<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Magellan Fund
(Name of Registrant)
File No. 2-21461
</PAGE>
<PAGE>
FILE NO. 2-21461
Magellan Fund
: 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, 1995
(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
151,903,561 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
151,903,561 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
151,903,561
$
10,299,696,200
Redemptions:
(97,417,296)
$
(6,580,718,806)
Net Sales Pursuant to Rule 24f-2:
54,486,265
$
3,718,977,394
</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: $1,282,406.00
Magellan Fund
:
Fidelity Magellan Fund
By John H. Costello
Assistant Treasurer
</PAGE>
May 18, 1995
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. In addition,
the Declaration of Trust was amended and restated on April 15,
1994, and filed with the Secretary of the Commonwealth on May
18, 1994.
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, or any services or classes thereof,
with such preferences, voting powers, rights, and privileges as the
Trustees may from time to time determine, to divide or combine the
Shares, or any services or classes thereof, 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 151,903,561 shares of the Trust (the shares) sold in
reliance upon Rule 24f-2 during the fiscal year ended March 31,
1995.
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, Esq.
Arthur S. Loring, Esq.
Vice President - Legal
