FIDELITY MAGELLAN FUND INC, N-30D, 1999-11-22

FIDELITY MAGELLAN FUND INC
N-30D, 1999-11-22

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FIDELITY(REGISTERED TRADEMARK)
MAGELLAN(REGISTERED TRADEMARK)
FUND

SEMIANNUAL REPORT
SEPTEMBER 30, 1999

(2_FIDELITY_LOGOS)(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 26 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 30 Notes to the financial
statements.

REPORT OF INDEPENDENT 36 The auditors' opinion.
ACCOUNTANTS

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

(recycle logo) This report is printed on recycled paper using
soy-based inks.

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 AMOUNT
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:

September proved troublesome for the equity markets, as the Dow Jones
Industrial Average shed nearly 1,000 points from its record high set
about a month earlier. Jitters over an exceedingly strong economy and
the direction of short-term interest rates were the primary causes of
the Dow's struggle. Benefiting in part from a mild flight to safety,
prices of the benchmark 30-year Treasury bond were modestly higher for
the month.

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 an investment in a money market fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although money market funds seek to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in these types of funds.

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. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.

If you have questions, please call us at 1-800-544-8888, or visit our
web site at www.fidelity.com. 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

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PERIODS ENDED SEPTEMBER 30, PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
1999

FIDELITY MAGELLAN -0.40% 36.08% 173.99% 383.20%

FIDELITY MAGELLAN (INCL. -3.39% 32.00% 165.77% 368.70%
3.00% SALES CHARGE)

S&P 500 (registered trademark) 0.37% 27.80% 205.60% 373.44%

Growth Funds Average 1.45% 30.34% 153.87% 294.93%

</TABLE>

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(registered trademark) 500 Index - a market
capitalization-weighted 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 Inc. The past six
months average represents a peer group of 1,232 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges. Lipper has created new comparison
categories that group funds according to portfolio characteristics and
capitalization, as well as by capitalization only. These averages are
listed on page 5 of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED SEPTEMBER 30, PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
1999

FIDELITY MAGELLAN 36.08% 22.33% 17.06%

FIDELITY MAGELLAN (INCL. 32.00% 21.59% 16.71%
3.00% SALES CHARGE)

S&P 500 27.80% 25.03% 16.82%

Growth Funds Average 30.34% 20.00% 14.35%

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 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
1989/09/30 9700.00 10000.00
1989/10/31 9395.42 9768.00
1989/11/30 9549.96 9967.27
1989/12/31 9609.71 10206.48
1990/01/31 8989.94 9521.63
1990/02/28 9174.59 9644.46
1990/03/31 9409.01 9900.03
1990/04/30 9171.37 9652.53
1990/05/31 9987.10 10593.65
1990/06/30 10030.51 10521.62
1990/07/31 9916.98 10487.95
1990/08/31 8945.32 9539.84
1990/09/30 8377.68 9075.25
1990/10/31 8274.17 9036.22
1990/11/30 8900.24 9619.96
1990/12/31 9176.45 9888.36
1991/01/31 9817.93 10319.49
1991/02/28 10670.40 11057.34
1991/03/31 11032.83 11324.93
1991/04/30 11073.67 11352.11
1991/05/31 11705.08 11842.52
1991/06/30 11017.27 11300.13
1991/07/31 11701.57 11826.72
1991/08/31 12061.27 12107.01
1991/09/30 12015.65 11904.82
1991/10/31 12177.08 12064.35
1991/11/30 11575.24 11578.15
1991/12/31 12941.39 12902.69
1992/01/31 12947.05 12662.70
1992/02/29 13209.24 12827.32
1992/03/31 12850.85 12577.19
1992/04/30 13041.36 12946.96
1992/05/31 13166.31 13010.40
1992/06/30 12934.41 12816.54
1992/07/31 13297.39 13340.74
1992/08/31 13009.02 13067.25
1992/09/30 13158.25 13221.45
1992/10/31 13251.01 13267.72
1992/11/30 13585.76 13720.15
1992/12/31 13849.18 13888.91
1993/01/31 14214.03 14005.57
1993/02/28 14510.75 14196.05
1993/03/31 15042.65 14495.59
1993/04/30 15189.91 14144.79
1993/05/31 15788.62 14523.87
1993/06/30 16008.80 14565.99
1993/07/31 16185.40 14507.73
1993/08/31 17137.21 15057.57
1993/09/30 17322.99 14941.63
1993/10/31 17334.45 15250.92
1993/11/30 16763.37 15106.04
1993/12/31 17264.05 15288.82
1994/01/31 17946.32 15808.64
1994/02/28 17814.74 15380.23
1994/03/31 16988.70 14709.65
1994/04/30 17159.27 14897.93
1994/05/31 16961.59 15142.26
1994/06/30 16225.68 14771.27
1994/07/31 16768.73 15255.77
1994/08/31 17563.01 15881.26
1994/09/30 17106.24 15492.17
1994/10/31 17684.82 15840.74
1994/11/30 16715.44 15263.82
1994/12/31 16951.44 15490.18
1995/01/31 16778.88 15891.84
1995/02/28 17720.35 16511.15
1995/03/31 18382.67 16998.39
1995/04/30 19237.86 17498.99
1995/05/31 19775.66 18198.43
1995/06/30 21281.97 18621.18
1995/07/31 22915.71 19238.66
1995/08/31 23114.51 19286.95
1995/09/30 23537.60 20100.85
1995/10/31 22936.10 20029.09
1995/11/30 23445.84 20908.37
1995/12/31 23193.54 21311.07
1996/01/31 23528.03 22036.50
1996/02/29 23374.27 22240.77
1996/03/31 23608.96 22454.95
1996/04/30 23760.02 22785.94
1996/05/31 23867.41 23373.59
1996/06/30 23845.09 23462.64
1996/07/31 22735.72 22426.06
1996/08/31 23309.54 22899.03
1996/09/30 24243.58 24187.79
1996/10/31 24817.39 24854.88
1996/11/30 26424.06 26733.66
1996/12/31 25904.10 26204.07
1997/01/31 27041.11 27841.30
1997/02/28 26678.17 28059.58
1997/03/31 25759.56 26906.61
1997/04/30 26909.42 28512.93
1997/05/31 28829.13 30248.80
1997/06/30 30022.79 31603.95
1997/07/31 32542.00 34118.67
1997/08/31 31094.44 32207.35
1997/09/30 32924.50 33971.34
1997/10/31 31803.38 32836.70
1997/11/30 32423.29 34356.71
1997/12/31 32792.40 34946.61
1998/01/31 33146.93 35333.12
1998/02/28 35659.62 37881.35
1998/03/31 37456.37 39821.25
1998/04/30 37886.63 40221.85
1998/05/31 37138.01 39530.44
1998/06/30 38720.30 41136.17
1998/07/31 38430.69 40698.07
1998/08/31 32479.42 34813.94
1998/09/30 34443.16 37044.12
1998/10/31 37095.63 40057.29
1998/11/30 39974.13 42485.16
1998/12/31 43819.21 44933.16
1999/01/31 46118.61 46812.26
1999/02/28 44646.12 45357.34
1999/03/31 47057.95 47172.08
1999/04/30 48182.27 48999.06
1999/05/31 46797.09 47842.19
1999/06/30 49846.98 50497.43
1999/07/31 48168.39 48920.90
1999/08/31 47573.00 48678.74
1999/09/30 46870.07 47344.46
IMATRL PRASUN SHR__CHT 19990930 19991011 100131 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Magellan Fund on September 30, 1989, and the
current 3.00% sales charge was paid. As the chart shows, by September
30, 1999, the value of the investment would have grown to $46,870 - a
368.70% 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 $47,344 - a 373.44% 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.

* THE LIPPER LARGE CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER LARGE CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF SEPTEMBER 30, 1999, THE ONE
YEAR, FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE LARGE CAP GROWTH FUNDS AVERAGE ARE 37.86%, 197.21%,
376.96%, AND 37.86%, 24.02%, 16.69%, RESPECTIVELY; AND THE ONE YEAR,
FIVE YEAR AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR
THE LARGE CAP SUPERGROUP AVERAGE ARE 29.43%, 174.72%, 320.78%, AND
29.43%, 22.17%, 15.24%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

Concerns over rising interest rates
and unusually high stock valuations
tempered many positive earnings
stories, limiting market advances
during the six-month period that
ended September 30, 1999. The
Standard & Poor's 500 Index - a
broad measure of U.S. stock market
performance - managed a mere
0.37% return during this time. Equity
investors were caught in a whirlwind
of conflicting economic data, which
kept them on uncertain footing for
much of the period. The early spring
bore a powerful, yet short-lived
shift in market sentiment as investors
rotated away from some of the
larger-cap growth names to
economically sensitive cyclical and
value-oriented stocks. The
subsequent broadening of the
market was reflected in the rebound
in small-cap stocks - shown by the
Russell 2000(registered trademark) Index - which
returned 8.25% for the six-month
period, handily outpacing the
larger-cap-oriented S&P 500. The
Federal Reserve Board, determined
to keep inflation in check, acted
promptly and forcefully, levying two
quarter-point interest-rate hikes in
the summer to rein in signs of
runaway growth in the economy.
Technology stocks - as measured by
NASDAQ - returned 11.73% for
the six-month period, fueled by a
spirited rally in the summer that was
driven in large part by the explosive
growth of the Internet. Cautionary
Fed comments and the release of
inflationary data greeted the market
once again late in the period,
re-igniting fears of further
interest-rate activity later in the
year, and pushing most major
markets lower.

(Photograph of Robert Stansky)

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

Q. BOB, HOW DID THE FUND PERFORM?

A. The six-month period that ended September 30, 1999, was
essentially flat in terms of performance. During the period, Magellan
had a total return of -0.40%. That trailed the Lipper growth funds
average, which returned 1.45% during the same period, and slightly
lagged the fund's benchmark index, the Standard & Poor's 500 Index,
which returned 0.37%. It was a solid past 12 months for the fund, but
interestingly the majority of those gains occurred in the fourth
quarter of 1998 and first quarter of 1999. For the 12-month period
that ended September 30, 1999, the fund beat both of its benchmarks,
returning 36.08%, compared to a 30.34% return for the growth funds
average and a 27.80% return for the S&P 500.

Q. WHAT ACCOUNTED FOR THE FUND'S PERFORMANCE SINCE THE END OF MARCH?

A. Broadly speaking, concerns about the strength of future corporate
earnings and rising interest rates slowed the stock market's advance
in recent months. That was particularly true for large-capitalization
stocks, whose valuations - or stock prices relative to earnings - had
risen sharply in 1998 and early 1999. During the past six months,
large-cap stocks underperformed small- and mid-cap stocks, which held
the fund back somewhat relative to its peers that were more heavily
invested in smaller stocks. The notable exception to this trend was
large-cap technology stocks, which plowed ahead and posted strong
gains. In fact, technology was the only major industry group in the
S&P 500 that finished in positive territory during the third quarter.

Q. IN THE PREVIOUS SHAREHOLDER REPORT DATED MARCH 31, 1999, YOU STATED
THAT YOU HAD REDUCED THE FUND'S TECHNOLOGY STAKE. WHAT WAS THE IMPACT
OF THAT STRATEGY OVER THE PAST SIX MONTHS?

A. I did reduce the fund's investments in technology during the first
quarter of 1999 because I was concerned that valuations had risen very
quickly in the prior months. As a result, the fund was slightly
underweighted in technology relative to the broad market during the
period. To the extent the fund held less in technology than the market
and its peers, it generally gave up some ground to both. However, it's
interesting to note that the valuations of many of these stocks simply
continued to rise in recent months without a commensurate rise in
earnings estimates. In other words, investors gravitated to those
technology companies that had provided strong earnings historically,
without much regard for how much they were paying for that earnings
growth. As a result, there weren't as many buying opportunities in
this area as I had hoped there would be during the period. That said,
the fund's technology stake did rise slightly during the period, and
was 22.1 percent of the fund's net assets on September 30. Technology
stocks that had the largest positive impact on the fund's performance
over the past six months are all connected in some way to the computer
or telecommunications industries, the Internet, or all of the above,
and included Texas Instruments, Cisco Systems, Oracle, IBM and Intel.

Q. DURING THE SECOND QUARTER OF 1999, THE MARKET EXPERIENCED A SUDDEN
SHIFT AWAY FROM GROWTH STOCKS - THOSE WITH FAST-GROWING EARNINGS - AND
TOWARD CYCLICAL STOCKS - THOSE COMPANIES WHOSE BUSINESSES ARE CLOSELY
TIED TO ECONOMIC CYCLES. HOW DID THIS SHIFT AFFECT THE FUND?

A. Although the fund has wide latitude to invest in many different
types of stocks, recently it has leaned toward growth stocks. It's
important to note that the sharp rotation toward cyclicals occurred
almost exclusively during the month of April. As a result, the fund
underperformed the S&P 500 that month before making up ground later in
the period as growth stocks came back into favor. Within that
backdrop, there were pockets of the fund that benefited from the
market rotation. Several stocks in the industrial machinery sector -
which represented more than 7% of the fund's investments at the end of
September - were strong performers. Two standouts in this sector
actually are very diversified companies, but have core manufacturing
businesses. General Electric, the fund's largest holding, posted
significant gains. Its 1999 earnings through the end of the third
quarter were up 15% over the same period in 1998. And Tyco
International, another of the fund's top 10 holdings, also contributed
significantly to the fund's performance over the past six months. The
company successfully assembled a diverse mix of businesses - including
fire protection systems, electronic security services and medical
products - that together fueled substantial profit growth.

Q. WHAT'S THE LATEST ON THE FINANCIAL AND HEALTH CARE SECTORS, WHICH
WERE AMONG THE FUND'S LARGEST INDUSTRY HOLDINGS AT THE END OF THE
PERIOD?

A. Financial stocks have had a rough 1999, mainly due to rising
interest rates, slower loan growth and credit concerns. However, the
good news for fund shareholders is that the fund was underweighted in
this sector relative to the S&P 500 during the period. In addition, I
was able to sidestep some of the poorest performing financial stocks
and focus investments in those companies that I thought could best
weather a rising-rate environment. These included Citigroup and
American International Group. Similarly, I underweighted the health
care sector relative to the broad market due to concerns about high
valuations. That benefited the fund during the second quarter, as
these stocks corrected sharply. Nonetheless, the stocks of a number of
large pharmaceutical companies such as Merck, American Home Products,
Eli Lilly and Schering-Plough detracted from the fund's performance
overall during the period.

Q. BOB, WHAT'S YOUR VIEW AS WE MOVE INTO THE NEXT SIX MONTHS?

A. Even though the market hasn't moved much on the whole over the past
six months, valuations in certain areas - particularly technology -
are still quite high historically. If investors decide these
valuations are not justified given future earnings outlooks, there
could be some volatility ahead. In addition, the next six months will
bring us into the Year 2000 and the much discussed issues surrounding
Y2K. Although I'm not one of those who subscribes to a scenario with
long-term negative impact, it's difficult to predict with a strong
degree of conviction exactly what the short-term effects will be. We
should learn more over the last few months of the year as companies
discuss in greater detail future earnings prospects. I'll be
monitoring the situation closely, as the uncertainty surrounding these
issues has the potential to cause some market volatility in the short
term. That said, I'm still optimistic that key areas in which the fund
invests - including technology, finance and health care - will have
above average growth over the long term. As always, I'll be focused on
those companies that I believe will grow earnings faster than the
market overall, and whose stocks are selling at reasonable valuations.

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 AND DO NOT NECESSARILY REPRESENT THE VIEWS OF FIDELITY OR
ANY OTHER PERSON IN THE FIDELITY ORGANIZATION. ANY SUCH VIEWS ARE
SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS
AND FIDELITY DISCLAIMS ANY RESPONSIBILITY TO UPDATE SUCH VIEWS. THESE
VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND, BECAUSE
INVESTMENT DECISIONS FOR A FIDELITY FUND ARE BASED ON NUMEROUS
FACTORS, MAY NOT BE RELIED ON AS AN INDICATION OF TRADING INTENT ON
BEHALF OF ANY FIDELITY FUND.

(checkmark)
FUND FACTS

GOAL: seeks capital
appreciation by investing
primarily in common
stocks of domestic,
foreign and multinational
issuers

FUND NUMBER: 021

TRADING SYMBOL: FMAGX

START DATE: May 2, 1963

SIZE: as of September 30,
1999, more than $92 billion

MANAGER: Robert Stansky,
since 1996; manager,
Fidelity Growth Company
Fund and Fidelity Advisor
Equity Growth Fund,
1987-1996; Fidelity
Emerging Growth Fund
1990-1991; Fidelity Select
Defense & Aerospace
Portfolio 1984-1985; joined
Fidelity in 1983

BOB STANSKY ON THE
FUND'S SIZE:

"Magellan shareholders recently
may have seen media coverage
when the fund surpassed $100
billion in net assets back in July,
and wondered what it all meant.
The milestone was viewed and
analyzed from a number of different
angles in numerous stories. But
when it gets right down to it, the
$100 billion figure was merely a
snapshot of the fund's size at a
particular moment in time - no
more, no less. Assets go up and
down every day when the stocks
held by the portfolio change in
price and every time a shareholder
puts money into the fund or takes
money out of the fund. In fact, in
the months since, the fund's assets
have fallen below $100 billion, as
the stock market dropped off a bit
in the third quarter.

"The fund's size is not something I
spend time thinking about. As
shareholders know, I spend my day
analyzing companies and trying to
figure out which ones are the best
investment opportunities for the
fund. That said, hitting the $100
billion mark did give me reason to
pause in one respect. It served as
a good time to acknowledge those
portfolio managers and analysts
who came before me and helped
fuel the fund's growth with
excellent long-term performance.
It's exciting to be a part of that
legacy."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF
SEPTEMBER 30, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

General Electric Co. 4.7 4.2

Microsoft Corp. 4.6 4.1

Home Depot, Inc. 2.6 2.2

Citigroup, Inc. 2.1 1.7

Cisco Systems, Inc. 2.0 2.1

Tyco International Ltd. 1.9 1.2

MCI WorldCom, Inc. 1.7 2.4

Lucent Technologies, Inc. 1.7 0.9

Wal-Mart Stores, Inc. 1.6 1.7

Merck & Co., Inc. 1.6 2.0

24.5 22.5

TOP FIVE MARKET SECTORS AS OF
SEPTEMBER 30, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 22.1 20.8

FINANCE 12.1 12.9

RETAIL & WHOLESALE 9.4 10.0

HEALTH 9.2 10.3

INDUSTRIAL MACHINERY & 7.8 6.5
EQUIPMENT

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF SEPTEMBER 30, 1999 * AS OF MARCH 31, 1999 **

Stocks 92.4% Stocks 93.4%

Short-Term Investments and Short-Term Investments and
Net Other Assets 7.6% Net Other Assets 6.6%

* FOREIGN INVESTMENTS 4.1% ** FOREIGN INVESTMENTS 4.2%

</TABLE>

Row: 1, Col: 1, Value: 92.40000000000001
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 7.6
Row: 1, Col: 1, Value: 93.40000000000001
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.1
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 6.5

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS SEPTEMBER 30, 1999
Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 92.4%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 1.2%

AEROSPACE & DEFENSE - 1.0%

AlliedSignal, Inc. 6,700,000 $ 401,581

Boeing Co. 2,908,600 123,979

Textron, Inc. 1,511,400 116,945

United Technologies Corp. 4,431,600 262,849

905,354

DEFENSE ELECTRONICS - 0.1%

Raytheon Co.:

Class A 549,000 26,627

Class B 1,177,080 58,413

85,040

SHIP BUILDING & REPAIR - 0.1%

General Dynamics Corp. 1,841,800 114,997

TOTAL AEROSPACE & DEFENSE 1,105,391

BASIC INDUSTRIES - 0.8%

CHEMICALS & PLASTICS - 0.4%

E.I. du Pont de Nemours and 4,110,575 250,231
Co.

Monsanto Co. 3,582,800 127,861

Trivest 1992 Special Fund 26.6 (d) 3,048
Ltd.

381,140

IRON & STEEL - 0.1%

Nucor Corp. 2,492,400 118,701

METALS & MINING - 0.2%

Alcoa, Inc. 3,140,000 194,876

PACKAGING & CONTAINERS - 0.0%

Owens-Illinois, Inc. (a) 742,700 14,715

PAPER & FOREST PRODUCTS - 0.1%

Louisiana-Pacific Corp. 1,932,600 30,197

TOTAL BASIC INDUSTRIES 739,629

CONSTRUCTION & REAL ESTATE -
1.2%

BUILDING MATERIALS - 0.8%

Lafarge Corp. (c) 4,455,544 143,134

Masco Corp. 8,565,200 265,521

Owens Corning 1,729,100 37,500

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
CONTINUED

BUILDING MATERIALS - CONTINUED

Sherwin-Williams Co. 3,303,400 $ 69,165

Southdown, Inc. 1,130,892 60,503

USG Corp. 2,363,000 112,243

688,066

CONSTRUCTION - 0.1%

Centex Corp. 1,150,000 33,997

Oakwood Homes Corp. (c) 3,560,000 16,020

Pulte Corp. (c) 2,800,000 60,900

110,917

REAL ESTATE INVESTMENT TRUSTS
- - 0.3%

Boston Properties, Inc. 526,000 16,142

Crescent Real Estate Equities 1,370,300 24,665
Co.

Equity Office Properties Trust 1,986,400 46,184

Equity Residential Properties 1,271,500 53,880
Trust (SBI)

Host Marriott Corp. (c) 11,500,000 109,250

Public Storage, Inc. 1,136,300 28,621

278,742

TOTAL CONSTRUCTION & REAL 1,077,725
ESTATE

DURABLES - 2.5%

AUTOS, TIRES, & ACCESSORIES -
1.4%

AutoNation, Inc. (a) 11,379,927 142,960

AutoZone, Inc. (a) 2,835,800 79,580

Danaher Corp. 2,456,349 129,419

Delphi Automotive Systems 4,652,651 74,733
Corp.

Ford Motor Co. 12,573,100 631,012

General Motors Corp. 3,347,600 210,690

Pep Boys-Manny, Moe & Jack 1,255,000 18,668

1,287,062

CONSUMER DURABLES - 0.2%

Minnesota Mining & 2,409,100 231,424
Manufacturing Co.

CONSUMER ELECTRONICS - 0.2%

Black & Decker Corp. 3,958,500 180,854

Maytag Corp. 400,000 13,325

Whirlpool Corp. 211,000 13,781

207,960

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

HOME FURNISHINGS - 0.3%

Leggett & Platt, Inc. (c) 12,316,700 $ 242,485

Newell Rubbermaid, Inc. 300,000 8,569

251,054

TEXTILES & APPAREL - 0.4%

Liz Claiborne, Inc. 2,547,800 78,982

NIKE, Inc. Class B 3,398,500 193,290

Polo Ralph Lauren Corp. Class 2,333,700 41,861
A (a)(c)

Tommy Hilfiger (a) 300,000 8,456

Warnaco Group, Inc. Class A 800,000 14,600

337,189

TOTAL DURABLES 2,314,689

ENERGY - 6.7%

ENERGY SERVICES - 0.9%

Baker Hughes, Inc. 2,500,000 72,500

Halliburton Co. 6,799,600 278,784

Schlumberger Ltd. 7,346,300 457,766

809,050

OIL & GAS - 5.8%

Anadarko Petroleum Corp. (c) 6,410,000 195,906

Apache Corp. 2,959,715 127,823

BP Amoco PLC 12,376,935 228,586

BP Amoco PLC sponsored ADR 3,184,421 352,874

Burlington Resources, Inc. 2,082,100 76,517

Canadian Natural Resources 2,702,600 63,326
Ltd. (a)

Chevron Corp. 5,842,100 518,486

Coastal Corp. (The) 4,384,000 179,470

Conoco, Inc. Class B 8,242,088 225,627

Cooper Cameron Corp. (a) 1,671,500 63,099

Elf Aquitaine 660,000 120,945

Exxon Corp. 15,232,400 1,156,710

Mobil Corp. 6,831,700 688,294

Occidental Petroleum Corp. 8,571,400 198,214

Poco Petroleums Ltd. (a) 3,481,700 30,712

Renaissance Energy Ltd. (a) 1,325,000 18,953

Royal Dutch Petroleum Co. (NY 7,932,700 468,525
Registry Gilder 1.25)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Shell Transport & Trading Co. 13,327,100 $ 101,064
PLC (Reg.)

Texaco, Inc. 6,352,000 400,970

Total Fina SA Class B 932,000 118,248

USX-Marathon Group 550,000 16,088

5,350,437

TOTAL ENERGY 6,159,487

FINANCE - 12.1%

BANKS - 3.9%

Bank of America Corp. 13,202,754 735,228

Bank of New York Co., Inc. 1,254,400 41,944

Bank One Corp. 3,690,957 128,491

BankBoston Corp. 3,704,900 160,700

Chase Manhattan Corp. 14,876,200 1,121,294

Comerica, Inc. 1,921,000 97,251

First Union Corp. 1,421,773 50,562

Mellon Bank Corp. 300,000 10,125

Synovus Finanical Corp. 1,709,775 31,951

U.S. Bancorp 6,811,600 205,625

Wells Fargo & Co. 24,455,000 969,029

3,552,200

CREDIT & OTHER FINANCE - 3.8%

American Express Co. 3,551,500 478,121

Associates First Capital 14,030,774 505,108
Corp. Class A

Citigroup, Inc. 44,434,833 1,955,133

Concord EFS, Inc. (a) 1,500,000 30,938

Fleet Financial Group, Inc. 4,922,000 180,268

Household International, Inc. 3,620,395 145,268

MBNA Corp. 1,500,000 34,219

NextCard, Inc. (a) 10,000 245

Providian Financial Corp. 2,327,750 184,329

3,513,629

FEDERAL SPONSORED CREDIT - 1.8%

Fannie Mae 15,781,100 989,278

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

FEDERAL SPONSORED CREDIT -
CONTINUED

Freddie Mac 12,411,600 $ 645,403

SLM Holding Corp. 481,950 20,724

1,655,405

INSURANCE - 2.0%

AFLAC, Inc. 4,454,800 186,545

Allstate Corp. 7,700,000 192,019

American International Group, 14,678,680 1,276,128
Inc.

Hartford Financial Services 600,000 24,525
Group, Inc.

Old Republic International 1,800,000 25,987
Corp.

Reliastar Financial Corp. 1,674,463 55,676

UnumProvident Corp. 3,333,400 98,127

1,859,007

SAVINGS & LOANS - 0.1%

Charter One Financial, Inc. 2,719,962 62,899

Washington Mutual, Inc. 1,000,000 29,250

92,149

SECURITIES INDUSTRY - 0.5%

Goldman Sachs Group, Inc. 475,000 28,975

Morgan Stanley Dean Witter & 4,983,135 444,433
Co.

Schwab (Charles) Corp. 700,000 23,581

496,989

TOTAL FINANCE 11,169,379

HEALTH - 9.2%

DRUGS & PHARMACEUTICALS - 6.2%

American Home Products Corp. 12,595,200 522,701

Biogen, Inc. (a) 810,000 63,838

Bristol-Myers Squibb Co. 15,666,900 1,057,516

Elan Corp. PLC sponsored ADR 3,802,000 127,605
(a)

Eli Lilly & Co. 12,651,200 809,677

Merck & Co., Inc. 22,475,200 1,456,674

Pfizer, Inc. 6,309,200 226,737

Schering-Plough Corp. 20,487,700 893,776

Warner-Lambert Co. 8,034,100 533,263

XOMA Ltd. (a) (e) 3,030 7

5,691,794

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES
- - 2.5%

Abbott Laboratories 13,046,500 $ 479,459

Baxter International, Inc. 300,000 18,075

Becton, Dickinson & Co. 2,546,200 71,453

Boston Scientific Corp. (a) 10,262,000 253,343

Cardinal Health, Inc. 6,536,330 356,230

Guidant Corp. 800,000 42,900

Johnson & Johnson 10,300,000 946,313

Medtronic, Inc. 4,418,000 156,839

U.S. Surgical Corp. rights 469 -
6/30/00 (a)

2,324,612

MEDICAL FACILITIES MANAGEMENT
- - 0.5%

Express Scripts, Inc. Class A 1,000,000 78,250
(a)

HEALTHSOUTH Corp. (a) 17,733,200 107,508

Tenet Healthcare Corp. (a) 1,192,195 20,938

United HealthCare Corp. 3,194,100 155,513

Wellpoint Health Networks, 1,000,000 57,000
Inc. (a)

419,209

TOTAL HEALTH 8,435,615

INDUSTRIAL MACHINERY &
EQUIPMENT - 7.8%

ELECTRICAL EQUIPMENT - 5.2%

Emerson Electric Co. 5,482,400 346,419

Ericsson (L.M.) Telefon AB 800,000 25,000
sponsored ADR Class B

General Electric Co. 36,233,100 4,295,871

Honeywell, Inc. 1,267,700 141,111

SLI, Inc. (a) 519,000 11,061

4,819,462

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.5%

Case Corp. 3,589,000 178,777

Caterpillar, Inc. 250,000 13,703

Cooper Industries, Inc. 1,150,000 53,763

Deere & Co. 1,060,000 41,009

Illinois Tool Works, Inc. 3,560,000 265,443

Ingersoll-Rand Co. 902,850 49,600

Tyco International Ltd. 16,548,706 1,708,654

2,310,949

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

POLLUTION CONTROL - 0.1%

Republic Services, Inc. Class 2,500,000 $ 27,188
A (a)

Waste Management, Inc. 827,000 15,920

43,108

TOTAL INDUSTRIAL MACHINERY & 7,173,519
EQUIPMENT

MEDIA & LEISURE - 6.5%

BROADCASTING - 3.7%

CBS Corp. (a) 14,954,476 691,645

Clear Channel Communications, 8,749,680 698,881
Inc. (a)

Comcast Corp. Class A 2,550,000 101,681
(special)

Cox Communications, Inc. 2,589,400 108,107
Class A (a)

Hispanic Broadcasting Corp. 663,800 50,532
(a)

Infinity Broadcasting Corp. 3,161,500 92,671
Class A

MediaOne Group, Inc. 3,950,000 269,834

Nielsen Media Research, Inc. 472,966 17,588
(a)

Salem Communications Corp. 37,700 961
Class A (a)

Time Warner, Inc. 20,403,455 1,239,510

UnitedGlobalCom, Inc. (a) 550,000 39,394

Univision Communications, 595,000 48,418
Inc. Class A (a)

USA Networks, Inc. (a) 594,800 23,049

3,382,271

ENTERTAINMENT - 1.4%

Alliance Gaming Corp. (a) (f) 5,072 32

Disney (Walt) Co. 10,657,000 275,750

Fox Entertainment Group, Inc. 1,988,000 41,997
Class A

News Corp. Ltd. sponsored ADR 3,900,000 110,906

Park Place Entertainment 3,729,200 46,615
Corp.

SFX Entertainment, Inc. Class 961,500 29,326
A (a)

Viacom, Inc. Class B 18,408,800 777,772
(non-vtg.) (a)

1,282,398

LODGING & GAMING - 0.2%

Extended Stay America, Inc. 5,859,603 52,736
(a)(c)

Hilton Hotels Corp. 2,000,000 19,750

Marriott International, Inc. 855,000 27,948
Class A

Starwood Hotels & Resorts 4,400,327 98,182
Worldwide, Inc.

198,616

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

PUBLISHING - 0.4%

Gannet Co., Inc. 3,210,400 $ 222,120

Harcourt General, Inc. 848,900 35,335

McGraw-Hill Companies, Inc. 326,000 15,770

Times Mirror Co. Class A 697,300 45,891

Tribune Co. 1,546,200 76,923

396,039

RESTAURANTS - 0.8%

McDonald's Corp. 14,394,800 618,976

Outback Steakhouse, Inc. (a) 300,000 7,641

Starbucks Corp. (a) 50,000 1,239

Tricon Global Restaurants, 1,700,000 69,594
Inc. (a)

697,450

TOTAL MEDIA & LEISURE 5,956,774

NONDURABLES - 3.6%

BEVERAGES - 0.9%

Anheuser-Busch Companies, 891,600 62,468
Inc.

Coca-Cola Co. (The) 3,966,800 190,654

PepsiCo, Inc. 13,424,300 406,085

Seagram Co. Ltd. 3,800,000 172,904

832,111

FOODS - 0.1%

Bestfoods 1,000,000 48,500

General Mills, Inc. 200,000 16,225

Kellogg Co. 200,000 7,488

Nabisco Group Holdings Corp. 500,000 7,500

79,713

HOUSEHOLD PRODUCTS - 1.6%

Avon Products, Inc. 2,346,000 58,210

Clorox Co. 2,205,696 84,368

Gillette Co. 7,575,800 257,104

Procter & Gamble Co. 10,547,300 988,809

Unilever NV NY Shares 1,365,803 93,045

1,481,536

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

TOBACCO - 1.0%

Philip Morris Companies, Inc. 27,770,200 $ 949,394

TOTAL NONDURABLES 3,342,754

RETAIL & WHOLESALE - 9.4%

APPAREL STORES - 1.1%

Abercrombie & Fitch Co. Class 1,000,000 34,063
A (a)

Gap, Inc. 15,229,300 487,338

Limited, Inc. (The) 8,400,400 321,315

TJX Companies, Inc. 5,496,800 154,254

Too, Inc. (a) 1,200,081 21,526

1,018,496

DRUG STORES - 0.5%

CVS Corp. 11,431,786 466,560

GENERAL MERCHANDISE STORES -
2.9%

Consolidated Stores Corp. (a) 2,191,168 48,343

Costco Wholesale Corp. (a) 1,855,500 133,596

Dayton Hudson Corp. 13,794,300 828,520

Federated Department Stores, 4,015,700 175,436
Inc. (a)

Neiman-Marcus Group, Inc. (a) 668,700 15,631

Wal-Mart Stores, Inc. 30,845,000 1,467,065

2,668,591

GROCERY STORES - 0.6%

Kroger Co. (a) 3,810,000 84,058

Safeway, Inc. (a) 11,754,400 447,402

531,460

RETAIL & WHOLESALE,
MISCELLANEOUS - 4.3%

Bed Bath & Beyond, Inc. (a) 500,000 17,469

Best Buy Co., Inc. (a) 1,000,000 62,063

Circuit City Stores, Inc. - 640,000 27,000
Circuit City Group

Home Depot, Inc. 35,004,850 2,402,208

Intimate Brands, Inc. Class A 1,144,815 44,576

Lowe's Companies, Inc. 14,247,000 694,541

Office Depot, Inc. (a) 12,166,600 123,947

Staples, Inc. (a) 19,300,000 420,981

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - CONTINUED

Tandy Corp. 2,445,200 $ 126,386

Williams-Sonoma, Inc. (a) 500,000 24,281

3,943,452

TOTAL RETAIL & WHOLESALE 8,628,559

SERVICES - 1.5%

ADVERTISING - 1.0%

DoubleClick, Inc. (a) 582,500 69,390

Omnicom Group, Inc. 7,951,576 629,665

Outdoor Systems, Inc. (a) 6,375,437 227,922

926,977

SERVICES - 0.5%

Cendant Corp. (a) 15,387,000 273,119

Gartner Group, Inc. Class B 455,700 7,604
(a)

Manpower, Inc. 2,905,900 84,634

Rentokil Initial PLC 13,131,835 46,495

Robert Half International, 1,838,950 44,135
Inc. (a)

Service Corp. International 700,000 7,394

463,381

TOTAL SERVICES 1,390,358

TECHNOLOGY - 22.1%

COMMUNICATIONS EQUIPMENT - 4.7%

ADC Telecommunications, Inc. 500,000 20,969
(a)

Cisco Systems, Inc. (a) 26,700,000 1,830,619

Lucent Technologies, Inc. 23,808,198 1,544,557

Newbridge Networks Corp. (a) 3,017,200 77,994

Nokia AB 2,400,000 215,550

Nokia AB sponsored ADR 5,622,800 504,998

Nortel Networks Corp. 1,500,000 76,630

Premisys Communications, Inc. 450,000 3,741
(a)

Tellabs, Inc. (a) 900,000 51,244

4,326,302

COMPUTER SERVICES & SOFTWARE
- - 10.0%

America Online, Inc. (a) 7,100,000 738,400

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

At Home Corp. Series A (a) 5,375,422 $ 222,744

Automatic Data Processing, 2,000,000 89,250
Inc.

BMC Software, Inc. (a) 3,517,700 251,735

Ceridian Corp. (a) 2,501,400 62,222

CompUSA, Inc. (a) 1,885,700 11,550

Computer Associates 2,652,800 162,484
International, Inc.

Computer Sciences Corp. (a) 653,200 45,928

Compuware Corp. (a) 4,450,000 115,978

Digital Insight Corp. 25,500 383

DST Systems, Inc. (a) 200,400 11,398

Earthlink Network, Inc. (a) 100,000 4,294

Electronic Arts, Inc. (a) 1,561,100 112,985

Electronic Data Systems Corp. 750,000 39,703

Equifax, Inc. 870,170 24,474

First Data Corp. 4,674,000 205,072

Galileo International, Inc. 700,000 28,175

High Speed Access Corp. 20,300 466

IMS Health, Inc. 3,100,000 70,719

Inktomi Corp. (a) 1,435,700 172,329

International Business 9,706,800 1,178,163
Machines Corp.

Keane, Inc. (a) 600,000 13,688

Lycos, Inc. (a)(c) 4,548,400 227,989

Microsoft Corp. (a) 46,295,400 4,192,627

Oracle Corp. (a) 12,900,000 586,950

Parametric Technology Corp. 3,405,000 45,968
(a)

Redback Networks, Inc. 1,000,000 108,000

Siebel Systems, Inc. (a) 700,000 46,638

TIBCO Software, Inc. (a) 45,600 1,372

Xoom.com, Inc. (a) 400,000 19,850

Yahoo!, Inc. (a) 1,962,900 352,341

9,143,875

COMPUTERS & OFFICE EQUIPMENT
- - 2.7%

Ampex Corp. Class A (a) 25,512 75

Compaq Computer Corp. 5,065,500 116,190

Dell Computer Corp. (a) 7,476,800 312,624

EMC Corp. (a) 11,220,964 801,598

Gadzoox Networks, Inc. 30,100 1,622

Hewlett-Packard Co. 4,200,000 386,400

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - CONTINUED

Network Appliance, Inc. (a) 85,000 $ 6,088

Pitney Bowes, Inc. 5,208,400 317,387

Sun Microsystems, Inc. (a) 2,800,000 260,400

Tech Data Corp. (a) 788,800 18,364

Xerox Corp. 5,800,000 243,238

2,463,986

ELECTRONIC INSTRUMENTS - 0.1%

Thermo Electron Corp. (a) 3,133,200 42,102

Waters Corp. (a) 1,208,100 73,166

115,268

ELECTRONICS - 4.6%

Analog Devices, Inc. (a) 1,353,866 69,386

Broadcom Corp. Class A (a) 200,000 21,800

Intel Corp. 18,297,600 1,359,740

JDS Uniphase Corp. (a) 130,000 14,796

Linear Technology Corp. 3,026,600 177,907

LSI Logic Corp. (a) 300,000 15,450

Maxim Integrated Products, 1,589,200 100,269
Inc. (a)

Micron Technology, Inc. (a) 2,717,000 180,850

Motorola, Inc. 8,016,200 705,426

Rambus, Inc. (a)(c) 1,305,600 86,496

Solectron Corp. (a) 1,230,200 88,344

Texas Instruments, Inc. 16,617,600 1,366,798

Xilinx, Inc. (a) 675,000 44,234

4,231,496

TOTAL TECHNOLOGY 20,280,927

TRANSPORTATION - 0.7%

AIR TRANSPORTATION - 0.1%

AMR Corp. (a) 1,378,100 75,106

Delta Air Lines, Inc. 233,000 11,301

86,407

RAILROADS - 0.5%

Burlington Northern Santa Fe 4,405,220 121,144
Corp.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TRANSPORTATION - CONTINUED

RAILROADS - CONTINUED

CSX Corp. 4,372,000 $ 185,264

Norfolk Southern Corp. 5,410,800 132,565

438,973

TRUCKING & FREIGHT - 0.1%

CNF Transportation, Inc. 592,000 22,052

Landstar System, Inc. (a)(c) 571,200 19,849

Swift Transportation Co., 3,319,875 65,360
Inc. (a)(c)

107,261

TOTAL TRANSPORTATION 632,641

UTILITIES - 7.1%

CELLULAR - 0.6%

ALLTEL Corp. 802,000 56,441

Mannesmann AG (Reg.) 566,400 91,534

Nextel Communications, Inc. 1,350,000 91,547
Class A (a)

Vodafone AirTouch PLC 1,452,900 345,427
sponsored ADR

584,949

ELECTRIC UTILITY - 0.2%

AES Corp. (a) 700,000 41,300

PG&E Corp. 5,063,048 131,006

172,306

GAS - 0.2%

Enron Corp. 4,608,600 190,105

TELEPHONE SERVICES - 6.1%

Ameritech Corp. 3,468,400 233,033

AT&T Corp. 26,352,851 1,146,349

Bell Atlantic Corp. 8,579,100 577,481

BellSouth Corp. 10,457,400 470,583

Covad Communications Group, 519,800 22,660
Inc.

Focal Communications Corp. 39,300 1,007

GTE Corp. 7,503,200 576,809

Intermedia Communications, 541,000 11,767
Inc. (a)

Level 3 Communications, Inc. 500,000 26,109
(a)

MCI WorldCom, Inc. (a) 21,727,341 1,561,653

Metromedia Fiber Network, 856,800 20,992
Inc. Class A (a)

Net2Phone, Inc. (a) 400 21

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Qwest Communications 3,700,000 $ 109,381
International, Inc. (a)

SBC Communications, Inc. 9,282,800 474,003

Sprint Corp. (FON Group) 6,889,400 373,750

Time Warner Telecom, Inc. 53,800 1,123

5,606,721

TOTAL UTILITIES 6,554,081

TOTAL COMMON STOCKS 84,961,528
(Cost $52,114,581)

PREFERRED STOCKS - 0.0%

CONVERTIBLE PREFERRED STOCKS
- - 0.0%

BASIC INDUSTRIES - 0.0%

CHEMICALS & PLASTICS - 0.0%

Sealed Air Corp. Series A, 416,242 21,124
$2.00

NONCONVERTIBLE PREFERRED
STOCKS - 0.0%

TECHNOLOGY - 0.0%

COMPUTERS & OFFICE EQUIPMENT
- - 0.0%

Ampex Corp. 8% non-cumulative 1,283 2,001

TOTAL PREFERRED STOCKS 23,125
(Cost $20,614)

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMERCIAL MORTGAGE
SECURITIES - 0.0%

MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT (000S)

Bardell Associates Note Trust - $ 4,051 4,304
12.5%, 11/1/08 (f) (Cost
$4,118)

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CASH EQUIVALENTS - 7.9%

MATURITY AMOUNT (000S) VALUE (NOTE 1) (000S)

Investments in repurchase $ 4,703,110 $ 4,702,424
agreements (U.S. Treasury
obligations), in a joint
trading account at 5.25%,
dated 9/30/99 due 10/1/99

Taxable Central Cash Fund, 2,595,819,842 2,595,820
5.22% (b)

TOTAL CASH EQUIVALENTS 7,298,244
(Cost $7,298,244)

TOTAL INVESTMENT PORTFOLIO - 92,287,201
100.3%
(Cost $59,437,557)

NET OTHER ASSETS - (0.3)% (275,889)

NET ASSETS - 100% $ 92,011,312
</TABLE>

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Share amount represents number of units held.

(e) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers.
At the period end, the value of these securities amounted to $7,000 or
0.0% of net assets.

(f) Restricted securities - Investment in securities not registered
under the Securities Act of 1933.

Additional information on each holding is as follows:

SECURITY ACQUISITION DATE ACQUISITION COST (000S)

Alliance Gaming Corp. 7/28/98 $ -

Bardell Associates Note 4/19/94 $ 4,118
Trust 12.5%, 11/1/08

INCOME TAX INFORMATION

At September 30, 1999, the aggregate cost of investment securities for
income tax purposes was $59,570,625,000. Net unrealized appreciation
aggregated $32,716,576,000, of which $35,491,567,000 related to
appreciated investment securities and $2,774,991,000 related to
depreciated investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNTS) SEPTEMBER
30, 1999

ASSETS

Investment in securities, at $ 92,287,201
value (including repurchase
agreements of $4,702,424)
(cost $59,437,557) - See
accompanying schedule

Cash 491

Receivable for investments 178,659
sold

Receivable for fund shares 95,203
sold

Dividends receivable 87,035

Interest receivable 11,105

Other receivables 4,499

TOTAL ASSETS 92,664,193

LIABILITIES

Payable for investments $ 145,048
purchased

Payable for fund shares 285,645
redeemed

Accrued management fee 43,306

Other payables and accrued 17,141
expenses

Collateral on securities 161,741
loaned, at value

TOTAL LIABILITIES 652,881

NET ASSETS $ 92,011,312

Net Assets consist of:

Paid in capital $ 55,445,456

Undistributed net investment 310,195
income

Accumulated undistributed net 3,405,924
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 32,849,737
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 754,066 $ 92,011,312
shares outstanding

NET ASSET VALUE and $122.02
redemption price per share
($92,011,312 (divided by)
754,066 shares)

Maximum offering price per $125.79
share (100/97.00 of $122.02)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED SEPTEMBER 30,
1999

INVESTMENT INCOME $ 450,704
Dividends (including $10,074
received from affiliated
issuers)

Interest 169,204

Security lending 719

TOTAL INCOME 620,627

EXPENSES

Management fee Basic fee $ 274,824

Performance adjustment (44,733)

Transfer agent fees 82,042

Accounting and security 1,010
lending fees

Non-interested trustees' 235
compensation

Custodian fees and expenses 948

Registration fees 2,838

Audit 247

Legal 828

Miscellaneous 19

Total expenses before 318,258
reductions

Expense reductions (4,501) 313,757

NET INVESTMENT INCOME 306,870

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

Investment securities 3,572,123
(including realized gain of
$55,583 on sales of
investments in affiliated
issuers)

Foreign currency transactions (461) 3,571,662

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (4,312,774)

Assets and liabilities in 458 (4,312,316)
foreign currencies

NET GAIN (LOSS) (740,654)

NET INCREASE (DECREASE) IN $ (433,784)
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED SEPTEMBER YEAR ENDED MARCH 31, 1999
30, 1999

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 306,870 $ 497,762
income

Net realized gain (loss) 3,571,662 7,011,764

Change in net unrealized (4,312,316) 10,747,841
appreciation (depreciation)

NET INCREASE (DECREASE) IN (433,784) 18,257,367
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (162,573) (449,343)
From net investment income

From net realized gain (5,081,988) (3,441,624)

TOTAL DISTRIBUTIONS (5,244,561) (3,890,967)

Share transactions Net 9,386,692 14,971,374
proceeds from sales of shares

Reinvestment of distributions 5,143,564 3,818,924

Cost of shares redeemed (7,555,457) (14,410,125)

NET INCREASE (DECREASE) IN 6,974,799 4,380,173
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 1,296,454 18,746,573
IN NET ASSETS

NET ASSETS

Beginning of period 90,714,858 71,968,285

End of period (including $ 92,011,312 $ 90,714,858
undistributed net investment
income of $310,195 and
$178,509, respectively)

OTHER INFORMATION
Shares

Sold 73,431 132,746

Issued in reinvestment of 40,972 34,759
distributions

Redeemed (59,465) (129,759)

Net increase (decrease) 54,938 37,746

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED SEPTEMBER 30, YEARS ENDED MARCH 31,

1999 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 129.75 $ 108.82 $ 80.20 $ 87.52 $ 72.44 $ 69.72
period

Income from Invest- ment
Operations

Net investment income .41 D .73 D .73 D 1.38 D .79 .27

Net realized and unrealized (.72) 26.02 34.35 5.25 19.57 5.22
gain (loss)

Total from investment (.31) 26.75 35.08 6.63 20.36 5.49
operations

Less Distributions

From net investment income (.23) (.67) (1.25) (1.10) (.59) (.14)

From net realized gain (7.19) (5.15) (5.21) (12.85) (4.69) (2.63)

Total distributions (7.42) (5.82) (6.46) (13.95) (5.28) (2.77)

Net asset value, end of $ 122.02 $ 129.75 $ 108.82 $ 80.20 $ 87.52 $ 72.44
period

TOTAL RETURN B, C (0.40)% 25.63% 45.41% 9.11% 28.43% 8.21%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 92,011 $ 90,715 $ 71,968 $ 51,243 $ 56,179 $ 39,803
millions)

Ratio of expenses to average .67% A .62% .62% .66% .95% .99%
net assets

Ratio of expenses to average .66% A, E .60% E .61% E .64% E .92% E .96% E
net assets after expense
reductions

Ratio of net invest- ment .65% A .66% .77% 1.75% .95% .39%
income to average net assets

Portfolio turnover rate 28% A 37% 34% 67% 155% 120%

</TABLE>

A ANNUALIZED

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

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.

NOTES TO FINANCIAL STATEMENTS

For the period ended September 30, 1999

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity Magellan Fund (the fund) is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment
company organized as a Massachusetts business trust and is authorized
to issue an unlimited number of shares. Effective 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
and settlement date 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 taxable income for its fiscal year. The schedule of investments
includes

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

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, partnerships, non-taxable
dividends and losses deferred due to wash sales. The fund also
utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for
income tax purposes.

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.

SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.

2. OPERATING POLICIES.

FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.

2. OPERATING POLICIES - CONTINUED

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. 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.

RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, restricted securities (excluding 144A
issues) amounted to $4,336,000 or 0.0% of net assets.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $13,034,299,000 and $12,079,236,000, 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

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

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 .49% 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 $6,183,000 on sales of shares of the fund of which
$6,171,000 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 AND SECURITY LENDING FEES. FSC maintains the fund's
accounting records and administers the security lending program. The
security lending fee is based on the number and duration of lending
transactions. The accounting fee is based on the level of average net
assets for the month plus out-of-pocket expenses.

BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $928,000 for the
period.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $160,303,000. The fund received cash collateral of
$161,741,000 which was invested in repurchase agreements.

6. 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 $2,069,000 under this arrangement.

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 $7,000 and $2,425,000, respectively, under these
arrangements.

7. 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:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH
AFFILIATED COMPANIES

AMOUNTS IN THOUSANDS

AFFILIATE PURCHASE COST SALES COST DIVIDEND INCOME VALUE

Anadarko Petroleum Corp. $ - $ 2,774 $ 646 $ 195,906

Black & Decker Corp. - 13,007 527 -

Case Corp. - 5,494 - -

Extended Stay America, Inc. - - - 52,736

Host Marriott Services Corp. - 5,639 - -

Host Marriott Corp. - 9,682 5,046 109,250

Lafarge Corp. 1,411 1,739 1,341 143,134

Landstar System, Inc. - 787 - 19,849

Leggett & Platt, Inc. - 1,163 2,217 242,485

Lycos, Inc. 6,265 - - 227,989

Oakwood Homes Corp. - 2,178 73 16,020

Polo Ralph Lauren Corp. Class - - - 41,861
A

Pulte Corp. - - 224 60,900

Rambus, Inc. 1,371 - - 86,496

Swift Transportation Co., Inc. - 2,307 - 65,360

Synetic, Inc. - 7,096 - -

TOTALS $ 9,047 $ 51,866 $ 10,074 $ 1,261,986

</TABLE>

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, 1999, 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, 1999 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion
expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 2, 1999

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 Automated Service Telephone 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)
FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST SM)
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.

*0To 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.

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

If you are not currently on the Internet, call EarthLink Sprint at
1-800-288-2967, and be sure to ask for registration number SMD004 to
receive a special Fidelity package that includes 30 days of free
Internet access. EarthLink is North America's #1 independent Internet
access provider.

(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)

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 VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

455 Market Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

3 Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

1 West Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

470 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

MICHIGAN

280 North Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

MINNESOTA

7600 France Avenue South
Edina, MN

MISSOURI

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

200 North Broadway
St. Louis, MO

NEW JERSEY

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 Franklin Avenue
Garden City, NY

999 Walt Whitman Road
Melville, L.I., NY

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

OHIO

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

OREGON

16850 SW 72 Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

TENNESSEE

6150 Poplar Road
Memphis, TN

TEXAS

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

8180 Greensboro Drive
McLean, VA

WASHINGTON

411 108th Avenue, N.E.
Bellevue, WA

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

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 P. Johnson, Vice President
Robert E. Stansky, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, 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
Ned C. Lautenbach

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
Quincy, MA

FIDELITY'S GROWTH FUNDS

Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund SM
Contrafund SM II
Disciplined Equity Fund
Dividend 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 Fund(registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
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)

Fidelity Automated Service
Telephone (FAST SM) (AUTOMATED GRAPHIC) 1-800-544-5555

* INDEPENDENT TRUSTEES

(AUTOMATED GRAPHIC) AUTOMATED LINE FOR QUICKEST SERVICE

(FIDELITY LOGO GRAPHIC)(REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

MAG-SANN-1199 87972
1.537468.102