Fidelity Commonwealth Trust N-CSR Certified annual shareholder report (management investment company)

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 811-2346

Fidelity Commonwealth 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:	November 30
Date of reporting period:	November 30, 2004

Item 1. Reports to Stockholders

Fidelity®

Nasdaq Composite® Index Tracking Stock

Annual Report

November 30, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Premium/Discount Analysis	<Click Here>	Information regarding the fund's NAV and market price.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Proxy Voting Results	<Click Here>

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

Nasdaq® and Nasdaq Composite® are trademarks of The Nasdaq Stock Market, Inc. (which with its Affiliates are the Corporations) and are licensed for use by Fidelity. The product has not been passed on by the Corporations as to its legality or suitability. The product is not issued, endorsed or sold by the Corporations. The Corporations make no warranties and bear no liability with respect to shares of the product.

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Premium/Discount
Analysis (Unaudited)

Shares of Fidelity® Nasdaq Composite® Index Tracking Stock (the fund) are listed on the Nasdaq stock market and can be bought and sold on the secondary market at market prices. Although the market price is expected to approximate the fund's NAV, it is possible that the market price and NAV will vary significantly. The closing market price is the daily closing price as reported on the Nasdaq stock market.

Premiums or discounts are the differences (expressed as a basis point differential with 1 basis point equaling 1/100 of 1%) between the fund's NAV and closing market price. A premium indicates that the closing market price is trading above the NAV. A discount indicates that the closing market price is trading below the NAV. A discrepancy may exist with respect to the timing of when the NAV is calculated and the determination of the closing market price.

The chart below presents information about the differences between the fund's daily closing market price and the fund's NAV.

Period Ended November 30, 2004

From commencement of operations*
to November 30, 2004		Closing Market Price Below NAV		Closing Market Price Above or Equal to NAV
	Basis Point Differential	Number of Days	% of Total Days	Number of Days	% of Total Days
	0 - <25	168	56.38%	121	40.60%
	25 - <50	7	2.34%	2	0.68%
	50 - <75	0	-	0	-
	75 - <100	0	-	0	-
	100 or greater	0	-	0	-
	Total	175	58.72%	123	41.28%

^* September 25, 2003

Annual Report

Performance: The Bottom Line

The fund's net asset value ("NAV") performance is based on the NAV calculated each business day. It is calculated in accordance with the standard formula for valuing mutual fund shares as of the close of regular trading hours on the Nasdaq stock market, normally 4:00 p.m. Eastern time (or NYSE if Nasdaq is closed). The fund's market price performance is based on the daily closing price of the shares of the fund on the Nasdaq stock market.

Cumulative total returns reflect performance over the period shown generally by adding one year's return - positive or negative - to the next year's return. NAV and closing market price average annual returns reflect the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value), at NAV and Market Price, respectively, and assumes a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption or selling of fund shares. How a fund did yesterday is no guarantee of how it will do tomorrow.

Cumulative Total Returns

Periods ended November 30, 2004	Past 1 year	Life of FundA
Fidelity® Nasdaq Composite® Index Tracking Stock - NAV	6.94%	15.40%
Fidelity Nasdaq Composite Index Tracking Stock - Market Price	7.25%	15.51%
NASDAQ Composite® Index	7.51%	16.13%

Average Annual Total Returns

Periods ended November 30, 2004	Past 1 year	Life of FundA
Fidelity® Nasdaq Composite® Index Tracking Stock - NAV	6.94%	12.86%
Fidelity Nasdaq Composite Index Tracking Stock - Market Price	7.25%	12.95%

^A From September 25, 2003.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Nasdaq Composite Index Tracking Stock - NAV on September 25, 2003, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the NASDAQ Composite® Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Jacques Perold, who oversees the Fidelity® Nasdaq Composite® Index Tracking Stock's investment management personnel as President of Geode Capital Management, LLC

Despite surging oil prices, a struggling job market and four interest rate hikes in a five-month span, U.S. equity markets posted solid results for the 12-month period ending November 30, 2004, and were closing in on a second straight year in the black. There was great disparity in the market during the past year. For instance, value stocks trounced their growth counterparts during the period. To illustrate, the Russell 1000® Value Index shot up 19.67%, while the Russell 1000 Growth Index rose only 5.83%. Meanwhile, small- and mid-cap stocks vastly outperformed larger-cap stocks. Energy was the best-performing sector of the market, propelled by a spike in oil prices. Conversely, technology stocks dipped lower in response to a slowdown in corporate capital spending. For the 12-month period overall, the Standard & Poor's 500^SM Index returned 12.86% - slightly above its historical average. Elsewhere, the Dow Jones Industrial Average^SM rose 8.87% and the tech-heavy NASDAQ Composite® Index advanced 7.51%.

For the 12-month period ending November 30, 2004, the fund's return at net asset value was 6.94%, trailing the NASDAQ® and the 7.25% return of the fund's market price. The fund's peer group average, the Lipper^SM Growth Funds Average, returned 9.52% during the same time frame. Software giant Microsoft had the greatest positive impact on results. Microsoft's stock rose steadily as the company continued to generate solid earnings growth. It also announced well-received plans to return part of its cash hoard to shareholders in the form of higher quarterly dividends and a special one-time year-end payment of $3 per share. Online auction house eBay benefited from increasing revenues generated overseas and additional use of fixed-price sales to complement its more traditional auction business. Intel, the world's leading maker of semiconductors, was the biggest detractor from performance, falling after announcing a second-quarter decline in profit margins and an increase in inventories. Another laggard was VERITAS, a leading data-storage software maker. Its stock price fell by more than a third in early July after the firm warned of lower earnings on disappointing sales in the United States.

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

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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 (June 1, 2004 to November 30, 2004).

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.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

	Beginning Account Value June 1, 2004	Ending Account Value November 30, 2004	Expenses Paid During Period* June 1, 2004 to November 30, 2004
Actual	$ 1,000.00	$ 1,056.30	$ 1.54
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,023.48	$ 1.52

*Expenses are equal to the Fund's annualized expense ratio of .30%; multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	9.2	9.5
Intel Corp.	4.5	6.2
Cisco Systems, Inc.	4.0	5.1
Dell, Inc.	3.2	3.0
Amgen, Inc.	2.4	2.3
eBay, Inc.	2.4	1.9
QUALCOMM, Inc.	2.1	1.8
Oracle Corp.	2.1	2.0
Yahoo!, Inc.	1.6	1.4
Comcast Corp. Class A	1.3	1.3
	32.8
Market Sectors as of November 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	49.8	52.1
Consumer Discretionary	13.8	12.9
Health Care	12.9	13.5
Financials	10.7	10.8
Industrials	5.8	5.6
Telecommunication Services	2.2	1.7
Consumer Staples	1.6	1.4
Materials	1.2	1.0
Energy	0.6	0.4
Utilities	0.2	0.2

Asset Allocation (% of fund's net assets)

To match the NASDAQ Composite® Index, Fidelity Nasdaq Composite Index Tracking Stock seeks 100% investment exposure to stocks at all times.

Annual Report

Investments November 30, 2004

Showing Percentage of Net Assets

Common Stocks - 98.8%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 13.8%
Auto Components - 0.2%
Aftermarket Technology Corp. (a)	1,437		$ 25,033
China Automotive Systems, Inc. (a)	1,017		16,211
Decoma International, Inc. Class A (sub. vtg.)	1,920		21,710
Dura Automotive Systems, Inc. Class A (sub. vtg.) (a)	1,489		13,550
Exide Technologies (a)	1,055		13,135
GenTek, Inc. (a)	400		19,596
Gentex Corp.	3,308		106,915
Hayes Lemmerz International, Inc. (a)	1,319		10,051
Keystone Automotive Industries, Inc. (a)	944		22,118
LKQ Corp.	1,089		19,537
Quantum Fuel Systems Technologies Worldwide, Inc. (a)	412		2,559
R&B, Inc. (a)	662		16,550
Sports Resorts International, Inc. (a)	2,825		8,108
Strattec Security Corp. (a)	256		16,128
Tesma International, Inc. Class A (sub. vtg.)	506		17,258
			328,459
Automobiles - 0.0%
Nissan Motor Co. Ltd. sponsored ADR	1,406		29,484
Distributors - 0.0%
Source Interlink Companies, Inc. (a)	1,652		21,559
Hotels, Restaurants & Leisure - 1.8%
AFC Enterprises, Inc. (a)	1,100		26,488
Ambassadors Group, Inc.	517		17,981
Ameristar Casinos, Inc.	1,221		49,145
Applebee's International, Inc.	3,084		79,259
BJ's Restaurants, Inc. (a)	1,288		19,268
Bob Evans Farms, Inc.	1,413		35,678
Buffalo Wild Wings, Inc.	475		15,737
California Pizza Kitchen, Inc. (a)	848		21,242
CBRL Group, Inc.	1,832		74,691
Churchill Downs, Inc.	736		34,187
Cosi, Inc. (a)	2,462		16,126
Ctrip.com International Ltd. ADR	155		7,491
Empire Resorts, Inc. (a)	1,095		11,782
International Speedway Corp. Class A	1,104		53,975
Isle of Capri Casinos, Inc. (a)	1,413		34,661
Lone Star Steakhouse & Saloon, Inc.	928		25,047
Magna Entertainment Corp. Class A (a)	3,517		21,102
Monarch Casino & Resort, Inc. (a)	515		17,984
MTR Gaming Group, Inc. (a)	1,720		17,303
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Multimedia Games, Inc. (a)	1,166		$ 15,251
Navigant International, Inc. (a)	1,024		11,244
O'Charleys, Inc. (a)	1,088		20,672
P.F. Chang's China Bistro, Inc. (a)	827		46,510
Panera Bread Co. Class A (a)	1,406		56,156
Papa John's International, Inc. (a)	864		30,732
Penn National Gaming, Inc. (a)	1,549		81,741
Rare Hospitality International, Inc. (a)	1,429		42,813
Red Robin Gourmet Burgers, Inc. (a)	848		43,545
Ryan's Restaurant Group, Inc. (a)	2,180		33,289
Scientific Games Corp. Class A (a)	3,646		87,139
Shuffle Master, Inc. (a)	1,034		47,595
Smith & Wollensky Restaurant Group, Inc. (a)	2,617		12,143
Sonic Corp. (a)	2,347		68,462
Starbucks Corp. (a)(d)	16,899		950,738
Texas Roadhouse, Inc. Class A	1,253		31,826
The Cheesecake Factory, Inc. (a)	2,174		106,287
Wynn Resorts Ltd. (a)	3,541		205,697
			2,470,987
Household Durables - 0.5%
Avatar Holdings, Inc. (a)	544		25,715
Bassett Furniture Industries, Inc.	1,360		26,806
Brillian Corp. (a)	388		1,195
California Coastal Communities, Inc. (a)	798		17,787
Craftmade International, Inc.	720		12,744
Dominion Homes, Inc. (a)	560		11,570
Dorel Industries, Inc. Class B (sub. vtg.) (a)	1,104		38,865
Flexsteel Industries, Inc.	944		16,529
Foamex International, Inc. (a)	1,885		7,672
Garmin Ltd. (d)	4,473		260,418
Helen of Troy Ltd. (a)	1,141		32,108
Hooker Furniture Corp.	832		19,427
Interface, Inc. Class A (a)	3,081		30,502
Kimball International, Inc. Class B	1,517		22,603
Lifetime Hoan Corp.	488		6,632
Palm Harbor Homes, Inc. (a)	1,189		18,560
Stanley Furniture Co., Inc.	608		27,968
Universal Electronics, Inc. (a)	1,368		24,966
			602,067
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - 3.7%
1-800 CONTACTS, Inc. (a)	736		$ 15,081
1-800-FLOWERS.com, Inc. Class A (a)	1,916		15,903
Alloy, Inc. (a)	2,681		12,065
Amazon.com, Inc. (a)(d)	17,028		675,671
Audible, Inc. (a)	840		23,486
Blue Nile, Inc.	731		18,845
Coldwater Creek, Inc. (a)	2,076		54,391
Drugstore.com, Inc. (a)	3,485		11,326
eBay, Inc. (a)(d)	27,800		3,126,110
GSI Commerce, Inc. (a)	1,980		29,957
IAC/InterActiveCorp (a)(d)	26,693		659,050
Insight Enterprises, Inc. (a)	2,312		46,772
J. Jill Group, Inc. (a)	1,112		19,204
Netflix, Inc. (a)(d)	2,177		24,774
Overstock.com, Inc. (a)	832		59,288
PC Mall, Inc. (a)	611		14,847
Priceline.com, Inc. (a)	1,640		39,147
Provide Commerce, Inc.	467		16,018
Stamps.com, Inc.	1,662		25,711
ValueVision Media, Inc. Class A (a)	1,732		19,641
			4,907,287
Leisure Equipment & Products - 0.1%
Arctic Cat, Inc.	848		22,650
Concord Camera Corp. (a)	1,604		4,235
JAKKS Pacific, Inc. (a)	1,325		24,672
Radica Games Ltd.	2,288		21,942
RC2 Corp. (a)	944		29,538
SCP Pool Corp.	2,263		71,352
			174,389
Media - 4.3%
ACME Communications, Inc. (a)	1,948		11,454
Alliance Atlantis Communications, Inc. Class B (non-vtg.) (a)	1,700		44,222
Beasley Broadcast Group, Inc. Class A (a)	1,008		17,690
Cadmus Communications Corp.	1,483		20,586
Carmike Cinemas, Inc.	656		24,561
Central European Media Enterprises Ltd. Class A (a)	959		30,170
Charter Communications, Inc. Class A (a)(d)	13,665		29,516
Comcast Corp.:
Class A (a)	57,262		1,720,150
Class A (special) (a)	35,741		1,059,721
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Media - continued
Crown Media Holdings, Inc. Class A (a)	3,949		$ 34,988
Cumulus Media, Inc. Class A (a)	2,184		33,372
EchoStar Communications Corp. Class A	9,283		304,390
EMAK Worldwide, Inc. (a)	1,085		10,699
Emmis Communications Corp. Class A (a)	2,072		38,311
Fisher Communications, Inc. (a)	400		18,812
Gemstar-TV Guide International, Inc. (a)	17,934		97,740
Grey Global Group, Inc.	48		52,657
Harris Interactive, Inc. (a)	2,921		19,395
IMAX Corp. (a)	1,695		13,992
Insight Communications, Inc. Class A (a)	2,585		21,895
Knology, Inc.	2,129		7,324
Lakes Entertainment, Inc. (a)	1,826		25,473
Lamar Advertising Co. Class A (a)	3,717		146,598
Liberty Media International, Inc. Class A (a)	5,881		253,236
LodgeNet Entertainment Corp. (a)	1,221		18,828
MDC Partners, Inc. (a)	980		10,040
Mediacom Communications Corp. Class A (a)	4,465		23,307
Navarre Corp. (a)	1,550		26,397
New Frontier Media, Inc. (a)	1,569		12,693
NTL, Inc. (a)	3,692		256,889
Outdoor Channel Holdings, Inc. (a)	1,000		14,000
Pixar (a)	2,184		198,023
Private Media Group, Inc. (a)(d)	4,801		15,363
Radio One, Inc.:
Class A (a)	992		13,769
Class D (non-vtg.) (a)	3,397		47,388
Regent Communication, Inc. (a)	2,793		15,948
Reuters Group PLC sponsored ADR	927		40,862
Salem Communications Corp. Class A (a)	848		20,827
SBS Broadcasting SA (a)	1,237		42,590
Scholastic Corp. (a)	1,565		51,551
Sinclair Broadcast Group, Inc. Class A	2,172		15,660
Sirius Satellite Radio, Inc. (a)(d)	52,034		345,506
Spanish Broadcasting System, Inc. Class A (a)	1,900		20,311
TiVo, Inc. (a)	3,177		14,964
UnitedGlobalCom, Inc. Class A (a)	17,017		141,752
Value Line, Inc.	448		17,920
WPP Group PLC sponsored ADR	909		49,913
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Media - continued
XM Satellite Radio Holdings, Inc. Class A (a)	8,554		$ 315,728
Young Broadcasting, Inc. Class A (a)	944		9,213
			5,776,394
Multiline Retail - 0.5%
Conn's, Inc.	1,181		20,939
Dollar Tree Stores, Inc. (a)	4,830		134,419
Fred's, Inc. Class A	2,006		34,764
Kmart Holding Corp. (a)(d)	3,881		399,083
Tuesday Morning Corp. (a)	1,784		59,746
			648,951
Specialty Retail - 2.4%
AC Moore Arts & Crafts, Inc. (a)	928		26,717
America's Car Mart, Inc. (a)	339		12,441
American Eagle Outfitters, Inc.	3,124		130,489
bebe Stores, Inc.	1,632		59,209
Bed Bath & Beyond, Inc. (a)	12,663		505,608
Big 5 Sporting Goods Corp.	1,136		30,933
Brookstone Co., Inc. (a)	1,178		21,557
Cache, Inc. (a)	734		12,118
Casual Male Retail Group, Inc. (a)	2,060		8,899
Charlotte Russe Holding, Inc. (a)	1,192		13,887
Charming Shoppes, Inc. (a)	5,503		51,453
Cost Plus, Inc. (a)	912		28,983
Deb Shops, Inc.	784		19,326
Dress Barn, Inc. (a)	1,405		24,124
Electronics Boutique Holding Corp. (a)	1,157		45,065
Finish Line, Inc. Class A	994		18,290
Goody's Family Clothing, Inc.	1,752		17,064
Guitar Center, Inc. (a)	1,024		49,541
Gymboree Corp. (a)	1,237		14,584
Hibbett Sporting Goods, Inc. (a)	1,104		27,346
Hollywood Entertainment Corp. (a)	2,617		33,210
Hot Topic, Inc. (a)	2,056		33,657
Jos. A. Bank Clothiers, Inc. (a)	540		14,202
Kirkland's, Inc. (a)	976		9,370
Monro Muffler Brake, Inc. (a)	816		20,033
Movie Gallery, Inc.	1,413		24,629
O'Reilly Automotive, Inc. (a)	2,216		96,485
Pacific Sunwear of California, Inc. (a)	2,996		66,541
Party City Corp. (a)	905		11,575
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
PETCO Animal Supplies, Inc. (a)	2,360		$ 85,338
PETsMART, Inc.	6,127		209,972
Pomeroy IT Solutions, Inc. (a)	1,021		13,947
Rent-A-Center, Inc. (a)	3,252		82,893
Restoration Hardware, Inc. (a)	2,172		11,055
Ross Stores, Inc.	6,036		162,368
Select Comfort Corp. (a)	1,445		28,163
Sharper Image Corp. (a)	704		13,489
Shoe Carnival, Inc. (a)	884		11,527
Stage Stores, Inc. (a)	816		33,448
Staples, Inc.	20,821		664,398
Stein Mart, Inc. (a)	1,291		21,469
Steiner Leisure Ltd. (a)	896		24,120
TBC Corp. (a)	1,072		28,590
The Children's Place Retail Stores, Inc. (a)	1,285		40,683
The Pantry, Inc. (a)	1,230		33,850
Tractor Supply Co. (a)	1,847		58,587
Trans World Entertainment Corp. (a)	2,389		26,948
Tweeter Home Entertainment Group, Inc. (a)	1,752		11,230
Urban Outfitters, Inc. (a)	3,354		142,545
West Marine, Inc. (a)	960		22,176
Wet Seal, Inc. Class A (a)	1,493		2,478
Wilsons Leather Experts, Inc. (a)	1,704		8,520
			3,165,130
Textiles, Apparel & Luxury Goods - 0.3%
Cherokee, Inc.	700		20,580
Columbia Sportswear Co. (a)	1,656		94,226
Deckers Outdoor Corp. (a)	929		40,430
Fossil, Inc. (a)	3,108		84,071
Haggar Corp.	1,152		25,459
K-Swiss, Inc. Class A	1,120		30,343
Oshkosh B'Gosh, Inc. Class A	608		12,464
Perry Ellis International, Inc. (a)	528		10,080
Quaker Fabric Corp. (a)	2,220		12,765
Steven Madden Ltd. (a)	704		13,277
Tandy Brands Accessories, Inc.	1,080		15,432
Warnaco Group, Inc. (a)	1,944		38,627
			397,754
TOTAL CONSUMER DISCRETIONARY			18,522,461
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER STAPLES - 1.6%
Beverages - 0.1%
Coca-Cola Bottling Co. Consolidated	336		$ 17,613
Hansen Natural Corp. (a)	600		20,280
MGP Ingredients, Inc.	1,334		12,460
Robert Mondavi Corp. Class A (a)	512		28,826
			79,179
Food & Staples Retailing - 1.1%
Arden Group, Inc. Class A	286		28,243
Casey's General Stores, Inc.	1,988		38,508
Central European Distribution Corp. (a)	792		20,822
Costco Wholesale Corp. (d)	19,421		943,861
Fresh Brands, Inc. (a)	1,192		9,059
Ingles Markets, Inc. Class A	1,873		23,956
Nash-Finch Co.	336		12,469
NeighborCare, Inc. (a)	1,768		49,663
Pathmark Stores, Inc. (a)	1,980		10,910
Performance Food Group Co. (a)	1,656		43,453
Topps Co., Inc.	2,044		20,379
United Natural Foods, Inc. (a)	1,604		45,121
Whole Foods Market, Inc.	2,566		232,916
Wild Oats Markets, Inc. (a)	1,684		12,057
			1,491,417
Food Products - 0.2%
Alico, Inc.	262		14,609
Bridgford Foods Corp. (a)	2,028		16,792
Cal-Maine Foods, Inc.	1,186		15,688
Farmer Brothers Co.	800		21,248
Gold Kist, Inc. Delaware	2,080		29,080
Hain Celestial Group, Inc. (a)	1,549		30,097
J&J Snack Foods Corp. (a)	464		21,780
Lancaster Colony Corp.	1,205		52,634
Lance, Inc.	1,588		29,600
Peet's Coffee & Tea, Inc. (a)	688		17,393
Sanderson Farms, Inc.	840		31,290
SunOpta, Inc. (a)	3,052		18,529
			298,740
Household Products - 0.0%
Central Garden & Pet Co. Class A (a)	704		27,245
WD-40 Co.	720		21,031
			48,276
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER STAPLES - continued
Personal Products - 0.2%
Chattem, Inc. (a)	1,088		$ 39,407
Elizabeth Arden, Inc. (a)	976		22,253
Inter Parfums, Inc.	991		16,579
Mannatech, Inc.	1,876		43,148
Nature's Sunshine Products, Inc.	1,462		24,474
Reliv International, Inc.	2,639		21,561
USANA Health Sciences, Inc. (a)	864		25,669
			193,091
Tobacco - 0.0%
Star Scientific, Inc. (a)	3,450		22,736
TOTAL CONSUMER STAPLES			2,133,439
ENERGY - 0.6%
Energy Equipment & Services - 0.3%
Cal Dive International, Inc. (a)	1,429		61,533
Dawson Geophysical Co. (a)	1,110		25,919
Global Industries Ltd. (a)	4,946		42,437
Gulfmark Offshore, Inc. (a)	1,096		22,808
Horizon Offshore, Inc. (a)	3,229		1,130
Hydril Co. (a)	672		31,524
Lufkin Industries, Inc.	704		28,343
Patterson-UTI Energy, Inc.	6,088		121,760
Seabulk International, Inc. (a)	1,800		21,456
Tesco Corp. (a)	1,784		18,367
Torch Offshore, Inc. (a)	3,145		6,224
			381,501
Oil & Gas - 0.3%
APCO Argentina, Inc.	481		16,354
Atlas America, Inc.	574		18,219
ATP Oil & Gas Corp. (a)	1,236		17,613
Brigham Exploration Co. (a)	2,341		21,888
Canada Southern Petroleum Ltd. (ltd. vtg.) (a)	1,265		7,797
Clayton Williams Energy, Inc. (a)	496		11,353
Crosstex Energy, Inc.	733		29,518
Delta Petroleum Corp. (a)	1,695		26,662
Dorchester Minerals LP	1,237		29,874
Double Eagle Petroleum Co. (a)	842		16,891
Enterra Energy Trust	1,156		21,270
FX Energy, Inc. (a)	3,253		32,660
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil & Gas - continued
Golar LNG Ltd. (Nasdaq) (a)	2,437		$ 36,143
Ivanhoe Energy, Inc. (a)	6,330		16,386
Knightsbridge Tankers Ltd. (d)	717		27,848
Marine Petroleum Trust	655		18,897
Mission Resources Corp. (a)	2,663		16,537
Petroleum Development Corp. (a)	889		36,556
Syntroleum Corp. (a)	2,835		19,647
TC Pipelines LP	672		25,872
The Exploration Co. of Delaware, Inc. (a)	2,761		16,842
Top Tankers, Inc.	856		19,303
			484,130
TOTAL ENERGY			865,631
FINANCIALS - 10.7%
Capital Markets - 1.1%
American Capital Strategies Ltd.	3,947		126,067
Ameritrade Holding Corp. (a)	15,791		219,969
Calamos Asset Management, Inc. Class A	644		15,276
Gladstone Capital Corp.	848		20,801
Harris & Harris Group, Inc. (a)	1,311		19,350
Investors Financial Services Corp.	2,693		118,061
Knight Trading Group, Inc. (a)	5,199		59,321
MarketAxess Holdings, Inc.	900		17,640
MFC Bancorp Ltd. (a)	960		20,112
Northern Trust Corp.	8,983		422,560
Sanders Morris Harris Group, Inc.	1,048		15,982
SEI Investments Co.	4,329		169,307
T. Rowe Price Group, Inc.	5,070		299,941
TradeStation Group, Inc. (a)	1,932		14,335
			1,538,722
Commercial Banks - 5.8%
1st Source Corp.	1,088		28,560
Alabama National Bancorp, Delaware	642		40,594
Alliance Financial Corp.	627		17,713
Amcore Financial, Inc.	832		27,065
American National Bankshares, Inc.	876		21,550
American River Bankshares	768		17,971
AmericanWest Bancorp (a)	845		17,745
Associated Banc-Corp.	4,638		154,121
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Banc Corp. (a)	2,553		$ 20,067
BancFirst Corp.	328		23,285
BancTrust Financial Group, Inc.	1,168		24,878
Bank of Granite Corp.	880		19,096
Bank of the Ozarks, Inc.	768		27,379
Banner Corp.	784		25,888
BNC Bancorp	1,168		19,506
BOK Financial Corp. (a)	2,324		113,411
Boston Private Financial Holdings, Inc.	880		23,839
Capital Bank Corp.	1,040		17,316
Capital City Bank Group, Inc.	464		20,416
Capital Corp. of the West	269		13,851
Cascade Bancorp	1,082		23,588
Cascade Financial Corp.	1,118		21,264
Cathay General Bancorp	2,078		80,460
Center Bancorp, Inc.	1,058		13,627
Center Financial Corp., California	38		782
Central Coast Bancorp (a)	968		22,506
Century Bancorp, Inc. Class A (non-vtg.)	528		16,400
Chemical Financial Corp.	944		39,554
Chester Valley Bancorp, Inc.	956		20,438
Citizens Banking Corp.	1,624		57,002
City Holding Co.	608		22,447
CNB Financial Corp.	1,305		19,262
CoBiz, Inc.	1,422		31,284
Colony Bankcorp, Inc.	846		26,649
Columbia Bancorp	592		21,460
Columbia Bancorp, Oregon	1,280		24,640
Columbia Banking Systems, Inc.	873		22,165
Commerce Bancshares, Inc.	3,030		148,197
Community Bank of Northern Virginia	632		10,554
Community Banks, Inc.	540		15,833
Community Trust Bancorp, Inc.	624		20,892
Compass Bancshares, Inc.	5,246		244,254
CVB Financial Corp.	1,979		53,789
East West Bancorp, Inc.	2,106		87,336
Eastern Virgina Bankshares, Inc.	889		21,149
Farmers Capital Bank Corp.	576		21,888
Fidelity Southern Corp.	1,248		22,626
Fifth Third Bancorp	23,624		1,189,705
Financial Institutions, Inc.	704		17,952
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
First Bancorp, North Carolina	768		$ 21,750
First Charter Corp.	1,349		36,949
First Citizen Bancshares, Inc.	320		43,541
First Citizens Banc Corp. (d)	784		18,032
First Community Bancorp, California	656		27,565
First Community Bancshares, Inc.	368		13,108
First Financial Bancorp, Ohio	2,084		35,595
First Financial Bankshares, Inc.	544		23,664
First Financial Corp., Indiana	576		20,920
First Indiana Corp.	992		22,985
First M&F Corp.	671		22,814
First Mariner Bancorp, Inc. (a)	928		15,952
First Merchants Corp.	624		16,817
First Midwest Bancorp, Inc., Delaware	1,928		72,377
First Oak Brook Bancshares, Inc.	624		20,467
First of Long Island Corp.	464		22,796
First South Bancorp, Inc., Virginia	768		19,576
First United Corp.	940		19,129
FirstMerit Corp.	3,076		84,190
Flag Financial Corp.	1,600		22,800
FNB Corp., North Carolina	976		19,081
FNB Corp., Virginia	624		18,096
FNB Financial Services Corp.	1,072		22,512
Foothill Independent Bancorp	1,034		23,854
Frontier Financial Corp., Washington	432		17,220
Fulton Financial Corp.	4,780		107,072
GB&T Bancshares, Inc.	800		20,296
German American Bancorp	1,008		17,136
Glacier Bancorp, Inc.	980		33,918
Gold Banc Corp., Inc.	1,739		26,015
Great Southern Bancorp, Inc.	571		23,411
Greater Bay Bancorp	2,104		61,121
Greater Community Bancorp	1,292		19,122
Grupo Financiero Galicia SA sponsored ADR (a)	1,938		14,051
Hancock Holding Co.	1,375		46,750
Hanmi Financial Corp.	1,025		38,110
Harleysville National Corp., Pennsylvania	856		24,105
Heartland Financial USA, Inc.	768		16,950
Heritage Commerce Corp. (a)	1,429		27,951
Huntington Bancshares, Inc.	9,623		233,454
Independent Bank Corp., Massachusetts	640		22,118
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Independent Bank Corp., Michigan	704		$ 21,190
Integra Bank Corp.	880		20,134
Interchange Financial Services Corp.	816		21,787
International Bancshares Corp.	2,243		88,711
Lakeland Bancorp, Inc.	1,114		20,219
LNB Bancorp, Inc.	1,104		22,113
LSB Bancshares, Inc.	1,072		18,063
Main Street Banks, Inc.	704		22,303
MB Financial, Inc.	1,338		56,464
MBT Financial Corp.	1,088		25,949
Mercantile Bankshares Corp.	3,324		171,186
Merchants Bancshares, Inc.	815		24,206
Mid-State Bancshares	928		27,692
Nara Bancorp, Inc.	969		20,116
National Bankshares, Inc.	444		22,959
National Penn Bancshares, Inc.	1,240		35,712
NBT Bancorp, Inc.	1,333		33,845
Northern States Financial Corp.	770		21,175
Old Point Financial Corp.	681		20,845
Omega Financial Corp.	523		18,467
Pacific Capital Bancorp	1,542		50,901
Pennrock Financial Services Corp.	512		20,731
Penns Woods Bancorp, Inc.	497		24,751
Peoples Bancorp, Inc.	528		16,542
Pinnacle Financial Partners, Inc. (a)	1,038		25,255
Popular, Inc.	11,140		295,210
Premierwest Bancorp (a)	2,062		22,909
PrivateBancorp, Inc.	864		29,756
Prosperity Bancshares, Inc.	688		19,512
Provident Bankshares Corp.	1,262		46,366
Republic Bancorp, Inc.	2,896		45,004
Republic Bancorp, Inc., Kentucky Class A	1,008		27,972
Republic First Bancorp, Inc. (a)	1,411		21,588
Riggs National Corp.	1,248		25,110
Royal Bancshares of Pennsylvania, Inc. Class A	718		20,822
Rurban Financial Corp. (a)(d)	1,208		16,984
S&T Bancorp, Inc.	960		35,242
Sandy Spring Bancorp, Inc.	480		17,434
SCBT Financial Corp.	320		11,834
Seacoast Banking Corp., Florida	912		20,082
Shore Bancshares, Inc.	400		12,744
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Sierra Bancorp	900		$ 18,900
Signature Bank, New York	1,067		33,514
Silicon Valley Bancshares (a)	1,429		59,989
Simmons First National Corp. Class A	800		23,200
Sky Financial Group, Inc.	3,908		113,176
Slade's Ferry Bancorp	171		3,471
South Financial Group, Inc.	3,250		102,976
Southern Community Financial Corp.	1,720		18,920
Southwest Bancorp of Texas, Inc.	2,442		59,731
Southwest Bancorp, Inc., Oklahoma	1,024		27,494
State Financial Services Corp. Class A	704		20,768
Sterling Bancshares, Inc.	2,060		30,035
Sterling Financial Corp., Pennsylvania	1,000		29,290
Suffolk Bancorp	416		13,803
Summit Bancshares, Inc.	672		22,882
Sun Bancorp, Inc., New Jersey (a)	672		16,699
Susquehanna Bancshares, Inc., Pennsylvania	1,709		44,434
Taylor Capital Group, Inc.	832		28,721
Texas Capital Bancshares, Inc. (a)	1,405		28,971
Texas Regional Bancshares, Inc. Class A	1,656		58,887
Trico Bancshares	1,056		25,291
Trustco Bank Corp., New York	3,177		44,796
Trustmark Corp.	1,880		57,904
UCBH Holdings, Inc.	1,700		77,078
UMB Financial Corp. (a)	624		34,950
Umpqua Holdings Corp.	2,197		56,177
Union Bankshares Corp.	464		17,405
United Bankshares, Inc., West Virginia	1,445		55,300
United Community Banks, Inc., Georgia (a)	1,540		44,136
United Security Bancshares, Inc.	496		14,816
United Security Bancshares, California	848		21,107
Unizan Financial Corp.	960		24,749
Vail Banks, Inc. (d)	1,381		17,981
Virginia Financial Group, Inc.	496		16,988
Washington Trust Bancorp, Inc.	736		21,653
WesBanco, Inc.	720		22,759
West Bancorp., Inc.	924		16,022
West Coast Bancorp, Oregon	848		22,311
Westamerica Bancorp.	1,365		79,388
Westbank Corp.	1,085		19,986
Western Sierra Bancorp (a)	648		25,920
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Whitney Holding Corp.	1,672		$ 77,146
Wilshire Bancorp, Inc. (a)	548		17,859
Wintrust Financial Corp.	640		38,298
Yadkin Valley Bank & Trust Co.	1,280		18,240
Yardville National Bancorp	752		25,049
Zions Bancorp	3,765		250,373
			7,824,752
Consumer Finance - 0.3%
ACE Cash Express, Inc. (a)	255		6,802
Advanta Corp.:
Class A	399		8,930
Class B	757		18,077
Asta Funding, Inc.	1,024		22,487
Collegiate Funding Services, Inc.	1,210		15,609
CompuCredit Corp. (a)	2,168		51,967
Credit Acceptance Corp. (a)	2,196		54,351
Education Lending Group, Inc. (a)	1,438		20,218
First Cash Financial Services, Inc. (a)	842		21,926
QC Holdings, Inc.	870		15,077
United Panam Financial Corp. (a)	848		16,833
WFS Financial, Inc. (a)	1,736		80,776
World Acceptance Corp. (a)	992		25,584
			358,637
Diversified Financial Services - 0.1%
Encore Capital Group, Inc. (a)	1,502		37,670
eSpeed, Inc. Class A (a)	1,429		15,991
First Albany Companies, Inc.	1,121		10,302
Instinet Group, Inc. (a)	12,047		72,162
Medallion Financial Corp.	2,220		20,846
			156,971
Insurance - 1.4%
Alfa Corp.	3,261		49,404
American National Insurance Co.	1,104		112,222
American Physicians Capital, Inc. (a)	608		20,252
Arch Capital Group Ltd. (a)	1,403		54,647
Argonaut Group, Inc. (a)	1,453		28,886
Baldwin & Lyons, Inc. Class B	832		21,632
Ceres Group, Inc. (a)	3,225		16,125
Cincinnati Financial Corp.	6,852		306,970
Direct General Corp.	720		20,520
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Insurance - continued
Donegal Group, Inc. Class A	228		$ 4,902
EMC Insurance Group	800		17,368
Enstar Group, Inc. (a)	207		12,813
Erie Indemnity Co. Class A	2,472		128,989
FPIC Insurance Group, Inc. (a)	864		28,538
Harleysville Group, Inc.	1,317		31,661
Infinity Property & Casualty Corp.	880		32,560
IPC Holdings Ltd.	2,024		86,162
Kansas City Life Insurance Co.	544		26,895
Max Re Capital Ltd.	1,912		36,443
Millea Holdings, Inc. ADR	641		45,428
National Western Life Insurance Co. Class A (a)	128		20,760
Navigators Group, Inc. (a)	480		13,560
Ohio Casualty Corp. (a)	2,648		56,879
Philadelphia Consolidated Holding Corp. (a)	896		61,152
PMA Capital Corp. Class A (a)	1,688		16,796
Presidential Life Corp.	1,533		25,616
Quanta Capital Holdings Ltd. (a)	2,300		21,574
SAFECO Corp.	5,538		268,427
Safety Insurance Group, Inc.	1,008		27,720
Selective Insurance Group, Inc.	1,121		50,210
State Auto Financial Corp.	1,720		46,096
The Midland Co. (a)	880		27,984
Triad Guaranty, Inc. (a)	592		35,520
United Fire & Casualty Co.	448		29,837
Universal American Financial Corp. (a)	2,617		34,937
USI Holdings Corp. (a)	2,052		23,557
			1,843,042
Real Estate - 0.2%
Capital Automotive (SBI)	1,285		43,317
Elbit Medical Imaging Ltd. (a)	1,814		17,795
Gladstone Commercial Corp.	1,304		21,829
Investors Real Estate Trust	2,633		27,804
Monmouth Real Estate Investment Corp. Class A	2,628		21,734
Price Legacy Corp.	2,067		39,480
Saxon Capital, Inc.	1,777		40,338
Tarragon Realty Investors, Inc. (a)	1,192		17,153
			229,450
Thrifts & Mortgage Finance - 1.8%
Accredited Home Lenders Holding Co. (a)	960		41,232
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Anchor BanCorp Wisconsin, Inc.	992		$ 28,976
Bank Mutual Corp.	2,975		36,682
BankUnited Financial Corp. Class A (a)	1,072		32,953
Beverly Hills Bancorp, Inc.	2,657		26,331
Brookline Bancorp, Inc., Delaware	2,180		35,316
Camco Financial Corp.	1,218		18,550
Capitol Federal Financial	2,693		95,009
CFS Bancorp, Inc.	1,277		17,597
Charter Financial Corp.	800		32,728
Citizens First Bancorp, Inc.	864		22,507
Citizens South Banking Corp.	1,509		19,768
City Bank Lynnwood	544		20,966
Clifton Savings Bancorp, Inc.	1,057		13,635
Commercial Capital Bancorp, Inc.	2,246		53,590
Cooperative Bankshares, Inc.	720		19,872
Corus Bankshares, Inc.	992		48,281
Dime Community Bancorp, Inc.	1,629		29,892
E-Loan, Inc. (a)	3,693		9,971
ESB Financial Corp.	1,570		22,153
FFLC Bancorp, Inc.	799		26,071
Fidelity Bankshares, Inc.	720		29,542
First Busey Corp.	912		18,650
First Federal Bancshares of Arkansas, Inc.	993		21,618
First Financial Holdings, Inc.	528		17,287
First Financial Service Corp.	736		18,871
First Niagara Financial Group, Inc.	3,959		57,168
First Pactrust Bancorp, Inc.	800		20,720
First Place Financial Corp.	944		21,240
Flushing Financial Corp.	976		20,740
FMS Financial Corp.	848		15,111
Harbor Florida Bancshares, Inc.	960		33,696
Heritage Financial Corp., Washington	998		21,667
HMN Financial, Inc.	751		24,002
Horizon Financial Corp.	1,205		24,715
Hudson City Bancorp, Inc.	8,109		325,820
Hudson River Bancorp, Inc.	1,184		23,976
Independence Community Bank Corp.	3,510		149,105
KNBT Bancorp, Inc.	1,259		21,554
LSB Corp.	1,057		19,512
MAF Bancorp., Inc.	1,565		71,834
MASSBANK Corp.	578		21,444
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
MutualFirst Financial, Inc.	864		$ 20,347
NASB Financial, Inc.	544		21,787
NetBank, Inc.	2,204		22,635
NewAlliance Bancshares, Inc.	4,808		72,264
NewMil Bancorp, Inc.	752		22,643
Northeast Pennsylvania Financial Corp.	960		16,310
Northwest Bancorp, Inc.	1,736		44,910
Pamrapo Bancorp, Inc.	733		17,592
Parkvale Financial Corp.	816		25,467
Partners Trust Financial Group, Inc.	2,012		22,514
People's Bank, Connecticut	3,908		155,382
Provident Bancorp, Inc., Delaware	1,697		22,502
PVF Capital Corp.	294		4,204
Riverview Bancorp, Inc.	969		20,873
Severn Bancorp, Inc.	560		22,372
Sound Federal Bancorp, Inc.	1,407		21,388
Sterling Financial Corp., Washington (a)	942		37,633
TierOne Corp.	848		21,039
Timberland Bancorp, Inc.	837		20,507
United Community Financial Corp., Ohio	1,456		16,729
Washington Federal, Inc.	3,173		85,576
Waypoint Financial Corp.	1,189		33,019
Willow Grove Bancorp, Inc.	976		17,597
			2,395,642
TOTAL FINANCIALS			14,347,216
HEALTH CARE - 12.9%
Biotechnology - 7.2%
Abgenix, Inc. (a)	4,002		40,620
AEterna Zentaris Laboratories, Inc. (a)	3,264		20,807
Affymetrix, Inc. (a)	2,520		85,554
Albany Molecular Research, Inc. (a)	1,485		15,919
Alexion Pharmaceuticals, Inc. (a)	1,157		23,927
Alkermes, Inc. (a)	4,109		56,663
Amgen, Inc. (a)	53,096		3,187,884
Amylin Pharmaceuticals, Inc. (a)	4,137		84,312
Angiotech Pharmaceuticals, Inc. (a)	3,649		67,476
Aphton Corp. (a)	2,415		7,970
Arena Pharmaceuticals, Inc. (a)	2,044		11,447
ARIAD Pharmaceuticals, Inc. (a)	1,964		11,332
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Array Biopharma, Inc. (a)	1,043		$ 8,719
Avant Immunotherapeutics, Inc. (a)	7,617		14,091
Axonyx, Inc. (a)	2,023		14,889
Biogen Idec, Inc. (a)	13,975		820,053
BioMarin Pharmaceutical, Inc. (a)	2,937		15,654
Biopure Corp. Class A (a)(d)	2,325		1,186
Celgene Corp. (a)	6,922		189,801
Cell Genesys, Inc. (a)	2,044		15,003
Cell Therapeutics, Inc. (a)(d)	2,837		21,221
Cephalon, Inc. (a)	2,296		109,129
Cepheid, Inc. (a)	2,568		23,651
Chiron Corp. (a)	8,087		263,394
Ciphergen Biosystems, Inc. (a)	1,461		4,704
Corgentech, Inc.	1,034		18,819
Corixa Corp. (a)	2,809		10,534
Cubist Pharmaceuticals, Inc. (a)	1,716		20,592
CuraGen Corp. (a)	3,177		19,157
Curis, Inc. (a)	2,737		11,085
CV Therapeutics, Inc. (a)	1,349		29,246
Cytogen Corp. (a)	1,020		10,047
Cytokinetics, Inc.	1,082		9,305
deCODE genetics, Inc. (a)	3,017		19,611
Dendreon Corp. (a)	2,405		23,593
Digene Corp. (a)	897		21,692
Diversa Corp. (a)	2,421		20,506
DOV Pharmaceutical, Inc. (a)	1,000		18,510
Dyax Corp. (a)	1,604		12,720
Dynavax Technologies Corp.	970		6,809
Encysive Pharmaceuticals, Inc. (a)	2,585		28,047
Enzon Pharmaceuticals, Inc. (a)	2,027		27,446
Exact Sciences Corp. (a)	1,016		3,515
Exelixis, Inc. (a)	3,677		32,983
Eyetech Pharmaceuticals, Inc.	1,597		64,391
Gen-Probe, Inc. (a)	2,064		82,354
Genaera Corp. (a)	3,056		11,032
Gene Logic, Inc. (a)	2,341		7,889
Genelabs Technologies, Inc. (a)	9,488		6,736
Genencor International, Inc. (a)	2,645		42,849
Genitope Corp.	944		14,896
Genta, Inc. (a)	3,437		4,468
Genzyme Corp. - General Division (a)	9,655		540,777
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Geron Corp. (a)	1,668		$ 11,593
Gilead Sciences, Inc. (a)	18,126		624,622
GTx, Inc.	1,569		21,025
Harvard Bioscience, Inc. (a)	2,140		8,496
Human Genome Sciences, Inc. (a)	5,855		64,405
ICOS Corp. (a)	2,773		66,968
ID Biomedical Corp. (a)	1,836		29,879
Idenix Pharmaceuticals, Inc.	1,940		28,033
Ilex Oncology, Inc. (a)	1,864		46,339
ImClone Systems, Inc. (a)	3,372		142,366
ImmunoGen, Inc. (a)	2,633		20,590
Immunomedics, Inc. (a)	2,681		7,534
Incyte Corp. (a)	3,677		37,763
Indevus Pharmaceuticals, Inc. (a)	2,633		18,194
InterMune, Inc. (a)	1,541		19,124
Introgen Therapeutics, Inc. (a)(d)	1,688		11,782
Invitrogen Corp. (a)	2,120		128,260
Isis Pharmaceuticals, Inc. (a)	3,161		14,920
Keryx Biopharmaceuticals, Inc. (a)	1,264		15,459
La Jolla Pharmaceutical Co. (a)	2,301		3,244
Lexicon Genetics, Inc. (a)	3,549		24,949
LifeCell Corp. (a)	1,168		12,077
Ligand Pharmaceuticals, Inc. Class B (a)	3,381		37,867
Luminex Corp. (a)	1,980		17,840
MannKind Corp.	1,270		19,939
Marshall Edwards, Inc.	2,395		21,699
Martek Biosciences (a)	1,009		39,220
Maxim Pharmaceuticals, Inc. (a)	1,761		5,125
Maxygen, Inc. (a)	1,820		18,364
Medarex, Inc. (a)	3,997		43,567
MedImmune, Inc. (a)	10,540		280,364
Memory Pharmaceuticals Corp.	664		4,150
Millennium Pharmaceuticals, Inc. (a)	12,908		162,899
Myogen, Inc.	1,567		12,787
Myriad Genetics, Inc. (a)	1,517		29,187
Nabi Biopharmaceuticals (a)	2,376		34,214
Nanogen, Inc. (a)	1,562		7,013
Neogen Corp. (a)	960		20,774
Neopharm, Inc. (a)	1,168		13,607
Neose Technologies, Inc. (a)	1,429		9,989
Neurochem, Inc. (a)	1,455		29,175
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Neurocrine Biosciences, Inc. (a)	1,509		$ 69,414
Neurogen Corp. (a)	1,980		17,325
Northfield Laboratories, Inc. (a)(d)	1,473		27,545
Novavax, Inc. (a)	1,868		6,389
NPS Pharmaceuticals, Inc. (a)	1,672		29,946
Nuvelo, Inc. (a)	1,381		13,465
ONYX Pharmaceuticals, Inc. (a)	1,553		48,578
OraSure Technologies, Inc. (a)	1,900		13,604
Orchid BioSciences, Inc. (a)	784		8,397
Oscient Pharmaceuticals Corp. (a)	2,988		9,741
OSI Pharmaceuticals, Inc. (a)	1,784		84,883
Peregrine Pharmaceuticals, Inc. (a)	7,380		9,373
Pharmacopeia Drug Discovery, Inc. (a)	664		3,838
Pharmacyclics, Inc. (a)	1,239		12,910
Pharmion Corp.	1,182		50,046
PRAECIS Pharmaceuticals, Inc. (a)	2,969		6,265
Progenics Pharmaceuticals, Inc. (a)	752		11,242
Protein Design Labs, Inc. (a)	4,281		77,572
QIAGEN NV (a)	5,919		63,984
QLT, Inc. (a)	4,036		65,409
Regeneron Pharmaceuticals, Inc. (a)	2,277		20,994
Renovis, Inc.	859		12,456
Rigel Pharmaceuticals, Inc. (a)	1,024		25,620
Savient Pharmaceuticals, Inc. (a)	3,549		7,808
SciClone Pharmaceuticals, Inc. (a)	2,044		8,340
Seattle Genetics, Inc. (a)	2,028		13,851
Senomyx, Inc.	1,630		16,137
Sequenom, Inc. (a)	3,869		3,443
Serologicals Corp. (a)	1,232		28,755
Sirna Therapeutics, Inc. (a)	2,022		6,248
Stratagene Corp. (a)	917		6,290
Tanox, Inc. (a)	2,072		28,697
Targeted Genetics Corp. (a)	5,774		7,622
Techne Corp. (a)	1,768		65,681
Telik, Inc. (a)	1,720		32,869
Third Wave Technologies, Inc. (a)	3,437		27,702
Transkaryotic Therapies, Inc. (a)	1,899		43,316
Trimeris, Inc. (a)	941		11,678
United Therapeutics Corp. (a)	944		41,545
Vasogen, Inc. (a)	1,762		8,409
Vertex Pharmaceuticals, Inc. (a)	3,677		39,050
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Vicuron Pharmaceuticals, Inc. (a)	2,632		$ 46,297
Vion Pharmaceuticals, Inc. (a)	4,066		19,273
XOMA Ltd. (a)	3,485		6,970
Zymogenetics, Inc. (a)	2,196		49,937
			9,609,331
Health Care Equipment & Supplies - 2.2%
Abaxis, Inc. (a)	1,200		15,048
Abiomed, Inc. (a)	2,092		31,757
Advanced Neuromodulation Systems, Inc. (a)	848		30,613
Aksys Ltd. (a)(d)	1,668		11,025
Align Technology, Inc. (a)	2,821		29,818
American Medical Systems Holdings, Inc. (a)	1,509		57,583
Analogic Corp.	544		24,654
Anika Therapeutics, Inc. (a)	1,319		12,465
Animas Corp.	768		12,442
Arrow International, Inc.	1,880		56,851
Arthrocare Corp. (a)	1,056		31,965
Aspect Medical Systems, Inc. (a)	1,272		31,037
BioLase Technology, Inc. (d)	1,108		10,016
Biomet, Inc.	10,764		515,273
Biosite, Inc. (a)	784		43,661
BioVeris Corp. (a)	1,050		6,489
Bruker BioSciences Corp. (a)	4,771		21,994
Cardiac Science, Inc. (a)	4,173		8,847
Cardiodynamics International Corp. (a)	3,081		14,080
Closure Medical Corp. (a)	752		13,378
CNS., Inc.	1,368		16,512
Conceptus, Inc. (a)	1,176		10,502
CONMED Corp. (a)	1,349		39,081
CTI Molecular Imaging, Inc. (a)	2,161		28,914
Cyberonics, Inc. (a)	1,008		18,719
Cytyc Corp. (a)	4,795		128,698
Dade Behring Holdings, Inc. (a)	1,640		88,052
Datascope Corp.	688		27,582
DENTSPLY International, Inc.	3,188		167,721
Encore Medical Corp. (a)	2,044		12,867
Endocardial Solutions, Inc. (a)	2,285		25,980
Epix Pharmaceuticals, Inc. (a)	1,024		18,022
Exactech, Inc. (a)	784		14,771
Foxhollow Technologies, Inc.	902		23,362
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Given Imaging Ltd. (a)(d)	1,389		$ 46,268
Hologic, Inc. (a)	1,200		29,988
I-Flow Corp. (a)	1,593		32,704
ICU Medical, Inc. (a)	704		17,565
IDEXX Laboratories, Inc. (a)	1,429		73,736
Illumina, Inc. (a)	2,618		19,897
Immucor, Inc. (a)	1,137		36,555
INAMED Corp. (a)	1,708		91,634
Integra LifeSciences Holdings Corp. (a)	1,157		39,326
IntraLase Corp.	1,034		18,457
Intuitive Surgical, Inc. (a)	1,293		46,457
Kensey Nash Corp. (a)	624		19,506
Kyphon, Inc. (a)	1,752		42,153
Laserscope, Inc. (a)	1,120		36,422
Matthews International Corp. Class A	1,397		51,507
Merit Medical Systems, Inc. (a)	1,065		12,098
Micro Therapeutics, Inc. (a)	2,633		10,479
Molecular Devices Corp. (a)	816		17,160
Nutraceutical International Corp. (a)	1,309		20,983
NuVasive, Inc.	985		9,358
Ocular Sciences, Inc. (a)	1,221		58,991
Orthofix International NV (a)	608		23,062
Orthologic Corp. (a)	2,793		16,004
Orthovita, Inc. (a)	3,341		12,863
Palomar Medical Technologies, Inc. (a)	844		19,015
PolyMedica Corp.	992		35,266
Possis Medical, Inc. (a)	960		11,078
Quidel Corp. (a)	2,108		13,597
Regeneration Technologies, Inc. (a)	1,320		12,276
Respironics, Inc. (a)	1,397		77,366
SonoSight, Inc. (a)	784		23,402
Staar Surgical Co. (a)	1,112		6,594
Stereotaxis, Inc.	1,830		17,843
SurModics, Inc. (a)	736		22,154
Syneron Medical Ltd.	919		24,859
Synovis Life Technologies, Inc. (a)	509		6,032
Thoratec Corp. (a)	2,517		25,170
TriPath Imaging, Inc. (a)	1,868		13,412
Urologix, Inc. (a)	832		5,924
Utah Medical Products, Inc.	640		13,920
Varian, Inc. (a)	1,413		52,917
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Vascular Solutions, Inc. (a)	1,263		$ 13,085
Ventana Medical Systems, Inc. (a)	752		44,932
Vital Signs, Inc.	656		24,541
Wright Medical Group, Inc. (a)	1,509		39,913
Young Innovations, Inc.	544		17,375
Zoll Medical Corp. (a)	448		15,201
			2,918,824
Health Care Providers & Services - 1.9%
Accredo Health, Inc. (a)	2,072		56,089
Advisory Board Co. (a)	339		12,079
Alderwoods Group, Inc. (a)	2,617		27,688
Allied Healthcare International, Inc. (a)	915		4,923
Allscripts Healthcare Solutions, Inc. (a)	2,466		24,290
Amedisys, Inc. (a)	715		23,538
America Service Group, Inc. (a)	495		12,400
American Healthways, Inc. (a)	1,387		46,256
AmSurg Corp. (a)	1,416		36,405
Andrx Corp. (a)	3,324		59,167
Cerner Corp. (a)	1,581		83,350
Computer Programs & Systems, Inc.	656		14,170
Corvel Corp. (a)	480		15,226
Cross Country Healthcare, Inc. (a)	1,652		29,323
D & K Healthcare Resources, Inc.	961		6,977
Dendrite International, Inc. (a)	1,812		30,931
Eclipsys Corp. (a)	2,209		42,965
eResearchTechnology, Inc. (a)	2,227		32,826
Express Scripts, Inc. (a)	3,171		228,185
First Health Group Corp. (a)	3,781		67,377
Genesis HealthCare Corp. (a)	880		28,380
Gentiva Health Services, Inc. (a)	1,684		28,039
HealthExtras, Inc. (a)	1,836		29,321
Henry Schein, Inc. (a)	1,704		111,067
ICON PLC sponsored ADR (a)	560		20,910
IDX Systems Corp. (a)	1,301		45,691
LabOne, Inc. (a)	768		23,155
LCA-Vision, Inc.	636		20,861
Lifeline Systems, Inc. (a)	1,056		28,565
LifePoint Hospitals, Inc. (a)	1,597		58,738
Lincare Holdings, Inc. (a)	4,137		159,647
Magellan Health Services, Inc. (a)	1,166		41,567
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Matria Healthcare, Inc. (a)	880		$ 30,800
Medcath Corp. (a)	1,384		30,060
Merge Technologies, Inc. (a)	765		14,742
National Medical Health Card Systems, Inc. (a)	508		10,866
Odyssey Healthcare, Inc. (a)	1,565		20,893
Omnicell, Inc. (a)	1,204		12,943
Option Care, Inc.	1,288		22,179
PAREXEL International Corp. (a)	1,309		27,005
Patterson Companies, Inc. (a)	5,610		229,225
PDI, Inc. (a)	672		15,637
Per-Se Technologies, Inc. (a)	1,505		20,754
Pharmaceutical Product Development, Inc. (a)	2,280		96,011
PRA International	906		20,530
Priority Healthcare Corp. Class B (a)	1,656		34,610
PSS World Medical, Inc. (a)	3,309		41,409
Psychiatric Solutions, Inc. (a)	942		30,662
ResCare, Inc. (a)	1,900		28,500
SFBC International, Inc. (a)	648		25,162
Stewart Enterprises, Inc. Class A (a)	5,583		41,426
Sun Healthcare Group, Inc. (a)	1,524		11,430
Symbion, Inc.	735		14,083
TLC Vision Corp. (a)	3,081		36,085
TriZetto Group, Inc. (a)	2,537		17,962
United Surgical Partners International, Inc. (a)	1,253		49,456
VCA Antech, Inc. (a)	3,536		65,628
Ventiv Health, Inc. (a)	1,720		33,299
VistaCare, Inc. Class A (a)	784		13,324
Vital Images, Inc. (a)	548		8,872
VitalWorks, Inc. (a)	2,793		11,256
WebMD Corp. (a)	13,188		95,613
			2,560,528
Pharmaceuticals - 1.6%
aaiPharma, Inc. (a)(d)	1,265		3,909
Able Laboratories, Inc. (a)	752		16,356
Acusphere, Inc. (d)	2,301		15,187
Adolor Corp. (a)	1,445		19,984
Advancis Pharmaceutical Corp.	459		1,198
American Pharmaceutical Partners, Inc. (a)(d)	3,160		93,947
Antigenics, Inc. (a)	2,140		20,159
Atherogenics, Inc. (a)	1,832		43,437
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Pharmaceuticals - continued
Axcan Pharma, Inc. (a)	2,100		$ 37,026
Barrier Therapeutics, Inc.	908		15,145
Bone Care International, Inc. (a)	1,096		25,559
Connetics Corp. (a)	1,477		30,884
Cypress Bioscience, Inc. (a)	1,643		19,141
DepoMed, Inc. (a)	3,286		15,313
Discovery Laboratories, Inc. (a)	2,060		14,379
Discovery Partners International, Inc. (a)	2,268		10,433
Endo Pharmaceuticals Holdings, Inc. (a)	5,038		103,178
Eon Labs, Inc. (a)	3,792		102,232
First Horizon Pharmaceutical Corp. (a)	1,716		33,565
Flamel Technologies SA sponsored ADR (a)	850		17,842
Guilford Pharmaceuticals, Inc. (a)	2,060		11,618
Hollis-Eden Pharmaceuticals, Inc. (a)	833		8,447
Impax Laboratories, Inc. (a)	2,408		30,148
InKine Pharmaceutical, Inc. (a)	3,097		16,213
Inspire Pharmaceuticals, Inc. (a)	1,525		27,313
Kos Pharmaceuticals, Inc. (a)	1,547		65,856
Medicines Co. (a)	2,104		52,474
MGI Pharma, Inc. (a)	2,794		75,410
Nektar Therapeutics (a)	3,011		56,261
New River Pharmaceuticals, Inc.	1,034		16,182
NitroMed, Inc. (d)	1,311		27,400
Noven Pharmaceuticals, Inc. (a)	1,232		22,521
Novogen Ltd. sponsored ADR (a)	354		7,558
Pain Therapeutics, Inc. (a)	2,338		17,605
Penwest Pharmaceuticals Co. (a)	893		11,118
Perrigo Co.	3,189		57,530
Pharmos Corp. (a)(d)	7,632		30,528
Pozen, Inc. (a)	1,304		9,050
Salix Pharmaceuticals Ltd. (a)	1,632		24,725
Santarus, Inc.	1,511		14,732
Sepracor, Inc. (a)	4,410		196,289
Shire Pharmaceuticals Group PLC sponsored ADR	1,946		58,438
SuperGen, Inc. (a)	2,044		14,758
Taro Pharmaceutical Industries Ltd. (a)	1,173		34,768
Teva Pharmaceutical Industries Ltd. sponsored ADR	18,606		507,572
Theravance, Inc.	1,730		30,448
Vivus, Inc. (a)	3,421		20,115
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Pharmaceuticals - continued
Warner Chilcott PLC ADR	212		$ 13,803
Zila, Inc. (a)	3,853		17,146
			2,114,900
TOTAL HEALTH CARE			17,203,583
INDUSTRIALS - 5.8%
Aerospace & Defense - 0.3%
Applied Signal Technology, Inc.	720		27,331
BE Aerospace, Inc. (a)	2,905		30,784
Ceradyne, Inc. (a)	746		36,852
Elbit Systems Ltd. (d)	1,848		41,451
Engineered Support Systems, Inc.	976		53,680
Innovative Solutions & Support, Inc. (a)	615		18,825
Invision Technologies, Inc. (a)	864		41,887
Kaman Corp. Class A	1,620		19,440
KVH Industries, Inc. (a)	573		5,787
Mercury Computer Systems, Inc.(a)	1,040		32,760
MTC Technologies, Inc. (a)	704		21,641
SI International, Inc. (a)	643		18,608
Sypris Solutions, Inc.	1,040		16,921
			365,967
Air Freight & Logistics - 0.5%
C.H. Robinson Worldwide, Inc.	3,356		180,385
EGL, Inc. (a)	2,152		72,608
Expeditors International of Washington, Inc.	4,539		241,747
Forward Air Corp. (a)	1,024		47,462
Hub Group, Inc. Class A (a)	453		19,706
Pacer International, Inc. (a)	1,672		32,704
UTI Worldwide, Inc.	1,088		74,996
			669,608
Airlines - 0.3%
FLYi, Inc. (a)	2,373		4,461
Frontier Airlines, Inc. (a)	1,461		17,138
JetBlue Airways Corp. (a)(d)	4,121		98,945
MAIR Holdings, Inc. (a)	2,373		21,832
Mesa Air Group, Inc. (a)	1,752		12,299
Northwest Airlines Corp. (a)	4,285		43,878
Republic Airways Holdings, Inc.	1,063		12,225
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Airlines - continued
Ryanair Holdings PLC sponsored ADR (a)	2,607		$ 102,064
SkyWest, Inc.	2,616		49,782
			362,624
Building Products - 0.1%
Aaon, Inc. (a)	832		13,229
American Woodmark Corp.	687		27,638
Apogee Enterprises, Inc.	1,652		24,086
Quixote Corp.	528		11,067
Universal Forest Products, Inc.	784		33,837
			109,857
Commercial Services & Supplies - 2.3%
Apollo Group, Inc. Class A (a)	7,826		623,732
Asset Acceptance Capital Corp.	1,545		31,842
Bright Horizons Family Solutions, Inc. (a)	576		36,144
Career Education Corp. (a)	4,274		166,259
Carlisle Holdings Ltd. (non-vtg.)	3,225		21,995
Casella Waste Systems, Inc. Class A (a)	1,272		19,220
Century Business Services, Inc. (a)	5,042		21,681
Charles River Associates, Inc. (a)	512		22,088
Cintas Corp.	7,263		324,801
Coinstar, Inc. (a)	1,168		30,391
Copart, Inc. (a)	4,201		90,742
Corinthian Colleges, Inc. (a)	3,568		62,172
Corporate Executive Board Co.	1,820		122,086
CoStar Group, Inc. (a)	816		35,741
DiamondCluster International, Inc. Class A (a)	1,220		14,921
Duratek, Inc. (a)	873		20,088
Educate, Inc.	1,774		23,417
Education Management Corp. (a)	2,918		96,703
Electro Rent Corp.	1,752		24,843
Exponent, Inc. (a)	749		20,815
FirstService Corp. (a)	737		23,783
G&K Services, Inc. Class A	992		40,751
General Binding Corp. (a)	1,018		13,570
Gevity HR, Inc.	960		17,002
Greg Manning Auctions, Inc. (a)	1,285		14,739
Healthcare Services Group, Inc.	682		14,145
Heidrick & Struggles International, Inc. (a)	1,024		35,226
Herman Miller, Inc.	2,948		72,412
Hudson Highland Group, Inc. (a)	522		14,256
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Huron Consulting Group, Inc.	768		$ 16,243
ICT Group, Inc. (a)	882		7,541
Insurance Auto Auctions, Inc. (a)	605		13,425
Integrated Alarm Services Group, Inc. (a)(d)	1,620		6,820
Intersections, Inc.	716		12,888
Kelly Services, Inc. Class A (non-vtg.)	1,640		49,856
Kforce, Inc. (a)	1,836		21,995
Laureate Education, Inc. (a)	1,864		73,423
Layne Christensen Co. (a)	473		9,176
Learning Tree International, Inc. (a)	1,056		13,865
LECG Corp.	768		15,014
McGrath RentCorp.	672		28,399
Mobile Mini, Inc. (a)	800		24,232
Monster Worldwide, Inc. (a)	4,830		136,158
NCO Group, Inc. (a)	1,189		29,856
On Assignment, Inc. (a)	1,797		9,380
PICO Holdings, Inc. (a)	579		11,933
Portfolio Recovery Associates, Inc. (a)	704		26,400
PRG-Schultz International, Inc. (a)	3,533		19,078
Princeton Review, Inc. (a)	2,204		13,092
Resources Connection, Inc. (a)	1,088		49,352
School Specialty, Inc. (a)	800		30,400
SOURCECORP, Inc. (a)	832		13,836
Stericycle, Inc. (a)	1,525		63,730
Strayer Education, Inc.	586		62,983
Teletech Holdings, Inc. (a)	3,565		34,830
Tetra Tech, Inc. (a)	2,328		35,479
United Stationers, Inc. (a)	1,301		62,292
Vertrue, Inc. (a)	576		19,987
Waste Industries USA, Inc.	1,800		20,646
Waste Services, Inc. (a)	2,579		9,514
West Corp. (a)	2,385		82,616
			3,080,004
Construction & Engineering - 0.0%
Insituform Technologies, Inc. Class A (a)	1,189		27,751
Washington Group International, Inc. (a)	1,120		43,680
			71,431
Electrical Equipment - 0.5%
Active Power, Inc. (a)	1,682		7,653
American Power Conversion Corp.	8,359		176,709
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Electrical Equipment - continued
American Superconductor Corp. (a)	1,201		$ 16,629
Artesyn Technologies, Inc. (a)	2,188		20,830
Ballard Power Systems, Inc. (a)	5,251		35,023
Capstone Turbine Corp. (a)	7,922		14,814
Color Kinetics, Inc.	868		14,044
Deswell Industries, Inc.	608		14,987
Distributed Energy Systems Corp. (a)	4,834		12,955
Encore Wire Corp. (a)	1,090		14,688
Energy Conversion Devices, Inc. (a)	1,064		23,685
Franklin Electric Co., Inc.	800		32,528
FuelCell Energy, Inc. (a)	2,184		21,949
Genlyte Group, Inc. (a)	528		42,330
Hydrogenics Corp. (a)	3,129		16,226
II-VI, Inc. (a)	752		32,449
Intermagnetics General Corp. (a)	1,152		33,949
LSI Industries, Inc.	1,534		15,248
Medis Technologies Ltd. (a)(d)	1,368		22,230
Microvision, Inc. (a)(d)	2,512		19,116
Plug Power, Inc. (a)	3,304		19,527
Powell Industries, Inc. (a)	816		13,195
Power-One, Inc. (a)	3,933		36,144
Ultralife Batteries, Inc. (a)	957		14,393
Valence Technology, Inc. (a)	4,141		14,908
Vicor Corp.	1,688		18,349
Woodward Governor Co.	512		37,299
			741,857
Industrial Conglomerates - 0.0%
Raven Industries, Inc.	1,056		22,672
Westaim Corp. (a)	4,725		12,191
			34,863
Machinery - 0.8%
A.S.V., Inc. (a)	736		30,860
American Science & Engineering, Inc. (a)	438		16,188
Astec Industries, Inc. (a)	1,381		22,980
Bucyrus International, Inc. Class A	604		23,858
Commercial Vehicle Group, Inc.	713		13,975
CUNO, Inc. (a)	752		49,279
GSI Lumonics, Inc. (a)	2,184		21,491
Joy Global, Inc.	2,408		97,982
Lincoln Electric Holdings, Inc.	1,640		58,860
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Machinery - continued
Middleby Corp.	361		$ 20,729
Nordson Corp. (a)	1,509		57,433
PACCAR, Inc.	7,391		577,237
Pure Cycle Corp. (a)	1,673		12,882
Tecumseh Products Co.	588		25,754
Tecumseh Products Co. Class A (non-vtg.)	560		25,642
Volvo AB ADR	457		18,600
			1,073,750
Marine - 0.1%
Alexander & Baldwin, Inc.	1,541		65,200
Stolt-Nielsen SA Class B sponsored ADR (a)	790		22,175
			87,375
Road & Rail - 0.7%
AMERCO (a)	751		30,904
Arkansas Best Corp.	1,088		46,915
Covenant Transport, Inc. Class A (a)	912		17,529
Heartland Express, Inc.	3,108		68,252
J.B. Hunt Transport Services, Inc.	3,236		130,087
Knight Transportation, Inc. (a)	2,419		58,298
Landstar System, Inc. (a)	1,184		83,484
Marten Transport Ltd. (a)	864		18,965
Old Dominion Freight Lines, Inc. (a)	960		30,096
Overnite Corp.	1,246		44,034
P.A.M. Transportation Services, Inc. (a)	688		13,966
SCS Transportation, Inc. (a)	976		20,642
Swift Transportation Co., Inc. (a)	3,525		68,702
U.S. Xpress Enterprises, Inc. Class A (a)	744		19,344
USA Truck, Inc. (a)	1,461		18,102
USF Corp.	1,237		45,732
Werner Enterprises, Inc.	3,788		85,230
Yellow Roadway Corp. (a)	2,028		107,180
			907,462
Trading Companies & Distributors - 0.2%
Aceto Corp.	700		11,900
Beacon Roofing Supply, Inc.	1,096		20,035
Fastenal Co.	3,188		194,978
Lawson Products, Inc.	640		31,264
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Trading Companies & Distributors - continued
NuCo2, Inc. (a)	670		$ 16,616
UAP Holding Corp.	2,105		34,417
			309,210
TOTAL INDUSTRIALS			7,814,008
INFORMATION TECHNOLOGY - 49.8%
Communications Equipment - 9.3%
3Com Corp. (a)	16,199		71,924
ADC Telecommunications, Inc. (a)	36,669		86,172
Adtran, Inc.	3,253		72,900
Advanced Fibre Communications, Inc. (a)	3,653		59,727
Airspan Networks, Inc. (a)	1,625		8,921
Alvarion Ltd. (a)	2,825		41,443
Anaren, Inc. (a)	1,264		16,981
Andrew Corp. (a)	6,671		94,728
Arris Group, Inc. (a)	3,901		22,197
Aspect Communications Corp. (a)	3,406		36,955
AudioCodes Ltd. (a)	2,081		30,591
Audiovox Corp. Class A (a)	1,184		17,701
Avanex Corp. (a)	6,223		19,291
Avici Systems, Inc. (a)	1,295		9,259
Avocent Corp. (a)	1,944		73,736
Bel Fuse, Inc. Class B	399		13,658
Black Box Corp.	832		35,510
C-COR.net Corp. (a)	2,293		20,522
Carrier Access Corp. (a)	1,078		9,734
Centillium Communications, Inc. (a)	1,868		4,707
CIENA Corp. (a)	20,963		53,456
Cisco Systems, Inc. (a)	284,300		5,319,253
Computer Network Technology Corp. (a)	1,604		9,143
Comtech Telecommunications Corp. (a)	736		23,169
Comverse Technology, Inc. (a)	8,439		179,498
CyberGuard Corp. (a)	1,336		8,243
Digi International, Inc. (a)	2,060		31,703
Ditech Communications Corp. (a)	1,748		27,548
Echelon Corp. (a)	1,948		14,727
ECI Telecom Ltd. (a)	5,839		48,464
ECtel Ltd. (a)	371		1,091
EFJ, Inc. (a)	2,060		16,645
Extreme Networks, Inc. (a)	5,759		39,334
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
F5 Networks, Inc. (a)	1,365		$ 58,763
FalconStor Software, Inc. (a)(d)	2,713		21,243
Finisar Corp. (a)	10,335		18,913
Foundry Networks, Inc. (a)	5,602		74,787
Glenayre Technologies, Inc. (a)	3,440		6,295
Harmonic, Inc. (a)	3,485		27,078
Inter-Tel, Inc.	1,205		34,126
InterDigital Communication Corp. (a)	2,564		52,177
Ixia (a)	2,905		40,961
JDS Uniphase Corp. (a)	59,956		190,061
Juniper Networks, Inc. (a)	22,088		608,083
MRV Communications, Inc. (a)	6,207		23,953
NETGEAR, Inc. (a)	1,333		21,861
Network Engines, Inc. (a)	1,948		4,539
NMS Communications Corp. (a)	2,156		13,773
Oplink Communications, Inc. (a)	8,599		17,628
Packeteer, Inc. (a)	1,620		21,060
Paradyne Networks, Inc. (a)	5,324		20,657
PC-Tel, Inc. (a)	1,208		9,749
Polycom, Inc. (a)	4,233		96,682
Powerwave Technologies, Inc. (a)	3,597		29,093
Proxim Corp. Class A (a)	799		3,284
Qiao Xing Universal Telephone, Inc. (a)(d)	905		8,334
QUALCOMM, Inc.	68,200		2,838,484
REMEC, Inc. (a)	2,761		16,649
Research In Motion Ltd. (a)	7,882		696,583
SafeNet, Inc. (a)	1,036		36,944
SCM Microsystems, Inc. (a)	1,652		5,633
SeaChange International, Inc. (a)	1,409		24,066
Sierra Wireless, Inc. (a)	811		15,318
SiRF Technology Holdings, Inc.	1,848		23,414
Sonus Networks, Inc. (a)	9,700		64,117
SpectraLink Corp.	932		13,654
Stratex Networks, Inc. (a)	4,962		10,222
Superior Essex, Inc. (a)	730		12,228
Sycamore Networks, Inc. (a)	12,560		47,100
Symmetricom, Inc. (a)	2,617		28,264
Tekelec (a)	2,837		66,414
Telefonaktiebolaget LM Ericsson ADR (a)	7,151		237,771
Tellabs, Inc. (a)	18,143		155,123
Terayon Communication Systems, Inc. (a)	3,933		7,827
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Tollgrade Communications, Inc. (a)	756		$ 8,082
UTStarcom, Inc. (a)	4,457		87,090
Verso Technologies, Inc. (a)	12,319		9,978
ViaSat, Inc. (a)	1,253		26,150
Westell Technologies, Inc. Class A (a)	2,389		15,648
WJ Communications, Inc. (a)	3,629		12,302
Zhone Technologies, Inc. (a)	3,945		9,626
			12,390,718
Computers & Peripherals - 5.8%
ActivCard Corp. (a)	2,325		18,507
Adaptec, Inc. (a)	5,439		42,424
Advanced Digital Information Corp. (a)	2,945		27,035
Apple Computer, Inc. (a)	16,178		1,084,735
Applied Films Corp. (a)	544		12,055
Avid Technology, Inc. (a)	1,420		81,039
Brocade Communications Systems, Inc. (a)	11,532		79,917
Concurrent Computer Corp. (a)	3,709		7,047
Cray, Inc. (a)	3,193		11,207
Creative Technology Ltd. (Nasdaq)	3,629		46,451
Dell, Inc. (a)	105,000		4,254,600
Dot Hill Systems Corp. (a)	1,572		10,375
Electronics for Imaging, Inc. (a)	2,312		38,680
Hutchinson Technology, Inc. (a)	1,141		37,391
InFocus Corp. (a)	2,760		18,492
Intergraph Corp. (a)	1,960		51,352
Komag, Inc. (a)	1,189		19,916
Logitech International SA sponsored ADR (a)	297		17,559
M-Systems Flash Disk Pioneers Ltd. (a)	1,269		20,126
McDATA Corp.:
Class A (a)	3,509		19,826
Class B (a)	1,964		10,527
Mobility Electronics, Inc. (a)	1,445		14,031
Neoware Systems, Inc. (a)	792		6,938
Network Appliance, Inc. (a)	15,106		455,597
Novatel Wireless, Inc.	1,509		31,780
palmOne, Inc. (a)	2,070		72,533
Pinnacle Systems, Inc. (a)	3,081		16,083
Presstek, Inc. (a)	2,124		22,684
QLogic Corp. (a)	4,089		140,621
Rimage Corp. (a)	1,016		15,453
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
SanDisk Corp. (a)	6,582		$ 148,622
SBS Technologies, Inc. (a)	1,136		14,836
Scitex Corp. Ltd.	2,542		11,286
SimpleTech, Inc. (a)	2,172		10,795
Stratasys, Inc. (a)	402		12,985
Sun Microsystems, Inc. (a)	138,263		767,360
Synaptics, Inc. (a)	1,280		49,152
Transact Technologies, Inc. (a)	624		13,946
Xybernaut Corp. (a)	8,583		10,300
			7,724,263
Electronic Equipment & Instruments - 2.1%
Aeroflex, Inc. (a)	2,921		35,782
Agilysys, Inc.	1,852		30,614
Argon ST, Inc. (a)	1,174		30,360
BEI Technologies, Inc.	912		26,767
Bell Microproducts, Inc. (a)	2,367		20,238
Brightpoint, Inc. (a)	913		17,447
CDW Corp.	3,485		229,034
CellStar Corp. (a)	946		3,453
Cherokee International Corp.	783		6,710
Cogent, Inc.	3,170		106,417
Cognex Corp.	1,928		49,742
Coherent, Inc. (a)	1,349		38,973
CyberOptics Corp. (a)	495		6,960
Daktronics, Inc. (a)	1,056		27,372
DDi Corp. (a)	865		2,595
Digital Theater Systems, Inc. (a)	401		8,369
Dionex Corp. (a)	928		53,258
Electro Scientific Industries, Inc. (a)	1,413		27,440
Excel Technology, Inc. (a)	672		17,472
FARO Technologies, Inc. (a)	736		20,019
Flextronics International Ltd. (a)	22,779		326,879
FLIR Systems, Inc. (a)	1,397		78,721
Global Imaging Systems, Inc. (a)	864		32,331
Identix, Inc. (a)	4,570		36,240
INTAC International (a)	778		7,515
Itron, Inc. (a)	928		20,091
Lexar Media, Inc. (a)	3,048		24,049
Lipman Electronic Engineer Ltd. (Nasdaq)	1,060		30,040
Littelfuse, Inc. (a)	1,072		41,829
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - continued
M-Flex Electronix, Inc.	1,199		$ 21,906
Magal Security Systems Ltd.	405		5,281
Mechanical Technology, Inc. (a)	4,281		23,631
Merix Corp. (a)	928		10,097
Methode Electronics, Inc. Class A	1,688		22,282
Metrologic Instruments, Inc. (a)	1,550		31,667
Molex, Inc.	4,489		123,762
Molex, Inc. Class A (non-vtg.)	3,605		87,565
MTS Systems Corp.	1,157		35,115
National Instruments Corp.	3,300		94,380
Newport Corp. (a)	1,924		23,742
NU Horizons Electronics Corp. (a)	1,752		14,543
Optimal Group, Inc. Class A (a)	1,525		16,623
Orbotech Ltd. (a)	1,493		28,307
OSI Systems, Inc. (a)	752		16,333
PC Connection, Inc. (a)	1,461		10,271
Pemstar, Inc. (a)	3,293		5,042
Photon Dynamics, Inc. (a)	816		17,993
Planar Systems, Inc. (a)	689		7,345
Plexus Corp. (a)	2,132		29,315
RadiSys Corp. (a)	1,008		14,203
Richardson Electronics Ltd.	1,288		14,361
Rofin-Sinar Technologies, Inc. (a)	608		23,712
Sanmina-SCI Corp. (a)	22,840		201,677
ScanSource, Inc. (a)	560		36,232
SpatiaLight, Inc. (a)(d)	3,317		29,753
Staktek Holdings, Inc.	2,128		9,087
Suntron Corp. (a)	2,925		9,653
Superconductor Technologies, Inc. (a)	3,773		3,169
Taser International, Inc. (a)(d)	2,888		79,247
Tech Data Corp. (a)	2,376		107,847
Thermogenesis Corp. (a)	3,551		21,555
Trimble Navigation Ltd. (a)	2,235		70,559
TTM Technologies, Inc. (a)	1,892		19,639
Universal Display Corp. (a)	1,409		13,738
Veeco Instruments, Inc. (a)	1,413		27,398
Viisage Technology, Inc. (a)	2,332		18,819
X-Rite, Inc.	1,288		19,204
Xyratex Ltd.	1,732		24,594
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - continued
Zomax, Inc. (a)	2,485		$ 8,548
Zygo Corp. (a)	1,073		12,468
			2,747,380
Internet Software & Services - 3.5%
Akamai Technologies, Inc. (a)	5,695		73,750
Aladdin Knowledge Systems Ltd. (a)	571		16,605
America Online Latin America, Inc. (a)	15,633		10,005
aQuantive, Inc. (a)	2,953		25,662
Ariba, Inc. (a)	2,986		49,269
Art Technology Group, Inc. (a)	5,391		5,984
AsiaInfo Holdings, Inc. (a)	2,421		14,526
Ask Jeeves, Inc. (a)	2,396		61,913
Autobytel, Inc. (a)	1,868		13,599
Bankrate, Inc. (a)	1,077		17,189
Blue Coat Systems, Inc. (a)	420		7,010
Chordiant Software, Inc. (a)	3,837		7,866
CMGI, Inc. (a)	19,398		29,679
CNET Networks, Inc. (a)	6,410		59,741
Corillian Corp. (a)	1,616		9,389
Digital Insight Corp. (a)	1,549		25,287
Digital River, Inc. (a)	1,413		59,233
Digitas, Inc. (a)	4,361		35,804
DoubleClick, Inc. (a)	6,287		47,153
EarthLink, Inc. (a)	7,216		78,221
eCollege.com (a)	896		10,528
Entrust, Inc. (a)	3,709		13,835
Equinix, Inc. (a)	975		37,908
FindWhat.com (a)	1,008		19,434
Google, Inc. Class A	1,427		261,141
Greenfield Online, Inc.	691		13,302
Homestore, Inc. (a)	6,647		17,282
InfoSpace, Inc. (a)	1,493		66,140
Internet Capital Group, Inc. (a)	1,560		10,717
Interwoven, Inc. (a)	1,585		15,375
iPass, Inc. (a)	2,585		16,777
IPIX Corp. (a)	639		4,154
iVillage, Inc. (a)	4,250		20,166
j2 Global Communications, Inc. (a)	1,088		37,917
Jupitermedia Corp. (a)	1,806		30,287
Keynote Systems, Inc. (a)	1,368		17,415
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Kintera, Inc.	1,740		$ 14,146
LivePerson, Inc. (a)	2,445		6,455
LookSmart Ltd. (a)	5,122		10,188
Mamma.com, Inc. (a)	1,545		10,830
Marketwatch.com, Inc. (a)	1,043		18,920
MatrixOne, Inc. (a)	3,049		20,154
NaviSite, Inc. (a)	4,246		9,596
Neoforma, Inc. (a)	1,032		7,668
Net2Phone, Inc. (a)	2,252		7,724
Netease.com, Inc. sponsored ADR (a)	711		37,626
NetRatings, Inc. (a)	2,076		41,520
NIC, Inc. (a)	3,661		16,822
Open Text Corp. (a)	1,842		34,310
Openwave Systems, Inc. (a)	2,785		36,706
PEC Solutions, Inc. (a)	1,361		19,313
RealNetworks, Inc. (a)	7,572		47,704
Register.com, Inc. (a)	2,793		16,255
Retek, Inc. (a)	2,857		17,428
S1 Corp. (a)	4,045		37,902
SAVVIS Communications Corp. (a)	7,142		6,071
SeeBeyond Technology Corp. (a)	5,663		17,895
Selectica, Inc. (a)	3,389		13,048
Shopping.Com Ltd.	1,196		36,623
Sina Corp. (a)	2,072		76,498
SkillSoft PLC sponsored ADR (a)	3,949		28,512
Sohu.com, Inc. (a)	1,597		27,069
SonicWALL, Inc. (a)	3,805		23,401
Stellent, Inc. (a)	1,620		12,717
Supportsoft, Inc. (a)	1,684		8,555
Terra Networks SA sponsored ADR	2,463		9,066
Tippingpoint Technologies, Inc. (a)	490		17,028
Tom Online, Inc. ADR	317		4,666
Travelzoo, Inc. (a)(d)	814		75,702
Tumbleweed Communications Corp. (a)	2,252		7,882
United Online, Inc. (a)	2,708		28,894
ValueClick, Inc. (a)	3,709		47,846
VeriSign, Inc. (a)	10,875		357,788
Vignette Corp. (a)	12,996		16,505
Vitria Technology, Inc. (a)	2,505		8,667
WebEx Communications, Inc. (a)	1,912		45,391
webMethods, Inc. (a)	2,617		16,068
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Websense, Inc. (a)	1,088		$ 52,289
Yahoo!, Inc. (a)(d)	57,192		2,151,563
Zix Corp. (a)(d)	1,720		7,878
			4,749,152
IT Services - 1.5%
Acxiom Corp.	3,653		92,384
Answerthink, Inc. (a)	1,793		8,086
Carreker Corp. (a)	1,399		11,808
CheckFree Corp. (a)	3,961		146,755
Cognizant Technology Solutions Corp. Class A (a)	5,514		210,249
Corio, Inc. (a)	4,625		7,678
Covansys Corp. (a)	1,343		18,077
CSG Systems International, Inc. (a)	2,536		46,079
Elron Electronic Industries Ltd. (a)	1,768		25,689
Euronet Worldwide, Inc. (a)	1,556		38,278
Fiserv, Inc. (a)	8,135		313,279
Forrester Research, Inc. (a)	1,264		20,628
iGate Corp. (a)	3,193		12,772
Indus International, Inc. (a)	5,471		10,395
Infocrossing, Inc. (a)	1,238		20,798
Infosys Technologies Ltd. sponsored ADR (d)	966		69,475
infoUSA, Inc. (a)	2,889		31,808
Intrado, Inc. (a)	816		11,032
iPayment, Inc. (a)	663		25,486
Kanbay International, Inc.	1,330		38,211
Lightbridge, Inc. (a)	1,688		7,917
Lionbridge Technologies, Inc. (a)	2,277		12,546
ManTech International Corp. Class A (a)	800		19,152
Ness Technologies, Inc.	1,287		17,439
Paychex, Inc.	16,181		536,562
Pegasus Solutions, Inc. (a)	1,320		15,431
RightNow Technologies, Inc.	1,180		21,464
Sapient Corp. (a)	6,538		51,716
SM&A (a)	1,192		9,619
Sykes Enterprises, Inc. (a)	2,505		16,909
Syntel, Inc.	1,752		34,304
Telvent GIT SA	1,475		16,579
Tier Technologies, Inc. Class B (a)	1,592		14,057
Zanett, Inc. (a)	3,965		18,239
			1,950,901
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Office Electronics - 0.1%
Zebra Technologies Corp. Class A (a)	2,844		$ 142,996
Semiconductors & Semiconductor Equipment - 10.5%
8X8, Inc. (a)(d)	6,464		23,852
Actel Corp. (a)	1,072		18,396
ADE Corp. (a)	880		16,245
Advanced Energy Industries, Inc. (a)	1,597		13,654
Alliance Semiconductor Corp. (a)	2,729		9,552
Altera Corp. (a)	15,300		347,004
AMIS Holdings, Inc. (a)	2,885		43,737
Amkor Technology, Inc. (a)	7,523		41,377
Applied Materials, Inc. (a)	70,565		1,174,202
Applied Micro Circuits Corp. (a)	13,697		50,405
ARM Holdings PLC sponsored ADR	2,197		12,809
Artisan Components, Inc. (a)	1,040		35,880
ASE Test Ltd. (a)	4,726		29,112
ASM International NV (Nasdaq) (a)	1,072		17,045
ASML Holding NV (NY Shares) (a)	5,355		81,664
Asyst Technologies, Inc. (a)	1,941		8,075
Atheros Communications, Inc.	1,855		20,757
ATI Technologies, Inc. (a)	10,373		199,509
Atmel Corp. (a)	21,511		76,364
ATMI, Inc. (a)	1,397		32,159
August Technology Corp. (a)	513		4,335
Axcelis Technologies, Inc. (a)	4,898		35,755
Broadcom Corp. Class A (a)	10,651		346,371
Brooks Automation, Inc. (a)	1,800		27,630
Cabot Microelectronics Corp. (a)	1,056		39,019
California Micro Devices Corp. (a)	1,574		13,694
Camtek Ltd. (a)	3,200		13,472
Ceva, Inc. (a)	1,352		10,843
ChipMOS TECHNOLOGIES Bermuda Ltd. (a)	3,532		19,567
Cirrus Logic, Inc. (a)	4,417		26,193
Cohu, Inc.	960		16,090
Conexant Systems, Inc. (a)	19,810		39,422
Credence Systems Corp. (a)	4,453		34,021
Cree, Inc. (a)(d)	3,188		114,067
Cymer, Inc. (a)	1,549		47,121
Diodes, Inc. (a)	928		23,079
DSP Group, Inc. (a)	1,365		30,276
DuPont Photomasks, Inc. (a)	1,008		26,591
EMCORE Corp. (a)	1,192		3,171
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Entegris, Inc. (a)	3,129		$ 30,602
ESS Technology, Inc. (a)	1,988		14,015
Exar Corp. (a)	1,860		26,003
FEI Co. (a)	1,549		33,133
FormFactor, Inc. (a)	1,397		33,682
Genesis Microchip, Inc. (a)	1,572		25,639
Genus, Inc. (a)	4,490		7,813
Helix Technology Corp.	1,309		19,727
ICOS Vision Systems NV (a)	611		14,322
Integrated Circuit Systems, Inc. (a)	2,948		69,691
Integrated Device Technology, Inc. (a)	4,783		54,287
Integrated Silicon Solution, Inc. (a)	1,604		12,287
Intel Corp.	269,700		6,027,795
Intersil Corp. Class A	5,963		96,004
Intevac, Inc. (a)	1,399		9,863
IXYS Corp. (a)	1,768		16,425
KLA-Tencor Corp. (a)	8,167		368,005
Kopin Corp. (a)	3,549		14,409
Kulicke & Soffa Industries, Inc. (a)	2,569		19,216
Lam Research Corp. (a)	5,602		145,708
Lattice Semiconductor Corp. (a)	5,247		28,008
Leadis Technology, Inc.	1,100		10,692
Linear Technology Corp.	12,508		477,305
LTX Corp. (a)	2,505		17,886
Marvell Technology Group Ltd. (a)	11,182		358,495
Mattson Technology, Inc. (a)	2,357		22,038
Maxim Integrated Products, Inc.	13,800		565,248
Micrel, Inc. (a)	4,230		45,176
Microchip Technology, Inc.	8,647		243,672
Microsemi Corp. (a)	2,634		46,885
Mindspeed Technologies, Inc. (a)	4,116		10,290
MIPS Technologies, Inc. (a)	2,112		18,480
MKS Instruments, Inc. (a)	2,408		40,912
Monolithic System Technology, Inc. (a)	1,636		7,640
Nanometrics, Inc. (a)	1,044		16,986
Novellus Systems, Inc. (a)	5,382		144,991
NVE Corp. (a)	218		6,416
NVIDIA Corp. (a)	7,199		137,717
O2Micro International Ltd. (a)	1,748		21,151
Omnivision Technologies, Inc. (a)	2,281		40,693
ON Semiconductor Corp. (a)	10,959		40,000
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
PDF Solutions, Inc. (a)	1,457		$ 18,752
Pericom Semiconductor Corp. (a)	1,556		13,662
Photronics, Inc. (a)	1,509		28,430
Pixelworks, Inc. (a)	1,988		22,365
PLX Technology, Inc. (a)	1,736		15,641
PMC-Sierra, Inc. (a)	7,507		82,877
Portalplayer, Inc.	940		27,439
Power Integrations, Inc. (a)	1,317		25,984
Rambus, Inc. (a)	4,265		98,564
RF Micro Devices, Inc. (a)	8,311		57,845
Rudolph Technologies, Inc. (a)	832		13,312
Semitool, Inc. (a)	1,868		16,737
Semtech Corp. (a)	3,252		66,568
Sigmatel, Inc. (a)	1,397		49,985
Silicon Image, Inc. (a)	3,501		58,817
Silicon Laboratories, Inc. (a)	2,168		65,344
Silicon Storage Technology, Inc. (a)	4,509		31,383
Siliconix, Inc. (a)	1,285		47,532
Sipex Corp. (a)	1,800		9,900
Skyworks Solutions, Inc. (a)	6,255		62,112
Standard Microsystems Corp. (a)	800		19,664
Supertex, Inc. (a)	752		16,356
Tessera Technologies, Inc.	1,661		59,049
Therma-Wave, Inc. (a)	2,067		6,614
Tower Semicondutor Ltd. (a)	4,634		9,453
Transmeta Corp. (a)(d)	6,903		11,666
Transwitch Corp. (a)	5,791		7,065
Trident Microsystems, Inc. (a)	995		15,522
Tripath Technology, Inc. (a)	2,713		2,306
TriQuint Semiconductor, Inc. (a)	6,711		29,059
Ultratech, Inc. (a)	1,104		19,022
Varian Semiconductor Equipment Associates, Inc. (a)	1,493		53,031
Virage Logic Corp. (a)	1,402		21,072
Vitesse Semiconductor Corp. (a)	9,372		30,553
Volterra Semiconductor Corp.	1,387		29,280
White Electronic Designs Corp. (a)	1,320		8,844
Xilinx, Inc.	14,754		460,620
Zilog, Inc. (a)	2,719		17,809
Zoran Corp. (a)	2,008		23,795
			14,115,851
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - 17.0%
Accelrys, Inc. (a)	1,329		$ 8,320
Activision, Inc. (a)	5,721		89,934
Actuate Corp. (a)	4,125		9,776
Adobe Systems, Inc.	9,914		600,392
Advent Software, Inc. (a)	1,597		31,956
Agile Software Corp. (a)	2,585		21,611
Altiris, Inc. (a)	1,157		32,396
Ansys, Inc. (a)	1,312		40,265
Ascential Software Corp. (a)	2,664		36,417
Aspen Technology, Inc. (a)	3,386		19,537
Atari, Inc. (a)	3,901		8,855
Authentidate Holding Corp. (a)	2,593		17,995
Autodesk, Inc.	4,782		312,791
BEA Systems, Inc. (a)	17,342		140,123
Blackbaud, Inc.	1,740		21,750
Blackboard, Inc.	1,056		16,157
Borland Software Corp. (a)	3,757		43,919
Business Objects SA sponsored ADR (a)	780		18,158
Captaris, Inc. (a)	2,905		14,264
Catapult Communications Corp. (a)	1,056		28,660
CCC Information Services Group, Inc. (a)	1,181		24,683
Check Point Software Technologies Ltd. (a)	10,540		250,220
Chinadotcom Corp. Class A (a)	4,554		20,083
Citrix Systems, Inc. (a)	7,071		166,946
Cognos, Inc. (a)	3,915		152,744
Compuware Corp. (a)	17,166		99,048
Concord Communications, Inc. (a)	1,057		9,820
Concur Technologies, Inc. (a)	1,604		15,078
Convera Corp. Class A (a)	2,921		13,612
Creo, Inc. (a)	2,617		35,417
Digimarc Corp. (a)	1,060		9,763
E.piphany, Inc. (a)	4,141		18,717
Electronic Arts, Inc. (a)	12,566		614,477
Embarcadero Technologies, Inc. (a)	1,505		13,304
Epicor Software Corp. (a)	2,161		34,079
EPIQ Systems, Inc. (a)	864		12,951
Evolving Systems, Inc. (a)	1,042		3,720
FileNET Corp. (a)	1,613		43,245
Geac Computer Corp. Ltd. (a)	2,656		20,761
Hummingbird Ltd. (a)	960		23,070
Hyperion Solutions Corp. (a)	1,581		70,845
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
Informatica Corp. (a)	3,981		$ 31,052
Intellisync Corp. (a)(d)	2,825		5,085
Internet Security Systems, Inc. (a)	2,344		56,748
InterVideo, Inc.	648		7,296
Intervoice, Inc. (a)	1,807		23,491
Intuit, Inc. (a)	7,750		324,260
Jack Henry & Associates, Inc.	3,797		73,206
JAMDAT Mobile, Inc.	814		18,624
JDA Software Group, Inc. (a)	1,413		18,539
Kronos, Inc. (a)	1,293		65,348
Lawson Software, Inc. (a)	4,586		28,341
Macromedia, Inc. (a)	2,837		80,940
Macrovision Corp. (a)	2,136		56,711
Magic Software Enterprises Ltd. (a)	2,938		9,989
Magma Design Automation, Inc. (a)	1,509		20,462
Manhattan Associates, Inc. (a)	1,317		32,003
Manugistics Group, Inc. (a)	3,789		10,420
MAPICS, Inc. (a)	1,461		14,201
Mentor Graphics Corp. (a)	3,044		38,202
Mercury Interactive Corp. (a)	3,544		161,642
Micromuse, Inc. (a)	3,709		19,502
MICROS Systems, Inc. (a)	816		59,870
Microsoft Corp.	457,100		12,254,817
MicroStrategy, Inc. Class A (a)	592		38,214
Motive, Inc.	1,277		16,282
MRO Software, Inc. (a)	1,297		16,666
Nassda Corp. (a)	1,652		7,071
NDS Group PLC sponsored ADR (a)	783		24,704
NetIQ Corp. (a)	2,681		32,896
NetScout Systems, Inc. (a)	2,673		20,235
Novell, Inc. (a)	14,905		90,921
Nuance Communications, Inc. (a)	2,140		9,245
NYFIX, Inc. (a)	2,309		14,755
Open Solutions, Inc.	753		19,917
OpenTV Corp. Class A (a)	4,866		19,561
Opnet Technologies, Inc. (a)	1,117		9,651
Opsware, Inc. (a)	3,837		26,283
Oracle Corp. (a)	217,397		2,752,246
PalmSource, Inc. (a)	488		7,730
Parametric Technology Corp. (a)	12,932		75,652
Pegasystems, Inc. (a)	1,916		13,910
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
PeopleSoft, Inc. (a)	15,218		$ 359,297
Pervasive Software, Inc. (a)	1,720		6,863
Phase Forward, Inc.	1,482		12,167
Phoenix Technologies Ltd. (a)	2,060		16,707
Plato Learning, Inc. (a)	1,636		11,436
Portal Software, Inc. (a)	2,044		7,052
Progress Software Corp. (a)	1,581		35,889
QAD, Inc.	1,748		14,404
Quality Systems, Inc. (a)	336		20,634
Quest Software, Inc. (a)	3,993		61,812
RADWARE Ltd. (a)	992		25,207
Red Hat, Inc. (a)	7,823		113,277
Renaissance Learning, Inc.	1,413		27,214
Retalix Ltd. (a)	848		16,112
Roxio, Inc. (a)	1,429		13,375
RSA Security, Inc. (a)	2,693		56,957
ScanSoft, Inc. (a)	6,060		22,119
SCO Group, Inc. (a)	833		3,315
Secure Computing Corp. (a)	1,700		17,714
SERENA Software, Inc. (a)	1,880		39,198
Shanda Interactive Entertainment Ltd. ADR	641		25,736
Siebel Systems, Inc. (a)	21,255		214,250
Sonic Solutions, Inc. (a)	1,040		20,072
SPSS, Inc. (a)	1,072		17,141
SS&C Technologies, Inc.	1,272		28,480
Symantec Corp. (a)	13,100		835,911
Synopsys, Inc. (a)	6,499		114,577
Synplicity, Inc. (a)	2,268		12,746
Take-Two Interactive Software, Inc. (a)	1,768		61,792
TALX Corp.	640		18,816
THQ, Inc. (a)	1,624		34,851
TIBCO Software, Inc. (a)	9,540		109,710
Transaction Systems Architects, Inc. Class A (a)	1,704		34,966
Ulticom, Inc. (a)	2,044		36,690
Ultimate Software Group, Inc. (a)	1,652		21,096
VA Software Corp. (a)	3,453		8,529
Vastera, Inc. (a)	2,389		4,420
Verint Systems, Inc. (a)	1,349		55,498
Verisity Ltd. (a)	1,144		9,587
VERITAS Software Corp. (a)	17,631		386,119
Verity, Inc. (a)	1,796		24,623
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
Wind River Systems, Inc. (a)	3,636		$ 43,996
Witness Systems, Inc. (a)	1,541		23,100
			22,796,002
TOTAL INFORMATION TECHNOLOGY			66,617,263
MATERIALS - 1.2%
Chemicals - 0.4%
A. Schulman, Inc.	1,565		33,569
Akzo Nobel NV sponsored ADR	2,596		107,448
Hawkins, Inc.	1,509		17,957
Headwaters, Inc. (a)	1,482		47,468
LESCO, Inc. (a)	1,240		14,880
Methanex Corp.	5,425		95,513
Sigma Aldrich Corp.	2,693		160,853
Symyx Technologies, Inc. (a)	1,461		46,065
			523,753
Containers & Packaging - 0.2%
Anchor Glass Container Corp.	1,097		7,218
Caraustar Industries, Inc. (a)	1,964		31,601
Silgan Holdings, Inc.	832		45,178
Smurfit-Stone Container Corp. (a)	10,295		184,898
			268,895
Metals & Mining - 0.6%
Aber Diamond Corp. (a)	2,424		93,367
Alliance Resource Partners LP	576		40,464
Anglo American PLC ADR	1,295		31,533
Century Aluminum Co. (a)	1,260		32,281
Commonwealth Industries, Inc. (a)	2,346		30,709
Durban Roodepoort Deep Ltd. sponsored ADR (a)	7,316		12,657
Gibraltar Industries, Inc.	1,224		29,486
Ivanhoe Mines Ltd. (a)	10,684		76,575
Metal Management, Inc. (a)	748		19,657
Metals USA, Inc. (a)	861		16,144
NN, Inc.	1,128		14,371
Novamerican Steel, Inc. (a)	663		25,857
Olympic Steel, Inc. (a)	1,108		29,916
Pan American Silver Corp. (a)	2,276		41,204
Randgold Resources Ltd. ADR (a)	1,526		19,350
Roanoke Electric Steel Corp.	1,413		25,420
Common Stocks - continued
	Shares		Value (Note 1)
MATERIALS - continued
Metals & Mining - continued
Royal Gold, Inc.	1,028		$ 18,216
Schnitzer Steel Industries, Inc. Class A	816		30,788
Silver Standard Resources, Inc. (a)	1,633		22,871
Steel Dynamics, Inc.	2,100		85,113
Steel Technologies, Inc.	485		14,201
Wheeling Pittsburgh Corp. (a)	539		19,717
			729,897
Paper & Forest Products - 0.0%
Mercer International, Inc. (SBI) (a)	2,505		27,305
TOTAL MATERIALS			1,549,850
TELECOMMUNICATION SERVICES - 2.2%
Diversified Telecommunication Services - 0.6%
Broadwing Corp. (a)	2,030		13,479
Commonwealth Telephone Enterprises, Inc. (a)	992		48,271
CT Communications, Inc.	1,176		15,558
D&E Communications, Inc.	1,313		17,200
General Communications, Inc. Class A (a)	2,437		24,955
Global Crossing Ltd. (a)	971		14,614
Golden Telecom, Inc.	1,502		45,508
HickoryTech Corp.	1,493		15,871
ITC DeltaCom, Inc. (a)	1,382		2,363
Level 3 Communications, Inc. (a)(d)	30,895		106,588
MCI, Inc.	13,200		248,952
McLeodUSA, Inc. Class A (a)	9,871		2,566
North Pittsburgh Systems, Inc.	1,056		26,495
Primus Telecommunications Group, Inc. (a)	3,177		9,626
PTEK Holdings, Inc. (a)	2,889		30,421
Shenandoah Telecommunications Co.	834		24,661
SureWest Communications	752		21,409
Talk America Holdings, Inc. (a)	1,461		9,234
Teleglobe International Holdings Ltd. (a)	786		2,696
Telewest Global, Inc. (a)	10,270		150,353
Time Warner Telecom, Inc. Class A (a)	2,469		9,358
U.S. LEC Corp. Class A (a)	3,176		10,703
Warwick Valley Telephone Co.	624		14,027
			864,908
Wireless Telecommunication Services - 1.6%
Aether Systems, Inc. (a)	3,017		11,223
Common Stocks - continued
	Shares		Value (Note 1)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
Alamosa Holdings, Inc. (a)	4,671		$ 50,914
At Road, Inc. (a)	2,161		13,031
Centennial Communications Corp. Class A (a)	4,285		28,324
Dobson Communications Corp. Class A (a)	3,902		7,063
InPhonic, Inc.	1,334		34,030
Millicom International Cellular SA (a)	4,222		93,560
Nextel Communications, Inc. Class A (a)	45,541		1,296,097
Nextel Partners, Inc. Class A (a)	7,668		138,714
NII Holdings, Inc. (a)	2,545		110,097
SBA Communications Corp. Class A (a)	2,376		22,810
Telesystem International Wireless, Inc. (a)	7,106		82,567
TIM Hellas Telecommunications SA ADR	658		10,857
Ubiquitel, Inc. (a)	5,034		32,721
USA Mobility, Inc. (a)	1,688		61,376
Western Wireless Corp. Class A (a)	3,108		83,916
Wireless Facilities, Inc. (a)	2,341		19,383
			2,096,683
TOTAL TELECOMMUNICATION SERVICES			2,961,591
UTILITIES - 0.2%
Electric Utilities - 0.1%
MGE Energy, Inc.	704		24,260
Otter Tail Corp.	1,701		45,808
			70,068
Gas Utilities - 0.0%
EnergySouth, Inc.	700		20,153
Inergy LP	992		29,085
			49,238
Multi-Utilities & Unregulated Power - 0.0%
NorthWestern Energy Corp. (a)	1,460		37,449
Water Utilities - 0.1%
Artesian Resources Corp. Class A	688		19,986
Connecticut Water Service, Inc.	940		26,160
Middlesex Water Co.	1,230		24,477
Common Stocks - continued
	Shares		Value (Note 1)
UTILITIES - continued
Water Utilities - continued
Southwest Water Co.	1,552		$ 21,123
York Water Co.	1,020		20,053
			111,799
TOTAL UTILITIES			268,554
TOTAL COMMON STOCKS (Cost $119,519,501)		132,283,596

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 1.61% 1/6/05 (e) (Cost $169,728)	$ 170,000	169,678

Money Market Funds - 6.0%
	Shares
Fidelity Cash Central Fund, 1.98% (b)	14,311		14,311
Fidelity Securities Lending Cash Central Fund, 2% (b)(c)	7,941,984		7,941,984
TOTAL MONEY MARKET FUNDS (Cost $7,956,295)		7,956,295
TOTAL INVESTMENT PORTFOLIO - 104.9% (Cost $127,645,524)			140,409,569
NET OTHER ASSETS - (4.9)%			(6,544,412)
NET ASSETS - 100%		$ 133,865,157

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
50 Nasdaq 100 E-Mini Index Contracts	Dec. 2004	$ 1,573,000	$ 68,325

The face value of futures purchased as a percentage of net assets - 1.2%

Legend

(a) Non-income producing

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

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $169,678.

Income Tax Information

The fund hereby designates approximately $382,000 as a capital gain dividend for the purpose of the dividend paid deduction.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

November 30, 2004
Assets
Investment in securities, at value (including securities loaned of $7,729,006) (cost $127,645,524) - See accompanying schedule		$ 140,409,569
Cash		34,586
Receivable for investments sold		13,255
Dividends receivable		1,451,741
Interest receivable		317
Prepaid expenses		528
Receivable from investment adviser for expense reductions		41,770
Other receivables		3,792
Total assets		141,955,558
Liabilities
Payable for investments purchased	$ 19,802
Accrued management fee	26,321
Distribution fees payable	28,172
Payable for daily variation on futures contracts	4,500
Other affiliated payables	4,113
Other payables and accrued expenses	65,509
Collateral on securities loaned, at value	7,941,984
Total liabilities		8,090,401
Net Assets		$ 133,865,157
Net Assets consist of:
Paid in capital		$ 118,192,244
Undistributed net investment income		1,430,958
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,409,586
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		12,832,369
Net Assets, for 1,600,000 shares outstanding		$ 133,865,157
Net Asset Value, offering price and redemption price per share ($133,865,157 ÷ 1,600,000 shares)		$ 83.67

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

Annual Report

Financial Statements - continued

Statement of Operations

Year ended November 30, 2004
Investment Income
Dividends		$ 615,697
Special Dividends		1,369,500
Interest		8,228
Security lending		28,024
Total income		2,021,449
Expenses
Management fee	$ 310,612
Transfer agent and custody fees	98,855
Distribution fees	116,461
Licensing fees	64,700
Accounting and security lending fees	49,163
Non-interested trustees' compensation	707
Audit	73,002
Legal	4,148
Miscellaneous	8,126
Total expenses before reductions	725,774
Expense reductions	(337,764)	388,010
Net investment income (loss)		1,633,439
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	12,990,055
Foreign currency transactions	162
Futures contracts	29,734
Total net realized gain (loss)		13,019,951
Change in net unrealized appreciation (depreciation) on: Investment securities	(99,016)
Assets and liabilities in foreign currencies	(1)
Futures contracts	44,741
Total change in net unrealized appreciation (depreciation)		(54,276)
Net gain (loss)		12,965,675
Net increase (decrease) in net assets resulting from operations		$ 14,599,114

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

Annual Report

Statement of Changes in Net Assets

	Year ended November 30, 2004	For the period September 25, 2003 (commencement of operations) to November 30, 2003
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,633,439	$ 188,726
Net realized gain (loss)	13,019,951	7,938,072
Change in net unrealized appreciation (depreciation)	(54,276)	12,886,645
Net increase (decrease) in net assets resulting from operations	14,599,114	21,013,443
Distributions to shareholders from net investment income	(364,000)	-
Share transactions Proceeds from sales of shares	30,916,600	414,333,000
Cost of shares redeemed	(91,710,000)	(254,923,000)
Net increase (decrease) in net assets resulting from share transactions	(60,793,400)	159,410,000
Total increase (decrease) in net assets	(46,558,286)	180,423,443
Net Assets
Beginning of period	180,423,443	-
End of period (including undistributed net investment income of $1,430,958 and undistributed net investment income of $188,724, respectively)	$ 133,865,157	$ 180,423,443
Other Information Shares
Sold	400,000	5,700,000
Redeemed	(1,100,000)	(3,400,000)
Net increase (decrease)	(700,000)	2,300,000

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

Annual Report

Financial Highlights

Years ended November 30,	2004	2003 F
Selected Per-Share Data
Net asset value, beginning of period	$ 78.44	$ 72.69
Income from Investment Operations
Net investment income (loss) D	1.00 E	.06
Net realized and unrealized gain (loss)	4.43	5.69
Total from investment operations	5.43	5.75
Distributions from net investment income	(.20)	-
Net asset value, end of period	$ 83.67	$ 78.44
Total Return B, C	6.94%	7.91%
Ratios to Average Net Assets G
Expenses before expense reductions	.56%	.51% A
Expenses net of voluntary waivers, if any	.30%	.30% A
Expenses net of all reductions	.30%	.30% A
Net investment income (loss)	1.26%	.43% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 133,865	$ 180,423
Portfolio turnover rate H	8%	10% A

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^E Investment income per share reflects a special dividend which amounted to $.83 per share.

^F For the period September 25, 2003 (commencement of operations) to November 30, 2003.

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

^H Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2004

1. Significant Accounting Policies.

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

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

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

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

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

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost 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. Large, non-recurring dividends recognized by the fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends to net investment income per share is presented in the Financial Highlights. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Realized gain or loss resulting from in-kind redemptions is not taxable to the fund and is not distributed to shareholders of the fund. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period. Book-tax differences are primarily due to futures transactions and redemptions in kind.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 21,716,242
Unrealized depreciation	(8,957,624)
Net unrealized appreciation (depreciation)	12,758,618
Undistributed ordinary income	1,429,981
Cost for federal income tax purposes	$ 127,650,951

The tax character of distributions paid was as follows:

	November 30, 2004
Ordinary Income	$ 364,000

2. Operating Policies.

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

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Futures Contracts - continued

instruments or if the counter-parties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, U.S. government securities and in-kind transactions, aggregated $10,301,929 and $9,857,788, respectively.

Securities received and delivered on an in-kind basis aggregated $30,905,146 and $91,668,126, respectively. Realized gain (loss) of $11,582,926 on securities delivered on an in-kind basis is included in the accompanying Statement of Operations as realized gain or loss on investment securities and is not taxable to the fund.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee that is based on an annual rate of .24% of the fund's average net assets.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the fund. Geode provides discretionary investment advisory services to the fund and is paid by FMR for providing these services.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted a Distribution and Service Plan. The fund pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a distribution fee based on annual percentage of the fund's average net assets of up to .25%. In addition, FDC pays Nasdaq for marketing services provided to the fund. For the period, the distribution fees were equivalent to an annualized rate of .09% of average net assets. The total amounts paid to and retained by FDC were $116,461 and $0, respectively.

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

Licensing Fees. Under the terms of a license agreement, FMR pays Nasdaq an annual licensing fee for the use of the Nasdaq Composite Index. FMR has entered into a sub-license agreement with the fund whereby the fund pays FMR the amount of the license fee at the rate of up to .06% of the fund's average net assets.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $5,600 for the period.

5. Security Lending.

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

6. Expense Reductions.

FMR has voluntarily agreed to reimburse the fund through October 1, 2006, to the extent annual operating expenses exceeded .30% of average net assets. Some expenses, for example interest expense, are excluded from this reimbursement. During the period, this reimbursement reduced the fund's expenses by $337,622.

In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expense by $142.

Annual Report

Notes to Financial Statements - continued

7. Share Transactions.

The fund issues and redeems shares at Net Asset Value only with certain authorized participants in large increments known as Creation Units. Purchases of Creation Units are made by tendering a basket of designated stocks to the fund and redemption proceeds are paid with a basket of securities from the fund's portfolio. The fund's shares are available in smaller increments to investors in the secondary market at market prices and may be subject to commissions. A transaction fee is charged by the shareholder servicing agent when authorized participants purchase or redeem Creation Units of the fund. The fee is charged to cover the costs associated with the issuance and redemption of Creation Units. During the period, transaction fees totaled $17,151.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of Fidelity Nasdaq Composite Index Tracking Stock:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Nasdaq Composite Index Tracking Stock (a fund of Fidelity Commonwealth Trust) at November 30, 2004 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Nasdaq Composite Index Tracking Stock's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 12, 2005

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, Dennis J. Dirks, and Kenneth L. Wolfe each of the Trustees oversees 301 funds advised by FMR or an affiliate. Mr. McCoy oversees 303 funds advised by FMR or an affiliate. Mr. Dirks and Mr. Wolfe oversee 223 funds advised by FMR or an affiliate.

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

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

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (74)**
	Year of Election or Appointment: 1974 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.
Abigail P. Johnson (42)**
	Year of Election or Appointment: 2001 Senior Vice President of Fidelity Nasdaq Composite Index Tracking Stock (2003). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.
Laura B. Cronin (50)
	Year of Election or Appointment: 2003 Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).
Robert L. Reynolds (52)
	Year of Election or Appointment: 2003 Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

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

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

Annual Report

Non-Interested Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (56)
	Year of Election or Appointment: 2005 Trustee of Fidelity Commonwealth Trust. Mr. Dirks also serves as Trustee (2005) or Member of the Advisory Board (2004) of other investment companies advised by FMR. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).
Robert M. Gates (61)
	Year of Election or Appointment: 1997 Dr. Gates is Vice Chairman of the non-interested Trustees (2005). Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001), and Brinker International (restaurant management, 2003). He also serves as a member of the Advisory Board of VoteHere.net (secure Internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.
George H. Heilmeier (68)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001), Teletech Holdings (customer management services), and HRL Laboratories (private research and development, 2004). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE) (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), and Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002).
Marie L. Knowles (58)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (60)
	Year of Election or Appointment: 2000 Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.
Marvin L. Mann (71)
	Year of Election or Appointment: 1993 Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.
William O. McCoy (71)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).
Cornelia M. Small (60)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (65)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman of the Board (2000), CEO (2002), a position he previously held from 1995-2000, Chairman of the Executive Committee (2000), and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (65)
	Year of Election or Appointment: 2005 Trustee of Fidelity Commonwealth Trust. Mr. Wolfe also serves as Trustee (2005) or Member of the Advisory Board (2004) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003), Bausch & Lomb, Inc., and Revlon Inc. (2004).

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Peter S. Lynch (61)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Commonwealth Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan®(7)Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.
Philip L. Bullen (45)
	Year of Election or Appointment: 2003 Vice President of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Bullen also serves as Vice President of certain Equity Funds (2001) and certain High Income Funds (2001). He is Senior Vice President of FMR (2001) and FMR Co., Inc. (2001), President and a Director of Fidelity Management & Research (Far East) Inc. (2001), President and a Director of Fidelity Management & Research (U.K.) Inc. (2002), and a Director of Strategic Advisers, Inc. (2002). Before joining Fidelity Investments, Mr. Bullen was President and Chief Investment Officer of Santander Global Advisors (1997-2000) and President and Chief Executive Officer of Boston's Baring Asset Management Inc. (1994-1997).
Eric D. Roiter (56)
	Year of Election or Appointment: 2003 Secretary of Fidelity Nasdaq Composite Index Tracking Stock. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management, Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003).
Stuart Fross (45)
	Year of Election or Appointment: 2003 Assistant Secretary of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.
Christine Reynolds (46)
	Year of Election or Appointment: 2004 President, Treasurer, and Anti-Money Laundering (AML) officer of Fidelity Nasdaq Composite Index Tracking Stock. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
Timothy F. Hayes (53)
	Year of Election or Appointment: 2003 Chief Financial Officer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).
Kenneth A. Rathgeber (57)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
John R. Hebble (46)
	Year of Election or Appointment: 2003 Deputy Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).
Kimberley H. Monasterio (40)
	Year of Election or Appointment: 2004 Deputy Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
John H. Costello (58)
	Year of Election or Appointment: 2003 Assistant Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (50)
	Year of Election or Appointment: 2004 Assistant Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (49)
	Year of Election or Appointment: 2003 Assistant Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Kenneth B. Robins (35)
	Year of Election or Appointment: 2004 Assistant Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Thomas J. Simpson (46)
	Year of Election or Appointment: 2003 Assistant Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Annual Report

Distributions

The fund designates 100% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

A total of .14% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2005 of amounts for use in preparing 2004 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on November 17, 2004. 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 amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A
	# of Votes	% of Votes
Affirmative	12,221,814,216.15	73.238
Against	3,155,449,238.56	18.908
Abstain	587,539,807.37	3.521
Broker Non-Votes	723,047,068.58	4.333
TOTAL	16,687,850,330.66	100.000
PROPOSAL 2
To elect a Board of Trustees. A
	# of Votes	% of Votes
J. Michael Cook
Affirmative	15,841,707,644.41	94.930
Withheld	846,142,686.25	5.070
TOTAL	16,687,850,330.66	100.000
Ralph F. Cox
Affirmative	15,797,852,227.84	94.667
Withheld	889,998,102.82	5.333
TOTAL	16,687,850,330.66	100.000
Laura B. Cronin
Affirmative	15,839,639,342.73	94.917
Withheld	848,210,987.93	5.083
TOTAL	16,687,850,330.66	100.000
Dennis J. Dirks B
Affirmative	15,848,904,973.82	94.973
Withheld	838,945,356.84	5.027
TOTAL	16,687,850,330.66	100.000
	# of Votes	% of Votes
Robert M. Gates
Affirmative	15,823,470,035.51	94.820
Withheld	864,380,295.15	5.180
TOTAL	16,687,850,330.66	100.000
George H. Heilmeier
Affirmative	15,839,665,226.61	94.917
Withheld	848,185,104.05	5.083
TOTAL	16,687,850,330.66	100.000
Abigail P. Johnson
Affirmative	15,781,077,913.19	94.566
Withheld	906,772,417.47	5.434
TOTAL	16,687,850,330.66	100.000
Edward C. Johnson 3d
Affirmative	15,754,759,829.98	94.409
Withheld	933,090,500.68	5.591
TOTAL	16,687,850,330.66	100.000
Donald J. Kirk
Affirmative	15,813,230,768.50	94.759
Withheld	874,619,562.16	5.241
TOTAL	16,687,850,330.66	100.000
Marie L. Knowles
Affirmative	15,851,883,968.67	94.991
Withheld	835,966,361.99	5.009
TOTAL	16,687,850,330.66	100.000
Ned C. Lautenbach
Affirmative	15,854,530,564.20	95.006
Withheld	833,319,766.46	4.994
TOTAL	16,687,850,330.66	100.000
Marvin L. Mann
Affirmative	15,816,737,319.52	94.780
Withheld	871,113,011.14	5.220
TOTAL	16,687,850,330.66	100.000
	# of Votes	% of Votes
William O. McCoy
Affirmative	15,823,167,179.17	94.818
Withheld	864,683,151.49	5.182
TOTAL	16,687,850,330.66	100.000
Robert L. Reynolds
Affirmative	15,845,001,714.22	94.949
Withheld	842,848,616.44	5.051
TOTAL	16,687,850,330.66	100.000
Cornelia M. Small B
Affirmative	15,840,247,943.36	94.921
Withheld	847,602,387.30	5.079
TOTAL	16,687,850,330.66	100.000
William S. Stavropoulos
Affirmative	15,830,742,293.62	94.864
Withheld	857,108,037.04	5.136
TOTAL	16,687,850,330.66	100.000
A Denotes trust-wide proposals and voting results. B Effective January 1, 2005.

Annual Report

Annual Report

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer Agent

JPMorgan Chase Bank
New York, NY.

Shareholder Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

1-800-FIDELITY

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

ETF-UANN-0105
1.795568.101

Fidelity®

Nasdaq Composite® Index

Fund

Annual Report

November 30, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Proxy Voting Results	<Click Here>

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

Nasdaq® and Nasdaq Composite® are trademarks of The Nasdaq Stock Market, Inc. (which with its Affiliates are the Corporations) and are licensed for use by Fidelity. The product has not been passed on by the Corporations as to its legality or suitability. The product is not issued, endorsed or sold by the Corporations. The Corporations make no warranties and bear no liability with respect to shares of the product.

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended November 30, 2004	Past 1 year	Life of fundA
Fidelity Nasdaq Composite Index Fund	6.99%	12.88%

^A From September 25, 2003.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Nasdaq Composite Index Fund on September 25, 2003, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the NASDAQ Composite Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Jacques Perold, who oversees the Fidelity® Nasdaq Composite® Index Fund's investment management personnel as President of Geode Capital Management, LLC

Despite surging oil prices, a struggling job market and four interest rate hikes in a five-month span, U.S. equity markets posted solid results for the 12-month period ending November 30, 2004, and were closing in on a second straight year in the black. There was great disparity in the market during the past year. For instance, value stocks trounced their growth counterparts during the period. To illustrate, the Russell 1000® Value Index shot up 19.67%, while the Russell 1000 Growth Index rose only 5.83%. Meanwhile, small- and mid-cap stocks vastly outperformed larger-cap stocks. Energy was the best-performing sector of the market, propelled by a spike in oil prices. Conversely, technology stocks dipped lower in response to a slowdown in corporate capital spending. For the 12-month period overall, the Standard & Poor's 500^SM Index returned 12.86% - slightly above its historical average. Elsewhere, the Dow Jones Industrial Average^SM rose 8.87% and the tech-heavy NASDAQ Composite® Index advanced 7.51%.

For the 12-month period ending November 30, 2004, the fund gained 6.99%, roughly in line with the NASDAQ®. The fund's peer group average, the Lipper^SM Growth Funds Average, returned 9.52% during the same time frame. Software giant Microsoft had the greatest positive impact on results. Microsoft's stock rose steadily as the company continued to generate solid earnings growth. It also announced well-received plans to return part of
its cash hoard to shareholders in the form of higher quarterly dividends and a special one-time year-end payment of $3 per share. Online auction house eBay benefited from increasing revenues generated overseas and additional use of fixed-price sales to complement its more traditional auction business. Intel, the world's leading maker of semiconductors, was the biggest detractor from performance, falling after announcing a second-quarter decline in profit margins and an increase in inventories. Another laggard was VERITAS, a leading data-storage software maker. Its stock price fell by more than a third in early July after the firm warned of lower earnings on disappointing sales in the United States.

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

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees, distribution and/
or service (12b-1) 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 (June 1, 2004 to November 30, 2004).

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. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

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

	Beginning Account Value June 1, 2004	Ending Account Value November 30, 2004	Expenses Paid During Period* June 1, 2004 to November 30, 2004
Actual	$ 1,000.00	$ 1,057.70	$ 2.31
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,022.72	$ 2.28

*Expenses are equal to the Fund's annualized expense ratio of .45%; multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	9.1	9.3
Intel Corp.	4.5	6.0
Cisco Systems, Inc.	3.9	5.0
Dell, Inc.	3.2	3.0
Amgen, Inc.	2.4	2.3
eBay, Inc.	2.3	1.9
QUALCOMM, Inc.	2.1	1.8
Oracle Corp.	2.1	1.9
Yahoo!, Inc.	1.6	1.4
Comcast Corp. Class A	1.3	1.3
	32.5
Market Sectors as of November 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	49.1	50.8
Consumer Discretionary	13.7	12.7
Health Care	12.7	13.2
Financials	10.6	10.5
Industrials	5.8	5.5
Telecommunication Services	2.2	1.7
Consumer Staples	1.5	1.4
Materials	1.1	0.9
Energy	0.7	0.5
Utilities	0.2	0.1

Asset Allocation (% of fund's net assets)

To match the NASDAQ Composite® Index, Fidelity Nasdaq Composite Index Fund seeks 100% investment exposure to stocks at all times.

Annual Report

Investments November 30, 2004

Showing Percentage of Net Assets

Common Stocks - 97.6%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 13.7%
Auto Components - 0.3%
Aftermarket Technology Corp. (a)	800		$ 13,936
China Automotive Systems, Inc. (a)	1,032		16,450
Decoma International, Inc. Class A (sub. vtg.)	1,602		18,114
Dura Automotive Systems, Inc. Class A (sub. vtg.) (a)	661		6,015
Exide Technologies (a)	1,105		13,757
GenTek, Inc. (a)	300		14,697
Gentex Corp.	2,657		85,874
Hayes Lemmerz International, Inc. (a)	1,193		9,091
Intier Automotive, Inc. Class A	213		6,374
Keystone Automotive Industries, Inc. (a)	491		11,504
LKQ Corp.	796		14,280
Noble International Ltd.	308		6,071
Quantum Fuel Systems Technologies Worldwide, Inc. (a)	1,681		10,439
R&B, Inc. (a)	766		19,150
Shiloh Industries, Inc. (a)	545		7,074
Sports Resorts International, Inc. (a)	3,572		10,252
Strattec Security Corp. (a)	130		8,190
Tesma International, Inc. Class A (sub. vtg.)	627		21,386
Wescast Industries, Inc. Class A (sub. vtg.)	123		3,340
			295,994
Automobiles - 0.0%
Nissan Motor Co. Ltd. sponsored ADR	770		16,147
Distributors - 0.0%
Noland Co.	246		10,583
Source Interlink Companies, Inc. (a)	919		11,993
			22,576
Hotels, Restaurants & Leisure - 1.9%
AFC Enterprises, Inc. (a)	1,055		25,404
Ambassadors Group, Inc.	369		12,834
Ameristar Casinos, Inc.	907		36,507
Applebee's International, Inc.	2,488		63,942
BJ's Restaurants, Inc. (a)	902		13,494
Bob Evans Farms, Inc.	1,216		30,704
Buffalo Wild Wings, Inc.	531		17,592
California Pizza Kitchen, Inc. (a)	768		19,238
CBRL Group, Inc.	1,617		65,925
Churchill Downs, Inc.	483		22,435
Ctrip.com International Ltd. ADR	360		17,399
Empire Resorts, Inc. (a)	676		7,274
International Speedway Corp. Class A	929		45,419
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Isle of Capri Casinos, Inc. (a)	1,198		$ 29,387
Lone Star Steakhouse & Saloon, Inc.	829		22,375
Magna Entertainment Corp. Class A (a)	2,724		16,344
McCormick & Schmick Seafood Restaurants	397		6,566
Monarch Casino & Resort, Inc. (a)	237		8,276
MTR Gaming Group, Inc. (a)	1,009		10,151
Multimedia Games, Inc. (a)	948		12,400
Navigant International, Inc. (a)	541		5,940
O'Charleys, Inc. (a)	757		14,383
P.F. Chang's China Bistro, Inc. (a)	795		44,711
Panera Bread Co. Class A (a)	941		37,584
Papa John's International, Inc. (a)	403		14,335
Penn National Gaming, Inc. (a)	1,334		70,395
Rare Hospitality International, Inc. (a)	1,052		31,518
Red Robin Gourmet Burgers, Inc. (a)	451		23,159
Ryan's Restaurant Group, Inc. (a)	1,417		21,638
Scientific Games Corp. Class A (a)	2,873		68,665
Shuffle Master, Inc. (a)	823		37,883
Smith & Wollensky Restaurant Group, Inc. (a)	1,039		4,821
Sonic Corp. (a)	1,845		53,819
Starbucks Corp. (a)	12,747		717,146
Sunterra Corp. (a)	868		9,574
Texas Roadhouse, Inc. Class A	908		23,063
The Cheesecake Factory, Inc. (a)	1,620		79,202
Wynn Resorts Ltd. (a)	2,777		161,316
			1,902,818
Household Durables - 0.4%
Avatar Holdings, Inc. (a)	197		9,312
Bassett Furniture Industries, Inc.	681		13,423
Brillian Corp. (a)	388		1,195
California Coastal Communities, Inc. (a)	409		9,117
Craftmade International, Inc.	649		11,487
Dominion Homes, Inc. (a)	396		8,181
Dorel Industries, Inc. Class B (sub. vtg.) (a)	886		31,191
Flexsteel Industries, Inc.	620		10,856
Garmin Ltd. (d)	3,420		199,112
Helen of Troy Ltd. (a)	913		25,692
Hooker Furniture Corp.	696		16,252
Interface, Inc. Class A (a)	2,168		21,463
Kimball International, Inc. Class B	805		11,995
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Lifetime Hoan Corp.	1,013		$ 13,767
Palm Harbor Homes, Inc. (a)	739		11,536
Stanley Furniture Co., Inc.	312		14,352
Universal Electronics, Inc. (a)	813		14,837
			423,768
Internet & Catalog Retail - 3.6%
1-800 CONTACTS, Inc. (a)	518		10,614
1-800-FLOWERS.com, Inc. Class A (a)	895		7,429
Alloy, Inc. (a)	1,976		8,892
Amazon.com, Inc. (a)	13,126		520,840
Audible, Inc. (a)	670		18,733
Blue Nile, Inc.	469		12,091
Coldwater Creek, Inc. (a)	1,231		32,252
Drugstore.com, Inc. (a)	2,140		6,955
eBay, Inc. (a)	21,163		2,379,779
eCost.com, Inc.	600		11,580
GSI Commerce, Inc. (a)	1,482		22,423
IAC/InterActiveCorp (a)	20,516		506,540
Insight Enterprises, Inc. (a)	1,623		32,833
J. Jill Group, Inc. (a)	641		11,070
Netflix, Inc. (a)(d)	1,475		16,786
Overstock.com, Inc. (a)	650		46,319
PC Mall, Inc. (a)	507		12,320
PetMed Express, Inc. (a)	710		4,615
Priceline.com, Inc. (a)	1,328		31,699
Provide Commerce, Inc.	585		20,066
Stamps.com, Inc.	989		15,300
ValueVision Media, Inc. Class A (a)	974		11,045
			3,740,181
Leisure Equipment & Products - 0.1%
Arctic Cat, Inc.	607		16,213
Concord Camera Corp. (a)	341		900
Escalade, Inc.	749		11,025
JAKKS Pacific, Inc. (a)	1,033		19,234
Radica Games Ltd.	1,200		11,508
RC2 Corp. (a)	631		19,744
SCP Pool Corp.	1,758		55,430
			134,054
Media - 4.2%
ACME Communications, Inc. (a)	1,400		8,232
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Media - continued
Alliance Atlantis Communications, Inc. Class B (non-vtg.) (a)	1,269		$ 33,010
Beasley Broadcast Group, Inc. Class A (a)	689		12,092
Cadmus Communications Corp.	937		13,006
Carmike Cinemas, Inc.	461		17,260
Central European Media Enterprises Ltd. Class A (a)	722		22,714
Charter Communications, Inc. Class A (a)(d)	9,505		20,531
Comcast Corp.:
Class A (a)	43,579		1,309,113
Class A (special) (a)	26,786		794,205
Courier Corp.	196		9,914
Crown Media Holdings, Inc. Class A (a)	2,664		23,603
Cumulus Media, Inc. Class A (a)	2,009		30,698
EchoStar Communications Corp. Class A	6,785		222,480
Emmis Communications Corp. Class A (a)	1,450		26,811
Fisher Communications, Inc. (a)	394		18,530
Gemstar-TV Guide International, Inc. (a)	13,818		75,308
Global Sources Ltd. (a)	990		9,197
Grey Global Group, Inc.	39		42,784
Harris Interactive, Inc. (a)	1,659		11,016
IMAX Corp. (a)	1,147		9,468
Insight Communications, Inc. Class A (a)	2,570		21,768
Knology, Inc.	1,452		4,995
Lakes Entertainment, Inc. (a)	998		13,922
Lamar Advertising Co. Class A (a)	2,768		109,170
Liberty Media International, Inc. Class A (a)	4,402		189,550
LodgeNet Entertainment Corp. (a)	799		12,321
MDC Partners, Inc. (a)	763		7,817
Mediacom Communications Corp. Class A (a)	3,456		18,040
Navarre Corp. (a)	871		14,833
New Frontier Media, Inc. (a)	1,084		8,770
Nexstar Broadcasting Group, Inc.	1,192		9,953
NTL, Inc. (a)	2,753		191,554
Pixar (a)	1,705		154,592
Radio One, Inc.:
Class A (a)	1,033		14,338
Class D (non-vtg.) (a)	2,352		32,810
Regent Communication, Inc. (a)	1,974		11,272
Reuters Group PLC sponsored ADR	707		31,165
Salem Communications Corp. Class A (a)	1,009		24,781
SBS Broadcasting SA (a)	925		31,848
Scholastic Corp. (a)	1,095		36,069
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Media - continued
Sinclair Broadcast Group, Inc. Class A	2,015		$ 14,528
Sirius Satellite Radio, Inc. (a)	40,875		271,410
Spanish Broadcasting System, Inc. Class A (a)	1,167		12,475
TiVo, Inc. (a)	2,475		11,657
UnitedGlobalCom, Inc. Class A (a)	12,931		107,715
Value Line, Inc.	422		16,880
WPP Group PLC sponsored ADR	641		35,197
WPT Enterprises, Inc.	792		11,492
XM Satellite Radio Holdings, Inc. Class A (a)	6,600		243,606
Young Broadcasting, Inc. Class A (a)	630		6,149
			4,380,649
Multiline Retail - 0.5%
Conn's, Inc.	665		11,790
Dollar Tree Stores, Inc. (a)	3,584		99,743
Fred's, Inc. Class A	1,186		20,553
Kmart Holding Corp. (a)(d)	2,845		292,551
The Bon-Ton Stores, Inc.	984		13,776
Tuesday Morning Corp. (a)	1,287		43,102
			481,515
Specialty Retail - 2.4%
AC Moore Arts & Crafts, Inc. (a)	1,063		30,604
America's Car Mart, Inc. (a)	379		13,909
American Eagle Outfitters, Inc.	2,409		100,624
bebe Stores, Inc.	1,192		43,246
Bed Bath & Beyond, Inc. (a)	9,773		390,216
Big 5 Sporting Goods Corp.	1,019		27,747
Brookstone Co., Inc. (a)	600		10,980
Building Material Holding Corp.	508		18,517
Cache, Inc. (a)	377		6,224
Casual Male Retail Group, Inc. (a)	1,489		6,432
Charlotte Russe Holding, Inc. (a)	658		7,666
Charming Shoppes, Inc. (a)	3,839		35,895
Cost Plus, Inc. (a)	788		25,043
Deb Shops, Inc.	763		18,808
Dress Barn, Inc. (a)	924		15,865
Electronics Boutique Holding Corp. (a)	801		31,199
Finish Line, Inc. Class A	1,016		18,694
Gander Mountain Co.	416		5,458
Goody's Family Clothing, Inc.	1,432		13,948
Guitar Center, Inc. (a)	727		35,172
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Gymboree Corp. (a)	738		$ 8,701
Hibbett Sporting Goods, Inc. (a)	704		17,438
Hollywood Entertainment Corp. (a)	1,515		19,225
Hot Topic, Inc. (a)	1,563		25,586
Jos. A. Bank Clothiers, Inc. (a)	461		12,124
Kirkland's, Inc. (a)	622		5,971
Monro Muffler Brake, Inc. (a)	669		16,424
Movie Gallery, Inc.	1,335		23,269
O'Reilly Automotive, Inc. (a)	1,695		73,800
Pacific Sunwear of California, Inc. (a)	2,336		51,883
Party City Corp. (a)	552		7,060
PETCO Animal Supplies, Inc. (a)	1,834		66,317
PETsMART, Inc.	4,576		156,820
Pomeroy IT Solutions, Inc. (a)	627		8,565
Rent-A-Center, Inc. (a)	2,610		66,529
Restoration Hardware, Inc. (a)	1,275		6,490
Ross Stores, Inc.	4,580		123,202
Select Comfort Corp. (a)	1,096		21,361
Sharper Image Corp. (a)	608		11,649
Shoe Carnival, Inc. (a)	605		7,889
Stage Stores, Inc. (a)	511		20,946
Staples, Inc.	16,140		515,027
Stein Mart, Inc. (a)	1,359		22,600
Steiner Leisure Ltd. (a)	489		13,164
TBC Corp. (a)	632		16,855
The Children's Place Retail Stores, Inc. (a)	918		29,064
The Pantry, Inc. (a)	1,036		28,511
Tractor Supply Co. (a)	1,268		40,221
Trans World Entertainment Corp. (a)	1,445		16,300
Tweeter Home Entertainment Group, Inc. (a)	953		6,109
Urban Outfitters, Inc. (a)	2,554		108,545
West Marine, Inc. (a)	829		19,150
Wet Seal, Inc. Class A (a)	1,165		1,934
Wilsons Leather Experts, Inc. (a)	2,802		14,010
			2,438,986
Textiles, Apparel & Luxury Goods - 0.3%
Cherokee, Inc.	583		17,140
Columbia Sportswear Co. (a)	1,249		71,068
Deckers Outdoor Corp. (a)	381		16,581
Fossil, Inc. (a)	2,251		60,890
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Haggar Corp.	814		$ 17,989
K-Swiss, Inc. Class A	810		21,945
Oshkosh B'Gosh, Inc. Class A	639		13,100
Perry Ellis International, Inc. (a)	213		4,066
Quaker Fabric Corp. (a)	1,024		5,888
Steven Madden Ltd. (a)	480		9,053
Tandy Brands Accessories, Inc.	905		12,932
Velcro Industries NV	901		11,263
Warnaco Group, Inc. (a)	1,529		30,381
Weyco Group, Inc. (a)	303		12,223
			304,519
TOTAL CONSUMER DISCRETIONARY			14,141,207
CONSUMER STAPLES - 1.5%
Beverages - 0.1%
Coca-Cola Bottling Co. Consolidated	234		12,266
MGP Ingredients, Inc.	1,096		10,237
Robert Mondavi Corp. Class A (a)	392		22,070
			44,573
Food & Staples Retailing - 1.1%
Arden Group, Inc. Class A	165		16,294
Casey's General Stores, Inc.	1,703		32,987
Central European Distribution Corp. (a)	519		13,645
Costco Wholesale Corp.	14,764		717,530
Fresh Brands, Inc. (a)	466		3,542
Ingles Markets, Inc. Class A	1,279		16,358
Nash-Finch Co.	339		12,580
NeighborCare, Inc. (a)	1,342		37,697
Pathmark Stores, Inc. (a)	1,698		9,356
Performance Food Group Co. (a)	1,331		34,925
Topps Co., Inc.	1,768		17,627
United Natural Foods, Inc. (a)	1,348		37,919
Whole Foods Market, Inc.	1,902		172,645
Wild Oats Markets, Inc. (a)	1,044		7,475
			1,130,580
Food Products - 0.2%
Alico, Inc.	403		22,471
Bridgford Foods Corp. (a)	433		3,585
Cal-Maine Foods, Inc.	840		11,112
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER STAPLES - continued
Food Products - continued
Calavo Growers, Inc.	1,103		$ 12,916
Farmer Brothers Co.	654		17,370
Gold Kist, Inc. Delaware	1,500		20,972
Hain Celestial Group, Inc. (a)	942		18,303
J&J Snack Foods Corp. (a)	399		18,729
John B. Sanfilippo & Son, Inc.	308		6,838
Lancaster Colony Corp.	908		39,661
Lance, Inc.	1,018		18,976
Peet's Coffee & Tea, Inc. (a)	587		14,839
Sanderson Farms, Inc.	668		24,883
SunOpta, Inc. (a)	1,281		7,777
			238,432
Household Products - 0.0%
Central Garden & Pet Co. Class A (a)	527		20,395
WD-40 Co.	667		19,483
			39,878
Personal Products - 0.1%
Chattem, Inc. (a)	571		20,682
Elizabeth Arden, Inc. (a)	1,005		22,914
Inter Parfums, Inc.	544		9,101
Mannatech, Inc.	876		20,148
Nature's Sunshine Products, Inc.	995		16,656
USANA Health Sciences, Inc. (a)	727		21,599
			111,100
Tobacco - 0.0%
Star Scientific, Inc. (a)(d)	3,889		25,629
TOTAL CONSUMER STAPLES			1,590,192
ENERGY - 0.7%
Energy Equipment & Services - 0.3%
Cal Dive International, Inc. (a)	1,236		53,222
Global Industries Ltd. (a)	3,345		28,700
Gulf Island Fabrication, Inc.	426		9,061
Gulfmark Offshore, Inc. (a)	656		13,651
Horizon Offshore, Inc. (a)	690		242
Hydril Co. (a)	678		31,805
Lufkin Industries, Inc.	263		10,588
Matrix Service Co. (a)	325		2,421
Patterson-UTI Energy, Inc.	5,259		105,180
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Energy Equipment & Services - continued
Seabulk International, Inc. (a)	1,176		$ 14,018
Tesco Corp. (a)	808		8,319
Torch Offshore, Inc. (a)	1,138		2,252
			279,459
Oil & Gas - 0.4%
APCO Argentina, Inc.	353		12,002
Atlas America, Inc.	428		13,585
ATP Oil & Gas Corp. (a)	1,346		19,181
Brigham Exploration Co. (a)	2,496		23,338
Clayton Williams Energy, Inc. (a)	543		12,429
Copano Energy LLC	238		5,879
Crosstex Energy LP	394		12,226
Crosstex Energy, Inc.	671		27,021
Delta Petroleum Corp. (a)	1,660		26,112
Dorchester Minerals LP	602		14,538
Enterra Energy Trust	669		12,310
FX Energy, Inc. (a)	1,820		18,273
Golar LNG Ltd. (Nasdaq) (a)	2,090		30,997
Ivanhoe Energy, Inc. (a)	5,764		14,921
Knightsbridge Tankers Ltd.	576		22,372
Marine Petroleum Trust	541		15,608
Mission Resources Corp. (a)	1,676		10,408
Petroleum Development Corp. (a)	469		19,285
Petroquest Energy, Inc. (a)	2,202		11,098
Resource America, Inc. Class A	950		27,959
Syntroleum Corp. (a)	2,008		13,915
TC Pipelines LP	384		14,784
The Exploration Co. of Delaware, Inc. (a)	2,649		16,159
Top Tankers, Inc.	612		13,801
			408,201
TOTAL ENERGY			687,660
FINANCIALS - 10.6%
Capital Markets - 1.2%
American Capital Strategies Ltd.	2,858		91,285
Ameritrade Holding Corp. (a)	12,983		180,853
Calamos Asset Management, Inc. Class A	469		11,125
Capital Southwest Corp.	141		11,111
Gladstone Capital Corp.	658		16,141
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Capital Markets - continued
Harris & Harris Group, Inc. (a)	1,045		$ 15,424
Investors Financial Services Corp.	2,224		97,500
Knight Trading Group, Inc. (a)	3,926		44,796
MarketAxess Holdings, Inc.	650		12,740
MFC Bancorp Ltd. (a)	487		10,203
Northern Trust Corp.	7,100		333,984
Sanders Morris Harris Group, Inc.	903		13,771
SEI Investments Co.	3,312		129,532
T. Rowe Price Group, Inc.	3,865		228,653
TradeStation Group, Inc. (a)	1,353		10,039
			1,207,157
Commercial Banks - 5.8%
1st Source Corp.	501		13,151
ABC Bancorp	818		16,933
Alabama National Bancorp, Delaware	384		24,280
Alliance Financial Corp.	376		10,622
Amcore Financial, Inc.	936		30,448
American National Bankshares, Inc.	549		13,505
American River Bankshares	538		12,589
AmericanWest Bancorp (a)	569		11,949
Arrow Financial Corp.	329		10,564
Associated Banc-Corp.	3,072		102,083
Banc Corp. (a)	804		6,319
BancFirst Corp.	180		12,778
Bank of Granite Corp.	778		16,883
Bank of the Ozarks, Inc.	400		14,260
BNC Bancorp	346		5,778
BOK Financial Corp. (a)	1,672		81,594
Boston Private Financial Holdings, Inc.	584		15,821
Capital Bank Corp.	729		12,138
Capital City Bank Group, Inc.	671		29,524
Capital Corp. of the West	434		22,347
Cardinal Financial Corp. (a)	1,972		19,759
Cascade Bancorp	616		13,429
Cascade Financial Corp.	809		15,387
Cathay General Bancorp	1,482		57,383
Cavalry Bancorp, Inc.	710		15,115
Center Bancorp, Inc.	525		6,762
Center Financial Corp., California	1,142		23,514
Central Coast Bancorp (a)	773		17,972
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Century Bancorp, Inc. Class A (non-vtg.)	318		$ 9,877
Chemical Financial Corp.	648		27,151
Chester Valley Bancorp, Inc.	736		15,735
Citizens Banking Corp.	1,197		42,015
City Holding Co.	275		10,153
CNB Financial Corp.	587		8,664
CoBiz, Inc.	1,170		25,740
Colony Bankcorp, Inc.	620		19,530
Columbia Bancorp	413		14,971
Columbia Bancorp, Oregon	1,041		20,039
Columbia Banking Systems, Inc.	724		18,382
Commerce Bancshares, Inc.	1,996		97,624
Commercial Bankshares, Inc.	505		19,064
Community Bank of Northern Virginia	492		8,216
Community Banks, Inc.	418		12,256
Community Trust Bancorp, Inc.	348		11,651
Compass Bancshares, Inc.	3,580		166,685
CVB Financial Corp.	1,636		44,466
East West Bancorp, Inc.	1,533		63,574
Eastern Virgina Bankshares, Inc.	469		11,158
Exchange National Bancshares, Inc.	288		8,358
Farmers Capital Bank Corp.	357		13,566
Fidelity Southern Corp.	1,009		18,293
Fifth Third Bancorp	17,855		899,178
Financial Institutions, Inc.	425		10,838
First Bancorp, North Carolina	705		19,966
First Charter Corp.	1,343		36,785
First Citizen Bancshares, Inc.	209		28,438
First Citizens Banc Corp.	384		8,832
First Community Bancorp, California	408		17,144
First Community Bancshares, Inc.	357		12,716
First Financial Bancorp, Ohio	1,319		22,529
First Financial Bankshares, Inc.	311		13,529
First Financial Corp., Indiana	404		14,673
First Indiana Corp.	758		17,563
First M&F Corp.	549		18,666
First Merchants Corp.	459		12,370
First Midwest Bancorp, Inc., Delaware	1,260		47,300
First Oak Brook Bancshares, Inc.	529		17,351
First of Long Island Corp.	286		14,051
First South Bancorp, Inc., Virginia	528		13,459
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
First State Bancorp.	465		$ 17,470
First United Corp.	493		10,033
Firstbank Corp., Michigan	423		12,457
FirstMerit Corp.	2,562		70,122
Flag Financial Corp.	932		13,281
FNB Corp., North Carolina	602		11,769
FNB Corp., Virginia	559		16,211
FNB Financial Services Corp.	597		12,537
Foothill Independent Bancorp	638		14,719
Frontier Financial Corp., Washington	294		11,719
Fulton Financial Corp.	3,213		71,971
GB&T Bancshares, Inc.	498		12,634
German American Bancorp	686		11,662
Glacier Bancorp, Inc.	847		29,315
Gold Banc Corp., Inc.	957		14,317
Great Southern Bancorp, Inc.	418		17,138
Greater Bay Bancorp	1,571		45,638
Greater Community Bancorp	773		11,440
Greene County Bancshares, Inc.	456		11,706
Grupo Financiero Galicia SA sponsored ADR (a)	1,235		8,954
Hancock Holding Co.	882		29,988
Hanmi Financial Corp.	640		23,795
Harleysville National Corp., Pennsylvania	579		16,305
Heartland Financial USA, Inc.	717		15,824
Heritage Commerce Corp. (a)	1,051		20,558
Huntington Bancshares, Inc.	7,175		174,066
IBERIABANK Corp.	124		8,010
Independent Bank Corp., Massachusetts	515		17,798
Independent Bank Corp., Michigan	385		11,589
Integra Bank Corp.	485		11,097
Interchange Financial Services Corp.	462		12,335
International Bancshares Corp.	1,415		55,963
Lakeland Bancorp, Inc.	772		14,012
Lakeland Financial Corp.	382		15,223
LNB Bancorp, Inc.	836		16,745
LSB Bancshares, Inc.	666		11,222
Macatawa Bank Corp.	337		10,265
Main Street Banks, Inc.	516		16,347
MainSource Financial Group, Inc.	613		15,080
MB Financial, Inc.	851		35,912
MBT Financial Corp.	578		13,785
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Mercantile Bank Corp.	413		$ 16,850
Mercantile Bankshares Corp.	2,229		114,794
Merchants Bancshares, Inc.	610		18,117
Mid-State Bancshares	481		14,353
Midwest Banc Holdings, Inc.	779		17,979
Nara Bancorp, Inc.	877		18,207
National Bankshares, Inc.	381		19,702
National Penn Bancshares, Inc.	1,245		35,856
NBT Bancorp, Inc.	1,162		29,503
Northern States Financial Corp.	462		12,705
Oak Hill Financial, Inc.	544		20,721
Old Point Financial Corp.	537		16,438
Old Second Bancorp, Inc.	796		25,942
Omega Financial Corp.	625		22,069
Pacific Capital Bancorp	1,321		43,606
Pennrock Financial Services Corp.	449		18,180
Penns Woods Bancorp, Inc.	301		14,990
Peoples Bancorp, Inc.	541		16,950
Pinnacle Financial Partners, Inc. (a)	510		12,408
Popular, Inc.	7,895		209,218
Premierwest Bancorp (a)	679		7,544
PrivateBancorp, Inc.	782		26,932
Prosperity Bancshares, Inc.	507		14,379
Provident Bankshares Corp.	1,078		39,606
Republic Bancorp, Inc.	2,132		33,131
Republic Bancorp, Inc., Kentucky Class A	592		16,428
Republic First Bancorp, Inc. (a)	973		14,887
Riggs National Corp.	803		16,156
Royal Bancshares of Pennsylvania, Inc. Class A	462		13,398
Rurban Financial Corp. (a)	723		10,165
S&T Bancorp, Inc.	901		33,076
Sandy Spring Bancorp, Inc.	279		10,133
SCBT Financial Corp.	432		15,975
Seacoast Banking Corp., Florida	720		15,854
Security Bank Corp., Georgia	370		15,925
Shore Bancshares, Inc.	507		16,153
Sierra Bancorp	727		15,267
Signature Bank, New York	906		28,457
Silicon Valley Bancshares (a)	1,013		42,526
Simmons First National Corp. Class A	562		16,298
Sky Financial Group, Inc.	3,225		93,396
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Slade's Ferry Bancorp	647		$ 13,134
South Financial Group, Inc.	2,023		64,099
Southern Community Financial Corp.	910		10,010
Southwest Bancorp of Texas, Inc.	2,146		52,491
Southwest Bancorp, Inc., Oklahoma	811		21,775
State Financial Services Corp. Class A	495		14,603
Sterling Bancshares, Inc.	1,496		21,812
Sterling Financial Corp., Pennsylvania	587		17,193
Suffolk Bancorp	342		11,348
Summit Bancshares, Inc.	461		15,697
Sun Bancorp, Inc., New Jersey (a)	519		12,897
Susquehanna Bancshares, Inc., Pennsylvania	1,486		38,636
Taylor Capital Group, Inc.	570		19,676
Texas Capital Bancshares, Inc. (a)	793		16,352
Texas Regional Bancshares, Inc. Class A	1,424		50,637
Trico Bancshares	1,018		24,381
Trustco Bank Corp., New York	2,134		30,089
Trustmark Corp.	1,762		54,270
UCBH Holdings, Inc.	1,263		57,264
UMB Financial Corp. (a)	512		28,677
Umpqua Holdings Corp.	1,365		34,903
Union Bankshares Corp.	440		16,504
United Bankshares, Inc., West Virginia	1,231		47,110
United Community Banks, Inc., Georgia (a)	1,186		33,991
United Financial Corp.	468		11,513
United Security Bancshares, Inc.	450		13,442
United Security Bancshares, California	454		11,300
Univest Corp. of Pennsylvania	375		17,659
Unizan Financial Corp.	626		16,138
Vail Banks, Inc. (d)	945		12,304
Virginia Commerce Bancorp, Inc. (a)	737		21,005
Virginia Financial Group, Inc.	342		11,714
Washington Trust Bancorp, Inc.	617		18,152
WesBanco, Inc.	451		14,256
West Bancorp., Inc.	821		14,236
West Coast Bancorp, Oregon	748		19,680
Westamerica Bancorp.	801		46,586
Westbank Corp.	580		10,684
Western Sierra Bancorp (a)	411		16,440
Whitney Holding Corp.	955		44,064
Wilshire Bancorp, Inc. (a)	473		15,415
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Wintrust Financial Corp.	645		$ 38,597
Yadkin Valley Bank & Trust Co.	667		9,505
Yardville National Bancorp	458		15,256
Zions Bancorp	2,620		174,230
			5,970,454
Consumer Finance - 0.3%
ACE Cash Express, Inc. (a)	435		11,604
Advanta Corp.:
Class A	426		9,534
Class B	718		17,146
Asta Funding, Inc.	686		15,065
Collegiate Funding Services, Inc.	1,369		17,660
CompuCredit Corp. (a)	1,538		36,866
Credit Acceptance Corp. (a)	1,334		33,017
Education Lending Group, Inc. (a)	661		9,294
First Cash Financial Services, Inc. (a)	724		18,853
QC Holdings, Inc.	1,007		17,451
United Panam Financial Corp. (a)	805		15,979
WFS Financial, Inc. (a)	1,271		59,140
World Acceptance Corp. (a)	583		15,036
			276,645
Diversified Financial Services - 0.1%
California First National Bancorp	627		8,307
Encore Capital Group, Inc. (a)	911		22,848
eSpeed, Inc. Class A (a)	879		9,836
EuroBancshares, Inc.	374		7,626
First Albany Companies, Inc.	714		6,562
Instinet Group, Inc. (a)	11,680		69,963
Marlin Business Services Corp.	759		12,941
Medallion Financial Corp.	1,687		15,841
Newtek Business Services, Inc. (a)	1,293		5,308
			159,232
Insurance - 1.3%
Affirmative Insurance Holdings, Inc.	381		6,370
Alfa Corp.	2,654		40,208
American National Insurance Co.	763		77,559
American Physicians Capital, Inc. (a)	423		14,090
Arch Capital Group Ltd. (a)	835		32,523
Argonaut Group, Inc. (a)	707		14,055
Baldwin & Lyons, Inc. Class B	518		13,468
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Insurance - continued
Ceres Group, Inc. (a)	1,684		$ 8,420
Cincinnati Financial Corp.	5,423		242,950
Direct General Corp.	647		18,440
Donegal Group, Inc. Class A	627		13,481
EMC Insurance Group	582		12,635
Enstar Group, Inc. (a)	235		14,547
Erie Indemnity Co. Class A	1,866		97,368
FPIC Insurance Group, Inc. (a)	638		21,073
Harleysville Group, Inc.	974		23,415
Infinity Property & Casualty Corp.	709		26,233
IPC Holdings Ltd.	1,161		49,424
Kansas City Life Insurance Co.	310		15,326
Max Re Capital Ltd.	1,323		25,216
Millea Holdings, Inc. ADR	481		34,088
National Western Life Insurance Co. Class A (a)	73		11,840
Navigators Group, Inc. (a)	419		11,837
Ohio Casualty Corp. (a)	1,983		42,595
Philadelphia Consolidated Holding Corp. (a)	627		42,793
PMA Capital Corp. Class A (a)	1,857		18,477
Presidential Life Corp.	1,433		23,945
Quanta Capital Holdings Ltd. (a)	2,049		19,220
SAFECO Corp.	3,931		190,536
Safety Insurance Group, Inc.	813		22,358
Selective Insurance Group, Inc.	823		36,862
State Auto Financial Corp.	1,314		35,215
The Midland Co. (a)	738		23,468
Triad Guaranty, Inc. (a)	519		31,140
United Fire & Casualty Co.	332		22,111
United National Group Ltd. Class A	701		12,443
Universal American Financial Corp. (a)	1,700		22,695
USI Holdings Corp. (a)	1,690		19,401
			1,387,825
Real Estate - 0.2%
Capital Automotive (SBI)	1,431		48,239
Elbit Medical Imaging Ltd. (a)	1,441		14,136
Falcon Financial Investment Trust	2,317		16,103
Gladstone Commercial Corp.	979		16,388
Investors Real Estate Trust	1,872		19,768
Monmouth Real Estate Investment Corp. Class A	2,165		17,905
Price Legacy Corp.	1,275		24,353
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Real Estate - continued
Saxon Capital, Inc.	1,844		$ 41,859
Tarragon Realty Investors, Inc. (a)	588		8,461
ZipRealty, Inc.	624		10,539
			217,751
Thrifts & Mortgage Finance - 1.7%
Accredited Home Lenders Holding Co. (a)	644		27,660
Anchor BanCorp Wisconsin, Inc.	723		21,119
Bank Mutual Corp.	2,126		26,214
BankUnited Financial Corp. Class A (a)	773		23,762
Beverly Hills Bancorp, Inc.	1,968		19,503
Brookline Bancorp, Inc., Delaware	1,822		29,516
Camco Financial Corp.	727		11,072
Capital Crossing Bank (a)	282		7,532
Capitol Federal Financial	2,304		81,285
CFS Bancorp, Inc.	1,199		16,522
Charter Financial Corp.	864		35,346
Citizens First Bancorp, Inc.	720		18,756
Citizens South Banking Corp.	637		8,345
City Bank Lynnwood	482		18,576
Clifton Savings Bancorp, Inc.	1,352		17,441
Coastal Financial Corp.	1,070		16,264
Commercial Capital Bancorp, Inc.	1,875		44,738
Corus Bankshares, Inc.	695		33,826
Dime Community Bancorp, Inc.	1,218		22,350
E-Loan, Inc. (a)	2,671		7,212
ESB Financial Corp.	1,247		17,595
FFLC Bancorp, Inc.	504		16,446
Fidelity Bankshares, Inc.	418		17,151
First Busey Corp.	532		10,879
First Defiance Financial Corp.	519		14,200
First Federal Bancshares of Arkansas, Inc.	569		12,387
First Financial Holdings, Inc.	388		12,703
First Financial Service Corp.	216		5,538
First Niagara Financial Group, Inc.	2,512		36,273
First Pactrust Bancorp, Inc.	609		15,773
First Place Financial Corp.	477		10,733
Flushing Financial Corp.	759		16,129
FMS Financial Corp.	631		11,244
Harbor Florida Bancshares, Inc.	661		23,201
Heritage Financial Corp., Washington	686		14,893
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
HMN Financial, Inc.	448		$ 14,318
Horizon Financial Corp.	760		15,588
Hudson City Bancorp, Inc.	5,843		234,772
Hudson River Bancorp, Inc.	832		16,848
Independence Community Bank Corp.	2,302		97,789
ITLA Capital Corp. (a)	89		4,862
KNBT Bancorp, Inc.	794		13,593
LSB Corp.	631		11,648
MAF Bancorp., Inc.	775		35,573
MASSBANK Corp.	367		13,616
MutualFirst Financial, Inc.	550		12,953
NASB Financial, Inc.	336		13,457
NetBank, Inc.	1,454		14,933
NewAlliance Bancshares, Inc.	3,646		54,799
NewMil Bancorp, Inc.	413		12,435
Northeast Pennsylvania Financial Corp.	744		12,641
Northwest Bancorp, Inc.	1,622		41,961
OceanFirst Financial Corp.	531		13,466
Pamrapo Bancorp, Inc.	749		17,976
Partners Trust Financial Group, Inc.	1,816		20,321
Pennfed Financial Services, Inc.	894		15,359
People's Bank, Connecticut	2,847		113,197
Provident Bancorp, Inc., Delaware	1,578		20,924
Provident Financial Holdings, Inc.	315		9,198
PVF Capital Corp.	455		6,507
Riverview Bancorp, Inc.	510		10,986
Severn Bancorp, Inc.	431		17,218
Sound Federal Bancorp, Inc.	1,315		19,989
Sterling Financial Corp., Washington (a)	581		23,211
TierOne Corp.	485		12,033
Timberland Bancorp, Inc.	556		13,622
United Community Financial Corp., Ohio	870		9,996
Washington Federal, Inc.	2,292		61,815
Waypoint Financial Corp.	950		26,382
Willow Grove Bancorp, Inc.	741		13,360
WSFS Financial Corp.	244		14,945
			1,784,475
TOTAL FINANCIALS			11,003,539
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - 12.7%
Biotechnology - 7.1%
Abgenix, Inc. (a)	2,859		$ 29,019
Acacia Research Corp. - CombiMatrix (a)	1,427		4,795
AEterna Zentaris Laboratories, Inc. (a)	1,592		10,148
Affymetrix, Inc. (a)	2,111		71,668
Albany Molecular Research, Inc. (a)	747		8,008
Alexion Pharmaceuticals, Inc. (a)	1,001		20,701
Alkermes, Inc. (a)	3,610		49,782
Amgen, Inc. (a)	40,620		2,438,825
Amylin Pharmaceuticals, Inc. (a)	3,168		64,564
Angiotech Pharmaceuticals, Inc. (a)	2,712		50,149
Aphton Corp. (a)	1,970		6,501
Arena Pharmaceuticals, Inc. (a)	802		4,491
ARIAD Pharmaceuticals, Inc. (a)	1,982		11,436
Array Biopharma, Inc. (a)	1,496		12,507
Avant Immunotherapeutics, Inc. (a)	3,213		5,944
Axonyx, Inc. (a)	2,219		16,332
Bioenvision, Inc. (a)	1,026		10,568
Biogen Idec, Inc. (a)	10,645		624,649
BioMarin Pharmaceutical, Inc. (a)	1,690		9,008
Biopure Corp. Class A (a)	497		253
Caliper Life Sciences, Inc. (a)	1,195		8,353
CancerVax Corp.	1,246		11,800
Celgene Corp. (a)	5,141		140,966
Cell Genesys, Inc. (a)	1,539		11,296
Cell Therapeutics, Inc. (a)(d)	2,256		16,875
Cephalon, Inc. (a)	1,715		81,514
Cepheid, Inc. (a)	1,455		13,401
Chiron Corp. (a)	5,915		192,652
Ciphergen Biosystems, Inc. (a)	1,078		3,471
Compugen Ltd. (a)	1,757		8,170
Corgentech, Inc.	1,296		23,587
Corixa Corp. (a)	1,583		5,936
Cubist Pharmaceuticals, Inc. (a)	1,091		13,092
CuraGen Corp. (a)	1,634		9,853
Curis, Inc. (a)	1,951		7,902
CV Therapeutics, Inc. (a)	1,590		34,471
Cytokinetics, Inc.	1,078		9,271
deCODE genetics, Inc. (a)	1,985		12,903
Dendreon Corp. (a)	1,793		17,589
Digene Corp. (a)	715		17,291
Diversa Corp. (a)	1,093		9,258
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
DOV Pharmaceutical, Inc. (a)	1,030		$ 19,065
Dyax Corp. (a)	782		6,201
Dynavax Technologies Corp.	1,807		12,685
Encysive Pharmaceuticals, Inc. (a)	2,504		27,168
Enzon Pharmaceuticals, Inc. (a)	1,396		18,902
Exact Sciences Corp. (a)	1,230		4,256
Exelixis, Inc. (a)	2,435		21,842
Eyetech Pharmaceuticals, Inc.	1,283		51,731
Forbes Medi-Tech, Inc. (a)	1,040		2,982
Gen-Probe, Inc. (a)	1,632		65,117
Genaera Corp. (a)	2,470		8,917
Gene Logic, Inc. (a)	1,810		6,100
Genelabs Technologies, Inc. (a)	3,567		2,533
Genencor International, Inc. (a)	2,267		36,725
Genitope Corp.	1,205		19,015
Genta, Inc. (a)	2,036		2,647
GenVec, Inc. (a)	3,656		7,093
Genzyme Corp. - General Division (a)	7,347		411,505
Geron Corp. (a)	1,706		11,857
Gilead Sciences, Inc. (a)	13,540		466,588
GTx, Inc.	830		11,122
Harvard Bioscience, Inc. (a)	973		3,863
Human Genome Sciences, Inc. (a)	3,896		42,856
ICOS Corp. (a)	2,182		52,695
ID Biomedical Corp. (a)	1,335		21,726
Idenix Pharmaceuticals, Inc.	1,720		24,854
Ilex Oncology, Inc. (a)	1,420		35,301
ImClone Systems, Inc. (a)	2,530		106,817
ImmunoGen, Inc. (a)	2,035		15,914
Immunomedics, Inc. (a)	1,704		4,788
Incyte Corp. (a)	2,540		26,086
Indevus Pharmaceuticals, Inc. (a)	1,656		11,443
InterMune, Inc. (a)	1,181		14,656
Introgen Therapeutics, Inc. (a)(d)	1,380		9,632
Invitrogen Corp. (a)	1,656		100,188
Isis Pharmaceuticals, Inc. (a)	1,608		7,590
Keryx Biopharmaceuticals, Inc. (a)	1,032		12,621
Kosan Biosciences, Inc. (a)	755		4,862
La Jolla Pharmaceutical Co. (a)	1,785		2,517
Lexicon Genetics, Inc. (a)	2,296		16,141
LifeCell Corp. (a)	1,282		13,256
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Ligand Pharmaceuticals, Inc. Class B (a)	2,518		$ 28,202
Luminex Corp. (a)	900		8,109
MannKind Corp.	1,236		19,405
Marshall Edwards, Inc.	1,945		17,622
Martek Biosciences (a)	979		38,054
Maxim Pharmaceuticals, Inc. (a)	725		2,110
Maxygen, Inc. (a)	939		9,475
Medarex, Inc. (a)	2,676		29,168
MedImmune, Inc. (a)	7,821		208,039
Millennium Pharmaceuticals, Inc. (a)	9,972		125,847
Myogen, Inc.	1,135		9,262
Myriad Genetics, Inc. (a)	1,095		21,068
Nabi Biopharmaceuticals (a)	1,796		25,862
Nanogen, Inc. (a)	940		4,221
Neogen Corp. (a)	709		15,343
Neopharm, Inc. (a)	731		8,516
NeoRX Corp. (a)	507		887
Neose Technologies, Inc. (a)	1,126		7,871
Neurochem, Inc. (a)	1,043		20,914
Neurocrine Biosciences, Inc. (a)	1,170		53,820
Neurogen Corp. (a)	1,639		14,341
Northfield Laboratories, Inc. (a)	914		17,092
Novavax, Inc. (a)	2,057		7,035
NPS Pharmaceuticals, Inc. (a)	1,233		22,083
Nuvelo, Inc. (a)	1,327		12,938
ONYX Pharmaceuticals, Inc. (a)	1,093		34,189
OraSure Technologies, Inc. (a)	1,286		9,208
Orchid BioSciences, Inc. (a)	1,015		10,871
Oscient Pharmaceuticals Corp. (a)	1,920		6,259
OSI Pharmaceuticals, Inc. (a)	1,395		66,374
Peregrine Pharmaceuticals, Inc. (a)	4,452		5,654
Pharmacopeia Drug Discovery, Inc. (a)	368		2,127
Pharmacyclics, Inc. (a)	1,146		11,941
Pharmion Corp.	1,001		42,382
PRAECIS Pharmaceuticals, Inc. (a)	1,768		3,730
Progenics Pharmaceuticals, Inc. (a)	554		8,282
Protein Design Labs, Inc. (a)	3,025		54,813
QIAGEN NV (a)	4,566		49,358
QLT, Inc. (a)	2,958		47,939
Regeneron Pharmaceuticals, Inc. (a)	1,881		17,343
Renovis, Inc.	1,133		16,429
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Rigel Pharmaceuticals, Inc. (a)	589		$ 14,737
Savient Pharmaceuticals, Inc. (a)	2,981		6,558
SciClone Pharmaceuticals, Inc. (a)	1,927		7,862
Seattle Genetics, Inc. (a)	1,337		9,132
Senomyx, Inc.	987		9,771
Sequenom, Inc. (a)	1,742		1,550
Serologicals Corp. (a)	712		16,618
Sirna Therapeutics, Inc. (a)	2,265		6,999
Stratagene Corp. (a)	589		4,040
Tanox, Inc. (a)	1,465		20,290
Targeted Genetics Corp. (a)	5,047		6,662
Techne Corp. (a)	1,177		43,726
Telik, Inc. (a)	1,419		27,117
Third Wave Technologies, Inc. (a)	1,721		13,871
Transkaryotic Therapies, Inc. (a)	1,322		30,155
Trimeris, Inc. (a)	537		6,664
United Therapeutics Corp. (a)	769		33,844
Vasogen, Inc. (a)	1,722		8,218
Vertex Pharmaceuticals, Inc. (a)	2,749		29,194
Vicuron Pharmaceuticals, Inc. (a)	1,788		31,451
Vion Pharmaceuticals, Inc. (a)	2,003		9,494
XOMA Ltd. (a)	1,917		3,834
Zymogenetics, Inc. (a)	1,890		42,979
			7,339,805
Health Care Equipment & Supplies - 2.1%
Abaxis, Inc. (a)	680		8,527
Abiomed, Inc. (a)	907		13,768
Advanced Neuromodulation Systems, Inc. (a)	762		27,508
Aksys Ltd. (a)(d)	1,303		8,613
Align Technology, Inc. (a)	2,037		21,531
American Medical Systems Holdings, Inc. (a)	1,075		41,022
Analogic Corp.	380		17,222
Animas Corp.	862		13,964
Arrow International, Inc.	1,354		40,945
Arthrocare Corp. (a)	596		18,041
Aspect Medical Systems, Inc. (a)	1,014		24,742
BioLase Technology, Inc. (d)	592		5,352
Biomet, Inc.	8,023		384,061
Biosite, Inc. (a)	581		32,356
BioVeris Corp. (a)	1,519		9,387
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Bruker BioSciences Corp. (a)	2,094		$ 9,653
Candela Corp. (a)	1,339		13,095
Cardiac Science, Inc. (a)	2,400		5,088
Cardiodynamics International Corp. (a)	1,574		7,193
Closure Medical Corp. (a)	589		10,478
CNS., Inc.	1,331		16,065
Conceptus, Inc. (a)	789		7,046
CONMED Corp. (a)	896		25,957
CTI Molecular Imaging, Inc. (a)	1,269		16,979
Cyberonics, Inc. (a)	756		14,039
Cytyc Corp. (a)	3,461		92,893
Dade Behring Holdings, Inc. (a)	1,328		71,300
Datascope Corp.	390		15,635
DENTSPLY International, Inc.	2,418		127,211
Encore Medical Corp. (a)	1,355		8,530
Endocardial Solutions, Inc. (a)	1,000		11,370
Endologix, Inc. (a)	1,944		12,558
Epix Pharmaceuticals, Inc. (a)	576		10,138
Exactech, Inc. (a)	534		10,061
Foxhollow Technologies, Inc.	653		16,913
Given Imaging Ltd. (a)	952		31,711
Hologic, Inc. (a)	735		18,368
I-Flow Corp. (a)	657		13,488
ICU Medical, Inc. (a)	375		9,356
IDEXX Laboratories, Inc. (a)	1,109		57,224
Illumina, Inc. (a)	1,642		12,479
Immucor, Inc. (a)	1,011		32,504
INAMED Corp. (a)	1,167		62,610
Integra LifeSciences Holdings Corp. (a)	979		33,276
IntraLase Corp.	1,053		18,796
Intuitive Surgical, Inc. (a)	1,183		42,505
Kensey Nash Corp. (a)	550		17,193
Kyphon, Inc. (a)	1,600		38,496
Laserscope, Inc. (a)	710		23,089
Matrixx Initiatives, Inc. (a)	372		5,093
Matthews International Corp. Class A	1,245		45,903
Medical Action Industries, Inc. (a)	947		18,732
Meridian Bioscience, Inc.	964		15,954
Merit Medical Systems, Inc. (a)	1,302		14,791
Micro Therapeutics, Inc. (a)	2,479		9,866
Microtek Medical Holdings, Inc. (a)	1,585		6,467
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Molecular Devices Corp. (a)	603		$ 12,681
Nutraceutical International Corp. (a)	719		11,526
NuVasive, Inc.	1,290		12,255
Ocular Sciences, Inc. (a)	828		40,004
Orthofix International NV (a)	477		18,093
Orthologic Corp. (a)	1,251		7,168
Orthovita, Inc. (a)	3,496		13,460
Palomar Medical Technologies, Inc. (a)	808		18,204
PolyMedica Corp.	1,048		37,256
Possis Medical, Inc. (a)	574		6,624
Quidel Corp. (a)	1,189		7,669
Regeneration Technologies, Inc. (a)	856		7,961
Respironics, Inc. (a)	1,189		65,847
Sonic Innovations, Inc. (a)	1,373		5,588
SonoSight, Inc. (a)	529		15,791
Staar Surgical Co. (a)	832		4,934
Stereotaxis, Inc.	1,010		9,848
SurModics, Inc. (a)	704		21,190
Syneron Medical Ltd.	692		18,719
Synovis Life Technologies, Inc. (a)	230		2,726
Thoratec Corp. (a)	1,495		14,950
Trinity Biotech PLC sponsored ADR (a)	605		1,755
TriPath Imaging, Inc. (a)	1,154		8,286
Utah Medical Products, Inc.	500		10,875
Varian, Inc. (a)	1,095		41,008
Ventana Medical Systems, Inc. (a)	671		40,092
Vital Signs, Inc.	457		17,096
Vnus Medical Technologies, Inc.	439		6,664
Wright Medical Group, Inc. (a)	1,176		31,105
Young Innovations, Inc.	390		12,457
Zoll Medical Corp. (a)	338		11,468
			2,230,442
Health Care Providers & Services - 1.9%
Accredo Health, Inc. (a)	1,688		45,694
Advisory Board Co. (a)	571		20,345
Alderwoods Group, Inc. (a)	1,369		14,484
Allied Healthcare International, Inc. (a)	3,310		17,808
Allscripts Healthcare Solutions, Inc. (a)	1,788		17,612
Amedisys, Inc. (a)	479		15,769
America Service Group, Inc. (a)	530		13,277
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
American Healthways, Inc. (a)	1,164		$ 38,819
AmSurg Corp. (a)	897		23,062
Andrx Corp. (a)	2,280		40,584
Bio-Reference Laboratories, Inc. (a)	768		12,611
Cedara Software Corp. (a)	1,016		9,681
Cerner Corp. (a)	1,106		58,308
Computer Programs & Systems, Inc.	414		8,942
Corvel Corp. (a)	349		11,070
Cross Country Healthcare, Inc. (a)	928		16,472
Curative Health Services, Inc. (a)	666		3,803
D & K Healthcare Resources, Inc.	698		5,067
Dendrite International, Inc. (a)	1,280		21,850
Eclipsys Corp. (a)	1,688		32,832
eResearchTechnology, Inc. (a)	1,605		23,658
Express Scripts, Inc. (a)	2,362		169,970
First Health Group Corp. (a)	2,749		48,987
Genesis HealthCare Corp. (a)	620		19,995
Gentiva Health Services, Inc. (a)	964		16,051
HealthExtras, Inc. (a)	1,092		17,439
Henry Schein, Inc. (a)	1,307		85,190
ICON PLC sponsored ADR (a)	371		13,853
IDX Systems Corp. (a)	986		34,628
IMPAC Medical Systems, Inc. (a)	327		5,477
LabOne, Inc. (a)	447		13,477
LCA-Vision, Inc.	560		18,368
Lifeline Systems, Inc. (a)	712		19,260
LifePoint Hospitals, Inc. (a)	1,215		44,688
Lincare Holdings, Inc. (a)	3,119		120,362
Magellan Health Services, Inc. (a)	864		30,801
Matria Healthcare, Inc. (a)	380		13,300
Medcath Corp. (a)	731		15,877
Merge Technologies, Inc. (a)	516		9,943
MIM Corp.	895		5,791
National Medical Health Card Systems, Inc. (a)	330		7,059
Odyssey Healthcare, Inc. (a)	928		12,389
Omnicell, Inc. (a)	664		7,138
Option Care, Inc.	797		13,724
PAREXEL International Corp. (a)	1,314		27,108
Patterson Companies, Inc. (a)	4,238		173,165
PDI, Inc. (a)	594		13,822
Per-Se Technologies, Inc. (a)	866		11,942
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Pharmaceutical Product Development, Inc. (a)	1,801		$ 75,840
PRA International	691		15,658
Priority Healthcare Corp. Class B (a)	1,190		24,871
PSS World Medical, Inc. (a)	1,950		24,402
Psychiatric Solutions, Inc. (a)	570		18,554
QMed, Inc. (a)	603		6,965
Radiation Therapy Services, Inc.	602		8,880
ResCare, Inc. (a)	930		13,950
SFBC International, Inc. (a)	543		21,085
Stewart Enterprises, Inc. Class A (a)	3,145		23,336
Sun Healthcare Group, Inc. (a)	1,059		7,943
Symbion, Inc.	887		16,995
TLC Vision Corp. (a)	2,012		23,565
TriZetto Group, Inc. (a)	1,531		10,839
U.S. Physical Therapy, Inc. (a)	574		8,897
United Surgical Partners International, Inc. (a)	897		35,405
VCA Antech, Inc. (a)	2,704		50,186
Ventiv Health, Inc. (a)	884		17,114
VistaCare, Inc. Class A (a)	323		5,489
Vital Images, Inc. (a)	671		10,863
VitalWorks, Inc. (a)	2,483		10,006
WebMD Corp. (a)	9,507		68,926
			1,921,321
Pharmaceuticals - 1.6%
aaiPharma, Inc. (a)	572		1,767
Able Laboratories, Inc. (a)	666		14,486
Acusphere, Inc.	1,243		8,204
Adolor Corp. (a)	1,332		18,422
Advancis Pharmaceutical Corp.	1,591		4,153
American Pharmaceutical Partners, Inc. (a)(d)	2,304		68,498
Antigenics, Inc. (a)	2,149		20,244
Atherogenics, Inc. (a)	1,239		29,377
Axcan Pharma, Inc. (a)	1,329		23,432
Barrier Therapeutics, Inc.	1,043		17,397
Bone Care International, Inc. (a)	670		15,624
Cardiome Pharma Corp. (a)	1,301		7,734
Columbia Laboratories, Inc. (a)	1,899		3,684
Connetics Corp. (a)	1,261		26,368
Cypress Bioscience, Inc. (a)	1,387		16,159
DepoMed, Inc. (a)	1,263		5,886
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Pharmaceuticals - continued
Discovery Laboratories, Inc. (a)	1,297		$ 9,053
Discovery Partners International, Inc. (a)	3,051		14,035
Draxis Health, Inc. (a)	1,236		5,680
Durect Corp. (a)	2,421		5,423
Endo Pharmaceuticals Holdings, Inc. (a)	4,383		89,764
Eon Labs, Inc. (a)	2,822		76,081
First Horizon Pharmaceutical Corp. (a)	1,418		27,736
Flamel Technologies SA sponsored ADR (a)	803		16,855
Guilford Pharmaceuticals, Inc. (a)	1,089		6,142
Hi-Tech Pharmacal Co., Inc. (a)	308		5,036
Hollis-Eden Pharmaceuticals, Inc. (a)	580		5,881
Impax Laboratories, Inc. (a)	1,941		24,301
InKine Pharmaceutical, Inc. (a)	1,715		8,978
Inspire Pharmaceuticals, Inc. (a)	1,281		22,943
Ista Pharmaceuticals, Inc. (a)	753		7,538
Kos Pharmaceuticals, Inc. (a)	1,217		51,808
Medicines Co. (a)	1,592		39,704
MGI Pharma, Inc. (a)	2,365		63,831
Nektar Therapeutics (a)	2,819		52,673
New River Pharmaceuticals, Inc.	664		10,392
Nexmed, Inc. (a)	672		921
NitroMed, Inc.	982		20,524
Noven Pharmaceuticals, Inc. (a)	899		16,434
Novogen Ltd. sponsored ADR (a)	97		2,071
Pain Therapeutics, Inc. (a)	1,553		11,694
Penwest Pharmaceuticals Co. (a)	793		9,873
Perrigo Co.	2,412		43,512
Pharmos Corp. (a)	2,311		9,244
Pozen, Inc. (a)	826		5,732
Salix Pharmaceuticals Ltd. (a)	1,011		15,317
Santarus, Inc.	1,330		12,968
Sepracor, Inc. (a)	3,316		147,595
Shire Pharmaceuticals Group PLC sponsored ADR	1,449		43,513
SuperGen, Inc. (a)	1,151		8,310
Taro Pharmaceutical Industries Ltd. (a)	783		23,208
Teva Pharmaceutical Industries Ltd. sponsored ADR	13,900		379,192
Theravance, Inc.	1,253		22,053
Vivus, Inc. (a)	2,040		11,995
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Pharmaceuticals - continued
Warner Chilcott PLC ADR	58		$ 3,776
Zila, Inc. (a)	3,259		14,503
			1,627,724
TOTAL HEALTH CARE			13,119,292
INDUSTRIALS - 5.8%
Aerospace & Defense - 0.3%
Applied Signal Technology, Inc.	561		21,296
BE Aerospace, Inc. (a)	1,865		19,763
Ceradyne, Inc. (a)	577		28,504
Elbit Systems Ltd.	1,390		31,178
Engineered Support Systems, Inc.	738		40,590
Essex Corp. (a)	486		8,568
Herley Industries, Inc. (a)	746		15,360
Innovative Solutions & Support, Inc. (a)	378		11,571
Invision Technologies, Inc. (a)	538		26,082
Kaman Corp. Class A	987		11,844
KVH Industries, Inc. (a)	419		4,232
Mercury Computer Systems, Inc. (a)	1,018		32,067
MTC Technologies, Inc. (a)	622		19,120
SI International, Inc. (a)	431		12,473
Sypris Solutions, Inc.	676		10,999
			293,647
Air Freight & Logistics - 0.5%
C.H. Robinson Worldwide, Inc.	2,651		142,491
EGL, Inc. (a)	1,477		49,834
Expeditors International of Washington, Inc.	3,291		175,279
Forward Air Corp. (a)	701		32,491
Hub Group, Inc. Class A (a)	426		18,531
Pacer International, Inc. (a)	1,088		21,281
Park-Ohio Holdings Corp. (a)	305		6,856
UTI Worldwide, Inc.	1,035		71,343
			518,106
Airlines - 0.2%
FLYi, Inc. (a)	1,309		2,461
Frontier Airlines, Inc. (a)	1,453		17,044
JetBlue Airways Corp. (a)(d)	3,139		75,367
MAIR Holdings, Inc. (a)	1,544		14,205
Mesa Air Group, Inc. (a)	1,187		8,333
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Airlines - continued
Northwest Airlines Corp. (a)	3,011		$ 30,833
Pinnacle Airlines Corp.	841		10,555
Republic Airways Holdings, Inc.	683		7,855
Ryanair Holdings PLC sponsored ADR (a)	1,817		71,136
SkyWest, Inc.	1,780		33,873
			271,662
Building Products - 0.1%
Aaon, Inc. (a)	568		9,031
American Woodmark Corp.	498		20,035
Apogee Enterprises, Inc.	1,220		17,788
Quixote Corp.	489		10,249
Universal Forest Products, Inc.	656		28,313
			85,416
Commercial Services & Supplies - 2.3%
51Job, Inc. ADR	198		7,049
Apollo Group, Inc. Class A (a)	6,068		483,620
Asset Acceptance Capital Corp.	1,529		31,513
Bright Horizons Family Solutions, Inc. (a)	428		26,857
Career Education Corp. (a)	3,166		123,157
Carlisle Holdings Ltd. (non-vtg.)	1,707		11,642
Casella Waste Systems, Inc. Class A (a)	817		12,345
Century Business Services, Inc. (a)	2,443		10,505
Charles River Associates, Inc. (a)	352		15,185
Cintas Corp.	5,369		240,102
Coinstar, Inc. (a)	747		19,437
Copart, Inc. (a)	2,899		62,618
Corinthian Colleges, Inc. (a)	2,942		51,264
Corporate Executive Board Co.	1,232		82,643
CoStar Group, Inc. (a)	745		32,631
Danka Business Systems PLC sponsored ADR (a)	836		2,550
DiamondCluster International, Inc. Class A (a)	1,123		13,734
Duratek, Inc. (a)	611		14,059
Educate, Inc.	1,285		16,962
Education Management Corp. (a)	2,387		79,105
Electro Rent Corp.	1,299		18,420
Exponent, Inc. (a)	442		12,283
First Consulting Group, Inc. (a)	1,495		8,178
FirstService Corp. (a)	400		12,908
G&K Services, Inc. Class A	624		25,634
General Binding Corp. (a)	726		9,678
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Gevity HR, Inc.	796		$ 14,097
Greg Manning Auctions, Inc. (a)	1,136		13,030
Healthcare Services Group, Inc.	921		19,102
Heidrick & Struggles International, Inc. (a)	758		26,075
Herman Miller, Inc.	2,268		55,709
Hudson Highland Group, Inc. (a)	350		9,559
Huron Consulting Group, Inc.	752		15,905
ICT Group, Inc. (a)	571		4,882
Insurance Auto Auctions, Inc. (a)	803		17,819
Integrated Alarm Services Group, Inc. (a)(d)	634		2,669
Intersections, Inc.	441		7,938
Kelly Services, Inc. Class A (non-vtg.)	1,175		35,720
Kforce, Inc. (a)	1,302		15,598
Laureate Education, Inc. (a)	1,492		58,770
Layne Christensen Co. (a)	643		12,474
Learning Tree International, Inc. (a)	1,097		14,404
LECG Corp.	910		17,791
McGrath RentCorp.	370		15,636
Mobile Mini, Inc. (a)	762		23,081
Monster Worldwide, Inc. (a)	3,676		103,626
NCO Group, Inc. (a)	998		25,060
On Assignment, Inc. (a)	1,390		7,256
PICO Holdings, Inc. (a)	771		15,890
Portfolio Recovery Associates, Inc. (a)	503		18,863
PRG-Schultz International, Inc. (a)	2,172		11,729
Princeton Review, Inc. (a)	1,476		8,767
Resources Connection, Inc. (a)	840		38,102
School Specialty, Inc. (a)	580		22,040
SOURCECORP, Inc. (a)	474		7,883
Stericycle, Inc. (a)	1,414		59,091
Strayer Education, Inc.	437		46,969
Teletech Holdings, Inc. (a)	2,696		26,340
Tetra Tech, Inc. (a)	1,932		29,444
United Stationers, Inc. (a)	1,153		55,206
Vertrue, Inc. (a)	352		12,214
Waste Industries USA, Inc.	1,018		11,676
Waste Services, Inc. (a)	4,374		16,137
West Corp. (a)	2,311		80,053
			2,400,684
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Construction & Engineering - 0.1%
Insituform Technologies, Inc. Class A (a)	1,365		$ 31,859
Washington Group International, Inc. (a)	855		33,345
			65,204
Electrical Equipment - 0.5%
Active Power, Inc. (a)	2,586		11,766
American Power Conversion Corp.	6,273		132,611
American Superconductor Corp. (a)	795		11,008
Artesyn Technologies, Inc. (a)	1,201		11,434
Ballard Power Systems, Inc. (a)	3,783		25,232
Capstone Turbine Corp. (a)	3,505		6,554
Color Kinetics, Inc.	533		8,624
Deswell Industries, Inc.	406		10,008
Distributed Energy Systems Corp. (a)	3,313		8,879
Encore Wire Corp. (a)	772		10,403
Energy Conversion Devices, Inc. (a)	956		21,281
Franklin Electric Co., Inc.	734		29,844
FuelCell Energy, Inc. (a)	1,447		14,542
Genlyte Group, Inc. (a)	447		35,836
Hydrogenics Corp. (a)	1,530		7,934
II-VI, Inc. (a)	511		22,050
Intermagnetics General Corp. (a)	769		22,662
LSI Industries, Inc.	1,131		11,242
Medis Technologies Ltd. (a)	795		12,919
Microvision, Inc. (a)	1,063		8,089
Plug Power, Inc. (a)	2,703		15,975
Powell Industries, Inc. (a)	482		7,794
Power-One, Inc. (a)	2,581		23,719
Preformed Line Products Co.	259		7,317
Ultralife Batteries, Inc. (a)	686		10,317
Valence Technology, Inc. (a)	2,374		8,546
Vicor Corp.	797		8,663
Woodward Governor Co.	364		26,517
			531,766
Industrial Conglomerates - 0.0%
Raven Industries, Inc.	970		20,826
Westaim Corp. (a)	1,454		3,752
			24,578
Machinery - 0.8%
3D Systems Corp. (a)	683		11,003
A.S.V., Inc. (a)	442		18,533
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Machinery - continued
American Science & Engineering, Inc. (a)	239		$ 8,833
Astec Industries, Inc. (a)	782		13,012
Bucyrus International, Inc. Class A	620		24,490
Commercial Vehicle Group, Inc.	625		12,250
CUNO, Inc. (a)	568		37,221
Flanders Corp. (a)	1,144		11,417
GSI Lumonics, Inc. (a)	996		9,801
Hardinge, Inc.	423		4,738
Joy Global, Inc.	1,656		67,383
Lincoln Electric Holdings, Inc.	1,356		48,667
Middleby Corp.	428		24,576
Nordson Corp. (a)	1,113		42,361
PACCAR, Inc.	5,532		432,049
Tecumseh Products Co.	262		11,476
Tecumseh Products Co. Class A (non-vtg.)	517		23,673
Volvo AB ADR	288		11,722
			813,205
Marine - 0.1%
Alexander & Baldwin, Inc.	1,401		59,276
Stolt-Nielsen SA Class B sponsored ADR (a)	898		25,207
			84,483
Road & Rail - 0.7%
AMERCO (a)	684		28,147
Arkansas Best Corp.	807		34,798
Central Freight Lines, Inc.	726		4,617
Covenant Transport, Inc. Class A (a)	611		11,743
Heartland Express, Inc.	2,477		54,395
J.B. Hunt Transport Services, Inc.	2,438		98,008
Knight Transportation, Inc. (a)	2,003		48,272
Landstar System, Inc. (a)	884		62,331
Marten Transport Ltd. (a)	686		15,058
Old Dominion Freight Lines, Inc. (a)	991		31,068
Overnite Corp.	959		33,891
P.A.M. Transportation Services, Inc. (a)	668		13,560
Quality Distribution, Inc.	449		3,641
SCS Transportation, Inc. (a)	206		4,357
Swift Transportation Co., Inc. (a)	2,547		49,641
U.S. Xpress Enterprises, Inc. Class A (a)	842		21,892
USA Truck, Inc. (a)	550		6,815
USF Corp.	921		34,049
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Road & Rail - continued
Werner Enterprises, Inc.	2,420		$ 54,450
Yellow Roadway Corp. (a)	1,596		84,349
			695,082
Trading Companies & Distributors - 0.2%
Aceto Corp.	552		9,384
Beacon Roofing Supply, Inc.	794		14,514
Fastenal Co.	2,392		146,295
Lawson Products, Inc.	395		19,296
NuCo2, Inc. (a)	701		17,385
UAP Holding Corp.	1,607		26,274
			233,148
TOTAL INDUSTRIALS			6,016,981
INFORMATION TECHNOLOGY - 49.1%
Communications Equipment - 9.2%
3Com Corp. (a)	13,296		59,034
ADC Telecommunications, Inc. (a)	26,609		62,531
Adtran, Inc.	2,353		52,731
Advanced Fibre Communications, Inc. (a)	3,142		51,372
Airspan Networks, Inc. (a)	2,489		13,665
Alvarion Ltd. (a)	2,562		37,585
Anaren, Inc. (a)	662		8,893
Andrew Corp. (a)	5,155		73,201
Arris Group, Inc. (a)	2,872		16,342
Aspect Communications Corp. (a)	2,029		22,015
AudioCodes Ltd. (a)	1,741		25,593
Audiovox Corp. Class A (a)	723		10,809
Avanex Corp. (a)	6,051		18,758
Avici Systems, Inc. (a)	537		3,840
Avocent Corp. (a)	1,639		62,167
Bel Fuse, Inc.:
Class A	177		5,186
Class B	300		10,269
Black Box Corp.	488		20,828
Bookham, Inc. (a)	1,243		6,662
Brooktrout, Inc. (a)	479		5,873
C-COR.net Corp. (a)	1,013		9,066
Carrier Access Corp. (a)	1,526		13,780
Centillium Communications, Inc. (a)	1,559		3,929
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Ceragon Networks Ltd. (a)	865		$ 4,740
CIENA Corp. (a)	16,504		42,085
Cisco Systems, Inc. (a)	216,975		4,059,602
Computer Network Technology Corp. (a)	996		5,677
Comtech Telecommunications Corp. (a)	521		16,401
Comverse Technology, Inc. (a)	6,192		131,704
CyberGuard Corp. (a)	912		5,627
Digi International, Inc. (a)	1,004		15,452
Ditech Communications Corp. (a)	1,208		19,038
Echelon Corp. (a)	1,061		8,021
ECI Telecom Ltd. (a)	3,668		30,444
ECtel Ltd. (a)(d)	171		503
Extreme Networks, Inc. (a)	3,999		27,313
F5 Networks, Inc. (a)	1,092		47,011
FalconStor Software, Inc. (a)	1,358		10,633
Finisar Corp. (a)	5,906		10,808
Foundry Networks, Inc. (a)	4,534		60,529
Glenayre Technologies, Inc. (a)	1,379		2,524
Harmonic, Inc. (a)	2,575		20,008
Inter-Tel, Inc.	969		27,442
InterDigital Communication Corp. (a)	1,666		33,903
Ixia (a)	2,329		32,839
JDS Uniphase Corp. (a)	45,040		142,777
Juniper Networks, Inc. (a)	16,922		465,863
MRV Communications, Inc. (a)	4,346		16,771
NETGEAR, Inc. (a)	1,147		18,811
Network Engines, Inc. (a)	1,511		3,521
NMS Communications Corp. (a)	1,666		10,642
Oplink Communications, Inc. (a)	4,853		9,949
Optical Communication Products, Inc. (a)	1,330		2,899
Packeteer, Inc. (a)	1,039		13,507
Paradyne Networks, Inc. (a)	2,415		9,370
PC-Tel, Inc. (a)	1,155		9,321
Performance Technologies, Inc. (a)	470		3,351
Polycom, Inc. (a)	3,211		73,339
Powerwave Technologies, Inc. (a)	3,218		26,027
Proxim Corp. Class A (a)	475		1,952
Qiao Xing Universal Telephone, Inc. (a)	504		4,641
QUALCOMM, Inc.	52,213		2,173,105
Radyne Comstream Corp. (a)	1,102		8,024
Redback Networks, Inc. (a)	1,785		8,568
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
REMEC, Inc. (a)	2,398		$ 14,460
Research In Motion Ltd. (a)	6,006		530,789
SafeNet, Inc. (a)	810		28,885
SCM Microsystems, Inc. (a)	1,068		3,642
SeaChange International, Inc. (a)	1,245		21,265
Sierra Wireless, Inc. (a)	732		13,826
SiRF Technology Holdings, Inc.	1,141		14,456
Sonus Networks, Inc. (a)	8,174		54,030
SpectraLink Corp.	479		7,017
Stratex Networks, Inc. (a)	2,958		6,093
Sunrise Telecom, Inc.	1,483		3,930
Superior Essex, Inc. (a)	525		8,794
Sycamore Networks, Inc. (a)	8,426		31,598
Symmetricom, Inc. (a)	1,374		14,839
Tekelec (a)	2,363		55,318
Telefonaktiebolaget LM Ericsson ADR (a)	5,659		188,162
Tellabs, Inc. (a)	13,239		113,193
Telular Corp. (a)	871		5,548
Terayon Communication Systems, Inc. (a)	1,730		3,443
Tollgrade Communications, Inc. (a)	443		4,736
UTStarcom, Inc. (a)	3,667		71,653
Verso Technologies, Inc. (a)	3,053		2,473
ViaSat, Inc. (a)	976		20,369
Westell Technologies, Inc. Class A (a)	1,348		8,829
WJ Communications, Inc. (a)	2,092		7,092
Zhone Technologies, Inc. (a)	3,655		8,918
			9,452,229
Computers & Peripherals - 5.7%
ActivCard Corp. (a)	1,423		11,327
Adaptec, Inc. (a)	4,706		36,707
Advanced Digital Information Corp. (a)	2,971		27,274
Apple Computer, Inc. (a)	12,463		835,644
Applied Films Corp. (a)	436		9,662
Avid Technology, Inc. (a)	945		53,931
Brocade Communications Systems, Inc. (a)	9,900		68,607
Concurrent Computer Corp. (a)	2,256		4,286
Cray, Inc. (a)	2,041		7,164
Creative Technology Ltd. (Nasdaq)	2,846		36,429
Dell, Inc. (a)(d)	79,957		3,239,858
Dot Hill Systems Corp. (a)	1,177		7,768
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Electronics for Imaging, Inc. (a)	1,863		$ 31,168
Hutchinson Technology, Inc. (a)	937		30,705
Immersion Corp. (a)	860		4,610
InFocus Corp. (a)	1,431		9,588
Innovex, Inc. (a)	857		4,276
Intergraph Corp. (a)	1,107		29,003
Komag, Inc. (a)	960		16,080
LaserCard Corp. (a)	492		4,890
Logitech International SA sponsored ADR (a)	171		10,110
M-Systems Flash Disk Pioneers Ltd. (a)	696		11,039
McDATA Corp.:
Class A (a)	3,301		18,651
Class B (a)	1,013		5,430
Mobility Electronics, Inc. (a)	1,162		11,283
Neoware Systems, Inc. (a)	1,146		10,039
Network Appliance, Inc. (a)	11,362		342,678
Novatel Wireless, Inc.	861		18,133
Overland Storage, Inc. (a)	914		13,573
palmOne, Inc. (a)	1,541		53,997
Pinnacle Systems, Inc. (a)	2,409		12,575
Presstek, Inc. (a)	1,343		14,343
QLogic Corp. (a)	2,829		97,289
Rimage Corp. (a)	799		12,153
SanDisk Corp. (a)	5,190		117,190
SBS Technologies, Inc. (a)	435		5,681
Scitex Corp. Ltd.	1,465		6,505
SimpleTech, Inc. (a)	1,620		8,051
Stratasys, Inc. (a)	390		12,597
Sun Microsystems, Inc. (a)	106,224		589,543
Synaptics, Inc. (a)	866		33,254
Xybernaut Corp. (a)	5,985		7,182
			5,880,273
Electronic Equipment & Instruments - 2.0%
Aeroflex, Inc. (a)	2,655		32,524
Agilysys, Inc.	1,074		17,753
Argon ST, Inc. (a)	860		22,240
BEI Technologies, Inc.	647		18,989
Bell Microproducts, Inc. (a)	812		6,943
Brightpoint, Inc. (a)	478		9,135
CalAmp Corp. (a)	1,266		12,116
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - continued
CDW Corp.	2,607		$ 171,332
CellStar Corp. (a)	382		1,394
Cherokee International Corp.	469		4,019
Cogent, Inc.	2,700		90,639
Cognex Corp.	1,592		41,074
Coherent, Inc. (a)	1,061		30,652
Daktronics, Inc. (a)	949		24,598
DDi Corp. (a)	1,571		4,713
Digital Theater Systems, Inc. (a)	525		10,957
Dionex Corp. (a)	685		39,312
Electro Scientific Industries, Inc. (a)	948		18,410
Excel Technology, Inc. (a)	354		9,204
Fargo Electronics, Inc. (a)	609		9,025
FARO Technologies, Inc. (a)	383		10,418
Flextronics International Ltd. (a)	17,473		250,738
FLIR Systems, Inc. (a)	1,117		62,943
Global Imaging Systems, Inc. (a)	678		25,371
Identix, Inc. (a)	3,287		26,066
INTAC International (a)	1,136		10,974
Itron, Inc. (a)	567		12,276
LeCroy Corp. (a)	442		9,463
Lexar Media, Inc. (a)	2,584		20,388
Lipman Electronic Engineer Ltd. (Nasdaq)	766		21,708
Littelfuse, Inc. (a)	850		33,167
M-Flex Electronix, Inc.	868		15,858
Mechanical Technology, Inc. (a)	1,285		7,093
Merix Corp. (a)	475		5,168
Methode Electronics, Inc. Class A	1,293		17,068
Metrologic Instruments, Inc. (a)	824		16,834
Molex, Inc.	3,066		84,530
Molex, Inc. Class A (non-vtg.)	2,730		66,312
MTS Systems Corp.	722		21,913
National Instruments Corp.	2,514		71,900
Newport Corp. (a)	1,742		21,496
NU Horizons Electronics Corp. (a)	658		5,462
Optimal Group, Inc. Class A (a)	1,305		14,225
Orbotech Ltd. (a)	1,227		23,264
OSI Systems, Inc. (a)	490		10,643
PC Connection, Inc. (a)	1,121		7,881
Pemstar, Inc. (a)	1,399		2,142
Photon Dynamics, Inc. (a)	560		12,348
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - continued
Planar Systems, Inc. (a)	480		$ 5,117
Plexus Corp. (a)	1,195		16,431
RadiSys Corp. (a)	665		9,370
Richardson Electronics Ltd.	989		11,027
Rofin-Sinar Technologies, Inc. (a)	705		27,495
Sanmina-SCI Corp. (a)	16,945		149,624
ScanSource, Inc. (a)	521		33,709
Sirenza Microdevices, Inc. (a)	2,267		11,516
SpatiaLight, Inc. (a)	1,783		15,994
Staktek Holdings, Inc.	1,214		5,184
Suntron Corp. (a)	1,647		5,435
Superconductor Technologies, Inc. (a)	1,907		1,602
Taser International, Inc. (a)(d)	1,904		52,246
Tech Data Corp. (a)	1,850		83,972
Thermogenesis Corp. (a)	1,689		10,252
Trimble Navigation Ltd. (a)	1,866		58,910
TTM Technologies, Inc. (a)	1,039		10,785
Universal Display Corp. (a)	1,471		14,342
Veeco Instruments, Inc. (a)	861		16,695
Viisage Technology, Inc. (a)	1,327		10,709
Woodhead Industries, Inc.	504		7,600
X-Rite, Inc.	1,218		18,160
Xyratex Ltd.	973		13,817
Zomax, Inc. (a)	2,600		8,944
Zygo Corp. (a)	622		7,228
			2,068,842
Internet Software & Services - 3.5%
24/7 Real Media, Inc. (a)	811		3,066
Akamai Technologies, Inc. (a)	4,139		53,600
Aladdin Knowledge Systems Ltd. (a)	753		21,898
America Online Latin America, Inc. (a)	2,306		1,476
aQuantive, Inc. (a)	2,975		25,853
Ariba, Inc. (a)	2,305		38,033
Art Technology Group, Inc. (a)	2,639		2,929
AsiaInfo Holdings, Inc. (a)	1,307		7,842
Ask Jeeves, Inc. (a)	1,915		49,484
Autobytel, Inc. (a)	1,041		7,578
Bankrate, Inc. (a)	726		11,587
Blue Coat Systems, Inc. (a)	361		6,025
BroadVision, Inc. (a)	1,412		3,248
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Chordiant Software, Inc. (a)	2,159		$ 4,426
CMGI, Inc. (a)	22,307		34,130
CNET Networks, Inc. (a)	4,389		40,905
Corillian Corp. (a)	1,860		10,807
Cryptologic, Inc.	469		11,623
CyberSource Corp. (a)	1,115		7,872
Digital Insight Corp. (a)	951		15,525
Digital River, Inc. (a)	1,063		44,561
Digitas, Inc. (a)	2,292		18,817
DoubleClick, Inc. (a)	3,523		26,423
EarthLink, Inc. (a)	5,038		54,612
eCollege.com (a)	553		6,498
Entrust, Inc. (a)	2,378		8,870
Equinix, Inc. (a)	579		22,512
FindWhat.com (a)	1,339		25,816
Google, Inc. Class A	1,063		194,529
GoRemote Internet Communications, Inc. (a)	614		1,105
Greenfield Online, Inc.	454		8,740
Homestore, Inc. (a)	4,453		11,578
InfoSpace, Inc. (a)	1,141		50,546
Internet Capital Group, Inc. (a)	937		6,437
Interwoven, Inc. (a)	1,495		14,502
Iona Technologies PLC ADR (a)	533		2,756
iPass, Inc. (a)	1,581		10,261
iVillage, Inc. (a)	2,121		10,064
j2 Global Communications, Inc. (a)	1,052		36,662
Jupitermedia Corp. (a)	1,459		24,467
Keynote Systems, Inc. (a)	1,025		13,048
Kintera, Inc.	800		6,504
LivePerson, Inc. (a)	2,751		7,263
LookSmart Ltd. (a)	4,167		8,288
Marchex, Inc. Class B	448		7,002
Marketwatch.com, Inc. (a)	1,158		21,006
MatrixOne, Inc. (a)	1,819		12,024
NaviSite, Inc. (a)	523		1,182
Neoforma, Inc. (a)	772		5,736
Net2Phone, Inc. (a)	1,222		4,191
Netease.com, Inc. sponsored ADR (a)	507		26,830
NetRatings, Inc. (a)	1,039		20,780
NIC, Inc. (a)	1,749		8,037
Niku Corp. (a)	445		7,445
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Open Text Corp. (a)	1,454		$ 27,083
Openwave Systems, Inc. (a)	2,221		29,273
PEC Solutions, Inc. (a)	1,149		16,304
PlanetOut, Inc.	573		6,985
Plumtree Software, Inc. (a)	1,345		4,909
Quovadx, Inc. (a)	1,252		2,391
RADVision Ltd.	826		11,019
RealNetworks, Inc. (a)	5,396		33,995
Register.com, Inc. (a)	1,694		9,859
Retek, Inc. (a)	2,360		14,396
S1 Corp. (a)	3,058		28,653
SAVVIS Communications Corp. (a)	5,140		4,369
SeeBeyond Technology Corp. (a)	2,737		8,649
Selectica, Inc. (a)	2,459		9,467
Shopping.Com Ltd.	866		26,518
Sina Corp. (a)	1,642		60,623
SkillSoft PLC sponsored ADR (a)	3,139		22,664
Sohu.com, Inc. (a)	1,276		21,628
SonicWALL, Inc. (a)	2,405		14,791
Stellent, Inc. (a)	1,069		8,392
Supportsoft, Inc. (a)	2,282		11,593
Terra Networks SA sponsored ADR	666		2,452
Tippingpoint Technologies, Inc. (a)	279		9,695
Tom Online, Inc. ADR	200		2,944
Travelzoo, Inc. (a)(d)	630		58,590
Tumbleweed Communications Corp. (a)	1,264		4,424
United Online, Inc. (a)	1,839		19,622
ValueClick, Inc. (a)	2,827		36,468
VeriSign, Inc. (a)	8,125		267,313
Vignette Corp. (a)	10,020		12,725
Vitria Technology, Inc. (a)	2,548		8,816
WebEx Communications, Inc. (a)	1,430		33,948
webMethods, Inc. (a)	2,229		13,686
Websense, Inc. (a)	754		36,237
Yahoo!, Inc. (a)	43,609		1,640,571
Zix Corp. (a)	974		4,461
			3,612,512
IT Services - 1.4%
Acxiom Corp.	2,548		64,439
Answerthink, Inc. (a)	1,964		8,858
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Applied Digital Solutions, Inc. (a)	2,129		$ 11,390
Carreker Corp. (a)	996		8,406
CheckFree Corp. (a)	2,930		108,557
Cognizant Technology Solutions Corp. Class A (a)	4,178		159,307
Corio, Inc. (a)	3,977		6,602
Covansys Corp. (a)	1,396		18,790
CSG Systems International, Inc. (a)	1,788		32,488
Edgewater Technology, Inc. (a)	1,090		4,556
Elron Electronic Industries Ltd. (a)	1,005		14,603
Euronet Worldwide, Inc. (a)	1,275		31,365
Fiserv, Inc. (a)	6,359		244,885
Forrester Research, Inc. (a)	638		10,412
iGate Corp. (a)	1,393		5,572
Indus International, Inc. (a)	1,166		2,215
Infocrossing, Inc. (a)(d)	717		12,046
Infosys Technologies Ltd. sponsored ADR	664		47,755
infoUSA, Inc. (a)	1,995		21,965
Integral Systems, Inc.	418		8,356
Intrado, Inc. (a)	517		6,990
iPayment, Inc. (a)	756		29,061
Kanbay International, Inc.	900		25,857
Lightbridge, Inc. (a)	1,638		7,682
Lionbridge Technologies, Inc. (a)	1,683		9,273
ManTech International Corp. Class A (a)	669		16,016
Ness Technologies, Inc.	932		12,629
Paychex, Inc.	11,935		395,765
Pegasus Solutions, Inc. (a)	892		10,427
RightNow Technologies, Inc.	1,056		19,209
Sapient Corp. (a)	4,930		38,996
SM&A (a)	996		8,038
Sykes Enterprises, Inc. (a)	1,314		8,870
Syntel, Inc.	1,406		27,529
Telvent GIT SA	871		9,790
Tier Technologies, Inc. Class B (a)	1,203		10,622
Zanett, Inc. (a)	2,719		12,507
			1,471,828
Office Electronics - 0.1%
Zebra Technologies Corp. Class A (a)	2,251		113,180
Semiconductors & Semiconductor Equipment - 10.4%
8X8, Inc. (a)(d)	2,302		8,494
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Actel Corp. (a)	1,079		$ 18,516
ADE Corp. (a)	460		8,492
Advanced Energy Industries, Inc. (a)	961		8,217
Alliance Semiconductor Corp. (a)	1,231		4,309
Altera Corp. (a)	12,039		273,045
AMIS Holdings, Inc. (a)	2,448		37,112
Amkor Technology, Inc. (a)	6,344		34,892
ANADIGICS, Inc. (a)	839		2,827
Applied Materials, Inc. (a)	54,690		910,042
Applied Micro Circuits Corp. (a)	9,268		34,106
ARM Holdings PLC sponsored ADR	1,357		7,911
Artisan Components, Inc. (a)	939		32,396
ASE Test Ltd. (a)	3,590		22,114
ASM International NV (Nasdaq) (a)	397		6,312
ASML Holding NV (NY Shares) (a)	4,216		64,294
Asyst Technologies, Inc. (a)	1,284		5,341
Atheros Communications, Inc.	1,589		17,781
ATI Technologies, Inc. (a)	7,864		151,252
Atmel Corp. (a)	14,648		52,000
ATMI, Inc. (a)	1,136		26,151
August Technology Corp. (a)	750		6,338
Axcelis Technologies, Inc. (a)	2,915		21,280
Broadcom Corp. Class A (a)	8,308		270,176
Brooks Automation, Inc. (a)	1,570		24,100
Cabot Microelectronics Corp. (a)	748		27,639
California Micro Devices Corp. (a)	960		8,352
Camtek Ltd. (a)	1,772		7,460
Ceva, Inc. (a)	287		2,302
ChipMOS TECHNOLOGIES Bermuda Ltd. (a)(d)	2,935		16,260
Cirrus Logic, Inc. (a)	2,895		17,167
Cohu, Inc.	994		16,659
Conexant Systems, Inc. (a)	12,796		25,464
Credence Systems Corp. (a)	2,570		19,635
Cree, Inc. (a)(d)	2,340		83,725
Cymer, Inc. (a)	1,046		31,819
Diodes, Inc. (a)	354		8,804
DSP Group, Inc. (a)	799		17,722
DuPont Photomasks, Inc. (a)	545		14,377
EMCORE Corp. (a)	3,649		9,706
Entegris, Inc. (a)	2,942		28,773
ESS Technology, Inc. (a)	1,906		13,437
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Exar Corp. (a)	1,400		$ 19,572
FEI Co. (a)	1,251		26,759
FormFactor, Inc. (a)	1,135		27,365
FSI International, Inc. (a)	988		4,446
Genesis Microchip, Inc. (a)	1,820		29,684
Genus, Inc. (a)	745		1,296
Helix Technology Corp.	651		9,811
Hi/fn, Inc. (a)	451		3,608
ICOS Vision Systems NV (a)	570		13,361
Integrated Circuit Systems, Inc. (a)	2,293		54,207
Integrated Device Technology, Inc. (a)	3,107		35,264
Integrated Silicon Solution, Inc. (a)	1,726		13,221
Intel Corp.	205,896		4,601,776
Intersil Corp. Class A	5,059		81,450
Intevac, Inc. (a)	636		4,484
IXYS Corp. (a)	1,068		9,922
KLA-Tencor Corp. (a)	6,363		286,717
Kopin Corp. (a)	2,638		10,710
Kulicke & Soffa Industries, Inc. (a)	1,390		10,397
Lam Research Corp. (a)	4,451		115,771
Lattice Semiconductor Corp. (a)	3,480		18,576
Leadis Technology, Inc.	715		6,950
Linear Technology Corp.	9,802		374,044
LTX Corp. (a)	1,429		10,203
Marvell Technology Group Ltd. (a)	8,348		267,637
Mattson Technology, Inc. (a)	1,825		17,064
Maxim Integrated Products, Inc.	10,413		426,516
Micrel, Inc. (a)	2,895		30,919
Microchip Technology, Inc.	6,387		179,986
Microsemi Corp. (a)	2,037		36,259
Microtune, Inc. (a)	1,795		10,734
Mindspeed Technologies, Inc. (a)	2,431		6,078
MIPS Technologies, Inc. (a)	1,934		16,923
MKS Instruments, Inc. (a)	1,544		26,233
Monolithic System Technology, Inc. (a)	1,045		4,880
Nanometrics, Inc. (a)	749		12,186
Netlogic Microsystems, Inc.	690		7,073
Novellus Systems, Inc. (a)	4,510		121,499
NVE Corp. (a)	234		6,887
NVIDIA Corp. (a)	5,090		97,372
O2Micro International Ltd. (a)	979		11,846
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Omnivision Technologies, Inc. (a)	1,822		$ 32,504
ON Semiconductor Corp. (a)	9,654		35,237
PDF Solutions, Inc. (a)	891		11,467
Pericom Semiconductor Corp. (a)	1,064		9,342
Photronics, Inc. (a)	1,167		21,986
Pixelworks, Inc. (a)	1,850		20,813
PLX Technology, Inc. (a)	1,370		12,344
PMC-Sierra, Inc. (a)	6,281		69,342
Portalplayer, Inc.	710		20,725
Power Integrations, Inc. (a)	969		19,118
PowerDsine Ltd.	593		8,029
Rambus, Inc. (a)	3,414		78,898
RF Micro Devices, Inc. (a)	5,561		38,705
Rudolph Technologies, Inc. (a)	390		6,240
Semitool, Inc. (a)	1,012		9,068
Semtech Corp. (a)	2,180		44,625
Sigma Designs, Inc. (a)	683		6,167
Sigmatel, Inc. (a)	1,152		41,219
Silicon Image, Inc. (a)	2,625		44,100
Silicon Laboratories, Inc. (a)	1,704		51,359
Silicon Storage Technology, Inc. (a)	3,448		23,998
Siliconix, Inc. (a)	911		33,698
Siliconware Precision Industries Co. Ltd. ADR	518		2,067
Sipex Corp. (a)	1,057		5,814
Skyworks Solutions, Inc. (a)	5,586		55,469
Standard Microsystems Corp. (a)	699		17,181
Supertex, Inc. (a)	433		9,418
Tessera Technologies, Inc.	1,246		44,295
Therma-Wave, Inc. (a)	2,068		6,618
Tower Semicondutor Ltd. (a)	1,870		3,815
Transmeta Corp. (a)(d)	5,739		9,699
Transwitch Corp. (a)	3,005		3,666
Trident Microsystems, Inc. (a)	818		12,761
Tripath Technology, Inc. (a)	1,346		1,144
TriQuint Semiconductor, Inc. (a)	3,428		14,843
Ultratech, Inc. (a)	794		13,681
Varian Semiconductor Equipment Associates, Inc. (a)	1,080		38,362
Virage Logic Corp. (a)	772		11,603
Vitesse Semiconductor Corp. (a)	6,755		22,021
Volterra Semiconductor Corp.	875		18,471
White Electronic Designs Corp. (a)	952		6,378
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Xilinx, Inc.	11,232		$ 350,663
Zilog, Inc. (a)	350		2,293
Zoran Corp. (a)	1,363		16,152
			10,751,883
Software - 16.8%
Accelrys, Inc. (a)	737		4,614
Activision, Inc. (a)	4,319		67,895
Actuate Corp. (a)	2,431		5,761
Adobe Systems, Inc.	7,681		465,161
Advent Software, Inc. (a)	1,121		22,431
Agile Software Corp. (a)	2,069		17,297
Altiris, Inc. (a)	833		23,324
American Software, Inc. Class A	951		5,658
Ansoft Corp. (a)	662		11,929
Ansys, Inc. (a)	750		23,018
Ascential Software Corp. (a)	2,027		27,709
Aspen Technology, Inc. (a)	1,148		6,624
Atari, Inc. (a)	2,532		5,748
Authentidate Holding Corp. (a)	825		5,726
Autodesk, Inc.	3,597		235,280
BEA Systems, Inc. (a)	13,595		109,848
BindView Development Corp. (a)	1,838		6,525
Blackbaud, Inc.	1,180		14,750
Blackboard, Inc.	935		14,306
Borland Software Corp. (a)	2,486		29,061
Business Objects SA sponsored ADR (a)	1,189		27,680
Captaris, Inc. (a)	2,149		10,552
Catapult Communications Corp. (a)	635		17,234
CCC Information Services Group, Inc. (a)	1,057		22,091
Check Point Software Technologies Ltd. (a)	7,933		188,329
Chinadotcom Corp. Class A (a)	2,961		13,058
Citrix Systems, Inc. (a)	5,446		128,580
Cognos, Inc. (a)	2,893		112,871
Compuware Corp. (a)	11,737		67,722
Concord Communications, Inc. (a)	618		5,741
Concur Technologies, Inc. (a)	1,142		10,735
Convera Corp. Class A (a)	1,608		7,493
Creo, Inc. (a)	1,565		21,180
DataMirror Corp. (a)	206		1,397
Datastream Systems, Inc. (a)	963		5,682
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
Descartes Systems Group, Inc. (a)	893		$ 1,551
Digimarc Corp. (a)	710		6,539
E.piphany, Inc. (a)	3,007		13,592
Electronic Arts, Inc. (a)	9,674		473,059
Embarcadero Technologies, Inc. (a)	915		8,089
Epicor Software Corp. (a)	2,019		31,840
EPIQ Systems, Inc. (a)	646		9,684
Evolving Systems, Inc. (a)	203		725
FileNET Corp. (a)	1,427		38,258
Geac Computer Corp. Ltd. (a)	2,566		20,057
Hummingbird Ltd. (a)	422		10,141
Hyperion Solutions Corp. (a)	1,296		58,074
Informatica Corp. (a)	3,191		24,890
Intellisync Corp. (a)	1,702		3,064
Internet Security Systems, Inc. (a)	1,483		35,903
InterVideo, Inc.	605		6,812
Intervoice, Inc. (a)	1,422		18,486
Intuit, Inc. (a)	6,136		256,730
Jack Henry & Associates, Inc.	2,913		56,163
JAMDAT Mobile, Inc.	590		13,499
JDA Software Group, Inc. (a)	644		8,449
Kronos, Inc. (a)	1,026		51,854
Lawson Software, Inc. (a)	3,015		18,633
Macromedia, Inc. (a)	2,182		62,252
Macrovision Corp. (a)	1,640		43,542
Magic Software Enterprises Ltd. (a)	1,246		4,236
Magma Design Automation, Inc. (a)	958		12,990
Manhattan Associates, Inc. (a)	840		20,412
Manugistics Group, Inc. (a)	1,559		4,287
MAPICS, Inc. (a)	1,217		11,829
MapInfo Corp. (a)	784		9,369
Mentor Graphics Corp. (a)	2,477		31,086
Mercury Interactive Corp. (a)	2,667		121,642
Micromuse, Inc. (a)	3,179		16,715
MICROS Systems, Inc. (a)	664		48,718
Microsoft Corp.	348,684		9,348,164
MicroStrategy, Inc. Class A (a)	404		26,078
Mobius Management Systems, Inc. (a)	1,054		8,432
Motive, Inc.	867		11,054
MRO Software, Inc. (a)	735		9,445
Nassda Corp. (a)	1,100		4,708
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
NDS Group PLC sponsored ADR (a)	374		$ 11,800
NetIQ Corp. (a)	1,873		22,982
NetScout Systems, Inc. (a)	1,681		12,725
Novell, Inc. (a)	12,649		77,159
Nuance Communications, Inc. (a)	1,657		7,158
NYFIX, Inc. (a)	1,557		9,949
Open Solutions, Inc.	589		15,579
OpenTV Corp. Class A (a)	3,140		12,623
Opnet Technologies, Inc. (a)	1,106		9,556
Opsware, Inc. (a)	3,569		24,448
Oracle Corp. (a)	165,867		2,099,876
PalmSource, Inc. (a)	398		6,304
Parametric Technology Corp. (a)	9,733		56,938
Pegasystems, Inc. (a)	1,561		11,333
PeopleSoft, Inc. (a)	11,509		271,727
Pervasive Software, Inc. (a)	1,282		5,115
Phase Forward, Inc.	975		8,005
Phoenix Technologies Ltd. (a)	1,781		14,444
Plato Learning, Inc. (a)	886		6,193
Portal Software, Inc. (a)	1,401		4,833
Progress Software Corp. (a)	1,152		26,150
QAD, Inc.	960		7,910
Quality Systems, Inc. (a)	238		14,616
Quest Software, Inc. (a)	3,675		56,889
Radiant Systems, Inc. (a)	1,048		6,540
RADWARE Ltd. (a)	685		17,406
Red Hat, Inc. (a)	5,856		84,795
Renaissance Learning, Inc.	849		16,352
Retalix Ltd. (a)	546		10,374
Roxio, Inc. (a)	1,962		18,364
RSA Security, Inc. (a)	2,264		47,884
SAFLINK Corp. (a)	2,886		7,850
ScanSoft, Inc. (a)	3,794		13,848
SCO Group, Inc. (a)	176		700
Secure Computing Corp. (a)	1,421		14,807
SERENA Software, Inc. (a)	1,450		30,233
Shanda Interactive Entertainment Ltd. ADR	464		18,630
Siebel Systems, Inc. (a)	16,078		162,066
Sonic Solutions, Inc. (a)	602		11,619
SPSS, Inc. (a)	683		10,921
SS&C Technologies, Inc.	624		13,971
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
Symantec Corp. (a)	10,089		$ 643,779
Synopsys, Inc. (a)	5,027		88,626
Synplicity, Inc. (a)	1,694		9,520
Take-Two Interactive Software, Inc. (a)	1,273		44,491
TALX Corp.	391		11,495
Tecnomatix Technologies Ltd. (a)	525		6,552
THQ, Inc. (a)	1,060		22,748
TIBCO Software, Inc. (a)	7,737		88,976
Transaction Systems Architects, Inc. Class A (a)	1,334		27,374
Ulticom, Inc. (a)	1,349		24,215
Ultimate Software Group, Inc. (a)	884		11,289
VA Software Corp. (a)	2,086		5,152
Vastera, Inc. (a)	987		1,826
Verint Systems, Inc. (a)	1,071		44,061
Verisity Ltd. (a)	1,082		9,067
VERITAS Software Corp. (a)	13,674		299,461
Verity, Inc. (a)	1,336		18,317
WatchGuard Technologies, Inc. (a)	1,411		5,785
Wind River Systems, Inc. (a)	2,650		32,065
Witness Systems, Inc. (a)	902		13,521
			17,393,053
TOTAL INFORMATION TECHNOLOGY			50,743,800
MATERIALS - 1.1%
Chemicals - 0.4%
A. Schulman, Inc.	796		17,074
Akzo Nobel NV sponsored ADR	1,949		80,669
Hawkins, Inc.	1,094		13,019
Headwaters, Inc. (a)	1,200		38,436
LESCO, Inc. (a)	1,061		12,732
Methanex Corp.	3,929		69,175
Nanophase Technologies Corp. (a)	626		3,862
Sigma Aldrich Corp.	2,155		128,718
Symyx Technologies, Inc. (a)	1,030		32,476
			396,161
Construction Materials - 0.0%
U.S. Concrete, Inc. (a)	1,257		9,138
Containers & Packaging - 0.2%
Anchor Glass Container Corp.	822		5,409
Common Stocks - continued
	Shares		Value (Note 1)
MATERIALS - continued
Containers & Packaging - continued
Caraustar Industries, Inc. (a)	1,168		$ 18,793
Silgan Holdings, Inc.	668		36,272
Smurfit-Stone Container Corp. (a)	8,000		143,680
			204,154
Metals & Mining - 0.5%
Aber Diamond Corp. (a)	1,743		67,136
Alliance Resource Partners LP	215		15,104
Anglo American PLC ADR	864		21,038
Century Aluminum Co. (a)	1,180		30,232
Commonwealth Industries, Inc. (a)	1,619		21,193
Durban Roodepoort Deep Ltd. sponsored ADR (a)	4,781		8,271
Gibraltar Industries, Inc.	991		23,873
Ivanhoe Mines Ltd. (a)	8,616		61,753
Metal Management, Inc. (a)	906		23,810
Metals USA, Inc. (a)	811		15,206
NN, Inc.	1,342		17,097
Pan American Silver Corp. (a)	1,881		34,053
Randgold Resources Ltd. ADR (a)	1,472		18,665
Roanoke Electric Steel Corp.	599		10,776
Royal Gold, Inc.	906		16,054
Schnitzer Steel Industries, Inc. Class A	702		26,486
Silver Standard Resources, Inc. (a)	1,261		17,661
Steel Dynamics, Inc.	1,626		65,902
Steel Technologies, Inc.	420		12,298
Wheeling Pittsburgh Corp. (a)	523		19,131
			525,739
Paper & Forest Products - 0.0%
Mercer International, Inc. (SBI) (a)	976		10,638
TOTAL MATERIALS			1,145,830
TELECOMMUNICATION SERVICES - 2.2%
Diversified Telecommunication Services - 0.6%
Broadwing Corp. (a)	1,596		10,597
Commonwealth Telephone Enterprises, Inc. (a)	639		31,094
CT Communications, Inc.	802		10,610
D&E Communications, Inc.	839		10,991
General Communications, Inc. Class A (a)	1,637		16,763
Global Crossing Ltd. (a)	485		7,299
Golden Telecom, Inc.	1,416		42,902
Common Stocks - continued
	Shares		Value (Note 1)
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
HickoryTech Corp.	972		$ 10,332
ITC DeltaCom, Inc. (a)	1,721		2,943
Level 3 Communications, Inc. (a)(d)	21,588		74,479
MCI, Inc.	10,212		192,598
McLeodUSA, Inc. Class A (a)	5,360		1,394
North Pittsburgh Systems, Inc.	769		19,294
Primus Telecommunications Group, Inc. (a)	2,302		6,975
PTEK Holdings, Inc. (a)	3,248		34,201
Shenandoah Telecommunications Co.	346		10,231
SureWest Communications	400		11,388
Talk America Holdings, Inc. (a)	989		6,250
Teleglobe International Holdings Ltd. (a)	1,380		4,733
Telewest Global, Inc. (a)	7,527		110,195
Time Warner Telecom, Inc. Class A (a)	1,250		4,738
U.S. LEC Corp. Class A (a)	1,291		4,351
Warwick Valley Telephone Co.	420		9,441
			633,799
Wireless Telecommunication Services - 1.6%
Aether Systems, Inc. (a)	2,467		9,177
Alamosa Holdings, Inc. (a)	3,935		42,892
At Road, Inc. (a)	2,107		12,705
Boston Communications Group, Inc. (a)	912		8,117
Centennial Communications Corp. Class A (a)	3,308		21,866
Dobson Communications Corp. Class A (a)	2,490		4,507
EMS Technologies, Inc. (a)	443		6,951
InPhonic, Inc.	1,005		25,638
Millicom International Cellular SA (a)	3,019		66,901
Nextel Communications, Inc. Class A (a)	34,613		985,086
Nextel Partners, Inc. Class A (a)	5,877		106,315
NII Holdings, Inc. (a)	2,105		91,062
SBA Communications Corp. Class A (a)	2,475		23,760
Telesystem International Wireless, Inc. (a)	5,421		62,989
TIM Hellas Telecommunications SA ADR	576		9,504
Ubiquitel, Inc. (a)	3,855		25,058
USA Mobility, Inc. (a)	1,072		38,978
Western Wireless Corp. Class A (a)	2,616		70,632
Wireless Facilities, Inc. (a)	2,684		22,224
			1,634,362
TOTAL TELECOMMUNICATION SERVICES			2,268,161
Common Stocks - continued
	Shares		Value (Note 1)
UTILITIES - 0.2%
Electric Utilities - 0.1%
MGE Energy, Inc.	882		$ 30,394
Otter Tail Corp.	1,231		33,151
			63,545
Gas Utilities - 0.0%
EnergySouth, Inc.	465		13,387
Inergy LP	330		9,676
			23,063
Multi-Utilities & Unregulated Power - 0.0%
NorthWestern Energy Corp. (a)	1,050		26,933
Water Utilities - 0.1%
Artesian Resources Corp. Class A	571		16,588
Connecticut Water Service, Inc.	559		15,557
Middlesex Water Co.	728		14,487
Southwest Water Co.	973		13,243
York Water Co.	855		16,809
			76,684
TOTAL UTILITIES			190,225
TOTAL COMMON STOCKS (Cost $96,332,857)		100,906,887

U.S. Treasury Obligations - 1.0%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 1.60% to 1.61% 1/6/05 (e) (Cost $998,405)	$ 1,000,000	998,105

Money Market Funds - 2.0%
	Shares		Value (Note 1)
Fidelity Cash Central Fund, 1.98% (b)	657,444		$ 657,444
Fidelity Securities Lending Cash Central Fund, 2% (b)(c)	1,429,457		1,429,457
TOTAL MONEY MARKET FUNDS (Cost $2,086,901)		2,086,901
TOTAL INVESTMENT PORTFOLIO - 100.6% (Cost $99,418,163)			103,991,893
NET OTHER ASSETS - (0.6)%			(659,102)
NET ASSETS - 100%		$ 103,332,791

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
76 Nasdaq 100 E-Mini Index Contracts	Dec. 2004	$ 2,390,960	$ 109,683

The face value of futures purchased as a percentage of net assets - 2.3%

Legend

(a) Non-income producing

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

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $623,816.

Income Tax Information

The fund hereby designates approximately $47,000 as a capital gain dividend for the purpose of the dividend paid deduction.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

November 30, 2004
Assets
Investment in securities, at value (including securities loaned of $1,395,144) (cost $99,418,163) - See accompanying schedule		$ 103,991,893
Cash		29,223
Receivable for investments sold		13,998
Receivable for fund shares sold		57,525
Dividends receivable		1,095,042
Interest receivable		3,189
Prepaid expenses		360
Receivable from investment adviser for expense reductions		11,152
Other receivables		2,497
Total assets		105,204,879
Liabilities
Payable for investments purchased	$ 17,913
Payable for fund shares redeemed	320,765
Accrued management fee	19,943
Distribution fees payable	13,869
Payable for daily variation on futures contracts	7,344
Other affiliated payables	15,606
Other payables and accrued expenses	47,191
Collateral on securities loaned, at value	1,429,457
Total liabilities		1,872,088
Net Assets		$ 103,332,791
Net Assets consist of:
Paid in capital		$ 97,250,642
Undistributed net investment income		1,097,395
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		301,342
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,683,412
Net Assets, for 3,589,285 shares outstanding		$ 103,332,791
Net Asset Value, offering price and redemption price per share ($103,332,791 ÷ 3,589,285 shares)		$ 28.79

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

Annual Report

Financial Statements - continued

Statement of Operations

Year ended November 30, 2004
Investment Income
Dividends		$ 378,888
Special Dividends		1,029,228
Interest		34,832
Security lending		6,888
Total income		1,449,836
Expenses
Management fee	$ 187,028
Transfer agent fees	115,860
Distribution fees	46,750
Licensing fees	38,958
Accounting and security lending fees	33,213
Non-interested trustees' compensation	386
Custodian fees and expenses	19,099
Registration fees	48,190
Audit	53,086
Legal	2,676
Miscellaneous	4,259
Total expenses before reductions	549,505
Expense reductions	(199,558)	349,947
Net investment income (loss)		1,099,889
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	324,017
Foreign currency transactions	16
Futures contracts	84,721
Total net realized gain (loss)		408,754
Change in net unrealized appreciation (depreciation) on: Investment securities	2,586,547
Assets and liabilities in foreign currencies	(1)
Futures contracts	93,179
Total change in net unrealized appreciation (depreciation)		2,679,725
Net gain (loss)		3,088,479
Net increase (decrease) in net assets resulting from operations		$ 4,188,368

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

Annual Report

Statement of Changes in Net Assets

	Year ended November 30, 2004	For the period September 25, 2003 (commencement of operations) to November 30, 2003
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,099,889	$ 15,979
Net realized gain (loss)	408,754	(17,339)
Change in net unrealized appreciation (depreciation)	2,679,725	2,003,687
Net increase (decrease) in net assets resulting from operations	4,188,368	2,002,327
Distributions to shareholders from net investment income	(27,466)	-
Distributions to shareholders from net realized gain	(74,806)	-
Total distributions	(102,272)	-
Share transactions Proceeds from sales of shares	105,799,253	55,487,175
Reinvestment of distributions	96,366	-
Cost of shares redeemed	(36,422,527)	(27,812,489)
Net increase (decrease) in net assets resulting from share transactions	69,473,092	27,674,686
Redemption fees	86,906	9,684
Total increase (decrease) in net assets	73,646,094	29,686,697
Net Assets
Beginning of period	29,686,697	-
End of period (including undistributed net investment income of $1,097,395 and undistributed net investment income of $15,971, respectively)	$ 103,332,791	$ 29,686,697
Other Information Shares
Sold	3,837,378	2,150,156
Issued in reinvestment of distributions	3,434	-
Redeemed	(1,352,324)	(1,049,359)
Net increase (decrease)	2,488,488	1,100,797

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

Annual Report

Financial Highlights

Years ended November 30,	2004	2003F
Selected Per-Share Data
Net asset value, beginning of period	$ 26.97	$ 25.00
Income from Investment Operations
Net investment income (loss) D	.38 E	.01
Net realized and unrealized gain (loss)	1.47	1.95
Total from investment operations	1.85	1.96
Distributions from net investment income	(.02)	-
Distributions from net realized gain	(.04)	-
Total distributions	(.06)	-
Redemption fees added to paid in capitalD	.03	.01
Net asset value, end of period	$ 28.79	$ 26.97
Total Return B, C	6.99%	7.88%
Ratios to Average Net Assets G
Expenses before expense reductions	.71%	1.30% A
Expenses net of voluntary waivers, if any	.45%	.45% A
Expenses net of all reductions	.45%	.45% A
Net investment income (loss)	1.41%	.31% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 103,333	$ 29,687
Portfolio turnover rate	5%	55% A

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^E Investment income per share reflects a special dividend which amounted to $.35 per share.

^F For the period September 25, 2003 (commencement of operations) to November 30, 2003.

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2004

1. Significant Accounting Policies.

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

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

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

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

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

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost 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. Large, non-recurring dividends recognized by the fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends to net investment income per share is presented in the Financial Highlights. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

Book-tax differences are primarily due to losses deferred due to wash sales and futures transactions.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 13,602,919
Unrealized depreciation	(9,177,460)
Net unrealized appreciation (depreciation)	4,425,459
Undistributed ordinary income	1,451,271
Undistributed long-term capital gain	151,225
Cost for federal income tax purposes	$ 99,566,434

The tax character of distributions paid was as follows:

	November 30, 2004
Ordinary Income	$ 93,441
Long-term Capital Gains	8,831
Total	$ 102,272

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 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 Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

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

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Futures Contracts - continued

of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counter-parties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $74,067,899 and $3,679,187, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee that is based on an annual rate of .24% of the fund's average net assets.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the fund. Geode provides discretionary investment advisory services to the fund and is paid by FMR for providing these services.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted a Distribution and Service Plan. The fund pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a distribution fee based on annual percentage of the fund's average net assets of up to .25%. In addition, FDC pays Nasdaq for marketing services provided to the fund. For the period, the distribution fees were equivalent to an annualized rate of.06% of average net assets. The total amounts paid to and retained by FDC were $46,750 and $0, respectively.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .15% of average net assets.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

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

Licensing Fees. Under the terms of a license agreement, FMR pays Nasdaq an annual licensing fee for the use of the Nasdaq Composite Index. FMR has entered into a sub-license agreement with the fund whereby the fund pays FMR the amount of the license fee at the rate of up to .06% of the fund's average net assets.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $26,501 for the period.

5. Committed Line of Credit.

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

6. Security Lending.

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

Annual Report

Notes to Financial Statements - continued

7. Expense Reductions.

FMR has voluntarily agreed to reimburse the fund through October 1, 2006, to the extent annual operating expenses exceeded .45% of average net assets. Some expenses, for example interest expense, are excluded from this reimbursement. During the period, this reimbursement reduced the fund's expenses by $199,461.

In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $97.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and Shareholders of Fidelity NASDAQ Composite Index Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity NASDAQ Composite Index Fund (the Fund), a fund of Fidelity Commonwealth Trust, including the portfolio of investments, as of November 30, 2004, and the related statement of operations for the year then ended, and the statement of changes in net assets and the financial highlights for the year ended November 30, 2004 and for the period September 25, 2003 (commencement of operations) to November 30, 2003. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2004, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity NASDAQ Composite Index Fund as of November 30, 2004, the results of its operations for the year then ended, and the changes in its net assets and its financial highlights for the year ended November 30, 2004 and for the period September 25, 2003 (commencement of operations) to November 30, 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

January 14, 2005

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, Dennis J. Dirks, and Kenneth L. Wolfe, each of the Trustees oversees 301 funds advised by FMR or an affiliate. Mr. McCoy oversees 303 funds advised by FMR or an affiliate. Mr. Dirks and Mr. Wolfe oversee 223 funds advised by FMR or an affiliate.

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

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

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (74)**
	Year of Election or Appointment: 1974 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.
Abigail P. Johnson (42)**
	Year of Election or Appointment: 2001 Senior Vice President of Nasdaq Composite Index (2003). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.
Laura B. Cronin (50)
	Year of Election or Appointment: 2003 Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).
Robert L. Reynolds (52)
	Year of Election or Appointment: 2003 Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

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

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

Annual Report

Non-Interested Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (56)
	Year of Election or Appointment: 2005 Trustee of Fidelity Commonwealth Trust. Mr. Dirks also serves as a Trustee (2005) or Member of the Advisory Board (2004) of other investment companies advised by FMR. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).
Robert M. Gates (61)
	Year of Election or Appointment: 1997 Dr. Gates is Vice Chairman of the non-interested Trustees (2005). Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001), and Brinker International (restaurant management, 2003). He also serves as a member of the Advisory Board of VoteHere.net (secure Internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.
George H. Heilmeier (68)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001), Teletech Holdings (customer management services), and HRL Laboratories (private research and development, 2004). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE) (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), and Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002).
Marie L. Knowles (58)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (60)
	Year of Election or Appointment: 2000 Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.
Marvin L. Mann (71)
	Year of Election or Appointment: 1993 Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.
William O. McCoy (71)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).
Cornelia M. Small (60)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (65)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman of the Board (2000), CEO (2002), a position he previously held from 1995-2000, Chairman of the Executive Committee (2000), and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (65)
	Year of Election or Appointment: 2005 Trustee of Fidelity Commonwealth Trust. Mr. Wolfe also serves as a Trustee (2005) or Member of the Advisory Board (2004) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003), Bausch & Lomb, Inc., and Revlon Inc. (2004).

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Peter S. Lynch (61)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Commonwealth Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.
Philip L. Bullen (45)
	Year of Election or Appointment: 2003 Vice President of Nasdaq Composite Index. Mr. Bullen also serves as Vice President of certain Equity Funds (2001) and certain High Income Funds (2001). He is Senior Vice President of FMR (2001) and FMR Co., Inc. (2001), President and a Director of Fidelity Management & Research (Far East) Inc. (2001), President and a Director of Fidelity Management & Research (U.K.) Inc. (2002), and a Director of Strategic Advisers, Inc. (2002). Before joining Fidelity Investments, Mr. Bullen was President and Chief Investment Officer of Santander Global Advisors (1997-2000) and President and Chief Executive Officer of Boston's Baring Asset Management Inc. (1994-1997).
Eric D. Roiter (56)
	Year of Election or Appointment: 2003 Secretary of Nasdaq Composite Index. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Vice President and Secretary of FDC; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Management & Research (Far East) Inc. (2001-present), and Assistant Secretary of Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present).
Stuart Fross (45)
	Year of Election or Appointment: 2003 Assistant Secretary of Nasdaq Composite Index. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.
Christine Reynolds (46)
	Year of Election or Appointment: 2004 President, Treasurer, and Anti-Money Laundering (AML) officer of Nasdaq Composite Index. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
Timothy F. Hayes (53)
	Year of Election or Appointment: 2003 Chief Financial Officer of Nasdaq Composite Index. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).
Kenneth A. Rathgeber (57)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Nasdaq Composite Index. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
John R. Hebble (46)
	Year of Election or Appointment: 2003 Deputy Treasurer of Nasdaq Composite Index. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).
Kimberley H. Monasterio (40)
	Year of Election or Appointment: 2004 Deputy Treasurer of Nasdaq Composite Index. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
John H. Costello (58)
	Year of Election or Appointment: 2003 Assistant Treasurer of Nasdaq Composite Index. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (50)
	Year of Election or Appointment: 2004 Assistant Treasurer of Nasdaq Composite Index. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (49)
	Year of Election or Appointment: 2003 Assistant Treasurer of Nasdaq Composite Index. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Kenneth B. Robins (35)
	Year of Election or Appointment: 2004 Assistant Treasurer of Nasdaq Composite Index. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Thomas J. Simpson (46)
	Year of Election or Appointment: 2003 Assistant Treasurer of Nasdaq Composite Index. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Annual Report

Distributions

The Board of Trustees of Fidelity NASDAQ Composite Index Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

Pay Date	Record Date	Dividends	Capital Gains
12/20/04	12/17/04	$0.30	$0.08
01/10/05	01/07/05	-	$0.06

The fund designates 100% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% and 7% of the dividends distributed in December 2003 and January 2004, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2005 of amounts for use in preparing 2004 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on November 17, 2004. 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 amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval. A
	# of Votes	% of Votes
Affirmative	12,221,814,216.15	73.238
Against	3,155,449,238.56	18.908
Abstain	587,539,807.37	3.521
Broker Non-Votes	723,047,068.58	4.333
TOTAL	16,687,850,330.66	100.000
PROPOSAL 2
To elect a Board of Trustees. A
	# of Votes	% of Votes
J. Michael Cook
Affirmative	15,841,707,644.41	94.930
Withheld	846,142,686.25	5.070
TOTAL	16,687,850,330.66	100.000
Ralph F. Cox
Affirmative	15,797,852,227.84	94.667
Withheld	889,998,102.82	5.333
TOTAL	16,687,850,330.66	100.000
Laura B. Cronin
Affirmative	15,839,639,342.73	94.917
Withheld	848,210,987.93	5.083
TOTAL	16,687,850,330.66	100.000
Dennis J. Dirks B
Affirmative	15,848,904,973.82	94.973
Withheld	838,945,356.84	5.027
TOTAL	16,687,850,330.66	100.000
	# of Votes	% of Votes
Robert M. Gates
Affirmative	15,823,470,035.51	94.820
Withheld	864,380,295.15	5.180
TOTAL	16,687,850,330.66	100.000
George H. Heilmeier
Affirmative	15,839,665,226.61	94.917
Withheld	848,185,104.05	5.083
TOTAL	16,687,850,330.66	100.000
Abigail P. Johnson
Affirmative	15,781,077,913.19	94.566
Withheld	906,772,417.47	5.434
TOTAL	16,687,850,330.66	100.000
Edward C. Johnson 3d
Affirmative	15,754,759,829.98	94.409
Withheld	933,090,500.68	5.591
TOTAL	16,687,850,330.66	100.000
Donald J. Kirk
Affirmative	15,813,230,768.50	94.759
Withheld	874,619,562.16	5.241
TOTAL	16,687,850,330.66	100.000
Marie L. Knowles
Affirmative	15,851,883,968.67	94.991
Withheld	835,966,361.99	5.009
TOTAL	16,687,850,330.66	100.000
Ned C. Lautenbach
Affirmative	15,854,530,564.20	95.006
Withheld	833,319,766.46	4.994
TOTAL	16,687,850,330.66	100.000
Marvin L. Mann
Affirmative	15,816,737,319.52	94.780
Withheld	871,113,011.14	5.220
TOTAL	16,687,850,330.66	100.000
	# of Votes	% of Votes
William O. McCoy
Affirmative	15,823,167,179.17	94.818
Withheld	864,683,151.49	5.182
TOTAL	16,687,850,330.66	100.000
Robert L. Reynolds
Affirmative	15,845,001,714.22	94.949
Withheld	842,848,616.44	5.051
TOTAL	16,687,850,330.66	100.000
Cornelia M. Small B
Affirmative	15,840,247,943.36	94.921
Withheld	847,602,387.30	5.079
TOTAL	16,687,850,330.66	100.000
William S. Stavropoulos
Affirmative	15,830,742,293.62	94.864
Withheld	857,108,037.04	5.136
TOTAL	16,687,850,330.66	100.000
A Denotes trust-wide proposals and voting results. B Effective January 1, 2005.

Annual Report

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer Agent

Fidelity Service Company, Inc.
Boston, MA

Shareholder Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

1-800-FIDELITY

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

EIF-UANN-0105
1.795563.101

Item 2. Code of Ethics

As of the end of the period, November 30, 2004, Fidelity Commonwealth Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate Audit Fees billed by PricewaterhouseCoopers LLP (PwC) for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Nasdaq Composite Index Tracking Stock (the fund) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund	2004A	2003A, B
Fidelity Nasdaq Composite Index Tracking Stock	$50,000	$21,000
All funds in the Fidelity Group of Funds audited by PwC	$10,600,000	$10,500,000

A	Aggregate amounts may reflect rounding.
B	Fidelity Nasdaq Composite Index Tracking Stock commenced operations on September 25, 2003.

For the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate Audit Fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Nasdaq Composite Index Fund (the fund) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund	2004A	2003A, B
Fidelity Nasdaq Composite Index Fund	$31,000	$23,000
All funds in the Fidelity Group of Funds audited by Deloitte Entities	$4,400,000	$4,300,000

A	Aggregate amounts may reflect rounding.
B	Fidelity Nasdaq Composite Index Fund commenced operations on September 25, 2003.

(b) Audit-Related Fees.

In each of the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to the fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund	2004A	2003 A, B, C
Fidelity Nasdaq Composite Index Tracking Stock	$0	$0

^A Aggregate amounts may reflect rounding.

B	Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.
C	Fidelity Nasdaq Composite Index Tracking Stock commenced operations on September 25, 2003.

In each of the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate Audit-Related Fees billed by Deloitte Entities for services rendered for assurance and related services to the fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund	2004A	2003 A, B, C
Fidelity Nasdaq Composite Index Fund	$0	$0

^A Aggregate amounts may reflect rounding.

B	Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.
C	Fidelity Nasdaq Composite Index Fund commenced operations on September 25, 2003.

In each of the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate Audit-Related Fees that were billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of Fidelity Management & Research Company (FMR) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By	2004 A	2003A, B, C
PwC	$0	$50,000
Deloitte Entities	$0	$0

^A Aggregate amounts may reflect rounding.

B	Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.
C	May include amounts billed prior to Fidelity Nasdaq Composite Index Tracking Stock's and Fidelity Nasdaq Composite Index Fund's commencement of operations.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(c) Tax Fees.

In each of the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for the fund is shown in the table below.

Fund	2004A	2003A, B, C
Fidelity Nasdaq Composite Index Tracking Stock	$2,200	$2,800

^A Aggregate amounts may reflect rounding.

B	Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.
C	Fidelity Nasdaq Composite Index Tracking Stock commenced operations on September 25, 2003.

In each of the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate Tax Fees billed by Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for the fund is shown in the table below.

Fund	2004A	2003A, B, C
Fidelity Nasdaq Composite Index Fund	$3,900	$2,200

^A Aggregate amounts may reflect rounding.

B	Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.
C	Fidelity Nasdaq Composite Index Fund commenced operations on September 25, 2003.

In each of the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate Tax Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By	2004A	2003A, B, C
PwC	$0	$0
Deloitte Entities	$0	$0

^A Aggregate amounts may reflect rounding.

B	Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.
C	May include amounts billed prior to Fidelity Nasdaq Composite Index Tracking Stock's and Fidelity Nasdaq Composite Index Fund's commencement of operations.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees.

In each of the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the fund is shown in the table below.

Fund	2004A	2003A, B, C
Fidelity Nasdaq Composite Index Tracking Stock	$1,000	$0

^A Aggregate amounts may reflect rounding.

B	Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.
C	Fidelity Nasdaq Composite Index Tracking Stock commenced operations on September 25, 2003.

In each of the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate Other Fees billed by Deloitte Entities for all other non-audit services rendered to the fund is shown in the table below.

Fund	2004A	2003A, B, C
Fidelity Nasdaq Composite Index Fund	$0	$0

^A Aggregate amounts may reflect rounding.

B	Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.
C	Fidelity Nasdaq Composite Index Fund commenced operations on September 25, 2003.

In each of the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate Other Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By	2004A	2003A, B, C
PwC	$540,000	$140,000
Deloitte Entities	$850,000	$160,000

^A Aggregate amounts may reflect rounding.

B	Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.
C	May include amounts billed prior to Fidelity Nasdaq Composite Index Tracking Stock's and Fidelity Nasdaq Composite Index Fund's commencement of operations.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.

(e) (1) Audit Committee Pre-Approval Policies and Procedures:

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity Fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

(e) (2) Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Audit-Related Fees:

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2004 and November 30, 2003 on behalf of each fund.

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2004 and November 30, 2003 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

Tax Fees:

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2004 and November 30, 2003 on behalf of each fund.

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2004 and November 30, 2003 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

All Other Fees:

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2004 and November 30, 2003 on behalf of each fund.

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2004 and November 30, 2003 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

(f) According to PwC for the fiscal year ended November 30, 2004, the percentage of hours spent on the audit of the fund's financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of PwC is as follows:

Fund	2004
Fidelity Nasdaq Composite Index Tracking Stock	0%

According to Deloitte Entities for the fiscal year ended November 30, 2004, the percentage of hours spent on the audit of the fund's financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of Deloitte Entities is as follows:

Fund	2004
Fidelity Nasdaq Composite Index Fund	0%

(g) For the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate fees billed by PwC of $2,700,000^A and $1,850,000^A,B,C for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

	2004A	2003A,B,C
Covered Services	$550,000	$200,000
Non-Covered Services	$2,150,000	$1,650,000

A	Aggregate amounts may reflect rounding.
B	Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.
C	May include amounts billed prior to Fidelity Nasdaq Composite Index Tracking Stock's commencement of operations.

For the fiscal years ended November 30, 2004 and November 30, 2003, the aggregate fees billed by Deloitte Entities of $1,600,000^A and $1,350,000^A,B,C for non-audit services rendered on behalf of the fund, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

	2004A	2003A,B,C
Covered Services	$850,000	$150,000
Non-Covered Services	$750,000	$1,200,000

A	Aggregate amounts may reflect rounding.
B	Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.
C	May include amounts billed prior to Fidelity Nasdaq Composite Index Fund's commencement of operations.

(h) The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No.1, regarding their independence from the funds and their related entities.

Item 5. Audit Committee of Listed Registrants

Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Tracking Stock:

The Board of Trustees of Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Tracking Stock has established a separately-designated standing audit committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. As of November 30, 2004, the members of the audit committee were Marie Knowles, Robert Gates, Donald Kirk and William McCoy. Mr. Kirk retired effective December 31, 2004.

Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Fund:

Not applicable.

Item 6. Schedule of Investments

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)	(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Fidelity Commonwealth Trust

By:	/s/Christine Reynolds
	Christine Reynolds
	President and Treasurer
Date:	January 24, 2005

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

By:	/s/Christine Reynolds
	Christine Reynolds
	President and Treasurer
Date:	January 24, 2005

By:	/s/Timothy F. Hayes
	Timothy F. Hayes
	Chief Financial Officer
Date:	January 24, 2005