FIDELITY MAGELLAN FUND INC
N-30D, 1996-05-15
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(2_FIDELITY_LOGOS)FIDELITY
 
MAGELLAN(registered trademark)
FUND
ANNUAL REPORT
MARCH 31, 1996
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on investing                 
                              strategies.                              
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy and outlook.       
 
INVESTMENT CHANGES       12   A summary of major shifts in the         
                              fund's investments over the past six     
                              months.                                  
 
INVESTMENTS              13   A complete list of the fund's            
                              investments with their market            
                              values.                                  
 
FINANCIAL STATEMENTS     35   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES                    39   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    49   The auditors' opinion                    
ACCOUNTANTS                                                            
 
DISTRIBUTIONS            50                                            
 
 
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. 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, 
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE 
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO 
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. 
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK. 
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL 
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
 
DEAR SHAREHOLDER:
Although the markets were fairly positive in 1995, no one can predict what
lies ahead for investors. The previous year, stocks posted below-average
returns and bonds had one of the worst years in history. This downturn
followed a period in which the investing environment was generally very
positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term. You also can help to manage some of the risks of investing
through diversification. A stock fund is already diversified because it
invests in many issues. You can diversify even further by placing some of
your money in several different types of stock funds or in other investment
categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED MARCH 31, 1996    PAST 1   PAST 5    PAST 10   
                                YEAR     YEARS     YEARS     
 
Magellan                        28.43%   113.99%   314.46%   
 
Magellan                                                     
(incl. 3% sales charge)         24.58%   107.57%   302.02%   
 
S&P 500(registered trademark)   32.10%   98.28%    269.84%   
 
Growth Funds Average            28.31%   90.12%    221.20%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one, five, or 10 years. For example, if
you invested $1,000 in a fund that had a 5% return over the past year, the
value of your investment would be $1,050. You can compare the fund's
returns to the performance of the Standard & Poor's Composite Index of 500
Stocks - a common proxy for the U.S. stock market. To measure how the
fund's performance stacked up against its peers, you can compare it to the
growth funds average, which reflects the performance of 584 growth funds
with similar objectives tracked by Lipper Analytical Services over the past
12 months. Both benchmarks include reinvested dividends and capital gains,
if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED MARCH 31, 1996       PAST 1   PAST 5   PAST 10   
                                   YEAR     YEARS    YEARS     
 
Magellan                           28.43%   16.43%   15.28%    
 
Magellan (incl. 3% sales charge)   24.58%   15.73%   14.93%    
 
S&P 500(registered trademark)      32.10%   14.67%   13.95%    
 
Growth Funds Average               28.31%   13.43%   11.94%    
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year. 
$10,000 OVER 10 YEARS
19860331       9700.00                    10000.00
19860430       9743.82                     9887.00
19860531      10064.04                    10412.99
19860630      10303.93                    10588.97
19860731       9616.62                     9997.04
19860831      10235.39                    10738.83
19860930       9365.31                     9850.72
19861031       9854.61                    10419.11
19861130       9953.61                    10672.30
19861231       9806.01                    10400.15
19870131      11080.85                    11801.05
19870228      11902.55                    12267.19
19870331      12053.60                    12621.72
19870430      11860.26                    12509.38
19870531      11872.35                    12618.21
19870630      12363.83                    13255.43
19870731      12968.05                    13927.48
19870831      13488.84                    14446.98
19870930      13157.43                    14130.59
19871031       9762.11                    11086.86
19871130       9024.88                    10173.30
19871231       9904.12                    10947.49
19880131      10296.83                    11408.38
19880229      10921.70                    11940.01
19880331      10892.06                    11571.07
19880430      11087.18                    11699.51
19880531      11057.54                    11801.29
19880630      11813.32                    12342.97
19880731      11736.75                    12296.07
19880831      11363.80                    11878.00
19880930      11840.49                    12384.00
19881031      12087.47                    12728.28
19881130      11924.46                    12546.26
19881231      12158.76                    12765.82
19890131      13145.15                    13700.28
19890228      12931.27                    13359.15
19890331      13316.26                    13670.41
19890430      13985.60                    14379.91
19890531      14723.99                    14962.29
19890630      14596.25                    14877.01
19890731      15822.61                    16220.40
19890831      16236.51                    16538.32
19890930      16517.55                    16470.52
19891031      15998.90                    16088.40
19891130      16262.06                    16416.60
19891231      16363.80                    16810.60
19900131      15308.43                    15682.61
19900228      15622.85                    15884.92
19900331      16022.03                    16305.87
19900430      15617.38                    15898.22
19900531      17006.44                    17448.30
19900630      17080.35                    17329.65
19900731      16887.03                    17274.19
19900831      15232.45                    15712.61
19900930      14265.85                    14947.40
19901031      14089.59                    14883.13
19901130      15155.69                    15844.58
19901231      15626.02                    16286.64
19910131      16718.36                    16996.74
19910228      18169.99                    18212.01
19910331      18787.15                    18652.74
19910430      18856.69                    18697.50
19910531      19931.88                    19505.24
19910630      18760.65                    18611.90
19910731      19925.91                    19479.21
19910831      20538.41                    19940.87
19910930      20460.73                    19607.85
19911031      20735.61                    19870.60
19911130      19710.78                    19069.81
19911231      22037.12                    21251.40
19920131      22046.76                    20856.13
19920229      22493.22                    21127.26
19920331      21882.95                    20715.27
19920430      22207.35                    21324.30
19920531      22420.13                    21428.79
19920630      22025.22                    21109.50
19920731      22643.33                    21972.88
19920831      22152.28                    21522.44
19920930      22406.39                    21776.40
19921031      22564.35                    21852.62
19921130      23134.38                    22597.79
19921231      23582.93                    22875.75
19930131      24204.22                    23067.90
19930228      24709.49                    23381.63
19930331      25615.23                    23874.98
19930430      25865.99                    23297.20
19930531      26885.49                    23921.57
19930630      27260.42                    23990.94
19930731      27561.14                    23894.98
19930831      29181.92                    24800.60
19930930      29498.27                    24609.63
19931031      29517.80                    25119.05
19931130      28545.33                    24880.42
19931231      29397.91                    25181.48
19940131      30559.71                    26037.65
19940228      30335.65                    25332.02
19940331      28929.03                    24227.55
19940430      29219.49                    24537.66
19940531      28882.87                    24940.08
19940630      27629.73                    24329.05
19940731      28554.46                    25127.04
19940831      29907.00                    26157.25
19940930      29129.18                    25516.40
19941031      30114.42                    26090.51
19941130      28463.72                    25140.30
19941231      28865.59                    25513.13
19950131      28571.75                    26174.68
19950228      30174.91                    27194.71
19950331      31302.74                    27997.23
19950430      32758.99                    28821.75
19950531      33674.79                    29973.75
19950630      36239.78                    30670.04
19950731      39021.78                    31687.06
19950831      39360.31                    31766.59
19950930      40080.76                    33107.14
19951031      39056.50                    32988.95
19951130      39924.52                    34437.17
19951231      39494.88                    35100.43
19960131      40064.47                    36295.25
19960229      39802.64                    36631.70
19960329      40202.28                    36984.47
 
$10,000 OVER 10 YEARS:  Let's say you invested $10,000 in Fidelity Magellan
Fund on March 31, 1986, and paid a 3% sales charge. As the chart shows, by
March 31, 1996, the value of your investment would have grown to $40,202 -
a 302.02% increase on your initial investment. For comparison, look at how
the S&P 500 did over the same period. With dividends reinvested, the same
$10,000 investment would have grown to $36,984 - a 269.84% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks will vary. That means if 
you sell your shares during a 
market downturn, you might 
lose money. But if you can 
ride out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
Strong corporate earnings, a 
favorable interest rate 
environment and enthusiastic 
investor sentiment helped fuel 
robust returns in the U.S. stock 
market during the 12 months 
ended March 31, 1996. The 
Standard & Poor's Composite 
Index of 500 Stocks finished the 
period with a total return of 32.10% 
(including reinvested dividends) 
- - well above its historical annual 
average of roughly 12%. With 
inflation posing little threat, 
interest rates fell during much of 
1995. The Federal Reserve Board 
cut the fed funds rate - the rate 
banks charge each other for 
overnight loans - three times, in 
July and December 1995, and 
January 1996. Big-name 
blue-chip stocks led the rally 
through much of 1995. 
Technology companies posted 
strong earnings growth and stock 
price gains, although they 
faltered during the second half of 
the period. Over the past three 
months, the market rally has 
shown more breadth, with small- 
and mid-cap stocks attracting 
investor interest. Statistics 
indicating a 
stronger-than-anticipated 
economy pushed interest rates 
higher and stalled the stock 
market rally somewhat in late 
February and March 1996. 
Foreign markets lagged the U.S. 
The Morgan Stanley Emerging 
Markets Free Index rebounded 
from Mexico's December 1994 
peso devaluation, rising 14.92% 
for the 12 months ended March 
31, 1996. The Morgan Stanley 
EAFE (Europe, Australasia, Far 
East) Index was up 12.33% for the 
12-month period.
An interview with Jeffrey Vinik, Portfolio Manager of Fidelity Magellan
Fund
Q. JEFF, HOW HAS THE FUND PERFORMED?
A. The fund did very well relative to its peers during the first half of
the period, while its recent performance has been disappointing. Overall,
the fund had a total return of 28.43% for the 12 months ended March 31,
1996. That slightly exceeded the 28.31% total return of the growth funds
average during the same period, according to Lipper Analytical Services.
Q. SIX MONTHS AGO, YOU DISCUSSED THE IMPACT OF TECHNOLOGY STOCKS ON THE
FUND'S PERFORMANCE. HOW DID THEY CONTINUE TO IMPACT THE FUND THROUGH THE
REMAINDER OF THE PERIOD?
A. During most of the first six months of the period, the fund maintained a
40-plus percent stake in the technology sector. Strong earnings gains and
stock performance from groups such as semiconductors, software companies
and personal computer manufacturers clearly drove the fund's performance
over that time. However, late in 1995, it became increasingly evident that
growth prospects for a host of technology companies were beginning to
deteriorate. Although I reduced the fund's investments in these companies,
their falling stock prices did negatively affect the fund's performance
late in 1995.
Q. CAN YOU EXPLAIN THE FACTORS THAT LED YOU TO CUT BACK THE FUND'S STAKE IN
TECHNOLOGY STOCKS FROM NEARLY 40% SIX MONTHS AGO TO LESS THAN 4% AT THE END
OF THE PERIOD?
A. I reduced the fund's investment in the technology sector for three key
reasons. First, and most importantly, on a bottom-up, stock-by-stock basis,
it became clear to me that many technology companies were showing a slowing
in revenue growth and the potential for pressure on profits. It was my view
that earnings disappointments would affect a wide variety of technology
companies. Second, many of these stocks had been excellent performers
earlier in the year and in past years. As they became more fully valued -
that is, their stock prices relative to their earnings - I took some
profits. Third, I believed that there was significant speculation building
in the technology sector. This was evidenced mainly by the sheer number of
technology initial public offerings, or IPOs, coming to market as well as
strong investor demand and high stock valuations that frequently surrounded
companies with negative earnings and little revenue. Internet stocks were
an example of this. Often, when there is so much hype and speculation in
one sector of the market, the risk/reward equation has the potential to
tilt more heavily in the direction of risk. 
Q. IT APPEARS AS IF YOU INVESTED MUCH OF THE CASH THAT RESULTED FROM THE
SALE OF TECHNOLOGY STOCKS IN LONG-TERM TREASURY BONDS . . .
A. That's true. As I sold technology stocks in late 1995, I wanted to
exercise caution while reinvesting the proceeds. I strongly believed, in
light of market conditions, it was in the best interests of the fund's
shareholders to invest slowly, over time, as company business prospects
dictated. As I surveyed the marketplace, I concluded that Treasury bonds
had good long-term potential for capital appreciation.
Q. WHY DID YOU FIND BONDS ATTRACTIVE?
A. Several reasons. First, as the economy remained sluggish and stock
valuations rose to high levels, it became somewhat more difficult to find
stocks with strong earnings prospects coupled with attractive valuations.
Second, history has shown that during periods of relatively low corporate
earnings growth - which I believe may occur in 1996 - long-term Treasury
bonds have tended to outperform stocks. Third, by several measures - such
as relative yield - stocks appeared historically overvalued relative to
bonds. Finally, similar to what was occurring in the technology sector late
in 1995, I believed there was considerable speculation in the stock market
overall. Unprecedented amounts of money have flowed into stocks, which has
led to high expectations and low levels of fear among investors - the
opposite environment from late 1994, when the fund was aggressively
positioned in the market. In the past, such high levels of optimism have
been a good reason to become somewhat cautious in terms of the stock
market. 
Q. SO ARE THE BONDS A DEFENSIVE MANEUVER?
A. Not at all. Obviously, market conditions can change quickly, but I was
looking out 12 to 24 months when I invested in these long-term Treasuries.
Fiscal and monetary policies in Washington have remained restrictive, and I
believe there's a good likelihood inflation can stay in check. And again,
importantly, I was especially positive on the potential return from
Treasuries relative to the potential return from stocks.
Q. BUT DURING THE FIRST THREE MONTHS OF 1996, BOND YIELDS HAVE RISEN AND
PRICES HAVE FALLEN . . .
A. Although it's important to remember that the fund is looking out over a
long-term horizon, rather than just a few months, rising bond yields have
hurt the fund's recent performance. During the first three months of 1996,
the long-term Treasury market fell roughly 7% while the broad stock market
- - as represented by the S&P 500 index - was up more than 5%. I believe that
stock market performance has rested largely on the shoulders of the 
powerful market inflows I mentioned earlier. As for bonds, recent economic
numbers have been stronger than expected, and there's been some upward
pressure on commodity prices. That has resulted in a round of inflationary
fears, which has negatively impacted the bond market. However, if you look
at the history of the financial markets, my research shows the performances
of stocks and bonds have not decoupled - that is, moved in opposite
directions - for very long stretches. As of March 31, given the continued
absence of heavy inflationary pressures and the historically inexpensive
valuations of bonds relative to stocks, it continued to be my view that the
fund's investment in Treasury bonds was in the best long-term interests of
shareholders.
Q. THE FUND'S POSITION IN CASH AND SHORT-TERM INVESTMENTS WAS ABOUT 11% ON
MARCH 31, BUT WAS AS HIGH AS 16% DURING THE PERIOD. IS THAT UNUSUAL?
A. It's not unusual for the fund's cash position to move to between 10% and
20% for relatively short periods. Again, after I sold much of the fund's
stake in technology stocks - which raised the fund's cash position - I
wanted to proceed carefully. Going forward, the fund's cash position
provides me with an opportunity to invest in companies that I believe offer
excellent business prospects and reasonable stock valuations as they become
available.
Q. IN LOOKING AT THE FUND'S STOCK INVESTMENTS, IT APPEARS AS IF YOU'VE
CONTINUED TO FAVOR CYCLICALS - THOSE COMPANIES THAT TEND TO MOVE IN TANDEM
WITH THE ECONOMY. WHERE HAVE YOU FOUND OPPORTUNITIES?
A. The fund's sizable stake in cyclicals covers several sectors, including
construction and real estate, durables, industrial machinery and equipment,
and transportation. I've maintained - and in some cases increased -
investments in cyclicals over the past six months. First, I remained a very
strong believer in the competitiveness of U.S. manufacturers. In the 1980s,
the manufacturing sector tended to operate in cycles of "boom, bust" -
experiencing initial periods of profitability before corporate earnings
trended down again. However, I believe the decade of the 1990s may well be
a period of "boom, boom" for manufacturers, given the cost competitiveness
of U.S. companies and trends in the U.S. economy toward manufacturing and
away from consumer spending. Furthermore, the valuations of cyclical
companies during the period were very attractive relative to the broad
market, mainly for two reasons. First, late in 1995, cyclicals lagged as
investors feared an economic recession, which would have hurt the earnings
of these companies. Second, I think investors have been reluctant to reward
cyclical companies with higher valuations largely because they are looking
in the rear view mirror at the trends of the 1980s. I believe that - if the
economy grows steadily - cyclical valuations could expand as the market
recognizes the improvements these companies have made to enhance their
profitability. In fact, the performance of many of the fund's cyclical
investments picked up during the first quarter of 1996. 
Q. WHAT CYCLICAL COMPANIES HAVE PROVIDED THE GREATEST OPPORTUNITY?
A. Auto companies remained a strong emphasis. These companies generally
experienced strong earnings growth during the early 1990s. Although profits
softened in 1995, a pick-up in the economy and firming in worldwide auto
sales had improved these companies' earnings prospects by the end of the
period. In addition, the fund remained heavily invested in industrial
companies, such as farm and heavy equipment manufacturers and railroads.
Q. ISN'T THE FUND'S INVESTMENT IN CYCLICALS - WHICH TEND TO DO WELL WHEN
THE ECONOMY DOES WELL - AT ODDS WITH ITS INVESTMENT IN BONDS, WHICH TEND TO
LAG IN PERIODS OF RAPID ECONOMIC GROWTH AND HIGH INFLATION?
A. That's a good question. Historically, cyclicals and bonds have not
tended to move in tandem, but there have been exceptions - most recently in
1993. I think it's important to bear in mind that I view every investment
on a bottom-up basis relative to other investments. For example, I look at
stocks relative to the overall market, stocks relative to their historical
valuations and stocks relative to bonds. At the end of March, among U.S.
securities, cyclicals appeared among the most attractive stocks relative to
the market. At the same time, bonds appeared undervalued relative to
stocks.
Q. YOU'VE ALSO CUT THE FUND'S STAKE IN FINANCIAL STOCKS ROUGHLY IN HALF
OVER THE PAST SIX MONTHS AND GREATLY INCREASED ITS INVESTMENT IN ENERGY
COMPANIES. CAN YOU EXPLAIN THESE SHIFTS?
A. Sure. The fund's stake in financials has decreased mainly due to profit
taking. For example, I reduced investments in brokerage stocks, which had
performed strongly over the preceding 12 to 18 months. As for the energy
sector, I've increased the fund's investments in large oil and natural gas
companies, as well as oil service companies. Oil and gas inventories have
been at low levels in the U.S., and historically these conditions have
preceded rising prices for these basic commodities as well as energy
stocks. In addition, several oil companies and oil service companies have
reaped the benefits of cost cutting and restructuring in recent years,
which has left them well positioned to potentially benefit from an upturn
in oil prices. Finally, valuations across many energy stocks remained quite
low, especially relative to the overall market at the end of the period.
The combination of these factors led me to increase the fund's energy stake
from 1.4% six months ago to nearly 11% at March 31.
Q. LET'S TALK ABOUT YOUR OUTLOOK IN GENERAL. ARE YOU BEARISH ON THE STOCK
MARKET?
A. No, but I am cautious. I believe that shareholders must realize that
1995's strong stock market performance was very unusual, and they should
not expect that level of return to continue. As I've said many times,
predicting near-term stock market movements is a flip of the coin. That
said, I do think stocks overall have become expensive on a historical
basis. In addition, there's been quite a bit of euphoria surrounding the
stock market in general and certain sectors in particular. Thus, in this
environment, I believe it's especially important to take a long-term view
and not just embrace what happens to be popular at the moment. It is for
these reasons the fund has emphasized those sectors where investor
expectations are low - such as Treasury bonds and cyclical stocks - and
where the risk/reward picture therefore has the potential to be positive on
a long-term basis. As always, I'll continue to search the broad landscape
for those investments that I believe can provide shareholders with the best
possible total return over the long term.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS. 
FUND FACTS
GOAL: to increase the value 
of the fund's shares over the 
long term by investing mainly 
in equity securities with 
growth potential
START DATE: May 2, 1963
SIZE: as of March 31, 1996, 
more than $56 billion
MANAGER: Jeffrey Vinik, 
since July 1992; manager, 
Fidelity Growth & Income 
Portfolio, 1990 -1992; 
Fidelity Contrafund, 
1989-1990; securities 
analyst, 1986 -1989; joined 
Fidelity in 1986
(checkmark)
JEFF VINIK ON THE IMPORTANCE OF 
INDEPENDENT THINKING:
"I believe it's critical not to be 
part of the herd when investing 
in financial markets. Just 
because most investors are 
moving in a particular direction 
doesn't make it the best 
direction; in fact, often it has 
meant the opposite. History 
shows that when investors 
have poured into one area of 
the financial markets - be it 
gold and oil in the late 1970s, 
real estate in the 1980s, or 
perhaps stocks today - 
future returns in that area 
tended to be dampened. 
Throughout 1995, and even 
more so thus far in 1996,  the 
herd continued to pour heavily 
into the stock mar- ket - 
virtually ignoring bonds. That 
environment, coupled with the 
historically low valuations of 
bonds relative to stocks, in my 
opinion, made high-quality 
bonds appear attractive on 
the basis of risk relative to 
potential reward. 
"In addition, I believe it's 
important to be early to fully 
realize the benefits of an 
investment decision. For 
example, the fund built a 
sizable stake in technology in 
1994 when stocks were cheap 
and earnings prospects were 
very favorable. But that 
strategy didn't pay dividends 
until 1995, when larger 
numbers of investors began to 
see the same thing. Investing is 
an art, and one never knows 
exactly when investments will 
pay off. I believe that patience 
- - and being in the right place 
early in the game - are very 
important to the long-term 
success of Magellan Fund."
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF MARCH 31, 1996
                                % OF FUND'S    % OF FUND'S       
                                INVESTMENTS    INVESTMENTS       
                                               IN THESE STOCKS   
                                               6 MONTHS AGO      
 
Chrysler Corp.                  2.1            2.0               
 
General Motors Corp.            2.1            1.4               
 
Caterpillar, Inc.               1.9            1.5               
 
Digital Equipment Corp.         1.4            0.8               
 
Deere & Co.                     1.4            0.8               
 
CSX Corp.                       1.2            1.2               
 
Columbia/HCA Healthcare Corp.   0.9            1.5               
 
Conrail, Inc.                   0.9            0.8               
 
Exxon Corp.                     0.9            0.0               
 
Royal Dutch Petroleum Co.       0.9            0.0               
 
TOP FIVE MARKET SECTORS AS OF MARCH 31, 1996
                                   % OF FUND'S    % OF FUND'S               
                                   INVESTMENTS    INVESTMENTS               
                                                  IN THESE MARKET SECTORS   
                                                  6 MONTHS AGO              
 
Energy                             10.7           1.4                       
 
Durables                           9.4            7.7                       
 
Industrial Machinery & Equipment   8.4            9.3                       
 
Finance                            8.0            14.9                      
 
Basic Industries                   6.4            2.5                       
 
ASSET ALLOCATION
AS OF MARCH 31, 1996 * AS OF SEPTEMBER 30, 1995 ** 
Row: 1, Col: 1, Value: 0.0
Row: 1, Col: 2, Value: 10.7
Row: 1, Col: 3, Value: 19.0
Row: 1, Col: 4, Value: 35.3
Row: 1, Col: 5, Value: 35.0
Row: 1, Col: 1, Value: 2.0
Row: 1, Col: 2, Value: 4.1
Row: 1, Col: 3, Value: 3.9
Row: 1, Col: 4, Value: 45.0
Row: 1, Col: 5, Value: 45.0
Stocks and 
equity futures 70.3%
Bonds 19.0%
Short-term
investments 10.7%
Other 0.0%
FOREIGN
INVESTMENTS 7.1%
Stocks 93.9%
Bonds 2.9%
Short-term
investments 3.1%
Other 0.1%
FOREIGN
INVESTMENTS 8.2%
*
**
INVESTMENTS MARCH 31, 1996 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 70.0%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 0.9%
Boeing Co.   4,905,800 $ 424,964
Flightsafety International, Inc.   500,000  27,875
General Motors Corp. Class H  79,300  5,016
Harsco Corp.   321,900  21,326
Northrop Grumman Corp.   180,900  11,510
Sundstrand Corp.   42,200  1,720
  492,411
BASIC INDUSTRIES - 6.3%
CHEMICALS & PLASTICS - 2.0%
Agrium, Inc.   501,700  6,505
Air Products & Chemicals, Inc.   129,000  7,047
Airgas, Inc. (a)  40,100  1,594
Atlantis Group, Inc. (Trivest/Winston) (a)(h)  77,269  473
Dow Chemical Co.   796,200  69,030
du Pont (E.I.) de Nemours & Co.   300,000  24,900
Eastman Chemical Co.   102,500  7,085
Engelhard Corp.   1,153,600  26,965
Georgia Gulf Corp. par $0.01  185,000  6,938
Grace (W.R.) & Co.   323,100  25,283
Hanna (M.A.) Co. (g)  3,556,150  123,576
Hercules, Inc.   467,800  29,004
IMC Fertilizer Group, Inc.   2,249,160  82,094
Loctite Corp.   303,000  15,302
Lyondell Petrochemical Co.   1,720,900  52,487
Minnesota Mining & Manufacturing Co.   470,100  30,498
Morton International, Inc.   1,833,500  70,361
Nalco Chemical Co.   552,300  16,983
PPG Industries, Inc.   964,700  47,150
Potash Corp. of Saskatchewan  98,300  6,210
Praxair, Inc.   3,973,030  158,425
Rohm & Haas Co.   2,479,900  164,912
Schulman (A.), Inc. (g)  2,722,025  57,503
Sealed Air Corp. (a)  1,372,500  46,837
Sekisui Chemical Co. Ltd.   1,619,000  21,129
Trivest 1992 Special Fund Ltd. loan  26.6(k)  2,899
Union Carbide Corp.   584,700  29,016
  1,130,206
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - CONTINUED
IRON & STEEL - 1.9%
AK Steel Holding Corp. (g)  2,606,000 $ 103,914
Allegheny Ludlum Industries, Inc.   328,800  6,083
Bethlehem Steel Corp. (a)(g)  11,258,400  147,767
Birmingham Steel Corp.   398,900  5,884
British Steel PLC:
Ord.   4,050,000  11,746
 ADR (final installment)  286,800  8,461
Carpenter Technology Corp.   530,600  20,428
Dofasco, Inc.   2,600,800  38,507
Inland Steel Industries, Inc. (g)  4,877,200  120,711
J & L Specialty Steel, Inc.   845,000  14,471
Kobe Steel Ltd. Ord. (a)  2,733,000  8,433
LTV Corp.  4,233,181  55,031
LTV Corp. (warrants) (a)  1,013,857  2,154
Mueller Industries, Inc. (a)(g)  1,088,600  38,509
Nucor Corp.   4,177,200  246,977
USX-U.S. Steel Group (g)  6,468,000  223,955
WHX Corp. (a)(g)  1,682,200  18,925
Worthington Industries, Inc.   1,043,000  20,730
  1,092,686
METALS & MINING - 1.4%
Alcan Aluminium Ltd.   6,178,114  199,990
Alumax, Inc.   800,000  28,300
Aluminum Co. of America  3,286,500  205,817
ASARCO, Inc.   582,200  20,377
Broken Hill Proprietary Co. Ltd. (The)  3,810,500  54,313
Cyprus Amax Minerals Co.   866,300  24,473
Freeport-McMoRan Copper & Gold, Inc. Class B  731,800  23,143
Freeport-McMoRan, Inc. par $0.01  40,000  1,595
Inco Ltd.   231,000  7,308
Kaiser Aluminum Corp. (a)  22,600  347
Noranda, Inc.   3,150,231  66,632
Phelps Dodge Corp.   994,000  68,213
RTZ PLC Ord.   2,716,000  39,345
Reynolds Metals Co.   707,100  41,807
  781,660
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - CONTINUED
PACKAGING & CONTAINERS - 0.1%
Ball Corp.   433,350 $ 13,434
Corning, Inc.   446,600  15,630
Crown Cork & Seal Co., Inc.   150,000  7,313
Crown Packaging Holdings Ltd. (warrants) (a)  5,000  40
  36,417
PAPER & FOREST PRODUCTS - 0.9%
Albany International Corp. Class A  1,428,800  28,576
Champion International Corp.   463,100  20,955
Georgia-Pacific Corp.   2,302,900  159,764
International Paper Co.   4,817,000  189,669
Louisiana-Pacific Corp.   3,120,600  76,065
Potlatch Corp.   11,100  475
Union Camp Corp.   125,000  6,203
Weyerhaeuser Co.   802,000  36,992
  518,699
TOTAL BASIC INDUSTRIES   3,559,668
CONGLOMERATES - 1.1%
Allied-Signal, Inc.   2,138,200  126,421
American Standard Companies, Inc. (a)  712,700  20,846
Brascan Ltd. Class A  1,148,600  20,809
Crane Co.   835,700  33,741
ITT Industries, Inc.   944,400  24,082
Mark IV Industries, Inc. (g)  5,372,828  118,202
Suncor, Inc.   1,102,000  34,963
Textron, Inc.   624,300  49,944
Tyco International Ltd.   3,482,900  124,515
United Technologies Corp.   420,300  47,179
  600,702
CONSTRUCTION & REAL ESTATE - 3.7%
BUILDING MATERIALS - 2.3%
Armstrong World Industries, Inc.  1,546,400  96,070
Carlisle Companies, Inc. (g)  1,081,400  46,906
Centex Construction Products, Inc. (g)  1,559,000  21,241
Lafarge Corp. (g)  5,451,811  102,903
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
BUILDING MATERIALS - CONTINUED
Manville Corp. (a)  1,024,600 $ 14,344
Masco Corp.   6,855,800  198,818
Medusa Corp. (g)  1,645,900  50,406
National House Industrial Co. Ltd.   301,000  5,107
Owens-Corning (a)(g)  4,361,600  175,009
Premdor, Inc. (a)(g)  3,008,900  21,306
Sherwin-Williams Co. (g)  5,821,460  258,329
Southdown, Inc. (g)  1,538,300  36,342
Texas Industries, Inc. (g)  1,248,900  79,461
Tostem Corp.   237,000  7,379
USG Corp. (g)  3,792,000  96,222
United Dominion Industries Ltd.   1,958,200  47,541
Vulcan Materials Co.   809,500  45,838
  1,303,222
CONSTRUCTION - 0.7%
Centex Corp. (g)  1,834,700  56,876
Clayton Homes, Inc.   1,263,750  26,381
Daiwa House Industry Co. Ltd.   1,394,000  21,831
Daito Trust Construction  179,100  2,154
Jacobs Engineering Group, Inc. (a)  355,900  10,054
Kaufman & Broad Home Corp.   1,482,200  23,715
Lennar Corp.   925,300  23,017
Oakwood Homes Corp. (g)  1,970,600  97,791
Pulte Corp. (g)  2,695,300  72,436
Sekisui House Ltd.   2,590,000  32,352
Sumitomo Forestry Co. Ltd.   151,000  2,308
Toll Brothers, Inc. (a)(g)  3,040,700  52,452
  421,367
ENGINEERING - 0.7%
Fluor Corp. (g)  4,677,800  319,260
Foster Wheeler Corp.   1,352,900  60,035
  379,295
TOTAL CONSTRUCTION & REAL ESTATE   2,103,884
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - 9.4%
AUTOS, TIRES, & ACCESSORIES - 7.3%
Autozone, Inc. (a)  3,092,900 $ 104,772
Borg-Warner Automotive, Inc.   808,800  26,893
Chrysler Corp. (g)  19,208,900  1,195,751
Cooper Tire & Rubber Co.   798,400  20,559
Cummins Engine Co., Inc.   706,800  28,537
Dana Corp.   3,915,500  130,680
Danaher Corp.   1,992,400  73,719
Eaton Corp.   938,700  56,557
Echlin, Inc. (g)  4,961,700  179,862
Ford Motor Co.   3,100,000  106,563
General Motors Corp.   22,423,059  1,194,028
Genuine Parts Co.   2,838,100  127,715
Goodyear Tire & Rubber Co.   5,944,000  303,144
Honda Motor Co. Ltd.   2,747,000  59,665
Johnson Controls, Inc.   1,360,100  101,497
Lear Seating Corp. (a)  1,078,500  35,186
Magna International, Inc. Class A  2,290,530  106,164
NACCO Industries, Inc. Class A (g)  818,846  46,572
Navistar International Corp. (a)  359,900  3,734
Pep Boys-Manny, Moe & Jack  1,001,200  33,540
Smith (A.O.) Corp. Class B (g)  1,900,600  44,902
TRW, Inc.   686,700  61,202
Toyota Motor Corp.   4,220,000  92,838
  4,134,080
CONSUMER ELECTRONICS - 1.2%
Black & Decker Corp. (g)  7,228,400  273,776
Harman International Industries, Inc.  424,890  15,933
Maytag Co. (g)  7,148,800  144,763
Newell Co.   371,200  9,930
Sony Corp.   1,845,500  109,930
Sunbeam-Oster, Inc.   1,203,000  20,451
Whirlpool Corp.   1,627,800  89,936
  664,719
HOME FURNISHINGS - 0.3%
Leggett & Platt, Inc. (g)  8,088,700  185,029
Polyvision Corp. (a)  19,260  42
  185,071
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - 0.6%
Adidas AG (a)(i)  80,000 $ 5,851
Fila Holding Spa sponsored ADR  779,000  49,759
Jones Apparel Group, Inc. (a)  352,400  17,091
Liz Claiborne, Inc.   1,247,800  42,737
NIKE, Inc. Class B  122,700  9,969
Nine West Group, Inc. (a)  629,900  27,243
Shaw Industries, Inc. (g)  7,062,300  77,685
Tommy Hilfiger (a)  1,383,500  63,469
Warnaco Group, Inc. Class A  202,400  4,883
  298,687
TOTAL DURABLES   5,282,557
ENERGY - 10.7%
ENERGY SERVICES - 2.3%
Baker Hughes, Inc.   3,167,200  92,641
Dresser Industries, Inc. (g)  9,926,200  302,749
ENSCO International, Inc. (a)(g)  3,096,900  86,326
Global Marine, Inc. (a)(g)  12,845,400  128,454
Halliburton Co.   1,699,000  96,631
Nabors Industries, Inc. (a)  2,765,100  39,403
Noble Drilling Corp. (a)  2,877,700  35,612
Parker Drilling Co.   1,745,700  12,220
Rowan Companies, Inc. (a)  3,187,200  40,637
Schlumberger Ltd.   3,611,200  285,736
Sonat Offshore Drilling, Inc.   987,400  50,357
Tidewater, Inc. (g)  3,270,970  124,297
  1,295,063
OIL & GAS - 8.4%
Amerada Hess Corp.   413,800  22,759
Amoco Corp.   4,176,200  301,730
Anadarko Petroleum Corp.   2,027,200  112,510
Apache Corp. (g)  7,737,215  207,938
Atlantic Richfield Co.   2,254,600  268,297
British Petroleum PLC:
Ord.   22,743,300  198,932
 ADR  1,591,100  169,054
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Burlington Resources, Inc.   3,933,500 $ 146,031
Canadian Natural Resources Ltd. (a)(g)  4,551,300  78,687
Canada Occidental Petroleum Ltd.   2,990,200  101,195
Chevron Corp.   3,404,100  191,055
Devon Energy Corp.   904,100  21,246
Enron Oil & Gas Co.   7,598,200  200,403
Exxon Corp.   6,065,300  495,080
Kerr-McGee Corp.   144,900  9,201
Mobil Corp.   2,740,100  317,509
Noble Affiliates, Inc. (g)  5,006,600  162,715
Occidental Petroleum Corp.   7,667,700  205,111
Parker & Parsley Petroleum Co. (g)  1,765,200  40,600
Phillips Petroleum Co.   2,250,400  88,891
Poco Petroleums Ltd. (a)  3,106,700  26,570
Pogo Producing Co.   1,434,764  44,836
Renaissance Energy Ltd. (a)(g)  8,731,300  229,644
Renaissance Energy Ltd. (a)(i)  765,000  20,120
Royal Dutch Petroleum Co.   3,447,400  486,946
Seagull Energy Corp. (a)(g)  1,933,000  43,734
Snyder Oil Corp.   1,262,000  10,569
Talisman Energy, Inc. (a)  3,516,200  80,516
Texaco, Inc.   2,667,700  229,422
Triton Energy Ltd. Class A  490,000  27,318
Union Pacific Resources Group, Inc.   1,654,400  43,842
Unocal Corp.   4,334,900  144,677
  4,727,138
TOTAL ENERGY   6,022,201
FINANCE - 8.0%
BANKS - 0.9%
Asahi Bank Ltd. ADR  1,609,000  19,199
Chemical Banking Corp.  66,900  4,783
Dai-Ichi Kangyo Bank  2,513,000  48,960
Fuji Bank Ltd.   2,758,000  59,903
Industrial Bank of Japan  1,639,000  45,072
Mitsubishi Bank of Japan  4,822,350  101,594
Mitsubishi Trust & Banking Corp.   1,503,000  23,818
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Mitsui Trust and Banking  1,532,000 $ 17,137
Sakura Bank Ltd.   2,604,000  29,614
Sanwa Bank Ltd.   1,884,000  37,759
Sumitomo Bank Ltd.   3,480,000  70,070
Sumitomo Trust & Banking Co. Ltd.   1,706,000  23,377
Tokai Bank Ltd.  1,229,000  15,237
  496,523
CREDIT & OTHER FINANCE - 0.3%
Acom Co. Ltd.   96,300  3,707
Equitable Companies, Inc.   2,416,100  58,590
Green Tree Financial Corp.   794,500  27,311
Greenpoint Financial Corp.   1,123,400  30,894
Household International, Inc.   451,712  30,378
Non-Performing Mortgage Loan Trust (a)  961  48
  150,928
FEDERAL SPONSORED CREDIT - 1.6%
Federal Home Loan Mortgage Corp.   4,405,400  375,560
Federal National Mortgage Association  14,748,000  470,093
Student Loan Marketing Association  721,200  55,172
  900,825
INSURANCE - 4.5%
Aetna Life & Casualty Co.   1,665,200  125,723
Allstate Corp.   6,713,700  282,815
American International Group, Inc.   4,919,500  460,587
CIGNA Corp.  3,706,500  423,468
Chubb Corp. (The)  2,793,500  262,240
Conseco, Inc.   299,500  21,676
Equitable Iowa Companies (g)  1,823,100  65,176
General Re Corp.   1,834,000  267,306
ITT Hartford Group, Inc.   443,500  21,732
Lincoln National Corp.   528,700  26,832
MBIA, Inc.   1,146,600  85,995
MGIC Investment Corp.   878,900  47,900
Mid Ocean Ltd.   1,101,800  42,557
Old Republic International Corp.   298,200  9,692
Reliastar Financial Corp.   1,644,700  74,423
SAFECO Corp.   112,400  3,765
SunAmerica, Inc.   1,486,850  74,900
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Tokio Marine & Fire Insurance Co. Ltd. (The)  3,674,000 $ 47,605
Transatlantic Holdings, Inc.   248,600  16,967
Travelers, Inc. (The)  1,769,630  116,796
UNUM Corp.   423,600  25,204
USLife Corp.  1,516,700  44,553
  2,547,912
SAVINGS & LOANS - 0.1%
Charter One Financial Corp.   1,344,560  45,379
Washington Mutual, Inc.   1,258,400  37,437
  82,816
SECURITIES INDUSTRY - 0.6%
Bear Stearns Companies, Inc.   250,073  6,189
Daiwa Securities Co. Ltd.   3,422,000  51,996
Edwards (A.G.), Inc.   202,400  5,035
Nikko Securities Co. Ltd.   4,437,000  56,251
Nomura Securities Co. Ltd.   5,142,000  112,642
PaineWebber Group, Inc.   1,553,775  34,183
Quick & Reilly Group, Inc. (The)  10,000  295
Salomon, Inc.   912,500  34,219
Yamaichi Securities Co. Ltd.   5,109,000  39,291
  340,101
TOTAL FINANCE   4,519,105
HEALTH - 1.8%
DRUGS & PHARMACEUTICALS - 0.4%
Genentech, Inc. special (a)  695,100  36,580
Pfizer, Inc.   2,018,300  135,226
Sigma Aldrich Corp.   170,700  9,773
Takeda Chemical Industries Ltd.   1,412,000  21,981
Yamanouchi Pharmaceutical Co. Ltd.   798,000  17,704
  221,264
MEDICAL EQUIPMENT & SUPPLIES - 0.1%
Pall Corp.   1,492,300  38,240
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - 1.3%
Columbia/HCA Healthcare Corp.   9,234,102 $ 533,270
HEALTHSOUTH Rehabilitation Corp. (a)  2,942,700  100,052
Health Management Associates, Inc. Class A (a)  146,637  5,132
OrNda Healthcorp (a)  1,022,900  29,408
Tenet Healthcare Corp.   1,419,300  29,805
Vencor, Inc. (a)  2,494,769  86,070
  783,737
TOTAL HEALTH   1,043,241
HOLDING COMPANIES - 0.6%
CINergy Corp.   776,000  23,280
Leucadia National Corp.   37,600  935
Norfolk Southern Corp.   3,486,700  296,370
  320,585
INDUSTRIAL MACHINERY & EQUIPMENT - 8.4%
ELECTRICAL EQUIPMENT - 1.2%
Amphenol Corp. Class A (a)  1,176,000  27,489
Anixter International, Inc. (a)  171,800  2,899
Asea AB:
sponsored ADR  45,100  4,657
 Series A  125,750  13,060
Emerson Electric Co.   4,618,100  372,912
General Electric Co.   1,093,200  85,133
General Signal Corp.  2,352,600  85,282
Grainger (W.W.), Inc.   101,900  6,840
Honeywell, Inc.   901,800  49,824
Omron Corp.   1,320,000  29,162
  677,258
INDUSTRIAL MACHINERY & EQUIPMENT - 7.2%
AGCO Corp. (g)  3,354,700  80,932
Briggs & Stratton Corp.   429,000  18,501
Case Corp. (g)  6,916,000  351,852
Caterpillar, Inc. (g)  15,532,400  1,056,203
Cincinnati Milacron, Inc. (g)  3,390,500  89,001
Deere & Co. (g)  18,816,600  785,593
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Dover Corp.   644,400 $ 29,481
Duriron Co., Inc. (g)  1,623,900  44,657
Global Industrial Technologies, Inc.   358,300  8,599
Greenfield Industries, Inc. (g)  1,290,500  44,684
Harnischfeger Industries, Inc.   1,459,500  56,556
IDEX Corp. (g)  1,268,550  49,315
Illinois Tool Works, Inc.   4,788,200  309,437
Ingersoll-Rand Co. (g)  7,405,200  301,762
Kaydon Corp. (g)  886,900  31,042
Kennametal, Inc. (g)  2,663,354  96,214
Parker-Hannifin Corp. (g)  5,506,650  206,499
Singer Co.  722,000  19,223
Stanley Works  200,000  11,000
Thermadyne Holdings Corp. (a)  2,788  52
Timken Co.   1,472,001  67,896
Toro Co.   543,700  17,466
TRINOVA Corp. (g)  2,877,400  91,717
UCAR International, Inc. (a)(g)  3,532,200  137,314
Varity Corp. (a)(g)  3,869,600  167,360
  4,072,356
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   4,749,614
MEDIA & LEISURE - 1.5%
BROADCASTING - 0.2%
Comcast Corp. Class A special  459,300  8,124
TCI Group Class A  1,691,500  31,398
Time Warner, Inc.   1,640,265  67,046
  106,568
ENTERTAINMENT - 0.0%
Carnival Cruise Lines, Inc. Class A  890,900  24,500
LEISURE DURABLES & TOYS - 0.2%
Callaway Golf Co.   1,818,200  48,637
Mattel, Inc.   2,179,168  59,110
  107,747
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - 1.0%
Bally Gaming International, Inc. (warrants) (a)  225,000 $ 675
Bally's Grand, Inc. (warrants) (a)  61,691  640
Hilton Hotels Corp.   1,104,300  103,804
Host Marriott Corp. (g)  15,660,500  211,418
ITT Corp.  2,576,500  154,590
La Quinta Motor Inns, Inc.   1,731,612  50,866
Maritime Group Ltd. (warrants) (a)  17,040  -
Prime Hospitality Corp. (a)(g)  3,077,600  41,932
Sun International Hotels Ltd. Ord. (a)  698  25
  563,950
PUBLISHING - 0.1%
Dun & Bradstreet Corp.   464,300  28,148
Harcourt General, Inc.   440,800  20,001
  48,149
RESTAURANTS - 0.0%
Host Marriott Services Corp. (a)(g)  3,132,100  21,925
TOTAL MEDIA & LEISURE   872,839
NONDURABLES - 0.3%
AGRICULTURE - 0.1%
Pioneer Hi-Bred International, Inc.   999,100  52,578
BEVERAGES - 0.0%
Heileman G Brewing, Inc. Unit Class 1 (non-vtg.) (a)(h)  340  340
HOUSEHOLD PRODUCTS - 0.1%
Premark International, Inc.   537,100  28,802
TOBACCO - 0.1%
Philip Morris Companies, Inc.   882,800  77,465
TOTAL NONDURABLES   159,185
PRECIOUS METALS - 0.6%
Barrick Gold Corp.   3,090,400  94,355
Echo Bay Mines Ltd.   1,996,114  27,535
Homestake Mining Co.   975,900  18,908
Newmont Gold Co.   205,300  11,522
Newmont Mining Corp.   2,003,000  113,420
Placer Dome, Inc.   2,434,900  69,863
Santa Fe Pacific Gold Corp.   570,200  9,123
  344,726
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - 3.3%
APPAREL STORES - 0.1%
Dylex Ltd. (a)  16,128 $ 21
Dylex Ltd. (warrants) (a)  5,289  1
Gap, Inc.   1,459,800  80,836
Lamonts Apparel, Inc. (a):
(New)  143,486  37
 (warrants)  264,824  -
  80,895
DRUG STORES - 0.3%
Eckerd Corp. (a)  53,500  2,575
General Nutrition Companies, Inc. (a)  1,047,900  26,198
Revco (D.S.), Inc. (a)(g)  3,913,297  107,616
Rite Aid Corp.   949,900  29,328
  165,717
GENERAL MERCHANDISE STORES - 0.6%
Consolidated Stores Corp. (a)  1,523,200  51,027
Federated Department Stores, Inc. (a)  2,325,400  74,993
Federated Department Stores, Inc. Class C (warrants) (a)  341,542  4,227
Federated Department Stores, Inc. Class D (warrants) (a)  341,542  4,099
Hills Stores Co. (a)  2,979  35
Ito-Yokado Co. Ltd. sponsored ADR  623,000  36,878
May Department Stores Co. (The)  1,081,150  52,165
Price/Costco, Inc. (a)  1,146,800  21,503
Sears, Roebuck & Co.   1,520,800  74,139
  319,066
GROCERY STORES - 0.5%
Food 4 Less Holdings, Inc. (warrants) (a)(h)  1,169  29
Great Atlantic & Pacific Tea Co., Inc.   832,100  25,795
Grand Union Capital Corp. Class B (a)  6,979  -
Kroger Co. (The) (a)  161,900  6,557
Safeway, Inc. (a)  5,206,200  148,377
Stop & Shop Companies, Inc. (a)(g)  3,766,100  124,281
  305,039
RETAIL & WHOLESALE, MISCELLANEOUS - 1.8%
Barnes & Noble, Inc. (a)  880,900  30,611
Bed Bath & Beyond, Inc. (a)  54,200  2,859
Circuit City Stores, Inc.   59,900  1,790
Home Depot, Inc. (The)  7,900,350  378,229
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Lowe's Companies, Inc.   7,361,700 $ 263,181
Officemax, Inc. (a)  1,077,500  26,129
PETsMART, Inc. (a)   886,900  32,150
Staples, Inc. (a)  2,434,600  49,605
Sunglass Hut International, Inc. (a)  1,202,600  39,836
Tandy Corp.   574,000  26,548
Toys "R" Us, Inc. (a)  4,613,410  124,562
Uny Co. Ltd.   262,000  4,763
Viking Office Products, Inc. (a)  674,000  37,491
  1,017,754
TOTAL RETAIL & WHOLESALE   1,888,471
SERVICES - 1.1%
ADVERTISING - 0.4%
Omnicom Group, Inc. (g)  5,418,688  243,841
PRINTING - 0.1%
Bowne & Co., Inc. (g)  1,675,000  30,569
Donnelley (R.R.) & Sons Co.   337,600  11,647
Wallace Computer Services, Inc.   337,200  19,684
  61,900
SERVICES - 0.6%
CDI Corp. (a)  702,500  18,792
Interim Services, Inc. (a)(g)  816,400  31,227
Loewen Group, Inc.   475,000  13,978
Manpower, Inc. (g)  4,655,900  144,333
Robert Half International, Inc. (a)(g)  1,955,000  95,062
Service Corp. International  50,000  2,438
  305,830
TOTAL SERVICES   611,571
TECHNOLOGY - 3.5%
COMMUNICATIONS EQUIPMENT - 0.2%
ADC Telecommunications, Inc. (a)   20,200  697
Cisco Systems, Inc. (a)  2,033,900  94,322
Newbridge Networks Corp. (a)  767,100  43,149
  138,168
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - 0.8%
American Management Systems, Inc. (a)  262,500 $ 6,694
Ascend Communications, Inc. (a)  258,200  13,911
Automatic Data Processing, Inc.   2,349,000  92,490
Ceridian Corp. (a)  750,700  32,280
Computer Sciences Corp. (a)  872,000  61,367
Continuum Co., Inc. (a)(g)  1,422,500  59,212
ECI Telecom Ltd.   1,518,400  33,974
General Motors Corp. Class E  646,500  36,851
HBO & Co.   281,100  26,494
Oracle Systems Corp. (a)  823,100  38,789
Parametric Technology Corp. (a)  1,278,400  50,017
  452,079
COMPUTERS & OFFICE EQUIPMENT - 2.1%
Adaptec, Inc. (a)  683,300  32,969
Comdisco, Inc. (g)  4,278,350  94,658
Diebold, Inc.   1,214,400  48,121
Digital Equipment Corp. (a)(g)  14,272,800  786,788
Exabyte Corp. (a)  482,300  7,868
Intergraph Corp. (a)  1,960,500  31,368
International Business Machines Corp.   708,000  78,677
Pitney Bowes, Inc.   1,606,400  78,714
Seagate Technology (a)  267,017  14,619
Symbol Technologies, Inc. (a)  117,700  4,134
Xerox Corp.   143,200  17,972
  1,195,888
ELECTRONIC INSTRUMENTS - 0.0%
Analogic Corp.  538,300  10,093
Perkin-Elmer Corp.   292,300  15,821
  25,914
ELECTRONICS - 0.3%
Alpine Group, Inc.   33,908  144
AMP, Inc.   1,101,500  45,573
Analog Devices, Inc. (a)  1,196,700  33,508
Atmel Corp. (a)  1,465,982  37,383
Augat, Inc.   708,220  12,394
Aura Systems, Inc. (a)  1,743  9
Berg Electronics Holdings Corp. (a)(i)  218,280  1,259
Linear Technology Corp.   367,200  15,331
  145,601
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
PHOTOGRAPHIC EQUIPMENT - 0.1%
Fuji Photo Film Co. Ltd.   1,058,000 $ 30,179
Konica Corp.   930,000  6,580
  36,759
TOTAL TECHNOLOGY   1,994,409
TRANSPORTATION - 5.0%
AIR TRANSPORTATION - 1.2%
British Airways PLC Ord.   750,000  6,125
Comair Holdings, Inc.  1,461,750  50,796
Delta Air Lines, Inc.   1,462,400  112,422
KLM Royal Dutch Air Lines NV (NY Reg.)  2,146,330  74,585
KLM Royal Dutch Air Lines NV  1,049,177  36,485
Northwest Airlines Corp. Class A (a)  4,702,400  240,998
UAL Corp. (a)  371,400  77,437
USAir Group, Inc. (a)(g)  4,835,800  88,253
  687,101
RAILROADS - 3.4%
Bombardier, Inc. Class B  5,153,100  76,297
Burlington Northern Santa Fe Corp.   3,268,440  268,421
CSX Corp. (g)  15,434,300  704,190
Conrail, Inc. (g)  7,080,500  507,140
Illinois Central Corp., Series A (g)  3,110,964  88,662
Trinity Industries, Inc. (g)  3,773,500  131,601
Union Pacific Corp.   1,260,000  86,468
Wisconsin Central Transportation Corp. (a)  697,100  46,357
  1,909,136
TRUCKING & FREIGHT - 0.4%
American Freightways Corp. (a)  1,235,300  15,904
Consolidated Freightways, Inc.   1,139,300  29,195
Federal Express Corp. (a)  135,700  9,482
Fritz Companies, Inc. (a)  907,800  35,404
Landstar System, Inc. (a)(g)  1,201,200  30,030
Pittston Co.:
(Brinks Group)  1,754,400  46,930
 (Burlington Group)  877,200  17,215
Swift Transportation Co., Inc. (a)(g)  2,460,100  43,667
TNT Freightways Corp.   722,600  16,439
Werner Enterprises, Inc.   2,500  60
  244,326
TOTAL TRANSPORTATION   2,840,563
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UTILITIES - 3.8%
ELECTRIC UTILITY - 0.5%
Allegheny Power System, Inc.   25,000 $ 759
American Electric Power Co., Inc.   1,345,500  56,173
DTE Energy Co.   729,800  24,540
El Paso Electric Co. (a)  2,017,968  11,225
Entergy Corp.  2,910,000  81,480
NIPSCO Industries, Inc.   130,000  4,843
Pinnacle West Capital Corp.   145,000  4,187
Southern Co.   2,504,700  59,800
Texas Utilities Co.   755,300  31,251
  274,258
GAS - 0.7%
Enron Corp.   1,882,800  69,428
Pacific Enterprises  500,800  12,958
Panhandle Eastern Corp.   411,100  12,795
Questar Corp.   558,200  18,421
Sonat, Inc. (g)  6,475,900  233,132
Williams Companies, Inc.   419,800  21,147
  367,881
TELEPHONE SERVICES - 2.6%
AT&T Corp.   5,820,500  356,506
Ameritech Corp.  2,429,700  132,419
Bell Atlantic Corp.   2,994,600  184,917
BellSouth Corp.   4,241,200  156,924
Frontier Corp.   1,902,300  59,922
GTE Corp.   1,333,300  58,499
LCI International, Inc. (a)  563,100  13,796
MCI Communications Corp.   1,970,100  59,596
NYNEX Corp.   3,171,700  158,189
SBC Communications, Inc.   2,392,100  125,884
U.S. West, Inc.   1,915,400  62,011
WorldCom, Inc. (a)  2,613,900  120,239
  1,488,902
TOTAL UTILITIES   2,131,041
TOTAL COMMON STOCKS
(Cost $33,018,794)   39,536,773
PREFERRED STOCKS - 0.0%
 SHARES VALUE (NOTE 1)
  (000S)
CONVERTIBLE PREFERRED STOCKS - 0.0%
RETAIL & WHOLESALE - 0.0%
GENERAL MERCHANDISE STORES - 0.0%
Hills Stores, Series A (a)  2,581 $ 30
NONCONVERTIBLE PREFERRED STOCKS - 0.0%
DURABLES - 0.0%
AUTOS, TIRES, & ACCESSORIES - 0.0%
Harvard Industries, Inc. pay-in-kind 14.25%  54,223  1,437
INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%
ELECTRICAL EQUIPMENT - 0.0%
Ampex Corp. 8% (a)(h)  4,415  2,998
TOTAL NONCONVERTIBLE PREFERRED STOCKS   4,435
TOTAL PREFERRED STOCKS
(Cost $3,757)   4,465
CORPORATE BONDS - 0.2%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (D) (000S) (000S)
CONVERTIBLE BONDS - 0.0%
BASIC INDUSTRIES - 0.0%
PAPER & FOREST PRODUCTS - 0.0%
Repap Enterprises, Inc.:
8 1/2%, 8/1/97  - $ 250  246
 9%, 6/30/98  - CAD 12,900  9,443
TOTAL BASIC INDUSTRIES   9,689
FINANCE - 0.0%
CREDIT & OTHER FINANCE - 0.0%
Polly Peck International PLC euro 
7 1/4%, 1/4/05 (c)  -  1,300  59
RETAIL & WHOLESALE - 0.0%
DRUG STORES - 0.0%
Big B, Inc. 6 1/2%, 3/15/03  B2  3,500  3,439
TOTAL CONVERTIBLE BONDS   13,187
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (D) (000S) (000S)
NONCONVERTIBLE BONDS - 0.2%
BASIC INDUSTRIES - 0.1%
CHEMICALS & PLASTICS - 0.0%
IMC Fertilizer Group, Inc. 9 1/4%, 10/1/00  Ba3 $ 3,950 $ 4,098
Trans Resources, Inc.:
14 1/2%, 9/1/96  B2  5,000  5,100
 11 7/8%, 7/1/02 (i)  B2  2,500  2,225
  11,423
PACKAGING & CONTAINERS - 0.0%
Crown Packaging Ltd., Series B, 10 3/4%, 
11/1/00  B3  3,000  2,790
Crown Packaging Holdings Ltd., Series B, 0%, 
11/1/03 (f)  Caa  14,480  6,226
  9,016
PAPER & FOREST PRODUCTS - 0.1%
Stone Container Corp.:
10 3/4%, 6/15/97  B2  5,770  5,885
 11 7/8%, 12/1/98  B1  6,330  6,616
  12,501
TOTAL BASIC INDUSTRIES   32,940
INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%
INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%
Thermadyne Holdings Corp.:
10 1/4%, 5/1/02  B3  632  634
 10 3/4%, 11/1/03  Caa  1,957  1,961
  2,595
POLLUTION CONTROL - 0.0%
Envirosource, Inc. 9 3/4%, 6/15/03  B3  2,400  2,184
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   4,779
MEDIA & LEISURE - 0.1%
BROADCASTING - 0.1%
Citicasters, Inc. 9 3/4%, 2/15/04  B-  18,750  19,125
Robin Media Group, Inc. 11 1/8%, 4/1/97  -  10,000  9,900
SCI Television, Inc. secured 7 1/2%, 
6/30/98 (j)  -  3,879  3,879
  32,904
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (D) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - 0.0%
Bally Gaming International, Inc. 
10 3/8%, 7/15/98  - $ 7,500 $ 7,725
Maritime Group Ltd. pay-in-kind 14%, 2/15/97 (b)  -  1,571  283
  8,008
TOTAL MEDIA & LEISURE   40,912
RETAIL & WHOLESALE - 0.0%
APPAREL STORES - 0.0%
Lamonts Apparel, Inc. 10 1/4%, 11/1/99 (b)(i)  -  8,804  396
TOTAL NONCONVERTIBLE BONDS   79,027
TOTAL CORPORATE BONDS
(Cost $102,315)   92,214
U.S. TREASURY OBLIGATIONS - 21.3%
U.S. Treasury Bills, yield at date of purchase 5.03%
to 5.10%, 4/4/96 to 4/25/96 (l)  Aaa  1,400,000  1,397,231
Stripped Principal:
0%, 2/15/19  Aaa  950,000  191,539
 0%, 8/15/19  Aaa  600,000  117,072
 0%, 2/15/20  Aaa  100,000  18,798
 0%, 8/15/20  Aaa  950,000  172,644
 0%,11/15/21  Aaa  400,000  67,196
7 7/8%, 11/15/04  Aaa  235,000  258,010
7 1/2%, 2/15/05  Aaa  357,000  383,104
6 1/2%, 5/15/05  Aaa  468,700  471,775
5 7/8%, 11/15/05  Aaa  2,520,000  2,428,650
7 1/4%, 8/15/22  Aaa  322,500  336,709
7 5/8%, 11/15/22  Aaa  120,000  130,856
7 1/4%, 2/15/23  Aaa  440,775  454,479
6 1/4%, 8/15/23  Aaa  1,598,140  1,477,528
7 1/2%, 11/15/24  Aaa  463,130  500,903
7 5/8%, 2/15/25  Aaa  877,130  965,255
6 7/8%, 8/15/25  Aaa  1,459,940  1,482,744
6%, 2/15/26  Aaa  1,247,000  1,139,247
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $12,549,943)   11,993,740
COMMERCIAL MORTGAGE SECURITIES - 0.0%
 MOODY'S RATINGS (E) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (D) (000S) (000S)
Bardell Associates Note Trust 
12 1/2%, 11/1/08 (h)(Cost $4,812)  - $ 4,734 $ 4,810
FOREIGN GOVERNMENT OBLIGATIONS  - 0.0%
Argentina Republic BOTE 1
0.3830%, 5/31/96 (j) (Cost $517)  B1  15,000  598
REPURCHASE AGREEMENTS - 8.5%
 MATURITY 
 AMOUNT (000S)
Investments in repurchase agreements 
(U.S. Treasury obligations) in a 
joint trading account at 5.40%, 
dated 3/29/96 due 4/1/96  $ 4,810,527  4,808,363
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $50,488,501)  $ 56,440,963
FUTURES CONTRACTS 
 DOLLAR AMOUNTS IN THOUSANDS  EXPIRATION UNDERLYING FACE UNREALIZED
   DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
439 S&P 500 Futures Contracts   June, 1996 $ 142,949 $ 337
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES: 0.3%
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
LEGEND
(1.) Non-income producing
(2.) Non-income producing - issuer filed for protection under the Federal
Bankruptcy Code or is in default of interest payment.
(3.) Non-income producing - the company moved to seek a court appointed
administrator under British bankruptcy law.
(4.) Principal amount is stated in United States dollars unless otherwise
noted.
(5.) Standard & Poor's credit ratings are used in the absence of a rating
by Moody's Investors Service, Inc.
(6.) Debt obligation initially issued in zero coupon form which converts to
coupon form at a specified rate and date.
(7.) Affiliated company (see Note 8 of Notes to Financial Statements).
(8.) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements). 
Additional information on each holding is as follows:
 ACQUISITION ACQUISITION
SECURITY DATE COST (000S)
Ampex Corp. 8% 2/16/95 $ 2,318
Atlantis Group, Inc.
 (Trivest/Winston) 4/16/93 $ 90
Bardell Associates
 Note Trust 12 1/2%
 11/1/08 4/19/94 $ 4,812
Food 4 Less Holdings,
 Inc. (warrants) 5/17/93 $ 0
Heileman G Brewing,
 Inc. Unit Class 1
 (non-vtg.) 1/21/94 $ 6,800
(9.) 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 $29,851,000 or 0.1% of net
assets.
(10.) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(11.) Represents number of units held.
(12.) A portion of the security was pledged to cover margin requirements
for futures contracts. At the period end, the value of securities pledged
amounted to $6,000,000.
INCOME TAX INFORMATION
At March 31, 1996, the aggregate cost of investment securities for income
tax purposes was $50,602,782,000. Net unrealized appreciation aggregated
$5,838,181,000, of which $6,876,101,000 related to appreciated investment
securities and $1,037,920,000 related to depreciated investment securities. 
The fund hereby designates approximately $540,535,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                               <C>          <C>            
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) MARCH 31, 1996                                
 
ASSETS                                                                                        
 
Investment in securities, at value (including repurchase                       $ 56,440,963   
agreements of $4,808,363) (cost $50,488,501) -                                                
See accompanying schedule                                                                     
 
Receivable for investments sold                                                 1,841,552     
 
Receivable for fund shares sold                                                 113,737       
 
Dividends receivable                                                            53,586        
 
Interest receivable                                                             147,304       
 
Receivable for daily variation on futures contracts                             337           
 
Other receivables                                                               9,958         
 
U.S. Treasury obligations, at value, held as collateral for                     1,692,108     
securities loaned                                                                             
 
 TOTAL ASSETS                                                                   60,299,545    
 
LIABILITIES                                                                                   
 
Payable to custodian bank                                         $ 6,431                     
 
Payable for investments purchased                                  2,253,538                  
 
Payable for fund shares redeemed                                   126,329                    
 
Accrued management fee                                             29,698                     
 
Other payables and accrued expenses                                12,328                     
 
Collateral on securities loaned, at value                          1,692,108                  
 
 TOTAL LIABILITIES                                                              4,120,432     
 
NET ASSETS                                                                     $ 56,179,113   
 
Net Assets consist of:                                                                        
 
Paid in capital                                                                $ 41,390,599   
 
Undistributed net investment income                                             340,857       
 
Accumulated undistributed net realized gain (loss) on                           8,494,923     
investments and foreign currency transactions                                                 
 
Net unrealized appreciation (depreciation) on                                   5,952,734     
investments and assets and liabilities in foreign                                             
currencies                                                                                    
 
NET ASSETS, for 641,922 shares outstanding                                     $ 56,179,113   
 
NET ASSET VALUE and redemption price per share                                  $87.52        
($56,179,113 (divided by) 641,922 shares)                                                     
 
Maximum offering price per share (100/97.00 of $87.52)                          $90.23        
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                           <C>            <C>            
AMOUNTS IN THOUSANDS YEAR ENDED MARCH 31, 1996                                              
 
INVESTMENT INCOME                                                            $ 515,374      
Dividends (including $165,619 received from                                                 
affiliated issuers)                                                                         
 
Interest (including income on securities loaned of $4,274)                    430,092       
 
 TOTAL INCOME                                                                 945,466       
 
EXPENSES                                                                                    
 
Management fee                                                $ 308,679                     
Basic fee                                                                                   
 
 Performance adjustment                                        57,715                       
 
Transfer agent fees                                            104,452                      
 
Accounting and security lending fees                           884                          
 
Non-interested trustees' compensation                          279                          
 
Custodian fees and expenses                                    2,196                        
 
Registration fees                                              4,027                        
 
Audit                                                          413                          
 
Legal                                                          323                          
 
Interest                                                       8                            
 
Miscellaneous                                                  303                          
 
 Total expenses before reductions                              479,279                      
 
 Expense reductions                                            (13,061)       466,218       
 
NET INVESTMENT INCOME                                                         479,248       
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                         
Net realized gain (loss) on:                                                                
 
 Investment securities (including realized gain of             12,044,639                   
 $2,038,340 on sales of investments in                                                      
 affiliated issuers)                                                                        
 
 Foreign currency transactions                                 (119)                        
 
 Futures contracts                                             10,454         12,054,974    
 
Change in net unrealized appreciation (depreciation) on:                                    
 
 Investment securities                                         (1,025,096)                  
 
 Assets and liabilities in foreign currencies                  (193)                        
 
 Futures contracts                                             337            (1,024,952)   
 
NET GAIN (LOSS)                                                               11,030,022    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                              $ 11,509,270   
FROM OPERATIONS                                                                             
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>             <C>            
AMOUNTS IN THOUSANDS                                      YEAR ENDED      YEAR ENDED     
                                                          MARCH 31,       MARCH 31,      
                                                          1996            1995           
 
INCREASE (DECREASE) IN NET ASSETS                                                        
 
Operations                                                $ 479,248       $ 140,768      
Net investment income                                                                    
 
 Net realized gain (loss)                                  12,054,974      (631,583)     
 
 Change in net unrealized appreciation (depreciation)      (1,024,952)     3,502,251     
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           11,509,270      3,011,436     
FROM OPERATIONS                                                                          
 
Distributions to shareholders                              (335,078)       (68,245)      
From net investment income                                                               
 
 From net realized gain                                    (2,754,941)     (1,283,877)   
 
 TOTAL DISTRIBUTIONS                                       (3,090,019)     (1,352,122)   
 
Share transactions                                         15,520,173      10,274,501    
Net proceeds from sales of shares                                                        
 
 Reinvestment of distributions                             3,043,476       1,329,944     
 
 Cost of shares redeemed                                   (10,606,293)    (6,580,719)   
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           7,957,356       5,023,726     
FROM SHARE TRANSACTIONS                                                                  
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  16,376,607      6,683,040     
 
NET ASSETS                                                                               
 
 Beginning of period                                       39,802,506      33,119,466    
 
 End of period (including undistributed net investment    $ 56,179,113    $ 39,802,506   
income of $340,857 and $179,833, respectively)                                           
 
OTHER INFORMATION                                                                        
Shares                                                                                   
 
 Sold                                                      180,498         151,903       
 
 Issued in reinvestment of distributions                   36,159          19,889        
 
 Redeemed                                                  (124,164)       (97,417)      
 
 Net increase (decrease)                                   92,493          74,375        
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                               <C>                     <C>        <C>        <C>        <C>        
                                  YEARS ENDED MARCH 31,                                               
 
                                  1996                    1995       1994 C     1993       1992       
 
SELECTED PER-SHARE DATA                                                                               
 
Net asset value, beginning        $ 72.44                 $ 69.72    $ 68.44    $ 68.13    $ 64.84    
of period                                                                                             
 
Income from Investment                                                                                
Operations                                                                                            
 
 Net investment income             .79                     .27        .61        1.20       .81       
 
 Net realized and                  19.57                   5.22       7.92       9.18       9.21      
 unrealized gain (loss)                                                                               
 
 Total from investment             20.36                   5.49       8.53       10.38      10.02     
 operations                                                                                           
 
Less Distributions                 (.59)                   (.14)      (.75)      (1.25)     (1.30)    
From net investment income                                                                            
 
 From net realized gain            (4.69)                  (2.63)     (6.50)     (8.82)     (5.43)    
 
 Total distributions               (5.28)                  (2.77)     (7.25)     (10.07)    (6.73)    
 
Net asset value, end of period    $ 87.52                 $ 72.44    $ 69.72    $ 68.44    $ 68.13    
 
TOTAL RETURN A, B                  28.43%                  8.21%      12.94%     17.06%     16.48%    
 
RATIOS AND SUPPLEMENTAL                                                                               
DATA                                                                                                  
 
Net assets, end of period         $ 56,179                $ 39,803   $ 33,119   $ 24,886   $ 19,824   
(in millions)                                                                                         
 
Ratio of expenses to average       .95%                    .99%       1.00%      1.00%      1.05%     
net assets                                                                                            
 
Ratio of expenses to average       .92%                    .96%       .99%       1.00%      1.05%     
net assets after expense          D                       D          D                                
reductions                                                                                            
 
Ratio of net investment income     .95%                    .39%       1.07%      2.11%      1.57%     
to average net assets                                                                                 
 
Portfolio turnover rate            155%                    120%       132%       155%       172%      
 
</TABLE>
 
A TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 7 OF NOTES 
TO FINANCIAL STATEMENTS).
C EFFECTIVE APRIL 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION 
OF INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY 
REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES 
(SEE NOTE 7 OF NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended March 31, 1996 
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Magellan Fund (the fund) is registered under the Investment
Company Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust and is
authorized to issue an unlimited number of shares. The financial statements
have been prepared in conformity with generally accepted accounting
principles which permit management to make certain estimates and
assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (including restricted securities) for which
exchange quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees. Short-term securities maturing within sixty days
of their purchase date are valued at amortized cost or original cost plus
accrued interest, both of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Net realized gains and losses on foreign currency transactions represent
net gains and losses from sales and maturities of forward currency
contracts, disposition of foreign currencies, currency gains and losses
realized between the trade and settlement dates on securities transactions,
and the difference between the amount of net investment income accrued and
the U.S. dollar amount actually received. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes withheld where recovery of such taxes is uncertain.
1.  SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, futures and options transactions, foreign currency transactions,
defaulted bonds, market discount, partnerships, and losses deferred due to
wash sales. The fund also utilized earnings and profits distributed to
shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. Losses may arise
from changes in the value of the foreign currency or if the counterparties
do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset; otherwise, gain (loss) is recognized on
settlement date.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances 
2. OPERATING POLICIES - 
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
into one or more joint trading accounts. These balances are invested in one
or more repurchase agreements that mature in 60 days or less from the date
of purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency securities, the market
value of which is required to be at least equal  to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
FUTURES CONTRACTS AND OPTIONS. 
The fund may use futures and options contracts to manage its exposure to
the stock market and to fluctuations in interest rates and currency values.
Buying futures, writing puts, and buying calls tend to increase the fund's
exposure to the underlying instrument. Selling futures, buying puts, and
writing calls tend to decrease the fund's exposure to the underlying
instrument, or hedge other fund investments. Futures contracts involve, to
varying degrees, risk 
of loss in excess of the futures variation margin reflected in the
Statement of Assets and Liabilities. The underlying face amount at value of
any open futures contracts at period end, is shown in the schedule of
investments under the caption "Futures Contracts". This amount reflects
each contract's exposure to the underlying instrument at period end. Losses
may arise from changes in the value of the underlying instruments, if there
is an illiquid secondary market for the contracts, or if the counterparties
do not perform under the contracts' terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options are valued using the last sale price or, in the absence of a sale,
the last offering price. Options traded over-the-counter are valued using
dealer-supplied valuations.
RESTRICTED SECURITIES. The fund is permitted to invest in securities that
are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions 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. At the end of the period,
restricted securities (excluding 144A issues) amounted to $8,650,000 or 0%
of net assets.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $72,418,171,000 and $72,412,425,000, respectively, of which U.S.
government and government agency obligations aggregated $20,667,249,000 and
$9,463,450,000, respectively.
The market value of futures contracts opened and closed amounted to
$3,823,600,000 and $3,691,441,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The annual individual fund fee rate is .30%. The
basic fee is subject to a performance adjustment (up to a maximum of
(plus/minus) .20%) based on the fund's investment performance as compared
to the appropriate index over a specified period of time. For the period,
the management fee was equivalent to an annual rate of .73% of average net
assets after the performance adjustment.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $32,929,000 on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Co. (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 all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annual rate of .21%
of average net assets.
ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's accounting
records and administers the security lending program. The security lending
fee is based on the number and duration of lending transactions. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $24,267,000 for the period.
5. SECURITY LENDING. 
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash 
5. SECURITY LENDING - CONTINUED
as collateral against the loaned securities, in an amount at least equal to
102% of the market value of the loaned securities at the inception of each
loan. This collateral must be maintained at not less than 100% of the
market value of the loaned securities during the period of the loan. At
period end, the value of the securities loaned and the value of collateral
amounted to $1,638,526,000 and $1,692,108,000, respectively.
6. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the 
average daily loan balances during the period for which loans were
outstanding amounted to $47,896,000. The weighted average interest rate was
5.75%.
7. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$8,983,000 under this arrangement.
In addition the fund has entered into arrangements with its custodian and
transfer agent whereby interest earned on uninvested cash balances was used
to offset a portion of the fund's expenses.  During the period, the fund's
custodian and transfer agent fees were reduced by $11,000 and $4,067,000,
respectively, under these arrangements.
8. TRANSACTIONS WITH 
AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions during the period with
companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
ADC Telecommunications, Inc.  $ 99,962 $ 105,631 $ - $ -
AGCO Corp.    10,078  16,176  89  80,932
AK Steel Holding Corp.    4,329  -  782  103,914
AMR Corp.    18,377  74,561  -  -
Acclaim Entertainment, Inc.    41,834  46,414  -  -
Adaptec, Inc.    -  35,913  -  -
Advanced Micro Devices, Inc.    -  114,134  96  -
Agrium, Inc   1,766  4,918  293  -
Airborne Freight Corp.    -  18,508  114  -
Air Canada, Inc.    -  8,958  -  -
Alantec Corp.    -  10,965  -  -
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
Allen Group, Inc. (The)  $ - $ 17,166 $ 213 $ -
Altera Corp.    28,521  42,176  -  -
Amdahl Corp.    10,308  27,265  -  -
America Online, Inc.    139  24,948  -  -
American President Companies   -  2,580  146  -
Ampex Corp. Class C   -  -  -  -
Amphenol Corp. Class A   4,814  38,694  -  -
Analog Devices, Inc.    19,102  24,376  -  -
Analogic Corp.    -  9,725  184  -
Anixter International, Inc.   -  54,493  -  -
Antec Corp.    4,209  6,535  -  -
Apache Corp.   98,506  -  506  207,938
Applied Materials, Inc.    144,509  296,987  -  -
Arkansas Best Corp.    -  11,390  -  -
Armstrong World Industries, Inc.   8,737  11,972  1,470  -
Arrow Electronics, Inc.    4,469  95,873  -  -
Ascend Communications, Inc.    39,459  34,224  -  -
Atmel Corp.    77,825  126,970  -  -
Augat, Inc.    -  14,281  152  -
Avid Technology, Inc.    -  1,421  -  -
Avnet, Inc.    3,817  81,310  1,526  -
Barnes & Noble, Inc.    1,011  6,119  -  -
Belden, Inc.    117  15,613  200  -
Bethlehem Steel Corp.   78,708  -  -  147,767
Black & Decker Corp.    126,861  73,533  3,185  273,776
Block (H & R), Inc.    -  24,592  -  -
Bombardier, Inc. Class B   -  25,326  619  -
Borg-Warner Automotive, Inc.    -  1,210  366  -
Bowne & Co., Inc.    1,180  142  603  30,569
Brown Group, Inc.    -  6,706  -  -
Brunswick Corp.    -  93,271  688  -
CSX Corp.    83,387  -  14,611  704,190
California Microwave Corp.    10,570  22,316  -  -
Canadian Natural Resources Ltd.   17,915  -  -  78,687
Cardinal Health, Inc.    6,674  41,547  162  -
Carlisle Companies, Inc.    8,530  35  805  46,906
Carpenter Technology Corp.    5,096  5,405  281  -
Cascade Communications Corp.    12,948  45,185  -  -
Case Corp.    84,214  30,135  1,275  351,852
Caterpillar, Inc.    395,766  41,942  13,981  1,056,203
Cellstar Corp.    -  1,507  -  -
Centex Construction Products, Inc.   -  784  -  21,241
Centex Corp.    -  36,356  546  56,876
Chrysler Corp.    124,242  126,820  21,268  1,195,751
Cincinnati Milicron, Inc.    25,263  5,834  1,203  89,001
Cirrus Logic, Inc.    60,888  87,358  -  -
Clark Equipment Co.    -  57,974  -  -
Cobra Golf, Inc.    266  27,671  -  -
Comair Holdings, Inc.    21,753  21,931  240  -
Comdisco, Inc.    34,402  2,789  612  94,658
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
Compuware Corp.   $ - $ 17,031 $ - $ -
Conner Peripherals, Inc.    25,122  28,274  -  -
Conrail, Inc.    118,615  115,868  11,403  507,140
Conseco, Inc.    42,030  41,050  112  -
Consolidated Freightways, Inc.   -  40,847  363  -
Continuum Co., Inc.    -  9,315  -  59,212
Cypress Semiconductor Corp.    88,846  121,142  -  -
Cyrix Corp.    2,935  35,998  -  -
DSC Communications Corp.    36,209  83,998  -  -
Deere & Co.    174,284  256  12,930  785,593
Dell Computer Corp.    32,459  89,166  -  -
Digital Equipment Corp.    440,495  165,425  -  786,788
Dresser Industries, Inc.    24,819  -  -  302,749
Duriron Co., Inc.    9,805  -  110  44,657
Echlin, Inc.    37,102  20,887  3,786  179,862
Electroglas, Inc.    11,574  25,332  -  -
Electronic Arts, Inc.    23,108  30,176  -  -
Equitable Companies, Inc.    -  35,105  536  -
Equitable Iowa Companies   14,191  7,659  981  65,176
ENSCO International, Inc.   1,106  -  -  86,326
Exabyte Corp.   -  13,526  -  -
FirstFed Michigan Corp.    -  1,494  361  -
Fluke Corp.    944  1,039  128  -
Fluor Corp.   41,454  9,723  761  319,260
Fore Systems, Inc.    1,420  44,891  -  -
Gateway 2000, Inc.    20,879  86,377  -  -
General DataComm Industries, Inc.   -  14,578  -  -
General Instrument Corp.    -  103,663  -  -
Glenayre Technologies, Inc.    40,770  40,538  -  -
Global Marine, Inc.    36,132  -  -  128,454
Greenfield Industries, Inc.    10,619  -  181  44,684
Gymboree Corp.    -  9,349  -  -
HBO & Co.    32,312  34,467  164  -
Hanna (M.A.) Co.    13,309  8,432  1,880  123,576
Harris Corp.    -  91,943  3,623  -
Health Management Associates, Inc.
 Class A   -  4,973  -  -
Heilig-Meyers Co.    11,110  14,029  406  -
Host Marriott Corp.    32,352  3,076  -  211,418
Host Marriott Services Corp.   -  -  -  21,925
IDEX Corp.    11,084  261  620  49,315
Illinois Central Corp., Series A   8,729  10,572  -  88,662
Informix Corp.    2,019  23,197  -  -
Ingersoll-Rand Co.    137,296  57,367  4,305  301,762
Inland Steel Industries, Inc.   82,138  43,212  769  120,711
Integrated Device Technology, Inc.   11,001  55,551  -  -
Interim Services, Inc.    15,307  7,991  -  31,227
International Rectifier Corp.   470  18,586  -  -
Itel Corp.    -  -  -  -
KLA Instruments Corp.    3,182  24,786  -  -
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
KLM Royal Dutch Air Lines NV  $ 38,828 $ 49,216 $ 3,808 $ -
Kansas City Southern Industries, Inc.   -  28,983  153  -
Kaydon Corp.    2,351  982  416  31,042
Kelly Services, Inc. Class A   -  12,447  309  -
Kemet Corp.    14,510  14,364  -  -
Kennametal, Inc.    418  -  1,591  96,214
Kirby Corp.    -  24,370  -  -
Komag, Inc.    12,534  40,862  -  -
LSI Logic Corp.    108,338  181,588  -  -
Lafarge Corp.    9,987  6,692  2,251  102,903
Lam Research Corp.    33,212  81,303  -  -
Landstar System, Inc.    11,376  1,657  -  30,030
Lattice Semiconductor Corp.    30,432  54,748  -  -
Leggett & Platt, Inc.    92,183  1,650  2,284  185,029
Linear Technology Corp.    38,660  54,124  586  -
Lotus Development Corp.    30,969  120,514  -  -
Lowe's Companies, Inc.    24,814  169,526  1,138  -
Mac Frugals Bargains Closeout, Inc.   -  23,037  -  -
Magna International, Inc. Class A   72,083  170,128  2,113  -
Manpower, Inc.    25,684  72,246  927  144,333
Mark IV Industries, Inc.    21,008  -  654  118,202
Marshall Industries   -  16,758  -  -
Maxim Integrated Products, Inc.   20,075  35,200  -  -
Maytag Co.    34,856  -  885  144,763
Medusa Corp.    -  -  864  50,406
Merrill Lynch & Co., Inc.    -  25,690  4,799  -
Michael's Store's, Inc.    -  16,885  -  -
Micro Wharehouse, Inc.   4,836  14,975  -  -
Microchip Technology, Inc.    14,714  52,511  -  -
Micron Technology, Inc.    241,821  292,754  1,405  -
Mueller Industries, Inc.    -  4,135  -  38,509
NACCO Industries, Inc. Class A   -  -  590  46,572
National Semiconductor Corp.    2,961  129,232  -  -
Netmanage, Inc.    -  8,224  -  -
Network Equipment Technologies   1,019  13,234  -  -
Network General Corp.    14,118  23,508  -  -
Nine West Group, Inc.    -  5,334  -  -
Noble Affiliates, Inc.    71,583  -  176  162,715
Nokia Corp. AB   -  -  -  -
Northstar Energy Corp.    -  2,961  -  -
Novellus Systems, Inc.    13,156  20,943  -  -
Nucor Corp.    -  19,498  -  -
Oak Industries, Inc.    760  21,716  -  -
Oakwood Homes Corp.    4,652  1,333  158  97,791
Omnicom Group, Inc.    -  18,473  3,788  243,841
Oracle Systems Corp.    5,262  107,082  -  -
Owens Corning   45,717  6,123  -  175,009
Parametric Technology Corp.    99,077  107,363  -  -
Parker & Parsley Petroleum Co.   -  -  -  40,600
Parker-Hannifin Corp.    47,949  60,339  4,580  206,499
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
Pioneer Standard Electronics  $ - $ 9,416 $ 162 $ -
Pittston Company Services Group   -  58,042  185  -
Premdor, Inc.    -  -  -  21,306
Prime Hospitality Corp.    15,034  -  -  41,932
Pulte Corp.    872  3,082  658  72,436
Quanex Corp.    -  18,944  198  -
Quantum Corp.    9,044  36,023  -  -
Read Rite Corp.    10,895  39,448  -  -
Renaissance Energy Ltd.    58,818  5,192  -  229,644
Revco (D.S.), Inc.    13,755  34,554  -  107,616
Reynolds & Reynolds Co. Class A   -  287  -  -
Robert Half International, Inc.   2,918  19,804  -  95,062
SafeCard Services, Inc.    -  -  -  -
Schulman (A.), Inc.    16,396  -  346  57,503
Scientific-Atlanta, Inc.    -  45,506  86  -
Seagate Technology   83,012  168,762  -  -
Seagull Energy Corp   -  -  -  43,734
Shaw Industries, Inc.    63,696  65,335  1,458  77,685
Sherwin-Williams Co.    66,942  3,773  1,661  258,329
Silicon Graphics, Inc.    61,117  129,180  -  -
Smith (A.O.) Corp. Class B   882  -  1,125  44,902
Snyder Oil Corp.    -  11,878  244  -
Softkey International, Inc.    -  -  -  -
Sonat, Inc.   73,560  -  -  233,132
Southdown, Inc.    -  -  -  36,342
Standex International Corp.    -  8,619  445  -
Staples, Inc.    3,470  16,220  -  -
Sterling Software, Inc.    -  21,664  -  -
Stormedia, Inc.    12,326  13,769  -  -
Stop & Shop Companies, Inc.    11,910  -  -  124,281
Stratacom, Inc.    4,634  32,697  -  -
SunAmerica, Inc.    16,541  41,658  1,061  -
Swift Transportation Co., Inc.   6,426  2,654  -  43,667
Symbol Technologies, Inc.    2,064  35,144  -  -
TNT Freightways Corp.    -  25,051  182  -
TRINOVA Corp.   229  331  2,128  91,717
Tandem Computers, Inc.    49,830  83,258  -  -
Tandy Corp.    62,506  67,344  1,261  -
Tecumseh Products Co. Class A   -  -  -  -
Tektronix, Inc.    12,466  63,741  1,436  -
Tellabs, Inc.    12,764  125,608  -  -
Teradyne, Inc.    56,542  109,164  -  -
Texas Industries, Inc.    -  -  499  79,461
Texas Instruments, Inc.    235,822  261,098  3,779  -
3Com Corp.    89,720  150,833  -  -
Tidewater, Inc.    5,221  -  674  124,297
Toll Brothers, Inc.    9,054  1,778  -  52,452
Tommy Hilfiger   1,750  31,547  -  -
Toro Co.    -  13,975  281  -
Tosco Corp.    -  22,204  -  -
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS PURCHASES SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
Trinity Industries, Inc.   $ 49,666 $ - $ 594 $ 131,601
UAL Corp.    73,480  68,160  -  -
UCAR International, Inc.    5,515  -  -  137,314
USG Corp.    -  21,391  -  96,222
USLIFE Corp.    -  15,204  1,866  -
USX - U.S. Steel Group   77,685  -  1,224  223,955
United Companies Financial Corp.   4,339  5,957  81  -
United Dominion Industries, Ltd.   4,668  23,132  -  -
USAir Group, Inc.   24,408  674  -  88,253
VLSI Technology, Inc.    1,050  18,197  -  -
Varian Associates, Inc.    -  60,745  655  -
Varity Corp.    4,740  25,549  -  167,360
Vicor Corp.    1,048  3,683  -  -
WHX Corp.    1,714  -  -  18,925
Western Digital Corp.    -  33,382  -  -
Wyle Laboratories   -  12,071  220  -
XTRA Corp.    -  41,932  -  -
Xilinx, Inc.    2,074  8,107  -  -
TOTALS  $ 5,826,325 $ 7,980,290 $ 165,619 $ 13,412,344
9. LITIGATION.
In December 1995, several individuals who purchased shares of Micron
Technology, Inc. ("Micron") in October and November 1995 filed purported
class action complaints against the fund, FMR, FMR Corp. and Jeffrey Vinik,
the fund's portfolio manager. The complaints allege that, in violation of a
federal securities law and state common law, the fund's portfolio manager
made materially misleading statements regarding Micron and the fund's
holdings of Micron. The defendants deny the allegations in the complaints
and intend to defend the lawsuits vigorously.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees and the Shareholders of Fidelity Magellan Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Magellan Fund, including the schedule of portfolio investments, as
of March 31, 1996, and the related statement of operations for the year
then ended, the statement of changes in net assets for each of the two
years in the period then ended and the financial highlights for each of the
five years in the period then ended. These financial statements and
financial highlights are the responsibility of the fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of March 31, 1996 by correspondence with the custodian
and brokers. An audit also includes assessing 
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Magellan Fund as of  March 31, 1996, the results of its
operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 2, 1996
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Magellan Fund voted to pay on May 6,
1996, to shareholders of record at the opening of business on May 3, 1996,
a  distribution of $12.85 per share derived from capital gains realized
from sales of portfolio securities and a dividend of $.50 per share from
net investment income.
A total of 3.3% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 23% of the dividends distributed during the fiscal year
qualifies for the dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January 1997 of these percentages for
use in preparing 1996 income tax returns.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call -
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios(registered trademark).
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. 
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
950 Northgate Drive
San Rafael, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
29155 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the 
 Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
1903 East Ninth Street
Cleveland, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
2701 Drexel Drive
Houston, TX
1010 Lamar Street
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
215 South State Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
511 Pine Street
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, WI
 
TO WRITE FIDELITY
 
 
If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
 
 
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
INVESTMENT SUB-ADVISER
Fidelity Management & Research
 (U.K.) Inc., London, England
Fidelity Management & Research 
 (Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Jeffrey Vinik, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
 Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Marvin L. Mann *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
State Street Bank and Trust Company
North Quincy, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export Fund
Fidelity Fifty
Growth Company Fund
Large Cap Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
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)
(registered trademark)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



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