FIDELITY MT VERNON STREET TRUST
N-30B-2, 1994-01-31
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FIDELITY
 
 
(REGISTERED TRADEMARK)
NEW MILLENNIUM
FUND
ANNUAL REPORT
NOVEMBER 30, 1993 
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on minimizing taxes.         
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy, and outlook.      
 
INVESTMENT CHANGES       9    A summary of major shifts in the         
                              fund's investments over the last six     
                              months.                                  
 
INVESTMENTS              10   A complete list of the fund's            
                              investments with their market value.     
 
FINANCIAL STATEMENTS     23   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES                    27   Footnotes to the financial               
                              statements.                              
 
REPORT OF INDEPENDENT    30   The auditor's opinion.                   
ACCOUNTANTS                                                            
 
 
 
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. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A 
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE 
FDIC.
 
 
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
Once the new year begins, many people start reviewing their finances and
calculating their tax bills. No one wants to pay more taxes than they have
to. But a recent survey of 500 U.S. households, conducted by Fidelity and
Yankelovich Partners, showed that few people have taken steps to reduce
their taxes under the new legislation. Many were not even aware that the
new tax laws were retroactive to January 1993. 
Whether or not you're someone whose tax bill will increase as a result of
these changes, it may make sense to consider ways to keep more of what you
earn.
First, if your employer offers a 401(k) or 403(b) retirement savings plan,
consider enrolling. These plans are set up so you can make regular
contributions - 
before taxes - to a retirement savings plan. They offer a disciplined
savings strategy, the ability to accumulate earnings tax-deferred, and
immediate tax savings. For example, if you earn $40,000 a year and
contribute 7% of your salary to your 401(k) plan, your annual contribution
is $2,800. That reduces your taxable income to $37,200 and, if you're in
the 
28% tax bracket, saves you $784 in Federal taxes. In addition, you pay no
taxes on any earnings until withdrawal. 
It may be a good idea to contact your benefits office as soon as possible
to find out when you can enroll or increase your contribution. Most
employers allow employees to make changes only a few times each year. 
Second, consider an IRA. Many people are eligible to make an IRA
contribution (up to $2,000) that is fully tax deductible. That includes
people who are not covered by company pension plans, or those within
certain income brackets. Even if you don't qualify for a fully deductible
contribution, any IRA earnings will grow tax-deferred until withdrawal. 
Third, consider tax-free investments like municipal bonds and municipal
bond funds. Often these can provide higher after-tax yields than comparable
taxable investments. For example, if you're in the new 36% Federal income
tax bracket and invest $10,000 in a taxable investment yielding 7%, you'll
pay $252 in Federal taxes and receive $448 in income. That same $10,000
invested in a tax-free bond fund yielding 5.5% would allow you to keep $550
in income. 
These are three investment strategies that could help lower your tax bill
in 1994. If you're interested in learning more, please call us at
1-800-544-8888 or visit a Fidelity Investor Center. 
Wishing you a prosperous new year,
Edward C. Johnson 3d, Chairman
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIOD ENDED NOVEMBER 30, 1993                       LIFE OF FUND         
 
New Millennium                                       19.70%               
 
New Millennium (incl. 3% sales charge)               16.11%               
 
S&P 500(Registered trademark)                    7.79%                
 
Average Capital Appreciation Fund                    n/a                  
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, since the fund began on December 28,
1992. You can compare these figures to the performance of the Standard
& Poor's 500 Composite Stock Price Index - a common proxy for the U.S.
stock market.  By the next report, you'll also be able to compare them to
the average capital appreciation fund, which reflects the performance of
159 capital appreciation funds tracked by Lipper Analytical Services. Both
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effects of sales charges.
ANNUALIZED TOTAL RETURNS
PERIOD ENDED NOVEMBER 30, 1993                       LIFE OF FUND         
 
New Millennium                                       21.43%               
 
New Millennium (incl. 3% sales charge)               17.50%               
 
S&P 500(Registered trademark)                    8.44%                
 
Average Capital Appreciation Fund                    n/a                  
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year. Since this fund is less than one year old, its
return is an annualized figure.
$10,000 OVER LIFE OF FUND
          New Millennium (300)    S&P 500
 12/28/92              9700.00   10000.00
 12/31/92              9777.60    9910.45
 01/31/93             10291.70    9993.70
 02/28/93             10029.80   10129.62
 03/31/93             10437.20   10343.35
 04/30/93             10340.20   10093.04
 05/31/93             10951.30   10363.53
 06/30/93             11038.60   10393.59
 07/31/93             11242.30   10352.01
 08/31/93             11620.60   10744.36
 09/30/93             11892.20   10661.62
 10/31/93             12105.60   10882.32
 11/30/93             11610.90   10778.94
 
$10,000 OVER LIFE OF FUND:  Let's say you invested $10,000 in Fidelity New
Millennium Fund on December 28, 1992, and paid a 3% sales charge. As the
chart shows, by November 30, 1993, the value of your investment would have
grown to $11,611 - a 16.11% increase on your initial investment. For
comparison, look at how the S&P 500 did over the same period. With
dividends reinvested, the same $10,000 investment would have grown to
$10,779 - a 7.79% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks will vary. That means if 
you sell your shares during a 
market downturn, you might 
lose money. But if you can 
ride out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
Low inflation, falling interest rates 
and a gradually improving 
economy boosted U.S. stocks 
during the 12 months ended 
November 30, 1993. The Standard 
& Poor's 500 index - a broad 
measure of U.S. stock 
performance - rose 10.10%, in 
line with the market's long-term 
average annual return. Continued 
poor performance by tobacco, drug 
and brand-name consumer 
products stocks was offset by 
impressive results in other sectors, 
including technology, although 
semiconductors gave back part of 
their gains in October and 
November. Other market leaders 
were finance, notably securities 
brokers; autos; entertainment; and 
precious metals. Communications 
stocks soared as traditional 
telephone utilities, cellular 
communications companies and 
entertainment companies 
scrambled to form strategic 
alliances. Mergers and acquisitions 
activity resumed at a pace 
reminiscent of the 1980s. The 
NASDAQ Composite Index, which 
tracks over-the-counter stocks, 
rose 15.57% for the year, 
compared to 14.73% for the Dow 
Jones Industrial Average, an index 
of 30 blue-chip stocks. Both trailed 
the Morgan Stanley EAFE 
(Europe, Australia, Far East) index, 
which rose 24.27%. Two widely 
watched benchmarks broke 
records during the period: slow 
growth and the prospect of higher 
taxes helped push the yield on the 
30-year Treasury below 6% in 
early September; meanwhile, the 
Dow closed above 3700 for the 
first time in mid-November, and 
finished the month at 3684.
An interview with Neal Miller, 
Portfolio Manager of Fidelity New Millennium Fund
Q. NEAL, HOW DID THE FUND PERFORM?
A. Quite well in its first year. New Millennium's total return from its
start date on December 28, 1992 through the end of the fund's fiscal year
on November 30, 1993 was 19.70%. The best exact comparison I can make with
the fund's competitors is year-to-date through November 30. Over that span,
New Millennium returned 18.75% while the average capital appreciation fund
returned 11.62%, according to Lipper Analytical Services. 
Q. WHAT HELPED THE FUND?
A. Well, most of the rail stocks were up, including top holdings Trinity
Industries, which makes rail cars, and CSX, a railroad. My interest in the
rail industry stems partly from a development I caught wind of in a trade
journal last summer. This was a magazine for tire dealers but it had a
picture of a train on the cover, which struck me as odd. The article was
all about the integration of rubber wheels with iron wheels - so-called
inter-modal transportation. The backdrop, it turns out, is quite profound.
Modern business practices such as "just in time" inventory replenishment
demand a more efficient flow of goods and materials. Railroads are an
integral part of that scheme, and rail traffic has risen accordingly.
That's exactly the kind of opportunity I look for in this fund.
Q. ANY OTHER EXAMPLES?
A. This is not a pleasant subject, granted, but I see a number of factors
that could lead to an increase in the U.S. mortality rate. Among them are
the proliferation of living wills, in which people are choosing to die with
dignity; and a growing reliance by the medical establishment on less
invasive procedures, which may also be less effective. Moreover, with the
spread of managed care systems, health-care providers will be evaluated on
the outcome of their procedures, which could make them reluctant to treat
the terminally ill. Meanwhile, the population is aging. The result, I
believe, will be a gradual shortening of life expectancy. That's why I own
Service Corp., one of the largest domestic funeral home and cemetery
operators.
Q. TECHNOLOGY STOCKS WERE 23% OF THE FUND LAST MAY, BUT ONLY 15% AT THE END
OF NOVEMBER. WHY ARE YOU SELLING?
A. I'm not making a bet against technology. It's still the largest sector
in the fund. But I have taken profits in subsectors that may have gotten
ahead of themselves. Among them, the computer networkers: companies like
Synoptics, Cabletron, Wellfleet and Cisco; and makers of semiconductors and
test equipment like Teradyne, Kulicke & Soffa and Micron Technology.
But the most exciting story, I think, is IBM. Recently it became the fund's
second largest investment.
Q. WHAT MAKES IBM SO ATTRACTIVE?
A. Signs suggest a coming change for the better at IBM. Some are anecdotal,
like the picture I saw in a trade magazine recently of an IBM sales rep
wearing a striped shirt with an open collar - evidence, of a sea change in
IBM's corporate culture. Beyond that, recent technology innovations have
made it easier to gain access to, and manipulate, archival mainframe data.
To the extent that contributes to a revival in IBM's core business -
mainframe computers - the company's prospects could improve dramatically.
IBM is still the leader in many personal computer market categories; and
lately it has been gaining market share, not losing it. With all the recent
cost-cutting at IBM, these developments could lead to profit growth sooner
than expected. 
Q. ANY REGRETS THIS PERIOD?
A. Hauser Chemical. The company had an exclusive relationship with
Bristol-Myers to supply a compound derived from the yew tree that has been
found to help some ovarian and breast cancer patients. When Bristol-Myers
suddenly severed the contract, Hauser was faced with the potential loss of
some 90% of its revenues, and the stock fell from $15 a share to $4 before
rebounding partially to $9.
Q. WHAT'S YOUR OUTLOOK?
A. Because I buy mainly small-company stocks - IBM is an exception - I
probably worry more about inflation and interest rates than other fund
managers do. Small companies, as a group, tend to have a big appetite for
capital; when interest rates rise, they can suffer disproportionately. That
said, I see little on the horizon to suggest a return to high inflation.
While commodities have recently started to rise; wages have been kept in
check by the spread of global production; and most industries continue
under intense pressure to hold the line on prices. As for the economy, I
expect to see continued moderate growth in 1994. So the backdrop is mostly
encouraging, as long as you remember that the market has provided unusually
generous returns in recent years. For that reason, if no other, it would be
unwise to expect the fund to repeat last year's performance.
FUND FACTS
GOAL: to increase the value 
of the fund's shares over the 
long term by focusing on 
stocks with growth potential 
due to social and economic 
changes
START DATE: December 28, 1992 
SIZE: as of November 30, 
1993, over $254 million in 
assets (with current limit of 
$500 million in assets)
MANAGER: Neal Miller, since 
December 1992; manager, 
Fidelity Equity Portfolios, 
since November 1988; 
Fidelity Aggressive Equity 
Discipline, since June 1990; 
Fidelity Special Equity 
Discipline, 1988-1990
(checkmark)
NEAL MILLER ON HIS
INVESTMENT STYLE:
"I look for anomalies. If you'll 
permit me an extended 
metaphor, I try to spot the 
winds of change on the 
horizon. Then I look for 
companies - call them 
sailboats - that have been 
becalmed. Finally, depending 
on what those wind patterns 
are, I try to spot the boats that 
will win the race by matching 
the boats' characteristics to 
the nature and speed of the 
wind."
(bullet)  Foreign stocks totaled 
about 13% of the fund's 
investments at the end of 
November. The largest 
foreign holding was Korea 
Electric Power, which could 
benefit from an increase in 
industrial activity tied to higher 
exports to China.
(bullet)  Industrial machinery and 
equipment, at 8.1% of total 
investments, was the fund's 
third largest sector. 
Manitowoc, a crane builder, is 
a good example of an 
American company that could 
profit from exports to China.
(bullet)  Utilities accounted for 8.3% 
of total investments. Apart 
from Korea Electric, most 
were telephone- service and 
cellular stocks, like ALC 
Communications and Dial 
Page.
DISTRIBUTIONS
The Board of Trustees of 
Fidelity New Millennium Fund 
voted to pay on December 13, 
1993, to shareholders of record 
at the opening of business on 
December 10, 1993, a 
distribution of $.25 derived 
from capital gains realized from 
sales of portfolio securities and 
a dividend of $.01 from net 
investment income.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF NOVEMBER 30, 1993 
                                   % OF FUND'S    % OF FUND'S       
                                   INVESTMENTS    INVESTMENTS       
                                                  IN THESE STOCKS   
                                                  6 MONTHS AGO      
 
Miller (Herman), Inc.              3.8            2.5               
 
International Business Machines                                     
 Corp.                             2.8            0.0               
 
Trinity Industries, Inc.           2.0            1.7               
 
Korea Electric Power Corp.         1.7            0.0               
 
Diebold, Inc.                      1.6            1.7               
 
La Quinta Motor Inns, Inc.         1.6            0.0               
 
Manitowoc Co., Inc.                1.5            1.8               
 
Service Corp. International        1.5            0.9               
 
Schlumberger Ltd.                  1.0            0.5               
 
ALC Communications Corp.           1.0            0.6               
 
TOP FIVE INDUSTRIES AS OF NOVEMBER 30, 1993 
                              % OF FUND'S    % OF FUND'S           
                              INVESTMENTS    INVESTMENTS           
                                             IN THESE INDUSTRIES   
                                             6 MONTHS AGO          
 
Technology                    14.7           22.7                  
 
Transportation                10.4           5.9                   
 
Utilities                     8.3            4.0                   
 
Media and Leisure             8.2            8.1                   
 
Industrial Machinery &    8.1            7.6                   
Equipment                                                          
 
ASSET ALLOCATION
AS OF NOVEMBER 30, 1993 * AS OF MAY 31, 1993 * 
Row: 1, Col: 1, Value: 88.59999999999999
Row: 1, Col: 2, Value: 11.4
Row: 1, Col: 1, Value: 93.3
Row: 1, Col: 2, Value: 6.7
Stocks 88.6%
Short-term
Investments 11.4%
FOREIGN
INVESTMENTS 12.9%
Stocks 93.3%
Bonds 6.7%
FOREIGN
INVESTMENTS 11.0%
* 
* 
INVESTMENTS NOVEMBER 30, 1993
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 88.2%
 SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 0.9%
AEROSPACE & DEFENSE - 0.1%
Boeing Co.   4,100 $ 158,363  09702310
DEFENSE ELECTRONICS - 0.8%
E-Systems, Inc.   29,600  1,239,500  26915730
General Motors Corp. Class E  10,700  306,288  37044240
Loral Corp.   22,500  742,500  54385910
  2,288,288
TOTAL AEROSPACE & DEFENSE   2,446,651
BASIC INDUSTRIES - 3.6%
CHEMICALS & PLASTICS - 1.2%
Betz Laboratories, Inc.   1,800  75,483  08777910
Cabot Corp.   16,200  858,600  12705510
Furon Co.   44,700  648,150  36110610
Guardsman Products, Inc.   50,000  650,000  40148910
IMC Fertilizer Group, Inc.   25,900  993,913  44966910
  3,226,146
IRON & STEEL - 0.7%
Dong Bu Steel Co. Ltd.   20,000  633,585  25799L22
Laclede Steel Co. (a)  51,800  802,900  50560610
Wheeling Pittsburgh Corp. (a)  20,600  339,900  96314210
  1,776,385
METALS & MINING - 0.6%
Castle AM & Co.   51,100  721,788  14841110
Korea Tungsten Mining Co.   8,630  362,031  50599S22
Lucky Metals Corp.   16,500  245,019  54999A22
Poong San Corp. (a)  10,500  216,991  73299522
  1,545,829
PACKAGING & CONTAINERS - 0.1%
Bemis Co., Inc.   8,700  195,750  08143710
PAPER & FOREST PRODUCTS - 1.0%
Abitibi-Price, Inc.   27,800  293,973  00368010
Aokam Perdana BHD  38,000  371,384  01899792
Canadian Pacific Forest Products Ltd.   11,500  162,502  13642N10
Domtar, Inc. (a)  75,300  472,123  25756110
Kimberly Clark de Mexico Class A   45,900  747,027  49499392
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - CONTINUED
Land & General BHD  185,000 $ 589,425  51499693
Pope & Talbot, Inc.   3,800  103,550  73282710
  2,739,984
TOTAL BASIC INDUSTRIES   9,484,094
CONGLOMERATES - 0.7%
Alexander & Baldwin, Inc.   31,900  781,550  01448210
Brierley Investments Ltd.   541,600  346,397  10901410
Canadian Pacific Ltd. Ord.  35,900  587,919  13644030
  1,715,866
CONSTRUCTION & REAL ESTATE - 4.0%
BUILDING MATERIALS - 1.0%
Central Sprinkler Corp.   20,000  240,000  15518410
Coflexip sponsored ADR  6,500  104,000  19238410
Florida Rock Industries, Inc.   8,300  240,700  34114010
Lafarge Corp.   23,600  472,000  50586210
Lilly Industrial Coatings, Inc. Class A  61,700  1,372,825  53249110
Republic Gypsum Co.   8,300  75,738  76047310
Southdown, Inc. (a)  11,600  237,800  84129710
  2,743,063
CONSTRUCTION - 1.6%
Butler Manufacturing Co. (Del.) (a)  61,200  1,606,500  12365510
Daelim Industrial Co.   24,000  484,099  23699F22
NCI Building Systems, Inc. (a)  122,700  2,024,550  62885210
Turner Corp. (a)  10,500  82,688  90027310
  4,197,837
ENGINEERING - 0.7%
Glenayre Technologies, Inc.   33,800  1,318,200  37789910
Hanil Development Co.   24,000  475,189  41099822
  1,793,389
REAL ESTATE - 0.7%
Grubb & Ellis Co. (a)  77,800  243,125  40009520
Stewart Enterprises, Inc. Class A  39,600  1,534,500  86037010
  1,777,625
TOTAL CONSTRUCTION & REAL ESTATE   10,511,914
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
DURABLES - 5.3%
AUTOS, TIRES, & ACCESSORIES - 0.8%
Chrysler Corp.   10,200 $ 538,050  17119610
Clarcor, Inc.   6,000  117,000  17989510
Monro Muffler Brake, Inc. (a)  62,400  951,600  61023610
Smith (A.O.) Corp. Class B  16,800  527,100  83186520
  2,133,750
CONSUMER ELECTRONICS - 0.5%
Newell Co.   37,300  1,501,325  65119210
HOME FURNISHINGS - 4.0%
Falcon Products, Inc. (a)  34,500  362,250  30607510
Kimball International, Inc. Class B  5,100  159,375  49427410
Miller (Herman), Inc.   331,900  9,874,025  60054410
  10,395,650
TOTAL DURABLES   14,030,725
ENERGY - 4.3%
COAL - 0.2%
Pittston Company Mineral Group   26,900  598,525  72570120
ENERGY SERVICES - 3.5%
Atwood Oceanics, Inc. (a)  4,500  50,625  05009510
BJ Services Co. (a)   24,900  547,800  05548210
Chiles Offshore Corp. (a)  6,200  33,325  16888710
Dreco Energy Services Ltd. Class A (a)  22,800  253,080  26152820
Dual Drilling Co. (a)  27,400  294,550  26356410
Energy Service, Inc. (a)   124,100  380,056  29271910
Global Marine, Inc. (a)   81,900  317,363  37935240
Input/Output, Inc. (a)  24,300  455,625  45765210
Lone Star Technologies, Inc. (a)  21,600  164,700  54231210
Marine Drilling Cos., Inc. (a)  100,000  537,500  56824020
Maverick Tube Corp. (a)  69,600  748,200  57791410
Nabors Industries, Inc. (a)  104,900  708,075  62956810
Petroleum Helicopters, Inc. (non vtg.) (a)  9,600  127,200  71660420
Pride Petroleum Services, Inc. (a)  24,900  155,625  74154110
Schlumberger Ltd.   47,300  2,719,750  80685710
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
ENERGY - CONTINUED
ENERGY SERVICES - CONTINUED
Smith International, Inc. (a)  8,300 $ 73,663  83211010
Sundowner Offshore Services, Inc. (a)  13,100  189,950  86731410
Weatherford International, Inc. (a)  126,900  1,300,725  94707610
  9,057,812
OIL & GAS - 0.6%
Cabot Oil & Gas Corp. Class A  18,800  368,950  12709710
Canadian Natural Resources Ltd. (a)  9,000  109,489  13638510
KCS Group, Inc.   34,200  816,525  48243420
Murphy Oil Corp.   2,400  96,300  62671710
Renaissance Energy Ltd. (a)  14,100  282,369  75966610
  1,673,633
TOTAL ENERGY   11,329,970
FINANCE - 3.1%
BANKS - 0.0%
Cho Hing Bank Co. Ltd.   3,400  42,074  17099E22
CLOSED END INVESTMENT COMPANY - 0.0%
Free State Consolidated Gold Mines Ltd. ADR  6,400  88,000  35614220
CREDIT & OTHER FINANCE - 1.6%
Central Invest & Finance (a)  20,000  445,490  15499422
Credit Acceptance Corp. (a)  9,600  324,000  22531010
Granite Industries BHD  451,000  2,591,753  38799522
Manhattan Card Co.   414,000  188,916  56299B22
Mercury Finance Co.   13,800  229,425  58939510
Tong Yang Securities Co. Ltd. (a)  11,400  284,965  93999B22
  4,064,549
INSURANCE - 0.1%
Poe & Associates, Inc.   9,000  173,250  73044410
SECURITIES INDUSTRY - 1.4%
Boram Securities Co. Ltd. (a)  44,000  941,963  18599622
Eaton Vance Corp.   4,000  144,000  27826510
Kim Eng Holdings Ltd.   23,000  47,725  49499D92
Korea First Securities Co. (a)  47,000  1,105,062  50099K22
Seoul Securities Co. (a)  42,230  930,199  83599P22
Sunkyong Securities Co. (a)  23,000  506,621  96199D22
  3,675,570
TOTAL FINANCE   8,043,443
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
HEALTH - 3.5%
DRUGS & PHARMACEUTICALS - 2.1%
Biogen, Inc. (a)  11,200 $ 425,600  09059710
Cephalon, Inc. (a)   10,000  165,000  15670810
Chiron Corp. (a)  5,100  424,575  17004010
Circa Pharmaceuticals, Inc. (a)  95,400  1,025,550  17253C10
Hauser Chemical Research, Inc. (a)   172,400  1,422,300  41914130
Kwang Dong Pharmaceutical (a)  28,650  645,254  50599L22
Mylan Laboratories, Inc.   53,600  1,447,200  62853010
Suheung Capsule Co. Ltd.   2,000  57,666  88499H22
  5,613,145
MEDICAL EQUIPMENT & SUPPLIES - 1.2%
Boston Scientific Corp. (a)  68,900  852,638  10113710
Millipore Corp.   600  20,700  60107310
Owens & Minor, Inc.   78,000  1,511,250  69073010
Zoll Medical Corp. (a)  20,000  630,000  98992210
  3,014,588
MEDICAL FACILITIES MANAGEMENT - 0.2%
Vitalink Pharmacy Services, Inc. (a)  40,600  416,150  92846E10
TOTAL HEALTH   9,043,883
INDUSTRIAL MACHINERY & EQUIPMENT - 8.1%
ELECTRICAL EQUIPMENT - 2.0%
BMC Industries, Inc. (a)  3,100  60,450  05560710
C COR Electronics, Inc. (a)  16,200  275,400  12501010
California Microwave Corp. (a)  30,300  712,050  13044210
Grainger (W.W.), Inc.   29,100  1,702,350  38480210
Roper Industries, Inc.   52,600  1,775,250  77669610
Star Paging International Holdings Ltd.   1,353,000  591,126  85599692
  5,116,626
INDUSTRIAL MACHINERY & EQUIPMENT - 6.1%
Brenco, Inc.   181,300  1,813,000  10706110
Cascade Corp.   48,400  998,250  14719510
Cincinnati Milacron, Inc.   16,100  322,000  17217210
Donaldson Company, Inc.   13,000  536,250  25765110
Duriron Company, Inc.   40,300  891,638  26684910
JLG Industries, Inc.   35,400  814,200  46621010
Manitowoc Co., Inc.   122,500  3,920,000  56357110
Raymond Corp. (The) (a)  101,300  1,722,100  75468810
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Regal-Beloit Corp.   71,200 $ 1,664,300  75875010
Stewart & Stevenson Services, Inc.   31,200  1,575,600  86034210
TRINOVA Corp.   42,000  1,365,000  89667810
Twin Disc, Inc.   13,300  256,025  90147610
  15,878,363
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   20,994,989
MEDIA & LEISURE - 8.2%
BROADCASTING - 2.3%
Associated Communications Corp. Class B (a)  39,300  1,090,575  04554120
CBS, Inc.   6,400  1,972,800  12484510
Capital Cities/ABC, Inc.   2,100  1,328,250  13985910
Chris-Craft Industries, Inc.   10,300  383,675  17052010
Crown Casino Corp.   13,200  80,850  22821610
Gaylord Entertainment Co. Class A  22,000  528,000  36790110
Peoples Choice TV Corp. (a)  24,800  644,800  71084710
  6,028,950
ENTERTAINMENT - 0.6%
Ameristar Casinos, Inc.   20,000  220,000  03070Q10
Paramount Communications, Inc.   9,400  740,250  69921610
Royal Caribbean Cruises Ltd.   23,500  605,125  78015392
  1,565,375
LEISURE DURABLES & TOYS - 0.4%
Fleetwood Enterprises, Inc.   45,300  1,092,863  33909910
LODGING & GAMING - 4.2%
Argosy Gaming Corp. (a)  20,000  465,000  04022810
Host Marriott Corp.   49,600  353,400  44107810
La Quinta Motor Inns, Inc.   125,050  4,126,650  50419510
Marine Harvest International, Inc. (a)  20,000  120,000  56824710
Marriott International, Inc.   94,200  2,284,350  57190010
Promus Companies, Inc.   35,250  1,489,313  74342A10
Sahara Gaming Corp. (a)  68,336  1,093,376  78709C10
Shangri-La Asia Ltd. (a)  960,000  1,143,331  84599M22
  11,075,420
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.2%
American Greetings Corp. Class A  5,400 $ 167,400  02637510
Marvel Entertainment Group, Inc. (a)  14,000  411,250  57391310
Media General, Inc. Class A  2,200  55,000  58440410
  633,650
RESTAURANTS - 0.5%
Back Bay Restaurant Group, Inc. (a)  3,600  56,700  05635V10
Bertucci's, Inc. (a)  45,000  922,500  08606310
Uno Restaurant Corp. (a)  17,700  179,213  91490010
  1,158,413
TOTAL MEDIA & LEISURE   21,554,671
NONDURABLES - 3.5%
AGRICULTURE - 0.0%
Chai-Na-Ta Ginseng Products (a)  25,000  112,296  15745J10
BEVERAGES - 0.9%
Canadaigua Wine Co. Class A (a)  59,300  1,512,150  13721920
Celestial Seasonings, Inc. (a)  16,000  436,000  15101610
Coca-Cola Bottling Co. Consolidated  10,000  392,500  19109810
  2,340,650
FOODS - 2.4%
ConAgra, Inc.   69,100  1,848,425  20588710
Dean Foods Co.   19,200  523,200  24236110
Doosan Foods Co.   27,990  398,323  25899622
Eskimo Pie Corp.   38,100  628,650  29644310
IBP, Inc.   84,200  2,115,525  44922310
Savanna Foods & Industries, Inc.   39,600  529,650  80479510
Wholesome and Hearty Foods, Inc. (a)  12,500  212,500  96690010
  6,256,273
HOUSEHOLD PRODUCTS - 0.2%
Neutrogena Corp.   21,600  453,600  64124610
TOTAL NONDURABLES   9,162,819
PRECIOUS METALS - 2.3%
American Barrick Resources Corp.   53,200  1,398,952  02451E10
Canyon Resources Corp. (a)  36,900  133,763  13886910
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
PRECIOUS METALS - CONTINUED
Coeur d'Alene Mines Corp.   5,600 $ 102,200  19210810
Homestake Mining Co.   133,600  2,505,000  43761410
Newmont Mining Corp.   35,900  1,862,313  65163910
  6,002,228
RETAIL & WHOLESALE - 4.4%
APPAREL STORES - 0.8%
Claire's Stores, Inc.   118,500  2,029,313  17958410
DRUG STORES - 0.4%
General Nutrition Companies, Inc.   37,500  1,003,125  37047F10
GENERAL MERCHANDISE STORES - 0.5%
Proffitts, Inc. (a)   45,700  1,325,300  74292510
GROCERY STORES - 0.6%
Whole Foods Market, Inc. (a)  75,400  1,545,700  96683710
RETAIL & WHOLESALE, MISCELLANEOUS - 2.1%
Lowe's Companies, Inc.   33,800  1,732,250  54866110
North West Company, Inc.   73,000  1,017,874  66329F10
Office Depot, Inc.   6,500  208,000  67622010
Orchard Supply Hardware Corp. (a)  11,200  156,800  68569110
Sun Television & Appliances, Inc.   37,800  807,975  86688110
Tiffany & Company, Inc.   34,000  1,062,500  88654710
Williams-Sonoma, Inc. (a)  16,400  520,700  96990410
  5,506,099
TOTAL RETAIL & WHOLESALE   11,409,537
SERVICES - 2.9%
PRINTING - 1.0%
Reynolds & Reynolds Co. Class A  61,500  2,590,688  76169510
SERVICES - 1.9%
Loewen Group, Inc.   24,100  633,736  54042L10
Oroamerica, Inc. (a)  10,100  141,400  68702710
Pittston Company Services Group  19,200  508,800  72570110
Service Corp. International  155,500  3,809,750  81756510
  5,093,686
TOTAL SERVICES   7,684,374
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TECHNOLOGY - 14.7%
COMMUNICATIONS EQUIPMENT - 1.8%
Andrew Corp. (a)  10,400 $ 348,400  03442510
Artel Communications Corp. (a)  5,000  16,250  04300910
Centigram Communications Corp.   10,800  324,000  15231710
General DataComm Industries, Inc. (a)  59,400  571,725  36948710
Harmon Industries, Inc. (a)  32,100  690,150  41313610
Newbridge Networks Corp. (a)  13,200  646,800  65090110
Syntellect, Inc. (a)  26,700  106,800  87161L10
3Com Corp. (a)  59,000  2,146,125  88553510
  4,850,250
COMPUTER SERVICES & SOFTWARE - 3.8%
ASK Group, Inc. (The) (a)   13,400  189,275  00190310
Adobe Systems, Inc.   10,500  242,813  00724F10
BancTec, Inc.   63,450  1,332,450  05978410
Blyth Holdings, Inc.   16,400  221,400  09643410
Cerner Corp. (a)  51,000  1,861,500  15678210
Computer Associates International, Inc.   33,200  1,319,700  20491210
Compuware Corp.   14,500  358,875  20563810
ECI Telecom Ltd.   49,700  1,167,950  26825810
Equifax, Inc.   13,400  323,275  29442910
Henry (Jack) & Associates, Inc.   66,450  1,029,975  42628110
Keane, Inc. (a)  12,250  369,031  48666510
MicroAge, Inc. (a)  8,300  300,875  59492810
SunGard Data Systems, Inc. (a)  23,100  820,050  86736310
Symantec Corp. (a)  20,300  334,950  87150310
Systems & Computer Technology Corp.   3,100  51,538  87187310
Tecnost Spa  50,000  79,449  87824090
  10,003,106
COMPUTERS & OFFICE EQUIPMENT - 6.8%
Compaq Computer Corp. (a)   23,000  1,664,625  20449310
Diebold, Inc.   75,800  4,292,175  25365110
International Business Machines Corp.   137,100  7,386,263  45920010
Quantum Corp. (a)  21,400  304,950  74790610
Read Rite Corp. (a)  19,300  270,200  75524610
SCI Systems, Inc. (a)   6,400  116,000  78389010
Seagate Technology (a)  66,000  1,600,500  81180410
Silicon Graphics, Inc. (a)  33,500  1,465,625  82705610
Syquest Technology, Inc. (a)  27,500  302,500  87166010
Tech Data Corp. (a)  9,900  297,000  87823710
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Tricord Systems, Inc. (a)  5,000 $ 120,000  89612110
  17,819,838
ELECTRONIC INSTRUMENTS - 1.1%
KLA Instruments Corp.   70,000  1,662,500  48248010
Teradyne, Inc. (a)  50,200  1,179,700  88077010
  2,842,200
ELECTRONICS - 1.2%
Augat, Inc. (a)  46,500  860,250  05104210
Linear Technology Corp.   19,000  679,250  53567810
Maxim Integrated Products, Inc. (a)  10,800  459,000  57772K10
Molex, Inc.   11,000  352,000  60855410
Molex, Inc. (New)  6,400  188,800 
Nae Wae Semiconductor Co. (a)  17,000  494,370  60855420
  3,033,670
TOTAL TECHNOLOGY   38,549,064
TRANSPORTATION - 10.4%
AIR TRANSPORTATION - 2.9%
AMR Corp.  (a)  29,200  1,923,550  00176510
Comair Holdings, Inc.   49,900  1,534,425  19978910
Korean Air (a)  45,000  996,783  52299522
Mesa Airlines, Inc. (a)  63,600  1,065,300  59048110
SkyWest, Inc.   11,700  359,775  83087910
UAL Corp. (a)  11,600  1,722,600  90254910
  7,602,433
RAILROADS - 7.1%
CSX Corp.   26,100  2,166,300  12640810
Chicago & North Western Holdings Corp. (a)   15,000  356,250  16715510
Conrail, Inc.   12,100  754,738  20836810
Florida East Coast Industries, Inc.   18,700  1,309,000  34063210
Illinois Central Corp., Series A  65,800  2,179,625  45184110
Johnstown America Industries, Inc. (a)  68,400  1,470,600  47947710
Santa Fe Pacific Corp.   85,600  1,754,800  80218310
Southern Pacific Rail Corp. (a)   96,200  1,827,800  84358410
Trinity Industries, Inc.   137,000  5,137,500  89652210
Wisconsin Central Transportation Corp. (a)  33,000  1,699,500  97659210
  18,656,113
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TRANSPORTATION - CONTINUED
SHIPPING - 0.1%
OMI Corp.   19,800 $ 128,700  67087410
TRUCKING & FREIGHT - 0.3%
Trimac Ltd.   3,900  48,905  89620810
XTRA Corp.   15,000  691,875  98413810
  740,780
TOTAL TRANSPORTATION   27,128,026
UTILITIES - 8.3%
CELLULAR - 2.5%
Cencall Communications Corp. (a)  53,800  1,533,300  15129710
Dial Page, Inc. (a)  55,100  2,231,550  25247P10
IDB Communications Group, Inc.   46,100  2,062,975  44935510
Nextel Communications, Inc. Class A  17,500  660,625  65332V10
  6,488,450
ELECTRIC UTILITY - 1.7%
Korea Electric Power Corp.   180,010  4,343,764  50099B92
GAS - 1.2%
Aquila Gas Pipeline Corp. (a)  15,100  171,763  03839B10
Seagull Energy Corp. (a)  10,000  245,000  81200710
Tejas Gas Corp. (Del.) (a)  15,700  836,025  87907510
Williams Companies, Inc.   72,600  1,969,275  96945710
  3,222,063
TELEPHONE SERVICES - 2.9%
ALC Communications Corp. (a)  100,200  2,680,350  00157530
C-TEC Corp. (a)  53,000  1,444,250  12650410
Executive Telecard Ltd. (a)  5,000  64,375  30160110
Hong Kong Telecommunication Ltd. ADR  23,700  1,318,313  43857920
LCI International, Inc. (a)  13,500  445,500  50181310
LDDS Communications, Inc. (a)  35,677  1,520,726  50182L10
Telecomasia Corp. Public Ltd.   40,000  86,444  87928D92
WCT Communications  25,600  179,200  92923M10
  7,739,158
TOTAL UTILITIES   21,793,435
TOTAL COMMON STOCKS
(Cost $211,240,868)   230,885,689
PREFERRED STOCKS - 0.4%
 SHARES VALUE (NOTE 1)
CONVERTIBLE PREFERRED STOCKS - 0.1%
ENERGY - 0.1%
ENERGY SERVICES - 0.1%
Chiles Offshore Corp. $1.50 (a)  11,300 $ 279,675  16888720
NONCONVERTIBLE PREFERRED STOCKS - 0.3%
ENERGY - 0.0%
OIL & GAS - 0.0%
Gulf Canada Resources Ltd., Series 1, adj. rate  9,200  24,150  40218L40
FINANCE - 0.2%
CREDIT & OTHER FINANCE - 0.2%
Tong Yang Securities (a)  30,000  638,535  93999B23
MEDIA & LEISURE - 0.1%
LODGING & GAMING - 0.1%
Sahara Gaming Corp. exchangeable $2.14 cumulative  144,600  162,675 
78709C20
TOTAL NONCONVERTIBLE PREFERRED STOCKS   825,360  16888720
TOTAL PREFERRED STOCKS
(Cost $1,138,916)   1,105,035
CONVERTIBLE BONDS - 0.0%
  PRINCIPAL 
  AMOUNT 
DURABLES - 0.0%
TEXTILES & APPAREL - 0.0%
Shinwon Corp. euro 0.50%, 12/31/08   $ 100,000 $ 100,000  98499DAA
FINANCE - 0.0%
CREDIT & OTHER FINANCE - 0.0%
Benpress Holdings Corp. 4 1/5%, 
12/31/94 (b)    10,000  22,500  082300AA
TOTAL CONVERTIBLE BONDS
(Cost $115,049)   122,500
REPURCHASE AGREEMENTS - 11.4%
 MATURITY VALUE (NOTE 1)
 AMOUNT 
Investments in repurchase agreements, 
(U.S. Treasury obligations), in a 
joint trading account at 3.24% 
dated 11/30/93 due 12/1/93  $ 29,799,681 $ 29,797,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $242,291,833)  $ 261,910,224
LEGEND
1. Non-income producing
(b) 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 $22,500 or 0% of net assets.
OTHER INFORMATION
Distribution of investments by country, as a percentage of total value of
investments, is as follows:
United States  87.1%
Korea  5.7
Canada  2.4
Malaysia  1.4
Hong Kong  1.3
Netherlands   1.1
Others (individually less than 1%)  1.0
TOTAL  100.0%
INCOME TAX INFORMATION
At November 30, 1993, the aggregate cost of investment securities for
income tax purposes was $242,659,060.  Unrealized appreciation of
$19,251,164 related to investment securities. 
The fund hereby designates $658,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                         <C>            <C>             
 NOVEMBER 30, 1993                                                                         
 
ASSETS                                                                                     
 
Investment in securities, at value (including repurchase                   $ 261,910,224   
agreements of $29,797,000) (cost $242,291,833)                                             
(Notes 1 and 2) - See accompanying schedule                                                
 
Cash                                                                        523            
 
Receivable for investments sold                                             9,120,203      
 
Receivable for fund shares sold                                             1,711,465      
 
Dividends receivable                                                        257,180        
 
 TOTAL ASSETS                                                               272,999,595    
 
LIABILITIES                                                                                
 
Payable for investments purchased                           $ 17,231,218                   
 
Payable for fund shares redeemed                             1,320,726                     
 
Accrued management fee                                       142,328                       
 
Other payables and accrued expenses                          196,402                       
 
 TOTAL LIABILITIES                                                          18,890,674     
 
NET ASSETS                                                                 $ 254,108,921   
 
Net Assets consist of:                                                                     
 
Paid in capital                                                            $ 228,135,065   
 
Accumulated net investment (loss)                                           (177,405)      
 
Accumulated undistributed net realized gain (loss) on                       6,532,870      
investments                                                                                
 
Net unrealized appreciation (depreciation) on investment                    19,618,391     
securities                                                                                 
 
NET ASSETS, for 21,231,615 shares outstanding                              $ 254,108,921   
 
NET ASSET VALUE and redemption price per share                              $11.97         
($254,108,921 (divided by) 21,231,615 shares)                                              
 
Maximum offering price per share (100/97 of $11.97)                         $12.34         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                     <C>           <C>            
 DECEMBER 28, 1992 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30, 1993                                 
 
INVESTMENT INCOME                                                                     $ 1,636,139    
Dividends                                                                                            
 
Interest                                                                               479,831       
 
 TOTAL INCOME                                                                          2,115,970     
 
EXPENSES                                                                                             
 
Management fee (Note 4)                                                 $ 1,176,102                  
 
Transfer agent fees (Note 4)                                             773,776                     
 
Accounting fees and expenses (Note 4)                                    107,774                     
 
Non-interested trustees' compensation                                    968                         
 
Custodian fees and expenses                                              69,724                      
 
Registration fees                                                        169,307                     
 
Audit                                                                    26,446                      
 
Legal                                                                    820                         
 
Miscellaneous                                                            1,672                       
 
 Total expenses before reductions                                        2,326,589                   
 
 Expense reductions (Note 5)                                             (33,214)      2,293,375     
 
NET INVESTMENT INCOME (LOSS)                                                           (177,405)     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                                     6,532,870     
(NOTES 1 AND 3)                                                                                      
Net realized gain (loss) on investment securities                                                    
 
Change in net unrealized appreciation (depreciation) on                                19,618,391    
investment securities                                                                                
 
NET GAIN (LOSS)                                                                        26,151,261    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                  $ 25,973,856   
OPERATIONS                                                                                           
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                                       <C>                 
                                                                          DECEMBER 28,        
                                                                          1992                
                                                                          (COMMENCEMENT       
                                                                          OF OPERATIONS) TO   
                                                                          NOVEMBER 30,        
                                                                          1993                
 
INCREASE (DECREASE) IN NET ASSETS                                                             
 
Operations                                                                $ (177,405)         
Net investment income (loss)                                                                  
 
 Net realized gain (loss) on investments                                   6,532,870          
 
 Change in net unrealized appreciation (depreciation) on                   19,618,391         
 investments                                                                                  
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                      25,973,856         
 OPERATIONS                                                                                   
 
Share transactions                                                         413,120,185        
Net proceeds from sales of shares                                                             
 
 Cost of shares redeemed                                                   (184,985,120)      
 
 Net increase (decrease) in net assets resulting from share                228,135,065        
 transactions                                                                                 
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                  254,108,921        
 
NET ASSETS                                                                                    
 
 Beginning of period                                                       -                  
 
 End of period (including accumulated net investment loss of $177,405)    $ 254,108,921       
 
OTHER INFORMATION                                                                             
Shares                                                                                        
 
 Sold                                                                      37,507,976         
 
 Redeemed                                                                  (16,276,361)       
 
 Net increase (decrease)                                                   21,231,615         
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                                                              <C>                  
                                                                                 DECEMBER 28,         
                                                                                 1992                 
                                                                                 (COMMENCEMENT        
                                                                                 OF OPERATIONS) TO    
                                                                                 NOVEMBER 30,         
 
                                                                                 1993                 
 
SELECTED PER-SHARE DATA                                                                               
 
Net asset value, beginning of period                                             $ 10.00              
 
Income from Investment Operations                                                                     
 
 Net investment income                                                            (.01)               
 
 Net realized and unrealized gain (loss) on investments                           1.98                
 
 Total from investment operations                                                 1.97                
 
Net asset value, end of period                                                   $ 11.97              
 
TOTAL RETURN (dagger) (double dagger)                                             19.70%              
 
RATIOS AND SUPPLEMENTAL DATA                                                                          
 
Net assets, end of period (000 omitted)                                          $ 254,109            
 
Ratio of expenses to average net assets (diamond)                                    1.32%*              
 
Ratio of expenses to average net assets before expense reductions                 1.34%*              
(diamond)                                                                 
 
Ratio of net investment income to average net assets                              (.10)%*             
 
Portfolio turnover rate                                                           204%*               
 
</TABLE>
 
* ANNUALIZED
(diamond) SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
(dagger) THE TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE, AND
FOR PERIODS OF LESS THAN ONE YEAR IS NOT ANNUALIZED.
(double dagger) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIOD SHOWN.
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1993
 
 
1. SIGNIFICANT ACCOUNTING 
POLICIES.
Fidelity New Millennium Fund (the fund) is a fund of Fidelity Mt. Vernon
Street Trust (the trust) and is authorized to issue an unlimited number of
shares. The trust 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. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days 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, other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. The fund intends to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code. By so qualifying, the fund
will not be subject to income taxes to the extent that it distributes all
of its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income Tax
Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Dividend and
interest income is recorded net of foreign taxes where recovery of such
taxes is not assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY 
CONTRACTS. The fund may enter into forward foreign currency contracts.
These contracts involve market risk in excess of the amount reflected in
the fund's Statement of Assets and Liabilities. The face or contract amount
in U.S. dollars reflects the total exposure the fund has in that particular
currency contract. The U.S. dollar value of forward foreign currency
contracts is determined using forward currency exchange rates supplied by a
quotation service. Losses may arise due to changes in the value of the
foreign currency or if the counterparty does not perform under the
contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management contracts with FMR, may transfer
uninvested cash balances into a joint trading account. These balances are
invested in one or more repurchase agreements that are collateralized by
U.S. Treasury or Federal Agency obligations.
3. PURCHASES AND SALES OF 
INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $534,173,696 and $328,211,955, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management &
Research Company (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 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
average of a series of rates ranging from .30% to .52% and is based on the
monthly average net assets of all the mutual funds advised by FMR. The
annual individual fund fee rate is .35%. The basic fee is subject to a
performance adjustment (up to a maximum of + or - .20%) based on the fund's
investment performance as compared to the appropriate index over a
specified period of time. The fund's performance adjustment did not take
effect until December 1993. For the period, the management fee was
equivalent to an annualized rate of .68% of average net assets .
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .2850% to .5200%. Effective November 1, FMR has voluntarily
agreed to implement this new group fee rate schedule as it results in the
same or a lower management fee.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $4,124,424 on sales of shares of the fund.
TRANSFER AGENT FEE. Fidelity Service Co. (FSC), an affiliate of FMR, is the
fund's transfer, dividend disbursing and shareholder servicing agent. FSC
receives fees based on the type, size, number of accounts and the number of
transactions made by shareholders. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
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 $128,941 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
$33,214 under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Mt. Vernon Street Trust and the Shareholders of
Fidelity New Millennium Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Mt. Vernon Street Trust: Fidelity New Millennium Fund, including
the schedule of portfolio investments, as of November 30, 1993, and the
related statement of operations and the statement of changes in net assets
and the financial highlights for the period December 28, 1992 (commencement
of operations)to November 30, 1993. These financial statements and
financial highlights are the responsibility of the fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 1993, with custodian and brokers. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Mt. Vernon Street Trust: Fidelity New Millennium as of November
30, 1993, the results of its operations, the changes in its net assets and
the financial highlights for the period December 28, 1992 (commencement of
operations) to November 30, 1993, in conformity with generally accepted
accounting principles.
/s/COOPERS & LYBRAND
COOPERS & LYBRAND
Boston, Massachusetts
January 4, 1994
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
1. For quotes on funds you own.
 
2. For an individual fund quote.
 
3. For the ten most frequently 
requested Fidelity fund quotes.
 
4. For quotes on Fidelity Select 
Portfolios.(Registered trademark)
 
5. To change your Personal 
Identification Number (PIN).
 
6. To speak with a Fidelity 
representative. 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
1. For balances on funds you own.
 
2. For your most recent fund activity
(purchases, redemptions, and 
dividends).
 
3. To change your Personal 
Identification Number (PIN).
 
4. To speak with a Fidelity 
representative.
 
* 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. FOR MORE
INFORMATION ON ANY 
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE 
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager,
 Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Chase Manhattan Bank, N.A.
New York, NY
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Growth Company Fund
Low-Priced Stock Fund
Magellan(Registered trademark) Fund
New Millennium Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
 
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE
FIDELITY NEW MILLENNIUM FUND
 82 DEVONSHIRE STREET
 BOSTON, MASSACHUSETTS 02109
 
 
TO THE SHAREHOLDERS:
The Board of Trustees of Fidelity New Millennium Fund voted to pay on
January 10, 1994, to shareholders of record at the opening of business on
January 7, 1994, a distribution of $.04 derived from capital gains realized
from sales of portfolio securities.
In the opinion of management, regardless of whether you took payments in
cash or in additional shares, the distribution will be reportable for tax
purposes for the year 1994. You will be notified at a later date as to the
tax treatment of this distribution.
If your account is a Fidelity prototype retirement plan such as an
Individual Retirement Account (IRA), a Keogh Plan, a 403(b), or a qualified
pension or profit sharing plan, the above information is provided for
informational purposes only and is not reportable for tax purposes in 1994.
 
FIDELITY NEW MILLENNIUM FUND
January 7, 1994
 
 
FIDELITY
 
 
(REGISTERED TRADEMARK)
NEW MILLENNIUM
FUND
ANNUAL REPORT
NOVEMBER 30, 1993 
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on minimizing taxes.         
 
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 last six     
                              months.                                  
 
INVESTMENTS              11   A complete list of the fund's            
                              investments with their market value.     
 
FINANCIAL STATEMENTS     28   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES                    32   Footnotes to the financial               
                              statements.                              
 
REPORT OF INDEPENDENT    35   The auditor's opinion.                   
ACCOUNTANTS                                                            
 
 
 
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. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A 
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE 
FDIC.
 
 
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
Once the new year begins, many people start reviewing their finances and
calculating their tax bills. No one wants to pay more taxes than they have
to. But a recent survey of 500 U.S. households, conducted by Fidelity and
Yankelovich Partners, showed that few people have taken steps to reduce
their taxes under the new legislation. Many were not even aware that the
new tax laws were retroactive to January 1993. 
Whether or not you're someone whose tax bill will increase as a result of
these changes, it may make sense to consider ways to keep more of what you
earn.
First, if your employer offers a 401(k) or 403(b) retirement savings plan,
consider enrolling. These plans are set up so you can make regular
contributions - 
before taxes - to a retirement savings plan. They offer a disciplined
savings strategy, the ability to accumulate earnings tax-deferred, and
immediate tax savings. For example, if you earn $40,000 a year and
contribute 7% of your salary to your 401(k) plan, your annual contribution
is $2,800. That reduces your taxable income to $37,200 and, if you're in
the 
28% tax bracket, saves you $784 in Federal taxes. In addition, you pay no
taxes on any earnings until withdrawal. 
It may be a good idea to contact your benefits office as soon as possible
to find out when you can enroll or increase your contribution. Most
employers allow employees to make changes only a few times each year. 
Second, consider an IRA. Many people are eligible to make an IRA
contribution (up to $2,000) that is fully tax deductible. That includes
people who are not covered by company pension plans, or those within
certain income brackets. Even if you don't qualify for a fully deductible
contribution, any IRA earnings will grow tax-deferred until withdrawal. 
Third, consider tax-free investments like municipal bonds and municipal
bond funds. Often these can provide higher after-tax yields than comparable
taxable investments. For example, if you're in the new 36% Federal income
tax bracket and invest $10,000 in a taxable investment yielding 7%, you'll
pay $252 in Federal taxes and receive $448 in income. That same $10,000
invested in a tax-free bond fund yielding 5.5% would allow you to keep $550
in income. 
These are three investment strategies that could help lower your tax bill
in 1994. If you're interested in learning more, please call us at
1-800-544-8888 or visit a Fidelity Investor Center. 
Wishing you a prosperous new year,
Edward C. Johnson 3d, Chairman
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1993          PAST 1   PAST 5    PAST 10   
                                         YEAR     YEARS     YEARS     
 
Growth Company                           15.04%   174.40%   335.34%   
 
Growth Company (incl. 3% sales charge)   11.59%   166.17%   322.28%   
 
S&P 500(Registered trademark)        10.10%   98.31%    295.47%   
 
Average Growth Fund                      9.30%    98.42%    220.63%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one, five, or ten years. You can compare
these figures to the performance of the Standard & Poor's 500 Composite
Stock Price Index - a common proxy for the U.S. stock market. You can also
compare them to the average growth fund, which reflects the performance of
320 growth funds tracked by Lipper Analytical Services. Both benchmarks
include reinvested dividends and capital gains, if any, and exclude the
effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1993          PAST 1   PAST 5   PAST 10   
                                         YEAR     YEARS    YEARS     
 
Growth Company                           15.04%   22.37%   15.85%    
 
Growth Company (incl. 3% sales charge)   11.59%   21.63%   15.49%    
 
S&P 500(Registered trademark)        10.10%   14.67%   14.74%    
 
Average Growth Fund                      9.30%    14.34%   11.90%    
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
 
$10,000 OVER 10 YEARS
          Growth Company (025)     S&P 500
 11/30/83              9700.00    10000.00
 12/31/83              9412.81     9948.00
 01/31/84              8836.32     9892.29
 02/29/84              8292.32     9544.08
 03/31/84              8387.89     9709.20
 04/30/84              8387.89     9801.43
 05/31/84              7807.13     9258.43
 06/30/84              8240.86     9459.34
 07/31/84              7865.94     9342.05
 08/31/84              9123.03    10374.34
 09/30/84              8880.43    10376.42
 10/31/84              8902.48    10416.88
 11/30/84              8711.35    10300.22
 12/31/84              8895.13    10572.14
 01/31/85             10167.31    11395.71
 02/28/85             10537.03    11535.88
 03/31/85             10248.65    11543.95
 04/30/85             10152.52    11533.56
 05/31/85             10707.11    12200.20
 06/30/85             10847.60    12391.75
 07/31/85             11172.95    12373.16
 08/31/85             11232.11    12267.99
 09/30/85             10559.22    11884.00
 10/31/85             10995.49    12433.04
 11/30/85             11912.39    13285.95
 12/31/85             12444.79    13928.99
 01/31/86             12890.74    14006.99
 02/28/86             13977.41    15054.71
 03/31/86             14665.91    15894.76
 04/30/86             14956.25    15715.15
 05/31/86             15628.16    16551.20
 06/30/86             15711.11    16830.91
 07/31/86             14417.06    15890.07
 08/31/86             14923.06    17069.11
 09/30/86             13570.95    15657.49
 10/31/86             14582.96    16560.93
 11/30/86             14392.17    16963.36
 12/31/86             14066.61    16530.80
 01/31/87             15852.88    18757.49
 02/28/87             17298.61    19498.42
 03/31/87             17117.89    20061.92
 04/30/87             16485.38    19883.37
 05/31/87             16425.15    20056.35
 06/30/87             16696.22    21069.20
 07/31/87             17469.29    22137.41
 08/31/87             18603.79    22963.13
 09/30/87             18182.11    22460.24
 10/31/87             13342.92    17622.31
 11/30/87             11947.39    16170.23
 12/31/87             13827.98    17400.78
 01/31/88             13881.08    18133.35
 02/29/88             14730.73    18978.37
 03/31/88             14900.66    18391.94
 04/30/88             14730.73    18596.09
 05/31/88             14656.39    18757.87
 06/30/88             15898.99    19618.86
 07/31/88             15569.76    19544.31
 08/31/88             14932.52    18879.80
 09/30/88             15771.55    19684.08
 10/31/88             15601.62    20231.30
 11/30/88             15389.21    19941.99
 12/31/88             16049.27    20290.98
 01/31/89             17172.71    21776.28
 02/28/89             17142.38    21234.05
 03/31/89             17730.87    21728.80
 04/30/89             18940.53    22856.52
 05/31/89             20422.65    23782.21
 06/30/89             19681.59    23646.66
 07/31/89             21000.23    25781.95
 08/31/89             21861.17    26287.27
 09/30/89             22482.35    26179.50
 10/31/89             22253.49    25572.13
 11/30/89             22351.57    26093.80
 12/31/89             22732.38    26720.05
 01/31/90             21002.22    24927.14
 02/28/90             21927.38    25248.70
 03/31/90             23104.85    25917.79
 04/30/90             22768.43    25269.85
 05/31/90             25159.41    27733.65
 06/30/90             25447.77    27545.07
 07/31/90             24654.78    27456.92
 08/31/90             22095.59    24974.82
 09/30/90             20137.14    23758.54
 10/31/90             20233.26    23656.38
 11/30/90             22395.96    25184.58
 12/31/90             23549.40    25887.23
 01/31/91             26204.72    27015.92
 02/28/91             27898.83    28947.55
 03/31/91             29412.72    29648.09
 04/30/91             29148.39    29719.24
 05/31/91             30698.33    31003.11
 06/30/91             28631.75    29583.17
 07/31/91             30902.58    30961.74
 08/31/91             32236.25    31695.54
 09/30/91             32044.01    31166.22
 10/31/91             31971.92    31583.85
 11/30/91             30782.43    30311.02
 12/31/91             34930.88    33778.60
 01/31/92             35323.94    33150.32
 02/29/92             35624.07    33581.27
 03/31/92             33784.15    32926.44
 04/30/92             33131.69    33894.48
 05/31/92             33092.54    34060.56
 06/30/92             31918.12    33553.06
 07/31/92             33053.40    34925.38
 08/31/92             32153.01    34209.41
 09/30/92             32661.92    34613.08
 10/31/92             34423.55    34734.22
 11/30/92             36707.15    35918.66
 12/31/92             37705.38    36360.46
 01/31/93             38621.12    36665.89
 02/28/93             37541.86    37164.54
 03/31/93             38880.69    37948.72
 04/30/93             38457.18    37030.36
 05/31/93             40615.70    38022.77
 06/30/93             40765.98    38133.04
 07/31/93             40110.22    37980.50
 08/31/93             41749.61    39419.97
 09/30/93             42924.50    39116.43
 10/31/93             43511.94    39926.14
 11/30/93             42227.76    39546.84
 
$10,000 OVER 10 YEARS:  Let's say you invested $10,000 in Fidelity Growth
Company Fund on November 30, 1983, and paid a 3% sales charge. As the chart
shows, by November 30, 1993, the value of your investment would have grown
to $42,228 - a 322.28% increase on your initial investment. For comparison,
look at how the S&P 500 did over the same period. With dividends
reinvested, the same $10,000 investment would have grown to $39,547 - a
295.47% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks will vary. That means if 
you sell your shares during a 
market downturn, you might 
lose money. But if you can 
ride out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
Low inflation, falling interest rates 
and a gradually improving 
economy boosted U.S. stocks 
during the 12 months ended 
November 30, 1993. The Standard 
& Poor's 500 index - a broad 
measure of U.S. stock 
performance - rose 10.10%, in 
line with the market's long-term 
average annual return. Continued 
poor performance by tobacco, drug 
and brand-name consumer 
products stocks was offset by 
impressive results in other sectors, 
including technology, although 
semiconductors gave back part of 
their gains in October and 
November. Other market leaders 
were finance, notably securities 
brokers; autos; entertainment; and 
precious metals. Communications 
stocks soared as traditional 
telephone utilities, cellular 
communications companies and 
entertainment companies 
scrambled to form strategic 
alliances. Mergers and acquisitions 
activity resumed at a pace 
reminiscent of the 1980s. The 
NASDAQ Composite Index, which 
tracks over-the-counter stocks, 
rose 15.57% for the year, 
compared to 14.73% for the Dow 
Jones Industrial Average, an index 
of 30 blue-chip stocks. Both trailed 
the Morgan Stanley EAFE 
(Europe, Australia, Far East) index, 
which rose 24.27%. Two widely 
watched benchmarks broke 
records during the period: slow 
growth and the prospect of higher 
taxes helped push the yield on the 
30-year Treasury below 6% in 
early September; meanwhile, the 
Dow closed above 3700 for the 
first time in mid-November, and 
finished the month at 3684.
An interview with Robert Stansky, Portfolio Manager of Fidelity Growth
Company Fund
Q. BOB, HOW HAS THE FUND DONE?
A. The fund's total return for the year ended November 30, 1993, was
15.04%. That compared to a return of  9.30% for the average growth fund
tracked by Lipper Analytical Services.
Q. WHAT HELPED THE FUND TOP THE AVERAGE?
A. I believe stock prices follow earnings, and the fund did well to the
extent that I was able to find companies that were growing earnings within
their given industries. That said, this past year has not been without its
challenges. We've seen the stocks of many growth companies take on rather
high price-to-earnings ratios, or valuations. This year, many stocks with
p/e ratios high enough to scare any fund manager just kept on performing
well. That made it more difficult to determine whether a particular stock's
price was so high relative to earnings that it couldn't rise much more.
It's very tough to hold on to or buy more of a stock that's on the way up;
most people want to sell and take their profits. In part, we beat the
average by sticking with rising stocks of companies that were growing
earnings, even if these stocks were expensive. 
Q. LET'S GET SPECIFIC. WHERE DID YOU FIND THE TOP PERFORMERS?
A. Mostly in the technology sector - 20.6% of the fund on November 30. This
group showed the strongest earnings growth this year, with the sector up
over 13% in 1993, through November. Though the economy was growing slowly,
the products of some of these companies took off. Investors wanted to know
who had the new product on the market and who was selling a lot of them.
For example, Compaq remained one of the fund's top investments over the
last six months. The personal computer market has been adding roughly 40
million units a year. Compaq has been gaining market share and improving
profitability by distributing the right products at the right price. The
price of a share of Compaq's stock on May 31 was $57.88 and had risen to
$72.38 by the end of November. Motorola was one of the fund's largest
investments during most of the period. Here's a well-positioned company in
an attractive industry - semi-conductors and communications equipment, both
of which were among the market leaders this year. Motorola has been growing
earnings and seems poised to benefit from the technology boom in this
country. So far, it performed well in the late summer and early fall,
before dropping slightly in November. 
Q. HAVEN'T MANY TECHNOLOGY STOCKS DROPPED IN PRICE LATELY?
A. Yes, it's true as a whole they've fallen off somewhat, especially as
some investors have taken profits. However, it's not unusual for the sector
to be very volatile; a stock rising strongly one minute can be perceived as
overpriced and subject to heavy selling the next. Also, questionable
business prospects within some of these companies recently have caused
their stocks to lose favor. For example, SynOptics - a manufacturer of
computer network systems - was the fund's second largest investment at the
end of May. But the company was bringing out a new product, and I wasn't
sure how the market would accept it. So I reduced the fund's stake and am
still waiting to see what will happen. Microsoft is another stock I sold in
early summer because I had doubts about the company's near-term earnings
potential, given its valuation. After its price dropped in the fall, it
began to look more attractive and I began buying again. I have to be very
careful with technology stocks but I like their long-term prospects.
Q. IS THAT DUE, IN PART, TO THE BUILDING OF THE SO-CALLED "INFORMATION
SUPERHIGHWAY," WHICH COMBINES TELEVISIONS, TELEPHONES AND COMPUTERS?
A.  Sure. It's a fascinating concept, but I'm still cautious and have a lot
of questions. What's the build-out schedule? Can companies execute these
large contracts at a profit? What will the competition be like? On paper,
it seems like a can't-miss sector for long-term investing, but every day I
find new reasons to worry. I think the technology industry can ultimately
benefit from the information superhighway, but some companies will do
better than others. That's why I'm sticking with my focus on the merits of
individual stocks, which always gets back to earnings growth. 
Q. WHERE ELSE DID YOU FIND INVESTMENT OPPORTUNITIES?
A. Financial stocks - the fund's second largest sector investment at 12.2%
- - performed well for part of the year before prices edged back down.
Brokerage companies provided some strong gains. For example, Merrill
Lynch's stock rose roughly 30% from May through October. In addition, the
fund had 9.8% of its investments in retail stocks at the end of November.
This sector has had a rough year, but a handful of stocks have done well.
JC Penney was the fund's biggest retail holding through much of the last
six months. I am much more apt to own a specialty retailer than a large
department store, but few specialty stores did well this year. Lately,
Penney's has done a good job with its private label merchandise. Its
catalogue sales also have been strong, in part because Sears dropped its
catalogue. Also, auto stocks - namely, Ford and Chrysler - have been steady
performers. 
Q. AREN'T AUTOS CONSIDERED CYCLICAL STOCKS - WHICH TEND TO RISE AND FALL IN
TANDEM WITH THE ECONOMY?
A. Traditionally, yes. But if you were to cover up the names and strictly
look at Chrysler's or Ford's business fundamentals, you'd think they were
growth stocks. Chrysler, in particular, has shown strong earnings momentum
over the last few quarters. In business terms, they're seeing "unit
growth," which simply means they're selling more cars. That makes these
investments consistent with the fund's goal of buying stocks of companies
whose earnings are growing faster than the market average.
Q. ANY DISAPPOINTMENTS? 
A. Always. In hindsight, investing more heavily in casinos could have
provided the fund with a stronger return. Many had big gains this year as
more states and localities legalized casino gambling as a way to boost
their economies. Companies that specialize in riverboat gambling did
especially well.
Q. WHAT'S YOUR VIEW OF THE NEXT SIX MONTHS?
A. Because so many stocks now carry prices that are high relative to
earnings, I'll have to be choosy in the months ahead. Stocks that seem like
sure bets are becoming very scarce. I don't like to make predictions
concerning which way the market will go. But I think it'll be an
environment where the art of picking successful stocks and avoiding the
losers will be much more of a factor in success than market or economic
conditions. I always have to watch the economy closely, but I'm more
concerned with the business fundamentals of the individual companies whose
stocks I buy. These growth companies are always out there. If I can
consistently find them, the fund should continue to do well over the long
run. But investors need to remember that almost any interim period can be
rocky.
FUND FACTS
GOAL: to increase the value 
of the fund's shares over the 
long term by investing in 
stocks that have 
above-average growth 
potential
START DATE: January 17, 1983 
SIZE: as of November 30, 
1993, over $2.4 billion
MANAGER: Robert Stansky, 
since 1987; manager, 
Fidelity Advisor Equity 
Portfolio Growth, since 1987; 
Fidelity Emerging Growth 
Fund, December 1990 - 
April 1991; Fidelity Select 
Defense & Aerospace 
Portfolio, 1984 - 1985.
(checkmark)
ROBERT STANSKY ON GROWTH 
INVESTING:
"I try to own a mixture of small, 
medium and large companies 
with a cross-section of fast, 
medium and good solid slow 
growers. Stock prices follow 
earnings over the long run. My 
job is to forecast the earning 
potential of companies, then 
make sure their stock price 
doesn't already reflect that 
potential. It's not only important 
to look at earnings growth, but 
also unit growth. There aren't 
very many stocks that make 
huge gains, say go up ten-fold. 
I try to catch those big winners 
on the way up and not give it all 
back during a fall in the 
market." 
(bullet)  On November 30, 1993, 
11.2% of the fund's 
investments were overseas, 
up from 6.9% six months ago. 
This rise reflected increased 
opportunities to find stocks of 
fast growing companies at fair 
prices overseas, due to high 
valuations in the U.S. market.
(bullet)  The fund reduced its cash 
and short-term holdings to 
12.6% by November 30, down 
from 16.8% at the end of May.
DISTRIBUTIONS
The Board of Trustees of 
Fidelity Growth Company 
Fund voted to pay on 
December 20, 1993, to 
shareholders of record at the 
opening of business on 
December 17, 1993, a 
distribution of $2.88 derived 
from capital gains realized 
from sales of portfolio 
securities and a dividend of 
$.07 from net investment 
income.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF NOVEMBER 30, 1993 
                                 % OF FUND'S    % OF FUND'S       
                                 INVESTMENTS    INVESTMENTS       
                                                IN THESE STOCKS   
                                                6 MONTHS AGO      
 
Compaq Computer Corp.            2.9            2.3               
 
Lowe's Companies, Inc.           1.2            0.6               
 
Chrysler Corp.                   1.2            1.0               
 
Cisco Systems, Inc.              1.1            3.0               
 
Penney (J.C.) Co., Inc.          1.1            0.4               
 
Ford Motor Co.                   1.0            0.9               
 
General Electric Co.             1.0            0.6               
 
Citicorp                         1.0            1.1               
 
Pfizer, Inc.                     1.0            0.8               
 
Wellfleet Communications, Inc.   1.0            0.6               
 
TOP FIVE INDUSTRIES AS OF NOVEMBER 30, 1993 
                         % OF FUND'S    % OF FUND'S           
                         INVESTMENTS    INVESTMENTS           
                                        IN THESE INDUSTRIES   
                                        6 MONTHS AGO          
 
Technology               20.6           26.0                  
 
Finance                  12.2           14.8                  
 
Retail & Wholesale   9.8            9.2                   
 
Health                   9.0            7.3                   
 
Media & Leisure      7.2            5.8                   
 
ASSET ALLOCATION
AS OF NOVEMBER 30, 1993* AS OF MAY 31, 1993* 
Row: 1, Col: 1, Value: 12.6
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 87.40000000000001
Row: 1, Col: 1, Value: 16.8
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 83.2
Stocks 87.4%
Short-term
investments 12.6%
Stocks 83.2%
Short-term
investments 16.8%
* FOREIGN 
INVESTMENTS  11.2%
* FOREIGN 
INVESTMENTS  6.9%
INVESTMENTS NOVEMBER 30, 1993
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 87.3%
 SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 0.4%
AEROSPACE & DEFENSE - 0.0%
Orbital Sciences Corporation (a)  31,100 $ 560  68556410
DEFENSE ELECTRONICS - 0.4%
General Motors Corp.   176,200  9,316  37044210
TOTAL AEROSPACE & DEFENSE   9,876
BASIC INDUSTRIES - 1.3%
CHEMICALS & PLASTICS - 0.0%
GEON  28,600  658  37246W10
IRON & STEEL - 0.5%
Compania Siderurgica Nacional (a)  240,266,900  5,192  24499523
LTV Corp. (a)  197,200  2,859  50192110
National Steel Corp. Class B (a)  20,000  228  63784430
Wheeling Pittsburgh Corp. (a)  235,600  3,887  96314210
  12,166
PACKAGING & CONTAINERS - 0.1%
M.C. Packaging  2,020,000  974  62399092
PAPER & FOREST PRODUCTS - 0.7%
Georgia-Pacific Corp.   77,500  5,696  37329810
International Paper Co.   141,300  9,432  46014610
Pope & Talbot, Inc.   2,000  55  73282710
Smurfit (Jeff) Group PLC  182,100  717  84699793
Temple-Inland, Inc.   31,600  1,600  87986810
  17,500
TOTAL BASIC INDUSTRIES   31,298
CONGLOMERATES - 1.0%
Citic Pacific Ltd. Ord.   887,000  2,319  45299792
First Pacific Co. Ltd.   1,774,000  873  33699192
Grupo Carso SA de CV Class A-1  893,800  7,893  40099594
Jardine Matheson & Co. Ltd. Ord.   941,278  7,981  47111510
United Technologies Corp.   89,300  5,525  91301710
  24,591
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
CONSTRUCTION & REAL ESTATE - 2.4%
BUILDING MATERIALS - 0.5%
Armstrong World Industries, Inc.  90,600 $ 4,156  04247610
Cementos Apasco SA de CV Class A  117,400  991  15299392
Cemex SA, Series B (a)  234,400  6,104  15299293
Lafarge Corp.  2,700  54  50586210
Tolmex B2 SA (a)  72,000  854  94399492
  12,159
CONSTRUCTION - 0.9%
Bufete Industrial SA sponsored ADR representing 3 Ord. 
certificates Banco  69,900  1,940  11942H10
Centex Corp.  314,300  12,336  15231210
Ekran Berhad Ord. (a)  320,000  1,689  28299792
Kaufman & Broad Home Corp.  10,300  207  48616810
Lennar Corp.  85,400  2,541  52605710
Pulte Corp.  86,700  3,208  74586710
Redman Industries  36,100  569  75764210
  22,490
ENGINEERING - 0.2%
Glenayre Technologies, Inc.   124,700  4,863  37789910
REAL ESTATE - 0.3%
Hon Kwok Land Investment Ltd. Ord.   1,910,000  865  43899192
Hovnanian Enterprises, Inc. Class A (a)  7,900  123  44248720
Sun Hung Kai Properties Ltd.   1,000,000  6,215  86676H10
  7,203
REAL ESTATE INVESTMENT TRUSTS - 0.5%
Crown American Realty Trust (SBI)  69,800  1,134  22818610
Developers Diversified Realty  38,900  1,050  25159110
Duke Realty Investors, Inc.   145,300  3,270  26441150
Equity Residential Properties Trust (SBI)  74,800  2,431  29476L10
Excel Realty Trust, Inc.   13,300  253  30067R10
Horizon Outlet Centers, Inc. (a)  5,900  143  44043K10
LTC Properties, Inc.   8,400  107  50217510
Manufactured Home Community  48,600  1,938  56468210
McArthur/Glen Realty Corp. (a)  2,500  59  57918810
Property Trust of America (SBI)  32,000  600  74344510
United Dominion Realty Trust, Inc.   24,700  340  91019710
Vornado Realty Trust  39,100  1,456  92904210
  12,781
TOTAL CONSTRUCTION & REAL ESTATE   59,496
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
DURABLES - 4.8%
AUTOS, TIRES, & ACCESSORIES - 3.4%
Autozone, Inc. (a)  207,500 $ 11,516  05333210
Chrysler Corp.   544,100  28,701  17119610
Dana Corp.   81,700  4,473  23581110
Discount Auto Parts, Inc. (a)  45,500  1,132  25464210
Echlin, Inc.   137,800  4,565  27874910
Federal-Mogul Corp.   175,800  4,527  31354910
Ford Motor Co.   413,000  25,090  34537010
Grupo Dina (Consorcio G) ADR (a)  87,300  1,921  21030610
Sime Darby Hong Kong Ltd.   655,000  1,068  82899392
  82,993
CONSUMER ELECTRONICS - 0.4%
Fossil, Inc.   12,000  231  34988210
Harman International Industries, Inc. (a)   49,100  1,178  41308610
Newell Co.   60,800  2,447  65119210
Universal Electronics, Inc. (a)  162,500  4,103  91348310
Whirlpool Corp.   49,500  2,938  96332010
  10,898
HOME FURNISHINGS - 0.4%
Ethan Allen Interiors, Inc. (a)   100,000  2,650  29760210
Haverty Furniture Companies, Inc.   98,300  1,647  41959610
Levitz Furniture, Inc. (a)  74,300  1,059  52748210
Rhodes, Inc. (a)  210,500  2,947  76235P10
Stanley Furniture (a)  40,900  429  85430520
  8,732
TEXTILES & APPAREL - 0.6%
Justin Industries, Inc.   9,400  128  48217110
Mohawk Industries, Inc.   70,200  2,105  60819010
NIKE, Inc. Class B  58,100  2,782  65410610
Nine West Group, Inc. (a)   138,300  4,547  65440D10
Reebok International Ltd.   157,500  4,804  75811010
Stride Rite Corp.   41,500  768  86331410
  15,134
TOTAL DURABLES   117,757
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
ENERGY - 4.1%
ENERGY SERVICES - 0.8%
Halliburton Co.   280,600 $ 8,664  40621610
Rowan Companies, Inc. (a)  92,200  784  77938210
Schlumberger Ltd.   210,200  12,086  80685710
  21,534
OIL & GAS - 3.3%
Anadarko Petroleum Corp.   205,000  8,174  03251110
Anderson Exploration Ltd. (a)  190,000  4,143  03390110
Archer Resources Ltd. (a)  96,400  1,155  03950K10
British Petroleum PLC ADR  180,000  10,665  11088940
Burlington Resources, Inc.   194,100  8,735  12201410
Canadian Natural Resources Ltd. (a)  330,200  4,017  13638510
Chauvco Resources Ltd. Class A (a)  165,700  1,954  16260010
Cross Timbers Oil Co.   14,300  204  22757310
Elan Energy, Inc. (a)  214,500  1,526  28390410
Encal Energy Ltd. (a)  965,100  3,215  29250D10
Enron Oil & Gas Co.   122,700  4,738  29356210
Excel Energy, Inc. (a)  338,800  1,427  30065410
Excel Energy, Inc. (warrants) (a)  30,000  10  30065492
Intensity Resources Ltd. (a)  168,100  296  45816E10
Inverness Petroleum Ltd. (a)  98,400  792  46190810
Louis Dreyfus Natural Gas Corp. (a)  47,200  820  54601110
Murphy Oil Corp.   39,000  1,565  62671710
Newfield Exploration Co. (a)  12,100  198  65129010
Noble Affiliates, Inc.   17,000  421  65489410
Northrock Resources Ltd. (a)  114,300  642  66679810
Parker & Parsley Petroleum Co.   13,600  278  70101810
Petromet Resources Ltd. Ord. (a)  353,400  1,554  71673110
Pinnacle Resources Ltd. (a)  128,500  1,804  72348R10
Renaissance Energy Ltd. (a)  9,400  188  75966610
Rio Alto Exploration Ltd. (a)  671,600  3,771  76689210
Summit Resources Ltd.   469,200  3,074  86624610
Tarragon Oil & Gas Ltd. (a)  599,600  7,014  87629E20
Unocal Corp.   140,400  3,808  91528910
YPF Sociedad Anonima sponsored ADR representing Class D
shares  176,800  4,376  98424510
  80,564
TOTAL ENERGY   102,098
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
FINANCE - 12.2%
BANKS - 6.6%
Advanta Corp.   107,550 $ 4,141  00794210
Banacci SA de CV Class C  232,500  1,735  06399893
Bank of Boston Corp.   507,324  11,034  06071610
Bank of New York Co., Inc.   312,400  17,338  06405710
BanPonce Corp.   53,900  1,604  06670410
Citicorp (a)  666,900  23,675  17303410
First Fidelity Bancorporation  103,965  4,354  32019510
First Interstate Bancorp  182,200  10,636  32054810
First Union Corp.   259,964  10,561  33735810
Grupo Financiero Bancomer SA de CV sponsored ADR, 
Series C (c)  252,500  8,995  40048610
HSBC Holdings PLC  787,628  8,718  42199192
Mellon Bank Corp.   264,192  14,663  58550910
Mercantile Bancorporation, Inc.   117,300  5,161  58734210
NationsBank Corp.   185,828  8,757  63858510
Norwest Corp.   269,500  6,165  66938010
Shawmut National Corp.   361,500  7,546  82048410
Signet Banking Corp.   481,207  15,518  82668110
Westpac Banking Corp.   517,411  1,449  96121410
  162,050
CREDIT & OTHER FINANCE - 2.8%
American Express Co.   233,600  7,329  02581610
American Residential Holdings Corp. (a)  137,700  2,444  02926R10
Argentaria Corp. Bancaria de Esp (a)  24,000  1,026  21991392
Beneficial Corp.   85,300  6,291  08172110
Credit Acceptance Corp. (a)  86,400  2,916  22531010
Dean Witter Discover & Co.   301,525  11,458  24240V10
First USA, Inc.   180,800  5,379  33743H10
GFC Financial Corp.   5,600  151  36160910
Green Tree Acceptance, Inc.   156,500  7,708  39350510
Household International, Inc.   530,066  17,492  44181510
JCG Holdings  1,016,000  809  46799792
Mercury Finance Co.   48,200  801  58939510
North American Mortgage Co.   19,400  514  65703710
Primerica Corp.   131,400  5,256  74158910
  69,574
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
FEDERAL SPONSORED CREDIT - 1.1%
Federal Home Loan Mortgage Corporation  388,200 $ 18,634  31340030
Federal National Mortgage Association  115,200  8,698  31358610
  27,332
INSURANCE - 1.1%
Aetna Life & Casualty Co.   22,300  1,363  00814010
Allstate Corp. (a)  118,600  3,499  02000210
Capital Guaranty Corp. (a)  165,900  3,318  14018K10
Capital Holding Corp.   94,500  3,615  14018610
Exel Ltd.   33,900  1,470  30161610
MBIA, Inc.   51,400  3,392  55262C10
MGIC Investment Corp.   31,600  1,805  55284810
Mutual Risk Management Ltd.   2,850  84  62835110
National Mutual Asia Ltd. (a)  4,513,000  3,914  63699592
National Mutual Asia Ltd. (warrants) (a)  902,600  467  63699593
Paul Revere Corp. (a)  36,300  844  70355910
UNUM Corp.   73,800  3,635  90319210
  27,406
SECURITIES INDUSTRY - 0.6%
Alex. Brown, Inc.   147,100  3,714  01390210
BHC Financial, Inc.  29,000  798  05544W10
Morgan Stanley Group, Inc.   9,800  703  61744610
Paine Webber Group, Inc.   296,300  7,889  69562910
  13,104
TOTAL FINANCE   299,466
HEALTH - 9.0%
DRUGS & PHARMACEUTICALS - 5.8%
Advanced Tissue Sciences Corp. Class A (a)  48,200  518  00755F10
Amgen, Inc. (a)  510,100  23,082  03116210
Applied Immune Sciences, Inc. (a)  125,200  1,487  03820F10
Biogen, Inc. (a)  176,300  6,699  09059710
Bristol-Myers Squibb Co.   98,600  5,904  11012210
COR Therapeutics, Inc. (a)  130,400  1,793  21775310
Cell Genesys, Inc. (a)  70,200  1,386  15092110
Cellpro, Inc. (a)  102,300  2,890  15115610
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Cephalon, Inc. (a)   50,700 $ 837  15670810
Chiron Corp. (a)   151,500  12,612  17004010
Creative BioMolecules, Inc. (a)   102,700  1,027  22527010
Cytotheraputics, Inc. (a)  69,300  849  23292310
Elan PLC ADR  200,550  8,373  28413120
Elan PLC therapeutic systems (Common & 1 ADR warrants) (a)  39,956 
1,199  28413140
Genetics Institute, Inc. depositary shares (a)  83,100  3,802  37185530
IMCERA Group, Inc.   347,800  11,999  45245410
Immulogic Pharmaceutical Corp. (a)  86,900  999  45252R10
Liposome Co, Inc. (a)  139,900  1,714  53631110
Magainin Pharmaceuticals, Inc. (a)  49,300  653  55903610
Molecular Biosystems, Inc. (a)  57,800  1,358  60851310
Perspective Biosystems, Inc. (a)  16,100  427  71527110
Pfizer, Inc.   353,200  23,488  71708110
Protein Design Labs, Inc. (a)  7,200  172  74369L10
Schering-Plough Corp.   290,100  19,400  80660510
Sciclone Pharmaceuticals, Inc. (a)  62,400  1,544  80862K10
Somatix Therapy Corp. (a)  51,700  355  83444710
Warner-Lambert Co.   111,100  7,374  93448810
  141,941
MEDICAL EQUIPMENT & SUPPLIES - 1.8%
Boston Scientific Corp. (a)  273,700  3,387  10113710
Cardinal Distribution, Inc.   53,700  2,349  14148710
Haemonetics Corp. (a)  195,900  4,653  40502410
Johnson & Johnson  373,800  16,307  47816010
McKesson Corp.   845  48  58155610
Medtronic, Inc.   184,800  14,276  58505510
Resound Corp. (a)  7,100  138  76119410
Sofamor/Danek Group, Inc. (a)  121,300  4,094  83400510
  45,252
MEDICAL FACILITIES MANAGEMENT - 1.4%
Columbia Healthcare Corp.   131,400  3,811  19767910
HCA - Hospital Corporation of America Class A (a)  72,400  2,136  40412010
HEALTHSOUTH Rehabilitation Corp. (a)   540,550  8,987  42192410
HealthTrust, Inc. - The Hospital Co. (a)   137,100  3,188  42221H10
Horizon Healthcare Corp. (a)  81,100  1,348  44042H10
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - CONTINUED
Manor Care, Inc.   109,300 $ 2,309  56405410
U.S. Healthcare, Inc.   229,500  13,282  91191010
  35,061
TOTAL HEALTH   222,254
INDUSTRIAL MACHINERY & EQUIPMENT - 2.5%
ELECTRICAL EQUIPMENT - 1.9%
ANTEC Corp. (a)  72,500  1,994  03664P10
General Electric Co.   249,800  24,543  36960410
Hutchison Whampoa Ltd. Ord.   3,427,000  14,534  44841510
Scientific-Atlanta, Inc.   50,000  1,569  80865510
Star Paging International Holdings Ltd.   6,784,000  2,964  85599692
  45,604
INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%
Caterpillar, Inc.   111,200  9,480  14912310
Flow International Corp. (a)  92,200  743  34346810
Granite Industries BHD  790,000  4,540  38799522
  14,763
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   60,367
MEDIA & LEISURE - 7.2%
BROADCASTING - 2.4%
BET Holdings, Inc. Class A (a)  15,500  287  08658510
Broadcasting Partners, Inc. Class A (a)  7,000  111  11131910
CBS, Inc.   20,600  6,350  12484510
Comcast Corp. Class A (Special)  242,600  8,248  20030020
Evergreen Media Corp. Class A (a)  10,400  177  30024810
Gaylord Entertainment Co. Class A   4,200  101  36790110
Grupo Televisa SA de CV ADR (a)(c)  116,900  6,897  40049J10
Jacor Communications, Inc. Class A  55,400  789  46985840
Peoples Choice TV Corp. (a)  6,600  172  71084710
Tele-Communications, Inc. Class A (a)  378,000  11,387  87924010
Time Warner, Inc.   289,081  12,756  88731510
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
BROADCASTING - CONTINUED
Turner Broadcasting System, Inc. Class B  204,700 $ 4,964  90026250
Viacom, Inc. (a)  142,800  6,979  92552410
  59,218
ENTERTAINMENT - 0.5%
Carnival Cruise Lines, Inc. Class A  44,800  2,145  14365810
Casino America, Inc. (a)  122,500  2,756  14757510
Disney (Walt) Co.   89,100  3,542  25468710
Players International, Inc. (a)  69,000  1,673  72790310
Sega Enterprises  15,600  1,141  81599792
  11,257
LEISURE DURABLES & TOYS - 0.2%
Callaway Golf Co.   54,000  2,815  13119310
Champion Enterprises, Inc. (a)  45,000  833  15849610
Coachmen Industries, Inc.   5,500  77  18987310
Fleetwood Enterprises, Inc.   82,500  1,990  33909910
Nu-Kote Holdings Class A (a)  39,500  830  66993510
  6,545
LODGING & GAMING - 2.2%
Argosy Gaming Corp. (a)  78,500  1,825  04022810
Caesars World, Inc. (a)  85,500  4,179  12769510
Circus Circus Enterprises, Inc. (a)  118,800  4,113  17290910
Gtech Holdings Corp. (a)  116,300  3,387  40051810
Hospitality Franchise Systems, Inc. (a)   146,600  6,267  44091210
International Game Technology  178,400  5,397  45990210
Mandarin Oriental International Ltd. Ord.   792,000  902  56259499
Mirage Resorts, Inc. (a)  522,000  11,485  60462E10
President Riverboat Casinos, Inc. (a)  290,750  6,978  74084810
Promus Companies, Inc. (a)  99,000  4,183  74342A10
WMS Industries, Inc. (a)  193,500  6,240  92929710
  54,956
PUBLISHING - 0.5%
Ming Pao Enterprise Corp. Ltd.  2,360,000  2,887  60399392
Tribune Co.   147,100  8,201  89604710
  11,088
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 1.4%
Applebee's International, Inc.   27,200 $ 700  03789910
Back Bay Restaurant Group, Inc. (a)(b)  188,300  2,966  05635V10
Bertucci's, Inc. (a)  178,400  3,657  08606310
Brinker International, Inc.   82,700  3,432  10964110
Cracker Barrel Old Country Store, Inc.   131,555  3,716  22410010
Lone Star Steakhouse Saloon (a)  222,700  5,317  54230710
McDonald's Corp.   128,800  7,551  58013510
Outback Steakhouse, Inc. (a)   129,400  4,270  68989910
Quantum Restaurant Group, Inc. (a)   17,500  184  74763T10
Sbarro, Inc.   84,900  3,566  80584410
  35,359
TOTAL MEDIA & LEISURE   178,423
NONDURABLES - 2.2%
BEVERAGES - 0.8%
Coca-Cola Company (The)  283,700  11,986  19121610
Coca-Cola FEMSA SA de CV sponsored ADR  16,800  479  19124110
Emvasa Del Valle de Enah Ord. (a)  112,100  452  29299E22
PepsiCo, Inc.   157,100  6,323  71344810
  19,240
HOUSEHOLD PRODUCTS - 0.6%
First Brands Corp.   83,800  2,870  31935610
Gillette Company  170,300  10,644  37576610
Safeskin Corp.   10,900  169  78645410
Stanhome, Inc.   900  30  85442510
  13,713
TOBACCO - 0.8%
Philip Morris Companies, Inc.   300,700  16,802  71815410
RJR Nabisco Holdings Corp. (a)  456,800  2,969  74960K10
  19,771
TOTAL NONDURABLES   52,724
RETAIL & WHOLESALE - 9.7%
APPAREL STORES - 2.0%
AnnTaylor Stores Corp. (a)  36,300  912  03611510
Catherines Stores Corp. (a)   23,200  447  14916F10
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
APPAREL STORES - CONTINUED
Cato Corp. Class A  269,950 $ 5,601  14920510
Charming Shoppes, Inc.   717,500  9,686  16113310
Designs, Inc.   206,700  3,359  25057L10
Filene's Basement Corp. (a)  149,400  1,737  31686610
Gap, Inc.   252,400  10,096  36476010
Giordano Holdings Ltd. Ord.   676,000  365  37599592
Hennes & Mauritz AB B Free shares  112,000  3,202  42599110
Limited, Inc. (The)  226,100  5,144  53271610
Ross Stores, Inc. (a)  5,500  98  77829610
TJX Companies, Inc.   291,014  8,076  87254010
Talbots, Inc.   28,100  752  87416110
Urban Outfitters, Inc. (a)  1,500  45  91704710
  49,520
GENERAL MERCHANDISE STORES - 4.4%
Ava Alg Handels Verbrauchen  2,100  1,059  05399692
Caldor Corp. (a)  44,000  1,359  12878710
Consolidated Stores Corp. (a)  339,500  7,172  21014910
Dayton Hudson Corp.   226,100  16,138  23975310
Dillard Department Stores, Inc. Class A  144,500  5,961  25406310
Federated Department Stores, Inc. (a)   244,000  5,338  31410J10
May Department Stores Co. (The)  175,200  7,424  57777810
Penney (J.C.) Co., Inc.   507,600  27,093  70816010
Price/Costco, Inc.   211,300  4,040  74143W10
Proffitts, Inc. (a)   106,100  3,077  74292510
Sears, Roebuck & Co.   271,300  14,752  81238710
Wal-Mart Stores, Inc.   562,600  16,104  93114210
  109,517
GROCERY STORES - 0.1%
Dairy Farm International Holdings Ltd. Ord.   1,080,000  1,831  23385910
RETAIL & WHOLESALE, MISCELLANEOUS - 3.2%
Bed Bath & Beyond, Inc. (a)  129,500  4,209  07589610
Best Buy Co., Inc. (a)  46,050  2,291  08651610
Body Shop International PLC (a)  54,700  169  09679992
CML Group, Inc.   626,850  16,925  12582010
Eagle Hardware & Garden, Inc. (a)  50,900  1,438  26959B10
50-Off Stores, Inc. (a)  59,200  488  31681110
Futures Shops Ltd.   72,200  1,223  36091310
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Good Guys, Inc. (a)  59,100 $ 923  38209110
Home Depot, Inc. (The)  98,200  4,063  43707610
Lowe's Companies, Inc.   577,600  29,602  54866110
Office Depot, Inc.   289,150  9,217  67622010
Sunglass Hut International, Inc. (a)  38,100  1,143  86736F10
Toys "R" Us, Inc. (a)  164,100  6,687  89233510
  78,378
TOTAL RETAIL & WHOLESALE   239,246
SERVICES - 0.8%
EDUCATIONAL SERVICES - 0.0%
Informatics Holdings Ltd.   708,000  925  45699D22
LEASING & RENTAL - 0.7%
Blockbuster Entertainment Corp.   454,700  15,176  09367610
Ryder Systems, Inc.   100,800  2,948  78354910
  18,124
PRINTING - 0.1%
Reynolds & Reynolds Co. Class A  22,700  956  76169510
SERVICES - 0.0%
Kelly Services, Inc. Class A  33,900  954  48815220
TOTAL SERVICES   20,959
TECHNOLOGY - 20.6%
COMMUNICATIONS EQUIPMENT - 5.5%
ADC Telecommunications, Inc. (a)  127,600  4,402  00088610
Cabletron Systems, Inc. (a)  183,100  19,180  12692010
Centigram Communications Corp. (a)  196,900  5,907  15231710
Cisco Systems, Inc. (a)  498,400  28,035  17275R10
DSC Communications Corp. (a)  199,000  10,771  23331110
General Instrument Corp. (a)  188,700  10,072  37012110
Inter-Tel, Inc. (a)  21,500  202  45837210
Level One Communications, Inc. (a)  3,700  112  52729510
Newbridge Networks Corp. (a)  205,600  10,074  65090110
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMMUNICATIONS EQUIPMENT - CONTINUED
S Megga International  11,740,000 $ 3,799  99999C92
Summa Four, Inc. (a)  19,400  626  86562810
3Com Corp. (a)  347,600  12,644  88553510
Teledata Communications Ltd. (a)  8,500  176  93799992
Tellabs, Inc. (a)  107,850  4,422  87966410
Union Switch and Signal, Inc.   104,500  1,646  90857310
Wellfleet Communications, Inc. (a)  402,200  23,478  94949710
  135,546
COMPUTER SERVICES & SOFTWARE - 5.3%
Acclaim Entertainment, Inc. (a)  320,300  7,847  00432520
Adobe Systems, Inc.   113,600  2,627  00724F10
Brock Control Systems, Inc. (a)  52,600  881  11162610
CUC International, Inc. (a)  689,200  23,002  12654510
Chipcom Corp. (a)  48,000  2,124  16961710
Compuware Corp. (a)  15,100  374  20563810
ECI Telecom Ltd.   603,800  14,189  26825810
Electronic Arts (a)  262,600  9,158  28551210
Electronics for Imaging Incorporated (a)  119,500  2,181  28608210
FTP Software, Inc.   3,600  87  30266010
Intelligent Electronics, Inc.   229,900  6,150  45815710
Landmark Graphics Corp. (a)  23,300  460  51491310
Lotus Development Corp. (a)  300,700  13,832  54570010
Microsoft Corp. (a)  137,850  11,028  59491810
MicroAge, Inc. (a)  7,300  265  59492810
Netmanage, Inc. (a)  2,200  70  64114410
Novell, Inc. (a)  31,600  743  67000610
Oracle Systems Corp. (a)  331,400  10,481  68389X10
Parametric Technology Corp. (a)  297,200  11,368  69917310
Recognition Equipment, Inc. (a)  17,800  289  75623110
Stratacom, Inc. (a)  139,100  2,504  86268310
Structural Dynamics Research Corp. (a)   199,300  3,438  86355510
Sybase, Inc. (a)  176,400  6,527  87113010
Synopsys, Inc. (a)  31,400  1,421  87160710
  131,046
COMPUTERS & OFFICE EQUIPMENT - 6.2%
ADAPTEC, Inc. (a)  25,900  858  00651F10
AST Research, Inc. (a)  155,000  3,798  00190710
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Auspex Systems, Inc. (a)  4,600 $ 41  05211610
Compaq Computer Corp. (a)  990,000  71,651  20449310
Creative Technologies Corp. (a)  167,700  4,444  22599992
Danka Business Systems PLC sponsored ADR  63,100  2,138  23627710
Dell Computer Corporation (a)  195,800  5,311  24702510
Digital Biometrics, Inc. (a)  42,700  566  25383310
EMC Corp. (a)  478,500  15,192  26864810
International Business Machines Corp.   245,400  13,221  45920010
Media Vision Technology, Inc. (a)   315,400  12,301  58445H10
NetFRAME Systems, Inc. (a)   50,100  827  64110610
Quantum Corp. (a)  28,700  408  74790610
Seagate Technology (a)  547,800  13,284  81180410
Supermac Technology, Inc. (a)  18,500  245  86843310
SynOptics Communications, Inc.   19,100  487  87160910
Tech Data Corp.   229,700  6,891  87823710
  151,663
ELECTRONIC INSTRUMENTS - 0.1%
Applied Materials, Inc. (a)  45,100  1,590  03822210
ELECTRONICS - 3.0%
Dovatron International, Inc. (a)  209,100  5,750  25985910
Intel Corp.   208,900  12,847  45814010
Micron Technology, Inc.   271,100  12,538  59511210
Motorola, Inc.   246,600  23,119  62007610
Sanmina Corp. (a)  181,000  4,661  80090710
Texas Instruments, Inc.   246,100  15,812  88250810
  74,727
PHOTOGRAPHIC EQUIPMENT - 0.5%
Eastman Kodak Co.   191,900  11,682  27746110
TOTAL TECHNOLOGY   506,254
TRANSPORTATION - 2.9%
AIR TRANSPORTATION - 1.0%
AMR Corp. (a)  89,600  5,902  00176510
Comair Holdings, Inc.   62,200  1,913  19978910
East Asiatic Co. Hong Kong Ltd.   1,510,000  586  27099892
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TRANSPORTATION - CONTINUED
AIR TRANSPORTATION - CONTINUED
Mesa Airlines, Inc. (a)  33,200 $ 556  59048110
Technology Resources (a)  2,669,000  10,956  93699692
UAL Corp. (a)  26,500  3,935  90254910
  23,848
RAILROADS - 1.4%
CSX Corp.   194,400  16,135  12640810
Chicago & North Western Holdings Corp.   114,300  2,715  16715510
Conrail, Inc.   259,600  16,192  20836810
  35,042
SHIPPING - 0.1%
Shun Tak Holdings Ltd.   650,000  749  82799192
Transportacion Maritima Mexicana SA de CV sponsored ADR 
Class A  120,300  1,173  89386830
  1,922
TRUCKING & FREIGHT - 0.4%
Arkansas Best Corp.   21,900  293  04079010
Federal Express Corp. (a)  128,100  9,159  31330910
  9,452
TOTAL TRANSPORTATION   70,264
UTILITIES - 6.2%
CELLULAR - 1.6%
A Plus Communications, Inc. (a)  4,500  66  00193410
Arch Communications Group, Inc. (a)  54,600  751  03938110
Dial Page, Inc. (a)  13,000  527  25247P10
IDB Communications Group, Inc.   115,500  5,169  44935510
McCaw Cellular Communications, Inc. Class A (a)  187,700  9,620  57946810
Metrocall, Inc. (a)  21,900  394  59164710
Mobile Telecommunications Technologies, Inc. (a)   188,700  4,788  60740610
NEXTEL Communications, Inc. Class A (a)  52,800  1,993  65332V10
Paging Network, Inc. (a)  355,050  10,208  69554210
Rogers Cantel Mobile Communications, Inc.
 Class B (non-vtg.) (a)  143,200  3,590  77510210
United States Cellular Corp. (a)  36,100  1,124  91168410
  38,230
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
UTILITIES - CONTINUED
ELECTRIC UTILITY - 0.3%
Consolidated Electric Power Asia Ltd. sponsored ADR  57,800 $ 936  20855210
Hong Kong Electric Holdings Ord.   1,748,500  5,908  43858010
Korea Electric Power Corp.   40,000  965  50099B92
  7,809
TELEPHONE SERVICES - 4.3%
ALC Communications Corp. (a)  444,600  11,893  00157530
ALLTEL Corp.   29,200  752  02003910
American Telephone & Telegraph Co.   109,900  6,003  03017710
Ameritech Corp.   156,300  11,957  03095410
Bell Atlantic Corp.   58,400  3,504  07785310
BellSouth Corp.   49,700  2,839  07986010
Davel Communications GRP, Inc. (a)  3,800  58  23833810
LCI International, Inc. (a)  159,100  5,250  50181310
MCI Communications Corp.   364,800  8,892  55267310
NYNEX Corp.   154,400  6,581  67076810
Pacific Telesis Group  76,600  4,347  69489010
Southwestern Bell Corp.   337,500  14,344  84533310
Sprint Corporation  430,900  14,113  85206110
Telebras PN (Pfd. Reg.)  227,000,000  7,975  95499792
Telecom Argentina Stet France (a)  616,500  2,904  90899992
Telefonica Argentina Class B  376,700  2,053  87999D92
Telefonos de Mexico SA sponsored ADR representing shares 
Ord. Class L  32,000  1,784  87940378
US Long Distance Corp. (a)  105,900  1,774  91191220
  107,023
TOTAL UTILITIES   153,062
TOTAL COMMON STOCKS
(Cost $1,962,470)   2,148,135
NONCONVERTIBLE PREFERRED STOCKS - 0.1%
RETAIL & WHOLESALE - 0.1%
RETAIL & WHOLESALE, MISCELLANEOUS - 0.1%
Hornback AG (Cost $2,352)  3,700  3,538
REPURCHASE AGREEMENTS - 12.6%
 MATURITY 
 AMOUNT VALUE (NOTE 1)
 (000S) (000S) 
Investments in repurchase agreements, 
(U.S. Treasury obligations), in a 
joint trading account at 3.24% 
dated 11/30/93 due 12/1/93  $ 309,560 $ 309,532
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,274,354)  $ 2,461,205
LEGEND
1. Non-income producing
2. Affiliated company (see Note 5 of Notes to Financial Statements).
3. 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 $15,892,000 or 0.6% of net
assets.
OTHER INFORMATION
Distribution of investments by country, as a percentage of total value of
investment in securities, is as follows:
United States   88.8%
Hong Kong   2.9
Canada   2.1
Mexico   1.7
Others (individually less than 1%)   4.5
TOTAL   100.0%
INCOME TAX INFORMATION
At November 30, 1993, the aggregate cost of investment securities for
income tax purposes was $2,282,869,000. Net unrealized appreciation
aggregated $178,336,000, of which $243,442,000 related to appreciated
investment securities and $65,106,000 related to depreciated investment
securities.
The fund hereby designates $52,423,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                                  <C>        <C>           
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) NOVEMBER 30, 1993                             
 
ASSETS                                                                                        
 
Investment in securities, at value (including repurchase                        $ 2,461,205   
agreements of $309,532) (cost $2,274,354) (Notes 1                                            
and 2) - See accompanying schedule                                                            
 
Receivable for investments sold                                                  55,103       
 
Receivable for fund shares sold                                                  12,030       
 
Dividends receivable                                                             2,984        
 
Other receivables                                                                383          
 
 TOTAL ASSETS                                                                    2,531,705    
 
LIABILITIES                                                                                   
 
Payable for investments purchased                                    $ 97,629                 
 
Payable for fund shares redeemed                                      8,332                   
 
Accrued management fee                                                1,537                   
 
Other payables and accrued expenses                                   813                     
 
 TOTAL LIABILITIES                                                               108,311      
 
NET ASSETS                                                                      $ 2,423,394   
 
Net Assets consist of:                                                                        
 
Paid in capital                                                                 $ 1,805,335   
 
Undistributed net investment income                                              23,329       
 
Accumulated undistributed net realized gain (loss) on                            407,879      
investments                                                                                   
 
Net unrealized appreciation (depreciation) on investment                         186,851      
securities                                                                                    
 
NET ASSETS, for 78,403 shares outstanding                                       $ 2,423,394   
 
NET ASSET VALUE and redemption price per share                                   $30.91       
($2,423,394 (divided by) 78,403 shares)                                                       
 
Maximum offering price per share (100/97.00 of $30.91)                           $31.87       
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>        <C>         
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1993                                 
 
INVESTMENT INCOME                                                     $ 21,556    
Dividends                                                                         
 
Interest                                                               10,293     
 
 TOTAL INCOME                                                          31,849     
 
EXPENSES                                                                          
 
Management fee (Note 4)                                    $ 13,322               
Basic fee                                                                         
 
 Performance adjustment                                     2,492                 
 
Transfer agent fees (Note 4)                                5,865                 
 
Accounting fees and expenses (Note 4)                       742                   
 
Non-interested trustees' compensation                       14                    
 
Custodian fees and expenses                                 118                   
 
Registration fees                                           275                   
 
Audit                                                       41                    
 
Legal                                                       19                    
 
Miscellaneous                                               27                    
 
 Total expenses before reductions                           22,915                
 
 Expense reductions (Note 6)                                (177)      22,738     
 
NET INVESTMENT INCOME                                                  9,111      
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                     282,249    
(NOTES 1 AND 3)                                                                   
Net realized gain (loss) on investment securities                                 
 
Change in net unrealized appreciation (depreciation) on                (9,035)    
investment securities                                                             
 
NET GAIN (LOSS)                                                        273,214    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                  $ 282,325   
OPERATIONS                                                                        
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>                        <C>            
AMOUNTS IN THOUSANDS                                      YEARS ENDED NOVEMBER 30,                  
 
                                                          1993                       1992           
 
INCREASE (DECREASE) IN NET ASSETS                                                                   
 
Operations                                                $ 9,111                    $ 7,422        
Net investment income                                                                               
 
 Net realized gain (loss) on investments                   282,249                    111,419       
 
 Change in net unrealized appreciation (depreciation)      (9,035)                    122,105       
on investments                                                                                      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           282,325                    240,946       
FROM OPERATIONS                                                                                     
 
Distributions to shareholders from:                        (4,372)                    (4,648)       
Net investment income                                                                               
 
 Net realized gain                                         (75,586)                   (94,090)      
 
Share transactions                                         1,746,684                  1,533,211     
Net proceeds from sales of shares                                                                   
 
 Reinvestment of distributions from:                       4,273                      4,580         
 Net investment income                                                                              
 
  Net realized gain                                        74,159                     92,927        
 
 Cost of shares redeemed                                   (1,356,342)                (1,153,886)   
 
 Net increase (decrease) in net assets resulting from      468,774                    476,832       
share transactions                                                                                  
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  671,141                    619,040       
 
NET ASSETS                                                                                          
 
 Beginning of period                                       1,752,253                  1,133,213     
 
 End of period (including undistributed net investment    $ 2,423,394                $ 1,752,253    
income of $23,329 and $18,590, respectively)                                                        
 
OTHER INFORMATION                                                                                   
Shares                                                                                              
 
 Sold                                                      59,883                     58,837        
 
 Issued in reinvestment of distributions from:             156                        181           
 Net investment income                                                                              
 
  Net realized gain                                        2,715                      3,692         
 
 Redeemed                                                  (46,641)                   (44,650)      
 
 Net increase (decrease)                                   16,113                     18,060        
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                 <C>                        <C>                   <C>       <C>       <C>       
                                    YEARS ENDED NOVEMBER 30,                                                       
 
                                    1993                       1992(DAGGER)          1991      1990      1989      
 
                                                                                                                   
 
SELECTED PER-SHARE DATA                                                                                            
 
Net asset value, beginning of       $ 28.13                    $ 25.62               $ 18.64   $ 20.51   $ 14.49   
period                                                                                                             
 
Income from Investment                                                                                             
Operations                                                                                                         
 
 Net investment income               .07                        .13(double dagger)    .19       .29       .25      
 
 Net realized and unrealized         3.99                       4.52                  6.79      (.32)     6.18     
 gain (loss) on investments                                                                                        
 
 Total from investment               4.06                       4.65                  6.98      (.03)     6.43     
operations                                                                                                         
 
Less Distributions                                                                                                 
 
 From net investment income          (.07)                      (.10)                 -         (.14)     (.11)    
 
 From net realized gain              (1.21)                     (2.04)                -         (1.70)    (.30)    
 
 Total distributions                 (1.28)                     (2.14)                -         (1.84)    (.41)    
 
Net asset value, end of period      $ 30.91                    $ 28.13               $ 25.62   $ 18.64   $ 20.51   
 
TOTAL RETURN (dagger)(dagger)        15.04%                     19.25%                37.45%    .20%      45.24%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                       
 
Net assets, end of period (in       $ 2,423                    $ 1,752               $ 1,133   $ 535     $ 283     
millions)                                                                                                          
 
Ratio of expenses to average net     1.07%                      1.09%                 1.07%     1.14%     .95%     
assets *                                                                                                 #         
 
Ratio of expenses to average net     1.08%                      1.09%                 1.07%     1.14%     1.01%    
assets before expense                                                                                              
reductions *                                                                                                       
 
Ratio of net investment income       .43%                       .52%                  .75%      1.51%     1.42%    
to average net assets                                                                                              
 
Portfolio turnover rate              159%                       250%                  174%      189%      269%     
 
</TABLE>
 
# INCLUDES REIMBURSEMENT FROM FIDELITY SERVICE CO. FOR ADJUSTMENTS TO PRIOR
PERIODS' FEES.
(dagger) AS OF DECEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF
EQUALIZATION ACCOUNTING.
(dagger)(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND
WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE
PERIODS SHOWN.
(double dagger) NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED
ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
* SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1993
 
 
1 SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Growth Company Fund (the fund) is a fund of Fidelity Mt. Vernon
Street Trust (the trust) and is authorized to issue an unlimited number of
shares. The trust 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. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities  for which exchange quotations are not
readily available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days 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, other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
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 all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Dividend and
interest income is recorded net of foreign taxes where recovery of such
taxes is not assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
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.
1 OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These contracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management contracts with FMR, may transfer
uninvested cash balances into a joint trading account. These balances are
invested in one or more repurchase agreements that are collateralized by
U.S. Treasury or Federal Agency obligations.
1 PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $3,315,677,000 and $2,904,740,000, respectively, of which U.S.
government and government agency obligations aggregated $410,000 and
$5,254,000, respectively.
1 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 ranging from
.31% to .52% and is based on the monthly average net assets of all the
mutual funds advised by 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
FMR. The annual individual fund fee rate is .30%. The basic fee is subject
to a performance adjustment (up to a maximum of + or - .20%) based on the
fund's investment performance as compared to the appropriate index over a
specified period of time. For the period, the management fee was equivalent
to an annual rate of .75% of average net assets after the performance
adjustment.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .2850% to .5200%. Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $2,166,000 on sales of shares of the fund.
TRANSFER AGENT FEE. Fidelity Service Co. (FSC), an affiliate of FMR, is the
fund's transfer, dividend disbursing and shareholder servicing agent. FSC
receives fees based on the type, size, number of accounts and the number of
transactions made by shareholders. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING FEE. 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 $1,582,000 for the period.
1 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 with companies which are or
were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
 PURCHASES SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Back Bay Restaurant Group, Inc. *  $ -- $ - $ -- $ 2,966,000
 
*  Non-income producing
1 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 
$177,000 under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Mt. Vernon Street Trust and the Shareholders of
Fidelity Growth Company Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund, including
the schedule of portfolio investments, as of November 30, 1993, and the
related statement of operations for the year then ended, the statement of
changes in net assets for each of the two years in the period then ended
and the financial highlights for each of the five years in the period then
ended. These financial statements and financial highlights are the
responsibility of the fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 1993 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund as of
November 30, 1993, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting
principles.
/s/COOPERS & LYBRAND
COOPERS & LYBRAND
Boston, Massachusetts
January 4, 1994
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
1. For quotes on funds you own.
 
2. For an individual fund quote.
 
3. For the ten most frequently 
requested Fidelity fund quotes.
 
4. For quotes on Fidelity Select 
Portfolios.(Registered trademark)
 
5. To change your Personal 
Identification Number (PIN).
 
6 To speak with a Fidelity 
representative. 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
1. For balances on funds you own.
 
2. For your most recent fund activity
(purchases, redemptions, and 
dividends).
 
3. To change your Personal 
Identification Number (PIN).
 
4. To speak with a Fidelity 
representative.
 
* 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. FOR MORE
INFORMATION ON ANY 
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE 
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
TO WRITE FIDELITY
 
 
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. Please send ALL correspondence about retirement
accounts to Dallas. 
(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 2269
Boston, MA 02107-2269
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30280
Salt Lake City, UT 84130-0280
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
Additional Payments
P.O. Box 2656
Boston, MA 02293-0656
Fidelity Investments
Additional Payments
P.O. Box 620024
Dallas, TX 75262-0024
Fidelity Investments
Additional Payments
P.O. Box 31455
Salt Lake City, UT 84131-0455
OVERNIGHT EXPRESS
Fidelity Investments
Additional Payments
World Trade Center
164 Northern Avenue
Boston, MA 02210
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02103-0878
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02101-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 620024
Dallas, TX 75262-0024
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
2249 Galiano Street
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
32 West Central Boulevard
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
1 West Pennsylvania Ave.
Towson, MD
7401 Wisconsin Avenue
Bethesda, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
175 East 400 South Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8300 Boone Boulevard
Vienna, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
 
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Robert E. Stansky, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager,
 Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Growth Company Fund
Low-Priced Stock Fund
Magellan(Registered trademark) Fund
New Millennium Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
 
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE
FIDELITY GROWTH COMPANY FUND
 82 DEVONSHIRE STREET
 BOSTON, MASSACHUSETTS 02109
 
 
TO THE SHAREHOLDERS:
The Board of Trustees of Fidelity Growth Company Fund voted to pay on
January 10, 1994, to shareholders of record at the opening of business on
January 7, 1994, a distribution of $.11 derived from capital gains realized
from sales of portfolio securities.
In the opinion of management, regardless of whether you took payments in
cash or in additional shares, the distribution will be reportable for tax
purposes for the year 1994. You will be notified at a later date as to the
tax treatment of this distribution.
If your account is a Fidelity prototype retirement plan such as an
Individual Retirement Account (IRA), a Keogh Plan, a 403(b), or a qualified
pension or profit sharing plan, the above information is provided for
informational purposes only and is not reportable for tax purposes in 1994.
 
FIDELITY GROWTH COMPANY FUND
January 7, 1994
 
 
(2_FIDELITY_LOGOS)FIDELITY
 
NEW MILLENNIUM
FUND
ANNUAL REPORT
NOVEMBER 30, 1993 
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on minimizing taxes.         
 
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 last six     
                              months.                                  
 
INVESTMENTS              11   A complete list of the fund's            
                              investments with their market value.     
 
FINANCIAL STATEMENTS     24   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES                    28   Footnotes to the financial               
                              statements.                              
 
REPORT OF INDEPENDENT    32   The auditor's opinion.                   
ACCOUNTANTS                                                            
 
 
 
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. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A 
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE 
FDIC.
 
 
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
Once the new year begins, many people start reviewing their finances and
calculating their tax bills. No one wants to pay more taxes than they have
to. But a recent survey of 500 U.S. households, conducted by Fidelity and
Yankelovich Partners, showed that few people have taken steps to reduce
their taxes under the new legislation. Many were not even aware that the
new tax laws were retroactive to January 1993. 
Whether or not you're someone whose tax bill will increase as a result of
these changes, it may make sense to consider ways to keep more of what you
earn.
First, if your employer offers a 401(k) or 403(b) retirement savings plan,
consider enrolling. These plans are set up so you can make regular
contributions - 
before taxes - to a retirement savings plan. They offer a disciplined
savings strategy, the ability to accumulate earnings tax-deferred, and
immediate tax savings. For example, if you earn $40,000 a year and
contribute 7% of your salary to your 401(k) plan, your annual contribution
is $2,800. That reduces your taxable income to $37,200 and, if you're in
the 
28% tax bracket, saves you $784 in Federal taxes. In addition, you pay no
taxes on any earnings until withdrawal. 
It may be a good idea to contact your benefits office as soon as possible
to find out when you can enroll or increase your contribution. Most
employers allow employees to make changes only a few times each year. 
Second, consider an IRA. Many people are eligible to make an IRA
contribution (up to $2,000) that is fully tax deductible. That includes
people who are not covered by company pension plans, or those within
certain income brackets. Even if you don't qualify for a fully deductible
contribution, any IRA earnings will grow tax-deferred until withdrawal. 
Third, consider tax-free investments like municipal bonds and municipal
bond funds. Often these can provide higher after-tax yields than comparable
taxable investments. For example, if you're in the new 36% Federal income
tax bracket and invest $10,000 in a taxable investment yielding 7%, you'll
pay $252 in Federal taxes and receive $448 in income. That same $10,000
invested in a tax-free bond fund yielding 5.5% would allow you to keep $550
in income. 
These are three investment strategies that could help lower your tax bill
in 1994. If you're interested in learning more, please call us at
1-800-544-8888 or visit a Fidelity Investor Center. 
Wishing you a prosperous new year,
Edward C. Johnson 3d, Chairman
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage of change in value, the average annual
percentage change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1993              PAST 1   LIFE OF   
                                             YEAR     FUND      
 
Emerging Growth                              19.85%   109.51%   
 
Emerging Growth (including 3% sales          16.26%   103.22%   
charge)                                                         
 
Russell 2000(Registered trademark)           18.98%   101.18%   
 
Average Small Company Growth Fund            15.74%   90.23%    
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
December 28, 1990. Total return figures do not include the effect of the
0.75% redemption fee on shares held less than 90 days. You can compare
these figures to the performance of the Russell 2000 Index - a broad
measure of the performance of small company stocks. You can also compare
them to the average small company growth fund, which reflects the
performance of small company growth funds tracked by Lipper Analytical
Services. Both benchmarks include reinvested dividends and capital gains,
if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1993              PAST 1   LIFE OF   
                                             YEAR     FUND      
 
Emerging Growth                              19.85%   28.73%    
 
Emerging Growth (including 3% sales          16.26%   27.39%    
charge)                                                         
 
Russell 2000(Registered trademark)           18.98%   26.95%    
 
Average Small Company Growth Fund            15.74%   24.35%    
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
 
$10,000 OVER LIFE OF FUND
          Emerging Growth Fund (324) Russell 2000
 12/28/90                   9700.00      10000.00
 12/31/90                   9758.20      10118.31
 01/31/91                  11203.50      11029.97
 02/28/91                  11804.90      12267.53
 03/31/91                  12648.80      13127.49
 04/30/91                  12580.90      13093.35
 05/31/91                  13434.50      13716.60
 06/30/91                  12493.60      12923.78
 07/31/91                  13754.60      13376.11
 08/31/91                  14647.00      13869.69
 09/30/91                  14753.70      13977.87
 10/31/91                  14967.10      14346.89
 11/30/91                  14365.70      13682.63
 12/31/91                  16305.88      14777.24
 01/31/92                  16354.92      15975.67
 02/29/92                  16104.39      16442.16
 03/31/92                  15072.19      15886.42
 04/30/92                  14621.22      15328.80
 05/31/92                  14801.61      15532.68
 06/30/92                  14060.02      14802.64
 07/31/92                  14741.48      15317.77
 08/31/92                  14280.50      14884.28
 09/30/92                  14731.46      15226.62
 10/31/92                  15753.64      15707.78
 11/30/92                  16956.21      16911.00
 12/31/92                  17668.44      17499.50
 01/31/93                  18231.12      18090.98
 02/28/93                  17527.14      17673.08
 03/31/93                  18034.42      18245.69
 04/30/93                  17899.84      17743.93
 05/31/93                  19463.09      18528.21
 06/30/93                  19659.80      18643.09
 07/31/93                  19587.33      18900.36
 08/31/93                  20343.08      19716.86
 09/30/93                  20664.01      20272.87
 10/31/93                  21160.94      20795.91
 11/30/93                  20322.37      20117.97
$10,000 OVER LIFE OF FUND:  Let's say you invested $10,000 in Fidelity
Emerging Growth Fund on December 28, 1990, and paid a 3% sales charge. As
the chart shows, by November 30, 1993, the value of your investment would
have grown to $20,322 - a 103.22% increase on your initial investment. For
comparison, look at how the Russell 2000 Index did over the same period.
With dividends reinvested, the same $10,000 investment would have grown to
$20,118 - a 101.18% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks will vary. That means if 
you sell your shares during a 
market downturn, you might 
lose money. But if you can 
ride out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
Low inflation, falling interest rates 
and a gradually improving 
economy boosted U.S. stocks 
during the 12 months ended 
November 30, 1993. The Standard 
& Poor's 500 Composite 
Stock Price Index - a broad 
measure of U.S. stock 
performance - rose 10.10%, in 
line with the market's long-term 
average annual return. Continued 
poor performance by tobacco, drug 
and brand-name consumer 
products stocks was offset by 
impressive results in other sectors, 
including technology, although 
semiconductors gave back part of 
their gains in October and 
November. Other market leaders 
were finance, notably securities 
brokers; autos; entertainment; and 
precious metals. Communications 
stocks soared as traditional 
telephone utilities, cellular 
communications companies and 
entertainment companies 
scrambled to form strategic 
alliances. Mergers and acquisitions 
activity resumed at a pace 
reminiscent of the 1980s. The 
NASDAQ Composite Index, which 
tracks over-the-counter stocks, 
rose 15.57% for the year, 
compared to 14.73% for the Dow 
Jones Industrial Average, an index 
of 30 blue-chip stocks. Both trailed 
the Morgan Stanley EAFE 
(Europe, Australia, Far East) index, 
which rose 24.27%. Two widely 
watched benchmarks broke 
records during the period: slow 
growth and the prospect of higher 
taxes helped push the yield on the 
30-year Treasury below 6% in 
early September; meanwhile, the 
Dow closed above 3700 for the 
first time in mid-November, and 
finished the month at 3684.
An interview with Lawrence Greenberg, Portfolio Manager of Fidelity
Emerging Growth Fund
Q. LARRY, HOW DID THE FUND DO?
A. Pretty well. The fund had a total return of 19.85% for the year ended
November 30, 1993. That beat the average small company growth fund tracked
by Lipper Analytical Services, which returned 15.74%.
Q. THOUGH YOU JUST TOOK OVER AS THE FUND'S MANAGER ON OCTOBER 15, CAN YOU
LOOK BACK AND TELL US WHAT KEY FACTORS AFFECTED THE FUND'S PERFORMANCE?
A. Sure. The biggest factor was the fund's heavy emphasis on technology
stocks. This sector made up 33.5% of the fund's investments at the end of
November. In a slow growth environment like we've seen this year, the only
way many businesses can increase their earnings is through greater
productivity. Because interest rates are so low and the cost of technology
products is coming down, technology investments offer a more cost-effective
means of improving productivity than hiring more workers. This has boosted
demand for technology and telecommunications products and driven up the
stock prices of many companies that produce them. 
Q. ANY EXAMPLES?
A. Companies that specialize in computer networking, like Cisco Systems and
Wellfleet Communications. They help businesses that are downsizing their
computer networks by making the move from mainframe systems to personal
computers. Both stocks have contributed to the fund's performance. Also,
companies that develop and market the software used in these new downsized
networks. For example, Oracle Systems - the fund's fifth largest holding at
the end of November - and Sybase. In the wireless communications field,
Motorola was a big contributor to the fund's return and was its second
largest holding at the end of November.
Q. HAVEN'T SMALL STOCKS - ESPECIALLY TECHNOLOGY AND TELECOMMUNICATIONS
STOCKS - TAKEN A HIT LATELY?
A. They have. The Russell 2000 Index, a broad measure of small stock
performance, was down more than 3% in November. Many of the year's
strongest performing technology stocks were among those whose prices fell
in November, and the fund felt the effects. For example, the price of a
share of Newbridge Networks - a manufacturer of digital networking products
- - fell nearly 20% from the end of October to the end of November. As for
telecommunications, some investors whom I would call "panic buyers" bought
up many of these stocks a few months back after the media attention given
the big TCI-Bell Atlantic merger. This drove up prices to levels that were
quite high. Many of these buyers then began "panicking" back out and
selling when they sensed the stocks were overpriced relative to their
business prospects. Even so, the technology sector - including
tele-communications - is up over 13% in 1993, through November.
Q. THE FUND'S STAKE IN RETAIL STOCKS HAS INCREASED, FROM 6.4% AT THE END OF
SEPTEMBER, TO 10.0% BY THE END OF NOVEMBER. WHY?
A. Most retail stocks had a tough year; people still didn't feel safe
enough in their jobs to do a lot of shopping. Lately, the numbers show
consumer confidence is picking up as the economy has strengthened. Lowe's
is an example of a retail stock that has done well recently. It's the
second largest chain of home improvement stores in the U.S., behind Home
Depot. Lowe's has increased the size of its stores and its earnings are
growing rapidly. I think this shows there is finally some business to be
had in retail. 
Q. NOT ONE OF THE FUND'S TOP 10 INVESTMENTS AT THE END OF MAY REMAINED IN
THE TOP 10 AT THE END OF NOVEMBER. IS THAT ROUTINE TURNOVER OR A REFLECTION
OF YOUR DIFFERENT PREFERENCES AS THE FUND'S NEW MANAGER?
A. A little bit of both. Turnover happens more rapidly in this fund than in
most others because it invests mainly in smaller companies whose business
prospects can change quickly. Part of my job is to keep abreast of
developments so I can try to buy and sell stocks at the right time. An
example of a stock I bought recently is DSC Communications, the fund's
largest investment at the end of November. DSC supplies telecommunications
equipment including cellular switches. I bought it because the company now
seems well-positioned to benefit from the boom in wireless communications
and from the build-out of the so-called "information superhighway," which
will merge televisions, telephones and computers. I think DSC has the
potential for solid earnings growth.
Q. THE FUND HAD 9.9% OF ITS INVESTMENTS IN THE MEDIA AND LEISURE SECTOR ON
NOVEMBER 30, UP FROM 5.8% SIX MONTHS AGO. WHERE DID YOU FIND OPPORTUNITIES?
A. One of the biggest resulted from the Tele-Communications Inc-Bell
Atlantic merger I mentioned earlier. As the nation's largest cable
television company, TCI now appears in position to become a prime service
provider on the information superhighway. The company is joining
technologies with Bell-Atlantic, to bring us movies on demand, shopping,
banking and other interactive services through our TV sets at home. TCI has
the potential to grow revenues over the next several years. It's now the
fund's eleventh largest investment. Gaming is another growing industry that
falls under the media and leisure category. Increasingly, states and
communities suffering from weak economies are turning to casino gambling to
boost revenues. President Riverboat Casinos and Promus Companies were the
fund's two biggest gaming investments at the end of November. I'll continue
to look for the stocks of companies that are in the best position to
benefit when new gaming jurisdictions are created.
Q. YOU CUT BACK ON THE FUND'S STAKE IN FOREIGN STOCKS FROM 19.0% SIX MONTHS
AGO, TO 13.1% AT THE END OF NOVEMBER. WHY?
A. I reduced the fund's overseas investments for two reasons. First, I felt
investors had driven up the prices of many foreign stocks too high relative
to earnings, and these stocks were due for corrections. Second, this fund
searches for small and medium-sized companies with rapid earnings growth.
The stocks of foreign companies of this type are often even more volatile
than those in the U.S. Their business prospects can change day to day. I
need a constant flow of information from these companies to make educated
decisions on when to buy and sell their stocks. Often, it's much more
difficult to get that critical data from a small overseas company. I would
rather stay away from a foreign stock than make an investment without all
of the information I need. 
Q. WHAT DO YOU SEE AS YOU LOOK OUT SIX MONTHS?
A. We've gone three years now without a 10% correction in the stock market,
the longest such period this century. I think it's very reasonable to
assume that a correction of that size could come sometime soon. This may
not be all bad; it would bring price-to-earnings ratios for some stocks
down to a level that would make them more attractive.
Q. HAVE YOU CHANGED THE WAY YOU'VE POSITIONED THE FUND?
A. Slightly. I've increased cash and short-term investments; now 12.0% of
the fund, compared to 3.7% six months ago. There are always exciting
emerging growth stocks around, no matter what the stock market's
environment. But lately, fewer of these fast-growing stocks have been
selling at reasonable valuations because the market, as a whole, is
expensive. Part of the fund's higher cash position reflects the difficulty
in finding attractive investments. Also, because the stocks of small and
medium-sized companies tend to be volatile, leaning a little heavier toward
short-term investments should allow for a bit of a "cushion" in the event
of a market correction. Plus, if the market does fall, I'll have more cash
available to go bargain hunting, and quickly buy those stocks whose prices
have dropped to more attractive levels.
FUND FACTS
GOAL: to increase the value 
of the fund's shares by 
investing mainly in the stocks 
of fast-growing small and 
medium-sized companies
START DATE: December 28, 1990
SIZE: as of November 30, 
1993, more than $634 million
MANAGER: Lawrence 
Greenberg, since October 
1993; manager, VIP: Growth 
Portfolio, since April 1991; 
Fidelity Select Environmental 
Services Portfolio, October 
1986-April 1991; Fidelity 
Select Medical Delivery 
Portfolio, July 1989-April 
1991
(checkmark)
LARRY GREENBERG ON PICKING 
EMERGING GROWTH STOCKS:
"I believe that a company's 
stock price is directly tied to 
earnings growth. I try to find 
those companies that are 
growing sales and earnings 
faster than any others, hopefully 
20% or more annually. 
Companies that fit this 
description are usually small or 
medium-sized. 
"Sometimes companies whose 
earnings are growing quickly 
aren't what people would think 
of as emerging growth 
companies. Auto stocks are a 
current example. They fall under 
the category of cyclical stocks 
- - those whose performance 
generally mirrors swings in the 
economy. But as the economy 
has picked up, these companies 
have grown earnings, and now 
they're performing better than 
many traditional growth stocks. 
That's why Chrysler and 
General Motors were among the 
fund's top 20 investments at 
the end of November. I want to 
move with the market, not 
against it."
(bullet)  Nine of the fund's top ten 
investments on November 30 
were in the technology and 
telecommunications sectors.
DISTRIBUTIONS
The Board of Trustees of 
Fidelity Emerging Growth Fund 
voted to pay on December 20, 
1993, to shareholders of 
record at the opening of 
business on December 17, 
1993, and on January 10, 1994 
shareholders of record at the 
opening of business on 
January 7, 1994 a distribution 
of $3.06 and $.27, respectively, 
derived from capital gains 
realized from sales of portfolio 
securities.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF NOVEMBER 30, 1993 
                                 % OF FUND'S    % OF FUND'S    
                                 INVESTMENTS    INVESTMENTS    
                                                6 MONTHS AGO   
 
DSC Communications Corp.         2.9            0.8            
 
Motorola, Inc.                   2.7            0.0            
 
Compaq Computer Corp.            2.7            1.0            
 
Seagate Technology, Inc.         1.9            0.0            
 
Oracle Systems Corp.             1.8            0.4            
 
Wellfleet Communications, Inc.   1.6            0.9            
 
Tech Data Corp.                  1.4            1.1            
 
Lowe's Companies, Inc.           1.2            1.0            
 
Newbridge Networks Corp.         1.1            0.7            
 
Sybase, Inc.                     1.0            0.0            
 
TOP FIVE INDUSTRIES AS OF NOVEMBER 30, 1993 
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Technology               33.5           26.0           
 
Retail & Wholesale   10.0           12.5           
 
Media & Leisure      9.9            5.8            
 
Health                   8.0            13.2           
 
Energy                   4.9            10.8           
 
ASSET ALLOCATION
AS OF NOVEMBER 30, 1993 * AS OF MAY 31, 1993 ** 
Row: 1, Col: 1, Value: 12.0
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 28.0
Row: 1, Col: 4, Value: 20.0
Row: 1, Col: 5, Value: 20.0
Row: 1, Col: 6, Value: 20.0
Row: 1, Col: 1, Value: 3.7
Row: 1, Col: 2, Value: 96.3
Stocks 88.0%
Short-term
investments 12.0%
FOREIGN
INVESTMENTS 13.1%
Stocks 96.3%
Short-term
investments 3.7%
FOREIGN
INVESTMENTS 19.0%
*
*
*
   
INVESTMENTS NOVEMBER 30, 1993
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 88.0%
 SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 0.2%
Orbital Sciences Corporation (a)  65,000 $ 1,170,000  68556410
BASIC INDUSTRIES - 2.2%
CHEMICALS & PLASTICS - 0.9%
Airgas, Inc. (a)  250,000  5,250,000  00936310
GEON  12,700  292,100  37246W10
  5,542,100
IRON & STEEL - 1.3%
Geneva Steel Class A (a)  5,100  79,688  37225210
Huntco, Inc. Class A   20,000  680,000  44566110
Inland Steel Industries, Inc. (a)   150,000  4,875,000  45747210
Thyssen AG Ord.   20,000  2,769,659  88629110
  8,404,347
TOTAL BASIC INDUSTRIES   13,946,447
CONSTRUCTION & REAL ESTATE - 1.6%
BUILDING MATERIALS - 0.7%
Cemex SA, Series B (a)  150,000  3,906,024  15299293
Puerto Rican Cement, Inc.   25,000  650,000  74507510
  4,556,024
CONSTRUCTION - 0.8%
Clayton Homes, Inc. (a)  40,000  920,000  18419010
Engle Homes, Inc.   11,600  150,800  29289610
Oakwood Homes Corp.   50,000  1,143,750  67409810
Pulte Corp.   31,000  1,147,000  74586710
Schuler Homes, Inc. (a)  33,000  812,625  80818810
Southern Energy Homes, Inc. (a)   48,000  828,000  84281410
  5,002,175
ENGINEERING - 0.1%
Glenayre Technologies, Inc.   16,800  655,200  37789910
TOTAL CONSTRUCTION & REAL ESTATE   10,213,399
DURABLES - 4.3%
AUTOS, TIRES, & ACCESSORIES - 2.4%
Chrysler Corp.   110,000  5,802,500  17119610
Ford Motor Co.   80,000  4,860,000  34537010
General Motors Corp.   95,000  5,023,121  37044210
  15,685,621
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
DURABLES - CONTINUED
CONSUMER DURABLES - 0.2%
Forschner Group, Inc.   50,000 $ 806,250  34659010
Spectran Corp. (a)  20,000  230,000  84759810
  1,036,250
CONSUMER ELECTRONICS - 1.3%
Duracraft Corp. (a)  12,000  222,000  26633210
Fossil, Inc.   10,600  204,050  34988210
Harman International Industries, Inc. (a)   167,400  4,017,600  41308610
Newell Co.   36,800  1,481,200  65119210
Universal Electronics, Inc. (a)  100,000  2,525,000  91348310
  8,449,850
HOME FURNISHINGS - 0.1%
Bombay Company, Inc. (The) (a)  10,000  451,250  09792410
TEXTILES & APPAREL - 0.3%
Jones Apparel Group, Inc. (a)  18,700  589,050  48007410
Timberland Co. Class A (a)  12,000  835,500  88710010
Tommy Hilfiger (a)  20,000  630,000  89299B92
Valley Fashions Corp. Class A (a)  3,400  56,382  91961010
  2,110,932
TOTAL DURABLES   27,733,903
ENERGY - 4.9%
ENERGY SERVICES - 0.9%
Enserv Corp. (a)  233,000  2,354,856  29357B10
Nowsco Well Service Ltd.   50,000  743,964  67012210
Precision Drilling Class A (a)  52,100  663,073  74022D10
Schlumberger Ltd.   30,000  1,725,000  80685710
Wheatley TXT Corp.   45,000  551,250  96271810
  6,038,143
INDEPENDENT POWER - 0.1%
Thermo Electron Corp.   20,000  767,500  88355610
OIL & GAS - 3.9%
Canadian Natural Resources Ltd. (a)   147,700  1,796,837  13638510
Encal Energy Ltd. (a)  1,432,400  4,771,983  29250D10
Ensign Resource Service Group Ord. (a)  148,200  804,379  29357T10
Excel Energy, Inc. (a) (b)  225,400  949,186  30065410
Grad & Walker Energy Corp.   10,000  90,773  38391010
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Murphy Oil Corp.   73,400 $ 2,945,175  62671710
Noble Affiliates, Inc.   80,400  1,989,900  65489410
Northstar Energy Corp. (a)   239,700  4,845,142  66703R10
Parker & Parsley Petroleum Co.   7,400  151,700  70101810
Petromet Resources Ltd. Ord. (a)   619,000  2,722,535  71673110
Pinnacle Resources Ltd. (a)  32,300  453,397  72348R10
Summit Resources Ltd.   396,200  2,595,360  86624610
Tarragon Oil & Gas Ltd. (a)  67,100  784,906  87629E20
  24,901,273
TOTAL ENERGY   31,706,916
FINANCE - 1.3%
BANKS - 0.7%
Bank of New York Co., Inc.   20,000  1,110,000  06405710
Westpac Banking Corp.   1,251,900  3,507,057  96121410
  4,617,057
CREDIT & OTHER FINANCE - 0.4%
Arbor National Holdings, Inc. (a)   29,500  542,063  03876110
Green Tree Acceptance, Inc.   40,000  1,970,000  39350510
  2,512,063
SAVINGS & LOANS - 0.2%
CenFed Financial Corp.   59,850  957,600  15131U10
TOTAL FINANCE   8,086,720
HEALTH - 8.0%
DRUGS & PHARMACEUTICALS - 3.7%
Amgen, Inc. (a)  40,000  1,810,000  03116210
Biogen, Inc. (a)  30,000  1,140,000  09059710
Chiron Corp. (a)  60,000  4,995,000  17004010
Collagen Corp. (a)  25,000  706,250  19419410
Elan PLC ADR (a)  10,000  417,500  28413120
Elan PLC therapeutic systems unit 
(1 common & 1 ADR warrant) (a)  20,237  607,110  28413140
Genetics Institute, Inc. depository share  (a)  25,900  1,184,925  37185530
IMCERA Group, Inc.   40,000  1,380,000  45245410
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
IVAX Corp.   25,000 $ 631,250  46582310
Nature's Bounty, Inc. (a)  100,000  1,775,000  63901730
Perspective Biosystems, Inc. (a)   14,200  376,300  71527110
Pfizer, Inc.   45,000  2,992,500  71708110
Protein Design Labs, Inc. (a)  97,700  2,332,588  74369L10
Schering-Plough Corp.   40,000  2,675,000  80660510
Teva Pharmaceutical Industries Ltd. ADR  14,400  399,600  88162420
   23,423,023
MEDICAL EQUIPMENT & SUPPLIES - 2.9%
Cardinal Distribution, Inc.   64,900  2,839,375  14148710
Cordis Corp. (a)  100,000  4,275,000  21852510
Medtronic, Inc.   45,000  3,476,250  58505510
Owens & Minor, Inc.   150,000  2,906,250  69073010
Steris Corporation (a)  110,000  1,897,500  85915210
Zoll Medical Corp. (a)  100,000  3,150,000  98992210
  18,544,375
MEDICAL FACILITIES MANAGEMENT - 1.4%
Columbia Healthcare Corp.   128,200  3,717,800  19767910
Lincare Holdings, Inc. (a)  80,000  1,680,000  53279110
Relife, Inc. (a)  45,300  736,125  75952N10
U.S. Healthcare, Inc.   55,000  3,183,125  91191010
  9,317,050
TOTAL HEALTH   51,284,448
INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%
ELECTRICAL EQUIPMENT - 1.5%
Amtech Corp.   25,000  706,250  03232910
Antec Corp. (a)  25,000  687,500  03664P10
Duracell International, Inc.   20,000  690,000  26633L10
Excel Technology, Inc. (a)(b)   350,000  1,925,000  30067T10
Hughes Supply, Inc.   12,800  244,800  44448210
Hutchison Whampoa Ltd. Ord.   960,000  3,852,527  44841510
Scientific-Atlanta, Inc.   50,000  1,568,750  80865510
  9,674,827
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 1.5%
AGCO Corp.   30,000 $ 945,000  00108410
Atlas Copco AB B free shares (a)  75,000  3,446,789  04925592
Caterpillar, Inc.   50,000  4,262,500  14912310
Flow International Corp. (a)  100,000  806,250  34346810
  9,460,539
POLLUTION CONTROL - 0.1%
Envirotest Systems Corp. (a)  25,000  525,000  29409W10
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT    19,660,366
MEDIA & LEISURE - 9.9%
BROADCASTING - 3.2%
BET Holdings, Inc. Class A (a)  80,000  1,480,000  08658510
Cablemaxx, Inc. (a)  9,000  103,500  12685910
Clear Channel Communications, Inc. (a)  20,000  787,500  18450210
Comcast Corp. Class A  50,000  1,700,000  20030020
EZ Communications, Inc. (a)  35,000  612,500  26928810
Home Shopping Network, Inc.    100,000  1,500,000  43735110
Infinity Broadcasting Corp. (a)  30,010  757,753  45662610
International Cabletel, Inc. (a)  35,000  857,500  45921610
Jacor Communications, Inc. Class A (a)  22,200  316,350  46985840
Peoples Choice TV Corp. (a)  23,200  603,200  71084710
Tele-Communications, Inc. Class A (a)  200,000  6,025,000  87924010
Time Warner, Inc.   75,000  3,309,375  88731510
Turner Broadcasting System, Inc. Class B  50,000  1,212,500  90026250
Viacom, Inc. (non-vtg.) (a)  25,000  1,103,125  92552430
  20,368,303
ENTERTAINMENT - 1.0%
Carmike Cinemas, Inc. Class A (a)  25,000  478,125  14343610
Carnival Cruise Lines, Inc. Class A  75,000  3,590,625  14365810
MGM Grand, Inc. (a)  10,000  382,500  55295310
New Line Cinema Corp. (a)   30,300  700,688  64646510
Regal Cinemas, Inc. (a)  4,800  97,200  75875410
Royal Carribean Cruises Ltd.   55,800  1,436,850  78015392
  6,685,988
LEISURE DURABLES & TOYS - 0.4%
Champion Enterprises, Inc. (a)   47,900  886,150  15849610
Coachmen Industries, Inc.   42,600  596,400  18987310
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
LEISURE DURABLES & TOYS - CONTINUED
Cobra Industries, Inc. (a)  55,000 $ 632,500  19104E10
Thor Industries, Inc.   11,300  264,138  88516010
  2,379,188
LODGING & GAMING - 2.9%
Boyd Gaming Corp. (a)  50,000  800,000  10330410
Caesars World, Inc. (a)  15,000  733,125  12769510
GTECH Holdings Corp. (a)  40,000  1,165,000  40051810
Hospitality Franchise Systems, Inc. (a)   15,000  641,250  44091210
International Game Technology  60,000  1,815,000  45990210
Marriott International, Inc.   90,000  2,182,500  57190010
Mirage Resorts, Inc. (a)  123,900  2,725,800  60462E10
President Riverboat Casinos, Inc. (a)   169,700  4,072,800  74084810
Promus Companies, Inc. (a)  75,000  3,168,750  74342A10
Sholodge, Inc.   50,000  1,131,250  82503410
  18,435,475
PUBLISHING - 1.0%
Lee Enterprises, Inc.   22,300  694,088  52376810
MaClean Hunter Ltd.   150,000  1,333,521  55474980
Ming Pao Enterprise Corp. Ltd.   1,605,000  1,963,445  60399392
Playboy Enterprises, Inc. (a): 
Class A   215,900  1,970,088  72811720
 Class B   52,000  533,000  72811730
  6,494,142
RESTAURANTS - 1.4%
Brinker International, Inc.   100,000  4,150,000  10964110
Lone Star Steakhouse Saloon (a)  7,100  169,513  54230710
McDonald's Corp.   55,000  3,224,375  58013510
Outback Steakhouse, Inc. (a)  15,000  495,000  68989910
Uno Restaurant Corp. (a)  100,000  1,012,500  91490010
  9,051,388
TOTAL MEDIA & LEISURE   63,414,484
NONDURABLES - 2.2%
BEVERAGES - 2.2%
COTT Corp.   140,000  4,087,591  22163N10
Coca-Cola Company (The)  60,000  2,535,000  19121610
Comp Cervecerias Unidas SA ADR  176,300  4,760,100  20442910
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
NONDURABLES - CONTINUED
BEVERAGES - CONTINUED
PepsiCo, Inc.   40,000 $ 1,610,000  71344810
Snapple Beverage Corp. (a)  60,000  1,260,000  83303710
  14,252,691
HOUSEHOLD PRODUCTS - 0.0%
Safeskin Corp. (a)  14,900  230,950  78645410
TOTAL NONDURABLES   14,483,641
RETAIL & WHOLESALE - 10.0%
APPAREL STORES - 1.5%
Catherines Stores Corp. (a)   50,000  962,500  14916F10
Cato Corp. Class A  80,000  1,660,000  14920510
Charter Golf, Inc. (a)  50,000  500,000  16122P10
Designs, Inc. (a)  50,050  813,313  25057L10
Ellett Brothers, Inc. (a)   60,000  570,000  28839810
Gap, Inc.   50,000  2,000,000  36476010
Limited, Inc. (The)  65,000  1,478,750  53271610
One Price Clothing Stores, Inc. (a)   40,000  770,000  68241110
Simmons Outdoor Corp. (a)  85,000  499,375  82873510
Talbots, Inc. (a)  7,000  187,250  87416110
  9,441,188
APPLIANCE STORES - 0.0%
Ceramco Corp. Ltd.  34,600  150,367  15699692
DRUG STORES - 0.5%
General Nutrition Companies, Inc. (a)   125,000  3,343,750  37047F10
GENERAL MERCHANDISE STORES - 2.8%
Carrefour  5,000  3,179,479  14428610
Cifra S.A. Class C (a)  1,500,000  4,157,400  17178594
Michaels Stores, Inc. (a)  25,000  887,500  59408710
Price/Costco, Inc.   35,800  684,675  74143W10
Sears, Roebuck & Co.   70,000  3,806,250  81238710
Wal-Mart Stores, Inc.   150,000  4,293,750  93114210
Younkers, Inc. (a)  26,200  655,000  98776710
  17,664,054
GROCERY STORES - 0.1%
Harry's Farmers' Market, Inc. Class A (a)  30,000  727,500  41586310
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 5.1%
Best Buy Co., Inc. (a)  15,000 $ 746,250  08651610
CML Group, Inc.   160,000  4,320,000  12582010
Eagle Hardware & Garden, Inc.   25,000  706,250  26959B10
Futures Shops Ltd.   147,500  2,498,362  36091310
Good Guys, Inc. (a)  20,000  312,500  38209110
Home Depot, Inc. (The)  60,000  2,482,500  43707610
Little Switzerland, Inc. (a)   9,200  82,800  53752810
Lowe's Companies, Inc.   150,000  7,687,500  54866110
Micro Warehouse, Inc. (a)  30,000  1,042,500  59501B10
Musicland Stores Corp.   37,400  776,050  62758B10
Office Depot, Inc. (a)  150,050  4,782,844  67622010
Rex Stores Corp. (a)  5,500  118,250  76162410
Sun Television & Appliances, Inc.   175,000  3,740,625  86688110
Sunglass Hut International, Inc. (a)   47,400  1,422,000  86736F10
Toys "R" Us, Inc. (a)  50,000  2,037,500  89233510
Ultimate Electronics, Inc. (a)   23,300  262,125  90384910
  33,018,056
TOTAL RETAIL & WHOLESALE   64,344,915
SERVICES - 1.1%
LEASING & RENTAL - 0.8%
Blockbuster Entertainment Corp.   160,000  5,340,000  09367610
PRINTING - 0.1%
Reynolds & Reynolds Co. Class A  16,500  695,063  76169510
SERVICES - 0.2%
Catalina Marketing Corp. (a)  25,000  1,106,250  14886710
Medaphis Corp.   10,000  295,000  58402810
  1,401,250
TOTAL SERVICES   7,436,313
TECHNOLOGY - 33.5%
COMMUNICATIONS EQUIPMENT - 9.8%
ADC Telecommunications, Inc. (a)   25,000  862,500  00088610
Aspect Telecommunications Corp. (a)  117,500  4,465,000  04523710
Cabletron Systems, Inc. (a)  50,000  5,237,500  12692010
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMMUNICATIONS EQUIPMENT - CONTINUED
Centigram Communications Corp.   126,000 $ 3,780,000  15231710
Cisco Systems, Inc. (a)  85,000  4,781,250  17275R10
DSC Communications Corp. (a)   346,800  18,770,550  23331110
General Instrument Corp. (a)  50,000  2,668,750  37012110
Inter-Tel, Inc. (a)  77,100  722,813  45837210
MB Communications, Inc. (a)   175,000  2,931,250  55262M10
Newbridge Networks Corp. (a)  140,000  6,860,000  65090110
Porta Systems Corp.   50,000  512,500  73564710
VMX, Inc. (a)  197,000  849,563  91827610
Wellfleet Communications, Inc. (a)   175,000  10,215,625  94949710
  62,657,301
COMPUTER SERVICES & SOFTWARE - 8.9%
Adobe Systems, Inc.   48,400  1,119,250  00724F10
America Online, Inc. (a)  10,000  655,000  02364J10
CUC International, Inc. (a)  133,300  4,448,888  12654510
Chipcom Corp. (a)  40,000  1,770,000  16961710
Electronic Arts (a)  50,000  1,743,750  28551210
Electronic Information Systems, Inc. (a)   55,900  684,775  28573810
Electronics For Imaging, Inc. (a)  30,500  556,625  28608210
Equifax, Inc.   40,000  965,000  29442910
IMRS, Inc. (a)  35,500  816,500  44969610
Informix Corp. (a)   100,000  1,825,000  45677910
Integrated Systems, Inc. (a)   50,000  512,500  45812M10
Landmark Graphics Corp. (a)  190,000  3,752,500  51491310
Lotus Development Corp. (a)  58,900  2,709,400  54570010
Microsoft Corp. (a)  25,000  2,000,000  59491810
Oracle Systems Corp. (a)   360,000  11,385,000  68389X10
Parametric Technology Corp. (a)   70,000  2,677,500  69917310
State of The Art, Inc. (a)(b)  568,500  4,263,750  85730710
Stratacom, Inc. (a)  200,000  3,600,000  86268310
SunGard Data Systems, Inc. (a)   20,000  710,000  86736310
Sybase, Inc. (a)  175,000  6,475,000  87113010
Symantec Corp. (a)  33,600  554,400  87150310
Synopsys, Inc. (a)  60,000  2,715,000  87160710
Viewlogic Systems, Inc. (a)   60,000  1,380,000  92672110
  57,319,838
COMPUTERS & OFFICE EQUIPMENT - 11.2%
ADAPTEC, Inc. (a)  60,000  1,987,500  00651F10
Apple Computer, Inc.   30,000  945,000  03783310
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Compaq Computer Corp. (a)   235,000 $ 17,008,125  20449310
Creative Technologies Corp. (a)  175,000  4,637,500  22599992
Dell Computer Corporation (a)  30,000  798,692  24702510
Digital Biometrics, Inc. (a)  167,500  2,219,375  25383310
EMC Corp. (a)  55,000  1,746,250  26864810
Filenet Corp. (a)  25,000  456,250  31686910
Hutchinson Technology, Inc. (a)   40,000  1,190,000  44840710
International Business Machines Corp.   100,000  5,387,500  45920010
International Imaging Materials, Inc. (a)   45,000  765,000  45968C10
Media Vision Technology, Inc.   125,000  4,875,000  58445H10
Micropolis Corp. (a)  64,600  484,500  59490710
Quantum Corp. (a)  27,200  387,600  74790610
Seagate Technology, Inc. (a)  500,000  12,125,000  81180410
Silicon Graphics, Inc. (a)  135,000  5,906,250  82705610
Supermac Technology, Inc. (a)   79,600  1,054,700  86843310
SynOptics Communications, Inc. (a)   35,000  892,500  87160910
Tech Data Corp. (a)  300,000  9,000,000  87823710
  71,866,742
ELECTRONIC INSTRUMENTS - 0.2%
Applied Materials, Inc. (a)  20,000  705,000  03822210
Laser Precision Corp. (a)  56,700  474,863  51790010
  1,179,863
ELECTRONICS - 3.4%
Intel Corp.   15,000  922,500  45814010
Motorola, Inc.   185,000  17,343,750  62007610
Sanmina Corp. (a)  44,500  1,145,875  80090710
Texas Instruments, Inc.   25,000  1,606,250  88250810
Zero Corp.   30,000  480,000  98948410
  21,498,375
TOTAL TECHNOLOGY   214,522,119
TRANSPORTATION - 1.0%
AIR TRANSPORTATION - 0.6%
Atlantic Southeast Airlines, Inc.   20,000  712,500  04886910
Comair Holdings, Inc.   75,000  2,306,250  19978910
Mesa Airlines, Inc. (a)  50,000  837,500  59048110
  3,856,250
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TRANSPORTATION - CONTINUED
RAILROADS - 0.2%
Southern Pacific Rail Corp. (a)  46,000 $ 874,000  84358410
TRUCKING & FREIGHT - 0.2%
Federal Express Corp. (a)  20,000  1,430,000  31330910
TOTAL TRANSPORTATION   6,160,250
UTILITIES - 4.7%
CELLULAR - 3.3%
Cencall Communications Corp. (a)  73,100  2,083,350  15129710
IDB Communications Group, Inc.   95,000  4,251,250  44935510
LIN Broadcasting Corp. (a)  8,000  880,000  53276310
McCaw Cellular Communications, Inc. Class A (a)  85,600  4,387,000 
57946810
Mobile Telecommunications Technologies, Inc. (a)  50,000  1,268,750 
60740610
Nextel Communications, Inc. Class A  100,000  3,775,000  65332V10
Paging Network, Inc. (a)  25,000  718,750  69554210
Qualcomm, Inc.   8,000  422,000  74752510
Rogers Communications, Inc. Class B (a)  150,000  2,372,263  77510920
Vodafone Group PLC sponsored ADR  10,000  810,000  92857T10
  20,968,363
ELECTRIC UTILITY - 0.0%
Meralco 'B' (a)  25,000  298,574  58799A92
TELEPHONE SERVICES - 1.4%
ALC Communications Corp. (a)   12,500  334,375  00157530
Consolidated Electric Power Asia Ltd. sponsored ADR  15,200  246,289 
20855210
Davel Communications GRP, Inc. (a)   30,100  459,025  23833810
LCI International, Inc. (a)  45,000  1,485,000  50181310
LDDS Communications, Inc. (a)  35,000  1,491,875  50182L10
MCI Communications Corp.   65,000  1,584,375  55267310
Peoples Telephone Co., Inc. (a)  52,700  566,525  71257410
Philippine Long Distance Telephone Co.   3,800  231,800  71825210
Telefonos de Mexico SA sponsored 
ADR representing share Ord. Class L  12,000  669,000  87940378
Telephone & Data Systems, Inc.   40,000  1,880,000  87943310
  8,948,264
TOTAL UTILITIES   30,215,201
TOTAL COMMON STOCKS
(Cost $525,523,249)   564,379,122
CONVERTIBLE BONDS - 0.0%
  PRINCIPAL 
  AMOUNT 
FINANCE - 0.0%
CREDIT & OTHER FINANCE - 0.0%
Benpress Holdings Corp. 4 1/5%, 
12/31/94 (Cost $25,583)  - $ 17,000 $ 38,250  082300AA
REPURCHASE AGREEMENTS - 12.0%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
(U.S. Treasury obligations), in a joint 
trading account at 3.24% dated 
11/30/93 due 12/1/93   $76,866,917  76,860,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $602,408,832)  $ 641,277,372
FORWARD FOREIGN CURRENCY CONTRACTS
  SETTLEMENT  UNREALIZED
  DATE VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 3,441,000 CHF 1/19/94 $ 2,297,650 $ (1,996)
 817,376,000 ESP 2/4/94  5,750,135  (188,964)
 53,092,600 FRF 1/19/94  8,916,183  (83,817)
 1,689,422 GBP 2/1/94  2,510,483  19,610
 4,555,460,000 ITL 1/19/94  2,671,039  (37,767)
 12,766,500 SEK 2/4/94  1,496,957  (3,043)
TOTAL CONTRACTS TO BUY
(Payable amount $23,938,424)  $ 23,642,447 $ (295,977)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 3.7%
FORWARD FOREIGN CURRENCY CONTRACTS - CONTINUED
  SETTLEMENT  UNREALIZED
  DATE VALUE GAIN/(LOSS)
CONTRACTS TO SELL
 16,031,600 CAD 2/8/94 $ 11,989,022 $ 234,844
 3,441,880 CHF 1/19/94  2,297,650  113,474
 817,376,000 ESP 2/4/94  5,750,136  327,010
 60,968,540 FRF 1/19/94  10,238,840  397,681
 1,689,422 GBP 2/1/94  2,510,482  3,716
 4,555,460,000 ITL 1/19/94  2,671,039  132,390
 28,801,000 SEK 2/4/94  3,377,109  154,113
TOTAL CONTRACTS TO SELL
(Receivable amount $40,197,506)  $ 38,834,278 $ 1,363,228
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 6.1%
CURRENCY ABBREVIATION
GBP - British pound
CAD - Canadian dollar
FRF - French franc
ITL - Italian lira
ESP - Spanish peseta
SEK - Swedish krona
CHF - Swiss franc
LEGEND
1. Non-income producing
2. Affiliated company (see Note 6 of Notes to Financial Statements).
OTHER INFORMATION
Distribution of investments by country, as a percentage of total value of
investments, is as follows:
United States  86.9%
Canada  6.4
Mexico  1.4
Others (individually less than 1%)  5.3
TOTAL  100.0%
INCOME TAX INFORMATION 
At November 30,1993 the aggregate cost of investment securities for income
tax purposes was $603,493,477. Net unrealized appreciation aggregated
$37,783,895, of which $64,570,102 related to appreciated investment
securities and $26,786,207 related to depreciated investment securities. 
The fund hereby designates $10,254,240 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                         <C>              <C>             
 NOVEMBER 30, 1993                                                                           
 
ASSETS                                                                                       
 
Investment in securities, at value (including repurchase                     $ 641,277,372   
agreements of $76,860,000) (cost $602,408,832)                                               
(Notes 1 and 2) - See accompanying schedule                                                  
 
Long foreign currency contracts held, at value (cost                          23,642,447     
$23,938,424) (Note 2)                                                                        
 
Short foreign currency contracts (Note 2)                   $ (38,834,278)                   
Contracts held, at value                                                                     
 
 Receivable for contracts held                               40,197,506       1,363,228      
 
Cash                                                                          514            
 
Receivable for investments sold                                               40,674,471     
 
Net receivable for closed foreign currency contracts                          123,038        
 
Receivable for fund shares sold                                               1,268,759      
 
Dividends receivable                                                          331,105        
 
Redemption fees receivable (Note 1)                                           368            
 
Other receivables                                                             29,793         
 
 TOTAL ASSETS                                                                 708,711,095    
 
LIABILITIES                                                                                  
 
Payable for foreign currency contracts held (Note 2)         23,938,424                      
 
Payable for investments purchased                            46,427,906                      
 
Payable for fund shares redeemed                             3,152,264                       
 
Accrued management fee                                       433,853                         
 
Other payables and accrued expenses                          269,915                         
 
 TOTAL LIABILITIES                                                            74,222,362     
 
NET ASSETS                                                                   $ 634,488,733   
 
Net Assets consist of:                                                                       
 
Paid in capital                                                              $ 450,171,667   
 
Undistributed net investment income                                           1,118,623      
 
Accumulated undistributed net realized gain (loss) on                         143,262,652    
investments                                                                                  
 
Net unrealized appreciation (depreciation) on:                                               
 
 Investment securities                                                        38,868,540     
 
 Foreign currency contracts                                                   1,067,251      
 
NET ASSETS, for 32,326,427 shares outstanding                                $ 634,488,733   
 
NET ASSET VALUE and redemption price per share                                $19.63         
($634,488,733 (divided by) 32,326,427 shares)                                                
 
Maximum offering price per share (100/97 of $19.63)                           $20.24         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                          <C>             <C>             
 YEAR ENDED NOVEMBER 30, 1993                                                                
 
INVESTMENT INCOME                                                            $ 3,851,443     
Dividends                                                                                    
 
Interest (Note 5)                                                             2,264,003      
 
 TOTAL INCOME                                                                 6,115,446      
 
EXPENSES                                                                                     
 
Management fee (Note 4)                                      $ 4,214,957                     
Basic fee                                                                                    
 
 Performance adjustment                                       772,145                        
 
Transfer agent fees (Note 4)                                  1,892,445                      
 
 Redemption fees (Note 1)                                     (28,809)                       
 
Accounting fees and expenses (Note 4)                         338,364                        
 
Non-interested trustees' compensation                         4,175                          
 
Custodian fees and expenses                                   131,675                        
 
Registration fees                                             53,205                         
 
Audit                                                         33,100                         
 
Legal                                                         6,115                          
 
Interest (Note 7)                                             853                            
 
Miscellaneous                                                 8,774                          
 
 Total expenses before reductions                             7,426,999                      
 
 Expense reductions (Note 8)                                  (59,720)        7,367,279      
 
NET INVESTMENT INCOME (LOSS)                                                  (1,251,833)    
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                                           
(NOTES 1, 2 AND 3)                                                                           
Net realized gain (loss) on:                                                                 
 
 Investment securities (including realized gain (loss) of     144,418,435                    
 $620,830 on sales of investment in affiliated issuers)                                      
 
 Foreign currency contracts                                   (3,463,719)     140,954,716    
 
Change in net unrealized appreciation (depreciation) on:                                     
 
 Investment securities                                        (33,409,843)                   
 
 Foreign currency contracts                                   1,067,251       (32,342,592)   
 
NET GAIN (LOSS)                                                               108,612,124    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                         $ 107,360,291   
OPERATIONS                                                                                   
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>                        <C>              
                                                          YEARS ENDED NOVEMBER 30,                    
 
                                                          1993                       1992             
 
INCREASE (DECREASE) IN NET ASSETS                                                                     
 
Operations                                                $ (1,251,833)              $ 3,347,320      
Net investment income (loss)                                                                          
 
 Net realized gain (loss) on investments                   140,954,716                18,653,620      
 
 Change in net unrealized appreciation (depreciation)      (32,342,592)               58,419,632      
on                                                                                                    
 investments                                                                                          
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           107,360,291                80,420,572      
FROM                                                                                                  
 OPERATIONS                                                                                           
 
Distributions to shareholders from:                        (724,816)                  -               
Net investment income                                                                                 
 
 Net realized gain                                         (19,802,516)               (19,808,152)    
 
Share transactions                                         226,148,936                425,404,814     
Net proceeds from sales of shares                                                                     
 
 Reinvestment of distributions from:                       710,196                    -               
 Net investment income                                                                                
 
  Net realized gain                                        19,445,907                 19,526,059      
 
 Cost of shares redeemed                                   (313,667,592)              (421,673,081)   
 
 Redemption fees (Note 1)                                  345,971                    597,023         
 
 Net increase (decrease) in net assets resulting from      (67,016,582)               23,854,815      
share                                                                                                 
 transactions                                                                                         
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  19,816,377                 84,467,235      
 
NET ASSETS                                                                                            
 
 Beginning of period                                       614,672,356                530,205,121     
 
 End of period (including undistributed net investment    $ 634,488,733              $ 614,672,356    
 income of $1,118,623 and $3,095,272, respectively)                                                   
 
OTHER INFORMATION                                                                                     
Shares                                                                                                
 
 Sold                                                      12,313,050                 26,914,116      
 
 Issued in reinvestment of distributions from:             40,981                     -               
 Net investment income                                                                                
 
  Net realized gain                                        1,145,868                  1,282,547       
 
 Redeemed                                                  (17,491,439)               (27,678,335)    
 
 Net increase (decrease)                                   (3,991,540)                518,328         
 
</TABLE>
 
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                            <C>                        <C>         <C>                  
                                               YEARS ENDED NOVEMBER 30,               DECEMBER 28, 1990    
                                                                                      (COMMENCEMENT OF     
                                                                                      OPERATIONS) TO       
                                                                                      NOVEMBER 30,         
 
                                               1993                       1992        1991                 
 
SELECTED PER-SHARE DATA                                                                                    
 
Net asset value, beginning of period           $ 16.92                    $ 14.81     $ 10.00              
 
Income from Investment Operations                                                                          
 
 Net investment income                          (.03)                      .09         (.01)               
 
 Net realized and unrealized gain (loss) on     3.29                       2.50        4.80                
investments                                                                                                
 
 Total from investment operations               3.26                       2.59        4.79                
 
Less Distributions                                                                                         
 
 From net investment income                     (.02)                      -           -                   
 
 From net realized gain                         (.54)                      (.50)       -                   
 
 Total distributions                            (.56)                      (.50)       -                   
 
Redemption fees added to paid in capital        .01                        .02         .02                 
 
Net asset value, end of period                 $ 19.63                    $ 16.92     $ 14.81              
 
TOTAL RETURN (dagger)(double dagger)            19.85%                     18.03%      48.10%              
 
RATIOS AND SUPPLEMENTAL DATA                                                                               
 
Net assets, end of period (000 omitted)        $ 634,489                  $ 614,672   $ 530,205            
 
Ratio of expenses to average net assets **      1.19%                      1.09%       1.31%*              
 
Ratio of expenses to average net assets         1.20%                      1.09%       1.31%*              
before expense reductions **                                                                               
 
Ratio of net investment income to average       (.20)%                     .56%        (.10)%*             
net assets                                                                                                 
 
Portfolio turnover rate                         332%                       531%        326%*               
 
</TABLE>
 
* ANNUALIZED
** SEE NOTE 8 OF NOTES TO FINANCIAL STATEMENTS.
(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(double dagger) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIOD SHOWN.
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1993
 
 
1 SIGNIFICANT ACCOUNTING 
POLICIES.
Fidelity Emerging Growth Fund (the fund) is a fund of Fidelity Mt. Vernon
Street Trust (the trust) and is authorized to issue an unlimited number of
shares. The trust 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. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days 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, other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
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 all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Investment income
is recorded net of foreign taxes where recovery of such taxes is not
assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
REDEMPTION FEES. Shares held in the fund less than 90 days are subject to a
redemption fee equal to .75% of the proceeds of the redeemed shares. A
portion of the fee is accounted for as a reduction of transfer agent
expenses. This portion of the redemption fee is used to offset the
transaction costs and other expenses that short-term trading imposes on the
fund and its shareholders. The remainder of the redemption fee is accounted
for as an addition to paid in capital.
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.
1 OPERATING POLICIES.
FORWARD FOREIGN CURRENCY 
CONTRACTS. The fund may enter into forward foreign currency contracts.
These contracts involve market risk in excess of the amount reflected in
the fund's Statement of Assets and Liabilities. The face or contract amount
in U.S. dollars reflects the total exposure the fund has in that particular
currency contract. The U.S. dollar value of forward foreign currency
contracts is determined using forward currency exchange rates supplied by a
quotation service. Losses may arise due to changes in the value of the
foreign currency or if the counterparty does not perform under the
contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
registered investment companies having management contracts with FMR, may
transfer uninvested cash balances into a joint trading account. These
balances are invested in one or more repurchase agreements that are
collateralized by U.S. Treasury or Federal Agency obligations.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by the
SEC, the fund, along with other registered investment companies having
management contracts with FMR, may participate in an interfund lending
program. This program provides an alternative credit facility allowing the
fund to borrow from, or lend money to, other participating funds.
1 PURCHASES AND SALES OF 
INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $1,825,652,011 and $1,892,731,286, respectively.
1 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 ranging from
.31% to .52% and is based on the monthly average net assets of all the
mutual funds advised by FMR. The annual individual fund fee rate is .35%.
The basic fee is subject to a performance adjustment (up to a maximum of +
or - .20%) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .80% of average net
assets after the performance adjustment.
 
Effective November 1, 1993, the Board of Trustees approved a new group fee
rate schedule with rates ranging from .2850% to .5200%. FMR has voluntarily
agreed to implement this new group fee rate schedule as it results in the
same or a lower management fee.
SALES LOAD. For the period, Fidelity Distributors Corporation, an affiliate
of FMR and the general distributor of the fund, received sales charges of
$774,435 on sales of shares of the fund.
TRANSFER AGENT FEE. Fidelity Service Co. (FSC), an affiliate of FMR, is the
fund's transfer, dividend disbursing and shareholder servicing agent. FSC
receives fees based on the type, size, number of accounts and the number of
transactions made by shareholders. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING FEE. 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 $770,266 for the period.
1 INTERFUND LENDING PROGRAM.
The fund participated in the interfund lending program as a lender. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $5,258,000 and $4,135,600. The
weighted average interest rate was 3.41%. Interest earned from the
interfund lending program amounted to $1,950 and is included in interest
income on the Statement of Operations.
1 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 with companies which are or
were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
  PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Consolidated HCO Energy Ltd.  $ 845,405 $ 1,107,074 $ - $ -
ETAC Sales Ltd.   985,515  1,074,586  -  -
Excel Technologies, Inc. *   1,285,000  955,375  -  1,925,000
Hutchinson Technology, Inc.*   373,750  880,204  -  -
NU Horizons Electronics Corp.   271,250  395,306
State of the Art, Inc. *   1,410,902  380,540  -  4,263,750
TOTALS  $ 5,171,822 $ 4,793,085 $ - $ 6,188,750
*  Non-income producing
1 BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balance during the periods for
which loans were outstanding amounted to $8,002,000. The weighted average
interest rate was 3.84%.
1 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
$59,720 under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Mt. 
Vernon Street Trust and the
Shareholders of Fidelity Emerging Growth Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Mt. Vernon Street Trust: Fidelity Emerging Growth Fund, including
the schedule of portfolio investments, as of November 30, 1993, and the
related statement of operations for the year then ended, the statement of
changes in net assets for each of the two years in the period then ended
and the financial highlights for each of the two years in the period then
ended, and for the period December 28, 1990 (commencement of operations) to
November 30, 1991. These financial statements and financial highlights are
the responsibility of the fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 1993, by correspondence with custodians
and brokers. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Mt. Vernon Street Trust: Fidelity Emerging Growth Fund as of
November 30, 1993, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the period then
ended, the financial highlights for each of the two years in the period
then ended, and for the period December 28, 1990 (commencement of
operations) to November 30, 1991, in conformity with generally accepted
accounting principles.
/s/COOPERS & LYBRAND
COOPERS & LYBRAND
Boston, Massachusetts
January 4, 1994
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
1. For quotes on funds you own.
 
2. For an individual fund quote.
 
3. For the ten most frequently 
requested Fidelity fund quotes.
 
4. For quotes on Fidelity Select 
Portfolios.(Registered trademark)
 
5. To change your Personal 
Identification Number (PIN).
 
6. To speak with a Fidelity 
representative. 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
1. For balances on funds you own.
 
2. For your most recent fund activity
(purchases, redemptions, and 
dividends).
 
3. To change your Personal 
Identification Number (PIN).
 
4. To speak with a Fidelity 
representative.
 
* 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. FOR MORE
INFORMATION ON ANY 
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE 
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
2249 Galiano Street
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
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32 West Central Boulevard
Orlando, FL
2401 PGA Boulevard
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8065 Beneva Road, South
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
1 West Pennsylvania Ave.
Towson, MD
7401 Wisconsin Avenue
Bethesda, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
175 East 400 South Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8300 Boone Boulevard
Vienna, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
 
TO WRITE FIDELITY
 
 
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. Please send ALL correspondence about retirement
accounts to Dallas. 
(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 2269
Boston, MA 02107-2269
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30280
Salt Lake City, UT 84130-0280
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
Additional Payments
P.O. Box 2656
Boston, MA 02293-0656
Fidelity Investments
Additional Payments
P.O. Box 620024
Dallas, TX 75262-0024
Fidelity Investments
Additional Payments
P.O. Box 31455
Salt Lake City, UT 84131-0455
OVERNIGHT EXPRESS
Fidelity Investments
Additional Payments
World Trade Center
164 Northern Avenue
Boston, MA 02210
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02103-0878
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02101-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 620024
Dallas, TX 75262-0024
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager,
 Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Growth Company Fund
Low-Priced Stock Fund
Magellan(Registered trademark) Fund
New Millennium Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
 
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



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