FIDELITY MT VERNON STREET TRUST
N-30D, 1995-01-13
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FIDELITY
 
 
(REGISTERED TRADEMARK)
GROWTH COMPANY
FUND
ANNUAL REPORT
NOVEMBER 30, 1994
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on investing                 
                              strategies.                              
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy and outlook.       
 
INVESTMENT CHANGES       9    A summary of major shifts in the         
                              fund's investments over the past six     
                              months.                                  
 
INVESTMENTS              10   A complete list of the fund's            
                              investments with their market            
                              values.                                  
 
FINANCIAL STATEMENTS     26   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    30   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    34   The auditors' opinion.                   
ACCOUNTANTS                                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMA-
TION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR
DISTRIBUTION TO 
PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE 
PROSPECTUS. MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED BY, 
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE FEDERAL
RESERVE 
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO IN-
VESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. NEITHER THE FUND
NOR FIDELITY 
DISTRIBUTORS CORPORATION IS A BANK. FOR MORE INFORMATION ON ANY FIDELITY
FUND, INCLUDING 
CHARGES AND EXPENSES, CALL 1-800-544-8888 FOR A FREE PROSPECTUS. READ IT
CAREFULLY BEFORE 
YOU INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
The unsettling period that began for investors when the Federal Reserve
Board raised short-term interest rates in February has continued into the
fourth quarter of 1994. The Board raised the federal funds rate - the rate
banks charge each other for overnight loans - five times from February
through August, taking it from 3.00% to 4.75%. A sixth increase in November
lifted the rate to 5.50%. The Fed rate hikes were intended to forestall
inflation that could result from an improving U.S. economy, and they led to
below-average returns for many stocks and negative returns for many bond
investments.
The volatility we have witnessed this year follows a period in which there
was a nearly perfect investing environment. Although there was a
late-summer rally in stocks and, to a lesser extent in bond markets, it is
impossible to predict where interest rates might go or what might happen in
the markets in the months ahead. That's why it probably is a good time to
again review your investment portfolio and how well it matches your goals.
If you can leave your money invested over the long term, you can avoid much
of the volatility that generally accompanies the stock market in the short
term, as we have been witnessing this year. You also can help to manage
risk through diversification of investments. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different stock funds or
in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. As with any mutual fund, of course, there is no assurance that
a money market fund will achieve its goal, and it is important to remember
that money market funds are not insured by any agency of the U.S.
government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically, as we have discussed here. A periodic investment
plan will not, of course, assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. 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, 1994          PAST 1   PAST 5   PAST 10   
                                         YEAR     YEARS    YEARS     
 
Growth Company                           1.23%    91.26%   390.73%   
 
Growth Company (incl. 3% sales charge)   -1.80%   85.52%   376.01%   
 
S&P 500(registered trademark)            1.05%    53.14%   287.95%   
 
Average Growth Fund                      -0.36%   52.60%   242.52%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one, five, or ten years. For example, if
you invested $1,000 in a fund that had a 5% return over the past year, you
would end up with $1,050. You can compare the fund's returns to the
performance of the Standard & Poor's Composite Index of 500 stocks - a
common proxy for the U.S. stock market. You can also compare them to the
average growth fund, which currently reflects the performance of 468 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, 1994          PAST 1   PAST 5   PAST 10   
                                         YEAR     YEARS    YEARS     
 
Growth Company                           1.23%    13.85%   17.24%    
 
Growth Company (incl. 3% sales charge)   -1.80%   13.16%   16.89%    
 
S&P 500(registered trademark)            1.05%    8.90%    14.52%    
 
Average Growth Fund                      -0.36%   8.53%    12.63%    
 
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 (02Standard & Poor
     11/30/84           9700.00       10000.00
     12/31/84           9904.64       10264.00
     01/31/85          11321.20       11063.57
     02/28/85          11732.88       11199.65
     03/31/85          11411.77       11207.49
     04/30/85          11304.73       11197.40
     05/31/85          11922.25       11844.61
     06/30/85          12078.69       12030.57
     07/31/85          12440.97       12012.52
     08/31/85          12506.84       11910.42
     09/30/85          11757.58       11537.62
     10/31/85          12243.36       12070.66
     11/30/85          13264.33       12898.71
     12/31/85          13857.15       13523.01
     01/31/86          14353.71       13598.73
     02/28/86          15563.70       14615.92
     03/31/86          16330.34       15431.49
     04/30/86          16653.63       15257.11
     05/31/86          17401.79       16068.79
     06/30/86          17494.16       16340.35
     07/31/86          16053.25       15426.93
     08/31/86          16616.68       16571.60
     09/30/86          15111.11       15201.13
     10/31/86          16237.98       16078.24
     11/30/86          16025.54       16468.94
     12/31/86          15663.03       16048.98
     01/31/87          17652.02       18210.78
     02/28/87          19261.83       18930.11
     03/31/87          19060.60       19477.19
     04/30/87          18356.31       19303.84
     05/31/87          18289.24       19471.78
     06/30/87          18591.08       20455.11
     07/31/87          19451.88       21492.18
     08/31/87          20715.13       22293.84
     09/30/87          20245.60       21805.60
     10/31/87          14857.21       17108.68
     11/30/87          13303.30       15698.92
     12/31/87          15397.32       16893.61
     01/31/88          15456.45       17604.83
     02/29/88          16402.52       18425.22
     03/31/88          16591.74       17855.88
     04/30/88          16402.52       18054.08
     05/31/88          16319.74       18211.15
     06/30/88          17703.37       19047.04
     07/31/88          17336.77       18974.66
     08/31/88          16627.22       18329.52
     09/30/88          17561.46       19110.36
     10/31/88          17372.25       19641.63
     11/30/88          17135.73       19360.75
     12/31/88          17870.70       19699.57
     01/31/89          19121.65       21141.57
     02/28/89          19087.88       20615.15
     03/31/89          19743.16       21095.48
     04/30/89          21090.11       22190.34
     05/31/89          22740.43       23089.05
     06/30/89          21915.27       22957.44
     07/31/89          23383.57       25030.49
     08/31/89          24342.21       25521.09
     09/30/89          25033.89       25416.46
     10/31/89          24779.06       24826.79
     11/30/89          24888.27       25333.26
     12/31/89          25312.29       25941.26
     01/31/90          23385.78       24200.60
     02/28/90          24415.93       24512.79
     03/31/90          25727.03       25162.38
     04/30/90          25352.43       24533.32
     05/31/90          28014.77       26925.32
     06/30/90          28335.85       26742.22
     07/31/90          27452.87       26656.65
     08/31/90          24603.23       24246.89
     09/30/90          22422.52       23066.06
     10/31/90          22529.55       22966.88
     11/30/90          24937.69       24450.54
     12/31/90          26222.04       25132.71
     01/31/91          29178.70       26228.50
     02/28/91          31065.09       28103.83
     03/31/91          32750.79       28783.95
     04/30/91          32456.46       28853.03
     05/31/91          34182.30       30099.48
     06/30/91          31881.18       28720.92
     07/31/91          34409.73       30059.32
     08/31/91          35894.76       30771.72
     09/30/91          35680.70       30257.84
     10/31/91          35600.43       30663.29
     11/30/91          34275.95       29427.56
     12/31/91          38895.23       32794.07
     01/31/92          39332.90       32184.10
     02/29/92          39667.09       32602.50
     03/31/92          37618.35       31966.75
     04/30/92          36891.85       32906.57
     05/31/92          36848.26       33067.81
     06/30/92          35540.55       32575.10
     07/31/92          36804.67       33907.42
     08/31/92          35802.09       33212.32
     09/30/92          36368.77       33604.23
     10/31/92          38330.32       33721.84
     11/30/92          40873.09       34871.76
     12/31/92          41984.61       35300.68
     01/31/93          43004.27       35597.21
     02/28/93          41802.52       36081.33
     03/31/93          43293.30       36842.64
     04/30/93          42821.72       35951.05
     05/31/93          45225.22       36914.54
     06/30/93          45392.55       37021.59
     07/31/93          44662.37       36873.51
     08/31/93          46487.81       38271.01
     09/30/93          47796.04       37976.33
     10/31/93          48450.16       38762.44
     11/30/93          47020.23       38394.19
     12/31/93          48781.71       38858.76
     01/31/94          50364.08       40179.96
     02/28/94          49555.29       39091.08
     03/31/94          47246.87       37386.71
     04/30/94          47802.91       37865.26
     05/31/94          47533.31       38486.25
     06/30/94          45342.84       37543.34
     07/31/94          46387.53       38774.76
     08/31/94          48746.50       40364.53
     09/30/94          47769.21       39375.59
     10/31/94          49319.39       40261.55
     11/30/94          47617.56       38795.22
 
$10,000 OVER 10 YEARS: Let's say you invested $10,000 in Fidelity Growth
Company Fund on November 30, 1984, and paid a 3% sales charge. As the chart
shows, by November 30, 1994, the value of your investment would have grown
to $47,601 - a 376.01% 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 $38,795 - a
287.95% 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
Rising interest rates contributed 
to below-average returns in the 
U.S. stock market during the 12 
months ended November 30, 
1994. The Standard & Poor's 500 
stock index finished the 12-month 
period with a total return of 1.05% 
- - below its historical annual 
average return of more than 10%. 
After two months of steady gains, 
stocks stumbled from February 
through June 1994. During that 
time, the Federal Reserve Board 
raised short-term interest rates 
four times in an effort to curb 
possible future inflation triggered 
by a strengthening economy. 
Higher rates hurt stocks because 
they raise the cost of borrowing 
for companies and consumers, 
often dampening future corporate 
profits. In addition, higher rates 
often make bonds and other 
fixed-income investments more 
attractive relative to stocks. 
Despite a fifth Fed rate hike in 
August, the market rallied from 
July through October, fueled by 
strengthening corporate earnings 
and a flurry of merger and 
acquisition activity. Interest rate 
concerns resurfaced in 
November, when the Fed raised 
rates again. Although returns in 
overseas markets were mixed, 
foreign stocks generally fared 
better than those in the U.S. The 
Morgan Stanley EAFE (Europe, 
Australia, Far East) index 
returned 14.84% for the 12 
months ended November 30, 
while the Morgan Stanley 
Emerging Markets Free index 
was up 17.44% during the same 
period. 
An interview with Robert Stansky, Portfolio Manager of Fidelity Growth
Company Fund
Q. BOB, HOW HAS THE FUND PERFORMED?
A. Not as well as I would have liked. With a volatile stock market and
rising interest rates as a backdrop, the fund was up 1.23% for the 12
months ended November 30, 1994. That's only slightly better than the
average growth fund, which was down 0.36% for the same time period,
according to Lipper Analytical Services.
Q. HOW DID RISING INTEREST RATES 
INFLUENCE PERFORMANCE?
A. The fear in the market over the past six months was that, with rates
climbing, the investing environment wouldn't be very favorable for stocks
in general. Many growth stocks - those with accelerating earnings - don't
perform well in an increasing interest rate environment because investors
often take advantage of higher rates by investing in bonds. Though rising
interest rates haven't affected the balance sheets of most of the companies
whose stocks the fund owns, they have influenced the public's perception of
the overall market. However, what I'd really like to stress is that while
interest rates and the economy matter, a company's success in its own
product cycle and execution is what really drives its stock price.
Q. WHAT DO YOU MEAN BY "PRODUCT CYCLE" AND "EXECUTION?"
A. A company that's doing well in its product cycle is offering the right
products at the right time - products that customers want to buy. Execution
refers to distribution services provided by those companies that don't
manufacture the products that they sell, like a retailer, and offer the
right inventory to the public through an ever-increasing number of stores.
Q. CAN YOU GIVE EXAMPLES OF COMPANIES WITH GOOD PRODUCT CYCLE AND EXECUTION
IN WHICH YOU'VE INVESTED?
A. Motorola is a good example. The company has grown much faster than the
overall communications market because it has designed and delivered
products that the customer wants. It's the same with Oracle, which
manufactures database management software. By contrast, IBM has had
problems making the right products and having enough of them. Though the
situation has much improved, IBM has suffered from product cycle problems
in the past. Lowe's, a leader in the home improvement market which opened
stores at a rapid pace this year, is an example of a company with great
execution.
Q. WHY HAVE YOU CUT BACK YOUR HOLDINGS IN THE FINANCIAL SECTOR FROM 10.8%
TO 8.3% OF THE FUND IN THE PAST SIX MONTHS?
A. Rising rates affect financial companies first. The cost to borrow funds
increases as soon as rates go up - there's no lag time in financial stocks
like there is in some other sectors. 
Q. THOUGH YOU LIKE THE COMPANY, YOU'VE REDUCED THE FUND'S POSITION IN
COMPAQ FROM 5.5% TO 1.9%, ALTHOUGH TECHNOLOGY AS A SECTOR OF THE FUND HAS
GROWN FROM 27.2% TO 32.6%. WHY?
A. Compaq did a great job of increasing its market share in personal
computers in the past year. However, profitability has been somewhat
disappointing. The purchase of PCs for the home is a large segment of
overall demand and I want to see if it keeps up after the holidays. Still,
at 2% of the fund, Compaq remains a large holding.  Also, I took more
positions in smaller- to-medium-sized technology companies in order to
increase my exposure to the industry since I think the outlook is good.
Q. WHAT DISAPPOINTMENTS DID THE FUND EXPERIENCE THIS YEAR?
A. This year, disappointments came in two categories: the investments I
shouldn't have made that went down, and the investments I should have had
more of that went up. Overall, General Electric - the fund's largest
investment on November 30 - has been a disappointing stock during the past
six months. Operationally it did a great job, but the losses at a brokerage
firm that GE owned held back the company and put investors off. Though it's
still a large holding that is both increasing its dividend and buying back
stock, it hasn't done as well as I had hoped. Microsoft falls into the
latter category. It had better-than-expected earnings this year and was
placed in the S&P 500. There's no doubt that the fund should have owned
more Microsoft during the period.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. Well, I believe that stock prices follow earnings, period. I ask myself,
"Did the company earn what was expected?" Companies are in much better
shape cost-wise and product cycle-wise and demand is good. However, as
overall market growth slows, stocks that post superior earnings should
perform well in 1995. In general, I'm hopeful.
 
FUND FACTS
GOAL: to increase the value 
of the fund's shares over the 
long term by investing in 
stocks with above average 
growth potential
START DATE: January 17, 1983
SIZE: as of November 30, 
1994, more than $2.9 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; joined Fidelity in 
1983
(checkmark)
BOB STANSKY ON 
PRICE/EARNINGS RATIO:
"In a rising interest rate 
environment, I think it's likely 
that stocks with high 
price/earnings ratios 
(p/e)could contract or stay flat 
- - the stock price falling while 
the earnings remain steady. 
Most aggressive stocks - 
stocks that are growing very 
quickly - often sell at 30 to 
40 times earnings. If you look 
at those stocks arithmetically, 
they are the most attractive, 
but in a rising rate market, 
valuations are likely to come 
down. I cut back on some of 
the really high p/e stocks early 
in the period and most of the 
stocks I'm holding now don't 
have huge price/earnings 
ratios."
(solid bullet)  The fund's cash position 
has fallen from 10.1% to 3.7% 
over the past six months.
(solid bullet)  Though the fund is 
authorized to invest in 
derivative instruments such 
as futures, options and 
foreign currency forwards, it 
did not have any significant 
derivative holdings during the 
period.
(solid bullet)  The fund's holdings in 
health care stocks increased 
from 7.6% to 10.3% of the 
fund over the past six months. 
Pharmaceutical stocks 
among the fund's top 10 
investments on November 30 
included Warner-Lambert and 
Pfizer.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF NOVEMBER 30, 1994
                                                  % OF FUND'S       
                                   % OF FUND'S    INVESTMENTS       
                                   INVESTMENTS    IN THESE STOCKS   
                                                  6 MONTHS AGO      
 
General Electric Co.               2.0            2.4               
 
Compaq Computer Corp.              1.9            5.5               
 
Lowe's Companies, Inc.             1.9            1.1               
 
Oracle Systems Corp.               1.7            0.7               
 
Motorola, Inc                      1.7            0.6               
 
Philip Morris Companies, Inc.      1.6            0.6               
 
Warner-Lambert Co.                 1.5            1.1               
 
International Business Machines    1.4            1.2               
Corp.                                                               
 
Sears, Roebuck & Co.               1.4            1.0               
 
Pfizer, Inc.                       1.4            1.0               
 
TOP FIVE INDUSTRIES AS OF NOVEMBER 30, 1994
                                    % OF FUND'S           
                     % OF FUND'S    INVESTMENTS           
                     INVESTMENTS    IN THESE INDUSTRIES   
                                    6 MONTHS AGO          
 
Technology           32.6           27.2                  
 
Retail & Wholesale   13.4           11.3                  
 
Health               10.3           7.6                   
 
Finance              8.3            10.8                  
 
Utilities            5.9            6.6                   
 
ASSET ALLOCATION
AS OF NOVEMBER 30, 1994* AS OF MAY 31,1994** 
Row: 1, Col: 1, Value: 3.7
Row: 1, Col: 2, Value: 1.0
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 4, Value: 45.0
Row: 1, Col: 1, Value: 10.1
Row: 1, Col: 2, Value: 1.0
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 4, Value: 49.0
Stocks 96.2%
Bonds 0.1%
Short-term
investments 3.7%
FOREIGN
INVESTMENTS 6.8%
Stocks 89.8%
Bonds 0.1%
Short-term
investments 10.1%
FOREIGN
INVESTMENTS 8.5%
*
**
INVESTMENTS NOVEMBER 30, 1994 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 95.4%
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - 4.5%
CHEMICALS & PLASTICS - 1.2%
Airgas, Inc. (a)  209,300 $ 5,232
Dow Chemical Co.   216,800  13,875
Lubrizol Corp.  48,900  1,540
Praxair, Inc.  127,800  2,588
Sterling Chemical, Inc. (a)  29,600  318
Union Carbide Corp.  418,500  11,980
  35,533
IRON & STEEL - 0.2%
Hylsamex SA de CV sponsored ADR (a)(b)  40,800  974
Nucor Corp   88,000  4,796
Schnitzer Steel, Inc. Class A  3,100  59
  5,829
METALS & MINING - 0.8%
Aluminum Co. of America  264,500  21,590
ASARCO, Inc.  116,600  3,192
  24,782
PACKAGING & CONTAINERS - 0.1%
U.S. Can Corp. (a)  91,500  1,647
PAPER & FOREST PRODUCTS - 2.2%
Champion International Corp.  310,900  10,804
Federal Paper Board Co., Inc.  17,700  480
Georgia-Pacific Corp.  212,800  15,215
International Paper Co.  172,900  12,362
Jefferson Smurfit Corp. (a)  12,000  192
Klabin Industria de Papel e Celulose PN  439,500  767
Louisiana-Pacific Corp.  200,700  5,620
Scott Paper Co.  145,800  9,514
Stone Container Corp. (a)  100,000  1,599
Temple-Inland, Inc.  69,000  3,096
Union Camp Corp.  88,900  4,105
  63,754
TOTAL BASIC INDUSTRIES   131,545
CONGLOMERATES - 0.0%
Tyco Laboratories, Inc.   23,700  1,090
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - 0.9%
BUILDING MATERIALS - 0.5%
Armstrong World Industries, Inc.  90,600 $ 3,624
Cemex SA, Series B  325,700  3,124
Golden Pharos BHD (a)  477,000  1,484
Hume Industries BHD  783,000  3,401
Tolmex SA Class B2  116,000  1,689
USG Corp. (a)  100,000  1,962
  15,284
CONSTRUCTION - 0.4%
Centex Corp.  166,400  3,390
Ekran BHD:
Class A (a)  320,000  1,033
 Ord.   320,000  1,114
Empresas Ica Sociedad Controladora SA de CV sponsored
ADR representing ORD Participation Certificate  23,000  710
Lennar Corp.  128,100  2,002
Pulte Corp.  86,700  1,745
  9,994
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Innkeepers USA Trust  69,200  510
TOTAL CONSTRUCTION & REAL ESTATE   25,788
DURABLES - 4.8%
AUTOS, TIRES, & ACCESSORIES - 3.0%
Autozone, Inc. (a)  554,500  14,209
Chrysler Corp.  614,200  29,712
Dana Corp.  105,700  2,286
Edelbrock Corp. (a)  6,900  97
Ford Motor Co.  1,084,800  29,425
Gentex Corp. (a)  53,100  1,148
Pep Boys-Manny, Moe & Jack  364,200  11,791
  88,668
CONSUMER ELECTRONICS - 0.3%
Whirlpool Corp.  159,900  7,975
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
HOME FURNISHINGS - 0.2%
Ethan Allen Interiors, Inc. (a)  95,900 $ 2,170
Rhodes, Inc. (a)  168,900  1,668
Strouds, Inc. (a)  232,100  3,713
  7,551
TEXTILES & APPAREL - 1.3%
Cygne Designs, Inc. (a)  284,000  4,047
Mohawk Industries, Inc. (a)  214,500  3,647
NIKE, Inc. Class B  130,200  8,317
Nine West Group, Inc. (a)  154,300  3,819
Reebok International Ltd.  213,900  8,208
St. John Knits  30,400  923
Tommy Hilfiger (a)  220,300  9,445
  38,406
TOTAL DURABLES   142,600
ENERGY - 3.1%
ENERGY SERVICES - 0.6%
Halliburton Co.  34,400  1,200
Schlumberger Ltd.  281,400  14,949
  16,149
OIL & GAS - 2.5%
Amoco Corp.  196,200  11,919
Anadarko Petroleum Corp.  56,900  2,276
Anderson Exploration Ltd. (a)  380,000  3,728
Beau Canada Exploration  4,200  6
British Petroleum PLC ADR  248,044  19,689
Burlington Resources, Inc.  44,400  1,587
Canadian Natural Resources Ltd. (a)  366,200  4,258
Encal Energy Ltd. (a)  965,100  2,104
Enron Oil & Gas Co.  170,600  3,092
Petroleum Geo-Services AS (ADR) (a)  145,500  3,238
Rio Alto Exploration Ltd. (a)  706,100  3,207
Summit Resources Ltd.  469,200  3,069
Unocal Corp.  628,053  16,722
  74,895
TOTAL ENERGY   91,044
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - 8.3%
BANKS - 3.2%
Bank of Boston Corp.  380,551 $ 10,178
Banacci SA de CV Class C  288,500  2,029
Bank of New York Co., Inc.  814,200  22,696
BankAmerica Corp.  107,900  4,424
Chemical Banking Corp.  441,900  16,074
Citicorp  313,260  13,039
First Chicago Corp.  107,500  4,999
Grupo Financiero Bancomer SA de CV
sponsored ADR, Series C (b)  252,500  5,934
HSBC Holdings PLC  19,953  221
NationsBank Corp.  205,359  9,215
Republic New York Corp.  2,000  86
Shawmut National Corp.  183,290  3,253
Signet Banking Corp.  82,177  2,455
State Street Boston Corp.  29,000  914
  95,517
CREDIT & OTHER FINANCE - 2.2%
American Express Co.  768,816  22,776
Beneficial Corp.  179,700  6,559
Dean Witter Discover & Co.  353,925  12,387
Green Tree Acceptance, Inc.  297,100  8,208
Grupo Financiero Inbursa Class B (a)  174,100  683
Household International, Inc.  259,468  9,990
United Merchant Group BHD  1,478,000  2,921
  63,524
FEDERAL SPONSORED CREDIT - 2.0%
Federal Home Loan Mortgage Corporation  582,600  29,057
Federal National Mortgage Association  442,100  31,445
  60,502
INSURANCE - 0.4%
Allstate Corp.  118,300  2,795
Travelers, Inc. (The)  258,900  8,511
  11,306
SECURITIES INDUSTRY - 0.5%
Merrill Lynch & Co., Inc.  325,700  12,376
Schwab (Charles) Corp.  59,000  1,881
  14,257
TOTAL FINANCE   245,106
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - 9.9%
DRUGS & PHARMACEUTICALS - 6.5%
ALZA Corp. Class A  342,000 $ 6,583
Amgen, Inc. (a)  460,300  26,870
Biogen, Inc. (a)  32,100  1,244
Bristol-Myers Squibb Co.   294,800  17,025
Cell Genesys, Inc. (a)  70,200  632
Cellpro, Inc. (a)  102,300  1,893
Cephalon, Inc. (a)  3,800  32
COR Therapeutics, Inc. (a)  130,400  1,744
Creative Biomolecules, Inc. (a)  51,800  117
Dura Pharmaceuticals, Inc. (a)  146,100  1,899
Elan Corp. PLC:
therapeutic systems unit (1 common & 1 ADR warrant) (a)  39,956  1,029
 ADR (a)  559,550  19,724
Pfizer, Inc.  540,300  41,806
Rhone Poulenc Rorer, Inc.  106,400  4,150
Schering-Plough Corp.  316,300  23,683
Warner-Lambert Co.  580,800  44,939
  193,370
MEDICAL EQUIPMENT & SUPPLIES - 2.5%
Beckman Instruments, Inc.  11,600  332
Becton, Dickinson & Co.  219,100  10,352
Boston Scientific Corp. (a)  263,200  4,211
Cardinal Health, Inc.  88,400  4,022
Johnson & Johnson  769,600  41,077
Medisense, Inc. (a)  22,400  552
Medtronic, Inc.  156,200  8,279
Pall Corp.  14,600  259
St. Jude Medical, Inc.  114,400  4,562
  73,646
MEDICAL FACILITIES MANAGEMENT - 0.9%
Columbia/HCA Healthcare Corp.  164,900  6,246
HealthTrust, Inc. - The Hospital Co. (a)  137,100  4,421
Humana, Inc. (a)  51,200  1,146
Lincare Holdings, Inc. (a)  59,500  1,621
U.S. Healthcare, Inc.  302,950  13,557
  26,991
TOTAL HEALTH   294,007
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HOLDING COMPANIES - 0.4%
Granite Industries BHD (a)  790,000 $ 1,855
Grupo Carso SA de CV Class A-1 (a)  893,800  10,052
Grupo Sidek SA de CV Class B Ord. (a)  155,500  664
  12,571
INDUSTRIAL MACHINERY & EQUIPMENT - 3.6%
ELECTRICAL EQUIPMENT - 2.3%
American Power Conversion Corp. (a)  105,600  1,703
General Electric Co.  1,268,300  58,342
Ortel Corp. (a)  4,900  127
Scientific-Atlanta, Inc.  223,800  4,420
Sensormatic Electronics Corp.  110,300  3,557
Star Paging International Holdings Ltd. (warrants) (a)  1,356,800  61
  68,210
INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%
Case Corp.  200,600  3,937
Caterpillar, Inc.  318,900  17,220
PRI Automation, Inc. (a)  127,700  2,139
Ultratech Stepper, Inc.  94,100  3,670
Veeco Instruments, Inc. (a)  48,800  537
  27,503
POLLUTION CONTROL - 0.4%
Browning-Ferris Industries, Inc.   114,400  3,089
WMX Technologies, Inc.  338,200  8,708
  11,797
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   107,510
MEDIA & LEISURE - 3.0%
BROADCASTING - 1.4%
Comcast Corp. Class A (Special)  158,200  2,511
Emmis Broadcasting Corp. Class A (a)  21,300  312
Infinity Broadcasting Corp. (a)  114,400  3,432
Tele-Communications, Inc. Class A (a)  417,600  9,866
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
BROADCASTING - CONTINUED
Time Warner, Inc.  452 $ 15
Viacom, Inc. (a)  190,304  7,588
Viacom, Inc. (a):
(rights)  593,800  891
 (non-vtg.)  448,430  17,265
  41,880
ENTERTAINMENT - 0.4%
Disney (Walt) Co.  256,900  11,207
LEISURE DURABLES & TOYS - 0.2%
Cobra Golf, Inc. (a)  129,500  4,662
LODGING & GAMING - 0.2%
Mandarin Oriental International Ltd. Ord.  792,000  824
Mirage Resorts, Inc. (a)  308,500  6,093
  6,917
PUBLISHING - 0.1%
McGraw-Hill, Inc.  31,200  2,118
Meredith Corp.  2,900  140
Scripps (E.W.) Co. Class A  17,500  527
  2,785
RESTAURANTS - 0.7%
Apple South, Inc.  83,400  1,063
Applebee's International, Inc.  6,200  93
Brinker International, Inc. (a)  109,700  1,865
Outback Steakhouse, Inc. (a)  172,500  4,442
Sbarro, Inc.  34,700  776
Starbucks Corp. (a)  395,300  10,599
  18,838
TOTAL MEDIA & LEISURE   86,289
NONDURABLES - 3.0%
BEVERAGES - 0.3%
PepsiCo, Inc.  218,400  7,726
FOODS - 0.0%
Gruma SA Class B (a)  104,400  692
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 0.9%
Colgate-Palmolive Co.  53,400 $ 3,204
Gillette Co.  86,000  6,321
Procter & Gamble Co.  295,500  18,469
  27,994
TOBACCO - 1.8%
American Brands, Inc.  81,900  2,897
Philip Morris Companies, Inc.  797,800  47,669
RJR Nabisco Holdings Corp. (a)  481,200  3,007
  53,573
TOTAL NONDURABLES   89,985
RETAIL & WHOLESALE - 12.9%
APPAREL STORES - 1.4%
AnnTaylor Stores Corp. (a)  75,400  2,828
Baby Superstore, Inc. (a)  3,500  141
Charming Shoppes, Inc.  588,500  3,972
Filene's Basement Corp. (a)  96,900  594
Gap, Inc.  306,700  10,811
Gymboree Corp. (a)  62,500  1,906
Limited, Inc. (The)  448,000  8,680
Sportmart, Inc. Class A (non-vtg) (a)  63,900  743
TJX Companies, Inc.  514,014  7,774
Talbots, Inc.  116,300  3,736
  41,185
APPLIANCE STORES - 0.0%
Elektra (Grupo) SA US CPO (a)  62,700  683
DRUG STORES - 0.3%
General Nutrition Companies, Inc. (a)  160,000  4,680
Revco (D.S.), Inc. (a)  123,600  2,781
  7,461
GENERAL MERCHANDISE STORES - 3.9%
Dayton Hudson Corp.  295,300  24,104
Federated Department Stores, Inc. (a)  187,700  3,848
Nordstrom, Inc.  53,400  2,577
Penney (J.C.) Co., Inc.  350,900  16,141
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - CONTINUED
Price/Costco, Inc.  605,800 $ 9,314
Sears, Roebuck & Co  897,900  42,426
Wal-Mart Stores, Inc.  724,200  16,747
  115,157
GROCERY STORES - 0.3%
Fleming Companies, Inc.  27,107  624
Giant Food, Inc. Class A  49,000  1,096
Kroger Co. (The) (a)  48,300  1,165
Safeway, Inc. (a)  115,000  3,508
Stop & Shop Companies, Inc. (a)  153,700  3,631
  10,024
RETAIL & WHOLESALE, MISCELLANEOUS - 7.0%
Barnes & Noble, Inc. (a)  154,100  4,218
Bed Bath & Beyond, Inc. (a)  311,400  9,031
Best Buy Co., Inc. (a)  298,400  13,167
Circuit City Stores, Inc.  143,500  3,534
Corporate Express (a)  63,600  1,352
Home Depot, Inc. (The)  808,200  37,379
Lillian Vernon Corp.  47,000  776
Lowe's Companies, Inc.  1,488,200  55,621
Micro Warehouse, Inc. (a)  278,800  9,078
Officemax, Inc. (a)  420,800  10,362
Office Depot, Inc. (a)  725,825  17,238
Spiegel, Inc. Class A  24,100  322
Sports Authority, Inc. (a)  7,200  164
Staples, Inc. (a)  925,800  20,136
Sunglass Hut International, Inc. (a)  241,200  5,216
Toys "R" Us, Inc. (a)  349,700  12,808
Viking Office Products, Inc. (a)  17,400  500
Waban, Inc. (a)  344,500  5,857
Williams-Sonoma, Inc. (a)  38,700  1,173
  207,932
TOTAL RETAIL & WHOLESALE   382,442
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
SERVICES - 0.8%
LEASING & RENTAL - 0.2%
Hollywood Entertainment Corp. (a)  163,950 $ 5,451
Movie Gallery, Inc. (a)  17,600  460
  5,911
PRINTING - 0.3%
Alco Standard Corp.  141,300  7,913
Reynolds & Reynolds Co. Class A  45,400  1,044
  8,957
SERVICES - 0.3%
Careerstaff Unlimited, Inc. (a)  7,600  95
Norrell Corp.  20,800  411
Western Atlas, Inc.  202,900  8,852
  9,358
TOTAL SERVICES   24,226
TECHNOLOGY - 32.6%
COMMUNICATIONS EQUIPMENT - 6.4%
Cabletron Systems, Inc. (a)  815,950  38,758
Centigram Communications Corp. (a)  257,200  5,144
Cisco Systems, Inc. (a)  666,300  21,488
DSC Communications Corp. (a)  1,224,700  38,272
Ericsson (L.M.) Telefon AB Class B ADR  39,200  2,176
General Instrument Corp. (a)  143,600  4,308
Global Village Communication (a)  194,500  1,580
ITI Technologies  4,700  81
InterVoice, Inc. (a)  151,100  1,945
Newbridge Networks Corp. (a)  661,700  22,250
Nokia Corp. sponsored ADR (a)(c)  440,600  30,787
Pairgain Technologies, Inc. (a)  53,300  760
PictureTel Corp. (a)  55,700  1,246
Shiva Corp.  2,700  84
3Com Corp. (a)  392,700  17,082
S. Megga International Holdings Ltd.  11,740,000  1,639
  187,600
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - 6.5%
Adobe Systems, Inc.  433,500 $ 14,305
Ascend Communications, Inc. (a)  191,400  6,125
Aspen Technology, Inc. (a)  4,400  74
CUC International, Inc. (a)  345,400  10,621
Cadence Design Systems, Inc. (a)  58,100  1,198
Chipcom Corp. (a)  151,800  6,262
Computer Associates International, Inc.  357,200  16,253
CompUSA, Inc. (a)  276,400  3,801
EIS International, Inc. (a)  151,200  2,022
Equifax Inc.  102,700  2,645
Informix Corp. (a)  117,800  3,387
Intelligent Electronics, Inc.  156,900  2,020
Lotus Development Corp. (a)  117,300  5,249
Mercury Interactive Group Corp. (a)  133,600  1,570
Microsoft Corp. (a)  430,600  27,074
Network Peripherals, Inc. (a)  116,100  2,961
Novell, Inc. (a)  463,100  9,204
Oracle Systems Corp. (a)  1,221,800  50,399
Parametric Technology Corp. (a)  489,600  17,014
Platinum Technology, Inc. (a)  80,000  1,560
Spectrum Holobyte, Inc. (a)  50,300  666
Sybase, Inc. (a)  130,900  6,349
Synopsys, Inc. (a)  59,100  2,434
  193,193
COMPUTERS & OFFICE EQUIPMENT - 9.3%
Adaptec, Inc. (a)  352,800  7,762
Bay Networks, Inc. (a)  566,400  14,585
Compaq Computer Corp. (a)  1,469,000  57,475
Danka Business Systems PLC sponsored ADR  114,600  2,306
Data General Corp. (a)  28,500  306
Digital Equipment Corp. (a)  427,700  14,542
EMC Corp. (a)  1,827,900  41,128
Hewlett-Packard Co.  185,800  18,208
International Business Machines Corp.  604,300  42,754
Read Rite Corp. (a)  4,700  77
Seagate Technology (a)  595,000  14,206
Silicon Graphics, Inc. (a)  711,900  21,891
Stratus Computer, Inc. (a)  412,000  15,398
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Sun Microsystems, Inc. (a)  624,100 $ 20,907
TSL Holding, Inc. (a)  1,682  -
Tech Data Corp. (a)  276,600  4,702
  276,247
ELECTRONIC INSTRUMENTS - 1.8%
Applied Materials, Inc. (a)  774,400  37,074
Credence Systems Corp. (a)  158,000  4,157
Electro Scientific Industries, Inc. (a)  27,800  539
Megatest Corp. (a)  69,500  695
Novellus System, Inc. (a)  206,800  10,779
  53,244
ELECTRONICS - 8.6%
Actel Corp. (a)  83,400  688
Advanced Micro Devices, Inc. (a)  366,200  9,247
Alliance Semiconductor Corp. (a)  60,900  1,994
Altera Corp. (a)  231,500  8,913
Analog Devices, Inc. (a)  324,700  10,756
Cascade Communications Corp. (a)  7,000  382
Integrated Device Technology, Inc. (a)  116,100  3,019
Intel Corp.  454,500  28,690
LSI Logic Corp. (a)  33,500  1,432
Linear Technology Corp.  416,900  20,115
Maxim Integrated Products, Inc. (a)  185,600  11,461
Microchip Technology, Inc. (a)  23,100  687
Micron Technology, Inc.  750,450  31,144
Motorola, Inc.  874,000  49,272
National Semiconductor Corp. (a)  721,300  13,254
Quality Semiconductor, Inc.  11,900  146
Tencor Instruments (a)  347,200  15,407
Texas Instruments, Inc.  437,400  33,024
Xilinx, Inc. (a)  267,700  15,660
  255,291
TOTAL TECHNOLOGY   965,575
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TRANSPORTATION - 1.7%
AIR TRANSPORTATION - 0.6%
AMR Corp. (a)  29,300 $ 1,487
Atlantic Southeast Airlines, Inc.  148,200  2,260
Delta Air Lines, Inc.  98,500  4,937
KLM Royal Dutch Airlines (a)  75,900  1,869
Malaysian Helicopter Services BHD  651,600  1,288
Technology Resources Industries BHD (a)  1,776,000  6,046
  17,887
RAILROADS - 1.0%
CSX Corp.   361,500  25,124
Conrail, Inc.   95,800  4,982
Illinois Central Corp., Series A  19,200  581
  30,687
SHIPPING - 0.1%
Transportacion Maritima Mexicana SA de CV 
sponsored ADR Class A  170,300  1,086
TRUCKING & FREIGHT - 0.0%
Knights Transportation, Inc. (a)  5,000  69
MTL, Inc. (a)  18,900  234
US Xpress Enterprises, Inc. (a)  10,100  117
  420
TOTAL TRANSPORTATION   50,080
UTILITIES - 5.9%
CELLULAR - 1.5%
Airtouch Communications (a)  774,665  21,013
Arch Communications Group, Inc. (a)  79,300  1,566
IDB Communications Group, Inc.  231,620  1,911
LIN Broadcasting Corp. (a)  40,400  5,797
Paging Network, Inc. (a)  150,850  4,752
Rogers Cantel Mobile Communications, Inc. 
Class B (non-vtg.) (a)  143,200  4,241
United States Cellular Corp. (a)  113,200  3,537
Vanguard Cellular Systems, Inc. Class A (a)  85,700  2,271
  45,088
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UTILITIES - CONTINUED
ELECTRIC UTILITY - 0.3%
Huaneng Power International, Inc. 
Class N sponsored ADR (a)  534,300 $ 9,217
TELEPHONE SERVICES - 4.1%
ALC Communications Corp. (a)  444,600  15,116
Ameritech Corp.  508,000  20,066
AT & T Corp.  181,200  8,901
BellSouth Corp.   184,400  9,566
Indosat (Indonesia Satellite) sponsored ADR  55,000  2,090
LCI International, Inc. (a)  318,200  7,080
NYNEX Corp.  171,500  6,453
Pakistan Telecommunications Voucher GDR (a)(b)  24,000  3,792
Southwestern Bell Corp.  569,700  23,571
Sprint Corp.  216,700  6,474
Telefonica Argentina Class B  376,700  2,131
Telefonos de Mexico SA sponsored ADR representing 
shares Ord. Class L  121,000  6,413
Telephone & Data Systems, Inc.  196,372  8,518
  120,171
TOTAL UTILITIES   174,476
TOTAL COMMON STOCKS
(Cost $2,687,564)   2,824,334
PREFERRED STOCKS - 0.8%
CONVERTIBLE PREFERRED STOCKS - 0.7%
BASIC INDUSTRIES - 0.3%
IRON & STEEL - 0.3%
AK Steel Holding Corp. $.5375  275,000  8,009
HEALTH - 0.4%
MEDICAL EQUIPMENT & SUPPLIES - 0.4%
U.S. Surgical Corp. $2.20 (b)  442,800  11,513
TOTAL CONVERTIBLE PREFERRED STOCKS   19,522
PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONCONVERTIBLE PREFERRED STOCKS - 0.1%
DURABLES - 0.0%
AUTOS, TIRES, & ACCESSORIES - 0.0%
Porsche AG Ord.  850 $ 362
Porsche AG (RFD)  1,925  816
TOTAL DURABLES   1,178
RETAIL & WHOLESALE - 0.1%
RETAIL & WHOLESALE, MISCELLANEOUS - 0.1%
Hornbach AG  3,700  3,348
TECHNOLOGY - 0.0%
COMPUTER SERVICES & SOFTWARE - 0.0%
Sap AG  2,100  1,125
TOTAL NONCONVERTIBLE PREFERRED STOCKS   5,651
TOTAL PREFERRED STOCKS
(Cost $22,882)   25,173
CONVERTIBLE BONDS - 0.1%
 MOODY'S RATINGS PRINCIPAL 
 (UNAUDITED) AMOUNT (000S) 
CONSTRUCTION & REAL ESTATE - 0.1%
BUILDING MATERIALS - 0.1%
Cemex SA 4 1/4%, 11/1/97 (b) 
 (Cost $1,900)  Ba3 $ 1,900  1,966
REPURCHASE AGREEMENTS - 3.7%
 MATURITY VALUE (NOTE 1)
 AMOUNT (000S)
 (000S)
Investments in repurchase agreements 
(U.S. Treasury obligations), in a 
joint trading account at 5.71% 
dated 11/30/94 due 12/1/94   $ 110,528 $ 110,510
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,822,856)  $ 2,961,983
LEGEND
1. Non-income producing
2. 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
$24,179,000 or 0.8% of net assets.
3. Affiliated company (see Note 5 of Notes to Financial Statements).
INCOME TAX INFORMATION 
At November 30, 1994, the aggregate cost of investment securities for
income tax purposes was $2,849,178,000. Net unrealized appreciation
aggregated $112,805,000, of which $254,150,000 related to appreciated
investment securities and $141,345,000 related to depreciated investment
securities. 
The fund hereby designates $21,618,000 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, 1994                             
 
ASSETS                                                                                        
 
Investment in securities, at value (including repurchase                        $ 2,961,983   
agreements of $110,510) (cost $2,822,856) - See                                               
accompanying schedule                                                                         
 
Receivable for investments sold                                                  111,089      
 
Receivable for fund shares sold                                                  13,519       
 
Dividends receivable                                                             4,151        
 
Interest receivable                                                              12           
 
Other receivables                                                                436          
 
 TOTAL ASSETS                                                                    3,091,190    
 
LIABILITIES                                                                                   
 
Payable for investments purchased                                    $ 86,563                 
 
Payable for fund shares redeemed                                      22,329                  
 
Accrued management fee                                                1,833                   
 
Other payables and accrued expenses                                   1,148                   
 
 TOTAL LIABILITIES                                                               111,873      
 
NET ASSETS                                                                      $ 2,979,317   
 
Net Assets consist of:                                                                        
 
Paid in capital                                                                 $ 2,782,257   
 
Undistributed net investment income                                              17,316       
 
Accumulated undistributed net realized gain (loss) on                            40,617       
investments and foreign currency transactions                                                 
 
Net unrealized appreciation (depreciation) on                                    139,127      
investments and assets and liabilities in foreign                                             
currencies                                                                                    
 
NET ASSETS, for 105,446 shares outstanding                                      $ 2,979,317   
 
NET ASSET VALUE and redemption price per share                                   $28.25       
($2,979,317 (divided by) 105,446 shares)                                                      
 
Maximum offering price per share (100/97.00 of $28.25)                           $29.12       
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                          <C>        <C>         
AMOUNTS IN THOUSANDS  YEAR ENDED NOVEMBER 30, 1994                                  
 
INVESTMENT INCOME                                                       $ 31,098    
Dividends                                                                           
 
Interest                                                                 15,263     
 
 TOTAL INCOME                                                            46,361     
 
EXPENSES                                                                            
 
Management fee                                               $ 17,094               
Basic fee                                                                           
 
 Performance adjustment                                       3,049                 
 
Transfer agent fees                                           7,170                 
 
Accounting fees and expenses                                  758                   
 
Non-interested trustees' compensation                         16                    
 
Custodian fees and expenses                                   353                   
 
Registration fees                                             349                   
 
Audit                                                         100                   
 
Legal                                                         24                    
 
Interest                                                      2                     
 
Reports to shareholders                                       292                   
 
Miscellaneous                                                 25                    
 
 Total expenses before reductions                             29,232                
 
 Expense reductions                                           (408)      28,824     
 
NET INVESTMENT INCOME                                                    17,537     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                 
Net realized gain (loss) on:                                                        
 
 Investment securities (including realized gain (loss) of     55,560                
$1,223 on sales of investments in affiliated issues)                                
 
 Foreign currency transactions                                (130)      55,430     
 
Change in net unrealized appreciation (depreciation) on                  (47,724)   
investment securities                                                               
 
NET GAIN (LOSS)                                                          7,706      
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                         $ 25,243    
FROM OPERATIONS                                                                     
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>            <C>            
AMOUNTS IN THOUSANDS                                      YEAR ENDED     YEAR ENDED     
                                                          NOVEMBER 30,   NOVEMBER 30,   
                                                          1994           1993           
 
INCREASE (DECREASE) IN NET ASSETS                                                       
 
Operations                                                $ 17,537       $ 9,111        
Net investment income                                                                   
 
 Net realized gain (loss)                                  55,430         282,249       
 
 Change in net unrealized appreciation (depreciation)      (47,724)       (9,035)       
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           25,243         282,325       
FROM OPERATIONS                                                                         
 
Distributions to shareholders                              (5,510)        (4,372)       
From net investment income                                                              
 
 From net realized gain                                    (236,445)      (75,586)      
 
 TOTAL DISTRIBUTIONS                                       (241,955)      (79,958)      
 
Share transactions                                         1,618,220      1,746,684     
Net proceeds from sales of shares                                                       
 
 Reinvestment of distributions                             238,806        78,432        
 
 Cost of shares redeemed                                   (1,084,391)    (1,356,342)   
 
 Net increase (decrease) in net assets resulting from      772,635        468,774       
share transactions                                                                      
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  555,923        671,141       
 
NET ASSETS                                                                              
 
 Beginning of period                                       2,423,394      1,752,253     
 
 End of period (including undistributed net investment    $ 2,979,317    $ 2,423,394    
income of $17,316 and $23,329, respectively)                                            
 
OTHER INFORMATION                                                                       
Shares                                                                                  
 
 Sold                                                      55,243         59,883        
 
 Issued in reinvestment of distributions                   8,371          2,871         
 
 Redeemed                                                  (36,571)       (46,641)      
 
 Net increase (decrease)                                   27,043         16,113        
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                               <C>                        <C>       <C>       <C>       <C>       
                                  YEARS ENDED NOVEMBER 30,                                           
 
                                  1994                       1993      1992 B    1991      1990      
 
SELECTED PER-SHARE DATA                                                                              
 
Net asset value, beginning of     $ 30.91                    $ 28.13   $ 25.62   $ 18.64   $ 20.51   
period                                                                                               
 
Income from Investment                                                                               
Operations                                                                                           
 
 Net investment income             .12                        .07       .13 C     .19       .29      
 
 Net realized and unrealized       .28                        3.99      4.52      6.79      (.32)    
 gain (loss)                                                                                         
 
 Total from investment             .40                        4.06      4.65      6.98      (.03)    
 operations                                                                                          
 
Less Distributions                 (.07)                      (.07)     (.10)     -         (.14)    
From net investment income                                                                           
 
 From net realized gain            (2.99)                     (1.21)    (2.04)    -         (1.70)   
 
 Total distributions               (3.06)                     (1.28)    (2.14)    -         (1.84)   
 
Net asset value, end of period    $ 28.25                    $ 30.91   $ 28.13   $ 25.62   $ 18.64   
 
TOTAL RETURN A                     1.23%                      15.04%    19.25%    37.45%    .20%     
 
RATIOS AND SUPPLEMENTAL                                                                              
DATA                                                                                                 
 
Net assets, end of period         $ 2,979                    $ 2,423   $ 1,752   $ 1,133   $ 535     
(in millions)                                                                                        
 
Ratio of expenses to average       1.05%                      1.07%     1.09%     1.07%     1.14%    
net assets                                                                                           
 
Ratio of expenses to average       1.06%                      1.08%     1.09%     1.07%     1.14%    
net assets before expense                                                                            
reductions                                                                                           
 
Ratio of net investment income     .64%                       .43%      .52%      .75%      1.51%    
to average net assets                                                                                
 
Portfolio turnover rate            135%                       159%      250%      174%      189%     
 
</TABLE>
 
A 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.
B AS OF DECEMBER 1, 1991 THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1994
 
 
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 of their purchase date are
valued at amortized cost or original cost plus accrued interest, both of
which approximate current value.
FOREIGN CURRENCY TRANSLATION. 
The accounting records of the fund are maintained in U.S. dollars.
Investment securities and other assets and liabilities denominated in a
foreign currency are translated into U.S. dollars at the prevailing rates
of exchange at period end. Purchases and sales of securities, income
receipts, and expense payments are translated into U.S. dollars at the
prevailing exchange rate on the respective dates of the transactions.
Effective December 1, 1993, the fund adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts, disposition
of foreign currencies, currency gains and losses realized between the trade
and settlement dates on securities transactions, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. Further as permitted under the SOP, the effects of
changes in foreign currency exchange rates on investments in securities are
not segregated in the Statement of Operations from the effects of changes
in market prices of those securities, but are included with the net
realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes 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 
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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 withheld
where recovery of such taxes is uncertain.
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.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency transactions and losses deferred due to wash sales. The
fund also utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for income
tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect net investment income per share. Accumulated undistributed net
investment income may include temporary book and tax basis differences
which will reverse in a subsequent period. Any taxable income or gain
remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
CHANGE IN ACCOUNTING FOR 
DISTRIBUTIONS TO SHAREHOLDERS. Effective December 1, 1993, the fund adopted
Statement of Position 93-2: Determination, Disclosure, and Financial
Statement Presentation of Income, Capital Gain, and Return of Capital
Distributions by Investment Companies. As a result, the fund changed the
classification of distributions to shareholders to better disclose the
differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, amounts
as of the beginning of the fiscal year have been reclassified to reflect an
increase in paid in capital of $150,882,000, a decrease in undistributed
net investment income of $14,229,000 and a decrease in accumulated net
realized gain on investments of $136,653,000.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. 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.
2. OPERATING POLICIES - 
CONTINUED
FORWARD FOREIGN CURRENCY CONTRACTS - CONTINUED
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) 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
affiliated entities of FMR, may transfer uninvested cash balances into one
or more joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and 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 $3,951,201,000 and $3,259,243,000.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2850% to .5200% for the period December 1, 1993 to July
31, 1994 and .2700% to .5200% for the period August 1, 1994 to November 30,
1994. In the event that these rates were lower than the contractual rates
in effect during those periods, FMR voluntarily implemented the above
rates, as they resulted in the same or a lower management fee. 
The annual individual fund fee rate is .30%. The basic fee is subject to a
performance adjustment (up to a maximum of (plus/minus) .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 .73% of average net assets after the performance
adjustment.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $1,087,000 on sales of shares of the fund. 
Effective January 1, 1995 FDC voluntarily waived the sales charge (3% of
the offering price) on the sales of shares through December 31, 1996.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES. 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 FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $1,648,000 for the period.
5. 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
AMOUNTS IN THOUSANDS
 PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Back Bay Restaurant Group, Inc. (a)  $ - $ 116 $ - $ -
Nokia Corp. sponsored ADR (a)   13,634  3,066  -  30,787  
(a) non-income producing  $ 13,634 $ 3,182 $ - $ 30,787
6. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements 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 balances during the periods for
which loans were outstanding amounted to $18,274,000. The weighted average
interest rate was 3.88%.
7. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$408,000 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, 1994, 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, 1994 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, 1994, 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.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 5, 1995
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Growth Company Fund voted to pay on
December 19, 1994, to shareholders of record at the opening of business on
December 16, 1994, a distribution of $.81 derived from capital gains
realized from sales of portfolio securities and a dividend of $.22 from net
investment income.
11% of the dividends distributed during the fiscal year qualifies for the
dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January 1995 of the applicable
percentage for use in preparing 1994 income tax returns.
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 East 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
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
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
8885 Ladue Road
Ladue, 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
4611 Sharon Road
Charlotte, 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
215 South State Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, 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
 
 
If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
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 02210-0193
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, 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*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
* INDEPENDENT TRUSTEES
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Brown Brothers Harriman & Co.
Boston, MA
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(registered trademark)
 
(2_FIDELITY_LOGOS)FIDELITY
 
EMERGING GROWTH
FUND
ANNUAL REPORT
NOVEMBER 30, 1994
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on investing                 
                              strategies.                              
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy and outlook.       
 
INVESTMENT CHANGES       9    A summary of major shifts in the         
                              fund's investments over the past six     
                              months.                                  
 
INVESTMENTS              10   A complete list of the fund's            
                              investments with their market            
                              values.                                  
 
FINANCIAL STATEMENTS     20   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES                    24   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    28   The auditors' 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. MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED BY, ANY 
DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE FEDERAL
RESERVE BOARD OR 
ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF 
PRINCIPAL. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A
BANK. FOR MORE 
INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES, CALL
1-800-544-8888 FOR 
A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
The unsettling period that began for investors when the Federal Reserve
Board raised short-term interest rates in February has continued into the
fourth quarter of 1994. The Board raised the federal funds rate - the rate
banks charge each other for overnight loans - five times from February
through August, taking it from 3.00% to 4.75%. A sixth increase in November
lifted the rate to 5.50%. The Fed rate hikes were intended to forestall
inflation that could result from an improving U.S. economy, and they led to
below-average returns for many stocks and negative returns for many bond
investments.
The volatility we have witnessed this year follows a period in which there
was a nearly perfect investing environment. Although there was a
late-summer rally in stocks and, to a lesser extent in bond markets, it is
impossible to predict where interest rates might go or what might happen in
the markets in the months ahead. That's why it probably is a good time to
again review your investment portfolio and how well it matches your goals.
If you can leave your money invested over the long term, you can avoid much
of the volatility that generally accompanies the stock market in the short
term, as we have been witnessing this year. You also can help to manage
risk through diversification of investments. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different stock funds or
in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. As with any mutual fund, of course, there is no assurance that
a money market fund will achieve its goal, and it is important to remember
that money market funds are not insured by any agency of the U.S.
government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically, as we have discussed here. A periodic investment
plan will not, of course, assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage 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, 1994              PAST 1   LIFE OF   
                                             YEAR     FUND      
 
Emerging Growth                              1.27%    112.18%   
 
Emerging Growth (including 3% sales          -1.76%   105.81%   
charge)                                                         
 
Russell 2000(registered trademark)           -1.11%   98.87%    
 
Average Small Company Growth Fund            1.30%    n/a       
 
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. For example, if you invested $1,000 in a fund that had a
5% return over the past year, you would end up with $1,050. Total return
figures do not include the effect of the 0.75% redemption fee on shares
held less than 90 days. You can compare the fund's returns 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 currently reflects the performance of 207 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, 1994              PAST 1   LIFE OF   
                                             YEAR     FUND      
 
Emerging Growth                              1.27%    21.10%    
 
Emerging Growth (including 3% sales          -1.76%   20.17%    
charge)                                                         
 
Russell 2000(registered trademark)           -1.11%   19.12%    
 
Average Small Company Growth Fund            1.30%    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.
 
$10,000 OVER LIFE OF FUND
              Fidelity Emerging GRussell 2000 Index
     12/28/90            9700.00          10000.00
     12/31/90            9758.20          10118.31
     01/31/91           11203.50          11033.34
     02/28/91           11804.90          12263.72
     03/31/91           12648.80          13126.95
     04/30/91           12580.90          13093.92
     05/31/91           13434.50          13718.05
     06/30/91           12493.60          12918.61
     07/31/91           13754.60          13371.94
     08/31/91           14647.00          13866.90
     09/30/91           14753.70          13975.48
     10/31/91           14967.10          14345.11
     11/30/91           14365.70          13681.63
     12/31/91           16305.88          14777.18
     01/31/92           16354.92          15974.53
     02/29/92           16104.39          16440.53
     03/31/92           15072.19          15884.04
     04/30/92           14621.22          15327.56
     05/31/92           14801.61          15531.38
     06/30/92           14060.02          14796.86
     07/31/92           14741.48          15311.50
     08/31/92           14280.50          14879.43
     09/30/92           14731.46          15222.82
     10/31/92           15753.64          15706.69
     11/30/92           16956.21          16908.56
     12/31/92           17668.44          17497.62
     01/31/93           18231.12          18089.85
     02/28/93           17527.14          17672.04
     03/31/93           18034.42          18245.49
     04/30/93           17899.84          17744.65
     05/31/93           19463.09          18529.84
     06/30/93           19659.80          18645.43
     07/31/93           19587.33          18902.86
     08/31/93           20343.08          19719.50
     09/30/93           20664.01          20275.98
     10/31/93           21160.94          20797.86
     11/30/93           20322.37          20113.33
     12/31/93           21180.19          20801.02
     01/31/94           21797.79          21453.20
     02/28/94           21673.66          21375.61
     03/31/94           20519.22          20247.03
     04/30/94           20606.11          20367.37
     05/31/94           19811.66          20138.67
     06/30/94           18421.37          19454.83
     07/31/94           19116.51          19774.47
     08/31/94           20519.22          20876.35
     09/30/94           20419.91          20806.45
     10/31/94           21400.56          20724.34
     11/30/94           20581.28          19849.11
 
$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, 1994, the value of your investment would
have grown to $20,581 - a 105.81% 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
$19,887 - a 98.87% 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
Rising interest rates contributed 
to below-average returns in the 
U.S. stock market during the 12 
months ended November 30, 
1994. The Standard & Poor's 500 
stock index finished the 12-month 
period with a total return of 1.05% 
- - below its historical annual 
average return of more than 10%. 
After two months of steady gains, 
stocks stumbled from February 
through June 1994. During that 
time, the Federal Reserve Board 
raised short-term interest rates 
four times in an effort to curb 
possible future inflation triggered 
by a strengthening economy. 
Higher rates hurt stocks because 
they raise the cost of borrowing 
for companies and consumers, 
often dampening future corporate 
profits. In addition, higher rates 
often make bonds and other 
fixed-income investments more 
attractive relative to stocks. 
Despite a fifth Fed rate hike in 
August, the market rallied from 
July through October, fueled by 
strengthening corporate earnings 
and a flurry of merger and 
acquisition activity. Interest rate 
concerns resurfaced in 
November, when the Fed raised 
rates again. Although returns in 
overseas markets were mixed, 
foreign stocks generally fared 
better than those in the U.S. The 
Morgan Stanley EAFE (Europe, 
Australia, Far East) index 
returned 14.84% for the 12 
months ended November 30, 
while the Morgan Stanley 
Emerging Markets Free index 
was up 17.44% during the same 
period. 
An interview with Lawrence 
Greenberg, Portfolio Manager of Fidelity Emerging Growth Fund
Q. LARRY, HOW HAS THE FUND 
PERFORMED?
A. For the year ending November 30, 1994, the fund's return was almost
identical to its peer group average. The fund returned 1.27% while the
average small company growth fund returned 1.30% for the same time period,
according to Lipper Analytical Services.
Q. WHAT FACTORS CONTRIBUTED TO 
PERFORMANCE?
A. There's no question that the fund had a tough year. Growth stocks tend
to be hardest hit during periods of market correction because of their
higher-than-average valuations - prices relative to earnings. During most
of the year, cyclicals - those stocks that tend to rise and fall with the
economy - performed much better than the growth stocks that make up this
fund. When the markets stabilized in the second half of the year, the fund
started to perform better. While performance was by no means stellar, the
fund held its own in a very volatile market environment.
Q. HOW DID RISING INTEREST RATES AND A VOLATILE STOCK MARKET INFLUENCE YOUR
INVESTMENT STRATEGY?
A. Rising interest rates impact smaller and emerging growth stocks more
than other stocks. While sell-offs in the market tend to impact this fund
more than less aggressive funds, it also gives me the opportunity to buy
more of the best performing companies at more attractive valuations.
Ideally, when the market rebounds, the fund should be well-positioned to
bounce back strongly.
Q. WHY DO YOU CONTINUE TO KEEP NEARLY HALF THE FUND'S INVESTMENTS IN
TECHNOLOGY? 
A. As opposed to the 1980s, when we were in a consumer-driven economy, the
1990s are being driven by capital investment and productivity enhancement,
both of which play directly into the hands of technology. Despite a recent
slowdown in the U.S. economy, the outlook for spending in technology both
here and abroad remains strong. We're seeing strength in virtually every
area of technology, from PCs and semiconductors to computer networking.
Oracle, the fund's largest investment on November 30, continues to benefit
from the growing acceptance of client-server computing  - PCs linked by
networks - over the mainframe systems of the past. I've recently reduced my
position in Compaq by about half and decided to take some profits. I still
think Compaq is the top manufacturer of personal computers, but as its
stock climbs, I don't need to own quite so much of it. 
Q. WHAT OTHER INDUSTRIES DO YOU 
LIKE NOW?
A. Well, I look for companies that are growing the absolute fastest, with
the best chance for positive earnings surprises. The cellular telephone
industry, which falls under the utilities sector on the fund's list of
holdings, is exhibiting tremendous momentum. Airtouch and Vanguard Cellular
are two new additions to the fund's top 10 investments. I also own two
classes of Nokia stock, a Finnish cellular equipment provider, which, if
added together, would also be in the fund's top 10. The number of cellular
subscribers is growing about 50% a year, and this trend is showing no signs
of slowing down. I continue to believe that cellular is one of the true
emerging growth industries of the 1990s. These companies made up more than
7% of the fund's investments on November 30.
Q. WHAT INVESTMENTS HAVEN'T WORKED OUT AS WELL AS YOU'D HOPED IN THE PAST
12 MONTHS?
A. When the information superhighway turned into the information super
``hype'' way, stocks such as DSC Communications didn't do well. Though the
business prospects of the company didn't change all that much, the
perception of it did. I would have liked to have been more astute about
these changes in perception and done a better job trading the stock.
Newbridge Networks and Cisco Systems are two other examples of stocks that
didn't work out as well as I would have liked. Both had been big winners
over the past few years and as their growth rates showed signs of slowing,
the stocks corrected. However, earnings prospects for both companies remain
good, and both stocks have begun to recover from their lows.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. While the direction of the market is always hard to predict, I believe
that the outperformance of cyclical stocks over growth stocks is behind us.
When the market stabilizes, the fund should be in a better position to
outperform the market. 
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, 
1994, more than $611 million
MANAGER: Lawrence 
Greenberg, since October 
1993; manager, VIP: Growth 
Port- folio, since April 1991; 
Fidelity Select Environmental 
Services Portfolio, October 
1986 - April 1991; Fidelity 
Select Medical Delivery 
Portfolio, July 1989 - April 
1991; joined Fidelity in 1986
(checkmark)
   
LARRY GREENBERG ON HIS 
INVESTMENT STRATEGY:
"This fund tends to turn in its 
strongest performance when 
the overall market is strong 
and interest rates are 
stable-to-down. We didn't see 
that this year; rising interest 
rates and a volatile stock 
market made it a very 
challenging time for emerging 
growth stocks. In a tough 
environment such as we've 
seen recently, I try to own the 
stocks of companies that 
grow earnings the fastest. If I 
do that, the fund has the 
potential to do well regardless 
of what the overall economy 
does."
(solid bullet)  Retail and wholesale stocks 
increased from 9.0% of the 
fund's investments over the 
past six months to 13.8%.
(solid bullet)  From May 31 to November 
30, healthcare stocks climbed 
from 5.3% to 8.9% of the 
fund.
(solid bullet)  The fund is authorized to 
invest in derivative 
instruments such 
as futures, options and 
foreign currency forwards. 
During the period, the fund 
hedged a portion of its foreign 
currency exposure with a 
small amount of foreign 
currency forwards.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF NOVEMBER 30, 1994
                                                       % OF FUND'S       
                                         % OF FUND'S   INVESTMENTS       
                                         INVESTMENTS   IN THESE STOCKS   
                                                       6 MONTHS AGO      
 
Oracle Systems Corp.                     4.6           3.8               
 
DSC Communications Corp.                 3.9           3.2               
 
Lowe's Companies, Inc.                   2.8           1.7               
 
Motorola, Inc.                           2.6           1.8               
 
Vanguard Cellular Systems, Inc. Class    2.3           1.4               
A                                                                        
 
Airtouch Communications                  2.2           1.5               
 
Compaq Computer Corp.                    2.2           4.8               
 
Cabletron Systems, Inc.                  2.0           3.0               
 
Newbridge Networks Corp.                 2.0           2.3               
 
Home Depot, Inc. (The)                   2.0           1.1               
 
TOP FIVE INDUSTRIES AS OF NOVEMBER 30, 1994
                                   % OF FUND'S           
                     % OF FUND'S   INVESTMENTS           
                     INVESTMENTS   IN THESE INDUSTRIES   
                                   6 MONTHS AGO          
 
Technology           49.5          49.4                  
 
Retail & Wholesale   13.8          9.0                   
 
Utilities            9.0           8.9                   
 
Health               8.9           5.3                   
 
Media & Leisure      6.9           5.2                   
 
ASSET ALLOCATION
AS OF NOVEMBER 30, 1994 AS OF MAY 31, 1994 
Row: 1, Col: 1, Value: 2.7
Row: 1, Col: 2, Value: 47.3
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 1, Value: 7.9
Row: 1, Col: 2, Value: 42.1
Row: 1, Col: 3, Value: 50.0
Stocks 97.3%
Short-term
investments 2.7%
Stocks 92.1%
Short-term
investments 7.9%
INVESTMENTS NOVEMBER 30, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 97.3%
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - 0.7%
CHEMICALS & PLASTICS - 0.5%
Airgas, Inc. (a)  120,000 $ 3,000,000
METALS & MINING - 0.2%
IMCO Recycling, Inc. (a)  65,000  918,125
TOTAL BASIC INDUSTRIES   3,918,125
CONSTRUCTION & REAL ESTATE - 0.9%
CONSTRUCTION - 0.4%
Oakwood Homes Corp.   111,800  2,347,800
ENGINEERING - 0.5%
DSP Group, Inc. (a)  20,000  450,000
Glenayre Technologies, Inc. (a)  50,000  2,700,000
  3,150,000
TOTAL CONSTRUCTION & REAL ESTATE   5,497,800
DURABLES - 2.0%
AUTOS, TIRES, & ACCESSORIES - 1.0%
Autozone, Inc. (a)  125,500  3,215,938
Breed Technologies, Inc.   70,000  2,100,000
Copart, Inc. (a)  30,000  513,750
  5,829,688
CONSUMER ELECTRONICS - 0.6%
Fossil, Inc. (a)  35,000  896,875
Harman International Industries, Inc.   85,400  2,946,300
  3,843,175
TEXTILES & APPAREL - 0.4%
Tommy Hilfiger (a)  50,300  2,156,613
TOTAL DURABLES   11,829,476
ENERGY - 0.2%
INDEPENDENT POWER - 0.2%
Thermo Electron Corp. (a)  30,000  1,320,000
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - 0.1%
INSURANCE - 0.1%
GMIS, Inc. (a)  24,500 $ 467,031
HEALTH - 8.9%
DRUGS & PHARMACEUTICALS - 2.8%
Amgen, Inc. (a)  45,000  2,626,875
Biogen, Inc. (a)  20,000  775,000
Cellpro, Inc. (a)  25,000  462,500
Cephalon, Inc. (a)  12,800  108,800
COR Therapeutics, Inc. (a)  40,000  535,000
Dura Pharmaceuticals, Inc. (a)  86,900  1,129,700
Elan Corp. PLC:
 ADR (a)  50,000  1,762,500
 therapeutic systems unit (1 common & 1 ADR warrant) (a)  20,237  521,103
Insite Vision, Inc. (a)  50,000  262,500
North American Biologicals, Inc. (a)  76,000  541,500
Pfizer, Inc.   95,000  7,350,625
  16,076,103
MEDICAL EQUIPMENT & SUPPLIES - 1.9%
Boston Scientific Corp. (a)  75,000  1,200,000
Cardinal Health, Inc.   60,000  2,730,000
Medtronic, Inc.   20,000  1,060,000
Nellcor, Inc. (a)  21,900  741,863
Respironics, Inc. (a)  20,700  476,100
St. Jude Medical, Inc.   78,600  3,134,175
Thermedics, Inc. (a)  75,000  975,000
Thermo Cardiosystems, Inc. (a)  60,900  943,950
  11,261,088
MEDICAL FACILITIES MANAGEMENT - 4.2%
Columbia/HCA Healthcare Corp.   55,000  2,083,125
Health Management, Inc. (a)  37,700  631,475
Integrated Health Services, Inc. (a)  75,000  2,850,000
Lincare Holdings, Inc. (a)  200,000  5,450,000
Living Centers of America, Inc.   21,800  703,050
Rotech Medical Corp.   15,000  431,250
Sierra Health Services, Inc. (a)  50,000  1,537,500
United HealthCare Corp.   114,300  5,429,250
U.S. Healthcare, Inc.   75,000  3,356,250
Vencor, Inc. (a)  22,500  610,313
Vivra, Inc. (a)  55,000  1,574,375
  24,656,588
TOTAL HEALTH   51,993,779
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 3.2%
ELECTRICAL EQUIPMENT - 2.5%
Adflex Solutions (a)  36,700 $ 555,088
American Power Conversion Corp. (a)  100,000  1,612,500
Avid Technology, Inc. (a)  25,000  1,031,250
California Microwave Corp. (a)  15,200  480,700
Catalina Lighting, Inc. (a)  95,600  728,950
IEC Electronics Corp. (a)  90,000  1,023,750
Oak Industries, Inc. (a)  50,000  1,393,750
Scientific-Atlanta, Inc.   214,100  4,228,475
Sensormatic Electronics Corp.   50,000  1,612,500
Spectrain Corp. (a)  40,400  1,010,000
United Communications Industries:
 (For. Reg.)  12,000  341,017
 (Loc. Reg.)  23,100  645,393
  14,663,373
INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%
AGCO Corp.   65,000  2,965,625
Perspective Technologies Corp. unit 
(1 Common & 1 warrant) (a)  23,000  207,000
Ultratech Stepper, Inc.   3,500  135,041
Veeco Instruments, Inc.  10,000  110,000
  3,417,666
POLLUTION CONTROL - 0.1%
TETRA Technologies, Inc. (a)  51,100  491,838
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   18,572,877
MEDIA & LEISURE - 6.9%
BROADCASTING - 1.6%
ACS Enterprises, Inc. (a)  25,000  187,500
Clear Channel Communications, Inc. (a)  30,100  1,377,075
Infinity Broadcasting Corp. (a)  84,710  2,541,300
People's Choice TV Corp. (a)  20,000  390,000
Viacom, Inc.:
 (non-vtg.) (a)  125,099  4,816,312
 (rights) (a)  65,000  97,500
  9,409,687
ENTERTAINMENT - 0.4%
Players International, Inc. (a)  55,000  1,113,750
Scientific Games Holdings Corp. (a)  26,700  1,141,425
  2,255,175
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
LEISURE DURABLES & TOYS - 0.5%
Champion Enterprises, Inc. (a)  19,900 $ 564,663
Coastcast Corp. (a)  31,000  503,750
Cobra Golf, Inc. (a)  50,000  1,800,000
  2,868,413
LODGING & GAMING - 1.2%
Hospitality Franchise Systems, Inc.   200,000  4,900,000
National Gaming Corp.   20,000  335,000
Sholodge, Inc. (a)  67,066  1,542,518
  6,777,518
RESTAURANTS - 3.2%
Apple South, Inc.   135,800  1,731,450
Applebee's International, Inc.   60,000  900,000
Brinker International, Inc. (a)  29,700  504,900
Bugaboo Creek Steak House, Inc. (a)  44,500  456,125
DF&R Restaurants, Inc. (a)  14,000  197,750
Daka International, Inc. (a)  80,000  1,165,000
Landry's Seafood Restaurants, Inc. (a)  75,000  2,043,750
Lone Star Steakhouse Saloon (a)  171,100  3,764,200
Outback Steakhouse, Inc. (a)  55,000  1,416,250
Papa John's International, Inc. (a)  56,700  1,630,125
Starbucks Corp. (a)  125,000  3,351,563
Uno Restaurant Corp. (a)  130,000  1,641,250
  18,802,363
TOTAL MEDIA & LEISURE   40,113,156
NONDURABLES - 0.3%
HOUSEHOLD PRODUCTS - 0.3%
American Safety Razor Co. (a)  60,000  810,000
Safeskin Corp. (a)  55,900  901,388
  1,711,388
RETAIL & WHOLESALE - 13.8%
APPAREL STORES - 1.0%
Gymboree Corp. (a)  22,700  692,350
Just For Feet, Inc.   127,500  2,953,750
One Price Clothing Stores, Inc. (a)  86,600  768,575
Today's Man, Inc. (a)  40,000  630,000
Urban Outfitters, Inc. (a)  26,900  807,000
  5,851,675
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
APPLIANCE STORES - 0.2%
Cellstar Corp. (a)  70,000 $ 1,295,000
DRUG STORES - 0.1%
General Nutrition Companies, Inc. (a)  27,100  792,675
GENERAL MERCHANDISE STORES - 0.7%
Dollar General Corp.   30,000  885,000
Michaels Stores, Inc. (a)  85,800  3,399,825
  4,284,825
RETAIL & WHOLESALE, MISC - 11.8%
Barnes & Noble, Inc. (a)  65,000  1,779,375
Bed Bath & Beyond, Inc. (a)   80,000  2,320,000
Best Buy Co., Inc. (a)  20,000  882,500
Books-A-Million, Inc. (a)  125,000  2,125,000
Brookstone, Inc. (a)  50,000  712,500
Campo Electronics Appliances and Computers, Inc. (a)  89,100  1,136,025
Circuit City Stores, Inc.   75,350  1,855,494
Futures Shops Ltd. (a)  75,700  1,182,856
Gateway 2000, Inc. (a)  40,000  875,000
Home Depot, Inc. (The)  250,000  11,562,500
Lowe's Companies, Inc.   430,000  16,071,250
Micro Warehouse, Inc. (a)  63,200  2,057,950
Office Depot, Inc. (a)  250,275  5,944,031
Officemax, Inc. (a)  145,600  3,585,400
Petsmart, Inc. (a)  82,700  2,460,325
Rex Stores Corp. (a)  40,000  675,000
Sport Supply Group, Inc.   124,800  1,294,800
Staples, Inc. (a)  172,500  3,751,875
Sunglass Hut International, Inc. (a)  298,600  6,457,225
Viking Office Products, Inc. (a)  40,000  1,150,000
Williams-Sonoma, Inc. (a)  25,000  757,800
  68,636,906
TOTAL RETAIL & WHOLESALE   80,861,081
SERVICES - 1.5%
LEASING & RENTAL - 0.5%
Hollywood Entertainment Corp. (a)  85,800  2,852,850
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
SERVICES - CONTINUED
PRINTING - 0.1%
Cyrk, Inc. (a)  21,900 $ 810,300
SERVICES - 0.9%
Day Runner, Inc. (a)  70,000  997,500
Medaphis Corp. (a)  65,300  2,563,025
Norrell Corp.   30,000  592,500
On Assignment, Inc. (a)  19,900  298,500
Zebra Technologies Corp. Class A (a)  25,000  937,500
  5,389,025
TOTAL SERVICES   9,052,175
TECHNOLOGY - 49.5%
COMMUNICATIONS EQUIPMENT - 14.4%
Brite Voice Systems, Inc. (a)  18,000  335,250
Cabletron Systems, Inc. (a)  250,000  11,875,000
Cisco Systems, Inc. (a)  165,000  5,321,250
DSC Communications Corp. (a)  725,000  22,656,250
Dialogic Corp. (a)  46,100  818,275
Ericsson (L.M.) Telefon AB Class B ADR  30,000  1,665,000
General Instrument Corp. (a)  160,000  4,800,000
Global Village Communication (a)  151,600  1,231,750
ITI Technologies  30,000  513,750
Inter-Tel, Inc.   166,100  1,162,700
Microtest, Inc. (a)  40,000  730,000
Newbridge Networks Corp. (a)  350,000  11,768,750
Nokia Corp. AB   52,100  7,115,732
Nokia Corp. AB sponsored ADR (a)  80,000  5,590,000
Norstan, Inc. (a)  30,000  577,500
Summa Four, Inc. (a)  31,700  744,950
3Com Corp. (a)  172,400  7,499,400
  84,405,557
COMPUTER SERVICES & SOFTWARE - 14.6%
Alantec Corp. (a)  50,000  1,050,000
Alias Research, Inc.   23,300  544,638
America Online, Inc. (a)  36,000  1,503,000
American Business Information, Inc. (a)  40,000  690,000
Ascend Communications, Inc. (a)  15,000  480,000
Banyan Systems, Inc. (a)  30,000  585,000
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
CUC International, Inc. (a)  135,000 $ 4,151,250
Cambridge Technology Partners Mass., Inc. (a)  60,000  1,027,500
Chipcom Corp. (a)  67,500  2,784,375
CompUSA, Inc. (a)  60,000  825,000
Computer Associates International, Inc.   35,000  1,592,500
Compuware Corp. (a)  32,500  1,202,500
Digidesign, Inc. (a)  30,000  900,000
IMRS, Inc. (a)  20,000  665,000
Informix Corp. (a)  200,000  5,750,000
Integrated Silicon Systems, Inc. (a)  35,000  866,250
Intersolv, Inc. (a)  50,000  837,500
Lotus Development Corp. (a)  18,800  841,300
Macromedia, Inc. (a)  25,000  506,250
Mercury Interactive Group Corp. (a)  53,900  633,325
Microsoft Corp. (a)  65,000  4,086,875
Network Peripherals, Inc. (a)  50,000  1,275,000
Novell, Inc. (a)  55,000  1,093,125
Optical Data Systems, Inc. (a)  13,500  335,813
Oracle Systems Corp. (a)  650,000  26,812,500
Parametric Technology Corp. (a)  75,000  2,606,250
Peoplesoft, Inc. (a)  76,700  4,832,100
Platinum Technology, Inc. (a)  42,500  828,750
Powersoft Corp. (a)  55,000  4,145,625
Softdesk, Inc. (a)  51,200  1,190,400
Softkey International, Inc. (a)  60,300  1,213,538
Sonic Solutions (a)  40,000  630,000
State of The Art, Inc. (a)  300,000  2,062,500
Stratacom, Inc. (a)  72,000  4,050,000
Sybase, Inc. (a)  52,300  2,536,550
  85,134,414
COMPUTERS & OFFICE EQUIPMENT - 8.7%
ADAPTEC, Inc. (a)  90,000  1,980,000
Apple Computer, Inc.   20,000  745,000
Bay Networks, Inc. (a)  125,000  3,218,750
Compaq Computer Corp. (a)  325,000  12,715,625
Danka Business Systems PLC sponsored ADR  85,000  1,710,625
Dell Computer Corp. (a)  38,700  1,666,519
EMC Corp. (a)  260,000  5,850,000
Fore Systems, Inc. (a)  7,000  386,750
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
In Focus Systems, Inc. (a)  13,900 $ 375,300
Micom Communication Corp. (a)  110,366  1,600,307
Read Rite Corp. (a)  130,683  2,131,766
Seagate Technology (a)  85,400  2,038,925
Silicon Graphics, Inc. (a)  335,000  10,301,250
Sun Microsystems, Inc. (a)  80,000  2,680,000
Tech Data Corp. (a)  125,000  2,125,000
Western Digital Corp. (a)  56,300  1,041,550
  50,567,367
ELECTRONIC INSTRUMENTS - 2.3%
Applied Materials, Inc. (a)  150,000  7,181,250
Cohu, Inc.   38,100  742,950
Electro Scientific Industries, Inc. (a)  94,600  1,832,875
Novellus System, Inc. (a)  63,500  3,309,938
Quad Systems Corp. (a)  15,000  165,000
  13,232,013
ELECTRONICS - 9.5%
Advanced Micro Devices, Inc. (a)  198,700  5,017,175
Altera Corp. (a)  53,900  2,075,150
Analog Devices, Inc. (a)  50,000  1,656,250
Atmel Corp. (a)  27,000  918,000
Cascade Communications Corp. (a)  12,000  655,500
Cypress Semiconductor Corp. (a)  72,500  1,549,688
Cyrix Corp. (a)  25,000  921,875
Electroglas, Inc. (a)  30,000  1,125,000
Flextronics International  4,700  69,325
Integrated Device Technology, Inc. (a)  20,000  520,000
Intel Corp.   90,000  5,681,250
LSI Logic Corp. (a)  70,000  2,992,500
Linear Technology Corp.   60,500  2,919,125
MRV Communications, Inc.   15,000  178,125
Maxim Integrated Products, Inc. (a)  20,000  1,235,000
Microchip Technology, Inc. (a)  65,000  1,933,750
Micron Technology, Inc.   125,000  5,187,500
Motorola, Inc.   270,000  15,221,250
Opti, Inc.   30,200  505,850
Quality Semiconductor, Inc.   31,700  388,325
Sanmina Corp. (a)  25,000  653,125
Solectron Corp. (a)  25,000  678,125
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Tencor Instruments (a)  22,900 $ 1,016,188
Wholesale Cellular USA, Inc. (a)  48,300  700,350
Xilinx, Inc. (a)  30,000  1,755,000
  55,553,426
TOTAL TECHNOLOGY   288,892,777
TRANSPORTATION - 0.3%
AIR TRANSPORTATION - 0.3%
SkyWest, Inc.   7,000  99,750
Technology Resources Industries BHD (a)  490,000  1,668,038
  1,767,788
UTILITIES - 9.0%
CELLULAR - 7.7%
Airtouch Communications (a)  475,000  12,884,375
Arch Communications Group, Inc. (a)  47,500  938,125
BCE Mobile Communications, Inc. (a)  90,000  2,902,541
Cellular Communications, Inc., Series A (redeemable) (a)  21,700  1,085,000
Commnet Cellular, Inc. (a)  115,000  3,335,000
LIN Broadcasting Corp. (a)  15,000  2,152,500
Metrocall, Inc. (a)  58,900  1,089,650
Premier Page Co. (a)  104,700  1,099,350
Rogers Cantel Mobile Communications, Inc. 
Class B (non-vtg.) (a)  75,000  2,221,193
United States Cellular Corp. (a)  90,000  2,812,500
Vanguard Cellular Systems, Inc. Class A (a)  500,000  13,250,000
Vodafone Group PLC sponsored ADR  40,600  1,319,500
  45,089,734
TELEPHONE SERVICES - 1.3%
ALC Communications Corp. (a)  80,000  2,720,000
Communications Central, Inc. (a)  55,000  893,750
Incomnet, Inc. (a)  120,000  1,440,000
LCI International, Inc. (a)  100,000  2,225,000
  7,278,750
TOTAL UTILITIES   52,368,484
TOTAL COMMON STOCKS
(Cost $509,517,307)   568,365,937
REPURCHASE AGREEMENTS - 2.7%
 MATURITY VALUE
 AMOUNT (NOTE 1)
Investments in repurchase agreements 
(U.S. Treasury obligations), in a 
joint trading account at 5.71% 
dated 11/30/94 due 12/1/94  $ 15,829,510 $ 15,827,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $525,344,307)  $ 584,192,937
LEGEND
(a) Non-income producing
INCOME TAX INFORMATION 
At November 30, 1994, the aggregate cost of investment securities for
income tax purposes was $528,828,026. Net unrealized appreciation
aggregated $55,364,911, of which $78,345,319 related to appreciated
investment securities and $22,980,408 related to depreciated investment
securities. 
At November 30, 1994, the fund had a capital loss carryforward of
approximately $4,511,427 which  will expire on November 30, 2002.
The fund hereby designates $78,227 as a capital gain dividend for the
purpose of the dividend paid deduction.
The fund intends to elect  to defer to its fiscal year ending November 30,
1995, $5,418,738 of losses recognized during the period December 1, 1993 to
November 30, 1994.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                         <C>            <C>             
AMOUNTS IN THOUSANDS  NOVEMBER 30, 1994                                                    
 
ASSETS                                                                                     
 
Investment in securities, at value (including repurchase                   $ 584,192,937   
agreements of $15,827,000) (cost $525,344,307)                                             
See accompanying schedule                                                                  
 
Cash                                                                        184            
 
Receivable for investments sold                                             39,806,156     
 
Receivable for fund shares sold                                             1,066,041      
 
Dividends receivable                                                        131,546        
 
Other receivables                                                           340,365        
 
 TOTAL ASSETS                                                               625,537,229    
 
LIABILITIES                                                                                
 
Payable for investments purchased                           $ 12,364,805                   
 
Payable for fund shares redeemed                             1,468,126                     
 
Accrued management fee                                       337,199                       
 
Other payables and accrued expenses                          272,772                       
 
 TOTAL LIABILITIES                                                          14,442,902     
 
NET ASSETS                                                                 $ 611,094,327   
 
Net Assets consist of:                                                                     
 
Paid in capital                                                            $ 565,529,178   
 
Accumulated undistributed net realized gain (loss) on                       (13,283,468)   
investments and foreign currency transactions                                              
 
Net unrealized appreciation (depreciation) on                               58,848,617     
investments and assets and liabilities in foreign                                          
currencies                                                                                 
 
NET ASSETS, for 36,861,001 shares outstanding                              $ 611,094,327   
 
NET ASSET VALUE and redemption price per share                              $16.58         
($611,094,327 (divided by) 36,861,001 shares)                                              
 
Maximum offering price per share (100/97.00 of $16.58)                      $17.09         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>             <C>             
AMOUNTS IN THOUSANDS  YEAR ENDED NOVEMBER 30, 1994                                         
 
INVESTMENT INCOME                                                          $ 2,076,489     
Dividends                                                                                  
 
Interest                                                                    1,732,926      
 
 TOTAL INCOME                                                               3,809,415      
 
EXPENSES                                                                                   
 
Management fee                                             $ 4,147,574                     
Basic fee                                                                                  
 
 Performance adjustment                                     (89,354)                       
 
Transfer agent                                              1,780,497                      
Fees                                                                                       
 
 Redemption fees                                            (10,925)                       
 
Accounting fees and expenses                                337,252                        
 
Non-interested trustees' compensation                       3,638                          
 
Custodian fees and expenses                                 95,885                         
 
Registration fees                                           43,637                         
 
Audit                                                       51,517                         
 
Legal                                                       5,606                          
 
Interest                                                    172                            
 
Reports to shareholders                                     78,965                         
 
Miscellaneous                                               6,405                          
 
 Total expenses before reductions                           6,450,869                      
 
 Expense reductions                                         (127,458)       6,323,411      
 
NET INVESTMENT INCOME (LOSS)                                                (2,513,996)    
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                        
Net realized gain (loss) on:                                                               
 
 Investment securities (including realized loss of          (11,532,489)                   
$556,417                                                                                   
 on sales of investments in affiliated issuers)                                            
 
 Foreign currency transactions                              966,509         (10,565,980)   
 
Change in net unrealized appreciation (depreciation) on:                                   
 
 Investment securities                                      19,980,090                     
 
 Assets and liabilities in foreign currencies               (1,067,264)     18,912,826     
 
NET GAIN (LOSS)                                                             8,346,846      
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                            $ 5,832,850     
FROM OPERATIONS                                                                            
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>              <C>              
                                                          YEAR ENDED       YEAR ENDED       
                                                          NOVEMBER 30,     NOVEMBER 30,     
                                                          1994             1993             
 
INCREASE (DECREASE) IN NET ASSETS                                                           
 
Operations                                                $ (2,513,996)    $ (1,251,833)    
Net investment income (loss)                                                                
 
 Net realized gain (loss)                                  (10,565,980)     140,954,716     
 
 Change in net unrealized appreciation (depreciation)      18,912,826       (32,342,592)    
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           5,832,850        107,360,291     
FROM OPERATIONS                                                                             
 
Distributions to shareholders:                             -                (724,816)       
From net investment income                                                                  
 
 From net realized gain                                    (108,388,063)    (19,802,516)    
 
 TOTAL  DISTRIBUTIONS                                      (108,388,063)    (20,527,332)    
 
Share transactions                                         166,847,269      226,148,936     
Net proceeds from sales of shares                                                           
 
 Reinvestment of distributions                             106,675,388      20,156,103      
 
 Cost of shares redeemed                                   (194,549,673)    (313,667,592)   
 
 Redemption fees                                           187,823          345,971         
 
 Net increase (decrease) in net assets resulting from      79,160,807       (67,016,582)    
share transactions                                                                          
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  (23,394,406)     19,816,377      
 
NET ASSETS                                                                                  
 
 Beginning of period                                       634,488,733      614,672,356     
 
 End of period (including undistributed net investment    $ 611,094,327    $ 634,488,733    
income of $0 and $1,118,623, respectively)                                                  
 
OTHER INFORMATION                                                                           
Shares                                                                                      
 
 Sold                                                      9,893,278        12,313,050      
 
 Issued in reinvestment of distributions                   6,284,189        1,186,849       
 
 Redeemed                                                  (11,642,893)     (17,491,439)    
 
 Net increase (decrease)                                   4,534,574        (3,991,540)     
 
</TABLE>
 
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                     <C>                        <C>         <C>         <C>              
                                        YEARS ENDED NOVEMBER 30,                           DECEMBER 28,     
                                                                                           1990             
                                                                                           (COMMENCEMENT    
                                                                                           OF               
                                                                                           OPERATIONS) TO   
                                                                                           NOVEMBER 30,     
 
                                        1994                       1993        1992        1991             
 
SELECTED PER-SHARE DATA                                                                                     
 
Net asset value, beginning of period    $ 19.63                    $ 16.92     $ 14.81     $ 10.00          
 
Income from Investment Operations                                                                           
 
 Net investment income (loss)            (.07)                      (.03)       .09         (.01)           
                                        D                                                                   
 
 Net realized and unrealized             .34                        3.29        2.50        4.80            
 gain (loss)                                                                                                
 
 Total from investment operations        .27                        3.26        2.59        4.79            
 
Less Distributions                       -                          (.02)       -           -               
From net investment income                                                                                  
 
 From net realized gain                  (3.33)                     (.54)       (.50)       -               
 
 Total distributions                     (3.33)                     (.56)       (.50)       -               
 
Redemption fees added to paid            .01                        .01         .02         .02             
in capital                                                                                                  
 
Net asset value, end of period          $ 16.58                    $ 19.63     $ 16.92     $ 14.81          
 
TOTAL RETURN B, C                        1.27%                      19.85%      18.03%      48.10%          
 
RATIOS AND SUPPLEMENTAL DATA                                                                                
 
Net assets, end of period               $ 611,094                  $ 634,489   $ 614,672   $ 530,205        
(000 omitted)                                                                                               
 
Ratio of expenses to average net         1.02%                      1.19%       1.09%       1.31% A         
assets                                                                                                      
 
Ratio of expenses to average net         1.04%                      1.20%       1.09%       1.31% A         
assets before expense reductions                                                                            
 
Ratio of net investment income           (.41)                      (.20)       .56%        (.10)%          
(loss) to average net assets            %                          %                       A                
 
Portfolio turnover rate                  180%                       332%        531%        326% A          
 
</TABLE>
 
A ANNUALIZED.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1994
 
 
8. 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 of their purchase date are
valued at amortized cost or original cost plus accrued interest, both of
which approximate current value.
FOREIGN CURRENCY TRANSLATION. 
The accounting records of the fund are maintained in U.S. dollars.
Investment securities and other assets and liabilities denominated in a
foreign currency are translated into U.S. dollars at the prevailing rates
of exchange at period end. Purchases and sales of securities, income
receipts, and expense payments are translated into U.S. dollars at the
prevailing exchange rate on the respective dates of the transactions.
Effective December 1, 1993, the fund adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts, disposition
of foreign currencies, currency gains and losses realized between the trade
and settlement dates on securities transactions, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. Further, as permitted under the SOP, the effects of
changes in foreign currency exchange rates on investments in securities are
not segregated in the Statement of Operations from the effects of changes
in market prices of those securities, but are included with the net
realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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 withheld where recovery of such taxes is
uncertain.
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.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
futures and options transactions, foreign currency transactions, 
partnerships,  non-taxable dividends, capital loss carryforwards and losses
deferred due to wash sales and  excise tax regulations.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect net investment income per share.  Any taxable income or gain
remaining at fiscal year end is distributed in the following year.
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.
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective December
1, 1993, the fund adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the fund changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of the beginning of the fiscal year have been
reclassified to reflect an increase in paid in capital of $9,716,710, a
decrease in undistributed net investment income of $1,701,558 and a
decrease in accumulated net realized gain on investments of $8,015,152.
9. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. 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 any realized gain (loss) 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
affiliated entities of FMR, may transfer uninvested cash balances into one
or more joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
10. PURCHASES AND SALES OF 
INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $1,029,108,631 and $1,033,607,665, respectively.
11. FEES AND OTHER 
TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2850% to .5200% for the period December 1, 1993 to July
31, 1994 and .2700% to .5200% for the period August 1, 1994 to November 30,
1994. In the event that these rates were lower than the contractual rates
in effect during those periods, FMR voluntarily implemented the above
rates, as they resulted in the same or a lower management fee. The annual
individual fund fee rate is .35%. The basic fee is subject to a performance
adjustment (up to a maximum of (plus/minus) .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 .66% of average net assets after the performance
adjustment.
4. FEES AND OTHER 
TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $1,055,732 on sales of shares of the fund.
TRANSFER AGENT FEES. 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 FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $370,839 for the period.
12. 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
Excel Technology  $ - $ 393,375 $ - $ -
State of the Art, Inc. (a)   -  1,708,979  -  -
TOTALS  $ - $ 2,102,354 $ - $ -
(a) Non-income producing.
13. 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 period for which
loans were outstanding amounted to $1,601,000. The weighted average
interest rate was 3.875%.
14. 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
$127,458 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, 1994, 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 three 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, 1994 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 Emerging Growth Fund as of
November 30, 1994, 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 three 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.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 5, 1995
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Emerging Growth Fund voted to pay on
December 19, 1994, to shareholders of record at the opening of business on
December 16, 1994, a distribution of $.04 derived from capital gains
realized from sales of portfolio securities.
2.0% of the dividends distributed during the fiscal year qualifies for the
dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January 1995 of the percentages for
use in preparing 1994 income tax returns.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
TO WRITE FIDELITY
 
 
If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
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 02210-0193
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Gary L. French, Treasurer
William J. Hayes, Vice President
Lawrence Greenberg, Vice President
John H. Costello, Assistant Treasurer
Leonard M. Rush, 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
Marvin L. Mann*
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
Fidelity Fifty
Growth Company Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Growth 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)
(registered trademark)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE
 
FIDELITY
 
 
(registered trademark)
NEW MILLENNIUM(trademark)
FUND
ANNUAL REPORT
NOVEMBER 30, 1994
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on investing                 
                              strategies.                              
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy and outlook.       
 
INVESTMENT CHANGES       9    A summary of major shifts in the         
                              fund's investments over the past six     
                              months.                                  
 
INVESTMENTS              10   A complete list of the fund's            
                              investments with their market            
                              values.                                  
 
FINANCIAL STATEMENTS     21   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    25   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    29   The auditors' 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. MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED BY, ANY 
DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE FEDERAL
RESERVE BOARD 
OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF 
PRINCIPAL. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A
BANK. FOR MORE 
INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES, CALL
1-800-544-8888 
FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
The unsettling period that began for investors when the Federal Reserve
Board raised short-term interest rates in February has continued into the
fourth quarter of 1994. The Board raised the federal funds rate - the rate
banks charge each other for overnight loans - five times from February
through August, taking it from 3.00% to 4.75%. A sixth increase in November
lifted the rate to 5.50%. The Fed rate hikes were intended to forestall
inflation that could result from an improving U.S. economy, and they led to
below-average returns for many stocks and negative returns for many bond
investments.
The volatility we have witnessed this year follows a period in which there
was a nearly perfect investing environment. Although there was a
late-summer rally in stocks and, to a lesser extent in bond markets, it is
impossible to predict where interest rates might go or what might happen in
the markets in the months ahead. That's why it probably is a good time to
again review your investment portfolio and how well it matches your goals.
If you can leave your money invested over the long term, you can avoid much
of the volatility that generally accompanies the stock market in the short
term, as we have been witnessing this year. You also can help to manage
risk through diversification of investments. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different stock funds or
in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. As with any mutual fund, of course, there is no assurance that
a money market fund will achieve its goal, and it is important to remember
that money market funds are not insured by any agency of the U.S.
government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically, as we have discussed here. A periodic investment
plan will not, of course, assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. 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, 1994                PAST 1   LIFE OF         
                                               YEAR     FUND            
 
New Millennium                                 5.33%    26.08%          
 
New Millennium (incl. 3% sales charge)         2.17%    22.30%          
 
S&P 500(registered trademark)                  1.05%    8.92%           
 
Average Capital Appreciation Fund              -1.20%   n/a             
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund began on
December 28, 1992. For example, if you invested $1,000 in a fund that had a
5% return over the past year, you would end up with $1,050. You can compare
the fund's returns to the performance of the Standard & Poor's Composite
Index of 500 stocks - a common proxy for the U.S. stock market. You can
compare these figures to the average capital appreciation fund, which
currently reflects the performance of 138 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.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1994                PAST 1   LIFE OF         
                                               YEAR     FUND            
 
New Millennium                                 5.33%    12.79%          
 
New Millennium (incl. 3% sales charge)         2.17%    11.02%          
 
S&P 500(registered trademark)                  1.05%    4.53%           
 
Average Capital Appreciation Fund              -1.20%   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. 
$10,000 OVER LIFE OF FUND
              Fidelity New MillenniuStandard & Poor'
     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
     12/31/93              12189.94        10909.36
     01/31/94              12418.53        11280.28
     02/28/94              12448.36        10974.59
     03/31/94              11682.77        10496.09
     04/30/94              11613.17        10630.44
     05/31/94              11533.62        10804.78
     06/30/94              11285.06        10540.07
     07/31/94              11523.68        10885.78
     08/31/94              12160.02        11332.10
     09/30/94              12368.82        11054.46
     10/31/94              12756.59        11303.19
     11/30/94              12229.62        10891.52
 
$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, 1994, the value of your investment would have
grown to $12,230 - a 22.30% 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
$10,892 - an 8.92% 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
Rising interest rates contributed 
to below-average returns in the 
U.S. stock market during the 12 
months ended November 30, 
1994. The Standard & Poor's 500 
stock index finished the 12-month 
period with a total return of 1.05% 
- - below its historical annual 
average return of more than 10%. 
After two months of steady gains, 
stocks stumbled from February 
through June 1994. During that 
time, the Federal Reserve Board 
raised short-term interest rates 
four times in an effort to curb 
possible future inflation triggered 
by a strengthening economy. 
Higher rates hurt stocks because 
they raise the cost of borrowing 
for companies and consumers, 
often dampening future corporate 
profits. In addition, higher rates 
often make bonds and other 
fixed-income investments more 
attractive relative to stocks. 
Despite a fifth Fed rate hike in 
August, the market rallied from 
July through October, fueled by 
strengthening corporate earnings 
and a flurry of merger and 
acquisition activity. Interest rate 
concerns resurfaced in 
November, when the Fed raised 
rates again. Although returns in 
overseas markets were mixed, 
foreign stocks generally fared 
better than those in the U.S. The 
Morgan Stanley EAFE (Europe, 
Australia, Far East) index 
returned 14.84% for the 12 
months ended November 30, 
while the Morgan Stanley 
Emerging Markets Free index 
was up 17.44% during the same 
period. 
An interview with Neal Miller,
Portfolio Manager of Fidelity 
New Millennium Fund
Q. NEAL, HOW HAS THE FUND PERFORMED?
A. Returns appear to be competitive. The fund was up 5.33% during the 12
months ended November, 30, 1994. This compares favorably to the average
capital appreciation fund, which was down 1.20% for the same time period,
according to Lipper Analytical Services. 
Q. WHAT HELPED THE FUND DO WELL?
A. The fund's good performance is attributable to its investing in
inefficiently priced growth stocks - those of companies with accelerating
earnings. By "inefficiently priced," I mean companies that have been able
to exceed performance expectations placed on them by Wall Street analysts,
and produce a high rate of earnings growth. I have found that this scenario
is the best predictor of forward price movements in stocks. During the
period, several stocks that I owned - such as Oracle Systems and La Quinta
Motor Inns - really delivered. 
Q. HERMAN MILLER IS STILL THE TOP POSITION IN THE FUND. WHAT'S HAPPENING
THERE?
A. Well, I've been a fan of Herman Miller for a while now. Herman Miller
pioneered the open office environment but is now introducing its newer
products to emphasize a more items-oriented business. The CEO of Herman
Miller has recognized the demand for individual products for smaller and
independent businesses that do not require sophisticated office systems.
The new designs also have been well received by foreign enterprises. In
addition, the company has placed a great deal of emphasis on ergonomically
designed chairs that are superb in terms of design and are very successful
with the demographics of an aging workforce. Considering the pace of
incoming orders, a refreshed product line and insider buying, I consider
Herman Miller's stock valuation - its price relative to other measures such
as earnings - very low and a great investment for the fund.
Q. WHY HAVE YOU INCREASED YOUR TECHNOLOGY HOLDINGS FROM 19.9% TO 29.9% OF
THE FUND DURING THE PAST SIX MONTHS?
A. Every aspect of the computer industry is extremely competitive and every
player is trying to survive. Therefore, companies are working furiously to
manufacture better technology much more quickly than they normally would.
This rich product backdrop is great for the consumer; products are priced
fairly and end-users are excited about all of the technology that is
available to them. Most interesting to me, however, is how people will be
talking to one another within the business environment. The Internet is one
of the most phenomenal areas of growth that I've ever seen and I have
several holdings that should benefit from its growth. One of the funds
largest investments, Bolt Beranek & Newman (BBN), originally developed the
Internet system under contract for the U.S. government and is poised to
profit as companies increasingly send information over telephone lines.
Q. WHY HAVE THE FUND'S INVESTMENTS IN HEALTHCARE DOUBLED OVER THE PERIOD?
A. We have a situation where managed care doctors, as a group, are making a
bid to care for patients efficiently. For that reason, many aspects of the
managed care industry are seeing growth. Managed care providers need tools
such as information systems that can keep track of patient information and
track patient care. We're starting to see decisions being made in terms of
equipment being put in place that has the lowest cost and the greatest
benefit. Companies such as Acuson are in a position to benefit from that
trend.
Q. WHAT BETS HAVEN'T WORKED OUT AS YOU WOULD HAVE LIKED?
A. The fund's investment in Bowater hasn't performed as I'd hoped. Due to
pollution that is generated from newsprint manufacturing, there's a
movement afoot internationally to force corporate earnings from newsprint
companies like Bowater to be used for environmental compliance in
manufacturing the product. At the same time, demand in Asia is soaring as
daily newspapers are being produced for the first time. The limited supply,
combined with strong worldwide demand for paper, should have forced prices
of paper stocks to move. So far, it hasn't. Although the fund's investment
in Bowater hasn't resulted in large losses, it really could have helped the
fund's return. 
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT FEW MONTHS?
A. There's an understandable amount of skepticism about the market. Either
interest rates are going to have to come down or stock prices will go down
- - something has got to give. Although there may be periods of
underperformance, 1995 has the potential to be a good year. It's the third
year in a presidential cycle, which usually is associated with continuing
economic prosperity and growth. I think it could be a better operating
environment for companies with an opportunity to achieve superior returns.
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, 
1994, more than $312 million
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; joined Fidelity 
in 1988
(checkmark)
   
NEAL MILLER ON THE INTERNET:
"With utilization growing at 
what some estimate as 12 
percent per month, the 
Internet is evolving into an 
important way of doing 
business. Many are seeing it 
as a vital means of 
communication for a 
surprisingly diverse group of 
industries. On one end of the 
spectrum, we see people who 
raise chickens using the 
Internet to keep abreast of 
agricultural reports and 
pricing information. On the 
other, we see radiologists 
using the Internet as an 
access point to transfer x-ray 
images over geographic 
distances to other doctors, in 
order to consult with one 
another quickly and efficiently. 
Intuit, a holding of this fund 
and the target of a proposed 
merger with Microsoft, is 
preparing to use the Internet 
to update people's personal 
finances. As the Internet 
continues to provide 
information, entertainment, 
and a means for individuals to 
communicate in both a 
business and community 
setting, related businesses 
should continue to be a very 
strong area of growth."
(solid bullet)  Though the fund is 
authorized to invest in 
derivative instruments such 
as futures, options and 
foreign currency forwards, it 
did not have any significant 
derivative investments during 
the period.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF NOVEMBER 30, 1994
                              % OF FUND'S   % OF FUND'S       
                              INVESTMENTS   INVESTMENTS       
                                            IN THESE STOCKS   
                                            6 MONTHS AGO      
 
Herman Miller, Inc.           3.7           3.7               
 
Oracle Systems, Inc.          2.7           1.6               
 
Bowater, Inc.                 2.5           1.5               
 
EMC Corp.                     2.2           1.3               
 
Promus Companies, Inc.        1.7           0.3               
 
La Quinta Motor Inns, Inc.    1.7           2.3               
 
Diebold, Inc.                 1.6           2.2               
 
Bolt Beranek & Newman, Inc.   1.6           -                 
 
Acuson Corp.                  1.5           -                 
 
Becton, Dickinson & Co.       1.3           0.9               
 
TOP FIVE INDUSTRIES AS OF NOVEMBER 30, 1994
                   % OF FUND'S   % OF FUND'S           
                   INVESTMENTS   INVESTMENTS           
                                 IN THESE INDUSTRIES   
                                 6 MONTHS AGO          
 
Technology         29.9          19.9                  
 
Health             12.5          5.9                   
 
Media & Leisure    11.0          9.8                   
 
Basic Industries   7.5           5.8                   
 
Energy             5.9           5.0                   
 
ASSET ALLOCATION
AS OF NOVEMBER 30, 1994* AS OF  MAY 31, 1994** 
Row: 1, Col: 1, Value: 6.3
Row: 1, Col: 2, Value: 50.0
Row: 1, Col: 3, Value: 43.7
Row: 1, Col: 1, Value: 6.6
Row: 1, Col: 2, Value: 50.0
Row: 1, Col: 3, Value: 43.4
Stocks 93.7%
Short-term
investments 6.3%
FOREIGN
INVESTMENTS 5.8%
Stocks 93.4%
Short-term
investments 6.6%
FOREIGN
INVESTMENTS 12.2%
* 
**
INVESTMENTS NOVEMBER 30, 1994 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 93.3%
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - 7.5%
CHEMICALS & PLASTICS - 2.3%
Eastman Chemical Co.   29,000 $ 1,366,601
Fuller (H.B.) Co.   5,600  179,200
MacDermid, Inc.   6,100  225,700
Potash Corp. of Saskatchewan  6,700  242,041
Union Carbide Corp.   54,900  1,571,513
Wellman, Inc.   146,900  3,727,588
  7,312,643
IRON & STEEL - 0.3%
Laclede Steel Co. (a)  20,400  209,100
Quanex Corp.   27,100  609,750
  818,850
METALS & MINING - 0.5%
Castech Aluminum Group (a)  24,600  356,700
Castle AM & Co.   95,500  1,241,500
  1,598,200
PACKAGING & CONTAINERS - 0.3%
Shorewood Packaging Corp. (a)  56,100  1,079,925
PAPER & FOREST PRODUCTS - 4.1%
Abitibi-Price, Inc. (a)  267,400  3,449,508
Bowater, Inc.   312,300  7,924,613
Stone Consolidated Corp. (a)  139,200  1,492,206
  12,866,327
TOTAL BASIC INDUSTRIES   23,675,945
CONGLOMERATES - 0.3%
Alexander & Baldwin, Inc.   36,200  868,800
CONSTRUCTION & REAL ESTATE - 3.0%
BUILDING MATERIALS - 0.8%
Insilco Corp.   89,400  2,402,625
Lilly Industrial Coatings, Inc. Class A   15,850  210,013
  2,612,638
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - 2.1%
Blount, Inc. Class A  9,500 $ 425,125
Butler Manufacturing Co.  109,300  3,716,200
NCI Building Systems, Inc. (a)  137,500  2,440,625
  6,581,950
REAL ESTATE - 0.1%
Grubb & Ellis Co. (a)  77,800  155,600
TOTAL CONSTRUCTION & REAL ESTATE   9,350,188
DURABLES - 5.7%
AUTOS, TIRES, & ACCESSORIES - 0.4%
CLARCOR, Inc.   17,200  333,250
Custom Chrome, Inc. (a)  7,700  140,525
Lund International Holdings, Inc. (a)  11,900  211,225
Raymond Corp. (The)  29,165  517,679
Smith (A.O.) Corp. Class B  2,600  58,500
  1,261,179
CONSUMER DURABLES - 0.5%
Department 56, Inc. (a)  47,000  1,650,875
CONSUMER ELECTRONICS - 0.3%
Sunbeam-Oster, Inc.   18,000  436,500
Toro Co.   11,800  330,400
  766,900
HOME FURNISHINGS - 3.7%
Herman Miller, Inc.   463,500  11,645,438
TEXTILES & APPAREL - 0.8%
Culp, Inc.   28,300  290,075
Lacrosse Footwear, Inc.   37,600  441,800
Quiksilver (a)  2,400  39,300
Warnaco Group, Inc. Class A (a)  112,100  1,807,613
  2,578,788
TOTAL DURABLES   17,903,180
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - 5.9%
ENERGY SERVICES - 4.6%
BJ Services Co. (a)  57,800 $ 1,069,300
Halliburton Co.   24,500  852,478
Marine Drilling Cos., Inc. (a)  149,300  503,888
Nabors Industries, Inc. (a)  152,500  1,105,625
Offshore Logistics, Inc. (a)  11,100  151,238
Petroleum Helicopters, Inc.  4,100  43,050
Petroleum Helicopters, Inc. (non vtg.)  9,600  96,000
Schlumberger Ltd.   77,800  4,133,125
Smith International, Inc. (a)  208,800  2,818,800
Tuboscope Vetco Corp. (a)  19,300  135,100
Weatherford International, Inc. (a)  354,100  3,275,425
  14,184,029
OIL & GAS - 1.3%
Camco International, Inc.  79,000  1,501,000
Chieftain International, Inc. (a)  207,900  2,304,208
Western Gas Resources, Inc.   15,500  315,813
  4,121,021
TOTAL ENERGY   18,305,050
FINANCE - 1.5%
CREDIT & OTHER FINANCE - 0.3%
Cash America Investments, Inc.   47,700  411,413
Credit Acceptance Corp. (a)  10,400  356,200
Tong Yang Securities Co. Ltd.  12,228  227,755
  995,368
INSURANCE - 0.9%
American Travellers Corp. (a)  133,300  2,232,775
Berkley (W.R.) Corp.   14,900  493,563
  2,726,338
SECURITIES INDUSTRY - 0.3%
Korea First Securities Co. Ltd. (a)  4,939  82,047
Seoul Securities Co. (a)  25,584  476,521
Sunkyong Securities Co. (a)  20,000  400,201
  958,769
TOTAL FINANCE   4,680,475
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - 12.5%
DRUGS & PHARMACEUTICALS - 3.3%
American Home Products Corp.   35,400 $ 2,305,425
Bristol-Myers Squibb Co.   24,000  1,386,000
Cephalon, Inc. (a)  17,400  147,900
Hauser Chemical Research, Inc. (a)  214,000  1,284,000
Idexx Laboratories, Inc. (a)  70,700  2,421,475
Schering-Plough Corp.   10,900  816,138
Warner-Lambert Co.   23,200  1,795,100
  10,156,038
MEDICAL EQUIPMENT & SUPPLIES - 7.6%
Acuson Corp. (a)  272,400  4,562,700
Advanced Technology Laboratories, Inc. (a)  112,000  1,988,000
Becton, Dickinson & Co.   88,500  4,181,625
Boston Scientific Corp. (a)  140,200  2,243,200
Circon Corp. (a)  7,500  88,125
Conmed Corp. (a)  7,600  188,100
Johnson & Johnson  7,300  389,638
Medtronic, Inc.   39,300  2,082,900
Nellcor, Inc. (a)  2,400  81,300
Owens and Minor, Inc.   156,800  2,371,600
Pall Corp.   118,100  2,096,275
St. Jude Medical, Inc.   34,500  1,375,688
SciMed Life Systems, Inc. (a)  31,500  1,539,563
U.S. Surgical Corp.   31,600  687,300
  23,876,014
MEDICAL FACILITIES MANAGEMENT - 1.6%
Beverly Enterprises, Inc. (a)  39,800  562,175
Humana, Inc. (a)  39,400  881,575
Surgical Care Affiliates, Inc.   60,400  1,162,700
United HealthCare Corp.   29,300  1,391,750
Vencor, Inc. (a)  34,650  939,881
  4,938,081
TOTAL HEALTH   38,970,133
HOLDING COMPANIES - 0.1%
KFC Holdings (Malaysia) BHD  50,000  330,634
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 4.0%
ELECTRICAL EQUIPMENT - 2.0%
Amphenol Corp. Class A (a)  157,800 $ 3,767,475
C COR Electronics, Inc. (a)  22,200  1,132,200
Scientific-Atlanta, Inc.   20,400  402,900
TSX Corp. (a)  51,900  1,005,563
  6,308,138
INDUSTRIAL MACHINERY & EQUIPMENT - 2.0%
Brenco, Inc.   207,500  2,464,063
Cascade Corp.   82,500  1,815,000
Regal-Beloit Corp.   94,300  1,190,538
Twin Disc, Inc.   35,700  722,925
  6,192,526
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   12,500,664
MEDIA & LEISURE - 11.0%
BROADCASTING - 2.4%
Associated Communications Corp. Class B (a)  47,400  1,267,950
CBS, Inc.   48,500  2,691,750
Capital Cities/ABC, Inc.   33,700  2,754,975
Central European Media Class C (a)  13,000  197,438
Clear Channel Communications, Inc. (a)   5,300  242,475
Infinity Broadcasting Corp. (a)  8,600  258,000
SFX Broadcasting, Inc. (a)  1,900  28,975
United Television, Inc. (a)  700  36,400
  7,477,963
LEISURE DURABLES & TOYS - 1.3%
Arctco, Inc.   95,850  1,917,000
Rawlings Sporting Goods, Inc. (a)  26,900  373,238
Sports and Recreation, Inc. (a)  8,600  195,650
West Marine, Inc.   88,000  1,760,000
  4,245,888
LODGING & GAMING - 5.0%
Accor Asia Pacific Ltd.   202,039  111,829
Argosy Gaming Corp. (a)  76,100  913,200
Caesars World, Inc.  (a)  26,500  1,152,750
La Quinta Motor Inns, Inc.   251,337  5,340,911
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - CONTINUED
Mirage Resorts, Inc. (a)  138,000 $ 2,725,500
Promus Companies, Inc. (a)  194,700  5,402,925
  15,647,115
PUBLISHING - 1.8%
American City Business Journals, Inc. (a)  13,200  212,850
American Media, Inc. Class A  18,200  270,725
Commerce Clearing House, Inc. Class A  26,900  430,400
Plenum Publishing Corp.   5,900  169,625
Times Mirror Co., Series A  132,400  4,087,850
Wiley (John) & Sons, Inc. Class A  9,000  389,250
  5,560,700
RESTAURANTS - 0.5%
Landrys Seafood Restaurants, Inc. (a)  3,000  81,750
Quality Dining, Inc. (a)  107,300  1,388,194
  1,469,944
TOTAL MEDIA & LEISURE   34,401,610
NONDURABLES - 2.9%
AGRICULTURE - 0.2%
Delta & Pine Land Co.  37,000  647,500
BEVERAGES - 1.0%
Embotelladora Andina SA sponsored ADR  26,300  719,963
Emvasa del Valle de Enah Ord. (a)  195,800  864,911
Vina Concha Y Toro SA sponsored ADR (a)  4,100  73,800
Zaklady Piwowarskie W Zywcu SA  20,000  1,470,126
  3,128,800
FOODS - 1.1%
Flowers Industries, Inc.   14,800  260,850
PENWEST Ltd.   1,200  27,300
Smithfield Foods, Inc. (a)  6,200  174,375
Sylvan Foods Holdings, Inc. (a)  50,400  548,100
Thorn Apple Valley, Inc.   12,400  348,750
Wedel SA  25,000  2,070,600
  3,429,975
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 0.1%
American Safety Razor Co. (a)  12,200 $ 164,700
TOBACCO - 0.5%
Dibrell Brothers, Inc.   18,500  402,375
Monk Austin, Inc.   8,600  113,408
Sampoerna, Hanjaya Mandala (For. Reg.)  153,500  729,259
Universal Corp.   23,500  505,250
  1,750,292
TOTAL NONDURABLES   9,121,267
RETAIL & WHOLESALE - 3.3%
APPAREL STORES - 0.4%
AnnTaylor Stores Corp. (a)  35,300  1,323,750
GENERAL MERCHANDISE STORES - 0.0%
Ezcorp, Inc. Class A (non-vtg)  2,800  32,200
GROCERY STORES - 0.7%
American Stores Co.   12,200  321,629
Whole Foods Market, Inc. (a)  123,900  1,889,475
  2,211,104
RETAIL & WHOLESALE, MISCELLANEOUS - 2.2%
Best Buy Co., Inc. (a)  50,400  2,223,900
Friedmans, Inc. Class A (a)  5,500  96,250
Gateway 2000, Inc. (a)  107,100  2,342,813
Micro Warehouse, Inc. (a)  14,300  465,644
Tiffany & Company, Inc.   40,000  1,655,000
  6,783,607
TOTAL RETAIL & WHOLESALE   10,350,661
SERVICES - 3.7%
LEASING & RENTAL - 0.1%
Hollywood Entertainment Corp. (a)   7,300  242,725
PRINTING - 0.9%
Cyrk, Inc. (a)  8,900  329,300
Graphic Industries, Inc.   60,300  610,538
New England Business Service, Inc.   109,900  1,978,200
  2,918,038
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
SERVICES - CONTINUED
SERVICES - 2.7%
CPI Corp.   112,900 $ 2,201,550
Devry, Inc. (a)  63,500  1,825,625
Manpower, Inc.   60,500  1,754,500
Regis Corp. (a)  43,800  646,050
Robert Half International, Inc. (a)  30,000  746,250
Western Atlas, Inc.   30,600  1,334,925
  8,508,900
TOTAL SERVICES   11,669,663
TECHNOLOGY - 29.5%
COMMUNICATIONS EQUIPMENT - 2.6%
Active Voice Corp. (a)  11,900  233,538
Andrew Corp. (a)  8,600  419,250
Bolt Beranek & Newman, Inc. (a)  249,300  4,954,838
Cabletron Systems, Inc. (a)  7,300  346,750
Harmon Industries, Inc.   25,700  452,963
Plantronics, Inc. (a)  55,300  1,638,263
  8,045,602
COMPUTER SERVICES & SOFTWARE - 14.8%
Access Health Marketing, Inc. (a)  5,100  87,975
Adobe Systems, Inc.   102,000  3,366,000
America Online, Inc. (a)   24,800  1,035,400
BancTec, Inc. (a)  47,300  1,028,775
Brandon Systems Corp.   35,700  611,363
CACI International, Inc. Class A (a)  51,700  529,925
Computer Task Group, Inc.   19,200  153,600
FTP Software, Inc.   75,900  1,954,425
Harris Computer Systems Corp. (a)  22,800  256,500
Henry (Jack) & Associates, Inc.   138,033  1,397,584
Integrated Silicon Systems, Inc. (a)  47,200  1,168,200
Intuit, Inc. (a)  49,900  3,480,525
Learning Co. (a)  17,300  393,575
Macromedia, Inc. (a)  4,900  99,225
MicroAge, Inc. (a)  51,300  602,775
Microsoft Corp. (a)  16,300  1,024,863
Network Peripherals, Inc. (a)  19,500  497,250
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Novell, Inc. (a)  161,900 $ 3,217,763
Oracle Systems Corp. (a)  201,600  8,316,000
Parametric Technology Corp. (a)  79,400  2,759,150
Peoplesoft, Inc. (a)  47,700  3,005,100
Platinum Technology, Inc. (a)  70,800  1,380,600
Santa Cruz Operation, Inc. (a)  110,000  1,017,500
Softdesk, Inc. (a)  20,700  481,275
Spectrum Holobyte, Inc. (a)  55,700  738,025
Stratacom, Inc. (a)  71,800  4,038,750
Synopsys, Inc. (a)  43,100  1,775,181
Wind River Systems, Inc. (a)  37,900  355,313
Wonderware Corp. (a)  56,300  1,660,850
  46,433,467
COMPUTERS & OFFICE EQUIPMENT - 11.1%
ADAPTEC, Inc. (a)  2,800  61,600
Compaq Computer Corp. (a)  24,500  958,563
Data General Corp. (a)  6,300  67,725
Dell Computer Corp. (a)  94,900  4,086,631
Diebold, Inc.   119,050  4,985,219
Digital Equipment Corp. (a)  78,500  2,669,000
EMC Corp. (a)  311,800  7,015,500
Fore Systems, Inc. (a)  8,500  469,625
International Business Machines Corp.   54,500  3,855,875
Komag, Inc. (a)  3,500  85,750
Plannar Systems, Inc. (a)  80,500  1,610,000
QMS, Inc. (a)  21,600  191,700
Read Rite Corp. (a)  123,000  2,006,438
Silicon Graphics, Inc. (a)  130,900  4,025,175
Sun Microsystems, Inc. (a)  55,100  1,845,850
Symbol Technologies, Inc. (a)  24,300  768,488
  34,703,139
ELECTRONIC INSTRUMENTS - 0.2%
Credence Systems Corp. (a)  18,600  489,413
ELECTRONICS - 0.8%
Altera Corp. (a)  7,000  269,500
Burr-Brown Corp. (a)  24,600  347,475
Cascade Communications Corp. (a)  13,700  748,363
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Cyrix Corp.   12,100 $ 446,188
Kent Electronics Corp. (a)  22,300  833,463
  2,644,989
TOTAL TECHNOLOGY   92,316,610
TRANSPORTATION - 1.7%
AIR TRANSPORTATION - 0.5%
Korean Air   22,500  852,359
Korea Air Lines (a)  5,700  195,117
Northwest Airlines Corp. Class A (a)  29,500  490,438
  1,537,914
RAILROADS - 0.4%
Wisconsin Central Transportation Corp. (a)  32,300  1,340,450
TRUCKING & FREIGHT - 0.8%
Detroit & Canada Tunnel Corp.   1,000  26,000
Expeditors International of Washington, Inc.   87,600  1,905,300
Landstar System, Inc. (a)  20,100  512,550
  2,443,850
TOTAL TRANSPORTATION   5,322,214
UTILITIES - 0.7%
CELLULAR - 0.2%
Cellular Communications International, Inc. (a)  16,000  680,000
ELECTRIC UTILITY - 0.4%
American Electric Power Co., Inc.   36,700  1,211,100
TELEPHONE SERVICES - 0.1%
Transaction Network Services, Inc. (a)  26,300  332,038
TOTAL UTILITIES   2,223,138
TOTAL COMMON STOCKS
(Cost $269,425,751)   291,990,232
NONCONVERTIBLE PREFERRED STOCKS - 0.4%
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - 0.4%
COMPUTER SERVICES & SOFTWARE - 0.4%
Sap AG (Cost $971,362)  2,000 $ 1,071,850
REPURCHASE AGREEMENTS - 6.3%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
(U.S. Treasury obligations), in a joint 
trading account at 5.71% dated 
11/30/94 due 12/1/94  $ 19,804,141  19,801,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $290,198,113)   $ 312,863,082
LEGEND
(a) Non-income producing
INCOME TAX INFORMATION
At November 30, 1994, the aggregate cost of investment securities for
income tax purposes was $290,741,655. Net unrealized appreciation
aggregated $22,121,427, of which $34,808,731 related to appreciated
investment securities and $12,687,304 related to depreciated investment
securities. 
The fund hereby designates $2,265,000 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  NOVEMBER 30, 1994                                                    
 
ASSETS                                                                                     
 
Investment in securities, at value (including repurchase                   $ 312,863,082   
agreements of $19,801,000) (cost $290,198,113) -                                           
See accompanying schedule                                                                  
 
Cash                                                                        299            
 
Receivable for investments sold                                             16,770,830     
 
Receivable for fund shares sold                                             1,036,150      
 
Dividends receivable                                                        303,353        
 
Other receivables                                                           7,218          
 
 TOTAL ASSETS                                                               330,980,932    
 
LIABILITIES                                                                                
 
Payable for investments purchased                           $ 16,685,729                   
 
Payable for fund shares redeemed                             1,720,307                     
 
Accrued management fee                                       219,944                       
 
Other payables and accrued expenses                          152,378                       
 
 TOTAL LIABILITIES                                                          18,778,358     
 
NET ASSETS                                                                 $ 312,202,574   
 
Net Assets consist of:                                                                     
 
Paid in capital                                                            $ 280,486,057   
 
Accumulated undistributed net realized gain (loss) on                       9,053,204      
investments and foreign currency transactions                                              
 
Net unrealized appreciation (depreciation) on                               22,663,313     
investments and assets and liabilities in foreign                                          
currencies                                                                                 
 
NET ASSETS, for 25,380,263 shares outstanding                              $ 312,202,574   
 
NET ASSET VALUE and redemption price per share                              $12.30         
($312,202,574 (divided by) 25,380,263 shares)                                              
 
Maximum offering price per share (100/97.00 of $12.30)                      $12.68         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>           <C>            
AMOUNTS IN THOUSANDS  YEAR ENDED NOVEMBER 30, 1994                                      
 
INVESTMENT INCOME                                                        $ 3,000,859    
Dividends                                                                               
 
Interest                                                                  829,449       
 
 TOTAL INCOME                                                             3,830,308     
 
EXPENSES                                                                                
 
Management fee                                             $ 2,078,686                  
Basic fee                                                                               
 
 Performance adjustment                                     453,019                     
 
Transfer agent fees                                         987,829                     
 
Accounting fees and expenses                                186,755                     
 
Non-interested trustees' compensation                       1,767                       
 
Custodian fees and expenses                                 262,241                     
 
Registration fees                                           47,882                      
 
Audit                                                       25,280                      
 
Legal                                                       2,568                       
 
Reports to shareholders                                     45,806                      
 
Miscellaneous                                               2,557                       
 
 Total expenses before reductions                           4,094,390                   
 
 Expense reductions                                         (104,982)     3,989,408     
 
NET INVESTMENT INCOME (LOSS)                                              (159,100)     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                     
Net realized gain (loss) on:                                                            
 
 Investment securities                                      9,949,671                   
 
 Foreign currency transactions                              (45,211)      9,904,460     
 
Change in net unrealized appreciation (depreciation) on:                                
 
 Investment securities                                      3,046,578                   
 
 Assets and liabilities in foreign currencies               (1,656)       3,044,922     
 
NET GAIN (LOSS)                                                           12,949,382    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                     $ 12,790,282   
OPERATIONS                                                                              
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                      <C>              <C>              
                                                         YEAR ENDED       DECEMBER 28,     
                                                         NOVEMBER 30,     1992             
                                                         1994             (COMMENCEMENT    
                                                                          OF               
                                                                          OPERATIONS) TO   
                                                                          NOVEMBER 30,     
                                                                          1993             
 
INCREASE (DECREASE) IN NET ASSETS                                                          
 
Operations                                               $ (159,100)      $ (177,405)      
Net investment income (loss)                                                               
 
 Net realized gain (loss)                                 9,904,460        6,532,870       
 
 Change in net unrealized appreciation (depreciation)     3,044,922        19,618,391      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          12,790,282       25,973,856      
FROM OPERATIONS                                                                            
 
Distributions to shareholders                             (6,389,367)      -               
From net realized gain                                                                     
 
Share transactions                                        280,505,790      413,120,185     
Net proceeds from sales of shares                                                          
 
 Reinvestment of distributions                            6,209,934        -               
 
 Cost of shares redeemed                                  (235,022,986)    (184,985,120)   
 
 Net increase (decrease) in net assets resulting from     51,692,738       228,135,065     
share transactions                                                                         
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 58,093,653       254,108,921     
 
NET ASSETS                                                                                 
 
 Beginning of period                                      254,108,921      -               
 
 End of period (including accumulated net investment     $ 312,202,574    $ 254,108,921    
loss of $0 and $177,405, respectively)                                                     
 
OTHER INFORMATION                                                                          
Shares                                                                                     
 
 Sold                                                     22,923,675       37,507,976      
 
 Issued in reinvestment of distributions                  516,510          -               
 
 Redeemed                                                 (19,291,537)     (16,276,361)    
 
 Net increase (decrease)                                  4,148,648        21,231,615      
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                                   <C>             <C>                 
                                                      YEAR ENDED      DECEMBER 28, 1992   
                                                      NOVEMBER 30,    (COMMENCEMENT OF    
                                                      1994            OPERATIONS) TO      
                                                                      NOVEMBER 30,        
                                                                      1993                
 
SELECTED PER-SHARE DATA                                                                   
 
Net asset value, beginning of period                  $ 11.97         $ 10.00             
 
Income from Investment Operations                                                         
 
 Net investment loss                                   (.01)E          (.01)              
 
 Net realized and unrealized gain (loss)               .64             1.98               
 
 Total from investment operations                      .63             1.97               
 
Less Distributions                                     (.30)           -                  
From net realized gain                                                                    
 
Net asset value, end of period                        $ 12.30         $ 11.97             
 
TOTAL RETURN B, C                                      5.33%           19.70%             
 
RATIOS AND SUPPLEMENTAL DATA                                                              
 
Net assets, end of period (000 omitted)               $ 312,203       $ 254,109           
 
Ratio of expenses to average net assets D              1.29%           1.32%A             
 
Ratio of expenses to average net assets before         1.32%           1.34%A             
expense reductions D                                                                      
 
Ratio of net investment loss to average net assets     (.05)%          (.10)%A            
 
Portfolio turnover rate                                199%            204%A              
 
</TABLE>
 
A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
E NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1994
 
 
15. 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 of their purchase date are
valued at amortized cost or original cost plus accrued interest, both of
which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, 
income receipts, and expense payments are translated into U.S. dollars at
the prevailing exchange rate on the respective dates of the transactions.
Effective December 1, 1993, the fund adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts, disposition
of foreign currencies, currency gains and losses realized between the trade
and settlement dates on securities transactions, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. Further, as permitted under the SOP, the effects of
changes in foreign currency exchange rates on investments in securities are
not segregated in the Statement of Operations from the effects of changes
in market prices of those securities, but are included with the net
realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
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 withheld where recovery of such taxes is
uncertain.
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.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency transactions, passive foreign investment companies (PFIC),
partnerships and losses deferred due to wash sales. The Fund also utilized
earnings and profits distributed to shareholders on redemption of shares as
a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect net investment income per share. Any taxable income or gain
remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
CHANGE IN ACCOUNTING FOR 
DISTRIBUTIONS TO SHAREHOLDERS. Effective December 1, 1993, the fund adopted
Statement of Position 93-2: Determination, Disclosure, and Financial
Statement Presentation of Income, Capital Gain, and Return of Capital
Distributions by Investment Companies. As a result, the fund changed the
classification of distributions to shareholders to better disclose the
differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, amounts
as of the beginning of the fiscal year have been reclassified to reflect an
increase in paid in capital of $2, a decrease in undistributed net
investment loss of $61,058 and a decrease in accumulated net realized gain
on investments of $61,060.
16. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY 
CONTRACTS. The fund may enter into forward foreign currency contracts. 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.
2. OPERATING POLICIES - 
CONTINUED
FORWARD FOREIGN CURRENCY 
CONTRACTS - CONTINUED
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 affiliated
entities of FMR, may transfer uninvested cash balances into one or more
joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
17. PURCHASES AND SALES 
OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $620,055,011 and $572,102,372, respectively.
18. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2850% to .5200% for the period December 1, 1993 to July
31, 1994 and .2700% to .5200% for the period August 1, 1994 to November 30,
1994. In the event that these rates were lower than the contractual rates
in effect during those periods, FMR voluntarily implemented the above
rates, as they resulted in the same or a lower management fee. The annual
individual fund fee rate is .35%. The basic fee is subject to a performance
adjustment (up to a maximum of (plus/minus) .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 .82% of average net assets after the performance
adjustment.
4. FEES AND OTHER TRANSACTIONS
WITH AFFILIATES - CONTINUED
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $917,800 on sales of shares of the fund.
TRANSFER AGENT FEES. 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 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 $68,291 for the period.
19. 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
$104,982 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, 1994, and the
related statement of operations for the year then ended, the statement of
changes in net assets and the financial highlights for the year then ended
and 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 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, 1994 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 New Millennium Fund as of
November 30, 1994, the results of its operations for the year then ended,
the changes in its net assets and the financial highlights for the year
then ended and for the period December 28, 1992 (commencement of
operations) to November 30, 1993 in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 5, 1995
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity New Millennium Fund voted to pay on
December 12, 1994, to shareholders of record at the opening of business on
December 9, 1994, a distribution of $.24 derived from capital gains
realized from sales of portfolio securities.
A total of 28% of the dividends distributed during the fiscal year
qualifies for the dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January 1995 of the applicable
percentage for use in preparing 1994 income 
tax returns.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Neal Miller, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, 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*
Marvin Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Chase Manhattan Bank, N.A.
New York, NY
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Fidelity Fifty
Growth Company Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Growth 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)
(registered trademark)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



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