FIDELITY MAGELLAN FUND INC
N-30D, 1998-11-23
Previous: LUBRIZOL CORP, 424B2, 1998-11-23
Next: MAIRS & POWER GROWTH FUND INC, N-30B-2, 1998-11-23


 
 
 
FIDELITY 
MAGELLAN(REGISTERED TRADEMARK)
FUND
 
SEMIANNUAL REPORT
SEPTEMBER 30, 1998
 
(2 fidelity logo graphics)(registered trademark)
 
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    27   Statements of assets and liabilities,       
                             operations, and changes in net assets,      
                             as well as financial highlights.            
 
NOTES                   31   Notes to the financial statements.          
 
REPORT OF INDEPENDENT   37   The auditors' opinion.                      
ACCOUNTANTS                                                              
 
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 RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNTS 
INVESTED. 
 
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:
The stock and bond markets continued to be influenced by competing
factors as the third quarter of 1998 ended. On the one hand, low
inflation, low unemployment and moderate growth in the U.S. economy
provided a foundation for positive returns. But growing concerns about
U.S. corporate earnings, combined with fears about the health of the
economies and financial markets in Japan, Russia and many emerging
markets, led to a continuation of the volatility that has marked most
of the year.
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 SEPTEMBER         PAST 6   PAST 1  PAST 5   PAST 10  
30, 1998                        MONTHS   YEAR    YEARS    YEARS    
 
FIDELITY MAGELLAN               -8.04%   4.61%   98.83%   395.34%  
 
FIDELITY MAGELLAN (INCL.        -10.80%  1.47%   92.86%   380.48%  
3.00% SALES CHARGE)                                                
 
S&P 500 (registered trademark)  -6.97%   9.05%   147.93%  392.68%  
 
Growth Funds Average            -11.80%  -1.44%  98.73%   303.03%  
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or 10 years. For example, if you had 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 mutual funds with similar objectives
tracked by Lipper Analytical Services, Inc. The past six months
average represents a peer group of 1070 mutual funds. These benchmarks
include reinvested dividends and capital gains, if any, and exclude
the effect of sales charges.
 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED SEPTEMBER    PAST 1  PAST 5  PAST 10  
30, 1998                   YEAR    YEARS   YEARS    
 
FIDELITY MAGELLAN          4.61%   14.74%  17.35%   
 
FIDELITY MAGELLAN (INCL.   1.47%   14.04%  17.00%   
3.00% SALES CHARGE)                                 
 
S&P 500                    9.05%   19.91%  17.29%   
 
Growth Funds Average       -1.44%  14.35%  14.57%   
 
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                    S&P 500
             00021                       SP001
  1988/09/30       9700.00                    10000.00
  1988/10/31       9902.34                    10278.00
  1988/11/30       9768.79                    10131.02
  1988/12/31       9960.74                    10308.32
  1989/01/31      10768.81                    11062.89
  1989/02/28      10593.59                    10787.42
  1989/03/31      10908.99                    11038.77
  1989/04/30      11457.33                    11611.68
  1989/05/31      12062.24                    12081.95
  1989/06/30      11957.58                    12013.09
  1989/07/31      12962.25                    13097.87
  1989/08/31      13301.32                    13354.59
  1989/09/30      13531.56                    13299.83
  1989/10/31      13106.67                    12991.28
  1989/11/30      13322.25                    13256.30
  1989/12/31      13405.60                    13574.45
  1990/01/31      12541.02                    12663.60
  1990/02/28      12798.60                    12826.96
  1990/03/31      13125.62                    13166.88
  1990/04/30      12794.12                    12837.71
  1990/05/31      13932.07                    14089.38
  1990/06/30      13992.62                    13993.57
  1990/07/31      13834.25                    13948.80
  1990/08/31      12478.77                    12687.82
  1990/09/30      11686.91                    12069.93
  1990/10/31      11542.51                    12018.03
  1990/11/30      12415.89                    12794.39
  1990/12/31      12801.20                    13151.35
  1991/01/31      13696.07                    13724.75
  1991/02/28      14885.28                    14706.07
  1991/03/31      15390.87                    15061.96
  1991/04/30      15447.84                    15098.11
  1991/05/31      16328.66                    15750.35
  1991/06/30      15369.16                    15028.98
  1991/07/31      16323.76                    15729.33
  1991/08/31      16825.54                    16102.12
  1991/09/30      16761.90                    15833.21
  1991/10/31      16987.09                    16045.38
  1991/11/30      16147.53                    15398.75
  1991/12/31      18053.32                    17160.36
  1992/01/31      18061.21                    16841.18
  1992/02/29      18426.96                    17060.12
  1992/03/31      17927.02                    16727.44
  1992/04/30      18192.78                    17219.23
  1992/05/31      18367.08                    17303.61
  1992/06/30      18043.57                    17045.78
  1992/07/31      18549.94                    17742.95
  1992/08/31      18147.66                    17379.22
  1992/09/30      18355.83                    17584.30
  1992/10/31      18485.24                    17645.84
  1992/11/30      18952.22                    18247.57
  1992/12/31      19319.68                    18472.01
  1993/01/31      19828.66                    18627.18
  1993/02/28      20242.59                    18880.51
  1993/03/31      20984.59                    19278.89
  1993/04/30      21190.02                    18812.34
  1993/05/31      22025.21                    19316.51
  1993/06/30      22332.36                    19372.53
  1993/07/31      22578.72                    19295.04
  1993/08/31      23906.51                    20026.32
  1993/09/30      24165.66                    19872.11
  1993/10/31      24181.66                    20283.47
  1993/11/30      23384.99                    20090.77
  1993/12/31      24083.44                    20333.87
  1994/01/31      25035.22                    21025.22
  1994/02/28      24851.67                    20455.44
  1994/03/31      23699.33                    19563.58
  1994/04/30      23937.28                    19814.00
  1994/05/31      23661.52                    20138.95
  1994/06/30      22634.91                    19645.54
  1994/07/31      23392.48                    20289.92
  1994/08/31      24500.50                    21121.80
  1994/09/30      23863.30                    20604.32
  1994/10/31      24670.43                    21067.92
  1994/11/30      23318.14                    20300.62
  1994/12/31      23647.36                    20601.68
  1995/01/31      23406.64                    21135.88
  1995/02/28      24719.99                    21959.55
  1995/03/31      25643.93                    22607.57
  1995/04/30      26836.92                    23273.37
  1995/05/31      27587.16                    24203.60
  1995/06/30      29688.47                    24765.85
  1995/07/31      31967.54                    25587.09
  1995/08/31      32244.87                    25651.31
  1995/09/30      32835.09                    26733.80
  1995/10/31      31995.99                    26638.36
  1995/11/30      32707.09                    27807.78
  1995/12/31      32355.12                    28343.36
  1996/01/31      32821.74                    29308.17
  1996/02/29      32607.24                    29579.85
  1996/03/31      32934.63                    29864.71
  1996/04/30      33145.37                    30304.91
  1996/05/31      33295.17                    31086.48
  1996/06/30      33264.04                    31204.92
  1996/07/31      31716.47                    29826.28
  1996/08/31      32516.94                    30455.32
  1996/09/30      33819.93                    32169.35
  1996/10/31      34620.40                    33056.58
  1996/11/30      36861.72                    35555.32
  1996/12/31      36136.36                    34850.97
  1997/01/31      37722.51                    37028.46
  1997/02/28      37216.20                    37318.76
  1997/03/31      35934.73                    35785.34
  1997/04/30      37538.80                    37921.72
  1997/05/31      40216.81                    40230.40
  1997/06/30      41881.97                    42032.72
  1997/07/31      45396.28                    45377.26
  1997/08/31      43376.93                    42835.23
  1997/09/30      45929.87                    45181.31
  1997/10/31      44365.91                    43672.26
  1997/11/30      45230.68                    45693.84
  1997/12/31      45745.58                    46478.41
  1998/01/31      46240.16                    46992.46
  1998/02/28      49745.38                    50381.56
  1998/03/31      52251.86                    52961.59
  1998/04/30      52852.07                    53494.39
  1998/05/31      51807.74                    52574.82
  1998/06/30      54015.05                    54710.41
  1998/07/31      53611.03                    54127.74
  1998/08/31      45308.98                    46301.95
  1998/09/30      48048.41                    49268.06
IMATRL PRASUN   SHR__CHT 19980930 19981008 142354 R00000000000123
 
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Magellan Fund on September 30, 1988, and the
current 3.00% sales charge was paid. As the chart shows, by September
30, 1998, the value of the investment would have grown to $48,048 - a
380.48% increase on the initial investment. For comparison, look at
how the Standard & Poor's 500 Index did over the same period. With
dividends and capital gains, if any, reinvested, the same $10,000
would have grown to $49,268 - a 392.68% increase.
 
(checkmark)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 
long-term growth and 
short-term volatility. 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.
 
FUND TALK: THE MANAGER'S OVERVIEW
 
MARKET RECAP
While it may be a clich<UNDEF> to compare 
the performance of a volatile market 
to a roller coaster, few comparisons 
would be more appropriate for the 
ups and downs that equity investors 
experienced during the six-month 
period ending September 30, 1998. 
Consider these swings: On Friday, 
July 17, the Dow Jones Industrial 
Average - an index of 30 blue-chip 
stocks - reached a record high of 
9337.97. By the following Friday, 
it dropped over 400 points. On 
August 31, the Dow plunged 512.61 
points - erasing all previous gains 
for the year. The next day, blue-chips 
roared back up 288.36. Other 
skyrocketing rallies and precipitous 
drops include the record-setting 
one-day gain of 380.53 points on 
September 8, followed by a 
275.75-point plummet on 
September 9. Appropriately, the 
Dow closed on September 30 with 
a 237.90 loss, triggered by 
investor disappointment over a 
lower-than-hoped-for decrease in 
the Federal interest rate. At the 
controls of this see-sawing volatility 
were several drivers, including the 
continuing Asian and Russian 
economic dilemmas, chaotic 
emerging markets and concerns 
over U.S. political leadership. 
Despite these drawbacks, the U.S. 
economy demonstrated exceptional 
resiliency. Inflation remained benign, 
unemployment was at its lowest rate 
in decades and interest rates 
continued to decline. For the period, 
the Dow was down -10.10%, while 
the Standard & Poor's 500 Index 
- - a market-capitalization 
weighted index of 500 widely held 
U.S. stocks - returned -6.97%.
 
(photograph of Robert Stansky)
 
An interview with Robert Stansky, Portfolio Manager of Fidelity
Magellan Fund
Q. BOB, HOW HAS THE FUND PERFORMED?
A. As I'm sure most Magellan shareholders realize, it's been a very
tough past few months for investors in the U.S. stock market. The
fund's performance looks like this: During the six-month period that
ended September 30, 1998, Magellan Fund had a total return of -8.04%.
Despite being in negative territory, that return beat the Lipper
growth funds average, which was -11.80% during the same period. The
fund's benchmark index, the Standard & Poor's 500 Index, returned
- -6.97%. For the 12-month period that ended September 30, the fund
returned 4.61%, the growth funds average returned -1.44% and the S&P
500 returned 9.05%. 
Q. YOU MENTIONED THE RECENT MARKET VOLATILITY. WHAT WERE THE FACTORS
BEHIND IT, AND HOW DID IT AFFECT THE FUND?
A. The volatility we've experienced in recent months had its roots in
last October's downdraft of the Asian markets. The economic and
financial crisis that began in the Far East - and later spread to
other parts of the world - created serious global concerns about
liquidity, or the ability of individuals and companies to convert
assets to cash without significant losses, and credit risk, or the
risk of borrowers defaulting on loans. The question that loomed over
the U.S. market was the extent to which these factors would negatively
affect the earnings of U.S. companies. At first, it was mostly worries
about potential earnings shortfalls that caused stock prices to fall.
Later in the period, however, we saw concrete evidence that these
concerns were justified. Several large consumer food and personal
products companies warned investors to lower their expectations
regarding future profits. As I've stated many times, stock prices tend
to follow company earnings over time. And to the extent that earnings
forecasts are revised downward, stock prices often will head that way
as well. The market drop over the past three months effectively
negated gains made by U.S. stocks - and the fund - in the first half
of 1998. 
Q. IN LIGHT OF THIS, HAVE YOU MADE CHANGES TO THE FUND?
A. Mainly, I took advantage of lower stock prices by buying more of
the stocks I was most optimistic about. However, market volatility
does not change my core strategy. As always, I am focused on
accurately forecasting corporate earnings over the next year or two. I
invest in those companies whose earnings I believe will outpace the
average earnings in the broad market and whose stocks are selling at
reasonable valuations. At this point, there is still a healthy
selection of companies that fit these criteria, and they are the
opportunities I've pursued.
Q. LET'S TAKE A CLOSER LOOK AT THE FUND'S INVESTMENTS. THE TECHNOLOGY
SECTOR HAS RISEN AS A PERCENTAGE OF THE FUND'S INVESTMENTS FROM 15.3%
SIX MONTHS AGO TO 21.6% ON SEPTEMBER 30. WHY? 
A. Technology names probably make up the bulk of those stocks I've
been nibbling at since prices dropped so significantly, which accounts
for part of the increase. At the end of the period, the technology
sector remained among the most attractive in terms of its strong
long-term unit growth and earnings potential. The rest of the increase
is due to market appreciation of many of the fund's existing
technology investments over the past six months. The short list of
stocks that have made the greatest contribution to the fund's returns
during this period includes Microsoft, Dell Computer, Cisco Systems,
America Online, EMC, Lucent Technologies and IBM. 
Q. WHAT OTHER FACTORS INFLUENCED THE FUND'S PERFORMANCE?
A. Selected health care stocks such as Schering-Plough and
Warner-Lambert benefited from continued strong earnings outlooks,
particularly relative to stocks in other sectors of the market.
Financial stocks were a double-edged sword. While the fund generally
benefited from being underweighted in financials relative to the broad
market and some of its peers, many of these stocks fell sharply during
the period. A number of large U.S. financial institutions such as
Citicorp and Chase Manhattan had significant overseas exposure.
Weakening global economies and potential credit losses raised very
real concerns about future profit growth for these companies. 
Q. ANY OTHER SIGNIFICANT DISAPPOINTMENTS?
A. The biggest was Cendant, a services company that owns brands such
as Avis car rentals, Howard Johnson hotels and Century 21 real estate.
In mid-April, the company unexpectedly disclosed accounting
irregularities. Because Cendant's earnings had been overstated as a
result, its future growth prospects immediately worsened
significantly. That led to heavy selling of the stock and a
substantial drop in its price. While this problem caught me by
surprise, accounting irregularities of this type within a company can
be very difficult to detect. 
Q. ON A DIFFERENT SUBJECT, THE NUMBER OF INDIVIDUAL HOLDINGS IN THE
FUND HAS DECREASED FROM ABOUT 470 ON MARCH 31 TO ABOUT 350 ON
SEPTEMBER 30. WHAT'S BEHIND THIS?
A. This is part of a strategy I've gradually been employing as market
conditions have given me the opportunity. As I've reduced the number
of overall holdings in the fund, I've increased the concentration of
the fund's investments in the top 10 and top 50 largest holdings. This
was a more difficult process when markets were generally rising, but
the recent volatility has provided me the opportunity to buy more of
my favorite stocks at attractive prices. Historical analysis I've done
shows that the fund's largest holdings have had the strongest positive
influence on its overall performance. Thus, I believe I can
incrementally improve Magellan's long-term performance by giving
heavier weighting to my best ideas. As a result, the percentage of the
fund's investments concentrated in its top 10 largest holdings has
increased from 16.6% on March 31 to 21.8% on September 30. The
percentage of investments in the top 50 stocks has risen, too.
Finally, it's important to note that the fund remained well
diversified across more than 300 stocks in more than a dozen different
industries at the end of the period.
Q. BOB, WHAT'S YOUR PERSPECTIVE GOING FORWARD?
A. As Magellan shareholders know, I don't predict the near-term
direction of the market. There is still a great deal of uncertainty
about how the worldwide economic troubles will impact U.S. corporate
profits; we'll learn more as companies report their third- and
fourth-quarter results. Over longer periods, stock prices generally
follow earnings, and I will continue to focus on those companies that
I believe can grow earnings faster than the overall market. The market
backdrop - in terms of interest rates and inflation - at this point
still appears relatively favorable. However, we all know that can
change. If I can pinpoint companies with significant potential for
earnings growth as well as companies that may be growing more slowly
but whose stock valuations are historically low, I believe the fund
has an excellent chance to outperform the market and its peers 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.
 
(checkmark)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 September 30, 1998, 
more than $65.8 billion
MANAGER: Robert Stansky, 
since 1996; manager, Fidelity 
Growth Company Fund and 
Fidelity Advisor Equity Growth, 
1987-1996; Fidelity Emerging 
Growth Fund, 1990-1991; 
Fidelity Select Defense and 
Aerospace Portfolio, 1984-
1987; joined Fidelity in 1983
 
BOB STANSKY ON INVESTING 
IN A VOLATILE MARKET:
"Volatile market conditions don't 
change the fundamental way in 
which I manage money. I believe 
over the long run the best defense 
is a good offense. If I can find 
companies that are growing 
earnings over a one-, two- or 
three-year period, that are able to 
finance their growth and are 
selling at attractive valuations, I've 
provided the fund with the 
opportunity for capital 
appreciation. That's opposed to 
battening down the hatches and 
investing in defensive-type stocks 
that may not fall as far as others in 
a down market. Stocks can make 
strong gains over short periods, 
and I don't want to be standing on 
the sidelines when upside 
potential is realized. 
"The bottom line is that I don't 
time or predict the market; any 
number of factors can make stocks 
rise or fall over the course of a day, 
week, month or even a year. But 
over the long haul it all gets down 
to one thing: earnings. Companies 
that can grow their profits 
significantly and whose stocks are 
fairly priced or undervalued have the 
best chance at appreciation. Those 
are the opportunities that will catch 
my eye time and time again, 
whether the current direction of 
the market is up or down." 
 
INVESTMENT CHANGES 
 
<TABLE>
<CAPTION>
<S>                                      <C>           <C>                      
TOP TEN STOCKS AS OF SEPTEMBER 30, 1998                                         
 
                                         % OF FUND'S   % OF FUND'S INVESTMENTS  
                                         INVESTMENTS   IN THESE STOCKS          
                                                       6 MONTHS AGO             
 
General Electric Co.                      3.9           3.5                     
 
Microsoft Corp.                           3.6           2.2                     
 
Intel Corp.                               2.1           1.0                     
 
Cisco Systems, Inc.                       2.0           1.1                     
 
Merck & Co., Inc.                         1.9           1.7                     
 
Wal-Mart Stores, Inc.                     1.8           1.4                     
 
Home Depot, Inc.                          1.8           1.4                     
 
MCI WorldCom, Inc.                        1.7           1.2                     
 
Lucent Technologies, Inc.                 1.5           0.8                     
 
America Online, Inc.                      1.5           0.4                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                           <C>           <C>                      
TOP FIVE MARKET SECTORS AS OF SEPTEMBER 30,                                          
1998                                                                                 
 
                                              % OF FUND'S   % OF FUND'S INVESTMENTS  
                                              INVESTMENTS   IN THESE MARKET SECTORS  
                                                            6 MONTHS AGO             
 
TECHNOLOGY                                     21.6          15.3                    
 
HEALTH                                         11.7          11.7                    
 
FINANCE                                        11.2          13.1                    
 
RETAIL & WHOLESALE                             9.3           8.6                     
 
INDUSTRIAL                                     7.0           8.1                     
MACHINERY &                                                                          
EQUIPMENT                                                                            
 
</TABLE>
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS) 
 
AS OF SEPTEMBER 30, 1998 * 
ROW: 1, COL: 1, VALUE: 93.59999999999999
ROW: 1, COL: 2, VALUE: 6.4
STOCKS 93.6%
SHORT-TERM
INVESTMENTS 6.4%
*FOREIGN
INVESTMENTS 4.8%
 
AS OF MARCH 31, 1998 ** 
ROW: 1, COL: 1, VALUE: 96.2
ROW: 1, COL: 2, VALUE: 3.8
STOCKS 96.2%
SHORT-TERM
INVESTMENTS 3.8%
**FOREIGN
INVESTMENTS 8.6%
 
INVESTMENTS SEPTEMBER 30, 1998  
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
COMMON STOCKS - 93.6%                                         
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
AEROSPACE & DEFENSE -                                         
1.3%                                                          
 
AEROSPACE & DEFENSE -                                         
1.2%                                                          
 
AlliedSignal, Inc.               7,852,500   $ 277,782        
 
Boeing Co.                       2,908,600    99,801          
 
Gulfstream Aerospace             938,000      37,755          
Corp. (a)                                                     
 
Textron, Inc.                    1,211,400    73,441          
 
United Technologies Corp.        3,821,900    292,136         
 
                                              780,915         
 
DEFENSE ELECTRONICS - 0.0%                                    
 
Raytheon Co. Class B             651,500      35,140          
 
SHIP BUILDING & REPAIR -                                      
0.1%                                                          
 
General Dynamics Corp.           1,003,800    50,378          
 
TOTAL AEROSPACE &                             866,433         
DEFENSE                                                       
 
BASIC INDUSTRIES - 1.7%                                       
 
CHEMICALS & PLASTICS -                                        
1.0%                                                          
 
Air Products & Chemicals,        500,000      14,875          
Inc.                                                          
 
du Pont (E.I.) de Nemours        5,672,300    318,358         
& Co.                                                         
 
Hanna (M.A.) Co.                 1,358,325    15,281          
 
Monsanto Co.                     3,982,800    224,530         
 
Praxair, Inc.                    1,356,000    44,324          
 
Schulman (A.), Inc.              174,625      2,467           
 
Synetic, Inc. (a)(c)             1,157,582    48,040          
 
Trivest 1992 Special Fund        26.6(d)      4,487           
Ltd.                                                       
 
                                              672,362         
 
IRON & STEEL - 0.2%                                           
 
Aeroquip-Vickers, Inc.           541,500      15,568          
 
Nucor Corp.                      2,692,400    109,379         
 
                                              124,947         
 
METALS & MINING - 0.2%                                        
 
Aluminum Co. of America          1,950,000    138,450         
 
PACKAGING & CONTAINERS -                                      
0.0%                                                          
 
Owens-Illinois, Inc. (a)         742,700      18,568          
 
PAPER & FOREST PRODUCTS -                                     
0.3%                                                          
 
Fort James Corp.                 737,500      24,199          
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
BASIC INDUSTRIES -                                            
CONTINUED                                                     
 
PAPER & FOREST PRODUCTS -                                     
CONTINUED                                                     
 
Kimberly-Clark Corp.             2,889,800   $ 117,037        
 
Louisiana-Pacific Corp.          2,032,600    41,414          
 
                                              182,650         
 
TOTAL BASIC                                   1,136,977       
INDUSTRIES                                                    
 
CONSTRUCTION & REAL                                           
ESTATE - 1.9%                                                 
 
BUILDING MATERIALS - 1.0%                                     
 
Centex Construction              577,800      19,717          
Products, Inc.                                                
 
Lafarge Corp. (c)                4,418,943    126,216         
 
Masco Corp.                      6,075,800    149,617         
 
Owens-Corning                    1,779,100    57,932          
 
Sherwin-Williams Co.             6,836,400    147,837         
 
Southdown, Inc. (c)              2,199,792    98,991          
 
USG Corp.                        2,413,000    104,362         
 
                                              704,672         
 
CONSTRUCTION - 0.3%                                           
 
Centex Corp.                     1,200,000    41,400          
 
Clayton Homes, Inc.              1,262,687    22,097          
 
Oakwood Homes Corp. (c)          3,719,200    48,815          
 
Pulte Corp. (c)                  2,878,000    70,691          
 
                                              183,003         
 
REAL ESTATE INVESTMENT                                        
TRUSTS - 0.6%                                                 
 
Boston Properties, Inc.          1,105,000    31,493          
 
Crescent Real Estate             2,101,900    53,073          
Equities, Inc.                                                
 
Equity Office Properties         2,086,400    51,117          
Trust                                                         
 
Equity Residential               1,271,500    53,641          
Properties Trust (SBI)                                        
 
Patriot American                 1,988,400    25,352          
Hospitality, Inc. Unit                                        
 
Public Storage, Inc.             1,136,300    30,467          
 
Starwood Hotels & Resorts        4,400,327    134,210         
 
                                              379,353         
 
TOTAL CONSTRUCTION                            1,267,028       
& REAL ESTATE                                                 
 
DURABLES - 3.2%                                               
 
AUTOS, TIRES, & ACCESSORIES                                   
- - 1.5%                                                        
 
AutoZone, Inc. (a)               3,135,800    77,219          
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
DURABLES - CONTINUED                                          
 
AUTOS, TIRES, & ACCESSORIES                                   
- - CONTINUED                                                   
 
Chrysler Corp.                   1,819,300   $ 87,099         
 
Circuit City Stores, Inc. -      224,300      1,318           
CarMax Group (a)                                              
 
Danaher Corp.                    2,507,000    75,210          
 
Ford Motor Co.                   11,504,000   539,969         
 
Lear Corp. (a)                   1,316,300    57,588          
 
Pep Boys-Manny, Moe &            1,155,000    15,448          
Jack                                                          
 
Republic Industries, Inc. (a)    10,379,927   151,158         
 
                                              1,005,009       
 
CONSUMER DURABLES -                                           
0.3%                                                          
 
Minnesota Mining &               2,909,100    214,364         
Manufacturing Co.                                             
 
CONSUMER ELECTRONICS -                                        
0.6%                                                          
 
Black & Decker Corp. (c)         4,780,000    198,968         
 
General Motors Corp.             500,000      18,406          
Class H                                                       
 
Matsushita Electric              614,000      8,335           
Industrial Co. Ltd.                                           
 
Maytag Corp.                     2,600,000    124,150         
 
Whirlpool Corp.                  611,000      28,717          
 
                                              378,576         
 
HOME FURNISHINGS - 0.4%                                       
 
Leggett & Platt, Inc. (c)        12,416,700   257,647         
 
TEXTILES & APPAREL - 0.4%                                     
 
Liz Claiborne, Inc.              2,547,800    66,721          
 
NIKE, Inc. Class B               3,398,500    125,107         
 
Polo Ralph Lauren Corp.          1,799,000    35,868          
Class A (a)(c)                                                
 
Tommy Hilfiger (a)               1,100,000    45,100          
 
Warnaco Group, Inc. Class        800,000      18,500          
A                                                             
 
                                              291,296         
 
TOTAL DURABLES                                2,146,892       
 
ENERGY - 6.2%                                                 
 
ENERGY SERVICES - 0.5%                                        
 
Halliburton Co.                  4,899,600    139,945         
 
Schlumberger Ltd.                3,271,300    164,587         
 
                                              304,532         
 
OIL & GAS - 5.7%                                              
 
Amoco Corp.                      5,447,740    293,497         
 
Anadarko Petroleum               7,434,100    292,253         
Corp. (c)                                                     
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
ENERGY - CONTINUED                                            
 
OIL & GAS - CONTINUED                                         
 
Apache Corp.                     2,659,715   $ 71,314         
 
British Petroleum Co. PLC        13,400,000   194,968         
 
Burlington Resources, Inc.       4,082,100    152,568         
 
Canadian Natural                 2,702,600    44,127          
Resources Ltd. (a)                                            
 
Chevron Corp.                    3,034,200    255,062         
 
Coastal Corp. (The)              5,384,000    181,710         
 
Cooper Cameron Corp. (a)         1,671,500    47,011          
 
Elf Aquitaine                    1,215,600    151,117         
 
Exxon Corp.                      6,253,800    438,939         
 
Mobil Corp.                      1,045,000    79,355          
 
Occidental Petroleum Corp.       8,571,400    184,285         
                                                              
 
Phillips Petroleum Co.           2,888,300    130,335         
 
Poco Petroleums Ltd. (a)         3,481,700    34,222          
 
Renaissance Energy Ltd. (a)      1,425,000    19,451          
 
Royal Dutch Petroleum Co.        9,600,000    457,200         
(NY Registry Gilder                                           
1.25)                                                         
 
Texaco, Inc.                     5,852,000    366,847         
 
Total SA Class B                 2,344,300    294,361         
 
Unocal Corp.                     2,510,369    91,001          
 
USX-Marathon Group               550,000      19,491          
 
                                              3,799,114       
 
TOTAL ENERGY                                  4,103,646       
 
FINANCE - 11.2%                                               
 
BANKS - 3.7%                                                  
 
BANACCI SA de CV Class           3,840,000    3,382           
B (a)                                                         
 
Banc One Corp.                   1,835,357    78,232          
 
BankAmerica Corp.                8,086,900    486,225         
 
Chase Manhattan Corp.            5,870,000    253,878         
 
Citicorp                         4,429,800    411,695         
 
Comerica, Inc.                   775,000      42,480          
 
National City Corp.              306,551      20,213          
 
NationsBank Corp.                4,051,618    216,762         
 
Norwest Corp.                    600,000      21,488          
 
Societe Generale, France         485,000      53,720          
Class A                                                       
 
SunTrust Banks, Inc.             100,000      6,200           
 
Synovus Finanical Corp.          1,709,775    33,768          
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
FINANCE - CONTINUED                                           
 
BANKS - CONTINUED                                             
 
U.S. Bancorp                     6,111,600   $ 217,344        
 
Wells Fargo & Co.                1,664,900    591,040         
 
                                              2,436,427       
 
CREDIT & OTHER FINANCE -                                      
1.3%                                                          
 
American Express Co.             1,100,000    85,388          
 
Associates First Capital         4,758,787    310,511         
Corp.                                                         
 
First Chicago NBD Corp.          200,000      13,700          
 
Fleet Financial Group, Inc.      1,761,000    129,323         
 
Greenpoint Financial Corp.       2,351,800    74,964          
                                                              
 
Household International,         2,620,395    98,265          
Inc.                                                          
 
Providian Financial Corp.        2,201,300    186,698         
 
                                              898,849         
 
FEDERAL SPONSORED CREDIT                                      
- - 1.9%                                                        
 
Fannie Mae                       12,048,000   774,084         
 
Freddie Mac                      9,061,600    447,983         
 
SLM Holding Corp.                481,950      15,633          
 
                                              1,237,700       
 
INSURANCE - 3.3%                                              
 
Aetna, Inc.                      404,900      28,141          
 
AFLAC, Inc.                      4,604,800    131,525         
 
Allstate Corp.                   11,813,000   492,454         
 
American International           8,009,225    616,710         
Group, Inc.                                                   
 
Chubb Corp. (The)                1,100,000    69,300          
 
General Re Corp.                 326,100      66,198          
 
Hartford Financial Services      400,000      18,975          
Group, Inc.                                                   
 
Old Republic International       2,087,700    46,973          
Corp.                                                         
 
Progressive Corp.                1,624,700    183,185         
 
Provident Companies, Inc.        238,000      8,033           
 
Reliastar Financial Corp.        1,691,616    65,973          
 
SunAmerica, Inc.                 4,237,450    258,484         
 
UNUM Corp.                       4,333,400    215,316         
 
                                              2,201,267       
 
SAVINGS & LOANS - 0.2%                                        
 
Ahmanson (H.F.) & Co.            500,000      27,750          
 
Charter One Financial, Inc.      2,590,440    64,437          
                                                              
 
Washington Mutual, Inc.          2,253,750    76,064          
 
                                              168,251         
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
FINANCE - CONTINUED                                           
 
SECURITIES INDUSTRY - 0.8%                                    
 
Merrill Lynch & Co., Inc.        1,673,200   $ 79,268         
 
Morgan Stanley, Dean             2,650,035    114,117         
Witter, Discover & Co.                                        
 
Travelers Group, Inc. (The)      8,815,389    330,577         
 
                                              523,962         
 
TOTAL FINANCE                                 7,466,456       
 
HEALTH - 11.7%                                                
 
DRUGS & PHARMACEUTICALS                                       
- - 8.6%                                                        
 
American Home Products           14,295,200   748,711         
Corp.                                                         
 
Bristol-Myers Squibb Co.         9,080,800    943,268         
 
Elan Corp. PLC ADR (a)           2,301,000    165,816         
 
Lilly (Eli) & Co.                6,351,200    497,378         
 
Merck & Co., Inc.                9,587,600    1,242,193       
 
Pfizer, Inc.                     4,326,700    458,360         
 
Rhone-Poulenc SA Class A         2,000,932    83,499          
 
Sankyo Co. Ltd.                  1,514,000    33,459          
 
Schering-Plough Corp.            8,328,600    862,531         
 
Takeda Chemical Industries       2,130,000    56,891          
Ltd.                                                          
 
Warner-Lambert Co.               8,534,100    644,325         
 
XOMA Corp. (a)                   3,030        7               
 
                                              5,736,438       
 
MEDICAL EQUIPMENT &                                           
SUPPLIES - 2.2%                                               
 
Abbott Laboratories              1,470,700    63,884          
 
Baxter International, Inc.       300,000      17,850          
 
Becton, Dickinson & Co.          2,546,200    104,712         
 
Boston Scientific Corp. (a)      4,731,000    243,055         
 
Johnson & Johnson                7,900,000    618,175         
 
McKesson Corp.                   2,265,000    207,531         
 
Medtronic, Inc.                  3,009,000    174,146         
 
St. Jude Medical, Inc. (a)       1,198,900    27,725          
 
                                              1,457,078       
 
MEDICAL FACILITIES                                            
MANAGEMENT - 0.9%                                             
 
Carematrix Corp. (a)(c)          899,100      20,455          
 
Columbia/HCA Healthcare          8,529,253    171,118         
Corp.                                                         
 
HEALTHSOUTH Corp. (a)            16,144,800   170,529         
 
Humana, Inc. (a)                 900,000      14,738          
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
HEALTH - CONTINUED                                            
 
MEDICAL FACILITIES                                            
MANAGEMENT - CONTINUED                                        
 
Tenet Healthcare Corp. (a)       1,392,195   $ 40,026         
 
United HealthCare Corp.          2,494,100    87,294          
 
Universal Health Services,       788,100      32,903          
Inc. Class B (a)                                              
 
Wellpoint Health Networks,       1,000,000    56,063          
Inc. (a)                                                      
 
                                              593,126         
 
TOTAL HEALTH                                  7,786,642       
 
INDUSTRIAL MACHINERY                                          
& EQUIPMENT - 7.0%                                            
 
ELECTRICAL EQUIPMENT -                                        
4.8%                                                          
 
Alcatel Alsthom                  1,356,000    115,204         
Compagnie Generale                                            
d'Electricite SA                                              
 
Emerson Electric Co.             5,482,400    341,279         
 
General Electric Co.             32,803,100   2,609,889       
 
Loral Space &                    580,200      8,558           
Communications Ltd. (a)                                       
 
Philips Electronics NV           1,600,000    85,355          
(Bearer)                                                      
 
SLI, Inc. (a)                    519,000      8,012           
 
                                              3,168,297       
 
INDUSTRIAL MACHINERY &                                        
EQUIPMENT - 2.0%                                              
 
Case Corp. (c)                   4,440,000    96,570          
 
Caterpillar, Inc.                1,770,100    78,880          
 
Cooper Industries, Inc.          1,150,000    46,863          
 
Deere & Co.                      1,880,000    56,870          
 
Illinois Tool Works, Inc.        6,400,000    348,800         
 
Ingersoll-Rand Co.               902,850      34,252          
 
Tyco International Ltd.          12,202,206   674,172         
 
                                              1,336,407       
 
POLLUTION CONTROL - 0.2%                                      
 
Republic Services, Inc.          2,000,000    39,000          
Class A (a)                                                   
 
Waste Management, Inc.           1,652,500    79,423          
 
                                              118,423         
 
TOTAL INDUSTRIAL                              4,623,127       
MACHINERY &                                                   
EQUIPMENT                                                     
 
MEDIA & LEISURE - 5.3%                                        
 
BROADCASTING - 2.7%                                           
 
CBS Corp.                        12,464,164   302,256         
 
Chancellor Media Corp. (a)       100,000      3,338           
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
MEDIA & LEISURE -                                             
CONTINUED                                                     
 
BROADCASTING - CONTINUED                                      
 
Clear Channel                    7,849,680   $ 372,860        
Communications, Inc. (a)                                      
 
Comcast Corp. Class A            875,000      41,070          
(special)                                                     
 
Cox Communications, Inc.         844,700      46,142          
Class A (a)                                                   
 
Heftel Broadcasting Corp.        663,800      25,058          
Class A (a)                                                   
 
MediaOne Group, Inc. (a)         1,450,000    64,434          
 
Metromedia Fiber                 164,200      5,378           
Network, Inc. Class A                                         
 
Nielsen Media Research,          472,966      4,848           
Inc. (a)                                                      
 
Tele-Communications, Inc.        1,936,201    75,754          
(TCI Group) Series A (a)                                      
 
Time Warner, Inc.                9,459,603    828,306         
 
Univision Communications,        595,000      17,701          
Inc. Class A (a)                                              
 
USA Networks, Inc. (a)           1,196,980    23,266          
 
                                              1,810,411       
 
ENTERTAINMENT - 1.2%                                          
 
Alliance Gaming                  17,753       36              
Corp. (a)(e)                                                  
 
Disney (Walt) Co.                9,557,000    241,912         
 
News Corp. Ltd. ADR              3,400,000    87,125          
 
Viacom, Inc. Class B             8,254,400    478,755         
(non-vtg.) (a)                                                
 
                                              807,828         
 
LODGING & GAMING - 0.4%                                       
 
Extended Stay America,           4,828,503    38,628          
Inc. (a)(c)                                                   
 
Hilton Hotels Corp.              3,929,200    67,042          
 
Host Marriott Corp. (a)(c)       13,228,400   167,835         
 
Prime Hospitality Corp. (a)      1,577,600    11,043          
 
Promus Hotel Corp. (a)           100,000      2,756           
 
                                              287,304         
 
PUBLISHING - 0.4%                                             
 
Gannet Co., Inc.                 2,010,400    107,682         
 
Harcourt General, Inc.           848,900      41,066          
 
Houghton Mifflin Co.             17,100       530             
 
McGraw-Hill Companies,           163,000      12,918          
Inc.                                                          
 
Times Mirror Co. Class A         697,300      37,044          
 
Tribune Co.                      823,100      41,412          
 
                                              240,652         
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
MEDIA & LEISURE -                                             
CONTINUED                                                     
 
RESTAURANTS - 0.6%                                            
 
Host Marriott Services           2,832,100   $ 25,843         
Corp. (a)(c)                                                  
 
McDonald's Corp.                 6,282,200    374,969         
 
                                              400,812         
 
TOTAL MEDIA & LEISURE                         3,547,007       
 
NONDURABLES - 4.2%                                            
 
BEVERAGES - 0.9%                                              
 
Coca-Cola Co. (The)              5,466,800    315,024         
 
Coca-Cola Enterprises, Inc.      525,000      13,256          
                                                              
 
PepsiCo, Inc.                    9,656,800    284,272         
 
Stroh Brewery Co.                21,307       76              
warrants 7/1/01 (a)                                           
 
                                              612,628         
 
FOODS - 0.1%                                                  
 
Bestfoods                        800,000      38,750          
 
Heinz (H.J.) Co.                 585,800      29,949          
 
Sara Lee Corp.                   500,000      27,000          
 
                                              95,699          
 
HOUSEHOLD PRODUCTS -                                          
1.7%                                                          
 
Avon Products, Inc.              2,346,000    65,835          
 
Clorox Co.                       70,200       5,792           
 
Estee Lauder Companies,          863,000      44,229          
Inc.                                                          
 
Gillette Co.                     9,775,800    373,924         
 
Procter & Gamble Co.             6,247,300    443,168         
 
Revlon, Inc. Class A (a)         200,000      6,363           
 
Unilever NV (NY shares)          3,029,700    185,569         
 
                                              1,124,880       
 
TOBACCO - 1.5%                                                
 
Philip Morris Companies,         21,410,200   986,207         
Inc.                                                          
 
TOTAL NONDURABLES                             2,819,414       
 
RETAIL & WHOLESALE -                                          
9.3%                                                          
 
APPAREL STORES - 1.3%                                         
 
Gap, Inc.                        11,355,800   599,018         
 
Intimate Brands, Inc. Class      1,090,300    20,648          
A                                                             
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
RETAIL & WHOLESALE -                                          
CONTINUED                                                     
 
APPAREL STORES -                                              
CONTINUED                                                     
 
Lamonts Apparel, Inc. (a):                                    
 
Class A                          433,431     $ 271            
 
Class A warrants                 269,324      67              
1/31/08                                                       
 
Class B warrants                 85,594       21              
1/31/08                                                       
 
Limited, Inc. (The)              5,100,400    111,890         
 
TJX Companies, Inc.              5,496,800    97,912          
 
                                              829,827         
 
DRUG STORES - 0.7%                                            
 
CVS Corp.                        9,776,286    428,324         
 
Rite Aid Corp.                   1,008,200    35,791          
 
                                              464,115         
 
GENERAL MERCHANDISE                                           
STORES - 3.0%                                                 
 
Consolidated Stores              2,519,068    49,437          
Corp. (a)                                                     
 
Costco Companies, Inc. (a)       855,500      40,529          
 
Dayton Hudson Corp.              12,509,400   447,211         
 
Federated Department             4,215,700    153,346         
Stores, Inc. (a)                                              
 
Ito-Yokado Co. Ltd.              88,000       4,186           
 
J.C. Penney Co., Inc.            1,907,100    85,700          
 
Neiman-Marcus Group,             668,700      14,461          
Inc. (a)                                                      
 
Wal-Mart Stores, Inc.            22,172,500   1,211,173       
 
                                              2,006,043       
 
GROCERY STORES - 0.8%                                         
 
Meyer (Fred), Inc. (a)           1,405,000    54,619          
 
Safeway, Inc. (a)                10,954,400   508,010         
 
                                              562,629         
 
RETAIL & WHOLESALE,                                           
MISCELLANEOUS - 3.5%                                          
 
AgriBioTech, Inc. (a)            1,137,500    12,655          
 
Circuit City Stores, Inc. -      1,202,500    40,058          
Circuit City Group                                            
 
Home Depot, Inc.                 30,402,450   1,200,897       
 
Lowe's Companies, Inc.           13,047,000   415,058         
 
N2K, Inc.                        394,700      2,837           
 
Office Depot, Inc. (a)           8,644,400    193,959         
 
Pier 1 Imports, Inc.             600,000      4,500           
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
RETAIL & WHOLESALE -                                          
CONTINUED                                                     
 
RETAIL & WHOLESALE,                                           
MISCELLANEOUS - CONTINUED                                     
 
Staples, Inc. (a)                12,582,900  $ 369,623        
 
Tandy Corp.                      1,722,600    92,159          
 
                                              2,331,746       
 
TOTAL RETAIL &                                6,194,360       
WHOLESALE                                                     
 
SERVICES - 1.5%                                               
 
ADVERTISING - 0.7%                                            
 
Interpublic Group of             200,000      10,788          
Companies, Inc.                                               
 
Omnicom Group, Inc.              8,151,576    366,821         
 
Outdoor Systems, Inc. (a)        5,975,437    116,521         
 
                                              494,130         
 
LEASING & RENTAL - 0.0%                                       
 
Hertz Corp. Class A              203,000      8,399           
 
PRINTING - 0.0%                                               
 
Wallace Computer                 575,300      10,319          
Services, Inc.                                                
 
SERVICES - 0.8%                                               
 
AccuStaff, Inc. (a)              532,000      7,747           
 
Assisted Living Concepts,        1,103,000    15,649          
Inc. (a)(c)                                                   
 
Cendant Corp. (a)                14,487,000   168,411         
 
Manpower, Inc.                   2,955,900    60,411          
 
Rentokil Initial PLC             10,566,935   65,207          
 
Robert Half International,       3,338,950    144,201         
Inc. (a)                                                      
 
Service Corp. International      1,200,000    38,250          
 
                                              499,876         
 
TOTAL SERVICES                                1,012,724       
 
TECHNOLOGY - 21.6%                                            
 
COMMUNICATIONS                                                
EQUIPMENT - 4.6%                                              
 
3Com Corp. (a)                   2,866,700    86,180          
 
Ascend Communications,           4,079,600    185,622         
Inc. (a)                                                      
 
Cisco Systems, Inc. (a)          21,980,200   1,358,651       
 
Lucent Technologies, Inc.        14,817,724   1,023,349       
 
Newbridge Networks               2,116,200    37,959          
Corp. (a)                                                     
 
Northern Telecom Ltd.            105,900      3,396           
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
TECHNOLOGY - CONTINUED                                        
 
COMMUNICATIONS                                                
EQUIPMENT - CONTINUED                                         
 
OY Nokia AB:                                                  
 
Series A                         1,200,000   $ 94,088         
 
sponsored ADR                    3,577,000    280,571         
 
                                              3,069,816       
 
COMPUTER SERVICES &                                           
SOFTWARE - 8.0%                                               
 
America Online, Inc.             9,065,100    1,008,492       
 
BMC Software, Inc.               4,817,700    289,363         
 
Ceridian Corp. (a)               1,250,700    71,759          
 
CompUSA, Inc. (a)                2,085,700    36,109          
 
Computer Associates              5,052,900    186,957         
International, Inc.                                           
 
Compuware Corp. (a)              1,100,000    64,763          
 
DST Systems, Inc. (a)            200,400      10,571          
 
Electronic Arts, Inc. (a)        1,711,100    75,075          
 
Equifax, Inc.                    870,170      31,054          
 
First Data Corp.                 4,424,000    103,964         
 
HBO & Co.                        6,000,000    173,250         
 
IMS Health, Inc.                 1,418,900    87,883          
 
Keane, Inc. (a)                  600,000      21,075          
 
Lycos, Inc. (a)                  100,000      3,381           
 
Microsoft Corp. (a)              22,097,700   2,432,128       
 
Netscape Communications          1,370,000    29,969          
Corp. (a)                                                     
 
Oracle Corp. (a)                 17,315,600   504,317         
 
Parametric Technology            3,405,000    34,263          
Corp. (a)                                                     
 
PeopleSoft, Inc. (a)             3,559,200    116,119         
 
SAP AG sponsored ADR             417,000      16,237          
 
Sportsline USA, Inc.             400,000      6,975           
 
Yahoo, Inc. (a)                  400,000      51,800          
 
                                              5,355,504       
 
COMPUTERS & OFFICE                                            
EQUIPMENT - 5.5%                                              
 
Comdisco, Inc. (c)               9,900,000    134,888         
 
Compaq Computer Corp.            17,765,500   561,834         
 
Dell Computer Corp. (a)          9,688,400    637,012         
 
EMC Corp. (a)                    9,660,482    552,459         
 
Fore Systems, Inc. (a)           1,400,000    23,275          
 
Hewlett-Packard Co.              770,600      40,794          
 
International Business           6,928,400    886,835         
Machines Corp.                                                
 
Pitney Bowes, Inc.               4,875,600    266,025         
 
Seagate Technology,              2,455,300    61,536          
Inc. (a)                                                      
 
Sun Microsystems, Inc. (a)       3,950,000    196,759         
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
TECHNOLOGY - CONTINUED                                        
 
COMPUTERS & OFFICE                                            
EQUIPMENT - CONTINUED                                         
 
Tech Data Corp. (a)              788,800     $ 39,489         
 
Xerox Corp.                      3,200,000    271,200         
 
                                              3,672,106       
 
ELECTRONIC INSTRUMENTS -                                      
0.1%                                                          
 
Thermo Electron Corp. (a)        2,733,200    41,169          
 
Thermo Instruments               200,000      2,200           
Systems, Inc. (a)                                             
 
Waters Corp. (a)                 765,800      51,309          
 
                                              94,678          
 
ELECTRONICS - 3.2%                                            
 
Altera Corp. (a)                 200,000      7,025           
 
Analog Devices, Inc. (a)         1,453,866    23,353          
 
Intel Corp.                      16,408,800   1,407,055       
 
Lattice Semiconductor            77,100       1,908           
Corp. (a)                                                     
 
Linear Technology Corp.          1,588,300    79,415          
 
LSI Logic Corp. (a)              900,000      11,363          
 
Maxim Integrated Products,       1,889,200    52,661          
Inc. (a)                                                      
 
Micron Technology, Inc. (a)      1,200,000    36,525          
 
Motorola, Inc.                   1,309,400    55,895          
 
Rambus, Inc. (a)                 800,000      51,200          
 
Rohm Co. Ltd.                    483,000      45,948          
 
Solectron Corp. (a)              1,430,100    68,645          
 
Texas Instruments, Inc.          5,397,000    284,692         
 
Xilinx, Inc. (a)                 100,000      3,500           
 
                                              2,129,185       
 
PHOTOGRAPHIC EQUIPMENT -                                      
0.2%                                                          
 
Fuji Photo Film Co. Ltd.         3,032,000    104,280         
 
TOTAL TECHNOLOGY                              14,425,569      
 
TRANSPORTATION - 1.3%                                         
 
AIR TRANSPORTATION - 0.2%                                     
 
AMR Corp. (a)                    1,978,100    109,661         
 
Delta Air Lines, Inc.            563,300      54,781          
 
                                              164,442         
 
RAILROADS - 0.9%                                              
 
Bombardier, Inc. Class B         8,700        95              
 
Burlington Northern Santa        1,741,920    55,741          
Fe Corp.                                                      
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
TRANSPORTATION -                                              
CONTINUED                                                     
 
RAILROADS - CONTINUED                                         
 
CSX Corp.                        6,895,600   $ 290,046        
 
Norfolk Southern Corp.           8,409,100    244,389         
 
                                              590,271         
 
TRUCKING & FREIGHT - 0.2%                                     
 
CNF Transportation, Inc.         642,000      18,698          
 
Landstar System, Inc. (a)(c)     901,200      25,403          
 
Swift Transportation Co.,        3,333,250    57,915          
Inc. (a)(c)                                                   
 
                                              102,016         
 
TOTAL                                         856,729         
TRANSPORTATION                                                
 
UTILITIES - 6.2%                                              
 
CELLULAR - 0.4%                                               
 
AirTouch Communications,         1,990,000    113,430         
Inc. (a)                                                      
 
Nextel Communications,           1,700,000    34,319          
Inc. Class A (a)                                              
 
Teleglobe, Inc.                  400,000      10,410          
 
Vodafone Group PLC               782,900      88,272          
sponsored ADR                                                 
 
                                              246,431         
 
ELECTRIC UTILITY - 0.4%                                       
 
Duke Energy Corp.                1,382,000    91,471          
 
PG&E Corp.                       5,413,048    172,879         
 
                                              264,350         
 
GAS - 0.2%                                                    
 
Enron Corp.                      2,581,300    136,325         
 
TELEPHONE SERVICES - 5.2%                                     
 
ALLTEL Corp.                     213,000      10,091          
 
Ameritech Corp.                  3,018,400    142,997         
 
AT&T Corp.                       12,367,280   722,713         
 
Bell Atlantic Corp.              979,100      47,425          
 
BellSouth Corp.                  5,228,700    393,460         
 
GTE Corp.                        6,770,800    372,394         
 
MCI WorldCom, Inc. (a)           23,027,341   1,125,461       
 
Qwest Communications             1,100,000    34,444          
International, Inc. (a)                                       
 
SBC Communications, Inc.         7,332,800    325,851         
 
Sprint Corp.                     1,444,700    104,018         
 
Telebras sponsored ADR           1,338,300    92,343          
 
COMMON STOCKS - CONTINUED                                     
 
                                SHARES       VALUE (NOTE 1)   
                                             (000S)           
 
UTILITIES - CONTINUED                                         
 
TELEPHONE SERVICES -                                          
CONTINUED                                                     
 
Telecom Italia Mobile Spa        13,960,000  $ 81,455         
 
Telefonica de Espana SA          813,000      29,696          
 
                                              3,482,348       
 
TOTAL UTILITIES                               4,129,454       
 
TOTAL COMMON                                  62,382,458      
STOCKS                                                        
(Cost $43,727,761)                                            
 
PREFERRED STOCKS - 0.0%                         
 
                                                
 
CONVERTIBLE PREFERRED                           
STOCKS - 0.0%                                   
 
BASIC INDUSTRIES - 0.0%                         
 
CHEMICALS & PLASTICS -                          
0.0%                                            
 
Sealed Air Corp. Series A,       416,242      15,037  
$2.00                                           
 
INDUSTRIAL MACHINERY                            
& EQUIPMENT - 0.0%                              
 
ELECTRICAL EQUIPMENT -                          
0.0%                                            
 
Ampex Corp. 8%                   631          984     
non-cumulative (a)                              
 
TOTAL CONVERTIBLE                             16,021  
PREFERRED STOCKS                                
 
NONCONVERTIBLE                                  
PREFERRED STOCKS -                              
0.0%                                            
 
INDUSTRIAL MACHINERY                            
& EQUIPMENT - 0.0%                              
 
ELECTRICAL EQUIPMENT -                          
0.0%                                            
 
Ampex Corp. 8%                   1,379        2,151   
non-cumulative (a)                              
 
TOTAL PREFERRED                               18,172  
STOCKS                                          
(Cost $21,748)                                  
 
COMMERCIAL MORTGAGE SECURITIES - 0.0%                                 
 
                        MOODY    PRINCIPAL              
                        'S       AMOUNT (000S)          
                        RATING                         
                        S                              
                        (UNAUD                         
                        ITED)                          
 
Bardell Associates Note -        $ 4,278      4,545  
Trust                                                                 
12.5%, 11/1/08 (e)                                                    
(Cost $4,349)                                                         
 
CASH EQUIVALENTS - 6.4%                                       
 
                                 MATURITY      VALUE (NOTE 1)   
                                 AMOUNT (000S) (000S)           
 
Investments in repurchase        $ 1,864,146   $ 1,863,864      
agreements (U.S.                                              
Treasury obligations), in                                     
a joint trading account at                                    
5.44%,                                                        
dated 9/30/98 due                                             
10/1/98                                                       
 
                                 SHARES                           
 
Taxable Central Cash             2,424,151,337 2,424,151       
Fund (b)                                                      
 
TOTAL CASH                                     4,288,015       
EQUIVALENTS                                                   
(Cost $4,288,015)                                             
 
TOTAL INVESTMENT                               $ 66,693,190      
IN SECURITIES -                                
100%                                                          
(Cost $48,041,873)                                            
 
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 5.36%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) Affiliated company (see Note 6 of Notes to Financial Statements).
(d) Share amount represents number of units held.
(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:
 
SECURITY             ACQUISTION   ACQUISITION   
                     DATE         COST (000S)   
 
Alliance Gaming      7/28/98      $ -           
 Corp.                                          
 
Bardell Associates   4/19/94      $ 4,349       
 Note Trust 12.5%,                              
 11/1/08                                        
 
INCOME TAX INFORMATION
At September 30, 1998, the aggregate cost of investment securities for
income tax purposes was $48,087,491,000. Net unrealized appreciation
aggregated $18,605,699,000, of which $21,131,111,000 related to
appreciated investment securities and $2,525,412,000 related to
depreciated investment securities.
 
FINANCIAL STATEMENTS
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                                  <C>          <C>           
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) SEPTEMBER 30, 1998                              
 
ASSETS                                                                                          
 
INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE                          $ 66,693,190  
AGREEMENTS OF $1,863,864) (COST $48,041,873) -                                                  
SEE ACCOMPANYING SCHEDULE                                                                       
 
CASH                                                                               1,732        
 
RECEIVABLE FOR INVESTMENTS SOLD                                                    315,480      
 
RECEIVABLE FOR FUND SHARES SOLD                                                    59,373       
 
DIVIDENDS RECEIVABLE                                                               72,186       
 
INTEREST RECEIVABLE                                                                9,689        
 
OTHER RECEIVABLES                                                                  5,310        
 
 TOTAL ASSETS                                                                      67,156,960   
 
LIABILITIES                                                                                     
 
PAYABLE FOR INVESTMENTS PURCHASED                                    $ 1,177,181                
 
PAYABLE FOR FUND SHARES REDEEMED                                      112,794                   
 
ACCRUED MANAGEMENT FEE                                                22,661                    
 
OTHER PAYABLES AND ACCRUED EXPENSES                                   11,273                    
 
 TOTAL LIABILITIES                                                                 1,323,909    
 
NET ASSETS                                                                        $ 65,833,051  
 
NET ASSETS CONSIST OF:                                                                          
 
PAID IN CAPITAL                                                                   $ 45,314,135  
 
UNDISTRIBUTED NET INVESTMENT INCOME                                                246,239      
 
ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON                              1,620,172    
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS                                                   
 
NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS                          18,652,505   
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                                                
 
NET ASSETS, FOR 675,075 SHARES OUTSTANDING                                        $ 65,833,051  
 
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                     $97.52       
($65,833,051 (DIVIDED BY) 675,075 SHARES)                                                       
 
MAXIMUM OFFERING PRICE PER SHARE (100/97.00 OF $97.52)                             $100.54      
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                         <C>           <C>            
AMOUNTS IN THOUSANDS  SIX MONTHS ENDED SEPTEMBER 30, 1998                                
 
INVESTMENT INCOME                                                         $ 385,684      
DIVIDENDS (INCLUDING $10,453 RECEIVED FROM                                               
AFFILIATED ISSUERS)                                                                      
 
INTEREST                                                                   76,169        
 
 TOTAL INCOME                                                              461,853       
 
EXPENSES                                                                                 
 
MANAGEMENT FEE                                              $ 211,873                    
BASIC FEE                                                                                
 
 PERFORMANCE ADJUSTMENT                                      (58,099)                    
 
TRANSFER AGENT FEES                                          62,525                      
 
ACCOUNTING FEES AND EXPENSES                                 481                         
 
NON-INTERESTED TRUSTEES' COMPENSATION                        214                         
 
CUSTODIAN FEES AND EXPENSES                                  1,401                       
 
REGISTRATION FEES                                            610                         
 
AUDIT                                                        263                         
 
LEGAL                                                        123                         
 
MISCELLANEOUS                                                22                          
 
 TOTAL EXPENSES BEFORE REDUCTIONS                            219,413                     
 
 EXPENSE REDUCTIONS                                          (5,767)       213,646       
 
NET INVESTMENT INCOME                                                      248,207       
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                      
NET REALIZED GAIN (LOSS) ON:                                                             
 
 INVESTMENT SECURITIES (INCLUDING REALIZED GAIN OF           1,716,288                   
$105,644 ON SALES OF INVESTMENTS IN AFFILIATED ISSUERS)                                  
 
 FOREIGN CURRENCY TRANSACTIONS                               (1,085)       1,715,203     
 
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:                                 
 
 INVESTMENT SECURITIES                                       (7,763,165)                 
 
 ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                1,458         (7,761,707)   
 
NET GAIN (LOSS)                                                            (6,046,504)   
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                           $ (5,798,297)  
FROM OPERATIONS                                                                          
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                      <C>               <C>            
AMOUNTS IN THOUSANDS                                     SIX MONTHS ENDED  YEAR ENDED     
                                                         SEPTEMBER 30,     MARCH 31,      
                                                         1998              1998           
 
INCREASE (DECREASE) IN NET ASSETS                                                         
 
OPERATIONS                                               $ 248,207         $ 474,821      
NET INVESTMENT INCOME                                                                     
 
 NET REALIZED GAIN (LOSS)                                 1,715,203         4,386,409     
 
 CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)     (7,761,707)       17,839,293    
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          (5,798,297)       22,700,523    
FROM OPERATIONS                                                                           
 
DISTRIBUTIONS TO SHAREHOLDERS                             (132,542)         (794,010)     
FROM NET INVESTMENT INCOME                                                                
 
 FROM NET REALIZED GAIN                                   (1,736,276)       (3,324,791)   
 
 TOTAL DISTRIBUTIONS                                      (1,868,818)       (4,118,801)   
 
SHARE TRANSACTIONS                                        6,444,543         11,459,995    
NET PROCEEDS FROM SALES OF SHARES                                                         
 
 REINVESTMENT OF DISTRIBUTIONS                            1,838,256         4,050,132     
 
 COST OF SHARES REDEEMED                                  (6,750,918)       (13,367,016)  
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          1,531,881         2,143,111     
FROM SHARE TRANSACTIONS                                                                   
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 (6,135,234)       20,724,833    
 
NET ASSETS                                                                                
 
 BEGINNING OF PERIOD                                      71,968,285        51,243,452    
 
 END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT   $ 65,833,051      $ 71,968,285   
INCOME OF $246,239 AND $152,096, RESPECTIVELY)                                            
 
OTHER INFORMATION                                                                         
SHARES                                                                                    
 
 SOLD                                                     60,562            119,540       
 
 ISSUED IN REINVESTMENT OF DISTRIBUTIONS                  17,018            44,167        
 
 REDEEMED                                                 (63,887)          (141,304)     
 
 NET INCREASE (DECREASE)                                  13,693            22,403        
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                           <C>         <C>       <C>       <C>       <C>       <C>       
                      SIX MONTHS ENDED            YEARS ENDED MARCH 31,                          
                          SEPTEMBER 30,                                                    
 
                              1998        1998      1997      1996      1995      1994  
 
SELECTED PER-SHARE DATA                                                                     
 
NET ASSET VALUE, BEGINNING    $ 108.82    $ 80.20   $ 87.52   $ 72.44   $ 69.72   $ 68.44   
OF PERIOD                                                                                   
 
INCOME FROM INVESTMENT                                                                      
OPERATIONS                                                                                  
 
 NET INVESTMENT INCOME         .37 D       .73 D     1.38 D    .79       .27       .61      
 
 NET REALIZED AND              (8.85)      34.35     5.25      19.57     5.22      7.92     
 UNREALIZED GAIN (LOSS)                                                                     
 
 TOTAL FROM INVESTMENT         (8.48)      35.08     6.63      20.36     5.49      8.53     
 OPERATIONS                                                                                 
 
LESS DISTRIBUTIONS                                                                          
 
 FROM NET INVESTMENT           (.20)       (1.25)    (1.10)    (.59)     (.14)     (.75)    
 INCOME                                                                                     
 
 FROM NET REALIZED GAIN        (2.62)      (5.21)    (12.85)   (4.69)    (2.63)    (6.50)   
 
 TOTAL DISTRIBUTIONS           (2.82)      (6.46)    (13.95)   (5.28)    (2.77)    (7.25)   
 
NET ASSET VALUE, END          $ 97.52     $ 108.82  $ 80.20   $ 87.52   $ 72.44   $ 69.72   
OF PERIOD                                                                                   
 
TOTAL RETURN B, C              (8.04)%     45.41%    9.11%     28.43%    8.21%     12.94%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                
 
NET ASSETS, END OF PERIOD     $ 65,833    $ 71,968  $ 51,243  $ 56,179  $ 39,803  $ 33,119  
(IN MILLIONS)                                                                               
 
RATIO OF EXPENSES TO           .60% A      .62%      .66%      .95%      .99%      1.00%    
AVERAGE NET ASSETS                                                                          
 
RATIO OF EXPENSES TO           .59% A, E   .61% E    .64% E    .92% E    .96% E    .99% E   
AVERAGE NET ASSETS AFTER                                                                    
EXPENSE REDUCTIONS                                                                          
 
RATIO OF NET INVESTMENT        .68% A      .77%      1.75%     .95%      .39%      1.07%    
INCOME TO AVERAGE                                                                           
NET ASSETS                                                                                  
 
PORTFOLIO TURNOVER RATE        37% A       34%       67%       155%      120%      132%     
 
</TABLE>
 
A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
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 5 OF NOTES TO FINANCIAL STATEMENTS).
 
NOTES TO FINANCIAL STATEMENTS
For the period ended September 30, 1998 
 
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.
Effective at the close of business on September 30, 1997, the fund was
closed to new accounts. The financial statements have been prepared in
conformity with generally accepted accounting principles which require
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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of business of the fund, are expected to
materially affect the value of those securities, then they are valued
at their fair value taking this trading or these events into account.
Fair value is determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees. 
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. 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. 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 foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. 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 
 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INCOME TAXES - CONTINUED
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 the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.
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,
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 
 
2. OPERATING POLICIES - CONTINUED
FOREIGN CURRENCY CONTRACTS - CONTINUED
contractual currency exchange rates established at the time of each
trade.
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). 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 Fidelity Investments Money Management, Inc., 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. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
WHEN-ISSUED SECURITIES. The fund may purchase or sell securities on a
when-issued basis. Payment and delivery may take place a month or more
after the date of the transaction. The price of the underlying
securities is fixed at the time the transaction is negotiated. The
fund may receive compensation for interest forgone in the purchase of
a when-issued security. With respect to purchase commitments, the fund
identifies securities as segregated in its custodial records with a
value at least equal to the amount of the commitment. Losses may arise
due to changes in the market value of the underlying securities, if
the counterparty does not perform under the contract, or if the issuer
does not issue the securities due to political, economic, or other
factors.
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 
 
2. OPERATING POLICIES - CONTINUED
RESTRICTED SECURITIES - CONTINUED
sale at an acceptable price may be difficult. At the end of the
period, restricted securities (excluding 144A issues) amounted to
$4,581,000 or 0% of net assets.
 
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $12,627,139,000 and $13,809,041,000, 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. The annual individual fund fee rate is .30%. 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 basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).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 annualized rate of .42% 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 $4,054,000 on sales of shares of the fund of which
$4,044,000 was retained.
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 annualized rate of .17% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The 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 $2,003,000 for the
period.
 
5. 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 $3,315,000 under this arrangement.
 
5. EXPENSE REDUCTION - CONTINUED
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $4,000 and $2,448,000, respectively, under these
arrangements.
 
6. 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
AFFILIATE                      COST     COST     INCOME 
Aeroquip-Vickers, Inc.         $-       $ 1,280  $ 317    $ -
Anadarko Petroleum Corp.        -       28,373   827      292,253
Assisted Living Concepts, Inc.  -       -        -        15,649
Black & Decker Corp.            8,727   26,391   1,281    198,968
Canadian Natural Resources Ltd. -       30,868   -        -
Carematrix Corp.                -       -        -        20,455
Case Corp.                      -       58,511   542      96,570
Comdisco, Inc.                  -       4,030    524      134,888
Extended Stay America, Inc.     -       -        -        38,628
Halter Marine Group, Inc.       -       1,222    -        -
Hanna (M.A.) Co.                -       6,522    634      -
Host Marriott Services Corp.    -       1,773    -        25,843
Host Marriott Corp.             -       15,592   -        167,835
IDEX Corp.                      -       2,015    440      -
Lafarge Corp.                   1,234   14,000   1,172    126,216
Landstar System, Inc.           -       -        -        25,403
Leggett & Platt, Inc.           -       4,659    2,003    257,647
Oakwood Homes Corp.             -       -        74       48,815
Omnicom Group, Inc.             -       269      1,063    -
Polo Ralph Lauren Corp. Class A 1,429   -        -        35,868
Prime Hospitality Corp.         -       4,950    -        -
Pulte Corp.                     -       19,285   279      70,691
Renaissance Energy Ltd.         -       -        -        -
Smith (A.O.) Corp. Class B      -       10,173   303      -
Southdown, Inc.                 9,348   21,131   447      98,991
Swift Transportation Co., Inc.  -       2,763    -        57,915
Synetic, Inc.                   -       -        -        48,040
Trinity Industries, Inc.        -       29,852   547      -
UCAR International, Inc.        -       18,986   -        -
USG Corp.                       -       -        -        -
TOTALS                          $20,738 $302,645 $10,453  $1,760,675
 
7. LITIGATION
In August 1998, the NGC Asbestos Disease and Property Damage
Settlement Trust commenced an action against FMR and other unrelated
parties. The complaint alleges that during the reorganization of
National Gypsum Company, the defendants (including FMR acting on
behalf of the fund and another) failed to disclose information
material to the valuation of the reorganized entity. FMR denies the
allegations and intends to defend the lawsuit vigorously.
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Trustees and the Shareholders of Fidelity Magellan Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Magellan Fund at September 30, 1998, and the results of its
operations, the changes in its net assets and the financial highlights
for the periods indicated, in conformity with generally accepted
accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Fidelity Magellan Fund's management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation
of securities at September 30, 1998 by correspondence with the
custodian 
and brokers, provide a reasonable basis for the opinion expressed
above.
 
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
October 28, 1998
 
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 Xpress(registered trademark) provides 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.
 
(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.
 
(PC_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 and we'll send you an America Online CD or disk with up
to 50 free hours of Web access.
 
(PC_GRAPHIC)
FIDELITY ON-LINE XPRESS+ TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 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.
 
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
2300 Litton Lane - KH1A
Hebron, KY 41048
 
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 500
Merrimack, NH 03054-0500
 
(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 500
Merrimack, NH 03054-0500
 
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
Robert C. Pozen, Senior Vice President
Abigail Johnson, Vice President
Robert Stansky, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
 
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
 
ADVISORY BOARD
J. Gary Burkhead
 
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
 
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
 
CUSTODIAN
State Street Bank and Trust Company
North Quincy, MA
 
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Contrafund II
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational Fund
Fidelity Fifty SM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
TechnoQuant SM Growth Fund
Trend Fund
Value Fund
 
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions  1-800-544-7777
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)
TouchTone Xpress 
(registered trademark)
(automated graphic)    1-800-544-5555
* INDEPENDENT TRUSTEES
(automated graphic) AUTOMATED LINE FOR QUICKEST SERVICE
 
 
MAG-SANN-1198    64331
1.537468.101
 
(FIDELITY LOGO GRAPHIC)(REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission