N-CSRS 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-215

Fidelity Hastings Street Trust

(Exact name of registrant as specified in charter)

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

June 30

Date of reporting period:

December 31, 2005

Item 1. Reports to Stockholders

Fidelity®
Discovery Fund

  Semiannual Report
December 31, 2005


Contents         
 
Chairman’s Message    3    Ned Johnson’s message to shareholders. 
Shareholder Expense    4    An example of shareholder expenses. 
Example         
Investment Changes    5    A summary of major shifts in the fund’s 
        investments over the past six months. 
Investments    6    A complete list of the fund’s investments 
        with their market values. 
Financial Statements    14    Statements of assets and liabilities, 
        operations, and changes in net assets, 
        as well as financial highlights. 
Notes    18    Notes to the financial statements. 
Proxy Voting Results    23     
Board Approval of    24     
Investment Advisory         
Contracts and         
Management Fees         

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

Standard & Poor’s, S&P and S&P 500 are registered service marks of The McGraw Hill Companies, Inc.

and have been licensed for use by Fidelity Distributors Corporation.

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


All other marks appearing herein are registered or unregistered trademarks or service marks

of FMR Corp. or an affiliated company.

This report and the financial statements contained herein are submitted for the general information
of the shareholders of the fund. This report is not authorized for distribution to prospective investors
in the fund unless preceded or accompanied by an effective prospectus.
A fund files its complete schedule of portfolio holdings with the SEC for the first and third
quarters of each fiscal year on Form N Q. Forms N Q are available on the SEC’s web site at
http://www.sec.gov. A fund’s Forms N Q may be reviewed and copied at the SEC’s Public Reference
Room in Washington, DC. Information regarding the operation of the SEC’s Public Reference
Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund’s portfolio
holdings, view the most recent quarterly holdings report, semiannual report, or annual report
on Fidelity’s web site at http://www.fidelity.com/holdings.
NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE
Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report 2

Chairman’s Message

(photograph of Edward C. Johnson 3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/ Edward C. Johnson 3d

Edward C. Johnson 3d

3 Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2005 to December 31, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

                    Expenses Paid 
    Beginning    Ending    During Period* 
    Account Value    Account Value    July 1, 2005 to 
    July 1, 2005    December 31, 2005    December 31, 2005 
Actual    $             1,000.00     $    1,078.70    $    3.62 
Hypothetical (5% return per                         
year before expenses)    $             1,000.00     $    1,021.73    $    3.52 

* Expenses are equal to the Fund’s annualized expense ratio of .69%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one half year period).

Semiannual Report

4

Investment Changes         
 
 
 Top Ten Stocks as of December 31, 2005         
    % of fund’s    % of fund’s net assets 
    net assets    6 months ago 
American International Group, Inc.    8.2    6.4 
Microsoft Corp.    5.4    5.5 
UnitedHealth Group, Inc.    4.3    1.0 
Altria Group, Inc.    4.0    2.0 
General Electric Co.    4.0    2.6 
Wyeth    3.3    0.0 
Johnson & Johnson    3.2    0.8 
SLM Corp.    3.2    3.2 
CIENA Corp.    2.2    1.6 
Roche Holding AG (participation certificate)    2.1    2.8 
    39.9     
 
Top Five Market Sectors as of December 31, 2005 
   
    % of fund’s    % of fund’s net assets 
    net assets    6 months ago 
Health Care    27.3    11.1 
Information Technology    21.6    16.3 
Financials    18.2    15.5 
Consumer Staples    11.6    9.6 
Industrials    6.8    9.4 


5 Semiannual Report

Investments December 31, 2005 (Unaudited) 
Showing Percentage of Net Assets                 
 
 Common Stocks 97.1%                 
        Shares    Value (Note 1) 
            (000s) 
 
CONSUMER DISCRETIONARY – 5.6%                 
Auto Components 0.6%                 
Michelin SA (Compagnie Generale des Etablissements) Series B    51,442    $    2,892 
Hotels, Restaurants & Leisure 0.8%                 
Domino’s Pizza, Inc.        81,200        1,965 
WMS Industries, Inc. (a)        55,000        1,380 
                3,345 
Internet & Catalog Retail 0.3%                 
Expedia, Inc. (a)        54,300        1,301 
Leisure Equipment & Products – 0.4%                 
Marvel Entertainment, Inc. (a)        98,200        1,609 
Media – 1.9%                 
DreamWorks Animation SKG, Inc. Class A (a)    121,100        2,974 
Getty Images, Inc. (a)        1,800        161 
Lamar Advertising Co. Class A (a)        8,868        409 
News Corp. Class A        77,200        1,200 
Omnicom Group, Inc.        6,800        579 
Pixar (a)        51,900        2,736 
Univision Communications, Inc. Class A (a)    7,000        206 
                8,265 
Specialty Retail – 1.6%                 
Gamestop Corp.:                 
    Class A (a)(d)        35,045        1,115 
   Class B (a)        72,155        2,085 
Staples, Inc.        105,450        2,395 
The Game Group PLC        999,765        1,231 
                6,826 
 
   TOTAL CONSUMER DISCRETIONARY                24,238 
 
CONSUMER STAPLES – 11.6%                 
Beverages – 1.0%                 
Coca-Cola Enterprises, Inc.        75,900        1,455 
The Coca-Cola Co.        72,300        2,914 
                4,369 
Food & Staples Retailing – 2.0%                 
CVS Corp.        236,600        6,251 
Wal-Mart Stores, Inc.        45,900        2,148 
                8,399 
 
 
See accompanying notes which are an integral part of the financial statements.         
 
Semiannual Report    6             

Common Stocks continued             
    Shares    Value (Note 1) 
        (000s) 
 
CONSUMER STAPLES – continued             
Food Products 3.1%             
Campbell Soup Co.    14,100    $    420 
Hormel Foods Corp.    78,925        2,579 
Nestle SA:             
   (Reg.)    7,209        2,156 
   sponsored ADR    73,700        5,509 
Smithfield Foods, Inc. (a)    92,900        2,843 
            13,507 
Household Products – 1.5%             
Colgate-Palmolive Co.    81,000        4,443 
Procter & Gamble Co.    36,160        2,093 
            6,536 
Tobacco 4.0%             
Altria Group, Inc.    230,300        17,208 
 
 TOTAL CONSUMER STAPLES            50,019 
 
ENERGY 1.6%             
Energy Equipment & Services – 1.5%             
Diamond Offshore Drilling, Inc.    47,300        3,290 
ENSCO International, Inc.    35,100        1,557 
Halliburton Co.    7,000        434 
Pride International, Inc. (a)    30,800        947 
            6,228 
Oil, Gas & Consumable Fuels – 0.1%             
XTO Energy, Inc.    10,500        461 
 
 TOTAL ENERGY            6,689 
 
FINANCIALS – 18.2%             
Commercial Banks – 3.3%             
Bank of America Corp.    192,400        8,879 
Boston Private Financial Holdings, Inc.    2,300        70 
Uniao de Bancos Brasileiros SA (Unibanco) unit    130,800        1,645 
Wachovia Corp.    70,500        3,727 
            14,321 
Consumer Finance – 3.2%             
SLM Corp.    249,250        13,731 
Diversified Financial Services – 0.3%             
IntercontinentalExchange, Inc.    31,600        1,149 

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

7 Semiannual Report

Investments (Unaudited) continued             
 
 
 Common Stocks continued             
    Shares    Value (Note 1) 
        (000s) 
 
FINANCIALS – continued             
Insurance – 11.3%             
ACE Ltd.    78,700    $    4,206 
AFLAC, Inc.    107,180        4,975 
American International Group, Inc.    517,950        35,339 
Aspen Insurance Holdings Ltd.    5,900        140 
Platinum Underwriters Holdings Ltd.    2,100        65 
The St. Paul Travelers Companies, Inc.    82,100        3,667 
XL Capital Ltd. Class A    7,000        472 
            48,864 
Thrifts & Mortgage Finance – 0.1%             
Fannie Mae    10,800        527 
 
    TOTAL FINANCIALS            78,592 
 
HEALTH CARE – 27.3%             
Biotechnology – 2.6%             
Affymetrix, Inc. (a)    800        38 
Celgene Corp. (a)    3,500        227 
Cephalon, Inc. (a)    35,300        2,285 
Charles River Laboratories International, Inc. (a)    121,100        5,131 
Gilead Sciences, Inc. (a)    66,100        3,479 
            11,160 
Health Care Equipment & Supplies – 2.4%             
Alcon, Inc.    10,800        1,400 
C.R. Bard, Inc.    28,400        1,872 
Inverness Medical Innovations, Inc. (a)    10,700        254 
Inverness Medical Innovations, Inc. (a)(e)    6,900        164 
Nobel Biocare Holding AG (Switzerland)    10,807        2,377 
Palomar Medical Technologies, Inc. (a)    30,163        1,057 
Phonak Holding AG    21,262        916 
Straumann Holding AG    7,514        1,741 
Syneron Medical Ltd. (a)    18,400        584 
            10,365 
Health Care Providers & Services – 8.2%             
Aetna, Inc.    84,000        7,922 
Emdeon Corp. (a)    221,100        1,871 
Humana, Inc. (a)    121,000        6,574 
UnitedHealth Group, Inc.    294,630        18,308 
WebMD Health Corp. Class A (d)    17,900        520 
            35,195 

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

Semiannual Report

8

Common Stocks continued             
    Shares    Value (Note 1) 
        (000s) 
 
HEALTH CARE – continued             
Pharmaceuticals – 14.1%             
Allergan, Inc.    24,600    $    2,656 
Barr Pharmaceuticals, Inc. (a)    33,800        2,105 
Cipla Ltd.    259,633        2,585 
Johnson & Johnson    233,200        14,015 
Merck & Co., Inc.    35,000        1,113 
Novartis AG sponsored ADR    75,100        3,941 
Pfizer, Inc.    105,000        2,449 
Roche Holding AG (participation certificate)    59,274        8,900 
Sepracor, Inc. (a)    77,700        4,009 
Teva Pharmaceutical Industries Ltd. sponsored ADR    112,703        4,847 
Wyeth    310,300        14,296 
            60,916 
 
    TOTAL HEALTH CARE            117,636 
 
INDUSTRIALS – 6.8%             
Aerospace & Defense – 2.5%             
Honeywell International, Inc.    167,330        6,233 
The Boeing Co.    6,900        485 
United Technologies Corp.    73,500        4,109 
            10,827 
Industrial Conglomerates – 4.0%             
General Electric Co.    487,580        17,090 
Machinery – 0.3%             
Toro Co.    31,600        1,383 
 
    TOTAL INDUSTRIALS            29,300 
 
INFORMATION TECHNOLOGY – 20.9%             
Communications Equipment – 6.1%             
Alcatel SA sponsored ADR (a)(d)    515,300        6,390 
Avaya, Inc. (a)    49,000        523 
CIENA Corp. (a)    3,256,200        9,671 
Corning, Inc. (a)    63,300        1,244 
Finisar Corp. (a)(d)    1,395,824        2,903 
NMS Communications Corp. (a)    180,300        629 
Nokia Corp. sponsored ADR    17,700        324 
Nortel Networks Corp. (a)    560,800        1,716 

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

9 Semiannual Report

Investments (Unaudited) continued             
 
 
 Common Stocks continued             
    Shares    Value (Note 1) 
        (000s) 
 
INFORMATION TECHNOLOGY – continued             
Communications Equipment – continued             
Sonus Networks, Inc. (a)    330,700    $    1,230 
Sycamore Networks, Inc. (a)    330,000        1,426 
            26,056 
Computers & Peripherals – 0.4%             
Dell, Inc. (a)    9,000        270 
Sun Microsystems, Inc. (a)    375,000        1,571 
            1,841 
Internet Software & Services – 0.8%             
aQuantive, Inc. (a)    37,270        941 
Google, Inc. Class A (sub. vtg.) (a)    3,500        1,452 
The Knot, Inc. (a)    11,800        135 
Yahoo!, Inc. (a)    20,921        820 
            3,348 
Semiconductors & Semiconductor Equipment – 4.7%             
Applied Materials, Inc.    106,900        1,918 
Applied Micro Circuits Corp. (a)    770,610        1,980 
ASML Holding NV (NY Shares) (a)    153,420        3,081 
ATI Technologies, Inc. (a)    326,500        5,561 
Intel Corp.    690        17 
Linear Technology Corp.    26,900        970 
LTX Corp. (a)    157,900        711 
Mindspeed Technologies, Inc. (a)    68,366        161 
PMC-Sierra, Inc. (a)    280,529        2,163 
Silicon On Insulator Technologies SA (SOITEC) (a)    18,257        295 
Teradyne, Inc. (a)    232,300        3,385 
Xilinx, Inc.    7,057        178 
            20,420 
Software 8.9%             
Activision, Inc. (a)    257,128        3,533 
Cadence Design Systems, Inc. (a)    230,300        3,897 
Gameloft (a)    32,736        212 
Microsoft Corp.    887,660        23,212 
NDS Group PLC sponsored ADR (a)    22,700        934 
Oracle Corp. (a)    269,300        3,288 

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

Semiannual Report

10

Common Stocks continued             
    Shares    Value (Note 1) 
        (000s) 
 
INFORMATION TECHNOLOGY – continued             
Software – continued             
Take-Two Interactive Software, Inc. (a)    72,800    $    1,289 
THQ, Inc. (a)    76,558        1,826 
            38,191 
 
    TOTAL INFORMATION TECHNOLOGY            89,856 
 
MATERIALS 1.5%             
Metals & Mining – 1.5%             
Apex Silver Mines Ltd. (a)    89,400        1,421 
Newmont Mining Corp.    70,440        3,761 
Placer Dome, Inc.    56,400        1,291 
            6,473 
 
TELECOMMUNICATION SERVICES – 3.5%             
Diversified Telecommunication Services – 2.1%             
AT&T, Inc.    88,500        2,167 
Qwest Communications International, Inc. (a)    70,200        397 
Verizon Communications, Inc.    210,430        6,338 
            8,902 
Wireless Telecommunication Services – 1.4%             
Sprint Nextel Corp.    255,900        5,978 
 
 TOTAL TELECOMMUNICATION SERVICES            14,880 
 
UTILITIES – 0.1%             
Independent Power Producers & Energy Traders – 0.1%             
TXU Corp.    12,200        612 
TOTAL COMMON STOCKS             
 (Cost $405,882)            418,295 
 
Preferred Stocks 0.0%             
 
Convertible Preferred Stocks 0.0%             
 
INFORMATION TECHNOLOGY – 0.0%             
Communications Equipment – 0.0%             
Chorum Technologies, Inc. Series E (a)(e)       6,900        0 

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

11 Semiannual Report

Investments (Unaudited)   continued             
 
 Preferred Stocks continued                 
        Shares    Value (Note 1) 
            (000s) 
Nonconvertible Preferred Stocks  0.0%             
HEALTH CARE – 0.0%                 
Biotechnology – 0.0%                 
GeneProt, Inc. Series A (a)(e)        64,000    $    0 
TOTAL PREFERRED STOCKS                 
 (Cost $452)                0 
 Convertible Bonds 0.7%                 
        Principal         
      Amount (000s)        
INFORMATION TECHNOLOGY – 0.7%                 
Communications Equipment – 0.7%                 
CIENA Corp. 3.75% 2/1/08                                                   $  2,960        2,738 
TOTAL CONVERTIBLE BONDS                 
 (Cost $2,784)                2,738 
 Money Market Funds 3.9%             
      Shares        
Fidelity Cash Central Fund, 4.28% (b)    12,313,832        12,314 
Fidelity Securities Lending Cash Central Fund, 4.35% (b)(c)      4,554,325        4,554 
TOTAL MONEY MARKET FUNDS                 
 (Cost $16,868)                16,868 
TOTAL INVESTMENT PORTFOLIO   101.7%             
 (Cost $425,986)                437,901 
 
NET OTHER ASSETS – (1.7)%                (7,217) 
NET ASSETS 100%            $   430,684 
 
 
 
 
See accompanying notes which are an integral part of the financial statements.         
Semiannual Report    12             

Legend

(a) Non-income producing


(b) Affiliated fund that is available only to

investment companies and other
accounts managed by Fidelity
Investments. The rate quoted is the
annualized seven-day yield of the fund
at period end. A complete unaudited
listing of the fund’s holdings as of its
most recent quarter end is available
upon request.

(c) Investment made with cash collateral

received from securities on loan.

(d) Security or a portion of the security is on

loan at period end.

(e) Restricted securities – Investment in

securities not registered under the
Securities Act of 1933 (excluding 144A
issues). At the end of the period, the
value of restricted securities (excluding
144A issues) amounted to $164,000 or
0.0% of net assets.

Additional information on each holding is as follows:

    Acquisition      Acquisition 
Security    Date    Cost (000s) 
Chorum             
Technologies, Inc.             
Series E    9/19/00    $    104 
GeneProt, Inc.             
Series A    7/7/00    $    348 
Inverness Medical             
Innovations, Inc.    12/14/05    $    159 

Affiliated Central Funds

Information regarding income received by the fund from the affiliated Central funds during the period is as follows:

Fund    Income received 
    (Amounts in thousands) 
Fidelity Cash Central Fund       $    570 
Fidelity Securities Lending Cash Central Fund        122 
Total       $    692 

Other Information

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

United States of America    84.6% 
Switzerland    6.3% 
France    2.3% 
Canada    2.0% 
Israel    1.2% 
Bermuda    1.0% 
Others (individually less than 1%) .    2.6% 
    100.0% 

Income Tax Information

At June 30, 2005, the fund had a capital loss carryforward of approximately $229,083,000 of which $138,992,000 and $90,091,000 will expire on June 30, 2010 and 2011, respectively.

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

13 Semiannual Report

Financial Statements             
 
 
 Statement of Assets and Liabilities             
 Amounts in thousands (except per share amount)        December 31, 2005 (Unaudited) 
 
 Assets             
 Investment in securities, at value (including securities             
     loaned of $4,325) See accompanying schedule:             
     Unaffiliated issuers (cost $409,118)    $    421,033     
     Affiliated Central Funds (cost $16,868)        16,868     
 Total Investments (cost $425,986)        $    437,901 
 Cash            97 
 Receivable for investments sold            2,128 
 Receivable for fund shares sold            146 
 Dividends receivable            333 
 Interest receivable            121 
 Prepaid expenses            2 
 Other receivables            123 
     Total assets            440,851 
 
 Liabilities             
 Payable for investments purchased    $    3,676     
 Payable for fund shares redeemed        1,577     
 Accrued management fee        115     
 Other affiliated payables        112     
 Other payables and accrued expenses        133     
 Collateral on securities loaned, at value        4,554     
     Total liabilities            10,167 
 
 Net Assets        $    430,684 
 Net Assets consist of:             
 Paid in capital        $    637,880 
 Undistributed net investment income            148 
 Accumulated undistributed net realized gain (loss) on             
     investments and foreign currency transactions            (219,199) 
 Net unrealized appreciation (depreciation) on             
     investments and assets and liabilities in foreign             
     currencies            11,855 
 Net Assets, for 37,752 shares outstanding        $    430,684 
 Net Asset Value, offering price and redemption price             
     per share ($430,684 ÷ 37,752 shares)        $    11.41 

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

Semiannual Report

14

Statement of Operations             
Amounts in thousands    Six months ended December 31, 2005 (Unaudited) 
 
Investment Income             
Dividends        $    2,613 
Interest            95 
Income from affiliated Central Funds            692 
   Total income            3,400 
 
Expenses             
Management fee             
   Basic fee                     $    1,275     
   Performance adjustment        (572)     
Transfer agent fees        603     
Accounting and security lending fees        85     
Independent trustees’ compensation        1     
Custodian fees and expenses        62     
Registration fees        8     
Audit        30     
Legal        4     
Miscellaneous        45     
   Total expenses before reductions        1,541     
   Expense reductions        (249)    1,292 
 
Net investment income (loss)            2,108 
Realized and Unrealized Gain (Loss)             
Net realized gain (loss) on:             
   Investment securities:             
   Unaffiliated issuers (net of foreign taxes of $18)    12,148     
   Foreign currency transactions        14     
Total net realized gain (loss)            12,162 
Change in net unrealized appreciation (depreciation)         
   on:             
   Investment securities (net of increase in deferred         
        foreign taxes of $25)        19,774     
Total change in net unrealized appreciation             
   (depreciation)            19,774 
Net gain (loss)            31,936 
Net increase (decrease) in net assets resulting from         
   operations        $    34,044 

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

15 Semiannual Report

Financial Statements continued                 
 
 
 Statement of Changes in Net Assets                 
    Six months ended        Year ended 
    December 31, 2005        June 30, 
 Amounts in thousands    (Unaudited)        2005 
 Increase (Decrease) in Net Assets                 
 Operations                 
     Net investment income (loss)    $    2,108    $    7,836 
     Net realized gain (loss)        12,162        29,781 
     Change in net unrealized appreciation                 
         (depreciation)        19,774        (13,687) 
     Net increase (decrease) in net assets resulting                 
         from operations        34,044        23,930 
 Distributions to shareholders from net investment                 
     income        (5,199)        (6,449) 
 Share transactions                 
     Proceeds from sales of shares        10,334        45,954 
     Reinvestment of distributions        5,074        6,299 
     Cost of shares redeemed        (72,562)        (151,373) 
     Net increase (decrease) in net assets resulting                 
         from share transactions        (57,154)        (99,120) 
     Total increase (decrease) in net assets        (28,309)        (81,639) 
 
 Net Assets                 
     Beginning of period        458,993        540,632 
     End of period (including undistributed net invest-                 
         ment income of $148 and undistributed net in-                 
         vestment income of $3,239, respectively)    $    430,684    $    458,993 
 
 Other Information                 
 Shares                 
     Sold        927        4,366 
     Issued in reinvestment of distributions        451        590 
     Redeemed        (6,516)        (14,295) 
     Net increase (decrease)        (5,138)        (9,339) 

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

Semiannual Report

16

Financial Highlights                                 
    Six months ended                                 
    December 31, 2005      Years ended June 30,     
    (Unaudited)    2005    2004    2003      2002      2001 
Selected Per Share Data                               
Net asset value,                               
   beginning of period .    $ 10.70    $ 10.35    $ 9.40    $ 9.33    $ 11.36    $ 15.84 
Income from Investment                               
   Operations                               
   Net investment                               
       income (loss)D    05    .16E    .07      .04      .03      .02 
   Net realized and un                               
       realized gain (loss)    .79    .32    .93      .06      (2.02)      (2.05) 
   Total from investment                               
       operations    84    .48    1.00      .10      (1.99)      (2.03) 
Distributions from net                               
   investment income    (.13)    (.13)    (.05)      (.03)      (.04)       
Distributions from net                               
   realized gain                              (1.93) 
Distributions in excess of                               
   net realized gain                              (.52) 
   Total distributions    (.13)    (.13)    (.05)      (.03)      (.04)      (2.45) 
Net asset value, end of                               
   period    $ 11.41    $ 10.70    $ 10.35    $ 9.40    9.33    $ 11.36 
Total ReturnB,C    7.87%    4.64%    10.67%    1.11%    (17.56)%    (14.70)% 
Ratios to Average Net AssetsF                               
   Expenses before                               
       reductions    69%A    .81%    .91%    1.17%      1.11%      .95% 
   Expenses net of fee                               
       waivers, if any    69%A    .81%    .91%    1.17%      1.11%      .95% 
   Expenses net of all                               
       reductions    58%A    .70%    .84%      .97%      .99%      .91% 
   Net investment                               
       income (loss)    94%A    1.54%E    .73%      .43%      .32%      .19% 
Supplemental Data                               
   Net assets, end of                               
       period (in millions)    $ 431    $ 459    $ 541    $  690    $  806    $  1,344 
   Portfolio turnover rate    220%A    229%    249%      367%      259%      168% 

A Annualized
B Total returns for periods of less than one year are not annualized.
C Total returns would have been lower had certain expenses not been reduced during the periods shown.
D Calculated based on average shares outstanding during the period.
E Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net
investment income to average net assets would have been 1.13% .
F Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or
reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during
periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but
prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net
expenses paid by the fund.

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

17 Semiannual Report

Notes to Financial Statements

For the period ended December 31, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Discovery 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 fund may invest in affiliated money market central funds (Money Market Central Funds) which are open end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affili ates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require manage ment 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. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open end mutual funds, are valued at their closing net asset value each business day. Short term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securi ties markets, reviewing developments in foreign markets and evaluating the perfor mance of ADRs, futures contracts and exchange traded funds. Because the fund’s utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used cannot be predicted and may be utilized to a significant extent. The

Semiannual Report

18

1. Significant Accounting Policies  continued 

Security Valuation continued
 
   

value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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 trans lated into U.S. dollars at the exchange rate at period end. Purchases and sales of invest ment 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 transac tion date.

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

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

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

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

19 Semiannual Report

Notes to Financial Statements (Unaudited) continued 
(Amounts in thousands except ratios) 
 
1. Significant Accounting Policies continued
 
Income Tax Information and Distributions to Shareholders continued 

Distributions are recorded on the ex dividend date. Income and capital gain distribu tions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales.

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

 Unrealized appreciation    $    27,916 
 Unrealized depreciation        (17,462) 
 Net unrealized appreciation (depreciation) .    $    10,454 
 Cost for federal income tax purposes    $    427,447 
 
2. Operating Policies.         

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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 transac tions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund’s Schedule of Investments.

Semiannual Report

20

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short term securities and U.S. government securities, aggregated $459,641 and $493,381, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment manage ment related services for which the fund pays a monthly management fee. The manage ment fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund’s average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of .20% of the fund’s average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund’s relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .31% 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 ac count. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual ized rate of .27% of average net assets.

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

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Invest ments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $14 for the period.

21 Semiannual Report

Notes to Financial Statements (Unaudited)  continued 
(Amounts in thousands except ratios)     
 
 
5. Committed Line of Credit.     

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the “line of credit”) to be utilized for temporary or emergency purposes to fund share holder 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. On the settlement date of the loan, 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Net income from lending portfolio securities during the period amounted to $122.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $246 for the period. In addition, through arrangements with the fund’s custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund’s expenses. During the period, these credits reduced the fund’s transfer agent expenses by $3.

8. Other.

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

Semiannual Report

22

Proxy Voting Results

A special meeting of the fund’s shareholders was held on November 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1     
To elect a Board of Trustees.A     
    # of    % of 
    Votes    Votes 
Dennis J. Dirks     
Affirmative    6,466,243,048.91    95.846 
Withheld .    280,219,946.87    4.154 
   TOTAL    6,746,462,995.78    100.000 
Albert R. Gamper, Jr.B     
Affirmative    6,459,041,833.49    95.740 
Withheld .    287,421,162.29    4.260 
   TOTAL    6,746,462,995.78    100.000 
Robert M. Gates     
Affirmative    6,441,052,528.46    95.473 
Withheld .    305,410,467.32    4.527 
   TOTAL    6,746,462,995.78    100.000 
George H. Heilmeier     
Affirmative    6,458,026,916.90    95.725 
Withheld .    288,436,078.88    4.275 
   TOTAL    6,746,462,995.78    100.000 
Abigail P. Johnson     
Affirmative    6,427,896,599.31    95.278 
Withheld .    318,566,396.47    4.722 
   TOTAL    6,746,462,995.78    100.000 
Edward C. Johnson 3d     
Affirmative    6,419,116,877.24    95.148 
Withheld .    327,346,118.54    4.852 
   TOTAL    6,746,462,995.78    100.000 
Stephen P. Jonas     
Affirmative    6,459,780,830.40    95.751 
Withheld .    286,682,165.38    4.249 
   TOTAL    6,746,462,995.78    100.000 
Marie L. Knowles     
Affirmative    6,461,769,188.96    95.780 
Withheld .    284,693,806.82    4.220 
   TOTAL    6,746,462,995.78    100.000 

    # of    % of 
    Votes    Votes 
 
Ned C. Lautenbach     
Affirmative    6,460,406,353.14    95.760 
Withheld .    286,056,642.64    4.240 
   TOTAL    6,746,462,995.78    100.000 
 
Marvin L. Mann     
Affirmative    6,440,555,199.19    95.466 
Withheld .    305,907,796.59    4.534 
   TOTAL    6,746,462,995.78    100.000 
 
William O. McCoy     
Affirmative    6,440,823,478.66    95.470 
Withheld .    305,639,517.12    4.530 
   TOTAL    6,746,462,995.78    100.000 
 
Robert L. Reynolds     
Affirmative    6,463,763,182.86    95.810 
Withheld .    282,699,812.92    4.190 
   TOTAL    6,746,462,995.78    100.000 
 
Cornelia M. Small     
Affirmative    6,462,121,463.05    95.785 
Withheld .    284,341,532.73    4.215 
   TOTAL    6,746,462,995.78    100.000 
 
William S. Stavropoulos     
Affirmative    6,453,499,157.83    95.658 
Withheld .    292,963,837.95    4.342 
   TOTAL    6,746,462,995.78    100.000 
Kenneth L. Wolfe     
Affirmative    6,457,041,632.10    95.710 
Withheld .    289,421,363.68    4.290 
   TOTAL    6,746,462,995.78    100.000 

A Denotes trust-wide proposals and voting results.

B Effective on or about January 1, 2006.

23 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Discovery Fund

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

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

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

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

Semiannual Report

24

prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

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

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

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

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24 hour access to

25 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

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

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

Semiannual Report

26


The Board reviewed the fund’s relative investment performance against its Lipper peer group and stated that the performance of the fund was in the second quartile for the one , three , and five year periods. The Board also stated that the relative investment performance of the fund has compared favorably to its benchmark over time, although the fund’s one year cumulative total return was lower than its benchmark.

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

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

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund’s shareholders, particularly in light of the

27 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

Board’s view that the fund’s shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

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

The Board considered two proprietary management fee comparisons for the 12 month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the “Total Mapped Group” and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund’s standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. “TMG %” represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund’s. For example, a TMG % of 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The “Asset Size Peer Group” (ASPG) comparison focuses on a fund’s standing relative to non Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile (“quadrant”) in which the fund’s management fee ranked and the impact of the fund’s performance adjustment, is also included in the chart and considered by the Board.

Semiannual Report

28

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

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

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

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

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

29 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

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

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

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

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

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or

Semiannual Report

30

expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

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

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

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

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

31 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
Fidelity International Investment
Advisor
Fidelity International Investment
Advisor (U.K.) Limited
General Distributor
Fidelity Distributors Corporation
Boston, MA
Transfer and Service Agent
Fidelity Service Company, Inc.
Boston, MA
Custodian
Brown Brothers Harriman & Co.
Boston, MA

The Fidelity Telephone Connection 
Mutual Fund 24-Hour Service 
Exchanges/Redemptions     
 and Account Assistance    1-800-544-6666 
Product Information    1-800-544-6666 
Retirement Accounts    1-800-544-4774 
 (8 a.m. - 9 p.m.)     
TDD Service    1-800-544-0118 
 for the deaf and hearing impaired 
 (9 a.m. - 9 p.m. Eastern time) 
Fidelity Automated Service     
 Telephone (FAST®) (automated phone logo)    1-800-544-5555 
(automated phone logo)  Automated line for quickest service 

CII-USAN-0206
1.787778.102


Fidelity Fifty®

  Semiannual Report
December 31, 2005


Contents         
 
Chairman’s Message    3    Ned Johnson’s message to shareholders. 
Shareholder Expense    4    An example of shareholder expenses. 
Example         
Investment Changes    5    A summary of major shifts in the fund’s 
        investments over the past six months. 
Investments    6    A complete list of the fund’s investments 
        with their market values. 
Financial Statements    12    Statements of assets and liabilities, 
        operations, and changes in net assets, 
        as well as financial highlights. 
Notes    16    Notes to the financial statements. 
Proxy Voting Results    21     
Board Approval of    23     
Investment Advisory         
Contracts and         
Management Fees         

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

Standard & Poor’s, S&P and S&P 500 are registered service marks of The McGraw Hill Companies, Inc.

and have been licensed for use by Fidelity Distributors Corporation.

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


All other marks appearing herein are registered or unregistered trademarks or service marks

of FMR Corp. or an affiliated company.

This report and the financial statements contained herein are submitted for the general information
of the shareholders of the fund. This report is not authorized for distribution to prospective investors
in the fund unless preceded or accompanied by an effective prospectus.
A fund files its complete schedule of portfolio holdings with the SEC for the first and third
quarters of each fiscal year on Form N Q. Forms N Q are available on the SEC’s web site at
http://www.sec.gov. A fund’s Forms N Q may be reviewed and copied at the SEC’s Public Reference
Room in Washington, DC. Information regarding the operation of the SEC’s Public Reference
Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund’s portfolio
holdings, view the most recent quarterly holdings report, semiannual report, or annual report
on Fidelity’s web site at http://www.fidelity.com/holdings.
NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE
Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report 2

Chairman’s Message

(photograph of Edward C. Johnson 3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/ Edward C. Johnson 3d

Edward C. Johnson 3d

3 Semiannual Report

Shareholder Expense Example

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

                    Expenses Paid 
    Beginning    Ending    During Period* 
    Account Value    Account Value    July 1, 2005 to 
    July 1, 2005    December 31, 2005    December 31, 2005 
Actual    $             1,000.00     $    1,140.90    $    4.16 
Hypothetical (5% return per                         
year before expenses)    $             1,000.00     $    1,021.32    $    3.92 

* Expenses are equal to the Fund’s annualized expense ratio of .77%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one half year period).

Semiannual Report

4

Investment Changes         
 
 
 Top Ten Stocks as of December 31, 2005         
    % of fund’s    % of fund’s net assets 
    net assets    6 months ago 
Google, Inc. Class A (sub. vtg.)    5.1    5.8 
Microsoft Corp.    4.7    5.6 
American International Group, Inc.    3.8    2.4 
UnitedHealth Group, Inc.    3.7    3.1 
3M Co.    3.4    1.4 
Infosys Technologies Ltd.    3.3    3.7 
Halliburton Co.    3.2    2.1 
American Express Co.    2.9    4.4 
Seagate Technology    2.8    3.4 
Colgate Palmolive Co.    2.8    1.0 
    35.5     
 Top Five Market Sectors as of December 31, 2005     
    % of fund’s    % of fund’s net assets 
    net assets    6 months ago 
Information Technology    27.4    31.2 
Industrials    15.7    16.5 
Financials    13.1    9.3 
Energy    9.7    6.2 
Consumer Discretionary    9.6    15.4 


5 Semiannual Report

Investments December 31, 2005 (Unaudited) 
Showing Percentage of Net Assets         
 
 Common Stocks 94.6%         
    Shares    Value (Note 1) 
 
CONSUMER DISCRETIONARY – 9.6%         
Diversified Consumer Services – 2.1%         
Sothebys Holdings, Inc. Class A (ltd. vtg.) (a)                                           477,000    $ 8,757,720 
Universal Technical Institute, Inc. (a)                                           326,400    10,098,816 
        18,856,536 
Hotels, Restaurants & Leisure 2.8%         
Carnival Corp. unit                                           254,400    13,602,768 
Kerzner International Ltd. (a)                                           160,250    11,017,188 
        24,619,956 
Internet & Catalog Retail 0.9%         
eBay, Inc. (a)                                           189,400    8,191,550 
Media – 1.4%         
McGraw Hill Companies, Inc.                                           240,600    12,422,178 
Multiline Retail – 1.5%         
Target Corp.                                           246,700    13,561,099 
Specialty Retail – 0.9%         
Volcom, Inc.                                           243,000    8,264,430 
 
   TOTAL CONSUMER DISCRETIONARY        85,915,749 
 
CONSUMER STAPLES 6.4%         
Food & Staples Retailing – 1.6%         
Walgreen Co.                                           320,000    14,163,200 
Household Products – 2.6%         
Colgate-Palmolive Co.                                           434,400    23,826,840 
Personal Products 2.2%         
Avon Products, Inc.                                           464,000    13,247,200 
Herbalife Ltd.                                           192,700    6,266,604 
        19,513,804 
 
    TOTAL CONSUMER STAPLES        57,503,844 
 
ENERGY 9.7%         
Energy Equipment & Services – 6.7%         
Halliburton Co.                                           465,000    28,811,400 
Nabors Industries Ltd. (a)                                           290,700    22,020,525 
Schlumberger Ltd. (NY Shares)                                           100,700    9,783,005 
        60,614,930 
Oil, Gas & Consumable Fuels – 3.0%         
Chesapeake Energy Corp.                                           189,300    6,006,489 
 
See accompanying notes which are an integral part of the financial statements.     
 
Semiannual Report    6     

Common Stocks continued         
    Shares    Value (Note 1) 
 
ENERGY – continued         
Oil, Gas & Consumable Fuels – continued         
EnCana Corp.    236,100    $ 10,674,307 
Valero Energy Corp.    196,800    10,154,880 
        26,835,676 
 
    TOTAL ENERGY        87,450,606 
 
FINANCIALS – 13.1%         
Capital Markets 1.5%         
Ameritrade Holding Corp.    569,350    13,664,400 
Commercial Banks – 1.0%         
Wells Fargo & Co.    141,400    8,884,162 
Consumer Finance – 2.9%         
American Express Co.    493,500    25,395,510 
Insurance – 7.7%         
American International Group, Inc.    501,200    34,196,876 
Aon Corp.    389,100    13,988,145 
Prudential Financial, Inc.    195,600    14,315,964 
XL Capital Ltd. Class A    102,600    6,913,188 
        69,414,173 
 
    TOTAL FINANCIALS        117,358,245 
 
HEALTH CARE – 8.7%         
Health Care Equipment & Supplies – 2.7%         
Alcon, Inc.    46,600    6,039,360 
Baxter International, Inc.    303,700    11,434,305 
ResMed, Inc. (a)    174,000    6,665,940 
        24,139,605 
Health Care Providers & Services – 6.0%         
Henry Schein, Inc. (a)    477,800    20,851,192 
UnitedHealth Group, Inc.    538,200    33,443,748 
        54,294,940 
 
    TOTAL HEALTH CARE        78,434,545 

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

7 Semiannual Report

Investments (Unaudited) continued         
 
 
 Common Stocks continued         
    Shares    Value (Note 1) 
 
INDUSTRIALS – 15.7%         
Aerospace & Defense – 1.9%         
Precision Castparts Corp.    264,100    $ 13,683,021 
Rockwell Collins, Inc.    83,500    3,880,245 
        17,563,266 
Airlines – 3.8%         
AirTran Holdings, Inc. (a)    1,144,530    18,346,816 
Ryanair Holdings PLC sponsored ADR (a)(d)    279,500    15,649,205 
        33,996,021 
Commercial Services & Supplies – 1.2%         
Monster Worldwide, Inc. (a)    258,700    10,560,134 
Construction & Engineering – 1.8%         
Jacobs Engineering Group, Inc. (a)    237,600    16,125,912 
Industrial Conglomerates – 5.1%         
3M Co.    401,000    31,077,500 
General Electric Co.    425,100    14,899,755 
        45,977,255 
Machinery – 1.3%         
Danaher Corp.    202,700    11,306,606 
Trading Companies & Distributors – 0.6%         
WESCO International, Inc. (a)    121,550    5,193,832 
 
    TOTAL INDUSTRIALS        140,723,026 
 
INFORMATION TECHNOLOGY – 27.4%         
Communications Equipment – 2.7%         
Motorola, Inc.    275,800    6,230,322 
Nice Systems Ltd. sponsored ADR (a)    43,200    2,080,512 
QUALCOMM, Inc.    376,300    16,211,004 
        24,521,838 
Computers & Peripherals – 3.4%         
Seagate Technology    1,243,400    24,855,566 
UNOVA, Inc. (a)    166,900    5,641,220 
        30,496,786 
Electronic Equipment & Instruments – 1.3%         
Agilent Technologies, Inc. (a)    347,300    11,561,617 
Internet Software & Services – 6.5%         
Google, Inc. Class A (sub. vtg.) (a)    111,700    46,339,861 
Yahoo!, Inc. (a)    314,900    12,337,782 
        58,677,643 

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

Semiannual Report

8

Common Stocks continued         
    Shares    Value (Note 1) 
 
INFORMATION TECHNOLOGY – continued         
IT Services – 4.3%         
Infosys Technologies Ltd.    444,842    $ 29,628,287 
Paychex, Inc.    236,000    8,996,320 
        38,624,607 
Semiconductors & Semiconductor Equipment – 2.9%         
Maxim Integrated Products, Inc.    320,600    11,618,544 
MEMC Electronic Materials, Inc. (a)    394,400    8,743,848 
Saifun Semiconductors Ltd.    16,100    506,667 
SiRF Technology Holdings, Inc. (a)    180,100    5,366,980 
        26,236,039 
Software 6.3%         
Microsoft Corp.    1,623,700    42,459,755 
NAVTEQ Corp. (a)    320,300    14,051,561 
        56,511,316 
 
 TOTAL INFORMATION TECHNOLOGY        246,629,846 
 
MATERIALS 3.2%         
Chemicals – 1.2%         
Monsanto Co.    139,300    10,799,929 
Metals & Mining – 2.0%         
Carpenter Technology Corp.    260,300    18,343,341 
 
 TOTAL MATERIALS        29,143,270 
 
TELECOMMUNICATION SERVICES – 0.8%         
Wireless Telecommunication Services – 0.8%         
American Tower Corp. Class A (a)    264,200    7,159,820 
TOTAL COMMON STOCKS         
 (Cost $674,346,305)        850,318,951 

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

9 Semiannual Report

Investments (Unaudited)  continued             
 
 Money Market Funds 5.2%                 
           Shares        Value (Note 1)
Fidelity Cash Central Fund, 4.28% (b)        46,348,831        $ 46,348,831 
Fidelity Securities Lending Cash Central Fund, 4.35% (b)(c) .    349,500        349,500 
TOTAL MONEY MARKET FUNDS                 
 (Cost $46,698,331)                46,698,331 
TOTAL INVESTMENT PORTFOLIO  99.8%             
 (Cost $721,044,636)                897,017,282 
 
NET OTHER ASSETS – 0.2%                1,802,142 
NET ASSETS 100%                $ 898,819,424 

Legend

(a) Non-income producing


(b) Affiliated fund that is available only to

investment companies and other
accounts managed by Fidelity
Investments. The rate quoted is the
annualized seven-day yield of the fund
at period end. A complete unaudited
listing of the fund’s holdings as of its
most recent quarter end is available
upon request.

(c) Investment made with cash collateral

received from securities on loan.

(d) Security or a portion of the security is on

loan at period end.

Affiliated Central Funds

Information regarding income received by the fund from the affiliated Central funds during the period is as follows:

Fund        Income received 
Fidelity Cash Central Fund      $  516,461 
Fidelity Securities Lending Cash Central Fund        11,671 
Total      $  528,132 

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

Semiannual Report 10

Other Information

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

United States of America    85.5% 
Cayman Islands    3.5% 
India    3.3% 
Ireland    1.7% 
Panama    1.5% 
Bahamas (Nassau)    1.3% 
Canada    1.2% 
Netherlands Antilles    1.1% 
Others (individually less than 1%) .    0.9% 
    100.0% 

Income Tax Information

At June 30, 2005, the fund had a capital loss carryforward of approximately $19,507,658 of which $6,528,291 and $12,979,367 will expire on June 30, 2011 and 2013, respectively.

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

11 Semiannual Report

Financial Statements             
 
 
 Statement of Assets and Liabilities             
        December 31, 2005 (Unaudited) 
 
Assets             
Investment in securities, at value (including securities             
   loaned of $335,940) See accompanying schedule:             
   Unaffiliated issuers (cost $674,346,305)    $    850,318,951     
   Affiliated Central Funds (cost $46,698,331)        46,698,331     
Total Investments (cost $721,044,636)        $    897,017,282 
Cash            19,740 
Receivable for investments sold            3,612,305 
Receivable for fund shares sold            2,081,351 
Dividends receivable            371,213 
Interest receivable            146,604 
Prepaid expenses            4,008 
Other affiliated receivables            268 
Other receivables            52,216 
   Total assets            903,304,987 
 
Liabilities             
Payable for investments purchased    $    2,148,420     
Payable for fund shares redeemed        1,350,289     
Accrued management fee        335,404     
Other affiliated payables        211,985     
Other payables and accrued expenses        89,965     
Collateral on securities loaned, at value        349,500     
   Total liabilities            4,485,563 
 
Net Assets        $    898,819,424 
Net Assets consist of:             
Paid in capital        $    710,201,063 
Undistributed net investment income            31,320 
Accumulated undistributed net realized gain (loss) on             
   investments and foreign currency transactions            12,615,110 
Net unrealized appreciation (depreciation) on             
   investments and assets and liabilities in foreign             
   currencies            175,971,931 
Net Assets, for 39,541,422 shares outstanding        $    898,819,424 
Net Asset Value, offering price and redemption price per             
   share ($898,819,424 ÷ 39,541,422 shares)        $    22.73 

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

Semiannual Report

12

 Statement of Operations             
Six months ended December 31, 2005 (Unaudited) 
 
Investment Income             
Dividends        $    2,990,620 
Interest            591 
Income from affiliated Central Funds            528,132 
   Total income            3,519,343 
 
Expenses             
Management fee             
   Basic fee    $    2,393,357     
   Performance adjustment        (567,969)     
Transfer agent fees        1,103,721     
Accounting and security lending fees        139,482     
Independent trustees’ compensation        1,816     
Custodian fees and expenses        45,620     
Registration fees        23,155     
Audit        25,080     
Legal        4,634     
Miscellaneous        76,549     
   Total expenses before reductions        3,245,445     
   Expense reductions        (147,225)    3,098,220 
 
Net investment income (loss)            421,123 
Realized and Unrealized Gain (Loss)             
Net realized gain (loss) on:             
   Investment securities:             
        Unaffiliated issuers        42,030,394     
   Foreign currency transactions        12,023     
Total net realized gain (loss)            42,042,417 
Change in net unrealized appreciation (depreciation) on:             
   Investment securities (net of decrease in deferred for-             
        eign taxes of $2,451,888)        67,366,686     
   Assets and liabilities in foreign currencies        (2,521)     
Total change in net unrealized appreciation             
   (depreciation)            67,364,165 
Net gain (loss)            109,406,582 
Net increase (decrease) in net assets resulting from             
   operations        $    109,827,705 
 
 
 
 
See accompanying notes which are an integral part of the financial statements.     
 
                                                                                         13        Semiannual Report 

Financial Statements continued                 
 
 
 Statement of Changes in Net Assets                 
        Six months ended        Year ended 
    December 31, 2005            June 30, 
        (Unaudited)        2005 
Increase (Decrease) in Net Assets                 
Operations                 
   Net investment income (loss)    $    421,123    $    2,939,756 
   Net realized gain (loss)        42,042,417        (14,877,083) 
   Change in net unrealized appreciation (depreciation) .        67,364,165        32,333,566 
   Net increase (decrease) in net assets resulting                 
       from operations        109,827,705        20,396,239 
Distributions to shareholders from net investment income .        (389,278)        (3,465,273) 
Distributions to shareholders from net realized gain        (6,228,446)         
   Total distributions        (6,617,724)        (3,465,273) 
Share transactions                 
   Proceeds from sales of shares        79,177,803        122,958,183 
   Reinvestment of distributions        6,474,021        3,385,192 
   Cost of shares redeemed        (85,104,599)        (274,410,739) 
   Net increase (decrease) in net assets resulting from                 
       share transactions        547,225        (148,067,364) 
Redemption fees        4,419        20,056 
   Total increase (decrease) in net assets        103,761,625        (131,116,342) 
 
Net Assets                 
   Beginning of period        795,057,799        926,174,141 
   End of period (including undistributed net investment                 
       income of $31,320 and accumulated net investment                 
       loss of $525, respectively)    $    898,819,424    $    795,057,799 
 
Other Information                 
Shares                 
   Sold        3,610,740        6,338,234 
   Issued in reinvestment of distributions        282,092        166,267 
   Redeemed        (3,957,112)        (14,165,617) 
   Net increase (decrease)        (64,280)        (7,661,116) 

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

Semiannual Report

14

 Financial Highlights                     
    Six months ended                     
    December 31, 2005             Years ended June 30,   
    (Unaudited)    2005    2004    2003    2002    2001 
Selected Per Share Data                         
Net asset value,                         
   beginning of period         $ 20.07    $ 19.59    $ 17.90    $ 17.19    $ 16.80    $ 21.68 
Income from Investment                         
   Operations                         
   Net investment income                         
       (loss)E                     01    .07F    (.05)    .11    .10    .12 
   Net realized and un                         
       realized gain (loss) .                 2.82    .49    1.77    .73    .36    (1.86) 
   Total from investment                         
       operations                 2.83    .56    1.72    .84    .46    (1.74) 
Distributions from net                         
   investment income                 (.01)    (.08)    (.03)    (.13)    (.08)    (.25) 
Distributions from net                         
   realized gain                 (.16)                    (2.30) 
Distributions in excess of                         
   net realized gain                                         (.60) 
   Total distributions                 (.17)    (.08)    (.03)    (.13)    (.08)    (3.15) 
Redemption fees added                         
   to paid in capitalE                     H    H    H    H    .01    .01 
Net asset value, end of                         
   period         $ 22.73    $ 20.07    $ 19.59    $ 17.90    $ 17.19    $ 16.80 
 
Total ReturnB,C,D    14.09%    2.85%    9.63%    4.98%    2.83%    (8.76)% 
Ratios to Average Net AssetsG                         
   Expenses before                         
       reductions                     77%A    .97%    1.05%    1.08%    1.12%    .95% 
   Expenses net of fee                         
       waivers, if any                     77%A    .97%    1.05%    1.08%    1.12%    .95% 
   Expenses net of all                         
       reductions                     74%A    .92%    .99%    .93%    1.09%    .90% 
   Net investment income                         
       (loss)                     10%A    .35%F    (.29)%    .66%    .61%    .66% 
Supplemental Data                         
   Net assets, end of pe                         
       riod (000 omitted) .         $898,819    $795,058  $926,174  $892,524  $741,446  $429,373 
   Portfolio turnover rate                     91%A    110%    161%    230%    50%    158% 

A Annualized
B Total returns for periods of less than one year are not annualized.
C Total returns would have been lower had certain expenses not been reduced during the periods shown.
D Total returns do not include the effect of the former sales charges.
E Calculated based on average shares outstanding during the period.
F Investment income per share reflects a special dividend which amounted to $.10 per share. Excluding the special dividend, the ratio of net
investment income to average net assets would have been (.14)%.
G Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or
reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during
periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but
prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net
expenses paid by the fund.
H Amount represents less than $.01 per share.

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

15 Semiannual Report

Notes to Financial Statements

For the period ended December 31, 2005 (Unaudited)

1. Significant Accounting Policies.

Fidelity Fifty (the fund) is a non diversified 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 fund’s investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile. The fund may invest in affili ated money market central funds (Money Market Central Funds) which are open end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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 summa rizes the significant accounting policies of the fund:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open end mutual funds, are valued at their closing net asset value each business day. Short term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securi ties markets, reviewing developments in foreign markets and evaluating the perfor mance of ADRs, futures contracts and exchange traded funds. Because the fund’s utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Semiannual Report

16

1. Significant Accounting Policies continued

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

Foreign denominated assets, including investment securities, and liabilities are trans lated into U.S. dollars at the exchange rate at period end. Purchases and sales of invest ment 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 transac tion date.

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

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

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

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

Distributions are recorded on the ex dividend date. Income and capital gain distribu tions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

17 Semiannual Report

Notes to Financial Statements (Unaudited) continued 
 
1. Significant Accounting Policies continued
 
Income Tax Information and Distributions to Shareholders continued 

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

Book tax differences are primarily due to foreign currency transactions, deferred trus tees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation    $    185,645,796 
Unrealized depreciation        (10,134,409) 
Net unrealized appreciation (depreciation)    $    175,511,387 
Cost for federal income tax purposes    $    721,505,895 

Short Term Trading (Redemption) Fees. Shares held in the fund less than 30 days are subject to a redemption fee equal to .75% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short term securities and U.S. government securities, aggregated $371,140,745 and $396,830,222, respectively.

Semiannual Report

18

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment manage ment related services for which the fund pays a monthly management fee. The manage ment fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund’s average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of .20% of the fund’s average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund’s relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .43% of the fund’s average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund’s transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset based fees that vary according to account size and type of ac count. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual ized rate of .26% of average net assets.

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

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Invest ments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $7,065 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the “line of credit”) to be utilized for temporary or emergency purposes to fund share holder 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.

19 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. On the settlement date of the loan, 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund’s Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Net income from lending portfolio securities during the period amounted to $11,671.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $136,431 for the period. In addition, through arrangements with the fund’s transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund’s expenses. During the period, these credits reduced the fund’s transfer agent expenses by $10,794.

8. Other.

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

Semiannual Report

20

Proxy Voting Results

A special meeting of the fund’s shareholders was held on November 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1     
To elect a Board of Trustees.A     
    # of    % of 
    Votes    Votes 
Dennis J. Dirks     
Affirmative    6,466,243,048.91    95.846 
Withheld .    280,219,946.87    4.154 
   TOTAL    6,746,462,995.78    100.000 
Albert R. Gamper, Jr.B     
Affirmative    6,459,041,833.49    95.740 
Withheld .    287,421,162.29    4.260 
   TOTAL    6,746,462,995.78    100.000 
Robert M. Gates     
Affirmative    6,441,052,528.46    95.473 
Withheld .    305,410,467.32    4.527 
   TOTAL    6,746,462,995.78    100.000 
George H. Heilmeier     
Affirmative    6,458,026,916.90    95.725 
Withheld .    288,436,078.88    4.275 
   TOTAL    6,746,462,995.78    100.000 
Abigail P. Johnson     
Affirmative    6,427,896,599.31    95.278 
Withheld .    318,566,396.47    4.722 
   TOTAL    6,746,462,995.78    100.000 
Edward C. Johnson 3d     
Affirmative    6,419,116,877.24    95.148 
Withheld .    327,346,118.54    4.852 
   TOTAL    6,746,462,995.78    100.000 
Stephen P. Jonas     
Affirmative    6,459,780,830.40    95.751 
Withheld .    286,682,165.38    4.249 
   TOTAL    6,746,462,995.78    100.000 
Marie L. Knowles     
Affirmative    6,461,769,188.96    95.780 
Withheld .    284,693,806.82    4.220 
   TOTAL    6,746,462,995.78    100.000 

    # of    % of 
    Votes    Votes 
 
Ned C. Lautenbach     
Affirmative    6,460,406,353.14    95.760 
Withheld .    286,056,642.64    4.240 
   TOTAL    6,746,462,995.78    100.000 
 
Marvin L. Mann     
Affirmative    6,440,555,199.19    95.466 
Withheld .    305,907,796.59    4.534 
   TOTAL    6,746,462,995.78    100.000 
 
William O. McCoy     
Affirmative    6,440,823,478.66    95.470 
Withheld .    305,639,517.12    4.530 
   TOTAL    6,746,462,995.78    100.000 
 
Robert L. Reynolds     
Affirmative    6,463,763,182.86    95.810 
Withheld .    282,699,812.92    4.190 
   TOTAL    6,746,462,995.78    100.000 
 
Cornelia M. Small     
Affirmative    6,462,121,463.05    95.785 
Withheld .    284,341,532.73    4.215 
   TOTAL    6,746,462,995.78    100.000 
 
William S. Stavropoulos     
Affirmative    6,453,499,157.83    95.658 
Withheld .    292,963,837.95    4.342 
   TOTAL    6,746,462,995.78    100.000 
Kenneth L. Wolfe     
Affirmative    6,457,041,632.10    95.710 
Withheld .    289,421,363.68    4.290 
   TOTAL    6,746,462,995.78    100.000 

21 Semiannual Report

Proxy Voting Results - continued

PROPOSAL 2         
To change Fidelity Fifty from a diver- 
sified to a non-diversified fund.     
 
Fidelity Fifty         
    # of       % of 
    Votes     Votes 
Affirmative    293,717,896.98    69.635 
Against    90,371,041.62    21.425 
Abstain    30,116,312.09    7.140 
Broker Non         
Votes    7,593,718.32    1.800 
TOTAL    421,798,969.01    100.000 

A Denotes trust-wide proposals and voting results.
B Effective on or about January 1, 2006.

Semiannual Report 22

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Fifty

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

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

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

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

23 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

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

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

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

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24 hour access to

Semiannual Report

24

account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

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

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

25 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued


The Board reviewed the fund’s relative investment performance against its Lipper peer group and stated that the performance of the fund was in the third quartile for the one year period, the first quartile for the three year period and the second quartile for the five year period. The Board also stated that the relative investment performance of the fund has compared favorably to its benchmark over time, although the fund’s one year cumulative total return was lower than its benchmark.

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

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

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services

Semiannual Report

26

provided by Fidelity will benefit the fund’s shareholders, particularly in light of the Board’s view that the fund’s shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

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

The Board considered two proprietary management fee comparisons for the 12 month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the “Total Mapped Group” and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund’s standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. “TMG %” represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund’s. For example, a TMG % of 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The “Asset Size Peer Group” (ASPG) comparison focuses on a fund’s standing relative to non Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile (“quadrant”) in which the fund’s management fee ranked and the impact of the fund’s performance adjustment, is also included in the chart and considered by the Board.

27 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

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

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

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

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

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

Semiannual Report

28

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

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

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

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

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or

29 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

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

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

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

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

Semiannual Report

30

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.



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.

* 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 guar anteed 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.

31 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
Fidelity International Investment Advisors
Fidelity International Investment Advisors
(U.K.) Limited
General Distributor
Fidelity Distributors Corporation
Boston, MA
Transfer and Service Agent
Fidelity Service Company, Inc.
Boston, MA
Custodian
Citibank, N.A.
New York, NY

The Fidelity Telephone Connection 
Mutual Fund 24-Hour Service 
Exchanges/Redemptions     
 and Account Assistance    1-800-544-6666 
Product Information    1-800-544-6666 
Retirement Accounts    1-800-544-4774 
 (8 a.m. - 9 p.m.)     
TDD Service    1-800-544-0118 
 for the deaf and hearing impaired 
 (9 a.m. - 9 p.m. Eastern time) 
Fidelity Automated Service     
 Telephone (FAST®) (automated phone logo)    1-800-544-5555 
(automated phone logo)  Automated line for quickest service 

FIF USAN-0206
1.787779.102


Fidelity®
Fund

  Semiannual Report
December 31, 2005


Contents         
 
Chairman’s Message    3    Ned Johnson’s message to shareholders. 
Shareholder Expense    4    An example of shareholder expenses. 
Example         
 
Investment Changes    5    A summary of major shifts in the fund’s 
        investments over the past six months. 
 
Investments    6    A complete list of the fund’s investments 
        with their market values. 
 
Financial Statements    15    Statements of assets and liabilities, 
        operations, and changes in net assets, 
        as well as financial highlights. 
Notes    19    Notes to the financial statements. 
Proxy Voting Results    25     
Board Approval of    26     
Investment Advisory         
Contracts and         
Management Fees         

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

Standard & Poor’s, S&P and S&P 500 are registered service marks of The McGraw Hill Companies,

Inc. and have been licensed for use by Fidelity Distributors Corporation.

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


All other marks appearing herein are registered or unregistered trademarks or service marks

of FMR Corp. or an affiliated company.

  This report and the financial statements contained herein are submitted for the general information
of the shareholders of the fund. This report is not authorized for distribution to prospective investors
in the fund unless preceded or accompanied by an effective prospectus.
A fund files its complete schedule of portfolio holdings with the SEC for the first and third
quarters of each fiscal year on Form N Q. Forms N Q are available on the SEC’s web site at
http://www.sec.gov. A fund’s Forms N Q may be reviewed and copied at the SEC’s Public Reference
Room in Washington, DC. Information regarding the operation of the SEC’s Public Reference
Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund’s portfolio
holdings, view the most recent quarterly holdings report, semiannual report, or annual report
on Fidelity’s web site at http://www.fidelity.com/holdings.
NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE
Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report 2

Chairman’s Message

(photograph of Edward C. Johnson 3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/ Edward C. Johnson 3d

Edward C. Johnson 3d

3 Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2005 to December 31, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

                    Expenses Paid
        Beginning   Ending   During Period*
        Account Value   Account Value   July 1, 2005 to
        July 1, 2005   December 31, 2005   December 31, 2005
Actual    $               1,000.00    $    1,077.00    $    3.14 
Hypothetical (5% return per year                         
   before expenses)    $               1,000.00    $    1,022.18    $    3.06 

* Expenses are equal to the Fund’s annualized expense ratio of .60%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one half year period).

Semiannual Report

4

Investment Changes         
 
 
 Top Ten Stocks as of December 31, 2005         
    % of fund’s   % of fund’s net assets
    net assets   6 months ago
General Electric Co.    3.1    4.8 
American International Group, Inc.    3.1    1.6 
Roche Holding AG (participation certificate)    2.4    2.1 
American Express Co.    2.4    2.5 
McGraw Hill Companies, Inc.    2.3    1.9 
Google, Inc. Class A (sub. vtg.)    2.3    0.5 
Merrill Lynch & Co., Inc.    2.2    1.7 
Altria Group, Inc.    2.1    1.8 
Bank of America Corp.    2.0    1.4 
Staples, Inc.    2.0    2.0 
    23.9     
 
Top Five Market Sectors as of December 31, 2005 
   
    % of fund’s   % of fund’s net assets
    net assets   6 months ago
Financials    23.1    15.5 
Information Technology    15.5    17.1 
Health Care    14.7    14.4 
Consumer Discretionary    11.8    12.3 
Industrials    10.3    15.0 


5 Semiannual Report

Investments December 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks 100.2%

    Shares   Value (Note 1)
        (000s)
 
CONSUMER DISCRETIONARY – 11.8%             
Auto Components 0.3%             
Johnson Controls, Inc.    336,900    $    24,563 
Hotels, Restaurants & Leisure 0.8%             
Carnival Corp. unit    622,085        33,263 
Starwood Hotels & Resorts Worldwide, Inc. unit    613,100        39,153 
            72,416 
Household Durables – 3.0%             
D.R. Horton, Inc.    1,644,700        58,765 
Fortune Brands, Inc.    1,558,200        121,571 
Garmin Ltd. (d)    705,500        46,810 
KB Home    845,900        61,463 
            288,609 
Internet & Catalog Retail 0.5%             
eBay, Inc. (a)    1,061,200        45,897 
Media – 3.1%             
Grupo Televisa SA de CV (CPO) sponsored ADR    474,700        38,213 
Lamar Advertising Co. Class A (a)    786,416        36,285 
McGraw Hill Companies, Inc.    4,256,200        219,748 
            294,246 
Multiline Retail – 1.6%             
Federated Department Stores, Inc.    2,317,000        153,687 
Specialty Retail – 2.5%             
Circuit City Stores, Inc.    1,052,700        23,780 
Lowe’s Companies, Inc.    382,400        25,491 
Staples, Inc.    8,398,150        190,722 
            239,993 
 
 TOTAL CONSUMER DISCRETIONARY            1,119,411 
 
CONSUMER STAPLES 9.3%             
Beverages – 2.2%             
PepsiCo, Inc.    2,858,590        168,885 
Pernod Ricard SA    215,600        37,622 
            206,507 
Food & Staples Retailing – 1.7%             
CVS Corp.    2,981,100        78,761 
Walgreen Co.    1,846,400        81,722 
            160,483 

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

Semiannual Report

6

Common Stocks continued             
    Shares   Value (Note 1)
          (000s)
 
CONSUMER STAPLES – continued             
Food Products 2.2%             
Kellogg Co.    1,549,500    $    66,969 
Lindt & Spruengli AG (participation certificate)    13,324        22,683 
Nestle SA (Reg.)    415,422        124,247 
            213,899 
Household Products – 1.1%             
Colgate-Palmolive Co.    354,200        19,428 
Procter & Gamble Co.    1,536,744        88,947 
            108,375 
Tobacco 2.1%             
Altria Group, Inc.    2,643,800        197,545 
 
    TOTAL CONSUMER STAPLES            886,809 
 
ENERGY 8.7%             
Energy Equipment & Services – 3.8%             
Baker Hughes, Inc.    810,400        49,256 
BJ Services Co.    256,200        9,395 
GlobalSantaFe Corp.    634,500        30,551 
Halliburton Co.    1,699,100        105,276 
Nabors Industries Ltd. (a)    406,000        30,755 
Schlumberger Ltd. (NY Shares)    1,362,600        132,377 
            357,610 
Oil, Gas & Consumable Fuels – 4.9%             
Amerada Hess Corp.    336,400        42,662 
Burlington Resources, Inc.    60,200        5,189 
Canadian Natural Resources Ltd.    508,800        25,222 
Chesapeake Energy Corp.    440,600        13,980 
ConocoPhillips    836,692        48,679 
Devon Energy Corp.    691,200        43,228 
EOG Resources, Inc.    263,000        19,296 
Exxon Mobil Corp.    905,400        50,856 
Kerr-McGee Corp.    209,200        19,008 
Occidental Petroleum Corp.    705,500        56,355 
Total SA sponsored ADR    188,800        23,864 
Valero Energy Corp.    2,280,400        117,669 
            466,008 
 
    TOTAL ENERGY            823,618 

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

7 Semiannual Report

Investments (Unaudited) continued             
 
 
 Common Stocks continued             
    Shares   Value (Note 1)
        (000s)
 
FINANCIALS – 23.1%             
Capital Markets 5.7%             
Ameritrade Holding Corp.    451,800    $    10,843 
Goldman Sachs Group, Inc.    1,265,100        161,566 
Janus Capital Group, Inc.    2,137,800        39,827 
Merrill Lynch & Co., Inc.    3,148,400        213,241 
Nomura Holdings, Inc. sponsored ADR    2,301,800        44,241 
State Street Corp.    289,300        16,039 
UBS AG (Reg.)    572,740        54,496 
            540,253 
Commercial Banks – 4.0%             
Bank of America Corp.    4,234,765        195,434 
Mizuho Financial Group, Inc.    4,389        34,842 
Standard Chartered PLC (United Kingdom)    3,286,162        73,262 
Wells Fargo & Co.    1,262,000        79,291 
            382,829 
Consumer Finance – 3.6%             
American Express Co.    4,388,292        225,822 
SLM Corp.    2,148,350        118,353 
            344,175 
Insurance – 6.7%             
AFLAC, Inc.    1,797,200        83,426 
American International Group, Inc.    4,296,500        293,150 
Genworth Financial, Inc. Class A (non-vtg.)    1,471,400        50,881 
Hartford Financial Services Group, Inc.    1,033,100        88,733 
The Chubb Corp.    345,600        33,748 
XL Capital Ltd. Class A    1,339,600        90,262 
            640,200 
Real Estate 2.2%             
AvalonBay Communities, Inc.    478,300        42,688 
Equity Residential (SBI)    605,000        23,668 
Mitsubishi Estate Co. Ltd.    2,783,000        57,829 
Mitsui Fudosan Co. Ltd.    3,468,000        70,445 
United Dominion Realty Trust, Inc. (SBI)    423,200        9,920 
            204,550 

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

Semiannual Report

8

Common Stocks continued             
    Shares   Value (Note 1)
        (000s)
 
FINANCIALS – continued             
Thrifts & Mortgage Finance – 0.9%             
Freddie Mac    312,500    $    20,422 
Golden West Financial Corp., Delaware    978,500        64,581 
            85,003 
 
    TOTAL FINANCIALS            2,197,010 
 
HEALTH CARE – 14.7%             
Biotechnology – 2.6%             
Amgen, Inc. (a)    1,822,200        143,699 
Biogen Idec, Inc. (a)    990,800        44,913 
MedImmune, Inc. (a)    999,400        34,999 
ONYX Pharmaceuticals, Inc. (a)(d)    749,500        21,556 
            245,167 
Health Care Equipment & Supplies – 4.3%             
Becton, Dickinson & Co.    1,681,700        101,037 
C.R. Bard, Inc.    2,134,000        140,673 
Hospira, Inc. (a)    874,600        37,415 
Nobel Biocare Holding AG (Switzerland)    89,626        19,712 
St. Jude Medical, Inc. (a)    2,283,000        114,607 
            413,444 
Health Care Providers & Services – 2.7%             
Aetna, Inc.    549,400        51,814 
Cardinal Health, Inc.    362,600        24,929 
UnitedHealth Group, Inc.    2,834,500        176,136 
            252,879 
Pharmaceuticals – 5.1%             
Johnson & Johnson    1,085,900        65,263 
Novartis AG sponsored ADR    2,184,100        114,622 
Roche Holding AG (participation certificate)    1,535,696        230,588 
Wyeth    1,620,040        74,635 
            485,108 
 
    TOTAL HEALTH CARE            1,396,598 
 
INDUSTRIALS – 10.3%             
Aerospace & Defense – 5.4%             
BAE Systems PLC    3,346,369        21,992 
EADS NV    1,660,679        62,715 
Goodrich Corp.    618,400        25,416 

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

9 Semiannual Report

Investments (Unaudited)  continued             
 
 
 Common Stocks continued                 
        Shares   Value (Note 1)
            (000s)
 
INDUSTRIALS – continued                 
Aerospace & Defense – continued                 
Honeywell International, Inc.        3,667,900    $    136,629 
Lockheed Martin Corp.        719,030        45,752 
Meggitt PLC        5,462,847        34,045 
Rolls Royce Group PLC        4,141,400        30,479 
The Boeing Co.        2,261,700        158,862 
                515,890 
Electrical Equipment – 0.5%                 
ABB Ltd. (Reg.) (a)        4,641,274        45,035 
Industrial Conglomerates – 3.5%                 
General Electric Co.        8,377,226        293,620 
Smiths Group PLC        1,891,500        34,061 
                327,681 
Machinery – 0.8%                 
ITT Industries, Inc.        727,500        74,802 
Road & Rail 0.1%                 
Laidlaw International, Inc.        564,710        13,118 
 
    TOTAL INDUSTRIALS                976,526 
 
INFORMATION TECHNOLOGY – 15.5%                 
Communications Equipment – 4.2%                 
Corning, Inc. (a)        2,149,100        42,251 
Juniper Networks, Inc. (a)        809,535        18,053 
Motorola, Inc.        6,816,700        153,989 
Nokia Corp. sponsored ADR        1,257,000        23,003 
QUALCOMM, Inc.        3,774,572        162,609 
                399,905 
Computers & Peripherals – 3.4%                 
Apple Computer, Inc. (a)        2,545,000        182,960 
Hewlett-Packard Co.        838,300        24,001 
International Business Machines Corp.        173,800        14,286 
Network Appliance, Inc. (a)        2,574,500        69,512 
Sun Microsystems, Inc. (a)        8,928,200        37,409 
                328,168 
Electronic Equipment & Instruments – 0.8%             
Amphenol Corp. Class A        1,626,600        71,993 

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

Semiannual Report

10

Common Stocks continued             
    Shares   Value (Note 1)
        (000s)
 
INFORMATION TECHNOLOGY – continued             
Internet Software & Services – 3.8%             
Google, Inc. Class A (sub. vtg.) (a)    526,700    $    218,507 
Yahoo!, Inc. (a)    3,532,720        138,412 
            356,919 
Office Electronics – 0.2%             
Canon, Inc.    410,800        24,167 
Semiconductors & Semiconductor Equipment – 1.5%             
Applied Materials, Inc.    1,621,600        29,092 
Freescale Semiconductor, Inc. Class B (a)    1,535,197        38,641 
Intel Corp.    2,959,295        73,864 
            141,597 
Software 1.6%             
Citrix Systems, Inc. (a)    1,938,334        55,785 
Cognos, Inc. (a)    872,200        30,423 
Microsoft Corp.    2,363,800        61,813 
            148,021 
 
    TOTAL INFORMATION TECHNOLOGY            1,470,770 
 
MATERIALS 5.4%             
Chemicals – 4.6%             
Ecolab, Inc.    2,539,500        92,108 
Monsanto Co.    2,459,427        190,679 
Praxair, Inc.    2,853,676        151,131 
            433,918 
Containers & Packaging – 0.6%             
Owens Illinois, Inc. (a)    2,575,700        54,193 
Metals & Mining – 0.2%             
Newmont Mining Corp.    384,500        20,532 
 
    TOTAL MATERIALS            508,643 
 
TELECOMMUNICATION SERVICES – 0.6%             
Diversified Telecommunication Services – 0.6%             
AT&T, Inc.    1,269,900        31,100 
Verizon Communications, Inc.    813,300        24,497 
            55,597 

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

11 Semiannual Report

Investments (Unaudited) continued             
 
 
 Common Stocks continued                 
        Shares   Value (Note 1)
            (000s)
 
UTILITIES – 0.8%                 
Independent Power Producers & Energy Traders – 0.1%             
TXU Corp.        282,600    $    14,184 
Multi-Utilities – 0.7%                 
Dominion Resources, Inc.        554,000        42,769 
PG&E Corp.        635,100        23,575 
                66,344 
 
    TOTAL UTILITIES                80,528 
 
TOTAL COMMON STOCKS                 
 (Cost $8,265,390)                9,515,510 
 
 Nonconvertible Preferred Stocks  0.0%             
 
HEALTH CARE – 0.0%                 
Biotechnology – 0.0%                 
GeneProt, Inc. Series A (a)(e)        710,000        1 
INDUSTRIALS – 0.0%                 
Aerospace & Defense – 0.0%                 
Rolls Royce Group PLC Series B        107,394,360        190 
TOTAL NONCONVERTIBLE PREFERRED STOCKS             
 (Cost $4,046)                191 

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

Semiannual Report

12

Money Market Funds 1.3%                 
        Shares       Value (Note 1)
                (000s)
Fidelity Cash Central Fund, 4.28% (b)        84,694,476       $    84,694 
Fidelity Securities Lending Cash Central Fund,             
   4.35% (b)(c)        41,743,250        41,743 
TOTAL MONEY MARKET FUNDS                 
 (Cost $126,437)                126,437 
TOTAL INVESTMENT PORTFOLIO  101.5%             
 (Cost $8,395,873)                9,642,138 
 
NET OTHER ASSETS – (1.5)%                (139,292) 
NET ASSETS 100%            $    9,502,846 

Legend

(a) Non-income producing


(b) Affiliated fund that is available only to

investment companies and other
accounts managed by Fidelity
Investments. The rate quoted is the
annualized seven-day yield of the fund
at period end. A complete unaudited
listing of the fund’s holdings as of its
most recent quarter end is available
upon request.

(c) Investment made with cash collateral

received from securities on loan.

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

(e) Restricted securities – Investment in

securities not registered under the
Securities Act of 1933 (excluding 144A
issues). At the end of the period, the
value of restricted securities (excluding
144A issues) amounted to $1,000 or
0.0% of net assets.

Additional information on each holding is as follows:

    Acquisition   Acquisition
Security    Date   Cost (000s)
GeneProt, Inc.             
Series A    7/7/00    $    3,866 

Affiliated Central Funds

Information regarding income received by the fund from the affiliated Central funds during the period is as follows:

Fund    Income received
    (Amounts in thousands)
Fidelity Cash Central Fund    $    1,070 
Fidelity Securities Lending Cash Central Fund        491 
Total    $    1,561 

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

13 Semiannual Report

Investments (Unaudited) continued

Other Information

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

United States of America    84.0% 
Switzerland    6.4% 
Japan    2.4% 
United Kingdom    2.0% 
Netherlands Antilles    1.4% 
Others (individually less than 1%) .    3.8% 
    100.0% 

Income Tax Information

At June 30, 2005, the fund had a capital loss carryforward of approximately $1,653,800,000 of which $557,393,000 and $1,096,407,000 will expire on June 30, 2010 and 2011, respectively.

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

Semiannual Report 14

Financial Statements             
 
 
 Statement of Assets and Liabilities             
Amounts in thousands (except per share amount)        December 31, 2005 (Unaudited) 
 
Assets             
Investment in securities, at value (including securities             
   loaned of $41,740) See accompanying schedule:             
   Unaffiliated issuers (cost $8,269,436)    $    9,515,701     
   Affiliated Central Funds (cost $126,437)        126,437     
Total Investments (cost $8,395,873)        $    9,642,138 
Receivable for fund shares sold            6,589 
Dividends receivable            10,980 
Interest receivable            226 
Prepaid expenses            51 
Other affiliated receivables            92 
Other receivables            810 
   Total assets            9,660,886 
 
Liabilities             
Payable to custodian bank    $    1,424     
Payable for fund shares redeemed        109,533     
Accrued management fee        2,907     
Other affiliated payables        2,041     
Other payables and accrued expenses        392     
Collateral on securities loaned, at value        41,743     
   Total liabilities            158,040 
 
Net Assets        $    9,502,846 
Net Assets consist of:             
Paid in capital        $    9,440,386 
Distributions in excess of net investment income            (899) 
Accumulated undistributed net realized gain (loss) on             
   investments and foreign currency transactions            (1,182,901) 
Net unrealized appreciation (depreciation) on             
   investments and assets and liabilities in foreign             
   currencies            1,246,260 
Net Assets, for 298,610 shares outstanding        $    9,502,846 
Net Asset Value, offering price and redemption price per             
   share ($9,502,846 ÷ 298,610 shares)        $    31.82 

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

15 Semiannual Report

Financial Statements  continued         
 
 
 Statement of Operations             
Amounts in thousands    Six months ended December 31, 2005 (Unaudited) 
 
Investment Income             
Dividends        $    60,994 
Interest            24 
Income from affiliated Central Funds            1,561 
   Total income            62,579 
 
Expenses             
Management fee    $    17,807     
Transfer agent fees        10,504     
Accounting and security lending fees        622     
Independent trustees’ compensation        22     
Appreciation in deferred trustee compensation account    10     
Custodian fees and expenses        166     
Registration fees        20     
Audit        54     
Legal        41     
Interest        86     
Miscellaneous        380     
   Total expenses before reductions        29,712     
   Expense reductions        (1,902)    27,810 
 
Net investment income (loss)            34,769 
Realized and Unrealized Gain (Loss)         
Net realized gain (loss) on:             
   Investment securities:             
       Unaffiliated issuers        509,263     
   Foreign currency transactions        106     
Total net realized gain (loss)            509,369 
Change in net unrealized appreciation (depreciation) on:         
   Investment securities        185,691     
   Assets and liabilities in foreign currencies    (4)     
Total change in net unrealized appreciation         
   (depreciation)            185,687 
Net gain (loss)            695,056 
Net increase (decrease) in net assets resulting from         
   operations        $    729,825 

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

Semiannual Report

16

Statement of Changes in Net Assets                 
    Six months ended       Year ended
    December 31, 2005       June 30,
Amounts in thousands    (Unaudited)       2005
Increase (Decrease) in Net Assets                 
Operations                 
   Net investment income (loss)    $    34,769    $    157,377 
   Net realized gain (loss)        509,369        394,671 
   Change in net unrealized appreciation (depreciation) .        185,687        (82,643) 
   Net increase (decrease) in net assets resulting                 
       from operations        729,825        469,405 
Distributions to shareholders from net investment income .        (64,470)        (136,110) 
Share transactions                 
   Proceeds from sales of shares        289,884        1,123,020 
   Reinvestment of distributions        61,324        129,470 
   Cost of shares redeemed        (1,692,049)        (1,906,926) 
   Net increase (decrease) in net assets resulting from                 
       share transactions        (1,340,841)        (654,436) 
   Total increase (decrease) in net assets        (675,486)        (321,141) 
 
Net Assets                 
   Beginning of period        10,178,332        10,499,473 
   End of period (including distributions in excess of net                 
       investment income of $899 and undistributed net                 
       investment income of $28,802, respectively)    $    9,502,846    $    10,178,332 
 
Other Information                 
Shares                 
   Sold        9,437        38,805 
   Issued in reinvestment of distributions        2,011        4,442 
   Redeemed        (55,118)        (65,414) 
   Net increase (decrease)        (43,670)        (22,167) 

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

17 Semiannual Report

Financial Highlights                     
    Six months ended                    
    December 31, 2005   Years ended June 30,
    (Unaudited)   2005   2004   2003   2002   2001
Selected Per Share Data                         
Net asset value,                         
   beginning of period .    $ 29.74    $ 28.81    $ 24.46    $ 25.03    $ 31.84    $ 41.81 
Income from Investment                         
   Operations                         
   Net investment                         
       income (loss)D    11    .44E    .24    .21    .23    .19 
   Net realized and un                         
       realized gain (loss)    2.17    .87    4.35    (.57)    (6.83)    (4.72) 
   Total from investment                         
       operations    2.28    1.31    4.59    (.36)    (6.60)    (4.53) 
Distributions from net                         
   investment income    (.20)    (.38)    (.24)    (.21)    (.21)    (.21) 
Distributions in excess of                         
   net investment income                        (.03) 
Distributions from net                         
   realized gain                        (2.87) 
Distributions in excess of                         
   net realized gain                        (2.33) 
   Total distributions    (.20)    (.38)    (.24)    (.21)    (.21)    (5.44) 
Net asset value, end of                         
   period    $ 31.82    $ 29.74    $ 28.81    $ 24.46    $ 25.03    $ 31.84 
Total ReturnB,C    7.70%    4.58%    18.81%    (1.36)%    (20.78)%    (11.76)% 
Ratios to Average Net AssetsF                     
   Expenses before                         
       reductions    60%A    .60%    .61%    .63%    .59%    .56% 
   Expenses net of fee                         
       waivers, if any    60%A    .60%    .61%    .63%    .59%    .56% 
   Expenses net of all                         
       reductions    56%A    .57%    .59%    .61%    .53%    .51% 
   Net investment                         
       income (loss)    70%A    1.52%E    .89%    .93%    .82%    .55% 
Supplemental Data                         
   Net assets, end of                         
       period (in millions)    $ 9,503    $10,178    $10,499    $ 9,335    $10,486    $14,294 
   Portfolio turnover rate    71%A    74%    53%    32%    155%    217% 

A Annualized
B Total returns for periods of less than one year are not annualized.
C Total returns would have been lower had certain expenses not been reduced during the periods shown.
D Calculated based on average shares outstanding during the period.
E Investment income per share reflects a special dividend which amounted to $.12 per share. Excluding the special dividend, the ratio of net
investment income to average net assets would have been 1.09% .
F Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or
reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during
periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but
prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net
expenses paid by the fund.

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

Semiannual Report

18

Notes to Financial Statements

For the period ended December 31, 2005 (Unaudited)

(Amounts in thousands except ratios)

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 manage ment investment company organized as a Massachusetts business trust. The fund may invest in affiliated money market central funds (Money Market Central Funds) which are open end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affili ates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require manage ment 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. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open end mutual funds, are valued at their closing net asset value each business day. Short term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securi ties markets, reviewing developments in foreign markets and evaluating the perfor mance of ADRs, futures contracts and exchange traded funds. Because the fund’s utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

19 Semiannual Report

Notes to Financial Statements (Unaudited) continued 
(Amounts in thousands except ratios) 
 
 
1. Significant Accounting Policies continued 

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

Foreign denominated assets, including investment securities, and liabilities are trans lated into U.S. dollars at the exchange rate at period end. Purchases and sales of invest ment 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 transac tion date.

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result,

Semiannual Report

20

1. Significant Accounting Policies continued     

Income Tax Information and Distributions to Shareholders
  continued 

no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund’s understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex dividend date. Income and capital gain distribu tions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book tax differences are primarily due to foreign currency transactions, deferred trus tees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation    $    1,408,758 
Unrealized depreciation        (191,462) 
Net unrealized appreciation (depreciation)    $    1,217,296 
Cost for federal income tax purposes    $    8,424,842 
 
2. Operating Policies.         

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

21 Semiannual Report

Notes to Financial Statements (Unaudited)  continued 
(Amounts in thousands except ratios)     
 
 
2. Operating Policies continued     

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short term securities and U.S. government securities, aggregated $3,476,197 and $4,767,725, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment manage ment related services for which the fund pays a monthly management fee. The manage ment fee is the sum of an individual fund fee rate that is based on an annual rate of .09% of the fund’s average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .36% 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 ac count. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual ized rate of .21% of average net assets.

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

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Invest ments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Semiannual Report

22

4. Fees and Other Transactions with Affiliates continued

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $78 for the period.

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 affiliated funds. At period end, there were no interfund loans outstanding. The fund’s activity in this program during the period for which loans were outstanding was as follows:

        Average Daily   Weighted Average       Interest
Borrower or Lender        Loan Balance   Interest Rate       Expense
Borrower      $ 37,622    4.10%    $                   86 
 
5. Committed Line of Credit.             

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the “line of credit”) to be utilized for temporary or emergency purposes to fund share holder 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. On the settlement date of the loan, 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund’s Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Net income from lending portfolio securities during the period amounted to $491.

23 Semiannual Report

Notes to Financial Statements (Unaudited)  continued 
(Amounts in thousands except ratios)     
 
 
7. Expense Reductions.     

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $1,738 for the period. In addition, through arrangements with the fund’s custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund’s expenses. During the period, these credits reduced the fund’s custody and transfer agent expenses by $3 and $161, respectively.

8. Other.

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

The Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 21% of the total outstanding shares of the fund.

Semiannual Report

24

Proxy Voting Results

A special meeting of the fund’s shareholders was held on November 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1     
To elect a Board of Trustees.A     
    # of    % of 
    Votes    Votes 
Dennis J. Dirks     
Affirmative    6,466,243,048.91    95.846 
Withheld .    280,219,946.87    4.154 
   TOTAL    6,746,462,995.78    100.000 
Albert R. Gamper, Jr.B     
Affirmative    6,459,041,833.49    95.740 
Withheld .    287,421,162.29    4.260 
   TOTAL    6,746,462,995.78    100.000 
Robert M. Gates     
Affirmative    6,441,052,528.46    95.473 
Withheld .    305,410,467.32    4.527 
   TOTAL    6,746,462,995.78    100.000 
George H. Heilmeier     
Affirmative    6,458,026,916.90    95.725 
Withheld .    288,436,078.88    4.275 
   TOTAL    6,746,462,995.78    100.000 
Abigail P. Johnson     
Affirmative    6,427,896,599.31    95.278 
Withheld .    318,566,396.47    4.722 
   TOTAL    6,746,462,995.78    100.000 
Edward C. Johnson 3d     
Affirmative    6,419,116,877.24    95.148 
Withheld .    327,346,118.54    4.852 
   TOTAL    6,746,462,995.78    100.000 
Stephen P. Jonas     
Affirmative    6,459,780,830.40    95.751 
Withheld .    286,682,165.38    4.249 
   TOTAL    6,746,462,995.78    100.000 
Marie L. Knowles     
Affirmative    6,461,769,188.96    95.780 
Withheld .    284,693,806.82    4.220 
   TOTAL    6,746,462,995.78    100.000 

    # of    % of 
    Votes    Votes 
 
Ned C. Lautenbach     
Affirmative    6,460,406,353.14    95.760 
Withheld .    286,056,642.64    4.240 
   TOTAL    6,746,462,995.78    100.000 
 
Marvin L. Mann     
Affirmative    6,440,555,199.19    95.466 
Withheld .    305,907,796.59    4.534 
   TOTAL    6,746,462,995.78    100.000 
 
William O. McCoy     
Affirmative    6,440,823,478.66    95.470 
Withheld .    305,639,517.12    4.530 
   TOTAL    6,746,462,995.78    100.000 
 
Robert L. Reynolds     
Affirmative    6,463,763,182.86    95.810 
Withheld .    282,699,812.92    4.190 
   TOTAL    6,746,462,995.78    100.000 
 
Cornelia M. Small     
Affirmative    6,462,121,463.05    95.785 
Withheld .    284,341,532.73    4.215 
   TOTAL    6,746,462,995.78    100.000 
 
William S. Stavropoulos     
Affirmative    6,453,499,157.83    95.658 
Withheld .    292,963,837.95    4.342 
   TOTAL    6,746,462,995.78    100.000 
Kenneth L. Wolfe     
Affirmative    6,457,041,632.10    95.710 
Withheld .    289,421,363.68    4.290 
   TOTAL    6,746,462,995.78    100.000 

A Denotes trust-wide proposals and voting results.
B Effective on or about January 1, 2006.

25 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Fund

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

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

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

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

Semiannual Report

26

prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

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

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

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

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24 hour access to

27 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

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

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

Semiannual Report

28


The Board reviewed the fund’s relative investment performance against its Lipper peer group and stated that the performance of the fund was in the fourth quartile for the one and five year periods and the third quartile for the three year period. The Board also stated that the relative investment performance of the fund was lower than its bench mark over time. The Board discussed with FMR actions to be taken by FMR to improve the fund’s disappointing performance.

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

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund’s management fee and total expenses compared to “mapped groups” of competitive funds and classes. Fidelity creates “mapped groups” by combining similar Lipper investment objective categories that have comparable management fee

29 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

characteristics. Combining Lipper investment objective categories aids the Board’s management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12 month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the “Total Mapped Group” and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund’s standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. “TMG %” represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund’s. For example, a TMG % of 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The “Asset Size Peer Group” (ASPG) comparison focuses on a fund’s standing relative to non Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile (“quadrant”) in which the fund’s management fee ranked, is also included in the chart and considered by the Board.

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

Semiannual Report

30

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

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

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

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

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

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

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

PricewaterhouseCoopers LLP (PwC), independent registered accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board’s assessment of the results of Fidelity’s profitability analysis. PwC’s engagement includes the review and assessment of Fidelity’s methodologies used in determining the revenues and expenses attributable to Fidelity’s mutual fund business, and completion of agreed upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC’s

31 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity’s profitabil ity methodologies are reasonable in all material respects.

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

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information regarding (i) equity fund transfer agency fees; (ii) Fidelity’s fund profitability methodology and the impact of various changes in the methodology over

Semiannual Report

32

time; (iii) benefits to shareholders from economies of scale; (iv) composition and characteristics of various fund and industry data used in comparisons; and (v) com pensation of portfolio managers and research analysts.

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

33 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.



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.


* 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 guar anteed 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 34

To Write Fidelity

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


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

Fidelity Investments

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


  Buying shares

Fidelity Investments

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

Overnight Express

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

Selling shares


Fidelity Investments

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

Overnight Express

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

General Correspondence


Fidelity Investments

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


  Buying shares

Fidelity Investments

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

Selling shares


Fidelity Investments

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

Overnight Express

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

General Correspondence


Fidelity Investments

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

35 Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ
7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA
1411 Chapin Avenue
Burlingame, CA
851 East Hamilton Avenue
Campbell, CA
19200 Von Karman Avenue
Irvine, CA
601 Larkspur Landing Circle
Larkspur, CA
10100 Santa Monica Blvd.
Los Angeles, CA
27101 Puerta Real
Mission Viejo, CA
73 575 El Paseo
Palm Desert, CA
251 University Avenue
Palo Alto, CA
123 South Lake Avenue
Pasadena, CA
16995 Bernardo Ctr. Drive
Rancho Bernardo, CA
1740 Arden Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
8 Montgomery Street
San Francisco, CA
3793 State Street
Santa Barbara, CA
21701 Hawthorne Boulevard
Torrance, CA
2001 North Main Street
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA

Colorado
1625 Broadway
Denver, CO
9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL
121 Alhambra Plaza
Coral Gables, FL
2948 N. Federal Highway
Ft. Lauderdale, FL
1907 West State Road 434
Longwood, FL
8880 Tamiami Trail, North
Naples, FL
3550 Tamiami Trail, South
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, FL
2465 State Road 7
Wellington, FL
3501 PGA Boulevard
West Palm Beach, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL
875 North Michigan Ave.
Chicago, IL
1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL
3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD
One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA
155 Congress Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
405 Cochituate Road
Framingham, MA
416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI
280 Old N. Woodward Ave.
Birmingham, MI
43420 Grand River Avenue
Novi, MI
29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Semiannual Report 36

Nevada
2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ
56 South Street
Morristown, NJ
396 Route 17, North
Paramus, NJ
3518 Route 1 North
Princeton, NJ
530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY
37 West Jericho Turnpike
Huntington Station, NY
1271 Avenue of the Americas
New York, NY
61 Broadway
New York, NY
350 Park Avenue
New York, NY
200 Fifth Avenue
New York, NY
733 Third Avenue
New York, NY
11 Penn Plaza
New York, NY
2070 Broadway
New York, NY
1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH
1324 Polaris Parkway
Columbus, OH
28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania
600 West DeKalb Pike
King of Prussia, PA
1735 Market Street
Philadelphia, PA
12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX
4001 Northwest Parkway
Dallas, TX
12532 Memorial Drive
Houston, TX
2701 Drexel Drive
Houston, TX
6500 N. MacArthur Blvd.
Irving, TX
6005 West Park Boulevard
Plano, TX
14100 San Pedro
San Antonio, TX
1576 East Southlake Blvd.
Southlake, TX
19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA
1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

37 Semiannual Report

37

Semiannual Report

38

39 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
Fidelity International Investment
Advisors
Fidelity International Investment
Advisors (U.K.) Limited
General Distributor
Fidelity Distributors Corporation
Boston, MA
Transfer and Service Agent
Fidelity Service Company, Inc.
Boston, MA
Custodian
The Northern Trust Company
Chicago, IL

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 phone logo)   1-800-544-5555 
(automated phone logo)  Automated line for quickest service 

FID-USAN-0206
1.787780.102


Fidelity®
Growth & Income II
Portfolio

Semiannual Report
December 31, 2005


Contents         
 
 Chairman’s Message    3    Ned Johnson’s message to shareholders. 
 Shareholder Expense    4    An example of shareholder expenses. 
 Example         
 Investment Changes    5    A summary of major shifts in the fund’s 
        investments over the past six months. 
 Investments    6    A complete list of the fund’s investments 
        with their market values. 
 Financial Statements    16    Statements of assets and liabilities, 
        operations, and changes in net assets, 
        as well as financial highlights. 
 Notes    20    Notes to the financial statements. 
 Proxy Voting Results    25     
 Board Approval of    26     
 Investment Advisory         
 Contracts and         
 Management Fees         

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

Standard & Poor’s, S&P and S&P 500 are registered service marks of The McGraw Hill Companies, Inc.

and have been licensed for use by Fidelity Distributors Corporation.

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


All other marks appearing herein are registered or unregistered trademarks or service marks

of FMR Corp. or an affiliated company.

This report and the financial statements contained herein are submitted for the general information
of the shareholders of the fund. This report is not authorized for distribution to prospective investors
in the fund unless preceded or accompanied by an effective prospectus.
A fund files its complete schedule of portfolio holdings with the SEC for the first and third
quarters of each fiscal year on Form N Q. Forms N Q are available on the SEC’s web site at
http://www.sec.gov. A fund’s Forms N Q may be reviewed and copied at the SEC’s Public Reference
Room in Washington, DC. Information regarding the operation of the SEC’s Public Reference
Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund’s portfolio
holdings, view the most recent quarterly holdings report, semiannual report, or annual report
on Fidelity’s web site at http://www.fidelity.com/holdings.
NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE
Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report 2

Chairman’s Message

(photograph of Edward C. Johnson 3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/ Edward C. Johnson 3d

Edward C. Johnson 3d

3 Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2005 to December 31, 2005).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

                    Expense Paid 
    Beginning    Ending    During Period* 
    Account Value    Account Value    July 1 2005 to 
    July 1, 2005    December 31, 2005    December 31, 2005 
Actual    $             1,000.00    $    1,118.70     $    4.65 
Hypothetical (5% return per                         
year before expenses)    $             1,000.00    $    1,020.82     $    4.43 

* Expenses are equal to the Fund’s annualized expense ratio of .87%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one half year period).

Semiannual Report

4

Investment Changes         
 
 
 Top Ten Stocks as of December 31, 2005         
    % of fund’s    % of fund’s net assets 
    net assets    6 months ago 
Microsoft Corp.    4.4    3.1 
General Electric Co.    4.1    0.0 
American International Group, Inc.    3.2    3.2 
Johnson & Johnson    2.2    0.0 
Exxon Mobil Corp.    2.2    3.9 
UnitedHealth Group, Inc.    2.0    1.0 
Bank of America Corp.    1.9    0.0 
Wachovia Corp.    1.5    0.0 
Altria Group, Inc.    1.4    1.8 
United Technologies Corp.    1.4    0.0 
    24.3     
 
Top Five Market Sectors as of December 31, 2005 
   
    % of fund’s    % of fund’s net assets 
    net assets    6 months ago 
Financials    19.2    17.9 
Information Technology    18.4    17.4 
Health Care    15.8    7.7 
Industrials    13.4    7.0 
Consumer Discretionary    9.0    14.7 


5 Semiannual Report

Investments December 31, 2005 (Unaudited) 
Showing Percentage of Net Assets             
 
 Common Stocks 95.8%             
    Shares   Value (Note 1) 
 
CONSUMER DISCRETIONARY – 9.0%             
Hotels, Restaurants & Leisure 1.4%             
Ctrip.com International Ltd. sponsored ADR    2,000    $    115,500 
Kerzner International Ltd. (a)    5,100        350,625 
Marriott International, Inc. Class A    6,500        435,305 
Sonic Corp. (a)    18,800        554,600 
Starbucks Corp. (a)    20,200        606,202 
Wendy’s International, Inc.    7,600        419,976 
Wynn Resorts Ltd. (a)    4,106        225,214 
            2,707,422 
Household Durables – 0.7%             
Sharp Corp.    81,000        1,232,467 
Internet & Catalog Retail 0.7%             
eBay, Inc. (a)    25,900        1,120,175 
Expedia, Inc. (a)    6,700        160,532 
            1,280,707 
Media – 2.4%             
CCE Spinco, Inc. (a)    1,250        16,375 
Clear Channel Communications, Inc.    10,000        314,500 
E.W. Scripps Co. Class A    20,500        984,410 
Lamar Advertising Co. Class A (a)    8,700        401,418 
News Corp. Class A    17,600        273,680 
Time Warner, Inc.    51,800        903,392 
Univision Communications, Inc. Class A (a)    22,600        664,214 
Walt Disney Co.    24,400        584,868 
XM Satellite Radio Holdings, Inc. Class A (a)    10,700        291,896 
            4,434,753 
Multiline Retail – 0.9%             
Dollar General Corp.    16,200        308,934 
JCPenney Co., Inc.    9,400        522,640 
Target Corp.    16,600        912,502 
            1,744,076 
Specialty Retail – 2.9%             
Bed Bath & Beyond, Inc. (a)    14,900        538,635 
Best Buy Co., Inc.    21,400        930,472 
Chico’s FAS, Inc. (a)    1,200        52,716 
Home Depot, Inc.    30,800        1,246,784 
Lowe’s Companies, Inc.    9,400        626,604 
PETsMART, Inc.    18,800        482,408 
 
 
 
See accompanying notes which are an integral part of the financial statements.         
 
Semiannual Report    6         

Common Stocks continued         
    Shares    Value (Note 1) 
 
CONSUMER DISCRETIONARY – continued         
Specialty Retail – continued         
Staples, Inc.    45,343    $ 1,029,740 
Tiffany & Co., Inc.    14,700    562,863 
        5,470,222 
 
 TOTAL CONSUMER DISCRETIONARY        16,869,647 
 
CONSUMER STAPLES 5.5%         
Beverages – 0.8%         
PepsiCo, Inc.    24,600    1,453,368 
Food & Staples Retailing – 0.8%         
CVS Corp.    30,500    805,810 
Safeway, Inc.    9,400    222,404 
Wal-Mart Stores, Inc.    10,600    496,080 
        1,524,294 
Food Products 1.1%         
Bunge Ltd.    9,700    549,117 
Corn Products International, Inc.    3,100    74,059 
Nestle SA sponsored ADR    18,700    1,397,825 
        2,021,001 
Household Products – 1.4%         
Colgate-Palmolive Co.    39,900    2,188,515 
Procter & Gamble Co.    7,600    439,888 
        2,628,403 
Tobacco 1.4%         
Altria Group, Inc.    35,730    2,669,746 
 
    TOTAL CONSUMER STAPLES        10,296,812 
 
ENERGY 8.8%         
Energy Equipment & Services – 5.1%         
Cooper Cameron Corp. (a)    49,200    2,036,880 
ENSCO International, Inc.    28,600    1,268,410 
Halliburton Co.    34,900    2,162,404 
Nabors Industries Ltd. (a)    9,000    681,750 
Schlumberger Ltd. (NY Shares)    27,300    2,652,195 
Smith International, Inc.    3,400    126,174 
Weatherford International Ltd. (a)    17,600    637,120 
        9,564,933 

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

7 Semiannual Report

Investments (Unaudited) continued             
 
 
 Common Stocks continued             
    Shares    Value (Note 1) 
 
ENERGY – continued             
Oil, Gas & Consumable Fuels – 3.7%             
ConocoPhillips    16,000    $    930,880 
Exxon Mobil Corp.    71,400        4,010,538 
Peabody Energy Corp.    7,200        593,424 
Valero Energy Corp.    26,400        1,362,240 
            6,897,082 
 
    TOTAL ENERGY            16,462,015 
 
FINANCIALS – 19.2%             
Capital Markets 3.3%             
Ameriprise Financial, Inc.    16,000        656,000 
Ameritrade Holding Corp.    14,000        336,000 
Charles Schwab Corp.    16,400        240,588 
Franklin Resources, Inc.    3,700        347,837 
Goldman Sachs Group, Inc.    7,700        983,367 
Investors Financial Services Corp.    13,100        482,473 
Merrill Lynch & Co., Inc.    22,000        1,490,060 
Nomura Holdings, Inc. sponsored ADR    26,800        515,096 
State Street Corp.    21,800        1,208,592 
            6,260,013 
Commercial Banks – 5.2%             
Bank of America Corp.    76,800        3,544,320 
Mitsui Trust Holdings, Inc.    15,000        180,145 
Mizuho Financial Group, Inc.    11        87,325 
Nishi-Nippon City Bank Ltd.    40,000        238,836 
Standard Chartered PLC (United Kingdom)    28,100        626,463 
Sumitomo Mitsui Financial Group, Inc.    30        318,053 
Wachovia Corp.    52,800        2,791,008 
Wells Fargo & Co.    31,000        1,947,730 
            9,733,880 
Consumer Finance – 0.7%             
American Express Co.    13,800        710,148 
Capital One Financial Corp.    7,800        673,920 
            1,384,068 
Diversified Financial Services – 0.7%             
Citigroup, Inc.    22,900        1,111,337 
NETeller PLC (a)    14,900        188,536 
            1,299,873 

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

Semiannual Report

8

Common Stocks continued             
    Shares   Value (Note 1) 
 
FINANCIALS – continued             
Insurance – 7.2%             
AFLAC, Inc.    6,500    $    301,730 
American International Group, Inc.    87,830        5,992,641 
Endurance Specialty Holdings Ltd.    7,497        268,767 
Everest Re Group Ltd.    6,500        652,275 
Fidelity National Financial, Inc.    22,300        820,417 
Fidelity National Title Group, Inc. Class A    8,200        199,670 
Hartford Financial Services Group, Inc.    20,100        1,726,389 
National Financial Partners Corp.    10,800        567,540 
PartnerRe Ltd.    3,100        203,577 
Prudential Financial, Inc.    12,600        922,194 
PXRE Group Ltd.    24,200        313,632 
W.R. Berkley Corp.    10,400        495,248 
XL Capital Ltd. Class A    17,200        1,158,936 
            13,623,016 
Real Estate 0.4%             
Equity Residential (SBI)    14,100        551,592 
Vornado Realty Trust    1,900        158,593 
            710,185 
Thrifts & Mortgage Finance – 1.7%             
Freddie Mac    12,200        797,270 
Golden West Financial Corp., Delaware    18,000        1,188,000 
Hudson City Bancorp, Inc.    48,100        582,972 
Washington Mutual, Inc.    13,900        604,650 
            3,172,892 
 
    TOTAL FINANCIALS            36,183,927 
 
HEALTH CARE – 15.8%             
Biotechnology – 3.5%             
Affymetrix, Inc. (a)    27,000        1,289,250 
Amgen, Inc. (a)    26,100        2,058,246 
Biogen Idec, Inc. (a)    9,100        412,503 
Cephalon, Inc. (a)(d)    7,266        470,401 
Genentech, Inc. (a)    100        9,250 
ImClone Systems, Inc. (a)    2,900        99,296 
Invitrogen Corp. (a)    16,000        1,066,240 
MedImmune, Inc. (a)    7,000        245,140 
Protein Design Labs, Inc. (a)    26,900        764,498 
Serono SA sponsored ADR    7,200        142,992 
            6,557,816 

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

9 Semiannual Report

Investments (Unaudited) continued             
 
 
 Common Stocks continued             
    Shares   Value (Note 1) 
 
HEALTH CARE – continued             
Health Care Equipment & Supplies – 2.2%             
Alcon, Inc.    4,400    $    570,240 
Baxter International, Inc.    23,600        888,540 
Becton, Dickinson & Co.    16,100        967,288 
Cooper Companies, Inc.    9,400        482,220 
DJ Orthopedics, Inc. (a)    5,100        140,658 
Medtronic, Inc.    9,300        535,401 
Millipore Corp. (a)    1,000        66,040 
St. Jude Medical, Inc. (a)    5,900        296,180 
Zimmer Holdings, Inc. (a)    3,400        229,296 
            4,175,863 
Health Care Providers & Services – 3.7%             
Aetna, Inc.    7,500        707,325 
American Healthways, Inc. (a)    3,500        158,375 
American Retirement Corp. (a)    4,100        103,033 
Brookdale Senior Living, Inc.    2,100        62,601 
Cardinal Health, Inc.    9,000        618,750 
Emdeon Corp. (a)    15,400        130,284 
Henry Schein, Inc. (a)    24,600        1,073,544 
IMS Health, Inc.    11,600        289,072 
UnitedHealth Group, Inc.    61,600        3,827,824 
            6,970,808 
Pharmaceuticals – 6.4%             
Johnson & Johnson    69,300        4,164,930 
Novartis AG sponsored ADR    16,600        871,168 
Pfizer, Inc.    96,400        2,248,048 
Roche Holding AG (participation certificate)    9,648        1,448,668 
Schering-Plough Corp.    22,400        467,040 
Sepracor, Inc. (a)    5,000        258,000 
Teva Pharmaceutical Industries Ltd. sponsored ADR    12,700        546,227 
Wyeth    43,300        1,994,831 
            11,998,912 
 
    TOTAL HEALTH CARE            29,703,399 
 
INDUSTRIALS – 13.4%             
Aerospace & Defense – 3.6%             
Aviall, Inc. (a)    28,500        820,800 
EDO Corp.    15,200        411,312 
Goodrich Corp.    5,900        242,490 
Honeywell International, Inc.    54,000        2,011,500 

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

Semiannual Report

10

Common Stocks continued             
    Shares   Value (Note 1) 
 
INDUSTRIALS – continued             
Aerospace & Defense – continued             
The Boeing Co.    8,800    $    618,112 
United Technologies Corp.    47,600        2,661,316 
            6,765,530 
Air Freight & Logistics – 1.0%             
Expeditors International of Washington, Inc.    5,146        347,406 
FedEx Corp.    15,400        1,592,206 
            1,939,612 
Airlines – 0.3%             
Southwest Airlines Co.    36,400        598,052 
Commercial Services & Supplies – 0.3%             
Aramark Corp. Class B    10,600        294,468 
Robert Half International, Inc.    4,900        185,661 
            480,129 
Construction & Engineering – 0.7%             
McDermott International, Inc. (a)    30,800        1,373,988 
Electrical Equipment – 0.0%             
Evergreen Solar, Inc. (a)    7,000        74,550 
Industrial Conglomerates – 5.3%             
3M Co.    23,200        1,798,000 
General Electric Co.    217,800        7,633,890 
Tyco International Ltd.    16,200        467,532 
            9,899,422 
Machinery – 1.0%             
Danaher Corp.    13,300        741,874 
Deere & Co.    9,600        653,856 
Pentair, Inc.    12,900        445,308 
            1,841,038 
Road & Rail 1.2%             
Laidlaw International, Inc.    19,400        450,662 
Landstar System, Inc.    5,600        233,744 
Norfolk Southern Corp.    36,400        1,631,812 
            2,316,218 
 
    TOTAL INDUSTRIALS            25,288,539 
 
INFORMATION TECHNOLOGY – 18.4%             
Communications Equipment – 3.6%             
Alcatel SA sponsored ADR (a)    26,900        333,560 

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

11 Semiannual Report

Investments (Unaudited)  continued         
 
 
 Common Stocks continued             
        Shares   Value (Note 1) 
 
INFORMATION TECHNOLOGY – continued         
Communications Equipment – continued             
Cisco Systems, Inc. (a)        76,300    $ 1,306,256 
Comverse Technology, Inc. (a)        9,000    239,310 
Corning, Inc. (a)        80,500    1,582,630 
Juniper Networks, Inc. (a)        25,800    575,340 
Motorola, Inc.        41,700    942,003 
QUALCOMM, Inc.        30,800    1,326,864 
Research In Motion Ltd. (a)        6,300    415,918 
            6,721,881 
Computers & Peripherals – 2.6%             
Apple Computer, Inc. (a)        19,200    1,380,288 
Dell, Inc. (a)        48,100    1,442,519 
EMC Corp. (a)        108,900    1,483,218 
Hewlett-Packard Co.        800    22,904 
NEC Corp. sponsored ADR        9,000    55,710 
Seagate Technology        13,400    267,866 
Sun Microsystems, Inc. (a)        76,200    319,278 
            4,971,783 
Electronic Equipment & Instruments – 0.5%         
Agilent Technologies, Inc. (a)        22,994    765,470 
Symbol Technologies, Inc.        17,100    219,222 
            984,692 
Internet Software & Services – 1.6%             
Akamai Technologies, Inc. (a)        2,000    39,860 
China Finance Online Co. Ltd. ADR (a)        6,700    43,952 
Google, Inc. Class A (sub. vtg.) (a)        3,900    1,617,954 
Yahoo! Japan Corp        133    201,917 
Yahoo!, Inc. (a)        25,900    1,014,762 
            2,918,445 
IT Services – 1.0%             
First Data Corp.        20,200    868,802 
Paychex, Inc.        24,300    926,316 
            1,795,118 
Semiconductors & Semiconductor Equipment – 4.0%         
Altera Corp. (a)        22,600    418,778 
Analog Devices, Inc.        19,900    713,813 
ASML Holding NV (NY Shares) (a)        35,200    706,816 
Entegris, Inc. (a)        11,600    109,272 
Freescale Semiconductor, Inc. Class A (a)        35,500    894,245 
Intel Corp.        106,500    2,658,240 

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

Semiannual Report

12

Common Stocks continued             
    Shares    Value (Note 1) 
 
INFORMATION TECHNOLOGY – continued             
Semiconductors & Semiconductor Equipment – continued             
Lam Research Corp. (a)    13,500    $    481,680 
Microchip Technology, Inc.    12,400        398,660 
National Semiconductor Corp.    29,800        774,204 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR    9,800        97,118 
Teradyne, Inc. (a)    16,700        243,319 
            7,496,145 
Software 5.1%             
BEA Systems, Inc. (a)    30,500        286,700 
Cognos, Inc. (a)    9,300        324,386 
FileNET Corp. (a)    100        2,585 
Microsoft Corp.    317,000        8,289,549 
Oracle Corp. (a)    27,000        329,670 
Symantec Corp. (a)    23,400        409,500 
            9,642,390 
 
    TOTAL INFORMATION TECHNOLOGY            34,530,454 
 
MATERIALS 3.2%             
Chemicals – 1.9%             
Ashland, Inc.    21,100        1,221,690 
Monsanto Co.    11,300        876,089 
Praxair, Inc.    28,000        1,482,880 
            3,580,659 
Containers & Packaging – 0.2%             
Smurfit-Stone Container Corp. (a)    27,000        382,590 
Metals & Mining – 1.1%             
Alcoa, Inc.    18,800        555,916 
Newmont Mining Corp.    29,000        1,548,600 
            2,104,516 
 
    TOTAL MATERIALS            6,067,765 
 
TELECOMMUNICATION SERVICES – 1.5%             
Diversified Telecommunication Services – 0.6%             
AT&T, Inc.    35,400        866,946 
Qwest Communications International, Inc. (a)    68,300        385,895 
            1,252,841 

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

13 Semiannual Report

Investments (Unaudited)  continued             
 
 
 Common Stocks continued                 
        Shares   Value (Note 1) 
 
TELECOMMUNICATION SERVICES – continued             
Wireless Telecommunication Services – 0.9%             
Nextel Partners, Inc. Class A (a)        27,600    $    771,144 
Sprint Nextel Corp.        37,741        881,630 
                1,652,774 
 
   TOTAL TELECOMMUNICATION SERVICES            2,905,615 
 
UTILITIES – 1.0%                 
Independent Power Producers & Energy Traders – 0.6%             
TXU Corp.        21,800        1,094,142 
Multi-Utilities – 0.4%                 
Public Service Enterprise Group, Inc.        12,500        812,125 
 
   TOTAL UTILITIES                1,906,267 
 
TOTAL COMMON STOCKS                 
 (Cost $171,332,442)            180,214,440 
 
 Money Market Funds 4.4%                 
 
Fidelity Cash Central Fund, 4.28% (b)        7,827,687        7,827,687 
Fidelity Securities Lending Cash Central Fund,             
   4.35% (b)(c)        394,500        394,500 
TOTAL MONEY MARKET FUNDS                 
 (Cost $8,222,187)            8,222,187 
 
TOTAL INVESTMENT PORTFOLIO  100.2%             
 (Cost $179,554,629)            188,436,627 
 
NET OTHER ASSETS – (0.2)%                (442,331) 
NET ASSETS 100%            $ 187,994,296 

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

Semiannual Report

14

Legend

(a) Non-income producing


(b) Affiliated fund that is available only to

investment companies and other
accounts managed by Fidelity
Investments. The rate quoted is the
annualized seven-day yield of the fund
at period end. A complete unaudited
listing of the fund’s holdings as of its
most recent quarter end is available
upon request.

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

(d) Security or a portion of the security is on

loan at period end.

Affiliated Central Funds

Information regarding income received by the fund from the affiliated Central funds during the period is as follows:

Fund        Income received 
Fidelity Cash Central Fund      $  89,372 
Fidelity Securities Lending Cash Central Fund        1,636 
Total      $  91,008 

Income Tax Information

At June 30, 2005, the fund had a capital loss carryforward of approximately $13,122,169 all of which will expire on June 30, 2011.

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

15 Semiannual Report

Financial Statements             
 
 
 Statement of Assets and Liabilities             
        December 31, 2005 (Unaudited) 
Assets             
Investment in securities, at value (including securities             
   loaned of $388,440) See accompanying schedule:             
   Unaffiliated issuers (cost $171,332,442)    $    180,214,440     
   Affiliated Central Funds (cost $8,222,187)        8,222,187     
Total Investments (cost $179,554,629)        $    188,436,627 
Cash            10,387 
Receivable for fund shares sold            221,159 
Dividends receivable            172,824 
Interest receivable            26,502 
Prepaid expenses            897 
Other receivables            33,711 
   Total assets            188,902,107 
 
Liabilities             
Payable for fund shares redeemed    $    346,530     
Accrued management fee        74,525     
Other affiliated payables        50,537     
Other payables and accrued expenses        41,719     
Collateral on securities loaned, at value        394,500     
   Total liabilities            907,811 
 
Net Assets        $    187,994,296 
Net Assets consist of:             
Paid in capital        $    178,790,190 
Undistributed net investment income            15,551 
Accumulated undistributed net realized gain (loss) on             
   investments and foreign currency transactions            306,557 
Net unrealized appreciation (depreciation) on             
   investments            8,881,998 
Net Assets, for 18,504,868 shares outstanding        $    187,994,296 
Net Asset Value, offering price and redemption price per             
   share ($187,994,296 ÷ 18,504,868 shares)        $    10.16 

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

Semiannual Report

16

 Statement of Operations             
Six months ended December 31, 2005 (Unaudited) 
Investment Income             
Dividends        $    927,977 
Interest            17,651 
Income from affiliated Central Funds            91,008 
   Total income            1,036,636 
 
Expenses             
Management fee    $    433,750     
Transfer agent fees        266,477     
Accounting and security lending fees        34,627     
Independent trustees’ compensation        404     
Custodian fees and expenses        21,247     
Registration fees        7,799     
Audit        21,365     
Legal        1,294     
Miscellaneous        18,893     
   Total expenses before reductions        805,856     
   Expense reductions        (60,522)    745,334 
 
Net investment income (loss)            291,302 
Realized and Unrealized Gain (Loss)             
Net realized gain (loss) on:             
   Investment securities:             
        Unaffiliated issuers        16,925,952     
   Foreign currency transactions        (16,028)     
Total net realized gain (loss)            16,909,924 
Change in net unrealized appreciation (depreciation) on:             
   Investment securities        3,416,670     
   Assets and liabilities in foreign currencies        1,702     
Total change in net unrealized appreciation             
   (depreciation)            3,418,372 
Net gain (loss)            20,328,296 
Net increase (decrease) in net assets resulting from             
   operations        $    20,619,598 
 
 
 
 
See accompanying notes which are an integral part of the financial statements.     
 
                                                                                         17        Semiannual Report 

Financial Statements continued                 
 
 
 Statement of Changes in Net Assets                 
    Six months ended        Year ended 
    December 31, 2005        June 30, 
    (Unaudited)        2005 
Increase (Decrease) in Net Assets                 
Operations                 
   Net investment income (loss)    $    291,302    $    2,960,992 
   Net realized gain (loss)        16,909,924        6,774,782 
   Change in net unrealized appreciation (depreciation)        3,418,372        (6,145,253) 
   Net increase (decrease) in net assets resulting                 
       from operations        20,619,598        3,590,521 
Distributions to shareholders from net investment income        (946,727)        (2,495,521) 
Distributions to shareholders from net realized gain        (3,100,143)         
   Total distributions        (4,046,870)        (2,495,521) 
Share transactions                 
   Proceeds from sales of shares        14,775,370        26,436,162 
   Reinvestment of distributions        3,879,880        2,374,972 
   Cost of shares redeemed        (26,577,485)        (59,905,867) 
   Net increase (decrease) in net assets resulting from                 
       share transactions        (7,922,235)        (31,094,733) 
   Total increase (decrease) in net assets        8,650,493        (29,999,733) 
 
Net Assets                 
   Beginning of period        179,343,803        209,343,536 
   End of period (including undistributed net investment                 
       income of $15,551 and undistributed net investment                 
       income of $670,976, respectively)    $    187,994,296    $    179,343,803 
 
Other Information                 
Shares                 
   Sold        1,477,827        2,823,258 
   Issued in reinvestment of distributions        384,226        250,552 
   Redeemed        (2,688,129)        (6,398,854) 
   Net increase (decrease)        (826,076)        (3,325,044) 

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

Semiannual Report

18

Financial Highlights                                     
    Six months ended                                     
    December 31, 2005            Years ended June 30,   
    (Unaudited)        2005        2004        2003        2002    2001 
Selected Per Share Data                                     
Net asset value,                                         
   beginning of period    $ 9.28        $ 9.24        $ 8.48        $ 7.88      $ 9.63    $ 10.49 
Income from Invest                                         
   ment Operations                                         
   Net investment in-                                         
       come (loss)D    02        .14E        .06        .07        .08    .11 
   Net realized and                                         
       unrealized gain                                         
       (loss)    1.08        .02        .76        .60        (1.75)    (.86) 
   Total from invest-                                         
       ment operations .    1.10        .16        .82        .67        (1.67)    (.75) 
Distributions from net                                         
   investment income .    (.05)        (.12)        (.06)        (.07)        (.08)    (.11) 
Distributions from net                                         
   realized gain    (.17)                                     
   Total distributions    (.22)        (.12)        (.06)        (.07)        (.08)    (.11) 
Net asset value, end of                                         
   period    $ 10.16        $ 9.28        $ 9.24         $ 8.48        $ 7.88    $ 9.63 
Total ReturnB,C    11.87%        1.71%        9.68%        8.60%    (17.42)%    (7.19)% 
Ratios to Average Net AssetsF                                         
   Expenses before                                         
       reductions    87%A        .84%        .86%        .94%        .90%    .88% 
   Expenses net of fee                                         
       waivers, if any    87%A        .84%        .86%        .94%        .90%    .88% 
   Expenses net of all                                         
       reductions    81%A        .81%        .85%        .93%        .89%    .86% 
   Net investment in-                                         
       come (loss)    32%A        1.52%E        .72%        .90%        .94%    1.12% 
Supplemental Data                                         
   Net assets, end of                                         
       period (000                                         
       omitted)    $187,994         $179,344       $209,344         $195,717       $132,542     $158,467 
   Portfolio turnover                                         
       rate    235%A        79%        26%        51%        54%    79% 

A Annualized
B Total returns for periods of less than one year are not annualized.
C Total returns would have been lower had certain expenses not been reduced during the periods shown.
D Calculated based on average shares outstanding during the period.
E Investment income per share reflects a special dividend which amounted to $.03 per share. Excluding the special dividend, the ratio of net
investment income to average net assets would have been 1.15% .
F Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or
reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during
periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but
prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net
expenses paid by the fund.

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

19 Semiannual Report

Notes to Financial Statements

For the period ended December 31, 2005 (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 fund may invest in affiliated money market central funds (Money Market Central Funds) which are open end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open end mutual funds, are valued at their closing net asset value each business day. Short term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securi ties markets, reviewing developments in foreign markets and evaluating the perfor mance of ADRs, futures contracts and exchange traded funds. Because the fund’s utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Semiannual Report

20

1. Significant Accounting Policies continued

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

Foreign denominated assets, including investment securities, and liabilities are trans lated into U.S. dollars at the exchange rate at period end. Purchases and sales of invest ment 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 transac tion date.

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

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

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

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

Distributions are recorded on the ex dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

21 Semiannual Report

Notes to Financial Statements (Unaudited) continued 
 
1. Significant Accounting Policies continued
 
Income Tax Information and Distributions to Shareholders continued 

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

Book tax differences are primarily due to capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation    $    11,743,257 
Unrealized depreciation        (3,499,837) 
Net unrealized appreciation (depreciation)    $    8,243,420 
Cost for federal income tax purposes    $    180,193,207 
 
2. Operating Policies.         

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short term securities and U.S. government securities, aggregated $210,226,382 and $221,357,013, respectively.

Semiannual Report

22

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment manage ment related services for which the fund pays a monthly management fee. The manage ment fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the fund’s average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .47% 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 ac count. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual ized rate of .29% of average net assets.

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

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Invest ments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,920 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the “line of credit”) to be utilized for temporary or emergency purposes to fund share holder 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.

23 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. On the settlement date of the loan, 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund’s Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Net income from lending portfolio securities during the period amounted to $1,636.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $59,151 for the period. In addition, through arrangements with the fund’s custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund’s expenses. During the period, these credits reduced the fund’s custody and transfer agent expenses by $396 and $975, respectively.

8. Other.

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

Semiannual Report

24

Proxy Voting Results

A special meeting of the fund’s shareholders was held on November 16, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1     
To elect a Board of Trustees.A     
    # of    % of 
    Votes    Votes 
Dennis J. Dirks     
Affirmative    6,466,243,048.91    95.846 
Withheld .    280,219,946.87    4.154 
   TOTAL    6,746,462,995.78    100.000 
Albert R. Gamper, Jr.B     
Affirmative    6,459,041,833.49    95.740 
Withheld .    287,421,162.29    4.260 
   TOTAL    6,746,462,995.78    100.000 
Robert M. Gates     
Affirmative    6,441,052,528.46    95.473 
Withheld .    305,410,467.32    4.527 
   TOTAL    6,746,462,995.78    100.000 
George H. Heilmeier     
Affirmative    6,458,026,916.90    95.725 
Withheld .    288,436,078.88    4.275 
   TOTAL    6,746,462,995.78    100.000 
Abigail P. Johnson     
Affirmative    6,427,896,599.31    95.278 
Withheld .    318,566,396.47    4.722 
   TOTAL    6,746,462,995.78    100.000 
Edward C. Johnson 3d     
Affirmative    6,419,116,877.24    95.148 
Withheld .    327,346,118.54    4.852 
   TOTAL    6,746,462,995.78    100.000 
Stephen P. Jonas     
Affirmative    6,459,780,830.40    95.751 
Withheld .    286,682,165.38    4.249 
   TOTAL    6,746,462,995.78    100.000 
Marie L. Knowles     
Affirmative    6,461,769,188.96    95.780 
Withheld .    284,693,806.82    4.220 
   TOTAL    6,746,462,995.78    100.000 

    # of    % of 
    Votes    Votes 
 
Ned C. Lautenbach     
Affirmative    6,460,406,353.14    95.760 
Withheld .    286,056,642.64    4.240 
   TOTAL    6,746,462,995.78    100.000 
 
Marvin L. Mann     
Affirmative    6,440,555,199.19    95.466 
Withheld .    305,907,796.59    4.534 
   TOTAL    6,746,462,995.78    100.000 
 
William O. McCoy     
Affirmative    6,440,823,478.66    95.470 
Withheld .    305,639,517.12    4.530 
   TOTAL    6,746,462,995.78    100.000 
 
Robert L. Reynolds     
Affirmative    6,463,763,182.86    95.810 
Withheld .    282,699,812.92    4.190 
   TOTAL    6,746,462,995.78    100.000 
 
Cornelia M. Small     
Affirmative    6,462,121,463.05    95.785 
Withheld .    284,341,532.73    4.215 
   TOTAL    6,746,462,995.78    100.000 
 
William S. Stavropoulos     
Affirmative    6,453,499,157.83    95.658 
Withheld .    292,963,837.95    4.342 
   TOTAL    6,746,462,995.78    100.000 
Kenneth L. Wolfe     
Affirmative    6,457,041,632.10    95.710 
Withheld .    289,421,363.68    4.290 
   TOTAL    6,746,462,995.78    100.000 

A Denotes trust-wide proposals and voting results.
B Effective on or about January 1, 2006.

25 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth & Income II Portfolio

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

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

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

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

Semiannual Report

26

prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

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

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

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

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24 hour access to

27 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

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

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

Semiannual Report

28


The Board reviewed the fund’s relative investment performance against its Lipper peer group and stated that the performance of the fund was in the fourth quartile for the one year period and the third quartile for the three and five year periods. The Board also stated that the relative investment performance of the fund was lower than its bench mark for certain periods, although the five year cumulative total return of the fund was higher than its benchmark. The Board discussed with FMR actions to be taken by FMR to improve the fund’s disappointing performance.

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

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund’s management fee and total expenses compared to “mapped groups” of competitive funds and classes. Fidelity creates “mapped groups” by combining similar

29 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

Lipper investment objective categories that have comparable management fee charac teristics. Combining Lipper investment objective categories aids the Board’s manage ment fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12 month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the “Total Mapped Group” and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund’s standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. “TMG %” represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund’s. For example, a TMG % of 22% means that 78% of the funds in the Total Mapped Group had higher management fees than the fund. The “Asset Size Peer Group” (ASPG) comparison focuses on a fund’s standing relative to non Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile (“quadrant”) in which the fund’s management fee ranked, is also included in the chart and considered by the Board.

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

Semiannual Report

30

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

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

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

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

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

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

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

PricewaterhouseCoopers LLP (PwC), independent registered accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board’s assessment of the results of Fidelity’s profitability analysis. PwC’s engagement includes the review and assessment of Fidelity’s methodologies used in determining the revenues and expenses attributable to Fidelity’s mutual fund business, and completion of agreed upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC’s

31 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees continued

reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity’s profitabil ity methodologies are reasonable in all material respects.

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

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

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

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information regarding (i) equity fund transfer agency fees; (ii) Fidelity’s fund profitability methodology and the impact of various changes in the methodology over

Semiannual Report

32

time; (iii) benefits to shareholders from economies of scale; (iv) composition and characteristics of various fund and industry data used in comparisons; and (v) com pensation of portfolio managers and research analysts.

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

33 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.



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.


* 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 guar anteed 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 34

To Write Fidelity

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




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


Fidelity Investments

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


Buying shares

Fidelity Investments

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

Overnight Express

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

Selling shares


Fidelity Investments

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

Overnight Express

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

General Correspondence


Fidelity Investments

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


Buying shares

Fidelity Investments

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

Selling shares


Fidelity Investments

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

Overnight Express

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

General Correspondence


Fidelity Investments

P.O. Box 500
Merrimack, NH 03054 0500

35 Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ
7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA
1411 Chapin Avenue
Burlingame, CA
851 East Hamilton Avenue
Campbell, CA
19200 Von Karman Avenue
Irvine, CA
601 Larkspur Landing Circle
Larkspur, CA
10100 Santa Monica Blvd.
Los Angeles, CA
27101 Puerta Real
Mission Viejo, CA
73 575 El Paseo
Palm Desert, CA
251 University Avenue
Palo Alto, CA
123 South Lake Avenue
Pasadena, CA
16995 Bernardo Ctr. Drive
Rancho Bernardo, CA
1740 Arden Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
8 Montgomery Street
San Francisco, CA
3793 State Street
Santa Barbara, CA
21701 Hawthorne Boulevard
Torrance, CA
2001 North Main Street
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA

Colorado
1625 Broadway
Denver, CO
9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL
121 Alhambra Plaza
Coral Gables, FL
2948 N. Federal Highway
Ft. Lauderdale, FL
1907 West State Road 434
Longwood, FL
8880 Tamiami Trail, North
Naples, FL
3550 Tamiami Trail, South
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, FL
2465 State Road 7
Wellington, FL
3501 PGA Boulevard
West Palm Beach, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL
875 North Michigan Ave.
Chicago, IL
1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL
3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD
One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA
155 Congress Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
405 Cochituate Road
Framingham, MA
416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI
280 Old N. Woodward Ave.
Birmingham, MI
43420 Grand River Avenue
Novi, MI
29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Semiannual Report 36

Nevada
2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ
56 South Street
Morristown, NJ
396 Route 17, North
Paramus, NJ
3518 Route 1 North
Princeton, NJ
530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY
37 West Jericho Turnpike
Huntington Station, NY
1271 Avenue of the Americas
New York, NY
61 Broadway
New York, NY
350 Park Avenue
New York, NY
200 Fifth Avenue
New York, NY
733 Third Avenue
New York, NY
11 Penn Plaza
New York, NY
2070 Broadway
New York, NY
1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH
1324 Polaris Parkway
Columbus, OH
28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania
600 West DeKalb Pike
King of Prussia, PA
1735 Market Street
Philadelphia, PA
12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX
4001 Northwest Parkway
Dallas, TX
12532 Memorial Drive
Houston, TX
2701 Drexel Drive
Houston, TX
6500 N. MacArthur Blvd.
Irving, TX
6005 West Park Boulevard
Plano, TX
14100 San Pedro
San Antonio, TX
1576 East Southlake Blvd.
Southlake, TX
19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA
1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

37 Semiannual Report

37

Semiannual Report

38

39 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
Fidelity International Investment
Advisors
Fidelity International Investment
Advisors (U.K.) Limited
General Distributor
Fidelity Distributors Corporation
Boston, MA
Transfer and Service Agent
Fidelity Service Company, Inc.
Boston, MA
Custodian
JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection 
Mutual Fund 24-Hour Service 
Exchanges/Redemptions     
 and Account Assistance    1-800-544-6666 
Product Information    1-800-544-6666 
Retirement Accounts    1-800-544-4774 
 (8 a.m. - 9 p.m.)     
TDD Service    1-800-544-0118 
 for the deaf and hearing impaired 
 (9 a.m. - 9 p.m. Eastern time) 
Fidelity Automated Service     
 Telephone (FAST®) (automated phone logo)    1-800-544-5555 
(automated phone logo)  Automated line for quickest service 

GII-USAN-0206
1.787781.102


Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

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

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

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

SIGNATURES

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

Fidelity Hastings Street Trust

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

February 17, 2006

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

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

February 17, 2006

By:

/s/Paul M. Murphy

Paul M. Murphy

Chief Financial Officer

Date:

February 17, 2006