FIDELITY MT VERNON STREET TRUST, N-30D, 1996-07-17

FIDELITY MT VERNON STREET TRUST
N-30D, 1996-07-17

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FIDELITY

(registered trademark)
NEW MILLENNIUM(trademark)
FUND
SEMIANNUAL REPORT
MAY 31, 1996
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 25 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 29 Notes to the financial statements.

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, FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
Although stocks have managed to post solid returns through the first five
months of 1996, signs of strength in the economy have led to inflation
fears, causing some uncertainty in bond markets so far this year. In 1995,
both stock and bond markets posted strong results, while the year before,
stocks posted below-average returns and bonds had one of the worst years in
history.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term. You also can help to manage some of the risks of investing
through diversification. 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 types of 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. 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 or guaranteed 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. 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. A fund's total
return 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 securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED MAY 31, 1996 PAST 6 PAST 1 LIFE OF
MONTHS YEAR FUND

New Millennium 18.27% 56.12% 125.05%

New Millennium (incl. 3% sales charge) 14.73% 51.43% 118.30%

S&P 500(registered trademark) 11.79% 28.44% 66.78%

Capital Appreciation Funds Average 15.10% 34.18% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, or since the fund
started on December 28, 1992. For example, if you invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment would
be $1,050. You can compare the fund's returns to the performance of the
Standard & Poor's 500 Index - a common proxy for the U.S. stock market. To
measure how the fund's performance stacked up against its peers, you can
compare it to the capital appreciation funds average, which reflects the
performance of 194 capital appreciation funds with similar objectives
tracked by Lipper Analytical Services over the past six months. Both
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED MAY 31, 1996 PAST 1 LIFE OF
YEAR FUND

New Millennium 56.12% 26.71%

New Millennium (incl. 3% sales charge) 51.43% 25.58%

S&P 500 28.44% 16.10%

Capital Appreciation Funds Average 34.18% n/a

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity New Millennium Fund on December 28, 1992, when the
fund started, and a 3% sales charge was paid. As the chart shows, by May
31, 1996, the value of the investment would have grown to $21,830 - a
118.30% increase on the 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 $16,678 - a 66.78% 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

An interview with Neal Miller, Portfolio Manager of Fidelity New Millennium
Fund
Q. HOW DID THE FUND PERFORM, NEAL?
A. I'm very pleased with the fund's performance. For the six-month period
ended May 31, 1996, the fund returned 18.27%, compared to total returns of
15.10% for the capital appreciation funds average, according to Lipper
Analytical Services, and 11.79% for the Standard & Poor's 500 Index. For
the 12 months ended May 31, 1996, the fund's total return was 56.12%,
compared to 34.18% for the Lipper average and 28.44% for the index.
Q. HOW WOULD YOU DESCRIBE THE INVESTING ENVIRONMENT DURING THE PERIOD?
A. I was fairly optimistic in my outlook. First, history had shown that the
time period leading up to the U.S. presidential election might be one of
strong market performance. I also felt that we were firmly in a sustained
economic recovery, and that the market was attractively priced in terms of
expected earnings over the next year. All of that suggested a good backdrop
for equities in general versus other investment alternatives.
Q. HOW DID THAT TRANSLATE INTO YOUR SPECIFIC STOCK PICKS?
A. Well, I don't pick stocks on a macroeconomic basis. As always, I looked
for established companies that could produce products that can be eagerly
accepted in the marketplace, and that are headed by management that is
strongly committed to taking advantage of opportunities presented by the
marketplace. Given all of that, I saw a few broad trends that were in place
during the period.
Q. CAN YOU GIVE A COUPLE OF EXAMPLES?
A. Sure. One of the most important trends I saw was in companies trying to
get closer to the consumer, or that help other companies do so - what I
think of as a consumer-centric focus. Technology is an obvious forum for
that, in that it allows for faster, more accurate and responsive decisions
by people who have the consumer's ear. I looked at the Internet and
intra-nets as ways to facilitate better and richer transfers of
information. Ascend Communications and U.S. Robotics are examples of
companies that have built some of the technological infrastructure
necessary to support these kinds of efforts. Another source of ideas during
the period was the area of food and agricultural production. I started with
the premise that people are looking to add protein to their diets, and
livestock, specifically chicken, is one of the most efficient protein
sources. It takes grain to feed livestock, and drought conditions in the
U.S. plus mediocre grain yields in South America have combined to create an
environment that I believe could cause grain prices to rise. So I focused
on companies that were trying to increase the productivity of the farmer,
through better seeds and more effective herbicides, as well as food stores
that may also be beneficiaries of higher grain and livestock prices.
Q. WHAT COMPANIES DID YOU INVEST IN TO CAPTURE THAT TREND?
A. IMC Fertilizer, Monsanto and Pioneer Hi-Bred International are some of
the agricultural-related companies that reflected this trend. Others
included Food Lion and Albertson's in the food store area, as well as
chicken farmers such as Tyson Foods.
Q. YOU ALSO MADE A MOVE INTO RETAIL STOCKS OVER THE PERIOD . . .
A. Let me tell you what was behind that move. I continue to believe that
fashion is poised to re-emerge as a means of driving retail sales. Over the
past decade, the number of companies and people actually creating and
selling clothes has been cut roughly in half, and the price per piece of
apparel has fallen. Companies cut costs and consolidated during these
trying times. Now I think the pendulum may have swung to emphasize bold
experimentation with fashion, especially in terms of color. For instance,
Women's Wear Daily started selectively printing pages in color, so
designers can no longer hide behind styling, but must create a total
product to entice consumers. Again, the consumer-centric idea is at work
here, because technology is enabling buyers to quickly gauge what's working
with consumers, and manufacturers can gear up to produce it. I felt that
companies such as Gucci, Nordstrom and Dillard were among the better
prepared to begin creating and selling exciting fashion once again.
Q. DID YOU HAVE ANY DISAPPOINTMENTS OVER THE PERIOD?
A. I was somewhat disappointed in a couple of the technology stocks that
didn't work out as well as I had hoped. BBN, which is an Internet service
provider, has not gained any pricing advantage in Internet servicing,
despite its affiliation with AT&T. Similarly, CMGI has not received the
credit I felt it deserved for its high quality, multimedia and web-tracking
capabilities. Its Internet search engine, Lycos, is a great product that
hasn't achieved the success in attracting advertising that I thought it
might. In both cases, what I believed were good near-term opportunities to
help increase share value have at the least been stretched out somewhat.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SEVERAL MONTHS?
A. I'd say that even though I'm wary of the speculation I see in the
market, I believe there is ample room for reward for companies that can
demonstrate basic earning power over time. Some of the areas I mentioned,
such as fashion and agriculture, are still in the early stages of the
cycles I'm anticipating for them. And, of course, we're still in the very
early stages of possibility for the Internet, and it will take time to
learn just what the limits may be.
FUND FACTS
GOAL: long-term capital
appreciation by investing
mainly in equity securities of
companies that are likely to
benefit from social and
economic trends
START DATE: December 28,
1992
SIZE: as of May 31, 1996,
more than $1.2 billion
MANAGER: Neal Miller, since
1992; manager, Fidelity
Aggressive Equity Portfolio,
since 1990; Fidelity Special
Equity Discipline Fund, 1988-
1990; joined Fidelity in 1988
(checkmark)
NEAL MILLER ON THE EFFECTS OF
THE FUND BEING CLOSED TO
NEW SHAREHOLDERS:
"On May 15, 1996, Fidelity
announced that the New
Millennium Fund would be
closed to new accounts. First,
it's important to note that the
fund is still open to existing
accounts, and that your ability
to make additional investments
is not affected in any way. New
Millennium started in 1992 with
the premise that the fund would
invest in the stocks of
companies likely to benefit
from changes or shifts in social
or economic trends. To a large
extent, performing this type of
`change analysis' means
focusing on many of the small-
and mid-cap companies that
are on the cutting edge of
important new developments.
However, having an excess of
cash to invest could make it
difficult to find enough of the
right kinds of companies for this
portfolio, and possibly hamper
the fund's ability to invest
meaningful amounts in those
stocks. In November 1995,
Fidelity decided to keep the fund
open past its original target
size of $500 million. That
decision was made in
accordance with the belief
that the fund could continue to
find good opportunities in the
areas in which the fund
specializes. However, the
velocity of cash coming into the
fund has significantly
increased, which prompted the
decision to close the fund to
new shareholders. This move
should serve to enhance the
fund's ability to be managed
according to its goal."
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF MAY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

U.S. Robotics Corp. 3.2 6.4

Ascend Communications, Inc. 2.1 2.6

Reading & Bates Corp. 1.9 0.4

IMC Fertilizer Group, Inc. 1.9 0.9

Wolverine World Wide, Inc. 1.7 0.9

Rational Software Corp. 1.6 0.7

Nordstrom, Inc. 1.5 0.0

Primark Corp. 1.5 1.4

Intuit 1.5 1.4

Continental Airlines, Inc. 1.5 0.2

TOP FIVE MARKET SECTORS AS OF MAY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Technology 26.8 39.2

Retail & Wholesale 9.6 3.5

Energy 9.3 6.5

Services 6.9 5.9

Media & Leisure 6.3 3.9

ASSET ALLOCATION
AS OF MAY 31, 1996 * AS OF NOVEMBER 30, 1995 **
Row: 1, Col: 1, Value: 6.8
Row: 1, Col: 2, Value: 45.0
Row: 1, Col: 3, Value: 48.2
Row: 1, Col: 1, Value: 10.5
Row: 1, Col: 2, Value: 44.0
Row: 1, Col: 3, Value: 45.5
Stocks 93.2%
Short-term
investments 6.8%
FOREIGN
INVESTMENTS 7.2%
Stocks 89.5%
Short-term
investments 10.5%
FOREIGN
INVESTMENTS 8.7%
*
**
INVESTMENTS MAY 31, 1996 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 92.8%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 2.7%
AEROSPACE & DEFENSE - 2.7%
AAR Corp. 147,200 $ 3,257
Boeing Co. 175,400 14,953
Fairchild Corp. Class A (a) 349,000 5,104
Kellstrom Industries, Inc. (a) 4,500 37
Precision Castparts Corp. 174,200 7,447
Rohr Industries, Inc. (a) 43,500 919
Sturm Ruger & Co., Inc. 13,000 645
32,362
SHIP BUILDING & REPAIR - 0.0%
Avondale Industries, Inc. (a) 11,700 225
TOTAL AEROSPACE & DEFENSE 32,587
BASIC INDUSTRIES - 5.2%
CHEMICALS & PLASTICS - 4.1%
Avery Dennison Corp. 69,000 3,933
Crompton & Knowles Corp. 480,100 8,462
IMC Fertilizer Group, Inc. 623,900 22,850
Monsanto Co. 104,000 15,795
51,040
IRON & STEEL - 0.7%
SPS Technologies, Inc. (a) 136,200 8,342
METALS & MINING - 0.3%
Kuhlman Corp. 65,300 1,126
Oregon Metallurgical Corp. (a) 45,600 1,414
Uranium Resources, Inc. (a) 96,200 1,479
4,019
PACKAGING & CONTAINERS - 0.1%
Corning, Inc. 10,500 402
Crown Cork & Seal Co., Inc. 10,800 505
907
TOTAL BASIC INDUSTRIES 64,308
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - 1.2%
BUILDING MATERIALS - 0.1%
Coflexip sponsored ADR 32,800 $ 615
Southdown, Inc. 20,300 469
1,084
CONSTRUCTION - 1.0%
Butler Manufacturing Co. 242,950 9,171
Modtech, Inc. 4,300 24
NCI Building Systems, Inc. (a) 91,000 3,117
12,312
ENGINEERING - 0.0%
Stolt Comex Seaway SA 1,800 26
REAL ESTATE - 0.1%
Rouse Co. (The) 9,000 225
Stewart Enterprises, Inc. Class A 33,600 1,588
Sunrise Assisted Living, Inc. 1,100 22
1,835
TOTAL CONSTRUCTION & REAL ESTATE 15,257
DURABLES - 4.9%
AUTOS, TIRES, & ACCESSORIES - 0.3%
Custom Chrome, Inc. (a) 30,200 789
Miller Industries, Inc. (a) 40,750 1,279
O'Reilly Automotive, Inc. (a) 16,800 659
Volkswagen AG 3,000 1,061
3,788
CONSUMER DURABLES - 0.2%
Blyth Industries, Inc. 5,900 271
Minnesota Mining & Manufacturing Co. 35,200 2,402
Spectran Corp. (a) 15,000 317
2,990
CONSUMER ELECTRONICS - 0.5%
Harman International Industries, Inc. 33,900 1,780
Maytag Co. 189,500 4,074
5,854
TEXTILES & APPAREL - 3.9%
Donnkenny, Inc. (a) 7,100 135
Gucci Group NV (NY Reg.) (a) 241,700 16,194
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - CONTINUED
Jones Apparel Group, Inc. (a) 9,300 $ 474
Liz Claiborne, Inc. 19,400 720
Mossimo, Inc. (a) 28,000 1,372
NIKE, Inc. Class B 32,300 3,242
Nine West Group, Inc. (a) 4,600 224
Pacific Sunwear of California, Inc. (a) 25,000 622
Quiksilver (a) 29,800 1,311
Russell Corp. 61,500 1,691
Tommy Hilfiger (a) 23,900 1,315
Wolverine World Wide, Inc. 620,600 20,635
47,935
TOTAL DURABLES 60,567
ENERGY - 9.3%
ENERGY SERVICES - 9.0%
Atwood Oceanics, Inc. (a) 53,200 2,201
BJ Services Co. (a) 46,300 1,563
Baker Hughes, Inc. 96,700 3,034
Diamond Offshore Drilling, Inc. (a) 244,376 11,700
ENSCO International, Inc. (a) 131,700 4,000
Energy Ventures, Inc. (a) 7,900 264
Global Marine, Inc. (a) 794,500 9,733
Marine Drilling Companies, Inc. (a) 267,200 2,705
Noble Drilling Corp. (a) 134,800 1,803
Reading & Bates Corp. (a) 1,053,900 23,186
Rowan Companies, Inc. (a) 460,900 6,971
Smedvig AS 26,700 632
Smith International, Inc. (a) 391,300 12,326
Sonat Offshore Drilling, Inc. 267,500 14,178
Transocean Drilling AS (a) 151,700 4,031
Weatherford Enterra, Inc. (a) 409,950 12,913
111,240
OIL & GAS - 0.3%
Camco International, Inc. 91,400 3,005
3-D Geophysical, Inc. 13,600 156
3,161
TOTAL ENERGY 114,401
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 2.0%
BANKS - 0.7%
Bangkok Bank Ltd. (For. Reg.) 33,000 $ 480
BayBanks, Inc. 68,800 7,430
Wells Fargo & Co. 4,800 1,157
9,067
INSURANCE - 0.4%
ACE Ltd. 31,700 1,553
Conseco, Inc. 84,800 3,074
Core, Inc. (a) 29,800 499
5,126
SAVINGS & LOANS - 0.1%
Security First Network Bank 16,600 666
SECURITIES INDUSTRY - 0.8%
Franklin Resources, Inc. 154,300 9,046
Provida SA sponsored ADR 20,200 449
9,495
TOTAL FINANCE 24,354
HEALTH - 4.7%
DRUGS & PHARMACEUTICALS - 1.1%
Alkermes, Inc. (a) 19,100 297
Alpharma, Inc. Class A 87,600 2,146
Hauser Chemical Research, Inc. (a) 278,500 2,019
Idexx Laboratories (a) 81,400 3,541
Lifecore Biomedical, Inc. (a) 3,500 63
Medimmune, Inc. 9,200 171
Regeneron Pharmaceuticals, Inc. (a) 287,500 4,995
U.S. Bioscience, Inc. (a) 13,300 228
13,460
MEDICAL EQUIPMENT & SUPPLIES - 2.8%
Acuson Corp. (a) 36,700 702
Ballard Medical Products 129,800 2,580
Becton, Dickinson & Co. 17,000 1,445
Biomet, Inc. (a) 197,100 2,759
Dentsply International, Inc. 76,500 3,290
Guidant Corp. 35,100 2,036
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Hillenbrand Industries, Inc. 32,800 $ 1,230
Invacare Corp. 65,900 1,713
Medtronic, Inc. 6,200 349
Oakley, Inc. (a) 36,900 1,877
Pall Corp. 81,800 2,188
Resound Corp. (a) 51,200 614
Sofamor/Danek Group, Inc. (a) 56,900 2,034
Spine-Tech, Inc. (a) 197,600 5,829
Sybron Corp. (a) 133,900 3,632
U.S. Surgical Corp. 42,000 1,439
Zoll Medical Corp. (a) 32,100 490
34,207
MEDICAL FACILITIES MANAGEMENT - 0.8%
Genesis Health Ventures, Inc. 1,300 41
HEALTHSOUTH Rehabilitation Corp. (a) 58,700 2,055
Health Images, Inc. 93,900 904
National Surgery Centers, Inc. (a) 63,150 1,726
Physician Reliance Network, Inc. (a) 106,300 5,581
10,307
TOTAL HEALTH 57,974
INDUSTRIAL MACHINERY & EQUIPMENT - 2.2%
ELECTRICAL EQUIPMENT - 0.1%
AML Communications, Inc. (a) 13,700 394
Detection Systems, Inc. (a) 10,000 141
Omron Corp. 21,000 425
960
INDUSTRIAL MACHINERY & EQUIPMENT - 2.1%
Cascade Corp. 44,800 661
Case Corp. 65,000 3,258
Duriron Co., Inc. 285,900 8,077
Gardner Denver Machinery, Inc. (a) 89,500 2,305
Ionics, Inc. (a) 29,000 1,436
Lindsay Manufacturing Co. (a) 53,400 2,043
Manitowoc Co., Inc. 125,200 4,648
NN Ball & Roller, Inc. 1,200 28
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
PressTek, Inc. (a) 8,300 $ 1,349
Twin Disc, Inc. 43,400 1,025
Valmont Industries, Inc. 20,800 647
25,477
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 26,437
MEDIA & LEISURE - 6.3%
BROADCASTING - 0.8%
American Radio Systems Corp. Class A (a) 24,500 937
Clear Channel Communications, Inc. (a) 40,300 3,274
Infinity Broadcasting Corp. Class A 25,150 685
Lin Television Corp. (a) 46,100 1,475
Metromedia International Group, Inc. (a) 115,071 1,611
PanAmSat Corp. (a) 1,800 51
Tele-Communications Liberty Media Group, Series A (a) 35,375 1,061
9,094
ENTERTAINMENT - 0.1%
Carmike Cinemas, Inc. Class A 18,500 516
Family Golf Centers, Inc. (a) 10,400 280
Premier Parks, Inc. 21,200 429
1,225
LEISURE DURABLES & TOYS - 0.6%
Ag-Chem Equipment, Inc. 30,800 585
Anthony Industries, Inc. 32,000 956
Harley Davidson, Inc. 57,800 2,767
Sports and Recreation, Inc. 95,200 904
West Marine, Inc. 19,500 1,394
Winnebago Industries, Inc. 19,400 199
6,805
LODGING & GAMING - 2.8%
Circus Circus Enterprises, Inc. (a) 112,900 4,699
Grand Casinos, Inc. (a) 139,000 4,865
International Game Technology Corp. 19,600 311
International Speedway Corp. 7,600 2,356
Mirage Resorts, Inc. (a) 87,300 4,965
Penske Motorsports, Inc. (a) 34,800 1,035
Speedway Motorsports (a) 569,700 16,450
34,681
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 1.1%
Harcourt General, Inc. 44,200 $ 2,243
Meredith Corp. 65,300 2,996
Playboy Enterprises, Inc. Class B (a) 30,000 386
Times Mirror Co. Class A 101,100 4,410
Wiley (John) & Sons, Inc. Class A 51,700 1,635
Wolters Kluwer NV 18,105 2,027
13,697
RESTAURANTS - 0.9%
CKE Restaurants, Inc. 40,500 937
Chart House Enterprises, Inc. (a) 77,100 617
Cooker Restaurant Corp. 83,000 1,245
Cracker Barrel Old Country Store, Inc. 19,600 519
Dave & Busters, Inc. (a) 20,000 460
Hometown Buffet, Inc. (a) 15,200 226
Landry's Seafood Restaurants, Inc. (a) 22,400 538
Mortons Restaurant Group, Inc. (a) 7,000 126
Papa John's International, Inc. (a) 35,500 1,748
Quality Dining, Inc. (a) 54,700 1,826
Ryan's Family Steak Houses, Inc. (a) 155,500 1,380
Shoney's, Inc. (a) 152,400 1,867
11,489
TOTAL MEDIA & LEISURE 76,991
NONDURABLES - 3.4%
AGRICULTURE - 0.9%
DEKALB Genetics Corp. Class B 96,600 2,729
Delta & Pine Land Co. 12,550 540
Molinos Rio de La Plata SA Class B (Reg.) 78,100 891
Pioneer Hi-Bred International, Inc. 128,900 7,283
11,443
BEVERAGES - 0.9%
Brown-Forman Corp. Class B 146,100 5,935
Heineken NV 9,600 2,180
PepsiCo, Inc. 82,800 2,753
Zaklady Piwowarskie W Zywcu SA 2,648 212
11,080
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
FOODS - 1.4%
Chiquita Brands International, Inc. 342,300 $ 4,578
Golden Poultry Co., Inc. 19,600 179
Nestle SA (Reg.) 4,200 4,742
Pilgrims Pride Corp. 53,200 379
Riviana Foods, Inc. 57,800 1,069
Sanderson Farms, Inc. 23,000 311
Tyson Foods, Inc. 267,900 6,564
17,822
HOUSEHOLD PRODUCTS - 0.2%
Safeskin Corp. (a) 57,500 2,063
TOBACCO - 0.0%
Souza Cruz Industria Comerico 50,000 358
TOTAL NONDURABLES 42,766
PRECIOUS METALS - 0.4%
Newmont Mining Corp. 84,700 5,103
RETAIL & WHOLESALE - 9.6%
APPAREL STORES - 0.5%
Charming Shoppes, Inc. 196,800 1,574
Dress Barn, Inc. (a) 86,000 1,010
Gap, Inc. 51,700 1,738
Genesco, Inc. (a) 101,400 773
Ross Stores, Inc. 26,400 1,036
Saks Holdings, Inc. 1,500 49
Wet Seal, Inc. Class A 23,300 591
6,771
GENERAL MERCHANDISE STORES - 5.2%
Carrefour Supermarche SA 7,400 4,059
Dayton Hudson Corp. 27,500 2,805
Dillard Department Stores, Inc. Class A 432,200 17,288
Federated Department Stores, Inc. (a) 39,200 1,357
Matahari Putra Prima PT (For. Reg.) 1,037,500 2,280
Mercantile Stores Co., Inc. 178,600 11,520
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - CONTINUED
Neiman-Marcus Group, Inc. (a) 185,800 $ 5,133
Nordstrom, Inc. 364,800 18,605
Woolworth Corp. (a) 39,200 804
63,851
GROCERY STORES - 2.5%
Albertson's, Inc. 217,400 8,669
American Stores Co. 36,200 1,353
Food Lion, Inc.:
Class A 1,527,100 11,740
Class B 100,000 744
Great Atlantic & Pacific Tea Co., Inc. 73,100 2,504
Quality Food Centers, Inc. (a) 33,400 893
Safeway, Inc. (a) 129,700 4,377
30,280
RETAIL & WHOLESALE, MISCELLANEOUS - 1.4%
Action Performance Companies, Inc. 45,800 801
Best Buy Co., Inc. 39,100 890
Borders Group, Inc. (a) 21,800 714
Corporate Express (a) 28,000 1,176
Eagle Hardware & Garden, Inc. 39,200 539
Educational Development Corp. (a) 45,000 439
Gulf South Medical Supply, Inc. (a) 3,700 177
Lowe's Companies, Inc. 41,700 1,428
Orchard Supply Hardware Corp. (a) 144,100 4,125
Petco Animal Supplies, Inc. (a) 35,400 1,009
Sports Authority, Inc. (a) 43,000 1,279
Tiffany & Co., Inc. 19,600 1,487
U.S. Office Products Co. (a) 36,700 1,395
Viking Office Products, Inc. (a) 17,600 504
Zale Corp. (a) 60,300 1,161
17,124
TOTAL RETAIL & WHOLESALE 118,026
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 6.9%
ADVERTISING - 1.2%
CKS Group, Inc. (a) 97,000 $ 3,747
CMG Information Services, Inc. (a) 268,400 6,240
WPP Group PLC ADR 138,800 4,268
14,255
EDUCATIONAL SERVICES - 1.3%
Apollo Group, Inc. Class A (a) 458,772 14,528
ITT Educational Services, Inc. (a) 21,850 661
Nobel Education Dynamics, Inc. 3,600 62
Sylvan Learning Systems (a) 27,800 1,077
16,328
LEASING & RENTAL - 0.0%
Aaron Rents, Inc. Class B (a) 13,300 379
PRINTING - 0.4%
Donnelley (R.R.) & Sons Co. 53,000 1,948
United Stationers, Inc. (a) 129,600 2,657
4,605
SERVICES - 4.0%
ABR Information Services, Inc. (a) 86,625 5,436
AccuStaff, Inc. (a) 65,400 2,060
Angelica Corp. 19,500 480
Corrections Corp. of America (a) 41,100 3,041
Devry, Inc. (a) 70,800 2,814
Gartner Group, Inc. Class A (a) 138,000 4,934
National Education Corp. 39,200 730
Regis Corp. 152,800 6,876
Seattle FilmWorks, Inc. (a) 72,450 1,286
Service Corp. International 94,500 5,280
Sotheby's Holdings, Inc. Class A 462,000 6,583
Veterinary Centers of America, Inc. (a) 297,800 7,408
Wackenhut Corp., Series B 75,900 1,755
Wackenhut Corrections Corp. (a) 10,600 700
49,383
TOTAL SERVICES 84,950
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - 26.8%
COMMUNICATIONS EQUIPMENT - 6.9%
ADC Telecommunications, Inc. 55,600 $ 2,558
Andrew Corp. (a) 77,800 4,221
Aspect Telecommunications Corp. (a) 33,700 1,912
Cisco Systems, Inc. (a) 92,600 5,070
Coherent Communications Systems Corp. (a) 30,000 788
MOSCOM Corp. 25,000 363
Newbridge Networks Corp. 22,900 1,629
Nokia Corp. AB sponsored ADR 31,400 1,366
Northern Telecom Ltd. 160,600 8,689
Pairgain Technologies, Inc. (a) 127,400 12,963
Shiva Corp. (a) 42,600 3,184
Tellabs, Inc. (a) 31,100 2,006
U.S. Robotics Corp. (a) 428,900 39,352
Ultrak, Inc. 4,200 81
84,182
COMPUTER SERVICES & SOFTWARE - 14.3%
Access Health Marketing, Inc. (a) 28,000 1,526
Acxiom Corp. (a) 10,300 322
Adobe Systems, Inc. 80,900 3,003
Affiliated Computer Services, Inc. Class A (a) 46,700 2,242
Arbor Software Corp. (a) 8,600 522
Ascend Communications, Inc. (a) 390,900 26,141
Aspect Development, Inc. 700 21
Atria Software, Inc. (a) 44,400 2,808
BBN Corp. 442,600 11,618
BancTec, Inc. (a) 115,500 2,339
Barra, Inc. (a) 80,900 2,174
CACI International, Inc. Class A (a) 59,400 765
Casino Data Systems 27,300 403
Citrix Systems, Inc. (a) 80,900 6,128
Clarify, Inc. (a) 16,300 827
Computer Sciences Corp. (a) 7,800 615
Computer Horizons Corp. (a) 6,700 313
Comshare, Inc. (a) 60,400 1,782
Data Transmission Network Corp. (a) 34,300 2,204
Desktop Data, Inc. (a) 33,000 1,106
Edmark Corp. (a) 248,150 7,196
Fair Issac & Company, Inc. 8,000 371
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Fiserv, Inc. (a) 10,900 $ 342
General Motors Corp. Class E 59,300 3,343
Henry (Jack) & Associates, Inc. 99,333 3,266
Informix Corp. 11,800 268
Integrated Systems, Inc. (a) 21,300 724
Intuit (a) 349,500 18,174
Lycos, Inc. (a) 46,100 709
MAID (Market Analysis and Information Database) PLC
sponsored ADR 9,800 190
Macromedia, Inc. (a) 33,300 1,419
Medic Computer Systems, Inc. (a) 11,800 1,097
Microsoft Corp. (a) 64,800 7,695
Micrografx, Inc. (a) 1,300 22
National Data Corp. 11,400 430
Netscape Communications Corp. (a) 49,200 3,349
Ozemail Ltd. sponsored ADR 700 10
Parametric Technology Corp. (a) 20,000 915
Peoplesoft, Inc. (a) 15,700 1,111
Primark Corp. (a) 524,800 18,499
Quality Systems, Inc. (a) 53,600 1,581
Rational Software Corp. (a) 318,100 19,762
Remedy Corp. (a) 64,300 5,031
Santa Cruz Operation, Inc. (a) 65,900 502
Security Dynamics Technologies, Inc. (a) 50,400 4,473
Technology Solutions, Inc. (a) 79,500 2,812
Transition Systems, Inc. (a) 17,200 525
Vantive Corp. (a) 108,800 4,148
Viewlogic Systems, Inc. (a) 22,000 344
Wall Data, Inc. (a) 37,400 842
Whittman-Hart, Inc. (a) 700 26
176,035
COMPUTERS & OFFICE EQUIPMENT - 3.7%
Adaptec, Inc. (a) 36,200 2,167
Checkmate Electronics, Inc. (a) 50,900 770
Dell Computer Corp. (a) 200,000 11,075
Diebold, Inc. 206,775 7,883
FileNet Corp. (a) 92,300 4,280
Hewlett-Packard Co. 31,600 3,373
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Hutchinson Technology, Inc. (a) 23,500 $ 1,334
In Focus Systems, Inc. (a) 15,000 863
Intergraph Corp. (a) 165,600 2,174
Microtouch Systems, Inc. (a) 17,700 372
Olivetti & Co. Spa Ord. (a) 5,027,200 3,149
Plannar Systems, Inc. (a) 36,500 557
Seagate Technology (a) 47,000 2,761
Sun Microsystems, Inc. (a) 49,300 3,087
Tech Data Corp. (a) 40,000 930
Telxon Corp. 55,800 1,018
45,793
ELECTRONIC INSTRUMENTS - 0.9%
KLA Instruments Corp. (a) 63,800 1,723
Micrion Corp. 10,300 367
Perkin-Elmer Corp. 128,700 6,821
Photran Corp. 300 4
Waters Corp. (a) 60,000 1,808
10,723
ELECTRONICS - 1.0%
Cascade Communications Corp. (a) 14,600 823
Cirrus Logic, Inc. (a) 182,800 3,884
IMP, Inc. (a) 25,000 388
Integrated Packaging Assembly Corp. (a) 16,700 217
Intel Corp. 46,500 3,511
Linear Technology Corp. 35,100 1,211
Richardson Electronics Ltd. 25,800 268
S-3, Inc. (a) 12,600 178
Supertex, Inc. (a) 105,200 2,117
12,597
TOTAL TECHNOLOGY 329,330
TRANSPORTATION - 5.5%
AIR TRANSPORTATION - 4.9%
Alaska Air Group, Inc. (a) 266,500 6,896
America West Airlines, Inc. Class B (a) 211,600 4,311
Atlantic Coast Airlines, Inc. (a) 30,700 453
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - CONTINUED
AIR TRANSPORTATION - CONTINUED
Atlantic Southeast Airlines, Inc. 24,000 $ 636
Continental Airlines, Inc. (a) 318,800 18,132
Southwest Airlines Co. 240,200 6,575
Trans World Airlines, Inc. (a) 576,500 11,530
UAL Corp. (a) 199,900 11,419
59,952
RAILROADS - 0.1%
Burlington Northern Santa Fe Corp. 23,900 2,026
TRUCKING & FREIGHT - 0.5%
Expeditors International of Washington, Inc. 110,100 3,399
Hunt (J.B.) Transport Services, Inc. 31,200 593
M.S. Carriers, Inc. (a) 28,100 541
USFreightways Corp. 61,100 1,329
5,862
TOTAL TRANSPORTATION 67,840
UTILITIES - 1.7%
CELLULAR - 0.3%
Nordictel Holdings AB (a) 49,000 669
36O Degrees Communications Co. (a) 120,700 2,791
3,460
ELECTRIC UTILITY - 0.5%
Black Hills Corp. 40,000 965
CILCORP, Inc. 24,700 1,053
EVN (Energie-Versor Nieder) 4,660 678
Iberdrola SA 107,500 1,093
Veba AG Ord. 49,400 2,590
6,379
GAS - 0.2%
Williams Companies, Inc. 49,800 2,502
TELEPHONE SERVICES - 0.7%
LCI International, Inc. (a) 69,000 2,199
Midcom Communications, Inc. 19,400 244
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
Telecom Argentina Class B sponsored ADR 18,900 $ 879
Telebras sponsored ADR 74,200 4,777
8,099
TOTAL UTILITIES 20,440
TOTAL COMMON STOCKS
(Cost $942,100) 1,141,331
NONCONVERTIBLE PREFERRED STOCKS - 0.4%
UTILITIES - 0.4%
ELECTRIC UTILITY - 0.1%
RWE AG 29,000 902
TELEPHONE SERVICES - 0.3%
Telecom Italia Mobile Spa de Risp 2,700,000 3,683
TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $4,639) 4,585
REPURCHASE AGREEMENTS - 6.8%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.32% dated
5/31/96 due 6/3/96 $ 83,438 83,401
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,030,140) $ 1,229,317
LEGEND
1. Non-income producing
INCOME TAX INFORMATION
At May 31, 1996, the aggregate cost of investment securities for income tax
purposes was $1,030,195,000. Net unrealized appreciation aggregated
$199,122,000, of which $216,519,000 related to appreciated investment
securities and $17,397,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) MAY 31, 1996 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 1,229,317
agreements of $83,401) (cost $1,030,140) -
See accompanying schedule

Cash 905

Receivable for investments sold 22,371

Receivable for fund shares sold 6,056

Dividends receivable 875

Other receivables 22

TOTAL ASSETS 1,259,546

LIABILITIES

Payable for investments purchased $ 17,366

Payable for fund shares redeemed 9,110

Accrued management fee 701

Other payables and accrued expenses 530

TOTAL LIABILITIES 27,707

NET ASSETS $ 1,231,839

Net Assets consist of:

Paid in capital $ 994,867

Accumulated net investment income (loss) (122)

Accumulated undistributed net realized gain (loss) on 37,917
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 199,177
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 62,565 shares outstanding $ 1,231,839

NET ASSET VALUE and redemption price per share $19.69
($1,231,839 (divided by) 62,565 shares)

Maximum offering price per share (100/97 of $19.69) $20.30

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1996 (UNAUDITED)

INVESTMENT INCOME $ 2,348
Dividends

Interest 1,791

TOTAL INCOME 4,139

EXPENSES

Management fee $ 2,503
Basic fee

Performance adjustment 333

Transfer agent fees 930

Accounting fees and expenses 183

Custodian fees and expenses 42

Registration fees 356

Audit 17

Legal 2

Miscellaneous 3

Total expenses before reductions 4,369

Expense reductions (108) 4,261

NET INVESTMENT INCOME (LOSS) (122)

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

Investment securities 39,263

Foreign currency transactions (19) 39,244

Change in net unrealized appreciation (depreciation) on:

Investment securities 99,265

Assets and liabilities in foreign currencies 1 99,266

NET GAIN (LOSS) 138,510

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 138,388
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED MAY 31, NOVEMBER 30,
1996 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ (122) $ (524)
Net investment income (loss)

Net realized gain (loss) 39,244 67,569

Change in net unrealized appreciation (depreciation) 99,266 77,248

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 138,388 144,293
FROM OPERATIONS

Distributions to shareholders from net realized gains (45,177) (7,211)

Share transactions 1,204,648 507,890
Net proceeds from sales of shares

Reinvestment of distributions 44,308 7,119

Cost of shares redeemed (653,981) (420,641)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 594,975 94,368
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 688,186 231,450

NET ASSETS

Beginning of period 543,653 312,203

End of period (including accumulated net investment $ 1,231,839 $ 543,653
income (loss) of $(122) and $0, respectively)

OTHER INFORMATION
Shares

Sold 66,803 32,962

Issued in reinvestment of distributions 2,689 612

Redeemed (36,949) (28,933)

Net increase (decrease) 32,543 4,641

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED NOVEMBER DECEMBER 28,
ENDED MAY 31, 30, 1992
1996 (COMMENCEMENT
OF OPERATIONS) TO
NOVEMBER 30,

(UNAUDITED) 1995 1994 E 1993

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning $ 18.11 $ 12.30 $ 11.97 $ 10.00
of period

Income from Investment
Operations

Net investment income (loss) - (.02) D, (.01) D (.01)
H

Net realized and unrealized 3.02 6.12 .64 1.98
gain (loss)

Total from investment 3.02 6.10 .63 1.97
operations

Less distributions from net (1.44) (.29) (.30) -
realized gain

Net asset value, end of period $ 19.69 $ 18.11 $ 12.30 $ 11.97

TOTAL RETURN B, C 18.27% 50.92% 5.33% 19.70%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,231,839 $ 543,653 $ 312,203 $ 254,109
(000 omitted)

Ratio of expenses to average 1.15% A 1.20% 1.32% 1.34% A
net assets

Ratio of expenses to average net 1.12% A, F 1.18% F 1.29% F 1.32% A, F
assets after expense reductions

Ratio of net investment income (.03)% A (.15)% (.05)% (.10)% A
(loss) to average net assets

Portfolio turnover rate 145% A 176% 199% 204% A

Average commission rate G $ .0319

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
G FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
H INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND FROM ARETHUSA
OFFSHORE LTD. WHICH AMOUNTED TO $0.01 PER SHARE.
NOTES TO FINANCIAL STATEMENTS
For the period ended May 31, 1996 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity New Millennium Fund (the fund) is a fund of Fidelity Mt. Vernon
Street Trust (the trust) and is authorized to issue an unlimited number of
shares. The trust is registered under the Investment Company Act of 1940,
as amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. 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.
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. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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, which may result in distribution
reclassifications, 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 the per-share allocation between net investment income and realized
and unrealized gain (loss). Accumulated net investment income (loss) and
accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions may
include temporary book and tax basis differences that will reverse in a
subsequent period. Any taxable income or gain remaining at fiscal year end
is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. Losses may arise
from changes in the value of the foreign currency or if the counterparties
do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
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.
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements that
mature in 60 days or less from the date of purchase, and are collateralized
by U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,048,764,000 and $524,944,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The 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 annualized rate of .74% 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 $5,369,000 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES - CONTINUED
shareholder servicing agent. FSC receives account fees and asset-based fees
that vary according to account size and type of account. FSC pays for
typesetting, printing and mailing of all shareholder reports, except proxy
statements. For the period, the transfer agent fees were equivalent to an
annualized rate of .24% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $98,000 for the period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$102,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby interest earned on uninvested cash balances was used
to offset a portion of the fund's expenses. During the period, the fund's
custodian and transfer agent fees were reduced by $1,000 and $5,000,
respectively, under these arrangements.

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)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)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 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
950 Northgate Drive
San Rafael, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, 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
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
29155 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
56 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
1271 Avenue of the
Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
1903 East Ninth Street
Cleveland, 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
2701 Drexel Drive
Houston, TX
1010 Lamar Street
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
511 Pine Street
Seattle, WA
WASHINGTON, DC
1775 K Street, N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, 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)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Neal Miller, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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 *
ADVISORY BOARD
William O. McCoy
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'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE
FIDELITY

(REGISTERED TRADEMARK)
GROWTH COMPANY
FUND
SEMIANNUAL REPORT
MAY 31, 1996
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 27 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 31 Notes to the financial statements.

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. A fund's total
return 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 securities that have grown in value). The fund has a 3% sales charge,
which has been waived from January 1, 1995 through December 31, 1996.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED MAY 31, 1996 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS

Growth Company 10.82% 35.08% 117.94% 328.10%

Growth Company 7.50% 31.03% 111.40% 315.26%
(incl. 3% sales charge)

S&P 500(registered trademark) 11.79% 28.44% 97.37% 269.71%

Growth Funds Average 12.08% 29.46% 92.13% 224.65%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one, five, or 10 years. For
example, if you invested $1,000 in a fund that had a 5% return over the
past year, the value of your investment would be $1,050. You can compare
the fund's returns to the performance of the Standard & Poor's 500 Index -
a common proxy for the U.S. stock market. To measure how the fund's
performance stacked up against its peers, you can compare it to the growth
funds average, which reflects the performance of 648 growth funds with
similar objectives tracked by Lipper Analytical Services over the past six
months. Both benchmarks include reinvested dividends and capital gains, if
any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED MAY 31, 1996 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Growth Company 35.08% 16.86% 15.65%

Growth Company 31.03% 16.15% 15.30%
(incl. 3% sales charge)

S&P 500 28.44% 14.56% 13.94%

Growth Funds Average 29.46% 13.67% 12.07%

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
IMAHDR PRASUN SHR__CHT 19960531 19960612 120512 S00000000000001
Growth Company SP Standard & Poor 500
00025 SP001
1986/05/31 9700.00 10000.00
1986/06/30 9751.49 10169.00
1986/07/31 8948.30 9600.55
1986/08/31 9262.37 10312.91
1986/09/30 8423.14 9460.04
1986/10/31 9051.27 10005.88
1986/11/30 8932.86 10249.02
1986/12/31 8730.79 9987.67
1987/01/31 9839.47 11333.01
1987/02/28 10736.80 11780.67
1987/03/31 10624.64 12121.13
1987/04/30 10232.06 12013.25
1987/05/31 10194.67 12117.76
1987/06/30 10362.92 12729.71
1987/07/31 10842.74 13375.11
1987/08/31 11546.89 13874.00
1987/09/30 11285.17 13570.16
1987/10/31 8281.61 10647.15
1987/11/30 7415.44 9769.82
1987/12/31 8582.67 10513.31
1988/01/31 8615.63 10955.92
1988/02/29 9142.99 11466.46
1988/03/31 9248.46 11112.15
1988/04/30 9142.99 11235.49
1988/05/31 9096.84 11333.24
1988/06/30 9868.10 11853.44
1988/07/31 9663.75 11808.39
1988/08/31 9268.23 11406.91
1988/09/30 9788.99 11892.84
1988/10/31 9683.52 12223.46
1988/11/30 9551.69 12048.67
1988/12/31 9961.36 12259.52
1989/01/31 10658.66 13156.92
1989/02/28 10639.84 12829.31
1989/03/31 11005.10 13128.23
1989/04/30 11755.90 13809.59
1989/05/31 12675.81 14368.88
1989/06/30 12215.86 14286.97
1989/07/31 13034.31 15577.09
1989/08/31 13568.67 15882.40
1989/09/30 13954.22 15817.28
1989/10/31 13812.17 15450.32
1989/11/30 13873.05 15765.51
1989/12/31 14109.41 16143.88
1990/01/31 13035.54 15060.62
1990/02/28 13609.76 15254.91
1990/03/31 14340.59 15659.16
1990/04/30 14131.78 15267.68
1990/05/31 15615.80 16756.28
1990/06/30 15794.78 16642.34
1990/07/31 15302.59 16589.08
1990/08/31 13714.16 15089.43
1990/09/30 12498.61 14354.57
1990/10/31 12558.27 14292.85
1990/11/30 13900.60 15216.17
1990/12/31 14616.51 15640.70
1991/01/31 16264.60 16322.63
1991/02/28 17316.09 17489.70
1991/03/31 18255.72 17912.95
1991/04/30 18091.66 17955.94
1991/05/31 19053.66 18731.64
1991/06/30 17770.99 17873.73
1991/07/31 19180.44 18706.65
1991/08/31 20008.21 19149.99
1991/09/30 19888.89 18830.19
1991/10/31 19844.15 19082.51
1991/11/30 19105.87 18313.49
1991/12/31 21680.71 20408.55
1992/01/31 21924.68 20028.95
1992/02/29 22110.96 20289.33
1992/03/31 20968.96 19893.69
1992/04/30 20564.00 20478.56
1992/05/31 20539.70 20578.91
1992/06/30 19810.77 20272.28
1992/07/31 20515.41 21101.42
1992/08/31 19956.56 20668.84
1992/09/30 20272.43 20912.73
1992/10/31 21365.83 20985.93
1992/11/30 22783.20 21701.55
1992/12/31 23402.78 21968.47
1993/01/31 23971.15 22153.01
1993/02/28 23301.28 22454.29
1993/03/31 24132.26 22928.08
1993/04/30 23869.40 22373.22
1993/05/31 25209.14 22972.82
1993/06/30 25302.41 23039.44
1993/07/31 24895.40 22947.28
1993/08/31 25912.93 23816.98
1993/09/30 26642.15 23633.59
1993/10/31 27006.76 24122.81
1993/11/30 26209.70 23893.64
1993/12/31 27191.58 24182.76
1994/01/31 28073.61 25004.97
1994/02/28 27622.78 24327.33
1994/03/31 26336.04 23266.66
1994/04/30 26645.98 23564.48
1994/05/31 26495.71 23950.93
1994/06/30 25274.71 23364.14
1994/07/31 25857.03 24130.48
1994/08/31 27171.95 25119.83
1994/09/30 26627.20 24504.39
1994/10/31 27491.29 25055.74
1994/11/30 26533.28 24143.21
1994/12/31 26586.72 24501.26
1995/01/31 26294.13 25136.57
1995/02/28 27386.46 26116.15
1995/03/31 28459.29 26886.83
1995/04/30 29688.17 27678.65
1995/05/31 30741.50 28784.97
1995/06/30 33023.71 29453.64
1995/07/31 35481.46 30430.32
1995/08/31 35920.35 30506.70
1995/09/30 36934.66 31794.09
1995/10/31 36729.85 31680.58
1995/11/30 37471.08 33071.36
1995/12/31 37118.51 33708.31
1996/01/31 38017.33 34855.74
1996/02/29 38902.17 35178.86
1996/03/31 39200.55 35517.63
1996/04/30 40414.64 36041.16
1996/05/31 41525.83 36970.66
IMATRL PRASUN SHR__CHT 19960531 19960612 120518 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was invested
in Fidelity Growth Company Fund on May 31, 1986, and the maximum 3% sales
charge was paid. As the chart shows, by May 31, 1996, the value of the
investment would have grown to $41,526 - a 315.26% increase on the 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 $36,971 - a 269.71% 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 MANAGERS' OVERVIEW

NOTE TO SHAREHOLDERS: On June 3, 1996, Larry Greenberg (right photo)
replaced Bob Stansky as manager of the fund. The following is an interview
with Bob Stansky covering the past six months, followed by Larry
Greenberg's outlook.
Q. HOW DID THE FUND PERFORM, BOB?
B.S. For the six-month period ended May 31, 1996, the fund had a total
return of 10.82%. Looking longer term, for the past year the fund returned
35.08%. For the same periods, the growth funds average total return
according to Lipper Analytical Services was 12.08% for six months and
29.46% for the year. Additionally, the Standard & Poor's 500 Index returned
11.79% for the six-month time frame and 28.44% for the past year.
Q. WHY DO YOU THINK THE FUND UNDERPERFORMED BOTH THE S&P 500 AND ITS PEER
GROUP OVER THE PAST SIX MONTHS?
B.S. The fund's underperformance in the past six months can be attributed
to its performance in the month of December. In that month, Wall Street's
concerns during the last months of 1995 over future earnings growth of
technology-related companies came to a head. This caused the stock prices
of many technology companies to fall, thus hurting the fund. I think,
though, it's important to note that the fund continued to outperform over
the past year.
Q. THE STOCK MARKET CERTAINLY CONTINUED TO SURGE AHEAD . . .
B.S. Price as well as trading volume records continued to be set over the
past six months. The difference so far in 1996 compared to 1995 is higher
interest rates. While increasing interest rates indicate a growing economy,
they also mean corporate borrowing costs will go up. Additionally, higher
interest rates make bonds look more attractive on a yield basis when
compared to stocks. Yet, despite rising rates, stocks continued to do
relatively well. This was due in part to strong corporate earnings in the
first quarter, a large amount of cash inflows into mutual funds and
widespread optimism about the market.
Q. MUCH HAS BEEN WRITTEN IN THE FINANCIAL MEDIA ABOUT THE MARKET'S SHIFT
FROM LARGE, BLUE CHIP STOCKS TO SMALLER STOCKS. DO YOU THINK THIS WAS SO?
B.S. Generally speaking, this shift from blue chips to smaller companies
was true, but I think it's important to go beyond this generalization and
examine the evidence. First of all, there are many large, well-established
companies - such as Microsoft, one of the fund's top holdings - that did
very well. Also, many of the large companies that have underperformed
recently are those that were adversely affected by a strong dollar. A
strong dollar hurts the competitiveness of American exports as prices for
American goods would be higher relative to those of other countries.
Additionally, a company's reported profits are hurt by a strong currency
after the translation of overseas earnings back into dollars.
Q. SIX MONTHS AGO, YOU SAID YOU WERE LOWERING THE FUND'S TECHNOLOGY
POSITION BECAUSE OF THE HIGH VALUATIONS OF MANY TECHNOLOGY STOCKS. WAS THIS
THE SAME REASON YOU CONTINUED TO LOWER THE FUND'S TECHNOLOGY WEIGHTING
DURING THE PERIOD?
B.S. I believe that stock prices follow earnings over the long run, and I
rotated out of those companies that faced earnings pressure. While growth
in some technology-related industries appeared to slow, I believed
networking, software and Internet companies remained attractive growth
areas because they offered more efficient tools for business. For example,
Microsoft's much anticipated Windows NT software is a 32-bit operating
system that was designed to get the most out of Intel's Pentium processor -
which runs many of the world's personal computers. Other examples include
the explosion in the use of the local area network in America's offices -
which benefited networking hardware and software companies such as Cisco
Systems and Sun Microsystems - and the rise of the Internet as a means of
communication and commerce.
Q. WAS THE POSITIVE IMPACT OF THE FUND'S FINANCIAL STOCKS FELT ONLY BEFORE
INTEREST RATES ROSE IN FEBRUARY?
B.S. Although some interest-rate sensitive stocks - such as Fannie Mae -
lost ground when rates rose in February, the financial sector did not move
downward in lockstep. For the most part, banks - such as Citicorp - and
brokerage firms - such as Merrill Lynch - continued to perform well because
of the strength of their underlying businesses and a large amount of
financial activity.
Q. WHAT WAS BEHIND THE RUN-UP IN THE PRICES OF OIL AND OIL SERVICE
COMPANIES?
B.S. Crude-oil and natural-gas prices have risen steadily over the past
year. In addition, positive supply and demand dynamics and improved company
fundamentals have made refining and other segments of the oil business
attractive. These factors have not only benefited the large oil companies,
but also oil-service firms such as Schlumberger.
Q. THE FUND'S RETAIL HOLDINGS HAVE INCREASED. DO YOU SENSE THIS BEATEN-DOWN
SECTOR MAY BE TURNING AROUND?
B.S. Companies like the Gap and Home Depot have shown the ability to grow
earnings even in the difficult retail environment we've seen over the past
year. In terms of the sector as whole, however, while there were some
improvements in sales, I don't believe you can proclaim an industry
turnaround until you see consistent earnings improvement.
Q. WERE THERE ANY DISAPPOINTMENTS?
B.S. As stated before, the fund's performance was hurt by the falling
prices of technology stocks. Unfortunately, rising inventories in some
areas of the technology sector served to slow growth rates.
Q. TURNING TO YOU LARRY, WHAT'S YOUR OUTLOOK?
L.G. There is no question that the market has gone a long time without a
meaningful correction and many stocks are approaching fair value. If rates
continue to climb, or cash flows into mutual funds slow, I believe a
healthy correction at some point is likely. I use the word healthy because
corrections give me an opportunity to reposition the fund back into the
names that I like the most at more attractive valuations. Those people that
believe a correction is imminent, however, may be surprised as the market
has been up in the May through November time frame in 21 of the last 23
presidential election years.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGERS' VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
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 May 31, 1996,
more than $8.5 billion
MANAGER: Larry Greenberg,
since June 1996; manager,
Fidelity Emerging Growth
Fund, since 1993; manager,
Fidelity Advisor Equity
Growth Fund, since June
1996; joined Fidelity 1986
(checkmark)
LARRY GREENBERG ON HIS
INVESTMENT STYLE:
"I'm a pure growth investor. I
believe that 90% of what
drives stock prices is
earnings. As a manager, my
job is to find the companies
that I believe are growing the
fastest because more often
than not their stocks will
outperform in any type of
market environment.
"I use a bottom-up,
stock-by-stock approach to
investing which involves
company management
interviews and developing an
extensive understanding of a
company's fundamentals.
Additionally, I rely on Fidelity's
extensive in-house research
staff to help me target
attractive investments for my
funds."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF MAY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 2.1 2.3

Cisco Systems, Inc. 1.9 2.3

Philip Morris Companies, Inc. 1.8 2.1

Microsoft Corp. 1.4 1.2

Oracle Systems Corp. 1.3 2.1

Federal National Mortgage 1.3 1.6
Association

Johnson & Johnson 1.3 1.0

Citicorp 1.2 1.3

Chrysler Corp. 1.2 1.1

Intel Corp. 1.2 0.7

TOP FIVE MARKET SECTORS AS OF MAY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Technology 23.5 31.7

Health 11.2 9.1

Finance 10.7 10.2

Retail & Wholesale 10.0 7.5

Utilities 5.3 6.8

ASSET ALLOCATION
AS OF MAY 31, 1996 * AS OF NOVEMBER 30, 1995 **
Row: 1, Col: 1, Value: 14.1
Row: 1, Col: 2, Value: 45.9
Row: 1, Col: 3, Value: 40.0
Stocks 85.9%
Short-term
investments 14.1%
FOREIGN
INVESTMENTS 2.8%
Row: 1, Col: 1, Value: 14.1
Row: 1, Col: 2, Value: 45.9
Row: 1, Col: 3, Value: 40.0
Stocks 84.9%
Short-term
investments 15.1%
FOREIGN
INVESTMENTS 2.6%
*
**
INVESTMENTS MAY 31, 1996 (UNAUDITED)

Showing Percentage of Total Value of Investments in Securities

COMMON STOCKS - 84.9%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.5%
AEROSPACE & DEFENSE - 0.5%
Boeing Co. 71,100 $ 6,061
General Motors Corp. Class H 549,500 33,382
39,443
DEFENSE ELECTRONICS - 0.0%
KVH Industries, Inc. (a) 53,300 546
TOTAL AEROSPACE & DEFENSE 39,989
BASIC INDUSTRIES - 3.0%
CHEMICALS & PLASTICS - 1.5%
Airgas, Inc. (a) 418,600 8,738
Dow Chemical Co. 87,500 7,317
du Pont (E.I.) de Nemours & Co. 468,200 37,339
IMC Fertilizer Group, Inc. 181,500 6,647
Monsanto Co. 286,600 43,527
Praxair, Inc. 99,300 4,034
Rohm & Haas Co. 174,300 11,809
Union Carbide Corp. 304,200 13,119
132,530
IRON & STEEL - 0.1%
Nucor Corp. 92,300 5,076
METALS & MINING - 0.5%
Aluminum Co. of America 439,800 27,103
Inco Ltd. 404,400 13,193
40,296
PACKAGING & CONTAINERS - 0.0%
Corning, Inc. 49,400 1,890
PAPER & FOREST PRODUCTS - 0.9%
Boise Cascade Corp. 149,300 6,271
Champion International Corp. 513,500 22,658
Fort Howard Corp. (a) 296,700 6,157
Georgia-Pacific Corp. 267,600 19,334
International Paper Co. 323,100 12,884
Mead Corp. 72,800 3,913
Temple-Inland, Inc. 79,600 3,920
75,137
TOTAL BASIC INDUSTRIES 254,929
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONGLOMERATES - 0.2%
American Standard Companies, Inc. (a) 49,500 $ 1,466
United Technologies Corp. 164,000 17,937
19,403
CONSTRUCTION & REAL ESTATE - 0.1%
BUILDING MATERIALS - 0.1%
Armstrong World Industries, Inc. 112,700 6,635
CONSTRUCTION - 0.0%
Centex Corp. 166,400 5,013
ENGINEERING - 0.0%
MasTec, Inc. 4,700 147
REAL ESTATE - 0.0%
Sunrise Assisted Living, Inc. 9,500 237
TOTAL CONSTRUCTION & REAL ESTATE 12,032
DURABLES - 4.9%
AUTOS, TIRES, & ACCESSORIES - 3.3%
Autozone, Inc. (a) 1,417,100 49,776
Chrysler Corp. 1,549,000 103,202
Ford Motor Co. 685,600 25,024
General Motors Corp. 1,226,863 67,631
Goodyear Tire & Rubber Co. 212,500 10,731
Honda Motor Co. Ltd. 67,000 1,611
Lear Corp. (a) 12,100 467
Magna International, Inc. Class A 98,600 4,755
Pep Boys-Manny, Moe & Jack 619,200 20,434
Scania AB:
Class A 124,300 3,522
Class B 124,300 3,522
290,675
CONSUMER ELECTRONICS - 0.3%
Harman International Industries, Inc. 120,400 6,321
Whirlpool Corp. 315,600 17,950
24,271
HOME FURNISHINGS - 0.1%
Leggett & Platt, Inc. 193,200 5,482
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - 1.2%
Adidas AG (b) 55,500 $ 4,174
Adidas AG 700 53
Designer Holdings Ltd. (a) 13,000 400
Gucci Group NV (NY Reg.) (a) 198,300 13,286
Intimate Brands, Inc. Class A 21,900 474
Liz Claiborne, Inc. 76,500 2,840
NIKE, Inc. Class B 468,500 47,026
Nine West Group, Inc. (a) 154,300 7,503
Reebok International Ltd. 271,500 8,247
Tommy Hilfiger (a) 433,200 23,826
107,829
TOTAL DURABLES 428,257
ENERGY - 1.5%
ENERGY SERVICES - 0.9%
Diamond Offshore Drilling, Inc. (a) 123,100 5,893
Halliburton Co. 12,700 706
McDermott International, Inc. 43,600 948
Schlumberger Ltd. 673,600 56,161
Varco International, Inc. 197,500 3,283
Western Atlas, Inc. (a) 202,900 12,428
79,419
OIL & GAS - 0.6%
British Petroleum PLC ADR 206,025 21,710
Burlington Resources, Inc. 148,700 5,651
Elf Aquitaine SA sponsored ADR 49,300 1,806
Enron Oil & Gas Co. 198,000 4,999
Union Pacific Resources Group, Inc. 299,600 7,715
Unocal Corp. 274,016 8,906
50,787
TOTAL ENERGY 130,206
FINANCE - 10.7%
BANKS - 4.0%
Advanta Corp. 265,100 14,978
Bank of Boston Corp. 29,700 1,481
Bank of New York Co., Inc. 898,900 46,630
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
BANKS - CONTINUED
BankAmerica Corp. 761,900 $ 57,333
Chase Manhattan Corp. 592,212 41,455
Citicorp 1,273,700 106,991
Fleet Financial Group, Inc. 98,900 4,364
NationsBank Corp. 405,190 32,871
Norwest Corp. 86,800 3,027
Summit Bancorp 29,300 1,066
Synovus Financial Corp. 76,650 1,763
Wells Fargo & Co. 157,266 37,901
349,860
CREDIT & OTHER FINANCE - 2.1%
American Express Co. 1,904,516 87,132
Beneficial Corp. 208,300 12,133
Concord EFS, Inc. (a) 17,700 611
Dean Witter, Discover & Co. 79,100 4,687
First USA Paymentech, Inc. 2,300 107
First USA, Inc. 606,625 35,184
Green Tree Financial Corp. 543,800 17,809
Household International, Inc. 261,417 18,103
MBNA Corp. 99,100 3,035
178,801
FEDERAL SPONSORED CREDIT - 2.1%
Federal Home Loan Mortgage Corporation 687,600 56,813
Federal National Mortgage Association 3,709,800 114,540
Student Loan Marketing Association 82,800 6,158
177,511
INSURANCE - 1.0%
ACE Ltd. 51,300 2,514
Aetna Life & Casualty Co. 144,200 10,635
Allmerica Financial Corp. (a) 11,200 297
Allstate Corp. 7,345 310
American International Group, Inc. 113,800 10,726
CIGNA Corp. 105,100 12,073
Capital Re Corp. 53,100 1,938
Chubb Corp. (The) 154,800 7,218
Enhance Financial Services Group Corp. 49,500 1,435
General Re Corp. 140,300 20,484
Travelers/Aetna Property Casualty Corp. Class A (a) 56,300 1,534
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Travelers, Inc. (The) 313,350 $ 13,004
UNUM Corp. 94,200 5,558
87,726
SAVINGS & LOANS - 0.0%
Security First Network Bank 900 36
SECURITIES INDUSTRY - 1.5%
Alex Brown, Inc. 60,000 3,465
Daiwa Securities Co. Ltd. 467,000 6,263
Lehman Brothers Holdings, Inc. 133,700 3,276
Merrill Lynch & Co., Inc. 923,500 59,797
Morgan Stanley Group, Inc. 684,500 33,883
Nomura Securities Co. Ltd. 297,000 5,604
Schwab (Charles) Corp. 421,600 10,224
Yamaichi Securities Co. Ltd. 897,000 6,471
128,983
TOTAL FINANCE 922,917
HEALTH - 11.2%
DRUGS & PHARMACEUTICALS - 6.1%
Allergan, Inc. 150,900 5,810
ALZA Corp. Class A (a) 341,400 9,730
American Home Products Corp. 1,067,400 57,106
Amgen, Inc. (a) 552,140 32,852
Biogen, Inc. (a) 546,200 33,045
Bristol-Myers Squibb Co. 418,700 35,747
Cytogen Corp. (a) 95 1
Cytyc Corp. (a) 2,800 88
Elan Corp. PLC ADR (a) 293,900 18,442
Genentech, Inc. special 100,000 5,263
Genetics Institute, Inc. (a) 31,100 2,130
IVAX Corp. 128,000 3,520
Lilly (Eli) & Co. 1,531,100 98,373
Merck & Co., Inc. 1,227,900 79,353
Millennium Pharmaceuticals, Inc. (a) 5,600 113
Pharmacia & Upjohn, Inc. 207,500 8,482
Pfizer, Inc. 1,036,500 73,332
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Rhone Poulenc Rorer, Inc. 103,800 $ 6,721
Schering-Plough Corp. 584,600 34,272
SmithKline Beecham PLC ADR Ord. 198,200 10,108
Warner-Lambert Co. 159,400 8,926
Watson Pharmaceuticals, Inc. (a) 30,100 1,355
524,769
MEDICAL EQUIPMENT & SUPPLIES - 2.6%
AmeriSource Health Corp. Class A 197,500 6,666
Arterial Vascular Engineering, Inc. (a) 27,100 1,143
Becton, Dickinson & Co. 270,700 23,010
Boston Scientific Corp. (a) 305,400 13,094
General Surgical Innovations, Inc. (a) 7,700 154
Guidant Corp. 440,300 25,537
Heartport, Inc. (a) 5,600 218
Johnson & Johnson 1,136,200 110,637
McKesson Corp. 54,000 2,518
Medtronic, Inc. 370,300 20,829
Millipore Corp. 52,500 2,303
Omnicare, Inc. 179,700 10,018
Pall Corp. 22,800 610
St. Jude Medical, Inc. (a) 201,500 7,657
224,394
MEDICAL FACILITIES MANAGEMENT - 2.5%
ARV Assisted Living, Inc. (a) 49,600 992
Columbia/HCA Healthcare Corp. 847,700 45,670
HEALTHSOUTH Rehabilitation Corp. (a) 1,305,400 45,689
Living Centers of America, Inc. (a) 98,800 3,730
Multicare Companies, Inc. (a) 47,550 951
National Surgery Centers, Inc. (a) 24,900 681
Neurocrine Biosciences, Inc. 5,600 62
OrNda Healthcorp (a) 100,000 2,513
Oxford Health Plans, Inc. (a) 496,000 23,436
Phymatrix Corp. (a) 33,500 829
Physicians Resource Group, Inc. 197,500 5,876
Sierra Health Services, Inc. (a) 48,600 1,567
United HealthCare Corp. 638,600 35,043
U.S. Healthcare, Inc. 939,400 50,962
Vencor, Inc. (a) 82,700 2,615
220,616
TOTAL HEALTH 969,779
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 3.9%
ELECTRICAL EQUIPMENT - 2.5%
Cyberoptics Corp. 22,900 $ 361
Emerson Electric Co. 252,100 21,586
General Electric Co. 2,181,900 180,552
Honeywell, Inc. 24,000 1,218
Leitch Technology Corp. (a) 105,000 2,927
Scientific-Atlanta, Inc. 356,200 6,723
Sensormatic Electronics Corp. 27,300 488
Telular Corp. (a) 16,400 95
213,950
INDUSTRIAL MACHINERY & EQUIPMENT - 1.1%
Case Corp. 341,300 17,108
Caterpillar, Inc. 426,200 27,969
Deere & Co. 1,034,500 43,061
UCAR International, Inc. (a) 267,600 11,440
99,578
POLLUTION CONTROL - 0.3%
Republic Industries, Inc. (a) 42,100 2,189
Sanifill, Inc. (a) 40,800 1,831
Superior Services, Inc. (a) 15,500 263
WMX Technologies, Inc. 548,300 19,328
23,611
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 337,139
MEDIA & LEISURE - 4.8%
BROADCASTING - 1.2%
American Radio Systems Corp. Class A (a) 91,800 3,511
Comcast Corp. Class A special 253,500 4,405
Emmis Broadcasting Corp. Class A (a) 71,300 3,137
Grupo Televisa SA de CV sponsored ADR (a) 249,500 7,672
Infinity Broadcasting Corp. Class A 213,888 5,828
PanAmSat Corp. (a) 67,200 1,898
Paxson Communications Corp. (a) 99,100 1,264
Sinclair Broadcast Group, Inc. Class A (a) 42,600 1,619
TCI Group Class A 320,000 6,040
Tele-Communications Liberty Media Group, Series A (a) 13,750 413
Time Warner, Inc. 622,733 25,143
Viacom, Inc.:
Class A (a) 138,004 5,693
Class B (non-vtg.) (a) 830,230 35,181
101,804
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
ENTERTAINMENT - 0.2%
Disney (Walt) Co. 210,200 $ 12,770
Livent, Inc. (a) 62,000 607
MGM Grand, Inc. (a) 124,800 5,678
Premier Parks, Inc. 16,600 336
19,391
LEISURE DURABLES & TOYS - 0.1%
Callaway Golf Co. 222,900 6,715
Hasbro, Inc. 98,800 3,730
Nintendo Co. Ltd. Ord. 15,900 1,171
11,616
LODGING & GAMING - 1.9%
Bristol Hotel Co. (a) 6,800 195
Circus Circus Enterprises, Inc. (a) 140,000 5,828
Doubletree Corp. (a) 128,400 4,558
HFS, Inc. (a) 1,369,800 85,441
Hilton Hotels Corp. 245,480 26,450
Host Marriott Corp. 99,200 1,302
ITT Corp. 71,000 4,367
La Quinta Motor Inns, Inc. 87,000 2,741
Mirage Resorts, Inc. (a) 459,800 26,151
Penske Motorsports, Inc. (a) 16,100 479
Suburban Lodges of America, Inc. 3,100 76
Sun International Hotels Ltd. Ord. (a) 14,300 722
Trump Hotels & Casino Resorts, Inc. (a) 99,600 3,137
Wyndham Hotel Corp. 4,900 109
161,556
PUBLISHING - 0.7%
Dow Jones & Co., Inc. 177,300 6,937
Gannett Co., Inc. 195,700 13,650
Hollinger International, Inc. Class A 197,600 2,445
K-III Communications Corp. (a) 199,700 2,546
Knight-Ridder, Inc. 236,900 17,708
Scholastic Corp. (a) 82,900 5,161
Times Mirror Co. Class A 213,200 9,301
Tribune Co. 8,700 645
58,393
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 0.7%
Apple South, Inc. 173,400 $ 4,335
Applebee's International, Inc. 49,500 1,405
Brinker International, Inc. (a) 50,900 853
Cracker Barrel Old Country Store, Inc. 13,800 366
Landry's Seafood Restaurants, Inc. 474,700 11,393
Lone Star Steakhouse Saloon 373,000 15,060
Outback Steakhouse, Inc. (a) 384,900 14,578
Starbucks Corp. (a) 605,500 16,424
64,414
TOTAL MEDIA & LEISURE 417,174
NONDURABLES - 2.8%
BEVERAGES - 0.7%
Coca-Cola Company (The) 396,200 18,225
Panamerican Beverages, Inc. Class A 94,800 3,982
PepsiCo, Inc. 1,033,800 34,374
Seagram Co. Ltd. 151,400 5,238
61,819
FOODS - 0.1%
Nabisco Holdings Corp. Class A 310,500 10,518
HOUSEHOLD PRODUCTS - 0.2%
Gillette Co. 291,100 17,211
Revlon, Inc. Class A (a) 9,000 282
17,493
TOBACCO - 1.8%
Philip Morris Companies, Inc. 1,532,600 152,302
RJR Nabisco Holdings Corp. 106,340 3,523
155,825
TOTAL NONDURABLES 245,655
PRECIOUS METALS - 0.0%
Bre-X Minerals Ltd. 46,300 874
RETAIL & WHOLESALE - 10.0%
APPAREL STORES - 1.9%
Charming Shoppes, Inc. 280,100 2,241
Gap, Inc. 2,160,000 72,630
Gymboree Corp. (a) 230,400 7,834
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
APPAREL STORES - CONTINUED
Just For Feet, Inc. (a) 357,150 $ 19,152
Limited, Inc. (The) 797,541 16,549
Loehmanns, Inc. (a) 6,200 160
Melville Corp. 468,100 19,017
Payless Shoesource, Inc. (a) 44,496 1,251
Ross Stores, Inc. 12,900 506
Saks Holdings, Inc. 10,200 332
TJX Companies, Inc. 583,414 20,565
Talbots, Inc. 140,700 4,590
164,827
DRUG STORES - 0.2%
General Nutrition Companies, Inc. (a) 1,008,100 15,626
GENERAL MERCHANDISE STORES - 2.6%
Consolidated Stores Corp. (a) 148,100 5,609
Cost Plus, Inc. (a) 7,400 202
Dayton Hudson Corp. 532,300 54,295
Dillard Department Stores, Inc. Class A 187,300 7,492
Federated Department Stores, Inc. (a) 722,200 25,006
May Department Stores Co. (The) 278,100 13,175
99 Cents Only Stores 4,300 66
Nordstrom, Inc. 6,200 316
Price/Costco, Inc. (a) 664,800 13,296
Sears, Roebuck & Co. 635,900 32,351
Wal-Mart Stores, Inc. 2,739,400 70,882
Woolworth Corp. (a) 189,200 3,879
226,569
GROCERY STORES - 0.0%
Richfood Holdings, Inc. Class A 49,500 1,658
RETAIL & WHOLESALE, MISCELLANEOUS - 5.3%
Bed Bath & Beyond, Inc. (a) 472,400 13,286
Borders Group, Inc. (a) 53,200 1,742
Circuit City Stores, Inc. 637,600 20,802
Corporate Express (a) 286,250 12,023
Garden Botanika, Inc. 2,200 59
Grupo Casa Autrey SA sponsored ADR 103,400 2,146
Home Depot, Inc. (The) 1,508,400 77,117
Lowe's Companies, Inc. 2,732,600 93,592
Marks Brothers Jewelers, Inc. (a) 8,700 204
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Micro Warehouse, Inc. (a) 496,300 $ 19,356
Officemax, Inc. (a) 1,494,500 39,044
Office Depot, Inc. (a) 1,271,925 32,593
Petco Animal Supplies, Inc. (a) 67,800 1,932
PETsMART, Inc. (a) 468,200 20,835
Sports Authority, Inc. 67,700 2,014
Staples, Inc. (a) 2,872,875 57,458
Sunglass Hut International, Inc. (a) 704,400 19,371
Toys "R" Us, Inc. (a) 571,800 16,582
U.S. Office Products Co. (a) 109,200 4,150
Viking Office Products, Inc. (a) 440,000 12,595
Waban, Inc. (a) 296,900 7,942
Williams-Sonoma, Inc. (a) 3,100 86
454,929
TOTAL RETAIL & WHOLESALE 863,609
SERVICES - 0.3%
PRINTING - 0.2%
Alco Standard Corp. 282,600 17,663
SERVICES - 0.1%
AccuStaff, Inc. (a) 99,300 3,128
Block (H&R), Inc. 49,500 1,726
Career Horizons, Inc. (a) 99,100 3,927
Coach USA, Inc. (a) 13,600 272
Craig (Jenny), Inc. (a) 85,800 1,502
FYI, Inc. (a) 6,800 146
Forensic Technologies International Corp. (a) 27,200 252
10,953
TOTAL SERVICES 28,616
TECHNOLOGY - 23.5%
COMMUNICATIONS EQUIPMENT - 3.8%
ADC Telecommunications, Inc. (a) 188,100 8,653
Cabletron Systems, Inc. (a) 188,700 13,728
Cisco Systems, Inc. (a) 3,002,300 164,376
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMMUNICATIONS EQUIPMENT - CONTINUED
DSC Communications Corp. (a) 541,000 $ 16,298
Network General Corp. (a) 223,800 5,315
Newbridge Networks Corp. (a) 527,700 37,533
P-COM, Inc. 36,400 1,087
Pairgain Technologies, Inc. (a) 32,600 3,317
PictureTel Corp. (a) 189,100 7,422
3Com Corp. (a) 132,064 6,504
U.S. Robotics Corp. (a) 666,800 61,179
Ultrak, Inc. 29,000 562
Xircom, Inc. (a) 27,900 453
326,427
COMPUTER SERVICES & SOFTWARE - 11.9%
Adobe Systems, Inc. 99,100 3,679
America Online, Inc. (a) 1,019,210 57,585
Arbor Software Corp. (a) 1,900 115
Ascend Communications, Inc. (a) 1,529,200 102,265
Aspect Development, Inc. 4,300 130
Automatic Data Processing, Inc. 784,200 30,094
BBN Corp. 50,600 1,328
BMC Software, Inc. (a) 207,100 13,047
Broderbund Software, Inc. (a) 194,800 8,206
Business Objects SA sponsored ADR (a) 31,600 1,469
CSG Systems International, Inc. (a) 11,100 352
CUC International, Inc. (a) 1,985,650 73,469
Cadence Design Systems, Inc. (a) 1,719,225 65,044
Ceridian Corp. (a) 366,400 19,373
Citrix Systems, Inc. (a) 29,800 2,257
Compuserve Corp. (a) 27,400 678
Computer Associates International, Inc. 154,300 11,225
CompUSA, Inc. (a) 1,523,800 66,666
Computer Sciences Corp. (a) 288,700 22,771
Cooper & Chyan Technology, Inc. (a) 7,800 195
Cybercash, Inc. (a) 8,500 506
DST Systems, Inc. (a) 65,800 2,295
DecisionOne Corp. 52,700 1,528
Diamond Multimedia Systems, Inc. (a) 34,000 547
Edify Corp. (a) 2,200 92
Electronic Arts, Inc. (a) 667,300 21,103
Excite, Inc. (a) 1,800 29
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
First Data Corp. 240,731 $ 19,198
General Motors Corp. Class E 983,300 55,434
Harbinger Corp. (a) 3,100 74
HBO & Co. 151,300 18,894
Health Systems Designs Corp. (a) 18,900 354
Intuit (a) 173,500 9,022
Lycos, Inc. (a) 6,200 95
Mechanical Dynamics, Inc. 15,400 273
Mercury Interactive Group Corp. (a) 124,900 1,811
Microsoft Corp. (a) 1,009,300 119,854
National Data Corp. 51,700 1,952
Netscape Communications Corp. (a) 705,700 48,032
Nova Corp. 6,800 258
Open Market, Inc. 3,700 117
Open Text Corp. (a) 3,100 34
Openvision Technologies, Inc. (a) 9,900 176
Oracle Systems Corp. (a) 3,465,200 114,785
Orcad, Inc. (a) 19,500 289
Ozemail Ltd. sponsored ADR 4,900 70
Parametric Technology Corp. (a) 1,487,200 68,039
Peoplesoft, Inc. (a) 219,200 15,508
Polycom, Inc. (a) 13,600 121
Powercerv Corp. (a) 11,100 183
Rational Software Corp. (a) 16,800 1,044
SCB Computer Technology, Inc. 20,400 428
Sapient Corp. 2,200 110
Softkey International, Inc. (a) 54,200 1,348
Spectrum Holobyte, Inc. (a) 67,000 494
Sterling Software, Inc. (a) 99,700 8,026
Stratacom, Inc. (a) 568,200 30,896
Sybase, Inc. (a) 168,500 3,897
Sykes Enterprises, Inc. (a) 3,100 148
Symantec Corp. (a) 119,600 1,884
Transition Systems, Inc. (a) 42,600 1,299
Verity, Inc. (a) 79,500 3,120
Vocaltec Ltd. (a) 3,100 34
Whittman-Hart, Inc. (a) 3,700 139
Worldtalk Communications Corp. (a) 55,400 609
1,034,097
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 4.3%
Adaptec, Inc. (a) 673,800 $ 40,344
Bay Networks, Inc. (a) 1,507,450 43,716
Canon, Inc. 644,000 12,627
Compaq Computer Corp. (a) 311,000 15,122
Dell Computer Corp. (a) 515,300 28,535
Digital Equipment Corp. (a) 49,400 2,575
EMC Corp. (a) 99,000 2,190
Hewlett-Packard Co. 378,100 40,362
International Business Machines Corp. 174,900 18,671
Komag, Inc. (a) 404,200 13,995
Lexmark International Group, Inc. (a) 148,300 3,263
MICROS Systems, Inc. (a) 100,000 2,975
Seagate Technology (a) 770,100 45,243
Silicon Graphics, Inc. (a) 579,800 15,945
Stormedia, Inc. Class A (a) 275,500 7,060
Sun Microsystems, Inc. (a) 1,071,000 67,071
Tech Data Corp. (a) 127,700 2,969
Xerox Corp. 54,000 8,498
371,161
ELECTRONIC INSTRUMENTS - 0.0%
Berg Electronics Corp. (a) 6,800 176
Novellus System, Inc. (a) 49,300 2,416
Photran Corp. 1,800 23
Sawtek, Inc. (a) 4,000 111
Thermoquest Corp. (a) 2,800 45
2,771
ELECTRONICS - 3.2%
Altera Corp. (a) 351,700 17,013
Analog Devices, Inc. (a) 1,391,425 38,438
Atmel Corp. (a) 986,500 35,021
Cascade Communications Corp. (a) 122,500 6,906
Cirrus Logic, Inc. (a) 148,500 3,156
Hitachi Ltd. 10,000 92
Intel Corp. 1,355,400 102,333
LSI Logic Corp. (a) 255,400 7,949
Linear Technology Corp. 700,700 24,174
Maxim Integrated Products, Inc. (a) 1,025,100 34,853
S-3, Inc. (a) 82,100 1,160
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Samsung Electronics Co. Ltd.:
GDS (vtg.) (a)(b) 295 $ 16
GDS (vtg.) (bonus issue 3/96) (b) 88 5
Sierra Semiconductor Corp. (a) 37,500 553
Tencor Instruments (a) 79,200 1,782
Xilinx, Inc. (a) 199,000 6,915
280,366
PHOTOGRAPHIC EQUIPMENT - 0.3%
Eastman Kodak Co. 277,500 20,639
TOTAL TECHNOLOGY 2,035,461
TRANSPORTATION - 2.2%
AIR TRANSPORTATION - 1.5%
AMR Corp. (a) 314,500 29,681
America West Airlines, Inc. Class B (a) 576,400 11,744
Comair Holdings, Inc. 281,100 7,379
Delta Air Lines, Inc. 373,400 30,946
Midwest Express Holdings, Inc. (a) 5,300 169
Northwest Airlines Corp. Class A (a) 97,700 3,884
Southwest Airlines Co. 562,900 15,409
Trans World Airlines, Inc. (a) 99,600 1,992
UAL Corp. (a) 429,600 24,541
125,745
RAILROADS - 0.6%
CSX Corp. 843,800 41,768
Conrail, Inc. 170,300 11,964
Wisconsin Central Transportation Corp. (a) 2,100 74
53,806
SHIPPING - 0.0%
Trico Marine Services, Inc. 7,400 165
TRUCKING & FREIGHT - 0.1%
Airborne Freight Corp. 102,900 2,598
Fritz Companies, Inc. (a) 69,800 2,408
Hunt (J.B.) Transport Services Inc. 299,500 5,691
M.S. Carriers, Inc. (a) 45,300 872
PST Vans, Inc. (a) 17,900 76
11,645
TOTAL TRANSPORTATION 191,361
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - 5.3%
CELLULAR - 1.2%
AirTouch Communications, Inc. (a) 2,079,765 $ 66,293
Mobile Telecommunications Technologies, Inc. (a) 51,400 745
Orange PLC ADR (a) 49,600 942
Paging Network, Inc. (a) 99,000 2,227
Telephone & Data Systems, Inc. 129 6
36O Degrees Communications Co. (a) 1,010,300 23,363
Vanguard Cellular Systems, Inc. Class A (a) 419,700 10,125
Western Wireless Corp. Class A 15,400 377
104,078
TELEPHONE SERVICES - 4.1%
AT&T Corp. 1,438,700 89,739
American Portable Telecom, Inc. (a) 26,000 345
Ameritech Corp. 660,900 37,341
Bell Atlantic Corp. 424,800 26,497
BellSouth Corp. 1,371,400 55,713
Brooks Fiber Properties, Inc. (a) 11,100 375
Frontier Corp. 853,500 27,312
LCI International, Inc. (a) 605,200 19,291
Lucent Technologies, Inc. (a) 439,800 16,712
NYNEX Corp. 423,200 19,520
SBC Communications, Inc. 515,100 25,433
Telebras sponsored ADR 279,900 18,019
Telefonos de Mexico SA sponsored ADR representing shares
Ord. Class L 296,300 9,778
U.S. West, Inc. 49,400 1,612
WorldCom, Inc. (a) 199,000 9,726
357,413
TOTAL UTILITIES 461,491
TOTAL COMMON STOCKS
(Cost $5,613,477) 7,358,892
U.S. TREASURY OBLIGATIONS - 3.4%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S. Treasury BiIls, yield at date of purchase
5.03%, 7/25/96 (Cost $297,722) $ 300,000 $ 297,855
REPURCHASE AGREEMENTS - 11.7%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.32%, dated
5/31/96 due 6/3/96 $ 1,017,142 1,016,691
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $6,927,890) $ 8,673,438
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 $4,195,000 or 0.0% of net
assets.
INCOME TAX INFORMATION
At May, 31, 1996, the aggregate cost of investment securities for income
tax purposes was $6,936,334,000. Net unrealized appreciation aggregated
$1,737,104,000, of which $1,794,786,000 related to appreciated invest- ment
securities and $57,682,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) MAY 31, 1996 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 8,673,438
agreements of $1,016,691) (cost $6,927,890) -
See accompanying schedule

Receivable for investments sold 1,083

Receivable for fund shares sold 35,828

Dividends receivable 7,033

Other receivables 1,619

TOTAL ASSETS 8,719,001

LIABILITIES

Payable for investments purchased $ 138,419

Payable for fund shares redeemed 10,515

Accrued management fee 4,374

Other payables and accrued expenses 4,067

TOTAL LIABILITIES 157,375

NET ASSETS $ 8,561,626

Net Assets consist of:

Paid in capital $ 6,548,238

Undistributed net investment income 37,034

Accumulated undistributed net realized gain (loss) on 230,808
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 1,745,546
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 212,154 shares outstanding $ 8,561,626

NET ASSET VALUE, offering price and redemption price per $40.36
share ($8,561,626 (divided by) 212,154 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1996 (UNAUDITED)

INVESTMENT INCOME $ 38,218
Dividends

Interest 34,475

TOTAL INCOME 72,693

EXPENSES

Management fee $ 21,696
Basic fee

Performance adjustment 2,271

Transfer agent fees 8,163

Accounting fees and expenses 403

Non-interested trustees' compensation 12

Custodian fees and expenses 82

Registration fees 835

Audit 26

Legal 26

Miscellaneous 26

Total expenses before reductions 33,540

Expense reductions (648) 32,892

NET INVESTMENT INCOME 39,801

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

Investment securities 252,384

Foreign currency transactions (1) 252,383

Change in net unrealized appreciation (depreciation) on:

Investment securities 483,850

Assets and liabilities in foreign currencies (2) 483,848

NET GAIN (LOSS) 736,231

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 776,032
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED MAY NOVEMBER 30,
31,1996 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 39,801 $ 33,533
Net investment income

Net realized gain (loss) 252,383 361,315

Change in net unrealized appreciation (depreciation) 483,848 1,122,571

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 776,032 1,517,419
FROM OPERATIONS

Distributions to shareholders (26,007) (23,316)
From net investment income

From net realized gain (292,024) (85,845)

TOTAL DISTRIBUTIONS (318,031) (109,161)

Share transactions 3,068,148 3,513,078
Net proceeds from sales of shares

Reinvestment of distributions 315,350 107,914

Cost of shares redeemed (1,465,838) (1,822,602)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 1,917,660 1,798,390
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 2,375,661 3,206,648

NET ASSETS

Beginning of period 6,185,965 2,979,317

End of period (including undistributed net investment $ 8,561,626 $ 6,185,965
income of $37,034 and $23,240, respectively)

OTHER INFORMATION
Shares

Sold 81,157 106,452

Issued in reinvestment of distributions 8,884 4,024

Redeemed (38,877) (54,932)

Net increase (decrease) 51,164 55,544

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED NOVEMBER 30,
ENDED MAY 31,
1996

(UNAUDITED) 1995 1994 F 1993 1992 D 1991

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, $ 38.42 $ 28.25 $ 30.91 $ 28.13 $ 25.62 $ 18.64
beginning of period

Income from Investment
Operations

Net investment income .19 .20 .12 .07 .13 E .19

Net realized and 3.69 11.00 .28 3.99 4.52 6.79
unrealized gain
(loss)

Total from investment 3.88 11.20 .40 4.06 4.65 6.98
operations

Less Distributions (.16) (.22) (.07) (.07) (.10) -
From net investment
income

From net realized gain (1.78) (.81) (2.99) (1.21) (2.04) -

Total distributions (1.94) (1.03) (3.06) (1.28) (2.14) -

Net asset value, end $ 40.36 $ 38.42 $ 28.25 $ 30.91 $ 28.13 $ 25.62
of period

TOTAL RETURN B, C 10.82% 41.22% 1.23% 15.04% 19.25% 37.45%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 8,562 $ 6,186 $ 2,979 $ 2,423 $ 1,752 $ 1,133
(in millions)

Ratio of expenses to .94% A .96% 1.06% 1.08% 1.09% 1.07%
average net assets

Ratio of expenses to .92% A, .95% G 1.05% G 1.07% G 1.09% 1.07%
average net assets G
after expense
reductions

Ratio of net investment 1.12% A .76% .64% .43% .52% .75%
income to average
net assets

Portfolio turnover rate 77% A 97% 135% 159% 250% 174%

Average commission $ .0407
rate H

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D AS OF DECEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
E NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
F 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
H FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended May 31, 1996 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Growth Company Fund (the fund) is a fund of 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 financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (including restricted securities) for which
exchange quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value 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.
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. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
original issue discount, 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, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, non-taxable dividends and losses deferred due to wash sales and
excise tax regulations. 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 the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. Losses may arise
from changes in the value of the foreign currency or if the counterparties
do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
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.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
Fidelity Management & Research Company (FMR), may transfer uninvested cash
balances into one or more joint trading accounts. These balances are
invested in one or more repurchase agreements that mature in 60 days or
less from the date of purchase, and are collateralized by U.S. Treasury or
Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $3,399,873,000 and $2,320,881,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The 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 annualized rate of .67% of average
net assets after the performance adjustment.
SALES LOAD. For the period January 1, 1995 through December 31, 1996, FDC
will voluntarily waive the sales charge (3% of the offering price) on the
sales of shares.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives account fees and asset-based fees that vary according to
account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annualized rate of
.23% of average net assets.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES -
CONTINUED
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 $826,000 for the period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$340,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby interest earned on uninvested cash balances was used
to offset a portion of the fund's expenses. During the period, the fund's
custodian and transfer agent fees were reduced by $2,000 and $306,000,
respectively, under these arrangements.
TO CALL FIDELITY

TO WRITE FIDELITY

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
Lawrence Greenberg, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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 *
ADVISORY BOARD
William O. McCoy
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)

(2_FIDELITY_LOGOS)FIDELITY

EMERGING GROWTH
FUND
SEMIANNUAL REPORT
MAY 31, 1996
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 23 Statements of assets and liabilities,
operations, and changes in net
assets, as well as financial
highlights.

NOTES 27 Notes to the financial statements.

Emerging Growth 12.37% 41.24% 154.06% 251.88%

Emerging Growth (including 3% sales 9.00% 37.00% 146.44% 241.32%
charge)

Russell 2000(registered trademark) 18.12% 35.89% 120.07% 201.89%

Mid-Cap Funds Average 15.61% 36.90% 117.30% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years, or
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, the value of your
investment would be $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. To measure how
the fund's performance stacked up against its peers, you can compare it to
the mid-cap funds average, which reflects the performance of 145 mid-cap
funds with similar objectives tracked by Lipper Analytical Services over
the past six months. Both benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED MAY 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Emerging Growth 41.24% 20.50% 26.07%

Emerging Growth (including 3% sales charge) 37.00% 19.77% 25.37%

Russell 2000 35.89% 17.09% 22.57%

Mid-Cap Funds Average 36.90% 16.54% n/a

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Emerging Growth Fund on December 28, 1990, shortly
after the fund started, and the maximum 3% sales charge was paid. As the
chart shows, by May 31, 1996, the value of the investment would have grown
to $34,132 - a 241.32% increase on the 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 $30,189 - a
201.89% 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

An interview with Larry Greenberg, Portfolio Manager of Fidelity Emerging
Growth Fund
Q. HOW DID THE FUND PERFORM, LARRY?
A. For the six months ended May 31, 1996, the fund had a total return of
12.37%. Also, for the past year, the fund had a total return of 41.24%. For
comparison purposes, the mid-cap funds average - as tracked by Lipper
Analytical Services - was up 15.61% for the past six months and 36.90% for
the year. Additionally, the Russell 2000 Index stood at 18.12% for the
six-month period and 35.89% for the year.
Q. WHY DO YOU THINK THE FUND UNDERPERFORMED ITS PEERS OVER THE PAST SIX
MONTHS?
A. The fund's position in semiconductor stocks hurt its performance
beginning in the fourth quarter of 1995. Semiconductor company stocks fell
as it became apparent that a worldwide supply glut would reduce prices and
therefore lower profit margins and curb expansion. Unfortunately, I was not
able to reduce the fund's position in these stocks quick enough to avoid
some losses.
Q. YOU ALSO CONTINUED TO REDUCE THE FUND'S TECHNOLOGY POSITION. SHOULD ONE
TAKE THIS AS AN INDICATION THAT YOU HAD A NEGATIVE VIEW OF THE TECHNOLOGY
SECTOR?
A. Absolutely not. During the period I cut back on technology stocks
because I thought
some companies' fundamentals did not justify their stock prices. Remember,
there are always going to be ups and downs in the various areas that make
up the technology sector. However, on a long-term basis, I believe
technology is where an investor is going to find the best growth
opportunities, and I intend to continue to make it a major focus of the
fund. In fact, many technology stocks have come back from the correction in
the fourth quarter.
Q. SO WHAT WERE THE GROWTH AREAS DURING THE PERIOD?
A. The major growth areas I found revolved around improvement of
communications. This involved the computer networking equipment industry,
modem manufacturers and database vendors. These industries are active in
structuring data so that it can be communicated across corporate networks.
Some examples from the fund's holdings include Cisco Systems in networking,
U.S. Robotics in modems, and Oracle and Peoplesoft in databases.
Q. NETWORKING COMPANIES CISCO SYSTEMS AND STRATACOM RECENTLY ANNOUNCED A
MERGER AGREEMENT. IN YOUR OPINION, DOES THIS MERGER HIGHLIGHT WHAT YOU WERE
SAYING ABOUT THE GROWTH OF HIGH-TECH NETWORKS AND COMMUNICATIONS?
A. Sure. I think Cisco has become one of the vendors of choice in Corporate
America when it comes to building networks. When you become such an
important vendor, it's assumed you will have a full package of goods to
sell to your customers. If you don't, there can be missed opportunities.
Stratacom could give Cisco a stronger, more diverse package for their
customers.
Q. AS YOU REDUCED YOUR TECHNOLOGY POSITION, IT APPEARS YOU REALLOCATED SOME
OF THE FUND'S ASSETS TO THE HEALTH AND MEDIA/LEISURE SECTORS. WHY?
A. I reinvested these assets in companies within these sectors that I
believe offered good growth potential, solid fundamentals and attractive
valuations. Some examples included biopharmaceutical firm Biogen and HFS -
which owns such hotels as Days Inn and Ramada as well as real estate group
Century 21.
Q. IN YOUR LAST REPORT, YOU DISCUSSED THE MERITS OF SPECIALTY RETAIL
STOCKS. WHAT'S HAPPENED IN THAT AREA?
A. Many of them have done well. I prefer to own specialty retailers that
are considered to be "category killers" - companies that dominate their
market
segment no matter what is happening in the overall retail market or the
economy. Some examples of these included PETsMART and Sunglass Hut
International. The difference from six months ago, however, is that the
general retail environment has recently shown some strength. Therefore, I
added some stocks that benefited from the improving retail environment.
Q. WITH THE STOCK MARKET SURPASSING HISTORICALLY HIGH PRICE LEVELS, WHAT
ADJUSTMENTS HAVE YOU MADE TO THE FUND?
A. I've attempted to spread out the fund's holdings more than in the recent
past. When market valuations get to such high levels, it's often not a good
idea to count on the performance of one sector or industry. Diversifying
the fund's holdings helps to lower the fund's volatility in a market
downturn, while still remaining fully invested.
Q. WHAT'S YOUR OUTLOOK?
A. There is no question that the market has gone a long time without a
meaningful correction and many stocks are approaching fair value. If
interest rates continue to climb, or cash flows into mutual funds slow, I
believe a healthy correction at some point is likely. I use the word
healthy because corrections give me an opportunity to reposition the fund
back into the companies that I like the most at more attractive valuations.
Those people that believe a correction is imminent, however, may be
surprised as the market has been up in the May through November time frame
in 21 of the last 23 election years.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

FUND FACTS
GOAL: to increase the value
of the fund's shares by
investing in stocks of
companies that Fidelity
believes are in the
developing stage of their life
cycle and offer the potential
for accelerated growth
START DATE: December 28, 1990
SIZE: as of May 31, 1996,
more than $1.8 billion
MANAGER: Larry Greenberg,
since 1993; manager,
Fidelity Growth Company
Fund, since June 1996;
manager, Fidelity Advisor
Equity Growth Fund, since
June 1996; manager, Fidelity
VIP: Growth Fund, since
1991; joined Fidelity in 1986
(checkmark)
LARRY GREENBERG ON WORLDWIDE
PERSONAL COMPUTER GROWTH:
"When technology stocks
endured a correction in the
fourth quarter of 1995, many
analysts said the sell- off in
personal computer stocks was
the result of declining demand.
Their logic was that enough
companies and individuals
had computers and that they
wanted networking and
software to run their
computers.
"I believe, however, the
drop-off in demand for PCs
was overstated and that PC
growth, while somewhat
slower than the robust levels
of 1995, remains quite
healthy. I feel this is true
because the move from PCs to
networks and software is
mainly a U.S. phenomenon. In
fact, the U.S. has twice the
number of PCs per corporate
user as Europe and four times
the amount of Japan. That
leaves many areas of the
world that are just beginning
their experience with PCs
and, therefore, offer
continued growth for PCs in
the many subsectors of
technology that benefit from
PC demand."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF MAY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Cisco Systems, Inc. 3.4 4.1

Ascend Communications, Inc. 3.0 0.9

Oracle Systems Corp. 2.4 4.2

America Online, Inc. 2.4 1.7

U.S. Robotics Corp. 2.4 1.7

HFS, Inc. 2.4 1.2

AirTouch Communications, Inc. 2.0 3.0

Sunglass Hut International, Inc. 1.9 1.2

PETsMART, Inc. 1.5 0.7

Vanguard Cellular Systems, Inc. Class 1.5 1.9
A

TOP FIVE MARKET SECTORS AS OF MAY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Technology 39.8 56.7

Health 13.7 6.7

Retail & Wholesale 12.3 9.5

Media & Leisure 8.6 3.2

Utilities 6.5 7.8

ASSET ALLOCATION
AS OF MAY 31, 1996 * AS OF NOVEMBER 30, 1995 **
Row: 1, Col: 1, Value: 7.9
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 44.0
Row: 1, Col: 4, Value: 48.1
Row: 1, Col: 1, Value: 10.1
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 49.0
Row: 1, Col: 4, Value: 40.9
Stocks 92.1%
Short-term
investments 7.9%
FOREIGN
INVESTMENTS 1.9%
Stocks 89.9%
Short-term
investments 10.1%
FOREIGN
INVESTMENTS 5.3%
*
**
INVESTMENTS MAY 31, 1996 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 92.1%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.3%
AEROSPACE & DEFENSE - 0.3%
Orbital Sciences Corp. (a) 150,000 $ 2,681
Special Devices, Inc. (a) 101,600 2,032
4,713
DEFENSE ELECTRONICS - 0.0%
Stanford Telecommunications, Inc. (a) 1,200 66
TOTAL AEROSPACE & DEFENSE 4,779
BASIC INDUSTRIES - 0.2%
IRON & STEEL - 0.1%
Nucor Corp. 40,800 2,244
METALS & MINING - 0.0%
Oregon Metallurgical Corp. 20,000 620
PAPER & FOREST PRODUCTS - 0.1%
Pentair, Inc. 50,000 1,338
TOTAL BASIC INDUSTRIES 4,202
CONSTRUCTION & REAL ESTATE - 0.3%
CONSTRUCTION - 0.1%
Oakwood Homes Corp. 82,000 1,989
ENGINEERING - 0.2%
MasTec, Inc. (a) 90,000 2,812
REAL ESTATE - 0.0%
Sunrise Assisted Living, Inc. 2,000 50
TOTAL CONSTRUCTION & REAL ESTATE 4,851
DURABLES - 2.2%
AUTOS, TIRES, & ACCESSORIES - 0.4%
Autozone, Inc. (a) 180,000 6,323
Masland Corp. 64,300 1,688
Safety Components International, Inc. (a) 14,600 204
8,215
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
CONSUMER DURABLES - 0.2%
Spectran Corp. (a) 107,500 $ 2,271
Wireless Telecom Group, Inc. 47,800 705
2,976
CONSUMER ELECTRONICS - 0.2%
Gemstar International Group Ltd. (a) 60,000 2,025
Harman International Industries, Inc. 32,000 1,680
3,705
HOME FURNISHINGS - 0.2%
Garden Ridge Corp. (a) 51,900 2,725
TEXTILES & APPAREL - 1.2%
Adidas AG (b) 14,400 1,083
Adidas AG 21,600 1,625
Donnkenny, Inc. (a) 75,000 1,425
Gucci Group NV (NY Reg.) (a) 40,000 2,680
Mohawk Industries, Inc. (a) 69,300 1,161
NIKE, Inc. Class B 65,000 6,524
Tommy Hilfiger (a) 40,000 2,200
Warnaco Group, Inc. Class A 115,000 3,263
Wolverine World Wide, Inc. 88,300 2,936
22,897
TOTAL DURABLES 40,518
ENERGY - 1.1%
ENERGY SERVICES - 0.0%
Dresser Industries, Inc. 10,000 293
INDEPENDENT POWER - 0.4%
Thermo Electron Corp. 105,000 6,693
OIL & GAS - 0.7%
Barrett Resources Corp. (a) 115,000 3,003
Belco Oil & Gas Corp. (a) 85,500 2,341
Benton Oil & Gas Co. (a) 125,000 2,219
Chesapeake Energy Corp. (a) 20,600 1,581
Louisiana Land & Exploration Co. 35,000 1,886
Noble Affiliates, Inc. 60,000 2,033
13,063
TOTAL ENERGY 20,049
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 0.5%
CREDIT & OTHER FINANCE - 0.1%
Green Tree Financial Corp. 60,000 $ 1,965
INSURANCE - 0.1%
MGIC Investment Corp. 25,000 1,469
SECURITIES INDUSTRY - 0.3%
Merrill Lynch & Co., Inc. 60,000 3,884
Morgan Stanley Group, Inc. 30,000 1,485
Schwab (Charles) Corp. 50,000 1,213
6,582
TOTAL FINANCE 10,016
HEALTH - 13.7%
DRUGS & PHARMACEUTICALS - 5.3%
ALZA Corp. Class A (a) 80,000 2,280
American Home Products Corp. 75,000 4,013
Amgen, Inc. (a) 60,000 3,570
Biogen, Inc. (a) 250,000 15,123
Bristol-Myers Squibb Co. 110,000 9,391
COR Therapeutics, Inc. (a) 115,000 1,164
Dura Pharmaceuticals, Inc. (a) 50,000 3,081
Elan Corp. PLC ADR (a) 25,000 1,569
Genentech, Inc. special (a) 120,000 6,315
Genome Therapeutics Corp. (a) 75,000 816
ICN Pharmaceuticals, Inc. 40,000 1,060
Jones Medical Industries, Inc. 30,000 1,583
Lifecore Biomedical, Inc. (a) 65,000 1,170
Lilly (Eli) & Co. 90,000 5,783
Merck & Co., Inc. 200,000 12,925
Nabi (a) 85,000 1,153
Nature's Sunshine Products, Inc. 125,000 3,531
Neopath, Inc. 45,000 1,159
Pfizer, Inc. 110,000 7,783
Pharmacia & Upjohn, Inc. 125,000 5,109
Protein Design Labs, Inc. (a) 115,000 3,019
Schering-Plough Corp. 65,000 3,811
Sepracor, Inc. (a) 75,000 1,097
Sequus Pharmaceuticals, Inc. (a) 85,000 1,817
98,322
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - 3.1%
ATS Medical, Inc. (a) 102,900 $ 1,183
Arterial Vascular Engineering, Inc. (a) 2,100 89
Bergen Brunswig Corp. Class A 110,000 2,929
Biopsys Medical, Inc. (a) 75,000 1,875
Cardinal Health, Inc. 40,000 2,555
CardioThoracic Systems, Inc. (a) 105,000 2,284
Conmed Corp. (a) 85,000 2,805
Johnson & Johnson 75,000 7,303
Medtronic, Inc. 160,000 8,999
Millipore Corp. 65,100 2,856
Oakley, Inc. (a) 40,000 2,035
Pall Corp. 165,000 4,414
Physician Sales & Service, Inc. (a) 125,000 4,031
St. Jude Medical, Inc. (a) 115,000 4,370
Sybron Corp. (a) 85,000 2,306
Thermo Cardiosystems, Inc. (a) 39,000 1,989
Thermedics, Inc. (a) 85,000 2,550
U.S. Surgical Corp. 50,000 1,713
56,286
MEDICAL FACILITIES MANAGEMENT - 5.3%
American Medical Response, Inc. (a) 110,000 4,001
American Oncology Resources, Inc. (a) 25,000 1,175
Columbia/HCA Healthcare Corp. 170,000 9,159
Coventry Corp. (a) 115,000 2,113
FPA Medical Management, Inc. (a) 87,500 1,542
Foundation Health Corp. (a) 80,000 3,180
Health Images, Inc. 185,000 1,781
Healthsource, Inc. (a) 40,000 905
HEALTHSOUTH Rehabilitation Corp. (a) 411,600 14,405
Home Health Corp. of America, Inc. (a) 100,000 1,350
Living Centers of America, Inc. (a) 90,000 3,398
Magellan Health Services, Inc. (a) 75,000 1,800
Medpartners/Mullikin, Inc. (a) 140,000 3,273
Medquist, Inc. 125,000 2,500
Multicare Companies, Inc. (a) 150,000 3,000
Occusystems, Inc. (a) 85,000 2,869
Oxford Health Plans, Inc. (a) 202,800 9,582
Phycor, Inc. (a) 46,800 2,539
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - CONTINUED
Phymatrix Corp. (a) 138,200 $ 3,420
Physician Reliance Network, Inc. (a) 95,000 4,988
U.S. Healthcare, Inc. 115,000 6,239
United HealthCare Corp. 165,000 9,054
Vencor, Inc. (a) 150,075 4,746
97,019
TOTAL HEALTH 251,627
INDUSTRIAL MACHINERY & EQUIPMENT - 0.7%
ELECTRICAL EQUIPMENT - 0.5%
Glenayre Technologies, Inc. 185,012 9,111
United Communication Industry PCL (For. Reg.) 70,200 994
10,105
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
DT Industries, Inc. 50,000 969
POLLUTION CONTROL - 0.1%
USA Waste Services, Inc. (a) 50,000 1,475
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 12,549
MEDIA & LEISURE - 8.6%
BROADCASTING - 0.8%
Emmis Broadcasting Corp. Class A (a) 50,000 2,200
Evergreen Media Corp. Class A (a) 125,000 5,000
PanAmSat Corp. (a) 149,200 4,215
Paxson Communications Corp. (a) 100,000 1,275
Sinclair Broadcast Group, Inc. Class A (a) 54,200 2,060
14,750
ENTERTAINMENT - 0.5%
Anchor Gaming (a) 39,600 2,534
Disney (Walt) Co. 60,000 3,645
Regal Cinemas, Inc. (a) 40,800 1,892
Scientific Games Holdings Corp. (a) 55,000 1,843
9,914
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LEISURE DURABLES & TOYS - 0.3%
Harley Davidson, Inc. 75,000 $ 3,590
Nintendo Co. Ltd. Ord. 32,000 2,356
5,946
LODGING & GAMING - 4.4%
Circus Circus Enterprises, Inc. (a) 185,000 7,701
Doubletree Corp. (a) 141,600 5,027
Extended Stay America, Inc. 50,000 1,575
HFS, Inc. (a) 700,000 43,661
Mirage Resorts, Inc. (a) 175,000 9,953
Penske Motorsports, Inc. (a) 10,000 298
Station Casinos, Inc. (a) 69,600 1,088
Studio Plus Hotels, Inc. (a) 100,000 3,050
Sun International Hotels Ltd. Ord. (a) 92,600 4,676
Trump Hotels & Casino Resorts, Inc. (a) 85,000 2,678
Wyndham Hotel Corp. 21,000 467
80,174
RESTAURANTS - 2.6%
Apple South, Inc. 200,000 5,000
Applebee's International, Inc. 250,000 7,094
Buffets, Inc. (a) 93,900 1,185
CKE Restaurants, Inc. 64,100 1,482
Hometown Buffet, Inc. 100,000 1,488
Landry's Seafood Restaurants, Inc. 117,100 2,810
Logan's Roadhouse, Inc. (a) 101,000 3,232
Lone Star Steakhouse Saloon (a) 180,000 7,267
Outback Steakhouse, Inc. (a) 130,000 4,924
Planet Hollywood International, Inc. Class A (a) 135,000 3,611
Quality Dining, Inc. (a) 50,000 1,669
Rainforest Cafe, Inc. (a) 75,000 3,038
Starbucks Corp. (a) 175,000 4,747
47,547
TOTAL MEDIA & LEISURE 158,331
NONDURABLES - 2.4%
BEVERAGES - 1.0%
Coca-Cola Co. (The) 150,000 6,900
PepsiCo, Inc. 350,000 11,638
18,538
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 0.3%
Gillette Co. 80,000 $ 4,730
Safeskin Corp. (a) 20,000 718
USA Detergents, Inc. (a) 15,600 624
6,072
TOBACCO - 1.1%
Philip Morris Companies, Inc. 150,000 14,905
RJR Nabisco Holdings Corp. 125,000 4,141
19,046
TOTAL NONDURABLES 43,656
PRECIOUS METALS - 0.3%
Newmont Mining Corp. 85,000 5,121
RETAIL & WHOLESALE - 12.3%
APPAREL STORES - 1.1%
Gap, Inc. 115,000 3,867
Just for Feet, Inc. (a) 315,000 16,892
20,759
DRUG STORES - 0.5%
General Nutrition Companies, Inc. (a) 600,000 9,300
GENERAL MERCHANDISE STORES - 1.6%
Consolidated Stores Corp. 85,000 3,219
Dollar General Corp. 90,062 2,499
Family Dollar Stores, Inc. 150,000 2,550
Stein Mart, Inc. (a) 100,000 1,700
Wal-Mart Stores, Inc. 725,000 18,760
28,728
GROCERY STORES - 0.0%
Central Garden & Pet Co. (a) 2,100 31
RETAIL & WHOLESALE, MISCELLANEOUS - 9.1%
Action Performance Companies, Inc. 110,000 1,925
Barnes & Noble, Inc. (a) 105,000 3,688
Bed Bath & Beyond, Inc. (a) 125,000 3,516
Cannondale Corp. (a) 100,000 2,200
Corporate Express (a) 160,000 6,720
Gadzooks, Inc. (a) 106,500 3,594
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Home Depot, Inc. (The) 315,000 $ 16,104
Lowe's Companies, Inc. 600,000 20,550
Office Depot, Inc. (a) 135,075 3,461
Officemax, Inc. (a) 450,000 11,756
Petco Animal Supplies, Inc. (a) 202,500 5,771
PETsMART, Inc. (a) 625,000 27,813
Sodak Gaming, Inc. (a) 74,400 2,269
Sports Authority, Inc. (a) 56,300 1,675
Staples, Inc. (a) 435,000 8,700
Sunglass Hut International, Inc. (a) 1,255,000 34,514
Toys "R" Us, Inc. (a) 199,600 5,788
U.S. Office Products Co. (a) 115,000 4,370
Viking Office Products, Inc. (a) 90,000 2,576
166,990
TOTAL RETAIL & WHOLESALE 225,808
SERVICES - 2.8%
ADVERTISING - 0.1%
CMG Information Services, Inc. (a) 83,400 1,939
LEASING & RENTAL - 1.1%
Hollywood Entertainment Corp. (a) 778,600 12,068
Movie Gallery, Inc. (a) 266,700 8,134
20,202
SERVICES - 1.6%
AccuStaff, Inc. (a) 105,000 3,308
Aresco, Inc. 85,000 1,562
Craig (Jenny), Inc. (a) 45,100 789
Gartner Group, Inc. Class A (a) 65,000 2,324
HCIA, Inc. (a) 80,000 5,180
Medaphis Corp. (a) 200,000 7,550
Premier Technologies, Inc. (a) 5,000 236
Service Corp. International 40,000 2,235
Sitel Corp. (a) 68,800 1,806
Sterling Healthcare Group, Inc. (a) 155,000 3,158
Veterinary Centers of America, Inc. 24,800 617
28,765
TOTAL SERVICES 50,906
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - 39.8%
COMMUNICATIONS EQUIPMENT - 6.2%
Aspect Telecommunications Corp. (a) 30,000 $ 1,703
Cisco Systems, Inc. (a) 1,125,000 61,593
DSC Communications Corp. (a) 40,000 1,205
DSP Communications, Inc. (a) 60,800 2,295
P-COM, Inc. (a) 41,500 1,240
Pairgain Technologies, Inc. 25,000 2,544
U.S. Robotics Corp. (a) 480,000 44,040
Ultrak, Inc. 6,000 116
114,736
COMPUTER SERVICES & SOFTWARE - 23.4%
Affiliated Computer Services, Inc. Class A (a) 115,000 5,520
America Online, Inc. (a) 785,000 44,353
American Management Systems, Inc. (a) 185,050 5,274
Analysts International Corp. 53,900 2,318
Arbor Software Corp. (a) 25,000 1,519
Ascend Communications, Inc. (a) 810,000 54,164
Aspect Development, Inc. 1,000 30
Astea International, Inc. (a) 75,000 1,781
Automatic Data Processing, Inc. 100,000 3,838
BBN Corp. 150,000 3,938
BMC Software, Inc. (a) 75,000 4,725
Broadway & Seymour, Inc. (a) 126,300 1,958
Business Objects SA sponsored ADR (a) 150,000 6,975
CACI International, Inc. Class A (a) 225,000 2,897
CUC International, Inc. (a) 650,000 24,050
Ceridian Corp. (a) 29,300 1,549
Ciber, Inc. (a) 20,700 947
Cognos, Inc. 108,300 2,588
CompUSA, Inc. (a) 350,000 15,313
Compuserve Corp. (a) 100,000 2,475
Computer Sciences Corp. (a) 165,000 13,014
Cooper & Chyan Technology, Inc. (a) 65,000 1,625
DST Systems, Inc. (a) 40,000 1,395
Data Broadcasting Corp. (a) 114,300 1,143
Electronic Arts, Inc. (a) 55,000 1,739
Electronics for Imaging, Inc. (a) 135,000 10,800
First Data Corp. 55,000 4,386
General Motors Corp. Class E 300,000 16,913
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
HBO & Co. 110,000 $ 13,736
Harbinger Corp. 5,000 120
Henry (Jack) & Associates, Inc. 21,100 694
Inso Corp. (a) 135,000 7,661
Keane, Inc. (a) 131,000 5,224
Legato Systems, Inc. 25,000 1,288
Lycos, Inc. (a)(c) 236,800 3,641
Macromedia, Inc. (a) 215,000 9,164
McAfee Associates, Inc. (a) 187,500 6,938
Microsoft Corp. (a) 225,000 26,719
Netscape Communications Corp. (a) 210,000 14,293
Open Text Corp. (a) 100,000 1,088
Oracle Systems Corp. (a) 1,350,000 44,719
Orcad, Inc. 25,000 370
Parametric Technology Corp. (a) 150,000 6,863
Peoplesoft, Inc. (a) 225,000 15,919
Physician Computer Network, Inc. (a) 185,000 2,289
Policy Management Systems Corp. (a) 63,300 3,387
Rational Software Corp. (a) 55,000 3,417
Sterling Software, Inc. (a) 150,000 12,075
SunGard Data Systems, Inc. (a) 85,000 3,209
Technology Solutions, Inc. (a) 85,000 3,007
Vantive Corp. (a) 25,000 953
Viasoft, Inc. (a) 50,000 2,675
Vitalcom, Inc. (a)(c) 100,000 2,200
428,876
COMPUTERS & OFFICE EQUIPMENT - 5.6%
Adaptec, Inc. (a) 435,000 26,043
Bay Networks, Inc. (a) 275,000 7,975
Compaq Computer Corp. (a) 90,000 4,376
Dell Computer Corp. (a) 90,000 4,984
Exabyte Corp. (a) 63,400 1,260
FileNet Corp. (a) 133,000 6,168
Fore Systems, Inc. (a) 40,000 3,240
Gateway 2000, Inc. (a) 185,000 7,007
Hewlett-Packard Co. 75,000 8,006
Hutchinson Technology, Inc. (a) 35,700 2,026
In Focus Systems, Inc. (a) 75,000 4,313
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Quantum Corp. 62,700 $ 1,497
SCI Systems, Inc. (a) 85,000 3,825
Safeguard Scientifics, Inc. (a) 20,000 1,763
Seagate Technology (a) 170,000 9,988
Stormedia, Inc. Class A (a) 54,500 1,397
Sun Microsystems, Inc. (a) 150,000 9,394
103,262
ELECTRONIC INSTRUMENTS - 0.1%
Thermo Voltek Corp. (a) 75,000 1,650
ELECTRONICS - 4.4%
Altera Corp. (a) 50,000 2,419
Analog Devices, Inc. (a) 215,000 5,939
Atmel Corp. (a) 185,000 6,568
Cyrix Corp. (a) 410,200 12,665
ESS Technology, Inc. (a) 150,000 3,338
Intel Corp. 365,000 27,556
International Rectifier Corp. (a) 140,000 3,640
Linear Technology Corp. 125,000 4,313
Maxim Integrated Products, Inc. (a) 139,700 4,750
S-3, Inc. (a) 200,000 2,825
Solectron Corp. (a) 100,000 4,338
Xilinx, Inc. (a) 75,000 2,606
80,957
PHOTOGRAPHIC EQUIPMENT - 0.1%
3D Systems Corp. (a) 90,000 2,081
TOTAL TECHNOLOGY 731,562
TRANSPORTATION - 0.4%
AIR TRANSPORTATION - 0.4%
America West Airlines, Inc. Class B (a) 135,000 2,750
Atlantic Southeast Airlines, Inc. 75,000 1,988
Southwest Airlines Co. 75,000 2,053
6,791
TRUCKING & FREIGHT - 0.0%
Landstar System, Inc. 9,000 266
TOTAL TRANSPORTATION 7,057
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - 6.5%
CELLULAR - 4.7%
AirTouch Communications, Inc. (a) 1,150,000 $ 36,656
Arch Communications Group, Inc. (a) 125,013 2,875
Palmer Wireless, Inc. (a) 426,000 9,106
360 Degrees Communications Co. (a) 335,000 7,747
United States Cellular Corp. (a) 92,100 2,913
Vanguard Cellular Systems, Inc. Class A (a) 1,150,000 27,744
87,041
TELEPHONE SERVICES - 1.8%
Comsat Corp., Series 1 102,000 2,894
Frontier Corp. 175,000 5,600
LCI International, Inc. (a) 229,600 7,319
Lucent Technologies, Inc. (a) 85,000 3,230
MCI Communications Corp. 135,000 3,932
Telebras sponsored ADR 25,000 1,609
Telefonos de Mexico SA sponsored ADR representing shares
Ord. Class L 25,000 825
Trescom International, Inc. (a) 40,000 700
WorldCom, Inc. (a) 125,000 6,109
32,218
TOTAL UTILITIES 119,259
TOTAL COMMON STOCKS
(Cost $1,255,919) 1,690,291
REPURCHASE AGREEMENTS - 7.9%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.32%, dated
5/31/96 due 6/3/96 $ 145,769 145,704
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,401,623) $ 1,835,995
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 $1,083,000 or 0.1% of net
assets.
(3.) Affiliated company (see Note 6 of Notes to Financial Statements).
INCOME TAX INFORMATION
At May 31, 1996, the aggregate cost of investment securities for income tax
purposes was $1,402,369,000. Net unrealized appreciation aggregated
$433,626,000 of which $454,362,000 related to appreciated investment
securities and $20,736,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) MAY 31, 1996 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 1,835,995
agreements of $145,704) (cost $1,401,623) -
See accompanying schedule

Cash 1

Receivable for investments sold 3,254

Receivable for fund shares sold 13,456

Dividends receivable 293

Other receivables 415

TOTAL ASSETS 1,853,414

LIABILITIES

Payable for investments purchased $ 31,811

Payable for fund shares redeemed 1,843

Accrued management fee 1,073

Other payables and accrued expenses 623

TOTAL LIABILITIES 35,350

NET ASSETS $ 1,818,064

Net Assets consist of:

Paid in capital $ 1,344,211

Accumulated net investment (loss) (1,804)

Accumulated undistributed net realized gain (loss) on 41,284
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 434,373
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 69,502 shares outstanding $ 1,818,064

NET ASSET VALUE and redemption price per share $26.16
($1,818,064 (divided by) 69,502 shares)

Maximum offering price per share $26.97
(100/97.00 of $26.16)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1996 (UNAUDITED)

INVESTMENT INCOME $ 1,610
Dividends

Interest 4,131

TOTAL INCOME 5,741

EXPENSES

Management fee $ 4,581
Basic fee

Performance adjustment 785

Transfer agent fees 1,776

Accounting fees and expenses 277

Non-interested trustees' compensation 2

Custodian fees and expenses 55

Registration fees 173

Audit 20

Legal 6

Miscellaneous 6

Total expenses before reductions 7,681

Expense reductions (136) 7,545

NET INVESTMENT INCOME (LOSS) (1,804)

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

Investment securities 45,754

Foreign currency transactions (4) 45,750

Change in net unrealized appreciation (depreciation) on 133,181
investment securities

NET GAIN (LOSS) 178,931

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 177,127
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED MAY NOVEMBER 30,
31,1996 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ (1,804) $ (6,017)
Net investment income (loss)

Net realized gain (loss) 45,750 78,535

Change in net unrealized appreciation (depreciation) 133,181 242,343

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 177,127 314,861
FROM OPERATIONS

Distributions to shareholders from net realized gains (59,173) (1,472)

Share transactions 545,110 696,173
Net proceeds from sales of shares

Reinvestment of distributions 58,461 1,448

Cost of shares redeemed (235,549) (291,096)

Redemption fees 326 754

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 368,348 407,279
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 486,302 720,668

NET ASSETS

Beginning of period 1,331,762 611,094

End of period (including accumulated net investment $ 1,818,064 $ 1,331,762
loss of $1,804 and $0, respectively)

OTHER INFORMATION
Shares

Sold 22,692 31,072

Issued in reinvestment of distributions 2,601 89

Redeemed (10,345) (13,468)

Net increase (decrease) 14,948 17,693

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED YEARS ENDED NOVEMBER 30, DECEMBER 28,
MAY 31, 1996 1990
(COMMENCEMENT
OF OPERATIONS) TO

(UNAUDITED) 1995 1994 E 1993 1992 NOVEMBER 30,
1991

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, $ 24.41 $ 16.58 $ 19.63 $ 16.92 $ 14.81 $ 10.00
beginning of period

Income from (.03) (.14) D (.07) D (.03) .09 (.01)
Investment
Operations
Net investment
income (loss)

Net realized and un- 2.85 7.99 .34 3.29 2.50 4.80
realized gain (loss)

Total from investment 2.82 7.85 .27 3.26 2.59 4.79
operations

Less Distributions - - - (.02) - -
From net investment
income

From net (1.08) (.04) (3.33) (.54) (.50) -
realized gain

Total distributions (1.08) (.04) (3.33) (.56) (.50) -

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

Net asset value, $ 26.16 $ 24.41 $ 16.58 $ 19.63 $ 16.92 $ 14.81
end of period

TOTAL RETURN B, C 12.37% 47.59% 1.27% 19.85% 18.03% 48.10%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 1,818 $ 1,332 $ 611 $ 634 $ 615 $ 530
period (in millions)

Ratio of expenses to 1.11% A 1.10% 1.04% 1.20% 1.09% 1.31% A
average net assets

Ratio of expenses to 1.09% A, F 1.09% F 1.02% 1.19% 1.09% 1.31% A
average net assets F F
after expense
reductions

Ratio of net investment (.26)% A (.66)% (.41)% (.20)% .56% (.10)% A
income (loss) to
average net assets

Portfolio turnover rate 139% A 102% 180% 332% 531% 326% A

Average commission $ .0407
rate G

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
G FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended May 31, 1996 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Emerging Growth Fund (the fund) is a fund of Fidelity Mt. Vernon
Street Trust (the trust) and is authorized to issue an unlimited number of
shares. The trust is registered under the Investment Company Act of 1940,
as amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (including restricted securities) for which
exchange quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value 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.
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. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, net operating losses and losses deferred due to wash sales and
excise tax regulations. 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 the per-share allocation between net investment income and realized
and unrealized gain (loss). Accumulated net investment loss and accumulated
undistributed net realized gain (loss) on investments and foreign currency
trans-
actions may include temporary book and tax basis differences that will
reverse in a subsequent period. 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. The
fee, which is retained by the fund, 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.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. Losses may arise
from changes in the value of the foreign currency or if the counterparties
do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any
2. OPERATING POLICIES -
CONTINUED
FORWARD FOREIGN CURRENCY
CONTRACTS - CONTINUED
realized gain (loss) is recognized on the date of offset; otherwise, gain
(loss) is recognized on settlement date.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that mature in
60 days or less from the date of purchase, and are collateralized by U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,199,096,000 and $895,917,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The 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 annualized rate of .77% of average net
assets after the performance adjustment.
SALES LOAD. For the period, Fidelity Distributors Corporation, an affiliate
of FMR and the general distributor of the fund, received sales charges of
$1,999,000 on sales of shares of the fund.
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 account fees and asset-based fees that vary according to
account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annualized rate of
.26% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $241,000 for the period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$124,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby interest earned on uninvested cash balances was used
to offset a portion of the fund's expenses. During the period, the fund's
custodian and transfer agent fees were reduced by $3,000 and $9,000,
respectively, under these arrangements.
6. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions during the period with
companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Lycos, Inc. $ 1,130 $ - $ - $ 3,641
Vitalcom, Inc. - - - 2,200
TOTALS $ 1,130 $ - $ - $ 5,841
TO CALL FIDELITY

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
Lawrence Greenberg, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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 *
ADVISORY BOARD
William O. McCoy
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'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE