FIDELITY MAGELLAN FUND INC, N-30D, 1997-05-22

FIDELITY MAGELLAN FUND INC
N-30D, 1997-05-22

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(2_FIDELITY_LOGOS)

FIDELITY
MAGELLAN(registered trademark)
FUND

ANNUAL REPORT
MARCH 31, 1997

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 10 A summary of major shifts in the
fund's investments over the past six
months.

INVESTMENTS 11 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 31 Statements of assets and liabilities,
operations, and changes in net
assets, as well as financial
highlights.

NOTES 35 Notes to the financial statements.

REPORT OF INDEPENDENT 42 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 43

To reduce expenses and demonstrate respect for our environment, we have
initiated a project through which we will begin eliminating duplicate
copies of most financial reports and prospectuses to most households, even
if they have more than one account in the fund. If additional copies of
financial reports, prospectuses or historical account information are
needed, please call 1-800-544-6666.

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

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:
As the first quarter of 1997 came to an end, stock and bond markets
experienced the kind of short-term volatility that can affect them from
time to time. After climbing steadily upward for more than two years, stock
prices saw a sharp correction over the second half of March. Returns in the
bond market were essentially stagnant as the Federal Reserve Board
implemented a long-expected increase in short-term interest rates at the
end of March.
While it's impossible to predict the future direction of the markets with
any degree of certainty, there are certain basic principles that can help
investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will greatly
reduce your vulnerability to any single decline. We know from experience,
for example, that stock prices have gone up over longer periods of time,
have significantly outperformed other types of investments and have stayed
ahead of inflation.
Second, you can further manage your investing risk through diversification.
A stock mutual fund, for instance, is already diversified, because it
invests in many different companies. You can increase your diversification
further by investing in a number of different stock funds, or in such other
investment categories 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, it's important to
remember that there is no assurance that a money market fund will achieve
its goal of maintaining a stable net asset value of $1.00 per share, and
that these types of funds are neither insured nor guaranteed by any agency
of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it makes
good sense to follow a regular investment plan, investing a certain amount
of money in a fund at the same time each month or quarter and periodically
reviewing your overall portfolio. By doing so, you won't get caught up in
the excitement of a rapidly rising market, nor will you buy all your shares
at market highs. While this strategy - known as dollar cost averaging -
won't assure a profit or protect you from a loss in a declining market, it
should help you lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are available
24 hours a day, seven days a week to provide you 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. Total return
reflects the change in the value of an investment, assuming reinvestment of
the fund's dividend income and capital gains (the profits earned upon the
sale of securities that have grown in value).

CUMULATIVE TOTAL RETURNS
PERIODS ENDED MARCH 31, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity Magellan 9.11% 100.45% 263.91%

Fidelity Magellan (incl. 3% sales charge) 5.84% 94.44% 252.99%

S&P 500(registered trademark) 19.82% 113.93% 251.11%

Growth Funds Average 11.76% 87.43% 203.06%

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 500 Index - a widely
recognized, unmanaged index of common stocks. 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 730 mutual funds with
similar objectives tracked by Lipper Analytical Services, Inc. over the
past one year. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED MARCH 31, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity Magellan 9.11% 14.92% 13.79%

Fidelity Magellan (incl. 3% sales charge) 5.84% 14.22% 13.44%

S&P 500 19.82% 16.42% 13.37%

Growth Funds Average 11.76% 13.09% 11.33%

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking an arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)

$10,000 OVER 10 YEARS
Magellan SP Standard & Poor 500
00021 SP001
1987/03/31 9700.00 10000.00
1987/04/30 9544.41 9911.00
1987/05/31 9554.14 9997.23
1987/06/30 9949.66 10502.09
1987/07/31 10435.89 11034.54
1987/08/31 10855.00 11446.13
1987/09/30 10588.29 11195.46
1987/10/31 7855.95 8783.96
1987/11/30 7262.67 8060.16
1987/12/31 7970.23 8673.54
1988/01/31 8286.26 9038.69
1988/02/29 8789.12 9459.90
1988/03/31 8765.27 9167.59
1988/04/30 8922.29 9269.35
1988/05/31 8898.44 9349.99
1988/06/30 9506.64 9779.15
1988/07/31 9445.02 9741.99
1988/08/31 9144.90 9410.77
1988/09/30 9528.50 9811.66
1988/10/31 9727.26 10084.43
1988/11/30 9596.08 9940.22
1988/12/31 9784.63 10114.17
1989/01/31 10578.42 10854.53
1989/02/28 10406.30 10584.25
1989/03/31 10716.12 10830.87
1989/04/30 11254.76 11392.99
1989/05/31 11848.97 11854.41
1989/06/30 11746.17 11786.84
1989/07/31 12733.07 12851.19
1989/08/31 13066.15 13103.07
1989/09/30 13292.31 13049.35
1989/10/31 12874.94 12746.60
1989/11/30 13086.71 13006.63
1989/12/31 13168.59 13318.79
1990/01/31 12319.29 12425.10
1990/02/28 12572.32 12585.39
1990/03/31 12893.56 12918.90
1990/04/30 12567.92 12595.93
1990/05/31 13685.74 13824.03
1990/06/30 13745.23 13730.02
1990/07/31 13589.66 13686.09
1990/08/31 12258.14 12448.87
1990/09/30 11480.28 11842.61
1990/10/31 11338.44 11791.68
1990/11/30 12196.37 12553.43
1990/12/31 12574.87 12903.67
1991/01/31 13453.92 13466.27
1991/02/28 14622.10 14429.10
1991/03/31 15118.75 14778.29
1991/04/30 15174.71 14813.76
1991/05/31 16039.96 15453.71
1991/06/30 15097.43 14745.93
1991/07/31 16035.15 15433.09
1991/08/31 16528.06 15798.86
1991/09/30 16465.55 15535.01
1991/10/31 16686.75 15743.18
1991/11/30 15862.03 15108.73
1991/12/31 17734.13 16837.17
1992/01/31 17741.88 16524.00
1992/02/29 18101.17 16738.81
1992/03/31 17610.06 16412.41
1992/04/30 17871.12 16894.93
1992/05/31 18042.35 16977.72
1992/06/30 17724.56 16724.75
1992/07/31 18221.97 17408.79
1992/08/31 17826.80 17051.91
1992/09/30 18031.30 17253.12
1992/10/31 18158.41 17313.51
1992/11/30 18617.14 17903.90
1992/12/31 18978.10 18124.12
1993/01/31 19478.08 18276.36
1993/02/28 19884.69 18524.92
1993/03/31 20613.58 18915.79
1993/04/30 20815.37 18458.03
1993/05/31 21635.80 18952.71
1993/06/30 21937.52 19007.67
1993/07/31 22179.52 18931.64
1993/08/31 23483.83 19649.15
1993/09/30 23738.41 19497.85
1993/10/31 23754.12 19901.46
1993/11/30 22971.54 19712.39
1993/12/31 23657.64 19950.91
1994/01/31 24592.59 20629.24
1994/02/28 24412.28 20070.19
1994/03/31 23280.32 19195.13
1994/04/30 23514.06 19440.83
1994/05/31 23243.18 19759.66
1994/06/30 22234.72 19275.55
1994/07/31 22978.89 19907.78
1994/08/31 24067.33 20724.00
1994/09/30 23441.39 20216.27
1994/10/31 24234.24 20671.13
1994/11/30 22905.86 19918.29
1994/12/31 23229.27 20213.68
1995/01/31 22992.80 20737.82
1995/02/28 24282.93 21545.97
1995/03/31 25190.54 22181.79
1995/04/30 26362.44 22835.05
1995/05/31 27099.41 23747.76
1995/06/30 29163.56 24299.42
1995/07/31 31402.35 25105.19
1995/08/31 31674.77 25168.21
1995/09/30 32254.55 26230.30
1995/10/31 31430.29 26136.66
1995/11/30 32128.82 27284.06
1995/12/31 31783.07 27809.55
1996/01/31 32241.44 28756.19
1996/02/29 32030.74 29022.76
1996/03/31 32352.34 29302.25
1996/04/30 32559.35 29734.16
1996/05/31 32706.51 30501.01
1996/06/30 32675.93 30617.22
1996/07/31 31155.71 29264.55
1996/08/31 31942.03 29881.74
1996/09/30 33221.98 31563.48
1996/10/31 34008.30 32434.00
1996/11/30 36209.99 34885.69
1996/12/31 35497.46 34194.60
1997/01/31 37055.57 36331.08
1997/02/28 36558.20 36615.92
1997/03/31 35299.40 35111.37

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was invested
in Fidelity Magellan Fund on March 31, 1987, and the current maximum 3%
sales charge was paid. As the chart shows, by March 31, 1997, the value of
the investment would have grown to $35,299 - a 252.99% increase on the
initial investment. For comparison, look at how the S&P 500 did over the
same period. With dividends and capital gains, if any, reinvested, the same
$10,000 investment would have grown to $35,111 - a 251.11% 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
Concerns that arose in March
over higher interest rates and the
possibility of weaker corporate
earnings stalled the upward climb
that the U.S. stock market had
enjoyed during most of the 12
months that ended March 31,
1997. The Standard & Poor's 500
Index returned 19.82% during the
period - above its long-term
average of about 12%. The stock
market spent most of the first 11
months of the period breaking
price and trading volume records.
Solid corporate earnings reports,
large cash inflows into mutual
funds, widespread optimism,
moderate economic growth, low
inflation and a generally favorable
interest rate environment
propelled share prices higher. In
his February testimony before
Congress, however, Federal
Reserve Board Chairman Alan
Greenspan indicated that the Fed
was inclined to raise short-term
interest rates to head off inflation
that might be caused by a tight
labor market. Because higher
interest rates tend to slow
economic growth and increase
borrowing costs, the stock market
started to falter as the Fed's March
25 Open Market Committee
meeting approached. At that
meeting, the Fed in fact raised the
rate banks charge each other for
overnight loans - the fed funds
target rate - by 0.25% to 5.50%.
The stock market, already at
historically high valuations
following sizable gains, reacted
coolly toward this interest rate
increase, sharply selling off
through the end of March.

(Photograph of Robert Stansky)

An interview with Robert Stansky, Portfolio Manager of Fidelity Magellan
Fund

Q. BOB, HOW HAS THE FUND PERFORMED?
A. Although the fund outperformed the majority of its peers over the past
six months, it trailed its group average during the 12-month period. During
the 12 months ended March 31, 1997, the fund had a total return of 9.11%,
compared to a total return of 11.76% for the growth funds average during
the same period, according to Lipper Analytical Services.

Q. WHY DID THE FUND UNDERPERFORM ITS PEERS OVER THE PAST 12 MONTHS?
A. The reasons behind the fund's underperformance during the 12-month
period are primarily twofold. First, investments made in Treasury bonds
that the fund continued to carry through 1996 slowed its performance
relative to the broad stock market, which was advancing strongly. Thus, the
fund's peers that were more fully invested in stocks were in a better
position to benefit from the market's gains. Second, the fund also had a
substantial investment in cyclical stocks when I took over as portfolio
manager in June 1996. Although some cyclical companies are doing well from
a business perspective, many cyclical stocks lagged, due to investors'
fears of higher interest rates and concern over excess capacity in some
industries that can depress productivity. Until these companies prove they
can withstand an economic downturn and remain profitable, investors seem
hesitant to reward them with higher valuations - or stock prices relative
to earnings.

Q. YOU'VE REDUCED THE FUND'S INVESTMENTS IN BOTH BONDS AND CYCLICALS OVER
THE PAST SIX MONTHS . . .
A. In fact, the fund owned only a few bonds as of March 31, down from a
9.8% stake six months ago. As I mentioned in the last report to
shareholders, bonds can be a good investment for the fund when their yields
to maturity are attractive relative to the historical return of stocks.
With bonds returning considerably less than the stock market's average
annual return, I opportunistically reduced the fund's holdings in bonds. In
terms of stocks, as I cut back on investments in cyclicals, I searched for
more traditional growth stocks - those with excellent prospects for future
earnings growth and reasonable valuations. That's in keeping with my
long-held belief that stock prices follow earnings over the long term. To
the extent that the fund invested in a larger number of growth stocks
recently, performance of the fund improved. Magellan is invested today
pretty much where I want it. By the end of the period, the fund's holdings
were those of a relatively aggressive growth fund.

Q. WHERE DID YOU FIND OPPORTUNITIES IN THE MARKETPLACE?
A. I found growth companies across several sectors, including technology,
financial services and health care. The fund's investment in technology
rose from 10.1% six months ago to 13.6% on March 31 for the simple reason
that technology companies offer some of the strongest earnings prospects in
the market. Intel and Microsoft - which dominate the semiconductor and
software industries, respectively - continued to post strong earnings, and
both had strong performance at the start of the year. As it turned out,
these advances were unsustainable and many tech stocks fell in February and
March. But volatility is second nature to this sector. The long-term
prospects of technology companies that are able to drive product cycles in
their respective industries remain excellent.

Q. HOW ABOUT FINANCIAL AND HEALTH CARE STOCKS?
A. After strong performance into February, many of the fund's financial
stocks corrected after the Federal Reserve Board raised short-term interest
rates in March. Although rising interest rates are generally perceived to
be detrimental to the profits of banks and other financial services
companies, I've tried to focus on those companies whose earnings growth is
less susceptible to rate hikes. I look for companies that are improving
operating efficiency and making strong commitments to the most profitable
areas of their businesses. Citicorp - one of the fund's top 10 investments
at the end of the period - is a good example of a company that has seen
strong earnings growth tied to better execution. As for health care stocks,
I've found growth opportunities mainly among companies whose earnings have
grown thanks to a steady stream of successful new products.

Q. WHY DID ENERGY REMAIN THE FUND'S LARGEST SECTOR WEIGHTING, AT 13.9% OF
THE FUND ON MARCH 31?
A. Regarding sector weightings overall, I think it's important to remember
that I go about choosing investments for the fund on a bottom-up,
stock-by-stock basis, and that the weighting of any particular sector
merely reflects how many attractive companies I've found within that area
of the market. That said, the managements of many energy and energy service
companies are doing a much better job than they used to, particularly at
managing their assets. As are many companies in Corporate America, they're
watching balance sheets more closely, and successfully emphasizing
profitable parts of the business, while deemphasizing, or getting rid of,
unprofitable segments. While older fields have experienced production
declines, production is improving at newer fields with increased drilling,
resulting in relatively stable oil and gas prices at levels attractive on a
long-term basis. Many of the fund's investments in energy are in companies
developing new resources that should lead to production growth.
Additionally, energy service companies are enjoying greater demand for
their services.

Q. SHIFTING GEARS A BIT, HOW WOULD YOU CHARACTERIZE YOUR TRANSITION TO
RUNNING A FUND WITH MORE THAN $51 BILLION IN NET ASSETS?
A. I would say the transition has been very smooth. I'm essentially doing
what I've always done - searching for companies that can deliver earnings
growth at rates above the overall market, while keeping a close eye on
valuations. Certainly, running a fund the size of Magellan is more of a
challenge than running a smaller fund. But it's picking the right stocks,
not size, that matters. If I pick the right stocks, the fund should
continue to outperform its peers and the market over the long run.

Q. THE STOCK MARKET SUFFERED A STIFF CORRECTION IN MARCH. WHAT'S YOUR
OUTLOOK FOR THE REST OF 1997?
A. A key component of the recent correction was the rise in interest rates
thus far in 1997. Historically, the stock market has not fared well in an
environment of rising rates. Although inflation doesn't appear to be a
serious threat, it's difficult, if not impossible, to predict the course of
interest rates through the rest of the year. But regardless of market
conditions, I believe those companies that will fare best, as always, are
those that can achieve the best earnings growth. And I'm reasonably upbeat
about the projected strength of corporate earnings this year. Although I'll
obviously be making changes to the fund as company business prospects
change, I feel comfortable that my initial repositioning of the fund is
complete.

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
FUND NUMBER: 021
TRADING SYMBOL: FMAGX
START DATE: May 2, 1963
SIZE: as of March 31, 1997,
more than $51.2 billion
MANAGER: Robert Stansky,
since June 1996; manager,
Fidelity Growth Company
Fund and Fidelity Advisor
Equity Growth, 1987-1996;
Fidelity Emerging Growth
Fund 1990-1991; Fidelity
Select Defense & Aerospace
Portfolio 1984-1985; joined
Fidelity in 1983
(checkmark)

BOB STANSKY ON THE STOCK
MARKET'S DOWNTURN IN MARCH:
"The Dow Jones Industrial
Average fell a little more than
7% between March 11 and the
end of the period, amid a rise
in short-term interest rates.
Among the sectors hit the
hardest were some of
Magellan fund's largest:
energy, technology and
finance. Despite this downturn,
I try not to worry too much
about what's going on in the
broad market. I focus on
uncovering the business
prospects of individual
companies, company by
company. Although some
sectors tend to react more
negatively to rising interest
rates - namely, finance -
the fact is that all companies
are affected when rates go
up.
"Using Fidelity's vast research
resources, I'll continue to
search for those companies
that are running their
businesses efficiently and
doing the right things to
continue earnings growth,
regardless of what's
happening to interest rates,
the economy or the stock
market. Over time, stock
prices follow earnings and
generation of cash flow,
period. If the stock market
takes a downturn and the
prices of two-thirds of the
market's stocks fall, that still
means a third has risen. It's
my job to find them."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF MARCH 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 2.5 1.1

Intel Corp. 2.2 1.4

Philip Morris Companies, Inc. 1.6 0.8

CSX Corp. 1.3 1.5

Citicorp 1.2 0.4

Merck & Co., Inc. 1.1 0.2

Schlumberger Ltd. 1.1 0.6

Exxon Corp. 1.1 0.9

Chrysler Corp. 1.0 1.5

Home Depot, Inc. (The) 1.0 0.9

TOP FIVE MARKET SECTORS AS OF MARCH 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Energy 13.9 13.1

Technology 13.6 10.1

Finance 10.5 7.6

Industrial Machinery &
Equipment 8.4 9.7

Durables 8.1 10.6

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF MARCH 31, 1997 * AS OF SEPTEMBER 30, 1996 **
Row: 1, Col: 1, Value: 3.9
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 47.3
Row: 1, Col: 4, Value: 47.3
Row: 1, Col: 1, Value: 2.0
Row: 1, Col: 2, Value: 9.0
Row: 1, Col: 3, Value: 44.5
Row: 1, Col: 4, Value: 44.5
Stocks 96.0%

Bonds 0.1%
Short-term
investments 3.9%
FOREIGN
INVESTMENTS 8.9%
Stocks 89.0%

Bonds 9.8%
Short-term
investments 1.2%
FOREIGN
INVESTMENTS 11.1%
*
**
INVESTMENTS MARCH 31, 1997

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 96.0%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 2.4%
AEROSPACE & DEFENSE - 2.2%
AlliedSignal, Inc. 3,729,400 $ 265,720
Boeing Co. 4,854,300 478,755
Gulfstream Aerospace Corp. (a) 938,000 20,402
Lockheed Martin Corp. 118,300 9,937
Sundstrand Corp. 42,200 1,830
Textron, Inc. 589,200 61,866
United Technologies Corp. 4,073,400 306,524
1,145,034
DEFENSE ELECTRONICS - 0.1%
Raytheon Co. 934,300 42,160
SHIP BUILDING & REPAIR - 0.1%
General Dynamics Corp. 501,900 33,816
TOTAL AEROSPACE & DEFENSE 1,221,010
BASIC INDUSTRIES - 3.9%
CHEMICALS & PLASTICS - 1.5%
Air Products & Chemicals, Inc. 371,500 25,216
Atlantis Group, Inc. (Trivest/Winston) (a)(e) 77,269 676
du Pont (E.I.) de Nemours & Co. 841,800 89,231
Engelhard Corp. 993,600 20,866
Hanna (M.A.) Co. (d) 2,716,425 57,724
Hercules, Inc. 716,500 30,272
Monsanto Co. 2,477,500 94,764
Morton International, Inc. 1,833,500 77,465
PPG Industries, Inc. 200,000 10,800
Praxair, Inc. 3,420,530 153,496
Rohm & Haas Co. 813,100 60,881
Schulman (A.), Inc. 1,637,125 31,105
Sealed Air Corp. (a) 1,426,200 58,652
Synetic, Inc. (a)(d) 1,157,582 54,696
Trivest 1992 Special Fund Ltd. 26.6(c) 2,782
W.R. Grace & Co. 472,500 22,385
791,011
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
IRON & STEEL - 0.8%
AK Steel Holding Corp. (d) 2,606,000 $ 93,816
Bethlehem Steel Corp. (a) 2,730,800 22,529
Inland Steel Industries, Inc. 1,817,200 35,435
J & L Specialty Steel, Inc. 845,000 10,140
Mueller Industries, Inc. (a) 708,900 27,736
Nucor Corp. (d) 4,592,400 210,103
USX-U.S. Steel Group 1,252,700 33,353
433,112
METALS & MINING - 0.6%
Aluminum Co. of America 2,478,000 168,504
Cookson Group PLC 25,119,402 96,780
Falconbridge Ltd. 800,000 16,670
Inco Ltd. 1 -
281,954
PACKAGING & CONTAINERS - 0.1%
Corning, Inc. 676,500 30,020
PAPER & FOREST PRODUCTS - 0.9%
Albany International Corp. Class A 253,000 5,218
Champion International Corp. 1,307,100 59,473
Kimberly-Clark Corp. 3,594,900 357,244
Louisiana-Pacific Corp. 2,232,600 46,326
468,261
TOTAL BASIC INDUSTRIES 2,004,358
CONSTRUCTION & REAL ESTATE - 2.6%
BUILDING MATERIALS - 2.1%
American Standard Companies, Inc. (a) 1,326,500 59,693
Armstrong World Industries, Inc. 245,000 15,864
Carlisle Companies, Inc. (d) 1,874,900 54,841
Centex Construction Products, Inc. (d) 1,373,200 24,889
Lafarge Corp. (d) 4,904,288 111,573
Mark IV Industries, Inc. 2,590,869 60,885
Masco Corp. 2,637,900 94,305
Medusa Corp. (d) 1,645,900 61,721
Owens-Corning (d) 2,656,100 106,908
Sherwin-Williams Co. (d) 11,203,120 302,483

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
BUILDING MATERIALS - CONTINUED
Southdown, Inc. (d) 1,538,300 $ 52,687
USG Corp. (a)(d) 2,813,000 88,258
Vulcan Materials Co. 659,700 42,798
1,076,905
CONSTRUCTION - 0.5%
Centex Corp. (d) 1,487,700 52,442
Clayton Homes, Inc. 1,262,687 16,099
Kaufman & Broad Home Corp. 636,400 8,432
Lennar Corp. 426,900 10,459
Oakwood Homes Corp. (d) 3,719,200 65,551
Pulte Corp. (d) 2,357,900 68,969
Toll Brothers, Inc. (a)(d) 2,462,600 44,942
266,894
TOTAL CONSTRUCTION & REAL ESTATE 1,343,799
DURABLES - 8.1%
AUTOS, TIRES, & ACCESSORIES - 5.0%
AutoZone, Inc. (a) 3,635,800 81,805
Chrysler Corp. 17,104,000 513,120
Circuit City Stores, Inc. - CarMax Group 321,500 4,823
Cross-Continent Auto Retailers, Inc. (a) 67,500 1,232
Cummins Engine Co., Inc. 620,800 31,816
Danaher Corp. 1,911,100 79,550
Eaton Corp. 1,072,400 76,006
Echlin, Inc. (d) 3,745,500 127,347
General Motors Corp. 6,287,159 348,151
Goodyear Tire & Rubber Co. 4,057,100 211,983
Honda Motor Co. Ltd. 4,624,000 137,846
Lear Corp. (a) 1,316,300 43,932
LucasVarity PLC sponsored ADR (a) 4,886,768 149,046
Magna International, Inc. Class A 45,000 2,228
Michelin SA (Compagnie Generale
des Etablissements) Class B 1,109,000 65,785
NACCO Industries, Inc. Class A (d) 714,046 35,167
Pep Boys-Manny, Moe & Jack 1,455,000 43,650
Scania AB Class B 841,700 20,985
Smith (A.O.) Corp. Class B (d) 1,248,000 43,524

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
AUTOS, TIRES, & ACCESSORIES - CONTINUED
TRW, Inc. 1,523,400 $ 78,836
Toyota Motor Corp. 4,654,000 117,685
Volkswagen AG 121,500 67,026
Volvo AB Class B 11,500,000 306,430
2,587,973
CONSUMER DURABLES - 0.3%
Minnesota Mining & Manufacturing Co. 1,694,000 143,143
CONSUMER ELECTRONICS - 1.5%
Black & Decker Corp. (d) 6,119,800 196,598
Matsushita Electric Industrial Co. Ltd. 9,385,000 146,332
Maytag Co. (d) 7,672,100 158,237
Newell Co. 1,125,900 37,718
Sony Corp. 2,122,100 148,297
Whirlpool Corp. 1,523,900 72,576
759,758
HOME FURNISHINGS - 0.5%
Leggett & Platt, Inc. (d) 8,068,700 262,233
Linens'n Things, Inc. 80,900 1,891
264,124
TEXTILES & APPAREL - 0.8%
Intimate Brands, Inc. Class A 1,090,300 20,579
Jones Apparel Group, Inc. (a) 742,400 27,562
Liz Claiborne, Inc. 2,547,800 111,148
NIKE, Inc. Class B 2,848,500 176,607
Reebok International Ltd. 407,100 18,269
Tommy Hilfiger (a) 1,378,300 72,016
426,181
TOTAL DURABLES 4,181,179
ENERGY - 13.9%
ENERGY SERVICES - 2.9%
Baker Hughes, Inc. 1,048,000 40,217
Dresser Industries, Inc. (d) 9,808,400 296,703
ENSCO International, Inc. (a) 1,777,800 87,557
Global Marine, Inc. (a)(d) 9,456,000 203,304

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
ENERGY SERVICES - CONTINUED
Halliburton Co. 1,596,200 $ 108,143
Nabors Industries, Inc. (a) 1,920,700 37,454
Noble Drilling Corp. (a) 1,683,400 29,039
Schlumberger Ltd. 5,248,600 562,912
Tidewater, Inc. 2,588,970 119,093
Transocean Offshore, Inc. 580,100 32,558
Western Atlas, Inc. (a) 115,700 7,014
1,523,994
OIL & GAS - 11.0%
Amerada Hess Corp. 413,800 21,931
Amoco Corp. 4,977,370 431,164
Anadarko Petroleum Corp. (d) 4,217,050 236,682
Apache Corp. (d) 4,516,515 151,303
Atlantic Richfield Co. 757,870 102,312
Barrett Resources Corp. (a) 425,700 12,718
British Petroleum PLC Ord. 31,505,726 364,675
Burlington Resources, Inc. 4,624,600 197,702
Canadian Natural Resources Ltd. (a)(d) 6,005,800 145,314
Chesapeake Energy Corp. (a)(d) 3,600,400 75,158
Chevron Corp. 2,699,200 187,932
Coastal Corp. (The) 620,000 29,760
Cooper Cameron Corp. (a) 187,800 12,864
Devon Energy Corp. 301,800 9,054
Enron Oil & Gas Co. (d) 8,515,400 176,695
Exxon Corp. 5,097,900 549,299
Flores & Rucks, Inc. (a) 305,400 12,369
Kerr-McGee Corp. 192,400 11,905
Mobil Corp. 2,377,500 310,561
National-Oilwell, Inc. (a) 74,000 2,368
Noble Affiliates, Inc. (d) 5,006,600 188,999
Occidental Petroleum Corp. 9,234,800 227,407
Parker & Parsley Petroleum Co. (d) 1,867,200 55,082
Phillips Petroleum Co. 3,019,800 123,434
Poco Petroleums Ltd. (a) 3,731,700 34,499
Pogo Producing Co. 1,528,364 55,021
Renaissance Energy Ltd. (a)(d) 9,131,300 259,519
Renaissance Energy Ltd. (a)(f) 765,000 21,742
Royal Dutch Petroleum Co. ADR 2,650,000 463,750

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Suncor, Inc. 858,800 $ 37,837
Texaco, Inc. 3,026,000 331,347
Total SA Class B 5,394,350 465,776
USX-Marathon Group 200,000 5,575
Union Pacific Resources Group, Inc. 3,182,762 85,139
United Meridian Corp. (a) 1,450,000 43,681
Unocal Corp. 6,048,161 230,586
5,671,160
TOTAL ENERGY 7,195,154
FINANCE - 10.5%
BANKS - 3.4%
Banc One Corp. 100,000 3,975
BankAmerica Corp. 4,547,900 458,200
Chase Manhattan Corp. 3,335,000 312,239
Citicorp 5,742,400 621,615
Fifth Third Bancorp 28,600 2,217
First Bank System, Inc. 587,200 42,866
HSBC Holdings PLC Ord. 526,400 12,894
Lloyds TSB Group PLC 834,800 6,830
Mellon Bank Corp. 929,800 67,643
NationsBank Corp. 2,472,200 136,898
Synovus Financial Corp. 133,900 3,950
Wells Fargo & Co. 240,600 68,360
1,737,687
CREDIT & OTHER FINANCE - 0.3%
First USA, Inc. 1,145,325 48,533
Green Tree Financial Corp. 794,500 26,814
Greenpoint Financial Corp. 675,900 34,809
Household International, Inc. 518,165 44,627
154,783
FEDERAL SPONSORED CREDIT - 1.5%
Federal Home Loan Mortgage Corporation 8,861,600 241,479
Federal National Mortgage Association 11,448,000 413,558
Student Loan Marketing Association 1,169,100 111,357
766,394

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - 4.7%
AFLAC, Inc. 1,772,900 $ 66,484
Aetna, Inc. 804,900 69,121
Allstate Corp. 6,806,500 404,136
American International Group, Inc. 3,884,800 455,978
CIGNA Corp. 1,012,000 147,879
Chubb Corp. (The) 3,382,800 182,248
Equitable of Iowa Companies 1,550,000 77,500
General Re Corp. 2,219,500 350,681
MBIA, Inc. 428,600 41,092
Mid Ocean Ltd. 1,018,700 48,643
Nationwide Financial Services, Inc. Class A 144,000 3,708
Old Republic International Corp. 1,391,800 35,665
Providian Corp. 1,373,000 73,456
Reliastar Financial Corp. 1,009,935 59,712
SAFECO Corp. 390,400 15,616
SunAmerica, Inc. 1,567,900 58,992
Travelers Group, Inc. (The) 4,058,593 194,305
UNUM Corp. 2,106,700 153,789
2,439,005
SAVINGS & LOANS - 0.2%
Charter One Financial Corp. 1,174,803 51,545
Washington Mutual, Inc. 1,302,500 62,927
114,472
SECURITIES INDUSTRY - 0.4%
Merrill Lynch & Co., Inc. 1,631,600 140,114
Morgan Stanley Group, Inc. 887,900 52,164
Schwab (Charles) Corp. 1,074,300 34,243
226,521
TOTAL FINANCE 5,438,862
HEALTH - 7.8%
DRUGS & PHARMACEUTICALS - 4.8%
American Home Products Corp. 2,350,500 141,030
Amgen, Inc. (a) 1,050,000 58,669
Bristol-Myers Squibb Co. 6,939,800 409,449
Elan Corp. PLC ADR (a) 2,301,000 78,522

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Genentech, Inc. special (a) 795,100 $ 45,420
Lilly (Eli) & Co. 2,766,400 227,536
Merck & Co., Inc. 6,700,000 564,475
Novartis AG (Reg.) (a) 25,500 31,441
Pfizer, Inc. 3,613,200 303,960
Schering-Plough Corp. 3,189,300 232,022
SmithKline Beecham PLC ADR 300,000 21,000
Takeda Chemical Industries Ltd. 4,257,000 89,074
Warner-Lambert Co. 2,946,300 254,855
2,457,453
MEDICAL EQUIPMENT & SUPPLIES - 1.2%
Abbott Laboratories 1,490,700 83,665
Becton, Dickinson & Co. 1,073,100 48,290
Boston Scientific Corp. (a) 376,100 23,224
Guidant Corp. 215,400 13,247
Johnson & Johnson 5,750,000 304,030
Medtronic, Inc. 1,379,500 85,874
Nellcor, Inc. (a) 2,148,000 37,859
Pall Corp. 403,400 9,329
St. Jude Medical, Inc. (a) 831,000 27,735
633,253
MEDICAL FACILITIES MANAGEMENT - 1.8%
Carematrix Corp. (a)(d) 897,400 16,490
Columbia/HCA Healthcare Corp. 9,907,453 333,137
HEALTHSOUTH Rehabilitation Corp. (a) 11,461,600 219,203
Oxford Health Plans, Inc. (a) 1,421,900 83,359
PacifiCare Health Systems, Inc. (a):
Class A 5,600 463
Class B 423,600 36,536
Sunrise Assisted Living, Inc. (a) 259,200 7,258
Tenet Healthcare Corp. (a) 2,127,195 52,382
Trigon Healthcare, Inc. 110,000 1,939
United HealthCare Corp. 2,925,100 139,308
Universal Health Services, Inc. Class B (a) 734,700 24,153
Vencor, Inc. (a) 611,069 23,144
937,372
TOTAL HEALTH 4,028,078
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HOLDING COMPANIES - 0.6%
ABB AB:
sponsored ADR 45,100 $ 4,882
Series A 125,750 14,133
Norfolk Southern Corp. 3,169,700 270,217
289,232
INDUSTRIAL MACHINERY & EQUIPMENT - 8.4%
ELECTRICAL EQUIPMENT - 3.8%
Alcatel Alsthom Compagnie Generale
d'Electricite SA 2,200,000 264,515
Chicago Miniature Lamp, Inc. (a) 346,000 6,790
Emerson Electric Co. 4,964,800 223,416
General Electric Co. 12,857,800 1,276,137
General Instrument Corp. (a) 516,000 11,804
Westinghouse Electric Corp. 9,064,164 160,889
1,943,551
INDUSTRIAL MACHINERY & EQUIPMENT - 4.1%
AGCO Corp. 1,078,100 29,783
Case Corp. (d) 6,598,400 334,869
Caterpillar, Inc. 2,350,300 188,612
Cincinnati Milacron, Inc. (d) 3,385,400 63,476
Deere & Co. 5,687,900 247,424
Dover Corp. 1,965,600 103,194
Duriron Co., Inc. 993,600 21,859
Greenfield Industries, Inc. 330,300 7,225
Harnischfeger Industries, Inc. 1,939,300 90,177
IDEX Corp. (d) 1,628,525 38,270
Illinois Tool Works, Inc. 4,193,500 342,294
Ingersoll-Rand Co. 4,079,200 177,955
Kennametal, Inc. 26 1
Komatsu Ltd. Ord. 5,190,000 37,946
Timken Co. 32 2
TRINOVA Corp. (d) 2,841,500 95,190
Tyco International Ltd. 3,482,900 191,560
UCAR International, Inc. (a)(d) 3,532,200 139,963
2,109,800

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - 0.5%
Browning-Ferris Industries, Inc. 300,000 $ 8,663
Republic Industries, Inc. (a) 4,300,000 149,156
Thermo Instrument Systems, Inc. (a) 38,700 1,122
WMX Technologies, Inc. 3,959,900 121,272
280,213
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 4,333,564
MEDIA & LEISURE - 4.0%
BROADCASTING - 0.6%
Canal Plus SA 96,100 18,848
Clear Channel Communications, Inc. (a) 1,137,100 48,753
Cox Radio, Inc. Class A (a) 201,500 4,181
HSN, Inc. (a) 598,490 15,187
Heftel Broadcasting Corp. Class A (a) 381,900 17,758
Pegasus Communications Corp. Class A (d) 300,000 3,300
TCI Group Class A 800,000 9,600
Time Warner, Inc. 4,760,929 205,911
U.S. Satellite Broadcasting Co., Inc. Class A (a) 460,000 4,945
Univision Communications, Inc. Class A (a) 47,500 1,550
330,033
ENTERTAINMENT - 0.4%
Disney (Walt) Co. 1,300,000 94,900
Ticketmaster Group, Inc. 300,000 3,825
Viacom, Inc. Class B (non-vtg.) (a) 3,654,400 121,052
219,777
LEISURE DURABLES & TOYS - 0.0%
Hasbro, Inc. 182,550 4,997
LODGING & GAMING - 2.3%
Bally Gaming International, Inc. (warrants) (a) 225,000 309
Circus Circus Enterprises, Inc. (a) 775,100 20,153
Doubletree Corp. (a) 12,000 426
Extended Stay America, Inc. (a) 2,601,000 38,365
HFS, Inc. (a) 4,816,100 283,547
Hilton Hotels Corp. 7,529,200 182,583
Host Marriott Corp. (a)(d) 15,660,500 266,228

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - CONTINUED
ITT Corp. (a) 4,051,800 $ 238,550
La Quinta Motor Inns, Inc. 1,596,186 32,722
Mirage Resorts, Inc. (a) 2,104,000 44,710
Prime Hospitality Corp. (a)(d) 3,077,600 48,088
Studio Plus Hotels, Inc. (a) 389,100 6,712
1,162,393
PUBLISHING - 0.5%
ACNielsen Corp. (a) 179,400 2,691
Cognizant Corp. 738,200 21,500
Dun & Bradstreet Corp. 538,200 13,657
Gannett Co., Inc. 655,200 56,265
Harcourt General, Inc. 848,900 39,474
Houghton Mifflin Co. 300,000 16,200
McGraw-Hill, Inc. 428,700 21,917
New York Times Co. (The) Class A 693,200 30,587
Scholastic Corp. (a) 92,100 2,602
Times Mirror Co. Class A 459,200 25,084
Tribune Co. 563,000 22,802
252,779
RESTAURANTS - 0.2%
Brinker International, Inc. (a) 110,000 1,389
Host Marriott Services Corp. (a)(d) 3,132,100 27,797
McDonald's Corp. 1,294,000 61,142
Starbucks Corp. (a) 74,900 2,219
92,547
TOTAL MEDIA & LEISURE 2,062,526
NONDURABLES - 3.8%
AGRICULTURE - 0.0%
Pioneer Hi-Bred International, Inc. 142,800 8,979
BEVERAGES - 0.4%
PepsiCo, Inc. 6,156,800 200,866
Stroh Brewery Co. (warrants) (a) 21,307 76
200,942

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
FOODS - 0.2%
Campbell Soup Co. 1,885,000 $ 87,416
Nabisco Holdings Corp. Class A 187,000 7,620
Quaker Oats Co. 200,000 7,300
102,336
HOUSEHOLD PRODUCTS - 1.5%
Avon Products, Inc. 200,000 10,500
Clorox Co. 248,000 27,807
Estee Lauder Companies, Inc. 1,000,000 48,375
Gillette Co. 2,355,900 171,097
Premark International, Inc. 340,000 6,758
Procter & Gamble Co. 3,508,600 403,489
Unilever:
PLC Ord. 2,560,100 67,744
NV ADR 327,800 61,053
796,823
TOBACCO - 1.7%
Philip Morris Companies, Inc. 7,276,600 830,442
RJR Nabisco Holdings Corp. 1,063,800 34,308
864,750
TOTAL NONDURABLES 1,973,830
RETAIL & WHOLESALE - 6.7%
APPAREL STORES - 0.7%
AnnTaylor Stores Corp. (a) 810,400 16,512
Footstar, Inc. (a) 461,590 13,675
Gap, Inc. 5,190,400 173,878
Lamonts Apparel, Inc. (warrants) (a) 264,824 -
Limited, Inc. (The) 4,150,300 76,262
Ross Stores, Inc. 822,200 20,863
Saks Holdings, Inc. (a) 200,000 5,750
TJX Companies, Inc. 944,300 40,369
347,309
DRUG STORES - 0.5%
CVS Corp. 1,603,300 73,952
Revco (D.S.), Inc. (a)(d) 3,658,497 148,169
Rite Aid Corp. 1,014,800 42,622
264,743
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - 2.3%
Consolidated Stores Corp. (a) 2,853,975 $ 100,602
Costco Companies, Inc. (a) 3,874,400 107,030
Dayton Hudson Corp. 5,554,700 231,909
Federated Department Stores, Inc. (a) 2,270,900 74,656
Ito-Yokado Co. Ltd. 1,275,000 56,653
Kingfisher PLC 481,315 5,540
Neiman-Marcus Group, Inc. (a) 768,700 19,794
Sears, Roebuck & Co. 2,939,500 147,710
Wal-Mart Stores, Inc. 15,175,500 423,017
Woolworth Corp. (a) 788,400 18,429
1,185,340
GROCERY STORES - 0.4%
Safeway, Inc. (a) 4,277,200 198,355
RETAIL & WHOLESALE, MISCELLANEOUS - 2.8%
Barnes & Noble, Inc. (a) 815,600 28,953
Circuit City Stores, Inc. Circuit City Group 702,500 23,446
Comcast Corp. Class A special 375,000 6,328
Corporate Express, Inc. (a) 837,500 8,584
Dixons Group PLC 600,000 5,223
Guitar Center, Inc. (d) 634,000 10,144
Home Depot, Inc. (The) 9,234,150 494,027
Lowe's Companies, Inc. 5,755,500 215,112
Officemax, Inc. (a) 2,491,250 32,386
Office Depot, Inc. (a) 3,981,900 81,131
PETsMART, Inc. (a) 1,226,600 24,839
Pier 1 Imports, Inc. 400,000 7,050
Staples, Inc. (a) 5,190,800 104,465
Tandy Corp. 861,300 43,173
Toys "R" Us, Inc. (a) 10,060,200 281,686
U.S. Office Products Co. (a) 1,200,000 29,700
Vendex International NV 100,000 4,726
Viking Office Products, Inc. (a) 1,463,000 28,346
1,429,319
TOTAL RETAIL & WHOLESALE 3,425,066

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 1.4%
ADVERTISING - 0.5%
Omnicom Group, Inc. (d) 4,450,788 $ 221,983
Outdoor Systems, Inc. (a) 360,000 10,755
Universal Outdoor Holdings, Inc. (a) 372,000 10,788
243,526
PRINTING - 0.0%
Wallace Computer Services, Inc. 674,400 22,339
SERVICES - 0.9%
ADT Ltd. (a) 1,200,000 30,000
AccuStaff, Inc. (a) 532,000 8,911
Assisted Living Concepts, Inc. (a) 27,000 567
CDI Corp. (a) 702,500 26,080
HCIA, Inc. (a) 252,400 4,228
HealthCare COMPARE Corp. (a) 250,900 10,193
Interim Services, Inc. (a) 608,400 23,652
Manpower, Inc. 3,955,900 142,412
Pittston Co.:
Brinks Group 1,754,400 44,299
Burlington Group 877,200 18,421
Rentokil Group PLC 3,839,600 26,439
Robert Half International, Inc. (a)(d) 3,816,400 133,097
468,299
TOTAL SERVICES 734,164
TECHNOLOGY - 13.5%
COMMUNICATIONS EQUIPMENT - 1.5%
Advanced Fibre Communication, Inc. 387,200 12,488
Ascend Communications, Inc. (a) 1,164,400 47,449
Cisco Systems, Inc. (a) 4,591,200 220,952
DSC Communications Corp. (a) 891,900 18,674
Ericsson (L.M.) Telephone Co. Class B ADR 135,600 4,585
Lucent Technologies, Inc. 6,364,862 335,746
Newbridge Networks Corp. (a) 1,216,200 34,814
Nokia Corp. AB sponsored ADR 200,000 11,650
3Com Corp. (a) 675,000 22,106
U.S. Robotics Corp. 775,300 42,932
751,396

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - 4.2%
America Online, Inc. (a) 2,424,900 $ 102,755
Automatic Data Processing, Inc. 41,900 1,755
CUC International, Inc. (a) 12,511,750 281,514
Ceridian Corp. (a) 750,700 26,931
Computer Associates International, Inc. 800,400 31,116
CompUSA, Inc. (a) 1,500,000 23,625
Computer Sciences Corp. (a) 2,261,275 139,634
DST Systems, Inc. (a) 200,000 5,700
Electronic Arts, Inc. (a) 1,009,700 26,883
Electronic Data Systems Corp. 2,637,300 106,481
Electronics for Imaging, Inc. (a) 1,360,000 54,230
Equifax, Inc. 570,170 15,537
First Data Corp. 3,944,000 133,603
HBO & Co. 3,075,200 146,072
Inacom Corp. (a) 93,000 2,116
Microsoft Corp. (a) 5,174,600 474,446
NCR Corp. (a) 560,831 19,769
Netscape Communications Corp. (a) 1,056,800 31,770
Oracle Systems Corp. (a) 8,357,900 322,302
Parametric Technology Corp. (a) 2,822,100 127,347
Paychex, Inc. 1,024,900 42,149
PeopleSoft, Inc. (a) 1,175,200 47,008
Sabre Group Holdings, Inc. Class A (a) 144,500 3,649
Shared Medical Systems Corp. 130,000 6,045
SunGard Data Systems, Inc. (a) 50,000 2,175
2,174,612
COMPUTERS & OFFICE EQUIPMENT - 3.8%
Adaptec, Inc. (a) 2,065,820 73,852
Bay Networks, Inc. (a) 3,025,000 54,072
Canon, Inc. 2,361,000 50,547
Comdisco, Inc. (d) 4,278,350 133,164
Compaq Computer Corp. (a) 4,843,100 371,102
Dell Computer Corp. (a) 3,887,300 262,879
Diebold, Inc. 1,821,600 68,538
Digital Equipment Corp. (a) 1,164,700 31,884
EMC Corp. (a) 3,530,241 125,324
Fore Systems, Inc. (a) 400,000 6,000
Hewlett-Packard Co. 1,000,000 53,250

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
International Business Machines Corp. 2,664,200 $ 365,994
Pitney Bowes, Inc. 2,138,200 125,619
Seagate Technology (a) 3,784,000 169,807
Silicon Graphics, Inc. (a) 300,000 5,850
Sun Microsystems, Inc. (a) 2,400,000 69,300
Tech Data Corp. (a) 688,800 16,617
1,983,799
ELECTRONIC INSTRUMENTS - 0.1%
Applied Materials, Inc. (a) 800,000 37,100
KLA Instruments Corp. (a) 162,700 5,939
Thermo Electron Corp. (a) 433,200 13,375
Waters Corp. (a) 301,400 8,062
64,476
ELECTRONICS - 3.4%
Analog Devices, Inc. (a) 1,053,866 23,712
Atmel Corp. (a) 1,110,582 26,585
Cirrus Logic, Inc. (a) 182,500 2,213
Intel Corp. 8,259,300 1,149,075
LSI Logic Corp. (a) 947,300 32,919
Linear Technology Corp. 295,300 13,067
Maxim Integrated Products, Inc. (a) 513,700 24,850
Microchip Technology, Inc. 100,000 3,000
Micron Technology, Inc. 900,000 36,450
Motorola, Inc. 2,768,100 167,124
National Semiconductor Corp. (a) 670,000 18,425
NeoMagic Corp. 13,500 170
Storage Technology Corp. (a) 641,000 25,159
Texas Instruments, Inc. 2,658,300 199,040
Thomas & Betts Corp. 381,499 16,309
1,738,098
PHOTOGRAPHIC EQUIPMENT - 0.5%
Eastman Kodak Co. 1,681,200 127,561
Fuji Photo Film Co. Ltd. 4,085,000 134,319
261,880
TOTAL TECHNOLOGY 6,974,261

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - 3.9%
AIR TRANSPORTATION - 0.8%
AMR Corp. (a) 1,223,900 $ 100,972
Comair Holdings, Inc. 1,646,025 35,801
Delta Air Lines, Inc. 663,300 55,800
Northwest Airlines Corp. Class A (a) 3,718,600 139,912
UAL Corp. (a) 1,441,400 93,331
425,816
RAILROADS - 2.8%
Bombardier, Inc. Class B 4,036,600 73,032
Burlington Northern Santa Fe Corp. 2,213,740 163,817
CSX Corp. (d) 14,024,500 652,139
Conrail, Inc. 2,560,788 288,729
Illinois Central Corp., Series A 2,049,964 64,574
Trinity Industries, Inc. (d) 3,514,800 106,762
Union Pacific Corp. 1,060,000 60,155
Wisconsin Central Transportation Corp. (a) 1,543,900 54,422
1,463,630
TRUCKING & FREIGHT - 0.3%
American Freightways Corp. (a) 1,460,200 20,352
Landstar System, Inc. (a)(d) 1,101,200 26,154
Swift Transportation Co., Inc. (a)(d) 2,365,500 60,320
USFreightways Corp. 722,600 18,697
125,523
TOTAL TRANSPORTATION 2,014,969
UTILITIES - 4.5%
CELLULAR - 0.1%
AirTouch Communications, Inc. (a) 1,890,000 43,470
360 Degrees Communications Co. (a) 962,300 16,600
Vodafone Group PLC sponsored ADR 200,000 8,825
68,895
ELECTRIC UTILITY - 0.8%
El Paso Electric Co. (a) 134,000 804
Entergy Corp. 2,910,000 71,295
Southern Co. 2,004,700 42,349

COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
Texas Utilities Co. 755,300 $ 25,869
Veba AG Ord. 5,000,000 280,158
420,475
GAS - 1.0%
Enron Corp. 3,961,900 150,552
Sonat, Inc. (d) 6,272,900 341,873
492,425
TELEPHONE SERVICES - 2.6%
AT&T Corp. 5,373,300 186,721
Ameritech Corp. 1,909,200 117,416
Bell Atlantic Corp. 1,640,600 99,872
BellSouth Corp. 4,128,700 174,438
GTE Corp. 807,700 37,659
LCI International, Inc. (a) 521,600 8,737
MCI Communications Corp. 3,123,500 111,275
NYNEX Corp. 2,622,200 119,638
SBC Communications, Inc. 3,382,200 177,988
Telecom Italia Mobile Spa 9,100,000 26,061
U.S. West Media Group (a) 850,000 15,831
WorldCom, Inc. (a) 12,738,000 280,236
1,355,872
TOTAL UTILITIES 2,337,667
TOTAL COMMON STOCKS
(Cost $40,976,059) 49,557,719

NONCONVERTIBLE PREFERRED STOCKS - 0.0%
INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%
ELECTRICAL EQUIPMENT - 0.0%
Ampex Corp. 8% (e)
(Cost $2,318) 4,415 3,432
CORPORATE BONDS - 0.1%

MOODY'S RATINGS PRINCIPAL VALUE
(NOTE 1)
(UNAUDITED) AMOUNT (000S)(000S)
CONVERTIBLE BONDS - 0.1%
TECHNOLOGY - 0.1%
COMPUTERS & OFFICE EQUIPMENT - 0.1%
EMC Corp. 3 1/4%, 3/15/02 (f) Ba3 $ 45,000 $ 45,225
NONCONVERTIBLE BONDS - 0.0%
INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%
Thermadyne Holdings Corp.
10 3/4%, 11/1/03 B3 1,957 2,028
RETAIL & WHOLESALE - 0.0%
APPAREL STORES - 0.0%
Lamonts Apparel, Inc. 10 1/4%, 11/1/99
pay-in-kind (b)(f) - 8,804 352
TOTAL NONCONVERTIBLE BONDS 2,380
TOTAL CORPORATE BONDS
(Cost $55,716) 47,605
COMMERCIAL MORTGAGE SECURITIES - 0.0%
Bardell Associates Note Trust
12 1/2%, 11/1/08 (e) (Cost $4,644) - 4,568 4,853
CASH EQUIVALENTS - 3.9%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements:
(U.S. Treasury obligations) in a joint
trading account at 6.46%, dated
3/31/97 due 4/1/97 $ 340,869 340,808
(U.S. Treasury obligations) in a joint
trading account at 3%, dated
3/31/97 due 4/1/97 2,466 2,466
343,274
CASH EQUIVALENTS - CONTINUED
SHARES VALUE
(NOTE 1)
(000S)
Taxable Central Cash Fund (g) 1,692,188,460 $ 1,692,188
TOTAL CASH EQUIVALENTS
(Cost $2,035,462) 2,035,462
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $43,074,199) $ 51,649,071

LEGEND
a. Non-income producing
b. Non-income producing - issuer filed for protection under the Federal
Bankruptcy Code or is in default of interest payment.
c. Represents number of units held.
d. Affiliated company (see Note 8 of Notes to Financial Statements).
e. 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 $ 4,644
f. 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 $67,319,000 or 0.1% of net
assets.
g. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.62%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.

INCOME TAX INFORMATION
At March 31, 1997, the aggregate cost of investment securities for income
tax purposes was $43,142,865,000. Net unrealized appreciation aggregated
$8,506,206,000, of which $9,793,235,000 related to appreciated investment
securities and $1,287,029,000 related to depreciated investment securities.
The fund hereby designates approximately $209,493,000 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, 1997

ASSETS

Investment in securities, at value (including repurchase $ 51,649,071
agreements of $343,274) (cost $43,074,199) - See
accompanying schedule

Cash 1

Receivable for investments sold 344,277

Receivable for fund shares sold 139,469

Dividends receivable 63,922

Interest receivable 7,939

Other receivables 6,152

TOTAL ASSETS 52,210,831

LIABILITIES

Payable for investments purchased $ 595,383

Payable for fund shares redeemed 343,354

Accrued management fee 19,208

Other payables and accrued expenses 9,434

TOTAL LIABILITIES 967,379

NET ASSETS $ 51,243,452

Net Assets consist of:

Paid in capital $ 41,135,227

Undistributed net investment income 544,318

Accumulated undistributed net realized gain (loss) on 988,988
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 8,574,919
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 638,979 shares outstanding $ 51,243,452

NET ASSET VALUE and redemption price per share $80.20
($51,243,452 (divided by) 638,979 shares)

Maximum offering price per share (100/97.00 of $80.20) $82.68

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED MARCH 31, 1997

INVESTMENT INCOME $ 757,292
Dividends (including $125,631 received from
affiliated issuers)

Interest (including income on securities loaned of 536,712
$10,663)

TOTAL INCOME 1,294,004

EXPENSES

Management fee $ 326,931
Basic fee

Performance adjustment (81,508)

Transfer agent fees 107,888

Accounting and security lending fees 1,003

Non-interested trustees' compensation 287

Custodian fees and expenses 1,996

Registration fees 697

Audit 489

Legal 415

Interest 6

Miscellaneous 364

Total expenses before reductions 358,568

Expense reductions (10,526) 348,042

NET INVESTMENT INCOME 945,962

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:

Investment securities (including realized gain of $168,861 1,164,962

on sales of investments in affiliated issuers)

Foreign currency transactions (1)

Futures contracts (984) 1,163,977

Change in net unrealized appreciation (depreciation) on:

Investment securities 2,622,410

Assets and liabilities in foreign currencies 112

Futures contracts (337) 2,622,185

NET GAIN (LOSS) 3,786,162

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 4,732,124
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,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

Operations $ 945,962 $ 479,248
Net investment income

Net realized gain (loss) 1,163,977 12,054,974

Change in net unrealized appreciation (depreciation) 2,622,185 (1,024,952)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 4,732,124 11,509,270
FROM OPERATIONS

Distributions to shareholders (718,653) (335,078)
From net investment income

From net realized gain (8,153,202) (2,754,941)

TOTAL DISTRIBUTIONS (8,871,855) (3,090,019)

Share transactions 9,169,545 15,520,173
Net proceeds from sales of shares

Reinvestment of distributions 8,742,406 3,043,476

Cost of shares redeemed (18,707,881) (10,606,293)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (795,930) 7,957,356
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (4,935,661) 16,376,607

NET ASSETS

Beginning of period 56,179,113 39,802,506

End of period (including undistributed net investment $ 51,243,452 $ 56,179,113
income of $544,318 and $340,857, respectively)

OTHER INFORMATION
Shares

Sold 115,978 180,498

Issued in reinvestment of distributions 118,619 36,159

Redeemed (237,540) (124,164)

Net increase (decrease) (2,943) 92,493

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED MARCH 31,

1997 1996 1995 1994 D 1993

SELECTED PER-SHARE DATA

Net asset value, beginning $ 87.52 $ 72.44 $ 69.72 $ 68.44 $ 68.13
of period

Income from Investment
Operations

Net investment income 1.38 C .79 .27 .61 1.20

Net realized and 5.25 19.57 5.22 7.92 9.18
unrealized gain (loss)

Total from investment 6.63 20.36 5.49 8.53 10.38
operations

Less Distributions

From net investment income (1.10) (.59) (.14) (.75) (1.25)

From net realized gain (12.85) (4.69) (2.63) (6.50) (8.82)

Total distributions (13.95) (5.28) (2.77) (7.25) (10.07)

Net asset value, end of period $ 80.20 $ 87.52 $ 72.44 $ 69.72 $ 68.44

TOTAL RETURN A, B 9.11% 28.43% 8.21% 12.94% 17.06%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 51,243 $ 56,179 $ 39,803 $ 33,119 $ 24,886
(in millions)

Ratio of expenses to average .66% .95% .99% 1.00% 1.00%
net assets

Ratio of expenses to average .64% .92% .96% .99% 1.00%
net assets after expense E E E E
reductions

Ratio of net investment income 1.75% .95% .39% 1.07% 2.11%
to average net assets

Portfolio turnover rate 67% 155% 120% 132% 155%

Average commission rate F $ .0394

</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 NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D 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.
E 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).
F FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.

NOTES TO FINANCIAL STATEMENTS
For the period ended March 31, 1997

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 with remaining maturities
of sixty days or less for which quotations are not readily available 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. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.

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, 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. Non-cash dividends included in dividend income, if any,
are recorded at

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
the fair market value of the securities received. 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.

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, foreign currency transactions, 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.
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.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities.
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 foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.

JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements for U.S.
Treasury or Federal Agency obligations.

REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest).

2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS -
CONTINUED
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.

TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Dividends from
the Cash Fund are declared daily and paid monthly from net interest income.
Income distributions received by the fund are recorded as interest income
in the accompanying financial statements.

FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market and to fluctuations in interest rates and
currency values. Buying futures tends to increase the fund's exposure to
the underlying instrument, while selling futures tends to decrease the
fund's exposure to the underlying instrument or hedge other fund
investments. 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.

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 $8,961,000 or 0%
of net assets.

3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $34,094,332,000 and $38,511,566,000, respectively, of which U.S.
government and government agency obligations aggregated $2,116,783,000 and
$12,561,153,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $17,822,000 and $159,450,000, 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 ".20%
of the fund's average net assets over the performance period) 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 .45% 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 $11,041,000 on sales of shares of the fund.

TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, is the fund's transfer, dividend disbursing and shareholder servicing
agent. FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing
and mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annual rate of .20%
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 $8,116,000 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 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, there were no
loans outstanding.

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

6. BANK BORROWINGS - CONTINUED
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 balance during the period for which the loan was
outstanding amounted to $13,036,000. The weighted average interest rate was
5.6%.

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
$6,237,000 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 $83,000 and $4,206,000,
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 PURCHASE SALES DIVIDEND VALUE
AFFILIATES COST COST INCOME
AGCO Corp. $ 19,417 $ 26,273 $ 78 $ -
AK Steel Holding Corp. - - 1,824 93,816
Albany International Corp.
Class A - 4,989 506 -
Anadarko Petroleum Corp. 67,109 - 949 236,682
Apache Corp. - 90,394 1,516 151,303
Bethlehem Steel Corp. - 88,094 - -
Black & Decker Corp. 10,324 49,447 3,314 196,598
Bowne & Co., Inc. - 17,828 212 -
CSX Corp. 41,888 97,572 16,429 652,139
Canadian Natural Resources
Ltd. 36,699 - - 145,314
Carematrix Corp. 670 - - 16,490
Carlisle Companies, Inc. - - 503 54,841
Case Corp. 6,883 24,631 1,320 334,869
Caterpillar, Inc. - 376,898 16,384 -
Centex Construction Products,
Inc. - 2,601 312 24,889
Centex Corp. - 10,214 298 52,442
Chesapeake Energy Corp. - - - 75,158
Chrysler Corp. - 19,851 - -
Cincinnati Milacron, Inc. - 139 1,219 63,476
Comdisco, Inc. - - 1,198 133,164
Conrail, Inc. - 183,813 5,276 -
Continuum Co., Inc. - - - -
Deere & Co. 34,077 218,101 7,198 -

SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED

AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATES COST COST INCOME
Digital Equipment Corp. $ 21,362 $ 380,790 $ - $ -
Dresser Industries, Inc. 11,061 13,803 6,644 296,703
Duriron Co., Inc. - 12,169 827 -
Echlin, Inc. - 39,071 3,552 127,347
Enron Oil & Gas Co. 13,661 - 1,009 176,695
ENSCO International, Inc. - 1,760 - -
Equitable of Iowa Companies - 9,444 - -
Fluor Corp. 32,718 69,770 1,758 -
Global Marine, Inc. - 26,238 - 203,304
Greenfield Industries, Inc. - 13,130 190 -
Guitar Center, Inc. - - - 10,144
Hanna (M.A.) Co. - 45,934 1,812 57,724
Host Marriott Corp. - - - 266,228
Host Marriott Services Corp. - - - 27,797
IDEX Corp. - 6,919 837 38,270
Illinois Central Corp., Series A - 773 - -
Ingersoll-Rand Co. 5,047 83,072 5,513 -
Inland Steel Industries, Inc. - 74,058 707 -
Interim Services, Inc. - 1,584 - -
Kaydon Corp. - 1,768 - -
Kennametal, Inc. 840 38,034 1,029 -
Lafarge Corp. 2,039 15,452 1,934 111,573
Landstar System, Inc. - 2,923 - 26,154
Leggett & Platt, Inc. - 494 3,873 262,233
Manpower, Inc. - 17,781 291 -
Mark IV Industries, Inc. - 45,982 395 -
Maytag Co. 10,827 - 4,450 158,237
Medusa Corp. - - 987 61,721
Metromail Corp. 4,242 7,036 - -
Mueller Industries, Inc. - 3,350 - -
NACCO Industries, Inc. Class A - 6,049 579 35,167
Noble Affiliates, Inc. - - 801 188,999
Nucor Corp. 28,197 18,685 1,643 210,103
Oakwood Homes Corp. 13 3,077 149 65,551
Omnicom Group, Inc. - 23,395 3,449 221,983
Owens-Corning - 75,188 505 106,908
Parker & Parsley Petroleum Co. - - 187 55,082
Parker-Hannifin Corp. 2,128 58,642 973 -
Pegasus Communications Corp.
Class A 4,200 - - 3,300
Premdor, Inc. - 12,384 - -
Prime Hospitality Corp. - - - 48,088
Pulte Corp. - 10,772 606 68,969
Renaissance Energy Ltd. 14,336 - - 259,519
Revco (D.S.), Inc. - 6,482 - 148,169
Robert Half International, Inc. - 995 - 133,097
Schulman (A.), Inc. - 25,476 776 -
Seagull Energy Corp. 6,985 10,327 - -
Shaw Industries, Inc. - 5,414 - -
Sherwin-Williams Co. 2,132 11,848 4,203 302,483
Smith (A.O.) Corp. Class B - 18,350 1,181 43,524

SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED

AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATES COST COST INCOME
Sonat, Inc. $ 41,188 $ 47,329 $ 7,179 $ 341,873
Southdown, Inc. - - 615 52,687
Stop & Shop Companies, Inc. - - - -
Swift Transportation Co., Inc. - 1,951 - 60,320
Synetic, Inc. 53,828 - - 54,696
Texas Industries, Inc. 963 28,311 373 -
Tidewater, Inc. - 5,467 - -
Toll Brothers, Inc. - 9,158 - 44,942
Trinity Industries, Inc. - 8,330 2,469 106,762
TRINOVA Corp. 782 2,302 2,263 95,190
UCAR International, Inc. - - - 139,963
USAir Group, Inc. - 25,245 - -
USG Corp. - 29,247 - 88,258
USX- U.S. Steel Group 17,774 99,548 3,336 -
Varity Corp. - 12,208 - -
WHX Corp. - 6,499 - -
TOTALS $ 491,390 $2,684,859 $ 125,631 $ 6,930,944

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, 1997, 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, 1997 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, 1997, 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.

/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 5, 1997

DISTRIBUTIONS

The Board of Trustees of Fidelity Magellan Fund voted to pay on May 5,
1997, to shareholders of record at the opening of business on May 2, 1997,
a distribution of $1.46 per share derived from capital gains realized from
sales of portfolio securities and a dividend of $.75 per share from net
investment income.

A total of 18% 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 27% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1998 of these percentages for
use in preparing 1997 income tax returns.

MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a day.

BY PHONE
Fidelity TouchTone Xpressprovides a single toll-free number to access
account balances, positions, quotes and trading. It's easy to navigate the
service, and on your first call, the system will help you create a personal
identification number (PIN) for security.

SM
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555

PRESS
1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

Fidelity's Web site on the Internet provides a wide range of information,
including daily financial news, fund performance, interactive planning
tools and news about Fidelity products and services.

(PHONE_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM

If you are not currently on the Internet, call Fidelity at 1-800-544-7272
for significant savings on Web access from internetMCI.

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(PHONE_GRAPHIC)
FIDELITY ON-LINE XPRESS+
TM

Fidelity On-line Xpress+ software for Windows combines comprehensive
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1-800-544-7272 or visit our Web site for more information on how to manage
your investments via your PC.

* 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.

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ACCOUNTS

BUYING SHARES
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SELLING SHARES
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OVERNIGHT EXPRESS
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INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
INVESTMENT SUB-ADVISERS
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
Robert Stansky, 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 *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
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Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
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Boston, MA
* INDEPENDENT TRUSTEES
CUSTODIAN
State Street Bank and Trust Company
North Quincy, MA
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