. I plan to be extremely disciplined in my stock selection strategy. Given the current economic and market environment, I plan to maintain a near-term bias toward cyclicals, while also being tilted toward offense. There are some great buys out there right now that I hope to take advantage of before they appreciate dramatically in the event of an economic recovery.

Semiannual Report

Fund Talk: The Managers' Overview - continued

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

Fund Facts

Goal: seeks long-term
capital growth

Fund number: 003

Trading symbol: FFIDX

Start date: April 30, 1930

Size: as of December 31, 2001, more than $12.4 billion

Manager: John Avery, since February 2002; manager, Fidelity Advisor Growth & Income Fund, since 2000; Fidelity Advisor Balanced Fund and VIP: Balanced Portfolio, since 1998; several Fidelity Select Portfolios, 1995-1998; joined Fidelity in 1995

3

John Avery shares his thoughts on a recovery in the economy:

"I feel the worst may be over for the U.S. economy, barring any unforeseen event. This is a sentiment echoed by several executives with whom I've met recently, and who have finally started to see some stabilization in business conditions. I'm still hopeful that we'll have a pickup at some point in the next couple of months, especially given how quickly things stabilized following September's attacks, showing the resilience of the U.S. economy. Although near-term corporate profits will likely be disturbing, fiscal and monetary stimuli, along with lower energy prices, suggest eventual economic improvements.

"Even if economic activity does not accelerate, the market stands to benefit as earnings comparisons start to get easier given the disappointing results issued a year ago, which could create the illusion of acceleration. Another factor that may improve investor sentiment is that companies have been aggressively cutting costs at the bottom of the economic cycle, which means that when revenues begin to recover, there should be a lot more flowing to the bottom line. I'll continue to do the research and try to stay ahead of the curve by seeking to uncover those companies that I believe are poised to rebound the strongest and fastest out of the downturn."

Semiannual Report

Investment Changes

Top Ten Stocks as of December 31, 2001

% of fund's
net assets

% of fund's net assets
6 months ago

Microsoft Corp.

4.2

3.0

Philip Morris Companies, Inc.

3.4

3.5

Pfizer, Inc.

2.7

2.9

The Coca-Cola Co.

2.7

1.2

Fannie Mae

2.2

1.7

Bristol-Myers Squibb Co.

1.9

2.4

BellSouth Corp.

1.8

0.4

American Home Products Corp.

1.8

0.8

ChevronTexaco Corp.

1.8

0.3

AT&T Corp.

1.7

1.5

24.2

Top Five Market Sectors as of December 31, 2001

% of fund's
net assets

% of fund's net assets
6 months ago

Health Care

18.9

13.8

Information Technology

14.0

26.4

Financials

12.0

15.8

Consumer Staples

11.7

6.9

Industrials

9.5

11.6

Asset Allocation (% of fund's net assets)

As of December 31, 2001 *

As of June 30, 2001 **

Stocks 93.7%

Stocks 99.5%

Convertible
Securities 0.5%

Convertible
Securities 0.7%

Short-Term
Investments and
Net Other Assets 5.8%

Short-Term
Investments and
Net Other Assets A (0.2)%



* Foreign investments

4.4%

** Foreign investments

6.7%

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

Semiannual Report

Investments December 31, 2001

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.7%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 9.3%

Auto Components - 0.1%

Goodyear Tire & Rubber Co.

264,200

$ 6,291

Hotels, Restaurants & Leisure - 2.4%

Applebee's International, Inc.

273,800

9,364

Brinker International, Inc. (a)

805,600

23,975

CBRL Group, Inc.

130,700

3,848

Darden Restaurants, Inc.

594,200

21,035

Harrah's Entertainment, Inc. (a)

1,930,400

71,444

International Game Technology (a)

179,600

12,267

Mandalay Resort Group (a)

641,100

13,720

McDonald's Corp.

2,279,600

60,341

Outback Steakhouse, Inc. (a)

196,100

6,716

Tricon Global Restaurants, Inc. (a)

857,900

42,209

Wendy's International, Inc.

1,233,300

35,975

300,894

Household Durables - 1.4%

Black & Decker Corp.

356,200

13,439

Centex Corp.

158,000

9,020

Fortune Brands, Inc.

321,300

12,720

KB Home

381,800

15,310

Leggett & Platt, Inc.

371,500

8,545

Mohawk Industries, Inc. (a)

1,673,900

91,864

Pulte Homes, Inc.

171,000

7,639

Sony Corp.

314,400

14,179

172,716

Internet & Catalog Retail - 0.0%

Ticketmaster Class B (a)

302,500

4,958

Media - 2.1%

AOL Time Warner, Inc. (a)

4,244,160

136,238

EchoStar Communications Corp. Class A (a)

1,136,800

31,228

General Motors Corp. Class H (a)

961,000

14,847

Omnicom Group, Inc.

110,100

9,837

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

1,159,713

51,201

Walt Disney Co.

554,900

11,498

254,849

Multiline Retail - 1.5%

BJ's Wholesale Club, Inc. (a)

90,410

3,987

Costco Wholesale Corp. (a)

1,312,700

58,258

Federated Department Stores, Inc. (a)

865,000

35,379

JCPenney Co., Inc.

2,036,100

54,771

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Multiline Retail - continued

Kmart Corp. (a)

2,289,440

$ 12,500

Sears, Roebuck & Co.

562,900

26,817

191,712

Specialty Retail - 1.3%

AutoNation, Inc. (a)

1,487,600

18,342

Borders Group, Inc. (a)

1,300,400

25,800

Lowe's Companies, Inc.

826,800

38,372

Office Depot, Inc. (a)

2,544,200

47,169

Staples, Inc. (a)

1,731,300

32,375

162,058

Textiles & Apparel - 0.5%

Jones Apparel Group, Inc. (a)

272,500

9,039

NIKE, Inc. Class B

704,600

39,627

Polo Ralph Lauren Corp. Class A (a)

605,400

16,201

64,867

TOTAL CONSUMER DISCRETIONARY

1,158,345

CONSUMER STAPLES - 11.7%

Beverages - 3.5%

PepsiCo, Inc.

2,096,090

102,059

The Coca-Cola Co.

6,960,300

328,178

430,237

Food & Drug Retailing - 1.4%

Albertson's, Inc.

1,159,300

36,506

CVS Corp.

840,600

24,882

Rite Aid Corp. (a)

12,581,440

63,662

Safeway, Inc. (a)

1,226,800

51,219

176,269

Food Products - 1.5%

ConAgra Foods, Inc.

1,008,400

23,970

Dean Foods Co. (a)

248,800

16,968

Kellogg Co.

1,300,100

39,133

Kraft Foods, Inc. Class A

466,400

15,872

Sara Lee Corp.

2,457,540

54,631

Unilever NV (NY Shares)

646,500

37,245

187,819

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Household Products - 0.1%

Kimberly-Clark Corp.

197,700

$ 11,822

Personal Products - 1.5%

Gillette Co.

5,558,300

185,647

Tobacco - 3.7%

Philip Morris Companies, Inc.

9,305,300

426,648

UST, Inc.

1,099,500

38,483

465,131

TOTAL CONSUMER STAPLES

1,456,925

ENERGY - 5.7%

Energy Equipment & Services - 2.3%

Baker Hughes, Inc.

1,851,900

67,539

BJ Services Co. (a)

480,000

15,576

Diamond Offshore Drilling, Inc.

393,100

11,950

GlobalSantaFe Corp.

1,152,760

32,877

Halliburton Co.

434,390

5,691

Nabors Industries, Inc. (a)

627,900

21,556

Noble Drilling Corp. (a)

232,500

7,914

Precision Drilling Corp. (a)

232,600

6,001

Schlumberger Ltd. (NY Shares)

1,455,100

79,958

Tidewater, Inc.

479,400

16,252

Transocean Sedco Forex, Inc.

515,400

17,431

Weatherford International, Inc. (a)

158,000

5,887

288,632

Oil & Gas - 3.4%

Amerada Hess Corp.

349,200

21,825

Apache Corp.

98,560

4,916

BP PLC sponsored ADR

96,500

4,488

Burlington Resources, Inc.

168,600

6,329

ChevronTexaco Corp.

2,468,330

221,187

Conoco, Inc.

2,453,200

69,426

Devon Energy Corp.

389,962

15,072

Kerr-McGee Corp.

231,500

12,686

Phillips Petroleum Co.

460,800

27,768

Common Stocks - continued

Shares

Value (Note 1)
(000s)

ENERGY - continued

Oil & Gas - continued

Sunoco, Inc.

725,300

$ 27,083

Ultramar Diamond Shamrock Corp.

127,900

6,328

417,108

TOTAL ENERGY

705,740

FINANCIALS - 11.9%

Banks - 2.7%

Bank of America Corp.

1,235,900

77,800

Bank One Corp.

1,699,100

66,350

FleetBoston Financial Corp.

1,854,240

67,680

Hibernia Corp. Class A

358,871

6,384

PNC Financial Services Group, Inc.

1,015,700

57,082

Wachovia Corp.

1,852,902

58,107

333,403

Diversified Financials - 7.0%

AMBAC Financial Group, Inc.

166,800

9,651

American Express Co.

1,570,492

56,051

Charles Schwab Corp.

82,200

1,272

Citigroup, Inc.

1,457,532

73,576

Daiwa Securities Group, Inc.

2,889,000

15,117

Fannie Mae

3,384,700

269,084

Freddie Mac

3,236,600

211,674

Goldman Sachs Group, Inc.

115,800

10,740

Household International, Inc.

184,100

10,667

J.P. Morgan Chase & Co.

836,160

30,394

Kinder Morgan Management LLC (e)

2,121,786

80,416

Merrill Lynch & Co., Inc.

190,900

9,950

Morgan Stanley Dean Witter & Co.

106,600

5,963

Nikko Cordial Corp.

3,444,000

15,301

Nomura Holdings, Inc.

1,595,000

20,351

USA Education, Inc.

578,550

48,610

868,817

Insurance - 1.7%

American International Group, Inc.

1,036,200

82,274

Cincinnati Financial Corp.

513,400

19,586

Hartford Financial Services Group, Inc.

405,700

25,490

MBIA, Inc.

534,300

28,655

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Insurance - continued

MetLife, Inc.

1,540,400

$ 48,800

Prudential Financial, Inc.

93,400

3,100

207,905

Real Estate - 0.5%

Apartment Investment & Management Co. Class A

282,300

12,910

Equity Office Properties Trust

804,700

24,205

Equity Residential Properties Trust (SBI)

554,300

15,914

Simon Property Group, Inc.

491,000

14,401

67,430

TOTAL FINANCIALS

1,477,555

HEALTH CARE - 18.9%

Biotechnology - 0.2%

Amgen, Inc. (a)

256,900

14,499

Geneprot, Inc. (d)

710,000

7,810

22,309

Health Care Equipment & Supplies - 1.2%

Becton, Dickinson & Co.

1,138,000

37,725

Boston Scientific Corp. (a)

1,582,000

38,158

Guidant Corp. (a)

849,150

42,288

St. Jude Medical, Inc. (a)

158,600

12,315

Zimmer Holdings, Inc. (a)

813,002

24,829

155,315

Health Care Providers & Services - 4.1%

AdvancePCS Class A (a)

3,072,200

90,169

Andrx Group (a)

455,600

32,079

Cardinal Health, Inc.

564,400

36,494

First Health Group Corp. (a)

1,284,430

31,777

HealthSouth Corp. (a)

5,704,280

84,537

Manor Care, Inc. (a)

792,700

18,795

McKesson Corp.

2,492,000

93,201

Service Corp. International (SCI) (a)

8,130,300

40,570

Tenet Healthcare Corp. (a)

733,000

43,042

UnitedHealth Group, Inc.

347,200

24,571

Wellpoint Health Networks, Inc. (a)

112,300

13,122

508,357

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Pharmaceuticals - 13.4%

Abbott Laboratories

2,197,800

$ 122,527

Allergan, Inc.

726,400

54,516

American Home Products Corp.

3,607,840

221,377

Barr Laboratories, Inc. (a)

952,954

75,626

Bristol-Myers Squibb Co.

4,566,227

232,878

Eli Lilly & Co.

148,400

11,655

Forest Laboratories, Inc. (a)

1,554,490

127,390

Johnson & Johnson

3,113,600

184,014

King Pharmaceuticals, Inc. (a)

1,425,800

60,069

Mylan Laboratories, Inc.

1,182,760

44,354

Perrigo Co. (a)

37,030

438

Pfizer, Inc.

8,535,560

340,142

Pharmaceutical Resources, Inc. (a)

508,400

17,184

Pharmacia Corp.

544,000

23,202

Sanofi-Synthelabo SA

930,464

69,532

Schering-Plough Corp.

846,600

30,317

SICOR, Inc. (a)

436,000

6,836

Teva Pharmaceutical Industries Ltd. sponsored ADR

715,600

44,102

1,666,159

TOTAL HEALTH CARE

2,352,140

INDUSTRIALS - 9.5%

Aerospace & Defense - 1.4%

Boeing Co.

100

4

Honeywell International, Inc.

822,440

27,815

Lockheed Martin Corp.

2,659,730

124,130

Raytheon Co.

506,600

16,449

168,398

Building Products - 0.7%

American Standard Companies, Inc. (a)

660,700

45,080

Masco Corp.

1,566,500

38,379

83,459

Commercial Services & Supplies - 1.3%

Allied Waste Industries, Inc. (a)

931,900

13,103

Cendant Corp. (a)

4,695,600

92,081

Convergys Corp. (a)

225,600

8,458

H&R Block, Inc.

191,300

8,551

Imagistics International, Inc. (a)

24,272

300

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

IMS Health, Inc.

730,600

$ 14,254

Pitney Bowes, Inc.

303,400

11,411

Republic Services, Inc. (a)

911,000

18,193

166,351

Construction & Engineering - 0.1%

Fluor Corp.

269,800

10,091

Industrial Conglomerates - 2.7%

General Electric Co.

4,580,126

183,571

Textron, Inc.

427,880

17,740

Tyco International Ltd.

2,253,119

132,709

334,020

Machinery - 1.3%

Eaton Corp.

317,370

23,616

Ingersoll-Rand Co.

986,620

41,251

Navistar International Corp.

1,582,500

62,509

PACCAR, Inc.

135,700

8,905

Parker Hannifin Corp.

455,000

20,889

Pentair, Inc.

186,100

6,795

163,965

Road & Rail - 2.0%

Burlington Northern Santa Fe Corp.

1,405,200

40,090

Canadian National Railway Co.

1,094,100

52,725

Union Pacific Corp.

2,849,200

162,404

255,219

TOTAL INDUSTRIALS

1,181,503

INFORMATION TECHNOLOGY - 13.9%

Communications Equipment - 1.0%

ADC Telecommunications, Inc. (a)

1,993,100

9,168

Advanced Fibre Communication, Inc. (a)

609,400

10,768

Comverse Technology, Inc. (a)

606,100

13,558

Enterasys Networks, Inc. (a)

1,090,700

9,653

Lucent Technologies, Inc.

4,287,700

26,969

Motorola, Inc.

1,935,300

29,068

Telefonaktiebolaget LM Ericsson AB sponsored ADR

1,392,900

7,271

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Tellium, Inc.

3,069,200

$ 19,121

125,576

Computers & Peripherals - 1.5%

Apple Computer, Inc. (a)

2,883,400

63,146

Compaq Computer Corp.

3,859,000

37,664

Dell Computer Corp. (a)

817,600

22,222

EMC Corp. (a)

1,559,600

20,961

Fujitsu Ltd.

2,223,000

16,106

Lexmark International, Inc. Class A (a)

311,700

18,390

Toshiba Corp.

1,678,000

5,735

184,224

Electronic Equipment & Instruments - 0.6%

Agilent Technologies, Inc. (a)

2,149,900

61,294

Arrow Electronics, Inc. (a)

741,900

22,183

83,477

Office Electronics - 0.3%

Xerox Corp.

3,645,200

37,983

Semiconductor Equipment & Products - 3.8%

Agere Systems, Inc. Class A

4,661,300

26,523

Cypress Semiconductor Corp. (a)

380,600

7,585

Fairchild Semiconductor International, Inc. Class A (a)

478,900

13,505

Intel Corp.

4,607,200

144,896

Intersil Corp. Class A (a)

690,200

22,259

LAM Research Corp. (a)

582,500

13,526

Lattice Semiconductor Corp. (a)

669,000

13,761

LSI Logic Corp. (a)

1,315,500

20,759

Micron Technology, Inc. (a)

551,700

17,103

National Semiconductor Corp. (a)

549,900

16,931

NVIDIA Corp. (a)

2,492,420

166,743

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

442,000

7,589

471,180

Software - 6.7%

Adobe Systems, Inc.

485,400

15,072

Computer Associates International, Inc.

4,987,500

172,019

Compuware Corp. (a)

2,129,967

25,112

i2 Technologies, Inc. (a)

210,200

1,661

Legato Systems, Inc. (a)

1,309,700

16,987

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Software - continued

Mercury Interactive Corp. (a)

228,200

$ 7,754

Microsoft Corp. (a)

7,931,100

525,432

Network Associates, Inc. (a)

1,045,700

27,031

Numerical Technologies, Inc. (a)

411,600

14,488

Oracle Corp. (a)

1,152,200

15,912

Peregrine Systems, Inc. (a)

864,751

12,824

834,292

TOTAL INFORMATION TECHNOLOGY

1,736,732

MATERIALS - 3.3%

Chemicals - 0.4%

Praxair, Inc.

959,138

52,992

Construction Materials - 0.3%

Lafarge North America, Inc.

1,033,459

38,827

Metals & Mining - 2.2%

Alcan, Inc.

1,461,830

52,490

Alcoa, Inc.

1,137,800

40,449

Barrick Gold Corp.

1,568,200

25,076

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

1,353,700

18,126

Newmont Mining Corp.

4,083,338

78,033

Phelps Dodge Corp.

412,000

13,349

Placer Dome, Inc.

4,471,480

48,884

276,407

Paper & Forest Products - 0.4%

Georgia-Pacific Group

438,000

12,093

International Paper Co.

914,800

36,912

49,005

TOTAL MATERIALS

417,231

TELECOMMUNICATION SERVICES - 8.2%

Diversified Telecommunication Services - 7.2%

ALLTEL Corp.

1,615,400

99,719

AT&T Corp.

11,816,890

214,358

BellSouth Corp.

5,898,200

225,016

CenturyTel, Inc.

325,100

10,663

Citizens Communications Co. (a)

4,141,390

44,147

Qwest Communications International, Inc.

12,194,690

172,311

Common Stocks - continued

Shares

Value (Note 1)
(000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

SBC Communications, Inc.

2,780,000

$ 108,893

TeraBeam Networks (d)

50,800

51

WinStar Communications, Inc. (a)

2,085,700

35

WorldCom, Inc. - MCI Group

1,585,100

20,131

895,324

Wireless Telecommunication Services - 1.0%

Nextel Communications, Inc. Class A (a)

11,452,900

125,524

NTT DoCoMo, Inc.

267

3,123

128,647

TOTAL TELECOMMUNICATION SERVICES

1,023,971

UTILITIES - 1.3%

Electric Utilities - 0.7%

AES Corp. (a)

2,799,030

45,764

DTE Energy Co.

634,300

26,603

FirstEnergy Corp.

520,848

18,219

90,586

Gas Utilities - 0.6%

Kinder Morgan, Inc.

1,136,980

63,318

Sempra Energy

515,700

12,660

75,978

TOTAL UTILITIES

166,564

TOTAL COMMON STOCKS

(Cost $10,085,462)

11,676,706

Convertible Preferred Stocks - 0.2%

FINANCIALS - 0.1%

Diversified Financials - 0.1%

Xerox Capital Trust II $3.75 (c)

205,100

14,210

INFORMATION TECHNOLOGY - 0.1%

Communications Equipment - 0.1%

Lucent Technologies, Inc. $80.00 (c)

6,100

6,745

Procket Networks, Inc. Series C (d)

1,612,868

3,226

9,971

Convertible Preferred Stocks - continued

Shares

Value (Note 1)
(000s)

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Yipes Communications Group, Inc. Series C (d)

723,082

$ 542

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $39,086)

24,723

Convertible Bonds - 0.3%

Moody's Ratings
(unaudited) (f)

Principal
Amount (000s)

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

EchoStar Communications Corp. 5.75% 5/15/08 (c)

Caa1

$ 14,620

13,195

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

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

CCC-

10,730

5,365

TELECOMMUNICATION SERVICES - 0.2%

Wireless Telecommunication Services - 0.2%

Nextel Communications, Inc. 5.25% 1/15/10 (c)

B1

30,180

18,223

TOTAL CONVERTIBLE BONDS

(Cost $51,723)

36,783

U.S. Treasury Obligations - 0.0%

U.S. Treasury Bills, yield at date of purchase 1.96% to 2.2% 1/3/02
(Cost $7,999)

-

8,000

8,000

Money Market Funds - 5.9%

Shares

Value (Note 1)
(000s)

Fidelity Cash Central Fund, 1.94% (b)

692,121,803

$ 692,122

Fidelity Securities Lending Cash Central Fund, 1.93% (b)

44,168,995

44,169

TOTAL MONEY MARKET FUNDS

(Cost $736,291)

736,291

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $10,920,561)

12,482,503

NET OTHER ASSETS - (0.1)%

(18,313)

NET ASSETS - 100%

$ 12,464,190

Legend

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $52,373,000 or 0.4% of net assets.

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

(e) Affiliated company

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Geneprot, Inc.

7/7/00

$ 3,905

Procket Networks, Inc. Series C

11/15/00 - 2/9/01

$ 15,929

TeraBeam Networks

4/7/00

$ 191

Yipes Communications Group, Inc.
Series C

1/31/01

$ 4,700

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $9,962,502,000 and $11,189,115,000, respectively.

The market value of futures contracts opened and closed during the period amounted to $1,262,264,000 and $1,266,685,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $785,000 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $11,629,000 or 0.1% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $47,184,000. The weighted average interest rate was 4.0%. At period end there were no interfund loans outstanding.

Income Tax Information

At December 31, 2001, the aggregate cost of investment securities for income tax purposes was $11,046,282,000. Net unrealized appreciation aggregated $1,436,221,000, of which $1,953,380,000 related to appreciated investment securities and $517,159,000 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending June 30, 2002 approximately $657,642,000 of losses recognized during the period November 1, 2000 to June 30, 2001.

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)

December 31, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $43,806) (cost $10,920,561) -
See accompanying schedule

$ 12,482,503

Cash

91

Receivable for investments sold

39,038

Receivable for fund shares sold

38,716

Dividends receivable

14,072

Interest receivable

2,180

Other receivables

61

Total assets

12,576,661

Liabilities

Payable for investments purchased

$ 29,290

Payable for fund shares redeemed

34,610

Accrued management fee

3,809

Other payables and accrued expenses

593

Collateral on securities loaned, at value

44,169

Total liabilities

112,471

Net Assets

$ 12,464,190

Net Assets consist of:

Paid in capital

$ 13,033,982

Undistributed net investment income

472

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

(2,132,206)

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

1,561,942

Net Assets, for 431,634 shares outstanding

$ 12,464,190

Net Asset Value, offering price and redemption price
per share ($12,464,190 ÷ 431,634 shares)

$28.88

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 December 31, 2001 (Unaudited)

Investment Income

Dividends

$ 75,908

Interest

13,199

Security lending

333

Total income

89,440

Expenses

Management fee

$ 23,059

Transfer agent fees

12,711

Accounting and security lending fees

500

Non-interested trustees' compensation

9

Custodian fees and expenses

136

Registration fees

158

Audit

42

Legal

49

Interest

37

Miscellaneous

686

Total expenses before reductions

37,387

Expense reductions

(4,663)

32,724

Net investment income

56,716

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized gain (loss) of
$(71,102) on sales of investments in affiliated issuers)

(1,082,501)

Foreign currency transactions

66

Futures contracts

4,421

(1,078,014)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(268,023)

Assets and liabilities in foreign currencies

64

(267,959)

Net gain (loss)

(1,345,973)

Net increase (decrease) in net assets resulting
from operations

$ (1,289,257)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
December 31, 2001
(Unaudited)

Year ended
June 30,
2001

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 56,716

$ 84,461

Net realized gain (loss)

(1,078,014)

(22,912)

Change in net unrealized appreciation (depreciation)

(267,959)

(2,073,876)

Net increase (decrease) in net assets resulting
from operations

(1,289,257)

(2,012,327)

Distributions to shareholders
From net investment income

(56,246)

(92,413)

In excess of net investment income

-

(13,650)

From net realized gain

-

(1,213,113)

In excess of net realized gain

-

(983,529)

Total distributions

(56,246)

(2,302,705)

Share transactions
Net proceeds from sales of shares

992,983

3,102,611

Reinvestment of distributions

52,626

2,176,720

Cost of shares redeemed

(1,530,195)

(4,049,256)

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

(484,586)

1,230,075

Total increase (decrease) in net assets

(1,830,089)

(3,084,957)

Net Assets

Beginning of period

14,294,279

17,379,236

End of period (including undistributed net investment
income of $472 and $34,380, respectively)

$ 12,464,190

$ 14,294,279

Other Information

Shares

Sold

35,365

90,100

Issued in reinvestment of distributions

1,931

61,155

Redeemed

(54,645)

(117,919)

Net increase (decrease)

(17,349)

33,336

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

Semiannual Report

Financial Highlights

Six months ended
December 31, 2001

Years ended June 30,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 31.84

$ 41.81

$ 40.39

$ 35.22

$ 28.83

$ 24.65

Income from Invest-
ment Operations

Net investment
income D

.13

.19

.23

.31

.32

.34

Net realized
and unrealized gain (loss)

(2.96)

(4.72)

3.61

6.96

8.74

5.99

Total from investment operations

(2.83)

(4.53)

3.84

7.27

9.06

6.33

Less Distributions

From net investment income

(.13)

(.21)

(.21)

(.29)

(.31)

(.33)

In excess of net
investment income

-

(.03)

-

-

-

-

From net
realized gain

-

(2.87)

(2.21)

(1.81)

(2.36)

(1.82)

In excess of
net realized gain

-

(2.33)

-

-

-

-

Total distributions

(.13)

(5.44)

(2.42)

(2.10)

(2.67)

(2.15)

Net asset value,
end of period

$ 28.88

$ 31.84

$ 41.81

$ 40.39

$ 35.22

$ 28.83

Total Return B, C

(8.86)%

(11.76)%

10.47%

21.95%

33.54%

27.97%

Ratios to Average Net Assets E

Expenses
before expense
reductions

.60% A

.56%

.56%

.57%

.58%

.62%

Expenses net
of voluntary
waivers, if any

.60% A

.56%

.56%

.57%

.58%

.62%

Expenses net of
all reductions

.52% A

.51%

.53%

.55%

.56%

.59%

Net investment
income

.91% A

.55%

.57%

.87%

1.01%

1.34%

Supplemental Data

Net assets,
end of period
(in millions)

$ 12,464

$ 14,294

$ 17,379

$ 13,842

$ 8,726

$ 5,509

Portfolio
turnover rate

167% A

217%

113%

71%

65%

107%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended December 31, 2001 (Unaudited)

1. Significant Accounting Policies.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

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

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

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

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

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), non-taxable dividends and losses deferred due to wash sales and excise tax regulations.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

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

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

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

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

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities and the market value of futures contracts opened and closed, is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates.

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

The management fee is the sum of an individual fund fee rate of .09% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .37% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .20% of average net assets.

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $9,964,000 for the period.

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

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Committed Line of Credit.

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

6. Security Lending.

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

7. Expense Reductions.

Certain security trades were directed to brokers who paid $4,534,000 of the fund's expenses. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $4,000 and $125,000, respectively.

8. Transactions with Affiliated Companies.

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

Summary of Transactions with Affiliated Companies

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Ditech Communications Corp.

$ -

$ 75,508

$ -

$ -

Kinder Morgan Management LLC

-

-

-

80,416

TOTALS

$ -

$ 75,508

$ -

$ 80,416

Semiannual Report

Investment Adviser

Fidelity Management &
Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

Fidelity's Growth and Income Funds

Balanced Fund

Convertible Securities Fund

Equity-Income Fund

Equity-Income II Fund

Fidelity® Fund

Global Balanced Fund

Growth & Income Portfolio

Growth & Income II Portfolio

Puritan® Fund

Real Estate Investment Portfolio

Utilities Fund

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