FIDELITY MT VERNON STREET TRUST, N-30D, 1998-01-20

FIDELITY MT VERNON STREET TRUST
N-30D, 1998-01-20

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FIDELITY

(REGISTERED TRADEMARK)

GROWTH COMPANY
FUND
ANNUAL REPORT
NOVEMBER 30, 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 10 A SUMMARY OF MAJOR SHIFTS IN THE FUND'S
INVESTMENTS OVER THE PAST SIX MONTHS.

INVESTMENTS 11 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.

REPORT OF INDEPENDENT 33 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 34

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:
Although financial turmoil in Pacific Basin countries was a catalyst
for significant volatility in U.S. markets in late October and into
November, the Standard & Poor's 500 Index has risen more than 31%
year-to-date, almost three times its historical annual average.
Meanwhile, bond markets - primarily influenced by a relatively steady
flow of positive news on the inflation front - continued to post solid
returns through the first 11 months of 1997.
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
PERIODS ENDED NOVEMBER 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY GROWTH COMPANY 14.63% 125.40% 592.52%

S&P 500(REGISTERED TRADEMARK) 28.51% 150.41% 456.23%

GROWTH FUNDS AVERAGE 22.00% 118.19% 390.30%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, 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 one year average
represents a peer group of 791 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 NOVEMBER 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY GROWTH COMPANY 14.63% 17.65% 21.35%

S&P 500 28.51% 20.15% 18.69%

GROWTH FUNDS AVERAGE 22.00% 16.55% 16.76%

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
IMAHDR PRASUN SHR__CHT 19971130 19971209 140417 S00000000000001
Growth Company S&P 500
00025 SP001
1987/11/30 10000.00 10000.00
1987/12/31 11574.07 10761.00
1988/01/31 11618.51 11214.04
1988/02/29 12329.67 11736.61
1988/03/31 12471.90 11373.95
1988/04/30 12329.67 11500.20
1988/05/31 12267.44 11600.25
1988/06/30 13307.51 12132.71
1988/07/31 13031.94 12086.60
1988/08/31 12498.57 11675.66
1988/09/30 13200.84 12173.04
1988/10/31 13058.60 12511.45
1988/11/30 12880.81 12332.54
1988/12/31 13433.28 12548.36
1989/01/31 14373.61 13466.90
1989/02/28 14348.23 13131.57
1989/03/31 14840.79 13437.54
1989/04/30 15853.29 14134.94
1989/05/31 17093.82 14707.41
1989/06/30 16473.55 14623.58
1989/07/31 17577.26 15944.09
1989/08/31 18297.87 16256.59
1989/09/30 18817.80 16189.94
1989/10/31 18626.24 15814.33
1989/11/30 18708.34 16136.94
1989/12/31 19027.08 16524.23
1990/01/31 17578.93 15415.45
1990/02/28 18353.28 15614.31
1990/03/31 19338.83 16028.09
1990/04/30 19057.25 15627.39
1990/05/31 21058.51 17151.06
1990/06/30 21299.87 17034.43
1990/07/31 20636.13 16979.92
1990/08/31 18494.08 15444.94
1990/09/30 16854.85 14692.77
1990/10/31 16935.30 14629.59
1990/11/30 18745.49 15574.66
1990/12/31 19710.92 16009.20
1991/01/31 21933.43 16707.20
1991/02/28 23351.41 17901.76
1991/03/31 24618.54 18334.98
1991/04/30 24397.30 18378.99
1991/05/31 25694.60 19172.96
1991/06/30 23964.86 18294.84
1991/07/31 25865.56 19147.38
1991/08/31 26981.84 19601.17
1991/09/30 26820.94 19273.83
1991/10/31 26760.60 19532.10
1991/11/30 25764.99 18744.96
1991/12/31 29237.26 20889.38
1992/01/31 29566.27 20500.84
1992/02/29 29817.48 20767.35
1992/03/31 28277.45 20362.38
1992/04/30 27731.34 20961.04
1992/05/31 27698.58 21063.75
1992/06/30 26715.58 20749.90
1992/07/31 27665.81 21598.57
1992/08/31 26912.18 21155.80
1992/09/30 27338.15 21405.44
1992/10/31 28812.64 21480.36
1992/11/30 30724.01 22212.84
1992/12/31 31559.54 22486.05
1993/01/31 32326.02 22674.94
1993/02/28 31422.67 22983.32
1993/03/31 32543.28 23468.26
1993/04/30 32188.80 22900.33
1993/05/31 33995.49 23514.06
1993/06/30 34121.27 23582.25
1993/07/31 33572.41 23487.92
1993/08/31 34944.57 24378.11
1993/09/30 35927.96 24190.40
1993/10/31 36419.66 24691.14
1993/11/30 35344.79 24456.58
1993/12/31 36668.89 24752.50
1994/01/31 37858.35 25594.09
1994/02/28 37250.38 24900.49
1994/03/31 35515.16 23814.83
1994/04/30 35933.13 24119.66
1994/05/31 35730.48 24515.22
1994/06/30 34083.91 23914.60
1994/07/31 34869.20 24699.00
1994/08/31 36642.42 25711.65
1994/09/30 35907.80 25081.72
1994/10/31 37073.06 25646.06
1994/11/30 35781.14 24712.03
1994/12/31 35853.21 25078.51
1995/01/31 35458.64 25728.79
1995/02/28 36931.70 26731.44
1995/03/31 38378.45 27520.29
1995/04/30 40035.64 28330.76
1995/05/31 41456.09 29463.14
1995/06/30 44533.73 30147.57
1995/07/31 47848.12 31147.26
1995/08/31 48439.97 31225.44
1995/09/30 49807.81 32543.16
1995/10/31 49531.61 32426.98
1995/11/30 50531.19 33850.52
1995/12/31 50055.73 34502.48
1996/01/31 51267.83 35676.95
1996/02/29 52461.07 36007.67
1996/03/31 52863.45 36354.43
1996/04/30 54500.69 36890.29
1996/05/31 55999.18 37841.69
1996/06/30 55236.06 37985.87
1996/07/31 51850.58 36307.65
1996/08/31 53071.57 37073.38
1996/09/30 56692.92 39159.87
1996/10/31 56942.67 40239.90
1996/11/30 60411.40 43281.64
1996/12/31 58468.29 42424.23
1997/01/31 61898.37 45074.89
1997/02/28 60610.03 45428.28
1997/03/31 56875.28 43561.63
1997/04/30 59003.22 46162.26
1997/05/31 63403.85 48972.62
1997/06/30 65806.83 51166.59
1997/07/31 71452.38 55237.92
1997/08/31 68788.83 52143.49
1997/09/30 72103.78 54999.39
1997/10/31 67949.24 53162.41
1997/11/28 69252.06 55623.30
IMATRL PRASUN SHR__CHT 19971130 19971209 140422 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Growth Company Fund on November 30, 1987. As the
chart shows, by November 30, 1997, the value of the investment would
have grown to $69,252 - a 592.52% increase on the initial investment.
For comparison, look at how the S&P 500 did over the same period. With
dividends and capital gains, if any, reinvested, the same $10,000
investment would have grown to $55,623 - a 456.23% 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

MARKET RECAP
The 12 months that ended
November 30, 1997, was a period
that truly tested the U.S. stock
market's resolve. But despite
frequent shifts in sentiment, an
interest-rate hike and global
volatility concerns, U.S. stocks still
managed to perform well. The
Standard & Poor's 500 Index - a
broad gauge of the U.S. stock
market - returned 28.51% during
the period, well above the
market's long-term annual
average return of around 11%. In
the first half of the period, large-cap
stocks were responsible for much
of the market's gain, as investors
were drawn to stocks with
recognizable names and consistent
earnings-growth track records.
Consequently, stock prices soared
and enthusiasm was high. The
Federal Reserve Board - in an
attempt to halt inflation before it
appeared - raised a key
short-term interest rate by 0.25%
in March. The market paused
briefly, but then kept rolling as the
Dow Jones Industrial Average
reached the 8,000-point mark for
the first time ever in August. With
several multinational companies
announcing earnings shortfalls in
mid-August, small-cap stocks
came into favor among investors.
During August and September,
the Russell 2000 Index - which
measures small-cap stock
performance - was up 9.78%
while the S&P was down 0.43%.
Volatility in Asian markets in late
October sent skittish investors
running for cover. The Dow slid
554 points in one day, then
snapped back the next, reclaiming
330-plus points. Sensing
continued fallout from this
volatility, investors again became
quality-conscious and large-caps
regained their perch through
November.
An interview with Steven Wymer, Portfolio Manager of Fidelity Growth
Company Fund
Q. HOW DID THE FUND PERFORM, STEVE?
A. It's been a challenging year. For the 12 months that ended November
30, 1997, the fund returned 14.63%. This lagged the Standard & Poor's
500 Index, which compiled a return of 28.51% over the same time. The
growth funds average returned 22.00%, according to Lipper Analytical
Services.
Q. WHAT FACTORS CAUSED THE FUND TO UNDERPERFORM THE INDEX AND PEER
GROUP?
A. Individual stock selection within certain industry groups hurt, as
did a difficult environment for technology stocks and an
underweighting in finance stocks relative to the S&P 500. In terms of
individual disappointments, the fund's positions in retail-oriented
stocks such as IKON Office Solutions, PETsMART and Sunglass Hut were
particularly disappointing. Hollywood Entertainment - a video rental
company - was hurt by a slow summer box office slate and subsequent
weak video demand. Waste industry stocks - such as Waste Management,
Inc. and USA Waste - also went through difficult performance
stretches. Technology stocks - which accounted for approximately 24%
of the fund's investments at the end of the period - had trouble,
particularly in the latter months of the period. Finally, finance
stocks performed very well. The fund had some representation in this
group, but finance is not an area that typically attracts a fund such
as Growth Company that seeks above-average sales and earnings growth.
Q. WHY DID TECHNOLOGY STOCKS FALTER?
A. In the first half of the period, networking-related technology
stocks were big detractors. Several fund holdings - including Ascend
Communications and Cisco - suffered due to sluggish demand and
increased pricing pressure. But the time period that really hurt was
October and November, when volatility in Asia hit tech stocks hard.
The Asia-Pacific region - exclusive of Japan - accounts for roughly
12% of the world's personal computer consumption, and 25% of all PCs
are actually produced there. From a manufacturing standpoint, currency
devaluations in that region will result in lower costs. That's the
good news. The bad news is that consumption in Asia will decline, and
companies that sell locally there or export products to that region
will suffer the consequences.
Q. AT VARIOUS INTERVALS DURING THE PERIOD, INVESTORS FAVORED STOCKS OF
LARGER COMPANIES OVER SMALLER COMPANIES, AND VICE VERSA. HOW DID THESE
SHIFTS IN SENTIMENT AFFECT THE FUND?
A. For much of the first half of the period, an extremely narrow group
of large-capitalization stocks were the top performers. For a variety
of reasons, investors favored the more recognizable, high-quality
names regardless of the price of their stocks. That type of
environment favors the S&P 500 over a more diversified stock fund such
as Growth Company. In late summer, however, a few of these companies
announced earnings shortfalls and this helped to broaden the market.
The fund benefited from this shift, because it made for a more even
playing field for stocks of all sizes. In seeking growth, I don't
limit myself to one particular cap level. I'll consider opportunities
in the small-, medium- and large-cap arenas.
Q. YOU MENTIONED THE SLUGGISH PERFORMANCE OF WASTE-RELATED STOCKS
DURING THE PERIOD, YET USA WASTE SERVICES WAS THE FUND'S LARGEST
SINGLE POSITION AS OF NOVEMBER 30 . . .
A. Many of the problems within the waste group can be linked to a
negative surprise concerning one company. Waste Management, Inc. -
which the fund also owned during the period - was in the midst of
restructuring itself when its new chief executive officer left the
company. There were also concerns about aggressive accounting
practices with Waste Management. Unfortunately, these developments
affected the entire waste group for much of the period. USA Waste,
however, could continue to benefit from an industry that is displaying
more discipline concerning capital management. The company also has
been extremely active in terms of making logical acquisitions. While
I'd characterize the waste industry as being disappointing during the
period, USA Waste still had many appealing characteristics.
Q. WERE THERE ANY NOTEWORTHY ADDITIONS TO THE FUND'S TOP 10 HOLDINGS?
A. One interesting stock that joined the top 10 at the close of the
period was drug-maker Lilly. The draw to this company was mostly
product-related. At the end of the period, Lilly was close to
receiving regulatory approval for a new drug called Evista. The
ability of this drug to fight osteoporosis, and other potential
benefits - including reducing cholesterol and fighting breast cancer -
resulted in a fair amount of optimism among investors. The stock
performed reasonably well during the period.
Q. ALONG THE SAME LINES, THE FUND HELD MANY DRUG DISTRIBUTION AND DRUG
STORE STOCKS. WHAT WAS THE APPEAL THERE?
A. Increased consolidation activity - particularly some high-profile
mergers - helped many of these stocks post strong performances. Drug
distributor Cardinal Health was in the process of making a favorable
acquisition, while drug-store stocks CVS and Rite-Aid both benefited
from mergers. CVS - which has shown that it knows how to run drug
stores successfully - bought Revco, while Rite-Aid purchased Thrifty
Payless. Mergers such as these can be beneficial, particularly if an
acquisition can give a company more pricing power within its industry.
The fund had positions in Cardinal Health, CVS and Rite-Aid during the
period and each performed nicely.
Q. WHY DO YOU THINK THERE HAS BEEN SO MUCH MERGER AND ACQUISITION
ACTIVITY LATELY?
A. I think the real driver behind this increased activity is that in
an economy where it is difficult to raise prices - which is what we've
seen recently - companies are looking for ways to improve their
profitability. Sometimes, a well-planned merger not only increases a
company's size but also improves its access to key customers and
allows it to lower its overall cost structure.
Q. WHAT OTHER STOCKS PERFORMED WELL?
A. Four names that stood out were Bristol-Myers Squibb, Nextel
Communications, CompUSA and Dell Computer. Like most pharmaceutical
stocks, Bristol-Myers performed well due to an impressive array of new
products and strong prescription drug demand. Nextel - which offers
wireless communications services - and CompUSA - a retail computer
store chain - enjoyed solid growth, while Dell continued to gather
market share.
Q. WHAT'S YOUR OUTLOOK?
A. Much attention will be focused on the fallout from Asia's economic
crisis. No one knows when the situation will begin to improve - it
could be three months or three years. With this in mind, the future
for technology stocks - much of which is determined by Asian
consumption and production - is unpredictable. It's a wait-and-see
game that I'll be monitoring quite closely.
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.

STEVE WYMER ON INTERNATIONAL
MARKET VOLATILITY:
"The economic crisis that
enveloped the Asia-Pacific region
in October and November affected
many U.S. companies, especially
technology firms that sell locally
in Asia or export their products
to that area. Due to its growth
focus nature, the fund has
historically had considerable
exposure to growth-oriented
technology companies.
"At this point, it seems like the
environment for tech stocks is
worse than companies are
admitting. When severe economic
downturns occur, it usually takes a
while for companies to assess the
real impact, but my sense is that
Asia's problems have had a
harmful domino effect. There's
always a chance for rapid
improvement, but I don't see
anything near-term that indicates
a turnaround. Right now, nobody
wants to touch Asia with a 10-foot
pole.
"What does all this mean for the
fund? One positive aspect of
foreign market volatility is that it
often creates buying opportunities.
Stocks have become cheaper. I'm
going to keep a close eye on Asia
to see if any signs of stabilization
crop up. As with the Latin American
currency crisis in 1995, U.S. stocks
with exposure to beaten down
markets tend to rise quite quickly
when improvement is visible."
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 November
30, 1997, more than $10.5
billion
MANAGER: Steven Wymer,
since January 1997;
manager, Fidelity Dividend
Growth Fund, 1995-97;
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)
INVESTMENT CHANGES

TOP TEN STOCKS AS OF NOVEMBER 30, 1997
<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

USA WASTE SERVICES, INC. 2.5 0.9

MICROSOFT CORP. 2.1 1.5

GENERAL ELECTRIC CO. 2.0 2.0

FEDERAL NATIONAL MORTGAGE ASSOCIATION 1.9 1.7

IKON OFFICE SOLUTIONS, INC. 1.8 1.6

BRISTOL-MYERS SQUIBB CO. 1.7 1.4

COMPUSA, INC. 1.5 0.6

NEXTEL COMMUNICATIONS, INC. CLASS A 1.4 0.7

WAL-MART STORES, INC. 1.3 1.1

LILLY (ELI) & CO. 1.3 0.4

TOP FIVE MARKET SECTORS AS OF NOVEMBER 30, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 24.6 19.6

HEALTH 12.0 11.3

RETAIL & WHOLESALE 11.5 8.9

FINANCE 8.9 10.5

INDUSTRIAL MACHINERY & EQUIPMENT 6.8 5.4
</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF NOVEMBER 30, 1997 * AS OF MAY 31,1997 **
ROW: 1, COL: 1, VALUE: 5.1
ROW: 1, COL: 2, VALUE: 44.9
ROW: 1, COL: 3, VALUE: 50.0
STOCKS 94.5%
SHORT-TERM
INVESTMENTS 5.5%
FOREIGN
INVESTMENTS 5.5%
STOCKS 94.9%
SHORT-TERM
INVESTMENTS 5.1%
FOREIGN
INVESTMENTS 3.7%
ROW: 1, COL: 1, VALUE: 5.5
ROW: 1, COL: 2, VALUE: 44.5
ROW: 1, COL: 3, VALUE: 50.0
*
**
INVESTMENTS NOVEMBER 30, 1997

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 94.9%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.6%
Boeing Co. 883,920 $ 46,958
United Technologies Corp. 180,200 13,504
60,462
BASIC INDUSTRIES - 4.7%
CHEMICALS & PLASTICS - 2.8%
Air Products & Chemicals, Inc. 234,900 18,014
Airgas, Inc. (a) 44,000 616
ICI (Imperial Chemical Industries) PLC ADR Class L 400,000 23,775
Minerals Technologies, Inc. (c) 1,259,900 55,121
Monsanto Co. 430,500 18,807
Nalco Chemical Co. 1,422,300 55,203
Praxair, Inc. 200,000 8,788
Solutia, Inc. 166,100 3,789
Union Carbide Corp. 1,113,900 49,151
Witco Corp. 1,380,900 59,551
292,815
IRON & STEEL - 0.2%
Nucor Corp. 170,700 8,535
Steel Dynamics, Inc. 679,200 12,565
21,100
PACKAGING & CONTAINERS - 0.1%
Tupperware Corp. 478,800 11,431
PAPER & FOREST PRODUCTS - 1.6%
Fort James Corp. 1,829,925 71,596
Kimberly-Clark Corp. 278,000 14,473
Unisource Worldwide, Inc. (c) 5,348,450 83,904
169,973
TOTAL BASIC INDUSTRIES 495,319
CONSTRUCTION & REAL ESTATE - 0.5%
REAL ESTATE - 0.3%
Catellus Development Corp. (a) 1,982,500 36,676
REAL ESTATE INVESTMENT TRUSTS - 0.2%
Starwood Lodging Trust combined certificate (SBI) 309,800 16,613
TOTAL CONSTRUCTION & REAL ESTATE 53,289
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 1.8%
AUTOS, TIRES, & ACCESSORIES - 0.6%
AutoZone, Inc. (a) 1,625,000 $ 48,750
Circuit City Stores, Inc. - CarMax Group 686,100 8,190
Danaher Corp. 103,300 6,069
63,009
CONSUMER DURABLES - 0.8%
Minnesota Mining & Manufacturing Co. 450,000 43,847
Samsonite Corp. (a)(c) 1,252,200 45,392
89,239
HOME FURNISHINGS - 0.3%
Linens'n Things, Inc. 773,500 26,589
TEXTILES & APPAREL - 0.1%
NIKE, Inc. Class B 196,000 9,543
TOTAL DURABLES 188,380
ENERGY - 1.5%
ENERGY SERVICES - 0.4%
Dresser Industries, Inc. 209,000 7,811
McDermott International, Inc. 108,400 3,415
Schlumberger Ltd. 177,200 14,586
Western Atlas, Inc. (a) 177,900 12,375
38,187
OIL & GAS - 1.1%
Anadarko Petroleum Corp. 169,800 11,037
Enserch Exploration, Inc. (a) 1,625,000 13,610
Enron Oil & Gas Co. 725,000 13,820
Pioneer Natural Resources Co. 210,500 6,723
Royal Dutch Petroleum Co. 832,800 43,878
Total SA sponsored ADR 279,900 14,712
Union Pacific Resources Group, Inc. 81,500 2,027
Unocal Corp. 285,317 11,359
117,166
TOTAL ENERGY 155,353
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 8.9%
BANKS - 2.6%
BankAmerica Corp. 880,000 $ 64,240
Citicorp 565,000 67,765
Norwest Corp. 597,800 22,380
State Street Corp. 125,000 7,438
Synovus Financial Corp. 120,000 3,832
U.S. Bancorp 166,800 17,941
Wells Fargo & Co. 300,000 92,175
275,771
CREDIT & OTHER FINANCE - 1.4%
American Express Co. 1,657,516 130,737
Green Tree Financial Corp. 460,000 14,087
144,824
FEDERAL SPONSORED CREDIT - 2.7%
Federal Home Loan Mortgage Corporation 2,100,400 86,642
Federal National Mortgage Association 3,699,300 195,369
282,011
INSURANCE - 2.0%
Aetna, Inc. 640,000 48,240
Allmerica Financial Corp. 1,523,161 73,873
American International Group, Inc. 225,000 22,683
Marsh & McLennan Companies, Inc. 142,000 10,570
St. Paul Companies, Inc. (The) 545,000 43,600
Travelers Group, Inc. (The) 300,099 15,155
214,121
SAVINGS & LOANS - 0.1%
TCF Financial Corp. 100,000 5,913
SECURITIES INDUSTRY - 0.1%
Schwab (Charles) Corp. 420,750 16,225
TOTAL FINANCE 938,865
HEALTH - 12.0%
DRUGS & PHARMACEUTICALS - 7.2%
American Home Products Corp. 1,250,000 87,344
Amgen, Inc. 212,040 10,841
Bristol-Myers Squibb Co. 1,894,600 177,382
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Elan Corp. PLC ADR (a) 400,000 $ 21,100
Genentech, Inc. special (a) 125,000 7,297
Lilly (Eli) & Co. 2,150,000 135,584
Medimmune, Inc. (a) 725,000 27,731
Merck & Co., Inc. 797,400 75,404
Pfizer, Inc. 970,000 70,568
Scherer R.P. Corp. (a) 256,100 15,702
Schering-Plough Corp. 1,239,000 77,670
SmithKline Beecham PLC ADR 541,200 26,857
Warner-Lambert Co. 159,400 22,296
Watson Pharmaceuticals, Inc. (a) 200,000 5,950
761,726
MEDICAL EQUIPMENT & SUPPLIES - 2.4%
Allegiance Corp. 450,000 14,259
Arterial Vascular Engineering, Inc. (a) 505,000 27,964
Boston Scientific Corp. (a) 260,200 11,758
Cardinal Health, Inc. 759,200 57,509
Heartport, Inc. (a) 300,000 6,750
Johnson & Johnson 844,300 53,138
McKesson Corp. 191,400 21,413
Medtronic, Inc. 848,200 40,502
St. Jude Medical, Inc. (a) 222,600 6,595
Sonus Pharmaceuticals, Inc. (a) 200,900 7,735
Thermo Cardiosystems, Inc. (a) 100,000 1,937
249,560
MEDICAL FACILITIES MANAGEMENT - 2.4%
Columbia/HCA Healthcare Corp. 937,500 27,656
Concentra Managed Care, Inc. (a) 250,000 8,469
Coram Healthcare Corp. warrants 7/11/99 (a) 30,552 -
Covance, Inc. (a) 864,800 15,674
Coventry Corp. (a) 798,100 11,922
FPA Medical Management, Inc. (a) 850,000 21,941
HEALTHSOUTH Corp. (a) 2,220,200 58,280
Humana, Inc. (a) 550,000 12,203
Oxford Health Plans, Inc. (a) 567,800 13,556
United HealthCare Corp. 1,673,200 87,111
256,812
TOTAL HEALTH 1,268,098
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 6.8%
ELECTRICAL EQUIPMENT - 2.6%
Adtran, Inc. (a) 300,000 $ 10,763
Alcatel Alsthom Compagnie Generale d'Electricite SA 200,000 25,055
General Electric Co. 2,900,000 213,875
Nextlevel Systems, Inc. (a) 400,000 5,300
Westinghouse Electric Corp. 750,000 22,500
277,493
INDUSTRIAL MACHINERY & EQUIPMENT - 1.1%
Stewart & Stevenson Services, Inc. 704,200 15,316
Tyco International Ltd. 1,687,458 66,233
United States Filter Corp. (a) 1,025,000 32,159
UNOVA, Inc. 177,900 3,002
116,710
POLLUTION CONTROL - 3.1%
American Disposal Services, Inc. (a) 490,000 17,456
Superior Services, Inc. (a) 720,000 17,010
USA Waste Services, Inc. (a) 7,799,125 257,859
Waste Management, Inc. 1,206,300 29,705
322,030
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 716,233
MEDIA & LEISURE - 5.8%
BROADCASTING - 0.6%
Chancellor Media Corp. (a) 175,000 10,511
Clear Channel Communications, Inc. (a) 121,100 8,205
HSN, Inc. (a) 369,000 16,467
Time Warner, Inc. 500,867 29,175
64,358
ENTERTAINMENT - 0.7%
Disney (Walt) Co. 245,500 23,307
MGM Grand, Inc. (a) 184,800 7,230
Regal Cinemas, Inc. (a) 462,500 11,794
Viacom, Inc. Class B (non-vtg.) (a) 717,330 25,107
67,438
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LEISURE DURABLES & TOYS - 0.1%
Callaway Golf Co. 25,000 $ 797
Nintendo Co. Ltd. Ord. 90,900 9,387
10,184
LODGING & GAMING - 1.5%
HFS, Inc. (a) 1,577,700 108,270
Harrah's Entertainment, Inc. (a) 200,000 4,012
ITT Corp. (a) 175,100 13,286
Mirage Resorts, Inc. (a) 1,504,000 35,720
161,288
PUBLISHING - 0.8%
ACNielsen Corp. (a) 158,900 3,565
Applied Graphics Technologies, Inc. (a) 62,900 2,925
Cognizant Corp. 755,000 32,371
US WEST Media Group (a) 1,698,200 45,108
83,969
RESTAURANTS - 2.1%
Apple South, Inc. 750,000 13,781
Brinker International, Inc. (a) 1,400,000 20,650
CKE Restaurants, Inc. 2,024,100 76,030
Cheesecake Factory, Inc. (a) 300,000 9,225
Darden Restaurants, Inc. 680,000 8,075
Landry's Seafood Restaurants, Inc. (a) 592,200 16,656
Papa John's International, Inc. (a) 625,000 20,781
Starbucks Corp. (a) 727,300 25,365
Tricon Global Restaurants, Inc. (a) 930,910 31,476
222,039
TOTAL MEDIA & LEISURE 609,276
NONDURABLES - 6.5%
BEVERAGES - 2.0%
Boston Beer, Inc. (a) 235,000 2,233
Coca-Cola Co. (The) 1,395,400 87,212
PepsiCo, Inc. 3,338,500 123,107
212,552
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
FOODS - 1.5%
Archer-Daniels-Midland Co. 2,217,500 $ 47,399
Dole Food, Inc. 200,000 9,875
Earthgrains Co. 485,000 20,976
Nabisco Holdings Corp. Class A 860,500 40,121
Sara Lee Corp. 650,000 34,369
152,740
HOUSEHOLD PRODUCTS - 2.1%
Avon Products, Inc. 381,900 22,079
Clorox Co. 551,000 42,771
Dial Corp. 190,500 3,691
Gillette Co. 502,298 46,369
Premark International, Inc. 249,600 6,521
Procter & Gamble Co. 1,377,800 105,143
226,574
TOBACCO - 0.9%
Philip Morris Companies, Inc. 2,158,400 93,890
TOTAL NONDURABLES 685,756
PRECIOUS METALS - 0.3%
Barrick Gold Corp. 846,800 13,915
Newmont Mining Corp. 459,700 13,820
27,735
RETAIL & WHOLESALE - 11.5%
APPAREL STORES - 1.0%
Gap, Inc. 977,800 52,496
Limited, Inc. (The) 500,000 12,031
TJX Companies, Inc. 1,091,828 37,668
102,195
DRUG STORES - 1.1%
CVS Corp. 1,174,395 77,950
Rite Aid Corp. 600,000 39,450
117,400
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - 1.8%
Consolidated Stores Corp. (a) 318,750 $ 15,499
Costco Companies, Inc. (a) 405,400 17,964
Family Dollar Stores, Inc. 387,100 10,718
Wal-Mart Stores, Inc. 3,525,600 140,804
184,985
GROCERY STORES - 1.0%
Albertson's, Inc. 500,000 22,188
American Stores Co. 810,700 16,062
JP Foodservice, Inc. (a)(c) 1,150,000 33,853
Rykoff-Sexton, Inc. 268,400 6,022
Safeway, Inc. (a) 257,600 15,649
Whole Foods Market, Inc. (a) 370,000 16,974
110,748
RETAIL & WHOLESALE, MISCELLANEOUS - 6.6%
Barnes & Noble, Inc. (a) 614,000 18,996
Bed Bath & Beyond, Inc. (a) 729,800 24,357
Circuit City Stores, Inc. - Circuit City Group 584,300 19,172
Corporate Express, Inc. (a) 2,826,225 44,160
Henry Schein, Inc. (a) 596,375 21,022
Home Depot, Inc. 397,050 22,210
IKON Office Solutions, Inc. 6,169,300 187,778
Lowe's Companies, Inc. 675,100 31,012
Micro Warehouse, Inc. (a)(c) 2,856,500 41,419
Officemax, Inc. (a) 3,247,700 45,671
Staples, Inc. (a) 2,449,675 69,050
Tandy Corp. 2,489,900 107,066
Toys "R" Us, Inc. (a) 611,898 20,881
Viking Office Products, Inc. (a) 1,783,500 41,356
694,150
TOTAL RETAIL & WHOLESALE 1,209,478
SERVICES - 3.5%
ADVERTISING - 0.1%
Omnicom Group, Inc. 226,200 16,767
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - CONTINUED
LEASING & RENTAL - 1.3%
Danka Business Systems PLC sponsored ADR 1,754,900 $ 64,493
Hertz Corp. Class A 806,300 31,798
Hollywood Entertainment Corp. (a)(c) 2,053,200 17,709
Republic Industries, Inc. (a) 740,000 19,286
133,286
PRINTING - 0.4%
Donnelley (R.R.) & Sons Co. 1,163,400 41,010
SERVICES - 1.7%
AccuStaff, Inc. (a) 302,900 8,954
Corrections Corp. of America (a) 1,850,000 64,056
Medpartners, Inc. (a) 3,350,000 82,913
Premier Technologies, Inc. (a) 425,000 10,147
Service Corp. International 462,100 16,896
182,966
TOTAL SERVICES 374,029
TECHNOLOGY - 24.6%
COMMUNICATIONS EQUIPMENT - 3.7%
ADC Telecommunications, Inc. (a) 479,300 17,824
Advanced Fibre Communication, Inc. (a) 1,281,900 33,169
Andrew Corp. 475,000 12,588
Aspect Telecommunications Corp. (a) 529,800 11,887
Boston Technology, Inc. (a) 1,370,000 29,455
Ciena Corp. 700,000 37,800
Cisco Systems, Inc. (a) 805,800 69,500
Dialogic Corp. (a) 717,900 30,107
Ericsson (L.M.) Telephone Co. Class B ADR 725,000 29,317
Inter-Tel, Inc. 367,300 7,713
Lucent Technologies, Inc. 597,200 47,851
Natural Microsystems (a) 185,000 8,787
Newbridge Networks Corp. (a) 700,000 29,488
Pairgain Technologies, Inc. (a) 494,100 11,673
Tellabs, Inc. (a) 344,400 17,909
395,068
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - 9.4%
Autodesk, Inc. 229,600 $ 8,825
Automatic Data Processing, Inc. 450,400 25,335
CBT Group PLC sponsored ADR (a) 127,700 9,019
CUC International, Inc. (a) 1,872,875 53,845
Cadence Design Systems, Inc. (a) 1,045,650 26,403
Ceridian Corp. (a) 385,000 16,892
Cerner Corp. (a) 164,300 3,953
Check Point Software Technologies Ltd. (a) 200,000 9,025
CompUSA, Inc. (a) 4,327,300 158,217
DST Systems, Inc. (a) 894,300 33,145
E Trade Group, Inc. (a) 518,000 12,982
Electronic Data Systems Corp. 2,773,200 105,382
Electronics for Imaging, Inc. (a) 547,200 26,402
Equifax, Inc. 503,200 17,172
First Data Corp. 290,162 8,215
Fiserv, Inc. (a) 225,000 10,913
HBO & Co. 459,000 20,598
i2 Technologies, Inc. (a) 75,000 3,412
Microsoft Corp. (a) 1,550,000 219,325
Netscape Communications Corp. (a) 434,700 12,389
Oracle Corp. (a) 1,215,000 40,475
Parametric Technology Corp. (a) 144,300 7,296
Paychex, Inc. 265,500 10,886
PeopleSoft, Inc. (a) 650,000 42,534
Remedy Corp. (a) 430,400 18,776
SportsLine USA, Inc. 109,900 865
Structural Dynamics Research Corp. 1,003 17
Symantec Corp. (a) 785,400 19,635
Synopsys, Inc. (a) 1,300,000 53,462
Wind River Systems, Inc. (a) 75,000 2,911
Yahoo, Inc. (a) 150,000 7,669
985,975
COMPUTERS & OFFICE EQUIPMENT - 6.0%
Adaptec, Inc. (a) 549,000 27,176
CDW Computer Centers, Inc. (a) 293,600 17,322
CHS Electronics, Inc. (a) 481,000 9,079
Compaq Computer Corp. 1,650,000 103,022
Creative Technology Ltd. (a) 592,900 15,786
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Dell Computer Corp. (a) 749,400 $ 63,090
Digital Lightwave, Inc. 64,900 1,330
EMC Corp. (a) 1,140,000 34,556
FileNet Corp. (a) 380,500 10,440
Hewlett-Packard Co. 1,475,000 90,067
Ingram Micro, Inc. Class A (a) 125,000 3,789
Iomega Corp. (a) 1,955,700 64,294
Micron Electronics, Inc. (a) 2,450,000 27,256
Pitney Bowes, Inc. 300,000 25,219
Sandisk Corp. (a)(c) 1,873,900 45,911
Splash Technology Holdings, Inc. (a)(c) 700,000 22,750
Symbol Technologies, Inc. 590,000 23,047
Xerox Corp. 651,700 50,629
634,763
ELECTRONIC INSTRUMENTS - 0.8%
Applied Materials, Inc. (a) 117,600 3,881
KLA-Tencor Corp. (a) 97,900 3,794
Perkin-Elmer Corp. 95,500 6,643
Sawtek, Inc. (a) 246,600 7,182
Teradyne, Inc. (a) 171,400 5,624
Thermo Electron Corp. (a) 1,433,000 52,752
79,876
ELECTRONICS - 4.2%
Altera Corp. (a) 175,000 8,192
Etec Systems, Inc. (a) 693,800 31,742
General Semiconductor, Inc. (a) 612,500 6,661
Intel Corp. 1,429,000 110,926
Linear Technology Corp. 483,500 31,125
Maxim Integrated Products, Inc. (a) 282,600 19,535
Micron Technology, Inc. (a) 419,500 10,435
Motorola, Inc. 2,040,700 128,309
Sterling Commerce, Inc. (a) 400,000 13,900
Texas Instruments, Inc. 869,200 42,808
Uniphase Corp. (a) 217,600 8,731
VLSI Technology, Inc. (a) 908,750 20,447
Xilinx, Inc. (a) 200,000 6,913
439,724
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
PHOTOGRAPHIC EQUIPMENT - 0.5%
Imation Corp. (a)(c) 2,785,220 $ 48,567
TOTAL TECHNOLOGY 2,583,973
TRANSPORTATION - 0.7%
AIR TRANSPORTATION - 0.7%
Comair Holdings, Inc. 487,500 10,786
Deutsche Lufthansa AG (Reg.) (d) 1,053,000 20,022
Ryanair Holdings PLC sponsored ADR 389,800 10,427
Southwest Airlines Co. 412,500 10,080
Viad Corp. 1,279,400 24,389
75,704
UTILITIES - 5.2%
CELLULAR - 1.9%
AirTouch Communications, Inc. (a) 661,065 25,947
Bell Canada International, Inc. 100,000 1,450
Iridium World Communications Ltd. Class A 409,400 16,683
Microcell Telecommunications, Inc. Class B (non-vtg.) (a) 156,000
975
Nextel Communications, Inc. Class A (a) 6,017,300 151,937
Teligent, Inc. Class A 191,700 4,912
201,904
ELECTRIC UTILITY - 0.3%
AES Corp. (a) 5,100 187
Calenergy, Inc. (a) 975,000 32,418
32,605
GAS - 0.6%
Enron Corp. 1,561,237 60,498
TELEPHONE SERVICES - 2.4%
AT&T Corp. 1,048,600 58,591
Cincinnati Bell, Inc. 1,094,200 32,279
MCI Communications Corp. 1,758,900 77,282
Metromedia Fiber Network, Inc. Class A 270,500 4,565
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
NEXTLINK Communications, Inc. Class A 385,800 $ 7,812
WorldCom, Inc. (a) 2,210,190 70,726
251,255
TOTAL UTILITIES 546,262
TOTAL COMMON STOCKS
(Cost $7,625,315) 9,988,212
CASH EQUIVALENTS - 5.1%
Taxable Central Cash Fund (b)
(Cost $533,364) 533,364,260 533,364
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $8,158,679) $ 10,521,576
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.69%. 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 7 of Notes to Financial Statements).
4. 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 $20,022,000 or
0.2% of net assets.
INCOME TAX INFORMATION
At November 30, 1997, the aggregate cost of investment securities for
income tax purposes was $8,185,158,000. Net unrealized appreciation
aggregated $2,336,418,000, of which $2,770,767,000, related to
appreciated investment securities and 434,349,000 related to
depreciated investment securities.
The fund hereby designates approximately $205,254,000 as a capital
gain dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) NOVEMBER 30, 1997

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $8,158,679) - $ 10,521,576
SEE ACCOMPANYING SCHEDULE

CASH 743

RECEIVABLE FOR INVESTMENTS SOLD 41,483

RECEIVABLE FOR FUND SHARES SOLD 9,399

DIVIDENDS RECEIVABLE 6,730

INTEREST RECEIVABLE 2,539

OTHER RECEIVABLES 766

TOTAL ASSETS 10,583,236

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 40,671

PAYABLE FOR FUND SHARES REDEEMED 12,470

ACCRUED MANAGEMENT FEE 3,957

OTHER PAYABLES AND ACCRUED EXPENSES 1,914

TOTAL LIABILITIES 59,012

NET ASSETS $ 10,524,224

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 6,896,524

UNDISTRIBUTED NET INVESTMENT INCOME 54,423

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) 1,210,383
ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 2,362,894
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 219,966 SHARES OUTSTANDING $ 10,524,224

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $47.84
PER SHARE ($10,524,224 (DIVIDED BY) 219,966 SHARES)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1997

INVESTMENT INCOME $ 91,581
DIVIDENDS (INCLUDING $4,294 RECEIVED FROM AFFILIATED ISSUERS)

INTEREST 31,815

TOTAL INCOME 123,396

EXPENSES

MANAGEMENT FEE $ 60,841
BASIC FEE

PERFORMANCE ADJUSTMENT (12,580)

TRANSFER AGENT FEES 22,115

ACCOUNTING FEES AND EXPENSES 826

NON-INTERESTED TRUSTEES' COMPENSATION 63

CUSTODIAN FEES AND EXPENSES 267

REGISTRATION FEES 129

AUDIT 98

LEGAL 63

INTEREST 2

MISCELLANEOUS 51

TOTAL EXPENSES BEFORE REDUCTIONS 71,875

EXPENSE REDUCTIONS (2,917) 68,958

NET INVESTMENT INCOME 54,438

REALIZED AND UNREALIZED GAIN (LOSS) 1,232,626
NET REALIZED GAIN (LOSS) ON INVESTMENT SECURITIES (INCLUDING
REALIZED LOSS OF $12,334 ON SALES OF INVESTMENTS IN
AFFILIATED ISSUERS)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 107,524

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES (2) 107,522

NET GAIN (LOSS) 1,340,148

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 1,394,586
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 54,438 $ 76,283
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 1,232,626 401,080

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 107,522 993,674

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 1,394,586 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 3,489,762 5,216,094
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 379,989 315,350

COST OF SHARES REDEEMED (3,964,019) (3,263,751)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (94,268) 2,267,693
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 917,560 3,420,699

NET ASSETS

BEGINNING OF PERIOD 9,606,664 6,185,965

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 10,524,224 $ 9,606,664
INCOME OF $54,423 AND $76,173, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 79,391 134,851

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 9,441 8,884

REDEEMED (89,516) (84,075)

NET INCREASE (DECREASE) (684) 59,660

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED NOVEMBER 30,

1997 1996 1995 1994 1993

SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING $ 43.54 $ 38.42 $ 28.25 $ 30.91 $ 28.13
OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME .24 C .34 .20 .12 .07

NET REALIZED AND UNREALIZED 5.80 6.72 11.00 .28 3.99
GAIN (LOSS)

TOTAL FROM INVESTMENT OPERATIONS 6.04 7.06 11.20 .40 4.06

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.28) (.14) F (.22) (.07) (.07)

FROM NET REALIZED GAIN (1.46) (1.80) F (.81) (2.99) (1.21)

TOTAL DISTRIBUTIONS (1.74) (1.94) (1.03) (3.06) (1.28)

NET ASSET VALUE, END OF PERIOD $ 47.84 $ 43.54 $ 38.42 $ 28.25 $ 30.91

TOTAL RETURN A, B 14.63% 19.55% 41.22% 1.23% 15.04%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 10,524 $ 9,607 $ 6,186 $ 2,979 $ 2,423
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .71% .88% .96% 1.06% 1.08%
NET ASSETS

RATIO OF EXPENSES TO AVERAGE NET .68% .85% .95% 1.05% 1.07%
ASSETS AFTER EXPENSE REDUCTIONS D D D D D

RATIO OF NET INVESTMENT INCOME TO .54% .96% .76% .64% .43%
AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 93% 78% 97% 135% 159%

AVERAGE COMMISSION RATE E $ .0444 $ .0414

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
B TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE (SEE
NOTE 4 OF NOTES TO FINANCIAL STATEMENTS).
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D 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 6 OF NOTES TO FINANCIAL STATEMENTS).
E 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.
F THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK
TO TAX DIFFERENCES.
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1997

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Growth Company Fund (the fund) is a fund of Fidelity Mt.
Vernon Street Trust (the trust) and is authorized to issue an
unlimited number of shares. The trust is registered under the
Investment Company Act of 1940, as amended (the 1940 Act), as an
open-end management investment company organized as a Massachusetts
business trust. The 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 foreign
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
dividend income, if any, are recorded at the fair market value of the
securities received.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
Interest income is accrued as earned. Investment income is recorded
net of foreign taxes withheld where recovery of such taxes is
uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
between the funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for 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.
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 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
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
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, Inc., 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).
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $8,877,323,000 and $8,995,277,000, 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 .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
(plus/minus).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 annual rate of .47% of average net
assets after the performance adjustment.
SALES LOAD. For the period December 1, 1996, through December 31,
1996, Fidelity Distributors Corporation, an affiliate of FMR and the
general distributor of the
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD - CONTINUED
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 annual rate of .22% 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 $2,261,000 for the
period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements
with certain banks. Under the most restrictive arrangement, the fund
must pledge to the bank securities having a market value in excess of
220% of the total bank borrowings. The interest rate on the borrowings
is the bank's base rate, as revised from time to time. The maximum
loan and the average daily loan balance during the period for which
the loan was outstanding amounted to $11,008,000. The weighted average
interest rate was 5.88%.
6. 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 $2,193,000 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 $14,000 and $710,000, respectively, under these
arrangements.
7. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Hollywood Entertainment Corp. $ 5,182 $ 1,118 $ - $ 17,709
Imation Corp. 28,126 9,189 - 48,567
JP Foodservice, Inc. 166 - - 33,853
Micro Warehouse, Inc. 34,426 7,452 - 41,419
Minerals Technologies, Inc. 6,101 1,049 64 55,121
Samsonite Corp. 26,000 17,732 - 45,392
Sandisk Corp. 11,017 1,009 - 45,911
Splash Technology Holdings, Inc. 971 736 - 22,750
Unisource Worldwide, Inc. 54,801 19,425 4,230 83,904
TOTALS $ 166,790 $ 57,710 $ 4,294 $ 394,626
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Mt. Vernon Street Trust and the
Shareholders of Fidelity Growth Company Fund:
We have audited the accompanying statement of assets and liabilities
of Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund,
including the schedule of portfolio investments, as of November 30,
1997, and the related statement of operations for the year then ended,
the statement of changes in net assets for each of the two years in
the period then ended and the financial highlights for each of the
five years in the period then ended. These financial statements and
financial highlights are the responsibility of the fund's management.
Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of November 30, 1997 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Mt. Vernon Street Trust: Fidelity
Growth Company Fund as of November 30, 1997, the results of its
operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended, in
conformity with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 8, 1998
DISTRIBUTIONS

The Board of Trustees of Fidelity Growth Company Fund voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:
PAY DATE RECORD DATE DIVIDENDS CAPITAL GAINS
12/29/97 12/26/97 $.22 $4.28
1/5/98 1/2/98 - $.43
A total of 8.67% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.
A total of 39% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1998 of the applicable
percentages for use in preparing 1997 income tax returns.
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)TOUCHTONE XPRESS
1-800-544-5555
PRESS
For mutual fund and brokerage trading.

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

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)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)
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.
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(LETTER_GRAPHIC)MAKING CHANGES
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(such as changing name, address, bank, etc.)
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Attn: Redemptions - CP6I
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ACCOUNTS
BUYING SHARES
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SELLING SHARES
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P.O. Box 660602
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OVERNIGHT EXPRESS
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Irving, TX 75309-5517
GENERAL CORRESPONDENCE
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P.O. Box 500
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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
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Steven Wymer, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
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
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FIDELITY

(REGISTERED TRADEMARK)

NEW MILLENNIUM(registered trademark)
FUND
ANNUAL REPORT
NOVEMBER 30, 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.

REPORT OF INDEPENDENT 32 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 33

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>
PERIODS ENDED NOVEMBER 30, 1997 PAST 1 LIFE OF
YEAR FUND

FIDELITY NEW MILLENNIUM 21.01% 187.56%

FIDELITY NEW MILLENNIUM (INCL. 3% SALES CHARGE) 17.38% 178.93%

S&P 500(REGISTERED TRADEMARK) 28.51% 145.48%

CAPITAL APPRECIATION FUNDS AVERAGE 18.03% N/A

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year or since the fund
started on December 28, 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 one year average represents a peer group of
213 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 NOVEMBER 30, 1997 PAST 1 LIFE OF
YEAR FUND

FIDELITY NEW MILLENNIUM 21.01% 23.91%

FIDELITY NEW MILLENNIUM (INCL. 3% SALES CHARGE) 17.38% 23.15%

S&P 500 28.51% 20.00%

CAPITAL APPRECIATION FUNDS AVERAGE 18.03% N/A
</TABLE>

MARKET RECAP
The 12 months that ended
November 30, 1997, was a period
that truly tested the U.S. stock
market's resolve. But despite
frequent shifts in sentiment, an
interest-rate hike and global
volatility concerns, U.S. stocks still
managed to perform well. The
Standard & Poor's 500 Index - a
broad gauge of the U.S. stock
market - returned 28.51% during
the period, well above the market's
long-term annual average of
around 11%. In the first half of the
period, large-cap stocks were
responsible for much of the
market's gain, as investors were
drawn to stocks with recognizable
names and consistent
earnings-growth track records.
Consequently, stock prices soared
and enthusiasm was high. The
Federal Reserve Board - in an
attempt to halt inflation before it
appeared - raised a key
short-term interest rate by 0.25% in
March. The market paused briefly,
but then kept rolling as the Dow
Jones Industrial Average reached
the 8,000-point mark for the first
time ever in August. With several
multinational companies
announcing earnings shortfalls in
mid-August, small-cap stocks came
into favor among investors.
During August and September, the
Russell 2000 Index - which
measures small-cap stock
performance - was up 9.78%
while the S&P was down 0.43%.
Volatility in Asian markets in late
October sent skittish investors
running for cover. The Dow slid
554 points in one day, then
snapped back the next, reclaiming
330-plus points. Sensing continued
fallout from this volatility, investors
again became quality-conscious
and large-caps regained their
perch through November.
An interview with Neal Miller, Portfolio Manager of Fidelity New
Millennium Fund
Q. HOW DID THE FUND PERFORM, NEAL?
A. For the 12 months that ended November 30, 1997, the fund returned
21.01%. The capital appreciation funds average returned 18.03% during
this time, according to Lipper Analytical Services. The Standard &
Poor's 500 Index returned 28.51%.
Q. WHAT FACTORS INFLUENCED THE FUND'S PERFORMANCE?
A. One major disappointment was the performance of small-company
stocks relative to stocks of larger companies. At the beginning of the
period, investors were still favoring a narrow group of very large,
well-known companies. In the summer months, however, small-cap stocks
gained momentum. In August and September, the Russell 2000 Index -
which measures the performance of small-cap stocks - outgained the S&P
500, which measures the performance of larger stocks. Turmoil in Asian
markets during the last two months of the period, though, brought
small stocks back to earth. In times of volatility, wary investors
tend to gravitate toward higher-quality, conservatively priced blue
chip stocks. And when investors bought these kinds of stocks, they
tended to sell technology issues, where the fund had significant
exposure.
Q. DOES THAT EXPLAIN WHY THE FUND'S TECHNOLOGY EXPOSURE WAS REDUCED
FROM AROUND 44% A YEAR AGO TO APPROXIMATELY 25%?
A. I had begun reducing the fund's technology positions prior to the
turmoil in Asia - which has been a significant technology consumption
and production source - mostly because I perceived overall market
demand to be weakening. Along with low demand, other disturbing trends
included software delays, the slower adaptation of video technology
into the marketplace and falling personal computer prices that cut
into profits. While technology is always an important sector for the
fund, the fund's weighting will typically depend on specific product
initiatives as well as the relative prospects and prices within the
industry.
Q. ASM LITHOGRAPHY WAS THE FUND'S LARGEST SINGLE POSITION AT THE END
OF THE PERIOD. WHY WAS THIS STOCK ATTRACTIVE?
A. This stock was one of the best performing positions during the
period. On a recent trip to Asia, I met with several people involved
in the semiconductor business. All said that lithography - the process
of producing patterns on semiconductor wafers for use as integrated
circuits - would be the most important aspect of technology going
forward. ASM Lithography - which is based in the Netherlands - has
pioneered a process using ultraviolet light sources that could be very
much in demand. The company also has a very favorable competitive
position with this particular technology.
Q. CAN YOU HIGHLIGHT SOME OF THE STOCKS THAT DID WELL? WHAT ABOUT
DISAPPOINTMENTS?
A. Three that immediately come to mind as being positive contributors
included Keane, US Airways and Herman Miller, which specializes in
office furnishings. Keane - which provides information technology
services - had its earnings driven by three factors: consulting on the
"year 2000" problem, existing customers outsourcing additional work to
Keane and the capture of new customers. US Airways - which used to be
US Air - performed well as new management came in and made some
quality decisions about how to allocate its capital. One such smart
move was purchasing the remainder of its related shuttle service on
the East Coast, in which the company previously had only a minority
interest. Lastly, Herman Miller benefited from strong demand for
workplace systems and furniture. As far as laggards go, Micron
Technology and KLA-Tencor were two technology-related holdings that
suffered from the Asian crisis.
Q. WHAT'S YOUR OUTLOOK?
A. After all that's happened in the past few months, I'm still
optimistic on the near-term future for stocks. I'd temper that by
adding that we are entering a political period in the U.S. where the
president can make some difficult but prudent economic decisions since
he won't be running for re-election. In terms of fiscal and monetary
policy - along with the Asian backdrop, where cheap exports should
have a deflationary effect - the risk that interest rates will rise
going forward appears to be minimal, because inflation seems to be
under control. The technology sector needs to get its house in order,
and if tech companies can focus on new product innovation, I'm
confident that I'll be able to find some opportunities.
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.

TOP TEN STOCKS AS OF NOVEMBER 30, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

ASM LITHOGRAPHY HOLDING NV 3.4 2.2

GLOBAL MARINE, INC. 3.1 3.1

KEANE, INC. 2.9 2.3

SMITH INTERNATIONAL, INC. 2.9 2.3

WOLVERINE WORLD WIDE, INC. 2.2 2.7

VIASOFT, INC. 2.1 3.0

KLA-TENCOR CORP. 1.9 2.1

COFLEXIP SPONSORED ADR 1.6 0.4

COMPUWARE CORP. 1.5 1.0

MILLER (HERMAN), INC. 1.5 1.2

TOP FIVE MARKET SECTORS AS OF NOVEMBER 30, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 25.1 38.3

ENERGY 12.2 9.9

FINANCE 10.5 5.1

CONSTRUCTION & REAL ESTATE 7.8 2.2

DURABLES 5.6 5.9

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF NOVEMBER 30, 1997 * AS OF MAY 31, 1997 **
ROW: 1, COL: 1, VALUE: 92.40000000000001
ROW: 1, COL: 2, VALUE: 7.6
STOCKS 96.3%
SHORT-TERM
INVESTMENTS 3.7%
FOREIGN
INVESTMENTS 7.3%
STOCKS 92.4%
SHORT-TERM
INVESTMENTS 7.6%
FOREIGN
INVESTMENTS 7.0%
ROW: 1, COL: 1, VALUE: 96.3
ROW: 1, COL: 2, VALUE: 3.7
*
**
INVESTMENTS NOVEMBER 30, 1997

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 91.9%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.8%
SHIP BUILDING & REPAIR - 0.8%
Halter Marine Group, Inc. (a) 412,597 $ 11,501
BASIC INDUSTRIES - 3.1%
CHEMICALS & PLASTICS - 0.3%
MacDermid, Inc. 9,300 665
Millennium Chemicals, Inc. 184,800 4,250
Valspar Corp. 1,500 46
4,961
IRON & STEEL - 1.0%
Armco, Inc. (a) 161,600 859
SPS Technologies, Inc. (a) 329,400 14,411
Steel of West Virginia, Inc. (a) 17,300 170
15,440
METALS & MINING - 1.0%
Martin Marietta Materials, Inc. 418,800 14,501
Uranium Resources, Inc. (a) 90,400 429
14,930
PACKAGING & CONTAINERS - 0.0%
Corning, Inc. 2,700 114
PAPER & FOREST PRODUCTS - 0.8%
Champion International Corp. 152,200 8,152
Chesapeake Corp. 22,800 781
Fort James Corp. 48,000 1,878
Longview Fibre Co. 102,300 1,650
12,461
TOTAL BASIC INDUSTRIES 47,906
CONSTRUCTION & REAL ESTATE - 7.8%
BUILDING MATERIALS - 6.0%
CalMat Co. 222,200 5,819
Centex Construction Products, Inc. 102,400 3,136
Coflexip sponsored ADR 494,900 24,621
Florida Rock Industries, Inc. 25,100 653
Giant Cement Holding, Inc. (a) 136,700 3,383
Lafarge Corp. 188,600 5,634
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
BUILDING MATERIALS - CONTINUED
Lone Star Industries, Inc. 202,100 $ 10,534
Medusa Corp. 164,900 6,689
Southdown, Inc. 328,200 18,933
Vulcan Materials Co. 110,600 11,247
90,649
CONSTRUCTION - 1.1%
Bouygues Offshore SA sponsored ADR 20,000 450
Butler Manufacturing Co. 322,150 10,913
McDermott (J. Ray) SA (a) 42,500 1,570
NCI Building Systems, Inc. (a) 49,000 1,880
Walter Industries, Inc. (a) 61,600 1,224
16,037
ENGINEERING - 0.3%
MYR Group, Inc. 2,300 51
Stone & Webster, Inc. 106,900 5,011
5,062
REAL ESTATE INVESTMENT TRUSTS - 0.4%
First Industrial Realty Trust, Inc. 185,500 6,551
TOTAL CONSTRUCTION & REAL ESTATE 118,299
DURABLES - 5.6%
AUTOS, TIRES, & ACCESSORIES - 0.7%
Cummins Engine Co., Inc. 42,500 2,736
Navistar International Corp. (a) 226,700 4,987
Tyler Corp. (a) 170,300 873
Wabash National Corp. 66,900 1,894
10,490
CONSUMER DURABLES - 0.1%
Oneida Ltd. 38,000 1,427
HOME FURNISHINGS - 1.9%
Guitar Center, Inc. 27,700 602
Industrie Natuzzi Spa ADR 92,600 1,991
Knoll, Inc. 46,700 1,407
La-Z Boy Chair Co. 15,000 645
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
HOME FURNISHINGS - CONTINUED
Miller (Herman), Inc. 443,300 $ 22,497
O'Sullivan Industries Holdings, Inc. (a) 119,200 1,520
28,662
TEXTILES & APPAREL - 2.9%
Donna Karan International, Inc. (a) 292,600 3,456
Liz Claiborne, Inc. 105,900 5,321
Oshkosh B'Gosh, Inc. Class A 51,600 1,677
Oxford Industries, Inc. 13,900 488
Timberland Co. Class A (a) 10,800 841
Wolverine World Wide, Inc. 1,457,300 33,247
45,030
TOTAL DURABLES 85,609
ENERGY - 12.2%
COAL - 0.0%
Zeigler Coal Holding Co. 8,700 138
ENERGY SERVICES - 11.6%
Atwood Oceanics, Inc. (a) 164,200 8,097
CAL Dive International, Inc. 82,700 2,440
Daniel Industries, Inc. 339,300 6,298
Diamond Offshore Drilling, Inc. 64,452 3,215
Dresser Industries, Inc. 30,900 1,155
ENSCO International, Inc. 445,000 15,909
Global Marine, Inc. (a) 1,773,400 46,660
Grey Wolf, Inc. (a) 325,100 2,012
Marine Drilling Companies, Inc. (a) 822,500 18,712
Nabors Industries, Inc. (a) 312,000 10,940
Noble Drilling Corp. (a) 106,000 3,187
Parker Drilling Co. (a) 195,200 2,574
Patterson Energy, Inc. (a) 23,000 845
Santa Fe International Corp. 70,000 2,936
Smith International, Inc. (a) 688,900 44,090
TMBR/Sharp Drilling, Inc. (a) 3,700 80
UTI Energy Corp. (a) 16,500 462
Varco International, Inc. (a) 48,200 2,467
Western Atlas, Inc. (a) 75,300 5,238
177,317
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - 0.6%
Cooper Cameron Corp. (a) 18,900 $ 1,152
National-Oilwell, Inc. (a) 159,400 5,051
Sun Co., Inc. 68,600 2,774
8,977
TOTAL ENERGY 186,432
FINANCE - 10.5%
BANKS - 3.8%
Cape Cod Bank & Trust Co. 6,500 253
Crestar Financial Corp. 35,500 1,824
Cullen Frost Bankers, Inc. 63,300 3,363
First Tennessee National Corp. 102,700 6,104
GBC Bancorp California 24,900 1,360
Imperial Bancorp (a) 73,600 3,436
Independent Bank Corp. 12,600 208
Marshall & Ilsley Corp. 137,400 7,299
Northern Trust Corp. 79,100 4,924
Pacific Century Financial Corp. 51,100 2,606
Riggs National Corp. 399,700 9,718
Silicon Valley Bancshares (a) 59,600 3,140
SouthTrust Corp. 20,600 1,123
Summit Bancorp 95,250 4,441
US Trust Corp. 24,100 1,422
Zions Bancorp 168,000 6,741
57,962
CLOSED END INVESTMENT COMPANY - 0.1%
Taiwan Fund, Inc. 48,800 934
Templeton Dragon Fund, Inc. 5,900 69
1,003
CREDIT & OTHER FINANCE - 0.3%
Federal Agricultural Mortgage Corp. Class C (non-vtg.) (a) 72,900
4,830
INSURANCE - 1.2%
Blanch E.W. Holdings, Inc. 33,900 1,172
Conseco, Inc. 88,900 4,139
General Re Corp. 13,300 2,640
HSB Group, Inc. 96,800 5,028
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Horace Mann Educators Corp. 36,600 $ 2,045
Torchmark Corp. 85,500 3,489
18,513
SAVINGS & LOANS - 0.0%
Golden State Bancorp (a) 11,500 383
SECURITIES INDUSTRY - 5.1%
Advest Group, Inc. (The) 74,200 1,688
Affiliated Managers Group, Inc. 4,800 120
Bear Stearns Companies, Inc. 55,500 2,303
Donaldson Lufkin & Jenrette, Inc. 67,200 4,897
Edwards (A.G.), Inc. 324,700 10,999
Everen Capital Corp. 7,000 279
Franklin Resources, Inc. 69,300 6,228
Hambrecht & Quist Group (a) 58,500 2,245
Interra Financial, Inc. 67,800 3,742
Interstate/Johnson Lane, Inc. 41,400 1,071
Jefferies Group, Inc. 9,100 645
Legg Mason, Inc. 38,000 1,838
Lehman Brothers Holdings, Inc. 216,900 10,967
McDonald & Co. Investments, Inc. 111,300 2,998
Morgan Keegan, Inc. 146,400 2,937
PaineWebber Group, Inc. 485,950 16,342
Piper Jaffray Inc. 7,900 219
Provida SA sponsored ADR 14,500 248
Rambus, Inc. 34,800 1,942
Schwab (Charles) Corp. 94,900 3,660
Southwest Securities Group, Inc. 50,000 1,181
Stifel Financial Corp. 64,100 921
77,470
TOTAL FINANCE 160,161
HEALTH - 4.1%
DRUGS & PHARMACEUTICALS - 0.6%
Astra AB sponsored ADR, Series A 39,600 673
Astra AB Class A Free shares 55,300 959
Barr Laboratories, Inc. (a) 24,000 864
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Cytyc Corp. (a) 33,200 $ 718
Hauser Chemical Research, Inc. (a) 308,500 2,044
Regeneron Pharmaceuticals, Inc. (a) 77,700 767
Warner-Lambert Co. 26,200 3,665
9,690
MEDICAL EQUIPMENT & SUPPLIES - 3.0%
Arterial Vascular Engineering, Inc. (a) 5,500 304
Ballard Medical Products 77,200 1,780
Bindley Western Industries, Inc. 55,500 1,707
Biomet, Inc. 97,600 2,330
Boston Scientific Corp. (a) 63,300 2,860
Dentsply International, Inc. 192,400 5,219
Depuy, Inc. 152,700 3,970
Dionex Corp. (a) 107,000 5,357
Hillenbrand Industries, Inc. 35,900 1,600
McKesson Corp. 60,600 6,780
Orthofix International (a) 22,300 301
Perrigo Co. (a) 15,400 219
Sofamor/Danek Group, Inc. (a) 108,900 7,665
Sybron International Corp. (a) 108,800 4,787
44,879
MEDICAL FACILITIES MANAGEMENT - 0.5%
Columbia/HCA Healthcare Corp. 54,000 1,593
Express Scripts, Inc. Class A (a) 17,500 1,033
HEALTHSOUTH Corp. (a) 139,758 3,669
Renal Treatment Centers, Inc. (a) 37,800 1,259
Sunrise Assisted Living, Inc. (a) 8,400 302
Urologix, Inc. (a) 7,400 147
8,003
TOTAL HEALTH 62,572
INDUSTRIAL MACHINERY & EQUIPMENT - 5.2%
ELECTRICAL EQUIPMENT - 0.0%
Cyberoptics Corp. (a) 9,200 252
Salient 3 Communications, Inc. Class A 9,800 129
Viasat, Inc. 1,900 29
410
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 5.2%
ASM Lithography Holding NV (a) 837,200 $ 52,324
Greenbrier Companies, Inc. 231,600 3,966
Lindsay Manufacturing Co. 172,350 6,991
Manitowoc Co., Inc. 272,700 9,084
Mettler-Toledo International, Inc. 55,200 987
Stanley Works 90,500 3,988
Varlen Corp. 19,650 538
77,878
POLLUTION CONTROL - 0.0%
USA Waste Services, Inc. (a) 18,072 598
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 78,886
MEDIA & LEISURE - 3.5%
BROADCASTING - 0.9%
American Radio Systems Corp. Class A 14,600 726
Cablevision Systems Corp. Class A (a) 51,400 4,212
Clear Channel Communications, Inc. (a) 29,400 1,992
TCA Cable TV, Inc. 8,200 340
Time Warner, Inc. 19,400 1,130
United Video Satellite Group A (a) 12,800 333
Westwood One, Inc. (a) 192,200 5,646
14,379
ENTERTAINMENT - 0.4%
Premier Parks, Inc. (a) 3,700 144
Viacom, Inc. Class B (non-vtg.) (a) 185,500 6,493
6,637
LEISURE DURABLES & TOYS - 0.1%
Ag-Chem Equipment, Inc. (a) 40,600 660
Mattel, Inc. 18,400 737
1,397
LODGING & GAMING - 1.7%
International Game Technology Corp. 551,800 13,795
International Speedway Corp.:
Class A 31,700 678
Class B 135,300 2,841
Speedway Motorsports (a) 312,000 6,903
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - CONTINUED
Tabcorp Holdings Ltd. 136,501 $ 632
Video Lottery Technologies, Inc. (a) 58,800 676
25,525
PUBLISHING - 0.1%
Golden Books Family Entertainment, Inc. (a) 29,500 277
Mecklermedia Corp. (a) 2,400 53
Scholastic Corp. (a) 37,000 1,412
1,742
RESTAURANTS - 0.3%
Bob Evans Farms, Inc. 16,400 328
Famous Daves America, Inc. (a) 5,900 96
Landry's Seafood Restaurants, Inc. (a) 13,300 374
NPC International, Inc. (a) 68,200 908
Papa John's International, Inc. (a) 34,300 1,140
Piccadilly Cafeterias, Inc. 5,000 63
Rainforest Cafe, Inc. (a) 41,100 1,480
4,389
TOTAL MEDIA & LEISURE 54,069
NONDURABLES - 1.8%
AGRICULTURE - 0.6%
DEKALB Genetics Corp. Class B 224,300 8,720
BEVERAGES - 0.3%
Seagram Co. Ltd. 155,900 5,030
Zaklady Piwowarskie W Zywcu SA 2,648 183
5,213
FOODS - 0.9%
J & J Snack Foods Corp. (a) 11,000 183
Sanderson Farms, Inc. 128,800 1,562
Smithfield Foods, Inc. (a) 128,400 4,542
Thorn Apple Valley, Inc. (a) 24,200 351
Tootsie Roll Industries, Inc. 93,975 6,038
12,676
TOBACCO - 0.0%
Souza Cruz Industria Comerico 50,000 394
TOTAL NONDURABLES 27,003
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
PRECIOUS METALS - 0.5%
Newmont Mining Corp. 247,800 $ 7,449
RETAIL & WHOLESALE - 4.0%
APPAREL STORES - 0.1%
Claire's Stores, Inc. 56,700 1,283
Norton McNaughton, Inc. (a) 12,800 77
Shoe Carnival, Inc. (a) 43,400 391
1,751
DRUG STORES - 0.8%
Arbor Drugs, Inc. 39,400 1,069
General Nutrition Companies, Inc. (a) 106,400 3,631
Genovese Drug Stores, Inc. Class A 52,290 954
Rite Aid Corp. 84,000 5,523
Walgreen Co. 25,600 824
12,001
GENERAL MERCHANDISE STORES - 1.6%
Ames Department Stores (a) 70,100 1,192
Federated Department Stores, Inc. (a) 27,500 1,253
MacFrugals Bargains Closeouts, Inc. (a) 28,400 1,218
Michaels Stores, Inc. (a) 78,600 2,545
Nordstrom, Inc. 321,500 18,967
25,175
GROCERY STORES - 0.4%
Hannaford Brothers Co. 10,900 438
Koninklijke Ahold NV sponsored ADR 23,200 615
Ruddick Corp. 11,000 224
Whole Foods Market, Inc. (a) 90,200 4,138
5,415
RETAIL & WHOLESALE, MISCELLANEOUS - 1.1%
Barnes & Noble, Inc. (a) 135,500 4,192
Best Buy Co., Inc. (a) 269,400 7,846
New West Eyeworks, Inc. (a) 44,900 337
Viking Office Products, Inc. (a) 14,800 343
Williams-Sonoma, Inc. (a) 125,800 4,796
17,514
TOTAL RETAIL & WHOLESALE 61,856
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 2.6%
ADVERTISING - 0.7%
CMG Information Services, Inc. (a) 356,400 $ 7,484
Lycos, Inc. (a) 124,275 3,798
11,282
LEASING & RENTAL - 0.2%
McGrath RentCorp. 12,900 281
Ryder Systems, Inc. 92,600 3,363
3,644
SERVICES - 1.7%
ABR Information Services, Inc. (a) 51,900 1,246
Block (H & R), Inc. 5,900 241
Caribiner International, Inc. (a) 18,600 789
Computer Horizons Corp. (a) 284,600 9,392
Day Runner, Inc. (a) 5,000 194
Devry, Inc. (a) 144,400 3,863
Hagler Bailly, Inc. 72,000 1,454
Regent Assisted Living, Inc. (a) 3,000 15
Sotheby's Holdings, Inc. Class A 455,200 7,767
24,961
TOTAL SERVICES 39,887
TECHNOLOGY - 25.1%
COMMUNICATIONS EQUIPMENT - 1.6%
ADC Telecommunications, Inc. (a) 70,000 2,603
Andrew Corp. 333,200 8,830
Cisco Systems, Inc. (a) 56,700 4,890
Pairgain Technologies, Inc. (a) 378,500 8,942
25,265
COMPUTER SERVICES & SOFTWARE - 11.2%
Accelr8 Technology Corp. (a) 55,000 1,203
Acxiom Corp. (a) 20,400 351
Borland International, Inc. (a) 86,800 879
Cadence Design Systems, Inc. (a) 305,800 7,721
Citrix Systems, Inc. (a) 135,000 9,669
Computer Task Group, Inc. 388,400 12,235
Compuware Corp. (a) 652,500 22,797
Data Transmission Network Corp. (a) 113,900 3,075
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Desktop Data, Inc. (a) 149,600 $ 1,192
Fair, Isaac & Co., Inc. 52,600 2,255
First Data Corp. 18,400 521
Gerber Scientific, Inc. 43,400 868
Henry (Jack) & Associates, Inc. 71,049 1,794
Industrial-Matematik International Corp. (a) 105,400 2,872
Keane, Inc. (a) 1,411,200 44,718
MARC, Inc. 30,850 609
MacNeal-Schwendler Corp. (a) 5,500 56
Metro Information Services, Inc. 6,500 167
Microsoft Corp. (a) 14,600 2,066
PRT Group, Inc. 6,200 83
Siebel Systems, Inc. (a) 56,700 2,360
Structural Dynamics Research Corp. (a) 11 -
Synopsys, Inc. (a) 117,800 4,845
Transaction Systems Architects (a) 95,000 3,684
Tripos, Inc. (a) 45,000 698
Viasoft, Inc. (a) 862,000 31,679
Yahoo, Inc. (a) 253,400 12,955
171,352
COMPUTERS & OFFICE EQUIPMENT - 5.1%
Comdisco, Inc. 91,300 2,671
Diebold, Inc. 414,312 19,135
EMC Corp. (a) 463,000 14,035
Fore Systems, Inc. (a) 276,200 4,782
General Binding Corp. 57,500 1,739
Hutchinson Technology, Inc. (a) 735,600 17,471
Quantum Corp. (a) 524,700 13,970
Unisys Corp. (a) 116,800 1,672
Western Digital Corp. (a) 81,700 1,649
77,124
ELECTRONIC INSTRUMENTS - 2.6%
Anadigics, Inc. (a) 2,900 96
Cohu, Inc. 9,500 337
KLA-Tencor Corp. (a) 737,400 28,576
Novellus Systems, Inc. (a) 193,200 7,269
Smart Modular Technologies, Inc. (a) 26,700 1,655
Spectra Physics AB, Series A 39,800 1,012
38,945
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - 4.6%
Alliance Semiconductor Corp. (a) 125,500 $ 792
DII Group, Inc. (a) 20,600 461
Etec Systems, Inc. (a) 120,100 5,495
Linear Technology Corp. 198,400 12,772
Marshall Industries (a) 71,000 2,450
Maxim Integrated Products, Inc. (a) 42,900 2,965
Micron Technology, Inc. (a) 869,500 21,627
Semtech Corp. (a) 43,000 2,086
Solectron Corp. (a) 23,000 838
Speedfam International, Inc. (a) 114,100 2,924
Supertex, Inc. (a) 173,400 2,168
Triquint Semiconductor, Inc. (a) 50,100 1,002
Vitesse Semiconductor Corp. (a) 319,750 14,309
69,889
TOTAL TECHNOLOGY 382,575
TRANSPORTATION - 3.6%
AIR TRANSPORTATION - 1.4%
Mesaba Holdings, Inc. (a) 6,700 147
US Airways Group, Inc. (a) 394,300 21,735
21,882
RAILROADS - 0.9%
Kansas City Southern Industries, Inc. 68,200 2,106
Trinity Industries, Inc. 250,000 11,343
13,449
TRUCKING & FREIGHT - 1.3%
Air Express International Corp. 23,800 683
Airborne Freight Corp. 47,800 3,044
CNF Transportation, Inc. 146,300 6,365
Caliber System, Inc. 106,900 5,712
Federal Express Corp. (a) 40,500 2,716
USFreightways Corp. 15,600 480
Werner Enterprises, Inc. 11,100 237
19,237
TOTAL TRANSPORTATION 54,568
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - 1.5%
CELLULAR - 0.2%
Nextel Communications, Inc. Class A (a) 162,300 $ 4,098
ELECTRIC UTILITY - 0.8%
Black Hills Corp. 113,900 3,624
Eastern Utilities Associates 90,000 2,160
Montana Power Co. 18,500 506
Niagara Mohawk Power Corp. (a) 451,800 4,320
Wisconsin Energy Corp. 66,800 1,804
12,414
TELEPHONE SERVICES - 0.5%
Nippon Telegraph & Telephone sponsored ADR 53,500 2,224
Qwest Communications International, Inc. 38,500 2,103
Telecom Argentina Class B sponsored ADR 94,600 2,903
7,230
TOTAL UTILITIES 23,742
TOTAL COMMON STOCKS
(Cost $1,126,582) 1,402,515
NONCONVERTIBLE PREFERRED STOCKS - 0.5%
MEDIA & LEISURE - 0.1%
LODGING & GAMING - 0.1%
Sydney Harbour Casino Holdings Ltd. (a) 1,459,400 1,484
UTILITIES - 0.4%
TELEPHONE SERVICES - 0.4%
Telecom Italia Mobile Spa de Risp 3,002,800 6,558
TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $6,234) 8,042
CASH EQUIVALENTS - 7.6%
Taxable Central Cash Fund (b)
(Cost $115,542) 115,541,826 115,542
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,248,358) $ 1,526,099
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.69%. 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 November 30, 1997, the aggregate cost of investment securities for
income tax purposes was $1,250,864,000. Net unrealized appreciation
aggregated $275,235,000, of which $338,649,000 related to appreciated
investment securities and $63,414,000 related to depreciated
investment securities.
The fund hereby designates approximately $42,159,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) NOVEMBER 30, 1997

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $1,248,358) - $ 1,526,099
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 28,491

RECEIVABLE FOR FUND SHARES SOLD 989

DIVIDENDS RECEIVABLE 859

INTEREST RECEIVABLE 514

OTHER RECEIVABLES 26

TOTAL ASSETS 1,556,978

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 23,705

PAYABLE FOR FUND SHARES REDEEMED 2,379

ACCRUED MANAGEMENT FEE 909

OTHER PAYABLES AND ACCRUED EXPENSES 299

TOTAL LIABILITIES 27,292

NET ASSETS $ 1,529,686

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 1,032,498

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 219,448
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 277,740
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 62,496 SHARES OUTSTANDING $ 1,529,686

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE $24.48
($1,529,686 (DIVIDED BY) 62,496 SHARES)

MAXIMUM OFFERING PRICE PER SHARE (100/97.00 OF $24.48) $25.24

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1997

INVESTMENT INCOME $ 7,496
DIVIDENDS

INTEREST 4,117

TOTAL INCOME 11,613

EXPENSES

MANAGEMENT FEE $ 9,308
BASIC FEE

PERFORMANCE ADJUSTMENT 1,280

TRANSFER AGENT FEES 2,731

ACCOUNTING FEES AND EXPENSES 584

NON-INTERESTED TRUSTEES' COMPENSATION 7

CUSTODIAN FEES AND EXPENSES 80

REGISTRATION FEES 114

AUDIT 41

LEGAL 11

MISCELLANEOUS 7

TOTAL EXPENSES BEFORE REDUCTIONS 14,163

EXPENSE REDUCTIONS (656) 13,507

NET INVESTMENT INCOME (LOSS) (1,894)

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

INVESTMENT SECURITIES 223,009

FOREIGN CURRENCY TRANSACTIONS (8) 223,001

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON 28,072
INVESTMENT SECURITIES

NET GAIN (LOSS) 251,073

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 249,179
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ (1,894) $ (1,637)
NET INVESTMENT INCOME (LOSS)

NET REALIZED GAIN (LOSS) 223,001 50,136

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 28,072 149,757

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 249,179 198,256
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS FROM NET REALIZED GAINS (33,239) (45,174)

SHARE TRANSACTIONS 730,532 1,631,213
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 32,549 44,305

COST OF SHARES REDEEMED (715,879) (1,105,709)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 47,202 569,809
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 263,142 722,891

NET ASSETS

BEGINNING OF PERIOD 1,266,544 543,653

END OF PERIOD $ 1,529,686 $ 1,266,544

OTHER INFORMATION
SHARES

SOLD 31,323 89,123

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 1,637 2,688

REDEEMED (31,384) (60,913)

NET INCREASE (DECREASE) 1,576 30,898

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED NOVEMBER 30,

1997 1996 1995 1994 1993 F

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 (LOSS) (.03) D (.03) D (.02) D, (.01) D (.01)
E

NET REALIZED AND UNREALIZED 4.27 4.15 6.12 .64 1.98
GAIN (LOSS)

TOTAL FROM INVESTMENT 4.24 4.12 6.10 .63 1.97
OPERATIONS

LESS DISTRIBUTIONS

FROM NET REALIZED GAIN (.55) (1.44) (.29) (.30) -

NET ASSET VALUE, END OF PERIOD $ 24.48 $ 20.79 $ 18.11 $ 12.30 $ 11.97

TOTAL RETURN B, C 21.01% 24.88% 50.92% 5.33% 19.70%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 1,530 $ 1,267 $ 544 $ 312 $ 254
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .99% 1.07% 1.20% 1.32% 1.34% A
NET ASSETS

RATIO OF EXPENSES TO AVERAGE .94% 1.03% G 1.18% 1.29% 1.32% A,
NET ASSETS AFTER EXPENSE G G G G
REDUCTIONS

RATIO OF NET INVESTMENT INCOME (.13)% (.17)% (.15)% (.05)% (.10)% A
(LOSS) TO AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 142% 158% 176% 199% 204% A

AVERAGE COMMISSION RATE H $ .0396 $ .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 FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
H FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1997

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 foreign
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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
securities where the ex-dividend date may have passed, are recorded as
soon as the fund is informed of the ex-dividend date. 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, net operating losses,
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 undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable
income or gain remaining at fiscal year end is distributed in the
following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
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.
2. OPERATING POLICIES - CONTINUED
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, Inc., 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 $1,908,797,000 and $1,949,144,000, 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
(plus/minus).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 annual 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 (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $1,585,000 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 annual rate of .19% 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 $214,000 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 $635,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby interest earned on uninvested cash balances
was used to offset a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by
$10,000 and $11,000, respectively, under these arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Mt. Vernon Street Trust and the
Shareholders of Fidelity New Millennium Fund:
We have audited the accompanying statement of assets and liabilities
of Fidelity Mt. Vernon Street Trust: Fidelity New Millennium Fund,
including the schedule of portfolio investments, as of November 30,
1997, and the related statement of operations for the year then ended,
the statement of changes in net assets for each of the two years in
the period then ended and the financial highlights for each of the
periods indicated therein. These financial statements and financial
highlights are the responsibility of the fund's management. Our
responsibility is to express an opinion on these financial statements
and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of November 30, 1997, by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Mt. Vernon Street Trust: Fidelity New
Millennium Fund, as of November 30, 1997, the results of its
operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial
highlights for each of the periods indicated therein, in conformity
with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 8, 1998
DISTRIBUTIONS

The Board of Trustees of Fidelity New Millennium Fund voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities:
PAY DATE RECORD DATE CAPITAL GAINS
12/29/97 12/26/97 $2.85
1/5/98 1/2/98 $.07
A total of 100% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1998 of the applicable
percentage for use in preparing 1997 income tax returns.
MANAGING YOUR INVESTMENTS

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

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
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Neal Miller, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
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 Growth Fund
SM
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
ANNUAL REPORT
NOVEMBER 30, 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 21 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 25 NOTES TO THE FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT 30 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 31

FIDELITY EMERGING GROWTH 13.98% 131.27% 304.28%

FIDELITY EMERGING GROWTH 10.56% 124.33% 292.15%
(INCLUDING 3% SALES CHARGE)

RUSSELL 2000(REGISTERED TRADEMARK) 23.41% 117.34% 267.93%

MID-CAP FUNDS AVERAGE 17.72% 110.24% N/A

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, 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. 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 one year average represents a peer group of 220 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 NOVEMBER 30, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY EMERGING GROWTH 13.98% 18.26% 22.34%

FIDELITY EMERGING GROWTH 10.56% 17.54% 21.80%
(INCLUDING 3% SALES CHARGE)

RUSSELL 2000 23.41% 16.80% 20.68%

MID-CAP FUNDS AVERAGE 17.72% 15.86% 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
IMAHDR PRASUN SHR__CHT 19971130 19971209 140507 S00000000000001
Emerging Growth Russell 2000
00324 RS002
1990/12/28 9700.00 10000.00
1990/12/31 9758.20 10130.46
1991/01/31 11203.50 11046.59
1991/02/28 11804.90 12278.44
1991/03/31 12648.80 13142.71
1991/04/30 12580.90 13109.64
1991/05/31 13434.50 13734.51
1991/06/30 12493.60 12934.12
1991/07/31 13754.60 13387.99
1991/08/31 14647.00 13883.54
1991/09/30 14753.70 13992.25
1991/10/31 14967.10 14362.33
1991/11/30 14365.70 13698.05
1991/12/31 16305.88 14794.92
1992/01/31 16354.92 15993.70
1992/02/29 16104.38 16460.26
1992/03/31 15072.18 15903.11
1992/04/30 14621.22 15345.96
1992/05/31 14801.60 15550.02
1992/06/30 14060.02 14814.62
1992/07/31 14741.47 15329.88
1992/08/31 14280.49 14897.29
1992/09/30 14731.45 15241.09
1992/10/31 15753.63 15725.55
1992/11/30 16956.20 16928.86
1992/12/31 17668.44 17518.63
1993/01/31 18231.12 18111.57
1993/02/28 17527.13 17693.25
1993/03/31 18034.42 18267.39
1993/04/30 17899.83 17765.95
1993/05/31 19463.09 18552.08
1993/06/30 19659.79 18667.81
1993/07/31 19587.32 18925.55
1993/08/31 20343.07 19743.17
1993/09/30 20664.00 20300.32
1993/10/31 21160.93 20822.82
1993/11/30 20322.36 20137.48
1993/12/31 21180.19 20825.99
1994/01/31 21797.79 21478.95
1994/02/28 21673.66 21401.26
1994/03/31 20519.22 20271.33
1994/04/30 20606.11 20391.82
1994/05/31 19811.66 20162.84
1994/06/30 18421.37 19478.18
1994/07/31 19116.51 19798.20
1994/08/31 20519.22 20901.41
1994/09/30 20419.91 20831.43
1994/10/31 21400.57 20749.21
1994/11/30 20581.29 19911.22
1994/12/31 21142.37 20446.18
1995/01/31 20582.39 20188.21
1995/02/28 21540.58 21028.02
1995/03/31 22448.99 21390.17
1995/04/30 23208.08 21865.78
1995/05/31 24166.27 22241.75
1995/06/30 26841.73 23395.56
1995/07/31 30002.51 24743.19
1995/08/31 30425.60 25255.05
1995/09/30 31134.91 25706.06
1995/10/31 30761.59 24556.43
1995/11/30 30375.83 25588.16
1995/12/31 28741.54 26263.28
1996/01/31 29135.09 26235.14
1996/02/29 30883.45 27052.75
1996/03/31 30883.45 27603.43
1996/04/30 32853.63 29079.43
1996/05/31 34132.28 30225.37
1996/06/30 32827.53 28984.21
1996/07/31 29604.80 26452.63
1996/08/31 30857.36 27988.47
1996/09/30 33492.95 29082.24
1996/10/31 32631.82 28634.03
1996/11/30 34406.28 29813.87
1996/12/31 33282.38 30595.22
1997/01/31 35594.57 31206.66
1997/02/28 33771.24 30450.00
1997/03/31 31591.17 29013.19
1997/04/30 32304.65 29094.06
1997/05/31 35317.11 32330.77
1997/06/30 36321.26 33716.31
1997/07/31 40033.98 35285.20
1997/08/31 39558.33 36092.57
1997/09/30 42015.87 38734.34
1997/10/31 38858.07 37032.78
1997/11/28 39214.81 36793.26
IMATRL PRASUN SHR__CHT 19971130 19971209 140510 R00000000000087
$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 3% sales charge was paid. As the
chart shows, by November 30, 1997, the value of the investment would
have grown to $39,215 - a 292.15% increase on the initial investment.
For comparison, look at how the Russell 2000 Index did over the same
period. With dividends and capital gains, if any, reinvested, the same
$10,000 investment would have grown to $36,793 - a 267.93% 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

MARKET RECAP
The 12 months that ended
November 30, 1997, was a period
that truly tested the U.S. stock
market's resolve. But despite
frequent shifts in sentiment, an
interest-rate hike and global
volatility concerns, U.S. stocks still
managed to perform well. The
Standard & Poor's 500 Index - a
broad gauge of the U.S. stock
market - returned 28.51% during
the period, well above the
market's long-term annual
average of around 11%. In the first
half of the period, large-cap stocks
were responsible for much of the
market's gain, as investors were
drawn to stocks with recognizable
names and consistent
earnings-growth track records.
Consequently, stock prices soared
and enthusiasm was high. The
Federal Reserve Board - in an
attempt to halt inflation before it
appeared - raised a key
short-term interest rate by 0.25%
in March. The market paused
briefly, but then kept rolling as the
Dow Jones Industrial Average
reached the 8,000-point mark for
the first time ever in August. With
several multinational companies
announcing earnings shortfalls in
mid-August, small-cap stocks
came into favor among investors.
During August and September,
the Russell 2000 Index - which
measures small-cap stock
performance - was up 9.78%
while the S&P was down 0.43%.
Volatility in Asian markets in late
October sent skittish investors
running for cover. The Dow slid
554 points in one day, then
snapped back the next, reclaiming
330-plus points. Sensing
continued fallout from this
volatility, investors again became
quality-conscious and large-caps
regained their perch through
November.
An interview with Erin Sullivan, Portfolio Manager of Fidelity
Emerging Growth Fund
Q. HOW DID THE FUND PERFORM, ERIN?
A. For the 12 months that ended November 30, 1997, the fund had a
total return of 13.98%. During the same period, the Russell 2000 index
returned 23.41% and the mid-cap funds average tracked by Lipper
Analytical Services returned 17.72%.
Q. WHY DID THE FUND UNDERPERFORM THE INDEX AND ITS PEER GROUP?
A. Poor stock selection in the health care sector hurt performance,
especially since the fund was overweighted in that sector - relative
to the index - during the period. At the same time, the fund's
underweighted position in the strong-performing energy sector also
detracted from performance. By definition, this type of fund usually
does not own many traditional energy stocks because many of them
represent mature, rather than emerging-growth, industries. Generally,
the fund invests in young, fast-growing, small- and mid-capitalization
companies that typically have high price-to-earnings multiples -
meaning they trade at high valuations relative to their current
earnings growth. The reason behind these valuations is that investors
are willing to pay more now for above-average earnings growth in the
future. Unfortunately, these high-multiple stocks tend to suffer
larger corrections when other stocks in their industry report
disappointing earnings or during periods of economic uncertainty, such
as the one we saw at the end of the period.
Q. WHICH INDIVIDUAL HOLDINGS HELPED PERFORMANCE?
A. The strongest contributors were personal computer (PC)
manufacturers such as Compaq Computer and Dell Computer, and PC
retailers such as CompUSA. Strong PC demand drove revenue and earnings
growth for these companies and, in turn, boosted their share prices.
Also in the technology sector, Nokia, a Finnish telecommunications
company, benefited from strong demand for handsets and other cellular
communications equipment. I sold the fund's stakes in Compaq and Dell
by the end of the period to reap the profits from their share-price
appreciation. In addition, some retail stocks benefited from
consolidation in this industry. For example, Consolidated Stores
recently announced that it would acquire MacFrugals Bargains. These
mergers should provide opportunities for buying synergies and cost
cutting.
Q. WHICH HOLDINGS HURT PERFORMANCE?
A. Oxford Health's stock plummeted 60% in one day after the company
announced that an accounting error had caused it to severely misstate
its quarterly earnings. Needless to say, holding the stock during that
period hurt the fund. USA Waste, a waste-management company, also was
a detractor. Although the company reported on-target earnings during
the period, its stock was battered by concerns about other players in
the industry that faced accounting or management problems. In
addition, Ascend Communications, a networking company, suffered from
weaker-than-expected industry demand and product transition
difficulties.
Q. THE FUND REDUCED ITS POSITION IN THE TECHNOLOGY SECTOR TO ABOUT 24%
AT THE END OF THE PERIOD FROM ABOUT 42% ON MAY 31. WHY DID YOU MAKE
SUCH A DRAMATIC SHIFT?
A. I significantly reduced the fund's position in technology over the
last several weeks of the period due to concerns that weakness in
Asian economies would hurt demand. For example, the demand for
networking infrastructure and cellular handsets was growing rapidly in
Asian countries. However, now that many of these regions are facing
severe economic difficulties, governments and companies probably will
pull back spending on this kind of technology. Also, as I mentioned
before, the fund took profits in some of the technology stocks that
had appreciated considerably.
Q. WHAT'S YOUR OUTLOOK?
A. I think the economic difficulties in Asia need to be watched
closely, particularly as a barometer for technology demand. In the
meantime, I think application-software companies in the U.S. should
benefit as trends toward client-server infrastructures continue and
the demand for year 2000 solutions increases. In addition, I expect
consolidation through merger and acquisitions in the retail and health
care sectors to continue. Overall, I believe that the market
valuations of many companies are high, so any company or industry
could be subject to a severe correction if earnings disappointments
arise.
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.

TOP TEN STOCKS AS OF NOVEMBER 30, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

MCKESSON CORP. 3.5 0.0

HEALTHSOUTH CORP. 3.4 1.7

TYCO INTERNATIONAL LTD. 3.1 0.8

MCI COMMUNICATIONS CORP. 2.8 0.2

MACFRUGALS BARGAINS CLOSEOUTS, INC. 2.5 0.0

COMPUSA, INC. 2.4 1.4

CVS CORP. 2.3 0.3

USA WASTE SERVICES, INC. 2.2 0.1

BMC SOFTWARE, INC. 2.1 1.0

MICROSOFT CORP. 2.0 2.7

TOP FIVE MARKET SECTORS AS OF NOVEMBER 30, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 24.1 41.6

RETAIL & WHOLESALE 20.1 11.7

HEALTH 16.1 15.4

ENERGY 8.0 0.6

SERVICES 7.0 8.6

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF NOVEMBER 30, 1997 * AS OF MAY 31, 1997**
ROW: 1, COL: 1, VALUE: 6.8
ROW: 1, COL: 2, VALUE: 0.0
ROW: 1, COL: 3, VALUE: 43.2
ROW: 1, COL: 4, VALUE: 50.0
STOCKS 97.2%
CONVERTIBLE
SECURITIES 0.2%
SHORT-TERM
INVESTMENTS 2.6%
FOREIGN
INVESTMENTS 7.4%
STOCKS 93.2%
CONVERTIBLE
SECURITIES 0.0%
SHORT-TERM
INVESTMENTS 6.8%
FOREIGN
INVESTMENTS 3.7%
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
*
**
INVESTMENTS NOVEMBER 30, 1997

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 93.2%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.6%
AEROSPACE & DEFENSE - 0.5%
AAR Corp. 119,300 $ 4,601
BE Aerospace, Inc. (a) 139,800 4,421
9,022
DEFENSE ELECTRONICS - 0.0%
Remec, Inc. (a) 15,800 369
SHIP BUILDING & REPAIR - 0.1%
Fred Olsen Energy ASA (a) 73,300 1,559
TOTAL AEROSPACE & DEFENSE 10,950
BASIC INDUSTRIES - 0.3%
CHEMICALS & PLASTICS - 0.2%
Ivex Packaging Corp. 102,000 2,040
Sealed Air Corp. (a) 50,000 2,844
4,884
IRON & STEEL - 0.1%
SPS Technologies, Inc. (a) 32,000 1,400
TOTAL BASIC INDUSTRIES 6,284
CONSTRUCTION & REAL ESTATE - 0.4%
BUILDING MATERIALS - 0.2%
Coltec Industries, Inc. (a) 150,000 3,497
Hexcel Corp. (a) 50,000 1,266
Masco Corp. 10,000 471
5,234
ENGINEERING - 0.2%
Comfort Systems USA, Inc. 100,000 1,700
DSP Group, Inc. (a) 50,000 1,638
3,338
REAL ESTATE - 0.0%
Trammell Crow Co. 1,600 34
TOTAL CONSTRUCTION & REAL ESTATE 8,606
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 0.3%
AUTOS, TIRES, & ACCESSORIES - 0.2%
Lear Corp. (a) 70,000 $ 3,277
CONSUMER DURABLES - 0.0%
Wireless Telecom Group, Inc. 129,800 933
TEXTILES & APPAREL - 0.1%
Tefron Ltd. 83,000 1,743
TOTAL DURABLES 5,953
ENERGY - 8.0%
ENERGY SERVICES - 5.1%
BJ Services Co. (a) 50,000 3,591
Diamond Offshore Drilling, Inc. 45,000 2,244
Falcon Drilling, Inc. (a) 274,800 8,862
Marine Drilling Companies, Inc. (a) 150,000 3,413
Nabors Industries, Inc. (a) 35,600 1,248
Noble Drilling Corp. (a) 459,100 13,801
Reading & Bates Corp. (a) 664,100 25,485
Rowan Companies, Inc. (a) 99,900 3,397
Transocean Offshore, Inc. 129,100 6,124
Varco International, Inc. (a) 265,000 13,564
Weatherford Enterra, Inc. (a) 221,000 9,959
Western Atlas, Inc. 97,100 6,755
98,443
OIL & GAS - 2.9%
Cooper Cameron Corp. (a) 395,200 24,083
EVI, Inc. (a) 458,000 23,558
National-Oilwell, Inc. (a) 209,400 6,635
Titan Exploration, Inc. 44,000 523
54,799
TOTAL ENERGY 153,242
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 1.0%
BANKS - 0.6%
North Fork Bancorp., Inc. 50,000 $ 1,519
Provident Financial Group, Inc. 10,000 450
Providian Financial Corp. 10,000 441
U.S. Bancorp 80,000 8,605
11,015
CREDIT & OTHER FINANCE - 0.2%
CIT Group, Inc. Class A 90,800 2,758
Money Store, Inc. 26,300 659
3,417
SAVINGS & LOANS - 0.2%
CenFed Financial Corp. 9,020 368
Commercial Federal Corp. 10,000 481
New York Bancorp, Inc. 50,000 1,769
Washington Mutual, Inc. 17,100 1,182
3,800
SECURITIES INDUSTRY - 0.0%
Jackson Hewitt, Inc. (a) 10,000 671
TOTAL FINANCE 18,903
HEALTH - 16.1%
DRUGS & PHARMACEUTICALS - 4.8%
Alliance Pharmaceutical Corp. (a) 100,000 969
American Home Products Corp. 209,400 14,631
Amgen, Inc. 85,000 4,346
Bristol-Myers Squibb Co. 180,000 16,853
Cytyc Corp. (a) 75,000 1,622
Dura Pharmaceuticals, Inc. (a) 100,000 4,388
Elan Corp. PLC ADR (a) 491,000 25,900
Genome Therapeutics Corp. (a) 100,000 806
Gilead Sciences, Inc. (a) 21,100 728
Schering-Plough Corp. 286,200 17,941
Sepracor, Inc. (a) 107,400 3,960
92,144
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - 5.7%
Biomet, Inc. 65,600 $ 1,566
Boston Scientific Corp. (a) 39,100 1,767
Cooper Companies, Inc. (a) 137,500 5,371
Guidant Corp. 140,000 8,995
Johnson & Johnson 134,000 8,434
McKesson Corp. 602,600 67,416
Medtronic, Inc. 143,000 6,828
Perrigo Co. (a) 25,000 356
Steris Corp. (a) 40,000 1,880
Thermo Cardiosystems, Inc. (a) 356,300 6,903
109,516
MEDICAL FACILITIES MANAGEMENT - 5.6%
Carematrix Corp. (a) 89,600 2,386
Coventry Corp. (a) 150,400 2,247
HEALTHSOUTH Corp. (a) 2,481,100 65,129
Health Management Associates, Inc. Class A (a) 785,400 19,242
Mariner Health Group, Inc. (a) 80,000 1,160
Medquist, Inc. (a) 78,800 2,049
Renal Treatment Centers, Inc. (a) 50,000 1,666
Renal Care Group, Inc. (a) 43,200 1,372
Universal Health Services, Inc. Class B (a) 220,000 9,610
Wellpoint Health Networks, Inc. (a) 55,000 2,530
107,391
TOTAL HEALTH 309,051
INDUSTRIAL MACHINERY & EQUIPMENT - 5.9%
ELECTRICAL EQUIPMENT - 0.1%
Allen Telecom, Inc. (a) 20,000 406
Loral Space & Communications Ltd. (a) 33,500 743
Vicor Corp. (a) 6,700 190
1,339
INDUSTRIAL MACHINERY & EQUIPMENT - 3.3%
MSC Industrial Direct, Inc. (a) 80,000 3,110
Tyco International Ltd. 1,535,322 60,261
63,371
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - 2.5%
Browning-Ferris Industries, Inc. 60,000 $ 2,141
Superior Services, Inc. (a) 100,000 2,363
Thermo Instrument Systems, Inc. (a) 35,875 1,114
USA Waste Services, Inc. (a) 1,284,925 42,483
Waste Industries, Inc. 2,500 50
48,151
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 112,861
MEDIA & LEISURE - 4.3%
BROADCASTING - 0.8%
American Radio Systems Corp. Class A 222,900 11,089
Smartalk Teleservices, Inc. (a) 176,000 3,773
14,862
ENTERTAINMENT - 0.1%
Cinar Films, Inc. Class B (sub-vtg.) (a) 44,000 1,730
LEISURE DURABLES & TOYS - 1.0%
Mattel, Inc. 500,000 20,031
LODGING & GAMING - 1.1%
Doubletree Corp. (a) 86,300 3,792
HFS, Inc. (a) 246,500 16,916
20,708
PUBLISHING - 0.1%
ACNielsen Corp. (a) 100,000 2,244
US WEST Media Group (a) 30,000 797
3,041
RESTAURANTS - 1.2%
CKE Restaurants, Inc. 261,600 9,826
Fine Host Corp. (a) 150,700 4,417
Friendly Ice Cream Corp. 100,000 1,600
Il Fornaio America Corp. 57,500 827
Rainforest Cafe, Inc. (a) 183,400 6,603
23,273
TOTAL MEDIA & LEISURE 83,645
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - 0.3%
HOUSEHOLD PRODUCTS - 0.3%
Alberto-Culver Co. Class A 23,200 $ 618
Dial Corp. 250,000 4,844
Memtec Ltd. sponsored ADR 20,000 716
6,178
RETAIL & WHOLESALE - 20.1%
APPAREL STORES - 4.5%
Abercrombie & Fitch Co. (a) 90,000 2,693
Big Dog Holdings, Inc. 100,800 970
Gap, Inc. 162,600 8,730
Payless ShoeSource, Inc. (a) 300,000 19,050
Ross Stores, Inc. 517,900 20,197
Stage Stores, Inc. (a) 436,200 18,375
TJX Companies, Inc. 402,800 13,897
Wet Seal, Inc. Class A (a) 120,000 3,548
87,460
DRUG STORES - 3.4%
Arbor Drugs, Inc. 339,600 9,212
CVS Corp. 653,760 43,393
Rite Aid Corp. 189,600 12,465
65,070
GENERAL MERCHANDISE STORES - 7.7%
Carson Pirie Scott & Co. (a) 287,200 14,827
Consolidated Stores Corp. (a) 512,525 24,922
Cost Plus, Inc. (a) 20,000 663
Dollar Tree Stores (a) 213,600 8,891
Family Dollar Stores, Inc. 277,500 7,683
MacFrugals Bargains Closeouts, Inc. (a) 1,136,000 48,706
Meyer (Fred), Inc. (a) 100,000 3,388
Michaels Stores, Inc. (a) 186,700 6,044
99 Cents Only Stores (a) 34,200 1,233
Proffitts, Inc. (a) 1,003,400 30,665
147,022
GROCERY STORES - 2.1%
Dominick's Supermarkets, Inc. (a) 187,100 7,274
Giant Food, Inc. Class A 26,400 891
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - CONTINUED
Hannaford Brothers Co. 254,800 $ 10,240
Rykoff-Sexton, Inc. 20,400 458
Safeway, Inc. (a) 351,400 21,346
40,209
RETAIL & WHOLESALE, MISCELLANEOUS - 2.4%
Corporate Express, Inc. (a) 141,700 2,215
Gadzooks, Inc. (a)(c) 470,000 13,101
Office Depot, Inc. (a) 20,000 473
Staples, Inc. (a) 287,300 8,098
Tandy Corp. 30,000 1,290
Toys "R" Us, Inc. (a) 438,300 14,957
U.S.A. Floral Products, Inc. 17,800 271
Viking Office Products, Inc. (a) 220,000 5,101
45,506
TOTAL RETAIL & WHOLESALE 385,267
SERVICES - 7.0%
ADVERTISING - 0.3%
Omnicom Group, Inc. 73,800 5,470
LEASING & RENTAL - 1.7%
Avis Rent A Car, Inc. (a) 353,000 11,848
Hertz Corp. Class A 156,000 6,152
Republic Industries, Inc. (a) 600,000 15,638
33,638
SERVICES - 5.0%
AccuStaff, Inc. (a) 357,100 10,557
Boron LePore & Associates, Inc. 100,000 2,450
Caribiner International, Inc. (a) 146,600 6,221
Catalina Marketing Corp. (a) 46,200 2,137
Computer Horizons Corp. (a) 1,017,850 33,589
Gartner Group, Inc. Class A (a) 597,900 17,414
Medpartners, Inc. (a) 36,600 906
Metzler Group, Inc. (a) 15,000 585
Personnel Group of America, Inc. (a) 130,000 4,753
Robert Half International, Inc. (a) 195,900 7,652
Staffmark, Inc. (a) 238,200 8,307
Syntel, Inc. 46,900 531
95,102
TOTAL SERVICES 134,210
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - 24.1%
COMMUNICATIONS EQUIPMENT - 2.4%
ADC Telecommunications, Inc. (a) 112,200 $ 4,172
Advanced Fibre Communication, Inc. (a) 124,700 3,227
Aspect Telecommunications Corp. (a) 36,800 826
Cisco Systems, Inc. (a) 120,000 10,350
DSC Communications Corp. (a) 50,000 1,128
Davox Corp. (a) 275,700 9,098
Inter-Tel, Inc. 50,000 1,050
Intermedia Communications, Inc. (a) 23,800 1,181
Lucent Technologies, Inc. 70,200 5,625
Nokia Corp. AB sponsored ADR 36,300 3,017
Tellabs, Inc. (a) 133,000 6,916
46,590
COMPUTER SERVICES & SOFTWARE - 18.0%
American Software, Inc. Class A (a) 104,600 968
Aris Corp. 6,200 151
Autodesk, Inc. 150,000 5,766
BMC Software, Inc. (a) 630,000 40,871
Broderbund Software, Inc. (a) 21,100 613
CUC International, Inc. (a) 471,600 13,559
Cadence Design Systems, Inc. (a) 436,600 11,024
Cambridge Technology Partners Massachusetts, Inc. (a) 716,800 27,866
Ciber, Inc. (a) 25,000 1,100
Claremont Technology Group, Inc. (a) 152,000 2,793
Complete Business Solutions, Inc. 12,000 408
Computer Associates International, Inc. 56,700 2,952
CompUSA, Inc. (a) 1,254,400 45,864
Computer Task Group, Inc. 123,800 3,900
Corsair Communications, Inc. 50,700 900
Electronics for Imaging, Inc. (a) 129,600 6,253
HBO & Co. 540,000 24,233
Henry (Jack) & Associates, Inc. 150,000 3,788
ICG Communications, Inc. (a) 50,000 1,163
Keane, Inc. (a) 711,800 22,554
Manugistics Group, Inc. (a) 489,600 17,075
Meta Group, Inc. (a) 50,000 997
Microsoft Corp. (a) 277,200 39,224
PeopleSoft, Inc. (a) 75,000 4,908
Physician Computer Network, Inc. (a) 193,700 944
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Policy Management Systems Corp. (a) 63,300 $ 4,091
Saville Systems Ireland PLC sponsored ADR (a) 827,800 27,782
Smallworldwide PLC sponsored ADR 151,100 2,928
SunGard Data Systems, Inc. (a) 48,400 1,252
Symantec Corp. (a) 20,000 500
Synopsys, Inc. (a) 300,000 12,337
Technology Solutions, Inc. (a) 428,900 13,241
Viasoft, Inc. (a) 22,000 809
Viewlogic Systems, Inc. (a) 89,200 2,375
345,189
COMPUTERS & OFFICE EQUIPMENT - 1.2%
CDW Computer Centers, Inc. (a) 6,700 395
EMC Corp. (a) 350,000 10,609
Insight Enterprises, Inc. (a) 12,600 488
Iomega Corp. (a) 250,000 8,219
SCI Systems, Inc. (a) 80,000 3,666
23,377
ELECTRONIC INSTRUMENTS - 1.8%
Berg Electronics Corp. (a) 155,500 3,586
Cohu, Inc. 12,000 426
Lam Research Corp. (a) 50,337 1,542
Smart Modular Technologies, Inc. (a) 19,700 1,221
Thermo Electron Corp. (a) 481,000 17,707
Thermoquest Corp. (a) 50,000 847
Varian Associates, Inc. 10,000 578
Waters Corp. (a) 204,200 8,742
34,649
ELECTRONICS - 0.7%
Applied Micro Circuits Corp. 22,200 244
Asia Electronics Holdings Co., Inc. 59,500 446
Etec Systems, Inc. (a) 55,000 2,516
Solectron Corp. (a) 110,000 4,008
Taiwan Semiconductor Manufacturing Co. sponsored ADR 242,300 5,331
12,545
TOTAL TECHNOLOGY 462,350
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - 0.1%
AIR TRANSPORTATION - 0.1%
Comair Holdings, Inc. 37,500 $ 830
Virgin Express Holdings PLC sponsored ADR 24,300 401
1,231
TRUCKING & FREIGHT - 0.0%
CNF Transportation, Inc. 20,000 870
TOTAL TRANSPORTATION 2,101
UTILITIES - 4.7%
CELLULAR - 0.4%
Nextel Communications, Inc. Class A (a) 300,000 7,575
ELECTRIC UTILITY - 0.0%
AES Corp. (a) 7,700 282
TELEPHONE SERVICES - 4.3%
Brooks Fiber Properties, Inc. (a) 17,600 964
ITC Deltacom, Inc. 1,300 18
MCI Communications Corp. 1,232,800 54,166
NEXTLINK Communications, Inc. Class A 20,300 411
Tel-Save Holdings, Inc. (a) 201,800 4,364
Teleport Communications Group, Inc. Class A (a) 100,000 4,900
WorldCom, Inc. (a) 534,030 17,089
81,912
TOTAL UTILITIES 89,769
TOTAL COMMON STOCKS
(Cost $1,529,626) 1,789,370
CASH EQUIVALENTS - 6.8%
Taxable Central Cash Fund (b)
(Cost $131,197) 131,196,894 131,197
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,660,823) $ 1,920,567
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.69%. 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 7 of Notes to Financial Statements).
INCOME TAX INFORMATION
At November 30, 1997, the aggregate cost of investment securities for
income tax purposes was $1,669,033,000. Net unrealized appreciation
aggregated $251,534,000, of which $302,051,000 related to appreciated
investment securities and $50,517,000 related to depreciated
investment securities.
The fund hereby designates approximately $55,858,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) NOVEMBER 30, 1997

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $1,660,823) - $ 1,920,567
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 77,091

RECEIVABLE FOR FUND SHARES SOLD 1,197

DIVIDENDS RECEIVABLE 324

INTEREST RECEIVABLE 601

OTHER RECEIVABLES 860

TOTAL ASSETS 2,000,640

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 18,545

PAYABLE FOR FUND SHARES REDEEMED 2,644

ACCRUED MANAGEMENT FEE 1,195

OTHER PAYABLES AND ACCRUED EXPENSES 549

TOTAL LIABILITIES 22,933

NET ASSETS $ 1,977,707

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 1,273,099

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 444,864
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 259,744

NET ASSETS, FOR 66,638 SHARES OUTSTANDING $ 1,977,707

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE $29.68
($1,977,707 (DIVIDED BY) 66,638 SHARES)

MAXIMUM OFFERING PRICE PER SHARE (100/97.00 OF $29.68) $30.60

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1997

INVESTMENT INCOME $ 3,853
DIVIDENDS

INTEREST 4,677

TOTAL INCOME 8,530

EXPENSES

MANAGEMENT FEE $ 12,360
BASIC FEE

PERFORMANCE ADJUSTMENT 2,274

TRANSFER AGENT FEES 5,036

ACCOUNTING FEES AND EXPENSES 725

NON-INTERESTED TRUSTEES' COMPENSATION 11

CUSTODIAN FEES AND EXPENSES 91

REGISTRATION FEES 96

AUDIT 64

LEGAL 21

INTEREST 6

MISCELLANEOUS 9

TOTAL EXPENSES BEFORE REDUCTIONS 20,693

EXPENSE REDUCTIONS (654) 20,039

NET INVESTMENT INCOME (LOSS) (11,509)

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

INVESTMENT SECURITIES 461,687

FOREIGN CURRENCY TRANSACTIONS 4 461,691

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON (213,582)
INVESTMENT SECURITIES

NET GAIN (LOSS) 248,109

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 236,600
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ (11,509) $ (4,998)
NET INVESTMENT INCOME (LOSS)

NET REALIZED GAIN (LOSS) 461,691 27,528

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) (213,582) 172,134

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 236,600 194,664
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS FROM NET REALIZED GAINS (23,421) (59,173)

SHARE TRANSACTIONS 471,709 977,456
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 23,095 58,461

COST OF SHARES REDEEMED (669,838) (564,710)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (175,034) 471,207
FROM SHARE TRANSACTIONS

REDEMPTION FEES 351 751

TOTAL INCREASE (DECREASE) IN NET ASSETS 38,496 607,449

NET ASSETS

BEGINNING OF PERIOD 1,939,211 1,331,762

END OF PERIOD $ 1,977,707 $ 1,939,211

OTHER INFORMATION
SHARES

SOLD 17,286 40,103

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 913 2,601

REDEEMED (25,113) (23,706)

NET INCREASE (DECREASE) (6,914) 18,998

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED NOVEMBER 30,

1997 1996 1995 1994 1993

SELECTED PER-SHARE DATA

NET ASSET VALUE, $ 26.37 $ 24.41 $ 16.58 $ 19.63 $ 16.92
BEGINNING OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME (LOSS) (.17) C (.07) C (.14) C (.07) C (.03)

NET REALIZED AND 3.79 3.10 7.99 .34 3.29
UNREALIZED GAIN (LOSS)

TOTAL FROM INVESTMENT OPERATIONS 3.62 3.03 7.85 .27 3.26

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME - - - - (.02)

FROM NET REALIZED GAIN (.32) (1.08) (.04) (3.33) (.54)

TOTAL DISTRIBUTIONS (.32) (1.08) (.04) (3.33) (.56)

REDEMPTION FEES ADDED .01 .01 .02 .01 .01
TO PAID IN CAPITAL

NET ASSET VALUE, END OF PERIOD $ 29.68 $ 26.37 $ 24.41 $ 16.58 $ 19.63

TOTAL RETURN A, B 13.98% 13.27% 47.59% 1.27% 19.85%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 1,978 $ 1,939 $ 1,332 $ 611 $ 634
(IN MILLIONS)

RATIO OF EXPENSES TO 1.09% 1.10% 1.10% 1.04% 1.20%
AVERAGE NET ASSETS

RATIO OF EXPENSES TO AVERAGE NET 1.05% 1.09% 1.09% 1.02% 1.19%
ASSETS AFTER EXPENSE REDUCTIONS D D D D D

RATIO OF NET INVESTMENT INCOME (.60)% (.31)% (.66)% (.41)% (.20)%
(LOSS) TO AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 212% 105% 102% 180% 332%

AVERAGE COMMISSION RATE E $ .0408 $ .0405

</TABLE>

I THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
J TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
K NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
L 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 6 OF NOTES TO FINANCIAL STATEMENTS).
M 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 November 30, 1997

6. 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 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 foreign
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
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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 and excise tax regulations. The fund also
utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for
income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
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.
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 Account, at a bank
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
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, Inc., 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).
8. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $3,823,838,000 and $4,178,273,000, 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 .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
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
the appropriate index over a specified period of time. For the period,
the management fee was equivalent to an annual rate of .77% of average
net assets after the performance adjustment.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $815,000 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 annual rate of .26% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $648,000 for the
period.
10. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. Under the most
restrictive arrangement, the fund must pledge to the bank securities
having a market value in excess of 220% of the total bank borrowings.
The interest rate on the borrowings is the bank's base rate, as
revised from time to time. The maximum loan and the average daily loan
balances during the period for which loans were outstanding amounted
to $20,357,000 and $16,918,000, respectively. The weighted average
interest rate was 5.88%.
11. 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 $592,000 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 $15,000 and $47,000, respectively, under these
arrangements.
12. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Gadzooks, Inc. $ 756 $ - $ - $ 13,101
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Mt. Vernon Street Trust and the
Shareholders of Fidelity Emerging Growth Fund:
We have audited the accompanying statement of assets and liabilities
of Fidelity Mt. Vernon Street Trust: Fidelity Emerging Growth Fund,
including the schedule of portfolio investments, as of November 30,
1997, and the related statement of operations for the year then ended,
the statement of changes in net assets for each of the two years in
the period then ended and the financial highlights for each of the
five years in the period then ended. These financial statements and
financial highlights are the responsibility of the fund's management.
Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of November 30, 1997 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Mt. Vernon Street Trust: Fidelity
Emerging Growth Fund as of November 30, 1997, the results of its
operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended, in
conformity with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 8, 1998
DISTRIBUTIONS

The Board of Trustees of Fidelity Emerging Growth Fund voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities:
PAY DATE RECORD DATE CAPITAL GAINS
12/29/97 12/26/97 $6.00
1/5/98 1/2/98 $0.08

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
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
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 *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
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(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
TechnoQuant Growth Fund
SM
Trend Fund
Value Fund
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