FIDELITY MT VERNON STREET TRUST, 485BPOS, 1994-01-14

FIDELITY MT VERNON STREET TRUST
485BPOS, 1994-01-14

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO 2-79755)
UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 28 [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [x]
Amendment No. [ ]
Fidelity Mt. Vernon Street
Trust______________________________________________________
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts
02109_________________________________________
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number (617)
570-7000____________________________________________
Arthur S. Loring
82 Devonshire Street
Boston, Massachusetts
02109_________________________________________________________
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
( ) Immediately upon filing pursuant to paragraph (b) of Rule 485
(x ) On January 20, 1994 pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a) of Rule 485
( ) On ( ) pursuant to paragraph (a) of Rule 485
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and intends to file the notice required by
such Rule before January 31, 1994.
FIDELITY NEW MILLENNIUM FUND
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION

<TABLE>
<CAPTION>
<S> <C>
1................................... Cover Page
...

2a.................................. Expenses
..

b, Contents; The Fund at a Glance; Who May Want to
c................................ Invest

3a.................................. Financial Highlights
..

*
b...................................
.

c, d.............................. Performance

4a i.............................. Charter

The Fund at a Glance; Investment Principles;
ii............................... Securities & Investment Practices, Fundamental
Investment Policies and Restrictions.

b................................... Securities & Investment Practices
..

Who May Want to Invest; Investment Principles;
c.................................... Securities & Investment Practices

5a.................................. Charter
..

b(i)................................ Doing Business with Fidelity; Charter

Charter
(ii)..............................

..(iii)........................... Expenses; Breakdown of Expenses

c, Charter; FMR and Its Affiliates; Breakdown of
d................................ Expenses, Cover Page

FMR and Its Affiliates
e....................................

Expenses
f....................................

g(i)................................ FMR and its Affiliates
..

(ii)................................. *
..

5A................................. Performance
.

6a Charter
i.................................

How to Buy Shares; How to Sell Shares; Transaction
ii................................ Details; Exchange Restrictions

*
iii...............................

*
b...................................
.

Exchange Restrictions
c....................................

*
d...................................
.

Doing Business with Fidelity; How to Buy Shares;
e.................................... How to Sell Shares; Investor Services

f,g................................. Dividends, Capital Gains, and Taxes
..

7a.................................. Cover Page; Charter
..

How to Buy Shares; Transaction Details
b...................................
.

*
c....................................

How to Buy Shares
d...................................
.

e.................................... *

f, ................................ *

8................................... How to Sell Shares; Investor Services; Transaction
... Details; Exchange Restrictions

9................................... *
...

</TABLE>

* Not Applicable
FIDELITY NEW MILLENNIUM FUND
CROSS REFERENCE SHEET
(continued)
FORM N-1A
ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION

<TABLE>
<CAPTION>
<S> <C>
10, 11.......................... Cover Page

12.................................. *
..

13a - Investment Policies and Limitations
c............................

*
d..................................

14a - Trustees and Officers
c............................

15a, *
b..............................

Trustees and Officers
c..................................

16a FMR, Portfolio Transactions
i................................

Trustees and Officers
ii..............................

Management Contract
iii.............................

Management Contract
b.................................

c, Contracts with Companies Affiliated with FMR
d.............................

e - *
g...........................

Description of the Trust
h.................................

Contracts with Companies Affiliated with FMR
i.................................

17a - Portfolio Transactions
c............................

*
d,e..............................

18a................................ Description of the Trust
..

*
b.................................

19a................................ Additional Purchase and Redemption Information
..

Additional Purchase and Redemption Information;
b.................................. Valuation of Portfolio Securities

*
c..................................

20.................................. Distributions and Taxes
..

21a, Contracts with Companies Affiliated with FMR
b..............................

*
c.................................

22.................................. Performance
..

23.................................. Financial Statements
..

</TABLE>

* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
A Statement of Additional Information dated January 20, 1994 has been filed
with the Securities and Exchange Commission, and is incorporated herein by
reference (is legally considered a part of this prospectus). The Statement
of Additional Information is available free upon request by calling
Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or endorsed or
guaranteed by, any bank, nor are they federally insured or otherwise
protected by the FDIC, the Federal Reserve Board, or any other agency.
New Millennium is a growth fund. It seeks to increase the value of your
investment over the long term by investing mainly in equity securities
of companies that are likely to benefit from social and economic
trends.
FIDELITY
NEW MILLENNIUM(registered trademark)
FUND
PROSPECTUS
JANUARY 20, 1994
LIKE ALL MUTUAL
FUNDS, THESE
SECURITIES HAVE NOT
BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION, NOR HAS
THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
NMF-pro-194
(Registered trademark)
82 Devonshire Street, Boston, MA 02109
CONTENTS

KEY FACTS 3 THE FUND AT A GLANCE

3 WHO MAY WANT TO INVEST

EXPENSES AND PERFORMANCE 4 EXPENSES The fund's sales
charge (load) and its yearly
operating expenses.

5 FINANCIAL HIGHLIGHTS A summary
of the fund's financial data.

6 PERFORMANCE How the fund has
done over time.

YOUR ACCOUNT 8 DOING BUSINESS WITH FIDELITY

8 TYPES OF ACCOUNTS Different
ways to set up your account,
including tax-sheltered retirement
plans.

10 HOW TO BUY SHARES Opening an
account and making additional
investments.

12 HOW TO SELL SHARES Taking money
out and closing your account.

14 INVESTOR SERVICES Services to
help you manage your account.

16 DIVIDENDS, CAPITAL GAINS, AND
TAXES

SHAREHOLDER AND 18 TRANSACTION DETAILS Share price
ACCOUNT POLICIES calculations and the timing of
purchases and redemptions.

20 EXCHANGE RESTRICTIONS

21 SALES CHARGE REDUCTIONS AND
WAIVERS

THE FUND IN DETAIL 23 CHARTER How the fund is
organized.

24 BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.

25 INVESTMENT PRINCIPLES The fund's
overall approach to investing.

26 SECURITIES AND INVESTMENT
PRACTICES

<r>KEY FACTS</r>

THE FUND AT A GLANCE
GOAL: Capital a ppreciation (increase in the value of the fund's
shares). As with any mutual fund, there is no assurance that the fund will
achieve its goal.
STRATEGY: Invests mainly in equity securities of companies that are likely
to benefit from social and economic trends.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the
management arm of Fidelity Investments, which was established in 1946 and
is now America's largest mutual fund manager.
SIZE: As of November 30, 1993, the fund had over $ 250 million in
assets.
WHO MAY WANT TO INVEST
The fund may be appropriate for aggressive investors who are willing to
ride out stock market fluctuations in pursuit of potentially high long-term
returns. The fund is designed for those who are looking for an investment
approach that combines fundamental research with an analysis of social and
economic trends. It does not pursue income, and is not in itself a balanced
investment plan.
Over time, stocks have shown greater growth potential than other types of
securities. In the short term, however, stock prices can fluctuate
dramatically in response to company, market, or economic news. When you
sell your fund shares, they may be worth more or less than what you paid
for them.

THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking
to maximize return must
assume greater risk. New
Millennium is in the GROWTH
category.
(bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(bullet) INCOME Seeks income by
investing in bonds.
(bullet) GROWTH AND INCOME
Seeks long-term growth and
income by investing in stocks
and bonds.
(arrow) GROWTH Seeks long-term
growth by investing mainly in
stocks.
(checkmark)
<r>EXPENSES & PERFORMANCE</r>

EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of a fund. See pages 10 and 16-22 for an explanation of how and
when these charges apply . Lower sales charges may be available for
accounts over $250,000.
Maximum sales charge on purchases
(as a % of offering price) 3.00%
Maximum sales charge on
reinvested dividends None
Deferred sales charge on
redemptions None
Exchange fee None
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee that varies based on its performance. It also incurs
other expenses for services such as maintaining shareholder records and
furnishing shareholder statements and fund reports. The fund's expenses are
factored into its share price or dividends and are not charged directly to
shareholder accounts (see page 24).
The following are projections based on historical expenses and are
calculated as a percentage of average net assets. A portion of the
brokerage commissions that the fund paid w as used to reduce fund
expenses. Without this reduction, the total fund operating expenses
would have been 1.34%.
Management fee .6 8 %
12b-1 fee None
Other expenses .64 %
Total fund operating expenses 1. 3 2%
EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
After 1 year $ 43
After 3 years $ 71
After 5 years $ 100
After 10 years $ 184
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
UNDERSTANDING
EXPENSES
Operating a mutual fund
involves a variety of
expenses for portfolio
management, shareholder
statements, tax reporting, and
other services. As an
investor, you pay some of
these costs directly (for
example, the fund's 3% sales
charge). Others are paid from
the fund's assets; the effect
of these other expenses is
already factored into any
quoted share price or return.
(checkmark)

FINANCIAL HIGHLIGHTS
The table that follows has been audited by Coopers & Lybrand,
independent accountants. Their unqualified report is included in the fund's
Annual Report. The Annual Report is incorporated by reference into (is
legally a part of) the Statement of Additional Information.
SELECTED PER-SHARE DATA

<TABLE>
<CAPTION>
<S> <C>
1. Fiscal year ended November 30, 1993 B

2.Net asset value, beginning of period $ 10.00

3.Income from Investment Operations

4. Net investment income (.01)

5. Net realized and unrealized gain (loss) on investments 1.98

6. Total from investment operations 1.97

7.Net asset value, end of period $ 11.97

8.Total r eturn C,D 19.70%

9.RATIOS AND SUPPLEMENTAL DATA

10.Net assets, end of period (000 omitted) $ 254,109

11.Ratio of expenses to average net assets E 1. 32 % A

12.Ratio of expenses to average net assets before expense reductions E 1. 34 % A

13.Ratio of net investment income to average net assets (. 10 )%
A

14.Portfolio turnover rate 204 % A

</TABLE>

A ANNUALIZED
BFROM DECEMBER 28, 1992 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30,
1993
CTHE TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE, AND FOR
PERIODS LESS THAN ONE YEAR IS NOT ANNUALIZED.
DTHE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN.
EFMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION
OF THE FUND'S EXPENSES.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
The fund's fiscal year runs from December 1 through November 30. The tables
below show the fund's performance over the past fiscal period compared to
two measures: investing in a broad selection of stocks (S&P 500), and
not investing at all (inflation, or CPI).
AVERAGE ANNUAL TOTAL RETURNS
Fiscal period ended Life of
November 30, 1993 fundA
New Millennium 21.43%
New Millennium
(load adj.B) 17.50%
S&P 500 8.44%
Consumer Price
Index 3.01%
CUMULATIVE TOTAL RETURNS
Fiscal period ended Life of
November 30, 1993 fundA
New Millennium 19.70%
New Millennium
(load adj.B) 16.11%
S&P 500 7.79%
Consumer Price
Index 2.75%
A FROM DECEMBER 28, 1992
B LOAD-ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING THE FUND'S 3% SALES
CHARGE.

UNDERSTANDING
PERFORMANCE
Because this fund invests in
stocks, its performance is
related to that of the overall
stock market. Historically,
stock market performance
has been characterized by
volatility in the short run and
growth in the long run.
(checkmark)
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results. Average annual total returns covering
periods of less than one year assume that performance will remain constant
for the rest of the year.
THE S&P 500(Registered trademark) is the Standard & Poor's 500
Composite Stock Price Index, a widely recognized, unmanaged index of common
stock prices. The S&P 500 figures assume reinvestment of all dividends
paid by stocks included in the index. They do not, however, include any
allowance for the brokerage commissions or other fees you would pay if you
actually invested in those stocks.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
Other illustrations of fund performance may show moving averages over
specified periods.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF FUTURE
PERFORMANCE.
YOUR ACCOUNT

DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country.
To reach Fidelity for general information, call these numbers:
(bullet) For mutual funds, 1-800-544-8888
(bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 75 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed at right.
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers the fund through a retirement program,
contact your employer for more information. Otherwise, call Fidelity
directly.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(bullet) Number of Fidelity mutual
funds: over 200
(bullet) Assets in Fidelity mutual
funds: over $200 billion
(bullet) Number of shareholder
accounts: over 15 million
(bullet) Number of investment
analysts and portfolio
managers: over 200
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANTS
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal age
and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION PLANS
allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.
(bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations.
(bullet) 401(K) PROGRAMS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
ONCE EACH BUSINESS DAY, TWO SHARE PRICES ARE CALCULATED FOR THE FUND: the
offering price and the net asset value (NAV). The offering price includes
the 3% sales charge, which you pay when you buy shares, unless you qualify
for a reduction or waiver as described on page 21 . When you buy
shares at the offering price, Fidelity deducts 3% and invests the rest at
the NAV.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page 11 . If there is no application
accompanying this prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(bullet) Mail in an application with a check, or
(bullet) Open your account by exchanging from another Fidelity fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also has its own investment procedures. Call 1-800-544-8888 for
more information and a retirement application.
If you buy shares by check or Fidelity Money Line(Registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity retirement accounts $500
TO ADD TO AN ACCOUNT $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500

UNDERSTANDING
SHARE PRICE
Let's say you invest $2,500 at
an offering price of $10. Of
the $10 offering price, 3%
($.30) is the sales charge,
and 97% ($9.70) represents
the NAV. The value of your
initial investment will be
$2,425 (250 shares worth
$9.70 each), and you will
have paid a sales charge of
$75.
(checkmark)
Row: 1, Col: 1, Value: 25.0
Row: 1, Col: 2, Value: 75.0
Row: 1, Col: 3, Value: 75.0
Row: 1, Col: 4, Value: 75.0
Row: 1, Col: 5, Value: 75.0
Row: 1, Col: 6, Value: 75.0
Row: 1, Col: 7, Value: 75.0
Row: 1, Col: 8, Value: 75.0
Row: 1, Col: 9, Value: 75.0
Row: 1, Col: 10, Value: 75.0
Row: 1, Col: 11, Value: 75.0
Row: 1, Col: 12, Value: 75.0
Row: 1, Col: 13, Value: 75.0
Row: 1, Col: 14, Value: 75.0
Row: 1, Col: 15, Value: 75.0
Row: 1, Col: 16, Value: 75.0
Row: 1, Col: 17, Value: 75.0
Row: 1, Col: 18, Value: 75.0
Row: 1, Col: 19, Value: 75.0
Row: 1, Col: 20, Value: 75.0
Row: 1, Col: 21, Value: 75.0
Row: 1, Col: 22, Value: 75.0
Row: 1, Col: 23, Value: 75.0
Row: 1, Col: 24, Value: 75.0
Row: 1, Col: 25, Value: 75.0
Row: 1, Col: 26, Value: 75.0
Row: 1, Col: 27, Value: 75.0
Row: 1, Col: 28, Value: 75.0
Row: 1, Col: 29, Value: 75.0
Row: 1, Col: 30, Value: 75.0
Row: 1, Col: 31, Value: 75.0
Row: 1, Col: 32, Value: 75.0
Row: 1, Col: 33, Value: 75.0
Row: 1, Col: 34, Value: 75.0
$2,500 Investment
3% sales charge = $75
Value of Investment = $2,425

<TABLE>
<CAPTION>
<S> <C> <C>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

PHONE (bullet) Exchange from another (bullet) Exchange from another
1-800-544-7777 Fidelity fund account Fidelity fund account
with the same with the same
registration, including registration, including
name, address, and name, address, and
taxpayer ID number. taxpayer ID number.
(bullet) Use Fidelity Money
Line to transfer from
your bank account. Call
before your first use to
verify that this service
is in place on your
account. Maximum
Money Line: $50,000.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
MAIL (bullet) Complete and sign the (bullet) Make your check
application. Make your payable to "Fidelity New
check payable to Millennium Fund."
"Fidelity New Indicate your fund
Millennium Fund." Mail account number on
to the address your check and mail to
indicated on the the address printed on
application. your account statement.
(bullet) Exchange by mail: call
1-800-544-6666 for
instructions.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
IN PERSON (bullet) Bring your application (bullet) Bring your check to a
and check to a Fidelity Fidelity Investor Center.
Investor Center. Call Call 1-800-544-9797 for
1-800-544-9797 for the the center nearest you.
center nearest you.

</TABLE>

WIRE (bullet) Call 1-800-544-7777 to (bullet) Not available for
set up your account retirement accounts.
and to arrange a wire (bullet) Wire to:
transaction. Not Bankers Trust
available for retirement Company,
accounts. Bank Routing
(bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify "Fidelity New
Bank Routing Millennium Fund" and
#021001033, include your account
Account #00163053. number and your
Specify "Fidelity New name.
Millennium Fund" and
include your new
account number and
your name.

<TABLE>
<CAPTION>
<S> <C> <C>
AUTOMATICALLY (bullet) Not available. (bullet) Use Fidelity Automatic
Account Builder. Sign
up for this service
when opening your
account, or
call 1-800-544-6666 to
add it.

TDD - SERVICE FOR THE DEAF AND HEARING-IMPAIRED: 1-800-544-0118

</TABLE>

HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open ($500 for retirement
accounts).
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(bullet) You wish to redeem more than $100,000 worth of shares,
(bullet) Your account registration has changed within the last 30 days,
(bullet) The check is being mailed to a different address than the one on
your account (record address),
(bullet) The check is being made payable to someone other than the account
owner, or
(bullet) The redemption proceeds are being transferred to a Fidelity
account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(bullet) Your name,
(bullet) The fund's name,
(bullet) Your fund account number,
(bullet) The dollar amount or number of shares to be redeemed, and
(bullet) Any other applicable requirements listed in the table at right.
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to:
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
ACCOUNT TYPE SPECIAL REQUIREMENTS

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PHONE All account types (bullet) Maximum check request:
1-800-544-7777 except retirement $100,000.
(bullet) For Money Line transfers to
All account types your bank account; minimum:
none; maximum: $100,000.
(bullet) You may exchange to other
Fidelity funds if both
accounts are registered with
the same name(s), address,
and taxpayer ID number.

MAIL OR IN PERSON Individual, Joint (bullet) The letter of instruction must
Tenant, be signed by all persons
Sole Proprietorship required to sign for
, UGMA, UTMA transactions, exactly as their
Retirement account names appear on the
account.
(bullet) The account owner should
Trust complete a retirement
distribution form. Call
1-800-544-6666 to request
one.
Business or (bullet) The trustee must sign the
Organization letter indicating capacity as
trustee. If the trustee's name
is not in the account
registration, provide a copy of
the trust document certified
Executor, within the last 60 days.
Administrator, (bullet) At least one person
Conservator, authorized by corporate
Guardian resolution to act on the
account must sign the letter.
(bullet) Include a corporate
resolution with corporate seal
or a signature guarantee.
(bullet) Call 1-800-544-6666 for
instructions.

WIRE All account types (bullet) You must sign up for the wire
except retirement feature before using it. To
verify that it is in place, call
1-800-544-6666. Minimum
wire: $5,000.
(bullet) Your wire redemption request
must be received by Fidelity
before 4 p.m. Eastern time
for money to be wired on the
next business day.

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TDD - SERVICE FOR THE DEAF AND HEARING-IMPAIRED: 1-800-544-0118

</TABLE>

24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT
ASSISTANCE
1-800-544-4774
AUTOMATED SERVICE
(checkmark)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. The shares you exchange will
carry credit for any sales charge you previously paid in connection with
their purchase.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For complete policies and
restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page 20.
SYSTEMATIC WITHDRAWAL PLANS let you set up monthly or quarterly redemptions
from your account. Because of the fund's sales charge, you may not want to
set up a systematic withdrawal plan during a period when you are buying
shares on a regular basis.
FIDELITY MONEY LINE(Registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS

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FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND

MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly or (bullet) For a new account, complete the
quarterly appropriate section on the fund
application.
(bullet) For existing accounts, call
1-800-544-6666 for an application.
(bullet) To change the amount or frequency of
your investment, call 1-800-544-6666 at
least three business days prior to your
next scheduled investment date.

DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA

MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Every pay (bullet) Check the appropriate box on the fund
period application, or call 1-800-544-6666 for an
authorization form.
(bullet) Changes require a new authorization
form.

FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND

MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly, (bullet) To establish, call 1-800-544-6666 after
bimonthly, both accounts are opened.
quarterly, or (bullet) To change the amount or frequency of
annually your investment, call 1-800-544-6666.

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A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.

</TABLE>

DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends and capital gains are
distributed in January and December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
4. DIRECTED DIVIDENDS(Registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
SHARES PURCHASED THROUGH REINVESTMENT of dividend and capital gain
distributions are not subject to the fund's 3% sales charge. Likewise, if
you direct distributions to a fund with a 3% sales charge, you will not pay
a sales charge on those purchases.
When the fund deducts a distribution from its NAV, the reinvestment price
is the fund's NAV at the close of business that day. Cash distribution
checks will be mailed within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
The fund earns dividends
from stocks and interest from
bond, money market, and
other investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund
realizes capital gains
whenever it sells securities
for a higher price than it paid
for them. These are passed
along as CAPITAL GAIN
DISTRIBUTIONS.
(checkmark)
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
<r>SHAREHOLDER AND ACCOUNT POLICIES</r>

TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's net asset value and
offering price as of the close of business of the NYSE, normally 4 p.m.
Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
The fund's assets are valued primarily on the basis of market quotations.
If quotations are not readily available, assets are valued by a method that
the Board of Trustees believes accurately reflects fair value. Foreign
securities are valued on the basis of quotations from the primary market in
which they are traded, and are translated from the local currency into U.S.
dollars using current exchange rates.
THE OFFERING PRICE (price to buy one share) is the fund's NAV plus a sales
charge. The sales charge is 3% of the offering price, or 3.09% of the net
amount invested. The REDEMPTION PRICE (price to sell one share) is the
fund's NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Note that Fidelity will
not be responsible for any losses resulting from unauthorized transactions
if it follows reasonable procedures designed to verify the identity of the
caller. Fidelity will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page 20 . Purchase orders may be refused if, in FMR's opinion,
they are of a size that would disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(bullet) All of your purchases must be made in U.S. dollars and checks
must be drawn on U.S. banks.
(bullet) Fidelity does not accept cash.
(bullet) When making a purchase with more than one check, each check must
have a value of at least $50.
(bullet) The fund reserves the right to limit the number of checks
processed at one time.
(bullet) If your check does not clear, your purchase will be cancelled and
you could be liable for any losses or fees the fund or its transfer agent
has incurred.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
YOU MAY BUY SHARES OF THE FUND (AT THE OFFERING PRICE) OR SELL THEM THROUGH
A BROKER, who may charge you a fee for this service. If you invest through
a broker or other institution, read its program materials for any
additional service features or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
Fidelity Distributors Corporation (FDC) may enter confirmed purchase orders
on behalf of customers by phone, with payment to follow no later than the
time when the fund is priced on the following business day. If payment is
not received by that time, the financial institution could be held liable
for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(bullet) Normally, redemption proceeds will be mailed to you on the next
business day, but if making immediate payment could adversely affect the
fund, it may take up to seven days to pay you.
(bullet) Fidelity Money Line redemptions generally will be credited to
your bank account on the second or third business day after your phone
call.
(bullet) The fund may hold payment on redemptions until it is reasonably
satisfied that investments made by check or Fidelity Money Line have been
collected, which can take up to seven business days.
(bullet) Redemptions may be suspended or payment dates postponed when the
NYSE is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC collects the proceeds from the fund's 3% sales charge and may pay a
portion of them to securities dealers who have sold the fund's shares, or
to others, including banks and other financial institutions (qualified
recipients), under special arrangements in connection with FDC's sales
activities. The sales charge paid to qualified
recipients is 2.75% of the fund's offering price.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(bullet) The fund you are exchanging into must be registered for sale in
your state.
(bullet) You may only exchange between accounts that are registered in the
same name, address, and taxpayer identification number.
(bullet) Before exchanging into a fund, read its prospectus.
(bullet) If you exchange into a fund with a sales charge, you pay the
percentage-point difference between that fund's sales charge and any sales
charge you have previously paid in connection with the shares you are
exchanging. For example, if you had already paid a sales charge of 2% on
your shares and you exchange them into a fund with a 3% sales charge, you
would pay an additional 1% sales charge.
(bullet) Exchanges may have tax consequences for you.
(bullet) Because excessive trading can hurt fund performance and
shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(bullet) The exchange limit may be modified for accounts in certain
institutional retirement plans to conform to plan exchange limits and
Department of Labor regulations. See your plan materials for further
information.
(bullet) The fund reserves the right to refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to invest
the money effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
(bullet) Your exchanges may be restricted or refused if the fund receives
or anticipates simultaneous orders affecting significant portions of the
fund's assets. In particular, a pattern of exchanges that coincide with a
"market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
SALES CHARGE REDUCTIONS AND WAIVERS
REDUCTIONS. The fund's sales charge may be reduced if you invest
directly with Fidelity or through prototype or prototype-like retirement
plans sponsored by FMR or FMR Corp. The amount you invest, plus the value
of your account, must fall within the ranges shown below. However,
purchases made with assistance or intervention from a financial
intermediary are not eligible. Call Fidelity to see if your purchase
qualifies.
Net amount
Ranges Sales charge invested
$0 - 249,000 3% 3.09%
$250,000 - 499,999 2% 2.04%
$500,000 - 999,999 1% 1.01%
$1,000,000 or more none none
The sales charge will also be reduced by the percentage of any sales charge
you previously paid on investments in other Fidelity funds (not including
Fidelity's Foreign Currency f unds). Similarly, your shares carry
credit for any sales charge you would have paid if the reductions in the
table above had not been available. These sales charge credits only
apply to purchases made in one of the ways listed below, and only if
you continuously owned Fidelity fund shares or a Fidelity brokerage core
account, or participated in The CORPORATEplan for Retirement
Program .
1. By exchange from another Fidelity fund.
2. With proceeds of a transaction within a Fidelity brokerage core
account, including any free credit balance, core money market fund, or
margin availability, to the extent such proceeds were derived from
redemption proceeds from another fidelity fund.
3. With redemption proceeds from one of Fidelity's Foreign Currency
Funds, if the Foreign Currency Fund shares were originally purchased with
redemption proceeds from a Fidelity fund.
4. Through the Directed Dividends Option (see page 16).
5. By participants in The CORPORATE-plan for Retirement Program when
shares are purchased through plan-qualified loan repayments, and for
exchanges into and out of the Managed Income Portfolio.
WAIVERS. The fund's sales charge will not apply:
1. If you buy shares as part of an employee benefit plan having more than
200 eligible employees or a minimum of $3 million in plan assets invested
in Fidelity mutual funds. Plan sponsors are encouraged to notify Fidelity
when they first satisfy either of these requirements.
2. To shares in a Fidelity Rollover IRA account purchased with the proceeds
of a distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan that
both qualified for waiver (1) above and had at least some of its assets
invested in Fidelity-managed products.
3. If you are a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code) investing $100,000 or more.
4. If you purchase shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code).
5. If you are an investor participating in the Fidelity Trust Portfolios
program.
6. To shares purchased through Portfolio Advisory Services.
7. If you are a current or former trustee or officer of a Fidelity fund or
a current or retired officer, director, or full-time employee of FMR Corp.
or its direct or indirect subsidiaries (a Fidelity Trustee or employee),
the spouse of a Fidelity trustee or employee, a Fidelity trustee or
employee acting as custodian for a minor child, or a person acting as
trustee of a trust for the sole benefit of the minor child of a Fidelity
trustee or employee.
8. If you are a bank trust officer, registered representative, or other
employee of a qualified recipient, as defined on page 19 .
These waivers must be qualified through FDC in advance. More detailed
information about waivers (1), (2), and (5), is contained in the Statement
of Additional Information. A representative of your plan or organization
should call Fidelity for more information.
<r>THE FUND IN DETAIL</r>

CHARTER
NEW MILLENNIUM IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. In technical terms, the fund
is currently a diversified fund of Fidelity Mt. Vernon Street Trust, an
open-end management investment company organized as a Massachusetts
business trust on October 12, 1982.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. You are entitled to one vote for each
share you own.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs. Fidelity Management & Research (U.K.)
Inc. (FMR U.K.) and Fidelity Management & Research (Far East) Inc. (FMR
Far East) assist FMR with foreign investments.
Neal Miller is manager of New Millennium, which he has managed since it
started in December 1992. He also manages the Aggressive Equity Discipline
for the trust company. Previously Mr. Miller managed Special Equity
Discipline. Before joining Fidelity in 1988, he was a portfolio manager and
managing director at Chase Investors Management Corp.
FDC distributes and markets Fidelity's funds and services. Fidelity Service
Co. (FSC) performs transfer agent servicing functions for the fund.
FMR Corp. is the parent company of these organizations. Through ownership
of voting common stock, Edward C. Johnson 3rd (President and a trustee of
the trust), Johnson family members, and various trusts for the benefit of
the Johnson family form a controlling group with respect to FMR Corp.
A broker-dealer may use a portion of the commissions paid by the fund to
reduce the fund's custodian or transfer agent fees. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry
out the fund's transactions , provided that the fund receives services
and commission rates comparable to those of other broker-dealers.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assi s tance with these services. The fund also pays OTHER EXPENSES,
which are explained on page 25.
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The amount of
the fee is determined by taking a BASIC FEE and then applying a PERFORMANCE
ADJUSTMENT. The performance adjustment either increases or decreases the
management fee, depending on how well the fund has performed relative to
the S&P 500.
Manage = Ba +/- Performa
ment sic nce
fee fee adjustme
nt

THE BASIC FEE RATE (calculated monthly) is calculated by adding a group fee
rate to an individual fund fee rate, and multiplying the result by the
fund's average net assets. The group fee rate is based on the average net
assets of all the mutual funds advised by FMR. This rate cannot rise above
.52%, and it drops as total assets under management increase.
For November 1993, the group fee rate was .3 3 %. The individual fund
fee rate is .35%. The basic fee rate for fiscal 1993 was .63%.
THE PERFORMANCE ADJUSTMENT RATE is calculated monthly by comparing the
fund's performance to that of the S&P 500 . The performance
period began on January 1, 1993 and will eventually span 36 months, but the
performance adjustment did not take effect until December 1, 1993. The
difference is translated into a dollar amount that is added to or
subtracted from the basic fee. The maximum annualized performance
adjustment rate is ".20%.
The annualized total management fee for fiscal 1993 was .6 8 % .
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on companies
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
UNDERSTANDING THE
MANAGEMENT FEE
The basic fee FMR receives
is designed to be responsive
to changes in FMR's total
assets under management.
Building this variable into the
fee calculation assures
shareholders that they will
pay a lower rate as FMR's
assets under management
increase.
A nother variable, the
performance adjustment,
rewards FMR when the fund
outperforms the S&P
500 (an established index of
stock market performance)
and reduces FMR's fee when
the fund underperforms this
index.
(checkmark)
OTHER EXPENSES
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well.
The fund contracts with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing the fund's investments, and handling securities loans. In fiscal
1993, the fund paid FSC fees equal to .51 % of its average net
assets, on an annualized basis.
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity.
The fund's annualized portfolio turnover rate for fiscal 1993 was
204 %. This rate varies from year to year. High turnover rates
increase transaction costs and may increase taxable capital gains. FMR
considers these effects when evaluating the anticipated benefits of
short-term investing.
INVESTMENT PRINCIPLES
THE FUND SEEKS CAPITAL APPRECIATION over the long term by investing
in all types of equity securities, including common stocks, preferred
stocks, and securities that are convertible into stock s , although
the fund may also invest in other types of securities.
The fund's management style focuses on identifying future beneficiaries of
social and economic change. FMR examines social attitudes, legislative
actions, economic plans, product innovation, demographics, and other
factors to learn what underlying trends are shaping the marketplace. Based
on its interpretation of these trends, FMR tries to identify the industries
and companies that will benefit, and then analyzes the fundamental values
of each potential investment.
FMR favors domestic and foreign companies that show the potential for
stronger-than-expected earnings or growth. FMR also emphasizes industries
that are undervalued or out-of-favor. These strategies typically lead to
investments in small- and medium-sized companies, which can be more risky
than larger companies.
THE FUND WILL SPREAD INVESTMENT RISK by limiting its holdings in any one
company or industry. FMR may use various investment techniques to hedge the
fund's risks, but there is no guarantee that these strategies will work as
FMR intends. When you sell your shares, they may be worth more or less than
what you paid for them.
FMR normally invests the fund's assets according to its investment
strategy. When FMR considers it appropriate, however, it may temporarily
invest substantially in investment-grade debt securities and money market
instruments.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, and strategies FMR may employ in
pursuit of the fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
fund achieve its goal. As a shareholder, you will receive financial reports
every six months detailing fund holdings and describing recent investment
activities.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. This ownership interest
often gives the fund the right to vote on measures affecting the company's
organization and operations. Although common stocks have a history of
long-term growth in value, their prices tend to fluctuate in the short
term, particularly those of smaller companies.
RESTRICTIONS: With respect to 75% of total assets, the fund may not own
more than 10% of the outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. Debt
securities, loans, and other direct debt have varying degrees of quality
and varying levels of sensitivity to changes in interest rates. Longer-term
bonds are generally more sensitive to interest rate changes than short-term
bonds.
RESTRICTIONS: The fund does not currently intend to invest more than
5% of its assets in lower-qual i ty debt securities , commonly
called "junk bonds". (Those rated below Baa by Moody's or BBB by
S&P, and unrated securities judged by FMR to be of equivalent
quality.)
FOREIGN SECURITIES and foreign currencies may involve additional risks.
These include currency fluctuations, risks relating to political or
economic conditions in the foreign country, and the potentially less
stringent investor protection and disclosure standards of foreign markets.
In addition to the political and economic factors that can affect
foreign securities, a governmental issuer may be unwilling to repay
principal and interest when due, and may require that the conditions for
payment be renegotiated. These factors could make foreign investments,
especially those in developing countries, more volatile.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of other securities may be subject to legal restrictions.
Difficulty in selling securities may result in a loss or may be costly to
the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS: With respect to 75% of total assets, the fund may not invest
more than 5% of its total assets in any one issuer. The fund also may not
invest more than 25% of its total assets in any one industry. These
limitations do not apply to U.S. government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
FBSI, an affiliate of FMR, is a means of earning income. This practice
could result in a loss or a delay in recovering the fund's securities. The
fund may also lend money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval.
The fund seeks capital appreciation. With respect to 75% of total assets,
the fund may not invest more than 5% of its total assets in any one issuer
and may not own more than 10% of the outstanding voting securities of a
single issuer. The fund may not invest more than 25% of its total assets in
any one industry. The fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 33% of its total assets. Loans, in
the aggregate, may not exceed 33% of the fund's total assets.

This prospectus is printed on recycled paper using soy-based inks.
FIDELITY NEW MILLENNIUMTM FUND
A FUND OF FIDELITY MT. VERNON STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 20, 1994
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated January 20, 1994). Please retain this
document for future reference. The Annual Report for the fiscal period
ended November 30, 1993 is incorporated herein by reference. To obtain an
additional copy of the Prospectus or the Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE
Investment Policies and Limitations

Portfolio Transactions

Valuation of Portfolio Securities

Performance

Additional Purchase and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contract

Contracts With Companies Affiliated With FMR

Description of the Trust

Financial Statements

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (Far East) Inc. (FMR Far East)
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Co. (FSC)
NMF-ptb-194

INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in
values, net assets, or other circumstances will not be considered when
determining whether the investment complies with the fund's investment
policies and limitations.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, except for the fundamental investment limitations set forth below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (i) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (ii) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the fund in units or
attached to securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 7.
AFFILIATED BANK TRANSACTIONS. Pursuant to exemptive orders issued by the
Securities and Exchange Commission (SEC), the fund may engage in
transactions with banks that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. Such
transactions may be entered into only pursuant to procedures established
and periodically reviewed by the Board of Trustees. These transactions may
include repurchase agreements with custodian banks; purchases, as
principal, of short-term obligations of, and repurchase agreements with,
the 50 largest U.S. banks (measured by deposits); transactions in municipal
securities; and transactions in U.S. government securities with affiliated
banks that are primary dealers in these securities.
FUND'S RIGHTS AS A SHAREHOLDER. The fund does not intend to direct or
administer the day-to-day operations of any company. The fund, however,
may exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that the fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is increasingly
prone to litigation and it is possible that the fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against the fund and the risk of actual liability if the fund is involved
in litigation. No guarantee can be made, however, that litigation against
the fund will not be undertaken or liabilities incurred.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed-upon price on an agreed-upon date within a number of days from
the date of purchase. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement involves the
obligation of the seller to pay the agreed-upon price, which obligation is
in effect secured by the value (at least equal to the amount of the
agreed-upon resale price and marked to market daily) of the underlying
security. The fund may engage in a repurchase agreement with respect to
any security in which it is authorized to invest. While it does not
presently appear possible to eliminate all risks from these transactions
(particularly the possibility of a decline in the market value of the
underlying securities, as well as delays and costs to the fund in
connection with bankruptcy proceedings), it is the fund's current policy to
limit repurchase agreement transactions to those parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
INTERFUND BORROWING PROGRAM. The fund has received permission from the SEC
to lend money to and borrow from other funds advised by FMR or its
affiliates. Interfund loans and borrowings normally will extend overnight,
but can have a maximum duration of seven days. Loans may be called on one
day's notice. The fund will lend through the program only when the returns
are higher than those available at the same time from other short-term
instruments (such as repurchase agreements), and will borrow through the
program only when the costs are equal to or lower than the cost of bank
loans. The fund may have to borrow from a bank at a higher interest rate
if an interfund loan is called or not renewed. Any delay in repayment to a
lending fund could result in a lost investment opportunity or additional
borrowing costs.
SECURITIES LENDING. The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may
be delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that the fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which the fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
LOWER-RATED DEBT SECURITIES. The fund may purchase lower-rated debt
securities (those rated Ba or lower by Moody's Investors Service, Inc. or
BB or lower by Standard & Poor's Corporation) that have poor protection
with respect to the payment of interest and repayment of principal. These
securities are often considered to be speculative and involve greater risk
of loss or price changes due to changes in the issuer's capacity to pay.
The market prices of lower-rated debt securities may fluctuate more than
those of higher-rated debt securities and may decline significantly in
periods of general economic difficulty, which may follow periods of rising
interest rates.
While the market for high-yield corporate debt securities has been in
existence for many years and has weathered previous economic downturns, the
1980s brought a dramatic increase in the use of such securities to fund
highly leveraged corporate acquisitions and restructurings. Past
experience may not provide an accurate indication of the future performance
of the high-yield bond market, especially during periods of economic
recession. In fact, from 1989 to 1991, the percentage of lower-rated
securities that defaulted rose significantly above prior levels although
the default rate decreased in 1992.
The market for lower-rated debt securities may be thinner and less active
than that for higher-rated debt securities, which can adversely affect the
prices at which the former are sold. If market quotations are not
available, lower-rated debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-rated debt
securities and the fund's ability to dispose of these securities.
Since the risk of default is higher for lower-rated debt securities, FMR's
research and credit analysis are an especially important part of managing
securities of this type held by the fund. In considering investments for
the fund, FMR will attempt to identify those issuers of high-yielding
securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. FMR's
analysis focuses on relative values based on such factors as interest or
dividend coverage, asset coverage, earnings prospects, and the experience
and managerial strength of the issuer.
The fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment). Investments currently considered
by the fund to be illiquid include repurchase agreements not entitling the
holder to payment of principal and interest within seven days,
over-the-counter options, and non-government stripped fixed-rate
mortgage-backed securities. Also, FMR may determine some restricted
securities, government-stripped fixed-rate mortgage-backed securities,
loans and other direct debt instruments, and swap agreements to be
illiquid. However, with respect to over-the-counter options the fund
writes, all or a portion of the value of the underlying instrument may be
illiquid depending on the assets held to cover the option and the nature
and terms of any agreement the fund may have to close out the option before
expiration. In the absence of market quotations, illiquid investments are
priced at fair value as determined in good faith by a committee appointed
by the Board of Trustees. If through a change in values, net assets, or
other circumstances, the fund were in a position where more than 10% of its
net assets were invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time the fund may be permitted
to sell a security under an effective registration statement. If, during
such a period, adverse market conditions were to develop, the fund might
obtain a less favorable price than prevailed when it decided to seek
registration of the security.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts owed by a
corporate, governmental, or other borrower to another party. They may
represent amounts owed to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve a risk
of loss in case of default or insolvency of the borrower and may offer less
legal protection to the fund in the event of fraud or misrepresentation.
In addition, loan participations involve a risk of insolvency of the
lending bank or other financial intermediary. Direct debt instruments may
also include standby financing commitments that obligate the fund to supply
additional cash to the borrower on demand.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long- or
short-term interest rates. (in the U.S. or abroad), foreign currency
values, mortgage securities, corporate borrowing rates, or other factors
such as security prices or inflation rates. Swap agreements can take many
different forms and are known by a variety of names. The fund is not
limited to any particular form of swap agreement if FMR determines it is
consistent with the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains
the right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines
elements of buying a cap and selling a floor.
Swap agreements will tend to shift the fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the fund. If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's
creditworthiness declined, the value of a swap agreement would be likely to
decline, potentially resulting in losses. The fund expects to be able to
eliminate its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If the
fund enters into a swap agreement on a net basis, it will segregate assets
with a daily value at least equal to the excess, if any, of the fund's
accrued obligations under the swap agreement over the accrued amount the
fund is entitled to receive under the agreement. If the fund enters into a
swap agreement on other than a net basis, it will segregate assets with a
value equal to the full amount of the fund's accrued obligations under the
agreement.
INDEXED SECURITIES. The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
U.S. and abroad. At the same time, indexed securities are subject to the
credit risks associated with the issuer of the security, and their values
may decline substantially if the issuer's creditworthiness deteriorates.
Recent issuers of indexed securities have included banks, corporations, and
certain U.S. government agencies. Indexed securities may be more volatile
than the underlying instruments.
FOREIGN INVESTMENTS. Foreign investments can involve significant risks in
addition to the risks inherent in U.S. investments. The value of
securities denominated in or indexed to foreign currencies, and of
dividends and interest from such securities, can change significantly when
foreign currencies strengthen or weaken relative to the U.S. dollar.
Foreign securities markets generally have less trading volume and less
liquidity than U.S. markets, and prices on some foreign markets can be
highly volatile. Many foreign countries lack uniform accounting and
disclosure standards comparable to those applicable to U.S. companies, and
it may be more difficult to obtain reliable information regarding an
issuer's financial condition and operations. In addition, the costs of
foreign investing, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than for U.S. investments.
Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers, and securities markets may be subject to less
government supervision. Foreign security trading practices, including
those involving the release of assets in advance of payment, may involve
increased risks in the event of a failed trade or the insolvency of a
broker-dealer, and may involve substantial delays. It may also be
difficult to enforce legal rights in foreign countries.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention.
There may be a greater possibility of default by foreign governments or
foreign government-sponsored enterprises. Investments in foreign countries
also involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects.
The considerations noted above generally are intensified for investments in
developing countries. Developing countries may have relatively unstable
governments, economies based on only a few industries, and securities
markets that trade a small number of securities.
The fund may invest in foreign securities that impose restrictions on
transfer within the U.S. or to U.S. persons. Although securities subject
to transfer restrictions may be marketable abroad, they may be less liquid
than foreign securities of the same class that are not subject to such
restrictions.
American Depositary Receipts and European Depositary Receipts (ADRs and
EDRs) are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar financial institution. Designed
for use in U.S. and European securities markets, respectively, ADRs and
EDRs are alternatives to the purchase of the underlying securities in their
national markets and currencies.
FOREIGN CURRENCY TRANSACTIONS. The fund may hold foreign currency deposits
from time to time, and may convert dollars and foreign currencies in the
foreign exchange markets. Currency conversion involves dealer spreads and
other costs, although commissions usually are not charged. Currencies may
be exchanged on a spot (i.e., cash) basis, or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. Forward contracts generally are traded in an inter bank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
The fund may use currency forward contracts to manage currency risks and to
facilitate transactions in foreign securities. The following discussion
summarizes the principal currency management strategies involving forward
contracts that could be used by the fund.
In connection with purchases and sales of securities denominated in foreign
currencies, the fund may enter into currency forward contracts to fix a
definite price for the purchase or sale in advance of the trade's
settlement date. This technique is sometimes referred to as a "settlement
hedge" or "transaction hedge." FMR expects to enter into settlement hedges
in the normal course of managing the fund's foreign investments. The fund
could also enter into forward contracts to purchase or sell a foreign
currency in anticipation of future purchases or sales of securities
denominated in foreign currency, even if the specific investments have not
yet been selected by FMR.
The fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For
example, if the fund owned securities denominated in pounds sterling, it
could enter into a forward contract to sell pounds sterling in return for
U.S. dollars to hedge against possible declines in the pound's value. Such
a hedge, sometimes referred to as a "position hedge," would tend to offset
both positive and negative currency fluctuations, but would not offset
changes in security values caused by other factors. The fund could also
hedge the position by selling another currency expected to perform
similarly to the pound sterling - for example, by entering into a forward
contract to sell Deutschemarks or European Currency Units in return for
U.S. dollars. This type of hedge, sometimes referred to as a "proxy
hedge," could offer advantages in terms of cost, yield, or efficiency, but
generally would not hedge currency exposure as effectively as a simple
hedge into U.S. dollars. Proxy hedges may result in losses if the currency
used to hedge does not perform similarly to the currency in which the
hedged securities are denominated.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of forward currency contracts will depend on FMR's skill in
analyzing and predicting currency values. Forward contracts may
substantially change the fund's investment exposure to changes in currency
exchange rates, and could result in losses to the fund if currencies do not
perform as FMR anticipates. For example, if a currency's value rose at a
time when FMR had hedged the fund by selling that currency in exchange for
dollars, the fund would be unable to participate in the currency's
appreciation. If FMR hedges currency exposure through proxy hedges, the
fund could realize currency losses from the hedge and the security position
at the same time if the two currencies do not move in tandem. Similarly,
if FMR increases the fund's exposure to a foreign currency, and that
currency's value declines, the fund will realize a loss. There is no
assurance that FMR's use of forward currency contracts will be advantageous
to the fund or that it will hedge at an appropriate time. The policies
described in this section are non-fundamental policies of the fund.
SHORT SALES "AGAINST THE BOX". If the fund enters into a short sale
against the box, it will be required to set aside securities equivalent in
kind and amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. The fund will incur
transaction costs, including interest expense, in connection with opening,
maintaining, and closing short sales against the box.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Section 4.5 of the
regulations under the Commodity Exchange Act, which limits the extent to
which the fund can commit assets to initial margin deposits and option
premiums.
In addition, the fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information may be
changed as regulatory agencies permit.
FUTURES CONTRACTS. When the fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future date.
When the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's 500 Composite Stock
Price Index (S&P 500). Futures can be held until their delivery dates,
or can be closed out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a
futures contract, by contrast, the value of its futures position will tend
to move in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund
pays the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the fund assumes the obligation to pay
the strike price for the option's underlying instrument if the other party
to the option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those
of writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
COMBINED POSITIONS. The fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position. For example, the fund may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a
futures contract. Another possible combined position would involve writing
a call option at one strike price and buying a call option at a lower
price, in order to reduce the risk of the written call option in the event
of a substantial price increase. Because combined options positions
involve multiple trades, they result in higher transaction costs and may be
more difficult to open and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which it typically invests,
which involves a risk that the options or futures position will not track
the performance of the fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or futures
contract at any particular time. Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions. If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows the
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The
fund may purchase and sell currency futures and may purchase and write
currency options to increase or decrease its exposure to different foreign
currencies. The fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the fund against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply
with guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in
a segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of
the fund's assets could impede portfolio management or the fund's ability
to meet redemption requests or other current obligations.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract. FMR is also responsible for the placement of transaction orders
for other investment companies and accounts for which it or its affiliates
act as investment adviser. In selecting broker-dealers, subject to
applicable limitations of the federal securities laws, FMR will consider
various relevant factors, including, but not limited to, the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions ; and arrangements for payment of fund
expenses . Commissions for foreign investments traded on foreign
exchanges generally will be higher than for U.S. investments and may not be
subject to negotiation.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of such
research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
the fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the fund and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or other Fidelity funds to the
extent permitted by law. FMR may use research services provided by and
place agency transactions with Fidelity Brokerage Services, Inc. (FBSI) and
Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services.
FMR will allocate brokerage transactions to broker-dealers who have
entered into arrangements with FMR under which the broker-dealer allocates
a portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees of FSC or custodian fees. The
transaction quality must, however, be comparable to those of other
qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, except in accordance with
regulations of the Securities and Exchange Commission. Pursuant to such
regulations, the Board of Trustees has approved a written agreement that
permits FBSI to effect portfolio transactions on national securities
exchanges and to retain compensation in connection with such transactions.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For the fiscal period December 28, 1992 (commencement of operations)
through November 30, 1993, the fund's annualized portfolio turnover rate
was 204 %.
For fiscal 1993 the fund paid brokerage commissions of $930,760 .
During fiscal 1993, approximately $660,854 or 71 % of these
commissions were paid to brokerage firms that provided research services,
although the provision of such services was not necessarily a factor in the
placement of all of this business with such firms. The fund pays both
commissions and spreads in connection with the placement of portfolio
transaction; FBSI is paid on a commission basis. During fiscal 1993, the
fund paid brokerage commissions of $128,941 to FBSI. This amounted
to approximately 13.85% of the aggregate dollar amount of
transactions in which the fund paid brokerage commissions. The difference
in the percentage of brokerage commissions paid to and the percentage of
the dollar amount of transactions effected through FBSI is a result of the
low commission rates charged by FBSI.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine, in the exercise of their business judgment,
whether it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with a formula considered by the officers of the funds involved to be
equitable to each fund. In some cases this system could have a detrimental
effect on the price or value of a security as far as the fund is concerned.
In other cases, however, the ability of the fund to participate in volume
transactions will produce better executions and prices for the fund. It is
the current opinion of the Trustees that the desirability of retaining FMR
as investment adviser to the fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the
primary market or exchange on which they trade. Equity securities for
which the primary market is the U.S. are valued at last sale price or, if
no sale has occurred, at the closing bid price. Equity securities for
which the primary market is outside the U.S. are valued using the official
closing price or the last sale price in the principal market where they are
traded. If the last sale price (on the local exchange) is unavailable, the
last evaluated quote or last bid price is normally used. Short-term
securities are valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value. Fixed-income
securities are valued primarily by a pricing service that uses a vendor
security valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques. This twofold
approach is believed to more accurately reflect fair value because it takes
into account appropriate factors such as institutional trading in similar
groups of securities, yield, quality, coupon rate, maturity, type of issue,
trading characteristics, and other market data, without exclusive reliance
upon quoted, exchange, or over-the counter prices. Use of pricing services
has been approved by the Board of Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as
well as corporate bonds, U.S. government securities, money market
instruments, and repurchase agreements, is substantially completed each day
at the close of the NYSE. The values of any such securities held by the
fund are determined as of such time for the purpose of computing the fund's
net asset value. Foreign security prices are furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currency into
U.S. dollars. Any changes in the value of forward contracts due to
exchange rate fluctuations and days to maturity are included in the
calculation of net asset value. If an extraordinary event that is expected
to materially affect the value of a portfolio security occurs after the
close of an exchange on which that security is traded, then the security
will be valued as determined in good faith by a committee appointed by the
Board of Trustees.
PERFORMANCE
The fund may quote its performance in various ways. All performance
information supplied by the fund in advertising is historical and is not
intended to indicate future returns. The fund's share price and total
returns fluctuate in response to market conditions and other factors, and
the value of fund shares when redeemed may be more or less than their
original cost.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's returns, including the effect of reinvesting
dividends and capital gain distributions, and any change in the fund's net
asset value per share (NAV) over the period. Average annual returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in the fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative return of 100% over
ten years would produce an average annual return of 7.18%, which is the
steady annual rate of return that would equal 100% growth on a compounded
basis in ten years. Average annual returns covering periods of less than
one year are calculated by determining the fund's total return for the
period, extending that return for a full year (assuming that performance
remains constant over the year), and quoting the result as an annual
return. While average annual returns are a convenient means of comparing
investment alternatives, investors should realize that the fund's
performance is not constant over time, but changes from year to year, and
that average annual returns represent averaged figures as opposed to the
actual year-to-year performance of the fund.
In addition to average annual returns, the fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted with
or without taking the fund's 3% sales charge into account. Excluding the
fund's sales charge from a total return calculation produces a higher total
return figure. Total returns and other performance information may be
quoted numerically or in a table, graph, or similar illustration.
The fund may compare its performance to the record of the Standard &
Poor's 500 Composite Stock Price Index (S&P 500), the Dow Jone
Industrial Average (DJIA), and the cost of living (measured by the Consumer
Price Index, or CPI) over the same period. The S&P 500 and DJIA
comparisons would show how the fund's total return compared to the record
of a broad average of common stock prices and a narrower set of stocks of
major industrial companies, respectively. The fund has the ability to
invest in securities not included in either index, and its investment
portfolio may or may not be similar in composition to the indices. Figures
for the S&P 500 and DJIA are based on the prices of unmanaged groups of
stocks and, unlike the fund's returns, their returns do not include the
effect of paying brokerage commissions and other costs of investing.
NET ASSET VALUE. Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return. Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. The fund may illustrate performance using moving
averages. A long-term moving average is the average of each week's
adjusted closing NAV for a specified period. A short-term moving average
is the average of each day's adjusted closing NAV for a specified period.
Moving Average Activity Indicators combine adjusted closing NAVs from the
last business day of each week with moving averages for a specified period
to produce indicators showing when an NAV has crossed, stayed above, or
stayed below its moving average. On November 26 , 1993, the 13-week
and 39-week long-term moving averages were $12.20 and $11.47 ,
respectively.
HISTORICAL FUND RESULTS. The following table shows the income and capital
elements of the fund's cumulative total return for the period ended
November 30, 1993. The table compares the fund's returns to the record of
the Standard & Poor's 500 Composite Stock Price Index (S&P 500),
the Dow Jones Industrial Average (DJIA), and the cost of living (measured
by the Consumer Price Index, or CPI) over the same period. The S&P 500
and DJIA comparisons are provided to show how the fund's total return
compared to the record of a broad range of U.S. common stocks and a
narrower set of stocks of major U.S. industrial companies, respectively,
over the same period. The fund has the ability to invest in securities not
included in the indices, and its investment portfolio may or may not be
similar in composition to the indices. The S&P 500 and DJIA are based
on the prices of unmanaged groups of stocks and, unlike the fund's returns,
their returns do not include the effect of paying brokerage commissions and
other costs of investing.
During fiscal 1993, a hypothetical $10,000 investment in Fidelity New
Millennium Fund would have been worth $11,611 , assuming all
distributions were reinvested.
FIDELITY NEW MILLEN N IUM FUND INDICES

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Value of Value of Value of

Period Initial Reinvested Reinvested

Ended $10,000 Dividend Capital Gain Total

November 30 Investment Distributions Distributions Value S&P DJIA CPI(dagger)
500

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
1993* $ 11,611 $ 0 $ 0 $ 11,611 $ 10,779 $11,376 $ 10,275

</TABLE>

* From December 28, 1992 (commencement of operations).
(dagger) From month-end closest to initial investment.
Explanatory Notes: With an initial investment of $10,000 made on December
28, 1992, the net amount invested in fund shares was $ 9,700
(assuming a 3% sales charge). The cost of the initial investment
($ 10,000 ), together with the aggregate cost of reinvested dividends
and capital gain distributions for the period covered (their cash value at
the time they were reinvested), amounted to $ 10,000 . There were no
dividends or capital gains distributions for this period. Tax consequences
of different investments have not been factored into the above figures.
The fund's performance may be compared to the performance of other mutual
funds in general, or to the performance of particular types of mutual
funds. These comparisons may be expressed as mutual fund rankings prepared
by Lipper Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey which monitors the performance of mutual
funds. Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. In addition to the mutual fund rankings, the fund's
performance may be compared to mutual fund performance indices prepared by
Lipper.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. For
example, Fidelity's FundMatchSM Program includes a workbook describing
general principles of investing, such as asset allocation, diversification,
risk tolerance, and goal setting; a questionnaire designed to help create a
personal financial profile; and an action plan offering investment
alternatives. Materials may also include discussions of Fidelity's three
asset allocation funds and other Fidelity funds, products, and services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of dollar-cost
averaging and saving for college; charitable giving, and the Fidelity
credit card. In addition, Fidelity may quote financial or business
publications and periodicals, including model portfolios or allocations, as
they relate to fund management, investment philosophy, and investment
techniques. Fidelity may also reprint, and use advertising and sales
literature, articles from Fidelity Focus, a quarterly magazine provided
free of charge to Fidelity fund shareholders.
The fund may present its fund number, Quotron number, and CUSIP number, and
discuss or quote its current portfolio manager.
VOLATILITY. The fund may quote various measures of volatility and
benchmark correlation in advertising. In addition, the fund may compare
these measures to those of other funds. Measures of volatility seek to
compare the fund's historical share price fluctuations or total returns
compared to those of a benchmark. Measures of benchmark correlation
indicate how valid a comparative benchmark may be. All measures of
volatility and correlation are calculated using averages of historical
data.
MOMENTUM INDICATORS indicate the fund's price movements over specific
periods of time. Each point on the momentum indicator represents the
fund's percentage change in price movements over that period.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund at periodic
intervals, thereby purchasing fewer shares when prices are high and more
shares when prices are low. While such a strategy does not assure a profit
or guard against a loss in a declining market, the investor's average cost
per share can be lower than if fixed numbers of shares are purchased at the
same intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of or exemption from income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
The fund may describe its investment approach of "change analysis" in
advertising. This management style focuses on identifying new
opportunities and then selecting companies that may benefit from them.
Change Analysis incorporates five elements: (1) observation; (2)
identification of opportunity; (3) verification of opportunity; (4)
defining of prospects; and (5) selection of stocks.
As of November 30, 1993, FMR managed approximately $ 125 billion in
equity fund assets as defined and tracked by Lipper. This figure
represents the largest amount of equity fund assets under management by a
mutual fund investment adviser in the United States, making FMR America's
leading equity (stock) fund manager.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
As provided for in Rule 22d-1 under the Investment Company Act of 1940, FDC
exercises its right to waive the fund's 3% sales charge on shares acquired
through reinvestment of dividends and capital gain distributions or in
connection with the fund's merger with or acquisition of any investment
company or trust.
In addition, the fund's sales charge will not apply (1) if you buy shares
as part of an employee benefit plan (including the Fidelity-sponsored
403(b) and corporate IRA programs but otherwise as defined in the Employee
Retirement Income Security Act) maintained by a U.S. employer and having
more than 200 eligible employees or a minimum of $3,000,000 in plan assets
invested in Fidelity mutual funds, or as part of an employee benefit plan
maintained by a U.S. employer that is a member of a parent-subsidiary group
of corporations (within the meaning of Section 1563(a)(1) of the Internal
Revenue Code, with "50%" substituted for "80%") any member of which
maintains an employee benefit plan having more than 200 eligible employees,
or a minimum of $3,000,000 in plan assets invested in Fidelity mutual
funds, or as part of an employee benefit plan maintained by a non-U.S.
employer having 200 or more eligible employees or a minimum of $3,000,000
in plan assets invested in Fidelity mutual funds, the assets of which are
held in a bona fide trust for the exclusive benefit of employees
participating therein; (2) to shares purchased by an insurance company
separate account used to fund annuity contracts purchased by employee
benefit plans (including 403(b) programs, but otherwise as defined in the
Employee Retirement Income Security Act), which, in the aggregate, have
either more than 200 eligible employees or a minimum of $3,000,000 in
assets invested in Fidelity funds; (3) to shares in a Fidelity IRA account
purchased (including purchases by exchange) with the proceeds of a
distribution from an employee benefit plan provided that: (i) at the time
of the distribution, the employer, or an affiliate (as described in
exemption (1) above) of such employer, maintained at least one employee
benefit plan that qualified for exemption (1) and that had at least some
portion of its assets invested in one or more mutual funds advised by FMR,
or in one or more accounts or pools advised by Fidelity Management Trust
Company; and (ii) the distribution is transferred from the plan to a
Fidelity Rollover IRA account within 60 days from the date of the
distribution; (4) if you are a charitable organization (as defined in
Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
(5) if you purchase shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code); (6) if you are an
investor participating in the Fidelity Trust Portfolios program (these
investors must make initial investments of $100,000 or more in Trust
Portfolios funds and must, during the initial six-month period, reach and
maintain an aggregate balance of at least $500,000 in all accounts and
subaccounts purchased through the Trust Portfolios program); (7) to shares
purchased through Portfolio Advisory Services; (8) if you are a current or
former Trustee or officer of a Fidelity fund or a current or retired
officer, director, or full-time employee of FMR Corp. or its direct or
indirect subsidiaries (a Fidelity Trustee or employee), the spouse of a
Fidelity Trustee or employee, a Fidelity Trustee or employee acting as
custodian for a minor child, or a person acting as trustee of a trust for
the sole benefit of the minor child of a Fidelity Trustee or employee; or
(9) if you are a bank trust officer, registered representative, or other
employee of a Qualified Recipient. Qualified Recipients are securities
dealers or other entities, including banks and other financial
institutions, who have sold the fund's shares under special arrangements in
connection with FDC's sales activities. FDC has chosen to waive the fund's
sales charge in these instances because of the efficiencies involved in
sales of shares to these investors.
The fund's sales charge may be reduced to reflect sales charges previously
paid in connection with investments in other Fidelity funds. This
includes reductions for investments in the following prototype or
prototype-like retirement plans sponsored by FMR or FMR Corp.: The Fidelity
IRA, The Fidelity Rollover IRA, The Fidelity SEP-IRA and SARSEP, The
Fidelity Retirement Plan, Fidelity Defined Benefit Plan, The Fidelity Group
IRA, The Fidelity 403(b) Program, The Fidelity Investments 401(a) Prototype
Plan for Tax-Exempt Employers, and The CORPORATEplan for Retirement (Profit
Sharing and Money Purchase Plan).
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1994:
Washington's Birthday (observed), Good Friday, Memorial Day (observed),
Independence Day (observed), Labor Day, Thanksgiving Day, and Christmas Day
(observed). Although FMR expects the same holiday schedule , with the
addition of New Year's Day, to be observed in the future, the NYSE may
modify its holiday schedule at any time.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC. To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, the fund's NAV may be affected on days when investors
do not have access to the fund to purchase or redeem shares.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), the fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administration fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund temporarily suspends the redemption of the
shares to be exchanged as permitted under the 1940 Act or the rules and
regulations thereunder, or the fund to be acquired suspends the sale of its
shares because it is unable to invest amounts effectively in accordance
with its investment objective and policies.
In the Prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of the fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that the fund's income is derived from qualifying dividends.
Because the fund may earn other types of income, such as interest, income
from securities loans, non-qualifying dividends, and short-term capital
gains, the percentage of dividends from the fund that qualifies for the
deduction generally will be less than 100%. The fund will notify corporate
shareholders annually of the percentage of fund dividends that qualifies
for the dividends-received deduction. A portion of the fund's dividends
derived from certain U.S. government obligations may be exempt from state
and local taxation. Gains (losses) attributable to foreign currency
fluctuations are generally taxable as ordinary income, and therefore will
increase (decrease) dividend distributions. The fund will send each
shareholder a notice in January describing the tax status of dividends and
capital gain distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes.
Short-term capital gains distributed by the fund are taxable to
shareholders as dividends, not as capital gains. Distributions from
short-term capital gains do not qualify for the dividends-received
deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Because the fund does
not currently anticipate that securities of foreign issuers will constitute
more than 50% of its total assets at the end of its fiscal year,
shareholders should not expect to claim a foreign tax credit or deduction
on their federal income tax returns with respect to foreign taxes withheld.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
the fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. The fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit the fund's
investments in such instruments.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains.
The fund is treated as a separate entity from the other funds of Fidelity
Mt. Vernon Street Trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on distributions received from the fund. Investors should
consult their tax advisers to determine whether the fund is suitable to
their particular tax situation.
FMR
FMR is a wholly owned subsidiary of FMR Corp., a parent company organized
in 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions as follows: FSC, which is the
transfer and shareholder servicing agent for certain of the funds advised
by FMR; Fidelity Investments Institutional Operations Company, which
performs shareholder servicing functions for certain institutional
customers; and Fidelity Investments Retail Marketing Company, which
provides marketing services to various companies within the Fidelity
organization.
Several affiliates of FMR are also engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. FMR U.K. and FMR Far East, both wholly owned
subsidiaries of FMR formed in 1986, supply investment research, and may
supply portfolio management services, to FMR in connection with certain
funds advised by FMR. Analysts employed by FMR, FMR U.K., and FMR Far East
research and visit thousands of domestic and foreign companies each year.
FMR Texas Inc., a wholly owned subsidiary of FMR formed in 1989, supplies
portfolio management and research services in connection with certain money
market funds advised by FMR.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. Unless
otherwise noted, the business address of each Trustee and officer is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. Those Trustees who are "interested persons" (as defined in the
Investment Company Act of 1940) by virtue of their affiliation with either
the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d, Trustee and President, is Chairman, Chief Executive
Officer and a Director of FMR Corp.; a Director and Chairman of the Board
and of the Executive Committee of FMR; Chairman and a Director of FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc. and Fidelity Management & Research (Far
East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Prior to his retirement in March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Bonneville Pacific
Corporation (independent power, 1989) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.
PHYLLIS BURKE DAVIS, 340 E. 64th Street #22C, New York, NY, Trustee (1992).
Prior to her retirement in September of 1991, Mrs. Davis was the Senior
Vice President of Corporate Affairs of Avon Products, Inc. She is
currently a Director of BellSouth Corporation (telecommunications), Eaton
Corporation (manufacturing, 1991), and the TJX Companies, Inc. (retail
stores, 1990), and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she serves as a Director
of the New York City Chapter of the National Multiple Sclerosis Society,
and is a member of the Advisory Council of the International Executive
Service Corps. and the President's Advisory Council of The University of
Vermont School of Business Administration (1988).
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant. Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices). He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 30195 Chagrin Blvd., Suite 104W, Pepper Pike, OH, Trustee
(1990). Prior to his retirement in 1984, Mr. Jones was Chairman and Chief
Executive Officer of LTV Steel Company. Prior to May 1990, he was Director
of National City Corporation (a bank holding company) and National City
Bank of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation (1988), Hyster-Yale Materials Handling, Inc. (1989), and
RPM, Inc. (manufacturer of chemical products, 1990). In addition, he
serves as a Trustee of First Union Real Estate Investments; Chairman of the
Board of Trustees and a member of the Executive Committee of the Cleveland
Clinic Foundation, a Trustee and a member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North , Greenwich,
CT, Trustee, is a Professor at Columbia University Graduate School of
Business and a financial consultant. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), the National Arts Stabilization Fund, the
Greenwich Hospital Association (1989) and Valuation Research Corp.
(appraisals and valuations, 1993).
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992). Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction, 1988). In addition, he serves as a Trustee
of Boston College, Massachusetts Eye & Ear Infirmary, Historic
Deerfield (1989) and Society for the Preservation of New England
Antiquities, and as an Overseer of the Museum of Fine Arts of Boston
(1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), and York International Corp. (air conditioning and
refrigeration, 1989) and Commercial Intertech Corp. (water treatment
equipment, 1992). In addition, he serves as a Director for United Way
Services of Greater Cleveland, a member of the Executive Committee of the
Weatherhead School of Management, and as a Trustee of The Center for
Economic Education.
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee (1988).
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company.
He is a Director of Allegheny Power Systems, Inc. (electric utility),
General Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer).
He is also a Trustee of Rensselaer Polytechnic Institute and of Corporate
Property Investors and a member of the Advisory Boards of Butler Capital
Corporation Funds and Warburg, Pincus Partnership Funds.
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee (1988), is President of The Wales Group, Inc. (management and
financial advisory services). Prior to retiring in 1987, Mr. Williams
served as Chairman of the Board of First Wachovia Corporation (bank holding
company), and Chairman and Chief Executive Officer of The First National
Bank of Atlanta and First Atlanta Corporation (bank holding company). He
is currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company
of Vermont, American Software, Inc. (1989), and AppleSouth, Inc.
(restaurants, 1992).
GARY L. FRENCH, Treasurer (1991). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and
Senior Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
ARTHUR S. LORING, Secretary, is Vice President and General Counsel of FMR,
Vice President - Legal of FMR Corp., and Clerk of FDC.
ROBERT H. MORRISON, Manager, Security Transactions, is an employee of FMR.
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
benefit retirement program under which they receive payments during their
lifetime from the fund based on their basic trustee fees and length of
service. Currently, Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham, and David L. Yunich participate in the program.
As of November 30, 1993, the Trustees and officers of the fund owned, in
the aggregate, less than 1 % of the fund's outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments, and
compensates all officers of the trust, all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the trust or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
law; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, the fund pays all of its expenses, without limitation, that are not
assumed by those parties. The fund pays for typesetting, printing, and
mailing proxy material to shareholders, legal expenses, and the fees of the
custodian, auditor, and non-interested Trustees. Although the fund's
management contract provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional information,
notices, and reports to existing shareholders, pursuant to the trust's
transfer agent agreement with FSC, FSC bears the cost of providing these
services to existing shareholders. Other expenses paid by the fund include
interest, taxes, brokerage commissions, the fund's proportionate share of
insurance premiums and Investment Company Institute dues, and the costs of
registering shares under federal and state securities laws. The fund is
also liable for such nonrecurring expenses as may arise, including costs of
any litigation to which the fund may be a party, and any obligation it may
have to indemnify the trust's officers and Trustees with respect to
litigation.
FMR is the fund's manager pursuant to a management contract dated September
17, 1992, which was approved by FMR, then the sole shareholder, on
September 28, 1992. For the services of FMR under the contract, the fund
pays FMR a monthly management fee composed of the sum of two elements: a
basic fee and a performance adjustment based on a comparison of the fund's
performance to that of the Standard & Poor's 500 Composite Stock Price
Index (S&P 500).
COMPUTING THE BASIC FEE. The fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate. The group fee
rate is based on the monthly average net assets of all of the registered
investment companies with which FMR has management contracts and is
calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown on the left of the chart on page 17. On the right, the
effective fee rate schedule shows the results of cumulatively applying the
annualized rates at varying asset levels. For example, the effective
annual fee rate at $226 billion of group net assets - their
approximate level for November 1993 - was .3250% , which is the
weighted average of the respective fee rates for each level of group net
assets up to $226 billion.
GROUP FEE RATE SCHEDULE* EFFECTIVE ANNUAL FEE RATES

AVERAGE GROUP EFFECTIVE

GROUP ANNUALIZED NET ANNUAL

ASSETS RATE ASSETS FEE RATE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
$ 0 - 3 billion .520% $ 0.5 billion .5200%

3 - 6 .490 25 .4238

6 - 9 .460 50 .3823

9 - 12 .430 75 .3626

12 - 15 .400 100 .3512

15 - 18 .385 125 .3430

18 - 21 .370 150 .3371

21 - 24 .360 175 .3325

24 - 30 .350 200 .3284

30 - 36 .345 225 .3253

36 - 42 .340 250 .3223

42 - 48 .335 275 .3198

48 - 66 .325 300 .3175

66 - 84 .320 325 .3153

84 - 102 .315 350 .3133

102 - 138 .310

138 - 174 .305

174 - 228 .300

228 - 282 .295

282 - 336 .290

Over 336 .285

</TABLE>

* The rates shown for average group assets in excess of $174 billion were
adopted by FMR on a voluntary basis on November 1, 1993 pending shareholder
approval of a new management contract reflecting the extended schedule. The
extended schedule provides for lower management fees as total assets under
management increase.
The individual fund fee rate is .35%. Based on the average net assets of
funds advised by FMR for November 1993, the annual basic fee rate would be
calculated as follows:
Group Fee Rate Individual Fund Fee Rate Basic Fee Rate

.3250% + .35% = .6750 %

One twelfth (1/12) of this annual basic fee rate is then applied to the
fund's average net assets for the current month, giving a dollar amount
which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee is subject to upward
or downward adjustment, depending upon whether, and to what extent, the
fund's investment performance for the performance period exceeds, or is
exceeded by, the record of the S&P 500 over the same period. The
performance period will commence with the first day of the first full month
of operation following the fund's commencement of operations. Starting
with the twelfth month, the performance adjustment will take effect. Each
month subsequent to the twelfth month, a new month will be added to the
performance period until the performance period equals 36 months.
Thereafter, the performance period will consist of the most recent month
plus the previous 35 months. Each percentage point of difference (up to a
maximum difference of + 10) is multiplied by a performance adjustment rate
of .02%. Thus, the maximum annualized adjustment rate is + .20%. This
performance comparison is made at the end of each month. One twelfth
(1/12) of this rate is then applied to the fund's average net assets for
the entire performance period, giving a dollar amount which will be added
to (or subtracted from) the basic fee.
The fund's performance is calculated based on change in net asset value.
For purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by the fund are treated as if reinvested in
fund shares at the net asset value as of the record date for payment. The
record of the S&P 500 is based on change in value and is adjusted for
any cash distributions from the companies whose securities compose the
S&P 500.
Because the adjustment to the basic fee is based on the fund's performance
compared to the investment record of the S&P 500, the controlling
factor is not whether the fund's performance is up or down per se, but
whether it is up or down more or less than the record of the S&P 500.
Moreover, the comparative investment performance of the fund is based
solely on the relevant performance period without regard to the cumulative
performance over a longer or shorter period of time.
During the fiscal period ended November 30, 1993, FMR received
$1,176,102 for its services as investment adviser to the fund. The
basic fee was equivalent to .68% (annualized) of the fund's average
net assets for this period.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating the fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investments in foreign securities.
SUB-ADVISERS. On September 17, 1992, FMR entered into sub-advisory
agreements with FMR U.K. and FMR Far East, pursuant to which FMR U.K. and
FMR Far East supply FMR with investment research and recommendations
concerning foreign securities for the benefit of the fund. The
sub-advisory agreements provide that FMR will pay fees to FMR U.K. and FMR
Far East equal to 110% and 105%, respectively, of FMR U.K.'s and FMR Far
East's costs incurred in connection with each agreement, said costs to be
determined in relation to the assets of the fund that benefits from the
services of the sub-advisers.
The fees paid by FMR to FMR U.K. and FMR Far East with respect to the fund
for fiscal 1993 were $3,320.40 and $5,212.60, respectively.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FSC is transfer, dividend disbursing, and shareholders' servicing agent for
the fund. Under the trust's contract with FSC, the fund pays an annual fee
of $25.50 per basic retail account with a balance of $5,000 or more, $15.00
per basic retail account with a balance of less than $5,000, and a
supplemental activity charge of $5.61 for monetary transactions. These
fees and charges are subject to annual cost escalation based on postal rate
changes and changes in wage and price levels as measured by the National
Consumer Price Index for Urban Areas. With respect to certain institutional
client master accounts, the fund pays FSC a per account fee of $95, and
monetary transaction charges of $20 or $17.50, depending on the nature of
services provided. With respect to certain broker-dealer master accounts,
the fund pays FSC a per account fee of $30, and a charge of $6 for monetary
transactions. Fees for certain institutional retirement plan accounts are
based on the net assets of all such accounts in the fund.
Under the contract, FSC pays out-of-pocket expenses associated with
providing transfer agent services. In addition, FSC bears the expense of
typesetting, printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
shareholders, with the exception of proxy statements.
Transfer agent fees, including reimbursement for out-of-pocket expenses,
paid to FSC for the fiscal period ended November 30, 1993 were
$740,562 . If a portion of the fund's brokerage commissions had
not resulted in payment of certain of these fees, the fund would have paid
transfer agent fees of $773,776.
The trust's contract with FSC also provides that FSC will perform the
calculations necessary to determine the fund's net asset value per share
and dividends, and maintain the fund's accounting records. The fee rates
are based on the fund's average net assets, specifically, .06% for the
first $500 million of average net assets and .03% for average net assets in
excess of $500 million. The fee is limited to a minimum of $45,000 and a
maximum of $750,000 per year. Pricing and bookkeeping fees, including
related out-of-pocket expenses, paid to FSC for the fiscal period ended
November 30, 1993 were $107,774 . FSC also receives fees for
administering the fund's securities lending program. Securities lending
fees are based on the number and duration of individual securities loans.
There were no s ecurities lending fees paid for the fiscal
period ended November 30, 1993 .
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. The distribution agreement calls for FDC to
use all reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered.
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FDC. Sales charge revenue paid to FDC for the
fiscal period ended November 30, 1993 amounted to $ 4,124,424 .
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity New Millennium Fund is a fund of Fidelity Mt.
Vernon Street Trust (the trust), an open-end management investment company
organized as a Massachusetts business trust on October 12, 1982. The
Declaration of Trust was amended on January 17, 1983 to change the trust's
name from Fidelity Growth Stock Fund to Fidelity Mercury Fund, and on
August 1, 1986, was further amended to change the trust's name to Fidelity
Growth Company Fund. The Declaration of Trust was amended January 8, 1991
to change the trust's name to Fidelity Mt. Vernon Street Trust. Currently,
there are three funds of the trust: Fidelity Growth Company Fund, Fidelity
Emerging Growth Fund, and Fidelity New Millennium Fund. The Declaration of
Trust permits the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to
be allocated in proportion to the asset value of the respective funds,
except where allocations of direct expense can otherwise be fairly made.
The officers of the trust, subject to the general supervision of the Board
of Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of
Trust also provides that each fund shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the
fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which a fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects a Trustee
against any liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the trust or a fund may,
as set forth in the Declaration of Trust, call meetings of the trust or a
fund for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of the entire trust, the purpose of
voting on removal of one or more Trustees. The trust or any fund may be
terminated upon the sale of its assets to another open-end management
investment company, or upon liquidation and distribution of its assets, if
approved by vote of the holders of a majority of the outstanding shares of
the trust or the fund. If not so terminated, the trust and its funds will
continue indefinitely.
CUSTODIAN. Chase Manhattan Bank, N.A., New York, New York is custodian of
the assets of the fund. The custodian is responsible for the safekeeping
of the fund's assets and the appointment of subcustodian banks and clearing
agencies. The custodian takes no part in determining the investment
policies of the fund or in deciding which securities are purchased or sold
by the fund. The fund may, however, invest in obligations of the custodian
and may purchase securities from or sell securities to the custodian.
FMR, its officers and directors, its affiliated companies, and the trust's
Trustees may from time to time have transactions with various banks,
including banks serving as custodians for certain of the funds advised by
FMR. Transactions that have occurred to date include mortgages and
personal and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
AUDITOR. Coopers & Lybrand, One Post Office Square, Boston,
Massachusetts serves as the trust's independent accountant. The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The fund's Annual Report for the fiscal period ended November 30, 1993 is a
separate report supplied with this Statement of Additional Information and
is incorporated herein by reference.
FIDELITY GROWTH COMPANY FUND
FIDELITY EMERGING GROWTH FUND
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION

<TABLE>
<CAPTION>
<S> <C>
1................................... Cover Page
...

2a.................................. Expenses
..

b, Contents; The Funds at a Glance; Who May Want to
c................................ Invest

3a.................................. Financial Highlights
..

*
b...................................
.

c, d.............................. Performance

4a i.............................. Charter

The Funds at a Glance; Investment Principles;
ii............................... Securities & Investment Practices, Fundamental
Investment Policies and Restrictions.

b................................... Securities & Investment Practices
..

Who May Want to Invest; Investment Principles;
c.................................... Securities & Investment Practices

5a.................................. Charter
..

b(i)................................ Doing Business with Fidelity; Charter

Charter
(ii)..............................

..(iii)........................... Expenses; Breakdown of Expenses

c, Charter; FMR and Its Affiliates; Breakdown of
d................................ Expenses, Cover Page

FMR and Its Affiliates
e....................................

Expenses
f....................................

g(i)................................ FMR and its Affiliates
..

(ii)................................. *
..

5A................................. Performance
.

6a Charter
i.................................

How to Buy Shares; How to Sell Shares; Transaction
ii................................ Details; Exchange Restrictions

*
iii...............................

*
b...................................
.

Exchange Restrictions
c....................................

*
d...................................
.

Doing Business with Fidelity; How to Buy Shares;
e.................................... How to Sell Shares; Investor Services

f,g................................. Dividends, Capital Gains, and Taxes
..

7a.................................. Cover Page; Charter
..

How to Buy Shares; Transaction Details
b...................................
.

*
c....................................

How to Buy Shares
d...................................
.

e.................................... *

f, ................................ *

8................................... How to Sell Shares; Investor Services; Transaction
... Details; Exchange Restrictions

9................................... *
...

</TABLE>

* Not Applicable
CROSS REFERENCE SHEET
(continued)
FIDELITY GROWTH COMPANY FUND
FIDELITY EMERGING GROWTH FUND
FORM N-1A
ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION

<TABLE>
<CAPTION>
<S> <C>
10, 11.......................... Cover Page

12.................................. *
..

13a - Investment Policies and Limitations
c............................

*
d..................................

14a - Trustees and Officers
c............................

15a, *
b..............................

Trustees and Officers
c..................................

16a FMR, Portfolio Transactions
i................................

Trustees and Officers
ii..............................

Management Contract
iii.............................

Management Contract
b.................................

c, Contracts with Companies Affiliated with FMR
d.............................

e - *
g...........................

Description of the Trust
h.................................

Contracts with Companies Affiliated with FMR
i.................................

17a - Portfolio Transactions
c............................

*
d,e..............................

18a................................ Description of the Trust
..

*
b.................................

19a................................ Additional Purchase and Redemption Information
..

Additional Purchase and Redemption Information;
b.................................. Valuation of Portfolio Securities

*
c..................................

20.................................. Distributions and Taxes
..

21a, Contracts with Companies Affiliated with FMR
b..............................

*
c.................................

22.................................. Performance
..

23.................................. Financial Statements
..

</TABLE>

* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
A Statement of Additional Information dated January 20, 1994 has been filed
with the Securities and Exchange Commission, and is incorporated herein by
reference (is legally considered a part of this prospectus). The Statement
of Additional Information is available free upon request by calling
Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or endorsed or
guaranteed by, any bank, nor are they federally insured or otherwise
protected by the FDIC, the Federal Reserve Board, or any other agency.
Growth Company and Emerging Growth are growth funds. They seek to increase
the value of your investment over the long term by investing in companies
with growth potential.
FIDELITY
GROWTH COMPANY
FUND
and
FIDELITY
EMERGING GROWTH
FUND
PROSPECTUS
JANUARY 20, 1994
LIKE ALL MUTUAL
FUNDS, THESE
SECURITIES HAVE NOT
BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION, NOR HAS
THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
GCF/FEG-pro-194
(Registered trademark)
82 Devonshire Street, Boston, MA 02109
<r>CONTENTS</r>

KEY FACTS 3 THE FUNDS AT A GLANCE

3 WHO MAY WANT TO INVEST

EXPENSES AND PERFORMANCE 4 EXPENSES Each fund's sales
charge (load) and its yearly
operating expenses.

5 FINANCIAL HIGHLIGHTS A summary
of each fund's financial data.

7 PERFORMANCE How each fund has
done over time.

YOUR ACCOUNT 10 DOING BUSINESS WITH FIDELITY

10 TYPES OF ACCOUNTS Different
ways to set up your account,
including tax-sheltered retirement
plans.

1 2 HOW TO BUY SHARES Opening an
account and making additional
investments.

1 4 HOW TO SELL SHARES Taking money
out and closing your account.

1 6 INVESTOR SERVICES Services to
help you manage your account.

1 8 DIVIDENDS, CAPITAL GAINS, AND
TAXES

SHAREHOLDER AND 20 TRANSACTION DETAILS Share price
ACCOUNT POLICIES calculations and the timing of
purchases and redemptions.

2 2 EXCHANGE RESTRICTIONS

2 3 SALES CHARGE REDUCTIONS AND
WAIVERS

THE FUNDS IN DETAIL 2 5 CHARTER How each fund is
organized.

2 6 BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.

2 7 INVESTMENT PRINCIPLES Each
fund's overall approach to
investing.

2 8 SECURITIES AND INVESTMENT
PRACTICES

<r>KEY FACTS</r>

THE FUNDS AT A GLANCE
GOAL: Capital appreciation (increase in the value of the
funds ' shares). As with any mutual fund, there is no assurance that
a fund will achieve its goal.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the
management arm of Fidelity Investments, which was established in 1946 and
is now America's largest mutual fund manager.
NEW MILLENNIUM
STRATEGY: Invests mainly in common stocks and securities convertible
into common stock of companies that FMR believes have above-average growth
potential.
SIZE: As of November 30, 1993, the fund had over $ 2 billion in
assets.
EMERGING GROWTH
STRATEGY: Invests mainly in equity securities of companies that FMR
believes are in the developing stage of their life cycle, and offer the
potential for accelerated growth.
SIZE: As of November 30, 1993, the fund had over $ 634 m illion
in assets.
WHO MAY WANT TO INVEST
These funds may be appropriate for investors who are willing to ride out
stock market fluctuations in pursuit of potentially high long-term returns.
Both funds are designed for those who want to pursue growth wherever it may
arise, and who understand that this strategy often leads to investments in
smaller, less well-known companies, particular ly for Emerging
Growth. The stocks of small companies often involve more risk than those of
larger companies. The funds invest for growth. They do not pursue income,
and are not balanced investment plan s .
Over time, stocks have shown greater growth potential than other types of
securities. In the short term , however, stock prices can fluctuate
dramatically in response to company, market, or economic news. When you
sell your shares, they may be worth more or less than what you paid for
them.
THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking
to maximize return must
assume greater risk. The
funds in this prospectus are
in the GROWTH category.
(bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(bullet) INCOME Seeks income by
investing in bonds.
(bullet) GROWTH AND INCOME
Seeks long-term growth and
income by investing in stocks
and bonds.
(arrow) GROWTH Seeks long-term
growth by investing mainly in
stocks.
(checkmark)
<r>EXPENSES AND PERFORMANCE</r>

EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of a fund. See pages 12 and 20-24 for an explanation of how
and when these charges apply. Lower sales charges may be available for
accounts over $250,000.
Maximum sales charge on purchases
(as a % of offering price) 3.00%
Maximum sales charge on
reinvested dividends None
Deferred sales charge on redemptions None
Redemption fee
(on shares held less than 90 days)
for Growth Company None
for Emerging Growth .75%
Exchange fee None
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee that varies based on its performance. It also
incurs other expenses for services such as maintaining shareholder records
and furnishing shareholder statements and fund reports. A fund's expenses
are factored into its share price or dividends and are not charged directly
to shareholder accounts (see page 26).
The following are projections based on historical expenses and are
calculated as a percentage of average net assets. A portion of the
brokerage commissions that the funds paid was used to reduce fund
expenses. Without this reduction, the total fund operating expenses
would have been 1.08% for Growth Company and 1.20% for Emerging Growth.
NEW MILLENNIUM
Management fee .75 %
12b-1 fee None
Other expenses .32 %
Total fund operating expenses 1.07 %
EMERGING GROWTH
Management fee .80 %
12b-1 fee None
Other expenses .39 %
Total fund operating expenses 1.19 %
EXAMPLES: Let's say, hypothetically, that each fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
NEW MILLENNIUM
After 1 year $ 41
After 3 years $ 63
After 5 years $ 87
After 10 years $ 157
EMERGING GROWTH
After 1 year $ 42
After 3 years $ 67
After 5 years $ 93
After 10 years $ 170
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.

FINANCIAL HIGHLIGHTS
The tables that follow have been audited by Coopers & Lybrand,
independent accountants. Their unqualified reports are included in each
fund's Annual Report. Each fund's Annual Report is incorporated by
reference into (is legally a part of) the Statement of Additional
Information.
GROWTH COMPANY

15.Selected Per-Share Data and Ratios

16.Years ended 1984 1985 1986 1987 1988 1989 1990 1991 1992D 1993
November 30

17.Net asset $ 13.5 $ 11.8 $ 16.1 $ 17.3 $ 11.9 $ 14.4 $ 20.5 $ 18.6 $ 25.6 $ 28.1
value, 1 5 1 5 0 9 1 4 2 3

beginning of
period

18.Income from
Investment
Operations

19. Net .08 .10 .09 -A .09 .25 .29 .19 .13A .07
investment
income

20. Net realized (1.43) 4.23 2.97 (2.44) 3.23 6.18 (.32) 6.79 4.52 3.99
and
unrealized gain
(loss)
on investments

21. Total from (1.35) 4.33 3.06 (2.44) 3.32 6.43 (.03) 6.98 4.65 4.06
investment
operations

22.Less
Distributions

23. From net (.03) (.07) (.07) - (.01) (.11) (.14) - (.10) (.07)
investment
income

24. From net (.28) - (1.75) (3.01) (.72) (.30) (1.70) - (2.04) (1.21)

realized gain

25. Total (.31) (.07) (1.82) (3.01) (.73) (.41) (1.84) - (2.14) (1.28)
distributions

26.Net asset $ 11.8 $ 16.1 $ 17.3 $ 11.9 $ 14.4 $ 20.5 $ 18.6 $ 25.6 $ 28.1 $ 30.9
value, end of 5 1 5 0 9 1 4 2 3 1
period

27.Total return F (10.19 36.75 20.82 (16.99 28.81 45.24 .20% 37.45 19.25 15.04
)% % % )% % % % % %

28.Net assets, $ 110 $ 147 $ 181 $ 112 $ 129 $ 283 $ 535 $ 1,13 $ 1,75 $ 2,42
end of 3 2 3
period (in millions)

29.Ratio of 1.17% 1.18 1.11% 1.02% 1.03 .95% 1.14 1.07 1.09 1.07
expenses C %C % E % % % %B
to average net
assets

30.Ratio of 1.17% 1.18 1.11% 1.02% 1.03 1.01 1.14 1.07 1.09 1.08
expenses to C %C % % % % % %B
average net
assets before
expense
reductions

31.Ratio of net .62% .55% .23% -% .70% 1.42 1.51 .75% .52% .43%
investment % %
income to average
net assets

32.Portfolio 143% 129% 120% 212% 257% 269% 189% 174% 250% 159%
turnover rate

</TABLE>

A NET INVESTMENT INCOME PER-SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES DURING THE PERIOD.
B FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.
C EXPENSES HAVE BEEN LIMITED TO A PERCENTAGE OF AVERAGE NET ASSETS IN
ACCORDANCE WITH VARIOUS STATE EXPENSE LIMITATION REGULATIONS.
D AS OF DECEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
E INCLUDES REIMBURSEMENT FROM FIDELITY SERVICE CO. FOR ADJUSTMENTS TO
PRIOR PERIODS' FEES.
F 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.
EMERGING GROWTH

<TABLE>
<CAPTION>
<S> <C> <C> <C>
33.Selected Per-Share Data and Ratios

34.Years ended November 30, 1991E 1992 1993

35.Net asset value, beginning of period $ 10.00 $ 14.81 $ 16.92

36.Income from Investment Operations

37. Net investment income (.01) .09 (.03)

38. Net realized and unrealized gain (loss) on 4.80 2.50 3.29
investments

39. Total from investment operations 4.79 2.59 3.26

40.Less Distributions

41. From net investment income - - (.02)

42. From net realized gain - (.50) (.54)

43. Total distributions - (.50) (.56)

44.Redemption fees added to paid in capital .02 .02 .01

45.Net asset value, end of period $ 14.81 $ 16.92 $ 19.63

46.Total return B,D 48.10% 18.03 19.85%
%

47.Net assets, end of period (000 omitted) $ 530,205 $ 614,67 $ 634,489
2

48.Ratio of expenses to average net assets 1.31% 1.09 1.19%
A % C

49.Ratio of expenses to average net assets before 1.31% 1.09 1.20%
expense reductions A % C

50.Ratio of net investment income to average net (.10) .56 (.20)
assets %A % %

51.Portfolio turnover rate 326% 531 332%
A %

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.
D THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN.
E DECEMBER 28, 1990 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30,
1991.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
Each fund's fiscal year runs from December 1 through November 30. The
tables below show each fund's performance over past fiscal years compared
to two measures: investing in a broad selection of stocks (the S&P 500
for Growth Company, and the Russell 2000 for Emerging Growth), and not
investing at all (inflation, or CPI). To help you compare these funds to
other funds, the chart on page 9 displays calendar-year performance.
NEW MILLENNIUM
Fiscal periods ended Past 1 Past 5 Past 10
November 30 , 1993 year years years
Average annual
total return 15.04% 22.37% 15.85%
Average annual total
return (load adj. A) 11.59% 21.63% 15.49%
Cumulative
total return 15.04% 174.40% 335.34%

(average annual) 10.10% 14.67% 14.74%

(cumulative) 10.10% 98.31% 295.47%
Consumer Price
Index 2.68% 21.20% 44.07%
EMERGING GROWTH
Fiscal periods ended Past 1 Life of
November 30 , 1993 year FundB
Average annual
total return 19.85% 28.73%
Average annual total
return (load adj. A ) 16.26% 27.39%
Cumulative
total return 19.85% 109.51%
Russell 2000
(average annual) 18.98% 26.94%
Russell 2000
(cumulative) 18.98% 101.13%
Consumer Price
Index 2.68% 8.97%
A LOAD-ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING THE FUNDS ' 3%
SALES CHARGE.
B FROM DECEMBER 28, 1990

EXAMPLE: Mountain charts illustrate the growth of a hypothetical
investment over time. The charts on page 8 show the growth in value of
$10,000 investments made in the funds on their start dates through November
30, 1993, including the effect of paying their 3% sales charges.
NEW MILLENNIUM
Fiscal years 1983 1988 1993
Row: 1, Col: 1, Value: 9700.0
Row: 2, Col: 1, Value: 9412.809999999999
Row: 3, Col: 1, Value: 8836.32
Row: 4, Col: 1, Value: 8292.32
Row: 5, Col: 1, Value: 8387.889999999999
Row: 6, Col: 1, Value: 8387.889999999999
Row: 7, Col: 1, Value: 7807.13
Row: 8, Col: 1, Value: 8240.859999999999
Row: 9, Col: 1, Value: 7865.94
Row: 10, Col: 1, Value: 9123.030000000001
Row: 11, Col: 1, Value: 8880.43
Row: 12, Col: 1, Value: 8902.48
Row: 13, Col: 1, Value: 8711.349999999999
Row: 14, Col: 1, Value: 8895.130000000001
Row: 15, Col: 1, Value: 10167.31
Row: 16, Col: 1, Value: 10537.03
Row: 17, Col: 1, Value: 10248.65
Row: 18, Col: 1, Value: 10152.52
Row: 19, Col: 1, Value: 10707.11
Row: 20, Col: 1, Value: 10847.6
Row: 21, Col: 1, Value: 11172.95
Row: 22, Col: 1, Value: 11232.11
Row: 23, Col: 1, Value: 10559.22
Row: 24, Col: 1, Value: 10995.49
Row: 25, Col: 1, Value: 11912.39
Row: 26, Col: 1, Value: 12444.79
Row: 27, Col: 1, Value: 12890.74
Row: 28, Col: 1, Value: 13977.41
Row: 29, Col: 1, Value: 14665.91
Row: 30, Col: 1, Value: 14956.25
Row: 31, Col: 1, Value: 15628.16
Row: 32, Col: 1, Value: 15711.11
Row: 33, Col: 1, Value: 14417.06
Row: 34, Col: 1, Value: 14923.06
Row: 35, Col: 1, Value: 13570.95
Row: 36, Col: 1, Value: 14582.96
Row: 37, Col: 1, Value: 14392.17
Row: 38, Col: 1, Value: 14066.61
Row: 39, Col: 1, Value: 15852.88
Row: 40, Col: 1, Value: 17298.61
Row: 41, Col: 1, Value: 17117.89
Row: 42, Col: 1, Value: 16485.38
Row: 43, Col: 1, Value: 16425.15
Row: 44, Col: 1, Value: 16696.22
Row: 45, Col: 1, Value: 17469.29
Row: 46, Col: 1, Value: 18603.79
Row: 47, Col: 1, Value: 18182.11
Row: 48, Col: 1, Value: 13342.92
Row: 49, Col: 1, Value: 11947.39
Row: 50, Col: 1, Value: 13827.98
Row: 51, Col: 1, Value: 13881.08
Row: 52, Col: 1, Value: 14730.73
Row: 53, Col: 1, Value: 14900.66
Row: 54, Col: 1, Value: 14730.73
Row: 55, Col: 1, Value: 14656.39
Row: 56, Col: 1, Value: 15898.99
Row: 57, Col: 1, Value: 15569.76
Row: 58, Col: 1, Value: 14932.52
Row: 59, Col: 1, Value: 15771.55
Row: 60, Col: 1, Value: 15601.62
Row: 61, Col: 1, Value: 15389.21
Row: 62, Col: 1, Value: 16049.27
Row: 63, Col: 1, Value: 17172.71
Row: 64, Col: 1, Value: 17142.38
Row: 65, Col: 1, Value: 17730.87
Row: 66, Col: 1, Value: 18940.53
Row: 67, Col: 1, Value: 20422.65
Row: 68, Col: 1, Value: 19681.59
Row: 69, Col: 1, Value: 21000.23
Row: 70, Col: 1, Value: 21861.17
Row: 71, Col: 1, Value: 22482.35
Row: 72, Col: 1, Value: 22253.49
Row: 73, Col: 1, Value: 22351.57
Row: 74, Col: 1, Value: 22732.38
Row: 75, Col: 1, Value: 21002.22
Row: 76, Col: 1, Value: 21927.38
Row: 77, Col: 1, Value: 23104.85
Row: 78, Col: 1, Value: 22768.43
Row: 79, Col: 1, Value: 25159.41
Row: 80, Col: 1, Value: 25447.77
Row: 81, Col: 1, Value: 24654.78
Row: 82, Col: 1, Value: 22095.59
Row: 83, Col: 1, Value: 20137.14
Row: 84, Col: 1, Value: 20233.26
Row: 85, Col: 1, Value: 22395.96
Row: 86, Col: 1, Value: 23549.4
Row: 87, Col: 1, Value: 26204.72
Row: 88, Col: 1, Value: 27898.83
Row: 89, Col: 1, Value: 29412.72
Row: 90, Col: 1, Value: 29148.39
Row: 91, Col: 1, Value: 30698.33
Row: 92, Col: 1, Value: 28631.75
Row: 93, Col: 1, Value: 30902.58
Row: 94, Col: 1, Value: 32236.25
Row: 95, Col: 1, Value: 32044.01
Row: 96, Col: 1, Value: 31971.92
Row: 97, Col: 1, Value: 30782.43
Row: 98, Col: 1, Value: 34930.88
Row: 99, Col: 1, Value: 35323.94
Row: 100, Col: 1, Value: 35624.07
Row: 101, Col: 1, Value: 33784.15
Row: 102, Col: 1, Value: 33131.69
Row: 103, Col: 1, Value: 33092.54
Row: 104, Col: 1, Value: 31918.12
Row: 105, Col: 1, Value: 33053.4
Row: 106, Col: 1, Value: 32153.01
Row: 107, Col: 1, Value: 32661.92
Row: 108, Col: 1, Value: 34423.55
Row: 109, Col: 1, Value: 36707.15
Row: 110, Col: 1, Value: 37705.38
Row: 111, Col: 1, Value: 38621.12
Row: 112, Col: 1, Value: 37541.86
Row: 113, Col: 1, Value: 38880.69
Row: 114, Col: 1, Value: 38457.18
Row: 115, Col: 1, Value: 40615.7
Row: 116, Col: 1, Value: 40765.98
Row: 117, Col: 1, Value: 40110.21999999999
Row: 118, Col: 1, Value: 41749.61
Row: 119, Col: 1, Value: 42924.5
Row: 120, Col: 1, Value: 43511.94
Row: 121, Col: 1, Value: 42227.75999999999
$
$42,228
EMERGING GROWTH
Fiscal years 1990 1992 1993
Row: 1, Col: 1, Value: 9700.0
Row: 2, Col: 1, Value: 9758.200000000001
Row: 3, Col: 1, Value: 11203.5
Row: 4, Col: 1, Value: 11804.9
Row: 5, Col: 1, Value: 12648.8
Row: 6, Col: 1, Value: 12580.9
Row: 7, Col: 1, Value: 13434.5
Row: 8, Col: 1, Value: 12493.6
Row: 9, Col: 1, Value: 13754.6
Row: 10, Col: 1, Value: 14647.0
Row: 11, Col: 1, Value: 14753.7
Row: 12, Col: 1, Value: 14967.1
Row: 13, Col: 1, Value: 14365.7
Row: 14, Col: 1, Value: 16305.88
Row: 15, Col: 1, Value: 16354.92
Row: 16, Col: 1, Value: 16104.39
Row: 17, Col: 1, Value: 15072.19
Row: 18, Col: 1, Value: 14621.22
Row: 19, Col: 1, Value: 14801.61
Row: 20, Col: 1, Value: 14060.02
Row: 21, Col: 1, Value: 14741.48
Row: 22, Col: 1, Value: 14280.5
Row: 23, Col: 1, Value: 14731.46
Row: 24, Col: 1, Value: 15753.64
Row: 25, Col: 1, Value: 16956.21
Row: 26, Col: 1, Value: 17668.44
Row: 27, Col: 1, Value: 18231.12
Row: 28, Col: 1, Value: 17527.14
Row: 29, Col: 1, Value: 18034.42
Row: 30, Col: 1, Value: 17899.84
Row: 31, Col: 1, Value: 19463.09
Row: 32, Col: 1, Value: 19659.8
Row: 33, Col: 1, Value: 19587.33
Row: 34, Col: 1, Value: 20343.08
Row: 35, Col: 1, Value: 20664.01
Row: 36, Col: 1, Value: 21160.94
Row: 37, Col: 1, Value: 20322.37
$
$20,322
EXPLANATION OF TERMS
UNDERSTANDING
PERFORMANCE
Because these funds invest
in stocks, their performance
is related to that of the overall
stock market. Historically,
stock market performance
has been characterized by
volatility in the short run and
growth in the long run. You
can see these two
characteristics reflected in the
funds' performance; the
year-by-year total returns on
page 9 show that short-term
returns can vary widely, while
the returns at left show
long-term growth.
(checkmark)
TOTAL RETURN is the change in value of an investment in a fund over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
THE S&P 500(Registered trademark) is the Standard & Poor's
500 Composite Stock Price Index, a widely recognized, unmanaged index of
common stock prices. THE RUSSELL 2000 (Registered trademark) is a
broad index of small capitalization stocks. The S&P 500 and Russell
2000 figures assume reinvestment of all dividends paid by stocks included
in the indices. They do not, however, include any allowance for the
brokerage commissions or other fees you would pay if you actually invested
in the stocks comprising the indices.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
THE COMPETITIVE FUNDS AVERAGES, which assume reinvestment of distributions,
are published by Lipper Analytical Services, Inc. New Millennium compares
its performance to the Lipper Growth Funds Average, and Emerging Growth
compares to the Lipper Small Company Growth Funds Average. These averages
currently reflect the performance of over 444 and 193 mutual
funds with similar objectives, respectively.
Other illustrations of fund performance may show moving averages over
specified periods.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
GROWTH COMPANY
Calendar year total returns 1984 1985 1986 1987 1988 1989 1990 1991 1992
1993
New Millennium -5.50 % 39.91 % 13.03 % -1.70 %
16.06 % 41.64 % 3.59 % 48.33 %
7.94 % 16.19 %
Competitive funds average -2.03 % 28.49 % 14.2 %
2.59 % 14.33 % 26.77 % -4.72 % 37.0
8 % 7.86 % 10.61 %
Percentage (%)
Row: 1, Col: 1, Value: -5.5
Row: 1, Col: 2, Value: -2.03
Row: 2, Col: 1, Value: 39.91
Row: 2, Col: 2, Value: 28.49
Row: 3, Col: 1, Value: 13.03
Row: 3, Col: 2, Value: 14.2
Row: 4, Col: 1, Value: -1.7
Row: 4, Col: 2, Value: 2.59
Row: 5, Col: 1, Value: 16.06
Row: 5, Col: 2, Value: 14.33
Row: 6, Col: 1, Value: 41.64
Row: 6, Col: 2, Value: 26.77
Row: 7, Col: 1, Value: 3.59
Row: 7, Col: 2, Value: -4.72
Row: 8, Col: 1, Value: 48.33
Row: 8, Col: 2, Value: 37.08
Row: 9, Col: 1, Value: 7.94
Row: 9, Col: 2, Value: 7.859999999999999
Row: 10, Col: 1, Value: 16.19
Row: 10, Col: 2, Value: 10.61
New
Millennium

(not load
adjusted)
Competitive
funds
average
EMERGING GROWTH
Calendar year total returns 1991 1992 1993
Emerging Growth 67.10 % 8.36 % 19.8
8 %
Competitive funds average 50.73 % 12.7
5 % 16.93 %
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 1, Col: 2, Value: nil
Row: 2, Col: 1, Value: nil
Row: 2, Col: 2, Value: nil
Row: 3, Col: 1, Value: nil
Row: 3, Col: 2, Value: nil
Row: 4, Col: 1, Value: 0.0
Row: 4, Col: 2, Value: 0.0
Row: 5, Col: 1, Value: 0.0
Row: 5, Col: 2, Value: 0.0
Row: 6, Col: 1, Value: 0.0
Row: 6, Col: 2, Value: 0.0
Row: 7, Col: 1, Value: 0.0
Row: 7, Col: 2, Value: 0.0
Row: 8, Col: 1, Value: 67.09999999999999
Row: 8, Col: 2, Value: 50.73
Row: 9, Col: 1, Value: 8.360000000000001
Row: 9, Col: 2, Value: 12.75
Row: 10, Col: 1, Value: 19.88
Row: 10, Col: 2, Value: 16.93
Emerging
Growth

(not load
adjusted)
Competitive
funds
average
YOUR ACCOUNT

FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(bullet) Number of Fidelity mutual
funds: over 200
(bullet) Assets in Fidelity mutual
funds: over $ 200 billion
(bullet) Number of shareholder
accounts: over 15 million
(bullet) Number of investment
analysts and portfolio
managers: over 200
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANTS
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal age
and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION PLANS
allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.
(bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations.
(bullet) 401(K) PROGRAMS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
ONCE EACH BUSINESS DAY, TWO SHARE PRICES ARE CALCULATED FOR EACH FUND: the
offering price and the net asset value (NAV). The offering price includes
the 3% sales charge, which you pay when you buy shares, unless you qualify
for a reduction or waiver as described on page 23 . When you buy
shares at the offering price, Fidelity deducts 3% and invests the rest at
the NAV.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated
at 4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page 13 . If there is no application
accompanying this prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(bullet) Mail in an application with a check, or
(bullet) Open your account by exchanging from another Fidelity fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(Registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business
days to ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity retirement accounts $500
TO ADD TO AN ACCOUNT $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500

(checkmark)
$2,500 Investment
Row: 1, Col: 1, Value: 25.0
Row: 1, Col: 2, Value: 75.0
Row: 1, Col: 3, Value: 75.0
Row: 1, Col: 4, Value: 75.0
Row: 1, Col: 5, Value: 75.0
Row: 1, Col: 6, Value: 75.0
Row: 1, Col: 7, Value: 75.0
Row: 1, Col: 8, Value: 75.0
Row: 1, Col: 9, Value: 75.0
Row: 1, Col: 10, Value: 75.0
Row: 1, Col: 11, Value: 75.0
Row: 1, Col: 12, Value: 75.0
Row: 1, Col: 13, Value: 75.0
Row: 1, Col: 14, Value: 75.0
Row: 1, Col: 15, Value: 75.0
Row: 1, Col: 16, Value: 75.0
Row: 1, Col: 17, Value: 75.0
Row: 1, Col: 18, Value: 75.0
Row: 1, Col: 19, Value: 75.0
Row: 1, Col: 20, Value: 75.0
Row: 1, Col: 21, Value: 75.0
Row: 1, Col: 22, Value: 75.0
Row: 1, Col: 23, Value: 75.0
Row: 1, Col: 24, Value: 75.0
Row: 1, Col: 25, Value: 75.0
Row: 1, Col: 26, Value: 75.0
Row: 1, Col: 27, Value: 75.0
Row: 1, Col: 28, Value: 75.0
Row: 1, Col: 29, Value: 75.0
Row: 1, Col: 30, Value: 75.0
Row: 1, Col: 31, Value: 75.0
Row: 1, Col: 32, Value: 75.0
Row: 1, Col: 33, Value: 75.0
Row: 1, Col: 34, Value: 75.0

3% sales charge = $75
Value of Investment = $2,425

<TABLE>
<CAPTION>
<S> <C> <C>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
MAIL (bullet) Complete and sign the (bullet) Make your check
application. Make your payable to the complete
check payable to the name of the fund of
complete name of the your choice. Indicate
fund of your choice. your fund account
Mail to the address number on your check
indicated on the and mail to the address
application. printed on your account
statement.
(bullet) Exchange by mail: call
1-800-544-6666 for
instructions.

</TABLE>

WIRE (bullet) Call 1-800-544-7777 to (bullet) Not available for
set up your account retirement accounts.
and to arrange a wire (bullet) Wire to:
transaction. Not Bankers Trust
available for retirement Company,
accounts. Bank Routing
(bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify the complete
Bank Routing name of the fund and
#021001033, include your account
Account #00163053. number and your
Specify the complete name.
name of the fund and
include your new
account number and
your name.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
TDD - SERVICE FOR THE DEAF AND HEARING-IMPAIRED: 1-800-544-0118

</TABLE>

IF YOU SELL SHARES OF EMERGING GROWTH AFTER HOLDING THEM LESS THAN 90 DAYS,
THE FUND WILL DEDUCT A REDEMPTION FEE EQUAL TO .75% OF THE VALUE OF THOSE
SHARES.

<TABLE>
<CAPTION>
<S> <C> <C>
PHONE All account types (bullet) Maximum check request:
1-800-544-7777 except retirement $100,000.
(bullet) For Money Line transfers to
All account types your bank account; minimum:
none ; maximum: $100,000.
(bullet) You may exchange to other
Fidelity funds if both
accounts are registered with
the same name(s), address,
and taxpayer ID number.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
TDD - SERVICE FOR THE DEAF AND HEARING-IMPAIRED: 1-800-544-0118

</TABLE>

INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(bullet) Confirmation statements (after every transaction, except
reinvestments, that affects your account balance or your account
registration)
(bullet) Account statements (quarterly)
(bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in a fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. The shares you exchange will
carry credit for any sales charge you previously paid in connection with
their purchase.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For complete policies and
restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page 22.
SYSTEMATIC WITHDRAWAL PLANS let you set up monthly or quarterly redemptions
from your account. Because of the funds' sales charge, you may not want to
set up a systematic withdrawal plan during a period when you are buying
shares on a regular basis.
FIDELITY MONEY LINE(Registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.

FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND

<TABLE>
<CAPTION>
<S> <C> <C>
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly, (bullet) To establish, call 1-800-544-6666 after
bimonthly, both accounts are opened.
quarterly, or (bullet) To change the amount or frequency of
annually your investment, call 1-800-544-6666.

</TABLE>

A BECAUSE THEIR SHARE PRICES FLUCTUATE, THESE FUNDS MAY NOT BE APPROPRIATE
CHOICES FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends and capital gains are
distributed in January and December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. Each fund offers four
options:
5. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
6. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
7. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
8. DIRECTED DIVIDENDS(Registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
SHARES PURCHASED THROUGH REINVESTMENT of dividend and capital gain
distributions are not subject to the funds' 3% sales charge. Likewise, if
you direct distributions to a fund with a 3% sales charge, you will not pay
a sales charge on those purchases.
When a fund deducts a distribution from its NAV, the reinvestment price is
the fund's NAV at the close of business that day. Cash distribution checks
will be mailed within seven days.
TAXES
As with any investment, you should consider how your investment in a fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.

UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
Each fund earns dividends
from stocks and interest from
bond, money market, and
other investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund
realizes capital gains
whenever it sells securities
for a higher price than it paid
for them. These are passed
along as CAPITAL GAIN
DISTRIBUTIONS.
(checkmark)
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, each fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of a fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before a fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
<r>SHAREHOLDER AND ACCOUNT POLICIES</r>

TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates each fund's NAV and offering
price as of the close of business of the NYSE, normally 4 p.m. Eastern
time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
Each fund's assets are valued primarily on the basis of market quotations.
If quotations are not readily available, assets are valued by a method that
the Board of Trustees believes accurately reflects fair value. Foreign
securities are valued on the basis of quotations from the primary market in
which they are traded, and are translated from the local currency into U.S.
dollars using current exchange rates.
THE OFFERING PRICE (price to buy one share) is a fund's NAV plus a
sales charge. The sales charge is 3% of the offering price, or 3.09% of the
net amount invested. The REDEMPTION PRICE (price to sell one share) is the
fund's NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Note that Fidelity will
not be responsible for any losses resulting from unauthorized transactions
if it follows reasonable procedures designed to verify the identity of the
caller. Fidelity will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page 22 . Purchase orders may be refused if, in FMR's opinion,
they are of a size that would disrupt management of a fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(bullet) All of your purchases must be made in U.S. dollars and checks
must be drawn on U.S. banks.
(bullet) Fidelity does not accept cash.
(bullet) When making a purchase with more than one check, each check must
have a value of at least $50.
(bullet) Each fund reserves the right to limit the number of checks
processed at one time.
(bullet) If your check does not clear, your purchase will be cancelled and
you could be liable for any losses or fees a fund or its transfer agent has
incurred.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
YOU MAY BUY SHARES OF THE FUNDS (AT THE OFFERING PRICE) OR SELL THEM
THROUGH A BROKER, who may charge you a fee for this service. If you invest
through a broker or other institution, read its program materials for any
additional service features or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
Fidelity Distributors Corporation (FDC) may enter confirmed purchase orders
on behalf of customers by phone, with payment to follow no later than the
time when a fund is priced on the following business day. If payment is not
received by that time, the financial institution could be held liable for
resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(bullet) Normally, redemption proceeds will be mailed to you on the next
business day, but if making immediate payment could adversely affect a
fund, it may take up to seven days to pay you.
(bullet) Fidelity Money Line redemptions generally will be credited to
your bank account on the second or third business day after your phone
call.
(bullet) Each fund may hold payment on redemptions until it is reasonably
satisfied that investments made by check or Fidelity Money Line have been
collected, which can take up to seven business days.
(bullet) Redemptions may be suspended or payment dates postponed when the
NYSE is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.
THE REDEMPTION FEE for Emerging Growth, if applicable, will be
deducted from the amount of your redemption. T his fee is paid
to the fund rather than FMR, and it does not apply to shares that were
acquired through reinvestment of distributions. If shares you are redeeming
were not all held for the same length of time, those shares you held
longest will be redeemed first for purposes of determining whether the fee
applies.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000 , you will be given 30
days' notice to reestablish the minimum balance. If you do not increase
your balance, Fidelity reserves the right to close your account and send
the proceeds to you. Your shares will be redeemed at the NAV on the day
your account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC collects the proceeds from each fund's 3% sales charge and may pay a
portion of them to securities dealers who have sold fund shares, or to
others, including banks and other financial institutions (qualified
recipients), under special arrangements in connection with FDC's sales
activities. The sales charge paid to qualified recipients is 2.75% of a
fund's offering price.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the funds without
reimbursement from the funds. In some instances, these incentives may be
offered only to certain institutions whose representatives provide services
in connection with the sale or expected sale of significant amounts of
shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of a fund for
shares of other Fidelity funds. However, you should note the following:
(bullet) The fund you are exchanging into must be registered for sale in
your state.
(bullet) You may only exchange between accounts that are registered in the
same name, address, and taxpayer identification number.
(bullet) Before exchanging into a fund, read its prospectus.
(bullet) If you exchange into a fund with a sales charge, you pay the
percentage-point difference between that fund's sales charge and any sales
charge you have previously paid in connection with the shares you are
exchanging. For example, if you had already paid a sales charge of 2% on
your shares and you exchange them into a fund with a 3% sales charge, you
would pay an additional 1% sales charge.
(bullet) Exchanges may have tax consequences for you.
(bullet) Because excessive trading can hurt fund performance and
shareholders, each fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(bullet) The exchange limit may be modified for accounts in certain
institutional retirement plans to conform to plan exchange limits and
Department of Labor regulations. See your plan materials for further
information.
(bullet) Each fund reserves the right to refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to invest
the money effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
(bullet) Your exchanges may be restricted or refused if a fund receives or
anticipates simultaneous orders affecting significant portions of the
fund's assets. In particular, a pattern of exchanges that coincides with a
"market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
SALES CHARGE REDUCTIONS AND WAIVERS
REDUCTIONS. A fund's sales charge may be reduced if you invest directly
with Fidelity or through prototype or prototype-like retirement plans
sponsored by FMR or FMR Corp. The amount you invest, plus the value of your
account, must fall within the ranges shown below. However, purchases made
with assistance or intervention from a financial intermediary are not
eligible. Call Fidelity to see if your purchase qualifies.
Ranges Sales charge Net amount
invested
$0 - 249,999 3% 3.09%
$250,000 - 499,999 2% 2.04%
$500,000 - 999,999 1% 1.01%
$1,000,000 or more none none
The sales charge will also be reduced by the percentage of any sales
charge you previously paid on investments in other Fidelity funds (not
including Fidelity's Foreign Currency Funds). Similarly, your shares carry
credit for any sales charge you would have paid if the reductions in the
table above had not existed. These sales charge credits only apply to
purchases made in one of the ways listed below, and only if you
continuously owned Fidelity fund shares or a Fidelity brokerage core
account, or participated in the CORPORATEplan for Retirement Program.
9. By exchange from another Fidelity fund.
10. With proceeds of a transaction within a Fidelity brokerage core
account, including any free credit balance, core money market fund, or
margin availability, to the extent such proceeds were derived from
redemption proceeds from another Fidelity fund.
11. With redemption proceeds from one of Fidelity's Foreign Currency Funds,
if the Foreign Currency Fund shares were originally purchased with
redemption proceeds from a Fidelity fund.
12. Through the Directed Dividends Option (see page 18 ).
13. By participants in The CORPORATEplan for Retirement Program when shares
are purchased through plan-qualified loan repayments, and for exchanges
into and out of the Managed Income Portfolio.
WAIVERS. A fund's sales charge will not apply:
1. If you buy shares as part of an employee benefit plan having more than
200 eligible employees or a minimum of $3 million in plan assets invested
in Fidelity mutual funds. Plan sponsors are encouraged to notify Fidelity
when they first satisfy either of these requirements.
2. To shares in a Fidelity Rollover IRA account purchased with the proceeds
of a distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan that
both qualified for waiver (1) above and had at least some of its assets
invested in Fidelity-managed products.
3. If you are a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code) investing $100,000 or more.
4. If you purchase shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code).
5. If you are an investor participating in the Fidelity Trust Portfolios
program.
6. To shares purchased through Portfolio Advisory Services.
7. If you are a current or former trustee or officer of a Fidelity fund or
a current or retired officer, director, or full-time employee of FMR Corp.
or its direct or indirect subsidiaries (a Fidelity Trustee or employee),
the spouse of a Fidelity trustee or employee, a Fidelity trustee or
employee acting as custodian for a minor child, or a person acting as
trustee of a trust for the sole benefit of the minor child of a Fidelity
trustee or employee.
8. If you are a bank trust officer, registered representative, or other
employee of a qualified recipient, as defined on page 21 .
9. To contributions and exchanges to a prototype or prototype-like
retirement plan sponsored by FMR Corp. or FMR and which is marketed and
distributed directly to plan sponsors or participants without any
assistance or intervention from any intermediary distribution channel.
10. If you are a registered investment adviser (RIA) purchasing for your
discretionary accounts, provided you execute a Fidelity RIA load waiver
agreement which specifies certain aggregate minimum and operating
provisions. This waiver is available only for shares purchased directly
from Fidelity, without a broker, and is unavailable if the RIA is part of
an organization principally engaged in the brokerage business.
11. If you are a trust institution or bank trust department purchasing for
your non-discretionary, non-retirement fiduciary accounts, provided you
execute a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is available, if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
These waivers must be qualified through FDC in advance. More detailed
information about waivers (1), (2), (5), and ( 9 ) is contained in the
Statement of Additional Information. A representative of your plan or
organization should call Fidelity for more information.
THE FUNDS IN DETAIL

CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. In technical terms, each fund is
currently a diversified fund of Fidelity Mt. Vernon Street Trust, an
open-end management investment company organized as a Massachusetts
business trust on October 12, 1982.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. You are entitled to one
vote for each share you own.
FMR AND ITS AFFILIATES
The funds are managed by FMR, which chooses their investments and handles
their business affairs. Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far East)
assist FMR with foreign investments.
Robert E. Stansky is manager and vice president of Growth Company, which he
has managed since April 1987. Mr. Stansky also manages Advisor Equity:
Growth. Previously, he managed Emerging Growth and Select Defense and
Aerospace. He joined Fidelity in 1983.
Lawrence Greenberg is manager of Emerging Growth which he has managed since
October 1993. He also manages VIP: Growth. Previously, Mr. Greenberg
managed Select Environmental Services and Select Medical Delivery and
served as a research analyst for several other Select funds. He also
assisted on Magellan Fund. Mr. Greenberg joined Fidelity in 1986.
FDC distributes and markets Fidelity's funds and services. Fidelity Service
Co. (FSC) performs transfer agent and servicing functions for the funds.
FMR Corp. is the parent company of these organizations. Through ownership
of voting common stock, Edward C. Johnson 3d (President and a trustee of
the trust), Johnson family members, and various trusts for the benefit of
the Johnson family form a controlling group with respect to FMR Corp.
A broker-dealer may use a portion of the commissions paid by a fund to
reduce the fund's custodian or transfer agent fees. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
a fund's transactions, provided that the fund receives brokerage services
and commission rates comparable to those of other broker-dealers.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its share
price or dividends; they are neither billed directly to shareholders nor
deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. Each fund also pays OTHER EXPENSES, which
are explained on page 27 .
FMR may, from time to time, agree to reimburse the funds for management
fees and other expenses above a specified limit. FMR retains the ability to
be repaid by a fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The amount of
the fee is determined by taking a BASIC FEE and then applying a PERFORMANCE
ADJUSTMENT. The performance adjustment either increases or decreases the
management fee, depending on how well a fund has performed relative to an
index.
Manage = Ba +/- Performa
ment sic nce
fee fee adjustme
nt

THE BASIC FEE RATE (calculated monthly) is calculated by adding a group fee
rate to an individual fund fee rate, and multiplying the result by a fund's
average net assets. The group fee rate is based on the average net assets
of all the mutual funds advised by FMR. This rate cannot rise above .52%,
and it drops as total assets under management increase.
For November 1993, the group fee rate was .33 %. The individual fund
fee rate is .35% for New Millennium and .35% for Emerging Growth. The basic
fee rate for fiscal 1993 was .63 % for New Millennium and .68 %
for Emerging Growth.
THE PERFORMANCE ADJUSTMENT RATE is calculated monthly by comparing a fund's
performance to that of an index, the S&P 500 for Growth Company and the
Russell 2000 for Emerging Growth, over the most recent 36-month period. The
difference is translated into a dollar amount that is added to or
subtracted from the basic fee. The maximum annualized performance
adjustment rate is + or - .20%.
The total management fee for fiscal 1993 was .75 % for New Millennium
and .80 % for Emerging Growth.
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on companies
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
OTHER EXPENSES
While the management fee is a significant component of the funds' annual
operating costs, the funds have other expenses as well.
The funds contract with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing each fund's investments, and handling securities loans. In fiscal
1993, New Millennium and Emerging Growth paid FSC fees equal to .04 %
and .05 %, respectively, of average net assets.
UNDERSTANDING THE
MANAGEMENT FEE
The basic fee FMR receives
is designed to be responsive
to changes in FMR's total
assets under management.
Building this variable into the
fee calculation assures
shareholders that they will
pay a lower rate as FMR's
assets under management
increase.
Another variable, the
performance adjustment,
rewards FMR when the fund
outperforms an established
index of stock market
performance and reduces
FMR's fee when the fund
underperforms this index.
(checkmark)
The funds also pay other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity.
For fiscal 1993, the portfolio turnover rates for New Millennium and
Emerging Growth were 159 % and 332 %, respectively. These rates
vary from year to year. High turnover rates increase transaction costs and
may increase taxable capital gains. FMR considers these effects when
evaluating the anticipated benefits of short-term investing.
INVESTMENT PRINCIPLES
GROWTH COMPANY seeks capital appreciation by investing primarily in common
stocks and securities convertible into common stock of companies that FMR
believes have above-average growth potential.
Growth may be measured by factors such as earnings or gross sales. FMR
tends to focus on smaller, lesser known companies in new and emerging areas
of the economy. However, FMR may also pursue growth in larger or
revitalized companies that hold a strong position in the market. These may
be found in mature or declining industries.
EMERGING GROWTH seeks capital appreciation by investing at least 65% of its
total assets in equity securities of emerging growth companies. FMR
considers emerging growth companies to be those in the developing stages of
their life cycle that offer the potential for accelerated earnings or
revenue growth. Although FMR focuses on companies with market
capitalization of $1 billion or less, emerging growth companies can be any
size.
COMPANIES WITH STRONG GROWTH POTENTIAL often have new products,
technologies, distribution channels, or other opportunities. As a general
rule, these domestic and foreign companies tend to be small and mid-sized
companies that have higher than average price/earnings (P/E) ratios. A high
P/E ratio means that the stock is more expensive than average
relative to the company's earnings. The market prices of these stocks
may be particularly sensitive to economic, market, or company news.
Each fund will spread investment risk by limiting its holdings in any one
company or industry. FMR may use various investment techniques to hedge a
fund's risks, but there is no guarantee that these strategies will work as
FMR intends. When you sell your shares, they may be worth more or less than
what you paid for them.
FMR normally invests each fund's assets according to its investment
strategy. When FMR considers it appropriate, however, it may temporarily
invest substantially in investment-grade debt securities and money market
instruments, including repurchase agreements.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the funds may invest, and strategies FMR may employ in
pursuit of the funds' investment objectives. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
funds achieve their goals. As a shareholder, you will receive financial
reports every six months detailing fund holdings and describing recent
investment activities.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. This ownership interest
often gives a fund the right to vote on measures affecting the company's
organization and operations. Although common stocks have a history of
long-term growth in value, their prices tend to fluctuate in the short
term, particularly those of smaller companies.
RESTRICTIONS: A fund may not own more than 10% of the outstanding voting
securities of a single issuer. For Emerging Growth , this
restriction only applies to 75% of its total assets.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. Debt
securities, loans, and other direct debt have varying degrees of quality
and varying levels of sensitivity to changes in interest rates. Longer-term
bonds are generally more sensitive to interest rate changes than short-term
bonds.
RESTRICTIONS: A fund does not currently intend to invest more than 5% of
its assets in lower-quality debt securities, commonly called "junk bonds"
(those rated below Baa by Moody's or BBB by S&P, and unrated securities
judged by FMR to be of equivalent quality).
FOREIGN SECURITIES and foreign currencies may involve additional risks.
These include currency fluctuations, risks relating to political or
economic conditions in the foreign country, and the potentially less
stringent investor protection and disclosure standards of foreign
markets. In addition to the political and economic factors that can
affect foreign securities, a governmental issuer may be unwilling to repay
principal and interest when due, and may require that the conditions for
payment be renegotiated. These factors could make foreign investments,
especially those in developing countries, more volatile.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of other securities may be subject to legal restrictions.
Difficulty in selling securities may result in a loss or may be costly to a
fund.
RESTRICTIONS: A fund may not purchase a security if, as a result, more than
10% of its assets would be invested in illiquid securities.
OTHER I NSTRUMENTS may include closed-end investment companies,
depositary receipts, and rights.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS: A fund may not invest more than 5% of its total assets in any
one issuer. For Emerging Growth, this restriction only applies to
75% of its total assets. A fund may not invest more than 25% of its total
assets in any one industry. These limitations do not apply to U.S.
government securities.
BORROWING. A fund may borrow from banks or from other funds advised by FMR,
or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: A fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
FBSI, an affiliate of FMR, is a means of earning income. This practice
could result in a loss or a delay in recovering a fund's securities. A fund
may also lend money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of a fund's total
assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
GROWTH COMPANY seeks capital appreciation. It will seek to do so primarily
by investments in the common stock and securities convertible into common
stock of companies that in FMR's judgment are experiencing or have the
potential to experience above-average growth characteristics. If in FMR's
opinion, market conditions are such that a more conservative approach to
investment is deemed desirable, then the fund may temporarily make
substantial investments in fixed-income obligations of all types (including
U.S. government obligations and repurchase agreements). The fund may not
invest more than 5% of its total assets in any one issuer and may not own
more than 10% of the outstanding voting securities of a single issuer.
EMERGING GROWTH seeks capital appreciation. With respect to 75% of total
assets, the fund may not invest more than 5% of its total assets in any one
issuer and may not own more than 10% of the outstanding voting securities
of a single issuer.
EACH FUND may not invest more than 25% of its total assets in
any one industry. Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 33% of its total assets. Loans, in
the aggregate, may not exceed 33% of a fund's total assets.

This prospectus is printed on recycled paper using soy-based inks.

FIDELITY GROWTH COMPANY FUND
FIDELITY EMERGING GROWTH FUND
FUNDS OF FIDELITY MT. VERNON STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 20, 1994
This Statement is not a prospectus but should be read in conjunction with
the funds' current Prospectus (dated January 20, 1994). Please retain this
document for future reference. Each fund's Annual Report for the fiscal
year ended November 30, 1993 is incorporated herein by reference. To obtain
an additional copy of the Prospectus or an Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE
Investment Policies and Limitations
Portfolio Transactions
Valuation of Portfolio Securities
Performance
Additional Purchase and Redemption Information
Distributions and Taxes
FMR
Trustees and Officers
Management Contracts
Contracts With Companies Affiliated With FMR
Description of the Trust
Financial Statements
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Co. (FSC)
GCF/FEG-ptb-194

INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
Each fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, for Emerging Growth Fund, except for the fundamental investment
limitations set forth below, the investment policies and limitations
described in this Statement of Additional Information are not fundamental
and may be changed without shareholder approval.
INVESTMENT LIMITATIONS OF GROWTH COMPANY FUND
THE FOLLOWING ARE GROWTH COMPANY FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS
SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States, its agencies, or
instrumentalities) if, as a result thereof, (a) more than 5% of the fund's
total assets (taken at current value) would be invested in the securities
of such issuer, or (b) the fund would own more than 10% of the outstanding
voting securities of such issuer;
(2) issue senior securities;
(3) engage in short sales of securities (unless it owns or by virtue of its
ownership of other securities has the right to obtain securities equivalent
in kind and amount to the securities sold), provided, however, that the
fund may purchase or sell futures contracts;
(4) purchase any securities or other property on margin, provided, however,
that the fund may make initial and variation margin payments in connection
with purchases or sales of futures contracts or of options on futures
contracts;
(5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of the fund's total assets by reason of a decline in
net assets will be reduced within three days (exclusive of Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(6) underwrite any issue of securities (except to the extent that the fund
may be deemed to be an underwriter within the meaning of the Securities Act
of 1933 in the disposition of restricted securities);
(7) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States, its agencies, or
instrumentalities) if, as a result thereof, more than 25% of the fund's
total assets (taken at current value) would be invested in the securities
of one or more issuers having their principal business activities in the
same industry;
(8) purchase or sell real estate (but this shall not prevent the fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);
(9) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);
(10) lend any security or make any other loan if, as a result, more than 33
1/3% of the fund's total assets would be lent to other parties except (i)
through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies, and limitations, or
(ii) by engaging in repurchase agreements with respect to portfolio
securities;
(11) purchase securities of other investment companies (except in the open
market where no commission except the ordinary broker's commission is paid,
or as a part of a merger or consolidation, and in no event may investments
in such securities exceed 10% of the total assets of the fund);
(12) purchase the securities of any issuer if, as a result thereof, more
than 5% of the fund's total assets (taken at current value) would be
invested in the securities of companies which, including predecessors, have
a record of less than three years' continuous operation;
(13) invest in oil, gas, or other mineral exploration or development
programs; or
(14) purchase or retain the securities of any issuer other than the
securities of the fund, if, to the fund's knowledge, those directors and
officers of the fund, or the Manager, who individually own beneficially
more than 1/2 of 1% of the outstanding securities of such issuer, together
own beneficially more than 5% of such outstanding securities.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short.
(ii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (5)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iii) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(iv) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(v) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
INVESTMENT LIMITATIONS OF EMERGING GROWTH FUND
THE FOLLOWING ARE EMERGING GROWTH FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS
SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government, or any of its agencies or instrumentalities) if, as a result
thereof, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) sell securities short, unless it owns, or has the right to obtain,
securities equivalent in kind and amount to the securities sold short, and
provided that transactions in futures contracts and options are not deemed
to constitute selling securities short;
(4) purchase securities on margin, except that the fund may obtain such
short-term credits as are necessary for the clearance of transactions, and
provided that margin payments in connection with futures contracts and
options on futures contracts shall not constitute purchasing securities on
margin;
(5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed this amount will be reduced within three days (not including
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation;
(6) underwrite securities issued by others, except to the extent that the
fund may be considered to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(7) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(8) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(9) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(10) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties (for this purpose,
purchasing debt securities and engaging in repurchase agreements do not
constitute lending).
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short.
(ii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (5)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iii) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(iv) The fund does not currently intend to invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(v) The fund does not currently intend to purchase or sell futures
contracts on physical commodities.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
AFFILIATED BANK TRANSACTIONS. Pursuant to exemptive orders issued by the
Securities and Exchange Commission (SEC), the funds may engage in
transactions with banks that are, or may be considered to be, "affiliated
persons" of the funds under the Investment Company Act of 1940. Such
transactions may be entered into only pursuant to procedures established
and periodically reviewed by the Board of Trustees. These transactions may
include repurchase agreements with custodian banks; purchases, as
principal, of short-term obligations of, and repurchase agreements with,
the 50 largest U.S. banks (measured by deposits); transactions in municipal
securities; and transactions in U.S. government securities with affiliated
banks that are primary dealers in these securities.
FUNDS' RIGHTS AS A SHAREHOLDER. The funds do not intend to direct or
administer the day-to-day operations of any company. Each fund, however,
may exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of a fund's investment in the company.
The activities that a fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is increasingly
prone to litigation and it is possible that a fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against the funds and the risk of actual liability if a fund is involved in
litigation. No guarantee can be made, however, that litigation against a
fund will not be undertaken or liabilities incurred.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of each fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of each fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features) and (5) the nature of the marketplace for
trades (including the ability to assign or offset each fund's rights and
obligations relating to the investment). Investments currently considered
by the fund to be illiquid include repurchase agreements not entitling the
holder to payment of principal and interest within seven days,
over-the-counter options, and non-government stripped fixed-rate mortgage
backed securities. Also, FMR may determine some restricted securities,
government stripped fixed-rate mortgage-backed securities, loans and other
direct debt instruments, and swap agreements to be illiquid. However, with
respect to over-the-counter options the funds write, all or a portion of
the value of the underlying instrument may be illiquid depending on the
assets held to cover the option and the nature and terms of any agreement
the funds may have to close out the option before expiration. In the
absence of market quotations, illiquid investments are priced at fair value
as determined in good faith by a committee appointed by the Board of
Trustees. If through a change in values, net assets, or other
circumstances, either fund were in a position where more than 10% of its
net assets were invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time the fund may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed-upon price on an agreed-upon date within a number of days from
the date of purchase. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement involves the
obligation of the seller to pay the agreed-upon price, which obligation is
in effect secured by the value (at least equal to the amount of the
agreed-upon resale price and marked to market daily) of the underlying
security. Each fund may engage in repurchase agreements with respect to any
security in which it is authorized to invest. While it does not presently
appear possible to eliminate all risks from these transactions
(particularly the possibility of a decline in the market value of the
underlying securities, as well as delays and costs to a fund in connection
with bankruptcy proceedings), it is each fund's current policy to limit
repurchase agreement transactions to those parties whose creditworthiness
has been reviewed and found satisfactory by FMR.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, a fund will maintain appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement. The funds
will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of a fund's assets and may be
viewed as a form of leverage.
INTERFUND BORROWING PROGRAM. The funds have received permission form the
SEC to lend money to and borrow money from other funds advised by
FMR or its affiliates. Interfund loans and borrowings normally will extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. The fund will lend through the program only
when the returns are higher than those available at the same time from
other short-term instruments (such as repurchase agreements), and will
borrow through the program only when the costs are equal to or lower than
the cost of bank loans. The funds may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed. Any
delay in repayment to a lending fund could result in a lost investment
opportunity or additional borrowing costs.
SECURITIES LENDING. Each fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that the fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease a fund's exposure to long- or
short-term interest rates (in the U.S. or abroad), foreign currency values,
mortgage securities, corporate borrowing rates, or other factors such as
security prices or inflation rates. Swap agreements can take many different
forms and are known by a variety of names. The fund s are not
limited to any particular form of swap agreement if FMR determines it is
consistent with the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from
one type of investment to another. For example, if a fund agreed to
exchange payments in dollars for payments in foreign currency, the swap
agreement would tend to decrease the fund's exposure to U.S. interest rates
and increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of a fund's investments and its share price.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from a fund. If a swap
agreement calls for payments by a fund, the fund must be prepared to
make such payments when due. In addition, if the counterparty's
creditworthiness declined, the value of a swap agreement would be likely to
decline, potentially resulting in losses. The fund s expect to be
able to eliminate their exposure under swap agreements either by
assignment or other disposition, or by entering into an offsetting swap
agreement with the same party or a similarly creditworthy party.
Each fund will maintain appropriate liquid assets in a segregated
custodial account to cover their current obligations under swap
agreements. If a fund enters into a swap agreement on a net basis,
it will segregate assets with a daily value at least equal to the excess,
if any, of the fund's accrued obligations under the swap agreement over the
accrued amount the fund is entitled to receive under the agreement. If
a fund enters into a swap agreement on other than a net basis, it
will segregate assets with a value equal to the full amount of the fund's
accrued obligations under the agreement.
INDEXED SECURITIES. The funds may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
U.S. and abroad. At the same time, indexed securities are subject to the
credit risks associated with the issuer of the security, and their values
may decline substantially if the issuer's creditworthiness deteriorates.
Recent issuers of indexed securities have included banks, corporations, and
certain U.S. government agencies. Indexed securities may be more volatile
than the underlying instrument s .
LOANS AND O THER D IRECT D EBT I NSTRUMENTS are
interests in amounts owed by a corporate, governmental, or other borrower
to another party. They may represent amounts owed to lenders or lending
syndicates (loans and loan participations), to suppliers of goods or
services (trade claims or other receivables), or to other parties. Direct
debt instruments involve the risk of loss in case of default or insolvency
of the borrower and may offer less legal protection to the funds in
the event of fraud or misrepresentation. In addition, loan participations
involve a risk of insolvency of the lending bank or other financial
intermediary. Direct debt instruments may also include standby financing
commitments that obligate a fund to supply additional cash to the borrower
on demand.
FOREIGN INVESTMENTS. Foreign investments can involve significant risks in
addition to the risks inherent in U.S. investments. The value of securities
denominated in or indexed to foreign currencies, and of dividends and
interest from such securities, can change significantly when foreign
currencies strengthen or weaken relative to the U.S. dollar. Foreign
securities markets generally have less trading volume and less liquidity
than U.S. markets, and prices on some foreign markets can be highly
volatile. Many foreign countries lack uniform accounting and disclosure
standards comparable to those applicable to U.S. companies, and it may be
more difficult to obtain reliable information regarding an issuer's
financial condition and operations. In addition, the costs of foreign
investing, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than for U.S. investments.
Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers, and securities markets may be subject to less
government supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may involve
increased risks in the event of a failed trade or the insolvency of a
broker-dealer, and may involve substantial delays. It may also be difficult
to enforce legal rights in foreign countries.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
may be a greater possibility of default by foreign governments or foreign
government-sponsored enterprises. Investments in foreign countries also
involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects.
The considerations noted above generally are intensified for investments in
developing countries. Developing countries may have relatively unstable
governments, economies based on only a few industries, and securities
markets that trade a small number of securities.
The funds may invest in foreign securities that impose restrictions on
transfer within the U.S. or to U.S. persons. Although securities subject to
transfer restrictions may be marketable abroad, they may be less liquid
than foreign securities of the same class that are not subject to such
restrictions.
American Depositary Receipts and European Depositary Receipts (ADRs and
EDRs) are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar financial institution. Designed
for use in U.S. and European securities markets, respectively, ADRs and
EDRs are alternatives to the purchase of the underlying securities in their
national markets and currencies.
FOREIGN CURRENCY TRANSACTIONS. The funds may hold foreign currency deposits
from time to time, and may convert dollars and foreign currencies in the
foreign exchange markets. Currency conversion involves dealer spreads and
other costs, although commissions usually are not charged. Currencies may
be exchanged on a spot (i.e., cash) basis, or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. Forward contracts generally are traded in an inter bank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
Each fund may use currency forward contracts to manage currency risks and
to facilitate transactions in foreign securities. The following discussion
summarizes the principal currency management strategies involving forward
contracts that could be used by each fund.
In connection with purchases and sales of securities denominated in foreign
currencies, a fund may enter into currency forward contracts to fix a
definite price for the purchase or sale in advance of the trade's
settlement date. This technique is sometimes referred to as a "settlement
hedge" or "transaction hedge." FMR expects to enter into settlement hedges
in the normal course of managing a fund's foreign investments. A fund could
also enter into forward contracts to purchase or sell a foreign currency in
anticipation of future purchases or sales of securities denominated in
foreign currency, even if the specific investments have not yet been
selected by FMR.
Each fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if a fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. A fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, each fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. Each fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency forward contracts will depend on FMR's skill in
analyzing and predicting currency values. Forward contracts may
substantially change a fund's investment exposure to changes in currency
exchange rates, and could result in losses to a fund if currencies do not
perform as FMR anticipates. For example, if a currency's value rose at a
time when FMR had hedged a fund by selling that currency in exchange for
dollars, the fund would be unable to participate in the currency's
appreciation. If FMR hedges currency exposure through proxy hedges, a fund
could realize currency losses from the hedge and the security position at
the same time if the two currencies do not move in tandem. Similarly, if
FMR increases a fund's exposure to a foreign currency, and that currency's
value declines, the fund will realize a loss. There is no assurance that
FMR's use of currency forward contracts will be advantageous to a fund or
that it will hedge at an appropriate time. The policies described in this
section are non-fundamental policies of each fund.
LOWER-RATED DEBT SECURITIES. The funds may purchase lower-rated debt
securities (those rated Ba or lower by Moody's Investor s Service,
Inc. or BB or lower by Standard & Poor's Corporation that have
poor protection with respect to the payment of interest and repayment of
principal. These securities are often considered to be speculative and
involve greater risk of loss or price changes due to changes in the
issuer's capacity to pay. The market prices of lower-rated debt securities
may fluctuate more than those of higher-rated debt securities and may
decline significantly in periods of general economic difficulty, which may
follow periods of rising interest rates.
While the market for high-yield corporate debt securities has been in
existence for many years and has weathered previous economic downturns, the
1980s brought a dramatic increase in the use of such securities to fund
highly leveraged corporate acquisitions and restructurings. Past experience
may not provide an accurate indication of the future performance of the
high-yield bond market, especially during periods of economic recession. In
fact, from 1989 to 1991, the percentage of lower-rated securities that
defaulted rose significantly above prior levels , although the default
rate decreased in 1992 .
The market for lower-rated debt securities may be thinner and less active
than that for higher-rated debt securities, which can adversely affect the
prices at which the former are sold. If market quotations are not
available, lower-rated debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-rated debt
securities and a fund's ability to sell these securities.
Since the risk of default is higher for lower-rated debt securities, FMR's
research and credit analysis are an especially important part of managing
securities of this type held by the funds In considering investments for
the funds, FMR will attempt to identify those issuers of high-yielding
securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. FMR's
analysis focuses on relative values based on such factors as interest or
dividend coverage, asset coverage, earnings prospects, and the experience
and managerial strength of the issuer.
Each fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of a fund's shareholders.
SHORT SALES "AGAINST THE BOX." If a fund enters into a short sale against
the box, it will be required to set aside securities equivalent in kind and
amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. A fund will incur
transaction costs, including interest expense, in connection with opening,
maintaining, and closing short sales against the box.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund intends to file
a notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets, before engaging in any purchases or sales of futures
contracts or options on futures contracts. The funds intend to comply with
Section 4.5 of the regulations under the Commodity Exchange Act which
limits the extent to which each fund can commit assets to initial margin
deposits and option premiums.
In addition, each fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of each
fund's total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, each fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by each fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the funds' investments in futures contracts and
options, and the funds' policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, are not
fundamental policies and may be changed as regulatory agencies permit.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's 500 Composite Stock
Price Index (S&P 500). Futures can be held until their delivery dates,
or can be closed out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of each fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund obtains
the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. A fund may
terminate its position in a put option it has purchased by allowing it to
expire or by exercising the option. If the option is allowed to expire, the
fund will lose the entire premium it paid. If a fund exercises the option,
it completes the sale of the underlying instrument at the strike price. A
fund may also terminate a put option position by closing it out in the
secondary market at its current price, if a liquid secondary market exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures contract
a fund will be required to make margin payments to an FCM as described
above for futures contracts. The fund may seek to terminate its position in
a put option it writes before exercise by closing out the option in the
secondary market at its current price. If the secondary market is not
liquid for a put option the fund has written, however, the fund must
continue to be prepared to pay the strike price while the option is
outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
COMBINED POSITIONS. The funds may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the funds' current or
anticipated investments exactly. A fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests which
involves a risk that the options or futures position will not track the
performance of the fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, the
fund's access to other assets held to cover its options or futures
positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows a fund
greater flexibility to tailor an option to its needs, OTC options generally
involve greater credit risk than exchange-traded options, which are
guaranteed by the clearing organization of the exchanges where they are
traded.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The
funds may purchase and sell currency futures and may purchase and write
currency options to increase or decrease its exposure to different foreign
currencies. The funds may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
a fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of the funds' foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of a fund's investments exactly over time.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The funds will comply
with guidelines established by the SEC with respect to coverage of
options and futures strategies by mutual funds, and if the guidelines so
require, will set aside appropriate liquid assets in a segregated custodial
account in the amount prescribed. Securities held in a segregated account
cannot be sold while the futures or option strategy is outstanding, unless
they are replaced with other suitable assets. As a result, there is a
possibility that segregation of a large percentage of each fund's assets
could impede portfolio management or each fund's ability to meet redemption
requests or other current obligations.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the funds by FMR pursuant to authority contained in each fund's
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR will
consider various relevant factors, including, but not limited to, the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions ; and arrangements for payment of fund
expenses . Commissions for foreign investments traded on foreign
exchanges generally will be higher than for U.S. investments and may not be
subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
funds to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
funds and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.
FMR may allocate brokerage transactions to broker-dealers who have
entered into arrangements with FMR under which the broker-dealer allocates
a portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees of FSC or custodian fees. The
transaction quality must, however, be comparable to those of other
qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, except in accordance with
regulations of the Securities and Exchange Commission. Pursuant to such
regulations, the Board of Trustees has approved a written agreement that
permits FBSI to effect portfolio transactions on national securities
exchanges and to retain compensation in connection with such
transactions.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
funds and review the commissions paid by the funds over representative
periods of time to determine if they are reasonable in relation to the
benefits to the funds.
The funds' turnover rates for the fiscal years ended November 30,
1993, and 1992 are illustrated in the following table.
TURNOVER RATES
1993 199 2
Growth Company 159% 250%
Emerging Growth 332 531
The tables below list the total brokerage commissions paid by each
fund ; the percentage of brokerage commissions paid to brokerage firms
that provided research services; and the dollar amount of commissions paid
to FBSI for the fiscal periods ended November 30, 1993, 1992, and 1991. The
tables also list the percentage of each fund's aggregate dollar amount of
transactions executed through FBSI during the same periods. The difference
in the percentage of brokerage commissions paid to and the percentage of
the dollar amount of transactions effected through FBSI is a result of the
low commission rates charged by FBSI.
GROWTH COMPANY
Fiscal Year % Paid to Commissions % of Commissions % of
Transactions
Ended Firms Providing Paid Paid Effected
November 30 TOTAL Research To FBSI to FBSI through FBSI
1993 $4,272,456 58% $1,582,189 37% 56%
1992 4,297,157 59 1,478,464 34 45
1991 1,972,100 58 683,390 35 45

EMERGING GROWTH
Fiscal Year % Paid to Commissions % of Commissions % of
Transactions
Ended Firms Providing Paid Paid Effected
November 30 TOTAL Research To FBSI to FBSI through FBSI
1993 $2,800,470 67% $770,267 28% 45%
1992 4,166,297 59 1,370,370 33 40
1991* 1,029,083 58 320,852 31 39
* From December 28, 1990 (commencement of operations) .
From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. The funds seek to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment, whether it would be advisable for the funds to seek such
recapture.
Although the Trustees and officers of the funds are substantially the same
as those of other funds managed by FMR, investment decisions for the funds
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with a formula considered by the officers of the funds involved to be
equitable to each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as the funds are
concerned. In other cases, however, the ability of the funds to participate
in volume transactions will produce better executions and prices for the
funds. It is the current opinion of the Trustees that the desirability of
retaining FMR as investment adviser to the funds outweighs any
disadvantages that may be said to exist from exposure to simultaneous
transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Equity securities for which the
primary market is the U.S. are valued at last sale price or, if no sale has
occurred, at the closing bid price. Equity securities for which the primary
market is outside the U.S. are valued using the official closing price or
the last sale price in the principal market where they are traded. If the
last sale price (on the local exchange) is unavailable, the last evaluated
quote or last bid price is normally used. Short-term securities are valued
either at amortized cost or at original cost plus accrued interest, both of
which approximate current value. Fixed-income securities are valued
primarily by a pricing service that uses a vendor security valuation matrix
which incorporates both dealer-supplied valuations and electronic data
processing techniques. This twofold approach is believed to more accurately
reflect fair value because it takes into account appropriate factors such
as institutional trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics, and other
market data, without exclusive reliance upon quoted, exchange, or over-the
counter prices. Use of pricing services has been approved by the Board of
Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by each fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as well
as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close
of the NYSE. The values of any such securities held by each fund are
determined as of such time for the purpose of computing the fund's net
asset value. Foreign security prices are furnished by independent brokers
or quotation services which express the value of securities in their local
currency. FSC gathers all exchange rates daily at the close of the NYSE
using the last quoted price on the local currency and then translates the
value of foreign securities from their local currency into U.S. dollars.
Any changes in the value of forward contracts due to exchange rate
fluctuations and days to maturity are included in the calculation of net
asset value. If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then the security will be valued
as determined in good faith by a committee appointed by the Board of
Trustees.
PERFORMANCE
Each fund may quote its performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Each fund's share price and total
returns fluctuate in response to market conditions and other factors, and
the value of fund shares when redeemed may be more or less than their
original cost.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's net asset
value per share (NAV) over the period. Average annual returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in a fund over a stated period, and then calculating
the annually compounded percentage rate that would have produced the same
result if the rate of growth or decline in value had been constant over the
period. For example, a cumulative return of 100% over ten years would
produce an average annual return of 7.18%, which is the steady annual rate
of return that would equal 100% growth on a compounded basis in ten years.
While average annual returns are a convenient means of comparing investment
alternatives, investors should realize that a fund's performance is not
constant over time, but changes from year to year, and that average annual
returns represent averaged figures as opposed to the actual year-to-year
performance of the fund.
In addition to average annual returns, each fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. An example of this type of
illustration is given on page 13 . Total returns and other
performance information may be quoted numerically or in a table, graph, or
similar illustration. Total returns may be quoted with or without taking
each fund's 3% sales charge into account. Excluding a fund's sales charge
from a total return calculation produces a higher total return figure.
Total returns generally will not include Emerging Growth's .75% redemption
fee on shares held less than 90 days.
NET ASSET VALUE. Charts and graphs using the funds' net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by each fund
and reflects all elements of its return. Unless otherwise indicated, the
funds' adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. The funds may illustrate performance using moving
averages. A long-term moving average is the average of each week's adjusted
closing NAV for a specified period. A short-term moving average is the
average of each day's adjusted closing NAV for a specified period. Moving
Average Activity Indicators combine adjusted closing NAVs from the last
business day of each week with moving averages for a specified period to
produce indicators showing when an NAV has crossed, stayed above, or stayed
below its moving average. On November 26, 1993 , the 13-week and
39-week long- term moving averages for Growth Company were
$31.21 and $29.76 , respectively and, for Emerging Growth,
$19.96 and $18.80 respectively .
HISTORICAL FUND RESULTS. The following tables show the income and capital
elements of each fund's cumulative total return compared to the record of
the Standard & Poor's 500 Composite Stock Price Index (S&P 500),
the Dow Jones Industrial Average (DJIA), the Russell 2000 Index (Emerging
Growth only), and the cost of living (measured by the Consumer Price Index
or CPI) over the same period. The S&P 500 and DJIA comparisons are
provided to show how the funds' total returns compared to a broad average
of common stock prices and a narrower set of stocks of major industrial
companies, respectively, over the same period. Emerging Growth's comparison
to the Russell 2000 Index shows how the fund's total returns compared to
the record of a broad index of small capitalization stocks. The funds have
the ability to invest in securities not included in these indices, and
their investment portfolios may or may not be similar in composition to the
indices. The S&P 500, DJIA, and Russell 2000 Index are based on the
prices of unmanaged groups of stocks and, unlike the funds' returns, their
returns do not include the effect of paying brokerage commissions and other
costs of investing.
During the period January 17, 1983 (commencement of operations) through
November 30, 1993, a hypothetical $10,000 investment in Fidelity Growth
Company Fund would have grown to $57,050 after deducting the fund's
3% sales charge and assuming all distributions were reinvested. This was a
period of widely fluctuating stock prices and should not be considered
representative of the dividend income or capital gain or loss that could be
realized from an investment in the fund today.
FIDELITY GROWTH COMPANY FUND INDICES
Value of Value of Value of
Period Initial Reinvested Reinvested Cost
Ended $10,000 Dividend Capital Gain Total S&P of
November 30 Investment Distributions Distributions Value 500 DJIA Living**
1983* $13,105 $ 0 $ 0 $13,105 $11,867 $12,281 $10,348
1984 11,495 27 248 11,769 12,224 12,018 10,767
1985 15,627 130 337 16,094 15,767 15,582 11,145
1986 16,830 221 2,393 19,444 20,131 21,004 11,288
1987 11,543 152 4,446 16,141 19,190 20,741 11,800
1988 14,055 200 6,535 20,791 23,666 24,791 12,301
1989 19,895 502 9,800 30,197 30,966 32,927 12,873
1990 18,081 670 11,506 30,257 29,887 32,376 13,681
1991 24,851 921 15,814 41,587 35,971 37,868 14,090
1992 27,286 1,195 21,110 49,591 42,626 44,527 14,519
1993 29,983 1,453 25,614 57,050 46,931 51,093 14,908

* From January 17, 1983 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on January
17, 1983, the net amount invested in fund shares was $9,700 (assuming the
fund's 3% sales charge had been in effect at that time). The cost of the
initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$ 25,650 . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $ 582 for income
dividends and $ 10,680 for capital gain distributions. Tax
consequences of different investments have not been factored into the above
figures.
During the period December 28, 1990 (commencement of operations) through
November 30, 1993, a hypothetical $10,000 investment in Fidelity Emerging
Growth Fund would have grown to $ 20,322 after deducting the fund's
3% sales charge and assuming all distributions were reinvested. This was a
period of widely fluctuating stock prices and should not be considered
representative of the dividend income or capital gain or loss that could be
realized from an investment in the fund today.
FIDELITY EMERGING GROWTH FUND INDICES
Value of Value of Value of
Period Initial Reinvested Reinvested
Ended $10,000 Dividend Capital Gain Total S&P Russell Cost of
November 30 Investment Distributions Distributions Value 500 DJIA 2000
Living**
1991* $14,366 $ 0 $ 0 $14,366 $11,782 $11,370 $13,682 $10,299
1992 16,412 0 544 16,956 13,962 13,371 16,909 10,613
1993 19,041 23 1,259 20,322 15,372 15,341 20,113 10,897

* From December 28, 1990 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on December
28, 1990, the net amount invested in fund shares was $9,700 (assuming the
fund's 3% sales charge had been in effect at that time). The cost of the
initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$ 11,050 . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $ 19 for income
dividends and $ 1,009 for capital gain distributions. Tax
consequences of different investments have not been factored into the above
figures.
The funds' performance may be compared to the performance of other mutual
funds in general, or to the performance of particular types of mutual
funds. These comparisons may be expressed as mutual fund rankings prepared
by Lipper Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey that monitors the performance of mutual
funds. Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. In addition to the mutual fund rankings, the funds'
performance may be compared to mutual fund performance indices prepared by
Lipper.
From time to time, the funds' performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, each fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. For
example, Fidelity's FundMatchsm Program includes a workbook describing
general principles of investing, such as asset allocation, diversification,
risk tolerance, and goal setting; a questionnaire designed to help create a
personal financial profile; and an action plan offering investment
alternatives. Materials may also include discussions of Fidelity's three
asset allocation funds and other Fidelity funds, products, and
services .
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI ), and
combinations of various capital markets. The performance of these capital
markets is based on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order
to demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college; charitable
giving; and the Fidelity credit card. In addition, Fidelity may quote
financial or business publications and periodicals, including model
portfolios or allocations, as they relate to fund management, investment
philosophy, and investment techniques. Fidelity may also reprint, and use
as advertising and sales literature, articles from Fidelity Focus, a
quarterly magazine provided free of charge to Fidelity fund shareholders.
Each fund may present its fund number, Quotron(registered trademark)
number, and CUSIP number, and discuss or quote its current portfolio
manager.
VOLATILITY. The funds may quote various measures of volatility and
benchmark correlation in advertising. In addition, the funds may compare
these measures to those of other funds. Measures of volatility seek to
compare each fund's historical share price fluctuations or total returns to
those of a benchmark. Measures of benchmark correlation indicate how valid
a comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data.
MOMENTUM INDICATORS indicate each funds' price movements over specific
periods of time. Each point on the momentum indicator represents the funds'
percentage change in price movements over that period.
The fund s may advertise examples of the effects of periodic
investment plans, including the principle of dollar cost averaging. In such
a program, an investor invests a fixed dollar amount in a fund at periodic
intervals, thereby purchasing fewer shares when prices are high and more
shares when prices are low. While such a strategy does not assure a profit
or guard against loss in a declining market, the investor's average cost
per share can be lower than if fixed numbers of shares are purchased at the
same intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
The funds may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of November 30, 1993, FMR managed approximately $125 billion in
equity fund assets as defined and tracked by Lipper. This figure represents
the largest amount of equity fund assets under management by a mutual fund
investment adviser in the United States, making FMR America's leading
equity (stock) fund manager.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
As provided for in Rule 22d-1 under the Investment Company Act of 1940
(the 1940 Act), FDC exercises its right to waive each fund's 3% sales
charges on shares acquired through reinvestment of dividends and capital
gain distributions or in connection with a fund's merger with or
acquisition of any investment company or trust.
In addition, a fund's sales charge will not apply (1) if you buy shares
as part of an employee benefit plan (including the Fidelity-sponsored
403(b) and corporate IRA programs but otherwise as defined in the Employee
Retirement Income Security Act) maintained by a U.S. employer and having
more than 200 eligible employees, or a minimum of $3,000,000 in plan assets
invested in Fidelity mutual funds, or as part of an employee benefit plan
maintained by a U.S. employer that is a member of a parent-subsidiary group
of corporations (within the meaning of Section 1563(a)(1) of the Internal
Revenue Code, with "50%" substituted for "80%") any member of which
maintains an employee benefit plan having more than 200 eligible employees,
or a minimum of $3,000,000 in plan assets invested in Fidelity mutual
funds, or as part of an employee benefit plan maintained by a non-U.S.
employer having 200 or more eligible employees or a minimum of $3,000,000
in plan assets invested in Fidelity mutual funds, the assets of which are
held in a bona fide trust for the exclusive benefit of employees
participating therein; (2) to shares purchased by an insurance company
separate account used to fund annuity contracts purchased by employee
benefit plans (including 403(b) programs, but otherwise as defined in the
Employee Retirement Income Security Act), which, in the aggregate, have
either more than 200 eligible employees or a minimum of $3,000,000 in
assets invested in Fidelity funds; (3) to shares in a Fidelity IRA account
purchased (including purchases by exchange) with the proceeds of a
distribution from an employee benefit plan provided that: (i) at the time
of the distribution, the employer, or an affiliate (as described in
exemption (1) above) of such employer, maintained at least one employee
benefit plan that qualified for exemption (1) and that had at least some
portion of its assets invested in one or more mutual funds advised by FMR,
or in one or more accounts or pools advised by Fidelity Management Trust
Company; and (ii) the distribution is transferred from the plan to a
Fidelity Rollover IRA account within 60 days from the date of the
distribution; (4) if you are a charitable organization (as defined in
Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
(5) if you purchase shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code); (6) if you are an
investor participating in the Fidelity Trust Portfolios program (these
investors must make initial investments of $100,000 or more in the Trust
Portfolios funds and must, during the initial six-month period, reach and
maintain an aggregate balance of at least $500,000 in all accounts and
subaccounts purchased through the Trust Portfolios program); (7) to shares
purchased through Portfolio Advisory Services; (8) if you are a current or
former Trustee or officer of a Fidelity fund or a current or retired
officer, director, or full-time employee of FMR Corp. or its direct or
indirect subsidiaries (a Fidelity Trustee or employee), the spouse of a
Fidelity Trustee or employee, a Fidelity Trustee or employee acting as
custodian for a minor child, or a person acting as trustee of a trust for
the sole benefit of the minor child of a Fidelity Trustee or employee; (9)
if you are a bank trust officer, registered representative, or other
employee of a Qualified Recipient. Qualified Recipients are securities
dealers or other entities, including banks and other financial
institutions, who have sold a fund's shares under special arrangements in
connection with FDC's sales activities; or (10) to shares purchased by
contributions and exchanges to the following prototype or prototype-like
retirement plans sponsored by FMR Corp. or FMR and that are marketed and
distributed directly to plan sponsors or participants without any
intervention or assistance from any intermediary distribution channel: The
Fidelity IRA, The Fidelity Rollover IRA, The Fidelity SEP-IRA and SARSEP,
The Fidelity Retirement Plan, Fidelity Defined Benefit Plan, The Fidelity
Group IRA, The Fidelity 403(b) Program, The Fidelity Investments 401(a)
Prototype Plan for Tax-Exempt Employers, and The CORPORATEplan for
Retirement (Profit Sharing and Money Purchase Plan). FDC has chosen to
waive the funds' sales charges in these instances because of the
efficiencies involved in sales of shares to these investors.
The funds' sales charges may be reduced to reflect sales charges
previously paid, or that would have been paid absent a reduction as noted
in the prospectus, in connection with investments in other Fidelity funds.
This includes reductions for investments in prototype or prototype-like
retirement plans sponsored by FMR or FMR Corp., which are listed above.
The funds are open for business and their net asset values per share
(NAVs) are calculated each day the New York Stock Exchange (NYSE) is open
for trading. The NYSE has designated the following holiday closings for
1994: Washington's Birthday (observed), Good Friday, Memorial Day
(observed), Independence Day (observed), Labor Day, Thanksgiving Day, and
Christmas Day (observed). Although FMR expects the same holiday schedule,
with the addition of New Year's Day, to be observed in the future, the NYSE
may modify its holiday schedule at any time.
FSC normally determines the funds' NAVs as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC. To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, the funds' NAVs may be affected on days when investors
do not have access to the funds to purchase or redeem shares.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the funds' NAVs. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (1940
Act), the funds are required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) a fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act, or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, the funds have notified shareholders that they
reserve the right at any time, without prior notice, to refuse exchange
purchases by any person or group if, in FMR's judgment, a fund would be
unable to invest effectively in accordance with its investment objective
and policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of a fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that the fund's income is derived from qualifying dividends. Because
the funds may earn other types of income, such as interest income from
securities loans, non-qualifying dividends, and short-term capital gains,
the percentage of dividends from a fund that qualifies for the deduction
generally will be less than 100%. The fund will notify corporate
shareholders annually of the percentage of fund dividends that qualifies
for the dividends-received deduction. A portion of a fund's dividends
derived from certain U.S. government obligations may be exempt from state
and local taxation. Gains (losses) attributable to foreign currency
fluctuations are generally taxable as ordinary income, and therefore will
increase (decrease) dividend distributions. The funds will send each
shareholder a notice in January describing the tax status of dividends and
capital gain distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the funds on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of a fund and such shares are held six
months or less and are sold at a loss, the portion of the loss equal to the
amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes.
Short-term capital gains distributed by the funds are taxable to
shareholders as dividends, not as capital gains. Distributions from
short-term capital gains do not qualify for the dividends-received
deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Because each fund does
not currently anticipate that securities of foreign issuers will constitute
more than 50% of its total assets at the end of its fiscal year,
shareholders should not expect to claim a foreign tax credit or deduction
on their federal income tax returns with respect to foreign taxes withheld.
TAX STATUS OF THE FUNDS. Each fund has qualified and intends to continue to
qualify each year as a "regulated investment company" for tax purposes so
that it will not be liable for federal tax on income and capital gains
distributed to shareholders. In order to qualify as a regulated investment
company and avoid being subject to federal income or excise taxes at the
fund level, each fund intends to distribute substantially all of its net
investment income and net realized capital gains within each calendar year
as well as on a fiscal year basis. Each fund intends to comply with other
tax rules applicable to regulated investment companies, including a
requirement that capital gains from the sale of securities held less than
three months constitute less than 30% of the fund's gross income for each
fiscal year. Gains from some forward currency contracts, futures contracts,
and options are included in this 30% calculation, which may limit the
funds' investments in such instruments. Each fund is treated as a separate
entity from the other funds of Fidelity Mt. Vernon Street Trust for tax
purposes.
If the funds purchase shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, they may be subject to U.S. federal income tax on a
portion of any excess distribution or gain from the disposition of such
shares. Interest charges may also be imposed on the funds with respect to
deferred taxes arising from such distributions or gains.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the funds and their shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on distributions received from a fund. Investors should consult
their tax advisers to determine whether the funds are suitable to their
particular tax situation.
FMR
FMR is a wholly owned subsidiary of FMR Corp., a parent company organized
in 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions as follows: FSC, which is the
transfer and shareholder servicing agent for certain of the funds advised
by FMR; Fidelity Investments Institutional Operations Company, which
performs shareholder servicing functions for certain institutional
customers; and Fidelity Investments Retail Marketing Company, which
provides marketing services to various companies within the Fidelity
organization.
Several affiliates of FMR are also engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. FMR U.K. and FMR Far East, both wholly owned
subsidiaries of FMR formed in 1986, supply investment research, and may
supply portfolio management services, to FMR in connection with certain
funds advised by FMR. Analysts employed by FMR, FMR U.K., and FMR Far East
research and visit thousands of domestic and foreign companies each year.
FMR Texas Inc., a wholly owned subsidiary of FMR formed in 1989, supplies
portfolio management and research services in connection with certain money
market funds advised by FMR.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. Unless
otherwise noted, the business address of each Trustee and officer is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. Those Trustees who are "interested persons" (as defined in the 1940
Act) by virtue of their affiliation with either the trust or FMR are
indicated by an asterisk (*).

*EDWARD C. JOHNSON 3d, Trustee and President, is Chairman, Chief Executive
Officer and a Director of FMR Corp.; a Director and Chairman of the Board
and of the Executive Committee of FMR; Chairman and a Director of FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Prior to his retirement in March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Bonneville Pacific
Corporation (independent power, 1989) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.
PHYLLIS BURKE DAVIS, 340 E. 64th Street #22C, New York, NY, Trustee (1992).
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she serves as a Director of the New York
City Chapter of the National Multiple Sclerosis Society, and is a member of
the Advisory Council of the International Executive Service Corps. and the
President's Advisory Council of The University of Vermont School of
Business Administration (1988).
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant. Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices). He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990).
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company. Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation (1988), Hyster-Yale Materials Handling, Inc. (1989), and
RPM, Inc. (manufacturer of chemical products, 1990). In addition, he
serves as a Trustee of First Union Real Estate Investments, Chairman of the
Board of Trustees and a member of the Executive Committee of the Cleveland
Clinic Foundation, a Trustee and a member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance) and Valuation Research Corp. (appraisals and
valuations, 1993). In addition, he serves as Vice Chairman of the Board of
Directors of the National Arts Stabilization Fund and Vice Chairman of the
Board of Trustees of the Greenwhich Hospital Association (1989).
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992). Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction, 1988). In addition, he serves as a Trustee
of Boston College, Massachusetts Eye & Ear Infirmary, Historic
Deerfield (1989) and Society for the Preservation of New England
Antiquities, and as an Overseer of the Museum of Fine Arts of Boston
(1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993).
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee (1988).
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company.
He is a Director of Allegheny Power Systems, Inc. (electric utility),
General Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer).
He is also a Trustee of Rensselaer Polytechnic Institute and of Corporate
Property Investors and a member of the Advisory Boards of Butler Capital
Corporation Funds and Warburg, Pincus Partnership Funds.
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee (1988), is President of The Wales Group, Inc. (management and
financial advisory services). Prior to retiring in 1987, Mr. Williams
served as Chairman of the Board of First Wachovia Corporation (bank holding
company), and Chairman and Chief Executive Officer of The First National
Bank of Atlanta and First Atlanta Corporation (bank holding company). He
is currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software, 1988), Georgia Power Company (electric utility), Gerber
Alley & Associates, Inc. (computer software), National Life Insurance
Company of Vermont, American Software, Inc. (1989), and AppleSouth, Inc.
(restaurants, 1992).
GARY L. FRENCH, Treasurer (1991). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and
Senior Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
ARTHUR S. LORING, Secretary, is Senior Vice President and General Counsel
of FMR, Vice President-Legal of FMR Corp., and Vice President and Clerk of
FDC.
ROBERT H. MORRISON, Manager, Security Transactions, is an employee of FMR.
ROBERT E. STANSKY, Vice President, Fidelity Growth Company Fund (1989), is
an employee of FMR.
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
benefit retirement program under which they receive payments during their
lifetime from the fund based on their basic trustee fees and length of
service. Currently, Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham, and David L. Yunich participate in the program.
As of November 30, 1993 the Trustees and officers of the funds owned, in
the aggregate, less than 1% of the outstanding shares of each fund.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies, and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing the funds' investments, and
compensates all officers of the trust, all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the trust or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the funds; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state law; developing management and shareholder services for the funds;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, each fund pays all of its expenses, without limitation, that are not
assumed by those parties. Each fund pays for typesetting, printing, and
mailing proxy material to shareholders, legal expenses, and the fees of the
custodian, auditor, and non-interested Trustees. Although each fund's
management contract provides that it will pay for typesetting, printing,
and mailing prospectuses, statements of additional information, notices,
and reports to existing shareholders, the trust has entered into a revised
transfer agent agreement with FSC, pursuant to which FSC bears the cost of
providing these services to existing shareholders. Other expenses paid by
the funds include interest, taxes, brokerage commissions, each fund's
proportionate share of insurance premiums and Investment Company Institute
dues, and the costs of registering shares under federal and state
securities laws. Each fund is also liable for such nonrecurring expenses as
may arise, including costs of any litigation to which a fund may be a
party, and any obligation it may have to indemnify the trust's officers and
Trustees with respect to litigation.
FMR is Growth Company's manager pursuant to a management contract dated
January 31, 1990, which was approved by shareholders on November 15, 1989.
FMR is Emerging Growth's manager pursuant to a management contract dated
April 1, 1992, which was approved by shareholders on March 25, 1992. For
the services of FMR under the contracts, each fund pays FMR a monthly
management fee composed of the sum of two elements: a basic fee and a
performance adjustment based on a comparison of each fund's performance to
the performance of its comparative index.
COMPUTING THE BASIC FEE. Each fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate. The group fee
rate is based on the monthly average net assets of all of the registered
investment companies with which FMR has management contracts and is
calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown on the left. On the right, the effective fee rate schedule
shows the results of cumulatively applying the annualized rates at varying
asset levels. For example, the effective annual fee rate at $ 226
billion of group net assets - their approximate level for November 1993 -
was . 3250 %, which is the weighted average of the respective fee
rates for each level of group net assets up to $226 billion .
GROUP FEE RATE SCHEDULE * EFFECTIVE ANNUAL FEE RATES
Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

0 - $ 3 billion .520% $ 0.5 billion .5200%

3 - 6 .490 25 .4238

6 - 9 .460 50 .3823

9 - 12 .430 75 .3626

12 - 15 .400 100 .3512

15 - 18 .385 125 .3430

18 - 21 .370 150 .3371

21 - 24 .360 175 .3325

24 - 30 .350 200 .3284

30 - 36 .345 225 .3253

36 - 42 .340 250 .3223

42 - 48 .335 275 .3198

48 - 66 .325 300 .3175

66 - 84 .320 325 .3153

84 - 102 .315 350 .3133

102 - 138 .310

138 - 174 .305

174 - 228 .300

228 - 282 .295

282 - 336 .290

Over 336 .285

* The rates shown for average group assets between $120 billion and $228
billion were adopted by FMR on a voluntary basis on January 1, 1992. The
rates shown for assets in excess of $228 billion were adopted by FMR on a
voluntary basis on November 1, 1993. The extended schedule provides for
lower management fees as total assets under management increase and will be
presented to shareholders for approval at the fund s' next
shareholder meeting. On March 25, 1992, shareholders of Emerging Growth
approved a management contract which reflects the extended schedule
up to $228 billion. Both funds will present a new management contract
reflecting the extended schedule to shareholders at their next shareholder
meeting. Prior to January 1, 1992, each fund's group fee rate was based on
a schedule with breakpoints ending at .310% for average group assets in
excess of $102 billion. This shorter schedule is included in Growth
Company's current management contract and was included in Emerging
Growth's prior management contract with FMR.
The individual fund fee rates for Growth Company and Emerging Growth are
.30% and .35%, respectively. Based on the average net assets of the funds
advised by FMR for November 1993, the annual basic fee rate would be
calculated as follows:
Group Fee Rate Individual Fund Fee Rate Basic Fee Rate
Growth Company . 3250 % + .30% = . 6250 %
Emerging Growth .3250 % + .35% = . 6750 %
One twelfth (1/12) of each fund's annual basic fee rate is then applied to
its average net assets for the current month, giving a dollar amount which
is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENTS. The basic fee is subject to upward
or downward adjustment, depending upon whether, and to what extent, the
funds' investment performance for the performance period exceeds, or is
exceeded by, the record of the S&P 500 (Growth Company) or the Russell
2000 Index (Emerging Growth) over the same period. The performance
period consists of the most recent month plus the previous 35 months.
Each percentage point of difference (up to a maximum difference of + 10) is
multiplied by a performance adjustment rate of .02%. Thus, the maximum
annualized adjustment rate is + .20%. This performance comparison is made
at the end of each month. One twelfth (1/12) of this rate is then applied
to a fund's average net assets for the entire performance period, giving a
dollar amount which will be added to (or subtracted from) the basic fee.
Each fund's performance is calculated based on change in net asset
value. For purposes of calculating the performance adjustment, any
dividends or capital gain distributions paid by a fund are treated
as if reinvested in fund shares at the net asset value as of the record
date for payment. The records of the S&P 500 and Russell 2000 Index
are based on change in value and adjusted for any cash distributions
from the companies whose securities compose the S&P 500 and Russell
2000 Index.
Because the adjustment to the basic fee is based on a fund's performance
compared to the investment record of the S&P 500 (Growth Company) and
the Russell 2000 Index (Emerging Growth), the controlling factor is not
whether a fund's performance is up or down per se, but whether it is up or
down more or less than the record of the comparative index. Moreover, the
comparative investment performance of a fund is based solely on the
relevant performance period without regard to cumulative performance
over a longer or shorter period of time.
During the fiscal years ended November 30, 1993, 1992, and 1991, FMR
received $ 15,813,347 , $10,669,694, and $7,241,258, respectively, for
its services as investment adviser to Growth Company. These fees, which
include both the basic fee and the performance adjustment, were equivalent
to .75 %, .74%, and .72%, respectively, of the average net assets of
the fund for each of those years. For fiscal 1993, 1992, and 1991, the
upward performance adjustments amounted to $ 2,491,678 , $1,531,464,
and $789,112, respectively.
During the fiscal periods ended November 30, 1993, 1992, and 1991, FMR
received $4,987,102 , $4,153,291 and $1,671,614, respectively, for
its services as investment adviser to Emerging Growth. These fees, which
include both the basic fee and the performance adjustment, were equivalent
to .80 %, .70% and .68%, respectively, of the average net assets of
the fund for each of those years. For fiscal 1993 and 1992 the
upward performance adjustment s amounted to $ 772,145 and $62,250,
respectively .
To comply with the California Code of Regulations, FMR will reimburse a
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating a fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investments in foreign securities.
SUB-ADVISERS. On December 1, 1989 (Growth Company) and December 28, 1990
(Emerging Growth), FMR entered into sub-advisory agreements with FMR U.K.
and FMR Far East, pursuant to which FMR U.K. and FMR Far East supply FMR
with investment research and recommendations concerning foreign securities
for the benefit of the funds. The sub-advisory agreements provide that FMR
will pay fees to FMR U.K. and FMR Far East equal to 110% and 105%,
respectively, of FMR U.K.'s and FMR Far East's costs incurred in connection
with each agreement, said costs to be determined in relation to the assets
of the funds that benefit from the services of the sub-advisers. Fees paid
by FMR to FMR U.K. and FMR Far East under the sub-advisory agreements for
the 1993, 1992, and 1991 fiscal periods are indicated in the table below.
1993 1992 1991
GROWTH COMPANY
FMR U.K. $27,818 $4,855 $900
FMR Far East 42,906 4,095 900
EMERGING GROWTH
FMR U.K. $15,199 $80 $830
FMR Far East 23,550 72 900
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FSC is transfer, dividend disbursing, and shareholders' servicing agent for
the fund s . Under the trust's contract with FSC, each fund pays an
annual fee of $25.50 per basic retail account with a balance of $5,000 or
more, $15.00 per basic retail account with a balance of less than $5,000
and a supplemental activity charge of $5.61 for monetary transactions.
These fees and charges are subject to annual cost escalation based on
changes in postal rates and changes in wage and price levels as measured by
the National Consumer Price Index for Urban Areas. With respect to certain
institutional client master accounts, each fund pays FSC a per account fee
of $95, and monetary transaction charges of $20 and $17.50 depending on the
nature of services provided. With respect to certain broker-dealer master
accounts, each fund pays FSC a per-account fee of $30, and a charge of $6
for monetary transactions. Fees for certain institutional retirement plan
accounts are based on the net asset s of all such accounts in each
fund.
Under the contract, FSC pays out-of-pocket expenses associated with
providing transfer agent services. In addition, FSC bears the expense of
typesetting, printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
shareholders, with the exception of proxy statements.
The table below shows the transfer agent fees , including reimbursement
for out-of-pocket expenses, paid to FSC during each fund's last three
fiscal periods ended November 30, 1993, 1992, and 1991.
TRANSFER AGENT FEES
1993 1992 1991
Growth Company 5,688,147 $3,954,383 $2,725,852
Emerging Growth 1,803,916 1,784,333 971,212*
* From December 28, 1990 (commencement of operations).
If a portion of each fund's brokerage commissions had not resulted in
payment of certain of these fees for fiscal 1993, Growth Company and
Emerging Growth would have paid transfer agent fees of $5,865,178 and
$1,863,636, respectively.
The trust's contract with FSC also provides that FSC will perform the
calculations necessary to determine each fund's net asset value per share
and dividends, and maintain the funds' accounting records. Prior to July 1,
1991, the annual fee for these pricing and bookkeeping services was based
on two schedules, one pertaining to a fund's average net assets, and one
pertaining to the type and number of transactions a fund made. The fee
rates in effect as of July 1, 1991 are based on each fund's average net
assets, specifically, .06% for the first $500 million of average net assets
and .03% for average net assets in excess of $500 million. The fee is
limited to a minimum of $45,000 and a maximum of $750,000 per year.
The table below shows the fees paid to FSC for pricing and bookkeeping
services, including related out-of-pocket expenses during each fund's last
three fiscal periods.
PRICING AND BOOKKEEPING FEES
1993 1992 1991
Growth Company $742,497 $587,818 $319,000
Emerging Growth 338,364 330,616 160,376*
* From December 28, 1990 (commencement of operations).
FSC also receives fees for administering each fund's securities lending
program. Securities lending fees are based on the number and duration of
individual securities loans. For fiscal 1993, 1992, and 1991, the funds did
not incur any securities lending fees.
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreement calls
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of each fund, which are continuously
offered. Sales charge revenues collected by FDC for fiscal 1993, 1992, and
1991 are indicated in the table below. Promotional and administrative
expenses in connection with the offer and sale of shares are paid by FDC.
SALES CHARGE REVENUE
1993 1992 1991
Growth Company $2,165,700 $4,945,552 $6,923,997
Emerging Growth 774,435 2,800,508 0*
* Emerging Growth's sales charge was waived during fiscal 1991.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Growth Company Fund and Fidelity Emerging
Growth Fund are funds of Fidelity Mt. Vernon Street Trust (the trust), an
open-end management investment company organized as a Massachusetts
business trust on October 12, 1982 under the name Fidelity Emerging
Growth Fund . The Declaration of Trust was amended on December 17,
1982 to change the trust's name to Fidelity Growth Stock Fund. The
Declaration of Trust was amended on January 17, 1983, to change the trust's
name from Fidelity Growth Stock Fund to Fidelity Mercury Fund and on August
1, 1986, was further amended to change the trust's name to Fidelity Growth
Company Fund. The Declaration of Trust was amended on January 30 ,
1991, to change the trust's name to Fidelity Mt. Vernon Street Trust.
Currently, there are three funds of the trust: Fidelity Growth Company
Fund, Fidelity Emerging Growth Fund, and Fidelity New Millennium Fund. The
Declaration of Trust permits the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn. There is a remote possibility that one fund might become
liable for any misstatement in its prospectus or statement of additional
information about another fund.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees shall include a provision limiting the obligations
created thereby to the trust and its assets. The Declaration of Trust
provides for indemnification out of each fund's property of any shareholder
held personally liable for the obligations of the fund. The Declaration of
Trust also provides that each fund shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the
fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects a Trustee
against any liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Declaration of Trust, call meetings of the trust or a fund
for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of the entire trust, the purpose of
voting on removal of one or more Trustees. The trust or any fund may be
terminated upon the sale of its assets to another open-end management
investment company, or upon liquidation and distribution of its assets, if
approved by vote of the holders of a majority of the outstanding shares of
the trust or the fund. If not so terminated, the trust and its funds will
continue indefinitely.
CUSTODIAN. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of the funds. The custodian is
responsible for the safekeeping of the funds' assets and the appointment of
subcustodian banks and clearing agencies. The custodian takes no part in
determining the investment policies of the funds or in deciding which
securities are purchased or sold by a fund. Each fund may, however, invest
in obligations of the custodian and may purchase securities from or sell
securities to the custodian.
FMR, its officers and directors, its affiliated companies and the trust's
Trustees may from time to time have transactions with various banks,
including banks serving as custodians for certain of the funds advised by
FMR. The Boston branch of the funds' custodian leases its office space from
an affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have occurred to
date include mortgages and personal and general business loans. In the
judgment of FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund relationships.
AUDITOR. Coopers & Lybrand, One Post Office Square, Boston,
Massachusetts serves as the trust's independent accountant. The auditor
examines financial statements for the funds and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
Each fund's Annual Report for the fiscal year ended November 30, 1993 is a
separate report supplied with this Statement of Additional Information and
is incorporated herein by reference.

PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) (1) Financial statements for Fidelity New Millennium Fund for the
fiscal year ended November 30, 1993 are filed herein as Exhibit 24 (a)(1).
(2) Financial statements for Fidelity Growth Company Fund for the fiscal
year ended November 30, 1993 are filed herein as Exhibit 24 (a)(2).
(3) Financial statements for Fidelity Emerging Growth Fund for the fiscal
year ended November 30, 1993 are filed herein as Exhibit 24 (a)(3).
(b) Exhibits
(1) (a) Declaration of Trust of Registrant, dated October 12, 1982, is
incorporated herein by reference to Exhibit 1 to Registration Statement No.
2-79755.
(b) Supplement to Declaration of Trust, dated December 17, 1982, is
incorporated herein by reference to Exhibit 1(b)1 to Pre-Effective
Amendment No. 2.
(c) Supplement to Declaration of Trust, dated January 28, 1983, is
incorporated herein by reference to Exhibit 1(c)1 to Post-Effective
Amendment No. 1.
(d) Amended and Restated Declaration of Trust of Fidelity Growth Company
Fund, dated August 20, 1986, is incorporated herein by reference to Exhibit
1(d) to Post-Effective Amendment No. 8.
(e) Supplement to the Declaration of Trust, dated December 1, 1989, is
incorporated herein by reference to Exhibit 1(e) to Post-Effective
Amendment No. 13.
(f) Supplement to Declaration of Trust, dated December 13, 1991, is
incorporated herein by reference to Exhibit 1(f) to Post-Effective
Amendment No. 17.
(g) Amended and Restated Supplement to Declaration of Trust, dated January
30, 1991, is incorporated herein by reference to Exhibit 1(g) to
Post-Effective Amendment No. 21.
(2) (a) By-laws of the Trust are incorporated herein by reference to
Exhibit 2 to Registration Statement No. 2-79755.
(b) Supplement to By-Laws of the Trust, dated November 15, 1989, is
incorporated herein by reference to Exhibit 2(b) to Post-Effective
Amendment No. 14.
(3) Not applicable.
(4) Not applicable.
(5) (a) Management Contract between Fidelity Growth Company Fund and
Fidelity Management & Research Company, dated January 31, 1990, is
incorporated herein by reference to Exhibit 5(b) to Post-Effective
Amendment No. 14.
(b) Amended and Restated Management Contract between Fidelity Mt. Vernon
Street Trust, on behalf of Fidelity Emerging Growth Fund, and Fidelity
Management & Research Company, dated April 1, 1992, is incorporated
herein by reference to Exhibit 5(b) to Post-Effective Amendment No. 24.
(c) Management Contract between Fidelity Mt. Vernon Street Trust, on behalf
of Fidelity New Millennium Fund, and Fidelity Management & Research
Company, dated September 17, 1992, is incorporated herein by reference to
Exhibit 5(c) to Post-Effective Amendment No. 25.
(d) Sub-Advisory Agreement for Fidelity Growth Company Fund between
Fidelity Management & Research (U.K.) Inc. and Fidelity Management
& Research Company, dated December 1, 1989, is incorporated herein by
reference to Exhibit 5(c) to Post-Effective Amendment No. 14.
(e) Sub-Advisory Agreement for Fidelity Growth Company Fund between
Fidelity Management & Research (Far East) Inc. and Fidelity Management
& Research Company, dated December 1, 1989, is incorporated herein by
reference to Exhibit 5(d) to Post-Effective Amendment No. 14.
(f) Sub-Advisory Agreement for Fidelity Emerging Growth Fund between
Fidelity Management & Research (U.K.) Inc. and Fidelity Management
& Research Company is incorporated herein by reference to Exhibit 5(e)
to Post-Effective Amendment No. 19.
(g) Sub-Advisory Agreement for Fidelity Emerging Growth Fund between
Fidelity Management & Research (Far East) Inc. and Fidelity Management
& Research Company is incorporated herein by reference to Exhibit 5(f)
to Post-Effective Amendment No. 19.
(h) Sub-Advisory Agreement for Fidelity New Millennium Fund between
Fidelity Management & Research (U.K.) Inc. and Fidelity Management
& Research Company, dated September 17, 1992, is incorporated herein by
reference to Exhibit 5(h) to Post-Effective Amendment No. 25.
(i) Sub-Advisory Agreement for Fidelity New Millennium Fund between
Fidelity Management & Research (Far East) Inc. and Fidelity Management
& Research Company, dated September 17, 1992, is incorporated herein
by reference to Exhibit 5(i) to Post-Effective Amendment No. 25.
(6) (a) General Distribution Agreement between Fidelity Growth Company Fund
and Fidelity Distributors Corporation, dated April 1, 1987, is incorporated
herein by reference to Exhibit 6 to Post-Effective Amendment No. 9.
(b) Amendment to General Distribution Agreement between Fidelity Growth
Company Fund and Fidelity Distributors Corporation, dated January 1, 1988,
is incorporated herein by reference to Exhibit 6(b) to Post-Effective
Amendment No. 12.
(c) Form of General Distribution Agreement between Fidelity Emerging
Growth Fund and Fidelity Distributors Corporation was filed as Exhibit 6(c)
to Post-Effective Amendment No. 15.
(d) General Distribution Agreement between Fidelity New Millennium Fund
and Fidelity Distributors Corporation is filed herein as Exhibit 6(d).
(7) Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, effective November 1, 1989, is incorporated herein by
reference to Exhibit 7 to Post-Effective Amendment No. 20.
(8) (a) Custodian Agreement between Registrant and Brown Brothers Harriman
& Co., dated July 18, 1991, is incorporated herein by reference to
Exhibit 8(b) to Post-Effective Amendment No. 22.
(b) Custodian Agreement between Registrant and Chase Manhattan Bank,
N.A., dated September 17, 1992, is incorporated herein by reference to
Exhibit 8(b) to Post-Effective Amendment No. 24.
(9) (a) Amended Master Service Agreement between Registrant, FMR Corp.,
and Fidelity Service Co., dated June 1, 1989, is incorporated herein by
reference to Exhibit 9(b) to Post-Effective Amendment No. 13.
(b) Schedules A (transfer, dividend disbursing, and shareholders' service);
B (pricing and bookkeeping); and C (securities lending transactions), dated
June 1, 1989, pertaining to Fidelity Growth Company Fund are incorporated
herein by reference to Exhibit 9(c) to Post-Effective Amendment No. 13.
(c) Forms of Schedules A (transfer, dividend disbursing, and shareholders'
service); B (pricing and bookkeeping); and C (securities lending
transactions) pertaining to Fidelity Emerging Growth Fund were filed as
Exhibit 9(d) to Post-Effective Amendment No. 15.
(d) Schedules A (transfer, dividend disbursing, and shareholders' service);
B (pricing and bookkeeping); and C (securities lending transactions) dated
September 17, 1992 pertaining to Fidelity New Millennium Fund are filed
herein as Exhibit 9(d).
(10) Not applicable.
(11) Consent of Coopers & Lybrand is filed herein as Exhibit 11.
(12) Not applicable.
(13) Not applicable.
(14) (a) Fidelity Individual Retirement Account Custodial Agreement and
Disclosure Statement, as currently in effect, is incorporated herein by
reference to Exhibit 14(a) to Post-Effective Amendment No. 16.
(b) Fidelity 403(b)(7) Custodial Account Agreement, as currently in effect,
is incorporated herein by reference to Exhibit 14(b) to Post-Effective
Amendment No. 22.
(c) Fidelity Defined Contribution Retirement Plan and Trust Agreement, as
currently in effect, is incorporated herein by reference to Exhibit 14(c)
to Post-Effective Amendment No. 16.
(d) Fidelity Defined Benefit Pension Plan and Trust, as currently in
effect, is incorporated herein by reference to Exhibit 14(d) to
Post-Effective Amendment No. 16.
(e) Fidelity 401(a) Prototype Plan for Tax-Exempt Employers, as currently
in effect, is incorporated herein by reference to Exhibit 14(e) to
Post-Effective Amendment No. 16.
(f) Fidelity Master Plan for Savings and Investments, as currently in
effect, is incorporated herein by reference to Exhibit 14(f) to
Post-Effective Amendment No. 19.
(g) Fidelity Group Individual Retirement Account Custodial Agreement and
Disclosure Statement, as currently in effect, is incorporated herein by
reference to Exhibit 14(g) to Post-Effective Amendment No. 16.
(15) Not applicable.
(16) (a) A schedule for computation of performance quotations is
incorporated herein by reference to Exhibit 16 to Post-Effective Amendment
No. 12.
(b) A schedule for the computation of moving averages is filed herein as
Exhibit 16(b).
Item 25. Persons Controlled by or Under Common Control With Registrant
The Board of Directors of Fidelity Mt. Vernon Street Trust is the same as
the boards of other funds advised by FMR, each of which has Fidelity
Management & Research Company as its investment adviser. In addition,
the officers of these funds are substantially identical. Nonetheless, the
Registrant takes the position that it is not under common control with
these other funds since the power residing in the respective boards and
officers arises as the result of an official position with the respective
funds.
Item 26. Number of Holders of Securities November 30, 1993
Title of Class: Shares of Beneficial Interest
Name of Series Number of Record Holders
Fidelity Growth Company Fund 361,019
Fidelity Emerging Growth Fund 76,192
Fidelity New Millennium Fund 3,494
Item 27. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or officer. It states that the
Registrant shall indemnify any present or past Trustee, or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action suit or
proceeding in which he is involved by virtue of his service as a trustee,
an officer, or both. Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification. Indemnification will
not be provided in certain circumstances, however. These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.
Item 28. Business and Other Connections of Investment Adviser
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman of the Executive Committee of FMR; President and
Chief Executive Officer of FMR Corp.; Chairman of the Board
and a Director of FMR, FMR Corp., FMR Texas Inc. (1989),
Fidelity Management & Research (U.K.) Inc. and Fidelity
Management & Research (Far East) Inc.; President and
Trustee of funds advised by FMR;

J. Gary Burkhead President of FMR; Managing Director of FMR Corp.; President
and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc. and Fidelity Management &
Research (Far East) Inc.; Senior Vice President and Trustee of
funds advised by FMR.

Peter S. Lynch Vice Chairman of FMR (1992).

David Breazzano Vice President of FMR (1993) and of a fund advised by FMR.

Stephan Campbell Vice President of FMR (1993).

Rufus C. Cushman, Jr. Vice President of FMR and of funds advised by FMR; Corporate
Preferred Group Leader.

Will Danof Vice President of FMR (1993) and of a fund advised by FMR.

Scott DeSano Vice President of FMR (1993).

Penelope Dobkin Vice President of FMR (1990) and of a fund advised by FMR.

Larry Domash Vice President of FMR (1993).

George Domolky Vice President of FMR (1993) and of a fund advised by FMR.

Charles F. Dornbush Senior Vice President of FMR (1991); Chief Financial Officer of
the Fidelity funds; Treasurer of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.

Robert K. Duby Vice President of FMR.

Margaret L. Eagle Vice President of FMR and of a fund advised by FMR.

Kathryn L. Eklund Vice President of FMR (1991).

Richard B. Fentin Senior Vice President of FMR (1993) and of a fund advised by
FMR.

Daniel R. Frank Vice President of FMR and of funds advised by FMR.

Gary L. French Vice President of FMR (1991) and Treasurer of the funds advised
by FMR (1991). Prior to assuming the position as Treasurer he
was Senior Vice President, Fund Accounting - Fidelity Accounting
& Custody Services Co. (1991) (Vice President, 1990-1991);
and Senior Vice President, Chief Financial and Operations Officer
- Huntington Advisers, Inc. (1985-1990).

Michael S. Gray Vice President of FMR and of funds advised by FMR.

Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.

William J. Hayes Senior Vice President of FMR (1989); Income/Growth Group
Leader (1990) and International Group Leader (1990).

Robert Haber Vice President of FMR (1991) and of funds advised by FMR.

Daniel Harmetz Vice President of FMR (1991) and of a fund advised by FMR.

Ellen S. Heller Vice President of FMR (1991).

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
John Hickling Vice President of FMR (1993) and of funds advised by FMR.

</TABLE>

Robert F. Hill Vice President of FMR (1989); and Director of Technical
Research.

Stephan Jonas Vice President of FMR (1993).

David B. Jones Vice President of FMR (1993).

Steven Kaye Vice President of FMR (1993) and of a fund advised by FMR.

Frank Knox Vice President of FMR (1993).

Robert A. Lawrence Senior Vice President of FMR (1993); and High Income Group
Leader.

Alan Leifer Vice President of FMR and of a fund advised by FMR.

Harris Leviton Vice President of FMR (1993) and of a fund advised by FMR.

Bradford E. Lewis Vice President of FMR (1991) and of funds advised by FMR.

Robert H. Morrison Vice President of FMR and Director of Equity Trading.

David Murphy Vice President of FMR (1991) and of funds advised by FMR.

Jacques Perold Vice President of FMR (1991).

Brian Posner Vice President of FMR (1993) and of a fund advised by FMR.

Anne Punzak Vice President of FMR (1990) and of funds advised by FMR.

Richard A. Spillane Vice President of FMR (1990) and of funds advised by FMR; and
Director of Equity Research (1989).

Robert E. Stansky Senior Vice President of FMR (1993) and of funds advised by
FMR.

Thomas Steffanci Senior Vice President of FMR (1993); and Fixed-Income Division
Head.

Gary L. Swayze Vice President of FMR and of funds advised by FMR; and
Tax-Free Fixed-Income Group Leader.

Donald Taylor Vice President of FMR (1993) and of funds advised by FMR.

Beth F. Terrana Senior Vice President of FMR (1993) and of funds advised by
FMR.

Joel Tillinghast Vice President of FMR (1993) and of a fund advised by FMR.

Robert Tucket Vice President of FMR (1993).

George A. Vanderheiden Senior Vice President of FMR; Vice President of funds advised by
FMR; and Growth Group Leader (1990).

Jeffrey Vinik Senior Vice President of FMR (1993) and of a fund advised by
FMR.

Guy E. Wickwire Vice President of FMR and of a fund advised by FMR.

Arthur S. Loring Senior Vice President (1993), Clerk and General Counsel of FMR;
Vice President, Legal of FMR Corp.; and Secretary of funds
advised by FMR.

</TABLE>

(2) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
FMR U.K. provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company. The
directors and officers of the Sub-Adviser have held the following positions
of a substantial nature during the past two fiscal years.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR U.K.; Chairman of the Executive
Committee of FMR; Chief Executive Officer of FMR Corp.;
Chairman of the Board and a Director of FMR, FMR Corp., FMR
Texas Inc., and Fidelity Management & Research (Far East)
Inc.; President and Trustee of funds advised by FMR.

J. Gary Burkhead President and Director of FMR U.K.; President of FMR; Managing
Director of FMR Corp.; President and a Director of FMR Texas Inc.
and Fidelity Management & Research (Far East) Inc.; Senior
Vice President and Trustee of funds advised by FMR.

Richard C. Habermann Senior Vice President of FMR U.K. (1991); Senior Vice President of
Fidelity Management & Research (Far East) Inc. (1991);
Director of Worldwide Research of FMR.

Charles F. Dornbush Treasurer of FMR U.K.; Treasurer of Fidelity Management &
Research (Far East) Inc.; Treasurer of FMR Texas Inc., Senior Vice
President and Chief Financial Officer of the Fidelity funds.

David Weinstein Clerk of FMR U.K.; Clerk of Fidelity Management & Research
(Far East) Inc.; Secretary of FMR Texas Inc.

</TABLE>

(3) FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. (FMR Far East)
FMR Far East provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company. The
directors and officers of the Sub-Adviser have held the following positions
of a substantial nature during the past two fiscal years.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR Far East; Chairman of the
Executive Committee of FMR; Chief Executive Officer of
FMR Corp.; Chairman of the Board and a Director of FMR,
FMR Corp., FMR Texas Inc. and Fidelity Management &
Research (U.K.) Inc.; President and Trustee of funds advised by
FMR.

J. Gary Burkhead President and Director of FMR Far East; President of FMR;
Managing Director of FMR Corp.; President and a Director of
FMR Texas Inc. and Fidelity Management & Research
(U.K.) Inc.; Senior Vice President and Trustee of funds advised
by FMR.

Richard C. Habermann Senior Vice President of FMR Far East (1991); Senior Vice
President of Fidelity Management & Research (U.K.) Inc.
(1991); Director of Worldwide Research of FMR.

William R. Ebsworth Vice President of FMR Far East.

Bill Wilder Vice President of FMR Far East (1993).

Charles F. Dornbush Treasurer of FMR Far East; Treasurer of Fidelity Management
& Research (U.K.) Inc.; Treasurer of FMR Texas Inc.;
Senior Vice President and Chief Financial Officer of the
Fidelity funds.

David C. Weinstein Clerk of FMR Far East; Clerk of Fidelity Management &
Research (U.K.) Inc.; Secretary of FMR Texas Inc. .

</TABLE>

Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
CrestFunds, Inc.
The Victory Funds
ARK Funds
(b)

Name and Principal Positions and Offices Positions and Offices

Business Address* With Underwriter With Registrant

Edward C. Johnson 3d Director Trustee and President

Nita B. Kincaid Director None

W. Humphrey Bogart Director None

Kurt A. Lange President and Treasurer None

William L. Adair Senior Vice President None

Thomas W. Littauer Senior Vice President None

Arthur S. Loring Vice President and Clerk Secretary

* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 30. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity
Service Co., 82 Devonshire Street, Boston, MA 02109, or the funds'
respective custodians: The Chase Manhattan Bank, 1211 Avenue of the
Americas, New York, N.Y. and Brown Brothers Harriman & Co., 40 Water
Street, Boston, MA.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The registrant undertakes for Fidelity New Millennium Fund: 1) to call a
meeting of shareholders for the purpose of voting upon the question of
removal of a trustee or trustees, when requested to do so by record holders
of not less than 10% of its outstanding shares; and 2) to assist in
communications with other shareholders pursuant to Section 16(c)(1) and
(2), whenever shareholders meeting the qualifications set forth in Section
16(c) seek the opportunity to communicate with other shareholders with a
view toward requesting a meeting.
The Registrant on behalf of Fidelity Growth Company Fund, Fidelity
Emerging Growth Fund, and Fidelity New Millennium Fund undertakes, provided
the information required by Item 5A is contained in the annual report, to
furnish each person to whom a prospectus has been delivered, upon their
request and without charge, a copy of the Registrant's latest annual report
to shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 28 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Massachusetts, on the 14th day of January 1994.
FIDELITY MT. VERNON STREET TRUST
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)

<TABLE>
<CAPTION>
<S> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Trustee January 14, 1994

Edward C. Johnson 3d (Principal Executive Officer)

</TABLE>

/s/Gary L. French Treasurer January 14 , 1994

Gary L. French

/s/J. Gary Burkhead Trustee January 14, 1994

J. Gary Burkhead

/s/Ralph F. Cox * Trustee January 14, 1994

Ralph F. Cox

/s/Phyllis Burke Davis * Trustee January 14, 1994

Phyllis Burke Davis

/s/Richard J. Flynn * Trustee January 14, 1994

Richard J. Flynn

/s/E. Bradley Jones * Trustee January 14, 1994

E. Bradley Jones

/s/Donald J. Kirk * Trustee January 14, 1994

Donald J. Kirk

/s/Peter S. Lynch * Trustee January 14, 1994

Peter S. Lynch

/s/Edward H. Malone * Trustee January 14, 1994

Edward H. Malone

/s/Gerald C. McDonough* Trustee January 14, 1994

Gerald C. McDonough

/s/Thomas R. Williams * Trustee January 14, 1994

Thomas R. Williams

(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated October 20, 1993 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated October 20, 1993 and filed herewith.
POWER OF ATTORNEY
We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Institutional Trust
Fidelity Advisor Series II Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Magellan Fund
Fidelity Advisor Series IV Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series V Fidelity Money Market Trust
Fidelity Advisor Series VI Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VII Fidelity Municipal Trust
Fidelity Advisor Series VIII Fidelity New York Municipal Trust
Fidelity California Municipal Trust Fidelity Puritan Trust
Fidelity Capital Trust Fidelity School Street Trust
Fidelity Charles Street Trust Fidelity Securities Fund
Fidelity Commonwealth Trust Fidelity Select Portfolios
Fidelity Congress Street Fund Fidelity Sterling Performance Portfolio, L.P.
Fidelity Contrafund Fidelity Summer Street Trust
Fidelity Corporate Trust Fidelity Trend Fund
Fidelity Court Street Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Destiny Portfolios Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Union Street Trust
Fidelity Devonshire Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Exchange Fund Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust
Fidelity Income Fund

</TABLE>

plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, our true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for us and in our names in the appropriate capacities, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS our hands on this twentieth day of October, 1993.

/s/Edward C. Johnson 3d /s/Peter S. Lynch

Edward C. Johnson 3d Peter S. Lynch

/s/J. Gary Burkhead /s/Edward H. Malone

J. Gary Burkhead Edward H. Malone

/s/Richard J. Flynn /s/Gerald C. McDonough

Richard J. Flynn Gerald C. McDonough

/s/E. Bradley Jones /s/Thomas R. Williams

E. Bradley Jones Thomas R. Williams

/s/Donald J. Kirk

Donald J. Kirk

POWER OF ATTORNEY
I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:

</TABLE>

plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as President and Board Member (collectively, the
"Funds"), hereby severally constitute and appoint J. Gary Burkhead, my true
and lawful attorney-in-fact, with full power of substitution, and with full
power to sign for me and in my name in the appropriate capacity, all
Pre-Effective Amendments to any Registration Statements of the Funds, any
and all subsequent Post-Effective Amendments to said Registration
Statements, any Registration Statements on Form N-14, and any supplements
or other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorney-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission. I hereby ratify and confirm all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d October 20, 1993

Edward C. Johnson 3d

POWER OF ATTORNEY
I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment cmpanies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Magellan Fund
Fidelity Advisor Series III Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series IV Fidelity Money Market Trust
Fidelity Advisor Series VI Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VIII Fidelity New York Municipal Trust
Fidelity California Municipal Trust Fidelity Puritan Trust
Fidelity Capital Trust Fidelity School Street Trust
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Deutsche Mark Performance Fidelity Union Street Trust
Portfolio, L.P. Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Devonshire Trust Fidelity U.S. Investments-Government Securities
Fidelity Financial Trust Fund, L.P.
Fidelity Fixed-Income Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Government Securities Fund Spartan U.S. Treasury Money Market
Fidelity Hastings Street Trust Fund
Fidelity Income Fund Variable Insurance Products Fund
Fidelity Institutional Trust Variable Insurance Products Fund II
Fidelity Investment Trust

</TABLE>

plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Board Member (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Ralph F. Cox October 20, 1993

Ralph F. Cox

POWER OF ATTORNEY
I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series IV Fidelity School Street Trust
Fidelity Advisor Series VI Fidelity Select Portfolios
Fidelity Advisor Series VIII Fidelity Sterling Performance Portfolio, L.P.
Fidelity Beacon Street Trust Fidelity Trend Fund
Fidelity Capital Trust Fidelity Union Street Trust
Fidelity Commonwealth Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Contrafund Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Yen Performance Portfolio, L.P.
Fidelity Devonshire Trust Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust
Fidelity Institutional Trust

</TABLE>

Phyllis Burke Davis

Exhibit 24(a)(1)
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
$11,611
$10,779
$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
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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*
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Chase Manhattan Bank, N.A.
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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

Exhibit 24(a)(2)
FIDELITY

(REGISTERED TRADEMARK)
GROWTH COMPANY
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

PRESIDENT'S MESSAGE

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

$42,228
$39,547
$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

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
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OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
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* 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

Exhibit 24(a)(3)
(2_FIDELITY_LOGOS)FIDELITY

EMERGING GROWTH(registered trademark)
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

PRESIDENT'S MESSAGE

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
$20,322
$20,118
$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 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, 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

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(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE

Exhibit 6(d)
GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY MT. VERNON STREET TRUST:
Fidelity New Millennium Fund
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this 17th day of September, 1992, between Fidelity Mt.
Vernon Street Trust, a Massachusetts business trust having its principal
place of business in Boston, Massachussets and which may issue one or more
series of beneficial interest ("Issuer"), with respect to shares of, a
series of the Issuer, and Fidelity Distributors Corporation, a
Massachusetts corporation having its principal place of business in Boston,
Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer.
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the Issuer will be sold at the
public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information.
The Issuer shall in all cases receive the net asset value per share on all
sales. If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer. If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of Distributors and, unless otherwise agreed upon by the Issuer and
Distributors, Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension. In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so. Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer. This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers. This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky Laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered. If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use.
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer. However, all sums of
money received by the Distributor as a result of such purchases and sales
or as a result of such participation must, after reimbursement of actual
expenses of the Distributor in connection with such activity, be paid over
by the Distributor for the benefit of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell. The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request. The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issue of its shares, (b) in connection with
the registration and qualification of shares for sale in the various states
in which the Board of Trustees of the Issuer shall determine it advisable
to qualify such shares for sale (including registering the Issuer as a
broker or dealer or any officer of the Issuer as agent or salesman in any
state), (c) of preparing, setting in type, printing and mailing any report
or other communication to shareholders of the Issuer in their capacity as
such, and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the Issuer, it
is recognized by the Issuer that FMR may reimburse the Distributor for any
direct expenses incurred in the distribution of shares of the Issuer from
any source available to it, including advisory and service or management
fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law. However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor. In no case (i)
is the indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person against
any liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Issuer to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
person, as the case may be, shall have notified the Issuer in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated agent).
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or
person or persons, defendant or defendants in the suit. In the event the
Issuer elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor, officers
or directors or controlling person or persons, defendant or defendants in
the suit, for the reasonable fees and expenses of any counsel retained by
them. The Issuer agrees to notify the Distributor promptly of the
commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of the Distributor or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of the
Distributor. In no case (i) is the indemnity of the Distributor in favor
of the Issuer or any person indemnified to be deemed to protect the Issuer
or any person against any liability to which the Issuer or such person
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Issuer or any person indemnified unless the Issuer or person, as the case
may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon
the Issuer or any such person (or after the Issuer or such person shall
have received notice of service on any designated agent). However, failure
to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to the
Distributor, it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought
to enforce the claim, but if the Distributor elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to
the Issuer, to its officers and Board and to any controlling person or
persons, defendant or defendants in the suit. In the event that the
Distributor elects to assume the defense of any suit and retain counsel,
the Issuer or controlling persons, defendant or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by them.
If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Distributor agrees to notify
the Issuer promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1993 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended. In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice: if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Issuer and agrees that the obligations assumed by the Issuer
under this contract shall be limited in all cases to the Issuer and its
assets. The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer. Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Issuer. The Distributor understands that the
rights and obligations of each series of shares of the Issuer under the
Issuer's Declaration of Trust are separate and distinct from those of any
and all other series.

IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, by one of its officers duly authorized, and the Distributor has
executed this instrument in its name and behalf by one of its officers duly
authorized, as of the day and year first above written.
Fidelity Mt. Vernon Street Trust:
Fidelity New Millennium Fund
Attest _/s/ Arthur Loring____________________ By _/s/ J. Gary
Burkhead____________________________
Secretary J. Gary Burkhead, Sr. Vice President
FIDELITY DISTRIBUTORS CORPORATION
By _/s/ Roger T. Servison____________________________
Roger T. Servison, President
LG922100032

Exhibit 9(d)
SCHEDULE A
September 17, 1992
FIDELITY MT. VERNON STREET TRUST: FIDELITY NEW MILLENNIUM FUND (the
"Portfolio")
SCHEDULE A: TRANSFER AGENT, DIVIDEND AND DISTRIBUTION DISBURSING AGENT,
AND SHAREHOLDER SERVICING AGENT
I. Services To Be Performed: Service shall be responsible for the
following:
A. Service shall administer and/or perform transfer agent functions for
the Portfolio. It will:
(1) receive for acceptance, orders for the purchase of Portfolio shares,
and promptly deliver payments received by it and appropriate documentation
therefor to the Portfolio's custodian;
(2) pursuant to purchase orders, issue the appropriate number of Portfolio
shares and properly register such shares to the appropriate shareholder
account;
(3) receive for acceptance, redemption requests and redemption
instructions (including redemptions by check transmitted to Service by any
duly appointed check processing agent) and process payments for redemption
to shareholders in accordance with the terms, conditions and rules
governing each shareholder's account as set forth in the Portfolio's
prospectus, statement of additional information and each shareholder's
account application;
(4) effect transfers of shares by the registered owners thereof upon
receipt of appropriate instructions; and
(5) prepare and mail to Portfolio shareholders such confirmations and
statements of account as may be required under applicable law and as may be
reasonably requested by the Portfolio.
B. Service shall act as service agent of the Portfolio in connection with
dividend and capital gains distributions by the Portfolio. It will:
(1) for each Portfolio shareholder who has elected to receive dividends
and/or distributions in cash, send payments to shareholders in accordance
with the shareholder's election; and
(2) for each Portfolio shareholder who has elected to receive dividends
and/or distributions in shares of the Portfolio or in shares of another
mutual fund for which Service serves as transfer agent, credit the
shareholder's account(s) for the proper number of shares.
C. In addition to the foregoing services, Service shall:
(1) perform all the customary administrative services related to its
transfer agent and dividend and distribution disbursing agent functions,
including, but not limited to:
(a) maintaining all shareholder accounts,
(b) preparing shareholder meeting lists, and supervising, but not paying
for, various agents and contractors employed to mail proxy materials and
receive and tabulate proxies,
(c) typesetting, printing and mailing shareholder reports and prospectuses
to current Portfolio shareholders,
(d) withholding taxes (including withholding for foreign taxes) for
shareholders for whom withholdings are required by federal or state
regulation and filing all required reports with respect thereto,
(e) preparing, distributing and filing all requisite shareholder tax
statements on appropriate forms and responding to inquiries with respect
thereto, and
(f) establishing and supervising the operation of bank accounts for the
receipt of funds for share purchases and the payment of dividends,
distributions and redemption proceeds;
(2) furnish the Portfolio with all necessary reports of Portfolio shares
sold in each state in order to permit compliance with the state securities
laws; and
(3) as required, respond to shareholder inquiries relating to the status of
their accounts, Portfolio performance, distributions, and share price, and
furnish shareholders with copies of account histories and make adjustments
to shareholder accounts to correct account files.
II. Compensation: For the performance of its obligations hereunder, the
Portfolio shall pay Service in accordance with this Schedule A:
A. Certain Defined Terms
For purposes of this Schedule A, the following terms shall have the
meanings indicated:
An "account" shall mean each and every account or subaccount of a
Portfolio shareholder of record maintained on a transfer agency system by
Service or on a transfer agency system operated by other divisions and
subsidiaries of FMR Corp. or any other entity to whom Service has delegated
all or a portion of its duties under the Master Agreement; but such term
shall not include an account maintained on any subaccounting system
operated by broker, bank or other intermediary who is acting on behalf of
its customer and who is not acting pursuant to a delegation of duties by
Service.
"Basic Retail Account" shall mean any account of the Portfolio other than
a USA Account, a Centralized Service Institutional Trading Account, a
Remote Institutional Trading Account or an Institutional Employee Benefit
Account.
"Centralized Service Institutional Trading Account" shall mean each
account of the Portfolio maintained on behalf of an institutional customer
(such as a bank trust department, corporation or investment adviser), or
its clients, who has no remote system access and for whom Service inputs
all account activity information and performs all account maintenance
functions.
"Institutional Employee Benefit Account" shall mean an account of the
Portfolio maintained on behalf of a corporation, association, partnership
or other employer for the benefit of employees, by which employer and
employee contributions are invested in the Portfolio as part of a qualified
or non-qualified employee benefit plan primarily through payroll
deductions.
"Remote Institutional Trading Account" shall mean any account or accounts
of the Portfolio maintained on behalf of an institutional customer (such as
a bank, investment adviser, insurance company or law firm), or its clients,
who utilizes remote system access equipment to input account activity
information and to perform account maintenance functions.
"USA Account" shall mean any account of the Portfolio established as the
core feature under the Fidelity USA Program, into which brokerage account
cash balances may be swept and from which brokerage account, credit card
and check debits may be satisfied.
B. Schedule of Account and Transaction Fees
(1) Basic Retail Accounts
(a) Account Fees - The Portfolio shall pay an account fee at the annual
rates of $7.00 for Basic Retail Accounts with a value of less than $2,000
and $19.00 for Equity Funds for Basic Retail Accounts with a value of
$2,000 or more.
(b) Transaction Fees - For all Basic Retail Accounts the Portfolio shall
pay a fee of $5.00 for each transaction described in Exhibit A-1 to this
Schedule A.
(2) USA Accounts
(a) Account Fees - The Portfolio shall pay an account fee, in lieu of the
fees set forth in II.B.(1)(a), at the annual rate of $11.00 for each USA
Account.
(b) Transaction Fees - For all USA Accounts the Portfolio shall pay a fee,
in lieu of the fees set forth in II.B.(1)(b), of $0.65 for each transaction
described in Exhibit A-2 to this Schedule A.
(c) Shareholder Service Fees - The foregoing Account Fees and Transactions
Fees, shall be in addition to, and not be reduced by, the fees charged to
shareholders directly for participating in the Fidelity USA program.
(3) Centralized Service Institutional Trading Accounts
(a) Account Fees - The Portfolio shall pay an account fee, in lieu of the
fees set forth in II.B.(1)(a) at the annual rate of $40.00 for each
Centralized Service Institutional Trading Account.
(b) Transaction Fees - The Portfolio shall pay a fee, in lieu of the fees
set forth in II.B.(1)(b), of $11.50 for each transaction of such
Centralized Service Institutional Trading Account described in Exhibit A-1
to this Schedule A.
(4) Remote Institutional Trading Accounts
(a) Account Fees - The Portfolio shall pay an account fee, in lieu of the
fees set forth in II.B.(1)(a), at the annual rate of $24.00 for each Remote
Institutional Trading Account.
(b) Transaction Fees - The Portfolio shall pay a fee, in lieu of the fees
set forth in II.B.(1)(b) of $5.00 for each transaction of such Remote
Institutional Trading Account described in Exhibit A-1 to this Schedule A.
(5) Institutional Employee Benefit Plan Accounts - The Portfolio shall pay
a fee, in lieu of the fees set forth in II.B.(1), based upon the month end
value of all Institutional Employee Benefit Plan Accounts at an annual rate
of 0.35%.
C. Schedule of Payments
Service shall be entitled to receive the account fee in respect of an
account under the applicable provisions of paragraph B above in each year
in which such account has a share balance greater than zero as of January
1, and in respect of each account opened after January 1 of such year.
Accounts with a share balance of zero shall be closed as of December 31
each year, and no account fee shall be paid in respect of such accounts for
the following year unless it is reopened. Account fees shall be billed
monthly on a pro rata basis at one-twelfth of the applicable annual rate as
of the end of each calendar month for each account open or opened during
the month. An account shall be a billable account as of the end of the
month in which it is opened, and the end of each month thereafter through
December 31, even though the value of such account may become zero. The
net asset value of an account as most recently determined in accordance
with the Portfolio's prospectus before 11:59 p.m., Boston time, on the last
calendar day of a month shall be the value used to determine the applicable
fee for the entire month. Service may bill for accounts maintained on
transfer agency systems maintained by other divisions and subsidiaries of
FMR Corp. or any other entity to whom Service has delegated all or a
portion of its duties under the Master Agreement. Transaction fees with
respect to an account are billable by Service as of the end of each month
in which the transaction occurs. In the event that a transaction is
cancelled or corrected, the cancellation or correction shall be reflected
as a credit to the Fund against billable transactions for the month in
which the cancellation or correction occurs.
D. Shareholder Charges - Service shall be entitled to charge a shareholder
directly, and may redeem shares of the Portfolio held in a shareholder's
account, for:
(1) Exchange Fees - Service may from time to time receive, through payment
by shareholders of the Portfolio, all or a portion of an exchange fee in an
amount and under circumstances authorized by the Trustees of the Fund. If
a portion of any exchange fee collected is to be allocated to the
Portfolio, such amount shall be applied to reduce transaction fees or other
charges otherwise payable to Service pursuant to this Agreement in
accordance with the allocation authorization by the Board of Trustees of
the Fund.
(2) Wire fees - any fees in effect on June 1, 1989, as disclosed in the
Portfolio's prospectus or which may be approved by the Trustees of the Fund
for executing a wire transfer of the proceeds of any wire redemption order
placed by a shareholder.
(3) Dishonored Checks - any fees reasonably related to cost and imposed by
Service when a shareholder purchases shares by check and the purchase is
subsequently cancelled because the check was dishonored by the
shareholder's bank.
(4) Account Histories - any fees reasonably related to cost and imposed by
Service to prepare, at the request of a shareholder, an account history or
provide other research information for any year(s) prior to the calendar
year in which the request is made by the shareholder.
(5) Miscellaneous Supplemental Fees - any fees imposed by Service or any
affiliate of Service for providing supplemental services to a shareholder
pursuant to separate arrangements with the customer, including but not
limited to fees for personal advisory services, fees for providing check
redemption services, for maintaining and providing services to an
individual retirement custodian account, a Keogh custodian account, a
Prototype Profit Sharing or Money Purchase Pension Plan account or for
other similar supplemental services.
III. Costs and Expenses
A. Allocation of Costs. Service will be responsible for all expenses,
costs and other charges arising out of the performance of its obligations
hereunder, including the fees and disbursements of any third party retained
to perform any of the services to the Portfolio on behalf of Service
(including the fees and handling charges of brokers, banks and other
intermediaries for forwarding shareholder reports and statements with
respect to each account for which an account fee is imposed); all paper,
typesetting, printing, stationery, envelopes, postage, labeling costs, mail
sorting and other similar costs of preparing and mailing any dividend or
redemption payment, all shareholder reports (including the cost of printing
and mailing prospectuses sent to current shareholders), tax statements,
confirmations, notices and statements of account; all telephone and
computer equipment and usage charges; and all personnel expenses, heat,
light, rent, utilities, equipment purchases or rentals; all insurance
premiums associated with the provision of services under this agreement,
unless the Trustees shall have specifically authorized an allocation of all
or a portion of the premium to the Portfolio; all costs associated with the
provision of check redemption services (including, the costs of printing
and mailing of checks and checkbooks to shareholders, the charges of any
vendor retained by the Portfolio to process checks for payment, and the
charges of sending cancelled checks to shareholders); and other necessary
expenses associated with the provision of services hereunder.
Notwithstanding the foregoing, the Portfolio shall be required to bear all
expenses for all accounts, including USA Core Accounts, Centralized Service
Institutional Trading Accounts, Remote Institutional Trading Accounts and
Institutional Employee Benefit Accounts, associated with: (1) the
printing, handling, forwarding or mailing of shareholder reports and
notices to shareholders who own shares through an account of a broker, bank
or other intermediary if Service is not compensated by an account fee for
each sub-account, (2) the charges of any bank for establishing and
operating accounts for the receipt of funds for share purchases and the
payment of dividends, distributions and redemption proceeds, (3) all fees
and expenses of registering shares for sale under the state securities
laws, and (4) the holding of annual or special meetings of Portfolio
shareholders, including: the costs of typesetting, printing, postage and
mailing notices, proxy cards and proxy statements (and, if required, annual
reports sent to shareholders who have opened accounts subsequent to the
last regular mailing date of such reports to shareholders); the fees and
other disbursements of any agent hired to mail proxy materials and/or
tabulate proxies; all charges incurred by any proxy soliciting agent; the
reasonable and customary fees and handling charges of brokers, banks and
other intermediaries for forwarding proxy materials; and all other
customary expenses associated with the holding of shareholder meetings.

B. Reports. Once each year, Service shall submit to the Fund and the other
funds advised by Fidelity Management & Research Co. with which Service
has Service Agreements (the "Funds") a report setting forth the total
amount of costs and expenses incurred by Service in the performance of its
obligations to the Funds under the Service Agreements and the total amounts
payable by the Funds for such services. Service shall also provide
annually a report by an independent certified public accounting firm (who
may be the auditors of Service) on Service's income and expenses. The term
"Service Agreements" shall mean this agreement between Service and the Fund
and agreements of like tenor between Service and other Funds.
FMR CORP.
By __/s/_Denis M. McCarthy_____________
Treasurer
FIDELITY SERVICE CO.
By ___/s/ Nita B. Kincaid________________
President
FIDELITY MT. VERNON STREET TRUST:
FIDELITY NEW MILLENNIUM FUND
By __/s/ Gary French____________________
Treasurer
LG922100058
Exhibit A-1
Monetary Transaction Types
The following monetary transactions may be billed by Service under the
Service Agreement with Fidelity Service Co.:
Direct Payments - an investor pays cash and shares are issued pursuant to a
single order to purchase shares.
Direct Redemption - an investor's shares are redeemed and a check is sent
for redemption proceeds.
Exchange Redemption - A shareholder has entered an order to sell shares of
the Portfolio and invest proceeds in another Fund that permits exchange
privileges.
Exchange Purchase - A shareholder has entered an order of redemption to
another Fund and directed that proceeds of the redemption be invested in
the Portfolio.
Transfer - The change of ownership of an account is registered, by opening
a new account in the Portfolio and transferring of shares to the new
account.
Wire Purchases - An investor places an order for the purchase of shares and
purchase price is wired to the Portfolio.
Purchase by Directed Dividend - Pursuant to standing instruction of a
shareholder, shares of the Portfolio are purchased and the purchase price
is paid by a dividend from a different Fund.
Check Redemption - A shareholder's check is presented for payment and
shares sufficient to honor the check are redeemed.
Wire Liquidation - A shareholder requests that a specified number of shares
or dollar amount of shares be redeemed and a bank wire is sent for the
proceeds of redemption, less any applicable bank charges for the wire.
Electronic Funds Purchase - Shares are purchased by an electronic funds
transfer.
Electronic Funds Redemption - Shares are redeemed and the proceeds of
redemption are transferred electronically to the shareholder.
Systematic Withdrawal Plan Redemptions - Pursuant to standing instructions,
a shareholder redeems a specified amount of shares.

Exhibit A-2
USA Account Transaction Fees
The following monetary transactions may be billed by Service under the
Service Agreement with Fidelity Service Co. in connection with a USA
Account:
Cash Advances - Each cash advance to a shareholder from a participating
financial institution for which the debit balance in the Fidelity USA
account is satisfied by a redemption of Portfolio shares.
Checks Paid - Each check drawn by a shareholder (other than a check issued
in connection with the Fidelity USA bill payment program) which is
presented for payment and results in a redemption of Portfolio shares.
Checks Received - Each check which is deposited into a Fidelity USA account
and results in the purchase of Portfolio shares.
Debit Card Purchases - Each use of a debit (or credit) card issued to a
Fidelity USA account participant to pay for goods or services which results
in the redemption of Portfolio shares in an account sufficient to cover the
debit (or credit) card charge.
Direct Deposit - Each pre-authorized deposit of funds through a
participating financial institution by a Fidelity USA program participant
to such program participant's Fidelity USA account which results in a
purchase of Portfolio shares.
EFT Received - Each electronic transfer of funds to a Fidelity USA account
by a Fidelity USA program participant which results in a purchase of
Portfolio shares.
EFT Paid - Each electronic transfer of funds by a Fidelity USA program
participant from such program participant's Fidelity USA account, which
results in a redemption of Portfolio shares.
Wire Received - Each wire transfer of funds by a Fidelity USA program
participant to a Fidelity USA account, which results in a purchase of
Portfolio shares.
Wire Sent - Each wire transfer of funds by a Fidelity USA program
participant from such program participant's Fidelity USA account, which
results in a redemption of Portfolio shares.
Automatic Teller - Each use of an automatic teller machine by a Fidelity
USA program participant to secure cash or to transfer funds, which results
in a redemption of Portfolio shares.
LG922100058
Exhibit 9(d)
SCHEDULE B
September 17, 1992
FIDELITY MT. VERNON STREET TRUST: FIDELITY NEW MILLENNIUM FUND (the
"Portfolio")
SCHEDULE B: AGENT TO PERFORM PORTFOLIO PRICING AND BOOKKEEPING
I. Services To Be Performed. Service shall be responsible for:
A. Accounting relating to the portfolio and portfolio transactions of the
Portfolio.
B. The determination of net asset value per share of the outstanding
shares of the Portfolio and the offering price, if any, at which shares are
to be sold, at the times and in the manner described in the Declaration of
Trust or Partnership Agreement, as amended, and the Prospectus of the
Portfolio ("pricing").
C. The determination of distributions, if any.
D. The timely communication of information determined in B and C above, to
the person or persons designated by the Portfolio.
E. Maintaining the books of account of the Portfolio.
F. In conjunction with the Custodian, receiving information and keeping
records about all corporate actions, including, but not limited to, cash
and stock distributions or dividends, stock splits and reverse stock
splits, taken by companies whose securities are held by the Portfolio.
G. Monitoring foreign corporate actions and foreign trades and entering
orders to convert foreign currency or establish contracts for future
settlement of foreign currency.
H. Processing and monitoring the settlement of Variable Rate Demand Notes
and GNMA's.
I. Monitoring and accounting for futures and options.
II. Compensation. For the performance of its obligations hereunder, the
Portfolio shall pay Service an annual fee based on average daily net assets
for each month. The fee schedule shall be as follows:
Fund's Average Daily Net Asset Annual Base Charge

Under $40 million $ 40,000

$40 million and under $100 million $ 60,000

$100 million and under $500 million $ 80,000

$500 million and under $1 billion $100,000

$1 billion and under $5 billion $150,000

$5 billion and above $200,000

B-1

In addition, Service shall be paid a transaction fee based on the
complexity of transactions made by the Portfolio, as follows:
Purchase of securities subject to a repurchase agreement: $ 5.00
Purchase or sale of securities that settle through
Depository Trust Company: 10.00
Purchase or sale of securities that settle through
physical delivery: 30.00
Purchase or sale of securities held by a foreign
subcustodian: 40.00
The transaction fee shall be adjusted annually based upon increases in
prevailing labor costs as reported by the Bureau of Labor Statistics'
Boston Area Wage Survey. The Portfolio shall also reimburse Service for
out-of-pocket expenses for pricing, dividend and interest quotation
services and related communications and telephone charges.
FMR CORP.
By ___/s/ Denis M. McCarthy______________
Treasurer
FIDELITY SERVICE CO.
By __/s/ Nita B. Kincaid___________________
President
FIDELITY MT. VERNON STREET TRUST:
FIDELITY NEW MILLENNIUM FUND
By __/s/ Gary French____________________
Treasurer
B-2
LG922100062
Exhibit 9(d)
SCHEDULE C
September 17, 1992
FIDELITY MT. VERNON STREET TRUST: FIDELITY NEW MILLENNIUM FUND (the
"Portfolio")
SCHEDULE C: AGENT FOR SECURITIES LENDING TRANSACTIONS
I. Services To Be Performed. Service shall be responsible for
administering a program of securities lending from the Portfolio's
portfolio by:
A. Carrying out security loan transactions between approved borrowers and
the Portfolio, including assisting Custodian in receiving and returning
collateral for loans.
B. Marking to market loans outstanding each day.
C. Ensuring that the value of collateral for loans is 100% or more of
loaned securities at market price and issuing demands for additional
collateral should the percentage fall below 100%.
The details of operating standards and procedures to be followed shall be
established from time to time by agreement between Service and the
Portfolio and shall be expressed in a procedures manual maintained by
Service.
II. Compensation. For the performance of its obligations hereunder, the
Portfolio shall pay Service according to the following:
Opening a loan $15
Closing a loan $15
Daily mark to market of collateral $ 5
FMR CORP.
By __/s/Dennis M. McCarthy______________________
Treasurer
FIDELITY SERVICE CO.
By ___/s/Nita B. Kincaid________________________
Executive Vice President
FIDELITY MT. VERNON STREET TRUST
FIDELITY NEW MILLENNIUM FUND
By __/s/Gary French_____________________________
Treasurer
LG922100064

Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference into the Statements of
Additional Information in Post Effective Amendment No. 28 to the
Registration Statement on Form N-1A of Mt. Vernon Street Trust: Fidelity
Emerging Growth Fund, Fidelity Growth Company Fund, and Fidelity New
Millenium Fund of our reports dated January 4, 1994, relating to the
financial statements and financial highlights which are incorporated by
reference in said Statements of Additional Information.
We further consent to the references to our Firm in the Prospectuses and
Statements of Additional Information under the headings "Financial
Highlights" and "Auditor."
/s/COOPERS & LYBRAND
COOPERS & LYBRAND
Boston, Massachusetts
January 13, 1994

Exhibit 16(b)
Growth Company (025)
39 Week Moving Averages
Date Factor Adjusted NAV
05-Mar-93 1.000000 27.96
08-Mar-93 1.000000 28.27
09-Mar-93 1.000000 28.41
10-Mar-93 1.000000 28.55
11-Mar-93 1.000000 28.53
12-Mar-93 1.000000 28.43
15-Mar-93 1.000000 28.58
16-Mar-93 1.000000 28.59
17-Mar-93 1.000000 28.24
18-Mar-93 1.000000 28.31
19-Mar-93 1.000000 28.05
22-Mar-93 1.000000 27.84
23-Mar-93 1.000000 27.76
24-Mar-93 1.000000 27.75
25-Mar-93 1.000000 28.11
26-Mar-93 1.000000 28.12
29-Mar-93 1.000000 28.20
30-Mar-93 1.000000 28.28
31-Mar-93 1.000000 28.46
01-Apr-93 1.000000 28.37
02-Apr-93 1.000000 27.77
05-Apr-93 1.000000 27.89
06-Apr-93 1.000000 27.81
07-Apr-93 1.000000 28.15
08-Apr-93 1.000000 28.10
09-Apr-93 1.000000 28.10
12-Apr-93 1.000000 28.48
13-Apr-93 1.000000 28.72
14-Apr-93 1.000000 28.67
15-Apr-93 1.000000 28.47
16-Apr-93 1.000000 28.37
19-Apr-93 1.000000 28.19
20-Apr-93 1.000000 28.04
21-Apr-93 1.000000 28.14
22-Apr-93 1.000000 28.15
23-Apr-93 1.000000 27.94
26-Apr-93 1.000000 27.48
27-Apr-93 1.000000 27.77
28-Apr-93 1.000000 28.07
29-Apr-93 1.000000 28.06
30-Apr-93 1.000000 28.15
03-May-93 1.000000 28.39
04-May-93 1.000000 28.76
05-May-93 1.000000 28.89
06-May-93 1.000000 28.72
07-May-93 1.000000 28.86
10-May-93 1.000000 28.94
11-May-93 1.000000 29.05
12-May-93 1.000000 29.00
13-May-93 1.000000 28.72
14-May-93 1.000000 28.71
17-May-93 1.000000 28.91
18-May-93 1.000000 29.06
19-May-93 1.000000 29.56
20-May-93 1.000000 29.75
21-May-93 1.000000 29.54
24-May-93 1.000000 29.59
25-May-93 1.000000 29.60
26-May-93 1.000000 30.16
27-May-93 1.000000 30.05
28-May-93 1.000000 29.73
31-May-93 1.000000 29.73
01-Jun-93 1.000000 29.97
02-Jun-93 1.000000 30.02
03-Jun-93 1.000000 30.02
04-Jun-93 1.000000 29.68
07-Jun-93 1.000000 29.26
08-Jun-93 1.000000 29.08
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