Fidelity Puritan Fund (FPURX) N-CSRS Certified semi-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 811-649

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

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:	July 31
Date of reporting period:	January 31, 2006

Item 1. Reports to Stockholders

Fidelity^®
Balanced
Fund

Semiannual Report
January 31, 2006

Contents
Chairman’s Message	3	Ned Johnson’s message to shareholders.
Shareholder Expense	4	An example of shareholder expenses.
Example
Investment Changes	5	A summary of major shifts in the fund’s
		investments over the past six months.
Investments	6	A complete list of the fund’s investments
		with their market values.
Financial Statements	57	Statements of assets and liabilities,
		operations, and changes in net assets,
		as well as financial highlights.
Notes	61	Notes to the financial statements.
Proxy Voting Results	69
Board Approval of	70
Investment Advisory
Contracts and
Management Fees

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

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

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

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

This report and the financial statements contained herein are submitted for the general information
of the shareholders of the fund. This report is not authorized for distribution to prospective investors
in the fund unless preceded or accompanied by an effective prospectus.
A fund files its complete schedule of portfolio holdings with the SEC for the first and third quar
ters 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 Refer
ence 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 hold
ings, view the most recent quarterly holdings report, semiannual report, or annual report on
Fidelity’s web site at http://www.fidelity.com/holdings.
NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE
Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

2

Chairman’s Message

(photograph of Edward C. Johnson 3d)

Dear Shareholder:

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

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

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

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

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

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

Best regards,

/s/ Edward C. Johnson 3d

Edward C. Johnson 3d

3 Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2005 to January 31, 2006).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	August 1, 2005		January 31, 2006		August 1, 2005
					to January 31,
					2006
Actual	$	1,000.00	$	1,088.20	$	3.37
Hypothetical (5% return per year
before expenses)	$	1,000.00	$	1,021.98	$	3.26

* Expenses are equal to the Fund’s annualized expense ratio of .64%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one half year period).

Semiannual Report

4

Investment Changes
Top Five Stocks as of January 31, 2006
	% of fund’s	% of fund’s net assets
	net assets	6 months ago
National Oilwell Varco, Inc.	2.1	1.3
Halliburton Co.	1.4	1.2
General Electric Co.	1.4	1.8
Pride International, Inc.	1.1	0.9
Valero Energy Corp.	1.1	0.9
	7.1
Top Five Bond Issuers as of January 31, 2006
(with maturities greater than one year)	% of fund’s	% of fund’s net assets
	net assets	6 months ago
U.S. Treasury Obligations	10.5	4.5
Fannie Mae	7.9	13.7
Freddie Mac	2.0	2.2
General Electric Capital Corp.	0.3	0.2
United Mexican States	0.2	0.2
	20.9
Top Five Market Sectors as of January 31, 2006
	% of fund’s	% of fund’s net assets
	net assets	6 months ago
Financials	14.9	14.5
Information Technology	11.7	12.1
Energy	10.1	8.6
Industrials	8.3	9.6
Health Care	7.4	8.3

5 Semiannual Report

Investments January 31, 2006 (Unaudited)
Showing Percentage of Net Assets

Common Stocks 67.9%
	Shares	Value (Note 1)
		(000s)
CONSUMER DISCRETIONARY – 6.2%
Auto Components 0.2%
American Axle & Manufacturing Holdings, Inc.	958,500		$ 17,819
LKQ Corp. (a)	465,600		10,471
			28,290
Automobiles – 0.1%
General Motors Corp. (g)	632,100		15,208
Diversified Consumer Services – 0.0%
Carriage Services, Inc. Class A (a)	565,000		2,825
Service Corp. International (SCI)	743,800		6,084
			8,909
Hotels, Restaurants & Leisure 1.2%
Applebee’s International, Inc.	330,200		7,915
Boyd Gaming Corp.	214,300		9,686
Brinker International, Inc.	314,100		12,784
Carnival Corp. unit	214,900		11,123
Gaylord Entertainment Co. (a)	325,200		13,984
Greek Organization of Football Prognostics SA	286,500		10,773
Kerzner International Ltd. (a)	369,600		24,113
Kinki Nippon Tourist Co. Ltd. (g)	271,000		1,478
McDonald’s Corp.	1,246,000		43,622
Outback Steakhouse, Inc.	482,400		22,301
Pinnacle Entertainment, Inc. (a)	270,500		7,796
Royal Caribbean Cruises Ltd.	508,600		20,802
Six Flags, Inc. (a)(g)	425,200		4,937
Starwood Hotels & Resorts Worldwide, Inc. unit	220,700		13,421
Station Casinos, Inc.	162,400		10,856
WMS Industries, Inc. (a)	470,600		12,325
			227,916
Household Durables – 1.0%
Cyrela Brazil Realty SA	452,000		6,743
D.R. Horton, Inc.	686,860		25,634
Directed Electronics, Inc.	89,600		1,277
Interface, Inc. Class A (a)	1,796,828		16,890
KB Home	928,600		70,759
Leggett & Platt, Inc.	429,200		10,567
Ryland Group, Inc.	320,700		23,206
Sony Corp. sponsored ADR	135,500		6,626
Standard Pacific Corp.	413,800		16,097
			177,799

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

Semiannual Report 6

Common Stocks continued
	Shares	Value (Note 1)
		(000s)
CONSUMER DISCRETIONARY – continued
Internet & Catalog Retail 0.1%
eBay, Inc. (a)	512,320		$ 22,081
Leisure Equipment & Products – 0.1%
Brunswick Corp.	373,600		14,044
Media – 2.1%
Antena 3 Television SA	495,700		13,428
Citadel Broadcasting Corp.	1,072,400		13,191
Clear Channel Communications, Inc.	530,400		15,525
E.W. Scripps Co. Class A	309,000		14,937
EchoStar Communications Corp. Class A (a)	895,900		24,727
Gannett Co., Inc.	40,500		2,503
Lagardere S.C.A. (Reg.)	149,500		11,919
Lamar Advertising Co. Class A (a)	905,900		41,599
Liberty Global, Inc.:
Class A	542,607		11,612
Class C (a)	525,607		10,628
Liberty Media Corp. Class A (a)	2,231,468		18,655
Live Nation, Inc. (a)	1,159,762		20,586
McGraw Hill Companies, Inc.	244,200		12,464
News Corp. Class A	2,007,292		31,635
NTL, Inc. (a)	649,830		41,102
Omnicom Group, Inc.	177,700		14,534
Radio One, Inc. Class D (non-vtg.) (a)	488,504		5,354
Salem Communications Corp. Class A (a)	264,849		4,063
Telewest Global, Inc. (a)	620,972		14,469
The DIRECTV Group, Inc. (a)	768,200		10,624
TVN SA (a)	398,984		10,284
Walt Disney Co.	1,272,300		32,202
			376,041
Multiline Retail – 0.5%
Dollar Tree Stores, Inc. (a)	569,700		14,123
Federated Department Stores, Inc.	340,400		22,681
Fred’s, Inc. Class A	1,014,100		16,104
JCPenney Co., Inc.	330,500		18,442
Lotte Shopping Co. Ltd. GDR (a)(i)(j)	461,100		9,531
Target Corp.	197,400		10,808
			91,689
Specialty Retail – 0.9%
Aeropostale, Inc. (a)	567,750		17,163
Best Buy Co., Inc.	295,150		14,952

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

7 Semiannual Report

Investments (Unaudited) continued
Common Stocks continued
	Shares	Value (Note 1)
		(000s)
CONSUMER DISCRETIONARY – continued
Specialty Retail – continued
Big 5 Sporting Goods Corp.	396,671		$ 8,560
Circuit City Stores, Inc.	178,600		4,503
Eddie Bauer Holdings, Inc. (a)	722,000		10,830
Edgars Consolidated Stores Ltd.	224,000		1,303
Foot Locker, Inc.	569,900		12,948
Gamestop Corp. Class A (a)	45,200		1,822
Home Depot, Inc.	633,200		25,676
Linens ’N Things, Inc. (a)	225,500		6,226
OfficeMax, Inc.	223,200		6,377
Pacific Sunwear of California, Inc. (a)	704,525		17,268
Ross Stores, Inc.	283,600		8,083
Staples, Inc.	672,500		15,945
TJX Companies, Inc.	490,000		12,510
			164,166
TOTAL CONSUMER DISCRETIONARY			1,126,143
CONSUMER STAPLES 3.2%
Beverages – 0.1%
The Coca-Cola Co.	677,400		28,031
Food & Staples Retailing – 0.8%
CVS Corp.	1,112,400		30,880
Kroger Co. (a)	456,300		8,396
Safeway, Inc.	941,600		22,071
Wal-Mart de Mexico SA de CV Series V	575,900		3,346
Wal-Mart Stores, Inc.	1,750,400		80,711
			145,404
Food Products 0.7%
Archer-Daniels Midland Co.	200,300		6,309
Bunge Ltd.	228,400		13,466
Corn Products International, Inc.	926,600		25,268
General Mills, Inc.	355,700		17,291
Global Bio-Chem Technology Group Co. Ltd.	12,700,000		6,846
Groupe Danone	91,400		9,964
Kellogg Co.	228,100		9,785
Nestle SA (Reg.)	36,958		10,842
The J.M. Smucker Co.	320,460		13,940
TreeHouse Foods, Inc. (a)	415,600		8,167
			121,878

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

Semiannual Report

8

Common Stocks continued
	Shares	Value (Note 1)
		(000s)
CONSUMER STAPLES – continued
Household Products – 0.4%
Colgate-Palmolive Co.	703,600		$ 38,621
Procter & Gamble Co.	729,433		43,204
			81,825
Personal Products 0.2%
Alberto-Culver Co.	210,600		9,330
Avon Products, Inc.	790,400		22,384
Playtex Products, Inc. (a)	103,600		1,390
			33,104
Tobacco 1.0%
Altria Group, Inc.	2,545,100		184,113
TOTAL CONSUMER STAPLES			594,355
ENERGY 9.4%
Energy Equipment & Services – 6.2%
Basic Energy Services, Inc.	45,100		1,265
BJ Services Co.	2,144,454		86,829
GlobalSantaFe Corp.	369,400		22,552
Halliburton Co.	3,253,100		258,784
Nabors Industries Ltd. (a)	127,400		10,351
National Oilwell Varco, Inc. (a)	5,185,677		394,474
Noble Corp.	258,700		20,810
Pride International, Inc. (a)	5,572,843		196,777
Smith International, Inc.	1,045,400		47,043
Weatherford International Ltd. (a)	2,110,400		94,504
			1,133,389
Oil, Gas & Consumable Fuels – 3.2%
Alpha Natural Resources, Inc.	225,600		5,308
Cabot Oil & Gas Corp.	272,700		14,063
Canadian Natural Resources Ltd.	250,400		15,522
Chesapeake Energy Corp.	1,108,200		38,831
CNX Gas Corp. (a)(i)	115,000		2,767
CONSOL Energy, Inc.	108,200		7,888
Double Hull Tankers, Inc.	445,000		6,061
El Paso Corp.	766,100		10,312
EnCana Corp.	604,000		30,095
Energy Partners Ltd. (a)	307,200		8,623
Goodrich Petroleum Corp. (a)	203,100		5,807
Holly Corp.	455,766		33,544

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

9 Semiannual Report

Investments (Unaudited)  continued
Common Stocks continued
	Shares	Value (Note 1)
		(000s)
ENERGY – continued
Oil, Gas & Consumable Fuels – continued
Houston Exploration Co. (a)	243,600		$ 15,125
International Coal Group, Inc. (a)	1,146,600		11,604
KCS Energy, Inc. (a)	85,100		2,470
Mariner Energy, Inc. (a)(i)	516,300		10,455
Maritrans, Inc.	212,100		5,572
Massey Energy Co.	194,100		8,007
McMoRan Exploration Co. (a)(g)	456,200		9,270
OMI Corp.	448,600		7,877
Overseas Shipholding Group, Inc.	76,700		3,956
Penn Virginia Corp.	303,800		19,875
Petroleum Development Corp. (a)	183,500		7,865
Plains Exploration & Production Co. (a)	318,500		14,282
Quicksilver Resources, Inc. (a)	660,000		33,178
Range Resources Corp.	955,200		28,532
Southwestern Energy Co. (a)	491,000		21,182
Ultra Petroleum Corp. (a)	232,900		16,021
Valero Energy Corp.	3,140,200		196,043
			590,135
TOTAL ENERGY			1,723,524
FINANCIALS – 12.4%
Capital Markets 1.9%
Affiliated Managers Group, Inc. (a)	49,200		4,566
American Capital Strategies Ltd.	225,200		8,006
Ameriprise Financial, Inc.	135,340		5,507
E*TRADE Financial Corp. (a)	2,136,300		50,823
Goldman Sachs Group, Inc.	273,400		38,618
Investors Financial Services Corp.	65,100		3,056
Janus Capital Group, Inc.	338,800		7,078
Lazard Ltd.:
unit	199,800		6,466
Class A	399,600		14,330
Lehman Brothers Holdings, Inc.	347,600		48,820
Merrill Lynch & Co., Inc.	1,131,700		84,957
Morgan Stanley	248,700		15,283
Northern Trust Corp.	153,600		8,019
Piper Jaffray Companies (a)	487,700		21,864
State Street Corp.	291,300		17,612

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

Semiannual Report

10

Common Stocks continued
	Shares	Value (Note 1)
		(000s)
FINANCIALS – continued
Capital Markets continued
TD Ameritrade Holding Corp.	654,500		$ 13,247
UBS AG (Reg.)	902		98
			348,350
Commercial Banks – 2.5%
Banco Nossa Caixa SA	451,700		10,843
Bank of America Corp.	4,184,536		185,082
Bank of Baroda	394,021		2,263
China Construction Bank Corp. (H Shares)	46,054,000		17,817
Hanmi Financial Corp.	319,100		6,060
ICICI Bank Ltd. sponsored ADR	316,100		9,932
Mitsubishi UFJ Financial Group, Inc.	895		12,933
Nara Bancorp, Inc.	410,721		7,352
Placer Sierra Bancshares	90,200		2,403
Preferred Bank, Los Angeles California	4,900		231
SVB Financial Group (a)	342,600		16,952
UCBH Holdings, Inc.	1,505,478		26,120
Unicredito Italiano Spa	1,841,000		13,145
UnionBanCal Corp.	158,700		10,647
Wachovia Corp.	1,741,214		95,471
Wells Fargo & Co.	262,300		16,357
Wilshire Bancorp, Inc.	794,824		14,029
Wintrust Financial Corp.	236,600		12,705
			460,342
Consumer Finance – 0.4%
American Express Co.	422,400		22,155
Capital One Financial Corp.	221,400		18,443
SLM Corp.	529,900		29,653
			70,251
Diversified Financial Services – 1.6%
Citigroup, Inc.	3,315,904		154,455
Infrastructure Development Finance Co. Ltd.	1,318,026		2,091
JPMorgan Chase & Co.	3,344,300		132,936
			289,482
Insurance – 3.5%
ACE Ltd.	1,066,200		58,374
AFLAC, Inc.	279,400		13,118
AMBAC Financial Group, Inc.	271,200		20,831
American International Group, Inc.	2,880,231		188,540
Aspen Insurance Holdings Ltd.	717,800		16,639

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

11 Semiannual Report

Investments (Unaudited) continued
Common Stocks continued
	Shares	Value (Note 1)
		(000s)
FINANCIALS – continued
Insurance – continued
Axis Capital Holdings Ltd.	152,400		$ 4,557
Covanta Holding Corp. (a)	901,400		15,594
Endurance Specialty Holdings Ltd.	431,800		14,219
Fidelity National Financial, Inc.	334,100		13,187
Hartford Financial Services Group, Inc.	462,300		38,015
IPC Holdings Ltd.	210,200		5,730
MBIA, Inc.	430,400		26,495
MetLife, Inc. unit	714,000		19,635
Montpelier Re Holdings Ltd.	556,500		10,740
Navigators Group, Inc. (a)	72,300		3,230
PartnerRe Ltd.	361,200		22,315
Platinum Underwriters Holdings Ltd.	387,600		11,880
PXRE Group Ltd.	1,087,600		13,639
Scottish Re Group Ltd.	1,842,800		45,370
Specialty Underwriters’ Alliance, Inc. (a)	547,300		3,382
T&D Holdings, Inc.	79,800		5,693
The St. Paul Travelers Companies, Inc.	650,000		29,497
Universal American Financial Corp. (a)	381,500		6,283
USI Holdings Corp. (a)	754,700		10,626
Willis Group Holdings Ltd.	201,900		7,008
XL Capital Ltd. Class A	362,600		24,534
			629,131
Real Estate 0.9%
Apartment Investment & Management Co. Class A	254,500		10,821
CBL & Associates Properties, Inc.	138,000		5,840
CenterPoint Properties Trust (SBI)	210,400		10,444
Developers Diversified Realty Corp.	22,600		1,113
Digital Realty Trust, Inc.	179,900		4,658
Duke Realty Corp.	171,400		6,218
Education Realty Trust, Inc.	173,500		2,261
Education Realty Trust, Inc. (m)	195,619		2,294
Equity Lifestyle Properties, Inc.	153,200		7,047
Equity Office Properties Trust	272,400		8,668
Equity Residential (SBI)	163,400		6,930
General Growth Properties, Inc.	301,500		15,557
Highwoods Properties, Inc. (SBI)	99,200		3,129
Mitsui Fudosan Co. Ltd.	603,000		12,694
Pennsylvania (REIT) (SBI)	131,200		5,335
Reckson Associates Realty Corp.	216,600		8,649
The Mills Corp.	76,800		3,183

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

Semiannual Report

12

Common Stocks continued
	Shares	Value (Note 1)
		(000s)
FINANCIALS – continued
Real Estate continued
Trizec Properties, Inc.	473,950		$ 11,038
United Dominion Realty Trust, Inc. (SBI)	1,223,300		31,084
Vornado Realty Trust	134,600		11,891
			168,854
Thrifts & Mortgage Finance – 1.6%
BankUnited Financial Corp. Class A	302,500		8,500
Countrywide Financial Corp.	522,751		17,481
Doral Financial Corp.	1,167,800		12,694
Fannie Mae	1,048,600		60,756
Fidelity Bankshares, Inc.	60,820		2,072
First Niagara Financial Group, Inc.	181,700		2,507
Freddie Mac	1,254,700		85,144
Golden West Financial Corp., Delaware	117,000		8,263
Hudson City Bancorp, Inc.	984,200		12,224
KNBT Bancorp, Inc.	192,200		3,075
MGIC Investment Corp.	115,600		7,631
NetBank, Inc.	1,869,679		14,041
NewAlliance Bancshares, Inc.	731,576		10,652
R&G Financial Corp. Class B	424,600		5,516
Sovereign Bancorp, Inc.	1,293,700		28,203
W Holding Co., Inc.	1,984,164		17,084
			295,843
TOTAL FINANCIALS			2,262,253
HEALTH CARE – 7.3%
Biotechnology – 1.0%
Biogen Idec, Inc. (a)	334,600		14,973
BioMarin Pharmaceutical, Inc. (a)	979,100		11,485
Cephalon, Inc. (a)	514,700		36,487
Charles River Laboratories International, Inc. (a)	456,600		21,063
CSL Ltd.	557,453		18,387
DOV Pharmaceutical, Inc. warrants 6/2/09 (a)	34		0
Genentech, Inc. (a)	157,486		13,531
Invitrogen Corp. (a)	206,500		14,224
Medarex, Inc. (a)	793,600		11,095
MedImmune, Inc. (a)	207,800		7,090
OSI Pharmaceuticals, Inc. (a)	562,100		15,829

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

13 Semiannual Report

Investments (Unaudited)  continued
Common Stocks continued
	Shares	Value (Note 1)
		(000s)
HEALTH CARE – continued
Biotechnology – continued
Seracare Life Sciences, Inc. (a)	169,000		$ 1,477
Serologicals Corp. (a)	571,900		12,788
			178,429
Health Care Equipment & Supplies – 2.0%
Aspect Medical Systems, Inc. (a)	259,800		9,397
Bausch & Lomb, Inc.	180,000		12,159
Baxter International, Inc.	1,339,400		49,357
Becton, Dickinson & Co.	336,200		21,786
Boston Scientific Corp. (a)	474,300		10,373
C.R. Bard, Inc.	408,900		25,932
CONMED Corp. (a)	301,600		7,130
Cooper Companies, Inc.	569,100		31,545
Cytyc Corp. (a)	241,600		7,272
Dade Behring Holdings, Inc.	1,058,166		41,406
Fisher & Paykel Healthcare Corp.	885,094		2,242
Fisher Scientific International, Inc. (a)	270,568		18,093
Guidant Corp.	138,100		10,164
INAMED Corp. (a)	139,900		12,886
Inverness Medical Innovations, Inc. (a)	268,900		7,220
Inverness Medical Innovations, Inc. (a)(m)	68,500		1,839
Kinetic Concepts, Inc. (a)	214,300		7,756
Medtronic, Inc.	255,000		14,400
St. Jude Medical, Inc. (a)	103,000		5,060
Synthes, Inc.	52,477		6,285
Thermo Electron Corp. (a)	709,280		23,860
Varian, Inc. (a)	395,100		15,160
Waters Corp. (a)	812,400		34,080
			375,402
Health Care Providers & Services – 2.4%
Aetna, Inc.	215,500		20,860
American Retirement Corp. (a)	487,300		13,269
Cardinal Health, Inc.	607,800		43,786
Caremark Rx, Inc. (a)	291,500		14,371
Emdeon Corp. (a)	1,793,500		16,751
Hanger Orthopedic Group, Inc. (a)(h)	1,328,500		9,007
Health Net, Inc. (a)	706,900		34,900
Humana, Inc. (a)	420,000		23,423
IMS Health, Inc.	111,500		2,743
LifePoint Hospitals, Inc. (a)	90,100		2,780

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

Semiannual Report

14

Common Stocks continued
	Shares	Value (Note 1)
		(000s)
HEALTH CARE – continued
Health Care Providers & Services – continued
Medco Health Solutions, Inc. (a)	366,200		$ 19,811
Omnicare, Inc.	278,600		13,846
Psychiatric Solutions, Inc. (a)	217,800		7,185
Quest Diagnostics, Inc.	125,600		6,208
Sierra Health Services, Inc. (a)	209,200		8,289
Sunrise Senior Living, Inc. (a)	615,000		22,355
UnitedHealth Group, Inc.	2,614,450		155,351
WellPoint, Inc. (a)	436,300		33,508
			448,443
Pharmaceuticals – 1.9%
Allergan, Inc.	9,000		1,048
Atherogenics, Inc. (a)	842,900		14,961
Barr Pharmaceuticals, Inc. (a)	347,800		22,809
Cipla Ltd.	512,158		5,157
Johnson & Johnson	1,584,400		91,166
MGI Pharma, Inc. (a)	496,700		8,280
New River Pharmaceuticals, Inc. (a)	167,702		5,586
Novartis AG sponsored ADR	853,300		47,068
Pfizer, Inc.	1,190,900		30,582
Schering-Plough Corp.	603,600		11,559
Teva Pharmaceutical Industries Ltd. sponsored ADR	953,500		40,648
Wyeth	1,318,500		60,981
			339,845
TOTAL HEALTH CARE			1,342,119
INDUSTRIALS – 8.0%
Aerospace & Defense – 1.3%
EADS NV	532,500		20,870
General Dynamics Corp.	189,700		22,073
Hexcel Corp. (a)	693,000		14,463
Honeywell International, Inc.	1,161,600		44,629
L 3 Communications Holdings, Inc.	162,500		13,166
Lockheed Martin Corp.	242,900		16,432
Meggitt PLC	1,547,137		9,977
Precision Castparts Corp.	567,000		28,322
Raytheon Co.	496,000		20,321

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

15 Semiannual Report

Investments (Unaudited) continued
Common Stocks continued
	Shares	Value (Note 1)
		(000s)
INDUSTRIALS – continued
Aerospace & Defense – continued
Rockwell Collins, Inc.	321,000		$ 15,061
United Technologies Corp.	603,700		35,238
			240,552
Air Freight & Logistics – 0.3%
EGL, Inc. (a)	513,700		21,015
FedEx Corp.	125,700		12,715
Forward Air Corp.	22,200		866
UTI Worldwide, Inc.	139,109		14,569
			49,165
Airlines – 0.5%
ACE Aviation Holdings, Inc. Class A (a)	495,100		15,475
AirTran Holdings, Inc. (a)	3,376,500		57,198
Frontier Airlines, Inc. (a)(g)(h)	3,520,108		23,655
			96,328
Building Products 0.1%
Masco Corp.	710,700		21,072
Commercial Services & Supplies – 0.4%
Banta Corp.	90,300		4,616
Cendant Corp.	1,421,700		23,799
Cintas Corp.	176,100		7,502
Corrections Corp. of America (a)	114,700		4,869
DiamondCluster International, Inc. (a)	694,939		6,609
HNI Corp.	48,900		2,822
Kforce, Inc. (a)	473,655		6,158
PICO Holdings, Inc. (a)	63,112		2,232
The Brink’s Co.	360,500		19,179
			77,786
Construction & Engineering – 1.6%
Chicago Bridge & Iron Co. NV (NY Shares)	609,200		18,794
Fluor Corp.	1,188,300		104,511
Foster Wheeler Ltd. (a)	273,100		13,450
Granite Construction, Inc.	233,300		9,444
Hyundai Engineering & Construction Co. Ltd. (a)	181,450		8,885
Infrasource Services, Inc. (a)	405,100		6,494
Larsen & Toubro Ltd.	421,480		20,842
McDermott International, Inc. (a)	207,200		10,774
Perini Corp. (a)	923,200		25,416
Punj Lloyd Ltd.	96,345		2,476

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

Semiannual Report

16

Common Stocks continued
	Shares	Value (Note 1)
		(000s)
INDUSTRIALS – continued
Construction & Engineering – continued
Shaw Group, Inc. (a)	1,091,400		$ 38,876
URS Corp. (a)	688,300		29,445
Washington Group International, Inc.	78,500		4,659
			294,066
Electrical Equipment – 0.0%
Cooper Industries Ltd. Class A	92,500		7,553
Rockwell Automation, Inc.	26,800		1,771
			9,324
Industrial Conglomerates – 2.0%
3M Co.	344,400		25,055
General Electric Co.	7,742,710		253,574
Smiths Group PLC	999,200		17,633
Tyco International Ltd.	2,490,800		64,885
			361,147
Machinery – 0.5%
Atlas Copco AB (B Shares)	679,100		14,399
Briggs & Stratton Corp.	465,300		16,188
Danaher Corp.	243,600		13,798
Deere & Co.	269,100		19,311
SPX Corp.	428,800		20,458
Timken Co.	314,300		11,368
Watts Water Technologies, Inc. Class A	15,100		509
			96,031
Marine – 0.1%
Alexander & Baldwin, Inc.	352,595		18,536
Road & Rail 0.7%
Burlington Northern Santa Fe Corp.	455,000		36,455
Canadian National Railway Co.	9,000		814
Laidlaw International, Inc.	1,491,400		40,566
Norfolk Southern Corp.	858,900		42,808
			120,643
Trading Companies & Distributors – 0.5%
H&E Equipment Services, Inc.	60,200		1,391
UAP Holding Corp.	585,900		12,398

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

17 Semiannual Report

Investments (Unaudited)  continued
Common Stocks continued
	Shares	Value (Note 1)
		(000s)
INDUSTRIALS – continued
Trading Companies & Distributors – continued
United Rentals, Inc. (a)	198,500		$ 5,818
WESCO International, Inc. (a)	1,343,400		64,389
			83,996
TOTAL INDUSTRIALS			1,468,646
INFORMATION TECHNOLOGY – 11.5%
Communications Equipment – 1.0%
Andrew Corp. (a)	665,700		8,634
Avocent Corp. (a)	231,300		7,695
Dycom Industries, Inc. (a)	1,533,100		37,806
Harris Corp.	399,500		18,549
Juniper Networks, Inc. (a)	455,600		8,260
Lucent Technologies, Inc. (a)	632,300		1,669
MasTec, Inc. (a)	1,803,490		21,732
Motorola, Inc.	1,295,100		29,412
Nortel Networks Corp. (a)	632,300		1,897
QUALCOMM, Inc.	395,500		18,968
Sycamore Networks, Inc. (a)	4,735,600		23,441
			178,063
Computers & Peripherals – 1.4%
Dell, Inc. (a)	373,100		10,936
EMC Corp. (a)	1,349,500		18,083
Hewlett-Packard Co.	663,600		20,691
Intermec, Inc. (a)	89,100		3,107
Maxtor Corp. (a)	7,228,900		66,506
McDATA Corp. Class A (a)	1,240,100		5,295
NCR Corp. (a)	420,900		15,636
SanDisk Corp. (a)	180,600		12,165
Seagate Technology	2,465,900		64,311
Sun Microsystems, Inc. (a)	3,290,600		14,808
Western Digital Corp. (a)	1,313,800		28,720
			260,258
Electronic Equipment & Instruments – 2.4%
Agilent Technologies, Inc. (a)	1,202,600		40,780
Amphenol Corp. Class A	958,800		48,736
Arrow Electronics, Inc. (a)	455,125		15,638
Avnet, Inc. (a)	624,100		15,259
Bell Microproducts, Inc. (a)	788,938		5,018

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

Semiannual Report

18

Common Stocks continued
	Shares	Value (Note 1)
		(000s)
INFORMATION TECHNOLOGY – continued
Electronic Equipment & Instruments – continued
Benchmark Electronics, Inc. (a)	411,300		$ 15,025
Celestica, Inc. (sub. vtg.) (a)	2,487,300		24,590
Flextronics International Ltd. (a)	6,307,200		65,973
Hon Hai Precision Industry Co. Ltd. (Foxconn) unit	1,918,313		26,856
Ibiden Co. Ltd.	135,400		7,593
Ingram Micro, Inc. Class A (a)	1,356,100		26,241
KEMET Corp. (a)	436,900		4,011
Littelfuse, Inc. (a)	206,400		6,099
Mettler-Toledo International, Inc. (a)	247,700		14,339
Molex, Inc.	368,600		11,150
Solectron Corp. (a)	11,917,300		45,524
Symbol Technologies, Inc.	2,860,997		35,333
Tektronix, Inc.	484,200		14,284
Vishay Intertechnology, Inc. (a)	897,800		14,212
			436,661
Internet Software & Services – 0.6%
Google, Inc. Class A (sub. vtg.) (a)	186,900		80,974
Homestore, Inc. (a)	193,050		1,166
Openwave Systems, Inc. (a)	158,024		3,407
Yahoo!, Inc. (a)	930,000		31,936
			117,483
IT Services – 0.4%
Alliance Data Systems Corp. (a)	312,500		13,203
Ceridian Corp. (a)	1,012,300		24,984
First Data Corp.	629,400		28,386
Wright Express Corp.	247,900		6,307
			72,880
Office Electronics – 0.2%
Xerox Corp. (a)	2,329,500		33,335
Semiconductors & Semiconductor Equipment – 4.0%
Advanced Energy Industries, Inc. (a)	467,200		7,330
Agere Systems, Inc. (a)	3,457,752		42,911
AMIS Holdings, Inc. (a)	201,500		2,086
Amkor Technology, Inc. (a)	2,331,400		13,126
Analog Devices, Inc.	219,800		8,741
Applied Materials, Inc.	135,300		2,577
Applied Micro Circuits Corp. (a)	1,535,200		5,051
Asat Holdings Ltd. sponsored ADR (a)	1,517,000		1,851
ASM International NV (Nasdaq) (a)	676,400		12,175

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

19 Semiannual Report

Investments (Unaudited) continued
Common Stocks continued
	Shares	Value (Note 1)
		(000s)
INFORMATION TECHNOLOGY – continued
Semiconductors & Semiconductor Equipment – continued
ASML Holding NV (NY Shares) (a)	1,337,800		$ 30,221
ATI Technologies, Inc. (a)	744,800		13,209
ATMI, Inc. (a)	1,809,859		60,811
Axcelis Technologies, Inc. (a)	3,448,200		21,793
Cascade Microtech, Inc. (a)	220,265		3,117
Credence Systems Corp. (a)	1,593,820		13,946
Cymer, Inc. (a)	600,800		27,120
Cypress Semiconductor Corp. (a)	723,100		12,242
DSP Group, Inc. (a)	448,000		13,149
Entegris, Inc. (a)	315,900		3,317
Fairchild Semiconductor International, Inc. (a)	2,199,500		43,880
FormFactor, Inc. (a)	536,400		15,995
Freescale Semiconductor, Inc.:
Class A (a)	1,988,800		50,038
Class B (a)	4,577,789		115,589
Integrated Device Technology, Inc. (a)	340,500		4,730
Linear Technology Corp.	163,900		6,099
LTX Corp. (a)(h)	3,419,121		18,566
Maxim Integrated Products, Inc.	61,600		2,528
Microchip Technology, Inc.	288,300		10,814
Micron Technology, Inc. (a)	270,900		3,977
National Semiconductor Corp.	2,026,600		57,170
ON Semiconductor Corp. (a)	945,701		7,102
PMC-Sierra, Inc. (a)	928,900		8,787
Rudolph Technologies, Inc. (a)	293,600		4,489
Samsung Electronics Co. Ltd.	63,313		48,810
Silicon Laboratories, Inc. (a)	471,000		23,187
Teradyne, Inc. (a)	984,100		17,143
			733,677
Software 1.5%
Activision, Inc. (a)	594,467		8,525
Amdocs Ltd. (a)	293,300		9,444
BEA Systems, Inc. (a)	2,504,449		25,971
Citrix Systems, Inc. (a)	97,264		3,000
Cognos, Inc. (a)	639,800		24,773
FileNET Corp. (a)	263,400		7,391
Hyperion Solutions Corp. (a)	498,911		17,168
JDA Software Group, Inc. (a)	527,200		8,082
Macrovision Corp. (a)	784,564		14,585
McAfee, Inc. (a)	654,500		15,178

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

Semiannual Report

20

Common Stocks continued
	Shares	Value (Note 1)
		(000s)
INFORMATION TECHNOLOGY – continued
Software – continued
Microsoft Corp.	3,339,800		$ 94,015
Nintendo Co. Ltd.	67,700		9,284
Oracle Corp. (a)	406,500		5,110
Symantec Corp. (a)	955,265		17,558
Take-Two Interactive Software, Inc. (a)	741,950		11,767
			271,851
TOTAL INFORMATION TECHNOLOGY			2,104,208
MATERIALS 4.9%
Chemicals – 1.9%
Air Products & Chemicals, Inc.	287,900		17,761
Airgas, Inc.	752,300		29,174
Albemarle Corp.	571,600		25,019
Ashland, Inc.	778,600		51,325
Celanese Corp. Class A	1,160,000		23,745
Chemtura Corp.	3,085,857		38,789
Cytec Industries, Inc.	207,800		10,307
Georgia Gulf Corp.	438,200		14,986
Israel Chemicals Ltd.	406,500		1,616
Monsanto Co.	456,900		38,658
Mosaic Co. (a)	2,235,100		34,555
Praxair, Inc.	334,200		17,606
Rhodia SA (a)	8,068,243		21,670
Spartech Corp.	612,900		14,728
			339,939
Construction Materials 0.4%
Florida Rock Industries, Inc.	11,350		614
Martin Marietta Materials, Inc.	281,500		23,866
Rinker Group Ltd.	1,110,100		14,124
Texas Industries, Inc.	342,700		18,441
Vulcan Materials Co.	125,900		9,050
			66,095
Containers & Packaging – 0.6%
Ball Corp.	103,934		4,209
Crown Holdings, Inc. (a)	225,700		4,223
Owens Illinois, Inc. (a)	2,230,100		49,040
Packaging Corp. of America	234,100		5,431

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

21 Semiannual Report

Investments (Unaudited) continued
Common Stocks continued
	Shares	Value (Note 1)
		(000s)
MATERIALS – continued
Containers & Packaging – continued
Pactiv Corp. (a)	1,727,040		$ 38,409
Smurfit-Stone Container Corp. (a)	1,239,400		15,852
			117,164
Metals & Mining – 1.9%
Agnico-Eagle Mines Ltd.	611,916		15,000
Alcoa, Inc.	2,070,500		65,221
Allegheny Technologies, Inc.	383,900		19,905
Boliden AB (a)	586,500		8,342
Chaparral Steel Co. (a)	205,100		8,419
Companhia Vale do Rio Doce sponsored ADR	192,300		9,859
Compass Minerals International, Inc.	408,800		10,065
Falconbridge Ltd.	897,055		30,315
Goldcorp, Inc.	1,220,450		33,379
IPSCO, Inc.	76,800		7,131
Meridian Gold, Inc. (a)	1,609,500		43,454
Newmont Mining Corp.	67,600		4,178
Oregon Steel Mills, Inc. (a)	427,500		17,600
RTI International Metals, Inc. (a)	223,300		10,104
Stillwater Mining Co. (a)	1,192,600		17,293
Teck Cominco Ltd. Class B (sub. vtg.)	368,900		23,797
Titanium Metals Corp. (a)	225,300		17,053
Usinas Siderurgicas de Minas Gerais SA (Usiminas) (PN-A)	322,300		10,475
			351,590
Paper & Forest Products 0.1%
Votorantim Celulose e Papel SA sponsored ADR (non-vtg.)	654,000		8,155
Weyerhaeuser Co.	252,100		17,586
			25,741
TOTAL MATERIALS			900,529
TELECOMMUNICATION SERVICES – 2.9%
Diversified Telecommunication Services – 1.6%
Alaska Communication Systems Group, Inc.	36,100		357
AT&T, Inc.	5,007,725		129,950
BellSouth Corp.	441,100		12,690
Covad Communications Group, Inc. (a)(h)	15,021,900		17,726
Verizon Communications, Inc.	4,071,500		128,904
			289,627

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

Semiannual Report

22

Common Stocks continued
	Shares	Value (Note 1)
		(000s)
TELECOMMUNICATION SERVICES – continued
Wireless Telecommunication Services – 1.3%
American Tower Corp. Class A (a)	3,782,091		$ 117,018
Bharti Televentures Ltd. (a)	293,547		2,507
Crown Castle International Corp. (a)	1,055,500		33,385
Leap Wireless International, Inc. (a)	22,600		836
Nextel Partners, Inc. Class A (a)	339,100		9,491
NII Holdings, Inc. (a)	519,400		25,690
Sprint Nextel Corp.	1,997,739		45,728
			234,655
TOTAL TELECOMMUNICATION SERVICES			524,282
UTILITIES – 2.1%
Electric Utilities – 0.5%
E.ON AG	110,800		12,408
Edison International	134,000		5,872
Entergy Corp.	197,000		13,693
Exelon Corp.	743,800		42,709
ITC Holdings Corp.	113,900		3,098
PPL Corp.	428,200		12,902
			90,682
Independent Power Producers & Energy Traders – 1.1%
AES Corp. (a)	5,091,017		86,751
Dynegy, Inc. Class A (a)	22,200		122
NRG Energy, Inc. (a)	371,000		17,908
TXU Corp.	1,894,200		95,922
			200,703
Multi-Utilities – 0.5%
CMS Energy Corp. (a)	1,598,300		23,127
Dominion Resources, Inc.	393,100		29,691
PG&E Corp.	572,100		21,345
Public Service Enterprise Group, Inc.	205,700		14,321
			88,484
TOTAL UTILITIES			379,869
TOTAL COMMON STOCKS
(Cost $9,302,518)		12,425,928

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

23 Semiannual Report

Investments (Unaudited)  continued
Convertible Preferred Stocks  0.1%
	Shares	Value (Note 1)
		(000s)
FINANCIALS – 0.1%
Insurance – 0.1%
Platinum Underwriters Holdings Ltd. Series A, 6.00%	85,300		$ 2,626
XL Capital Ltd. 6.50%	587,900		13,016
			15,642
UTILITIES – 0.0%
Electric Utilities – 0.0%
Entergy Corp. 7.625%	151,700		7,529
Independent Power Producers & Energy Traders – 0.0%
NRG Energy, Inc. Series A, 5.75% (j)	17,600		4,387
TOTAL UTILITIES			11,916
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $28,100)			27,558
Corporate Bonds 6.3%
	Principal
	Amount (000s)
Convertible Bonds 0.3%
ENERGY 0.1%
Oil, Gas & Consumable Fuels – 0.1%
McMoRan Exploration Co.:
5.25% 10/6/11 (i)	$ 1,980		2,507
6% 7/2/08	12,950		19,244
			21,751
HEALTH CARE – 0.1%
Biotechnology – 0.1%
BioMarin Pharmaceutical, Inc. 3.5% 6/15/08 (i)	1,000		983
Cephalon, Inc. 0% 6/15/33 (i)	5,000		6,500
			7,483
INDUSTRIALS – 0.0%
Airlines – 0.0%
Delta Air Lines, Inc. 2.875% 2/18/24 (d)(i)	5,000		1,100
Mesa Air Group, Inc. 2.115% 2/10/24 (f)(i)	1,700		977
			2,077

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

Semiannual Report

24

Corporate Bonds continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Convertible Bonds continued
INFORMATION TECHNOLOGY – 0.1%
Communications Equipment – 0.1%
Finisar Corp. 5.25% 10/15/08	$ 6,703		$ 6,234
MATERIALS 0.0%
Metals & Mining – 0.0%
Apex Silver Mines Ltd. 2.875% 3/15/24 (i)	2,000		1,514
TELECOMMUNICATION SERVICES – 0.0%
Diversified Telecommunication Services – 0.0%
Covad Communications Group, Inc. 3% 3/15/24 (i)	5,000		2,876
Level 3 Communications, Inc. 5.25% 12/15/11 (i)	1,980		2,015
			4,891
TOTAL CONVERTIBLE BONDS			43,950
Nonconvertible Bonds – 6.0%
CONSUMER DISCRETIONARY – 0.6%
Auto Components 0.0%
Delco Remy International, Inc. 9.375% 4/15/12	545		196
Johnson Controls, Inc. 5.25% 1/15/11	3,140		3,130
Tenneco, Inc. 8.625% 11/15/14	435		433
			3,759
Automobiles – 0.1%
Ford Motor Co. 7.45% 7/16/31	10,000		7,375
General Motors Corp.:
7.2% 1/15/11	7,000		5,635
8.375% 7/15/33	215		159
			13,169
Diversified Consumer Services – 0.0%
Carriage Services, Inc. 7.875% 1/15/15	430		436
Service Corp. International (SCI) 7% 6/15/17 (i)	450		455
			891
Hotels, Restaurants & Leisure 0.1%
Carrols Corp. 9% 1/15/13	730		715
Gaylord Entertainment Co. 8% 11/15/13	460		479
Host Marriott LP 7.125% 11/1/13	1,000		1,034
Landry’s Seafood Restaurants, Inc. 7.5% 12/15/14	1,070		1,011
Mandalay Resort Group 6.5% 7/31/09	910		918

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

25 Semiannual Report

Investments (Unaudited) continued
Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
CONSUMER DISCRETIONARY – continued
Hotels, Restaurants & Leisure continued
MGM MIRAGE 5.875% 2/27/14	$ 1,430		$ 1,375
Penn National Gaming, Inc. 6.875% 12/1/11	1,400		1,411
Six Flags, Inc. 9.625% 6/1/14	1,035		1,053
Station Casinos, Inc. 6% 4/1/12	900		900
Uno Restaurant Corp. 10% 2/15/11 (i)	610		514
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.
6.625% 12/1/14	1,480		1,443
			10,853
Household Durables – 0.0%
Fortune Brands, Inc. 5.125% 1/15/11	7,965		7,918
WCI Communities, Inc. 7.875% 10/1/13	550		531
			8,449
Media – 0.4%
AOL Time Warner, Inc.:
6.875% 5/1/12	3,840		4,078
7.625% 4/15/31	4,975		5,527
BSKYB Finance UK PLC 6.5% 10/15/35 (i)	8,000		7,889
Cablevision Systems Corp.:
8% 4/15/12	420		398
8.7163% 4/1/09 (k)	1,420		1,447
CCH I Holdings LLC/CCH I Capital Corp. 0%
5/15/14 (e)(i)	1,090		556
CCH I LLC / CCH I Capital Corp. 11% 10/1/15 (i)	346		285
Charter Communications Operating LLC/Charter
Communications Operating Capital Corp. 8%
4/30/12 (i)	1,160		1,163
Comcast Corp. 5.65% 6/15/35	7,500		6,771
Cox Communications, Inc. 4.625% 6/1/13	11,200		10,372
CSC Holdings, Inc.:
7.625% 4/1/11	1,280		1,280
7.625% 7/15/18	235		223
Dex Media West LLC/Dex Media West Finance Co.
9.875% 8/15/13	577		637
Dex Media, Inc. 8% 11/15/13	355		366
EchoStar DBS Corp. 7.125% 2/1/16 (i)(j)	410		404
Houghton Mifflin Co. 9.875% 2/1/13	1,750		1,886
Kabel Deutschland GmbH 10.625% 7/1/14 (i)	490		516

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

Semiannual Report

26

Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
CONSUMER DISCRETIONARY – continued
Media – continued
Liberty Media Corp.:
5.7% 5/15/13	$ 2,050		$ 1,912
8.25% 2/1/30	6,315		6,259
News America Holdings, Inc. 7.75% 12/1/45	5,780		6,508
News America, Inc. 6.2% 12/15/34	1,720		1,679
Nexstar Broadcasting, Inc. 7% 1/15/14	1,110		1,021
Rogers Cable, Inc. 6.75% 3/15/15	1,200		1,220
Videotron Ltee 6.875% 1/15/14	1,100		1,122
			63,519
Multiline Retail – 0.0%
Dillard’s, Inc. 6.69% 8/1/07	1,730		1,741
Specialty Retail – 0.0%
Asbury Automotive Group, Inc.:
8% 3/15/14	1,120		1,089
9% 6/15/12	1,000		1,010
Sonic Automotive, Inc. 8.625% 8/15/13	1,705		1,679
			3,778
Textiles, Apparel & Luxury Goods – 0.0%
Levi Strauss & Co. 9.28% 4/1/12 (k)	250		256
TOTAL CONSUMER DISCRETIONARY			106,415
CONSUMER STAPLES 0.1%
Beverages – 0.0%
FBG Finance Ltd. 5.125% 6/15/15 (i)	4,760		4,580
Food & Staples Retailing – 0.0%
Ahold Finance USA, Inc.:
6.875% 5/1/29	530		502
8.25% 7/15/10	825		891
Couche Tard U.S. LP /Couche Tard Financing Corp.
7.5% 12/15/13	920		955
Jean Coutu Group, Inc.:
7.625% 8/1/12	300		299
8.5% 8/1/14	475		452
			3,099
Food Products 0.1%
Dole Food Co., Inc. 7.25% 6/15/10	730		708

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

27 Semiannual Report

Investments (Unaudited) continued
Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
CONSUMER STAPLES – continued
Food Products – continued
H.J. Heinz Co. 6.428% 12/1/08 (i)(k)	$ 5,410		$ 5,568
Kraft Foods, Inc. 5.25% 6/1/07	1,720		1,722
National Beef Packing Co. LLC/National Beef Finance
Corp. 10.5% 8/1/11	1,660		1,693
Smithfield Foods, Inc. 7% 8/1/11	1,130		1,150
			10,841
Tobacco 0.0%
Altria Group, Inc. 7% 11/4/13	9,585		10,417
TOTAL CONSUMER STAPLES			28,937
ENERGY 0.6%
Energy Equipment & Services – 0.1%
Diamond Offshore Drilling, Inc. 4.875% 7/1/15	3,290		3,185
Hanover Compressor Co. 9% 6/1/14	570		623
Hornbeck Offshore Services, Inc. 6.125% 12/1/14	415		412
Petronas Capital Ltd. 7% 5/22/12 (i)	11,260		12,321
Pride International, Inc. 7.375% 7/15/14	480		516
Seabulk International, Inc. 9.5% 8/15/13	700		781
			17,838
Oil, Gas & Consumable Fuels – 0.5%
Canadian Oil Sands Ltd. 4.8% 8/10/09 (i)	4,715		4,631
Chesapeake Energy Corp. 7.5% 6/15/14	430		456
Duke Capital LLC:
6.25% 2/15/13	5,000		5,199
6.75% 2/15/32	3,530		3,784
El Paso Corp.:
6.5% 5/15/06 (i)	1,175		1,175
7.5% 8/15/06 (i)	1,935		1,951
7.75% 6/15/10 (i)	325		337
7.875% 6/15/12	1,485		1,576
El Paso Energy Corp.:
6.95% 12/15/07	450		457
7.375% 12/15/12	630		654
El Paso Production Holding Co. 7.75% 6/1/13	1,440		1,534
EnCana Holdings Finance Corp. 5.8% 5/1/14	7,070		7,299
Enterprise Products Operating LP 5.75% 3/1/35	5,560		5,113
Foundation Pennsylvania Coal Co. 7.25% 8/1/14	530		554

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

Semiannual Report

28

Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
ENERGY – continued
Oil, Gas & Consumable Fuels – continued
Kinder Morgan Energy Partners LP 5.8% 3/15/35	$ 2,400		$ 2,274
Kinder Morgan Finance Co. ULC 5.35% 1/5/11 (i)	9,800		9,777
Massey Energy Co. 6.875% 12/15/13 (i)	740		749
National Gas Co. of Trinidad & Tobago Ltd. 6.05%
1/15/36 (i)	2,855		2,810
Nexen, Inc. 5.875% 3/10/35	3,865		3,764
Pemex Project Funding Master Trust:
5.75% 12/15/15 (i)	2,810		2,778
6.125% 8/15/08	4,000		4,074
6.625% 6/15/35 (i)	1,500		1,502
6.625% 12/15/35 (i)	5,000		4,982
7.375% 12/15/14	3,740		4,129
Range Resources Corp. 7.375% 7/15/13	765		796
Ship Finance International Ltd. 8.5% 12/15/13	2,310		2,171
Talisman Energy, Inc. 5.85% 2/1/37	4,435		4,363
Teekay Shipping Corp. 8.875% 7/15/11	1,110		1,246
Williams Companies, Inc.:
7.125% 9/1/11	4,055		4,227
7.5% 1/15/31	2,010		2,131
			86,493
TOTAL ENERGY			104,331
FINANCIALS – 2.3%
Capital Markets 0.3%
Ameriprise Financial, Inc. 5.35% 11/15/10	3,175		3,190
Bank of New York Co., Inc.:
3.4% 3/15/13 (k)	2,000		1,932
4.25% 9/4/12 (k)	2,490		2,462
Bear Stearns Companies, Inc. 5.3% 10/30/15	4,990		4,942
Goldman Sachs Group, Inc.:
4.75% 7/15/13	5,100		4,896
5.125% 1/15/15	12,870		12,587
Legg Mason, Inc. 6.75% 7/2/08	2,405		2,495
Morgan Stanley:
4% 1/15/10	2,800		2,680

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

29 Semiannual Report

Investments (Unaudited)  continued
Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
FINANCIALS – continued
Capital Markets continued
Morgan Stanley: – continued
5.05% 1/21/11	$ 9,260		$ 9,198
Nuveen Investments, Inc. 5.5% 9/15/15	5,270		5,162
			49,544
Commercial Banks – 0.4%
Bank of America Corp. 4.5% 8/1/10	13,000		12,734
Bank One Corp.:
5.25% 1/30/13	7,610		7,575
6% 8/1/08	2,615		2,674
BB&T Capital Trust I 5.85% 8/18/35	5,545		5,464
Korea Development Bank:
3.875% 3/2/09	8,325		8,046
5.75% 9/10/13	4,415		4,541
Rabobank Capital Funding Trust II 5.26%
12/31/49 (i)(k)	1,000		982
Union Planters Corp. 7.75% 3/1/11	7,500		8,400
Wachovia Bank NA 4.875% 2/1/15	10,000		9,650
Wells Fargo & Co. 4.2% 1/15/10	10,165		9,874
			69,940
Consumer Finance – 0.5%
Ford Motor Credit Co.:
7% 10/1/13	5,000		4,529
7.25% 10/25/11	1,140		1,046
7.375% 10/28/09	8,475		7,929
General Electric Capital Corp.:
4.875% 10/21/10	35,000		34,756
6% 6/15/12	9,000		9,424
General Motors Acceptance Corp.:
6.125% 1/22/08	1,000		961
6.75% 12/1/14	1,910		1,810
6.875% 9/15/11	1,680		1,604
6.875% 8/28/12	210		199
8% 11/1/31	735		746
Household Finance Corp.:
4.125% 11/16/09	7,765		7,479
5.875% 2/1/09	3,500		3,575
7% 5/15/12	1,235		1,340

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

Semiannual Report

30

Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
FINANCIALS – continued
Consumer Finance – continued
HSBC Finance Corp. 5.5% 1/19/16	$ 9,535		$ 9,500
MBNA Corp. 7.5% 3/15/12	2,030		2,274
			87,172
Diversified Financial Services – 0.2%
Citigroup, Inc.:
4.625% 8/3/10	3,835		3,772
5% 9/15/14	12,000		11,725
5.625% 8/27/12	3,065		3,137
J.P. Morgan & Co., Inc. 6.25% 1/15/09	2,850		2,936
JPMorgan Chase & Co. 5.15% 10/1/15	9,000		8,807
JPMorgan Chase Capital XVII 5.85% 8/1/35	8,000		7,850
Mizuho Financial Group Cayman Ltd. 5.79%
4/15/14 (i)	3,350		3,431
ZFS Finance USA Trust II 6.45% 12/15/65 (i)(k)	6,000		6,063
			47,721
Insurance – 0.2%
Aegon NV 4.75% 6/1/13	5,200		5,021
Assurant, Inc. 5.625% 2/15/14	2,195		2,201
Axis Capital Holdings Ltd. 5.75% 12/1/14	3,255		3,237
Metropolitan Life Global Funding I 4.625% 8/19/10 (i)	11,400		11,179
Prudential Financial, Inc. 3.75% 5/1/08	2,365		2,301
Travelers Property Casualty Corp. 6.375% 3/15/33	1,580		1,654
UnumProvident Corp.:
6.75% 12/15/28	580		574
7.625% 3/1/11	445		480
Willis Group North America, Inc. 5.625% 7/15/15	4,205		4,197
			30,844
Real Estate 0.5%
Boston Properties, Inc. 6.25% 1/15/13	4,400		4,585
Brandywine Operating Partnership LP 5.625%
12/15/10	6,795		6,795
BRE Properties, Inc. 4.875% 5/15/10	4,135		4,064
CarrAmerica Realty Corp.:
5.25% 11/30/07	2,205		2,196
5.5% 12/15/10	5,770		5,739
Colonial Properties Trust:
4.75% 2/1/10	6,905		6,702
5.5% 10/1/15	7,875		7,626

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

31 Semiannual Report

Investments (Unaudited) continued
Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
FINANCIALS – continued
Real Estate continued
Developers Diversified Realty Corp.:
5% 5/3/10	$ 4,165		$ 4,093
5.25% 4/15/11	8,165		8,048
EOP Operating LP:
4.65% 10/1/10	4,805		4,653
4.75% 3/15/14	11,170		10,515
6.75% 2/15/12	7,730		8,196
Equity Residential 5.125% 3/15/16	4,600		4,471
iStar Financial, Inc.:
5.15% 3/1/12	2,310		2,239
5.8% 3/15/11	3,165		3,191
Regency Centers LP 5.25% 8/1/15	4,750		4,620
Senior Housing Properties Trust 7.875% 4/15/15	278		289
Simon Property Group LP:
4.6% 6/15/10	3,690		3,597
5.1% 6/15/15	5,455		5,264
Ventas Realty LP/Ventas Capital Corp. 6.5% 6/1/16 (i) .	640		637
			97,520
Thrifts & Mortgage Finance – 0.2%
Countrywide Home Loans, Inc.:
3.25% 5/21/08	1,165		1,117
4.125% 9/15/09	7,000		6,736
5.625% 5/15/07	4,700		4,727
Independence Community Bank Corp.:
3.75% 4/1/14 (k)	2,945		2,815
4.9% 9/23/10	5,550		5,430
Residential Capital Corp. 6.125% 11/21/08	7,455		7,531
Washington Mutual Bank:
5.65% 8/15/14	5,340		5,361
6.875% 6/15/11	3,300		3,543
			37,260
TOTAL FINANCIALS			420,001
HEALTH CARE – 0.0%
Health Care Providers & Services – 0.0%
AmeriPath, Inc. 10.5% 4/1/13	685		726
AMR HoldCo, Inc./ EmCare HoldCo, Inc. 10% 2/15/15	460		490

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

Semiannual Report

32

Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
HEALTH CARE – continued
Health Care Providers & Services – continued
Community Health Systems, Inc. 6.5% 12/15/12	$ 590		$ 577
DaVita, Inc.:
6.625% 3/15/13	730		737
7.25% 3/15/15	1,610		1,618
HCA, Inc. 6.375% 1/15/15	640		639
IASIS Healthcare LLC/IASIS Capital Corp. 8.75%
6/15/14	1,080		1,104
Psychiatric Solutions, Inc. 7.75% 7/15/15	470		482
Skilled Healthcare Group, Inc. 11% 1/15/14 (i)	290		303
Tenet Healthcare Corp. 9.875% 7/1/14	445		437
U.S. Oncology, Inc. 9% 8/15/12	465		500
			7,613
Pharmaceuticals – 0.0%
Elan Finance PLC/Elan Finance Corp. 7.75% 11/15/11	360		339
Mylan Laboratories, Inc.:
5.75% 8/15/10	210		212
6.375% 8/15/15	280		283
			834
TOTAL HEALTH CARE			8,447
INDUSTRIALS – 0.3%
Aerospace & Defense – 0.0%
Bombardier, Inc.:
6.3% 5/1/14 (i)	2,615		2,347
7.45% 5/1/34 (i)	3,000		2,558
			4,905
Airlines – 0.2%
American Airlines, Inc. pass thru trust certificates:
6.855% 10/15/10	665		672
6.978% 10/1/12	1,289		1,313
7.024% 4/15/11	3,700		3,771
7.377% 5/23/19	967		803
7.379% 11/23/17	458		380
7.8% 4/1/08	425		422
7.858% 4/1/13	6,000		6,380
10.32% 7/30/14 (i)	625		469

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

33 Semiannual Report

Investments (Unaudited) continued
Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
INDUSTRIALS – continued
Airlines – continued
AMR Corp.:
9.17% 1/30/12	$ 140		$ 108
10.13% 6/15/11	140		108
10.45% 11/15/11	405		312
Continental Airlines, Inc. pass thru trust certificates:
6.648% 3/15/19	3,942		3,909
6.9% 7/2/19	2,431		2,449
7.056% 3/15/11	1,795		1,836
Delta Air Lines, Inc. 9.5% 11/18/08 (d)(i)	1,137		966
Delta Air Lines, Inc. pass thru trust certificates:
7.57% 11/18/10	5,430		5,334
7.92% 5/18/12	115		95
United Airlines pass thru Certificates:
6.071% 9/1/14	2,027		1,975
6.201% 3/1/10	1,353		1,329
6.602% 9/1/13	2,173		2,139
7.032% 4/1/12	2,200		2,176
			36,946
Building Products 0.0%
Building Materials Corp. of America 7.75% 8/1/14	820		800
Nortek, Inc. 8.5% 9/1/14	510		497
			1,297
Commercial Services & Supplies – 0.0%
Corrections Corp. of America 6.75% 1/31/14	230		232
IKON Office Solutions, Inc. 7.75% 9/15/15 (i)	140		141
United Rentals North America, Inc. 7% 2/15/14	120		114
			487
Industrial Conglomerates – 0.1%
Hutchison Whampoa International 03/33 Ltd. 7.45%
11/24/33 (i)	8,000		9,169
Machinery – 0.0%
Commercial Vehicle Group, Inc. 8% 7/1/13	230		232
Invensys PLC 9.875% 3/15/11 (i)	915		929
			1,161

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

Semiannual Report

34

Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
INDUSTRIALS – continued
Marine – 0.0%
American Commercial Lines LLC/ACL Finance Corp.
9.5% 2/15/15	$ 551		$ 595
H-Lines Finance Holding Corp. 0% 4/1/13 (e)	156		129
			724
Road & Rail 0.0%
Hertz Corp.:
8.875% 1/1/14 (i)	790		816
10.5% 1/1/16 (i)	460		480
			1,296
Transportation Infrastructure 0.0%
BNSF Funding Trust I 6.613% 12/15/55 (k)	3,170		3,270
TOTAL INDUSTRIALS			59,255
INFORMATION TECHNOLOGY – 0.1%
Communications Equipment – 0.0%
L-3 Communications Corp.:
6.125% 1/15/14	450		444
6.375% 10/15/15	580		577
Lucent Technologies, Inc. 6.45% 3/15/29	550		462
			1,483
Electronic Equipment & Instruments – 0.0%
Celestica, Inc. 7.875% 7/1/11	1,040		1,050
Sanmina SCI Corp.:
8.125% 3/1/16 (j)	420		423
10.375% 1/15/10	930		1,016
			2,489
IT Services – 0.0%
SunGard Data Systems, Inc.:
8.5248% 8/15/13 (i)(k)	430		447
9.125% 8/15/13 (i)	800		836
			1,283
Office Electronics – 0.0%
Xerox Capital Trust I 8% 2/1/27	1,450		1,494

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

35 Semiannual Report

Investments (Unaudited) continued
Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
INFORMATION TECHNOLOGY – continued
Office Electronics – continued
Xerox Corp.:
7.125% 6/15/10	$ 780		$ 811
7.625% 6/15/13	675		717
			3,022
Semiconductors & Semiconductor Equipment – 0.1%
Amkor Technology, Inc.:
7.125% 3/15/11	210		186
7.75% 5/15/13	485		427
9.25% 2/15/08	120		118
Freescale Semiconductor, Inc.:
6.875% 7/15/11	1,060		1,108
7.35% 7/15/09 (k)	910		930
MagnaChip Semiconductor SA/MagnaChip
Semiconductor Finance Co.:
6.875% 12/15/11	285		279
7.7413% 12/15/11 (k)	115		116
8% 12/15/14	425		410
			3,574
TOTAL INFORMATION TECHNOLOGY			11,851
MATERIALS 0.2%
Chemicals – 0.0%
America Rock Salt Co. LLC 9.5% 3/15/14	560		566
BCP Crystal U.S. Holdings Corp. 9.625% 6/15/14	925		1,031
Berry Plastics Corp. 10.75% 7/15/12	1,285		1,388
Crystal US Holding 3 LLC/Crystal US Sub 3 Corp. Series
B, 0% 10/1/14 (e)	175		129
Equistar Chemicals LP/Equistar Funding Corp. 10.625%
5/1/11	1,500		1,643
Huntsman International LLC 9.875% 3/1/09	1,020		1,072
Lyondell Chemical Co. 9.5% 12/15/08	1,077		1,125
			6,954
Construction Materials  0.0%
RMCC Acquisition Co. 9.5% 11/1/12 (i)	950		960
Containers & Packaging – 0.0%
BWAY Corp. 10% 10/15/10	820		859

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

Semiannual Report

36

Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
MATERIALS – continued
Containers & Packaging – continued
Owens-Brockway Glass Container, Inc. 8.875%
2/15/09	$ 605		$ 630
Owens-Illinois, Inc.:
7.35% 5/15/08	1,560		1,576
8.1% 5/15/07	615		627
			3,692
Metals & Mining – 0.1%
California Steel Industries, Inc. 6.125% 3/15/14	745		706
Gerdau AmeriSteel Corp./GUSAP Partners 10.375%
7/15/11	1,585		1,751
International Steel Group, Inc. 6.5% 4/15/14	805		817
Newmont Mining Corp. 5.875% 4/1/35	13,530		13,176
Novelis, Inc. 7.5% 2/15/15 (i)(k)	915		865
Wise Metals Group LLC/Alloys Finance 10.25%
5/15/12	1,115		747
			18,062
Paper & Forest Products  0.1%
Catalyst Paper Corp. 8.625% 6/15/11	380		365
Georgia-Pacific Corp.:
7.5% 5/15/06	1,205		1,211
8.125% 5/15/11	1,000		1,021
9.5% 12/1/11	415		445
International Paper Co. 4.25% 1/15/09	4,350		4,221
			7,263
TOTAL MATERIALS			36,931
TELECOMMUNICATION SERVICES – 0.8%
Diversified Telecommunication Services – 0.6%
BellSouth Capital Funding Corp. 7.875% 2/15/30	1,500		1,777
British Telecommunications PLC:
8.375% 12/15/10	3,930		4,454
8.875% 12/15/30	4,565		6,006
KT Corp. 5.875% 6/24/14 (i)	2,925		3,008
New Skies Satellites BV 9.5725% 11/1/11 (k)	1,250		1,303
Qwest Capital Funding, Inc.:
7% 8/3/09	1,340		1,347
7.75% 8/15/06	3,525		3,551

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

37 Semiannual Report

Investments (Unaudited) continued
Corporate Bonds  continued
		Principal	Value (Note 1)
		Amount (000s)	(000s)
Nonconvertible Bonds  continued
TELECOMMUNICATION SERVICES – continued
Diversified Telecommunication Services – continued
Qwest Communications International, Inc. 7.5%
2/15/14		$ 985		$ 1,000
Qwest Corp.:
7.7413% 6/15/13 (i)(k)		1,260		1,358
8.875% 3/15/12		905		1,002
SBC Communications, Inc.:
5.1% 9/15/14		6,750		6,544
5.875% 8/15/12		4,000		4,088
Sprint Capital Corp.:
6.875% 11/15/28		10,000		10,835
7.625% 1/30/11		3,425		3,768
Telecom Italia Capital:
4% 1/15/10		500		475
4.95% 9/30/14		5,000		4,727
5.25% 11/15/13		2,000		1,943
6% 9/30/34		6,000		5,682
Telefonos de Mexico SA de CV 4.75% 1/27/10		14,925		14,597
TELUS Corp. yankee 7.5% 6/1/07		11,770		12,115
Verizon Global Funding Corp.:
5.85% 9/15/35		8,760		8,260
7.25% 12/1/10		7,110		7,673
Verizon New York, Inc.:
6.875% 4/1/12		7,725		8,097
7.375% 4/1/32		3,250		3,400
				117,010
Wireless Telecommunication Services – 0.2%
America Movil SA de CV 6.375% 3/1/35		8,590		8,266
AT&T Wireless Services, Inc.:
7.875% 3/1/11		10,380		11,598
8.75% 3/1/31		5,000		6,552
Intelsat Ltd.:
6.5% 11/1/13		570		420
7.625% 4/15/12		725		584
9.6094% 1/15/12 (i)(k)		730		744
Millicom International Cellular SA 10% 12/1/13		795		875
Nextel Communications, Inc. 7.375% 8/1/15		2,000		2,108
Rogers Communications, Inc.:
6.375% 3/1/14		1,500		1,504
See accompanying notes which are an integral part of the financial statements.
Semiannual Report	38

Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
TELECOMMUNICATION SERVICES – continued
Wireless Telecommunication Services – continued
Rogers Communications, Inc.: – continued
7.5% 3/15/15	$ 740		$ 800
7.6163% 12/15/10 (k)	450		463
			33,914
TOTAL TELECOMMUNICATION SERVICES			150,924
UTILITIES – 1.0%
Electric Utilities – 0.5%
Cleveland Electric Illuminating Co. 5.65% 12/15/13	3,080		3,113
Detroit Edison Co. 5.2% 10/15/12	4,000		3,982
Exelon Corp.:
4.9% 6/15/15	11,000		10,452
5.625% 6/15/35	1,365		1,281
FirstEnergy Corp. 6.45% 11/15/11	12,610		13,256
FPL Group Capital, Inc. 3.25% 4/11/06	1,250		1,246
Mirant Americas Generation LLC 8.3% 5/1/11	270		274
Nevada Power Co.:
5.875% 1/15/15	260		262
10.875% 10/15/09	370		402
Niagara Mohawk Power Corp. 8.875% 5/15/07	1,660		1,741
Pepco Holdings, Inc.:
4% 5/15/10	4,660		4,414
6.45% 8/15/12	3,355		3,517
PPL Energy Supply LLC 5.7% 10/15/35	7,000		6,908
Progress Energy, Inc.:
7% 10/30/31	11,200		12,304
7.1% 3/1/11	3,700		3,967
Public Service Co. of Colorado 5.5% 4/1/14	4,035		4,117
Reliant Energy, Inc. 9.25% 7/15/10	735		726
Sierra Pacific Power Co. 6.25% 4/15/12	360		368
Southern California Edison Co.:
4.65% 4/1/15	2,000		1,909
5% 1/15/14	2,515		2,471
Texas Genco LLC/Texas Genco Financing Corp. 6.875%
12/15/14 (i)	610		660
TXU Energy Co. LLC 7% 3/15/13	17,640		18,670
			96,040

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

39 Semiannual Report

Investments (Unaudited) continued
Corporate Bonds  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Nonconvertible Bonds  continued
UTILITIES – continued
Gas Utilities 0.1%
Consolidated Natural Gas Co. 6.85% 4/15/11	$ 1,550		$ 1,660
Sonat, Inc.:
6.625% 2/1/08	1,385		1,388
6.75% 10/1/07	825		829
Texas Eastern Transmission Corp. 7.3% 12/1/10	4,320		4,681
			8,558
Independent Power Producers & Energy Traders – 0.2%
AES Corp.:
8.75% 5/15/13 (i)	1,135		1,231
9.375% 9/15/10	1,143		1,246
9.5% 6/1/09	2,802		3,044
Allegheny Energy Supply Co. LLC 8.25% 4/15/12 (i)	1,255		1,399
Constellation Energy Group, Inc.:
7% 4/1/12	10,525		11,426
7.6% 4/1/32	8,300		9,909
Duke Capital LLC:
4.331% 11/16/06	1,215		1,209
5.668% 8/15/14	4,390		4,402
Mirant North America LLC / Mirant North America
Finance Corp. 7.375% 12/31/13 (i)	250		254
NRG Energy, Inc.:
7.25% 2/1/14	1,260		1,280
7.375% 2/1/16	1,820		1,854
8% 12/15/13	826		913
			38,167
Multi-Utilities – 0.2%
CMS Energy Corp.:
7.75% 8/1/10	725		765
8.9% 7/15/08	3,640		3,886
9.875% 10/15/07	1,605		1,715
Dominion Resources, Inc.:
4.75% 12/15/10	6,110		5,943
5.15% 7/15/15	9,000		8,655
5.95% 6/15/35	5,175		4,976

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

Semiannual Report

40

Corporate Bonds  continued
		Principal	Value (Note 1)
		Amount (000s)	(000s)
Nonconvertible Bonds  continued
UTILITIES – continued
Multi-Utilities – continued
Dominion Resources, Inc.: – continued
6.25% 6/30/12		$ 5,765		$ 5,986
Sempra Energy 7.95% 3/1/10		2,000		2,192
				34,118
TOTAL UTILITIES				176,883
TOTAL NONCONVERTIBLE BONDS				1,103,975
TOTAL CORPORATE BONDS
(Cost $1,166,164)			1,147,925
U.S. Government and Government Agency Obligations  14.8%
U.S. Government Agency Obligations 3.5%
Fannie Mae:
3.25% 7/31/06		190,000		188,584
4.625% 1/15/08		64,726		64,546
4.625% 10/15/13		20,000		19,700
4.625% 10/15/14		43,000		42,326
4.75% 12/15/10		40,000		39,899
5.125% 1/2/14		37,800		37,738
6% 5/15/11		6,920		7,296
6.125% 3/15/12		11,499		12,266
6.25% 2/1/11		8,695		9,155
6.375% 6/15/09		17,065		17,879
Federal Home Loan Bank 2.875% 8/15/06		12,000		11,883
Freddie Mac:
3.55% 11/15/07		35,346		34,583
4.125% 4/2/07		3,722		3,692
4.125% 10/18/10		50,000		48,533
4.25% 7/15/09		7,935		7,794
4.875% 11/15/13		30,900		30,892
5.25% 11/5/12		2,810		2,767
5.75% 1/15/12		25,000		26,140
5.875% 3/21/11		23,295		24,192
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS				629,865
See accompanying notes which are an integral part of the financial statements.
	41	Semiannual Report

Investments (Unaudited) continued
U.S. Government and Government Agency Obligations  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
U.S. Treasury Inflation Protected Obligations 2.1%
U.S. Treasury Inflation-Indexed Bonds 2.375% 1/15/25	$ 140,508	$ 148,587
U.S. Treasury Inflation-Indexed Notes:
0.875% 4/15/10	66,772	64,007
1.625% 1/15/15	100,407	97,410
2% 1/15/14	70,600	70,699
TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS		380,703
U.S. Treasury Obligations – 9.2%
U.S. Treasury Bonds 6.125% 8/15/29	94,285	112,833
U.S. Treasury Notes:
2.375% 8/31/06	58,942	58,203
2.75% 7/31/06	91,000	90,197
3.375% 12/15/08	24,235	23,512
3.375% 9/15/09	22,779	21,932
3.75% 5/15/08	785,000	772,382
4% 3/15/10	190,000	186,371
4.25% 10/31/07	115,000	114,438
4.25% 11/15/14	318,500	311,570
TOTAL U.S. TREASURY OBLIGATIONS		1,691,438
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY
OBLIGATIONS
(Cost $2,714,824)		2,702,006
U.S. Government Agency Mortgage Securities  7.4%
Fannie Mae – 6.5%
3.476% 4/1/34 (k)	1,396	1,389
3.723% 1/1/35 (k)	800	786
3.752% 10/1/33 (k)	637	623
3.756% 12/1/34 (k)	687	677
3.788% 12/1/34 (k)	133	130
3.791% 6/1/34 (k)	2,759	2,657
3.82% 6/1/33 (k)	412	404
3.825% 1/1/35 (k)	554	543
3.847% 1/1/35 (k)	1,581	1,552
3.859% 11/1/34 (k)	3,261	3,212
3.869% 1/1/35 (k)	987	983
3.877% 6/1/33 (k)	2,220	2,184
3.889% 12/1/34 (k)	497	495

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

Semiannual Report

42

U.S. Government Agency  Mortgage Securities  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Fannie Mae continued
3.902% 10/1/34 (k)	$ 657		$ 650
3.945% 5/1/34 (k)	237		240
3.948% 11/1/34 (k)	1,035		1,025
3.958% 1/1/35 (k)	689		682
3.971% 5/1/33 (k)	224		221
3.981% 12/1/34 (k)	524		520
3.983% 12/1/34 (k)	3,551		3,534
3.984% 12/1/34 (k)	697		692
3.988% 1/1/35 (k)	431		428
3.991% 2/1/35 (k)	483		478
4% 4/1/19 to 11/1/20	80,950		77,079
4.014% 12/1/34 (k)	323		321
4.026% 1/1/35 (k)	926		920
4.03% 2/1/35 (k)	468		463
4.037% 1/1/35 (k)	246		245
4.039% 10/1/18 (k)	590		580
4.053% 4/1/33 (k)	207		206
4.057% 1/1/35 (k)	458		454
4.063% 12/1/34 (k)	944		938
4.075% 1/1/35 (k)	915		906
4.094% 2/1/35 (k)	334		332
4.097% 2/1/35 (k)	883		876
4.101% 2/1/35 (k)	370		367
4.105% 2/1/35 (k)	1,748		1,736
4.111% 1/1/35 (k)	979		969
4.114% 11/1/34 (k)	754		748
4.121% 1/1/35 (k)	1,766		1,750
4.123% 1/1/35 (k)	952		949
4.127% 2/1/35 (k)	1,055		1,046
4.144% 1/1/35 (k)	1,518		1,515
4.159% 2/1/35 (k)	1,007		1,000
4.171% 1/1/35 (k)	804		798
4.176% 11/1/34 (k)	255		253
4.179% 1/1/35 (k)	1,811		1,796
4.181% 1/1/35 (k)	1,261		1,236
4.188% 10/1/34 (k)	1,467		1,468
4.205% 3/1/34 (k)	523		516
4.25% 2/1/35 (k)	644		631
4.277% 1/1/35 (k)	578		574
4.278% 2/1/35 (k)��	378		374
4.288% 8/1/33 (k)	1,242		1,229

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

43 Semiannual Report

Investments (Unaudited)  continued
U.S. Government Agency  Mortgage Securities  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Fannie Mae continued
4.292% 7/1/34 (k)	$ 460		$ 464
4.295% 3/1/35 (k)	582		577
4.297% 3/1/33 (k)	824		819
4.301% 10/1/34 (k)	205		205
4.313% 3/1/33 (k)	314		309
4.316% 5/1/35 (k)	856		847
4.324% 10/1/33 (k)	317		313
4.327% 12/1/34 (k)	326		326
4.348% 1/1/35 (k)	641		632
4.354% 1/1/35 (k)	733		723
4.367% 2/1/34 (k)	1,464		1,448
4.368% 4/1/35 (k)	422		416
4.378% 6/1/33 (k)	388		385
4.394% 2/1/35 (k)	961		946
4.403% 5/1/35 (k)	1,892		1,866
4.411% 11/1/34 (k)	7,384		7,342
4.439% 10/1/34 (k)	2,888		2,873
4.44% 3/1/35 (k)	864		851
4.445% 4/1/34 (k)	995		988
4.467% 8/1/34 (k)	1,955		1,932
4.477% 1/1/35 (k)	973		969
4.481% 5/1/35 (k)	654		646
4.5% 5/1/19 to 4/1/35	250,442		239,558
4.517% 8/1/34 (k)	1,198		1,208
4.541% 2/1/35 (k)	675		670
4.542% 2/1/35 (k)	4,060		4,056
4.545% 7/1/35 (k)	2,367		2,343
4.56% 2/1/35 (k)	398		398
4.561% 1/1/35 (k)	1,381		1,381
4.577% 9/1/34 (k)	2,686		2,665
4.605% 8/1/34 (k)	919		914
4.627% 1/1/33 (k)	457		457
4.629% 9/1/34 (k)	282		281
4.653% 3/1/35 (k)	337		337
4.712% 10/1/32 (k)	187		188
4.725% 3/1/35 (k)	1,022		1,013
4.728% 2/1/33 (k)	135		135
4.73% 7/1/34 (k)	1,807		1,791
4.732% 10/1/32 (k)	177		177
4.808% 12/1/32 (k)	867		870
4.815% 5/1/33 (k)	43		43

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

Semiannual Report

44

U.S. Government Agency  Mortgage Securities continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Fannie Mae continued
4.825% 12/1/34 (k)	$ 716		$ 712
4.83% 1/1/35 (k)	120		120
4.835% 8/1/34 (k)	745		740
4.904% 12/1/32 (k)	69		69
4.98% 11/1/32 (k)	503		509
5% 10/1/17 to 1/1/36	455,370		442,190
5.031% 2/1/35 (k)	361		362
5.035% 11/1/34 (k)	172		172
5.046% 7/1/34 (k)	421		422
5.105% 5/1/35 (k)	4,500		4,515
5.197% 6/1/35 (k)	3,272		3,276
5.216% 8/1/33 (k)	1,000		995
5.333% 7/1/35 (k)	444		444
5.5% 11/1/08 to 12/1/35	201,521		201,005
6% 4/1/13 to 10/1/35	57,450		58,266
6.5% 4/1/06 to 8/1/35	48,969		50,331
7% 11/1/22 to 6/1/33	11,786		12,261
7.5% 12/1/22 to 3/1/29	2,229		2,339
8% 9/1/17	9		10
TOTAL FANNIE MAE			1,189,480
Freddie Mac – 0.8%
4% 12/1/17 to 6/1/19	4,175		3,978
4% 2/16/21 (j)	5,000		4,747
4.055% 12/1/34 (k)	684		676
4.113% 12/1/34 (k)	988		971
4.176% 1/1/35 (k)	840		826
4.288% 3/1/35 (k)	853		845
4.296% 5/1/35 (k)	1,528		1,510
4.305% 12/1/34 (k)	921		905
4.33% 1/1/35 (k)	1,842		1,830
4.366% 2/1/35 (k)	1,781		1,765
4.445% 3/1/35 (k)	874		855
4.446% 2/1/34 (k)	930		916
4.465% 6/1/35 (k)	1,303		1,284
4.49% 3/1/35 (k)	7,218		7,095
4.554% 2/1/35 (k)	1,395		1,378
4.704% 9/1/35 (k)	32,745		32,504
4.782% 10/1/32 (k)	123		123
4.996% 3/1/33 (k)	349		347
5% 9/1/33 to 7/1/35	34,121		32,958

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

45 Semiannual Report

Investments (Unaudited) continued
U.S. Government Agency  Mortgage Securities  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Freddie Mac continued
5.013% 4/1/35 (k)	$ 4,800		$ 4,792
5.326% 8/1/33 (k)	350		355
5.5% 7/1/20 to 11/1/20	23,542		23,677
5.651% 4/1/32 (k)	209		213
6% 5/1/33 to 11/1/33	18,914		19,148
TOTAL FREDDIE MAC			143,698
Government National Mortgage Association 0.1%
4.25% 7/20/34 (k)	1,551		1,524
5.5% 1/15/32 to 5/15/34	6,090		6,123
6.5% 3/15/26 to 2/15/34	6,348		6,652
7% 11/15/22 to 9/15/32	10,867		11,426
7.5% 1/15/26 to 9/15/28	1,337		1,410
8% 1/15/17 to 10/15/29	116		124
9% 11/15/14 to 1/15/23	65		70
9.5% 12/15/20 to 3/15/23	28		31
TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION			27,360
TOTAL U.S. GOVERNMENT AGENCY MORTGAGE SECURITIES
(Cost $1,378,892)		1,360,538
Asset Backed Securities  0.5%
American Express Credit Account Master Trust:
Series 2001-6 Class B, 4.82% 12/15/08 (k)	5,200		5,202
Series 2004-C Class C, 4.97% 2/15/12 (i)(k)	4,394		4,403
Asset Backed Securities Corp. Home Equity Loan Trust
Series 2003-HE7 Class A3, 4.83% 12/15/33 (k)	788		790
Bank One Issuance Trust Series 2004-B2 Class B2,
4.37% 4/15/12	6,000		5,870
Capital One Multi-Asset Execution Trust:
Series 2003-B1 Class B1, 5.64% 2/17/09 (k)	5,090		5,099
Series 2003-B2 Class B2, 3.5% 2/17/09	2,675		2,667
Series 2003-B4 Class B4, 5.27% 7/15/11 (k)	3,035		3,077
Series 2004-6 Class B, 4.15% 7/16/12	6,215		6,021
Capital One Prime Auto Receivable Trust Series 2004-3
Class A3, 3.39% 1/15/09	3,500		3,450

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

Semiannual Report

46

Asset Backed Securities continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Chase Credit Card Owner Trust Series 2004-1 Class B,
4.67% 5/15/09 (k)	$ 2,425		$ 2,425
Crown Castle Towers LLC/Crown Atlantic Holdings Sub
LLC/Crown Communication, Inc. Series 2005-1A:
Class B, 4.878% 6/15/35 (i)	3,484		3,384
Class C, 5.074% 6/15/35 (i)	3,163		3,078
Fieldstone Mortgage Investment Corp. Series 2003-1:
Class M1, 5.21% 11/25/33 (k)	369		369
Class M2, 6.28% 11/25/33 (k)	300		304
Ford Credit Auto Owner Trust Series 2005-A Class A4,
3.72% 10/15/09	3,250		3,179
Home Equity Asset Trust:
Series 2003-2:
Class A2, 4.91% 8/25/33 (k)	26		26
Class M1, 5.41% 8/25/33 (k)	1,130		1,141
Series 2003-4:
Class M1, 4.4413% 10/25/33 (k)	1,670		1,678
Class M2, 6.43% 10/25/33 (k)	1,980		1,998
Long Beach Mortgage Loan Trust Series 2003-3 Class
M1, 5.28% 7/25/33 (k)	3,770		3,788
MBNA Credit Card Master Note Trust:
Series 2003-B3 Class B3, 4.845% 1/18/11 (k)	3,342		3,359
Series 2003-B5 Class B5, 4.84% 2/15/11 (k)	4,855		4,886
Morgan Stanley ABS Capital I, Inc.:
Series 2002-HE3 Class M1, 5.63% 12/27/32 (k)	940		953
Series 2003-NC8 Class M1, 5.23% 9/25/33 (k)	1,120		1,138
Morgan Stanley Dean Witter Capital I Trust:
Series 2001-NC4 Class M1, 5.53% 1/25/32 (k)	1,597		1,599
Series 2002-NC1 Class M1, 5.33% 2/25/32 (i)(k)	1,438		1,441
Series 2002-NC3 Class M1, 5.25% 8/25/32 (k)	765		767
Nissan Auto Lease Trust:
Series 2003-A Class A3B, 2.57% 6/15/09	1,869		1,853
Series 2005-A Class A3, 4.7% 10/15/08	10,350		10,314
Nissan Auto Receivables Owner Trust Series 2005-A
Class A4, 3.82% 7/15/10	3,375		3,297
Superior Wholesale Inventory Financing Trust VII Series
2003 A8 Class CTFS, 4.92% 3/15/11 (i)(k)	4,320		4,317
World Omni Auto Receivables Trust Series 2005-A Class
A3, 3.54% 6/12/09	3,015		2,969
TOTAL ASSET BACKED SECURITIES
(Cost $95,481)			94,842

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

47 Semiannual Report

Investments (Unaudited) continued
Collateralized Mortgage Obligations  0.4%
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Private Sponsor 0.2%
Adjustable Rate Mortgage Trust floater Series 2004-4
Class 5A2, 4.93% 3/25/35 (k)	$ 1,581		$ 1,584
Bank of America Mortgage Securities, Inc.:
Series 2003-K:
Class 1A1, 3.3725% 12/25/33 (k)	633		630
Class 2A1, 4.1663% 12/25/33 (k)	2,427		2,377
Series 2003-L Class 2A1, 3.9759% 1/25/34 (k)	2,282		2,227
Series 2004-B:
Class 1A1, 3.4126% 3/25/34 (k)	3,124		3,082
Class 2A2, 4.1189% 3/25/34 (k)	2,017		1,966
Master Alternative Loan Trust Series 2004-3 Class 3A1,
6% 4/25/34	751		750
Residential Asset Mortgage Products, Inc. sequential pay:
Series 2003-SL1 Class A31, 7.125% 4/25/31	1,283		1,292
Series 2004-SL2 Class A1, 6.5% 10/25/16	626		635
Residential Finance LP/Residential Finance Development
Corp. floater:
Series 2003-B:
Class B3, 5.99% 7/10/35 (i)(k)	3,633		3,705
Class B4, 6.19% 7/10/35 (i)(k)	2,772		2,828
Class B5, 6.79% 7/10/35 (i)(k)	2,581		2,639
Class B6, 7.29% 7/10/35 (i)(k)	1,147		1,176
Series 2003-CB1:
Class B3, 5.89% 6/10/35 (i)(k)	1,279		1,301
Class B4, 6.09% 6/10/35 (i)(k)	1,141		1,162
Class B5, 6.69% 6/10/35 (i)(k)	778		795
Class B6, 7.19% 6/10/35 (i)(k)	463		474
Residential Funding Securities Corp. Series 2003-RP2
Class A1, 4.98% 6/25/33 (i)(k)	1,439		1,444
WAMU Mortgage pass thru certificates floater Series
2005-AR13 Class A1C1, 4.72% 10/25/45 (k)	3,866		3,863
Washington Mutual Mortgage Securities Corp.
sequential pay Series 2003-MS9 Class 2A1, 7.5%
12/25/33	510		520
TOTAL PRIVATE SPONSOR			34,450
U.S. Government Agency 0.2%
Fannie Mae planned amortization class Series 1996-28
Class PK, 6.5% 7/25/25	2,590		2,693

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

Semiannual Report

48

Collateralized Mortgage Obligations  continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
U.S. Government Agency continued
Freddie Mac Multi-class participation certificates
guaranteed planned amortization class:
Seires 2625 Class QX, 2.25% 3/15/22	$ 1,022		$ 993
Series 2640 Class QG, 2% 4/15/22	1,339		1,296
Series 2770 Class UD, 4.5% 5/15/17	12,058		11,644
Series 2780 Class OC, 4.5% 3/15/17	3,935		3,844
Series 2831 Class PB, 5% 7/15/19	3,735		3,660
Series 2885 Class PC, 4.5% 3/15/18	5,030		4,901
Series 2888 Class GD, 4.5% 4/15/18	4,817		4,614
TOTAL U.S. GOVERNMENT AGENCY			33,645
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $69,096)			68,095
Commercial Mortgage Securities 0.6%
Banc of America Commercial Mortgage, Inc. sequential
pay Series 2004-2 Class A3, 4.05% 11/10/38	7,000		6,674
Bayview Commercial Asset Trust floater Series 2004-3:
Class A1, 4.9% 1/25/35 (i)(k)	3,864		3,868
Class A2, 4.95% 1/25/35 (i)(k)	577		578
Class M1, 5.03% 1/25/35 (i)(k)	666		667
Bear Stearns Commercial Mortgage Securities, Inc.
Series 2004 ESA:
Class B, 4.888% 5/14/16 (i)	1,030		1,024
Class C, 4.937% 5/14/16 (i)	2,140		2,130
Class D, 4.986% 5/14/16 (i)	780		777
Class E, 5.064% 5/14/16 (i)	2,420		2,418
Class F, 5.182% 5/14/16 (i)	580		580
CDC Commercial Mortgage Trust Series 2002-FX1 Class
XCL, 0.7052% 5/15/35 (i)(k)(l)	56,687		3,173
CS First Boston Mortgage Securities Corp.:
sequential pay:
Series 1997-C2 Class A2, 6.52% 1/17/35	83		83
Series 2000-C1 Class A2, 7.545% 4/15/62	5,000		5,398
Series 1997-C2 Class D, 7.27% 1/17/35	2,800		2,942
Deutsche Mortgage & Asset Receiving Corp. sequential
pay Series 1998-C1 Class D, 7.231% 6/15/31	1,885		1,971
DLJ Commercial Mortgage Corp. sequential pay Series
2000-CF1 Class A1B, 7.62% 6/10/33	4,885		5,308

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

49 Semiannual Report

Investments (Unaudited) continued
Commercial Mortgage Securities continued
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Equitable Life Assurance Society of the United States
Series 174:
Class B1, 7.33% 5/15/06 (i)	$ 5,000		$ 5,028
Class C1, 7.52% 5/15/06 (i)	4,000		4,024
First Union-Lehman Brothers Commercial Mortgage Trust
sequential pay Series 1997-C2 Class A3, 6.65%
11/18/29	1,012		1,032
Ginnie Mae guaranteed Multi-family pass thru securities
sequential pay Series 2002-35 Class C, 5.8915%
10/16/23 (k)	627		642
Ginnie Mae guaranteed REMIC pass thru securities
sequential pay:
Series 2003-22 Class B, 3.963% 5/16/32	2,985		2,850
Series 2003-36 Class C, 4.254% 2/16/31	2,370		2,281
Series 2003-47 Class C, 4.227% 10/16/27	4,299		4,184
Series 2003-59 Class D, 3.654% 10/16/27	4,890		4,562
GMAC Commercial Mortgage Securities, Inc. Series
2004-C3 Class X2, 0.7485% 12/10/41 (k)(l)	3,422		91
GS Mortgage Securities Corp. II:
sequential pay:
Series 2001-LIBA Class A2, 6.615% 2/14/16 (i)	2,912		3,100
Series 2003-C1 Class A2A, 3.59% 1/10/40	2,445		2,384
Series 1998-GLII Class E, 6.9704% 4/13/31 (k)	1,220		1,261
Host Marriott Pool Trust sequential pay Series
1999-HMTA Class B, 7.3% 8/3/15 (i)	1,400		1,493
LB-UBS Commercial Mortgage Trust sequential pay:
Series 2000-C3 Class A2, 7.95% 1/15/10	5,000		5,476
Series 2001-C2 Class A2, 6.653% 11/15/27	1,920		2,043
Leafs CMBS I Ltd./Leafs CMBS I Corp. Series 2002-1A
Class C, 4.13% 11/20/37 (i)	5,000		4,489
Merrill Lynch Mortgage Trust Series 2005-LC1 Class F,
5.3773% 1/12/44 (i)(k)	3,300		3,166
Mortgage Capital Funding, Inc. sequential pay Series
1998-MC2 Class A2, 6.423% 6/18/30	2,926		2,994
Thirteen Affiliates of General Growth Properties, Inc.
sequential pay Series 1 Class A2, 6.602%
11/15/07 (i)	9,000		9,222
Wachovia Bank Commercial Mortgage Trust sequential
pay:
Series 2003-C7 Class A1, 4.241% 10/15/35 (i)	8,464		8,226
Series 2003-C8 Class A3, 4.445% 11/15/35	8,060		7,813
TOTAL COMMERCIAL MORTGAGE SECURITIES
(Cost $115,544)			113,952

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

Semiannual Report

50

Municipal Securities 0.0%
	Principal	Value (Note 1)
	Amount (000s)	(000s)
Massachusetts Spl. Oblig. Dedicated Tax Rev. 5.5%
1/1/29 (FGIC Insured)	$ 3,100		$ 3,604
Univ. of Virginia Univ. Revs. 5% 6/1/37	1,700		1,775
TOTAL MUNICIPAL SECURITIES
(Cost $5,540)			5,379
Foreign Government and Government Agency Obligations    0.3%
Chilean Republic 7.125% 1/11/12	6,700		7,370
Israeli State 4.625% 6/15/13	770		735
Korean Republic 4.875% 9/22/14	2,495		2,441
United Mexican States:
4.625% 10/8/08	4,210		4,183
5.875% 1/15/14	12,580		12,926
6.75% 9/27/34	12,855		13,800
7.5% 1/14/12	6,200		6,907
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY
OBLIGATIONS
(Cost $46,456)			48,362
Supranational Obligations  0.0%
Corporacion Andina de Fomento 6.875% 3/15/12
(Cost $2,795)	2,825		3,047
Preferred Securities 0.1%
FINANCIALS – 0.1%
Commercial Banks – 0.1%
Abbey National PLC 7.35% (k)	7,425		7,720
Diversified Financial Services – 0.0%
ING Groep NV 5.775% (f)	6,895		6,986
TOTAL PREFERRED SECURITIES
(Cost $14,648)			14,706

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

51 Semiannual Report

Investments (Unaudited)  continued
Money Market Funds 1.5%
		Shares	Value (Note 1)
			(000s)
Fidelity Cash Central Fund, 4.46% (b)		256,991,346		$ 256,991
Fidelity Securities Lending Cash Central Fund, 4.48% (b)(c)		20,182,625		20,183
TOTAL MONEY MARKET FUNDS
(Cost $277,174)				277,174
Cash Equivalents 0.0%
		Maturity
		Amount (000s)
Investments in repurchase agreements (Collateralized by U.S.
Treasury Obligations, in a joint trading account at 4.35%,
dated 1/31/06 due 2/1/06)
(Cost $2,055)		$ 2,055		2,055
TOTAL INVESTMENT PORTFOLIO  99.9%
(Cost $15,219,287)			18,291,567
NET OTHER ASSETS – 0.1%				19,188
NET ASSETS 100%			$ 18,310,755
See accompanying notes which are an integral part of the financial statements.
Semiannual Report	52

Swap Agreements
	Expiration	Notional		Value (000s)
	Date	Amount (000s)
Credit Default Swaps
Receive quarterly notional amount multiplied
by .35% and pay Goldman Sachs upon
default event of Southern California Edison
Co., par value of the notional amount of
Southern California Edison Co. 7.625%
1/15/10	Sept. 2010	$	5,100	$	3
Receive quarterly notional amount multiplied
by .37% and pay Morgan Stanley, Inc.
upon default event of Pacific Gas &
Electric Co., par value of the notional
amount of Pacific Gas & Electric Co. 4.8%
3/1/14	March 2011		8,500		0
Receive quarterly notional amount multiplied
by .8% and pay Morgan Stanley, Inc.
upon default event of News America, Inc.,
par value of the notional amount of News
America, Inc. 4.75% 3/15/10	April 2010		15,000		237
TOTAL CREDIT DEFAULT SWAPS			28,600		240
Total Return Swaps
Receive monthly a return equal to Banc of
America Securities LLC AAA 10 Yr
Commercial Mortgage Backed Securities
Daily Index and pay monthly a floating
rate based on 1-month LIBOR minus 20
basis points with Bank of America	July 2006		5,400		(37)
Receive monthly a return equal to Banc of
America Securities LLC AAA 10 Yr
Commercial Mortgage Backed Securities
Daily Index and pay monthly a floating
rate based on 1-month LIBOR minus 40
basis points with Bank of America	March 2006		5,400		(46)
Receive monthly a return equal to Lehman
Brothers CMBS AAA 8.5+ Index and pay
monthly a floating rate based on 1-month
LIBOR minus 25 basis points with Citibank	Oct. 2006		50,000		(343)
Receive monthly a return equal to Lehman
Brothers CMBS AAA 8.5+ Index and pay
monthly a floating rate based on 1-month
LIBOR minus 25 basis points with Deutsche
Bank	April 2006		5,400		(40)
Receive monthly a return equal to Lehman
Brothers CMBS U.S. Aggregate Index and
pay monthly a floating rate based on
1-month LIBOR minus 15 basis points with
Citibank	April 2006		3,575		(13)
See accompanying notes which are an integral part of the financial statements.
	53		Semiannual Report

Investments (Unaudited) continued
Swap Agreements continued
	Expiration	Notional		Value (000s)
	Date	Amount (000s)
Total Return Swaps continued
Receive monthly a return equal to Lehman
Brothers CMBS U.S. Aggregate Index and
pay monthly a floating rate based on
1-month LIBOR minus 20 basis points with
Lehman Brothers, Inc.	March 2006	$	1,425	$	(5)
Receive quarterly a return equal to Bank of
America Securities LLC AAA 10Yr
Commercial Mortgage Backed Securities
Daily Index and pay quarterly a floating
rate based on 3-month LIBOR minus 30
basis points with Bank of America	May 2006		10,800		30
TOTAL TOTAL RETURN SWAPS			82,000		(454)
		$	110,600	$	(214)

Legend

(a) Non-income producing

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

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

(d) Non-income producing – Issuer is in
default.

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

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

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

(h) Affiliated company

(i) Security exempt from registration under
Rule 144A of the Securities Act of 1933.
These securities may be resold in
transactions exempt from registration,
normally to qualified institutional buyers.
At the period end, the value of these
securities amounted to $244,510,000
or 1.3% of net assets.

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

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

Semiannual Report 54

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

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

(m) Restricted securities – Investment in
securities not registered under the
Securities Act of 1933 (excluding 144A
issues). At the end of the period, the
value of restricted securities (excluding
144A issues) amounted to $4,133,000
or 0.0% of net assets.

Additional information on each holding is as follows:

	Acquisition	Acquisition
Security	Date	Cost (000s)
Education Realty
Trust, Inc.	9/29/05	$	3,130
Inverness Medical
Innovations, Inc.	1/18/06	$	1,853

Affiliated Central Funds

Information regarding fiscal year to date income received by the fund from the affiliated Central funds is as follows:

Fund	Income received
	(amounts in thousands)
Fidelity Cash Central Fund	$	6,320
Fidelity Securities Lending Cash Central Fund		389
Total	$	6,709

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

	Value,		Purchases		Sales		Dividend		Value, end of
Affiliate	beginning of				Proceeds		Income		period
(amounts in thousands)	period
ATMI, Inc.	$	60,485	$	2,050	$	5,168	$	—	$	—
Covad Communications
Group, Inc.		21,114		98		562		—		17,726
Frontier Airlines, Inc.		43,732		1,045		1,479		—		23,655
Hanger Orthopedic
Group, Inc.		10,496		—		117		—		9,007
LTX Corp.		24,279		233		1,441		—		18,566
Total	$	160,106	$	3,426	$	8,767	$	—	$	68,954

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

55 Semiannual Report

Investments (Unaudited) continued

Other Information

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

U.S.Government and
U.S.Government Agency
Obligations	22.4%
AAA,AA,A	3.5%
BBB	3.7%
BB	0.4%
B	0.1%
CCC,CC,C	0.0%
Not Rated	0.3%
Equities	68.0%
Short Term Investments and Net
Other Assets	1.6%
	100.0%

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

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

Semiannual Report 56

Financial Statements
Statement of Assets and Liabilities
Amounts in thousands (except per share amount)		January 31, 2006 (Unaudited)
Assets
Investment in securities, at value (including securities
loaned of $19,606 and repurchase agreements of
$2,055) See accompanying schedule:
Unaffiliated issuers (cost $14,848,887)	$	17,945,439
Affiliated Central Funds (cost $277,174)		277,174
Other affiliated issuers (cost $93,226)		68,954
Total Investments (cost $15,219,287)			$	18,291,567
Commitment to sell securities on a delayed delivery basis	$	(4,756)
Receivable for securities sold on a delayed delivery basis		4,789		33
Receivable for investments sold, regular delivery				86,367
Cash				1
Receivable for fund shares sold				64,437
Dividends receivable				7,465
Interest receivable				47,677
Prepaid expenses				63
Other affiliated receivables				61
Other receivables				736
Total assets				18,498,407
Liabilities
Payable to custodian bank	$	307
Payable for investments purchased
Regular delivery		121,246
Delayed delivery		19,547
Payable for fund shares redeemed		16,201
Swap agreements, at value		214
Accrued management fee		6,198
Other affiliated payables		3,125
Other payables and accrued expenses		631
Collateral on securities loaned, at value		20,183
Total liabilities				187,652
Net Assets			$	18,310,755
Net Assets consist of:
Paid in capital			$	14,861,358
Undistributed net investment income				28,869
Accumulated undistributed net realized gain (loss) on
investments and foreign currency transactions				348,574
Net unrealized appreciation (depreciation) on
investments and assets and liabilities in foreign
currencies				3,071,954
Net Assets, for 936,682 shares outstanding			$	18,310,755
Net Asset Value, offering price and redemption price per
share ($18,310,755 ÷ 936,682 shares)			$	19.55

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

57 Semiannual Report

Financial Statements  continued
Statement of Operations
Amounts in thousands	Six months ended January 31, 2006 (Unaudited)
Investment Income
Dividends				$	65,351
Interest					109,944
Income from affiliated Central Funds					6,709
Total income					182,004
Expenses
Management fee		$	33,064
Transfer agent fees			15,707
Accounting and security lending fees			879
Independent trustees’ compensation			33
Appreciation in deferred trustee compensation account			12
Custodian fees and expenses			347
Registration fees			454
Audit			82
Legal			59
Interest			2
Miscellaneous			63
Total expenses before reductions			50,702
Expense reductions			(1,438)		49,264
Net investment income (loss)					132,740
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers			452,146
Other affiliated issuers			(3,392)
Foreign currency transactions			98
Swap agreements			(1,498)
Total net realized gain (loss)					447,354
Change in net unrealized appreciation (depreciation) on:
Investment securities (net of decrease in deferred
foreign taxes of $357)			831,545
Assets and liabilities in foreign currencies			42
Swap agreements			116
Delayed delivery commitments			33
Total change in net unrealized appreciation
(depreciation)					831,736
Net gain (loss)					1,279,090
Net increase (decrease) in net assets resulting from
operations				$	1,411,830

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

Semiannual Report

58

Statement of Changes in Net Assets
	Six months ended		Year ended
	January 31, 2006		July 31,
Amounts in thousands	(Unaudited)		2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$	132,740	$	209,959
Net realized gain (loss)		447,354		490,101
Change in net unrealized appreciation (depreciation) .		831,736		1,372,230
Net increase (decrease) in net assets resulting
from operations		1,411,830		2,072,290
Distributions to shareholders from net investment income .		(127,545)		(209,042)
Distributions to shareholders from net realized gain		(507,810)		(288,055)
Total distributions		(635,355)		(497,097)
Share transactions
Proceeds from sales of shares		3,517,174		3,734,286
Reinvestment of distributions		624,661		488,501
Cost of shares redeemed		(1,217,267)		(1,972,649)
Net increase (decrease) in net assets resulting from
share transactions		2,924,568		2,250,138
Total increase (decrease) in net assets		3,701,043		3,825,331
Net Assets
Beginning of period		14,609,712		10,784,381
End of period (including undistributed net investment
income of $28,869 and undistributed net investment
income of $23,674, respectively)	$	18,310,755	$	14,609,712
Other Information
Shares
Sold		188,184		213,325
Issued in reinvestment of distributions		33,779		29,188
Redeemed		(65,375)		(113,135)
Net increase (decrease)		156,588		129,378

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

59 Semiannual Report

Financial Highlights
	Six months ended
	January 31, 2006	Years ended July 31,
	(Unaudited)	2005	2004	2003	2002	2001
Selected Per Share Data
Net asset value,
beginning of period	$ 18.73	$16.57	$14.92	$13.28	$15.45	$15.33
Income from Investment
Operations
Net investment income
(loss)D	16	.29	.27	.30	.41	.47
Net realized and unre
alized gain (loss)	1.44	2.60	1.64	1.63	(1.99)	.61
Total from investment
operations	1.60	2.89	1.91	1.93	(1.58)	1.08
Distributions from net
investment income	(.15)	(.29)	(.26)	(.29)	(.42)	(.47)
Distributions from net
realized gain	(.63)	(.44)	—	—	(.17)	(.49)
Total distributions	(.78)	(.73)	(.26)	(.29)	(.59)	(.96)
Net asset value, end of
period	$ 19.55	$18.73	$16.57	$14.92	$13.28	$15.45
Total ReturnB,C	8.82%	18.04%	12.82%	14.78%	(10.53)%	7.23%
Ratios to Average Net AssetsE
Expenses before
reductions	64%A	.65%	.67%	.70%	.69%	.67%
Expenses net of fee
waivers, if any	64%A	.65%	.67%	.70%	.69%	.67%
Expenses net of all
reductions	63%A	.64%	.66%	.67%	.66%	.64%
Net investment income
(loss)	1.69%A	1.68%	1.63%	2.17%	2.79%	3.05%
Supplemental Data
Net assets, end of
period (in millions) .	$18,311	$14,610	$10,784	$7,905	$6,464	$6,867
Portfolio turnover rate	60%A	82%	99%	137%	150%	115%

A Annualized
B Total returns for periods of less than one year are not annualized.
C Total returns would have been lower had certain expenses not been reduced during the periods shown.
D Calculated based on average shares outstanding during the period.
E Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or
reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during
periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but
prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net
expenses paid by the fund.

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

Semiannual Report

60

Notes to Financial Statements

For the period ended January 31, 2006 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Balanced Fund (the fund) is a fund of Fidelity Puritan Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open end manage ment investment company organized as a Massachusetts business trust. The fund may invest in affiliated money market central funds (Money Market Central Funds) which are open end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affili ates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require manage ment to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

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

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

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

61 Semiannual Report

Notes to Financial Statements (Unaudited) continued 

(Amounts in thousands except ratios) 

1. Significant Accounting Policies continued 

Security Valuation continued 

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

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

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

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex dividend date, except for certain dividends from foreign securities where the ex dividend date may have passed, which are recorded as soon as the fund is informed of the ex dividend date. Non cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securi ties. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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

Semiannual Report

62

1. Significant Accounting Policies continued

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

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

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

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

Book tax differences are primarily due to short term capital gains, swap agreements, foreign currency transactions, passive foreign investment companies (PFIC), prior period premium and discount on debt securities, market discount, partnerships, financ ing transactions, and losses deferred due to wash sales.

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

Unrealized appreciation	$	3,419,639
Unrealized depreciation		(351,363)
Net unrealized appreciation (depreciation)	$	3,068,276
Cost for federal income tax purposes	$	15,223,291
2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with

63 Semiannual Report

Notes to Financial Statements (Unaudited)  continued 

(Amounts in thousands except ratios) 

2. Operating Policies  continued 

Repurchase Agreements  continued 

institutions in repurchase agreements. Repurchase agreements are collateralized by government or non government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When Issued Securities. The fund may purchase or sell securities on a delayed delivery or when issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked to market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when issued basis are identified as such in the fund’s Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underly ing securities or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

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

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

Semiannual Report

64

2. Operating Policies continued

Swap Agreements continued

recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

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

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

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

65 Semiannual Report

Notes to Financial Statements (Unaudited)  continued 

(Amounts in thousands except ratios) 

2. Operating Policies continued 

Mortgage Dollar Rolls continued 

securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund’s right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short term securities and U.S. government securities, aggregated $3,995,810 and $2,990,421, respectively.

4. Fees and Other Transactions with Affiliates.

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

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

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

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Invest ments Money Management, Inc. (FIMM), an affiliate of FMR. The Money Market Central Funds do not pay a management fee.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $121 for the period.

Semiannual Report

66

4. Fees and Other Transactions with Affiliates continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The fund’s activity in this program during the period for which loans were outstanding was as follows:

	Average Daily Loan		Weighted Average
Borrower or Lender	Balance		Interest Rate	Interest Expense
Borrower	$	21,376	4.12%	$	2
5. Committed Line of Credit.

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

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund’s Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds. Net income from lending portfolio securities during the period amounted to $389.

67 Semiannual Report

Notes to Financial Statements (Unaudited)  continued 

(Amounts in thousands except ratios) 

7. Expense Reductions. 

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $1,098 for the period. In addition, through arrangements with the fund’s custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund’s expenses. During the period, these credits reduced the fund’s custody and transfer agent expenses by $24 and $316, respectively.

8. Other.

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

Semiannual Report

68

Proxy Voting Results

A special meeting of the fund’s shareholders was held on February 15, 2006. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1
To elect a Board of Trustees.A
	# of	% of
	Votes	Votes
Dennis J. Dirks
Affirmative	37,826,230,383.77	96.098
Withheld	1,536,010,182.46	3.902
TOTAL	39,362,240,566.23	100.000
Albert R. Gamper, Jr.
Affirmative	37,763,014,509.79	95.937
Withheld	1,599,226,056.44	4.063
TOTAL	39,362,240,566.23	100.000
Robert M. Gates
Affirmative	37,674,483,072.96	95.712
Withheld	1,687,757,493.27	4.288
TOTAL	39,362,240,566.23	100.000
George H. Heilmeier
Affirmative	37,748,457,238.12	95.900
Withheld	1,613,783,328.11	4.100
TOTAL	39,362,240,566.23	100.000
Edward C. Johnson 3d
Affirmative	37,532,189,641.25	95.351
Withheld	1,830,050,924.98	4.649
TOTAL	39,362,240,566.23	100.000
Stephen P. Jonas
Affirmative	37,757,585,019.59	95.923
Withheld	1,604,655,546.64	4.077
TOTAL	39,362,240,566.23	100.000
Marie L. Knowles
Affirmative	37,790,960,298.73	96.008
Withheld	1,571,280,267.50	3.992
TOTAL	39,362,240,566.23	100.000

	# of	% of
	Votes	Votes
Ned C. Lautenbach
Affirmative	37,792,534,779.54	96.012
Withheld	1,569,705,786.69	3.988
TOTAL	39,362,240,566.23	100.000
William O. McCoy
Affirmative	37,635,159,621.12	95.612
Withheld	1,727,080,945.11	4.388
TOTAL	39,362,240,566.23	100.000
Robert L. Reynolds
Affirmative	37,724,250,371.80	95.839
Withheld	1,637,990,194.43	4.161
TOTAL	39,362,240,566.23	100.000
Cornelia M. Small
Affirmative	37,789,209,639.31	96.004
Withheld	1,573,030,926.92	3.996
TOTAL	39,362,240,566.23	100.000
William S. Stavropoulos
Affirmative	37,681,894,631.26	95.731
Withheld	1,680,345,934.97	4.269
TOTAL	39,362,240,566.23	100.000
Kenneth L. Wolfe
Affirmative	37,762,131,097.33	95.935
Withheld	1,600,109,468.90	4.065
TOTAL	39,362,240,566.23	100.000

^A Denotes trust-wide proposal and voting results.

69 Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Balanced Fund

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Manage ment, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees’ counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund’s manage ment contract or sub advisory agreements; (ii) the investment process or strategies employed in the management of the fund’s assets; (iii) the nature or level of services provided under the fund’s management contract or sub advisory agreements; (iv) the day to day management of the fund or the persons primarily responsible for such man agement; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessi tate prior shareholder approval of the Agreement or result in an assignment and termination of the fund’s management contract or sub advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund’s portfolio manager would not change, it did not consider the fund’s investment perfor mance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund’s management contract and sub advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund’s management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have

Semiannual Report

70

appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund’s Agreement is fair and reasonable, and that the fund’s Agreement should be approved.

71 Semiannual Report

Investment Adviser
Fidelity Management & Research Company
Boston, MA
Investment Sub Advisers
FMR Co., Inc.
Fidelity Investments
Money Management, Inc.
Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)
Fidelity Management & Research
(U.K.) Inc.
Fidelity Investments Japan Limited
Fidelity International Investment
Advisers
Fidelity International Investment
Advisers (U.K.) Limited
General Distributor
Fidelity Distributors Corporation
Boston, MA
Transfer and Service Agent
Fidelity Service Company, Inc.
Boston, MA
Custodian
Brown Brothers Harriman & Co.
Boston, MA

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

BAL-USAN-0306
1.789281.102

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Puritan Trust: Fidelity Balanced Fund's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Puritan Trust: Fidelity Balanced Fund's (the "Fund") 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 Fund 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 Fund'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 Fund's internal control over financial reporting.

Item 12. Exhibits

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

SIGNATURES

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

Fidelity Puritan Trust

By:	/s/Christine Reynolds
	Christine Reynolds
	President and Treasurer
Date:	March 17, 2006

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

By:	/s/Christine Reynolds
	Christine Reynolds
	President and Treasurer
Date:	March 17, 2006

By:	/s/Paul M. Murphy
	Paul M. Murphy
	Chief Financial Officer
Date:	March 17, 2006