<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Magellan Fund
(Name of Registrant)
File No. 2-21461
</PAGE>
<PAGE>
FILE NO. 2-21461
Fidelity Magellan Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended March 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
150,758,150 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
150,758,150 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
150,758,150
$
10,923,224,258
Redemptions:
(80,691,604)
$
(5,804,748,253)
Net Sales Pursuant to Rule 24f-2:
70,066,546
$
5,118,476,005
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $1,765,004.08
Fidelity Magellan Fund
By John H. Costello
Assistant Treasurer
</PAGE>
May 18, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Magellan Fund
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Magellan Fund was a corporation organized under the laws of
the Commonwealth of Massachusetts on December 31, 1962, under the
name of International Fund, Inc. Its name was changed to Magellan
Fund, Inc. on March 30, 1965. On June 25, 1976 Essex Fund, Inc. was
merged into Magellan Fund, Inc. and on June 19, 1981 Salem Fund,
Inc. was also merged into this entity. On June 24, 1981 the
corporation's name was changed to Fidelity Magellan Fund, Inc. and on
October 1, 1984, its name became Fidelity Magellan Fund at the time of
its reorganization as a Massachusetts business trust (the Trust) upon a
written Declaration of Trust dated June 25, 1984, executed and delivered
in Boston Massachusetts on July 11, 1984. There have been three
supplements which amended the Declaration of Trust. These were filed
with the Secretary of the Commonwealth on January 18, 1985, April 27,
1987, and November 16, 1989, respectively.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the beneficial
interest in the Trust shall be divided into such transferable Shares of one
or more separate and distinct Series as the Trustees shall from time to
time create and establish. The number of Shares is unlimited and each
Share shall be without par value and shall be fully paid and
nonassessable. The Trustees shall have full power and authority, in their
sole discretion and, so far as provided in the Declaration of Trust,
without obtaining any prior authorization or vote of the Shareholders of
the Trust to create and establish (and to change in any manner) Shares
with such preferences, voting powers, rights, and privileges as the
Trustees may from time to time determine, to divide or combine the
Shares into a greater or lesser number, to classify or reclassify any
issued Shares into one or more Series of Shares, to abolish any one or
more Series of Shares, and to take such other action with respect to the
Shares as the Trustees may deem desirable.
Under Article III, Section 4, the Trustees shall accept investments in the
Trust from such persons and on such terms as they may from time to
time authorize. Such investments may be in the form of cash or
securities in which the appropriate Series is authorized to invest, valued
as provided in Article X, Section 3. After the date of the initial
contribution of capital, the number of Shares to represent the initial
contribution may in the Trustee's discretion be considered as outstanding
and the amount received by the Trustees on account of the contribution
shall be treated as an asset of the Trust. Subsequent investments in the
Trust shall be credited to each Shareholder's account in the form of full
Shares at the Net Asset Value per Share next determined after the
investment is received; provided, however, that the Trustees may, in
their sole discretion, (a) impose a sales charge upon investments in the
Trust and (b) issue fractional Shares.
By a vote adopted on October 1, 1984 and amended on February 22,
1985, the Board of Trustees authorized the issue and sale, from time to
time, of an unlimited number of shares of beneficial interest of this Trust
in accordance with the terms included in the then Registration Statement
and subject to the limitations of the Declaration of Trust and any
amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Trust has registered an indefinite number of
shares of beneficial interest under the Securities Act of 1933. I further
understand that, pursuant to the provisions of Rule 24f-2, the Trust is
about to file with the Securities and Exchange Commission a notice
making definite the registration of 150,758,150 shares of the Trust (the
shares) sold in reliance upon Rule 24f-2 during the fiscal year ended
March 31, 1994.
I am of the opinion that all necessary Trust action precedent to the issue
of shares of beneficial interest of the Trust, including the Shares, has
been duly taken, and that all Shares were legally and validly issued, and
are fully paid and nonassessable, except as described in Magellan Fund's
Statement of Additional Information under the heading "Shareholder and
Trustee Liability." In rendering this opinion, I rely on the representation
by the Trust that it or its agent received consideration for the Shares in
accordance with the Declaration of Trust and I express no opinion as to
compliance with the Securities Act of 1933, the Investment Company
Act of 1940 or applicable state "Blue Sky" or securities laws in
connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice which
you are about to file under the 1940 Act with said commission.
Very truly yours,
/s/Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
