FIDELITY MT VERNON STREET TRUST, N-30D, 1997-07-17

FIDELITY MT VERNON STREET TRUST
N-30D, 1997-07-17

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FIDELITY

(registered trademark)
NEW MILLENNIUM(registered trademark)
FUND
SEMIANNUAL REPORT
MAY 31, 1997
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 24 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 28 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.
To reduce expenses and demonstrate respect for our environment, we have
initiated a project through which we will begin eliminating duplicate
copies of most financial reports and prospectuses to most households, even
if they have more than one account in the fund. If additional copies of
financial reports, prospectuses or historical account information are
needed, please call 1-800-544-6666.
PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
Through the first five months of 1997, stock and bond markets experienced
the kind of short-term volatility that can affect them from time to time.
After climbing steadily upward for more than two years, stock prices saw a
sharp correction in late March and early April. Returns in the bond market
were essentially stagnant as the Federal Reserve Board implemented a
long-expected increase in short-term interest rates at the end of March.
While it's impossible to predict the future direction of the markets with
any degree of certainty, there are certain basic principles that can help
investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will greatly
reduce your vulnerability to any single decline. We know from experience,
for example, that stock prices have gone up over longer periods of time,
have significantly outperformed other types of investments and have stayed
ahead of inflation.
Second, you can further manage your investing risk through diversification.
A stock mutual fund, for instance, is already diversified, because it
invests in many different companies. You can increase your diversification
further by investing in a number of different stock funds, or in such other
investment categories as bonds. If you have a short investment time
horizon, you might want to consider moving some of your investment into a
money market fund, which seeks income and a stable share price by investing
in high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will achieve
its goal of maintaining a stable net asset value of $1.00 per share, and
that these types of funds are neither insured nor guaranteed by any agency
of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it makes
good sense to follow a regular investment plan, investing a certain amount
of money in a fund at the same time each month or quarter and periodically
reviewing your overall portfolio. By doing so, you won't get caught up in
the excitement of a rapidly rising market, nor will you buy all your shares
at market highs. While this strategy - known as dollar cost averaging -
won't assure a profit or protect you from a loss in a declining market, it
should help you lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are available
24 hours a day, seven days a week to provide you the information you need
to make the investments that are right for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change or the growth of a hypothetical $10,000 investment. Total return
reflects the change in the value of an investment, assuming reinvestment of
the fund's dividend income and capital gains (the profits earned upon the
sale of securities that have grown in value).
CUMULATIVE TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PERIODS ENDED MAY 31, 1997 PAST 6 PAST 1 LIFE OF
MONTHS YEAR FUND

Fidelity New Millennium 10.78% 16.97% 163.24%

Fidelity New Millennium (incl. 3% sales charge) 7.46% 13.46% 155.34%

S&P 500(registered trademark) 13.15% 29.42% 115.84%

Capital Appreciation Funds Average 5.11% 7.23% n/a

</TABLE>

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 had invested $1,000 in a
fund that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare the fund's returns to the performance of
the Standard & Poor's 500 Index - a widely recognized, unmanaged index of
common stocks. 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 mutual funds with similar objectives tracked by
Lipper Analytical Services, Inc. The past six months average represents a
peer group of 227 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges.
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<CAPTION>
<S> <C> <C>
PERIODS ENDED MAY 31, 1997 PAST 1 LIFE OF
YEAR FUND

Fidelity New Millennium 16.97% 24.44%

Fidelity New Millennium (incl. 3% sales charge) 13.46% 23.58%

S&P 500 29.42% 18.98%

Capital Appreciation Funds Average 7.23% n/a
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking an arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)
$10,000 OVER LIFE OF FUND
1992/12/28 9700.00 10000.00
1992/12/31 9777.60 9910.45
1993/01/31 10291.70 9993.70
1993/02/28 10029.80 10129.62
1993/03/31 10437.20 10343.35
1993/04/30 10340.20 10093.04
1993/05/31 10951.30 10363.53
1993/06/30 11038.60 10393.59
1993/07/31 11242.30 10352.01
1993/08/31 11620.60 10744.36
1993/09/30 11892.20 10661.62
1993/10/31 12105.60 10882.32
1993/11/30 11610.90 10778.94
1993/12/31 12189.94 10909.36
1994/01/31 12418.52 11280.28
1994/02/28 12448.35 10974.59
1994/03/31 11682.76 10496.09
1994/04/30 11613.16 10630.44
1994/05/31 11533.62 10804.78
1994/06/30 11285.05 10540.07
1994/07/31 11523.67 10885.78
1994/08/31 12160.01 11332.10
1994/09/30 12368.81 11054.46
1994/10/31 12756.58 11303.19
1994/11/30 12229.61 10891.52
1994/12/31 12290.89 11053.05
1995/01/31 12026.25 11339.65
1995/02/28 12546.03 11781.56
1995/03/31 13014.85 12129.23
1995/04/30 13830.19 12486.44
1995/05/31 13983.06 12985.52
1995/06/30 15195.88 13287.17
1995/07/31 16500.42 13727.78
1995/08/31 16694.06 13762.23
1995/09/30 17325.95 14343.00
1995/10/31 17162.88 14291.79
1995/11/30 18457.23 14919.20
1995/12/31 18699.43 15206.55
1996/01/31 18382.01 15724.18
1996/02/29 19679.17 15869.94
1996/03/31 20056.13 16022.77
1996/04/30 21231.33 16258.95
1996/05/31 21830.02 16678.26
1996/06/30 21098.29 16741.81
1996/07/31 19346.57 16002.15
1996/08/31 20344.39 16339.64
1996/09/30 21763.50 17259.24
1996/10/31 21852.20 17735.24
1996/11/30 23049.58 19075.85
1996/12/31 23027.71 18697.96
1997/01/31 24805.04 19866.21
1997/02/28 22902.22 20021.96
1997/03/31 22400.88 19199.26
1997/04/30 23232.65 20345.45
1997/05/30 25534.27 21584.08
$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 the current maximum 3% sales charge was paid. As the
chart shows, by May 31, 1997, the value of the investment would have grown
to $25,534 - a 155.34% 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 $21,584 - a
115.84% 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
long-term growth and
short-term volatility. In turn,
the share price and return of
a fund that invests in stocks
will vary. That means if you
sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(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. For the six months that ended May 31, 1997, the fund produced a return
of 10.78%. This beat the 5.11% return of the capital appreciation funds
average tracked by Lipper Analytical Services, over the same period, but
lagged the Standard & Poor's 500 Index, which had a six-month return of
13.15%. For the 12 months that ended May 31, 1997, the fund returned
16.97%, while the Lipper peer group and the S&P 500 returned 7.23% and
29.42%, respectively.
Q. WHAT PRIMARY FACTORS INFLUENCED THE FUND'S PERFORMANCE?
A. There were a couple. First, uncertainty concerning the economic cycle
played a key role. The cycle we've seen and continue to see has been unlike
any others in terms of both its duration and its varied perplexities.
Unemployment rates have stayed low, inflation has been kept in check and
the backdrop for stocks in general has been favorable. Investors developed
an "all good things must come to an end" mentality, however, and we saw an
enormous valuation correction among smaller stocks as a result. Which leads
me to the next factor, that of the market's "narrowness." Despite this
economic uncertainty, investors still wanted equity exposure and tended to
favor the larger-cap, more stable stocks. Much of the market's gain during
the period, in fact, was linked to the strong performance of the top 25
stocks in the S&P 500. Since my aim is to find companies poised for focused
growth, large-caps aren't at the forefront of my stock picking process.
Q. WHY DO YOU THINK THE FUND UNDERPERFORMED THE INDEX DURING THE PERIOD,
YET POSTED A HIGHER RETURN THAN ITS PEER GROUP?
A. The large-cap rally made it difficult for funds of all orientations to
top the S&P 500. Small-caps, mid-caps, international equities . . . nothing
has seemed to work. In terms of the peer group, I think my strategy of
looking for inefficiently priced growth stocks has added some value. I'd
also have to tip my hat to our research group. Their analysis of each
individual stock provides a sense of comfort in that, to the extent we
don't see wide-ranging earnings disappointments, I don't typically have a
lot of individual downers detracting from performance.
Q. YOU'RE ALWAYS LOOKING FOR NEW AND UNIQUE INVESTMENT OPPORTUNITIES. WHAT
INTERESTED YOU DURING THIS PAST PERIOD?
A. Everything from power to hurricanes to ATM machines. One compelling area
was the utility sector. The effects of deregulation have taken hold here,
particularly with power-generating utilities. In a year to a year and a
half, commercial and residential customers in three or four states will
have the ability to buy power from any source at a negotiated price. As a
result, all sorts of intermediaries have cropped up, and many of the
existing power companies are taking action to stay competitive. From an
investing standpoint, that's an ideal situation. The fund's investment in
Black Hills Power Corp. reflected this strategy. Another area involved the
weather, as climatologists feel strongly that 1997 will be a very active
year for hurricanes. I've been attracted to certain types of companies that
can benefit from these storms, including insurance companies, which most
likely will have to raise their rates on hurricane insurance, as well as
companies specializing in reconstruction efforts. Lastly, the general
outsourcing trend in the banking industry was appealing. Banks have taken
proactive steps to deliver more efficient, lower-cost service to their
customers. An example of an investment in this area was Diebold, a
well-known ATM manufacturer.
Q. THE FUND'S TECHNOLOGY STOCK WEIGHTING FELL FROM AROUND 45% TO
APPROXIMATELY 38% DURING THE PERIOD. WHAT WAS THE STORY THERE?
A. Technology stocks have had a bumpy ride. In early 1997, we saw a major
correction as a slowdown in PC demand became evident. The stocks bounced
back for a brief time, but suffered again when several key technology
companies announced earnings shortfalls. While this correction had a
negative impact on many of the fund's tech holdings, I tried to focus on
areas that can have significant future benefits. This included emphasizing
companies that will be involved in updating microchip compatibility as well
as companies engaged in finding ways to increase bandwidth - the capacity
for high volumes of communication to flow through fiber optic cable.
Q. WHICH INDIVIDUAL STOCKS CONTRIBUTED POSITIVELY TO PERFORMANCE? WHICH
ONES HURT?
A. I continued to pursue the "year 2000" theme, in which the world's
computers will need to be updated at the turn of the millennium. Companies
such as Keane and Viasoft were examples of this play and each helped
performance. Wolverine World Wide, a footwear company, and Corning, a
leader in fiber optic cable, were also positive contributors. Hutchinson
Technology was a major disappointment, as the company performed well in
early 1997, then saw demand level off amid delays in new product
manufacturing.
Q. WHAT'S YOUR OUTLOOK?
A. I think the market will continue to perform well. Of course, the Federal
Reserve Board is pivotal in terms of setting fiscal policy and there's no
telling what it might do. I'm going to continue doing what I do best:
looking for stocks with attractive valuations and the capability to post
earnings surprises. If the market continues to reward earnings surprises,
as it always has, I think the fund will be just fine.
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: long-term capital
appreciation by investing
mainly in equity securities of
companies that are likely to
benefit from social and
economic trends
FUND NUMBER: 300
TRADING SYMBOL: FMILX
START DATE: December 28,
1992
SIZE: as of May 31 1997,
more than $1.3 billion
MANAGER: Neal Miller, since
inception; joined Fidelity
in 1988
(checkmark)
NEAL MILLER ON "TREND"
INVESTING:
"When I'm looking for trends
that may offer attractive
opportunities, I look for
anomalies. My play on
hurricanes, for instance,
evolved as I was looking
through a publication and saw
a headline forecasting severe
hurricane activity for 1997.
That's something that won't be
the case each year. As a
result, I started thinking of
the different businesses that
can benefit from these
storms. One position held by
the fund - Butler
Manufacturing - played a
significant part in the rebuilding
efforts following 1992's
Hurricane Andrew. Stanley
Works, the popular toolmaker,
is a different trend example.
Despite good brand name
recognition, the company
went through a prolonged
period of weak earnings. New
management came on board,
however, and the company
seems to have recaptured
some market share. Keeping
abreast of potential trends is
time-consuming, but I enjoy it.
I subscribe to over 200
publications - everything
from teen-oriented magazines
to general interest
magazines. My interest in
monitoring social attitudes
has helped me identify many
trends in the past and should
continue to do so in the
future."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF MAY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Global Marine, Inc. 3.1 2.1

Viasoft, Inc. 3.0 1.9

Wolverine World Wide, Inc. 2.7 2.1

Keane, Inc. 2.3 0.7

Smith International, Inc. 2.3 1.8

ASM Lithography Holding NV 2.2 0.0

Lucent Technologies, Inc. 2.1 0.7

KLA Instruments Corp. 2.1 1.0

Quantum Corp. 1.7 0.8

Microsoft Corp. 1.4 1.2

TOP FIVE MARKET SECTORS AS OF MAY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Technology 38.3 44.6

Energy 9.9 11.6

Services 6.5 3.6

Durables 5.9 4.9

Health 5.2 3.2

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF MAY 31, 1997 * AS OF NOVEMBER 30, 1996 **
Row: 1, Col: 1, Value: 3.7
Row: 1, Col: 2, Value: 96.3
Stocks 94.6%
Short-term
investments 5.4%
FOREIGN
INVESTMENTS 4.8%
Stocks 96.3%
Short-term
investments 3.7%
FOREIGN
INVESTMENTS 7.3%
Row: 1, Col: 1, Value: 5.4
Row: 1, Col: 2, Value: 94.59999999999999
*
**
INVESTMENTS MAY 31, 1997 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 95.9%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 1.3%
AEROSPACE & DEFENSE - 1.0%
Boeing Co. 48,900 $ 5,147
Fairchild Corp. Class A 392,300 6,424
Sundstrand Corp. 31,600 1,572
13,143
SHIP BUILDING & REPAIR - 0.3%
Avondale Industries, Inc. (a) 10,300 196
Halter Marine Group, Inc. (a) 175,598 4,127
Newport News Shipbuilding, Inc. 12,800 212
4,535
TOTAL AEROSPACE & DEFENSE 17,678
BASIC INDUSTRIES - 3.7%
CHEMICALS & PLASTICS - 0.4%
Air Products & Chemicals, Inc. 32,500 2,527
Avery Dennison Corp. 59,200 2,227
Lydall, Inc. 1,200 28
Oil Dri Corp. of America 2,900 45
Petrolite Corporation 19,700 1,184
6,011
IRON & STEEL - 1.2%
Quanex Corp. 14,200 386
SPS Technologies, Inc. (a) 171,000 12,569
Tubos De Acero De Mexico ADR 151,300 2,648
15,603
METALS & MINING - 0.7%
AFC Cable Systems, Inc. (a) 36,500 999
Phelps Dodge Corp. 83,700 6,999
Uranium Resources, Inc. (a) 160,800 925
8,923
PACKAGING & CONTAINERS - 1.3%
Corning, Inc. 354,700 17,868
PAPER & FOREST PRODUCTS - 0.1%
Bowater, Inc. 14,900 736
Mail-Well, Inc. (a) 22,300 719
1,455
TOTAL BASIC INDUSTRIES 49,860
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - 2.2%
BUILDING MATERIALS - 0.4%
Coflexip sponsored ADR (a) 168,400 $ 4,789
Kaynar Technologies, Inc. 23,900 436
Ply-Gem Industries, Inc. 13,100 219
5,444
CONSTRUCTION - 1.2%
Butler Manufacturing Co. 327,850 11,762
Lennar Corp. 48,800 1,281
McDermott (J. Ray) SA 24,200 659
Morrison Knudsen Corp. (a) 72,700 918
NCI Building Systems, Inc. (a) 71,500 2,082
16,702
ENGINEERING - 0.3%
MYR Group, Inc. 100 1
MasTec, Inc. (a) 600 24
Stone & Webster, Inc. 84,100 3,607
3,632
REAL ESTATE INVESTMENT TRUSTS - 0.3%
First Industrial Realty Trust, Inc. 145,100 4,281
TOTAL CONSTRUCTION & REAL ESTATE 30,059
DURABLES - 5.9%
AUTOS, TIRES, & ACCESSORIES - 0.4%
Bandag, Inc. 11,600 576
Cummins Engine Co., Inc. 16,200 1,033
Miller Industries, Inc. (a) 124,850 2,044
Navistar International Corp. 14,700 244
Oshkosh Truck Corp. Class B 2,200 30
TBC Corp. (a) 37,000 282
World Fuel Services Corp. 61,200 1,232
5,441
CONSUMER DURABLES - 0.7%
Dupont Photomasks, Inc. (a) 160,000 8,680
Oneida Ltd. 25,400 606
9,286
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
CONSUMER ELECTRONICS - 0.4%
Matsushita Electric Industrial Co. Ltd. 55,000 $ 1,036
Sony Corp. ADR 25,600 2,182
Sunbeam-Oster, Inc. 52,100 1,759
4,977
HOME FURNISHINGS - 1.2%
Miller (Herman), Inc. 441,000 15,766
O'Sullivan Industries Holdings, Inc. (a) 80,700 1,261
17,027
TEXTILES & APPAREL - 3.2%
Fuqua Enterprises, Inc. (a) 5,500 106
Guilford Mills, Inc. 16,800 330
Hartmarx Corp. 39,000 385
Interface, Inc. Class A 10,200 237
Kellwood Co. 5,600 147
Liz Claiborne, Inc. 87,600 3,997
Oxford Industries, Inc. 13,300 321
Pacific Sunwear of California, Inc. (a) 16,800 617
Russell Corp. 49,500 1,516
Wolverine World Wide, Inc. 1,410,600 36,499
44,155
TOTAL DURABLES 80,886
ENERGY - 9.9%
COAL - 0.2%
Zeigler Coal Holding Co. 118,200 2,748
ENERGY SERVICES - 9.7%
Atwood Oceanics, Inc. (a) 124,900 8,368
Diamond Offshore Drilling, Inc. (a) 114,876 8,171
ENSCO International, Inc. (a) 206,800 10,314
Global Marine, Inc. (a) 1,893,900 42,613
Layne Christensen Co. (a) 30,100 658
Marine Drilling Companies, Inc. (a) 759,700 15,289
Noble Drilling Corp. (a) 423,600 9,213
Reading & Bates Corp. (a) 225,800 5,730
Rowan Companies, Inc. (a) 64,600 1,494
Smith International, Inc. (a) 591,900 31,001
132,851
TOTAL ENERGY 135,599
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 5.1%
BANKS - 2.8%
Cape Cod Bank & Trust Co. 4,600 $ 134
Crestar Financial Corp. 35,500 1,349
Cullen Frost Bankers, Inc. 67,000 2,638
First Tennessee National Corp. 102,700 4,634
Independent Bank Corp. 12,600 135
Marshall & Ilsley Corp. 42,600 1,699
NationsBank Corp. 18,900 1,113
Northern Trust Corp. 64,400 3,164
Pacific Century Financial Corp. 81,500 3,749
Riggs National Corp. 344,100 6,366
Silicon Valley Bancshares (a) 71,800 2,836
SouthTrust Corp. 11,800 459
Summit Bancorp 76,500 3,777
SunTrust Banks, Inc. 8,400 448
US Trust Corp. 21,900 1,029
Zions Bancorp 157,200 4,835
38,365
CREDIT & OTHER FINANCE - 0.1%
Federal Agricultural Mortgage Corp. Class C (non-vtg.) (a) 44,300 1,567
FEDERAL SPONSORED CREDIT - 0.5%
Student Loan Marketing Association 50,900 6,191
INSURANCE - 1.2%
AFLAC, Inc. 45,400 2,315
Conseco, Inc. 91,800 3,672
Hartford Steam Boiler Inspection & Insurance Co. 132,800 6,773
Horace Mann Educators Corp. 25,000 1,207
Progressive Corp. 26,100 2,065
16,032
SAVINGS & LOANS - 0.0%
Glendale Federal Bank FSB (a) 22,800 581
SECURITIES INDUSTRY - 0.5%
Donaldson Lufkin & Jenrette, Inc. 6,200 326
Franklin Resources, Inc. 69,300 4,487
Jefferies Group, Inc. 6,800 366
Provida SA sponsored ADR 14,500 298
Schwab (Charles) Corp. 19,600 796
6,273
TOTAL FINANCE 69,009
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - 5.2%
DRUGS & PHARMACEUTICALS - 2.1%
American Home Products Corp. 31,500 $ 2,402
Amgen, Inc. 30,500 2,040
Barr Laboratories, Inc. 10,100 270
Biogen, Inc. (a) 54,500 1,809
Bristol-Myers Squibb Co. 48,400 3,551
Hauser Chemical Research, Inc. (a) 308,500 1,851
Lilly (Eli) & Co. 18,600 1,730
Merck & Co., Inc. 141,800 12,744
Regeneron Pharmaceuticals, Inc. (a) 110,000 1,169
Schering-Plough Corp. 11,200 1,016
28,582
MEDICAL EQUIPMENT & SUPPLIES - 2.3%
Arterial Vascular Engineering, Inc. (a) 51,400 1,072
Ballard Medical Products 95,100 1,831
Bindley Western Industries, Inc. 30,600 673
Cooper Companies, Inc. (a) 150,000 3,113
Dentsply International, Inc. 76,500 3,844
Depuy, Inc. (a) 58,400 1,416
Dionex Corp. (a) 66,200 3,509
Heartport, Inc. 14,800 355
Hillenbrand Industries, Inc. 33,500 1,579
Johnson & Johnson 55,600 3,329
McKesson Corp. 42,100 3,163
Owens and Minor, Inc. 62,700 792
Sofamor/Danek Group, Inc. (a) 80,200 3,689
Sybron International Corp. (a) 106,900 3,862
32,227
MEDICAL FACILITIES MANAGEMENT - 0.8%
American Healthcorp, Inc. (a) 26,500 294
HEALTHSOUTH Rehabilitation Corp. (a) 77,158 1,765
Hooper Holmes, Inc. 1,700 37
Integrated Living Communities, Inc. (a) 500 6
Oxford Health Plans, Inc. (a) 27,900 1,967
PacifiCare Health Systems, Inc. Class B (a) 28,000 2,219
Renal Treatment Centers, Inc. (a) 24,700 710
Sunrise Assisted Living, Inc. (a) 31,700 999
Vencor, Inc. (a) 68,500 2,791
10,788
TOTAL HEALTH 71,597
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HOLDING COMPANIES - 0.2%
Citic Pacific Ltd. Ord. 446,000 $ 2,550
INDUSTRIAL MACHINERY & EQUIPMENT - 3.8%
ELECTRICAL EQUIPMENT - 1.7%
Alcatel Alsthom Compagnie Generale d'Electricite
SA sponsored ADR 176,300 4,011
Alcatel Alsthom Compagnie Generale d'Electricite SA 12,600 1,366
Cymer, Inc. (a) 158,000 8,374
MagneTek, Inc. (a) 11,200 196
Salient 3 Communications, Inc. Class A 35,400 460
Spectrain Corp. (a) 2,000 44
Westinghouse Electric Corp. 463,804 9,392
23,843
INDUSTRIAL MACHINERY & EQUIPMENT - 1.9%
Durco International, Inc. 33,300 941
Ionics, Inc. (a) 53,700 2,564
Lindsay Manufacturing Co. 166,150 5,981
Manitowoc Co., Inc. 228,600 10,230
PRI Automation, Inc. (a) 48,200 1,838
Stanley Works 73,300 3,005
Twin Disc, Inc. 28,900 694
25,253
POLLUTION CONTROL - 0.2%
United Waste Systems, Inc. (a) 58,300 2,237
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 51,333
MEDIA & LEISURE - 1.9%
BROADCASTING - 0.3%
American Radio Systems Corp. Class A 15,500 577
Clear Channel Communications, Inc. (a) 10,700 566
HSN, Inc. 20,200 619
Westwood One, Inc. (a) 86,600 2,360
4,122
LEISURE DURABLES & TOYS - 0.2%
Ag-Chem Equipment, Inc. (a) 38,500 770
Brunswick Corp. 82,400 2,513
3,283
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - 0.9%
Dover Downs Entertainment, Inc. 20,400 $ 390
Grand Casinos, Inc. (a) 31,600 407
International Speedway Corp.:
Class A (a) 31,700 626
Class B 135,300 2,571
Speedway Motorsports (a) 336,100 7,982
Tabcorp Holdings Ltd. 52,901 261
12,237
PUBLISHING - 0.3%
New York Times Co. (The) Class A 18,700 861
Pearson PLC 105,600 1,247
Score Board, Inc. (a) 84 0
South China Morning Post Holdings 1,568,000 1,508
3,616
RESTAURANTS - 0.2%
Cheesecake Factory, Inc. (a) 3,500 70
NPC International, Inc. (a) 49,400 587
Roadhouse Grill, Inc. 96,500 531
ShowBiz Pizza Time, Inc. (a) 36,900 830
2,018
TOTAL MEDIA & LEISURE 25,276
NONDURABLES - 3.2%
AGRICULTURE - 1.4%
DEKALB Genetics Corp. Class B 96,600 6,871
Pioneer Hi-Bred International, Inc. 171,700 11,976
18,847
BEVERAGES - 0.1%
Coca-Cola Bottling Co. Consolidated 8,700 392
Panamerican Beverages, Inc. Class A 27,800 806
Zaklady Piwowarskie W Zywcu SA 2,648 148
1,346
FOODS - 1.0%
Flowers Industries, Inc. 107,650 1,897
Hudson Foods, Inc. Class A 117,000 1,857
Pilgrims Pride Corp. 89,100 1,114
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
FOODS - CONTINUED
Sanderson Farms, Inc. 149,600 $ 2,207
Savanna Foods & Industries, Inc. 9,300 145
Tootsie Roll Industries, Inc. 97,175 4,689
Tyson Foods, Inc. 86,250 1,768
13,677
HOUSEHOLD PRODUCTS - 0.2%
Scholl PLC 461,300 2,248
TOBACCO - 0.5%
Dimon, Inc. 240,700 5,566
Mafco Consolidated Group, Inc. 15,000 497
Souza Cruz Industria Comerico 50,000 465
Universal Corp. 19,900 724
7,252
TOTAL NONDURABLES 43,370
RETAIL & WHOLESALE - 3.5%
APPAREL STORES - 0.0%
Brown Group, Inc. 12,400 223
DRUG STORES - 0.7%
Arbor Drugs, Inc. 50,200 985
CVS Corp. 10,345 495
Genovese Drug Stores, Inc. Class A 76,790 1,229
Rite Aid Corp. 84,000 3,906
Walgreen Co. 65,200 3,048
9,663
GENERAL MERCHANDISE STORES - 1.4%
Carrefour Supermarche SA 1,600 1,052
Coles Myer Ltd. 75,700 352
Costco Companies, Inc. (a) 85,300 2,879
MacFrugals Bargains Closeouts, Inc. (a) 111,000 3,302
99 Cents Only Stores (a) 6,500 164
Wal-Mart Stores, Inc. 353,000 10,502
18,251
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 0.3%
Ahold NV 10,000 $ 760
Koninklijke Ahold NV sponsored ADR 12,800 974
Whole Foods Market, Inc. (a) 87,500 2,745
4,479
RETAIL & WHOLESALE, MISCELLANEOUS - 1.1%
Barnes & Noble, Inc. (a) 35,700 1,486
Hancock Fabrics, Inc. 56,300 690
New West Eyeworks, Inc. (a) 44,900 275
Pier 1 Imports, Inc. 34,700 776
Tiffany & Co., Inc. 164,100 7,610
Williams-Sonoma, Inc. (a) 112,600 4,152
14,989
TOTAL RETAIL & WHOLESALE 47,605
SERVICES - 6.5%
ADVERTISING - 0.7%
CMG Information Services, Inc. (a) 316,400 5,459
Lycos, Inc. (a) 91,600 1,328
WPP Group PLC 671,800 2,639
9,426
EDUCATIONAL SERVICES - 0.0%
Apollo Group, Inc. Class A 9,300 329
LEASING & RENTAL - 0.1%
Republic Industries, Inc. (a) 44,800 1,078
PRINTING - 2.7%
ASM Lithography Holding NV (a) 578,000 30,201
Donnelley (R.R.) & Sons Co. 112,200 4,164
Standard Register Co. 5,100 178
Wallace Computer Services, Inc. 84,700 2,372
36,915
SERVICES - 3.0%
ABR Information Services, Inc. (a) 172,300 5,535
AccuStaff, Inc. (a) 213,300 5,119
ASE Test Ltd. 47,800 2,037
Assisted Living Concepts, Inc. (a) 1,000 25
Caribiner International, Inc. (a) 9,300 602
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - CONTINUED
SERVICES - CONTINUED
Coinmach Laundry Corp. 4,500 $ 92
Computer Horizons Corp. (a) 108,000 6,021
Gartner Group, Inc. Class A (a) 241,700 7,040
Learning Tree International, Inc. (a) 12,000 468
Regent Assisted Living, Inc. (a) 3,000 14
ServiceMaster LP 154,200 5,050
Snyder Communications, Inc. (a) 14,800 407
Sotheby's Holdings, Inc. Class A 533,000 8,262
Zebra Technologies Corp. Class A (a) 14,900 458
41,130
TOTAL SERVICES 88,878
TECHNOLOGY - 38.3%
COMMUNICATIONS EQUIPMENT - 3.2%
ADC Telecommunications, Inc. (a) 106,700 3,654
Andrew Corp. 284,100 7,742
Aspect Telecommunications Corp. (a) 88,600 1,994
Lucent Technologies, Inc. 455,900 29,007
Pairgain Technologies, Inc. (a) 47,400 989
43,386
COMPUTER SERVICES & SOFTWARE - 15.1%
Acceler8 Technology Corp. (a) 133,600 2,371
Acxiom Corp. (a) 209,500 3,562
BMC Software, Inc. (a) 115,100 6,230
Barra, Inc. (a) 72,900 2,151
Baan Co. NV (a) 114,200 6,881
CACI International, Inc. Class A (a) 188,800 3,469
Cadence Design Systems, Inc. (a) 112,000 3,724
Cambridge Technology Partners Mass., Inc. (a) 103,700 3,163
Cerner Corp. (a) 29,800 581
Ciber, Inc. (a) 48,500 2,007
Citrix Systems, Inc. (a) 63,900 2,404
Computer Learning Centers, Inc. (a) 9,750 284
Computer Task Group, Inc. 217,400 13,289
Compuware Corp. (a) 289,900 13,444
Data Dimensions, Inc. (a) 83,600 2,534
Data Transmission Network Corp. (a) 102,900 2,791
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Desktop Data, Inc. (a) 274,400 $ 2,195
Fair, Isaac & Co., Inc. 50,800 2,007
First Data Corp. 18,600 744
Gerber Scientific, Inc. 24,500 462
HBO & Co. 18,600 1,193
Henry (Jack) & Associates, Inc. 153,949 3,445
Information Resources, Inc. (a) 98,300 1,475
Intersolv, Inc. (a) 53,700 530
Keane, Inc. (a) 554,900 31,282
MARC, Inc. 30,850 578
Manugistics Group, Inc. 2,800 182
McAfee Associates, Inc. (a) 42,400 2,790
Metro Information Services, Inc. 15,500 285
Microsoft Corp. (a) 152,900 18,960
Open Market, Inc. (a) 19,500 190
Pegasystems, Inc. (a) 9,300 264
PeopleSoft, Inc. (a) 243,300 12,591
TSR, Inc. (a) 37,300 942
Transaction Systems Architects (a) 95,000 3,990
Tripos, Inc. (a) 97,700 1,563
Unicomp, Inc. 18,500 162
Vantive Corp. (a) 196,997 5,294
Viasoft, Inc. (a) 775,900 41,122
Whittman-Hart, Inc. (a) 29,500 767
Yahoo, Inc. (a) 141,100 4,550
206,448
COMPUTERS & OFFICE EQUIPMENT - 6.7%
Applied Magnetics Corp. (a) 48,900 1,216
Comdisco, Inc. 60,000 2,213
Compaq Computer Corp. (a) 75,300 8,151
Diebold, Inc. 462,412 17,340
EMC Corp. (a) 247,900 9,885
Emulex Corp. 3,000 60
Fore Systems, Inc. (a) 217,400 3,601
General Binding Corp. 57,300 1,690
Hutchinson Technology, Inc. (a) 660,300 18,158
Quantum Corp. (a) 593,700 23,080
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Silicon Graphics, Inc. (a) 148,500 $ 2,803
Symbol Technologies, Inc. 51,950 1,630
Western Digital Corp. (a) 25,100 1,359
91,186
ELECTRONIC INSTRUMENTS - 4.1%
Anadigics, Inc. (a) 123,800 4,101
Applied Materials, Inc. (a) 162,600 10,610
KLA Instruments Corp. (a) 607,200 28,880
Kulicke & Soffa Industries, Inc. (a) 163,700 5,525
Novellus Systems, Inc. (a) 70,200 5,748
Optical Coating Laboratory, Inc. 7,100 75
Spectra Physics AB Series A 48,700 836
55,775
ELECTRONICS - 9.1%
Advanced Micro Devices, Inc. (a) 79,300 3,172
Altera Corp. (a) 342,800 18,168
Etec Systems, Inc. (a) 175,600 7,814
Hitachi Ltd. 97,000 1,034
Intel Corp. 87,800 13,302
Linear Technology Corp. 224,700 11,263
Maxim Integrated Products, Inc. (a) 311,000 16,716
Micron Technology, Inc. 324,200 13,779
Motorola, Inc. 30,100 1,998
National Semiconductor Corp. (a) 62,700 1,763
Speedfam International, Inc. (a) 86,000 3,134
Supertex, Inc. (a) 192,400 2,838
Triquint Semiconductor, Inc. (a) 161,100 6,383
Vitesse Semiconductor Corp. (a) 225,250 8,081
Xilinx, Inc. (a) 271,800 14,575
Zilog, Inc. (a) 26,000 579
124,599
PHOTOGRAPHIC EQUIPMENT - 0.1%
Leica Camera AG (a) 49,100 1,324
Panavision, Inc. (a) 21,300 357
1,681
TOTAL TECHNOLOGY 523,075
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - 1.5%
AIR TRANSPORTATION - 1.2%
Alaska Air Group, Inc. (a) 82,800 $ 2,060
China Eastern Airlines sponsored ADR 14,900 441
Southwest Airlines Co. 57,400 1,478
US Airways Group, Inc. 347,500 12,075
16,054
RAILROADS - 0.2%
Trinity Industries, Inc. 88,500 2,655
TRUCKING & FREIGHT - 0.1%
Consolidated Freightways Corp. 18,500 229
Expeditors International of Washington, Inc. 59,000 1,704
Pittston Co. (Burlington Group) 9,300 239
2,172
TOTAL TRANSPORTATION 20,881
UTILITIES - 3.7%
ELECTRIC UTILITY - 2.2%
AES Corp. (a) 150,252 10,781
American Electric Power Co., Inc. 48,600 1,980
Black Hills Corp. 78,900 2,268
CILCORP, Inc. 61,400 2,379
Destec Energy, Inc. (a) 20,900 444
Eastern Utilities Associates 256,500 4,521
IES Industries, Inc. 14,800 431
Montana Power Co. 104,800 2,384
Niagara Mohawk Power Corp. (a) 465,100 4,070
Tucson Electric Power Co. 50,100 739
29,997
TELEPHONE SERVICES - 1.5%
Midcom Communications, Inc. (a) 48,000 354
Nippon Telegraph & Telephone sponsored ADR 27,800 1,303
Portugal Telecom SA 80,000 3,072
Telecom Argentina Class B sponsored ADR 18,900 1,009
Telebras sponsored ADR 74,200 10,193
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
Telefonica de Espana SA sponsored ADR 49,800 $ 4,351
U.S. Long Distance Corp. 33,400 518
20,800
TOTAL UTILITIES 50,797
TOTAL COMMON STOCKS
(Cost $1,015,897) 1,308,453
NONCONVERTIBLE PREFERRED STOCKS - 0.4%
UTILITIES - 0.4%
TELEPHONE SERVICES - 0.4%
Telecom Italia Mobile Spa de Risp
(Cost $4,615) 3,200,000 5,620
CASH EQUIVALENTS - 3.7%
Taxable Central Cash Fund (b)
(Cost $50,369) 50,368,880 50,369
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,070,881) $ 1,364,442
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.54%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At May 31, 1997, the aggregate cost of investment securities for income tax
purposes was $1,071,004,000. Net unrealized appreciation aggregated
$293,438,000, of which $313,531,000 related to appreciated investment
securities and $20,093,000 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, 1997 (UNAUDITED)

ASSETS

Investment in securities, at value (cost $1,070,881) - $ 1,364,442
See accompanying schedule

Cash 252

Receivable for investments sold 27,692

Receivable for fund shares sold 3,373

Dividends receivable 946

Interest receivable 293

Other receivables 19

TOTAL ASSETS 1,397,017

LIABILITIES

Payable for investments purchased $ 21,355

Payable for fund shares redeemed 2,766

Accrued management fee 833

Other payables and accrued expenses 242

TOTAL LIABILITIES 25,196

NET ASSETS $ 1,371,821

Net Assets consist of:

Paid in capital $ 993,013

Accumulated net investment (loss) (341)

Accumulated undistributed net realized gain (loss) on 85,592
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 293,557
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 61,225 shares outstanding $ 1,371,821

NET ASSET VALUE and redemption price per share $22.41
($1,371,821 (divided by) 61,225 shares)

Maximum offering price per share (100/97.00 of $22.41) $23.10

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1997 (UNAUDITED)

INVESTMENT INCOME $ 3,613
Dividends

Interest 2,131

TOTAL INCOME 5,744

EXPENSES

Management fee $ 4,191
Basic fee

Performance adjustment 550

Transfer agent fees 1,313

Accounting fees and expenses 270

Non-interested trustees' compensation 4

Custodian fees and expenses 37

Registration fees 38

Audit 7

Legal 4

Miscellaneous 2

Total expenses before reductions 6,416

Expense reductions (331) 6,085

NET INVESTMENT INCOME (LOSS) (341)

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

Investment securities 87,250

Foreign currency transactions (1) 87,249

Change in net unrealized appreciation (depreciation) on:

Investment securities 43,892

Assets and liabilities in foreign currencies (3) 43,889

NET GAIN (LOSS) 131,138

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 130,797
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED NOVEMBER 30,
MAY 31, 1997 1996
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ (341) $ (1,637)
Net investment income (loss)

Net realized gain (loss) 87,249 50,136

Change in net unrealized appreciation (depreciation) 43,889 149,757

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 130,797 198,256
FROM OPERATIONS

Distributions to shareholders from net realized gains (33,238) (45,174)

Share transactions 338,291 1,631,213
Net proceeds from sales of shares

Reinvestment of distributions 32,548 44,305

Cost of shares redeemed (363,121) (1,105,709)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 7,718 569,809
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 105,277 722,891

NET ASSETS

Beginning of period 1,266,544 543,653

End of period (including accumulated net investment $ 1,371,821 $ 1,266,544
loss
of $341 and $0, respectively)

OTHER INFORMATION
Shares

Sold 16,223 89,123

Issued in reinvestment of distributions 1,637 2,688

Redeemed (17,555) (60,913)

Net increase (decrease) 305 30,898

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED NOVEMBER 30,
ENDED
MAY 31, 1997

(UNAUDITED) 1996 1995 1994 G 1993 F

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

Net asset value, beginning $ 20.79 $ 18.11 $ 12.30 $ 11.97 $ 10.00
of period

Income from Investment
Operations

Net investment income (.01) D (.03) D (.02) D, (.01) D (.01)
(loss) E

Net realized and 2.18 4.15 6.12 .64 1.98
unrealized gain (loss)

Total from investment 2.17 4.12 6.10 .63 1.97
operations

Less Distributions

From net realized gain (.55) (1.44) (.29) (.30) -

Net asset value, $ 22.41 $ 20.79 $ 18.11 $ 12.30 $ 11.97
end of period

TOTAL RETURN B, C 10.78% 24.88% 50.92% 5.33% 19.70%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,372 $ 1,267 $ 544 $ 312 $ 254
(in millions)

Ratio of expenses to 1.01% A 1.07% 1.20% 1.32% 1.34% A
average net assets

Ratio of expenses to .95% A, 1.03% 1.18% 1.29% 1.32% A,
average net assets after H H H H H
expense reductions

Ratio of net investment (.05)% (.17)% (.15)% (.05)% (.10)%
income (loss) to average A A
net assets

Portfolio turnover rate 161% A 158% 176% 199% 204% A

Average commission rate I $ .0403 $ .0368

</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 NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E INVESTMENT INCOME (LOSS) PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $0.01 PER SHARE.
F FOR THE PERIOD DECEMBER 28, 1992 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER
30, 1993.
G 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.
H 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).
I 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, 1997 (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. Effective the close of business on May 15, 1996, the fund was
closed to new accounts. 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 with remaining maturities of sixty days or less for which
quotations are not readily available are valued at amortized cost or
original cost plus accrued interest, both of which approximate current
value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, 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."
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Non-cash dividends included in dividend income, if any,
are recorded at the fair market value of the securities received. Interest
income is accrued as earned. Investment income is recorded net of foreign
taxes withheld where recovery of such taxes is uncertain.
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, non-taxable dividends and losses deferred due to
wash sales. The fund also utilized earnings and profits distributed to
shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Accumulated net investment 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.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities.
Losses may arise from changes in the value of the foreign currency or if
the counterparties do not perform under the contracts' terms. The U.S.
dollar value of foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
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
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
joint trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Income
distributions from the Cash Fund are declared daily and paid monthly from
net interest income. Income distributions
received by the fund are recorded as interest income in the accompanying
financial statements.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $963,109,000 and $980,001,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. The annual individual
fund fee rate is .35%. 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 basic fee is subject to a performance adjustment (up to a maximum of
".20% of the fund's average net assets over the performance period) based
on the fund's investment performance as compared to the appropriate index
over a specified period of time. For the period, the management fee was
equivalent to an annualized rate of .74% of average net assets after the
performance adjustment.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD. For the period, Fidelity Distributors Corporation, an affiliate
of FMR and the general distributor of the fund, received sales charges of
$773,000 on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, is the fund's transfer, dividend disbursing and shareholder servicing
agent. FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annualized rate of
.21% 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 $77,000 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
$320,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by $5,000
and $6,000, respectively, under these arrangements.

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
Richard A. Silver, 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 *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
CUSTODIAN
The Chase Manhattan Bank
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 and Multinational Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
TechnoQuant(trademark) Growth Fund
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE

FIDELITY

(REGISTERED TRADEMARK)
GROWTH COMPANY
FUND
SEMIANNUAL REPORT
MAY 31, 1997
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.

Fidelity Growth Company 4.95% 13.22% 128.91% 361.19%

S&P 500(registered trademark) 13.15% 29.42% 132.50% 294.84%

Growth Funds Average 8.36% 17.72% 106.53% 242.10%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years or 10
years. For example, if you had invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be $1,050.
You can compare the fund's returns to the performance of the Standard &
Poor's 500 Index - a widely recognized, unmanaged index of common stocks.
To measure how the fund's performance stacked up against its peers, you can
compare it to the growth funds average, which reflects the performance of
mutual funds with similar objectives tracked by Lipper Analytical Services,
Inc. The past six months average represents a peer group of 809 mutual
funds. These benchmarks include reinvested dividends and capital gains, if
any, and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED MAY 31, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity Growth Company 13.22% 18.01% 16.52%

S&P 500 29.42% 18.38% 14.70%

Growth Funds Average 17.72% 15.27% 12.67%

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking an arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)
$10,000 OVER 10 YEARS
1987/05/31 10000.00 10000.00
1987/06/30 10165.04 10505.00
1987/07/31 10635.70 11037.60
1987/08/31 11326.41 11449.31
1987/09/30 11069.68 11198.57
1987/10/31 8123.47 8786.40
1987/11/30 7273.84 8062.40
1987/12/31 8418.79 8675.94
1988/01/31 8451.12 9041.20
1988/02/29 8968.40 9462.52
1988/03/31 9071.86 9170.13
1988/04/30 8968.40 9271.92
1988/05/31 8923.14 9352.58
1988/06/30 9679.67 9781.87
1988/07/31 9479.22 9744.70
1988/08/31 9091.26 9413.38
1988/09/30 9602.07 9814.39
1988/10/31 9498.62 10087.23
1988/11/30 9369.30 9942.98
1988/12/31 9771.15 10116.98
1989/01/31 10455.13 10857.54
1989/02/28 10436.67 10587.19
1989/03/31 10794.95 10833.87
1989/04/30 11531.43 11396.15
1989/05/31 12433.77 11857.70
1989/06/30 11982.60 11790.11
1989/07/31 12785.42 12854.75
1989/08/31 13309.57 13106.71
1989/09/30 13687.76 13052.97
1989/10/31 13548.43 12750.14
1989/11/30 13608.14 13010.24
1989/12/31 13839.99 13322.49
1990/01/31 12786.63 12428.55
1990/02/28 13349.88 12588.88
1990/03/31 14066.75 12922.48
1990/04/30 13861.93 12599.42
1990/05/31 15317.62 13827.86
1990/06/30 15493.18 13733.84
1990/07/31 15010.39 13689.89
1990/08/31 13452.29 12452.32
1990/09/30 12259.95 11845.89
1990/10/31 12318.47 11794.96
1990/11/30 13635.17 12556.91
1990/12/31 14337.41 12907.25
1991/01/31 15954.02 13470.00
1991/02/28 16985.44 14433.11
1991/03/31 17907.13 14782.39
1991/04/30 17746.20 14817.87
1991/05/31 18689.84 15458.00
1991/06/30 17431.65 14750.02
1991/07/31 18814.19 15437.37
1991/08/31 19626.16 15803.24
1991/09/30 19509.12 15539.33
1991/10/31 19465.23 15747.55
1991/11/30 18741.04 15112.93
1991/12/31 21266.71 16841.85
1992/01/31 21506.02 16528.59
1992/02/29 21688.75 16743.46
1992/03/31 20568.56 16416.96
1992/04/30 20171.33 16899.62
1992/05/31 20147.50 16982.43
1992/06/30 19432.48 16729.39
1992/07/31 20123.66 17413.62
1992/08/31 19575.49 17056.64
1992/09/30 19885.33 17257.91
1992/10/31 20957.85 17318.31
1992/11/30 22348.15 17908.87
1992/12/31 22955.90 18129.15
1993/01/31 23513.42 18281.43
1993/02/28 22856.35 18530.06
1993/03/31 23671.46 18921.04
1993/04/30 23413.61 18463.15
1993/05/31 24727.77 18957.97
1993/06/30 24819.26 19012.95
1993/07/31 24420.03 18936.89
1993/08/31 25418.12 19654.60
1993/09/30 26133.42 19503.26
1993/10/31 26491.07 19906.98
1993/11/30 25709.23 19717.86
1993/12/31 26672.36 19956.45
1994/01/31 27537.55 20634.97
1994/02/28 27095.33 20075.76
1994/03/31 25833.15 19200.46
1994/04/30 26137.18 19446.22
1994/05/31 25989.77 19765.14
1994/06/30 24792.09 19280.90
1994/07/31 25363.29 19913.31
1994/08/31 26653.11 20729.75
1994/09/30 26118.75 20221.88
1994/10/31 26966.35 20676.87
1994/11/30 26026.62 19923.82
1994/12/31 26079.04 20219.29
1995/01/31 25792.04 20743.57
1995/02/28 26863.52 21551.95
1995/03/31 27915.87 22187.95
1995/04/30 29121.28 22841.38
1995/05/31 30154.49 23754.35
1995/06/30 32393.12 24306.17
1995/07/31 34803.95 25112.16
1995/08/31 35234.45 25175.19
1995/09/30 36229.40 26237.58
1995/10/31 36028.50 26143.91
1995/11/30 36755.57 27291.63
1995/12/31 36409.73 27817.27
1996/01/31 37291.39 28764.17
1996/02/29 38159.34 29030.81
1996/03/31 38452.02 29310.38
1996/04/30 39642.92 29742.41
1996/05/31 40732.90 30509.47
1996/06/30 40177.82 30625.71
1996/07/31 37715.27 29272.67
1996/08/31 38603.40 29890.03
1996/09/30 41237.52 31572.24
1996/10/31 41419.18 32443.00
1996/11/30 43942.28 34895.37
1996/12/31 42528.89 34204.09
1997/01/31 45023.88 36341.16
1997/02/28 44086.76 36626.08
1997/03/31 41370.16 35121.11
1997/04/30 42917.99 37217.84
1997/05/30 46118.94 39483.67
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was invested
in Fidelity Growth Company Fund on May 31, 1987. As the chart shows, by May
31, 1997, the value of the investment would have grown to $46,119 - a
361.19% 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 $39,484 - a 294.84% 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
long-term growth and
short-term volatility. In turn,
the share price and return of
a fund that invests in stocks
will vary. That means if you
sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Steven Wymer, Portfolio Manager of Fidelity Growth
Company Fund
Q. HOW DID THE FUND PERFORM, STEVE?
A. Not as well as I would have liked. For the six months that ended May 31,
1997, the fund returned 4.95%. This trailed the Standard & Poor's 500
Index, which returned 13.15% over the same period. The growth funds
average, as tracked by Lipper Analytical Services, had a six-month return
of 8.36%. For a 12-month perspective, the fund had a return of 13.22% as of
May 31, 1997. The S&P 500 and Lipper peer group, meanwhile, had 12-month
returns of 29.42% and 17.72%, respectively.
Q. WHY DID THE FUND LAG BOTH THE S&P 500 AND ITS PEER GROUP?
A. Three factors played key roles. First, the overall "narrowness" of the
market hurt many growth-oriented stock funds, including Growth Company.
Much of the market's gain throughout the period was attributable to a
select group of household-name, large-cap stocks. These stocks included
Coca-Cola, General Electric and Intel, to name a few. While the fund owned
some of these types of stocks, it also owned a number of other stocks that
couldn't keep pace with this large-cap move. Secondly, poor individual
stock selection figured into the equation. Specifically, significant
investments in the consumer and office areas didn't pan out as well as
originally hoped.
Q. AND THE THIRD FACTOR?
A. I'd also point to the technology correction we saw in early 1997,
particularly with networking-related stocks, and its resulting effect on
some of the fund's considerable technology positions. The sector suffered
mainly from a pause in demand, as several key technology companies came out
with disappointing earnings reports. In anticipation of this weakness, I
tried to focus on those companies with the strongest product offerings as
well as those with the capabilities to manage through the demand slowdown.
The fund's positions in networking companies Cisco Systems, Ascend
Communications and 3Com were negatively affected by the correction.
Q. WHAT SIGNIFICANT CHANGES HAVE YOU MADE TO THE PORTFOLIO SINCE TAKING
OVER IN JANUARY?
A. In seeking growth in the past, Growth Company generally has looked
primarily to the technology, health care and retail sectors. During the
period, though, I spent a good deal of time trying to broaden the fund's
exposure to sectors other than these core growth areas. For example, the
fund's technology weighting dropped from about 27% to around 20% during the
period. I continued to look for opportunities in these traditional growth
sectors, but also found attractive growth alternatives in other corners of
the market, including the specialty chemicals and environmental waste
areas.
Q. WHERE DOES A STOCK'S PARTICULAR SECTOR FIT INTO YOUR INVESTING CRITERIA?
WHICH SECTORS PERFORMED WELL? POORLY?
A. Sector consideration is important, but not my primary concern. My chief
consideration when considering a purchase or sale is the fundamental,
bottom-up analysis of that stock. Determinants such as the stock's
price-to-earnings ratio and its growth potential are pivotal to my
decision. That being said, health care stocks - driven largely by the
strong performance of a few big-name pharmaceutical stocks - did well. As a
result, the fund's positions in Merck, Bristol-Myers Squibb and Pfizer
contributed positively. The retail sector turned in a lukewarm performance.
The fund was particularly affected by the poor performance of several
retail stocks, including PETsMART and Ikon Office Solutions.
Q. ASIDE FROM THE STOCKS WE'VE MENTIONED, WHICH POSITIONS CONTRIBUTED
POSITIVELY TO PERFORMANCE? WHICH WERE DISAPPOINTING?
A. Other health care segments performed well, most notably HMOs, and the
fund's positions in United HealthCare
and Oxford Health Plans added to performance. Insurance stock Aetna, which
merged with U.S. Healthcare during the period, also contributed positively.
Additionally, Monsanto - a speciality chemical holding - performed well as
did Minnesota Mining & Manufacturing (3M) and USA Waste Services. In terms
of disappointments, stocks such as CUC International and HFS, Inc., as well
as paper distributor Unisource Worldwide registered negative results.
Q. WHAT'S YOUR OUTLOOK?
A. There's no telling whether the narrowness of the market will continue.
If the market continues to climb and investors - possibly anticipating a
slight downturn - remain attracted to the larger, more stable stocks,
growth funds could continue to be challenged. We began to see a degree of
market broadening toward the end of the period, and for that to continue,
positive earnings need to come from a variety of sectors. While this
unpredictable scenario plays out, I'll continue my practice of looking for
attractive growth opportunities with sound fundamentals.
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 over the
long term by investing in
stocks with above-average
growth potential
FUND NUMBER: 025
TRADING SYMBOL: FDGRX
START DATE: January 17, 1983
SIZE: as of May 31, 1997,
more than $10.0 billion
MANAGER: Steven Wymer,
since January 1997;
manager, Fidelity Dividend
Growth Fund, 1995-January
1997; assistant manager,
Fidelity OTC Portfolio,
January 1995-May 1995;
manager, Fidelity Select
Chemicals Portfolio,
1993-94; assistant,
Fidelity Magellan Fund,
1992-94; manager Fidelity
Select Automotive Portfolio,
1990-93; joined Fidelity in
1989
(checkmark)
STEVE WYMER ON THE
RESUSCITATION OF HMO STOCKS:
"As I mentioned earlier, the
fund benefited from several
Health Maintenance
Organization (HMO) stocks,
which performed much better
after a period of weakness in
the first six months of 1996.
Going into 1996, the health
care industry believed health
care cost trends to be both low
and under control. Based on
this, the industry built in only
modest price increases in
terms of new services and
renewals. When actual cost
increases became higher -
due largely to the higher use
of prescription drugs -
HMOs experienced a profit
shortfall and the stocks
subsequently followed.
"Since this price/cost squeeze,
the HMO sector has done
quite well for a number of
reasons. The industry has
undergone a fair amount of
consolidation, with Aetna's
merger with U.S. Healthcare a
prime example. We also saw
several smaller-scale
mergers. In addition, Blue
Cross plans across the
country have been less
expensive in pricing as the
company has made moves
toward going public. As we
entered 1997, HMOs had a
better handle on their
respective cost trends and
many that were not producing
adequate returns were able to
increase prices ahead of
costs. Finally, the larger, more
consistently performing
HMOs have continued to
grow membership at
attractive levels."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF MAY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 2.0 2.4

Philip Morris Companies, Inc. 1.8 0.9

Intel Corp. 1.7 2.7

Federal National Mortgage Association 1.7 1.7

IKON Office Solutions, Inc. 1.6 0.0

Microsoft Corp. 1.5 1.4

Bristol-Myers Squibb Co. 1.4 0.8

Merck & Co., Inc. 1.4 1.1

Cisco Systems, Inc. 1.4 2.4

American Express Co. 1.2 1.0

TOP FIVE MARKET SECTORS AS OF MAY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Technology 19.6 26.8

Health 11.3 10.6

Finance 10.5 9.3

Retail & Wholesale 8.9 9.9

Nondurables 7.4 3.3

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF MAY 31, 1997 * AS OF NOVEMBER 30, 1996 **
Row: 1, Col: 1, Value: 5.5
Row: 1, Col: 2, Value: 44.5
Row: 1, Col: 3, Value: 50.0
Stocks 91.0%
Short-term
investments 9.0%
FOREIGN
INVESTMENTS 3.6%
Stocks 94.5%
Short-term
investments 5.5%
FOREIGN
INVESTMENTS 5.5%
Row: 1, Col: 1, Value: 9.0
Row: 1, Col: 2, Value: 41.0
Row: 1, Col: 3, Value: 50.0
*
**
INVESTMENTS MAY 31, 1997 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 94.5%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 2.5%
AEROSPACE & DEFENSE - 2.2%
AlliedSignal, Inc. 300,000 $ 23,025
Boeing Co. 719,460 75,723
Doncasters PLC sponsored ADR 25,100 558
Lockheed Martin Corp. 270,100 25,288
McDonnell Douglas Corp. 900,000 57,938
United Technologies Corp. 480,200 38,596
221,128
DEFENSE ELECTRONICS - 0.3%
Raytheon Co. 592,500 28,292
TOTAL AEROSPACE & DEFENSE 249,420
BASIC INDUSTRIES - 7.2%
CHEMICALS & PLASTICS - 3.8%
Air Products & Chemicals, Inc. 234,900 18,263
Airgas, Inc. (a) 469,000 7,973
du Pont (E.I.) de Nemours & Co. 225,000 24,497
ICI (Imperial Chemical Industries) PLC ADR Class L 375,000 20,438
Lubrizol Corp. 100,000 3,563
Minerals Technologies, Inc. 459,900 18,166
Monsanto Co. 1,400,000 61,600
Nalco Chemical Co. 1,522,300 56,515
Praxair, Inc. 250,000 13,156
Union Carbide Corp. 1,488,900 69,606
Witco Corp. 1,321,900 48,910
W.R. Grace & Co. 682,700 35,671
378,358
IRON & STEEL - 0.2%
Nucor Corp. 295,700 17,446
METALS & MINING - 0.2%
Aluminum Co. of America 171,100 12,597
Freeport McMoRan Copper & Gold, Inc. Class A 50,000 1,388
Inco Ltd. 315,900 10,405
24,390
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
PACKAGING & CONTAINERS - 1.5%
Corning, Inc. 1,851,500 $ 93,269
Crown Cork & Seal Co., Inc. 234,600 13,665
Tupperware Corp. 1,110,500 40,256
147,190
PAPER & FOREST PRODUCTS - 1.5%
Bowater, Inc. 450,000 22,219
Chesapeake Corp. 150,000 5,025
International Paper Co. 100,000 4,800
Kimberly-Clark Corp. 453,000 22,707
Unisource Worldwide, Inc. (c) 5,495,750 95,489
150,240
TOTAL BASIC INDUSTRIES 717,624
CONSTRUCTION & REAL ESTATE - 0.8%
ENGINEERING - 0.2%
Fluor Corp. 300,000 15,863
REAL ESTATE - 0.5%
Catellus Development Corp. (a) 1,982,500 33,455
Trizec Hahn Corp. (sub-vtg.) 550,000 11,911
45,366
REAL ESTATE INVESTMENT TRUSTS - 0.1%
Carr Realty Corp. 525,000 14,896
TOTAL CONSTRUCTION & REAL ESTATE 76,125
DURABLES - 1.9%
AUTOS, TIRES, & ACCESSORIES - 0.7%
AutoZone, Inc. (a) 1,775,000 41,491
Bandag, Inc. 175,500 8,709
Circuit City Stores, Inc. - CarMax Group 686,100 9,948
Danaher Corp. 113,300 5,495
Federal-Mogul Corp. 347,700 10,127
75,770
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
CONSUMER DURABLES - 1.0%
Minnesota Mining & Manufacturing Co. 400,000 $ 36,700
Samsonite Corp. (a)(c) 1,345,800 60,393
97,093
TEXTILES & APPAREL - 0.2%
Liz Claiborne, Inc. 48,500 2,213
NIKE, Inc. Class B 196,000 11,172
Reebok International Ltd. 127,800 5,239
18,624
TOTAL DURABLES 191,487
ENERGY - 4.5%
ENERGY SERVICES - 0.6%
Baker Hughes, Inc. 186,900 7,009
Dresser Industries, Inc. 334,000 11,440
Halliburton Co. 52,200 4,039
McDermott International, Inc. 408,400 11,333
Schlumberger Ltd. 163,600 19,489
Western Atlas, Inc. (a) 177,900 12,052
65,362
OIL & GAS - 3.9%
Amerada Hess Corp. 510,200 27,296
Amoco Corp. 195,300 17,455
Anadarko Petroleum Corp. 169,800 10,697
Apache Corp. 264,900 9,073
Atlantic Richfield Co. 150,300 21,869
British Petroleum PLC ADR 341,149 49,424
Enserch Exploration, Inc. (a) 275,000 2,991
Enron Oil & Gas Co. 625,000 13,359
Louisiana Land & Exploration Co. 165,000 8,498
Nationale Elf Aquitaine 104,300 10,440
Parker & Parsley Petroleum Co. 210,500 7,157
Royal Dutch Petroleum Co. ADR 445,700 87,023
Sun Co., Inc. 608,000 18,164
Texaco, Inc. 92,400 10,083
Total SA sponsored ADR 279,900 12,770
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
USX-Marathon Group 1,050,000 $ 31,238
Union Pacific Resources Group, Inc. 810,600 23,406
Unocal Corp. 631,459 26,915
387,858
TOTAL ENERGY 453,220
FINANCE - 10.5%
BANKS - 3.2%
Bank of New York Co., Inc. 947,800 40,400
BankAmerica Corp. 690,000 80,644
Citicorp 465,000 53,184
First Bank System, Inc. 266,800 21,878
NationsBank Corp. 442,980 26,080
Norwest Corp. 373,900 20,004
State Street Corp. 260,000 11,603
Synovus Financial Corp. 90,000 2,318
Wells Fargo & Co. 240,000 63,239
319,350
CREDIT & OTHER FINANCE - 1.7%
American Express Co. 1,732,516 120,410
Beneficial Corp. 207,500 13,332
Green Tree Financial Corp. 450,000 15,750
Household International, Inc. 211,418 20,772
170,264
FEDERAL SPONSORED CREDIT - 2.5%
Federal Home Loan Mortgage Corporation 2,525,400 83,338
Federal National Mortgage Association 3,824,300 166,835
250,173
INSURANCE - 2.9%
AFLAC, Inc. 200,000 10,200
Aetna, Inc. 900,000 90,900
Allmerica Property & Casualty Companies 290,500 9,260
Allmerica Financial Corp. 641,300 23,327
Allstate Corp. 300,045 22,091
American International Group, Inc. 150,000 20,306
Conseco, Inc. 292,500 11,700
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Hartford Financial Services Group, Inc. 100,000 $ 7,800
Hartford Life, Inc. Class A 33,000 1,106
MBIA, Inc. 138,200 14,839
Marsh & McLennan Companies, Inc. 81,000 10,672
Nationwide Financial Services, Inc. Class A 376,000 10,575
Provident Companies, Inc. 396,100 21,290
SunAmerica, Inc. 81,000 3,827
Travelers Group, Inc. (The) 200,066 10,979
UNUM Corp. 214,200 16,948
285,820
SAVINGS & LOANS - 0.0%
TCF Financial Corp. 100,000 4,250
SECURITIES INDUSTRY - 0.2%
Schwab (Charles) Corp. 505,500 20,536
TOTAL FINANCE 1,050,393
HEALTH - 11.3%
DRUGS & PHARMACEUTICALS - 6.6%
American Home Products Corp. 450,000 34,313
Amgen, Inc. 287,040 19,196
Biogen, Inc. (a) 514,100 17,062
Bristol-Myers Squibb Co. 1,919,600 140,851
Centocor, Inc. (a) 715,000 25,204
Elan Corp. PLC ADR (a) 375,000 15,281
Genentech, Inc. special (a) 125,000 7,328
Glaxo PLC sponsored ADR 100,000 4,025
Lilly (Eli) & Co. 400,000 37,200
Merck & Co., Inc. 1,522,400 136,826
Pfizer, Inc. 997,500 102,618
Scherer R.P. Corp. (a) 313,600 16,464
Schering-Plough Corp. 619,500 56,219
SmithKline Beecham PLC ADR 345,600 30,239
Warner-Lambert Co. 159,400 16,059
658,885
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - 2.5%
Allegiance Corp. 700,000 $ 18,988
Boston Scientific Corp. (a) 485,200 25,898
Cardinal Health, Inc. 334,200 19,467
Johnson & Johnson 1,794,300 107,434
McKesson Corp. 116,400 8,745
Medtronic, Inc. 624,100 46,183
Omnicare, Inc. 275,000 7,872
Perrigo Co. (a) 400,000 4,800
St. Jude Medical, Inc. (a) 222,600 7,540
246,927
MEDICAL FACILITIES MANAGEMENT - 2.2%
Columbia/HCA Healthcare Corp. 1,062,500 38,914
Covance, Inc. (a) 1,339,800 24,954
Coventry Corp. 92,500 1,347
HEALTHSOUTH Rehabilitation Corp. (a) 1,845,200 42,209
Lincare Holdings, Inc. (a) 223,500 8,717
Oxford Health Plans, Inc. (a) 507,000 35,744
PacifiCare Health Systems, Inc. Class B (a) 310,100 24,575
Trigon Healthcare, Inc. 753,000 14,684
United HealthCare Corp. 598,200 33,797
224,941
TOTAL HEALTH 1,130,753
HOLDING COMPANIES - 0.1%
Norfolk Southern Corp. 69,700 6,770
INDUSTRIAL MACHINERY & EQUIPMENT - 5.4%
ELECTRICAL EQUIPMENT - 2.6%
Emerson Electric Co. 700,000 37,800
General Electric Co. 3,400,000 205,275
Gilat Satellite Networks Ltd. 125,000 3,938
Westinghouse Electric Corp. 775,000 15,693
262,706
INDUSTRIAL MACHINERY & EQUIPMENT - 0.7%
Case Corp. 125,000 7,375
Illinois Tool Works, Inc. 229,400 11,384
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Ingersoll-Rand Co. 275,000 $ 14,988
Stanley Works 176,900 7,253
Stewart & Stevenson Services, Inc. 954,200 25,524
66,524
POLLUTION CONTROL - 2.1%
USA Waste Services, Inc. (a) 2,609,400 94,591
United Waste Systems, Inc. 137,600 5,280
Waste Management, Inc. 3,650,000 115,888
215,759
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 544,989
MEDIA & LEISURE - 4.9%
BROADCASTING - 0.5%
Clear Channel Communications, Inc. (a) 121,100 6,403
Evergreen Media Corp. Class A (a) 125,000 4,859
HSN, Inc. (a) 444,000 13,598
Time Warner, Inc. 500,000 23,250
48,110
ENTERTAINMENT - 0.5%
Disney (Walt) Co. 245,500 20,100
MGM Grand, Inc. (a) 259,800 9,840
Regal Cinemas, Inc. (a) 272,500 8,958
Viacom, Inc. Class B (non-vtg.)(a) 417,330 12,389
51,287
LEISURE DURABLES & TOYS - 0.3%
Callaway Golf Co. 875,000 28,219
Nintendo Co. Ltd. Ord. 90,900 7,114
35,333
LODGING & GAMING - 1.8%
Circus Circus Enterprises, Inc. (a) 734,600 19,100
HFS, Inc. (a) 1,402,700 75,570
Hilton Hotels Corp. 815,320 23,033
ITT Corp. (a) 275,100 16,403
Mirage Resorts, Inc. (a) 1,829,000 43,667
177,773
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.5%
ACNielsen Corp. (a) 1,293,100 $ 21,821
Cognizant Corp. 830,000 30,710
52,531
RESTAURANTS - 1.3%
Apple South, Inc. 750,000 11,344
Applebee's International, Inc. 308,700 7,679
CKE Restaurants, Inc. 1,517,900 36,240
Landry's Seafood Restaurants, Inc. (a) 740,600 13,701
Starbucks Corp. (a) 1,846,700 58,171
127,135
TOTAL MEDIA & LEISURE 492,169
NONDURABLES - 7.4%
BEVERAGES - 2.2%
Anheuser-Busch Companies, Inc. 699,900 30,008
Coca-Cola Co. (The) 945,400 64,524
Coors (Adolph) Co. Class B 252,300 6,150
PepsiCo, Inc. 3,259,100 119,772
220,454
FOODS - 0.8%
Archer-Daniels-Midland Co. 1,100,000 22,000
Earthgrains Co. 501,600 28,591
Hershey Foods Corp. 50,000 2,806
Nabisco Holdings Corp. Class A 610,500 24,191
Ralston Purina Co. 50,000 4,263
81,851
HOUSEHOLD PRODUCTS - 2.5%
Avon Products, Inc. 151,200 9,639
Clorox Co. 325,500 41,094
Dial Corp. 1,415,500 23,710
Gillette Co. 603,398 53,627
Premark International, Inc. 249,600 6,802
Procter & Gamble Co. 838,900 115,663
250,535
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
TOBACCO - 1.9%
Philip Morris Companies, Inc. 4,083,400 $ 179,670
RJR Nabisco Holdings Corp. 400,000 12,949
192,619
TOTAL NONDURABLES 745,459
PRECIOUS METALS - 0.4%
Barrick Gold Corp. 846,800 21,441
Newmont Mining Corp. 484,700 18,964
40,405
RETAIL & WHOLESALE - 8.9%
APPAREL STORES - 0.9%
Footstar, Inc. (a) 526,852 11,722
Gap, Inc. 852,800 29,208
Just for Feet, Inc. (a) 742,725 14,576
Loehmanns, Inc. (a) 125,300 908
Saks Holdings, Inc. (a) 298,200 7,418
TJX Companies, Inc. 583,414 28,005
91,837
DRUG STORES - 0.6%
CVS Corp. 954,595 45,701
Rite Aid Corp. 300,000 13,950
59,651
GENERAL MERCHANDISE STORES - 1.8%
Consolidated Stores Corp. (a) 595,000 22,759
Costco Companies, Inc. (a) 705,400 23,807
Family Dollar Stores, Inc. 441,400 11,366
Hot Topic, Inc. 161,600 4,727
Michaels Stores, Inc. (a) 140,000 2,765
Wal-Mart Stores, Inc. 3,700,600 110,093
175,517
GROCERY STORES - 0.3%
American Stores Co. 412,000 18,746
Safeway, Inc. (a) 307,600 13,842
32,588
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 5.3%
Amway Asia Pacific Ltd. 312,000 $ 14,430
Barnes & Noble, Inc. (a) 317,000 13,195
Bed Bath & Beyond, Inc. (a) 654,800 18,580
Circuit City Stores, Inc. - Circuit City Group 1,059,300 41,842
Corporate Express, Inc. (a) 3,126,225 42,986
Gadzooks, Inc. 50,000 1,659
Henry Schein, Inc. (a) 435,000 14,518
Home Depot, Inc. (The) 264,700 16,676
IKON Office Solutions, Inc. 5,656,300 164,033
Lowe's Companies, Inc. 700,100 27,566
Micro Warehouse, Inc. (a) 1,503,400 25,934
Officemax, Inc. (a) 2,633,400 36,538
PETsMART, Inc. (a) 2,254,200 27,614
Staples, Inc. (a) 1,151,275 25,328
Sunglass Hut International, Inc. (a) 240,800 1,633
Toys "R" Us, Inc. (a) 1,025,898 31,931
Viking Office Products, Inc. (a) 1,550,700 29,270
533,733
TOTAL RETAIL & WHOLESALE 893,326
SERVICES - 3.0%
ADVERTISING - 0.2%
CKS Group, Inc. (a) 355,000 10,251
Omnicom Group, Inc. 191,200 11,090
Universal Outdoor Holdings, Inc. (a) 123,500 4,014
25,355
LEASING & RENTAL - 1.1%
Danka Business Systems PLC sponsored ADR 1,587,400 63,694
Hertz Corp. Class A 536,000 18,358
Hollywood Entertainment Corp. (a) 1,578,200 31,761
113,813
PRINTING - 0.5%
Donnelley (R.R.) & Sons Co. 1,288,400 47,832
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - CONTINUED
SERVICES - 1.2%
ADT Ltd. (a) 1,934,700 $ 56,348
AccuStaff, Inc. (a) 402,900 9,670
Cintas Corp. 50,000 3,100
Employee Solutions, Inc. (a) 189,000 1,004
Manpower, Inc. 330,000 14,768
Service Corp. International 937,100 33,032
117,922
TOTAL SERVICES 304,922
TECHNOLOGY - 19.6%
COMMUNICATIONS EQUIPMENT - 4.1%
ADC Telecommunications, Inc. (a) 229,300 7,854
Advanced Fibre Communication, Inc. 250,000 13,781
Ascend Communications, Inc. (a) 757,000 42,203
Aspect Telecommunications Corp. (a) 729,800 16,421
Boston Technology, Inc. (a) 717,400 20,625
Cisco Systems, Inc. (a) 2,005,800 135,893
Ericsson (L.M.) Telephone Co. Class B ADR 150,000 5,344
Level One Communications, Inc. (a) 11,800 445
Lucent Technologies, Inc. 1,122,200 71,400
Nokia Corp. AB sponsored ADR 1,003,600 66,238
Pairgain Technologies, Inc. (a) 700,000 14,613
Tellabs, Inc. (a) 294,400 14,794
409,611
COMPUTER SERVICES & SOFTWARE - 7.9%
Adobe Systems, Inc. 200,000 8,925
America Online, Inc. (a) 250,610 13,846
Autodesk, Inc. 100,000 3,888
Automatic Data Processing, Inc. 725,400 35,635
CBT Group PLC sponsored ADR (a) 237,700 12,955
CUC International, Inc. (a) 2,836,075 65,230
Cadence Design Systems, Inc. (a) 632,925 21,045
Ceridian Corp. (a) 201,400 7,401
Cognos, Inc. (a) 200,000 6,276
CompuServe Corp. (a) 200,000 2,250
CompUSA, Inc. (a) 2,672,600 62,138
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Computer Sciences Corp. 83,500 $ 6,461
DST Systems, Inc. (a) 794,300 24,425
E Trade Group, Inc. 293,000 5,164
Electronic Data Systems Corp. 1,123,200 41,980
Electronics for Imaging, Inc. (a) 497,200 19,826
Equifax, Inc. 303,200 9,475
First Data Corp. 290,162 11,606
HBO & Co. 454,500 29,145
Harbinger Corp. 25,000 775
i2 Technologies, Inc. (a) 125,000 5,344
McAfee Associates, Inc. (a) 750,250 49,376
Microsoft Corp. (a) 1,200,000 148,800
Netscape Communications Corp. (a) 509,700 15,068
Oracle Systems Corp. (a) 835,000 38,932
Parametric Technology Corp. (a) 644,300 28,913
Paychex, Inc. 490,500 18,026
PeopleSoft, Inc. (a) 1,025,000 53,044
Remedy Corp. (a) 380,400 15,359
Symantec Corp. (a) 1,110,400 21,166
Wind River Systems, Inc. (a) 75,000 2,549
Yahoo, Inc. (a) 100,000 3,224
788,247
COMPUTERS & OFFICE EQUIPMENT - 3.0%
Adaptec, Inc. (a) 824,000 30,282
Compaq Computer Corp. (a) 425,000 46,006
Creative Technology Corp. Ltd. (a) 300,000 5,250
Dell Computer Corp. (a) 424,700 47,779
EMC Corp. (a) 795,000 31,701
International Business Machines Corp. 460,000 39,790
Lexmark International Group, Inc. (a) 159,600 4,209
Micron Electronics, Inc. 300,000 4,556
Pitney Bowes, Inc. 300,000 21,075
Sandisk Corp. (a)(c) 1,285,400 18,478
Seagate Technology (a) 138,200 5,614
Splash Technology Holdings, Inc. 100,000 2,338
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Stratus Computer, Inc. (a) 225,000 $ 10,294
Symbol Technologies, Inc. 615,000 19,296
Xerox Corp. 175,000 11,855
298,523
ELECTRONIC INSTRUMENTS - 0.5%
Applied Materials, Inc. (a) 183,800 11,993
Perkin-Elmer Corp. 173,300 13,171
Thermo Electron Corp. (a) 733,000 25,288
50,452
ELECTRONICS - 3.7%
AMP, Inc. 202,200 8,315
Etec Systems, Inc. (a) 380,900 16,950
Intel Corp. 1,114,500 168,847
LSI Logic Corp. (a) 75,000 3,131
Linear Technology Corp. 633,500 31,754
Maxim Integrated Products, Inc. (a) 582,600 31,315
Micron Technology, Inc. 594,500 25,266
Motorola, Inc. 543,200 36,055
Texas Instruments, Inc. 359,600 32,319
VLSI Technology, Inc. (a) 945,600 22,990
376,942
PHOTOGRAPHIC EQUIPMENT - 0.4%
Eastman Kodak Co. 293,000 24,282
Imation Corp. (a) 500,000 12,000
36,282
TOTAL TECHNOLOGY 1,960,057
TRANSPORTATION - 1.0%
AIR TRANSPORTATION - 0.7%
AMR Corp. (a) 150,000 14,906
America West Holding Corp. Class B (a) 826,800 12,712
Comair Holdings, Inc. 300,000 7,800
Delta Air Lines, Inc. 58,000 5,438
Ryanair Holdings PLC sponsored ADR 9,800 243
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - CONTINUED
AIR TRANSPORTATION - CONTINUED
Southwest Airlines Co. 250,000 $ 6,438
Viad Corp. 1,529,400 26,572
74,109
RAILROADS - 0.3%
CSX Corp. 493,000 26,129
TRUCKING & FREIGHT - 0.0%
Federal Express Corp. (a) 50,000 2,619
TOTAL TRANSPORTATION 102,857
UTILITIES - 5.1%
CELLULAR - 1.2%
AirTouch Communications, Inc. (a) 1,586,065 44,212
Nextel Communications, Inc. Class A (a) 4,642,300 68,474
Vanguard Cellular Systems, Inc. Class A (a) 112,800 1,481
114,167
ELECTRIC UTILITY - 0.2%
Portland General Corp. 575,000 23,000
GAS - 0.5%
Enron Corp. 1,221,300 49,768
TELEPHONE SERVICES - 3.2%
Ameritech Corp. 290,600 19,034
Bell Atlantic Corp. 291,100 20,377
BellSouth Corp. 318,100 14,434
Cincinnati Bell, Inc. 434,600 26,728
GTE Corp. 115,600 5,101
MCI Communications Corp. 1,058,900 40,635
SBC Communications, Inc. 250,100 14,631
Sprint Corp. 1,245,900 60,893
Telebras sponsored ADR 279,900 38,451
WorldCom, Inc. (a) 2,835,190 83,992
324,276
TOTAL UTILITIES 511,211
TOTAL COMMON STOCKS
(Cost $7,298,666) 9,471,187
CASH EQUIVALENTS - 5.5%
SHARES VALUE (NOTE 1)
(000S)
Taxable Central Cash Fund (b) (Cost $553,503) 553,502,904 $ 553,503
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $7,852,169) $ 10,024,690
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.54%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
3. Affiliated company (see Note 6 of Notes to Financial Statements).
INCOME TAX INFORMATION
At May 31, 1997, the aggregate cost of investment securities for income tax
purposes was $7,859,645,000. Net unrealized appreciation aggregated
$2,165,045,000 of which $2,438,858,000 related to appreciated investment
securities and $273,813,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

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AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) MAY 31, 1997 (UNAUDITED)

ASSETS

Investment in securities, at value (cost $7,852,169) - $ 10,024,690
See accompanying schedule

Cash 284

Receivable for investments sold 167,849

Receivable for fund shares sold 21,472

Dividends receivable 12,398

Interest receivable 2,609

Other receivables 495

TOTAL ASSETS 10,229,797

LIABILITIES

Payable for investments purchased $ 117,832

Payable for fund shares redeemed 15,373

Accrued management fee 3,890

Other payables and accrued expenses 2,029

TOTAL LIABILITIES 139,124

NET ASSETS $ 10,090,673

Net Assets consist of:

Paid in capital $ 7,386,088

Undistributed net investment income 33,751

Accumulated undistributed net realized gain (loss) on 498,311
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 2,172,523
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 230,381 shares outstanding $ 10,090,673

NET ASSET VALUE, offering price and redemption price $43.80
per share ($10,090,673 (divided by) 230,381 shares)

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STATEMENT OF OPERATIONS

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AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1997 (UNAUDITED)

INVESTMENT INCOME $ 49,280
Dividends (including $1,934 received from
affiliated issuers)

Interest 17,868

TOTAL INCOME 67,148

EXPENSES

Management fee $ 28,842
Basic fee

Performance adjustment (5,624)

Transfer agent fees 10,779

Accounting fees and expenses 408

Non-interested trustees' compensation 41

Custodian fees and expenses 130

Registration fees 228

Audit 36

Legal 27

Miscellaneous 16

Total expenses before reductions 34,883

Expense reductions (1,555) 33,328

NET INVESTMENT INCOME 33,820

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

Investment securities (including realized loss of $418 519,806
on sales of investments in affiliated issuers)

Foreign currency transactions (1) 519,805

Change in net unrealized appreciation (depreciation) on:

Investment securities (82,852)

Assets and liabilities in foreign currencies 3 (82,849)

NET GAIN (LOSS) 436,956

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 470,776
FROM OPERATIONS

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STATEMENT OF CHANGES IN NET ASSETS

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AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED NOVEMBER 30,
MAY 31, 1997 1996
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 33,820 $ 76,283
Net investment income

Net realized gain (loss) 519,805 401,080

Change in net unrealized appreciation (depreciation) (82,849) 993,674

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 470,776 1,471,037
FROM OPERATIONS

Distributions to shareholders (61,467) (23,344)
From net investment income

From net realized gain (321,291) (294,687)

TOTAL DISTRIBUTIONS (382,758) (318,031)

Share transactions 2,025,823 5,216,094
Net proceeds from sales of shares

Reinvestment of distributions 379,989 315,350

Cost of shares redeemed (2,009,821) (3,263,751)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 395,991 2,267,693
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 484,009 3,420,699

NET ASSETS

Beginning of period 9,606,664 6,185,965

End of period (including undistributed net investment $ 10,090,673 $ 9,606,664
income of $33,751 and $76,173, respectively)

OTHER INFORMATION
Shares

Sold 48,851 134,851

Issued in reinvestment of distributions 9,441 8,884

Redeemed (48,561) (84,075)

Net increase (decrease) 9,731 59,660

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED NOVEMBER 30,
ENDED
MAY 31, 1997

(UNAUDITED) 1996 1995 1994 E 1993 1992

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

Net asset value, $ 43.54 $ 38.42 $ 28.25 $ 30.91 $ 28.13 $ 25.62
beginning of period

Income from Investment
Operations

Net investment income .15 D .34 .20 .12 .07 .13 D

Net realized and 1.85 6.72 11.00 .28 3.99 4.52
unrealized gain
(loss)

Total from investment 2.00 7.06 11.20 .40 4.06 4.65
operations

Less Distributions (.28) (.14) H (.22) (.07) (.07) (.10)
From net investment
income

From net realized gain (1.46) (1.80) H (.81) (2.99) (1.21) (2.04)

Total distributions (1.74) (1.94) (1.03) (3.06) (1.28) (2.14)

Net asset value, end $ 43.80 $ 43.54 $ 38.42 $ 28.25 $ 30.91 $ 28.13
of period

TOTAL RETURN B, C 4.95% 19.55% 41.22% I 1.23% I 15.04% I 19.25% I

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 10,091 $ 9,607 $ 6,186 $ 2,979 $ 2,423 $ 1,752
(in millions)

Ratio of expenses to .73% A .88% .96% 1.06% 1.08% 1.09%
average net assets

Ratio of expenses to .70% A, F .85% F .95% F 1.05% F 1.07% F 1.09%
average net assets
after expense
reductions

Ratio of net investment .71% A .96% .76% .64% .43% .52%
income to average
net assets

Portfolio turnover rate 95% A 78% 97% 135% 159% 250%

Average commission $ .0443 $ .0414
rate G

</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 FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E 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 THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO
TAX DIFFERENCES (SEE NOTE 1 OF NOTES TO FINANCIAL STATEMENTS).
I TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE.
NOTES TO FINANCIAL STATEMENTS
For the period ended May 31, 1997 (Unaudited)

6. 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 with remaining maturities
of sixty days or less for which quotations are not readily available are
valued at amortized cost or original cost plus accrued interest, both of
which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, 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. Non-cash dividends included in
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of such
taxes is uncertain.
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 and losses deferred due to wash sales. The fund also utilized
earnings and profits distributed to shareholders on redemption of shares as
a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions may
include temporary book and tax basis differences which will reverse in a
subsequent period. Any taxable income or gain remaining at fiscal year end
is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
7. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities.
Losses may arise from changes in the value of the foreign currency or if
the counterparties do not perform under the contracts' terms. The U.S.
dollar value of foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements for U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
Account, at a bank custodian. The securities are marked-to-market daily and
maintained at a value at least equal to the principal amount of the
repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of Fidelity Management & Research
Company (FMR). The Cash Fund is an open-end money market fund available
only to investment companies and other accounts managed by FMR and its
affiliates. The Cash Fund seeks preservation of capital, liquidity, and
current income by investing in U.S. Treasury securities and repurchase
agreements for these securities. Income distributions from the Cash Fund
are declared daily and paid monthly from net interest income. Income
distributions received by the fund are recorded as interest income in the
accompanying financial statements.
RESTRICTED SECURITIES. The fund is permitted to invest in securities that
are subject to legal or contractual restrictions on resale. These
securities generally may
be resold in transactions exempt from registration or to the public if the
securities are registered. Disposal of these securities may involve
time-consuming negotiations and expense, and prompt sale at an acceptable
price may be difficult. At the end of the period, the fund had no
investments in restricted securities (excluding 144A issues).
8. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $4,583,595,000 and $4,315,378,000, respectively.
9. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. The annual individual
fund fee rate is .30%. In the event that these rates were lower than the
contractual rates in effect during the period, FMR voluntarily implemented
the above rates, as they resulted in the same or a lower management fee.
The basic fee is subject to a performance adjustment (up to a maximum of
".20% of the fund's average net assets over the
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
performance period) based on the fund's investment performance as compared
to the appropriate index over a specified period of time. For the period,
the management fee was equivalent to an annualized rate of .49% of average
net assets after the performance adjustment.
SALES LOAD. For the period December 1, 1995, through December 31, 1996,
Fidelity Distributors Corporation, an affiliate of FMR and the general
distributor of the fund, voluntarily waived the sales charge (3% of the
offering price) on the sales of shares. Effective January 1, 1997, the
fund's 3% sales charge was eliminated.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, is the fund's transfer, dividend disbursing and shareholder servicing
agent. FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annualized rate of
.23% 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 $1,144,000 for the period.
10. 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
$1,181,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by
$11,000 and $363,000, respectively, under these arrangements.
11. 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
(000S)
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Samsonite Corp. $ 13,751 $ - $ - $ 60,393
Sandisk Corp. 1,519 - - 18,478
Unisource Worldwide, Inc. 41,941 1,114 1,934 95,489
TOTALS $ 57,211 $ 1,114 $ 1,934 $ 174,360
MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a day.
BY PHONE
Fidelity TouchTone Xpressprovides a single toll-free number to access
account balances, positions, quotes and trading. It's easy to navigate the
service, and on your first call, the system will help you create a personal
identification number (PIN) for security.
SM
(PHONE_GRAPHIC)(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
For mutual fund and brokerage trading.
1
For quotes.*
2
For account balances and holdings.
3
To review orders and mutual
fund activity.
4
To change your PIN.
5
To speak to a Fidelity representative.
*
0
BY PC
Fidelity's Web site on the Internet provides a wide range of information,
including daily financial news, fund performance, interactive planning
tools and news about Fidelity products and services.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at 1-800-544-7272
for significant savings on Web access from internetMCI.
SM
(PHONE_GRAPHIC)(PHONE_GRAPHIC)
FIDELITY ON-LINE XPRESS+
TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity at
1-800-544-7272 or visit our Web site for more information on how to manage
your investments via your PC.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
TO WRITE FIDELITY

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
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)(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
TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
815 East Birch Street
Brea, CA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
950 Northgate Drive
San Rafael, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
29 South Main Street
West Hartford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
1907 West State Road 434
Longwood, FL
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Naples, FL
2401 PGA Boulevard
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8065 Beneva Road
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, 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 Street
Chicago, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
3232 Lake Avenue
Wilmette, IL
INDIANA
4729 East 82nd Street
Indianapolis, IN
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
150 Essex Street
Millburn, NJ
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
NEW YORK
1055 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
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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
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1155 Dairy Ashford Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
19740 IH 45 North
Spring, TX
UTAH
215 South State Street
Salt Lake City, UT
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
1900 K Street, N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Steven Wymer, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, 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 *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
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 and Multinational 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
TechnoQuant(trademark) Growth Fund
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)FIDELITY

EMERGING GROWTH
FUND
SEMIANNUAL REPORT
MAY 31, 1997
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 22 Statements of assets and liabilities,
operations, and changes in net
assets, as well as financial
highlights.

NOTES 26 Notes to the financial statements.

Fidelity Emerging Growth 2.65% 3.47% 138.60% 264.09%

Fidelity Emerging Growth -0.43% 0.37% 131.45% 253.17%
(including 3% sales charge)

Russell 2000(registered trademark) 8.44% 6.97% 107.91% 222.92%

Mid-Cap Funds Average 4.49% 7.92% 111.14% 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 had invested
$1,000 in a fund that had a 5% return over the past year, the value of your
investment would be $1,050. You can compare the fund's returns to the
performance of the Russell 2000 Index - an unmanaged index of 2,000 small
capitalization stocks with market values of $250 million or less. 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
mutual funds with similar objectives tracked by Lipper Analytical Services,
Inc. The past six months average represents a peer group of 207 mutual
funds. These benchmarks include reinvested dividends and capital gains, if
any, and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED MAY 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Fidelity Emerging Growth 3.47% 19.00% 22.26%

Fidelity Emerging Growth 0.37% 18.27% 21.68%
(including 3% sales charge)

Russell 2000 6.97% 15.77% 20.00%

Mid-Cap Funds Average 7.92% 15.94% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking an arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)
$10,000 OVER LIFE OF FUND
1990/12/28 9700.00 10000.00
1990/12/31 9758.20 10118.31
1991/01/31 11203.50 11033.34
1991/02/28 11804.90 12263.72
1991/03/31 12648.80 13126.95
1991/04/30 12580.90 13093.92
1991/05/31 13434.50 13718.05
1991/06/30 12493.60 12918.61
1991/07/31 13754.60 13371.94
1991/08/31 14647.00 13866.90
1991/09/30 14753.70 13975.48
1991/10/31 14967.10 14345.11
1991/11/30 14365.70 13681.63
1991/12/31 16305.88 14777.18
1992/01/31 16354.92 15974.53
1992/02/29 16104.38 16440.53
1992/03/31 15072.18 15884.04
1992/04/30 14621.22 15327.56
1992/05/31 14801.60 15531.38
1992/06/30 14060.02 14796.86
1992/07/31 14741.47 15311.50
1992/08/31 14280.49 14879.43
1992/09/30 14731.45 15222.82
1992/10/31 15753.63 15706.69
1992/11/30 16956.20 16908.56
1992/12/31 17668.44 17497.62
1993/01/31 18231.12 18089.85
1993/02/28 17527.13 17672.04
1993/03/31 18034.42 18245.49
1993/04/30 17899.83 17744.65
1993/05/31 19463.09 18529.84
1993/06/30 19659.79 18645.43
1993/07/31 19587.32 18902.86
1993/08/31 20343.07 19719.50
1993/09/30 20664.00 20275.98
1993/10/31 21160.93 20797.86
1993/11/30 20322.36 20113.33
1993/12/31 21180.19 20801.02
1994/01/31 21797.79 21453.20
1994/02/28 21673.66 21375.61
1994/03/31 20519.22 20247.03
1994/04/30 20606.11 20367.37
1994/05/31 19811.66 20138.67
1994/06/30 18421.37 19454.83
1994/07/31 19116.51 19774.47
1994/08/31 20519.22 20876.35
1994/09/30 20419.91 20806.45
1994/10/31 21400.57 20724.34
1994/11/30 20581.29 19887.35
1994/12/31 21142.37 20421.66
1995/01/31 20582.39 20164.00
1995/02/28 21540.58 21002.81
1995/03/31 22448.99 21364.52
1995/04/30 23208.08 21839.57
1995/05/31 24166.27 22215.08
1995/06/30 26841.73 23367.51
1995/07/31 30002.51 24713.52
1995/08/31 30425.60 25224.78
1995/09/30 31134.91 25675.24
1995/10/31 30761.59 24526.99
1995/11/30 30375.83 25557.48
1995/12/31 28741.54 26231.80
1996/01/31 29135.09 26203.68
1996/02/29 30883.45 27020.31
1996/03/31 30883.45 27570.34
1996/04/30 32853.63 29044.56
1996/05/31 34132.28 30189.13
1996/06/30 32827.53 28949.46
1996/07/31 29604.80 26420.91
1996/08/31 30857.36 27954.92
1996/09/30 33492.95 29047.38
1996/10/31 32631.82 28599.70
1996/11/30 34406.28 29778.13
1996/12/31 33282.38 30558.54
1997/01/31 35594.57 31169.25
1997/02/28 33771.24 30413.49
1997/03/31 31591.17 28978.40
1997/04/30 32304.65 29059.18
1997/05/30 35317.11 32292.00
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Emerging Growth Fund on December 28, 1990, when the
fund started, and the current maximum 3% sales charge was paid. As the
chart shows, by May 31, 1997, the value of the investment would have grown
to $35,317 - a 253.17% 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 $32,292 - a
222.92% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
long-term growth and
short-term volatility. In turn,
the share price and return of
a fund that invests in stocks
will vary. That means if you
sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

NOTE TO SHAREHOLDERS:
Erin Sullivan was named Portfolio Manager of Fidelity Emerging Growth Fund
on April 14, 1997.
Q. HOW DID THE FUND PERFORM, ERIN?
A. For the six-month period that ended May 31, 1997, the fund had a total
return of 2.65%. That compares to the 4.49% return for the same period of
the mid-cap funds average, according to Lipper Analytical Services, and a
return of 8.44% for the Russell 2000 index. For the 12 months that ended
May 31, 1997, the fund had a total return of 3.47%, while the mid-cap funds
average returned 7.92% and the Russell 2000 returned 6.97%.
Q. WHY DO YOU THINK THE FUND UNDERPERFORMED ITS PEER GROUP AND INDEX DURING
THE PERIOD?
A. As interest rates rose during the latter part of the period and there
was uncertainty about the economy, stocks with high price-to-earnings (P/E)
multiples had a more significant correction than the rest of the market.
The P/E ratio - or earnings multiple - gives investors an idea of how much
they are paying for a company's earning power. Young, fast-growing
companies typically have high P/Es because investors are willing to pay
more for above-average earnings growth. Many of the fund's holdings are
stocks with high P/Es. HFS, Inc., a franchiser of hotels and real-estate
brokerage offices and one of the fund's top 10 holdings at the end of the
period, is an example of a high-multiple stock that suffered a large
correction during the period.
Q. WHAT SPECIFIC HOLDINGS HELPED OR HURT THE FUND'S PERFORMANCE IN THE
SIX-MONTH PERIOD?
A. On the plus side, Dell Computer, Microsoft, ASM Lithography, Intel,
Keane, PeopleSoft and Compaq all helped the fund's performance because of
their strong company fundamentals and their ability to exceed earnings
expectations. On the negative side, the networking group within the
technology sector had a very difficult time. The fund had a large position
in Cisco Systems, a computer-networking company, and that stock suffered a
significant correction during the time period. Poor stock selection in the
retail industry also hurt performance. PETsMART, Just for Feet and Viking
Office Products underperformed considerably because of poor company
fundamentals. The fund sold its holdings in these three retail stocks by
the end of the period.
Q. WHAT CHANGES HAVE YOU MADE SINCE YOU STARTED MANAGING THE FUND?
A. I've been trying to look at stocks that have underperformed - meaning
companies that were hurt by the correction in high-multiple stocks - but
where fundamentals continue to be excellent and the companies haven't
disappointed in terms of earnings. I think you'll see more investments in
those names in the future.
Q. THE FUND REDUCED ITS POSITION IN TECHNOLOGY AND BOOSTED ITS HEALTH CARE
STAKE. WHAT WAS THE REASONING?
A. In the technology sector, when the fundamentals of some networking
companies began to deteriorate and other companies announced they would
miss earnings expectations, the fund reduced its stake in those stocks. The
fund increased its stake in health care, especially its holdings in
pharmaceutical companies, in February and March; these stocks have done
very well since the beginning of the year. I've increased the fund's HMO
and medical technology holdings since I took over the fund in April. I like
health care companies because they generally have very strong unit growth,
strong returns and strong cash flow. In the last several weeks of the
period, the stocks of some of the health care providers appreciated,
especially as concerns about reimbursement levels and pricing seemed to be
subsiding somewhat.
Q. THE FUND INCREASED ITS POSITION IN THE SERVICES SECTOR TO 8.6% FROM 3.4%
OVER THE SIX MONTHS. WHAT WAS THE STRATEGY BEHIND THE MOVE?
A. A big part of the boost came from the fund's purchase of shares in ADT
Ltd. The fund held only a small stake in that
company six months ago, but at the end of the period it was among the
fund's top 10 holdings. The fund increased its position in ADT partially as
a way to boost its holdings in Tyco International, which is attempting to
acquire ADT. And during the months leading up to the close of that deal,
ADT, a provider of electronic security devices, has been trading at a
discount to Tyco. As of the end of the period, I liked Tyco because I felt
it would be able to show consistently strong earnings growth over the next
few years.
Q. IT LOOKS LIKE THE FUND SOUGHT INVESTMENT OPPORTUNITIES OUTSIDE OF THE
U.S. DURING THE PERIOD. FOREIGN INVESTMENTS ROSE TO 7.4% OF HOLDINGS FROM
3% OVER THE SIX MONTHS. WHAT DROVE THIS INCREASE?
A. I wasn't actively looking to boost the percentage of the fund's
investments overseas. The international holdings increased during the
period, partly because I bought shares in Nokia, a Finnish
telecommunications supplier, and Ericsson, a Swedish telecommunications
company. I saw the potential for significant earnings growth with both of
these companies. Nokia was one of the fund's top 10 holdings at the end of
the period.
Q. WHAT'S YOUR OUTLOOK FOR THE FUND IN THE NEXT SIX MONTHS?
A. At this point, I don't see significant changes in the percentage of the
fund's investment in each industry sector, but the names within certain
groups might change. I will be looking for more opportunity in smaller-cap
stocks that have been beaten up, but where earnings have continued to come
through.
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 are seen to
be in the developing stage of
their life cycle and offer the
potential for accelerated
growth
FUND NUMBER: 324
TRADING SYMBOL: FDEGX
START DATE: December 28,
1990
SIZE: as of May 31, 1997,
more than $1.8 billion
MANAGER: Erin Sullivan,
since April 1997; manager,
Fidelity Select Software and
Computer Services Portfolio,
from January 1997 to June
1997; manager, Fidelity Select
Retailing Portfolio, 1995 to
January 1997; joined Fidelity
in 1991
(checkmark)
ERIN SULLIVAN ON HER
INVESTMENT PHILOSOPHY:
"Overall, I like companies that
have strong revenue growth
driven by unit demand and the
potential to expand operating
margins. When I look at
companies, I think it's
important to understand
management's strategy and
how they plan to compete.
"I like stocks that are cheap
relative to earnings power,
have significant earnings
growth and the potential to
beat the Street's estimates.
Obviously, I'd love to own as
many of those as I could.
"It gets more difficult when
valuations get high, but I think
when you look at emerging
trends within industries -
meaning, for example, there's
high demand for a certain
product or service - there
tends to be significant
potential for earnings growth
in the early part of those
trends. Even companies with
high valuations at that point
can appreciate significantly as
they show good unit growth
and consistency of earnings.
It's usually an opportunity to
make a lot of money."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF MAY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Microsoft Corp. 2.7 2.1

Compaq Computer Corp. 2.6 1.4

HFS, Inc. 2.4 2.8

Toys "R" Us, Inc. 2.0 0.4

PeopleSoft, Inc. 1.9 0.9

WorldCom, Inc. 1.8 0.3

HEALTHSOUTH Rehabilitation Corp. 1.7 1.1

ADT Ltd. 1.7 0.0

Nokia Corp. AB sponsored ADR 1.4 0.1

CompUSA, Inc. 1.4 0.8

TOP FIVE MARKET SECTORS AS OF MAY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Technology 41.6 46.8

Health 15.4 13.6

Retail & Wholesale 11.7 11.4

Services 8.6 3.4

Media & Leisure 5.6 8.3

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF MAY 31, 1997 * AS OF NOVEMBER 30, 1996**
Row: 1, Col: 1, Value: 3.0
Row: 1, Col: 2, Value: 1.6
Row: 1, Col: 3, Value: 45.4
Row: 1, Col: 4, Value: 50.0
Stocks 97.2%
Convertible
securities 0.0%
Short-term
investments 2.8%
FOREIGN
INVESTMENTS 3.0%
Stocks 97.2%
Convertible
securities 0.2%
Short-term
investments 2.6%
FOREIGN
INVESTMENTS 7.4%
Row: 1, Col: 1, Value: 3.0
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 4, Value: 47.0
*
**
INVESTMENTS MAY 31, 1997 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 97.2%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.3%
AEROSPACE & DEFENSE - 0.2%
Orbital Sciences Corp. (a) 175,000 $ 2,909
SHIP BUILDING & REPAIR - 0.1%
Avondale Industries, Inc. (a) 107,700 2,046
TOTAL AEROSPACE & DEFENSE 4,955
CONSTRUCTION & REAL ESTATE - 0.8%
BUILDING MATERIALS - 0.6%
American Standard Companies, Inc. 235,000 11,779
CONSTRUCTION - 0.2%
Oakwood Homes Corp. 136,900 3,251
TOTAL CONSTRUCTION & REAL ESTATE 15,030
DURABLES - 4.1%
AUTOS, TIRES, & ACCESSORIES - 0.7%
AutoZone, Inc. (a) 405,800 9,486
Circuit City Stores, Inc. - CarMax Group 47,300 686
Travis Boats & Motors, Inc. (a) 165,000 2,248
12,420
CONSUMER DURABLES - 0.4%
Samsonite Corp. (a) 106,400 4,775
Wireless Telecom Group, Inc. 129,800 1,428
6,203
HOME FURNISHINGS - 0.2%
Furniture Brands International, Inc. (a) 20,000 313
Garden Ridge Corp. (a) 20,000 243
Linens 'n Things, Inc. 128,000 3,311
3,867
TEXTILES & APPAREL - 2.8%
Fruit of the Loom, Inc. Class A (a) 50,800 1,772
Gucci Group NV 144,000 10,044
Liz Claiborne, Inc. 120,000 5,475
Timberland Co. Class A (a) 26,300 1,542
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - CONTINUED
Tommy Hilfiger (a) 404,800 $ 18,014
VF Corp. 186,200 14,546
Wolverine World Wide, Inc. 10,000 258
51,651
TOTAL DURABLES 74,141
ENERGY - 0.6%
ENERGY SERVICES - 0.2%
Global Marine, Inc. 164,000 3,690
OIL & GAS - 0.4%
Abacan Resource Corp. (a) 88,200 639
Chesapeake Energy Corp. (a) 254,000 3,588
EVI, Inc. 24,300 914
Titan Exploration, Inc. 44,000 402
United Meridian Corp. 52,900 1,904
7,447
TOTAL ENERGY 11,137
FINANCE - 0.8%
BANKS - 0.5%
First Bank System, Inc. 100,000 8,200
CREDIT & OTHER FINANCE - 0.2%
Aames Financial Corp. 60,000 773
Green Tree Financial Corp. 85,000 2,975
3,748
SECURITIES INDUSTRY - 0.1%
Ameritrade Holding Corp. Class A 130,000 1,820
TOTAL FINANCE 13,768
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - 15.4%
DRUGS & PHARMACEUTICALS - 4.5%
Alkermes, Inc. (a) 400,000 $ 6,600
ALZA Corp. Class A (a) 80,000 2,360
American Home Products Corp. 41,300 3,148
Amgen, Inc. 25,000 1,672
Biogen, Inc. (a) 100,000 3,318
Bristol-Myers Squibb Co. 270,000 19,811
COR Therapeutics, Inc. (a) 40,000 358
Elan Corp. PLC ADR (a) 250,000 10,187
Genome Therapeutics Corp. (a) 150,000 1,163
Guilford Pharmaceuticals, Inc. (a) 75,000 1,913
Magainin Pharmaceuticals, Inc. (a) 335,000 2,428
Pfizer, Inc. 170,000 17,489
Protein Design Labs, Inc. (a) 68,700 2,173
Quintiles Transnational Corp. (a) 10,300 644
Sepracor, Inc. (a) 377,000 9,237
82,501
MEDICAL EQUIPMENT & SUPPLIES - 3.5%
Bergen Brunswig Corp. Class A 140,000 5,320
Biomet, Inc. 100,000 1,869
Boston Scientific Corp. (a) 440,000 23,485
Cardinal Health, Inc. 104,700 6,099
Closure Medical Corp. 114,100 2,396
Johnson & Johnson 172,000 10,299
Medtronic, Inc. 20,000 1,480
Sofamor/Danek Group, Inc. (a) 154,000 7,084
Steris Corp. 30,000 1,091
Stryker Corp. 40,000 1,395
Sybron International Corp. (a) 85,000 3,071
63,589
MEDICAL FACILITIES MANAGEMENT - 7.4%
Carematrix Corp. (a) 109,600 2,082
Genesis Health Ventures, Inc. 109,000 3,583
HEALTHSOUTH Rehabilitation Corp. (a) 1,356,100 31,021
Health Management Associates, Inc. Class A (a) 371,300 10,861
Humana, Inc. (a) 285,700 6,464
Integrated Health Services, Inc. 320,000 11,520
Medquist, Inc. (a) 165,000 4,249
Oxford Health Plans, Inc. (a) 230,500 16,250
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - CONTINUED
PhyMatrix Corp. (a) 105,000 $ 1,483
Renal Treatment Centers, Inc. 10,000 288
Tenet Healthcare Corp. (a) 210,100 5,778
United HealthCare Corp. 420,000 23,730
Universal Health Services, Inc. Class B (a) 170,000 6,885
Vencor, Inc. (a) 130,675 5,325
Wellpoint Health Networks, Inc. 125,000 5,968
135,487
TOTAL HEALTH 281,577
INDUSTRIAL MACHINERY & EQUIPMENT - 2.9%
ELECTRICAL EQUIPMENT - 0.1%
AML Communications, Inc. (a) 79,900 220
American Power Conversion Corp. (a) 85,000 1,976
2,196
INDUSTRIAL MACHINERY & EQUIPMENT - 1.5%
DT Industries, Inc. 65,000 2,080
Ionics, Inc. (a) 13,700 654
MSC Industrial Direct, Inc. (a) 50,000 1,781
PRI Automation, Inc. (a) 200,000 7,626
Tyco International Ltd. 230,400 14,630
26,771
POLLUTION CONTROL - 1.3%
USA Waste Services, Inc. (a) 75,000 2,719
United Waste Systems, Inc. (a) 558,600 21,436
24,155
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 53,122
MEDIA & LEISURE - 5.6%
BROADCASTING - 1.0%
American Radio Systems Corp. Class A 13,100 488
Evergreen Media Corp. Class A (a) 345,000 13,412
HSN, Inc. 69,100 2,116
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
BROADCASTING - CONTINUED
Jacor Communications, Inc. Class A (a) 30,000 $ 1,035
PanAmSat Corp. (a) 54,459 1,559
18,610
ENTERTAINMENT - 0.1%
MGM Grand, Inc. (a) 55,000 2,083
LEISURE DURABLES & TOYS - 0.2%
Harley-Davidson, Inc. 95,000 4,251
LODGING & GAMING - 3.6%
Doubletree Corp. 30,000 1,343
Extended Stay America, Inc. (a) 184,080 2,554
HFS, Inc. (a) 821,500 44,258
Mirage Resorts, Inc. (a) 500,000 11,938
Sun International Hotels Ltd. Ord. (a) 97,600 3,697
Wyndham Hotel Corp. 71,500 1,975
65,765
RESTAURANTS - 0.7%
Apple South, Inc. 38,800 587
Fine Host Corp. (a) 62,000 1,891
Rainforest Cafe, Inc. (a) 290,000 7,105
Starbucks Corp. (a) 95,000 2,992
12,575
TOTAL MEDIA & LEISURE 103,284
PRECIOUS METALS - 0.2%
Getchell Gold Corp. (a) 76,000 3,031
RETAIL & WHOLESALE - 11.7%
APPAREL STORES - 3.1%
Gap, Inc. 165,000 5,651
Payless ShoeSource, Inc. (a) 320,000 15,161
Ross Stores, Inc. 513,400 14,439
TJX Companies, Inc. 452,800 21,734
56,985
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
DRUG STORES - 0.9%
CVS Corp. 127,920 $ 6,124
Rite Aid Corp. 240,000 11,160
17,284
GENERAL MERCHANDISE STORES - 2.4%
Consolidated Stores Corp. (a) 322,500 12,336
Dollar General Corp. 256,400 8,621
Dollar Tree Stores (a) 70,000 3,360
Family Dollar Stores, Inc. 185,000 4,764
99 Cents Only Stores 15,500 392
Proffitts, Inc. (a) 237,300 9,462
Stein Mart, Inc. (a) 156,000 4,719
43,654
GROCERY STORES - 0.9%
American Stores Co. 57,000 2,594
Dominick's Supermarkets, Inc. 20,000 485
Safeway, Inc. (a) 170,000 7,650
Whole Foods Market, Inc. (a) 177,500 5,569
16,298
RETAIL & WHOLESALE, MISCELLANEOUS - 4.4%
Barnes & Noble, Inc. (a) 58,000 2,414
Bed Bath & Beyond, Inc. (a) 165,000 4,682
Circuit City Stores, Inc. - Circuit City Group 291,800 11,526
Corporate Express, Inc. (a) 300,000 4,125
Gadzooks, Inc. (a) 50,000 1,659
Home Depot, Inc. 20,600 1,298
Lowe's Companies, Inc. 245,000 9,647
Officemax, Inc. (a) 340,600 4,726
Sodak Gaming, Inc. (a) 250,000 3,672
Toys "R" Us, Inc. (a) 1,167,700 36,344
80,093
TOTAL RETAIL & WHOLESALE 214,314
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 8.6%
ADVERTISING - 0.5%
CMG Information Services, Inc. (a) 83,400 $ 1,439
Lycos, Inc. (a) 516,900 7,495
8,934
LEASING & RENTAL - 1.0%
Hertz Corp. Class A 106,000 3,631
Hollywood Entertainment Corp. (a) 600,000 12,075
Republic Industries, Inc. (a) 80,000 1,925
17,631
PRINTING - 0.8%
ASM Lithography Holding NV (a) 297,800 15,560
SERVICES - 6.3%
ADT Ltd. (a) 1,059,900 30,870
AccuStaff, Inc. (a) 549,200 13,180
Computer Horizons Corp. (a) 117,700 6,562
Corestaff, Inc. (a) 55,000 1,306
Diamond Technology Partners, Inc. Class A (a) 10,000 108
Gartner Group, Inc. Class A (a) 400,000 11,650
Medpartners, Inc. (a) 90,000 1,710
Norrell Corp. 7,300 234
Personnel Group of America, Inc. (a) 76,000 2,309
Premier Technologies, Inc. (a) 154,100 4,141
Registry, Inc. 292,000 14,089
Robert Half International, Inc. (a) 175,300 7,516
Service Corp. International 210,000 7,403
Sitel Corp. (a) 280,800 4,633
Snyder Communications, Inc. (a) 75,000 2,063
Staffmark, Inc. 184,700 3,463
Telespectrum Worldwide, Inc. (a) 284,000 4,597
115,834
TOTAL SERVICES 157,959
TECHNOLOGY - 41.4%
COMMUNICATIONS EQUIPMENT - 5.0%
ADC Telecommunications, Inc. (a) 62,200 2,130
Advanced Fibre Communication, Inc. 20,000 1,103
Aspect Telecommunications Corp. (a) 173,200 3,897
Boston Technology, Inc. (a) 20,000 575
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMMUNICATIONS EQUIPMENT - CONTINUED
Cabletron Systems, Inc. 90,000 $ 3,960
Checkpoint Systems, Inc. 60,000 855
Ciena Corp. 30,000 1,403
Cisco Systems, Inc. 20,000 1,355
DSC Communications Corp. (a) 460,000 11,759
Davox Corp. (a) 245,700 7,924
Dynatech Corp. (a) 20,000 750
Ericsson (L.M.) Telephone Co. Class B ADR 230,000 8,194
Lucent Technologies, Inc. 210,000 13,361
Nokia Corp. AB sponsored ADR 401,300 26,485
Tellabs, Inc. (a) 93,000 4,673
Teledata Communications Ltd. (a) 100,000 3,050
91,474
COMPUTER SERVICES & SOFTWARE - 20.5%
Adobe Systems, Inc. 270,000 12,049
Affiliated Computer Services, Inc. Class A (a) 104,900 2,780
Analysts International Corp. 65,000 2,356
Arbor Software Corp. (a) 204,100 6,072
Autodesk, Inc. 150,000 5,831
BMC Software, Inc. (a) 340,000 18,403
CBT Group PLC sponsored ADR (a) 40,000 2,180
CUC International, Inc. (a) 571,600 13,147
CACI International, Inc. Class A (a) 325,000 5,972
Cambridge Technology Partners Mass., Inc. (a) 376,800 11,492
Ciber, Inc. (a) 25,000 1,034
CompUSA, Inc. (a) 1,129,000 26,249
Computer Learning Centers, Inc. (a) 50,000 1,456
Computer Task Group, Inc. 70,000 4,279
Electronic Arts, Inc. 149,500 4,784
Electronics for Imaging, Inc. (a) 450,000 17,944
Fiserv, Inc. (a) 135,000 5,552
Henry (Jack) & Associates, Inc. 160,000 3,580
i2 Technologies, Inc. (a) 100,000 4,275
JDA Software Group, Inc. (a) 109,700 3,044
Keane, Inc. (a) 307,200 17,318
LHS Group, Inc. 21,000 698
Manugistics Group, Inc. (a) 20,000 1,300
McAfee Associates, Inc. (a) 265,000 17,440
Meta Group, Inc. (a) 50,000 1,138
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Metro Information Services, Inc. 20,000 $ 368
Microsoft Corp. (a) 400,000 49,600
Oracle Systems Corp. (a) 285,800 13,325
Parametric Technology Corp. (a) 155,000 6,956
Paychex, Inc. 65,000 2,389
PeopleSoft, Inc. (a) 677,500 35,061
Physician Computer Network, Inc. (a) 193,700 1,113
Platinum Technology, Inc. (a) 155,000 2,248
Policy Management Systems Corp. (a) 63,300 3,007
Puma Technology, Inc. 27,900 289
Remedy Corp. (a) 233,900 9,444
Sabre Group Holdings, Inc. Class A (a) 87,900 2,449
Saville Systems Ireland PLC sponsored ADR (a) 265,000 11,296
Scopus Technology, Inc. (a) 558,650 16,864
Shared Medical Systems Corp. 73,500 3,896
SunGard Data Systems, Inc. (a) 205,000 8,713
Synopsys, Inc. (a) 20,000 747
Technology Solutions, Inc. (a) 252,600 9,157
Vantive Corp. (a) 280,600 7,541
374,836
COMPUTERS & OFFICE EQUIPMENT - 6.5%
Adaptec, Inc. (a) 345,500 12,697
Bay Networks, Inc. 30,000 735
CDW Computer Centers, Inc. (a) 100,700 4,934
Compaq Computer Corp. (a) 444,200 48,085
Creative Technology Corp. Ltd. (a) 298,100 5,217
Dell Computer Corp. (a) 225,000 25,313
Micron Electronics, Inc. (a) 7,400 112
SCI Systems, Inc. (a) 65,000 4,225
Tech Data Corp. (a) 596,900 17,683
119,001
ELECTRONIC INSTRUMENTS - 1.3%
Applied Materials, Inc. 48,900 3,191
DBT Online, Inc. 20,000 760
Sawtek, Inc. (a) 35,000 1,166
Teradyne, Inc. (a) 182,700 7,490
Thermo Electron Corp. (a) 331,000 11,420
24,027
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - 8.1%
Act Manufacturing, Inc. (a) 32,500 $ 916
Actel Corp. (a) 210,000 4,410
Altera Corp. (a) 270,000 14,310
Dallas Semiconductor Corp. 20,000 773
Etec Systems, Inc. (a) 65,100 2,897
Intel Corp. 163,500 24,770
KEMET Corp. (a) 85,000 2,157
Lattice Semiconductor Corp. (a) 49,200 2,854
Linear Technology Corp. 140,100 7,023
Maxim Integrated Products, Inc. (a) 262,600 14,115
Microsemi Corp. (a) 45,000 584
Motorola, Inc. 180,000 11,948
OnTrak Systems, Inc. 20,300 583
Rambus, Inc. 500 16
Sierra Semiconductor Corp. 20,000 483
Solectron Corp. (a) 80,000 5,000
Texas Instruments, Inc. 179,300 16,114
VLSI Technology, Inc. (a) 140,000 3,403
Vitesse Semiconductor Corp. (a) 530,000 19,014
Xilinx, Inc. (a) 306,100 16,414
147,784
TOTAL TECHNOLOGY 757,122
TRANSPORTATION - 0.3%
AIR TRANSPORTATION - 0.3%
ASA Holdings, Inc. 115,000 3,004
Comair Holdings, Inc. 75,000 1,950
Ryanair Holdings PLC sponsored ADR 1,800 45
4,999
UTILITIES - 4.5%
CELLULAR - 0.6%
AirTouch Communications, Inc. (a) 290,700 8,103
Palmer Wireless, Inc. (a) 132,200 2,115
10,218
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
ELECTRIC UTILITY - 0.4%
AES Corp. 114,600 $ 8,223
TELEPHONE SERVICES - 3.5%
Brooks Fiber Properties, Inc. 3,100 80
Cincinnati Bell, Inc. 213,900 13,155
LCI International, Inc. (a) 315,000 7,639
MCI Communications Corp. 105,000 4,029
Sprint Corp. 55,000 2,688
Telebras sponsored ADR 25,000 3,434
WorldCom, Inc. (a) 1,129,530 33,463
64,488
TOTAL UTILITIES 82,929
TOTAL COMMON STOCKS
(Cost $1,459,150) 1,777,368
CONVERTIBLE BONDS - 0.2%
MOODY'S PRINCIPAL
RATINGS AMOUNT (000S)
TECHNOLOGY - 0.2%
COMPUTER SERVICES & SOFTWARE - 0.2%
Eidos PLC 6 1/4%, 7/31/02 (c)
(Cost $4,000) - $ 4,000 3,780
CASH EQUIVALENTS - 2.6%
SHARES
Taxable Central Cash Fund (b)
(Cost $47,416) 47,416,114 47,416
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,510,566) $ 1,828,564
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.54%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
3. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $3,780,000 or 0.2% of net
assets.
INCOME TAX INFORMATION
At May 31, 1997, the aggregate cost of investment securities for income tax
purposes was $1,511,303,000. Net unrealized appreciation aggregated
$317,261,000, of which $352,744,000 related to appreciated investment
securities and $35,483,000 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, 1997 (UNAUDITED)

ASSETS

Investment in securities, at value (cost $1,510,566) - $ 1,828,564
See accompanying schedule

Cash 90

Receivable for investments sold 66,334

Receivable for fund shares sold 2,492

Dividends receivable 492

Interest receivable 412

Redemption fees receivable 2

Other receivables 324

TOTAL ASSETS 1,898,710

LIABILITIES

Payable for investments purchased $ 84,352

Payable for fund shares redeemed 4,460

Accrued management fee 1,166

Other payables and accrued expenses 495

TOTAL LIABILITIES 90,473

NET ASSETS $ 1,808,237

Net Assets consist of:

Paid in capital $ 1,299,290

Accumulated net investment (loss) (4,497)

Accumulated undistributed net realized gain (loss) on 195,442
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 318,002
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 67,640 shares outstanding $ 1,808,237

NET ASSET VALUE and redemption price per share $26.73
($1,808,237 (divided by) 67,640 shares)

Maximum offering price per share (100/97.00 of $26.73) $27.56

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1997 (UNAUDITED)

INVESTMENT INCOME $ 2,140
Dividends

Interest 3,177

TOTAL INCOME 5,317

EXPENSES

Management fee $ 5,938
Basic fee

Performance adjustment 1,164

Transfer agent fees 2,445

Accounting fees and expenses 350

Non-interested trustees' compensation 6

Custodian fees and expenses 32

Registration fees 81

Audit 30

Legal 7

Miscellaneous 4

Total expenses before reductions 10,057

Expense reductions (243) 9,814

NET INVESTMENT INCOME (LOSS) (4,497)

REALIZED AND UNREALIZED GAIN (LOSS) 200,752
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) on:

Investment securities (155,328)

Assets and liabilities in foreign currencies 4 (155,324)

NET GAIN (LOSS) 45,428

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 40,931
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,
31,1997 1996
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ (4,497) $ (4,998)
Net investment income (loss)

Net realized gain (loss) 200,752 27,528

Change in net unrealized appreciation (depreciation) (155,324) 172,134

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 40,931 194,664
FROM OPERATIONS

Distributions to shareholders from net realized gains (23,421) (59,173)

Share transactions 266,409 977,456
Net proceeds from sales of shares

Reinvestment of distributions 23,095 58,461

Cost of shares redeemed (438,232) (564,710)

Redemption fees 244 751

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (148,484) 471,958
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (130,974) 607,449

NET ASSETS

Beginning of period 1,939,211 1,331,762

End of period (including accumulated net investment $ 1,808,237 $ 1,939,211
loss of $4,497 and $0, respectively)

OTHER INFORMATION
Shares

Sold 10,408 40,103

Issued in reinvestment of distributions 913 2,601

Redeemed (17,233) (23,706)

Net increase (decrease) (5,912) 18,998

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED NOVEMBER 30,
ENDED MAY 31,
1997

(UNAUDITED) 1996 1995 1994 E 1993 1992

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

Net asset value, $ 26.37 $ 24.41 $ 16.58 $ 19.63 $ 16.92 $ 14.81
beginning of period

Income from Investment
Operations

Net investment (.06) D (.07) D (.14) D (.07) D (.03) .09
income (loss)

Net realized and .74 3.10 7.99 .34 3.29 2.50
unrealized gain
(loss)

Total from investment .68 3.03 7.85 .27 3.26 2.59
operations

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

From net realized gain (.32) (1.08) (.04) (3.33) (.54) (.50)

Total distributions (.32) (1.08) (.04) (3.33) (.56) (.50)

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

Net asset value, $ 26.73 $ 26.37 $ 24.41 $ 16.58 $ 19.63 $ 16.92
end of period

TOTAL RETURN B, C 2.65% 13.27% 47.59% 1.27% 19.85% 18.03%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,808 $ 1,939 $ 1,332 $ 611 $ 634 $ 615
(in millions)

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

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

Ratio of net investment (.50)% (.31) (.66) (.41) (.20) .56%
income (loss) to A % % % %
average net assets

Portfolio turnover rate 185% A 105% 102% 180% 332% 531%

Average commission $ .0414 $ .0405
rate G

</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 NET INVESTMENT INCOME (LOSS) 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 (LOSS) 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, 1997 (Unaudited)

12. 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 with remaining maturities
of sixty days or less for which quotations are not readily available are
valued at amortized cost or original cost plus accrued interest, both of
which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, 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."
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Non-cash dividends included in dividend income, if any,
are recorded at the fair market value of the securities received. Interest
income is accrued as earned. Investment income is recorded net of foreign
taxes withheld where recovery of such taxes is uncertain.
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. 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.
Accumulated net investment 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.
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.
13. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities.
Losses may arise from changes in the value of the foreign currency or if
the counterparties do not perform under the contracts' terms. The U.S.
dollar value of foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
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
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
Company (FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more repurchase
agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Income
distributions from the Cash Fund are declared daily and paid monthly from
net interest income. Income distributions received by the fund are recorded
as interest income in the accompanying financial statements.
RESTRICTED SECURITIES. The fund is permitted to invest in securities that
are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from registration
or to the public if the securities are registered. Disposal of these
securities may involve time-consuming negotiations and expense, and prompt
sale at an acceptable price may be difficult. At the end of the period the
fund had no investments in restricted securities (excluding 144A issues).
14. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,581,177,000 and $1,741,154,000, respectively.
15. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. The annual individual
fund fee rate is .35%. In the event that these rates were lower than the
contractual rates in effect
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES -
CONTINUED
MANAGEMENT FEES - CONTINUED
during the period, FMR voluntarily implemented the above rates, as they
resulted in the same or a lower management fee. The basic fee is subject to
a performance adjustment (up to a maximum of ".20% of the fund's average
net assets over the performance period) based on the fund's investment
performance as compared to the appropriate index over a specified period of
time. For the period, the management fee was equivalent to an annualized
rate of .79% 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
$473,000 on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, is the fund's transfer, dividend disbursing and shareholder servicing
agent. FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annualized rate of
.27% 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 $272,000 for the period.
16. 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
$211,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by
$10,000 and $22,000, respectively, under these arrangements.
MANAGING YOUR INVESTMENTS

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
Arthur S. Loring, Secretary
Richard A. Silver, 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 *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
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 and Multinational 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
TechnoQuant(trademark) Growth Fund
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE