FIDELITY MT VERNON STREET TRUST
485BPOS, 1998-01-26
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-79755) 
  UNDER THE SECURITIES ACT OF 1933 [X]
 Pre-Effective Amendment No.           [  ]
 Post-Effective Amendment No. 35  [X]
and
REGISTRATION STATEMENT (No. 811-3583) 
 UNDER THE INVESTMENT COMPANY ACT OF 1940    [X]
 Amendment No. 35 [X]
Fidelity Mt. Vernon Street Trust                        
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109 
(Address Of Principal Executive Offices)  (Zip Code)
Registrant's Telephone Number:  617-563-7000 
Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109 
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
 (  ) immediately upon filing pursuant to paragraph (b).
 (x) on (January 28, 1998) pursuant to paragraph (b). 
 (  ) 60 days after filing pursuant to paragraph (a)(1).
 (  ) on (             ) pursuant to paragraph (a)(1) of Rule 485.
 (  ) 75 days after filing pursuant to paragraph (a)(2).
 (  ) on (            ) pursuant to paragraph (a)(2) of Rule 485. 
If appropriate, check the following box:
 (  ) this post-effective amendment designates a new effective date
for a previously filed 
      post-effective amendment.
FIDELITY GROWTH COMPANY FUND
FIDELITY EMERGING GROWTH FUND
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                   
1            ..............................   Cover Page                                            
 
2     a      ..............................   Expenses                                              
 
      b, c   ..............................   Contents; The Funds at a Glance; Who May Want         
                                              to Invest                                             
 
3     a      ..............................   Financial Highlights                                  
 
      b      ..............................   *                                                     
 
      c, d   ..............................   Performance                                           
 
4     a      i.............................   Charter                                               
 
             ii...........................    The Funds at a Glance; Investment Principles and      
                                              Risks                                                 
 
      b      ..............................   Investment Principles and Risks                       
 
      c      ..............................   Who May Want to Invest; Investment Principles         
                                              and Risks                                             
 
5     a      ..............................   Charter                                               
 
      b      i.............................   Cover Page; The Funds at a Glance; Charter; Doing     
                                              Business with Fidelity                                
 
             ii...........................    Charter                                               
 
             iii..........................    Expenses; Breakdown of Expenses                       
 
      c      ..............................   Charter                                               
 
      d      ..............................   Charter; Breakdown of Expenses                        
 
      e      ..............................   Cover Page; Charter                                   
 
      f      ..............................   Expenses                                              
 
      g      i.............................   Charter                                               
 
             ii............................   *                                                     
 
5A           ..............................   Performance                                           
 
6     a      i.............................   Charter                                               
 
             ii...........................    How to Buy Shares; How to Sell Shares;                
                                              Transaction Details; Exchange Restrictions            
 
             iii..........................    Charter                                               
 
      b      .............................    Charter                                               
 
      c      ..............................   Transaction Details; Exchange Restrictions            
 
      d      ..............................   *                                                     
 
      e      ..............................   Doing Business with Fidelity; How to Buy Shares;      
                                              How to Sell Shares; Investor Services                 
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
7     a      ..............................   Cover Page; Charter                                   
 
      b      ..............................   Expenses; How to Buy Shares; Transaction Details      
 
      c      ..............................   Sales Charge Reductions and Waivers                   
 
      d      ..............................   How to Buy Shares                                     
 
      e      ..............................   *                                                     
 
      f      ..............................   *                                                     
 
8            ..............................   How to Sell Shares; Investor Services; Transaction    
                                              Details; Exchange Restrictions                        
 
9            ..............................   *                                                     
 
</TABLE>
 
* Not Applicable
 
CROSS REFERENCE SHEET  
(CONTINUED)
FORM N-1A                                                   
 
ITEM NUMBER   STATEMENT OF ADDITIONAL INFORMATION SECTION   
 
 
<TABLE>
<CAPTION>
<S>      <C>     <C>                            <C>                                                
10, 11           ............................   Cover Page                                         
 
12               ............................   Description of the Trust                           
 
13       a - c   ............................   Investment Policies and Limitations                
 
         d       ............................   Portfolio Transactions                             
 
14       a - c   ............................   Trustees and Officers                              
 
15       a, b    ............................   *                                                  
 
         c       ............................   Trustees and Officers                              
 
16       a       i...........................   FMR; Portfolio Transactions                        
 
                 ii..........................   Trustees and Officers                              
 
                 iii.........................   Management Contracts                               
 
         b       ............................   Management Contracts                               
 
         c, d    ............................   Contracts with FMR Affiliates                      
 
         e - g   ............................   *                                                  
 
         h       ............................   Description of the Trust                           
 
         i       ............................   Contracts with FMR Affiliates                      
 
17       a - d   ............................   Portfolio Transactions                             
 
         e       ............................   *                                                  
 
18       a       ............................   Description of the Trust                           
 
         b       ............................   *                                                  
 
19       a       ............................   Additional Purchase and Redemption Information     
 
         b       ............................   Additional Purchase and Redemption Information;    
                                                Valuation                                          
 
         c       ............................   *                                                  
 
20               ............................   Distributions and Taxes                            
 
21       a, b    ............................   Contracts with FMR Affiliates                      
 
         c       ............................   *                                                  
 
22       a       ............................   *                                                  
 
         b       ............................   Performance                                        
 
23               ............................   Financial Statements                               
 
</TABLE>
 
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how
each fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a
copy of each fund's most recent financial report and portfolio
listing, or a copy of the Statement of Additional Information
   (SA    I) dated    January 28, 1998    . The SAI has been filed
with the Securities and Exchange Commission (SEC) and is available
along with other related materials on the SEC's Internet Web site
(http://www.sec.gov). The SAI is incorporated herein by reference
(legally forms a part of the prospectus). For a free copy of either
document, call Fidelity at 1-800-544-8888.
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.
LIKE ALL MUTUAL FUNDS, THESE 
SECURITIES HAVE NOT BEEN APPROVED 
OR DISAPPROVED BY THE SECURITIES 
AND EXCHANGE COMMISSION, NOR HAS 
THE SECURITIES AND EXCHANGE 
COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS 
PROSPECTUS. ANY REPRESENTATION TO 
THE CONTRARY IS A CRIMINAL OFFENSE.
GCF/FEG-pro-0198
 
FIDELITY
GROWTH 
COMPANY
FUND
(fund number 025, trading symbol FDGRX)
and
FIDELITY
EMERGING 
GROWTH
FUND
(fund number 324, trading symbol FDEGX)
Growth Company and Emerging Growth are growth funds. Each seeks to
increase the value of your investment over the long term by investing
mainly in equity securities of companies with growth potential.
PROSPECTUS
   JANUARY 28, 1998(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET,
BOSTON, MA 02109    
   CONTENTS
    
 
KEY FACTS                   THE FUNDS AT A GLANCE                        
 
                            WHO MAY WANT TO INVEST                       
 
                            EXPENSES Each fund's sales charge            
                            (load) and its yearly operating              
                            expenses.                                    
 
                            FINANCIAL HIGHLIGHTS A summary of            
                            each fund's financial data.                  
 
                            PERFORMANCE How each fund has done           
                            over time.                                   
 
THE FUNDS IN DETAIL         CHARTER How each fund is organized.          
 
                            INVESTMENT PRINCIPLES AND RISKS              
                            Each fund's overall approach to investing.   
 
                            BREAKDOWN OF EXPENSES How                    
                            operating costs are calculated and what      
                            they include.                                
 
YOUR ACCOUNT                DOING BUSINESS WITH FIDELITY                 
 
                            TYPES OF ACCOUNTS Different ways to          
                            set up your account, including               
                            tax-advantaged retirement plans.             
 
                            HOW TO BUY SHARES Opening an                 
                            account and making additional                
                            investments.                                 
 
                            HOW TO SELL SHARES Taking money out          
                            and closing your account.                    
 
                            INVESTOR SERVICES Services to help you       
                            manage your account.                         
 
SHAREHOLDER AND             DIVIDENDS, CAPITAL GAINS,                    
ACCOUNT POLICIES            AND TAXES                                    
 
                            TRANSACTION DETAILS Share price              
                            calculations and the timing of               
                            purchases and redemptions.                   
 
                            EXCHANGE RESTRICTIONS                        
 
                            SALES CHARGE REDUCTIONS                      
                            AND WAIVERS                                  
 
   KEY FACTS    
 
 
THE FUNDS AT A GLANCE
GOAL: Capital appreciation (increase in the value of a fund's shares).
As with any mutual fund, there is no assurance that a fund will
achieve its goal.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the
management arm of Fidelity Investments, which was established in 1946
and is now America's largest mutual fund manager. Foreign affiliates
of FMR may help choose investments for the funds.
GROWTH COMPANY
STRATEGY: Invests mainly in equity securities of companies that FMR
believes have above-average growth potential. 
SIZE: As of November 30, 19   97,     the fund had over $   10.5    
billion in assets.
EMERGING GROWTH
STRATEGY: Invests mainly in equity securities of companies that FMR
believes are in the developing stage of their life cycle, and offer
the potential for accelerated growth. 
SIZE: As of November 30, 19   97, t    he fund had over $   1.9    
billion in assets. 
WHO MAY WANT TO INVEST
These funds may be appropriate for investors who are willing to ride
out stock market fluctuations in pursuit of potentially high long-term
returns. Both funds are designed for those who want to pursue growth
wherever it may arise, and who understand that this strategy often
leads to investments in smaller        companies, particularly for
Emerging Growth.
The value of the funds' investments will vary from day to day, and
generally reflect market conditions, interest rates, and other
company, political, or economic news. In the short-term, stock prices
can fluctuate dramatically in response to these factors. The
securities of small, less well-known companies may be more volatile
than those of larger companies. Over time, however, stocks have shown
greater growth potential than other types of securities. When you sell
your shares, they may be worth more or less than what you paid for
them. By themselves, the funds do not constitute a balanced investment
plan.
THE SPECTRUM OF 
FIDELITY FUNDS 
BROAD CATEGORIES OF FIDELITY 
FUNDS ARE PRESENTED HERE IN 
ORDER OF ASCENDING RISK. 
GENERALLY, INVESTORS SEEKING TO 
MAXIMIZE RETURN MUST ASSUME 
GREATER RISK. THE FUNDS IN THIS 
PROSPECTUS ARE IN THE GROWTH 
CATEGORY. 
(SOLID BULLET) MONEY MARKET SEEKS 
INCOME AND STABILITY BY 
INVESTING IN HIGH-QUALITY, 
SHORT-TERM INVESTMENTS.
(SOLID BULLET) INCOME SEEKS INCOME BY 
INVESTING IN BONDS. 
(SOLID BULLET) GROWTH AND INCOME SEEKS 
LONG-TERM GROWTH AND INCOME 
BY INVESTING IN STOCKS AND 
BONDS.
(RIGHT ARROW) GROWTH SEEKS LONG-TERM 
GROWTH BY INVESTING MAINLY IN 
STOCKS. 
(CHECKMARK)
EXPENSES 
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell shares of a fund. In addition, you may be charged an annual
account maintenance fee if your account balance falls below $2,500.
Lower sales charges may be available for accounts over $250,000. See
"Transaction Details," page , and "   Sales Charge Reductions and
Waivers    ," page , for an explanation of how and when these charges
apply.
Maximum sales charge on purchases                                     
(as a % of offering price)                                            
 
for Emerging Growth only                                     3.00%    
 
Sales charge on                                              None     
reinvested distributions                                              
 
Deferred sales charge on redemptions                         None     
 
Redemption fee (Short-term trading fee)                               
on shares held less than 90 days                                      
(as a % of amount redeemed)                                           
 
for Emerging Growth only                                     0.75%    
 
Annual account maintenance fee (for accounts under $2,500)   $12.00   
 
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets.
Each fund pays a management fee    to FMR     that varies based on its
performance. It also incurs other expenses for services such as
maintaining shareholder records and furnishing shareholder statements
and financial reports. A fund's expenses are factored into its share
price or dividends and are not charged directly to shareholder
accounts (see "   Breakdown of Expens    es" page ).
UNDERSTANDING
EXPENSES
Operating a mutual fund 
involves a variety of expenses 
for portfolio management, 
shareholder statements, tax 
reporting, and other services. 
These expenses are paid from 
each fund's assets, and their 
effect is already factored into 
any quoted share price or 
return. Also, as an investor, 
you may pay certain expenses 
directly (for example, a fund's 
3% sales charge).
(checkmark)
The following figures are based on historical expenses,    adjusted to
reflect current fees, of each     fund and are calculated as a
percentage of average net    assets of th    e fund. A portion of the
brokerage commissions that a fund pays is used to reduce that
fu   nd's     expenses. In addition, each fund has entered into
arrangements with its custodian and transfer agent whereby    credits
real    ized as a result of uninvested cash balances are used to
reduce custodian and transfer agent expenses. Including these
reductions, the total fund operating expenses presented in the table
would have be   en 0.68% for Growth Company and 1.05% f    or Emerging
Growth.
GROWTH COMPANY
Management fee                     0.47    %   
 
12b-1 fee                       None           
 
Other expenses                     0.24    %   
 
Total fund operating expenses      0.71    %   
 
EMERGING GROWTH
Management fee                     0.77    %   
 
12b-1 fee                       None           
 
Other expenses                     0.32    %   
 
Total fund operating expenses      1.09    %   
 
EXAMPLES: Let's say, hypothetically, that each fund's annual return is
5% and that    your shareholder transaction expenses and     each
fund's annual operating expenses are exactly as just described. For
every $1,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years
indicated:
GROWTH COMPANY
1 year     $    7        
 
3 years    $    23       
 
5 years    $    40       
 
10 years   $    88       
 
EMERGING GROWTH
1 year     $    41        
 
3 years    $    64        
 
5 years    $    88        
 
10 years   $    159       
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected expenses or returns, all of which may vary.
FINANCIAL HIGHLIGHTS
T   he financial highlights tables that follow have been audited by
Coopers & Lybrand L.L.P., independent accountants. Th    e funds'
financial statements, and repo   rt of the auditor are included in
each fund's Annual Report, and are incorporated by reference into (are
legally a part of) the funds' SAI. Contact Fidelity for a free copy of
an Annual Report or the     SAI.
   FIDELITY GROWTH COMPANY FUND     
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>        <C>        <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>       
   Selected Per-Share Data and Ratios                                                  
 
Years ended November 
30                    1997       1996       1995      1994      1993      1992C     1991      1990      1989      1988      
 
Net asset value,      $ 43.54    $ 38.42    $ 28.25   $ 30.91   $ 28.13   $ 25.62   $ 18.64   $ 20.51   $ 14.49   $ 11.90   
beginning of period                                                                                                        
 
Income from Investment Operations
 
 Net investment 
income                .24D       .34        .20       .12       .07       .13D      .19       .29       .25       .09      
 
 Net realized and     5.80       6.72       11.00     .28       3.99      4.52      6.79      (.32)     6.18      3.23     
 unrealized gain (loss)                                                             
 
 Total from 
investment            6.04       7.06       11.20     .40       4.06      4.65      6.98      (.03)     6.43      3.32     
operations                     
 
Less Distributions 
 
 From net investment 
income                 (.28)      (.14)E     (.22)     (.07)     (.07)     (.10)     --        (.14)     (.11)     (.01)    
 
 From net realized 
gain                   (1.46)     (1.80)E    (.81)     (2.99)    (1.21)    (2.04)    --        (1.70)    (.30)     (.72)    
 
 Total distributions   (1.74)     (1.94)     (1.03)    (3.06)    (1.28)    (2.14)    --        (1.84)    (.41)     (.73)    
 
Net asset value, end 
of period             $ 47.84    $ 43.54    $ 38.42   $ 28.25   $ 30.91   $ 28.13   $ 25.62   $ 18.64   $ 20.51   $ 14.49   
 
Total returnA,B       14.63%     19.55%     41.22%    1.23%     15.04%    19.25%    37.45%    .20%      45.24%    28.81%   
 
Net assets, end of 
period                $ 10,524   $ 9,607    $ 6,186   $ 2,979   $ 2,423   $ 1,752   $ 1,133   $ 535     $ 283     $ 129     
(In millions)                               
 
Ratio of expenses 
to                     .71%       .88%       .96%      1.06%     1.08%     1.09%     1.07%     1.14%     1.01%     1.03%    
average net assets                                                                  
 
Ratio of expenses to 
average net            .68%F      .85%F      .95%F     1.05%F    1.07%F    1.09%     1.07%     1.14%     .95%H     1.03%    
assets after expense reductions                                                     
 
Ratio of net 
investment             .54%       .96%       .76%      .64%      .43%      .52%      .75%      1.51%     1.42%     .70%     
income to average net assets                                                        
 
Portfolio turnover 
rate                   93%        78%        97%       135%      159%      250%      174%      189%      269%      257%     
 
Average commission 
rateG                 $ .0444     .0414                                                                                     
 
</TABLE>
 
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE.
C AS OF DECEMBER 1, 1991, THE FUND DISCONTINUED THE USE OF
EQUALIZATION ACCOUNTING.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK
TO TAX DIFFERENCES.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
G FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
H FSC AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
FIDELITY EMERGING GROWTH FUND
 
 
 
<TABLE>
<CAPTION>
<S>                                  <C>      <C>        <C>       <C>       <C>       <C>      <C>               
Selected Per-Share Data and Ratios
 
Years ended November 30              1997      1996      1995      1994      1993      1992      1991F      
 
Net asset value,                    $ 26.37   $ 24.41   $ 16.58   $ 19.63   $ 16.92   $ 14.81   $ 10.00    
beginning of period             
 
Income from Investment                                                                                      
Operations                      
 
 Net investment income (loss)         (.17)C    (.07)C    (.14)C    (.07)C    (.03)     .09       (.01)     
 
 Net realized and                    3.79      3.10      7.99      .34       3.29      2.50      4.80      
 unrealized gain (loss)         
 
 Total from investment               3.62      3.03      7.85      .27       3.26      2.59      4.79      
 operations                    
 
Less Distributions                                                                                          
 
 From net investment income           --        --        --        --        (.02)     --        --        
 
 From net realized gain               (.32)     (1.08)    (.04)     (3.33)    (.54)     (.50)     --        
 
 Total distributions                  (.32)     (1.08)    (.04)     (3.33)    (.56)     (.50)     --        
 
Redemption fees added                .01       .01       .02       .01       .01       .02       .02       
to paid in capital              
 
Net asset value, end of period       $ 29.68   $ 26.37   $ 24.41   $ 16.58   $ 19.63   $ 16.92   $ 14.81    
 
Total returnA,B                       13.98%    13.27%    47.59%    1.27%     19.85%    18.03%    48.10%    
 
Net assets, end of period           $ 1,978   $ 1,939   $ 1,332   $ 611     $ 634     $ 615     $ 530      
(In millions)                   
 
Ratio of expenses to                 1.09%     1.10%     1.10%     1.04%     1.20%     1.09%     1.31%G    
average net assets              
 
Ratio of expenses to average          1.05%D    1.09%D    1.09%D    1.02%D    1.19%D    1.09%     1.31%G    
net assets after expense       
reductions                      
 
Ratio of net investment income        (.60)%    (.31)%    (.66)%    (.41)%    (.20)%    .56%      (.10)%G   
(loss) to average net assets    
 
Portfolio turnover rate               212%      105%      102%      180%      332%      531%      326%G     
 
Average commission rateE             $ .0408   $ .0405                                                          
 
</TABLE>
 
   A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.    
   B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.    
   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.    
   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 FOR THE PERIOD DECEMBER 28, 1990 (COMMENCEMENT OF OPERATIONS) TO
NOVEMBER 30, 1991.    
   G ANNUALIZED    
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The
total returns that follow are based on historical fund results and do
not reflect the effect of taxes.
Each fund's fiscal year runs from December 1 through November 30. The
tables below show each fund's performance over past fiscal years
compared to different measures, including a comparative index and a
competitive funds average. The charts on page         present calendar
year performance.
AVERAGE ANNUAL TOTAL RETURNS
 
<TABLE>
<CAPTION>
<S>                                               <C>              <C>              <C>                      
Fiscal periods ended                              Past 1           Past 5           Past 10                  
November 30, 1997                                 year             years            years   /Lif             
                                                                                       e of                  
                                                                                       Fund                  
 
Growth Company                                        14.63    %       17.65    %       21.35    %           
 
S&P 500                                               28.51    %       20.15    %       18.69    %           
 
Lipper Growth Funds Average                           22.00    %       16.55    %       16.76    %           
 
Emerging Growth                                       13.98    %       18.26    %       22.34    %   A       
 
Emerging Growth                                       10.56    %       17.54    %       21.80    %A          
(load adj.B)                                                                                                 
 
Russell 2000 Index   (registered trademark)           23.41    %       16.80    %       20.68    %           
 
Lipper Mid Cap Funds Average                          17.72    %       15.86    %      n/a                   
 
</TABLE>
 
CUMULATIVE TOTAL RETURNS
 
<TABLE>
<CAPTION>
<S>                            <C>              <C>               <C>                       
Fiscal periods ended           Past 1           Past 5            Past 10                   
November 30, 1997              year             years             years   /Lif              
                                                                     e of                   
                                                                     Fund                   
 
Growth Company                     14.63    %       125.40    %       592.52    %           
 
S&P 500                            28.51    %       150.41    %       456.23    %           
 
Lipper Growth Funds Average        22.00    %       118.19    %       390.30    %           
 
Emerging Growth                    13.98    %       131.27    %       304.28    %   A       
 
Emerging Growth                    10.56    %       124.33    %       292.15    %A          
(load adj.B)                                                                                
 
Russell 2000 Index                 23.41    %       117.34    %       267.93    %           
 
Lipper Mid Cap Funds Average       17.72    %       110.24    %      n/a                    
 
</TABLE>
 
A FROM DECEMBER 28, 1990 (COMMENCEMENT OF OPERATIONS)
B LOAD-ADJUSTED RETURNS INCLUDE THE EFFECT OF THE FUND'S 3.00% SALES
CHARGE.       
UNDERSTANDING
PERFORMANCE
Because these funds invest in 
stocks, their performance is 
related to that of the overall 
stock market. Historically, stock 
market performance has been 
characterized by volatility in 
the short run and growth in the 
long run. You can see these 
two characteristics reflected in 
the fund's performance; the 
year-by-year total returns on 
page  show that short-term 
returns can vary widely, while 
the returns in the mountain 
chart show long-term growth. 
(checkmark)
EXAMPLE: Let's say, hypothetically, that you had $10,000 invested in
Growth Company on November 30,    19    87, and you put $10,000 in
Emerging Growth on December 28, 1990. The charts below show the growth
in value of your $10,000 investment in each fund through November 30,
   1997    , including the effect of Emerging Growth's 3% sales
charge.
GROWTH COMPANY
 FISCAL YEARS 1987 1992 1997
ROW: 1, COL: 1, VALUE: 10000.0
ROW: 2, COL: 1, VALUE: 11574.07
ROW: 3, COL: 1, VALUE: 11618.51
ROW: 4, COL: 1, VALUE: 12329.67
ROW: 5, COL: 1, VALUE: 12471.9
ROW: 6, COL: 1, VALUE: 12329.67
ROW: 7, COL: 1, VALUE: 12267.44
ROW: 8, COL: 1, VALUE: 13307.51
ROW: 9, COL: 1, VALUE: 13031.94
ROW: 10, COL: 1, VALUE: 12498.57
ROW: 11, COL: 1, VALUE: 13200.84
ROW: 12, COL: 1, VALUE: 13058.6
ROW: 13, COL: 1, VALUE: 12880.81
ROW: 14, COL: 1, VALUE: 13433.28
ROW: 15, COL: 1, VALUE: 14373.61
ROW: 16, COL: 1, VALUE: 14348.23
ROW: 17, COL: 1, VALUE: 14840.79
ROW: 18, COL: 1, VALUE: 15853.29
ROW: 19, COL: 1, VALUE: 17093.82
ROW: 20, COL: 1, VALUE: 16473.55
ROW: 21, COL: 1, VALUE: 17577.26
ROW: 22, COL: 1, VALUE: 18297.87
ROW: 23, COL: 1, VALUE: 18817.8
ROW: 24, COL: 1, VALUE: 18626.24
ROW: 25, COL: 1, VALUE: 18708.34
ROW: 26, COL: 1, VALUE: 19027.08
ROW: 27, COL: 1, VALUE: 17578.93
ROW: 28, COL: 1, VALUE: 18353.28
ROW: 29, COL: 1, VALUE: 19338.83
ROW: 30, COL: 1, VALUE: 19057.25
ROW: 31, COL: 1, VALUE: 21058.51
ROW: 32, COL: 1, VALUE: 21299.87
ROW: 33, COL: 1, VALUE: 20636.13
ROW: 34, COL: 1, VALUE: 18494.08
ROW: 35, COL: 1, VALUE: 16854.85
ROW: 36, COL: 1, VALUE: 16935.3
ROW: 37, COL: 1, VALUE: 18745.49
ROW: 38, COL: 1, VALUE: 19710.92
ROW: 39, COL: 1, VALUE: 21933.43
ROW: 40, COL: 1, VALUE: 23351.41
ROW: 41, COL: 1, VALUE: 24618.54
ROW: 42, COL: 1, VALUE: 24397.3
ROW: 43, COL: 1, VALUE: 25694.6
ROW: 44, COL: 1, VALUE: 23964.86
ROW: 45, COL: 1, VALUE: 25865.56
ROW: 46, COL: 1, VALUE: 26981.84
ROW: 47, COL: 1, VALUE: 26820.94
ROW: 48, COL: 1, VALUE: 26760.6
ROW: 49, COL: 1, VALUE: 25764.99
ROW: 50, COL: 1, VALUE: 29237.26
ROW: 51, COL: 1, VALUE: 29566.27
ROW: 52, COL: 1, VALUE: 29817.48
ROW: 53, COL: 1, VALUE: 28277.45
ROW: 54, COL: 1, VALUE: 27731.34
ROW: 55, COL: 1, VALUE: 27698.58
ROW: 56, COL: 1, VALUE: 26715.58
ROW: 57, COL: 1, VALUE: 27665.81
ROW: 58, COL: 1, VALUE: 26912.18
ROW: 59, COL: 1, VALUE: 27338.15
ROW: 60, COL: 1, VALUE: 28812.64
ROW: 61, COL: 1, VALUE: 30724.01
ROW: 62, COL: 1, VALUE: 31559.54
ROW: 63, COL: 1, VALUE: 32326.02
ROW: 64, COL: 1, VALUE: 31422.67
ROW: 65, COL: 1, VALUE: 32543.28
ROW: 66, COL: 1, VALUE: 32188.8
ROW: 67, COL: 1, VALUE: 33995.49
ROW: 68, COL: 1, VALUE: 34121.27
ROW: 69, COL: 1, VALUE: 33572.41
ROW: 70, COL: 1, VALUE: 34944.57
ROW: 71, COL: 1, VALUE: 35927.96
ROW: 72, COL: 1, VALUE: 36419.66
ROW: 73, COL: 1, VALUE: 35344.78999999999
ROW: 74, COL: 1, VALUE: 36668.89
ROW: 75, COL: 1, VALUE: 37858.35000000001
ROW: 76, COL: 1, VALUE: 37250.38000000001
ROW: 77, COL: 1, VALUE: 35515.16
ROW: 78, COL: 1, VALUE: 35933.13
ROW: 79, COL: 1, VALUE: 35730.48
ROW: 80, COL: 1, VALUE: 34083.91
ROW: 81, COL: 1, VALUE: 34869.2
ROW: 82, COL: 1, VALUE: 36642.42
ROW: 83, COL: 1, VALUE: 35907.8
ROW: 84, COL: 1, VALUE: 37073.06
ROW: 85, COL: 1, VALUE: 35781.14
ROW: 86, COL: 1, VALUE: 35853.21
ROW: 87, COL: 1, VALUE: 35458.64
ROW: 88, COL: 1, VALUE: 36931.7
ROW: 89, COL: 1, VALUE: 38378.45
ROW: 90, COL: 1, VALUE: 40035.64
ROW: 91, COL: 1, VALUE: 41456.09
ROW: 92, COL: 1, VALUE: 44533.73
ROW: 93, COL: 1, VALUE: 47848.12
ROW: 94, COL: 1, VALUE: 48439.97
ROW: 95, COL: 1, VALUE: 49807.81000000001
ROW: 96, COL: 1, VALUE: 49531.61
ROW: 97, COL: 1, VALUE: 50531.19
ROW: 98, COL: 1, VALUE: 50055.73
ROW: 99, COL: 1, VALUE: 51267.83
ROW: 100, COL: 1, VALUE: 52461.07
ROW: 101, COL: 1, VALUE: 52863.45
ROW: 102, COL: 1, VALUE: 54500.69
ROW: 103, COL: 1, VALUE: 55999.18
ROW: 104, COL: 1, VALUE: 55236.06
ROW: 105, COL: 1, VALUE: 51850.58
ROW: 106, COL: 1, VALUE: 53071.57
ROW: 107, COL: 1, VALUE: 56692.92
ROW: 108, COL: 1, VALUE: 56942.67
ROW: 109, COL: 1, VALUE: 60411.4
ROW: 110, COL: 1, VALUE: 58468.28999999999
ROW: 111, COL: 1, VALUE: 61898.37
ROW: 112, COL: 1, VALUE: 60610.03
ROW: 113, COL: 1, VALUE: 56875.28
ROW: 114, COL: 1, VALUE: 59003.21999999999
ROW: 115, COL: 1, VALUE: 63403.85000000001
ROW: 116, COL: 1, VALUE: 65806.83
ROW: 117, COL: 1, VALUE: 71452.38000000001
ROW: 118, COL: 1, VALUE: 68788.83
ROW: 119, COL: 1, VALUE: 72103.78
ROW: 120, COL: 1, VALUE: 67949.23999999999
ROW: 121, COL: 1, VALUE: 69252.06
$
$69,252
EMERGING GROWTH
 FISCAL YEARS 1991 1994 1997
ROW: 1, COL: 1, VALUE: 9700.0
ROW: 2, COL: 1, VALUE: 9758.200000000001
ROW: 3, COL: 1, VALUE: 11203.5
ROW: 4, COL: 1, VALUE: 11804.9
ROW: 5, COL: 1, VALUE: 12648.8
ROW: 6, COL: 1, VALUE: 12580.9
ROW: 7, COL: 1, VALUE: 13434.5
ROW: 8, COL: 1, VALUE: 12493.6
ROW: 9, COL: 1, VALUE: 13754.6
ROW: 10, COL: 1, VALUE: 14647.0
ROW: 11, COL: 1, VALUE: 14753.7
ROW: 12, COL: 1, VALUE: 14967.1
ROW: 13, COL: 1, VALUE: 14365.7
ROW: 14, COL: 1, VALUE: 16305.88
ROW: 15, COL: 1, VALUE: 16354.92
ROW: 16, COL: 1, VALUE: 16104.38
ROW: 17, COL: 1, VALUE: 15072.18
ROW: 18, COL: 1, VALUE: 14621.22
ROW: 19, COL: 1, VALUE: 14801.6
ROW: 20, COL: 1, VALUE: 14060.02
ROW: 21, COL: 1, VALUE: 14741.47
ROW: 22, COL: 1, VALUE: 14280.49
ROW: 23, COL: 1, VALUE: 14731.45
ROW: 24, COL: 1, VALUE: 15753.63
ROW: 25, COL: 1, VALUE: 16956.2
ROW: 26, COL: 1, VALUE: 17668.44
ROW: 27, COL: 1, VALUE: 18231.12
ROW: 28, COL: 1, VALUE: 17527.13
ROW: 29, COL: 1, VALUE: 18034.42
ROW: 30, COL: 1, VALUE: 17899.83
ROW: 31, COL: 1, VALUE: 19463.09
ROW: 32, COL: 1, VALUE: 19659.79
ROW: 33, COL: 1, VALUE: 19587.32
ROW: 34, COL: 1, VALUE: 20343.07
ROW: 35, COL: 1, VALUE: 20664.0
ROW: 36, COL: 1, VALUE: 21160.93
ROW: 37, COL: 1, VALUE: 20322.36
ROW: 38, COL: 1, VALUE: 21180.19
ROW: 39, COL: 1, VALUE: 21797.79
ROW: 40, COL: 1, VALUE: 21673.66
ROW: 41, COL: 1, VALUE: 20519.22
ROW: 42, COL: 1, VALUE: 20606.11
ROW: 43, COL: 1, VALUE: 19811.66
ROW: 44, COL: 1, VALUE: 18421.37
ROW: 45, COL: 1, VALUE: 19116.51
ROW: 46, COL: 1, VALUE: 20519.22
ROW: 47, COL: 1, VALUE: 20419.91
ROW: 48, COL: 1, VALUE: 21400.57
ROW: 49, COL: 1, VALUE: 20581.29
ROW: 50, COL: 1, VALUE: 21142.37
ROW: 51, COL: 1, VALUE: 20582.39
ROW: 52, COL: 1, VALUE: 21540.58
ROW: 53, COL: 1, VALUE: 22448.99
ROW: 54, COL: 1, VALUE: 23208.08
ROW: 55, COL: 1, VALUE: 24166.27
ROW: 56, COL: 1, VALUE: 26841.73
ROW: 57, COL: 1, VALUE: 30002.51
ROW: 58, COL: 1, VALUE: 30425.6
ROW: 59, COL: 1, VALUE: 31134.91
ROW: 60, COL: 1, VALUE: 30761.59
ROW: 61, COL: 1, VALUE: 30375.83
ROW: 62, COL: 1, VALUE: 28741.54
ROW: 63, COL: 1, VALUE: 29135.09
ROW: 64, COL: 1, VALUE: 30883.45
ROW: 65, COL: 1, VALUE: 30883.45
ROW: 66, COL: 1, VALUE: 32853.63
ROW: 67, COL: 1, VALUE: 34132.28
ROW: 68, COL: 1, VALUE: 32827.53
ROW: 69, COL: 1, VALUE: 29604.8
ROW: 70, COL: 1, VALUE: 30857.36
ROW: 71, COL: 1, VALUE: 33492.95
ROW: 72, COL: 1, VALUE: 32631.82
ROW: 73, COL: 1, VALUE: 34406.28
ROW: 74, COL: 1, VALUE: 33282.38000000001
ROW: 75, COL: 1, VALUE: 35594.57
ROW: 76, COL: 1, VALUE: 33771.24
ROW: 77, COL: 1, VALUE: 31591.17
ROW: 78, COL: 1, VALUE: 32304.65
ROW: 79, COL: 1, VALUE: 35317.11
ROW: 80, COL: 1, VALUE: 36321.26
ROW: 81, COL: 1, VALUE: 40033.98
ROW: 82, COL: 1, VALUE: 39558.33
ROW: 83, COL: 1, VALUE: 42015.87
ROW: 84, COL: 1, VALUE: 38858.07
ROW: 85, COL: 1, VALUE: 39214.81000000001
$
$39,215
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated
period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate
of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the
entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
STANDARD & POOR'S 500 INDEX (S&P 500(registered trademark)) is a
widely recognized, unmanaged index of common stocks. 
RUSSELL 2000 INDEX is an unmanaged index of 2,000 small    company
stocks.    
Unlike the fund's returns, the total returns of each comparative index
do not include the effect of any brokerage commissions, transaction
fees, or other costs of investing.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S.    G    overnment.
T   HE COMPETITIVE FUNDS AVERAGES are the Lipper Growth Funds Average
and the Lipper Mid Cap Funds Average for Growth Company and Emerging
Growth, respectively. As of November 30, 1997, the averages reflected
the performance of 791 and 220 mutual funds with similar investment
objectives, respectively. These averages, published by Lipper
Analytical Services, Inc., exclude the effect of sales loa    ds.
Other illustrations of    equity     fund performance may show moving
averages over specified periods.
YEAR-BY-YEAR TOTAL RETURNS
Calendar years     1991 1992 1993 1994 1995 1996
EMERGING GROWTH     67.10% 8.36% 19.88% -0.18% 35.94%    15.80    %
Russell 2000 Index     46.05% 18.41% 18.91% -1.82% 28.44%
   16.49    %
Lipper Mid Cap Funds Average     51.23% 9.11% 14.73% -2.05% 32.17%
   17.92    %
Consumer Price Index     3.06% 2.90% 2.75% 2.67% 2.54%    3.32    %
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: 67.09999999999999
Row: 6, Col: 1, Value: 8.360000000000001
Row: 7, Col: 1, Value: 19.88
Row: 8, Col: 1, Value: -0.18
Row: 9, Col: 1, Value: 35.94
Row: 10, Col: 1, Value: 15.8
(LARGE SOLID BOX) Emerging Growth
YEAR-BY-YEAR TOTAL RETURNS
Calendar years  1987 1988 1989 1990 1991 1992 1993 1994 1995  1996
GROWTH COMPANY    -    1.70% 16.06% 41.64% 3.59% 48.33% 7.94% 16.19%
- -2.22% 39.61%    16.81    %
S&P 500 5.10% 16.61% 31.69% -3.10% 30.47% 7.62% 10.08% 1.32% 37.58%
   22.96    %
Lipper Growth Funds Average 3.08% 14.79% 26.91% -4.49% 36.70% 8.08%
10.63% -2.17% 30.79%    19.24    %
Consumer Price Index 4.43% 4.42% 4.65% 6.11% 3.06% 2.90% 2.75% 2.67%
2.54%    3.32    %
Percentage (%)
Row: 1, Col: 1, Value: -1.7
Row: 2, Col: 1, Value: 16.06
Row: 3, Col: 1, Value: 41.64
Row: 4, Col: 1, Value: 3.59
Row: 5, Col: 1, Value: 48.33
Row: 6, Col: 1, Value: 7.94
Row: 7, Col: 1, Value: 16.19
Row: 8, Col: 1, Value: -2.22
Row: 9, Col: 1, Value: 39.61
Row: 10, Col: 1, Value: 16.81
(LARGE SOLID BOX) Growth Company
The funds' recent strategies, performance, and holdings are detailed
twice a year in financial reports, which are sent to all shareholders.
For current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF
FUTURE PERFORMANCE.
   THE FUNDS IN DETAIL    
 
 
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. Each fund is a
diversified fund of Fidelity Mt. Vernon Street Trust, an open-end
management investment company organized as a Massachusetts business
trust on October 12, 1982.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet    periodically     throughout the year to oversee
the funds' activities, review contractual arrangements with companies
that provide services to the funds, and review the funds' performance.
   The trustees serve as trustees for other Fidelity funds    . The
majority of trustees are not otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL    SHAREHOLDER     MEETINGS AND MAIL PROXY
MATERIALS. These meetings may be called to elect or remove trustees,
change fundamental policies, approve a management contract, or for
other purposes. Shareholders not attending these meetings are
encouraged to vote by proxy. Fidelity will mail proxy materials in
advance, including a voting card and information about the proposals
to be voted on. The number of votes you are entitled to is based upon
the dollar value of your investment.
FMR AND ITS AFFILIATES
The funds are managed by FMR, which chooses their investments and
handles their business affairs. Fidelity Management & Research (U.K.)
Inc. (FMR U.K.), in London, England, and Fidelity Management &
Research (Far East) Inc. (FMR Far East), in Tokyo, Japan, assist FMR
with foreign investments.
Steven Wymer is Vice President and manager of Growth Company, which he
has managed since January 1997. Previously, he managed other Fidelity
funds. Since joining Fidelity in 1989, Mr. Wymer has worked as an
analyst, portfolio assistant and manager.
   Erin Sullivan is manager of Emerging Growth, which she has managed
since April 1997. Previously, she managed other Fidelity funds. Ms.
Sullivan joined Fidelity as a research associate in 1991, after
receiving a bachelor of arts degree from Harvard University. Since
then, she has worked as an analyst, manager and se    ctor leader. 
Fidelity investment personnel may invest in securities for their own
   accounts     pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets
Fidelity's funds and services.
Fidelity Service Company, Inc.        (FSC) performs transfer agent
servicing functions for each fund.
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR Far
East. Members of the Edward C. Johnson 3d family are the predominant
owners of a class of shares of common stock representing approximately
49% of the voting power of FMR Corp. Under the Investment Company Act
of 1940 (the 1940 Act), control of a company is presumed where one
individual or group of individuals owns more than 25% of the voting
stock of that company; therefore, the Johnson family may be deemed
under the 1940 Act to form a controlling group with respect to FMR
Corp.
FMR may use its broker-dealer affiliates and other firms that sell
fund shares to carry out a fund's transactions, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers. 
INVESTMENT PRINCIPLES AND RISKS
GROWTH COMPANY seeks capital appreciation by investing primarily in
common stocks and securities convertible into common stock of
companies that FMR believes have above-average growth potential.
Growth may be measured by factors such as earnings or gross sales.
EMERGING GROWTH seeks capital appreciation by investing in equity
securities of emerging growth companies. Under normal conditions, FMR
invests at least 65% of its total assets in these securities. FMR
considers emerging growth companies to be those in the developing
stages of their life cycle that offer the potential for accelerated
earnings or revenue growth. Although FMR focuses on companies with
market capitalization of $   5     billion or less, emerging growth
companies can be any size.
Companies with strong growth potential often have new products,
technologies, distribution channels, or other opportunities.
   Often    , these domestic and foreign companies    are     small
and mid-sized companies that have higher than average price/earnings
(P/E) ratios. A high P/E ratio means that the stock is more expensive
than average relative to the company's earnings.    However, companies
with strong growth potential may also be larger companies that hold a
strong industry or market position.    
The value of the funds' domestic and foreign investments varies in
response to many factors. Stock values fluctuate in response to the
activities of individual companies and general market and economic
conditions. Investments in foreign securities may involve risks in
addition to those of U.S. investments, including increased political
and economic risk, as well as exposure to currency fluctuations.
FMR may use various investment techniques to hedge a portion of the
funds' risks, but there is no guarantee that these strategies will
work as FMR intends. Also, as mutual funds, each fund seeks to spread
investment risk by diversifying its holdings among many companies and
industries. Of course, when you sell your shares of a fund, they may
be worth more or less than what you paid for them.
FMR normally invests each fund's assets according to its investment
strategy. Each fund also reserves the right to invest without
limitation in preferred stocks and investment-grade debt instruments
for temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. Any restrictions listed supplement those discussed earlier in
this section. A complete listing of each fund's limitations and more
detailed information about each fund's investments are contained in a
fund's SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these
techniques unless it believes that they are consistent with a fund's
investment objective and policies and that doing so will help a fund
achieve its goal. Fund holdings and recent investment strategies are
detailed in each fund's financial reports, which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-544-8888.
EQUITY SECURITIES may include common stocks, preferred stocks,
convertible securities, and warrants. Common stocks, the most familiar
type, represent an equity (ownership) interest in a corporation.
Although equity securities have a history of long-term growth in
value, their prices fluctuate based on changes in a company's
financial condition and on overall market and economic conditions.
Smaller companies are especially sensitive to these factors.
RESTRICTIONS: With respect to 75% of total assets, each fund may not
purchase more than 10% of the outstanding voting securities of a
single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers
to borrow money from investors. The issuer    generally     pays the
investor a fixed, variable, or floating    rate of interes    t, and
must repay the amount borrowed at maturity. Some debt securities, such
as zero coupon bonds, do not pay current interest, but are    sol    d
at a discount from their face values. 
   Debt securities have varying levels of sensitivity to changes in
interest rates and varying degrees of credit quality. In general, bond
prices rise when interest rates fall, and fall when interest rates
rise. Longer-term bonds and zero coupon bonds are generally more
sensitive to interest r    ate changes.
I   n addition, bond prices are also affected by the credit quality of
the issuer. Investment-grade debt securities are medium- and
high-quality securities. Some, however, may possess speculative
characteristics, and may be more sensitive to economic changes and to
cha    nges in the financial condition of issuers. 
RESTRICTIONS: Purchase of a debt security is consistent with a fund's
debt quality policy if it is rated at or above the stated level by
Moody's or rated in the equivalent categories by S&P, or is unrated
but judged to be of equivalent quality by FMR. Each fund currently
intends to limit its investments in lower than Baa-quality debt
securities to 5% of its assets.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve additional risks and considerations. These
include risks relating to political or economic conditions in foreign
countries, fluctuations in foreign currencies, withholding or other
taxes, operational risks, increased regulatory burdens, and the
potentially less stringent investor protection and disclosure
standards of foreign markets. Additionally, governmental issuers of
foreign debt securities may be unwilling to pay interest and repay
principal when due and may require that the conditions for payment be
renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile than U.S.
investments.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a
security at one price and simultaneously agrees to sell it back at a
higher price. Delays or losses could result if the other party to the
agreement defaults or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices,
interest rates, currency exchange rates, commodity prices, or other
factors that affect security values. These techniques may involve
derivative transactions such as buying and selling options and futures
contracts, entering into currency exchange contracts or swap
agreements, p   urchasing indexed securities, and selling
sec    urities short.
FMR can use these practices to adjust the risk and return
characteristics of a fund's portfolio of investments. If FMR judges
market conditions incorrectly or employs a strategy that does not
correlate well with a fund's investments, these techniques could
result in a loss, regardless of whether the intent was to reduce risk
or increase return. These techniques may increase the volatility of a
fund and may involve a small investment of cash relative to the
magnitude of the risk assumed. In addition, these techniques could
result in a loss if the counterparty to the transaction does not
perform as promised.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined
by FMR, under the supervision of the Board of Trustees, to be
illiquid, which means that they may be difficult to sell promptly at
an acceptable price. The sale of some illiquid securities and some
other securities may be subject to legal restrictions. Difficulty in
selling securities may result in a loss or may be costly to a fund. 
RESTRICTIONS: A fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include    securities     of closed-end
investment companies and real estate-related instruments.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to
funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income while maintaining a stable $1.00
share price. A major change in interest rates or a default on the
money market fund's investments could cause its share price to change.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce
the risks of investing. This may include limiting the amount of money
invested in any one issuer or, on a broader scale, in any one
industry. 
RESTRICTIONS: With respect to 75% of its total assets, each fund may
not purchase a security if, as a result, more than 5% would be
invested in the securities of any issuer.    This limitation does    
not apply to U.S. Government securities.
   A fund may not invest more than 25% of its total assets in any one
industry. This limitation does not apply to U.S. Government
securiti    es.
BORROWING. Each fund may borrow from banks or from other funds advised
by FMR, or through reverse repurchase agreements. If a fund borrows
money, its share price may be subject to greater fluctuation until the
borrowing is paid off. If a fund makes additional investments while
borrowings are outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
LENDING securities to broker-dealers and institutions, including
Fidelity Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a
means of earning income. This practice could result in a loss or a
delay in recovering a fund's securities. A fund may also lend money to
other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a
fund's total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages
are fundamental, that is, subject to change only by shareholder
approval. The following paragraphs restate all those that are
fundamental. All policies stated throughout this prospectus, other
than those identified in the following paragraphs, can be changed
without shareholder approval. 
GROWTH COMPANY seeks capital appreciation. It will seek to do so
primarily by investments in the common stock and securities
convertible into common stock of companies that in FMR's judgment are
experiencing or have the potential to experience above-average growth
characteristics.
EMERGING GROWTH seeks capital appreciation.
With respect to 75% of its total assets, each fund may not purchase a
security if, as a result, more than 5% would be invested in the
securities of any one issuer and may not purchase more than 10% of the
outstanding voting securities of a single issuer. These limitations do
not apply to U.S. Government securities.
Each fund may not invest more than 25% of its total assets in any one
industry. This limitation does not apply to U.S. Government
securities.
Each fund may borrow only for temporary or emergency purposes, but not
in an amount exceeding 331/3% of its total assets. 
Loans, in the aggregate, may not exceed 331/3% of a fund's total
assets.
BREAKDOWN OF EXPENSES 
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its
share price or dividends; they are neither billed directly to
shareholders nor deducted from shareholder accounts. 
Each fund pays a MANAGEMENT FEE to FMR for managing its investments
and business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. Each fund also pays OTHER EXPENSES,
which are explained on page        .
FMR may, from time to time, agree to reimburse the funds for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a fund if expenses fall below the
specified limit prior to the end of the fiscal year. Reimbursement
arrangements, which may be terminated at any time without notice, can
decrease a fund's expenses and boost its performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The
amount of the fee is determined by taking a BASIC FEE and then
applying a PERFORMANCE ADJUSTMENT. The performance adjustment either
increases or decreases the management fee, depending on how well a
fund has performed relative to the    S&P 500 or the Russell 2000
Index    .
Management   =   Basic   +/-   Performance   
fee              fee           adjustment    
 
THE BASIC FEE (calculated monthly) is calculated by adding a group fee
rate to an individual fund fee rate, and multiplying the result by a
fund's average net assets.
UNDERSTANDING THE
MANAGEMENT FEE
The basic fee FMR receives is 
designed to be responsive to 
changes in FMR's total assets 
under management. Building 
this variable into the fee 
calculation assures 
shareholders that they will pay 
a lower rate as FMR's assets 
under management increase.
Another variable, the 
performance adjustment, 
rewards FMR when a fund 
outperforms the S&P 500 or 
the Russell 2000 (established 
indexes of stock market 
performance) and reduces 
FMR's fee when a fund 
underperforms this index.
(checkmark)
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.
For November 199   7,     the group fee rate was    0.2947    %. The
individual fund fee rate is    0.30%     for Growth Company and   
0.35    % for Emerging Growth.
The basic fee rate for Growth Company and Emerging Growth for the
fiscal year ended November 30, 1997 was    0.60% and 0.65%,
respectively.    
THE PERFORMANCE ADJUSTMENT rate is calculated monthly by comparing
Growth Company's performance to that of the S&P 500 and Emerging
Growth's performance to the Russell 2000 Index over the p   erformance
period    .
F   or each fund, the performance period is     the most recent
36-month period.
   The difference is translated into a dollar amount that is added to
or subtracted from the basic fee. The maximum annualized performance
adjustment rate is (plus/minus)0.20% of a fund's average net assets
over the pe    rformance period.
The total management fee rate for the fiscal year ended November 30,
1997 was    0.47    % for Growth Company and    0.77    % for Emerging
Growth.
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on
issuers based outside the United States. Under the sub-advisory
agreements, FMR pays FMR U.K. and FMR Far East fees equal to 110% and
105%, respectively, of the costs of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
management fee rate with respect to a fund's investments that the
sub-adviser manages on a discretionary basis.
OTHER EXPENSES
While the management fee is a significant component of the funds'
annual operating costs, the funds have other expenses as well.
   The funds contract with FSC to perform transfer agency, dividend
disbursing, shareholder servicing, and accounting functions. These
services include processing shareholder transactions, valuing each
fund's investments, handling securities loans for each fund, and
calculating each fund's share price and dividends.    
   For the fiscal year ended November 30, 1997, transfer agency and
pricing and bookkeeping fees paid (as a percentage of a    verage net
assets) amounted to the    following. These amounts are before
expen    se reductions, if any.
                            Transfer Agency and                
                            Pricing and Bookkeeping Fees        
                            Paid by Fund                        
 
   Growth Company            0.23%                              
 
   Emerging Growth           0.30%                              
 
   Each fund also pays     other expenses, such as legal, audit, and
custodian fees;    in some instances    , proxy solicitation costs;
and the compensation of trustees who are not affiliated with Fidelity.
A broker-dealer may use a portion of the commissions paid by a fund to
reduce the fund's custodian or transfer agent fees.
For the fiscal year ended November 199   7,     the portfolio turnover
rates for Growth Company and Emerging Growth were    93% and 212    %,
respectively. These rates vary from year to year. High turnover rates
increase transaction costs and may increase taxable capital gains. FMR
considers these effects when evaluating the anticipated benefits of
short-term investing.
   YOUR ACCOUNT    
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of
America's first mutual funds. Today, Fidelity is the largest mutual
fund company in the country, and is known as an innovative provider of
high-quality financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, FBSI. Fidelity is also a
leader in providing tax-sheltered retirement plans for individuals
investing on their own or through their employer.
Fidelity is committed to providing investors with practical
information to make investment decisions. Based in Boston, Fidelity
provides customers with complete service 24 hours a day, 365 days a
year, through a network of telephone service centers around the
country. 
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity
has over 80 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in a fund or, if you own or intend
to purchase individual securities as part of your total investment
portfolio, you may consider investing in a fund through a brokerage
account.
You may purchase or sell shares of the funds through an investment
professional, including a broker, who may charge you a transaction fee
for this service. If you invest through FBSI, another financial
institution, or an investment professional, read their program
materials for any special provisions, additional service features or
fees that may apply to your investment in the fund. Certain features
of the fund, such as the minimum initial or subsequent investment
amounts, may be modified.
The different ways to set up (register) your account with Fidelity are
listed in the table that follows.
The account guidelines that follow may not apply to certain retirement
accounts. If you are investing through a retirement account or if your
employer offers the funds through a retirement program, you may be
subject to additional fees. For more information, please refer to your
program materials, contact your employer, or call your retirement
benefits number or Fidelity directly, as appropriate.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual 
funds: over 2   27    
(solid bullet) Assets in Fidelity mutual 
funds: over $   521     billion
(solid bullet) Number of shareholder 
accounts: over    34     million
(solid bullet) Number of investment 
analysts and portfolio 
managers: over 2   75    
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have
two or more owners (tenants).
RETIREMENT 
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
 Retirement plans provide individuals with tax-advantaged ways to save
for retirement, either with tax-   deductible     contributions or a
tax-free growth. Retirement accounts require special applications and
typically have lower minimums. 
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRA'S)
allow individuals under age 70 with compensation to contribute up to
$2,000 per tax year. Married couples can contribute up to $4,000 per
tax year, provided no more tha   n     $2,000 is contributed on behalf
of either spouse. (These limits are aggregate for Traditional and Roth
IRAs.) Contributions may be tax deductible, subject to certain income
limits.
(solid bullet)    ROTH IRAS     allow individuals to make
non-deductible contributions of up to $2,000 per tax year. Married
couples can contribute up to $4,000 per tax year, provided no more
than $2,000 is contributed on behalf of either spouse. (These limits
are aggregate for Traditional and Roth IRAs). Eligibility is subject
to certain income limits. Qualified distributions are tax-free.
(solid bullet)    ROTH CONVERSION IRAS     allow individuals with
assets held in a Traditional IRA or Rollover IRA to convert those
assets to a Roth Conversion IRA. Eligibility is subject to certain
income limits. Qualified distributions are    tax-    free.
(solid bullet) ROLLOVER IRAS help retain special tax advantages for
certain eligible rollover distributions from employer-sponsored
retirement plans. 
(solid bullet) PROFIT SHARING OR MONEY PURCHASE PENSION PLANS (KEOGHS)
allow self-employed individuals or small business owners to make
tax-deductible contributions for themselves and any eligible
employees.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide
small business owners or those with self-employmen   t     income (and
their eligible employees) with many of the same advantages as a Keogh,
but with fewer administrative requirements. 
(solid bullet)    SALARY REDUCTION SEP-IRA'S (SARSEPS)     allow
employees of businesses with 25 or fewer employees to contribute a
percentage of their wages on a tax-deferred basis. These plans must
have been established by the employer prior to January 1, 1997.
(solid bullet) SIMPLE IRAS    provide small business owners and those
with self-employment income (and their eligible employees) with many
of the advantages of a 401(k) plan, but with fewer administrative
requirements.    
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of
   501(c)(3)     tax-exempt institutions, including schools,
hospitals, and other charitable organizations. 
(solid bullet) 401(K) P   LANS     allow employees of
   organizations     of all sizes to contribute a percentage of their
wages on a tax-deferred basis. These accounts need to be established
by the trustee of the plan.
   (solid bullet) DEFERRED COMPENSATION PLANS (457 PLANS) are
available to employees of most state and local governments and their
agencies and to employees of tax-exempt institutions.    
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and
obtain tax benefits. An individual can give up to $10,000 a year per
child without paying federal gift tax. Depending on state laws, you
can set up a custodial account under the Uniform Gifts to Minors Act
(UGMA) or the Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR
OTHER GROUPS
Requires a special application.
HOW TO BUY SHARES
       THE PRICE TO BUY ONE SHARE    of Growth Company is the fund's
net asset value per share (NAV). The fund's shares are sold without a
sales charge.    
       THE PRICE TO BUY ONE SHARE    of Emerging Growth is the fund's
offering price or the fund's NAV, depending on whether you pay a sales
charge. If you pay a sales charge, your price will be the fund's
offering price. When you buy shares of a fund at the offering price,
Fidelity deducts the appropriate sales charge and invests the rest in
the fund. If you qualify for a sales charge waiver, your price will be
the fund's NAV. See "Sales Charge Reductions and Waivers," page , for
an explanation of how and when the sales charge and waivers apply.    
   Your shares will be purchased at the next offering price or NAV, as
applicable, calculated after your investment is received in proper
form. Each fund's offering price and NAV, as applicable, are normally
calculated each business day at 4:00 p.m. Eastern time.    
   Each fund reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they
would disrupt management of a fund.     
IF YOU ARE NEW TO FIDELITY, complete and sign an account application
and mail it along with your check. You may also open your account in
person or by wire as described on page . If there is no application
accompanying this prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another
Fidelity fund.
IF YOU ARE INVESTING THROUGH A TAX-   ADVANTAGED     RETIREMENT PLAN,
such as an IRA, for the first time, you will need a special
application. Retirement investing also involves its own investment
procedures. Call 1-800-544-8888 for more information and a retirement
application.
If you buy shares by check or Fidelity Money Line(registered
trademark), and then sell those shares by any method other than by
exchange to another Fidelity fund, the payment may be delayed for up
to seven business days to ensure that your previous investment has
cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
For    certain Fidelity retirement accounts(double dagger)     $500
TO ADD TO AN ACCOUNT  $250
   For certain Fidelity retirement accounts(double dagger)     $250
Through regular investment plans* $100
MINIMUM BALANCE $2,000
   For certain Fidelity retirement accounts(double dagger)     $500
   (double dagger) THESE LOWER MINIMUMS APPLY TO FIDELITY TRADITIONAL
IRA, ROTH IRA, ROTH CONVERSION IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH
ACCOUNTS.    
*FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
"INVESTOR SERVICES," PAGE .
These minimums may vary for investments through Fidelity Portfolio
Advisory Services    or     a Fidelity Payroll Deduction Program
account in the fund. There is no minimum account balance or initial or
subsequent investment    minimum     for certain retirement accounts
funded through salary    deduction    , or accounts opened with the
proceeds of distributions from Fidelity retirement accounts. Refer to
the program materials for details.
 
 
 
<TABLE>
<CAPTION>
<S>               <C>                                          <C>                                                         
                  TO OPEN AN ACCOUNT                           TO ADD TO AN ACCOUNT                                        
 
PHONE 1-800-544-7777 
(PHONE_GRAPHIC)   (SMALL SOLID BULLET) EXCHANGE FROM ANOTHER 
                  FIDELITY FUND                                (SMALL SOLID BULLET) EXCHANGE FROM ANOTHER FIDELITY FUND    
                  ACCOUNT WITH THE SAME REGISTRATION,           ACCOUNT WITH THE SAME REGISTRATION,                         
                  INCLUDING NAME, ADDRESS, AND                  INCLUDING NAME, ADDRESS, AND                                
                  TAXPAYER ID NUMBER.                           TAXPAYER ID NUMBER.                                         
                                                                (SMALL SOLID BULLET) USE FIDELITY MONEY LINE TO TRANSFER    
                                                                FROM YOUR BANK ACCOUNT. CALL BEFORE                         
                                                                YOUR FIRST USE TO VERIFY THAT THIS                          
                                                                SERVICE IS IN PLACE ON YOUR ACCOUNT.                        
                                                                MAXIMUM MONEY LINE: UP TO                                   
                                                                $100,000.                                                   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>            <C>                                                   <C>                                                    
MAIL 
(MAIL_GRAPHIC) (SMALL SOLID BULLET) COMPLETE AND SIGN THE 
               APPLICATION.                                          (SMALL SOLID BULLET) MAKE YOUR CHECK PAYABLE TO THE    
               MAKE YOUR CHECK PAYABLE TO THE                        COMPLETE NAME OF THE FUND. INDICATE                    
               COMPLETE NAME OF THE FUND. MAIL TO                    YOUR FUND ACCOUNT NUMBER ON YOUR                       
               THE ADDRESS INDICATED ON THE                          CHECK AND MAIL TO THE ADDRESS PRINTED                  
               APPLICATION.                                          ON YOUR ACCOUNT STATEMENT.                             
                                                                     (SMALL SOLID BULLET) EXCHANGE BY MAIL: CALL            
                                                                     1-800-544-6666 FOR INSTRUCTIONS.                       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>            <C>                                          <C>                                                             
IN PERSON 
(HAND_GRAPHIC) (SMALL SOLID BULLET) BRING YOUR APPLICATION 
               AND CHECK TO A                               (SMALL SOLID BULLET) BRING YOUR CHECK TO A FIDELITY INVESTOR    
               FIDELITY INVESTOR CENTER. CALL               CENTER. CALL 1-800-544-9797 FOR THE                             
               1-800-544-9797 FOR THE CENTER                CENTER NEAREST YOU.                                             
               NEAREST YOU.                                                                                                
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>            <C>                                            <C>                                                           
WIRE 
(WIRE_GRAPHIC) (SMALL SOLID BULLET) CALL 1-800-544-7777 TO 
               SET UP YOUR                                    (SMALL SOLID BULLET) NOT AVAILABLE FOR RETIREMENT ACCOUNTS.   
               ACCOUNT AND TO ARRANGE A WIRE                  (SMALL SOLID BULLET) WIRE TO:                                 
               TRANSACTION. NOT AVAILABLE FOR                 BANKERS TRUST COMPANY,                                        
               RETIREMENT ACCOUNTS.                           BANK ROUTING #021001033,                                      
               (SMALL SOLID BULLET) WIRE WITHIN 24 HOURS TO:  ACCOUNT #00163053.                                            
               BANKERS TRUST COMPANY,                         SPECIFY THE COMPLETE NAME OF THE                              
               BANK ROUTING #021001033,                       FUND AND INCLUDE YOUR ACCOUNT                                 
               ACCOUNT #00163053.                             NUMBER AND YOUR NAME.                                         
               SPECIFY THE COMPLETE NAME OF THE                                                                            
               FUND AND INCLUDE YOUR NEW ACCOUNT                                                                           
               NUMBER AND YOUR NAME.                                                                                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                                   <C>                                               
    
AUTOMATICALLY (AUTOMATIC_GRAPHIC)   (SMALL SOLID BULLET) NOT AVAILABLE.   (SMALL SOLID BULLET) USE FIDELITY AUTOMATIC
ACCOUNT    
                                                                          BUILDER. SIGN UP FOR THIS SERVICE                 
    
                                                                          WHEN OPENING YOUR ACCOUNT, OR CALL                
    
                                                                          1-800-544-6666 TO ADD IT.                         
    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(TDD_GRAPHIC) TDD - SERVICE FOR THE DEAF AND HEARING IMPAIRED: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. 
       THE PRICE TO SELL ONE SHARE    of Growth Company is the fund's
NAV. T    HE PRICE TO SELL ONE SHARE    of Emerging Growth is the
fund's NAV minus the short-term trading fee, if applicable. If you
sell shares of Emerging Growth after holding them less than 90 days,
the fund will deduct a short-term trading fee equal to 0.75% of the
value of those shares.    
   Your shares will be sold at the next NAV calculated after your
order is received in proper form, minus the short-term trading fee, if
applicable. Each fund's NAV is normally calculated each business day
at 4:00 p.m. Eastern time.    
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the
methods described on these two pages. 
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be
made in writing, except for exchanges to other Fidelity funds, which
can be requested by phone or in writing. Call 1-800-544-6666 for a
retirement distribution form. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$2,000 worth of shares in the account to keep it open ($500 for
retirement accounts). 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to
sign up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply: 
(small solid bullet) You wish to redeem more than $100,000 worth of
shares, 
(small solid bullet) Your account registration has changed within the
last 30 days,
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address), 
(small solid bullet) The check is being made payable to someone other
than the account owner, or 
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration. 
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(small solid bullet) Your name, 
(small solid bullet) The fund's name, 
(small solid bullet) Your fund account number, 
(small solid bullet) The dollar amount or number of shares to be
redeemed, and 
(small solid bullet) Any other applicable requirements listed in the
table that follows. 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it
to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>                          <C>                    
                                                                                 ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
   IF YOU SELL SHARES OF EMERGING GROWTH AFTER HOLDING THEM LESS THAN 90 DAYS, THE FUND WILL     
   DEDUCT A SHORT-TERM TRADING FEE EQUAL TO 0.75% OF THE VALUE OF THOSE SHARES.      
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>                          <C>                                                                     
PHONE 1-800-544-7777 
(PHONE_GRAPHIC)       ALL ACCOUNT TYPES EXCEPT     (SMALL SOLID BULLET) MAXIMUM CHECK REQUEST: $100,000.                   
                      RETIREMENT                   (SMALL SOLID BULLET) FOR MONEY LINE TRANSFERS TO YOUR BANK ACCOUNT;     
                                                   MINIMUM: $10; MAXIMUM: UP TO $100,000.                                  
                      ALL ACCOUNT TYPES            (SMALL SOLID BULLET) YOU MAY EXCHANGE TO OTHER FIDELITY FUNDS IF        
                                                    BOTH ACCOUNTS ARE REGISTERED WITH THE SAME                              
                                                    NAME(S), ADDRESS, AND TAXPAYER ID NUMBER.                               
 
MAIL OR IN PERSON 
(MAIL_GRAPHIC)
(HAND_GRAPHIC)        INDIVIDUAL, JOINT TENANT,    (SMALL SOLID BULLET) THE LETTER OF INSTRUCTION MUST BE SIGNED BY ALL    
                      SOLE PROPRIETORSHIP,         PERSONS REQUIRED TO SIGN FOR TRANSACTIONS,                              
                      UGMA, UTMA                   EXACTLY AS THEIR NAMES APPEAR ON THE ACCOUNT.                           
                      RETIREMENT ACCOUNT           (SMALL SOLID BULLET) THE ACCOUNT OWNER SHOULD COMPLETE A                
                                                   RETIREMENT DISTRIBUTION FORM. CALL                                      
                                                   1-800-544-6666 TO REQUEST ONE.                                          
                      TRUST                        (SMALL SOLID BULLET) THE TRUSTEE MUST SIGN THE LETTER INDICATING        
                                                    CAPACITY AS TRUSTEE. IF THE TRUSTEE'S NAME IS NOT IN                    
                                                    THE ACCOUNT REGISTRATION, PROVIDE A COPY OF THE                         
                                                    TRUST DOCUMENT CERTIFIED WITHIN THE LAST 60 DAYS.                       
                      BUSINESS OR ORGANIZATION     (SMALL SOLID BULLET) AT LEAST ONE PERSON AUTHORIZED BY CORPORATE        
                                                    RESOLUTION TO ACT ON THE ACCOUNT MUST SIGN THE                          
                                                    LETTER.                                                                 
                                                   (SMALL SOLID BULLET) INCLUDE A CORPORATE RESOLUTION WITH CORPORATE      
                                                    SEAL OR A SIGNATURE GUARANTEE.                                          
                       EXECUTOR, ADMINISTRATOR,     (SMALL SOLID BULLET) CALL 1-800-544-6666 FOR INSTRUCTIONS.              
                       CONSERVATOR, GUARDIAN                                                                                
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                <C>                         <C>                                                                          
WIRE (WIRE_GRAPHIC)ALL ACCOUNT TYPES EXCEPT    (SMALL SOLID BULLET) YOU MUST SIGN UP FOR THE WIRE FEATURE BEFORE            
                   RETIREMENT                  USING IT. TO VERIFY THAT IT IS IN PLACE, CALL                                
                                               1-800-544-6666. MINIMUM WIRE: $5,000.                                        
                                               (SMALL SOLID BULLET) Y   OUR WIRE REDEMPTION REQUEST MUST BE RECEIVED        
                                                  IN PROPER FORM BY FIDELITY BEFORE 4:00 P.M.                               
                                                  EASTERN TIME FOR MONEY TO BE WIRED ON THE NEXT                            
                                                  BUSINESS DAY.                                                             
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(TDD_GRAPHIC) TDD - SERVICE FOR THE DEAF AND HEARING IMPAIRED: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your
account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365
days a year. Whenever you call, you can speak with someone equipped to
provide the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your
account registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more
than one account in the fund. Call 1-800-544-6666 if you need copies
of financial reports, prospectuses, or historical account information.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
RETIREMENT ACCOUNT ASSISTANCE
1-800-544-4774
TOUCHTONE XPRESSSM
1-800-544-5555
 AUTOMATED SERVICE
(CHECKMARK)
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of
other Fidelity funds by telephone or in writing. The shares you
exchange will carry credit for any sales charge you previously paid in
connection with their purchase.
Note that exchanges out of a fund are limited to four per calendar
year, and that they may have tax consequences for you. For details on
policies and restrictions governing exchanges, including circumstances
under which a shareholder's exchange privilege may be suspended or
revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from
your account. Because of    Emerging Growth's     sales charge, you
may not want to set up a systematic withdrawal plan during a period
when you are buying shares on a regular basis.
FIDELITY MONEY LINE(registered trademark) enables you to transfer
money by phone between your bank account and your fund account. Most
transfers are complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money
regularly. Fidelity offers convenient services that let you transfer
money into your fund account, or between fund accounts, automatically.
While regular investment plans do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses,
and other long-term financial goals. Certain restrictions apply for
retirement accounts. Call 1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS
FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
 
<TABLE>
<CAPTION>
<S>       <C>                    <C>                                                                                     
MINIMUM   FREQUENCY              SETTING UP OR CHANGING                                                                  
$100      MONTHLY OR QUARTERLY   (SMALL SOLID BULLET) FOR A NEW ACCOUNT, COMPLETE THE APPROPRIATE SECTION ON THE FUND    
                                 APPLICATION.                                                                            
                                 (SMALL SOLID BULLET) FOR EXISTING ACCOUNTS, CALL 1-800-544-6666 FOR AN APPLICATION.     
                                 (SMALL SOLID BULLET) TO CHANGE THE AMOUNT OR FREQUENCY OF YOUR INVESTMENT, CALL         
                                 1-800-544-6666 AT LEAST THREE BUSINESS DAYS PRIOR TO YOUR NEXT                          
                                 SCHEDULED INVESTMENT DATE.                                                              
 
</TABLE>
 
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A
FIDELITY FUNDA
 
<TABLE>
<CAPTION>
<S>       <C>                <C>                                                                                
MINIMUM   FREQUENCY          SETTING UP OR CHANGING                                                             
$100      EVERY PAY PERIOD   (SMALL SOLID BULLET) CHECK THE APPROPRIATE BOX ON THE FUND APPLICATION, OR CALL    
                             1-800-544-6666 FOR AN AUTHORIZATION FORM.                                          
                             (SMALL SOLID BULLET) CHANGES REQUIRE A NEW AUTHORIZATION FORM.                     
 
</TABLE>
 
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY
FUND
 
<TABLE>
<CAPTION>
<S>       <C>                      <C>                                                                                
MINIMUM   FREQUENCY                SETTING UP OR CHANGING                                                             
$100      Monthly, bimonthly,      (small solid bullet) To establish, call 1-800-544-6666 after both accounts are     
          quarterly, or annually   opened.                                                                            
                                   (small solid bullet) To change the amount or frequency of your investment, call    
                                   1-800-544-6666.                                                                    
 
</TABLE>
 
A BECAUSE THEIR SHARE PRICES FLUCTUATE, THESE FUNDS MAY NOT BE
APPROPRIATE CHOICES FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
Each fund distributes substantially all of its net income and capital
gains to shareholders each year. Normally, dividends and capital gains
are distributed in January and December.
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on
the application, call 1-800-544-6666 for instructions. Each fund
offers four options: 
1. REINVESTMENT OPTION. Your dividend and capital gain distributions
will be automatically reinvested in additional shares of the fund. If
you do not indicate a choice on your application, you will be assigned
this option. 
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each
dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital
gain distributions. 
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
SHARES PURCHASED THROUGH REINVESTMENT of dividend and capital gain
distributions are not subject to Emerging Growth's 3% sales charge. If
you direct distributions from Emerging Growth to a fund with a sales
charge, you will not pay a sales charge on those purchases.
When a fund deducts a distribution from its NAV, the reinvestment
price is the fund's NAV at the close of business that day. Cash
distribution checks will be mailed within seven days.
UNDERSTANDING
DISTRIBUTIONS
AS A FUND SHAREHOLDER, YOU ARE 
ENTITLED TO YOUR SHARE OF THE 
FUND'S NET INCOME AND GAINS 
ON ITS INVESTMENTS. THE FUND 
PASSES ITS EARNINGS ALONG TO ITS 
INVESTORS AS DISTRIBUTIONS.
EACH FUND EARNS DIVIDENDS 
FROM STOCKS AND INTEREST FROM 
BOND, MONEY MARKET, AND 
OTHER INVESTMENTS. THESE ARE 
PASSED ALONG AS DIVIDEND 
DISTRIBUTIONS. THE FUND REALIZES 
CAPITAL GAINS WHENEVER IT SELLS 
SECURITIES FOR A HIGHER PRICE 
THAN IT PAID FOR THEM. THESE 
ARE PASSED ALONG AS CAPITAL 
GAIN DISTRIBUTIONS.
(CHECKMARK)
TAXES
As with any investment, you should consider how your investment in a
fund will be taxed. If your account is not a tax-   advantaged    
retirement account, you should be aware of these tax implications. 
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income
tax, and may also be subject to state or local taxes. If you live
outside the United States, your distributions could also be taxed by
the country in which you reside. Your distributions are taxable when
they are paid, whether you take them in cash or reinvest them.
However, distributions declared in December and paid in January are
taxable as if they were paid on December 31. 
For federal tax purposes, each fund's income and short-term capital
gains    are distributed as dividends and taxed as ordinary income;
capital gain distributions are taxed as long-term capital gains. Every
January, Fidelity will send you and the IRS a statement showing the
tax characterization of     distributions paid to you in the previous
year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or
loss is the difference between the cost of your shares and the price
you receive when you sell them. 
Whenever you sell shares of a fund, Fidelity will send you a
confirmation statement showing how many shares you sold and at what
price. You will also receive a consolidated transaction statement
every January. However, it is up to you or your tax preparer to
determine whether this sale resulted in a capital gain and, if so, the
amount of tax to be paid. Be sure to keep your regular account
statements; the information they contain will be essential in
calculating the amount of your capital gains. 
"BUYING A DIVIDEND." If you buy shares when a fund has realized but
not yet distributed income or capital gains, you will pay the full
price for the shares and then receive a portion of the price back in
the form of a taxable distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on a
fund and its    investments, and these taxes generally will reduce a
fund's distributions. However, if you meet certain holding period
requirements with respect to your fund shares, an offsetting tax
credit may be available to you. If you do not meet such holding period
requirements, you may still be entitled to a deduction for certain
foreign taxes. In either case, your tax statement will show more
taxable income or capital gains than were actually distributed by the
fund, but will also show the amount of the available offsetting credit
or deduction.    
There are tax requirements that all funds must follow in order to
avoid federal taxation. In its effort to adhere to these requirements,
a fund may have to limit its investment activity in some types of
instruments.
TRANSACTION DETAILS 
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange
(NYSE) is open.    FSC     normally calculates each fund's NAV and
offering    price, as applicable, as     of the close of business of
the NYSE, normally 4:   00     p.m. Eastern time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the
number of shares outstanding. 
Each fund's assets are valued primarily on the basis of market
quotations.    Short-term securities with remaining maturities of
sixty days or less for which quotations are not readily available are
valued on the basis of amortized cost. This method minimizes the
effect of changes in a security's market value. Foreign securities are
valued on the basis of quotations from the primary market in which
they are traded, and are translated from the local currency into U.S.
dollars using current exchange rates. In addition, if quotations are
not readily available, or if the values have been materially affected
by events occurring after the closing of a foreign market, assets may
be valued by another m    ethod that the Board of Trustees believes
accurately reflects fair value.
THE OFFERING PRICE o   f Emerging Growth is the fund's NAV divided by
the difference between one and the applicable sales charge percentage.
The maximum sales charge is 3% of the offering price.     
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to redeem and
exchange by telephone, call Fidelity for instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during
periods of unusual market activity), consider placing your order by
mail or by visiting a Fidelity Investor Center. 
EACH FUND RESERVES THE RIGHT to suspend the offering of shares for a
period of time. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your    shares     will be
   purchased     at the next offering price    or NAV, as
applicable,     calculated after your    investment     is received in
proper form. Note the following: 
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks. 
(small solid bullet) Fidelity does not accept cash. 
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Each fund reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be    canceled     and you could be liable for any losses or fees a
fund or its transfer agent has incurred. 
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money
order, U.S. Treasury check, Federal Reserve check, or direct deposit
instead. 
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements
with FDC may enter confirmed purchase orders on behalf of customers by
phone, with payment to follow no later than the time when a fund is
priced on the following business day. If payment is not received by
that time, the financial institution could be held liable for
resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at
the next NAV calculated after your    orde    r is received    in
proper form, minus the short-term trading fee, if applicable.     Note
the following: 
(small solid bullet) Normally, redemption proceeds will be mailed to
you on the next business day, but if making immediate payment could
adversely affect a fund, it may take up to seven days to pay you. 
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day
after your phone call.
(small solid bullet) Each fund may hold payment on redemptions until
it is reasonably satisfied that investments made by check or Fidelity
Money Line have been collected, which can take up to seven business
days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
       A SHORT-TERM TRADING FEE    of 0.75% will be deducted from the
redemption amount if you sell your shares of Emerging Growth after
holding them less than 90 days. This fee is paid to the fund rather
than Fidelity, and is designed to offset the brokerage commissions,
market impact, and other costs associated with fluctuations in fund
asset levels and cash flow caused by short-term shareholder
trading.    
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of
$12.00 from accounts with a value of less than $2,500 (including any
amount paid as a sales charge), subject to an annual maximum charge of
$24.00 per shareholder. It is expected that accounts will be valued on
the second Friday in November of each year. Accounts opened after
September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part
the relatively higher costs of servicing smaller accounts. This fee
will not be deducted from Fidelity brokerage accounts, retirement
accounts (except non-prototype retirement accounts), accounts using
regular investment plans, or if total assets    with     Fidelity
exceed $30,000. Eligibility for the $30,000 waiver is determined by
aggregating Fidelity accounts maintained by FSC or FBSI which are
registered under the same social security number or which list the
same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $2,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send
the proceeds to you. Your shares will be redeemed at    the NAV,
minus     the    short-term trading fee, if applicable    , on the day
your account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC collects the proceeds from Emerging Growth's 3% sales charge and
may pay a portion of them to securities dealers who have sold the
fund's shares, or to others, including banks and other financial
institutions (qualified recipients), under special arrangements in
connection with FDC's sales activities. The sales charge paid to
qualified recipients is 1.50% of the fund's offering price.
FDC may, at its own expense, provide promotional incentives to
qualified recipients who support the sale of shares of the funds
without reimbursement from the funds. In some instances, these
incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or
expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of a
fund for shares of other Fidelity funds. However, you should note the
following:
(small solid bullet) The fund you are exchanging into must be
available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund, read its
prospectus.
(small solid bullet) If you exchange into a fund with a sales charge,
you pay the percentage-point difference between that fund's sales
charge and any sales charge you have previously paid in connection
with the shares you are exchanging. For example, if you had already
paid a sales charge of 2% on your shares and you exchange them into a
fund with a 3% sales charge, you would pay an additional 1% sales
charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund
performance and shareholders, each fund reserves the right to
temporarily or permanently terminate the exchange privilege of any
investor who makes more than four exchanges out of the fund per
calendar year. Accounts under common ownership or control, including
accounts with the same taxpayer identification number, will be counted
together for purposes of the four exchange limit.
(small solid bullet) The exchange limit may be modified for accounts
in certain institutional retirement plans to conform to plan exchange
limits and Department of Labor regulations. See your plan materials
for further information.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would
be unable to invest the money effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
(small solid bullet) Your exchanges may be restricted or refused if a
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges
that coincides with a "market timing" strategy may be disruptive to a
fund.
Although the funds will attempt to give you prior notice whenever they
are reasonably able to do so, they may impose these restrictions at
any time. The funds reserve the right to terminate or modify the
exchange privilege in the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to 1.0   0% and trading fees of up to 1.50%
of the amount excha    nged. Check each fund's prospectus for details.
SALES CHARGE REDUCTIONS AND WAIVERS 
REDUCTIONS. Emerging Growth's sales charge may be reduced if you
invest directly with Fidelity or through prototype or prototype-like
retirement plans sponsored by FMR or FMR Corp. The amount you invest,
plus the value of your account, must fall within the ranges shown
below. Purchases made with assistance or intervention from a financial
intermediary are not eli   gible     for a sales charge reduction.
Call Fidelity to see if your purchase qualifies.
                     Sales Charge                      
 
Ranges               As a % of        As an            
                     Offering Price   approximate %    
                                      of net amount    
                                       invested        
 
$0 - 249,999         3.00%            3.09%            
 
$250,000 - 499,999   2.00%            2.04%            
 
$500,000 - 999,999   1.00%            1.01%            
 
$1,000,000 or more   none             none             
 
The sales charge will also be reduced by the percentage of any sales
charge you previously paid on investments in other Fi   delity funds
    or by the percentage of any sales charge you would have paid if
the reductions in the table above had not existed. These sales charge
credits only apply to purchases made in one of the ways listed below,
and only if you continuously owned Fidelity fund shares   ,
maintained     a Fidelity brokerage core account, or participated in
The CORPORATEplan for Retirement Program.
1. By exchange from another Fidelity fund. 
2. With proceeds    from     a transaction in a Fidelity brokerage
core account, including any free credit balance, core money market
fund, or margin availability, to the extent such proceeds were derived
from redemption proceeds from another Fidelity fund. 
   3. As a     participant in The CORPORATEplan for Retirement Program
when shares are purchased through plan-qualified loan repayments, and
for exchanges into and out of the Managed Income Portfolio.
WAIVERS. Emerging Growth's sales charge will not apply: 
1. If you buy shares as part of an employee benefit plan having more
than 200 eligible employees or a minimum of $3 million in plan assets
invested in Fidelity mutual funds. 
2. To shares in a Fidelity account purchased with the proceeds of a
distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan
that both qualified for waiver (1) above and had at least some of its
assets invested in Fidelity-managed products. (Distributions
transferred to an IRA account must be transferred within 60 days from
the date of the distribution. All other distributions must be
transferred directly into a Fidelity account).
3. If you are a charitable organization (as defined for purposes of
Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or
more. 
4. If you purchase shares for a charitable remainder trust or life
income pool established for the benefit of a charitable organization
(as defined for purposes of Section 501(c)(3) of the Internal Revenue
Code). 
5. If you are an investor participating in the Fidelity Trust
Portfolios program. 
6. To shares purchased by a mutual fund for which FMR or an affiliate
serves as investment manager. 
7. To shares purchased through Portfolio Advisory Services or Fidelity
Charitable Advisory Services.
8. If you are a current or former trustee or officer of a Fidelity
fund or a current or retired officer, director, or regular employee of
FMR Corp. or Fidelity International Limited or their direct or
indirect subsidiaries (a Fidelity trustee or employee), the spouse of
a Fidelity trustee or employee, a Fidelity trustee or employee acting
as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee.
9. If you are a bank trust officer, registered representative, or
other employee of a qualified recipient, as defined on page .
       10.    If you invest as part of a payroll deduction program
through an employer who also maintains a Fidelity-sponsored employee
benefit plan or is a member of the Fidelity Retail Advisory Group,
provided the employer enters into a sales charge waiver agreement
which specifies certain qualifying restrictions and operating
provisions.    
11. To contributions and exchanges to a prototype or prototype-like
retirement plan sponsored by FMR Corp. or FMR and which is marketed
and distributed directly to plan sponsors or participants without any
assistance or intervention from any intermediary distribution channel.
12. If you invest through a non-prototype pension or profit-sharing
plan that maintains all of its mutual fund assets in Fidelity mutual
funds, provided the plan executes a Fidelity non-prototype sales
charge waiver    agreement     confirming its qualification.
13. If you are a registered investment adviser (RIA) purchasing for
your discretionary accounts, provided you execute a Fidelity RIA load
waiver agreement which specifies certain aggregate minimum and
operating provisions. Except for correspondents of National Financial
Services Corporation, this waiver is available only for shares
purchased directly from Fidelity, and is unavailable if the RIA is
part of an organization principally engaged in the brokerage business.
14. If you are a trust institution or bank trust department purchasing
for your non-discretionary, non-retirement fiduciary accounts,
provided you execute a Fidelity Trust load waiver agreement which
specifies certain aggregate minimum and operating provisions. This
waiver is available only for shares purchased either directly from
Fidelity or through a bank-affiliated broker, and is unavailable if
the trust department or institution is part of an organization not
principally engaged in banking or trust activities.
These waivers must be qualified through FDC in advance. More detailed
information about waivers (1), (2), (5), and    (9)     is contained
in the Statement of Additional Information. A representative of your
plan or organization should call Fidelity for more information.
 
 
 
 
 
 
 
This prospectus is printed on recycled paper using soy-based inks.
FIDELITY GROWTH COMPANY FUND
FIDELITY EMERGING GROWTH FUND
FUNDS OF FIDELITY MT. VERNON STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
January 28, 1998        
   This Statement of Additional Information (SAI) is not a prospectus
but should be read in conjunction with the funds' current Prospectus
(dated January 28, 1998). Please retain this document for future
reference. The funds' Annual Reports are separate documents supplied
with this SAI. To obtain a free additional copy of the Prospectus or
an Annual Report, please call Fidelity at 1-800-544-8888.    
TABLE OF CONTENTS                                PAGE   
 
                                                        
 
Investment Policies and Limitations                     
 
Portfolio Transactions                                  
 
   Valuation                                            
 
Performance                                             
 
Additional Purchase and Redemption Information          
 
Distributions and Taxes                                 
 
FMR                                                     
 
Trustees and Officers                                   
 
Management Contracts                                    
 
Contracts with FMR Affiliates                           
 
Description of the Trust                                
 
Financial Statements                                    
 
   Appendix                                             
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Company, Inc. (FSC)
GCF/FEG-ptb-0198        
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in
the Prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of a fund's assets that may
be invested in any security or other asset, or sets forth a policy
regarding quality standards, such standard or percentage limitation
will be determined immediately after and as a result of the fund's
acquisition of such security or other asset. Accordingly, any
subsequent change in values, net assets, or other circumstances will
not be considered when determining whether the investment complies
with the fund's investment policies and limitations.
The funds' fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940    (1940
Act)    ) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations
described in this    SAI     are not fundamental and may be changed
without shareholder approval.
INVESTMENT LIMITATIONS OF FIDELITY GROWTH COMPANY FUND
(GROWTH COMPANY)
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S.    G    overnment or any of its agencies or
instrumentalities) if, as a result, (a) more than 5% of the fund's
total assets would be invested in the securities of that issuer, or
(b) the fund would hold more than 10% of the outstanding voting
securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite any issue of securities (except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S.    G    overnment or any of its
agencies or instrumentalities) if, as a result, more than 25% of the
fund's total assets would be invested in the securities of companies
whose principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3))   .     The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page        .
INVESTMENT LIMITATIONS OF FIDELITY EMERGING GROWTH FUND
(EMERGING GROWTH)
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S.    G    overnment, or any of its agencies or
instrumentalities) if, as a result thereof, (a) more than 5% of the
fund's total assets would be invested in the securities of that
issuer, or (b) the fund would hold more than 10% of the outstanding
voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of the value of its total assets (including the
amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed this amount will be reduced within
three days (not including Sundays and holidays) to the extent
necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered to be an underwriter within the meaning of
the Securities Act of 1933 in the disposition of restricted
securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S.    G    overnment or any of its
agencies or instrumentalities) if, as a result, more than 25% of the
fund's total assets would be invested in the securities of companies
whose principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties (for
this purpose, purchasing debt securities and engaging in repurchase
agreements do not constitute lending).
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3))   .     The fund will not borrow from other funds
   advise    d by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
   (v)     The fund does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to
5% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (b) acquiring loans, loan participations, or other forms of direct
debt instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
   (vi)     The fund does not currently intend to invest all of its
assets in the securities of a single open-end management investment
company with substantially the same fundamental investment objective,
policies, and limitations as the fund.
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. FMR may not buy all of these instruments or use all of these
techniques unless it believes that doing so will help the fund achieve
its goal.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the Investment Company Act of
1940. These transactions may include repurchase agreements with
custodian banks; short-term obligations of, and repurchase agreements
with, the 50 largest U.S. banks (measured by deposits); municipal
securities; U.S.    G    overnment securities with affiliated
financial institutions that are primary dealers in these securities;
short-term currency transactions; and short-term borrowings. In
accordance with exemptive orders issued by the Securities and Exchange
Commission (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
CLOSED-END INVESTMENT COMPANIES. Each fund may purchase the shares of
closed-end investment companies to facilitate investment in certain
countries. Shares of closed-end investment companies may trade at a
premium or a discount to their net asset value.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve significant risks in addition to the risks
inherent in U.S. investments. The value of securities denominated in
foreign currencies and of dividends and interest paid with respect to
such securities will fluctuate based on the relative strength of the
U.S. dollar. 
Foreign investments involve a risk of local political, economic, or
social instability, military action or unrest, or adverse diplomatic
developments, and may be affected by actions of foreign governments
adverse to the interests of U.S. investors. Such actions may include
the possibility of expropriation or nationalization of assets,
confiscatory taxation, restrictions on U.S. investment or on the
ability to repatriate assets or convert currency into U.S. dollars, or
other government intervention. There is no assurance that FMR will be
able to anticipate these potential events or counter their effects.
These risks are magnified for investments in developing countries,
which may have relatively unstable governments, economies based on
only a few industries, and securities markets that trade a small
number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States.
Foreign markets may offer less protection to investors than U.S.
markets. It is anticipated that in most cases the best available
market for foreign securities will be on an exchange or in
over-the-counter markets located outside of the United States. Foreign
stock markets, while growing in volume and sophistication, are
generally not as developed as those in the United States, and
securities of some foreign issuers (particularly those located in
developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading
practices, including those involving securities settlement where fund
assets may be released prior to receipt of payment, may result in
increased risk in the event of a failed trade or the insolvency of a
foreign broker-dealer, and may involve substantial delays. In
addition, the costs of foreign investing, including withholding taxes,
brokerage commissions and custodial costs, are generally higher than
for U.S. investors. In general, there is less overall governmental
supervision and regulation of securities exchanges, brokers, and
listed companies than in the United States. It may also be difficult
to enforce legal rights in foreign countries. Foreign issuers are
generally not bound by uniform accounting, auditing, and financial
reporting requirements and standards of practice comparable to those
applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the
United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less
liquid than foreign securities of the same class that are not subject
to such restrictions.
American Depositary Receipts (ADRs) as well as other "hybrid" forms of
ADRs including European Depositary Receipts (EDRs) and Global
Depositary Receipts (GDRs), are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by
depository banks and generally trade on an established market in the
United States or elsewhere. The underlying shares are held in trust by
a custodian bank or similar financial institution in the issuer's home
country. The depository bank may not have physical custody of the
underlying securities at all times and may charge fees for various
services, including forwarding dividends and interest and corporate
actions. ADRs are an alternative to directly purchasing the underlying
foreign securities in their national markets and currencies. However,
ADRs continue to be subject to many of the risks associated with
investing directly in foreign securities. These risks include foreign
exchange risk as well as the political and economic risks of the
underlying issuer's country.
FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign currency
transactions on a spot (i.e., cash)    or forward     basis
   (i.e.    , by entering into forward contracts to purchase or sell
foreign currencies). Although foreign exchange dealers generally do
not charge a fee for    such conversions,     they do realize a profit
based on the difference between the prices at which they are buying
and selling various currencies. Thus, a dealer may offer to sell a
foreign currency at one rate, while offering a lesser rate of exchange
should the    counterparty     desire to resell that currency to the
dealer.    Forward contracts are customized transactions that require
a specific amount of a currency to be delivered at a specific exchange
rate on a specific date or range of dates in the future    . Forward
contracts are generally traded in an interbank market directly between
currency traders (usually large commercial banks) and their customers.
The parties to a forward contract may agree to offset or terminate the
contract before its maturity, or may hold the contract to maturity and
complete the contemplated currency exchange.    A fund may use
currency forward contracts for any purpose consistent with its
investment objective.    
The following discussion summarizes the principal currency management
strategies involving forward contracts that could be used by a fund.
   A fund     may also use swap agreements, indexed securities, and
options and futures contracts relating to foreign currencies for the
same purposes.
   A "settlement hedge" or "transaction hedge" is designed to protect
a fund against an adverse change in foreign currency values between
the date a security is purchased or sold and the date on which payment
is made or received. Entering into a forward contract for the purchase
or sale of the amount of foreign currency involved in an underlying
security transaction for a fixed amount of U.S. dollars "locks in" the
U.S. dollar price of the security. Forward contracts to purchase or
sell a foreign currency may also be used by a fund in anticipation of
future purchases or sales of securities denominated in foreign
currency, even if the specific investments have not yet been selected
by FMR.    
   A fund     may also use forward contracts to hedge against a
decline in the value of existing investments denominated in foreign
currency. For example, if a fund owned securities denominated in
pounds sterling, it could enter into a forward contract to sell pounds
sterling in return for U.S. dollars to hedge against possible declines
in the pound's value. Such a hedge, sometimes referred to as a
"position hedge," would tend to offset both positive and negative
currency fluctuations, but would not offset changes in security values
caused by other factors. A fund could also hedge the position by
selling another currency expected to perform similarly to the pound
sterling. This type of hedge, sometimes referred to as a "proxy
hedge," could offer advantages in terms of cost, yield, or efficiency,
but generally would not hedge currency exposure as effectively as a
   direct     hedge into U.S. dollars. Proxy hedges may result in
losses if the currency used to hedge does not perform similarly to the
currency in which the hedged securities are denominated.
   A     fund may enter into forward contracts to shift its investment
exposure from one currency into another. This may include shifting
exposure from U.S. dollars to a foreign currency, or from one foreign
currency to another foreign currency. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to
the currency that is sold, and increase exposure to the currency that
is purchased, much as if    a     fund had sold a security denominated
in one currency and purchased an equivalent security denominated in
another. Cross-hedges protect against losses resulting from a decline
in the hedged currency, but will cause a fund to assume the risk of
fluctuations in the value of the currency it purchases. 
Under certain conditions, SEC guidelines require mutual funds to set
aside appropriate liquid assets in a segregated custodial account to
cover currency forward contracts. As required by SEC guidelines, a
fund will segregate assets to cover currency forward contracts, if
any, whose purpose is essentially speculative.    A fund     will not
segregate assets to cover forward contracts entered into for hedging
purposes, including settlement hedges, position hedges, and proxy
hedges.
Successful use of currency management strategies will depend on FMR's
skill in analyzing currency values. Currency management strategies may
substantially change a fund's investment exposure to changes in
currency exchange rates and could result in losses to a fund if
currencies do not perform as FMR anticipates. For example, if a
currency's value rose at a time when FMR had hedged a fund by selling
that currency in exchange for dollars, a fund would    not    
participate in the currency's appreciation. If FMR hedges currency
exposure through proxy hedges, a fund could realize currency losses
from    both     the hedge and the security position if the two
currencies do not move in tandem. Similarly, if FMR increases a fund's
exposure to a foreign currency and that currency's value declines, a
fund will realize a loss. There is no assurance that FMR's use of
currency management strategies will be advantageous to a fund or that
it will hedge at appropriate    times.    
FUNDS' RIGHTS AS A SHAREHOLDER. The funds do not intend to direct or
administer the day-to-day operations of any company. Each fund,
however, may exercise its rights as a shareholder and may communicate
its views on important matters of policy to management, the Board of
Directors, and shareholders of a company when FMR determines that such
matters could have a significant effect on the value of the fund's
investment in the company. The activities that a fund may engage in,
either individually or in conjunction with others, may include, among
others, supporting or opposing proposed changes in a company's
corporate structure or business activities; seeking changes in a
company's directors or management; seeking changes in a company's
direction or policies; seeking the sale or reorganization of the
company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is
increasingly prone to litigation and it is possible that a fund could
be involved in lawsuits related to such activities. FMR will monitor
such activities with a view to mitigating, to the extent possible, the
risk of litigation against a fund and the risk of actual liability if
a fund is involved in litigation. No guarantee can be made, however,
that litigation against a fund will not be undertaken or liabilities
incurred.
FUTURES AND OPTIONS. The following sections pertain to futures and
options: Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures
Margin Payments, Limitations on Futures and Options Transactions,
Liquidity of Options and Futures Contracts, Options and Futures
Relating to Foreign Currencies, OTC Options, Purchasing Put and Call
Options, and Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The funds will
comply with guidelines established by the    Securities and Exchange
Commission     with respect to coverage of options and futures
strategies by mutual funds, and if the guidelines so require will set
aside appropriate liquid assets in a segregated custodial account in
the amount prescribed. Securities held in a segregated account cannot
be sold while the futures or option strategy is outstanding, unless
they are replaced with other suitable assets. As a result, there is a
possibility that segregation of a large percentage of a fund's assets
could impede portfolio management or the fund's ability to meet
redemption requests or other current obligations.
COMBINED POSITIONS. A fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the
overall position. For example, a fund may purchase a put option and
write a call option on the same underlying instrument, in order to
construct a combined position whose risk and return characteristics
are similar to selling a futures contract. Another possible combined
position would involve writing a call option at one strike price and
buying a call option at a lower price, in order to reduce the risk of
the written call option in the event of a substantial price increase.
Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely
that the standardized contracts available will not match a fund's
current or anticipated investments exactly. The funds may invest in
options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in
which they typically invest, which involves a risk that the options or
futures position will not track the performance of a fund's other
investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a
fund's investments well. Options and futures prices are affected by
such factors as current and anticipated short-term interest rates,
changes in volatility of the underlying instrument, and the time
remaining until expiration of the contract, which may not affect
security prices the same way. Imperfect correlation may also result
from differing levels of demand in the options and futures markets and
the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. A fund may purchase or sell
options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to
attempt to compensate for differences in volatility between the
contract and the securities, although this may not be successful in
all cases. If price changes in a fund's options or futures positions
are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future
date. When a fund sells a futures contract, it agrees to sell the
underlying instrument at a specified future date. The price at which
the purchase and sale will take place is fixed when the fund enters
into the contract. Some currently available futures contracts are
based on specific securities, such as U.S. Treasury bonds or notes,
and some are based on indices of securities prices, such as the
Standard & Poor's 500 Index (S&P 500). Futures can be held until their
delivery dates, or can be closed out before then if a liquid secondary
market is available.
The value of a futures contract tends to increase and decrease in
tandem with the value of its underlying instrument. Therefore,
purchasing futures contracts will tend to increase a fund's exposure
to positive and negative price fluctuations in the underlying
instrument, much as if it had purchased the underlying instrument
directly. When a fund sells a futures contract, by contrast, the value
of its futures position will tend to move in a direction contrary to
the market. Selling futures contracts, therefore, will tend to offset
both positive and negative market price changes, much as if the
underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract
is not required to deliver or pay for the underlying instrument unless
the contract is held until the delivery date. However, both the
purchaser and seller are required to deposit "initial margin" with a
futures broker, known as a futures commission merchant (FCM), when the
contract is entered into. Initial margin deposits are typically equal
to a percentage of the contract's value. If the value of either
party's position declines, that party will be required to make
additional "variation margin" payments to settle the change in value
on a daily basis. The party that has a gain may be entitled to receive
all or a portion of this amount. Initial and variation margin payments
do not constitute purchasing securities on margin for purposes of a
fund's investment limitations. In the event of the bankruptcy of an
FCM that holds margin on behalf of a fund, the fund may be entitled to
return of margin owed to it only in proportion to the amount received
by the FCM's other customers, potentially resulting in losses to the
fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading
Commission (CFTC) and the National Futures Association, which regulate
trading in the futures markets. The funds intend to comply with Rule
4.5 under the Commodity Exchange Act, which limits the extent to which
the funds can commit assets to initial margin deposits and option
premiums.
In addition, each fund will not: (a) sell futures contracts, purchase
put options, or write call options if, as a result, more than 25% of
the fund's total assets would be hedged with futures and options under
normal conditions; (b) purchase futures contracts or write put options
if, as a result, the fund's total obligations upon settlement or
exercise of purchased futures contracts    and     written put options
would exceed 25% of its total assets; or (c) purchase call options if,
as a result, the current value of option premiums for call options
purchased by the fund would exceed 5% of the fund's total assets.
These limitations do not apply to options attached to or acquired or
traded together with their underlying securities, and do not apply to
securities that incorporate features similar to options.
The above limitations on the funds' investments in futures contracts
and options, and the funds' policies regarding futures contracts and
options discussed elsewhere in this SAI, may be changed as regulatory
agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or
futures contract at any particular time. Options may have relatively
low trading volume and liquidity if their strike prices are not close
to the underlying instrument's current price. In addition, exchanges
may establish daily price fluctuation limits for options and futures
contracts, and may halt trading if a contract's price moves upward or
downward more than the limit in a given day. On volatile trading days
when the price fluctuation limit is reached or a trading halt is
imposed, it may be impossible for a fund to enter into new positions
or close out existing positions. If the secondary market for a
contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require a fund to continue to hold a
position until delivery or expiration regardless of changes in its
value. As a result, a fund's access to other assets held to cover its
options or futures positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except
that they are traded on exchanges (and have margin requirements) and
are standardized as to contract size and delivery date. Most currency
futures contracts call for payment or delivery in U.S. dollars. The
underlying instrument of a currency option may be a foreign currency,
which generally is purchased or delivered in exchange for U.S.
dollars, or may be a futures contract. The purchaser of a currency
call obtains the right to purchase the underlying currency, and the
purchaser of a currency put obtains the right to sell the underlying
currency.
The uses and risks of currency options and futures are similar to
options and futures relating to securities or indices, as discussed
above. The funds may purchase and sell currency futures and may
purchase and write currency options to increase or decrease their
exposure to different foreign currencies. A fund may also purchase and
write currency options in conjunction with each other or with currency
futures or forward contracts. Currency futures and options values can
be expected to correlate with exchange rates, but may not reflect
other factors that affect the value of a fund's investments. A
currency hedge, for example, should protect a Yen-denominated security
from a decline in the Yen, but will not protect a fund against a price
decline resulting from deterioration in the issuer's creditworthiness.
Because the value of a fund's foreign-denominated investments changes
in response to many factors other than exchange rates, it may not be
possible to match the amount of currency options and futures to the
value of the fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract
size, and strike price, the terms of over-the-counter (OTC) options
(options not traded on exchanges) generally are established through
negotiation with the other party to the option contract. While this
type of arrangement allows the funds greater flexibility to tailor an
option to its needs, OTC options generally involve greater credit risk
than exchange-traded options, which are guaranteed by the clearing
organization of the exchanges where they are traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund
obtains the right (but not the obligation) to sell the option's
underlying instrument at a fixed strike price. In return for this
right, the fund pays the current market price for the option (known as
the option premium). Options have various types of underlying
instruments, including specific securities, indices of securities
prices, and futures contracts. The fund may terminate its position in
a put option it has purchased by allowing it to expire or by
exercising the option. If the option is allowed to expire, the fund
will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the
strike price. A fund may also terminate a put option position by
closing it out in the secondary market at its current price, if a
liquid secondary market exists.
The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying
instrument's price does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss
(limited to the amount of the premium paid, plus related transaction
costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right
to purchase, rather than sell, the underlying instrument at the
option's strike price. A call buyer typically attempts to participate
in potential price increases of the underlying instrument with risk
limited to the cost of the option if security prices fall. At the same
time, the buyer can expect to suffer a loss if security prices do not
rise sufficiently to offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it
takes the opposite side of the transaction from the option's
purchaser. In return for receipt of the premium, the fund assumes the
obligation to pay the strike price for the option's underlying
instrument if the other party to the option chooses to exercise it.
When writing an option on a futures contract, the fund will be
required to make margin payments to an FCM as described above for
futures contracts. A fund may seek to terminate its position in a put
option it writes before exercise by closing out the option in the
secondary market at its current price. If the secondary market is not
liquid for a put option the fund has written, however, the fund must
continue to be prepared to pay the strike price while the option is
outstanding, regardless of price changes, and must continue to set
aside assets to cover its position.
If security prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it
is likely that the writer will also profit, because it should be able
to close out the option at a lower price. If security prices fall, the
put writer would expect to suffer a loss. This loss should be less
than the loss from purchasing the underlying instrument directly,
however, because the premium received for writing the option should
mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise
of the option. The characteristics of writing call options are similar
to those of writing put options, except that writing calls generally
is a profitable strategy if prices remain the same or fall. Through
receipt of the option premium, a call writer mitigates the effects of
a price decline. At the same time, because a call writer must be
prepared to deliver the underlying instrument in return for the strike
price, even if its current value is greater, a call writer gives up
some ability to participate in security price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed
of in the ordinary course of business at approximately the prices at
which they are valued. Under the supervision of the Board of Trustees,
FMR determines the liquidity of a fund's investments and, through
reports from FMR, the Board monitors investments in illiquid
instruments. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency of trades
and quotations, (2) the number of dealers and prospective purchasers
in the marketplace, (3) dealer undertakings to make a market, (4) the
nature of the security (including any demand or tender features), and
(5) the nature of the marketplace for trades (including the ability to
assign or offset the fund's rights and obligations relating to the
investment).
Investments currently considered by the funds to be illiquid include
repurchase agreements not entitling the holder to payment of principal
and interest within seven days, over-the-counter options, and
non-government stripped fixed-rate mortgage-backed securities. Also,
FMR may determine some restricted securities, government-stripped
fixed-rate mortgage-backed securities, loans and other direct debt
instruments, emerging market securities, and swap agreements to be
illiquid. However, with respect to over-the-counter options a fund
writes, all or a portion of the value of the underlying instrument may
be illiquid depending on the assets held to cover the option and the
nature and terms of any agreement the fund may have to close out the
option before expiration.
In the absence of market quotations, illiquid investments are priced
at fair value as determined in good faith by a committee appointed by
the Board of Trustees. If through a change in values, net assets, or
other circumstances, a fund were in a position where more than 10% of
its net assets was invested in illiquid securities, it would seek to
take appropriate steps to protect liquidity.
INDEXED SECURITIES. Each fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices,
currencies, precious metals or other commodities, or other financial
indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is
determined by reference to a specific instrument or statistic.
Gold-indexed securities, for example, typically provide for a maturity
value that depends on the price of gold, resulting in a security whose
price tends to rise and fall together with gold prices.
Currency-indexed securities typically are short-term to
intermediate-term debt securities whose maturity values or interest
rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their
maturity value may increase when the specified currency value
increases, resulting in a security that performs similarly to a
foreign-denominated instrument, or their maturity value may decline
when foreign currencies increase, resulting in a security whose price
characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the
values of a number of different foreign currencies relative to each
other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which
they are indexed, and may also be influenced by interest rate changes
in the United States and abroad. At the same time, indexed securities
are subject to the credit risks associated with the issuer of the
security, and their values may decline substantially if the issuer's
creditworthiness deteriorates. Recent issuers of indexed securities
have included banks, corporations, and certain U.S.    G    overnment
agencies. Indexed securities may be more volatile than the underlying
instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, each fund has received permission to lend
money to, and borrow money from, other funds advised by FMR or its
affiliates. Interfund loans and borrowings normally extend overnight,
but can have a maximum duration of seven days. Loans may be called on
one day's notice. A fund will lend through the program only when the
returns are higher than those available from an investment in
repurchase agreements, and will borrow through the program only when
the costs are equal to or lower than the cost of bank loans. A fund
may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a
lending fund could result in a lost investment opportunity or
additional borrowing costs. 
LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts owed
by a corporate, governmental, or other borrower to another party. They
may represent amounts owed to lenders or lending syndicates (loans and
loan participations), to suppliers of goods or services (trade claims
or other receivables), or to other parties. Direct debt instruments
involve a risk of loss in case of default or insolvency of the
borrower and may offer less legal protection to the fund in the event
of fraud or misrepresentation. In addition, loan participations
involve a risk of insolvency of the lending bank or other financial
intermediary. Direct debt instruments may also include standby
financing commitments that obligate a fund to supply additional cash
to the borrower on demand.
LOWER-QUALITY DEBT SECURITIES. Each fund may purchase lower-quality
debt securities (those rated below Baa by Moody's Investors Service or
BBB by Standard    &     Poor's, and unrated securities judged by FMR
to be of equivalent quality) that have poor protection with respect to
the payment of interest and repayment of principal, or may be in
default. These securities are often considered to be speculative and
involve greater risk of loss or price changes due to changes in the
issuer's capacity to pay. The market prices of lower-quality debt
securities may fluctuate more than those of higher-quality debt
securities and may decline significantly in periods of general
economic difficulty, which may follow periods of rising interest
rates.
While the market for high-yield corporate debt securities has been in
existence for many years and has weathered previous economic
downturns, the 1980s brought a dramatic increase in the use of such
securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication
of the future performance of the high-yield bond market, especially
during periods of economic recession. 
The market for lower-quality debt securities may be thinner and less
active than that for higher-quality debt securities, which can
adversely affect the prices at which the former are sold. If market
quotations are not available, lower-quality debt securities will be
valued in accordance with procedures established by the Board of
Trustees, including the use of outside pricing services. Judgment
plays a greater role in valuing high-yield corporate debt securities
than is the case for securities for which more external sources for
quotations and last-sale information are available. Adverse publicity
and changing investor perceptions may affect the ability of outside
pricing services to value lower-quality debt securities and a fund's
ability to sell these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by a fund. In considering
investments for the fund, FMR will attempt to identify those issuers
of high-yielding securities whose financial condition is adequate to
meet future obligations, has improved, or is expected to improve in
the future. FMR's analysis focuses on relative values based on such
factors as interest or dividend coverage, asset coverage, earnings
prospects, and the experience and managerial strength of the issuer.
Each fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security
holder to seek to protect the interests of security holders if it
determines this to be in the best interest of the fund's shareholders.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors
such as real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the
management skill and creditworthiness of the issuer. Real
estate-related instruments may also be affected by tax and regulatory
requirements, such as those relating to the environment.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is
unrelated to the coupon rate or maturity of the purchased security. To
protect the fund from the risk that the original seller will not
fulfill its obligation, the securities are held in an account of the
fund at a bank, marked-to-market daily, and maintained at a value at
least equal to the sale price plus the accrued incremental amount.
While it does not presently appear possible to eliminate all risks
from these transactions (particularly the possibility that the value
of the underlying security will be less than the resale price, as well
as delays and costs to a fund in connection with bankruptcy
proceedings), it is each fund's current policy to engage in repurchase
agreement transactions with parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part
of the registration expense and a considerable period may elapse
between the time it decides to seek registration and the time it may
be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to
develop, a fund might obtain a less favorable price than prevailed
when it decided to seek registration of the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the
instrument at a particular price and time. While a reverse repurchase
agreement is outstanding, the fund will maintain appropriate liquid
assets in a segregated custodial account to cover its obligation under
the agreement. A fund will enter into reverse repurchase agreements
only with parties whose creditworthiness has been found satisfactory
by FMR. Such transactions may increase fluctuations in the market
value of the fund's assets and may be viewed as a form of leverage.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity
Brokerage Services, Inc. (FBSI). FBSI is a member of the New York
Stock Exchange and a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there
may be delays in the recovery of loaned securities, or even a loss of
rights in collateral supplied should the borrower fail financially,
loans will be made only to parties deemed by FMR to be of good
standing. Furthermore, they will only be made if, in FMR's judgment,
the consideration to be earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a
fund may engage in loan transactions only under the following
conditions: (1) the fund must receive 100% collateral in the form of
cash or cash equivalents (e.g., U.S. Treasury bills or notes) from the
borrower; (2) the borrower must increase the collateral whenever the
market value of the securities loaned (determined on a daily basis)
rises above the value of the collateral; (3) after giving notice, the
fund must be able to terminate the loan at any time; (4) the fund must
receive reasonable interest on the loan or a flat fee from the
borrower, as well as amounts equivalent to any dividends, interest, or
other distributions on the securities loaned and to any increase in
market value; (5) the fund may pay only reasonable custodian fees in
connection with the loan; and (6) the Board of Trustees must be able
to vote proxies on the securities loaned, either by terminating the
loan or by entering into an alternative arrangement with the borrower.
Cash received through loan transactions may be invested in any
security in which a fund is authorized to invest. Investing this cash
subjects that investment, as well as the security loaned, to market
forces (i.e., capital appreciation or depreciation).
SHORT SALES "AGAINST THE BOX."    A fund may sell securities short
when it owns or has the right to obtain securities equivalent in kind
or amount to the securities sold short. Such short sales are known as
short sales "against the box."     If a fund enters into a short sale
against the box, it will be required to set aside securities
equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities) and will
be required to hold such securities while the short sale is
outstanding. The fund will incur transaction costs, including interest
expenses, in connection with opening, maintaining, and closing short
sales against the box.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease a fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values, mortgage securities, corporate borrowing rates, or
other factors such as security prices or inflation rates. Swap
agreements can take many different forms and are known by a variety of
names. A fund is not limited to any particular form of swap agreement
if FMR determines it is consistent with the fund's investment
objective and policies.
In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a
fee by the other party. For example, the buyer of an interest rate cap
obtains the right to receive payments to the extent that a specified
interest rate exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the extent that a
specified interest rate falls below an agreed-upon level. An interest
rate collar combines elements of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from
one type of investment to another. For example, if the fund agreed to
exchange payments in dollars for payments in foreign currency, the
swap agreement would tend to decrease the fund's exposure to U.S.
interest rates and increase its exposure to foreign currency and
interest rates. Caps and floors have an effect similar to buying or
writing options. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of a fund's investments
and its share price.
The most significant factor in the performance of swap agreements is
the change in the specific interest rate, currency, or other factors
that determine the amounts of payments due to and from a fund. If a
swap agreement calls for payments by the fund, the fund must be
prepared to make such payments when due. In addition, if the
counterparty's creditworthiness declined, the value of a swap
agreement would be likely to decline, potentially resulting in losses.
Each fund expects to be able to eliminate its exposure under swap
agreements either by assignment or other disposition, or by entering
into an offsetting swap agreement with the same party or a similarly
creditworthy party.
Each fund will maintain appropriate liquid assets in a segregated
custodial account to cover its current obligations under swap
agreements. If a fund enters into a swap agreement on a net basis, it
will segregate assets with a daily value at least equal to the excess,
if any, of the fund's accrued obligations under the swap agreement
over the accrued amount the fund is entitled to receive under the
agreement. If a fund enters into a swap agreement on other than a net
basis, it will segregate assets with a value equal to the full amount
of the fund's accrued obligations under the agreement.
   WARRANTS. Warrants are instruments which entitle the holder to buy
an equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to
changes in the value of its underlying security. The price of a
warrant may be more volatile than the price of its underlying
security, and a warrant may offer greater potential for capital
appreciation as well as capital loss.    
   Warrants do not entitle a holder to dividends or voting rights with
respect to the underlying security and do not represent any rights in
the assets of the issuing company. A warrant ceases to have value if
it is not exercised prior to its expiration date. These factors can
make warrants more speculative than other types of investments.    
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed
on behalf of each fund by FMR pursuant to authority contained in the
management contract. If FMR grants investment management authority to
the sub-advisers (see the section entitled "Management   
Contract    "), the sub-advisers are authorized to place orders for
the purchase and sale of portfolio securities, and will do so in
accordance with the policies described below. FMR is also responsible
for the placement of transaction orders for other investment companies
and accounts for which it or its affiliates act as investment adviser.
In selecting broker-dealers, subject to applicable limitations of the
federal securities laws, FMR considers various relevant factors,
including, but not limited to: the size and type of the transaction;
the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability,
and financial condition of the broker-dealer firm; the broker-dealer's
execution services rendered on a continuing basis; the reasonableness
of any commissions; and arrangements for payment of fund expenses.
Generally, commissions for investments traded on foreign exchanges
will be higher than for investments traded on U.S. exchanges and may
not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts
over which FMR or its affiliates exercise investment discretion. Such
services may include advice concerning the value of securities; the
advisability of investing in, purchasing, or selling securities; and
the availability of securities or the purchasers or sellers of
securities. In addition, such broker-dealers may furnish analyses and
reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; effect
securities transactions, and perform functions incidental thereto
(such as clearance and settlement). The selection of such
broker-dealers generally is made by FMR (to the extent possible
consistent with execution considerations) in accordance with a ranking
of broker-dealers determined periodically by FMR's investment staff
based upon the quality of research and execution services provided.
The receipt of research from broker-dealers that execute transactions
on behalf of the funds may be useful to FMR in rendering investment
management services to the funds or its other clients, and conversely,
such research provided by broker-dealers who have executed transaction
orders on behalf of other FMR clients may be useful to FMR in carrying
out its obligations to the funds. The receipt of such research has not
reduced FMR's normal independent research activities; however, it
enables FMR to avoid the additional expenses that could be incurred if
FMR tried to develop comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that
are in excess of the amount of commissions charged by other
broker-dealers in recognition of their research and execution
services. In order to cause each fund to pay such higher commissions,
FMR must determine in good faith that such commissions are reasonable
in relation to the value of the brokerage and research services
provided by such executing broker-dealers, viewed in terms of a
particular transaction or FMR's overall responsibilities to the funds
and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation
should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided
assistance in the distribution of shares of the funds or shares of
other Fidelity funds to the extent permitted by law. FMR may use
research services provided by and place agency transactions with
   National Financial Services Corporati    on (NFSC) and Fidelity
Brokerage Services (FBS),    indirect     subsidiaries of FMR Corp.,
if the commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services. From September 1992 through December 1994, FBS operated
under the name Fidelity Brokerage Services Limited (FBSL). As of
January 1995, FBSL was converted to an unlimited liability company and
assumed the name FBS. 
FMR may allocate brokerage transactions to broker-dealers who have
entered into arrangements with FMR under which the broker-dealer
allocates a portion of the commissions paid by each fund toward
payment of the fund's expenses, such as transfer agent fees or
custodian fees. The transaction quality must, however, be comparable
to those of other qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for accounts which they or their affiliates manage, unless certain
requirements are satisfied. Pursuant to such requirements, the Board
of Trustees has authorized    NFSC     to execute portfolio
transactions on national securities exchanges in accordance with
approved procedures and applicable SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio
transactions on behalf of the funds and review the commissions paid by
each fund over representative periods of time to determine if they are
reasonable in relation to the benefits to the fund.
For the fiscal periods ended November 30, 19   97     and 1996, the
portfolio turnover rates were    93    % and    78    %, respectively
for Growth Company and    212    % and    105    %, respectively for
Emerging Growth. Because a high turnover rate increases transaction
costs and may increase taxable gains, FMR carefully weighs the
anticipated benefits of short-term investing against these
consequences. An increased turnover rate is due to a greater volume of
shareholder purchase orders, short-term interest rate volatility and
other special market conditions.
For the fiscal years ended November 199   7    , 1996, and 1995,
Growth Company paid brokerage commissions of $   12,824,000    ,
$6,686,000, and $4,960,000, respectively; and Emerging Growth paid
brokerage commissions of $   3,852,000    , $1,609,000, and $920,000,
respectively. Each fund pays both commissions and spreads in
connection with the placement of portfolio transactions. NFSC is paid
on a commission basis. During the fiscal years ended November 1997,
1996, and 1995, Growth Company paid brokerage commissions of
$   2,254,000    , $1,684,000, and $1,877,000, respectively; and
Emerging Growth paid brokerage commissions of    $648,000    ,
$366,000, and $238,000, respectively, to NFSC. During the fiscal year
ended November 1997, this amounted to approximately    17.58    % and
   16.82    %, respectively, of the aggregate brokerage commissions
paid by each fund involving approximately    28.10% and 22.83    %,
respectively, of the aggregate dollar amount of transactions for which
the funds paid brokerage commissions. The difference between the
percentage of brokerage commissions paid to and the percentage of the
dollar amount of transactions effected through NFSC is a result of the
low commission rates charged by NFSC.
During the fiscal years ended November    30,     19   97,    
1996,    and 1995,      Growth Company paid brokerage commissions of
$   7,000,     $20,000,    and $6,000,     respectively, and Emerging
Growth paid brokerage commissions of $   0,     $2,000,    and $2,000,
    respectively, to FBS. During the fiscal year ended November 1997,
this amounted to approximately    0.1% and 0%    , respectively, of
the aggregate brokerage commissions paid by each fund involving
approximately    0    % and    0    %, respectively, of the aggregate
dollar amount of transactions for which each fund paid brokerage
commissions.
During the fiscal year ended November 19   97,     Growth Company paid
$   12,653,000     in commissions to brokerage firms that provided
research services involving approximately $   11,755,256,000     of
transactions; during the fiscal year ended November 1   997    ,
Emerging Growth paid $   3,661,000     in commissions to brokerage
firms that provided research services involving approximately
$   3,619,709,000     of transactions. The provision of research
services was not necessarily a factor in the placement of all this
business with such firms.
From time to time the Trustees will review whether the recapture for
the benefit of the funds of some portion of the brokerage commissions
or similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at
present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are
available and are legally permissible and, if so, to determine in the
exercise of their business judgment whether it would be advisable for
each fund to seek such recapture.
Although the Trustees and officers of each fund are substantially the
same as those of other funds managed by FMR, investment decisions for
each fund are made independently from those of other funds managed by
FMR or accounts managed by FMR affiliates. It sometimes happens that
the same security is held in the portfolio of more than one of these
funds or accounts. Simultaneous transactions are inevitable when
several funds and accounts are managed by the same investment adviser,
particularly when the same security is suitable for the investment
objective of more than one fund or account.
When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with procedures believed to be appropriate and equitable
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund is
concerned. In other cases, however, the ability of the funds to
participate in volume transactions will produce better executions and
prices for the funds. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to each fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
VALUATION
Fidelity Service    Company, Inc.     (FSC) normally determines the
funds' net asset value per share (NAV) as of the close of the New York
Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time). The valuation
of portfolio securities is determined as of this time for the purpose
of computing the funds' NAV.
Portfolio securities are valued by various methods depending on the
primary market or exchange on which they trade. Most equity securities
for which the primary market is the United States are valued at last
sale price or, if no sale has occurred, at the closing bid price. Most
equity securities for which the primary market is outside the United
States are valued using the official closing price or the last sale
price in the principal market in which they are traded. If the last
sale price (on the local exchange) is unavailable, the last evaluated
quote or last bid price normally is used.    Securities of other
open-end investment companies are valued at their respective NAVs.    
Fixed-income securities and other assets for which market quotations
are readily available may be valued at market values determined by
such securities' most recent bid prices (sales prices if the principal
market is an exchange) in the principal market in which they normally
are traded, as furnished by recognized dealers in such securities or
assets.    Or    , fixed-income securities and convertible securities
may be valued on the basis of information furnished by a pricing
service that uses a valuation matrix which incorporates both
dealer-supplied valuations and electronic data processing techniques.
Use of pricing services has been approved by the Board of Trustees. A
number of pricing services are available, and the fund may use various
pricing services or discontinue the use of any pricing service.
Futures contracts and options are valued on the basis of market
quotations, if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the
close of the NYSE using the last quoted price on the local currency
and then translates the value of foreign securities from their local
currencies into U.S. dollars. Any changes in the value of forward
contracts due to exchange rate fluctuations and days to maturity are
included in the calculation of NAV. If an extraordinary event that is
expected to materially affect the value of a portfolio security occurs
after the close of an exchange on which that security is traded, then
that security will be valued as determined in good faith by a
committee appointed by the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which market quotations    and information furnished by a pricing
service     are not readily available are valued either at amortized
cost or at original cost plus accrued interest, both of which
approximate current value. In addition, securities and other assets
for which there is no readily available market value may be valued in
good faith by a committee appointed by the Board of Trustees. The
procedures set forth above need not be used to determine the value of
the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more
accurately reflect the fair market value of such securities.
PERFORMANCE
The funds may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is
not intended to indicate future returns. Each fund's share price,
yield, and total return fluctuate in response to market conditions and
other factors, and the value of fund shares when redeemed may be more
or less than their original cost.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect
all aspects of a fund's return, including the effect of reinvesting
dividends and capital gain distributions, and any change in the fund's
   NAV     over a stated period. Average annual total returns are
calculated by determining the growth or decline in value of a
hypothetical historical investment in a fund over a stated period, and
then calculating the annually compounded percentage rate that would
have produced the same result if the rate of growth or decline in
value had been constant over the period. For example, a cumulative
total return of 100% over ten years would produce an average annual
total return of 7.18%, which is the steady annual rate of return that
would equal 100% growth on a compounded basis in ten years. While
average annual total returns are a convenient means of comparing
investment alternatives, investors should realize that a fund's
performance is not constant over time, but changes from year to year,
and that average annual total returns represent averaged figures as
opposed to the actual year-to-year performance of the fund.
In addition to average annual total returns, a fund may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period. Average annual and
cumulative total returns may be quoted as a percentage or as a dollar
amount, and may be calculated for a single investment, a series of
investments, or a series of redemptions, over any time period. Total
returns may be broken down into their components of income and capital
(including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions
to total return. Total returns may be quoted on a before-tax or
after-tax basis and may be quoted with or without taking    Emerging
Growth's     3% maximum sales charge into account and may or may not
include the effect of Emerging Growth's    0.75    %    short-term
trading     fee on shares held less than 90 days. Excluding a fund's
sales charge or    short-term trading     fee from a total return
calculation produces a higher total return figure. Total returns,
yields, and other performance information may be quoted numerically or
in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using a fund's net asset values,
adjusted net asset values, and benchmark indices may be used to
exhibit performance. An adjusted NAV includes any distributions paid
by a fund and reflects all elements of its return. Unless otherwise
indicated, a fund's adjusted NAVs are not adjusted for sales charges,
if any.
MOVING AVERAGES. A fund may illustrate performance using moving
averages. A long-term moving average is the average of each week's
adjusted closing NAV for a specified period. A short-term moving
average is the average of each day's adjusted closing NAV for a
specified period. Moving Average Activity Indicators combine adjusted
closing NAVs from the last business day of each week with moving
averages for a specified period to produce indicators showing when an
NAV has crossed, stayed above, or stayed below its moving average. On
November 28, 19   97,     the 13-week and 39-week long-term moving
averages were $   48.83     and $   45.73    , respectively, for
Fidelity Growth Company Fund and $   30.81 and $28.25,
    respectively, for Fidelity Emerging Growth Fund.
HISTORICAL FUND RESULTS. The following table shows the funds' total
returns for periods ended November 30, 19   97.     Total return
figures include the effect of Emerging Growth's 3% sales charge, but
do not include the effect of the fund's 0.75%    short    -   term
trading     fee, applicable to shares held less than 90 days.
 
<TABLE>
<CAPTION>
<S>   <C>                            <C>   <C>   <C>                        <C>   <C>   
      Average Annual Total Returns               Cumulative Total Returns               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>              <C>              <C>              <C>              <C>               <C>               
                  One              Five             Ten              One              Five              Ten               
                  Year             Years            Years            Year             Years             Years             
 
                                                                                                                          
 
Growth Company        14.63    %       17.65    %       21.35    %       14.63    %       125.40    %       592.52    %   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>   <C>                            <C>   <C>   <C>                        <C>   <C>   
      Average Annual Total Returns               Cumulative Total Returns               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>              <C>              <C>              <C>              <C>               <C>               
                  One              Five             Life of          One              Five              Life of           
                  Year             Years            Fund*            Year             Years             Fund*             
 
                                                                                                                          
 
Emerging Growth       10.56    %       17.54    %       21.80    %       10.56    %       124.33    %       292.15    %   
 
</TABLE>
 
* From December 28, 1990 (commencement of operations).
The following    tables show     the income and capital elements of
each fund's cumulative total return. The table compares each fund's
return to the record of the Standard & Poor's 500 Index (S&P 500), the
Dow Jones Industrial Average (DJIA), and the cost of living, as
measured by the Consumer Price Index (CPI), over the same period. The
CPI information is as of the month-end closest to the initial
investment date for each fund. The S&P 500 and DJIA comparisons are
provided to show how each fund's total return compared to the record
of a broad unmanaged index of common stocks and a narrower set of
stocks of major industrial companies, respectively, over the same
period. Each fund has the ability to invest in securities not included
in either index, and its investment portfolio may or may not be
similar in composition to the indexes. The S&P 500 and DJIA returns
are based on the prices of unmanaged groups of stocks and, unlike each
fund's returns, do not include the effect of brokerage commissions or
other costs of investing.
The following tables show the growth in value of a hypothetical
$10,000 investment in each fund during the 10-year period ended or
life of fund, as applicable, assuming all distributions were
reinvested. The figures below reflect the fluctuating stock prices of
the specified periods and should not be considered representative of
the dividend income or capital gain or loss that could be realized
from an investment in a fund today. Tax consequences of different
investments have not been factored into the figures below.
During the 10-year period ended November 30, 19   97,     a
hypothetical $10,000 investment in Growth Company would have grown to
$   69,252.    
FIDELITY GROWTH COMPANY FUND                           INDICES               
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>        <C>           <C>             <C>               <C>               <C>               <C>               
Year      Value of   Value of      Value of        Total             S&P 500           DJIA              Cost of           
Ended     Initial    Reinvested    Reinvested      Value                                                 Living            
          $10,000    Dividend      Capital Gain                                                                            
          Investment Distributions Distributions                                                                           
 
                                                                                                                     
 
                                                                                                                        
 
                                                                                                                        
 
   1997   $ 40,202   $ 2,392       $ 26,658       $    69,252       $    55,623       $    57,303       $    13,995       
 
1996   $    36,588   $ 1,757       $ 22,066       $    60,411       $    43,282       $    46,910       $    13,744       
 
1995   $    32,286   $ 1,322       $ 16,923       $    50,531       $    33,851       $    35,730       $    13,310       
 
1994   $    23,739   $ 679         $ 11,363       $    35,781       $    24,712       $    25,688       $    12,990       
 
1993   $    25,975   $ 656         $ 8,714        $    35,345          $ 24,457       $    24,627       $    12,634       
 
1992   $    23,639   $ 518         $ 6,567        $    30,724       $    22,213       $    21,471       $    12,305       
 
1991   $    21,529   $ 369         $ 3,867        $    25,765       $    18,745       $    18,258       $    11,941       
 
1990   $    15,664   $ 268         $ 2,813        $    18,745       $    15,575       $    15,610       $    11,594       
 
1989   $    17,235   $ 149         $ 1,324        $    18,708       $    16,137       $    15,875       $    10,910       
 
1988   $    12,176   $ 10          $ 695          $    12,881       $    12,333       $    11,953       $    10,425       
 
</TABLE>
 
EXPLANATORY NOTES: With an initial investment of $10,000 in Growth
Company on November 30, 19   87    , the net amount invested in fund
shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $2   6,035    . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $   975 for dividends
and $10,933     for capital gain distributions. 
During the period from December 28, 1990 (commencement of operations)
to November 30, 19   97    , a hypothetical $10,000 investment in
Emerging Growth would have grown to $   39,215     including the
effect of the fund's 3   .00    % sales charge.
FIDELITY EMERGING GROWTH FUND                           INDICES               
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>        <C>           <C>             <C>               <C>               <C>               <C>               
Year      Value of   Value of      Value of        Total             S&P 500           DJIA              Cost of           
Ended     Initial    Reinvested    Reinvested      Value                                                 Living   **       
          $10,000    Dividend      Capital Gain                                                                            
          Investment Distributions Distributions                                                                           
 
                                                                                                                       
 
                                                                                                                        
 
                                                                                                                        
 
   1997   $ 28,790   $ 34          $    10,391     $    39,215       $    34,913       $    35,632       $    12,070       
 
1996      $ 25,579   $ 30          $ 8,797         $ 34,406          $ 27,205          $ 29,214          $ 11,854          
 
1995      $ 23,678   $ 28          $ 6,670         $ 30,376          $ 21,277          $ 22,251          $ 11,480          
 
1994      $ 16,083   $ 18          $ 4,480         $ 20,581          $ 15,533          $ 15,998          $ 11,203          
 
1993      $ 19,041   $ 22          $ 1,259         $ 20,322          $ 15,372          $ 15,337          $ 10,897          
 
1992      $ 16,412   $ 0           $ 544           $ 16,956          $ 13,962          $ 13,371          $ 10,613          
 
1991*     $ 14,366   $ 0           $ 0             $ 14,366          $ 11,782          $ 11,370          $ 10,299          
 
</TABLE>
 
* From December 28, 1990 (commencement of operations).
** From month-end closest to initial investment date.
EXPLANATORY NOTES: With an initial investment of $10,000 in Emerging
Growth on December 28, 1990, assuming the 3% sales charge had been in
effect, the net amount invested in fund shares was    $9,700.     The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $   16,372    . If distributions had not been reinvested,
the amount of distributions earned from the fund over time would have
been smaller, and cash payments for the period would have amounted to
$   19     for dividends and $   5,636     for capital gain
distributions. The figures in the table do not include the effect of
the fund's    0.75% short-term tradin    g fee applicable to shares
held less than 90 days.
PERFORMANCE COMPARISONS. A fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipper Analytical Services, Inc.
(Lipper), an independent service located in Summit, New Jersey that
monitors the performance of mutual funds. Generally, Lipper rankings
are based on total return, assume reinvestment of distributions, do
not take sales charges or    trading     fees into consideration, and
are prepared without regard to tax consequences. In addition to the
mutual fund rankings, a fund's performance may be compared to stock,
bond, and money market mutual fund performance indices prepared by
Lipper or other organizations. When comparing these indices, it is
important to remember the risk and return characteristics of each type
of investment. For example, while stock mutual funds may offer higher
potential returns, they also carry the highest degree of share price
volatility. Likewise, money market funds may offer greater stability
of principal, but generally do not offer the higher potential returns
available from stock mutual funds.
From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and
periodicals. For example, the fund may quote Morningstar, Inc. in its
advertising materials. Morningstar, Inc. is a mutual fund rating
service that rates mutual funds on the basis of risk-adjusted
performance. Rankings that compare the performance of Fidelity funds
to one another in appropriate categories over specific periods of time
may also be quoted in advertising.
   A fund's performance may also be compared to that of a benchmark
index representing the universe of securities in which the fund may
invest. The total return of a benchmark index reflects reinvestment of
all dividends and capital gains paid by securities included in the
index. Unlike a fund's returns, however, the index returns do not
reflect brokerage commissions, transaction fees, or other costs of
investing directly in the securities included in the index.    
   Growth Company may compare its performance to that of the Standard
& Poor's 500 Index, a widely recognized, unmanaged index of common
stocks.    
   Emerging Growth may compare its performance to that of the Russell
2000 Index, an unmanaged index of 2,000 small company stocks.    
A fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions.
Mutual funds differ from bank investments in several respects. For
example, a fund may offer greater liquidity or higher potential
returns than CDs, a fund does not guarantee your principal or your
return, and fund shares are not FDIC insured.
Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the    Consumer Price Index    ), and combinations of various capital
markets. The performance of these capital markets is based on the
returns of different indices. 
Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates total returns in
the same method as the funds. The funds may also compare performance
to that of other compilations or indices that may be developed and
made available in the future. 
In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; brokerage products and services; model
portfolios or allocations; saving for college or other goals; and
Charitable giving.    I    n addition, Fidelity may quote or reprint
financial or business publications and periodicals as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products. Fidelity may also reprint, and use as advertising and
sales literature, articles from Fidelity Focus   (Registered
trademark)    , a quarterly magazine provided free of charge to
Fidelity fund shareholders.
A fund may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote its current portfolio manager.
VOLATILITY. A fund may quote various measures of volatility and
benchmark correlation in advertising. In addition, the fund may
compare these measures to those of other funds. Measures of volatility
seek to compare the fund's historical share price fluctuations or
total returns to those of a benchmark. Measures of benchmark
correlation indicate how valid a comparative benchmark may be. All
measures of volatility and correlation are calculated using averages
of historical data. 
MOMENTUM INDICATORS indicate a fund's price movements over specific
periods of time. Each point on the momentum indicator represents the
fund's percentage change in price movements over that period.
A fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund at
periodic intervals, thereby purchasing fewer shares when prices are
high and more shares when prices are low. While such a strategy does
not assure a profit or guard against loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers
of shares are purchased at the same intervals. In evaluating such a
plan, investors should consider their ability to continue purchasing
shares during periods of low price levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which
may produce superior after-tax returns over time. For example, a
$1,000 investment earning a taxable return of 10% annually would have
an after-tax value of $1,949 after ten years, assuming tax was
deducted from the return each year at a 31% rate. An equivalent
tax-deferred investment would have an after-tax value of $2,100 after
ten years, assuming tax was deducted at a 31% rate from the
tax-deferred earnings at the end of the ten-year period.
As of November 30, 199   7, FMR advised over $29 billion in tax-free
fund assets, $99 billion in money market fund assets, $388 billion in
equity fund assets, $71 billion in international fund assets, and $24
b    illion in Spartan fund assets. The funds may reference the growth
and variety of money market mutual funds and the adviser's innovation
and participation in the industry. The equity funds under management
figure represents the largest amount of equity fund assets under
management by a mutual fund investment adviser in the United States,
making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Pursuant to Rule 22d-1 under the Investment Company Act of 1940 (the
1940 Act), FDC exercises its right to waive    Emerging Growth's
    front-end sales charge on shares acquired through reinvestment of
dividends and capital gain distributions or in connection with the
fund's merger with or acquisition of any investment company or trust.
In addition, FDC has chosen to waive Emerging Growth's sales charge in
certain instances because of efficiencies involved in those sales of
shares. The sales charge will not apply:
1. to shares purchased in connection with an employee benefit plan
(including the Fidelity-sponsored 403(b) and corporate IRA programs
but otherwise as defined in the Employee Retirement Income Security
Act) maintained by a U.S. employer and having more than 200 eligible
employees, or a minimum of $3,000,000 in plan assets invested in
Fidelity mutual funds, or as part of an employee benefit plan
maintained by a U.S. employer that is a member of a parent-subsidiary
group of corporations (within the meaning of Section 1563(a)(1) of the
Internal Revenue Code, with "50%" substituted for "80%") any member of
which maintains an employee benefit plan having more than 200 eligible
employees, or a minimum of $3,000,000 in plan assets invested in
Fidelity mutual funds, or as part of an employee benefit plan
maintained by a non-U.S. employer having 200 or more eligible
employees, or a minimum of $3,000,000 in assets invested in Fidelity
mutual funds, the assets of which are held in a bona fide trust for
the exclusive benefit of employees participating therein;
2. to shares purchased by an insurance company separate account used
to fund annuity contracts purchased by employee benefit plans
(including 403(b) programs, but otherwise as defined in the Employee
Retirement Income Security Act), which, in the aggregate, have either
more than 200 eligible employees or a minimum of $3,000,000 in assets
invested in Fidelity funds;
3. to shares in a Fidelity account purchased (including purchases by
exchange) with the proceeds of a distribution from an employee benefit
plan provided that: (i) at the time of the distribution, the employer,
or an affiliate (as described in exemption (1) above) of such
employer, maintained at least one employee benefit plan that qualified
for exemption 1 and that had at least some portion of its assets
invested in one or more mutual funds advised by FMR, or in one or more
accounts or pools advised by Fidelity Management Trust Company; and
(ii) either (a) the distribution is transferred from the plan to a
Fidelity IRA account within 60 days from the date of the distribution
or (b) the distribution is transferred directly from the plan into
another Fidelity account;
4. to shares purchased by a charitable organization (as defined for
purposes of Section 501(c)(3) of the Internal Revenue Code) investing
$100,000 or more;
5. to shares purchased for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as
defined for purposes of Section 501(c)(3) of the Internal Revenue
Code);
6. to shares purchased by an investor participating in the Fidelity
Trust Portfolios program (these investors must make initial
investments of $100,000 or more in the Trust Portfolios funds and
must, during the initial six-month period, reach and maintain an
aggregate balance of at least $500,000 in all accounts and subaccounts
purchased through the Trust Portfolios program);
   7. to shares purchased by a mutual fund for which FMR or an
affiliate serves as investment manager;    
8. to shares purchased through Portfolio Advisory Services or Fidelity
Charitable Advisory Services;
9. to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or    Fidelity International Limited     or
their direct or indirect subsidiaries (a Fidelity Trustee or
employee), the spouse of a Fidelity Trustee or employee, a Fidelity
Trustee or employee acting as custodian for a minor child, or a person
acting as trustee of a trust for the sole benefit of the minor child
of a Fidelity Trustee or employee;
10. to shares purchased by a bank trust officer, registered
representative, or other employee of a qualified recipient. Qualified
recipients are securities dealers or other entities, including banks
and other financial institutions, who have sold the fund's shares
under special arrangements in connection with FDC's sales activities;
   11. to shares purchased as part of a payroll deduction program
(including shares purchased in an amount less than $5,000 by
participants in the program within three months of the commencement of
their participation in the program from sources other than payroll
deduction) through an employer who has entered into a sales charge
waiver agreement and who (i) maintains an employee benefit plan that
either qualifies for exemption (1) above or is in the CORPORATEplan
for Retirement Program and has at least some of its plan assets in
Fidelity-managed products, or (ii) is a member of the Fidelity Retail
Advisory Group and has more than 500 employees;    
12. to shares purchased by contributions and exchanges to the
following prototype or prototype-like retirement plans sponsored by
FMR Corp. or FMR and that are marketed and distributed directly to
plan sponsors or participants without any intervention or assistance
from any intermediary distribution channel: The Fidelity
   Traditional IRA, The Fidelity Roth IRA, The Fidelity Roth
Conversion     IRA,    T    he Fidelity Rollover IRA, The Fidelity
SEP-IRA and SARSEP, The Fidelity SIMPLE IRA, The Fidelity Retirement
Plan, Fidelity Defined Benefit Plan, The Fidelity Group IRA, The
Fidelity 403(b) Program, The Fidelity Investments 401(a) Prototype
Plan for Tax-Exempt Employers, and The CORPORATEplan for Retirement
(Profit Sharing and Money Purchase Plan);
13. to shares purchased as part of a pension or profit-sharing plan as
defined in Section 401(a) of the Internal Revenue Code that maintains
all of its mutual fund assets in Fidelity mutual funds, provided the
plan executes a Fidelity non-prototype sales charge waiver request
form confirming its qualification;
14. to shares purchased by a registered investment adviser (RIA) for
his or her discretionary accounts, provided he or she executes a
Fidelity RIA load waiver agreement which specifies certain aggregate
minimum and operating provisions. This waiver is available only for
shares purchased directly from Fidelity, without a broker, unless
purchased through a brokerage firm which is a correspondent of
National Financial Services Corporation (NFSC). The waiver is
unavailable, however, if the RIA is part of an organization
principally engaged in the brokerage business, unless the brokerage
firm in the organization is an NFSC correspondent; or
15. to shares purchased by a trust institution or bank trust
department for its non-discretionary, non-retirement fiduciary
accounts, provided it executes a Fidelity Trust load waiver agreement
which specifies certain aggregate minimum and operating provisions.
This waiver is available only for shares purchased either directly
from Fidelity or through a bank-affiliated broker, and is unavailable
if the trust department or institution is part of an organization not
principally engaged in banking or trust activities.
Emerging Growth's sales charge may be reduced to reflect sales charges
previously paid, or that would have been paid absent a reduction for
some purchases made directly with Fidelity as noted in the prospectus,
in connection with investments in other Fidelity funds. This includes
reductions for investments in prototype-like retirement plans
sponsored by FMR or FMR Corp., which are listed above.
Each fund is open for business and its net asset value per share (NAV)
is calculated each day the New York Stock Exchange (NYSE) is open for
trading. The NYSE has designated the following holiday closings for   
1998    : New Year's Day,    Martin Luther King's Birthday,    
Presidents' Day, Good Friday, Memorial Day, Independence Day
   (observed)    , Labor Day, Thanksgiving Day, and Christmas Day.
Although FMR expects the same holiday schedule to be observed in the
future, the NYSE may modify its holiday schedule at any time. In
addition, the funds will not process wire purchases and redemptions on
days when the Federal Reserve Wire System is closed.
FSC normally determines each fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated
earlier if trading on the NYSE is restricted or as permitted by the
Securities and Exchange Commission (SEC). To the extent that portfolio
securities are traded in other markets on days when the NYSE is
closed, a fund's NAV may be affected on days when investors do not
have access to the fund to purchase or redeem shares. In addition,
trading in some of a fund's portfolio securities may not occur on days
when the fund is open for business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are
valued in computing a fund's NAV. Shareholders receiving securities or
other property on redemption may realize a gain or loss for tax
purposes, and will incur any costs of sale, as well as the associated
inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the
1940 Act), each fund is required to give shareholders at least 60
days' notice prior to terminating or modifying its exchange privilege.
Under the Rule, the 60-day notification requirement may be waived if
(i) the only effect of a modification would be to reduce or eliminate
an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund
suspends the redemption of the shares to be exchanged as permitted
under the 1940 Act or the rules and regulations thereunder, or the
fund to be acquired suspends the sale of its shares because it is
unable to invest amounts effectively in accordance with its investment
objective and policies.
In the Prospectus, each fund has notified shareholders that it
reserves the right at any time, without prior notice, to refuse
exchange purchases by any person or group if, in FMR's judgment, the
fund would be unable to invest effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and
the U.S. Postal Service cannot deliver your checks, or if your checks
remain uncashed for six months, Fidelity may reinvest your
distributions at the then-current NAV. All subsequent distributions
will then be reinvested until you provide Fidelity with alternate
instructions.
DIVIDENDS. A portion of each fund's income may qualify for the
dividends-received deduction available to corporate shareholders to
the extent that each fund's income is derived from qualifying
dividends. Because each fund may earn other types of income, such as
interest, income from securities loans, non-qualifying dividends, and
short-term capital gains, the percentage of dividends from the fund
that qualifies for the deduction generally will be less than 100%.
Each fund will notify corporate shareholders annually of the
percentage of fund dividends that qualifies for the dividends-received
deduction. A portion of each fund's dividends derived from certain
U.S.    G    overnment obligations may be exempt from state and local
taxation. Gains (losses) attributable to foreign currency fluctuations
are generally taxable as ordinary income, and therefore will increase
(decrease) dividend distributions. Short-term capital gains are
distributed as dividend income. Each fund will send each shareholder a
notice in January describing the tax status of dividends and capital
gain distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by each
fund on the sale of securities and distributed to shareholders are
federally taxable as long-term capital gains, regardless of the length
of time shareholders have held their shares. If a shareholder receives
a capital gain distribution on shares of a fund, and such shares are
held six months or less and are sold at a loss, the portion of the
loss equal to the amount of the capital gain distribution will be
considered a long-term loss for tax purposes. Short-term capital gains
distributed by each fund are taxable to shareholders as dividends, not
as capital gains. 
As of November 30, 199   7, Growth Company Fund and Emerging Growth
Fund     hereby designates approximately $   205,254,000 and
$55,858,000, respectively,     as a capital gain dividend for the
purpose of the dividend-paid deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments
may also impose taxes on other payments or gains with respect to
foreign securities. If, at the close of its fiscal year, more than 50%
of a fund's total assets are invested in securities of foreign
issuers, the fund may elect to pass through foreign taxes paid and
thereby allow shareholders to take a credit or deduction on their
individual tax returns.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company
and avoid being subject to federal income or excise taxes at the fund
level, each fund intends to distribute substantially all of its net
investment income and net realized capital gains within each calendar
year as well as on a fiscal year basis,    and     intends to comply
with other tax rules applicable to regulated investment companies.
If a fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the
Internal Revenue Code, it may be subject to U.S. federal income tax on
a portion of any excess distribution or gain from the disposition of
such shares. Interest charges may also be imposed on a fund with
respect to deferred taxes arising from such distributions or gains.
Generally, each fund will elect to mark-to-market any PFIC shares.
Unrealized gains will be recognized as income for tax purposes and
must be distributed to shareholders as dividends.
Each fund is treated as a separate entity from the other funds of
Fidelity Mt. Vernon Street Trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. In addition to federal income taxes, shareholders may be
subject to state and local taxes on fund distributions, and shares may
be subject to state and local personal property taxes. Investors
should consult their tax advisers to determine whether a fund is
suitable to their particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two
classes. Class B is held predominantly by members of the Edward C.
Johnson 3d family and is entitled to 49% of the vote on any matter
acted upon by the voting common stock. Class A is held predominantly
by non-Johnson family member employees of FMR Corp. and its affiliates
and is entitled to 51% of the vote on any such matter. The Johnson
family group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Under
the    1940 Act,     control of a company is presumed where one
individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting
common stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the 1940 Act, to
form a controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.
Fidelity investment personnel may invest in securities for their own
account   s     pursuant to a code of ethics that sets forth all
employees' fiduciary responsibilities regarding the funds, establishes
procedures for personal investing and restricts certain transactions.
For example, all personal trades in most securities require
pre-clearance, and participation in initial public offerings is
prohibited. In addition, restrictions on the timing of personal
investing in relation to trades by Fidelity funds and on short-term
trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees,    Members of the Advisory Board,     and executive
officers of the trust are listed below. Except as indicated, each
individual has held the office shown or other offices in the same
company for the last five years. All persons named as Trustees    and
Members of the Advisory Board     also serve in similar capacities for
other funds advised by FMR. The business address of each Trustee,
   Member of the Advisory Board,     and officer who is an "interested
person" (as defined in the Investment Company Act of 1940) is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the
address of FMR. The business address of all the other Trustees is
Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.
Those Trustees who are "interested persons" by virtue of their
affiliation with either the trust or FMR are indicated by an asterisk
(*).
*EDWARD C. JOHNSON 3d    (67    ), Trustee and President, is Chairman,
Chief Executive Officer and a Director of FMR Corp.; a Director and
Chairman of the Board and of the Executive Committee of FMR; Chairman
and a Director of FMR Texas Inc., Fidelity Management & Research
(U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
J. GARY BURKHEAD (56), Member of the Advisory Board (1997), is Vice
Chairman and a Member of the Board of Directors of FMR Corp. (1997)
and President of    Fidelity Personal Investments and Brokerage Group
(1997)    . Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.
RALPH F. COX (   65    ), Trustee, is President of RABAR
   Enterprises (management consulting-engineering industry, 1994)    .
Prior to February 1994, he was President of Greenhill Petroleum
Corporation (petroleum exploration and production). Until March 1990,
Mr. Cox was President and Chief Operating Officer of Union Pacific
Resources Company (exploration and production). He is a Director of
   USA Waste Services, Inc.     (non-hazardous waste, 1993), CH2M Hill
Companies (engineering), Rio Grande, Inc. (oil and gas production),
and Daniel Industries (petroleum measurement equipment manufacturer).
In addition, he is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.
PHYLLIS BURKE DAVIS    (65),     Trustee (1992). Prior to her
retirement in September 1991, Mrs. Davis was the Senior Vice President
of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton
Corporation (manufacturing, 1991), and the TJX Companies, Inc. (retail
stores), and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of
the President's Advisory Council of The University of Vermont School
of Business Administration.
   ROBERT M. GATES (53), Trustee (1997), is a consultant, author, and
lecturer (1993). Mr. Gates was Director of the Central Intelligence
Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates served as
Assistant to the President of the United States and Deputy National
Security Advisor. Mr. Gates is currently a Trustee for the Forum For
International Policy, a Board Member for the Virginia Neurological
Institute, and a Senior Advisor of the Harvard Journal of World
Affairs. In addition, Mr. Gates also serves as a member of the
corporate board for LucasVarity PLC (automotive components and diesel
engines), Charles Stark Draper Laboratory (non-profit), NACCO
Industries, Inc. (mining and manufacturing), and TRW Inc. (original
equipment and replacement products).    
E. BRADLEY JONES    (70    ), Trustee. Prior to his retirement in
1984, Mr. Jones was Chairman and Chief Executive Officer of LTV Steel
Company. He is a Director of TRW Inc. (original equipment and
replacement products), Consolidated Rail Corporation, Birmingham Steel
Corporation, and RPM, Inc. (manufacturer of chemical products), and he
previously served as a Director of NACCO Industries, Inc. (mining and
   manufacturing, 1985-1995)    , Hyster-Yale Materials Handling, Inc.
(1985-1995), and    Cleveland-Cliffs Inc (mining),     and as a
Trustee of First Union Real Estate Investments.    In addition, he
serves as     a Trustee    of the Cleveland Clinic Foundation, where
he has also been a     member of the Executive Committee    as well as
Chairman     of the    Board and President,     a Trustee and member
of the Executive Committee of University School (Cleveland), and a
Trustee of Cleveland Clinic Florida. 
DONALD J. KIRK    (65    ), Trustee, is Executive-in-Residence (1995)
at Columbia University Graduate School of Business and a financial
consultant. From 1987 to January 1995, Mr. Kirk was a Professor at
Columbia University Graduate School of Business. Prior to 1987, he was
Chairman of the Financial Accounting Standards Board. Mr. Kirk is a
Director of General Re Corporation (reinsurance), and he previously
served as a Director of Valuation Research Corp. (appraisals and
valuations, 1993-1995). In addition, he serves as Chairman of the
Board of Directors of the National Arts Stabilization Fund, Chairman
of the Board of Trustees of the Greenwich Hospital Association, a
Member of the Public Oversight Board of the American Institute of
Certified Public Accountants' SEC Practice Section (1995), and as a
Public Governor of the National Association of Securities Dealers,
Inc. (1996).
*PETER S. LYNCH (   54    ), Trustee, is Vice Chairman and Director of
FMR (1992). Prior to May 31, 1990, he was a Director of FMR and
Executive Vice President of FMR (a position he held until March 31,
1991); Vice President of Fidelity Magellan Fund and FMR Growth Group
Leader; and Managing Director of FMR Corp. Mr. Lynch was also Vice
President of Fidelity Investments Corporate Services (1991-1992). In
addition, he serves as a Trustee of Boston College, Massachusetts Eye
& Ear Infirmary, Historic Deerfield (1989) and Society for the
Preservation of New England Antiquities, and as an Overseer of the
Museum of Fine Arts of Boston.
WILLIAM O. McCOY (   64), Trustee     (1997), is the Vice President of
Finance for the University of North Carolina (16-school system, 1995).
Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman
of the Board of BellSouth Corporation (telecommunications, 1984) and
President of BellSouth Enterprises (1986). He is currently a Director
of Liberty Corporation (holding company, 1984), Weeks Corporation of
Atlanta (real estate, 1994), Carolina Power and Light Company
(electric utility, 1996), and the Kenan Transport Co. (1996).
Previously, he was a Director of First American Corporation (bank
holding company, 1979-1996). In addition, Mr. McCoy serves as a member
of the Board of Visitors for the University of North Carolina at
Chapel Hill (1994) and for the Kenan-Flager Business School
(University of North Carolina at Chapel Hill, 1988).
GERALD C. McDONOUGH (   68    ), Trustee and    Chairman     of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director of York
International Corp. (air conditioning and refrigeration), Commercial
Intertech Corp. (hydraulic systems, building systems, and metal
products, 1992), CUNO, Inc. (liquid and gas filtration products,
1996), and Associated Estates Realty Corporation (a real estate
investment trust, 1993). Mr. McDonough served as a Director of
ACME-Cleveland Corp. (metal working, telecommunications, and
electronic products) from 1987-1996    and Brush-Wellman Inc. (metal
refining) from 1983-1997.     
MARVIN L. MANN    (64)    , Trustee (1993) is Chairman of the Board,
President, and Chief Executive Officer of Lexmark International, Inc.
(office machines, 1991). Prior to 1991, he held the positions of Vice
President of International Business Machines Corporation ("IBM") and
President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993),    Imation Corp. (imaging and information storage, 1997),    
and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State
United Way (1993) and is a member of the University of Alabama
President's Cabinet.
   *ROBERT C. POZEN (51), Trustee (1997) and Senior Vice President, is
also President and a Director of FMR (1997); and President and a
Director of Fidelity Investments Money Management, Inc. (1997),
Fidelity Management & Research (U.K.) Inc. (1997), and Fidelity
Management & Research (Far East) Inc. (1997). Previously, Mr. Pozen
served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.    
THOMAS R. WILLIAMS    (69)    , Trustee, is President of The Wales
Group, Inc. (management and financial advisory services). Prior to
retiring in 1987, Mr. Williams served as Chairman of the Board of
First Wachovia Corporation (bank holding company), and Chairman and
Chief Executive Officer of The First National Bank of Atlanta and
First Atlanta Corporation (bank holding company).    He is currently a
Director of ConAgra, Inc. (agricultural products), Georgia Power
Company (electric utility), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants,
1992).    
   ABIGAIL P. JOHNSON (35), is Vice President of certain Equity Funds
(1997), and is a Director of FMR Corp. (1994). Before assuming her
current responsibilities, Ms. Johnson managed a number of Fidelity
funds.    
STEVEN WYMER (   35    ), is Vice President of    Fidelity     Growth
Company    Fund (1997). Prior to his current responsibilities, Mr.
Wymer has managed a variety of Fidelity funds.    
   ERIC D. ROITER (49), Secretary (1998), is Vice President (1998) and
General Counsel of FMR (1998). Mr. Roiter was an Adjunct Member,
Faculty of Law, at Columbia University Law School (1996-1997). Prior
to joining Fidelity, Mr. Roiter was a partner at Debevoise & Plimpton
(1981-1997) and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981).    
R   ICHARD A. SILVER (50), Treasurer (1997), is Treasurer of the
Fidelity funds and is an employee of FMR (1997). Before joining FMR,
Mr. Silver served as Executive Vice President, Fund Accounting &
Administration at First Data Investor Services Group, Inc.
(1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and
Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also
served as Chairman of the Accounting/Treasurer's Committee of the
Investment Company Institute (1987-1993).    
JOHN H. COSTELLO (   51    ), Assistant Treasurer, is an employee of
FMR.
LEONARD M. RUSH (   51    ), Assistant Treasurer (1994), is an
employee of FMR (1994). Prior to becoming Assistant Treasurer of the
Fidelity funds, Mr. Rush was Chief Compliance Officer of FMR Corp.
(1993-1994) and Chief Financial Officer of Fidelity Brokerage
Services, Inc. (1990-1993).
The following table sets forth information describing the compensation
of each Trustee    and Member of the Advisory Board     of each fund
for his or her services for the fiscal year ended November 30,
1   997, or calendar year ended December 31, 1997, as applicable.    
 
<TABLE>
<CAPTION>
<S>                             <C>                          <C>                           <C>                             
COMPENSATION TABLE                                                                                                         
 
Trustees                        Aggregate                    Aggregate                        Total                       
and                             Compensation        from     Compensation from                Compensation from the        
Members of the Advisory Board   Growth CompanyB,C   ,E       Emerging GrowthB,D   ,F          Fund Complex*A               
 
J. Gary Burkhead**              $    0                       $    0                           $ 0                          
 
Ralph F. Cox                    $    4,160                   $    784                         $ 214,500                    
 
Phyllis Burke Davis             $    4,069                   $    766                         $ 210,000                    
 
   Richard J. Flynn***             $ 252                     $    52                          $ 0                          
 
Robert M. Gates***   *          $    3,270                   $    603                         $ 176,000                    
 
Edward C. Johnson 3d**          $    0                       $    0                           $ 0                          
 
E. Bradley Jones                $    4,101                   $    773                         $ 211,500                    
 
Donald J. Kirk                  $    4,101                   $    773                         $ 211,500                    
 
Peter S. Lynch**                $    0                       $    0                           $ 0                          
 
William O. McCoy*****           $    4,279                   $    806                         $ 214,500                    
 
Gerald C. McDonough             $    5,044                   $    949                         $ 264,500                    
 
   Edward H. Malone***             $ 245                        $ 50                          $ 0                          
 
Marvin L. Mann                  $    4,160                   $    784                         $ 214,500                    
 
Robert C. Pozen**               $    0                       $    0                           $ 0                          
 
Thomas R. Williams              $    4,163                   $    785                         $ 214,500                    
 
</TABLE>
 
* Information is    for the calendar year ended     December 31, 1997
for 230 funds in the complex.
** Interested    Trustees     of the    funds and Mr. Burkhead     are
compensated by FMR.
   *** Richard J. Flynn and Edward H. Malone served on the Board of
Trustees through December 31, 1996.    
***   * Mr. Gates was appointed to the Board of Trustees of Fidelity
Mt. Vernon Street Trust effective March 1, 1997.     
***   ** During the period from May 1, 1996 through December 31, 1996,
William O. McCoy served as a Member of the Advisory Board of the
trust. Mr. McCoy was appointed to the Board of Trustees of Fidelity
Mt. Vernon Street Trust effective January 1, 1997.    
   A Compensation figures include cash, amounts required to be
deferred, and may include amounts deferred at the election of
Trustees. For the calendar year ended December 31, 1997, the Trustees
accrued required deferred compensation from the funds as follows:
Ralph F. Cox, $75,000, Phyllis Burke Davis, $75,000, Robert M. Gates,
$62,500, E. Bradley Jones, $75,000, Donald J. Kirk, $75,000, William
O. McCoy, $75,000, Gerald C. McDonough, $87,500, Marvin L. Mann,
$75,000, and Thomas R. Williams, $75,000. Certain of the
non-interested Trustee elected voluntarily to defer a portion of their
compensation: Ralph F. Cox, $53,699, Marvin L. Mann, $53,699, and
Thomas R. Williams, $62,462.    
   B Compensation figures include cash, and may include amounts
required to be deferred, a pro rata portion of benefits accrued under
the retirement program for the period ended December 30, 1996 and
required to be deferred, and amounts deferred at the election of
Trustees.    
   C The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $1,863, Phyllis Burke Davis, $1,863, Richard J. Flynn, $0, Robert
M. Gates, $802, E. Bradley Jones, $1,863, Donald J. Kirk, $1,863,
William O. McCoy, $1,791, Gerald C. McDonough, $2,172, Edward H.
Malone, $9, Marvin L. Mann, $1,863, and Thomas R. Williams,
$1,863.    
   D The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $350, Phyllis Burke Davis, $350, Richard J. Flynn, $0, Robert M.
Gates, $284, E. Bradley Jones, $350, Donald J. Kirk, $350, William O.
McCoy, $356, Gerald C. McDonough, $407, Edward H. Malone, $2, Marvin
L. Mann, $350, and Thomas R. Williams, $350.    
   E Ralph F. Cox, $1,748, Marvin L. Mann, $1,748, Thomas R. Williams,
$1,544, Edward H. Malone, $236.    
   F Ralph F. Cox, $331, Marvin L. Mann, $331, Thomas R. Williams,
$289, Edward H. Malone, $48.    
Under a retirement program adopted in July 1988 and modified in
November    1995 and November 1996    , each non-interested Trustee
   who retired before December 30, 1996     may receive payments from
a Fidelity fund during his or her lifetime based on his or her basic
trustee fees and length of service. The obligation of a fund to make
such payments is neither secured nor funded. A Trustee became eligible
to participate in the program at the end of the    calendar     year
in which he or she    reached     age 72, provided that, at the time
of retirement, he or she    had     served as a Fidelity fund Trustee
for at least five years.
   Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are treated as though equivalent dollar amounts had been invested
in shares of a cross-section of Fidelity funds including funds in each
major investment discipline and representing a majority of Fidelity's
assets under management (the Reference Funds). The amounts ultimately
received by the Trustees under the Plan will be directly linked to the
investment performance of the Reference Funds. Deferral of fees in
accordance with the Plan will have a negligible effect on a fund's
assets, liabilities, and net income per share, and will not obligate a
fund to retain the services of any Trustee or to pay any particular
level of compensation to the Trustee. A fund may invest in the
Reference Funds under the Plan without shareholder approval.    
   As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In
connection with the termination of the retirement program, each
then-existing non-interested Trustee received a credit to his or her
Plan account equal to the present value of the estimated benefits that
would have been payable under the retirement program. The amounts
credited to the non-interested Trustees' Plan accounts are subject to
vesting and are treated as though equivalent dollar amounts had been
invested in shares of the Reference Funds. The amounts ultimately
received by the Trustees in connection with the credits to their Plan
accounts will be directly linked to the investment performance of the
Reference Funds. The termination of the retirement program and related
crediting of estimated benefits to the Trustees' Plan accounts did not
result in a material cost to the funds.    
   As of November 30, 1997     the Trustees, Members of the Advisory
Board, and officers of each fund owned, in the aggregate, less than
   1    % of each fund's total outstanding shares.
MANAGEMENT CONTRACTS
   FMR is manager of Growth Company and Emerging Growth pursuant to
management contracts dated January 1, 1995, and December 1, 1994,
respectively, which were approved by shareholders on December 14,
1994, and November 16, 1994, respectively.    
MANAGEMENT SERVICES.    Each fund employs FMR to furnish investment
advisory and other services. Under the terms of     its management
contract with each fund, FMR acts as investment adviser and, subject
to the supervision of the Board of Trustees, directs the investments
of the fund in accordance with its investment objective, policies, and
limitations. FMR also provides each fund with all necessary office
facilities and personnel for servicing    the     fund's investments,
compensates all officers of each fund and all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of each
fund or FMR performing services relating to research, statistical, and
investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal    securities
laws     and    making necessary filings under     state
   securities     laws; developing management and shareholder services
for each fund; and furnishing reports, evaluations, and analyses on a
variety of subjects to the Trustees.
MANAGEMENT-RELATED EXPENSES. In addition to the management fee payable
to FMR and the fees payable to    the transfer, dividend disbursing,
and shareholder servicing agent, and pricing and bookkeeping agent,
and securities lending agent, as applicable     each fund pays all of
its expenses that are not assumed by those parties. Each fund pays for
the typesetting, printing, and    mailing of it    s proxy materials
to shareholders, legal expenses, and the fees of the custodian,
auditor and non-interested Trustees.    Each fund's management
contract further provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders; however, under the
terms of each fund's transfer agent agreement, the transfer agent
bears the costs of providing these services to existing shareholders
classes. Other expenses paid by each fund, or each class thereof, as
applicable, include interest, taxes, brokerage commissions, the fund's
proportionate share of insurance premiums and Investment Company
Institute dues, and the costs of registering shares under federal
securities laws and making necessary filings under state securities
laws. Each fund is also liable for such non-recurring expenses as may
arise, including costs of any litigation to which the fund may be a
party, and any obligation it may have to indemnify its officers and
Trustees with respect to litigation.    
       MANAGEMENT FEES.    For the services of FMR under the
management contract, each fund pays FMR a monthly management fee which
has two components: a basic fee, which is the sum of a group fee rate
and an individual fund fee rate, and a performance adjustment based on
a comparison of each fund's performance to that of the S&P 500 and the
Russell 2000.    
   The group fee rate is based on the monthly average net assets of
all of the registered investment companies with which FMR has
management contracts.    
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group     Annualized   Group Net        Effective Annual   
Assets            Rate         Assets           Fee Rate           
 
 0 - $3 billion   .5200%        $ 0.5 billion   .5200%             
 
 3 - 6            .4900          25             .4238              
 
 6 - 9            .4600          50             .3823              
 
 9 - 12           .4300          75             .3626              
 
 12 - 15          .4000           100           .3512              
 
 15 - 18          .3850           125           .3430              
 
 18 - 21          .3700          150            .3371              
 
 21 - 24          .3600          175            .3325              
 
 24 - 30          .3500          200            .3284              
 
 30 - 36          .3450          225            .3253              
 
 36 - 42          .3400          250            .3223              
 
 42 - 48          .3350          275            .3198              
 
 48 - 66          .3250          300            .3175              
 
 66 - 84          .3200          325            .3153              
 
 84 - 102         .3150          350            .3133              
 
 102 - 138        .3100                                            
 
 138 - 174        .3050                                            
 
 174 - 228        .3000                                            
 
 228 - 282        .2950                                            
 
 282 - 336        .2900                                            
 
 Over 336         .2850                                            
 
Prior to January 1, 1995 and December 1, 1994, the group fee rate was
based on a schedule with breakpoints ending at    0    .3100% for
average group assets in excess of $102 billion for Growth Company, and
   0    .3000% for average group assets in excess of $174 billion for
Emerging Growth. The group fee rate breakpoints shown above for
average group assets in excess of $138 billion and under $228 billion
were voluntarily adopted by FMR on January 1, 1992. The additional
breakpoints shown above for average group assets in excess of $228
billion were voluntarily adopted by FMR on November 1, 1993.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints for average group
assets in excess of $210 billion and under $390 billion as shown in
the schedule below. The revised group fee rate schedule was identical
to the above schedule for average group assets under $210 billion.
Each fund's current management contract reflects the group fee rate
schedule above for average group assets under $210 billion and the
group fee rate schedule below for average group assets in excess of
$210 billion and under $390 billion.
On January 1, 1996, FMR voluntarily added new breakpoints to the
revised schedule for average group assets in excess of $390 billion,
pending shareholder approval of a new management contract reflecting
the additional breakpoints. The revised group fee rate schedule and
its extensions provide for lower management fee rates as FMR's assets
under management increase. The revised group fee rate schedule for
average group assets in excess of $210 billion and up to $390 billion
with additional breakpoints voluntarily adopted by FMR for average
group assets in excess of $390 billion is as follows:
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group         Annualized   Group Net       Effective Annual   
Assets                Rate         Assets          Fee Rate           
 
 138 - $174 billion   .3050%        $150 billion   .3371%             
 
 174 - 210            .3000          175           .3325              
 
 210 - 246            .2950          200           .3284              
 
 246 - 282            .2900          225           .3249              
 
 282 - 318            .2850          250           .3219              
 
 318 - 354            .2800          275           .3190              
 
 354 - 390            .2750          300           .3163              
 
 390 - 426            .2700          325           .3137              
 
 426 - 462            .2650          350           .3113              
 
 462 - 498            .2600          375           .3090              
 
 498 - 534            .2550          400           .3067              
 
 Over 534             .2500          425           .3046              
 
                                      450          .3024              
 
                                     475           .3003              
 
                                     500           .2982              
 
                                     525           .2962              
 
                                     550           .2942              
 
   The group fee rate is calculated on a cumulative basis pursuant to
the graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $543 billion of group net assets - the approximate level for
November 1997 - was 0.2947%, which is the weighted average of the
respective fee rates for each level of group net assets up to $543
billion.    
   The     individual fund fee rate    for Growth Company Fund and
Emerging Growth Fund is 0.30% and 0.35%, respectively    . Based on
the average group net assets of the funds advised by FMR for November
19   97 each fund's     annual basic fee rate would be calculated as
follows:
 
<TABLE>
<CAPTION>
<S>               <C>              <C>   <C>                        <C>   <C>              
                  Group Fee Rate         Individual Fund Fee Rate         Basic Fee Rate   
 
Growth Company    0.   2947    %   +     0.   30    %               =     0.   5947    %   
 
Emerging Growth   0   .2947    %   +     0.   35    %               =     0.   6447    %   
 
</TABLE>
 
One-twelfth of this annual basic fee rate is applied to each fund's
net assets averaged for the most recent month, giving a dollar amount,
which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT.    The basic fee for each fund
is subject to upward or downward adjustment, depending upon whether,
and to what extent, the fund's investment performance for the
performance period exceeds, or is exceeded by, the record of the S&P
500 and The Russell 2000, respectively, (the Index) over the same
period. The performance period consists of the most recent month plus
the previous 35 months.    
   Each percentage point of difference, calculated to the nearest
1.00% (up to a maximum difference of (plus/minus)10.00 is multiplied
by a performance adjustment rate of 0.02%.    
   The performance comparison is made at the end of each month. One
twelfth (1/12) of this rate is then applied to the fund's average net
assets for the entire performance period, giving a dollar amount which
will be added to (or subtracted from) the basic fee.    
   The maximum annualized adjustment rate is (plus/minus)0.20% of a
fund's average net assets over the performance period.    
   A     fund's performance is calculated based on change in
   NAV    . For purposes of calculating the performance adjustment,
any dividends or capital gain distributions paid by    the     fund
are treated as if reinvested in fund shares at the    NAV     as of
the record date for payment. The record of the Index is based on
change in value and is adjusted for any cash distributions from the
companies whose securities compose the Index.
Because the adjustment to the basic fee is based on a fund's
performance compared to the investment record of the Index, the
controlling factor is not whether the fund's performance is up or down
per se, but whether it is up or down more or less than the record of
the Index. Moreover, the comparative investment performance of the
fund is based solely on the relevant performance period without regard
to the cumulative performance over a longer or shorter period of time.
   The following table shows the amount of management fees paid by
each fund to FMR for the past three fiscal years, and the amount of
negative or positive performance adjustments to the management fees
paid by each fund.    
 
<TABLE>
<CAPTION>
<S>               <C>                  <C>                     <C>                    
Fund              Fiscal Years Ended   Performance             Management Fees        
                  November 1997        Adjustment              Paid to FMR            
 
Growth Company    1997                 $    (12,580,000)       $    48,261,000    *   
 
                  1996                 $ 1,041,000             $ 48,984,000*          
 
                  1995                 $ 3,306,000             $ 30,448,000*          
 
Emerging Growth   1997                 $    2,274,000          $    14,634,000    *   
 
                  1996                 $ 1,915,000             $ 12,452,000*          
 
                  1995                 $ 930,000               $ 6,997,000*           
 
</TABLE>
 
*    Including the amount of the performance adjustment.    
FMR may, from time to time, voluntarily reimburse all or a portion of
a fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to
be repaid for these expense reimbursements in the amount that expenses
fall below the limit prior to the end of the fiscal year.
   Expense reimbursements by FMR will increase a fund's total returns,
and repayment of the reimbursement by a fund will lower its total
returns.    
       SUB-ADVISERS.    On behalf of Growth Company and Emerging
Growth, FMR has entered into sub-advisory agreements with FMR U.K. and
FMR Far East. Pursuant to the sub-advisory agreements, FMR may receive
investment advice and research services outside the United States from
the sub-advisers.    
   On behalf of each fund, FMR may also grant the sub-advisers
investment management authority as well as the authority to buy and
sell securities if FMR believes it would be beneficial to the
funds.    
Currently, FMR U.K. and FMR Far East each focus on issuers in
countries other than the United States such as those in Europe, Asia,
and the Pacific Basin.
FMR U.K. and FMR Far East, which were organized in 1986, are wholly
owned subsidiaries of FMR. Under the sub-advisory agreements FMR pays
the fees of FMR U.K. and FMR Far East. For providing non-discretionary
investment advice and research services, FMR pays FMR U.K. and FMR Far
East fees equal to 110% and 105%, respectively, of FMR U.K.'s and FMR
Far East's costs incurred in connection with providing investment
advice and research services.
On behalf of each fund, for providing discretionary investment
management and executing portfolio transactions, FMR pays FMR U.K. and
FMR Far East a fee equal to 50% of its monthly management fee rate
(including any performance adjustment) with respect to each fund's
average net assets managed by the sub-adviser on a discretionary
basis.
   For providing investment advice and research services, fees paid to
the sub-advisers by FMR for the past three fiscal years are shown in
the table below.    
Fiscal Year Ended   FMR U.K.           FMR Far East       
November 30                                               
 
Growth Company                                            
 
1997                $    224,570       $    212,762       
 
1996                $ 108,305          $ 105,551          
 
1995                $ 82,648           $ 80,745           
 
Emerging Growth                                           
 
1997                $    56,407        $    54,035        
 
1996                $ 16,217           $ 15,888           
 
1995                $ 34,328           $ 33,962           
 
   For discretionary investment management and execution of portfolio
transactions, no fees were paid to the sub-advisers by FMR on behalf
of the funds for the past three fiscal years.    
CONTRACTS WITH FMR AFFILIATES
   Each fund has entered into a transfer agent agreement with     FSC,
an affiliate of FMR. Under the terms of the agreements, FSC
   performs transfer agency, dividend disbursing, and shareholder
services for each fund.    
   For providing transfer agency services    , FSC receives an annual
account fee and an asset-based fee each based on account size    and
fund type for each retail account and certain institutional accounts.
With respect to certain institutional reti    rement accounts, FSC
   receives an annual account fee and an asset-based fee based on
account type or fund type. These annual account fees are subject to
increase based on postal rate changes.    
   The asset-based fees are subject to adjustment if the year-to-date
total return of the S&P 500 exceeds a positive or negative 15%    .
   FSC also collects small account fees from certain accounts with
balances of less than $2,500    .
I   n addition    , FSC receives the pro rata portion of the transfer
agency fees applicable to shareholder accounts in each Fidelity
   Freedom Fund, a fund of funds managed by an FMR affiliate,
according to the percentage of the Freedom Fund's assets that is
invested in a fund.    
FSC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FSC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
   existing     shareholders, with the exception of proxy statements.
   Each fund has also entered into a service agent agreement with FSC,
an affiliate of FMR. Under the terms of the agreements, FSC calculates
the NAV and dividends for each fund, maintains each fund's portfolio
and general accounting records, and administers each fund's securities
lending program.    
   For providing pricing and bookkeeping services, FSC receives a
monthly fee based on each fund's average daily net assets throughout
the month. The annual fee rates for pricing and bookkeeping services
are 0.0600% of the first $500 million of average net assets and of
average net assets in excess of $500 million. The fee, not including
reimbursement for out-of-pocket expenses, is limited to a minimum of
$60,000 and a maximum of $800,000 per year.    
   Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past three
fiscal years are shown in the table below.    
Fund                              1997               1996        1995        
 
Fidelity G   rowth Company        $    826,000       $ 814,000   $ 760,000   
 
Fidelity    Emerging Growth       $    725,000       $ 636,000   $ 426,000   
 
   For administering each fund's securities lending program, FSC
receives fees based on the number and duration of individual
securities loans.    
   For the fiscal years ended November 30, 1997, 1996, 1995, Growth
Company Fund paid securities lending fees of $0, $195, and $0,
respectively, and Emerging Growth Fund paid no securities lending
fees.    
Each fund has    entered into     a distribution agreement with FDC,
an affiliate of FMR organized as a Massachusetts corporation on July
18, 1960. FDC is a broker-dealer registered under the Securities
Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. The distribution agreements call   s     for
FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of    the     fund, which are
continuously offered. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.
   Sales charge revenues collected by FDC for the past three fiscal
years are shown in the table below.    
                                  Sales Charge Revenue                        
 
                                  Fiscal Year Ended      Amount Paid to FDC   
                                  November 30,                                
 
Fidelity Growth Company   *       1997                   $    0               
 
                                  1996                   $ 0                  
 
                                  1995                   $ 68,000             
 
Fidelity Emerging Growth             1997                $    815,000         
 
                                  1996                   $ 3,172,000          
 
                                  1995                   $ 2,470,000          
 
*    Effective January 1, 1995, FDC voluntarily waived the sales
charge (3% of the offering price) on the sale of shares of Growth
Company Fund through December 31, 1996.     Effective January 1, 1997
Growth Company's sales charge was eliminated.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Growth Company Fund and Fidelity Emerging
Growth Fund are funds of Fidelity Mt. Vernon Street Trust (the trust),
an open-end management investment company organized as a Massachusetts
business trust on October 12, 1982 under the name Fidelity Emerging
Growth Fund. The trust's name was changed to Fidelity Growth Stock
Fund on December 17, 1982. The trust's name was further changed to
Fidelity Mercury Fund on January 28, 1983 and to Fidelity Growth
Company Fund on August 1, 1986. The trust's name was later changed to
Fidelity Mount Vernon Street Trust on December 13, 1990 and to
Fidelity Mt. Vernon Street Trust on January 30, 1991. Currently there
are three funds of the trust: Fidelity Growth Company Fund, Fidelity
Emerging Growth Fund, and Fidelity New MillenniumTM Fund. The
Declaration of Trust permits the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to the trust
or a fund, the right of the trust or fund to use the identifying name
"Fidelity" may be withdrawn. There is a remote possibility that one
fund might become liable for any misstatement in its prospectus or
statement of additional information about another fund.
The assets of the trust received for the issue or sale of shares of
each fund and all income, earnings, profits, and proceeds thereof,
subject only to the rights of creditors, are especially allocated to
such fund, and constitute the underlying assets of such fund. The
underlying assets of each fund are segregated on the books of account,
and are to be charged with the liabilities with respect to such fund
and with a share of the general expenses of the trust. Expenses with
respect to the trust are to be allocated in proportion to the asset
value of the respective funds, except where allocations of direct
expense can otherwise be fairly made. The officers of the trust,
subject to the general supervision of the Board of Trustees, have the
power to determine which expenses are allocable to a given fund, or
which are general or allocable to all of the funds. In the event of
the dissolution or liquidation of the trust, shareholders of each fund
are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be
held personally liable for the obligations of the trust. The
Declaration of Trust provides that the trust shall not have any claim
against shareholders except for the payment of the purchase price of
shares and requires that each agreement, obligation, or instrument
entered into or executed by the trust or the Trustees shall include a
provision limiting the obligations created thereby to the trust and
its assets. The Declaration of Trust provides for indemnification out
of each fund's property of any    shareholder     held personally
liable for the obligations of the fund. The Declaration of Trust also
provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the
fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the fund itself would be unable to
meet its obligations. FMR believes that, in view of the above, the
risk of personal liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they
have exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of their
office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value
of net asset value you own. The shares have no preemptive or
conversion rights; the voting and dividend rights, the right of
redemption, and the privilege of exchange are described in the
Prospectus. Shares are fully paid and nonassessable, except as set
forth under the heading "Shareholder and Trustee Liability" above.
Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Declaration of Trust, call meetings of the trust or a
fund for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of the entire trust, the purpose
of voting on removal of one or more Trustees. The trust or any fund
may be terminated upon the sale of its assets to another open-end
management investment company, or upon liquidation and distribution of
its assets, if approved by vote of the holders of a majority of the
   outstanding shares of the     trust or the fund, as determined by
the current value of each shareholder's investment in the fund or
trust. If not so terminated, the trust and the funds will continue
indefinitely.
CUSTODIAN. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of the funds. The custodian
is responsible for the safekeeping of a fund's assets and the
appointment of any subcustodian banks and clearing agencies. The
custodian takes no part in determining the investment policies of a
fund or in deciding which securities are purchased or sold by a fund.
However, a fund may invest in obligations of the custodian and may
purchase securities from or sell securities to the custodian. The Bank
of New York and The Chase Manhattan Bank, each headquartered in New
York, also may serve as special purpose custodians of certain assets
in connection with repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the
Board of Trustees may, from time to time, conduct transactions with
various banks, including banks serving as custodians for certain funds
advised by FMR. The Boston branch of the fund's custodian leases its
office space from an affiliate of FMR at a lease payment which, when
entered into, was consistent with prevailing market rates.
Transactions that have occurred to date include mortgages and personal
and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts serves as the trust's independent accountant. The
auditor examines financial statements for the funds and provides other
audit, tax, and related services.
FINANCIAL STATEMENTS
   Each fund's financial statements and financial highlights for the
fiscal year ended November 30, 1997, and report of the auditors, are
included in the funds' Annual Report, which are separate reports
supplied with this SAI. The funds' financial statements, including the
financial highlights, and report of the auditors are incorporated
herein by reference. For a free additional copy of the funds' Annual
Report, contact Fidelity at 1-800-544-8888.    
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE RATINGS OF CORPORATE BONDS 
   Moody's ratings for obligations with an original remaining maturity
in excess of one year fall within nine categories. They range from Aaa
(highest quality) to C (lowest quality). Moody applies numerical
modifiers of 1, 2, or 3 to each generic rating classification from Aa
through B. The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a
m    id-range ranking; and the modifier 3 indicates that the issue
ranks on the lower end of its generic rating category.
AAA -    Bonds that are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edged." Interest payments are protected
by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.    
AA -    Bonds that are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are
generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than the Aaa securities.    
A -    Bonds that are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations.
Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future.    
BAA -    Bonds that are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.    
BA -    Bonds that are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.    
B -    Bonds that are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
of maintenance of other terms of the contract over any long period of
time may be small.    
CAA -    Bonds that are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with
respect to principal or interest.    
CA -    Bonds that are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked short-comings.    
C -    Bonds that are rated C are the lowest-rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.    
DESCRIPTION OF STANDARD & POOR'S RATINGS OF CORPORATE BONDS
   Debt issues may be designated by Standard & Poor's as either
investment grade ("AAA" through "BBB") or speculative grade ("BB"
through "D"). While speculative grade debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major exposures to adverse conditions. Ratings from
AA to CCC may be modified by the addition of a plus sign (+) or minus
sign (-) to show relative standing within the major rating
categories.    
AAA -    Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay
principal is extremely strong.    
AA -    Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher-rated issues only in small
degree.    
A -    Debt rated A has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories.    
BBB -    Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity
to pay interest and repay principal for debt in this category than in
higher-rated categories.    
BB -    Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to inadequate capacity to meet timely
interest and principal payments. The BB rating category is also used
for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating.    
B -    Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal
repayments. Adverse business, financial, or economic conditions will
likely impair capacity or willingness to pay interest and repay
principal. The B rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BB or BB-
rating.    
CCC -    Debt rated CCC has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial, and
economic conditions to meet timely payment of interest and repayment
of principal. In the event of adverse business, financial, or economic
conditions, it is not likely to have the capacity to pay interest and
repay principal. The CCC rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied B or
B- rating.    
       CC    - Debt rated CC is typically applied to debt subordinated
to senior debt which is assigned an actual or implied CCC debt
rating.    
C -    The rating C is typically applied to debt subordinated to
senior debt which is assigned an actual or implied CCC- debt rating.
The C rating may be used to cover a situation where a bankruptcy
petition has been filed but debt service payments are continued.    
CI -    The rating CI is reserved for income bonds on which no
interest is being paid.    
D -    Debt rated D is in payment default. The D rating category is
used when interest payments or principal payments are not made on the
date due even if the applicable grace period has not expired, unless
S&P believes that such payments will be made during such gra    ce
period. The D rating will also be used upon the filing of a bankruptcy
petition if debt service payments are jeopardized.
FIDELITY NEW MILLENNIUM FUND(trademark)
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                   
1            ..............................   Cover Page                                            
 
2     a      ..............................   Expenses                                              
 
      b, c   ..............................   Contents; The Fund at a Glance; Who May Want to       
                                              Invest                                                
 
3     a      ..............................   Financial Highlights                                  
 
      b      ..............................   *                                                     
 
      c, d   ..............................   Performance                                           
 
4     a      i.............................   Charter                                               
 
             ii...........................    The Fund at a Glance; Investment Principles and       
                                              Risks                                                 
 
      b      ..............................   Investment Principles and Risks                       
 
      c      ..............................   Who May Want to Invest; Investment Principles         
                                              and Risks                                             
 
5     a      ..............................   Charter                                               
 
      b      i.............................   Cover Page; The Fund at a Glance; Charter; Doing      
                                              Business with Fidelity                                
 
             ii...........................    Charter                                               
 
             iii..........................    Expenses; Breakdown of Expenses                       
 
      c      ..............................   Charter                                               
 
      d      ..............................   Charter; Breakdown of Expenses                        
 
      e      ..............................   Cover Page; Charter                                   
 
      f      ..............................   Expenses                                              
 
      g      i.............................   Charter                                               
 
             ii............................   *                                                     
 
5A           ..............................   Performance                                           
 
6     a      i.............................   Charter                                               
 
             ii...........................    How to Buy Shares; How to Sell Shares;                
                                              Transaction Details; Exchange Restrictions            
 
             iii..........................    Charter                                               
 
      b      .............................    Charter                                               
 
      c      ..............................   Transaction Details; Exchange Restrictions            
 
      d      ..............................   *                                                     
 
      e      ..............................   Doing Business with Fidelity; How to Buy Shares;      
                                              How to Sell Shares; Investor Services                 
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
7     a      ..............................   Cover Page; Charter                                   
 
      b      ..............................   Expenses; How to Buy Shares; Transaction Details      
 
      c      ..............................   Sales Charge Reductions and Waivers                   
 
      d      ..............................   How to Buy Shares                                     
 
      e      ..............................   *                                                     
 
      f      ..............................   *                                                     
 
8            ..............................   How to Sell Shares; Investor Services; Transaction    
                                              Details; Exchange Restrictions                        
 
9            ..............................   *                                                     
 
</TABLE>
 
* Not Applicable
 
CROSS REFERENCE SHEET  
(CONTINUED)
FORM N-1A                                                   
 
ITEM NUMBER   STATEMENT OF ADDITIONAL INFORMATION SECTION   
 
 
<TABLE>
<CAPTION>
<S>      <C>     <C>                            <C>                                                
10, 11           ............................   Cover Page                                         
 
12               ............................   Description of the Trust                           
 
13       a - c   ............................   Investment Policies and Limitations                
 
         d       ............................   Portfolio Transactions                             
 
14       a - c   ............................   Trustees and Officers                              
 
15       a, b    ............................   *                                                  
 
         c       ............................   Trustees and Officers                              
 
16       a       i...........................   FMR; Portfolio Transactions                        
 
                 ii..........................   Trustees and Officers                              
 
                 iii.........................   Management Contract                                
 
         b       ............................   Management Contract                                
 
         c, d    ............................   Contracts with FMR Affiliates                      
 
         e - g   ............................   *                                                  
 
         h       ............................   Description of the Trust                           
 
         i       ............................   Contracts with FMR Affiliates                      
 
17       a - d   ............................   Portfolio Transactions                             
 
         e       ............................   *                                                  
 
18       a       ............................   Description of the Trust                           
 
         b       ............................   *                                                  
 
19       a       ............................   Additional Purchase and Redemption Information     
 
         b       ............................   Additional Purchase and Redemption Information;    
                                                Valuation                                          
 
         c       ............................   *                                                  
 
20               ............................   Distributions and Taxes                            
 
21       a, b    ............................   Contracts with FMR Affiliates                      
 
         c       ............................   *                                                  
 
22       a       ............................   *                                                  
 
         b       ............................   Performance                                        
 
23               ............................   Financial Statements                               
 
</TABLE>
 
* Not Applicable
 
FIDELITY 
NEW MILLENNIUM(registered trademark)
FUND
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the
fund invests and the services available to shareholders.
To learn more about the fund and its investments, you can obtain a
copy of the fund's most recent financial report and portfolio listing,
or a copy of the Statement of Additional Information (SAI) dated
January 28, 1998 The SAI has been filed with the Securities and
Exchange Commission (SEC) and is available along with other related
materials on the SEC's Internet Web site (http://www.sec.gov). The SAI
is incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, call Fidelity at
1-800-544-8888.
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.
LIKE ALL MUTUAL FUNDS, THESE 
SECURITIES HAVE NOT BEEN APPROVED 
OR DISAPPROVED BY THE SECURITIES 
AND EXCHANGE COMMISSION, NOR HAS 
THE SECURITIES AND EXCHANGE 
COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS 
PROSPECTUS. ANY REPRESENTATION TO 
THE CONTRARY IS A CRIMINAL OFFENSE.
NMF-pro-0198
(fund number 300, trading symbol FMILX)
New Millennium is a growth fund. It seeks to increase the value of
your investment over the long term by investing mainly in equity
securities of companies that are likely to benefit from social and
economic trends.
PROSPECTUS
JANUARY 28, 1998(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON,
MA 02109
CONTENTS
 
 
KEY FACTS                  THE FUND AT A GLANCE                        
 
                           WHO MAY WANT TO INVEST                      
 
                           EXPENSES The fund's sales charge            
                           (load) and its yearly operating expenses.   
 
                           FINANCIAL HIGHLIGHTS A summary of the       
                           fund's financial data.                      
 
                           PERFORMANCE How the fund has done           
                           over time.                                  
 
THE FUND IN DETAIL         CHARTER How the fund is organized.          
 
                           INVESTMENT PRINCIPLES AND RISKS The         
                           fund's overall approach to investing.       
 
                           BREAKDOWN OF EXPENSES How                   
                           operating costs are calculated and what     
                           they include.                               
 
YOUR ACCOUNT               DOING BUSINESS WITH FIDELITY                
 
                           TYPES OF ACCOUNTS Different ways to         
                           set up your account, including              
                           tax-   advantaged     retirement plans.     
 
                           HOW TO BUY SHARES Opening an                
                           account and making additional               
                           investments.                                
 
                           HOW TO SELL SHARES Taking money out         
                           and closing your account.                   
 
                           INVESTOR SERVICES Services to help you      
                           manage your account.                        
 
SHAREHOLDER AND            DIVIDENDS, CAPITAL GAINS,                   
ACCOUNT POLICIES           AND TAXES                                   
 
                           TRANSACTION DETAILS Share price             
                           calculations and the timing of purchases    
                           and redemptions.                            
 
                           EXCHANGE RESTRICTIONS                       
 
                           SALES CHARGE REDUCTIONS AND WAIVERS         
 
KEY FACTS
 
 
THE FUND AT A GLANCE
GOAL: Capital appreciation (increase in the fund's share price). As
with any mutual fund, there is no assurance that the fund will achieve
its goal.
STRATEGY: Invests mainly in equity securities of companies that are
likely to benefit from social and economic trends.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the
management arm of Fidelity Investments, which was established in 1946
and is now America's largest mutual fund manager. Foreign affiliates
of FMR may help choose investments for the fund.
SIZE: As of November 30, 1997, the fund had over $   1.5 billion    
in assets.
WHO MAY WANT TO INVEST
Effective the close of business on May 15, 1996, the fund's shares are
no longer available to new accounts.    Shareholders of the fund on
that date may continue to purchase shares in accounts existing on that
date. Investors who did not own shares of the fund on May 15, 1996,
generally will not be allowed to purchase shares of the fund except
new accounts may be established: 1) by participants in an employee
benefit plan which offered the fund on or prior to that date, (except
participants in an employee benefit plan for which an affiliate of FMR
maintains the accounts at the participant level other than pursuant to
a recordkeeping agreement), or 2) for accounts managed on a
discretionary basis by certain registered investment advisors that
have discretionary assets of at least $1 billion invested in mutual
funds and have included the fund in their discretionary account
program since May 15, 1996.    
The fund may be appropriate for investors who are willing to ride out
stock market fluctuations in pursuit of potentially high long-term
returns. The fund is designed for an investment approach that combines
fundamental research with an analysis of social and economic trends.
This strategy can lead to investments in smaller, less well-known
companies.
The value of the fund's investments will vary from day to day, and
generally reflect market conditions, interest rates, and other
company, political, or economic news. In the short-term, stock prices
can fluctuate dramatically in response to these factors. The
securities of small, less well-known companies may be more volatile
than those of larger companies. Over time, however, stocks have shown
greater growth potential than other types of securities. When you sell
your shares, they may be worth more or less than what you paid for
them. By itself, the fund does not constitute a balanced investment
plan.
EXPENSES 
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell shares of a fund. In addition, you may be charged an annual
account maintenance fee if your account balance falls below $2,500.
Lower sales charges may be available for accounts over $250,000. See
"Transaction Details," page ,    and "Sales Charge Reductions and
Waivers," page      for an explanation of how and when these charges
apply.
Maximum sales charge on purchases      3%       
(as a % of offering price)                      
 
   S    ales charge on                 None     
reinvested distributions                        
 
Deferred sales charge on redemptions   None     
 
Exchange fee                           None     
 
Annual account maintenance fee         $12.00   
(for accounts under $2,500)                     
 
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The
fund pays a management fee to FMR that varies based on its
performance. It also incurs other expenses for services such as
maintaining shareholder records and furnishing shareholder statements
and financial reports. The fund's expenses are factored into its share
price or dividends and are not charged directly to shareholder
accounts (see "Breakdown of Expenses" p   age     ).
The following figures are based on historical expenses   ,    
adjusted to reflect current fees,    of the fund     and are
calculated as a percentage of average net assets    of the fund    . A
portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. In addition, the fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total fund operating expenses presented in the table would have
been    0.94%    .
UNDERSTANDING
EXPENSES
Operating a mutual fund 
involves a variety of expenses 
for portfolio management, 
shareholder statements, tax 
reporting, and other services. 
   These expenses are paid from     
   the fund's assets, and their     
   effect is already factored into     
   any quoted share price or     
   return. Also, a    s an investor, 
you pay    certain expenses     
directly (for example, the 
fund's 3% sales charge).
(checkmark)
Management fee                     0.74    %   
 
12b-1 fee                       None           
 
Other expenses                     0.25    %   
 
Total fund operating expenses      0.99    %   
 
EXAMPLES: Let's say, hypothetically, that the fund's annual return is
5% and that    your shareholder transaction expenses and the fund's
annual     operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses
if you close your account after the number of years indicated:
   1 year            $ 40        
 
   3 years           $ 61        
 
   5 years           $ 83        
 
   10 years          $ 148       
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected    expenses     or returns, all of which
may vary.
FINANCIAL HIGHLIGHTS
The financial highlights table that follows has been audited by
Coopers & Lybrand L.L.P., independent accountants. The fund's
financial highlights, financial statements, and report of the auditor
are included in the fund's Annual Report, and are incorporated by
reference into (are legally a part of) the fund's SAI. Contact
Fidelity for a free copy of the Annual Report or the SAI.
   SELECTED PER-SHARE DATA    
 
 
 
<TABLE>
<CAPTION>
<S>                                <C>              <C>              <C>                <C>              <C>                
   Years ended November 30            1997             1996             1995               1994             1993 F          
 
   Net asset value, beginning of 
period                                $ 20.79          $ 18.11          $ 12.30            $ 11.97          $ 10.00         
 
   Income from Investment 
Operations                                                                                                                  
 
    Net investment income 
(loss)                                 (.03)D           (.03)D           (.02)D,E           (.01)D           (.01)          
 
    Net realized and unrealized 
gain (loss)                            4.27             4.15             6.12               .64              1.98           
 
    Total from investment 
operations                             4.24             4.12             6.10               .63              1.97           
 
   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 returnB,C                     21.01%           24.88%           50.92%             5.33%            19.70%         
 
   RATIOS AND SUPPLEMENTAL DATA                                                                                             
 
   Net assets, end of period 
(In millions)                         $ 1,530          $ 1,267          $ 544              $ 312            $ 254           
 
   Ratio of expenses to average 
net assets                             .99%             1.07%            1.20%              1.32%            1.34%A         
 
   Ratio of expenses to average 
net assets after                       .94%G            1.03%G           1.18%G             1.29%G           1.32%A,G       
   expense reductions                                                                                                   
 
   Ratio of net investment income 
(loss)                                 (.13)%           (.17)%           (.15)%             (.05)%           (.10)%A        
   to average net assets                                                                                                
 
   Portfolio turnover rate             142%             158%             176%               199%             204%A          
 
   Average commissions rateH          $ .0396           .0368                                                               
 
</TABLE>
 
   A ANNUALIZED    
   B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.    
   C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.    
   D 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.    
   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    
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The
total returns that follow are based on historical fund results and do
not reflect the effect of taxes.
The fund's fiscal year runs from December 1 through November 30. The
tables below show the fund's performance over past fiscal years
compared to different measures, including a comparative index and a
competitive funds average. The chart on page  presents calendar year
performance.
AVERAGE ANNUAL TOTAL RETURNS
 
<TABLE>
<CAPTION>
<S>                                                <C>              <C>               
Fiscal periods ended                               Past 1              L    ife of    
November 30, 199   7                               year             fundA             
 
   New Millennium                                      21.01%           23.91%A       
 
   New Millennium (load adj.B)                         17.38%           23.15%A       
 
   S&P 500                                             28.51%           20.00%        
 
   Lipper Capital Appreciation Funds Average           18.03%       n/a               
 
</TABLE>
 
CUMULATIVE TOTAL RETURNS
 
<TABLE>
<CAPTION>
<S>                                                <C>              <C>                
Fiscal periods ended                               Past 1           Life of            
November 30, 1997                                  year             fund A             
 
   New Millennium                                      21.01%           187.56%A       
 
   New Millennium (load adj.B)                         17.38%           178.93%A       
 
   S&P 500                                             28.51%           145.48%        
 
   Lipper Capital Appreciation Funds Average           18.03%       n/a                
 
</TABLE>
 
A FROM DECEMBER 28, 1992 (COMMENCEMENT OF OPERATIONS)
B LOAD-ADJUSTED RETURNS INCLUDE THE EFFECT OF THE FUND'S 3% SALES
   CHARGE    .
       EXAMPLE: Let's say, hypothetically, that you put $10,000 in the
fund on December 28, 1992. From that date through November 30,
199   7    , the fund's total return, including the effect of the 3%
sales charge, was    178.93    %. Your $10,000 would have grown to
$   27,893     (the    initial investment plus 178.93% of
$10,000).    
UNDERSTANDING
PERFORMANCE
BECAUSE THIS FUND INVESTS IN 
STOCKS, ITS PERFORMANCE IS 
RELATED TO THAT OF THE OVERALL 
STOCK MARKET. HISTORICALLY, STOCK 
MARKET PERFORMANCE HAS BEEN 
CHARACTERIZED BY VOLATILITY IN 
THE SHORT RUN AND GROWTH IN THE 
LONG RUN. YOU CAN SEE THESE 
TWO CHARACTERISTICS REFLECTED IN 
THE FUND'S PERFORMANCE; THE 
YEAR-BY-YEAR TOTAL RETURNS ON 
PAGE  SHOW THAT SHORT-TERM 
RETURNS CAN VARY WIDELY, WHILE 
THE RETURNS IN THE MOUNTAIN 
CHART SHOW LONG-TERM GROWTH. 
(CHECKMARK)
$10,000 OVER LIFE OF FUND
 FISCAL YEARS 19   93     19   95     199   7    
ROW: 1, COL: 1, VALUE: 9700.0
ROW: 2, COL: 1, VALUE: 9777.6
ROW: 3, COL: 1, VALUE: 10291.7
ROW: 4, COL: 1, VALUE: 10029.8
ROW: 5, COL: 1, VALUE: 10437.2
ROW: 6, COL: 1, VALUE: 10340.2
ROW: 7, COL: 1, VALUE: 10951.3
ROW: 8, COL: 1, VALUE: 11038.6
ROW: 9, COL: 1, VALUE: 11242.3
ROW: 10, COL: 1, VALUE: 11620.6
ROW: 11, COL: 1, VALUE: 11892.2
ROW: 12, COL: 1, VALUE: 12105.6
ROW: 13, COL: 1, VALUE: 11610.9
ROW: 14, COL: 1, VALUE: 12189.94
ROW: 15, COL: 1, VALUE: 12418.52
ROW: 16, COL: 1, VALUE: 12448.35
ROW: 17, COL: 1, VALUE: 11682.76
ROW: 18, COL: 1, VALUE: 11613.16
ROW: 19, COL: 1, VALUE: 11533.62
ROW: 20, COL: 1, VALUE: 11285.05
ROW: 21, COL: 1, VALUE: 11523.67
ROW: 22, COL: 1, VALUE: 12160.01
ROW: 23, COL: 1, VALUE: 12368.81
ROW: 24, COL: 1, VALUE: 12756.58
ROW: 25, COL: 1, VALUE: 12229.61
ROW: 26, COL: 1, VALUE: 12290.89
ROW: 27, COL: 1, VALUE: 12026.25
ROW: 28, COL: 1, VALUE: 12546.03
ROW: 29, COL: 1, VALUE: 13014.85
ROW: 30, COL: 1, VALUE: 13830.19
ROW: 31, COL: 1, VALUE: 13983.06
ROW: 32, COL: 1, VALUE: 15195.88
ROW: 33, COL: 1, VALUE: 16500.42
ROW: 34, COL: 1, VALUE: 16694.06
ROW: 35, COL: 1, VALUE: 17325.95
ROW: 36, COL: 1, VALUE: 17162.88
ROW: 37, COL: 1, VALUE: 18457.23
ROW: 38, COL: 1, VALUE: 18699.43
ROW: 39, COL: 1, VALUE: 18382.01
ROW: 40, COL: 1, VALUE: 19679.17
ROW: 41, COL: 1, VALUE: 20056.13
ROW: 42, COL: 1, VALUE: 21231.33
ROW: 43, COL: 1, VALUE: 21830.02
ROW: 44, COL: 1, VALUE: 21098.29
ROW: 45, COL: 1, VALUE: 19346.57
ROW: 46, COL: 1, VALUE: 20344.39
ROW: 47, COL: 1, VALUE: 21763.5
ROW: 48, COL: 1, VALUE: 21852.2
ROW: 49, COL: 1, VALUE: 23049.58
ROW: 50, COL: 1, VALUE: 23027.71
ROW: 51, COL: 1, VALUE: 24805.04
ROW: 52, COL: 1, VALUE: 22902.22
ROW: 53, COL: 1, VALUE: 22400.88
ROW: 54, COL: 1, VALUE: 23232.65
ROW: 55, COL: 1, VALUE: 25534.27
ROW: 56, COL: 1, VALUE: 26354.64
ROW: 57, COL: 1, VALUE: 29909.62
ROW: 58, COL: 1, VALUE: 29943.8
ROW: 59, COL: 1, VALUE: 31470.61
ROW: 60, COL: 1, VALUE: 28736.02
ROW: 61, COL: 1, VALUE: 27892.85
$
$27,893
EXPLANATION OF TERMS
YEAR-BY-YEAR TOTAL RETURNS
Calendar years       1993 1994 1995 1996
NEW MILLENNIUM          24.67    %    0.83    %    52.14    %
   23.15    %
S&P 500          10.08    %    1.32    %    37.58% 22.96    %
Lipper Capital Appreciation Funds Average         15.16    %
   -3.38    %    30.34% 16.31    %
Consumer Price Index          2.75    %    2.67    %    2.54    %
   3.32    %
Percentage (%)
Row: 1, Col: 1, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 4, Col: 1, Value: 0.0
Row: 5, Col: 1, Value: 0.0
Row: 6, Col: 1, Value: 0.0
Row: 7, Col: 1, Value: 24.67
Row: 8, Col: 1, Value: 0.8300000000000001
Row: 9, Col: 1, Value: 52.14
Row: 10, Col: 1, Value: 23.15
(LARGE SOLID BOX) New Millennium
TOTAL RETURN is the change in value of an investment over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated
period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate
of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the
entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results. 
STANDARD & POOR'S 500 (S&P 500(registered trademark)) is a widely
recognized, unmanaged index of common stocks. 
Unlike the fund's returns, the total returns of the comparative index
do not include the effect of any brokerage commissions, transaction
fees, or other costs of investing.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. Government.
THE COMPETITIVE FUNDS AVERAGE is the Lipper Capital Appreciation Funds
Average. As of November 30, 1997, the average reflected the
performance of    213     mutual funds with similar investment
objectives. This average, published by Lipper Analytical Services,
Inc., excludes the effect of sales loads.
Other illustrations of equity fund performance may show moving
averages over specified periods.
The fund's recent strategies, performance, and holdings are detailed
twice a year in financial reports, which are sent to all shareholders.
For current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF
FUTURE PERFORMANCE. 
THE FUND IN DETAIL
 
 
CHARTER
NEW MILLENNIUM IS A MUTUAL FUND: an investment that pools
shareholders' money and invests it toward a specified goal. The fund
is a diversified fund of Fidelity Mt. Vernon Street Trust, an open-end
management investment company organized as a Massachusetts business
trust on October 12, 1982.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet periodically throughout the year to oversee the
fund's activities, review contractual arrangements with companies that
provide services to the fund, and review the fund's performance. The
trustees serve as trustees for other Fidelity funds. The majority of
trustees are not otherwise affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL SHAREHOLDER MEETINGS AND MAIL PROXY
MATERIALS. These meetings may be called to elect or remove trustees,
change fundamental policies, approve a management contract, or for
other purposes. Shareholders not attending these meetings are
encouraged to vote by proxy. Fidelity will mail proxy materials in
advance, including a voting card and information about the proposals
to be voted on. The number of votes you are entitled to is based upon
the dollar value of your investment.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs. Fidelity Management & Research (U.K.)
Inc. (FMR U.K.), in London, England, and Fidelity Management &
Research (Far East) Inc. (FMR Far East), in Tokyo, Japan, assist FMR
with foreign investments.
Neal Miller is manager and Vice President of New Millennium, which he
has managed since December 1992. He also manages Aggressive Equity.
Previously, he managed Special Equity Discipline. Mr. Miller joined
Fidelity in 1988.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets
Fidelity's funds and services.
Fidelity Service Company, Inc. (FSC) performs transfer agent servicing
functions for the fund.
FMR Corp. is the ultimate parent company of FMR, FMR U.K.,and FMR Far
East. Members of the Edward C. Johnson 3d family are the predominant
owners of a class of shares of common stock representing approximately
49% of the voting power of FMR Corp. Under the Investment Company Act
of 1940 (the 1940 Act), control of a company is presumed where one
individual or group of individuals owns more than 25% of the voting
stock of that company; therefore, the Johnson family may be deemed
under the 1940 Act to form a controlling group with respect to FMR
Corp.
 
FMR may use its broker-dealer affiliates and other firms that sell
fund shares to carry out the fund's transactions, provided that the
fund receives brokerage services and commission rates comparable to
those of other broker-dealers. 
INVESTMENT PRINCIPLES AND RISKS
THE FUND seeks capital appreciation by investing mainly in equity
securities, although it may also invest in other types of securities.
The fund's management style focuses on identifying future
beneficiaries of social and economic change. FMR examines social
attitudes, legislative actions, economic plans, product innovation,
demographics, and other factors to learn what underlying trends are
shaping the marketplace. Based on its interpretation of these trends,
FMR tries to identify the industries and companies that will benefit,
and then analyzes the fundamental values of each potential investment.
FMR favors companies that show the potential for
stronger-than-expected earnings or growth. FMR also emphasizes
industries that are undervalued or out-of-favor. The fund's strategy
can lead to investments in small and medium sized companies, which
carry more risk than larger ones. Generally, these companies,
especially small sized ones, rely on limited product lines and
markets, financial resources, or other factors. This may make them
more susceptible to setbacks or downturns.
The value of the fund's domestic and foreign investments varies in
response to many factors. Stock values fluctuate in response to the
activities of individual companies and general market and economic
conditions. Investments in foreign securities may involve risks in
addition to those of U.S. investments, including increased political
and economic risk, as well as exposure to currency fluctuations.
FMR may use various investment techniques to hedge a portion of the
fund's risks, but there is no guarantee that these strategies will
work as FMR intends. Also, as a mutual fund, the fund seeks to spread
investment risk by diversifying its holdings among many companies and
industries. Of course, when you sell your shares of the fund, they may
be worth more or less than what you paid for them.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without
limitation in preferred stocks and investment-grade debt instruments
for temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of related
risks. Any restrictions listed supplement those discussed earlier in
this section. A complete listing of the fund's limitations and more
detailed information about the fund's investments are contained in the
fund's SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these
techniques unless it believes that they are consistent with the fund's
investment objective and policies and that doing so will help the fund
achieve its goal. Fund holdings and recent investment strategies are
detailed in the fund's financial reports, which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-544-8888.
EQUITY SECURITIES may include common stocks, preferred stocks,
convertible securities, and warrants. Common stocks, the most familiar
type, represent an equity (ownership) interest in a corporation.
Although equity securities have a history of long-term growth in
value, their prices fluctuate based on changes in a company's
financial condition and on overall market and economic conditions.
Smaller companies are especially sensitive to these factors.
RESTRICTIONS: With respect to 75% of total assets, the fund may not
purchase more than 10% of the outstanding voting securities of a
single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers
to borrow money from investors. The issuer generally pays the investor
a fixed, variable, or floating rate of interest, and must repay the
amount borrowed at maturity. Some debt securities, such as zero coupon
bonds, do not pay current interest, but are sold at a discount from
their face values. 
Debt securities have varying levels of sensitivity to changes in
interest rates and varying degrees of credit quality. In general, bond
prices rise when interest rates fall, and fall when interest rates
rise. Longer-term bonds and zero coupon bonds are generally more
sensitive to interest rate changes.
In addition, bond prices are also affected by the credit quality of
the issuer. Investment-grade debt securities are medium- and
high-quality securities. Some, however, may possess speculative
characteristics, and may be more sensitive to economic changes and to
changes in the financial condition of issuers. 
RESTRICTIONS: Purchase of a debt security is consistent with the
fund's debt quality policy if it is rated at or above the stated level
by Moody's or rated in the equivalent categories by S&P, or is unrated
but judged to be of equivalent quality by FMR. The fund currently
intends to limit its investments in lower than Baa-quality debt
securities to 5% of its assets.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve additional risks and considerations. These
include risks relating to political or economic conditions in foreign
countries, fluctuations in foreign currencies, withholding or other
taxes, operational risks, increased regulatory burdens, and the
potentially less stringent investor protection and disclosure
standards of foreign markets. Additionally, governmental issuers of
foreign debt securities may be unwilling to pay interest and repay
principal when due and may require that the conditions for payment be
renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile than U.S.
investments.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a
security at one price and simultaneously agrees to sell it back at a
higher price. Delays or losses could result if the other party to the
agreement defaults or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices,
interest rates, currency exchange rates, commodity prices, or other
factors that affect security values. These techniques may involve
derivative transactions such as buying and selling options and futures
contracts, entering into currency exchange contracts or swap
agreements, and purchasing indexed securities.
FMR can use these practices to adjust the risk and return
characteristics of the fund's portfolio of investments. If FMR judges
market conditions incorrectly or employs a strategy that does not
correlate well with the fund's investments, these techniques could
result in a loss, regardless of whether the intent was to reduce risk
or increase return. These techniques may increase the volatility of
the fund and may involve a small investment of cash relative to the
magnitude of the risk assumed. In addition, these techniques could
result in a loss if the counterparty to the transaction does not
perform as promised.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined
by FMR, under the supervision of the Board of Trustees, to be
illiquid, which means that they may be difficult to sell promptly at
an acceptable price. The sale of some illiquid securities, and some
other securities, may be subject to legal restrictions. Difficulty in
selling securities may result in a loss or may be costly to the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result,
more than 10% of its assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include securities of closed-end investment
companies and real estate-related instruments.
CASH MANAGEMENT. The fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to
funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income while maintaining a stable $1.00
share price. A major change in interest rates or a default on the
money market fund's investments could cause its share price to change.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce
the risks of investing. This may include limiting the amount of money
invested in any one issuer or, on a broader scale, in any one
industry. 
RESTRICTIONS: With respect to 75% of its total assets, the fund may
not purchase a security if, as a result, more than 5% would be
invested in the securities of any issuer. This limitation does not
apply to U.S. Government securities.
The fund may not invest more than 25% of its total assets in any one
industry. This limitation does not apply to U.S. Government
securities.
BORROWING. The fund may borrow from banks or from other funds advised
by FMR, or through reverse repurchase agreements. If the fund borrows
money, its share price may be subject to greater fluctuation until the
borrowing is paid off. If the fund makes additional investments while
borrowings are outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
LENDING securities to broker-dealers and institutions, including
Fidelity Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a
means of earning income. This practice could result in a loss or a
delay in recovering the fund's securities. The fund may also lend
money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of the
fund's total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages
are fundamental, that is, subject to change only by shareholder
approval. The following paragraphs restate all those that are
fundamental. All policies stated throughout this prospectus, other
than those identified in the following paragraphs, can be changed
without shareholder approval.
The fund seeks capital appreciation. 
With respect to 75% of its total assets, the fund may not purchase a
security if, as a result, more than 5% would be invested in the
securities of any one issuer and may not purchase more than 10% of the
outstanding voting securities of a single issuer.    This limitation
does not apply to U.S. Government securities.    
The fund may not invest more than 25% of its total assets in any one
industry.    This limitation does not apply to U.S. Government
securities.    
The fund may borrow only for temporary or emergency purposes, but not
in an amount exceeding 33% of its total assets.
Loans, in the aggregate, may not exceed 33% of the fund's total
assets.
BREAKDOWN OF EXPENSES 
Like all mutual funds, the fund pays fees related to its daily
operations. Expenses paid out of the fund's assets are reflected in
its share price or dividends; they are neither billed directly to
shareholders nor deducted from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. The fund also pays OTHER EXPENSES,
which are explained on page .
FMR may, from time to time, agree to reimburse the fund for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by the fund if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be terminated at any time without notice, can decrease the
fund's expenses and boost its performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The
amount of the fee is determined by taking a BASIC FEE and then
applying a PERFORMANCE ADJUSTMENT. The performance adjustment either
increases or decreases the management fee, depending on how well the
fund has performed relative to the S&P 500.
Management   =   Basic   +/-   Performance   
fee              fee           adjustment    
 
THE BASIC FEE (calculated monthly) is calculated by adding a group fee
rate to an individual fund fee rate, and multiplying the result by the
fund's average net assets.
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.
For    November     19   97    , the group fee rate was
   0.2947    %. The individual fund fee rate is 0.35%. The basic fee
rate for the fiscal year ended    November 30    , 19   97     was
   0.65%    .
THE PERFORMANCE ADJUSTMENT rate is calculated monthly by comparing the
fund's performance to that of the S&P 500 over the performance period.
The performance period is the most recent 36-month period.
The difference is translated into a dollar amount that is added to or
subtracted from the basic fee. The maximum annualized performance
adjustment rate is    (plus/minus)    .20%    of the fund's average
net assets over the performance period.    
The total management fee rate for the fiscal year ended    November
30,     19   97     was 0.74%. 
UNDERSTANDING THE
MANAGEMENT FEE
The basic fee FMR receives is 
designed to be responsive to 
changes in FMR's total assets 
under management. Building 
this variable into the fee 
calculation assures 
shareholders that they will pay 
a lower rate as FMR's assets 
under management increase.
Another variable, the 
performance adjustment, 
rewards FMR when the fund 
outperforms the S&P 500 (an 
established index of stock 
market performance) and 
reduces FMR's fee when the 
fund underperforms this index.
(checkmark)
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on
issuers based outside the United States. Under the sub-advisory
agreements, FMR pays FMR U.K. and FMR Far East fees equal to 110% and
105%, respectively, of the costs of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
management fee rate with respect to the fund's investments that the
sub-adviser manages on a discretionary basis.
OTHER EXPENSES
While the management fee is a significant component of the fund's
annual operating costs, the fund has other expenses as well. 
   The fund contracts with FSC to perform transfer agency, dividend
disbursing, shareholder servicing, and accounting functions    . These
services include processing shareholder transactions, valuing the
fund's investments, handling    securities loans, and calculating
the     fund's share price and dividends.
For the fiscal year ended    November     30, 19   97    , the fund
paid transfer agency and pricing and bookkeeping fees equal to
0.   23    % of its average net assets. This amount is before expense
reductions, if any.
The fund also pays other expenses, such    as legal, audit, and
custodian fees; in some instances, proxy solicitation cost    s; and
the compensation of trustees who are not affiliated with Fidelity. A
broker-dealer may use a portion of the commissions paid by the fund to
reduce the fund's custodian or transfer agent fees.
The fund's portfolio turnover rate for the fiscal year ended
   November     19   97     was    142    %. This rate varies from
year to year. High turnover rates increase transaction costs and may
increase taxable capital gains. FMR considers these effects when
evaluating the anticipated benefits of short-term investing.
YOUR ACCOUNT
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of
America's first mutual funds. Today, Fidelity is the largest mutual
fund company in the country, and is known as an innovative provider of
high-quality financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, FBSI. Fidelity is also a
leader in providing tax-sheltered retirement plans for individuals
investing on their own or through their employer.
Fidelity is committed to providing investors with practical
information to make investment decisions. Based in Boston, Fidelity
provides customers with complete service 24 hours a day, 365 days a
year, through a network of telephone service centers around the
country. 
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity
has over 80 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or
intend to purchase individual securities as part of your total
investment portfolio, you may consider investing in the fund through a
brokerage account.
You may purchase or sell shares of the fund through an investment
professional, including a broker, who may charge you a transaction fee
for this service. If you invest through FBSI, another financial
institution, or an investment professional, read their program
materials for any special provisions, additional service features or
fees that may apply to your investment in the fund. Certain features
of the fund, such as the minimum initial or subsequent investment
amounts, may be modified.
The different ways to set up (register) your account with Fidelity are
listed in the table that follows.
The account guidelines that follow may not apply to certain retirement
accounts. If you are investing through a retirement account or if your
employer offers the fund through a retirement program, you may be
subject to additional fees. For more information, please refer to your
program materials, contact your employer, or call your retirement
benefits number or Fidelity directly, as appropriate.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual 
funds: over    227    
(solid bullet) Assets in Fidelity mutual 
funds: over $   521     billion
(solid bullet) Number of shareholder 
accounts: over    34     million
(solid bullet) Number of investment 
analysts and portfolio 
managers: over    275    
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have
two or more owners (tenants).
RETIREMENT        
   FOR TAX ADVANTAGED RETIREMENT SAVINGS    
   (solid bullet)     Retirement plans    provide individuals with
tax-advantaged ways to save for retirement, either with tax-deductible
contributions or tax-free growth.     Retirement accounts require
special applications and typically have lower minimums.
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow
individuals under age 70 with compensation to contribute up to $2,000
per tax year. Married couples can contribute up to $4,000 per tax
year, provided no more than $2,000 is contributed on behalf of either
spouse. (These limits are aggregate for Traditional and Roth IRAs.)
Contributions may be tax-deductible, subject to certain income limits.
   (solid bullet)     ROTH IRAS    allow individuals to make
non-deductible contributions of up to $2,000 per tax year. Married
couples can contribute up to $4,000 per tax year, provided no more
than $2,000 is contributed on behalf of either spouse. (These limits
are aggregate for Traditional and Roth IRAs.) Eligibility is subject
to certain income limits. Qualified distributions are tax-free.    
   (solid bullet)     ROTH CONVERSION IRAS    allow individuals with
assets held in a Traditional IRA or Rollover IRA to convert those
assets to a Roth Conversion IRA. Eligibility is subject to certain
income limits. Qualified distributions are tax-free.    
(solid bullet) ROLLOVER IRAS    help     retain special tax advantages
for certain    eligible rollover     distributions from
employer-sponsored retirement plans. 
(solid bullet) PROFIT SHARING    OR     MONEY PURCHASE PENSION
PLANS    (KEOGHS)     allow self-employed individuals or small
business owners to make tax-deductible contributions for themselves
and any eligible employees   .    
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide
small business owners or those with self-employ   ment     income (and
their eligible employees) with many of the same advantages as a Keogh,
but with fewer administrative requirements.
   (solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS) allow employees
of businesses with 25 or fewer employees to contribute a percentage of
their wages on a tax-deferred basis. These plans must have been
established by the employer prior to January 1, 1997.    
(solid bullet) SIMPLE IRAS provide small business owners and those
with self-employ   ment     income (and their eligible employees) with
many of the advantages of a 401(k) plan, but with    the advantages of
a 401(k) plan, but with     fewer administrative requirements.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of
   501(c)(3)     tax-exempt institutions, including schools,
hospitals, and other charitable organizations. 
(solid bullet) 401(K) P   LAN    S allow employees of
   organizations     of all sizes to contribute a percentage of their
wages on a tax-deferred basis. These accounts need to be established
by the trustee of the plan.
   (solid bullet) DEFERRED COMPENSATION PLANS (457 PLANS) are
available to employees of most state and local governments and their
agencies and to employees of tax-exempt institutions.    
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and
obtain tax benefits. An individual can give up to $10,000 a year per
child without paying federal gift tax. Depending on state laws, you
can set up a custodial account under the Uniform Gifts to Minors Act
(UGMA) or the Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR
OTHER GROUPS
Requires a special application.
HOW TO BUY SHARES
   THE PRICE TO BUY ONE SHARE     o   f the fund is the fund's
offering price or the fund's net asset value per share (NAV),
depending on whether you pay a sales charge. If you pay a sales
charge, your price will be the fund's offering price.     When you buy
shares    of the fund     at the offering price, Fidelity deducts the
appropriate sales charge and invests the rest in the fund.    If you
qualify for a sales charge waiver, your price will be the fund's NAV.
See "Sales Charge Reductions and Waivers," page , for an explanation
of how and when the sales charge and waivers apply.    
   Your s    hares    will be     purchased at the next    offering
price or NAV, as applicable,     calculated after your investment is
received    in proper form. The fund's offering price and NAV are    
normally calculated    each business day     at 4:00 p.m. Eastern
time.    The fund reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange
Restrictions" on page . Purchase orders may be refused if, in FMR's
opinion, they would disrupt management of a fund.    
IF YOU ARE NEW TO FIDELITY, complete and sign an account application
and mail it along with your check. You may also open your account in
person or by wire as described on page . If there is no application
accompanying this prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another
Fidelity fund.
IF YOU ARE INVESTING THROUGH A TAX-   ADVANTAGED     RETIREMENT PLAN,
such as an IRA, for the first time, you will need a special
application. Retirement investing also involves its own investment
procedures. Call 1-800-544-8888 for more information and a retirement
application.
If you buy shares by check or Fidelity Money Line(registered
trademark), and then sell those shares by any method other than by
exchange to another Fidelity fund, the payment may be delayed for up
to seven business days to ensure that your previous investment has
cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
For certain Fidelity retirement accounts   (double dagger)     $500
TO ADD TO AN ACCOUNT $250
For certain Fidelity retirement accounts   (double dagger)     $250
Through regular investment plans* $100
MINIMUM BALANCE $2,000
For certain Fidelity retirement accounts   (double dagger)     $500
   (double dagger) THESE LOWER MINIMUMS APPLY TO FIDELITY TRADITIONAL
IRA, ROTH IRA, ROTH CONVERSION IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH
ACCOUNTS    
* FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
"INVESTOR SERVICES," PAGE .
These minimums may vary for investments through Fidelity Portfolio
Advisory Services. There is no minimum account balance or initial or
subsequent investment minimum for certain retirement accounts funded
through salary deduction, or accounts opened with the proceeds of
distributions from Fidelity retirement accounts. Refer to the program
materials for details.
 
 
 
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<S>                 <C>                                    <C>                                                             
                    TO OPEN AN ACCOUNT                     TO ADD TO AN ACCOUNT                                            
 
PHONE 1-800-544-7777 
(PHONE_GRAPHIC)     (SMALL SOLID BULLET) EXCHANGE FROM 
                    ANOTHER FIDELITY FUND                  (SMALL SOLID BULLET) EXCHANGE FROM ANOTHER FIDELITY FUND        
                    ACCOUNT WITH THE SAME REGISTRATION,    ACCOUNT WITH THE SAME REGISTRATION,                             
                    INCLUDING NAME, ADDRESS, AND           INCLUDING NAME, ADDRESS, AND                                    
                    TAXPAYER ID NUMBER.                    TAXPAYER ID NUMBER.                                             
                                                           (SMALL SOLID BULLET) USE FIDELITY MONEY LINE TO TRANSFER        
                                                           FROM YOUR BANK ACCOUNT. CALL BEFORE                             
                                                           YOUR FIRST USE TO VERIFY THAT THIS                              
                                                           SERVICE IS IN PLACE ON YOUR ACCOUNT.
                                                           MAXIMUM MONEY LINE: UP TO                                       
                                                              $100,000.                                                    
 
MAIL 
(MAIL_GRAPHIC)      (SMALL SOLID BULLET) COMPLETE AND SIGN 
                    THE APPLICATION.                       (SMALL SOLID BULLET) MAKE YOUR CHECK PAYABLE TO THE             
                    MAKE YOUR CHECK PAYABLE TO THE         COMPLETE NAME OF THE FUND. INDICATE                             
                    COMPLETE NAME OF THE FUND. MAIL TO     YOUR FUND ACCOUNT NUMBER ON YOUR                                
                    THE ADDRESS INDICATED ON THE           CHECK AND MAIL TO THE ADDRESS PRINTED                           
                    APPLICATION.                           ON YOUR ACCOUNT STATEMENT.                                      
                                                           (SMALL SOLID BULLET) EXCHANGE BY MAIL: CALL                     
                                                           1-800-544-6666 FOR INSTRUCTIONS.                                
 
IN PERSON 
(HAND_GRAPHIC)      (SMALL SOLID BULLET) BRING YOUR 
                    APPLICATION AND CHECK TO A             (SMALL SOLID BULLET) BRING YOUR CHECK TO A FIDELITY INVESTOR    
                    FIDELITY INVESTOR CENTER. CALL         CENTER. CALL 1-800-544-9797 FOR THE                             
                    1-800-544-9797 FOR THE CENTER          CENTER NEAREST YOU.                                             
                    NEAREST YOU.                                                                                     
 
WIRE (WIRE_GRAPHIC) (SMALL SOLID BULLET) CALL 
                    1-800-544-7777 TO SET UP YOUR          (SMALL SOLID BULLET) NOT AVAILABLE FOR RETIREMENT ACCOUNTS.     
                    ACCOUNT AND TO ARRANGE A WIRE          (SMALL SOLID BULLET) WIRE TO:                                   
                    TRANSACTION. NOT AVAILABLE FOR          BANKERS TRUST COMPANY,                                          
                    RETIREMENT ACCOUNTS.                    BANK ROUTING #021001033,                                        
                    (SMALL SOLID BULLET) WIRE WITHIN 24 
                    HOURS TO:                               ACCOUNT #00163053.                                              
                    BANKERS TRUST COMPANY,                  SPECIFY THE COMPLETE NAME OF THE                                
                    BANK ROUTING #021001033,                FUND AND INCLUDE YOUR ACCOUNT                                   
                    ACCOUNT #00163053.                      NUMBER AND YOUR NAME.                                           
                    SPECIFY THE COMPLETE NAME OF THE                                                                    
                    FUND AND INCLUDE YOUR NEW ACCOUNT                                                                   
                    NUMBER AND YOUR NAME.                                                                             
 
AUTOMATICALLY 
(AUTOMATIC_GRAPHIC) (SMALL SOLID BULLET) NOT AVAILABLE.     (SMALL SOLID BULLET) USE FIDELITY AUTOMATIC ACCOUNT             
                                                            BUILDER. SIGN UP FOR THIS SERVICE                               
                                                            WHEN OPENING YOUR ACCOUNT, OR CALL                              
                                                            1-800-544-6666 TO ADD IT.                                       
 
</TABLE>
 
 
<TABLE>
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<S>                                                                             <C>   <C>   
(TDD_GRAPHIC) TDD - SERVICE FOR THE DEAF AND HEARING IMPAIRED: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares.
   Your shares will be sold at the next NAV calculated after your
order is received in proper form. The fund's NAV is normally
calculated each business day at 4:00 p.m. Easter    n time. 
       THE PRICE TO SELL ONE SHARE    of the fund is the fund's
NAV.    
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be
made in writing, except for exchanges to other Fidelity funds, which
can be requested by phone or in writing. Call 1-800-544-6666 for a
retirement distribution form. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$2,000 worth of shares in the account to keep it open ($500 for
retirement accounts). 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to
sign up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply: 
(small solid bullet) You wish to redeem more than $100,000 worth of
shares, 
(small solid bullet) Your account registration has changed within the
last 30 days,
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address), 
(small solid bullet) The check is being made payable to someone other
than the account owner, or 
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration. 
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(small solid bullet) Your name, 
(small solid bullet) The fund's name, 
(small solid bullet) Your fund account number, 
(small solid bullet) The dollar amount or number of shares to be
redeemed, and 
(small solid bullet) Any other applicable requirements listed in the
table that follows. 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it
to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602 
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
 
 
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<S>                    <C>                          <C>                                                                     
PHONE 1-800-544-7777 
(PHONE_GRAPHIC)        ALL ACCOUNT TYPES EXCEPT     (SMALL SOLID BULLET) MAXIMUM CHECK REQUEST: $100,000.                   
                       RETIREMENT                   (SMALL SOLID BULLET) FOR MONEY LINE TRANSFERS TO YOUR BANK ACCOUNT;     
                                                    MINIMUM: $10; MAXIMUM: UP TO $100,000.                                  
                       ALL ACCOUNT TYPES            (SMALL SOLID BULLET) YOU MAY EXCHANGE TO OTHER FIDELITY FUNDS IF        
                                                    BOTH ACCOUNTS ARE REGISTERED WITH THE SAME                              
                                                    NAME(S), ADDRESS, AND TAXPAYER ID NUMBER.                               
 
MAIL OR IN PERSON 
(MAIL_GRAPHIC)
(HAND_GRAPHIC)         INDIVIDUAL, JOINT TENANT,    (SMALL SOLID BULLET) THE LETTER OF INSTRUCTION MUST BE SIGNED BY ALL    
                       SOLE PROPRIETORSHIP,         PERSONS REQUIRED TO SIGN FOR TRANSACTIONS,                              
                       UGMA, UTMA                   EXACTLY AS THEIR NAMES APPEAR ON THE ACCOUNT.                           
                       RETIREMENT ACCOUNT           (SMALL SOLID BULLET) THE ACCOUNT OWNER SHOULD COMPLETE A                
                                                    RETIREMENT DISTRIBUTION FORM. CALL                                      
                                                    1-800-544-6666 TO REQUEST ONE.                                          
                      TRUST                        (SMALL SOLID BULLET) THE TRUSTEE MUST SIGN THE LETTER INDICATING        
                                                    CAPACITY AS TRUSTEE. IF THE TRUSTEE'S NAME IS NOT                       
                                                    IN THE ACCOUNT REGISTRATION, PROVIDE A COPY OF THE                      
                                                    TRUST DOCUMENT CERTIFIED WITHIN THE LAST 60 DAYS.                       
                      BUSINESS OR ORGANIZATION     (SMALL SOLID BULLET) AT LEAST ONE PERSON AUTHORIZED BY CORPORATE        
                                                    RESOLUTION TO ACT ON THE ACCOUNT MUST SIGN THE                          
                                                    LETTER.                                                                 
                                                    (SMALL SOLID BULLET) INCLUDE A CORPORATE RESOLUTION WITH CORPORATE      
                                                    SEAL OR A SIGNATURE GUARANTEE.                                          
                      EXECUTOR, ADMINISTRATOR,     (SMALL SOLID BULLET) CALL 1-800-544-6666 FOR INSTRUCTIONS.              
                      CONSERVATOR, GUARDIAN                                                                                
 
</TABLE>
 
 
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<CAPTION>
<S>                   <C>                         <C>                                                                   
WIRE (WIRE_GRAPHIC)   ALL ACCOUNT TYPES EXCEPT    (SMALL SOLID BULLET) YOU MUST SIGN UP FOR THE WIRE FEATURE BEFORE     
                      RETIREMENT                  USING IT. TO VERIFY THAT IT IS IN PLACE, CALL                         
                                                  1-800-544-6666. MINIMUM WIRE: $5,000.                                 
                                                  (SMALL SOLID BULLET) YOUR WIRE REDEMPTION REQUEST MUST BE RECEIVED    
                                                     IN PROPER FORM     BY FIDELITY BEFORE 4:00 P.M.                    
                                                  EASTERN TIME FOR MONEY TO BE WIRED ON THE                             
                                                  NEXT BUSINESS DAY.                                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(TDD_GRAPHIC) TDD - SERVICE FOR THE DEAF AND HEARING IMPAIRED: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your
account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365
days a year. Whenever you call, you can speak with someone equipped to
provide the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your
account registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
RETIREMENT ACCOUNT ASSISTANCE
1-800-544-4774
TOUCHTONE XPRESSSM
1-800-544-5555
 AUTOMATED SERVICE
(checkmark)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more
than one account in the fund. Call 1-800-544-6666 if you need copies
of financial reports, prospectuses, or historical account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of
other Fidelity funds by telephone or in writing. The shares you
exchange will carry credit for any sales charge you previously paid in
connection with their purchase.
Note that exchanges out of the fund are limited to four per calendar
year, and that they may have tax consequences for you. For details on
policies and restrictions governing exchanges, including circumstances
under which a shareholder's exchange privilege may be suspended or
revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from
your account. Because of the fund's sales charge, you may not want to
set up a systematic withdrawal plan during a period when you are
buying shares on a regular basis.
FIDELITY MONEY LINE(registered trademark) enables you to transfer
money by phone between your bank account and your fund account. Most
transfers are complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money
regularly. Fidelity offers convenient services that let you transfer
money into your fund account, or between fund accounts, automatically.
While regular investment plans do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses,
and other long-term financial goals. Certain restrictions apply for
retirement accounts. Call 1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS
FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
 
<TABLE>
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<S>       <C>                    <C>                                                                                     
MINIMUM   FREQUENCY              SETTING UP OR CHANGING                                                                  
$100      MONTHLY OR QUARTERLY   (SMALL SOLID BULLET) FOR A NEW ACCOUNT, COMPLETE THE APPROPRIATE SECTION ON THE FUND    
                                 APPLICATION.                                                                            
                                 (SMALL SOLID BULLET) FOR EXISTING ACCOUNTS, CALL 1-800-544-6666 FOR AN APPLICATION.     
                                 (SMALL SOLID BULLET) TO CHANGE THE AMOUNT OR FREQUENCY OF YOUR INVESTMENT, CALL         
                                 1-800-544-6666 AT LEAST THREE BUSINESS DAYS PRIOR TO YOUR NEXT                          
                                 SCHEDULED INVESTMENT DATE.                                                              
 
</TABLE>
 
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A
FIDELITY FUNDA
 
<TABLE>
<CAPTION>
<S>       <C>                <C>                                                                                
MINIMUM   FREQUENCY          SETTING UP OR CHANGING                                                             
$100      EVERY PAY PERIOD   (SMALL SOLID BULLET) CHECK THE APPROPRIATE BOX ON THE FUND APPLICATION, OR CALL    
                             1-800-544-6666 FOR AN AUTHORIZATION FORM.                                          
                             (SMALL SOLID BULLET) CHANGES REQUIRE A NEW AUTHORIZATION FORM.                     
 
</TABLE>
 
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY
FUND
 
<TABLE>
<CAPTION>
<S>       <C>                      <C>                                                                                
MINIMUM   FREQUENCY                SETTING UP OR CHANGING                                                             
$100      Monthly, bimonthly,      (small solid bullet) To establish, call 1-800-544-6666 after both accounts are     
          quarterly, or annually   opened.                                                                            
                                   (small solid bullet) To change the amount or frequency of your investment, call    
                                   1-800-544-6666.                                                                    
 
</TABLE>
 
A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN
APPROPRIATE CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
The fund distributes substantially all of its net income and capital
gains to shareholders each year. Normally, dividends and capital gains
are distributed in January and December.
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on
the application, call 1-800-544-6666 for instructions. The fund offers
four options: 
5. REINVESTMENT OPTION. Your dividend and capital gain distributions
will be automatically reinvested in additional shares of the fund. If
you do not indicate a choice on your application, you will be assigned
this option. 
6. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each
dividend distribution.
7. CASH OPTION. You will be sent a check for your dividend and capital
gain distributions. 
8. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
SHARES PURCHASED THROUGH REINVESTMENT of dividend and capital    gain
distributions are not subject to     a sales charge. If you direct
distributions to a fund with a 3% sales charge, you will not pay a
sales charge on those purchases. 
When the fund deducts a distribution from its NAV, the reinvestment
price is the fund's NAV at the close of business that day. Cash
distribution checks will be mailed within seven days.
TAXES
As with any investment, you should consider how your investment in the
fund will be taxed. If your account is not a tax-   advantaged    
retirement account, you should be aware of these tax implications. 
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income
tax, and may also be subject to state or local taxes. If you live
outside the United States, your distributions could also be taxed by
the country in which you reside. Your distributions are taxable when
they are paid, whether you take them in cash or reinvest them.
However, distributions declared in December and paid in January are
taxable as if they were paid on December 31. 
For federal tax purposes, the fund's income and short-term capital
gain   s are distributed as dividends and taxed     as ordinary
income; capital gain distributions are taxed as long-term capital
gains. Every January, Fidelity will send you and the IRS a statement
showing the    tax characterization     of distributions paid to you
in the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or
loss is the difference between the cost of your shares and the price
you receive when you sell them. 
Whenever you sell shares of the fund, Fidelity will send you a
confirmation statement showing how many shares you sold and at what
price. You will also receive a consolidated transaction statement
every January. However, it is up to you or your tax preparer to
determine whether this sale resulted in a capital gain and, if so, the
amount of tax to be paid. Be sure to keep your regular account
statements; the information they contain will be essential in
calculating the amount of your capital gains. 
"BUYING A DIVIDEND." If you buy shares when the fund has realized but
not yet distributed income or capital gains, you will pay the full
price for the shares and then receive a portion of the price back in
the form of a taxable distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on the
fund and its investments, and these taxes generally will reduce the
fund's distributions.    However, if you meet certain holding period
requirements with respect to your fund shares an offsetting tax credit
may be available to you. If you do not meet such holding period
requirements, you may still be entitled to a deduction for certain
foreign taxes. In either case,     your tax statement will show more
taxable income or capital gains than were actually distributed by the
fund, but will also show the amount of the available offsetting credit
or deduction.
There are tax requirements that all funds must follow in order to
avoid federal taxation. In its effort to adhere to these requirements,
the fund may have to limit its investment activity in some types of
instruments.
TRANSACTION DETAILS 
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
(NYSE) is open. F   SC     normally calculates the fund's NAV and
offering price as of the close of business of the NYSE, normally 4:00
p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the
number of shares outstanding. 
The fund's assets are valued primarily on the basis of market
quotations. Short-term securities with remaining maturities of sixty
days or less for which quotations are not readily available are valued
on the basis of amortized cost. This method minimizes the effect of
changes in a security's market value. Foreign securities are valued on
the basis of quotations from the primary market in which they are
traded, and are translated from the local currency into U.S. dollars
using current exchange rates. In addition, if quotations are not
readily available, or if the values have been materially affected by
events occurring after the closing of a foreign market, assets may be
valued by another method that the Board of Trustees believes
accurately reflects fair value.
THE OFFERING PRICE of the fund is its NAV divided by the difference
between one and the applicable sales charge percentage. The maximum
sales charge is 3% of the offering price.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require the fund to withhold 31% of your taxable distributions and
redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity    will not be responsible     for    any     losses
resulting from unauthorized transactions if it    follows       
reasonable security     procedures designed to verify the identity of
the    investor.     Fidelity will request personalized security codes
or other information, and may also record calls.    For transactions
conducted through the Internet, Fidelity recommends the use of an
Internet browser with 128-bit encryption.     You should verify the
accuracy of your confirmation statements immediately after you receive
them. If you do not want the ability to redeem and exchange by
telephone, call Fidelity for    instructions.    
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during
periods of unusual market activity), consider placing your order by
mail or by visiting a Fidelity Investor Center. 
THE FUND RESERVES THE RIGHT to suspend the offering of shares for a
period of time.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased
at the next offering price or NAV, as applicable, calculated after
your investment is received in proper form. Note the following: 
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks. 
(small solid bullet) Fidelity does not accept cash. 
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) The fund reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees the fund or
its transfer agent has incurred. 
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money
order, U.S. Treasury check, Federal Reserve check, or direct deposit
instead. 
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements
with FDC may enter confirmed purchase orders on behalf of customers by
phone, with payment to follow no later than the time when the fund is
priced on the following business day. If payment is not received by
that time, the financial institution could be held liable for
resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at
the next NAV calculated after your    order     is received    in
proper form    . Note the following: 
(small solid bullet) Normally, redemption proceeds will be mailed to
you on the next business day, but if making immediate payment could
adversely affect the fund, it may take up to seven days to pay you. 
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day
after your phone call.
(small solid bullet) The fund may hold payment on redemptions until it
is reasonably satisfied that investments made by check or Fidelity
Money Line have been collected, which can take up to seven business
days.
(small solid bullet)    Remember to keep shares in your account in
order to be eligible to purchase additional shares of the fund.    
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of
$12.00 from accounts with a value of less than $2,500 (including any
amount paid as a sales charge), subject to an annual maximum charge of
$24.00 per shareholder. It is expected that accounts will be valued on
the second Friday in November of each year. Accounts opened after
September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part
the relatively higher costs of servicing smaller accounts. This fee
will not be deducted from Fidelity brokerage accounts, retirement
accounts (except non-prototype retirement accounts), accounts using
regular investment plans, or if total assets with Fidelity exceed
$30,000. Eligibility for the $30,000 waiver is determined by
aggregating Fidelity accounts maintained by FSC or FBSI which are
registered under the same social security number or which list the
same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $ 2,000, you will be given 30
days' notice to reestablish the minimum balance. If you do not
increase your balance, Fidelity reserves the right to close your
account and send the proceeds to you. Your shares will be redeemed at
the NAV on the day your account is closed. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC collects the proceeds from the fund's 3% sales charge and may pay
a portion of them to securities dealers who have sold the fund's
shares, or to others, including banks and other financial institutions
(qualified recipients), under special arrangements in connection with
FDC's sales activities. The sales charge paid to qualified recipients
is 1.50% of the fund's offering price.
FDC may, at its own expense, provide promotional incentives to
qualified recipients who support the sale of shares of the fund
without reimbursement from the fund. In some instances, these
incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or
expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the
fund for shares of other Fidelity funds. However, you should note the
following:
(small solid bullet) The fund you are exchanging into must be
available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund, read its
prospectus.
(small solid bullet) If you exchange into a fund with a sales charge,
you pay the percentage-point difference between that fund's sales
charge and any sales charge you have previously paid in connection
with the shares you are exchanging. For example, if you had already
paid a sales charge of 2% on your shares and you exchange them into a
fund with a 3% sales charge, you would pay an additional 1% sales
charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund
performance and shareholders, the fund reserves the right to
temporarily or permanently terminate the exchange privilege of any
investor who makes more than four exchanges out of the fund per
calendar year. Accounts under common ownership or control, including
accounts with the same taxpayer identification number, will be counted
together for purposes of the four exchange limit.
(small solid bullet) The exchange limit may be modified for accounts
in certain institutional retirement plans to conform to plan exchange
limits and Department of Labor regulations. See your plan materials
for further information.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would
be unable to invest the money effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
(small solid bullet) Your exchanges may be restricted or refused if
the fund receives or anticipates simultaneous orders affecting
significant portions of the fund's assets. In particular, a pattern of
exchanges that coincides with a "market timing" strategy may be
disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any
time. The fund reserves the right to terminate or modify the exchange
privilege in the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may
   impose     administrative fees of up to 1.00% and trading fees of
up to 1.50%    of the amount exchanged.     Check each fund's
prospectus for details.
SALES CHARGE
REDUCTIONS AND WAIVERS 
REDUCTIONS. The fund's sales charge may be reduced if you invest
directly with Fidelity or through prototype or prototype-like
retirement plans sponsored by FMR or FMR Corp. The amount you invest,
plus the value of your account, must fall within the ranges shown
below.    P    urchases made with assistance or intervention from a
financial intermediary are not eligible    for a sales charge
reduction.     Call Fidelity to see if your purchase qualifies.
                     Sales Charge                                            
 
Ranges               As a % of        As an                                  
                     Offering Price   approximate % of net amount invested   
 
$0 - 249,999         3.00%            3.09%                                  
 
$250,000 - 499,999   2.00%            2.04%                                  
 
$500,000 - 999,999   1.00%            1.01%                                  
 
$1,000,000 or more   none             none                                   
 
The sales charge will also be reduced by the percentage of any sales
charge you previously paid on investments in other Fidelity funds
   or by the percentage of     any sales charge you would have paid if
the reductions in the table above had not existed. These sales charge
credits only apply to purchases made in one of the ways listed below,
and only if you continuously owned Fidelity fund shares   ,     or
   maintained     a Fidelity brokerage core account, or participated
in The CORPORATEplan for Retirement Program.
1. By exchange from another Fidelity fund. 
2. With proceeds    from     a transaction    in     a Fidelity
brokerage core account, including any free credit balance, core money
market fund, or margin availability, to the extent such proceeds were
derived from redemption proceeds from another Fidelity fund. 
3.    As a p    articipant in The CORPORATEplan for Retirement Program
when shares are purchased through plan-qualified loan repayments, and
for exchanges into and out of the Managed Income Portfolio. 
WAIVERS. The fund's sales charge will not apply: 
1. If you buy shares as part of an employee benefit plan having more
than 200 eligible employees or a minimum of $3 million in plan assets
invested in Fidelity mutual funds.
2. To shares in a Fidelity account purchased with the proceeds of a
distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan
that both qualified for waiver (1) above and had at least some of its
assets invested in Fidelity-managed products. (Distributions
transferred to an IRA account must be transferred within 60 days from
the date of the distribution. All other distributions must be
transferred directly into a Fidelity account).
3. If you are a charitable organization (as defined for purposes of
Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or
more. 
4. If you purchase shares for a charitable remainder trust or life
income pool established for the benefit of a charitable organization
(as defined for purposes of Section 501(c)(3) of the Internal Revenue
Code). 
5. If you are an investor participating in the Fidelity Trust
Portfolios program. 
6. To shares purchased by a mutual fund for which FMR or an affiliate
serves as investment manager. 
7. To shares purchased through Portfolio Advisory Services or Fidelity
Charitable Advisory Services.
8. If you are a current or former trustee or officer of a Fidelity
fund or a current or retired officer, director, or regular employee of
FMR Corp. or Fidelity International Limited or their direct or
indirect subsidiaries (a Fidelity trustee or employee), the spouse of
a Fidelity trustee or employee, a Fidelity trustee or employee acting
as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee. 
9. If you are a bank trust officer, registered representative, or
other employee of a qualified recipient, as defined on page .
These waivers must be qualified through FDC in advance. More detailed
information about waivers (1), (2), (5), and (9) is contained in the
Statement of Additional Information. A representative of your plan or
organization should call Fidelity for more information.
 
 
This prospectus is printed on recycled paper using soy-based inks.
FIDELITY NEW MILLENNIUM(registered trademark) FUND
A FUND OF FIDELITY MT. VERNON STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
   January 28, 1998    
   This Statement of Additional Information (SAI) is not a prospectus
but should be read in conjunction with the fund's current Prospectus
(dated January 28, 1998       ). Please retain this document for
future reference. The fund's Annual Report is a separate document
supplied with this SAI. To obtain a free additional copy of the
Prospectus or an Annual Report, please call Fidelity at
1-800-544-8888.    
TABLE OF CONTENTS                                PAGE      
 
                                                           
 
Investment Policies and Limitations                        
 
Portfolio Transactions                                     
 
Valuation                                                  
 
Performance                                                
 
Additional Purchase and Redemption Information             
 
Distributions and Taxes                                    
 
FMR                                                        
 
Trustees and Officers                                      
 
Management Contract                                        
 
Contracts with FMR Affiliates                              
 
Description of the Trust                                   
 
Financial Statements                                       
 
Appendix                                                   
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT 
Fidelity Service Company, Inc. (FSC)
NMF   -ptb-    0198
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in
the Prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of the fund's assets that
may be invested in any security or other asset, or sets forth a policy
regarding quality standards, such standard or percentage limitation
will be determined immediately after and as a result of the fund's
acquisition of such security or other asset. Accordingly, any
subsequent change in values, net assets, or other circumstances will
not be considered when determining whether the investment complies
with the fund's investment policies and limitations.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940
Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations
described in this SAI are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL
INVESTMENT LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities)
if, as a result, (a) more than 5% of the fund's total assets would be
invested in the securities of that issuer, or (b) the fund would hold
more than 10% of the outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)). The fund will not borrow from other funds advised by
FMR or its affiliates if total outstanding borrowings immediately
after such borrowing would exceed 15% of the fund's total assets.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page        .
AFFILIATED BANK TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940    Act    . These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Securities and Exchange Commission (SEC), the Board of Trustees
has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.
CLOSED-END INVESTMENT COMPANIES. The fund may purchase the shares of
closed-end investment companies to facilitate investment in certain
countries. Shares of closed-end investment companies may trade at a
premium or a discount to their net asset value.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve significant risks in addition to the risks
inherent in U.S. investments. The value of securities denominated in
foreign currencies and of dividends and interest paid with respect to
such securities will fluctuate based on the relative strength of the
U.S. dollar. 
Foreign investments involve a risk of local political, economic, or
social instability, military action or unrest, or adverse diplomatic
developments, and may be affected by actions of foreign governments
adverse to the interests of U.S. investors. Such actions may include
the possibility of expropriation or nationalization of assets,
confiscatory taxation, restrictions on U.S. investment or on the
ability to repatriate assets or convert currency into U.S. dollars, or
other government intervention. There is no assurance that FMR will be
able to anticipate these potential events or counter their effects.
These risks are magnified for investments in developing countries,
which may have relatively unstable governments, economies based on
only a few industries, and securities markets that trade a small
number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States.
Foreign markets may offer less protection to investors than U.S.
markets. It is anticipated that in most cases the best available
market for foreign securities will be on an exchange or in
over-the-counter markets located outside of the United States. Foreign
stock markets, while growing in volume and sophistication, are
generally not as developed as those in the United States, and
securities of some foreign issuers (particularly those located in
developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading
practices, including those involving securities settlement where fund
assets may be released prior to receipt of payment, may result in
increased risk in the event of a failed trade or the insolvency of a
foreign broker-dealer, and may involve substantial delays. In
addition, the costs of foreign investing, including withholding taxes,
brokerage commissions and custodial costs, are generally higher than
for U.S. investors. In general, there is less overall governmental
supervision and regulation of securities exchanges, brokers, and
listed companies than in the United States. It may also be difficult
to enforce legal rights in foreign countries. Foreign issuers are
generally not bound by uniform accounting, auditing, and financial
reporting requirements and standards of practice comparable to those
applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the
United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less
liquid than foreign securities of the same class that are not subject
to such restrictions.
American Depositary Receipts (ADRs) as well as other "hybrid" forms of
ADRs including European Depositary Receipts (EDRs) and Global
Depositary Receipts (GDRs), are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by
depository banks and generally trade on an established market in the
United States or elsewhere. The underlying shares are held in trust by
a custodian bank or similar financial institution in the issuer's home
country. The depository bank may not have physical custody of the
underlying securities at all times and may charge fees for various
services, including forwarding dividends and interest and corporate
actions. ADRs are an alternative to directly purchasing the underlying
foreign securities in their national markets and currencies. However,
ADRs continue to be subject to many of the risks associated with
investing directly in foreign securities. These risks include foreign
exchange risk as well as the political and economic risks of the
underlying issuer's country.
FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign currency
transactions on a spot (i.e., cash) or forward basis (i.e., by
entering into forward contracts to purchase or sell foreign
currencies). Although foreign exchange dealers generally do not charge
a fee for such conversions, they do realize a profit based on the
difference between the prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign
currency at one rate, while offering a lesser rate of exchange should
the counterparty desire to resell that currency to the dealer. Forward
contracts are customized transactions that require a specific amount
of a currency to be delivered at a specific exchange rate on a
specific date or range of dates in the future. Forward contracts are
generally traded in an interbank market directly between currency
traders (usually large commercial banks) and their customers. The
parties to a forward contract may agree to offset or terminate the
contract before its maturity, or may hold the contract to maturity and
complete the contemplated currency exchange. A fund may use currency
forward contracts for any purpose consistent with its investment
objective.
The following discussion summarizes the principal currency management
strategies involving forward contracts that could be used by a fund. A
fund may also use swap agreements, indexed securities, and options and
futures contracts relating to foreign currencies for the same
purposes.
A "settlement hedge" or "transaction hedge" is designed to protect a
fund against an adverse change in foreign currency values between the
date a security is purchased or sold and the date on which payment is
made or received. Entering into a forward contract for the purchase or
sale of the amount of foreign currency involved in an underlying
security transaction for a fixed amount of U.S. dollars "locks in" the
U.S. dollar price of the security. Forward contracts to purchase or
sell a foreign currency may also be used by a fund in anticipation of
future purchases or sales of securities denominated in foreign
currency, even if the specific investments have not yet been selected
by FMR.
A fund may also use forward contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. For
example, if a fund owned securities denominated in pounds sterling, it
could enter into a forward contract to sell pounds sterling in return
for U.S. dollars to hedge against possible declines in the pound's
value. Such a hedge, sometimes referred to as a "position hedge,"
would tend to offset both positive and negative currency fluctuations,
but would not offset changes in security values caused by other
factors. A fund could also hedge the position by selling another
currency expected to perform similarly to the pound sterling. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would
not hedge currency exposure as effectively as a direct hedge into U.S.
dollars. Proxy hedges may result in losses if the currency used to
hedge does not perform similarly to the currency in which the hedged
securities are denominated.
A fund may enter into forward contracts to shift its investment
exposure from one currency into another. This may include shifting
exposure from U.S. dollars to a foreign currency, or from one foreign
currency to another foreign currency. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to
the currency that is sold, and increase exposure to the currency that
is purchased, much as if a fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the
hedged currency, but will cause a fund to assume the risk of
fluctuations in the value of the currency it purchases. 
Under certain conditions, SEC guidelines require mutual funds to set
aside appropriate liquid assets in a segregated custodial account to
cover currency forward contracts. As required by SEC guidelines, a
fund will segregate assets to cover currency forward contracts, if
any, whose purpose is essentially speculative. A fund will not
segregate assets to cover forward contracts entered into for hedging
purposes, including settlement hedges, position hedges, and proxy
hedges.
Successful use of currency management strategies will depend on FMR's
skill in analyzing currency values. Currency management strategies may
substantially change a fund's investment exposure to changes in
currency exchange rates and could result in losses to a fund if
currencies do not perform as FMR anticipates. For example, if a
currency's value rose at a time when FMR had hedged a fund by selling
that currency in exchange for dollars, a fund would not participate in
the currency's appreciation. If FMR hedges currency exposure through
proxy hedges, a fund could realize currency losses from both the hedge
and the security position if the two currencies do not move in tandem.
Similarly, if FMR increases a fund's exposure to a foreign currency
and that currency's value declines, a fund will realize a loss. There
is no assurance that FMR's use of currency management strategies will
be advantageous to a fund or that it will hedge at appropriate times.
FUND'S RIGHTS AS A SHAREHOLDER. The fund does not intend to direct or
administer the day-to-day operations of any company. The fund,
however, may exercise its rights as a shareholder and may communicate
its views on important matters of policy to management, the Board of
Directors, and shareholders of a company when FMR determines that such
matters could have a significant effect on the value of the fund's
investment in the company. The activities that the fund may engage in,
either individually or in conjunction with others, may include, among
others, supporting or opposing proposed changes in a company's
corporate structure or business activities; seeking changes in a
company's directors or management; seeking changes in a company's
direction or policies; seeking the sale or reorganization of the
company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is
increasingly prone to litigation and it is possible that the fund
could be involved in lawsuits related to such activities. FMR will
monitor such activities with a view to mitigating, to the extent
possible, the risk of litigation against the fund and the risk of
actual liability if the fund is involved in litigation. No guarantee
can be made, however, that litigation against the fund will not be
undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following sections pertain to futures and
options: Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures
Margin Payments, Limitations on Futures and Options Transactions,
Liquidity of Options and Futures Contracts, Options and Futures
Relating to Foreign Currencies, OTC Options, Purchasing Put and Call
Options, and Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply
with guidelines established by the Securities and Exchange Commission
with respect to coverage of options and futures strategies by mutual
funds, and if the guidelines so require will set aside appropriate
liquid assets in a segregated custodial account in the amount
prescribed. Securities held in a segregated account cannot be sold
while the futures or option strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a
possibility that segregation of a large percentage of the fund's
assets could impede portfolio management or the fund's ability to meet
redemption requests or other current obligations.
COMBINED POSITIONS. The fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the
overall position. For example, the fund may purchase a put option and
write a call option on the same underlying instrument, in order to
construct a combined position whose risk and return characteristics
are similar to selling a futures contract. Another possible combined
position would involve writing a call option at one strike price and
buying a call option at a lower price, in order to reduce the risk of
the written call option in the event of a substantial price increase.
Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely
that the standardized contracts available will not match the fund's
current or anticipated investments exactly. The fund may invest in
options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in
which it typically invests, which involves a risk that the options or
futures position will not track the performance of the fund's other
investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the
fund's investments well. Options and futures prices are affected by
such factors as current and anticipated short-term interest rates,
changes in volatility of the underlying instrument, and the time
remaining until expiration of the contract, which may not affect
security prices the same way. Imperfect correlation may also result
from differing levels of demand in the options and futures markets and
the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. The fund may purchase or sell
options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to
attempt to compensate for differences in volatility between the
contract and the securities, although this may not be successful in
all cases. If price changes in the fund's options or futures positions
are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.
FUTURES CONTRACTS. When the fund purchases a futures contract, it
agrees to purchase a specified underlying instrument at a specified
future date. When the fund sells a futures contract, it agrees to sell
the underlying instrument at a specified future date. The price at
which the purchase and sale will take place is fixed when the fund
enters into the contract. Some currently available futures contracts
are based on specific securities, such as U.S. Treasury bonds or
notes, and some are based on indices of securities prices, such as the
Standard & Poor's 500 Index (S&P 500). Futures can be held until their
delivery dates, or can be closed out before then if a liquid secondary
market is available.
The value of a futures contract tends to increase and decrease in
tandem with the value of its underlying instrument. Therefore,
purchasing futures contracts will tend to increase the fund's exposure
to positive and negative price fluctuations in the underlying
instrument, much as if it had purchased the underlying instrument
directly. When the fund sells a futures contract, by contrast, the
value of its futures position will tend to move in a direction
contrary to the market. Selling futures contracts, therefore, will
tend to offset both positive and negative market price changes, much
as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract
is not required to deliver or pay for the underlying instrument unless
the contract is held until the delivery date. However, both the
purchaser and seller are required to deposit "initial margin" with a
futures broker, known as a futures commission merchant (FCM), when the
contract is entered into. Initial margin deposits are typically equal
to a percentage of the contract's value. If the value of either
party's position declines, that party will be required to make
additional "variation margin" payments to settle the change in value
on a daily basis. The party that has a gain may be entitled to receive
all or a portion of this amount. Initial and variation margin payments
do not constitute purchasing securities on margin for purposes of the
fund's investment limitations. In the event of the bankruptcy of an
FCM that holds margin on behalf of the fund, the fund may be entitled
to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses
to the fund.
   LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed
a notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading
Commission (CFTC) and the National Futures Association, which regulate
trading in the futures markets. The fund intends to comply with Rule
4.5 under the Commodity Exchange Act, which limits the extent to which
the fund can commit assets to initial margin deposits and option
premiums.    
In addition, the fund will not: (a) sell futures contracts, purchase
put options, or write call options if, as a result, more than 25% of
the fund's total assets would be hedged with futures and options under
normal conditions; (b) purchase futures contracts or write put options
if, as a result, the fund's total obligations upon settlement or
exercise of purchased futures contracts and written put options would
exceed 25% of its total assets; or (c) purchase call options if, as a
result, the current value of option premiums for call options
purchased by the fund would exceed 5% of the fund's total assets.
These limitations do not apply to options attached to or acquired or
traded together with their underlying securities, and do not apply to
securities that incorporate features similar to options.
The above limitations on the fund's investments in futures contracts
and options, and the fund's policies regarding futures contracts and
options discussed elsewhere in this SAI, may be changed as regulatory
agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or
futures contract at any particular time. Options may have relatively
low trading volume and liquidity if their strike prices are not close
to the underlying instrument's current price. In addition, exchanges
may establish daily price fluctuation limits for options and futures
contracts, and may halt trading if a contract's price moves upward or
downward more than the limit in a given day. On volatile trading days
when the price fluctuation limit is reached or a trading halt is
imposed, it may be impossible for the fund to enter into new positions
or close out existing positions. If the secondary market for a
contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold
a position until delivery or expiration regardless of changes in its
value. As a result, the fund's access to other assets held to cover
its options or futures positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except
that they are traded on exchanges (and have margin requirements) and
are standardized as to contract size and delivery date. Most currency
futures contracts call for payment or delivery in U.S. dollars. The
underlying instrument of a currency option may be a foreign currency,
which generally is purchased or delivered in exchange for U.S.
dollars, or may be a futures contract. The purchaser of a currency
call obtains the right to purchase the underlying currency, and the
purchaser of a currency put obtains the right to sell the underlying
currency.
The uses and risks of currency options and futures are similar to
options and futures relating to securities or indices, as discussed
above. The fund may purchase and sell currency futures and may
purchase and write currency options to increase or decrease its
exposure to different foreign currencies. The fund may also purchase
and write currency options in conjunction with each other or with
currency futures or forward contracts. Currency futures and options
values can be expected to correlate with exchange rates, but may not
reflect other factors that affect the value of the fund's investments.
A currency hedge, for example, should protect a Yen-denominated
security from a decline in the Yen, but will not protect the fund
against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of the fund's foreign-denominated
investments changes in response to many factors other than exchange
rates, it may not be possible to match the amount of currency options
and futures to the value of the fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract
size, and strike price, the terms of over-the-counter (OTC) options
(options not traded on exchanges) generally are established through
negotiation with the other party to the option contract. While this
type of arrangement allows the fund greater flexibility to tailor an
option to its needs, OTC options generally involve greater credit risk
than exchange-traded options, which are guaranteed by the clearing
organization of the exchanges where they are traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's
underlying instrument at a fixed strike price. In return for this
right, the fund pays the current market price for the option (known as
the option premium). Options have various types of underlying
instruments, including specific securities, indices of securities
prices, and futures contracts. The fund may terminate its position in
a put option it has purchased by allowing it to expire or by
exercising the option. If the option is allowed to expire, the fund
will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the
strike price. The fund may also terminate a put option position by
closing it out in the secondary market at its current price, if a
liquid secondary market exists.
The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying
instrument's price does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss
(limited to the amount of the premium paid, plus related transaction
costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right
to purchase, rather than sell, the underlying instrument at the
option's strike price. A call buyer typically attempts to participate
in potential price increases of the underlying instrument with risk
limited to the cost of the option if security prices fall. At the same
time, the buyer can expect to suffer a loss if security prices do not
rise sufficiently to offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it
takes the opposite side of the transaction from the option's
purchaser. In return for receipt of the premium, the fund assumes the
obligation to pay the strike price for the option's underlying
instrument if the other party to the option chooses to exercise it.
When writing an option on a futures contract, the fund will be
required to make margin payments to an FCM as described above for
futures contracts. The fund may seek to terminate its position in a
put option it writes before exercise by closing out the option in the
secondary market at its current price. If the secondary market is not
liquid for a put option the fund has written, however, the fund must
continue to be prepared to pay the strike price while the option is
outstanding, regardless of price changes, and must continue to set
aside assets to cover its position.
If security prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it
is likely that the writer will also profit, because it should be able
to close out the option at a lower price. If security prices fall, the
put writer would expect to suffer a loss. This loss should be less
than the loss from purchasing the underlying instrument directly,
however, because the premium received for writing the option should
mitigate the effects of the decline.
Writing a call option obligates the fund to sell or deliver the
option's underlying instrument, in return for the strike price, upon
exercise of the option. The characteristics of writing call options
are similar to those of writing put options, except that writing calls
generally is a profitable strategy if prices remain the same or fall.
Through receipt of the option premium, a call writer mitigates the
effects of a price decline. At the same time, because a call writer
must be prepared to deliver the underlying instrument in return for
the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed
of in the ordinary course of business at approximately the prices at
which they are valued. Under the supervision of the Board of Trustees,
FMR determines the liquidity of the fund's investments and, through
reports from FMR, the Board monitors investments in illiquid
instruments. In determining the liquidity of the fund's investments,
FMR may consider various factors, including (1) the frequency of
trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
market, (4) the nature of the security (including any demand or tender
features), and (5) the nature of the marketplace for trades (including
the ability to assign or offset the fund's rights and obligations
relating to the investment).
Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal
and interest within seven days, over-the-counter options, and
non-government stripped fixed-rate mortgage-backed securities. Also,
FMR may determine some restricted securities, government-stripped
fixed-rate mortgage-backed securities, loans and other direct debt
instruments, emerging market securities, and swap agreements to be
illiquid. However, with respect to over-the-counter options the fund
writes, all or a portion of the value of the underlying instrument may
be illiquid depending on the assets held to cover the option and the
nature and terms of any agreement the fund may have to close out the
option before expiration.
In the absence of market quotations, illiquid investments are priced
at fair value as determined in good faith by a committee appointed by
the Board of Trustees. If through a change in values, net assets, or
other circumstances, the fund were in a position where more than 10%
of its net assets was invested in illiquid securities, it would seek
to take appropriate steps to protect liquidity.
INDEXED SECURITIES. The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices,
currencies, precious metals or other commodities, or other financial
indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is
determined by reference to a specific instrument or statistic.
Gold-indexed securities, for example, typically provide for a maturity
value that depends on the price of gold, resulting in a security whose
price tends to rise and fall together with gold prices.
Currency-indexed securities typically are short-term to
intermediate-term debt securities whose maturity values or interest
rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their
maturity value may increase when the specified currency value
increases, resulting in a security that performs similarly to a
foreign-denominated instrument, or their maturity value may decline
when foreign currencies increase, resulting in a security whose price
characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the
values of a number of different foreign currencies relative to each
other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which
they are indexed, and may also be influenced by interest rate changes
in the United States and abroad. At the same time, indexed securities
are subject to the credit risks associated with the issuer of the
security, and their values may decline substantially if the issuer's
creditworthiness deteriorates. Recent issuers of indexed securities
have included banks, corporations, and certain U.S. Government
agencies. Indexed securities may be more volatile than the underlying
instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, the fund has received permission to lend
money to, and borrow money from, other funds advised by FMR or its
affiliates. Interfund loans and borrowings normally extend overnight,
but can have a maximum duration of seven days. Loans may be called on
one day's notice. The fund will lend through the program only when the
returns are higher than those available from an investment in
repurchase agreements, and will borrow through the program only when
the costs are equal to or lower than the cost of bank loans. The fund
may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a
lending fund could result in a lost investment opportunity or
additional borrowing costs.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts owed
by a corporate, governmental, or other borrower to another party. They
may represent amounts owed to lenders or lending syndicates (loans and
loan participations), to suppliers of goods or services (trade claims
or other receivables), or to other parties. Direct debt instruments
involve a risk of loss in case of default or insolvency of the
borrower and may offer less legal protection to the fund in the event
of fraud or misrepresentation. In addition, loan participations
involve a risk of insolvency of the lending bank or other financial
intermediary. Direct debt instruments may also include standby
financing commitments that obligate the fund to supply additional cash
to the borrower on demand.
LOWER-QUALITY DEBT SECURITIES. The fund may purchase lower-quality
debt securities that have poor protection with respect to the payment
of interest and repayment of principal or may be in default. These
securities are often considered to be speculative and involve greater
risk of loss or price changes due to changes in the issuer's capacity
to pay. The market prices of lower-quality debt securities may
fluctuate more than those of higher-quality debt securities and may
decline significantly in periods of general economic difficulty, which
may follow periods of rising interest rates.
While the market for high-yield corporate debt securities has been in
existence for many years and has weathered previous economic
downturns, the 1980s brought a dramatic increase in the use of such
securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication
of the future performance of the high-yield bond market, especially
during periods of economic recession. 
The market for lower-quality debt securities may be thinner and less
active than that for higher-quality debt securities, which can
adversely affect the prices at which the former are sold. If market
quotations are not available, lower-quality debt securities will be
valued in accordance with procedures established by the Board of
Trustees, including the use of outside pricing services. Judgment
plays a greater role in valuing high-yield corporate debt securities
than is the case for securities for which more external sources for
quotations and last-sale information are available. Adverse publicity
and changing investor perceptions may affect the ability of outside
pricing services to value lower-quality debt securities and the fund's
ability to sell these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by the fund. In considering
investments for the fund, FMR will attempt to identify those issuers
of high-yielding securities whose financial condition is adequate to
meet future obligations, has improved, or is expected to improve in
the future. FMR's analysis focuses on relative values based on such
factors as interest or dividend coverage, asset coverage, earnings
prospects, and the experience and managerial strength of the issuer.
The fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security
holder to seek to protect the interests of security holders if it
determines this to be in the best interest of the fund's shareholders.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors
such as real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the
management skill and creditworthiness of the issuer. Real
estate-related instruments may also be affected by tax and regulatory
requirements, such as those relating to the environment.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is
unrelated to the coupon rate or maturity of the purchased security. To
protect the fund from risk that the original seller will not fulfill
its obligation, the securities are held in an account of the fund at a
bank, marked-to-market daily, and maintained at a value at least equal
to the sale price plus the accrued incremental amount. While it does
not presently appear possible to eliminate all risks from these
transactions (particularly the possibility that the value of the
underlying security will be less than the resale price, as well as
delays and costs to the fund in connection with bankruptcy
proceedings), it is the fund's current policy to engage in repurchase
agreement transactions with parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part
of the registration expense and a considerable period may elapse
between the time it decides to seek registration and the time it may
be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to
develop, the fund might obtain a less favorable price than prevailed
when it decided to seek registration of the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the
fund sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the
instrument at a particular price and time. While a reverse repurchase
agreement is outstanding, the fund will maintain appropriate liquid
assets in a segregated custodial account to cover its obligation under
the agreement. The fund will enter into reverse repurchase agreements
only with parties whose creditworthiness has been found satisfactory
by FMR. Such transactions may increase fluctuations in the market
value of the fund's assets and may be viewed as a form of leverage.
SECURITIES LENDING. The fund may lend securities to parties such as
broker-dealers or institutional investors, including    NFSC
    Fidelity Brokerage Services, Inc. (FBSI). FBSI is a member of the
New York Stock Exchange and a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the
securities loaned and, at the same time, to earn additional income.
Since there may be delays in the recovery of loaned securities, or
even a loss of rights in collateral supplied should the borrower fail
financially, loans will be made only to parties deemed by FMR to be of
good standing. Furthermore, they will only be made if, in FMR's
judgment, the consideration to be earned from such loans would justify
the risk.
FMR understands that it is the current view of the SEC Staff that a
fund may engage in loan transactions only under the following
conditions: (1) the fund must receive 100% collateral in the form of
cash or cash equivalents (e.g., U.S. Treasury bills or notes) from the
borrower; (2) the borrower must increase the collateral whenever the
market value of the securities loaned (determined on a daily basis)
rises above the value of the collateral; (3) after giving notice, the
fund must be able to terminate the loan at any time; (4) the fund must
receive reasonable interest on the loan or a flat fee from the
borrower, as well as amounts equivalent to any dividends, interest, or
other distributions on the securities loaned and to any increase in
market value; (5) the fund may pay only reasonable custodian fees in
connection with the loan; and (6) the Board of Trustees must be able
to vote proxies on the securities loaned, either by terminating the
loan or by entering into an alternative arrangement with the borrower.
Cash received through loan transactions may be invested in any
security in which the fund is authorized to invest. Investing this
cash subjects that investment, as well as the security loaned, to
market forces (i.e., capital appreciation or depreciation).
   SHORT SALES "AGAINST THE BOX." The fund may sell securities short
when it owns or has the right to obtain securities equivalent     in
kind or amount to the securities sold short.    Such short sales are
known as short sales "against the box".     If the fund enters into a
short sale against the box, it will be required to set aside
securities equivalent in kind and amount to the securities sold short
(or securities convertible or exchangeable into such securities) and
will be required to hold such securities while the short sale is
outstanding. The fund will incur transaction costs, including interest
expenses, in connection with opening, maintaining, and closing short
sales against the box.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values , mortgage securities, corporate borrowing rates, or
other factors such as security prices or inflation rates. Swap
agreements can take many different forms and are known by a variety of
names. The fund is not limited to any particular form of swap
agreement if FMR determines it is consistent with the fund's
investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a
fee by the other party. For example, the buyer of an interest rate cap
obtains the right to receive payments to the extent that a specified
interest rate exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the extent that a
specified interest rate falls below an agreed-upon level. An interest
rate collar combines elements of buying a cap and selling a floor.
Swap agreements will tend to shift the fund's investment exposure from
one type of investment to another. For example, if the fund agreed to
exchange payments in dollars for payments in foreign currency, the
swap agreement would tend to decrease the fund's exposure to U.S.
interest rates and increase its exposure to foreign currency and
interest rates. Caps and floors have an effect similar to buying or
writing options. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of the fund's investments
and its share price.
The most significant factor in the performance of swap agreements is
the change in the specific interest rate, currency, or other factors
that determine the amounts of payments due to and from the fund. If a
swap agreement calls for payments by the fund, the fund must be
prepared to make such payments when due. In addition, if the
counterparty's creditworthiness declined, the value of a swap
agreement would be likely to decline, potentially resulting in losses.
The fund expects to be able to eliminate its exposure under swap
agreements either by assignment or other disposition, or by entering
into an offsetting swap agreement with the same party or a similarly
creditworthy party.
The fund will maintain appropriate liquid assets in a segregated
custodial account to cover its current obligations under swap
agreements. If the fund enters into a swap agreement on a net basis,
it will segregate assets with a daily value at least equal to the
excess, if any, of the fund's accrued obligations under the swap
agreement over the accrued amount the fund is entitled to receive
under the agreement. If the fund enters into a swap agreement on other
than a net basis, it will segregate assets with a value equal to the
full amount of the fund's accrued obligations under the agreement.
   WARRANTS. Warrants are instruments which entitle the holder to buy
an equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to
changes in the value of its underlying security. The price of a
warrant may be more volatile than the price of its underlying security
and a warrant may offer greater potential for capital appreciation as
well as capital loss.     
   Warrants do not entitle a holder to dividends or voting rights with
respect to the underlying security and do not represent any rights in
the assets of the issuing company. A warrant ceases to have value if
it is not exercised prior to its expiration date. These factors can
make warrants more speculative than other types of investments.    
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed
on behalf of the fund by FMR pursuant to authority contained in the
management contract. If FMR grants investment management authority to
the sub-advisers (see the section entitled "Management Contract"), the
sub-advisers are authorized to place orders for the purchase and sale
of portfolio securities, and will do so in accordance with the
policies described below. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for
which it or its affiliates act as investment adviser. In selecting
broker-dealers, subject to applicable limitations of the federal
securities laws, FMR considers various relevant factors, including,
but not limited to: the size and type of the transaction; the nature
and character of the markets for the security to be purchased or sold;
the execution efficiency, settlement capability, and financial
condition of the broker-dealer firm; the broker-dealer's execution
services rendered on a continuing basis; the reasonableness of any
commissions; and arrangements for payment of fund expenses. Generally,
commissions for investments traded on foreign exchanges will be higher
than for investments traded on U.S. exchanges and may not be subject
to negotiation.
The fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the fund or other accounts
over which FMR or its affiliates exercise investment discretion. Such
services may include advice concerning the value of securities; the
advisability of investing in, purchasing, or selling securities; and
the availability of securities or the purchasers or sellers of
securities. In addition, such broker-dealers may furnish analyses and
reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; effect
securities transactions, and perform functions incidental thereto
(such as clearance and settlement). The selection of such
broker-dealers generally is made by FMR (to the extent possible
consistent with execution considerations) in accordance with a ranking
of broker-dealers determined periodically by FMR's investment staff
based upon the quality of research and execution services provided.
The receipt of research from broker-dealers that execute transactions
on behalf of the fund may be useful to FMR in rendering investment
management services to the fund or its other clients, and conversely,
such research provided by broker-dealers who have executed transaction
orders on behalf of other FMR clients may be useful to FMR in carrying
out its obligations to the fund. The receipt of such research has not
reduced FMR's normal independent research activities; however, it
enables FMR to avoid the additional expenses that could be incurred if
FMR tried to develop comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that
are in excess of the amount of commissions charged by other
broker-dealers in recognition of their research and execution
services. In order to cause the fund to pay such higher commissions,
FMR must determine in good faith that such commissions are reasonable
in relation to the value of the brokerage and research services
provided by such executing broker-dealers, viewed in terms of a
particular transaction or FMR's overall responsibilities to the fund
and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation
should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided
assistance in the distribution of shares of the fund or shares of
other Fidelity funds to the extent permitted by law. FMR may use
research services provided by and place agency transactions with
National Financial Services Corporation (NFSC) and Fidelity Brokerage
Services (FBS), indirect subsidiaries of FMR Corp., if the commissions
are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services. From
September 1992 through December 1994, FBS operated under the name
Fidelity Brokerage Services Limited (FBSL). As of January 1995, FBSL
was converted to an unlimited liability company and assumed the name
FBS. 
FMR may allocate brokerage transactions to broker-dealers who have
entered into arrangements with FMR under which the broker-dealer
allocates a portion of the commissions paid by the fund toward payment
of the fund's expenses, such as transfer agent fees or custodian fees.
The transaction quality must, however, be comparable to those of other
qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for accounts which they or their affiliates manage, unless certain
requirements are satisfied. Pursuant to such requirements, the Board
of Trustees has authorized NFSC to execute portfolio transactions on
national securities exchanges in accordance with approved procedures
and applicable SEC rules.
The Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio
transactions on behalf of the fund and review the commissions paid by
the fund over representative periods of time to determine if they are
reasonable in relation to the benefits to the fund.
   For the fiscal periods ended November 30, 1997 and 1996, the fund's
portfolio turnover rates were 142% and 158%    , respectively. Because
a high turnover rate increases transaction costs and may increase
taxable gains, FMR carefully weighs the anticipated benefits of
short-term investing against these consequences.
   For the fiscal years ended November 30, 1997, 1996, and 1995, the
fund paid brokerage commissions of $3,082,000, $2,583,000, and
$970,000, respectively. The fund pays both commissions and spreads in
connection with the placement of portfolio transactions. NFSC is paid
on a commission basis. During the fiscal years ended November 30,
1997, 1996, and 1995, the fund paid brokerage commissions of $211,000,
$134,000, and $78,000, respectively, to NFSC. During the fiscal year
ended November 1997, this amounted to approximately 6.84% of the
aggregate brokerage commissions paid by the fund for transactions
involving approximately 11.78% of the aggregate dollar amount of
transactions for which the fund paid brokerage commissions. The
difference between the percentage of brokerage commissions paid to and
the percentage of the dollar amount of transactions effected through
NFSC is a result of the low commission rates charged by NFSC.    
   During the fiscal years ended November 30, 1997, 1996, and 1995,
the fund paid brokerage commissions of $3,000, $5,000, and $0,
respectively, to FBS. During the fiscal year ended November, 30, 1997
this amounted to approximately 0.10% of the aggregate brokerage
commissions paid by the fund involving approximately 0.07% of the
aggregate dollar amount of transactions for which the fund paid
brokerage commissions.     
   During the fiscal year ended November 30, 1997, the fund paid
$3,043,000 in commissions to brokerage firms that provided research
services involving approximately $2,353,300,000 of transactions. The
provision of research services was not necessarily a factor in the
placement of all this business with such firms.     
From time to time the Trustees will review whether the recapture for
the benefit of the fund of some portion of the brokerage commissions
or similar fees paid by the fund on portfolio transactions is legally
permissible and advisable. The fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at
present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are
available and are legally permissible and, if so, to determine in the
exercise of their business judgment whether it would be advisable for
the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the
same as those of other funds managed by FMR, investment decisions for
the fund are made independently from those of other funds managed by
FMR or accounts managed by FMR affiliates. It sometimes happens that
the same security is held in the portfolio of more than one of these
funds or accounts. Simultaneous transactions are inevitable when
several funds and accounts are managed by the same investment adviser,
particularly when the same security is suitable for the investment
objective of more than one fund or account.
When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with procedures believed to be appropriate and equitable
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as the fund is
concerned. In other cases, however, the ability of the fund to
participate in volume transactions will produce better executions and
prices for the fund. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to the fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
VALUATION
FSC normally determines the fund's net asset value per share (NAV) as
of the close of the New York Stock Exchange (NYSE) (normally 4:00 p.m.
Eastern time). The valuation of portfolio securities is determined as
of this time for the purpose of computing the fund's NAV.
Portfolio securities are valued by various methods depending on the
primary market or exchange on which they trade. Most equity securities
for which the primary market is the United States are valued at last
sale price or, if no sale has occurred, at the closing bid price. Most
equity securities for which the primary market is outside the United
States are valued using the official closing price or the last sale
price in the principal market in which they are traded. If the last
sale price (on the local exchange) is    unavailable, the last
evaluated quote or last bid price normally is used. Securities of
other open-end investment companies are valued at their respective
NAVs.    
Fixed-income securities and other assets for which market quotations
are readily available may be valued at market values determined by
such securities' most recent bid prices (sales prices if the principal
market is an exchange) in the principal market in which they normally
are traded, as furnished by recognized dealers in such securities or
assets. Or, fixed-income securities and convertible securities may be
valued on the basis of information furnished by a pricing service that
uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques. Use of pricing
services has been approved by the Board of Trustees. A number of
pricing services are available, and the fund may use various pricing
services or discontinue the use of any pricing service. 
Futures contracts and options are valued on the basis of market
quotations, if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the
close of the NYSE using the last quoted price on the local currency
and then translates the value of foreign securities from their local
currencies into U.S. dollars. Any changes in the value of forward
contracts due to exchange rate fluctuations and days to maturity are
included in the calculation of NAV. If an extraordinary event that is
expected to materially affect the value of a portfolio security occurs
after the close of an exchange on which that security is traded, then
that security will be valued as determined in good faith by a
committee appointed by the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which market quotations and information furnished by a pricing
service are not readily available are valued either at amortized cost
or at original cost plus accrued interest, both of which approximate
current value. In addition, securities and other assets for which
there is no readily available market value may be valued in good faith
by a committee appointed by the Board of Trustees. The procedures set
forth above need not be used to determine the value of the securities
owned by the fund if, in the opinion of a committee appointed by the
Board of Trustees, some other method would more accurately reflect the
fair market value of such securities.
PERFORMANCE
The fund may quote performance in various ways. All performance
information supplied by the fund in advertising is historical and is
not intended to indicate future returns. The fund's share price,
yield, and total return fluctuate in response to market conditions and
other factors, and the value of fund shares when redeemed may be more
or less than their original cost.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect
all aspects of the fund's return, including the effect of reinvesting
dividends and capital gain distributions, and any change in the fund's
NAV over a stated period. Average annual total returns are calculated
by determining the growth or decline in value of a hypothetical
historical investment in the fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had
been constant over the period. For example, a cumulative total return
of 100% over ten years would produce an average annual total return of
7.18%, which is the steady annual rate of return that would equal 100%
growth on a compounded basis in ten years. While average annual total
returns are a convenient means of comparing investment alternatives,
investors should realize that the fund's performance is not constant
over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to the actual
year-to-year performance of the fund.
In addition to average annual total returns, the fund may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period. Average annual and
cumulative total returns may be quoted as a percentage or as a dollar
amount, and may be calculated for a single investment, a series of
investments, or a series of redemptions, over any time period. Total
returns may be broken down into their components of income and capital
(including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions
to total return. Total returns may be quoted on a before-tax or
after-tax basis and may be quoted with or without taking the fund's 3%
maximum sales charge into account. Excluding the fund's sales charge
from a total return calculation produces a higher total return figure.
Total returns, yields, and other performance information may be quoted
numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to
exhibit performance. An adjusted NAV includes any distributions paid
by the fund and reflects all elements of its return. Unless otherwise
indicated, the fund's adjusted NAVs are not adjusted for sales
charges, if any.
MOVING AVERAGES. The fund may illustrate performance using moving
averages. A long-term moving average is the average of each week's
adjusted closing NAV for a specified period. A short-term moving
average is the average of each day's adjusted closing NAV for a
specified period. Moving Average Activity Indicators combine adjusted
closing NAVs from the last business day of each week with moving
averages for a specified period to produce indicators showing when an
NAV has crossed, stayed    above, or stayed below its moving average.
On November 28, 1997, the 13-week and 39-week long-term moving
averages were     $   26.48     and $   23.99    , respectively.
       HISTORICAL FUND RESULTS.    The following table shows the
fund's total returns for periods ended November 30, 1997. Total return
figures include the effect of the fund's 3% sales charge.    
 
<TABLE>
<CAPTION>
<S>   <C>                            <C>   <C>   <C>                        <C>   <C>   
      Average Annual Total Returns               Cumulative Total Returns               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                            <C>              <C>              <C>              <C>               
                               One              Life of          One              Life of           
                               Year             Fund*            Year             Fund*             
 
                                                                                                    
 
   New Millennium                  17.38%           23.15%           17.38%           178.93%       
 
</TABLE>
 
* From December 28, 1992 (commencement of operations).
The following table shows the income and capital elements of the
fund's cumulative total return. The table compares the fund's return
to the record of the Standard & Poor's 500 Index (S&P 500), the Dow
Jones Industrial Average (DJIA), and the cost of living, as measured
by the Consumer Price Index (CPI), over the same period. The CPI
information is as of the month-end closest to the initial investment
date for the fund. The S&P 500 and DJIA comparisons are provided to
show how the fund's total return compared to the record of a broad
unmanaged index of common stocks and a narrower set of stocks of major
industrial companies, respectively, over the same period. The fund has
the ability to invest in securities not included in either index, and
its investment portfolio may or may not be similar in composition to
the indexes. The S&P 500 and DJIA returns are based on the prices of
unmanaged groups of stocks and, unlike the fund's returns, do not
include the effect of brokerage commissions or other costs of
investing.
During the period from    December 28, 1992     (commencement of
operations) to    November 30    ,    1997    , a hypothetical $10,000
investment in    New Millennium     would have grown to
$   27,893    , including the effect of the fund's    3    %   
    sales charge and assuming all distributions were reinvested.   
    This was a period of fluctuating stock prices and the figures
below should not be considered representative of the dividend income
or capital gain or loss that could be realized from an investment in
the fund today. Tax consequences of different investments have not
been factored into the figures below.
FIDELITY NEW MILLENNIUM FUND                           INDICES               
 
 
 
 
<TABLE>
<CAPTION>
<S>          <C>          <C>           <C>           <C>             <C>               <C>               <C>               
Period Ended Value of     Value of      Value of      Total           S&P 500*          DJIA*             Cost of           
November 30  Initial      Reinvested    Reinvested    Value                                               Living**          
             $10,000      Dividend      Capital Gain                                                                    
             Investment   Distributions Distributions                                                                 
 
                                                                                                                       
 
                                                                                                                        
 
                                                                                                                        
 
1997         $    23,746  $ 20         $    4,127     $    27,893     $    24,548       $    26,404       $    11,381       
 
1996         $ 20,166     $ 17         $ 2,867        $ 23,050        $ 19,   101       $ 21,6   15       $ 11,177          
 
1995         $ 17,567     $ 14         $ 876          $ 18,457        $ 14,9   39       $ 16,   463       $ 10,825          
 
1994         $ 11,931     $ 10         $ 289          $ 12,230        $ 10,   906       $ 11,8   36       $ 10,564          
 
1993*        $ 11,611     $ 0          $ 0            $ 11,611        $ 10,   793       $ 11,3   47       $ 10,275          
 
</TABLE>
 
* From December 28, 1992 (commencement of operations)
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in the fund
on    December 28    , 19   92    , assuming the    3    %   
    sales charge had been in effect, the net amount invested in fund
shares was $   9,700    . The cost of the initial investment ($10,000)
together with the    aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $12,667. If distributions
had not been reinvested, the amount of distributions earned from the
fund over time would have been smaller, and cash payments     for the
period would have amounted to $   10     for dividends and
$   2,493     for    capital gain distributions.    
PERFORMANCE COMPARISONS. The fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipper Analytical Services, Inc.
(Lipper), an independent service located in Summit, New Jersey that
monitors the performance of mutual funds. Generally, Lipper rankings
are based on total return, assume reinvestment of distributions, do
not take sales charges or    trading     fees into consideration, and
are prepared without regard to tax consequences. In addition to the
mutual fund rankings, the fund's performance may be compared to stock,
bond, and money market mutual fund performance indices prepared by
Lipper or other organizations. When comparing these indices, it is
important to remember the risk and return characteristics of each type
of investment. For example, while stock mutual funds may offer higher
potential returns, they also carry the highest degree of share price
volatility. Likewise, money market funds may offer greater stability
of principal, but generally do not offer the higher potential returns
available from stock mutual funds.
From time to time, the fund's performance may also be compared to
other mutual funds tracked by financial or business publications and
periodicals. For example, the fund may quote Morningstar, Inc. in its
advertising materials. Morningstar, Inc. is a mutual fund rating
service that rates mutual funds on the basis of risk-adjusted
performance. Rankings that compare the performance of Fidelity funds
to one another in appropriate categories over specific periods of time
may also be quoted in advertising.
The fund's performance may also be compared to that of a benchmark
index representing the universe of securities in which the fund may
invest. The total return of a benchmark index reflects reinvestment of
all dividends and capital gains paid by securities included in the
index. Unlike the fund's returns, however, the index returns do not
reflect brokerage commissions, transaction fees, or other costs of
investing directly in the securities included in the index.
The fund may compare its performance to that of the Standard & Poor's
500 Index, a widely recognized, unmanaged index of common stocks.
The fund may be compared in advertising to Certificates of Deposit
(CDs) or other investments issued by banks or other depository
institutions. Mutual funds differ from bank investments in several
respects. For example, the fund may offer greater liquidity or higher
potential returns than CDs, the fund does not guarantee your principal
or your return, and fund shares are not FDIC insured.
Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the CPI), and combinations of various capital markets. The performance
of these capital markets is based on the returns of different indices. 
Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates total returns in
the same method as the funds. The funds may also compare performance
to that of other compilations or indices that may be developed and
made available in the future. 
In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; brokerage products and services; model
portfolios or allocations; saving for college or other goals;    and
    charitable giving. In addition, Fidelity may quote or reprint
financial or business publications and periodicals as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products. Fidelity may also reprint, and use as advertising and
sales literature, articles from Fidelity Focus(Registered trademark),
a quarterly magazine provided free of charge to Fidelity fund
shareholders.
The fund may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote its current portfolio manager.
VOLATILITY. The fund may quote various measures of volatility and
benchmark correlation in advertising. In addition, the fund may
compare these measures to those of other funds. Measures of volatility
seek to compare the fund's historical share price fluctuations or
total returns to those of a benchmark. Measures of benchmark
correlation indicate how valid a comparative benchmark may be. All
measures of volatility and correlation are calculated using averages
of historical data. 
MOMENTUM INDICATORS indicate the fund's price movements over specific
periods of time. Each point on the momentum indicator represents the
fund's percentage change in price movements over that period.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund at
periodic intervals, thereby purchasing fewer shares when prices are
high and more shares when prices are low. While such a strategy does
not assure a profit or guard against loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers
of shares are purchased at the same intervals. In evaluating such a
plan, investors should consider their ability to continue purchasing
shares during periods of low price levels.
The fund may be available for purchase through retirement plans or
other programs offering deferral of, or exemption from, income taxes,
which may produce superior after-tax returns over time. For example, a
$1,000 investment earning a taxable return of 10% annually would have
an after-tax value of $1,949 after ten years, assuming tax was
deducted from the return each year at a 31% rate. An equivalent
tax-deferred investment would have an after-tax value of $2,100 after
ten years, assuming tax was deducted at a 31% rate from the
tax-deferred earnings at the end of the ten-year period.
As of November 30, 199   7    , FMR advised over $   29     billion in
tax-free fund assets, $   99     billion in money market fund assets,
$   388     billion in equity fund assets,    $71     billion in
international fund assets, and $   24     billion in Spartan fund
assets. The fund may reference the growth and variety of money market
mutual funds and the adviser's innovation and participation in the
industry. The equity funds under management figure represents the
largest amount of equity fund assets under management by a mutual fund
investment adviser in the United States, making FMR America's leading
equity (stock) fund manager. FMR, its subsidiaries, and affiliates
maintain a worldwide information and communications network for the
purpose of researching and managing investments abroad.
The fund may describe its investment approach of "change analysis" in
advertising. This management style focuses on identifying new
opportunities and then selecting companies that may benefit from them.
Change Analysis incorporates five elements: (1) observation; (2)
identification of opportunity; (3) verification of opportunity; (4)
defining of prospects; and (5) selection of stocks.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Pursuant to Rule 22d-1 under the Investment Company Act of 1940 (the
1940 Act), FDC exercises its right to waive the fund's front-end sales
charge on shares acquired through reinvestment of dividends and
capital gain distributions or in connection with the fund's merger
with or acquisition of any investment company or trust. In addition,
FDC has chosen to waive the fund's sales charge in certain instances
because of efficiencies involved in those sales of shares. The sales
charge will not apply:
16. to shares purchased in connection with an employee benefit plan
(including the Fidelity-sponsored 403(b) and corporate IRA programs
but otherwise as defined in the Employee Retirement Income Security
Act) maintained by a U.S. employer and having more than 200 eligible
employees, or a minimum of $3,000,000 in plan assets invested in
Fidelity mutual funds, or as part of an employee benefit plan
maintained by a U.S. employer that is a member of a parent-subsidiary
group of corporations (within the meaning of Section 1563(a)(1) of the
Internal Revenue Code, with "50%" substituted for "80%") any member of
which maintains an employee benefit plan having more than 200 eligible
employees, or a minimum of $3,000,000 in plan assets invested in
Fidelity mutual funds, or as part of an employee benefit plan
maintained by a non-U.S. employer having 200 or more eligible
employees, or a minimum of $3,000,000 in assets invested in Fidelity
mutual funds, the assets of which are held in a bona fide trust for
the exclusive benefit of employees participating therein;
17. to shares purchased by an insurance company separate account used
to fund annuity contracts purchased by employee benefit plans
(including 403(b) programs, but otherwise as defined in the Employee
Retirement Income Security Act), which, in the aggregate, have either
more than 200 eligible employees or a minimum of $3,000,000 in assets
invested in Fidelity funds;
18. to shares in a Fidelity account purchased (including purchases by
exchange) with the proceeds of a distribution from an employee benefit
plan provided that: (i) at the time of the distribution, the employer,
or an affiliate (as described in exemption (1) above) of such
employer, maintained at least one employee benefit plan that qualified
for exemption (1) and that had at least some portion of its assets
invested in one or more mutual funds advised by FMR, or in one or more
accounts or pools advised by Fidelity Management Trust Company; and
(ii) either (a) the distribution is transferred from the plan to a
Fidelity IRA account within 60 days from the date of the distribution
or (b) the distribution is transferred directly from the plan into
another Fidelity account;
19. to shares purchased by a charitable organization (as defined for
purposes of Section 501(c)(3) of the Internal Revenue Code) investing
$100,000 or more;
20. to shares purchased for a charitable remainder trust or life
income pool established for the benefit of a charitable organization
(as defined for purposes of Section 501(c)(3) of the Internal Revenue
Code);
21. to shares purchased by an investor participating in the Fidelity
Trust Portfolios program (these investors must make initial
investments of $100,000 or more in the Trust Portfolios funds and
must, during the initial six-month period, reach and maintain an
aggregate balance of at least $500,000 in all accounts and subaccounts
purchased through the Trust Portfolios program);
22. to shares purchased by a mutual fund for which FMR or an affiliate
serves as investment manager;
23. to shares purchased through Portfolio Advisory Services or
Fidelity Charitable Advisory Services;
24. to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or Fidelity International Limited or their
direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity Trustee or employee, a Fidelity Trustee or
employee acting as custodian for a minor child, or a person acting as
trustee of a trust for the sole benefit of the minor child of a
Fidelity Trustee or employee; or
25. to shares purchased by a bank trust officer, registered
representative, or other employee of a qualified recipient. Qualified
recipients are securities dealers or other entities, including banks
and other financial institutions, who have sold the fund's shares
under special arrangements in connection with FDC's sales activities.
The fund's sales charge may be reduced to reflect sales charges
previously paid, or that would have been paid absent a reduction for
some purchases made directly with Fidelity as noted in the prospectus,
in connection with investments in other Fidelity funds. This includes
reductions for investments in the following prototype or
prototype-like retirement plans sponsored by FMR or FMR Corp.: The
Fidelity    Traditional     IRA,    The Fidelity Roth IRA, The
Fidelity Roth Conversion IRA,     The Fidelity Rollover IRA, The
Fidelity SEP-IRA and SARSEP, The Fidelity SIMPLE IRA, The Fidelity
Retirement Plan, Fidelity Defined Benefit Plan, The Fidelity Group
IRA, The Fidelity 403(b) Program, The Fidelity Investments 401(a)
Prototype Plan for Tax-Exempt Employers, and The CORPORATEplan for
Retirement (Profit Sharing and Money Purchase Plan).
The fund is open for business and its net asset value per share (NAV)
is calculated each day the New York Stock Exchange    (NYSE) is open
for trading. The NYSE has designated the following holiday closings
for 1998: New Year's Day, Martin Luther King's Birthday, President's
Day, Good Friday, Memorial Day, Independence Day (observed), Labor
Day,     Thanksgiving Day, and Christmas Day. Although FMR expects the
same holiday schedule to be observed in the future, the NYSE may
modify its holiday schedule at any time. In addition, the fund will
not process wire purchases and redemptions on days when the Federal
Reserve Wire System is closed.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated
earlier if trading on the NYSE is restricted or as permitted by the
Securities and Exchange Commission (SEC). To the extent that portfolio
securities are traded in other markets on days when the NYSE is
closed, the fund's NAV may be affected on days when investors do not
have access to the fund to purchase or redeem shares. In addition,
trading in some of the fund's portfolio securities may not occur on
days when the fund is open for business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are
valued in computing the fund's NAV. Shareholders receiving securities
or other property on redemption may realize a gain or loss for tax
purposes, and will incur any costs of sale, as well as the associated
inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the
1940 Act), the fund is required to give shareholders at least 60 days'
notice prior to terminating or modifying its exchange privilege. Under
the Rule, the 60-day notification requirement may be waived if (i) the
only effect of a modification would be to reduce or eliminate an
administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund
suspends the redemption of the shares to be exchanged as permitted
under the 1940 Act or the rules and regulations thereunder, or the
fund to be acquired suspends the sale of its shares because it is
unable to invest amounts effectively in accordance with its investment
objective and policies.
In the Prospectus, the fund has notified shareholders that it reserves
the right at any time, without prior notice, to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would
be unable to invest effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected. The fund was closed to new accounts effective the close of
business on May 15, 1996. The fund reserves the right to resume or
suspend the offering of shares for a period of time.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and
the U.S. Postal Service cannot deliver your checks, or if your checks
remain uncashed for six months, Fidelity may reinvest your
distributions at the then-current NAV. All subsequent distributions
will then be reinvested until you provide Fidelity with alternate
instructions.
DIVIDENDS. A portion of the fund's income may qualify for the
dividends-received deduction available to corporate shareholders to
the extent that the fund's income is derived from qualifying
dividends. Because the fund may earn other types of income, such as
interest, income from securities loans, non-qualifying dividends, and
short-term capital gains, the percentage of dividends from the fund
that qualifies for the deduction generally will be less than 100%. The
fund will notify corporate shareholders annually of the percentage of
fund dividends that qualifies for the dividends-received deduction. A
portion of the fund's dividends derived from certain U.S. Government
obligations may be exempt from state and local taxation Gains (losses)
attributable to foreign currency fluctuations are generally taxable as
ordinary income, and therefore will increase (decrease) dividend
distributions. Short-term capital gains are distributed as dividend
income. The fund will send each shareholder a notice in January
describing the tax status of dividends and capital gain distributions
for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund
on the sale of securities and distributed to shareholders are
federally taxable as long-term capital gains, regardless of the length
of time shareholders have held their shares. If a shareholder receives
a    c    apital gain distribution on shares of the fund, and such
shares are held six months or less and are sold at a loss, the portion
of the loss equal to the amount of the    c    apital gain
distribution will be considered a long-term loss for tax purposes.
Short-term capital gains distributed by the fund are taxable to
shareholders as dividends, not as capital gains. 
As of November 30, 199   7    , the fund hereby designates
approximately $   42,159,000     as a capital gain dividend for the
purpose of the dividend-paid deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments
may also impose taxes on other payments or gains with respect to
foreign securities. If, at the close of its fiscal year, more than 50%
of the fund's total assets are invested in securities of foreign
issuers, the fund may elect to pass through foreign taxes paid and
thereby allow shareholders to take a credit or deduction on their
individual tax returns.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company
and avoid being subject to federal income or excise taxes at the fund
level, the fund intends to distribute substantially all of its net
investment income and net realized capital gains within each calendar
year as well as on a fiscal year basis   , and     intends to comply
with other tax rules applicable to regulated investment
companies   .    
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the
Internal Revenue Code, it may be subject to U.S. federal income tax on
a portion of any excess distribution or gain from the disposition of
such shares. Interest charges may also be imposed on the fund with
respect to deferred taxes arising from such distributions or gains.
Generally, the fund will elect to mark-to-market any PFIC shares.
Unrealized gains will be recognized as income for tax purposes and
must be distributed to shareholders as dividends.
The fund is treated as a separate entity from the other funds of
Fidelity Mt. Vernon Street Trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting the fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. In addition to federal income taxes, shareholders may be
subject to state and local taxes on fund distributions, and shares may
be subject to state and local personal property taxes. Investors
should consult their tax advisers to determine whether the fund is
suitable to their particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two
classes. Class B is held predominantly by members of the Edward C.
Johnson 3d family and is entitled to 49% of the vote on any matter
acted upon by the voting common stock. Class A is held predominantly
by non-Johnson family member employees of FMR Corp. and its affiliates
and is entitled to 51% of the vote on any such matter. The Johnson
family group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Under
the 1940 Act, control of a company is presumed where one individual or
group of individuals owns more than 25% of the voting stock of that
company. Therefore, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the 1940 Act, to form a
controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures
for personal investing and restricts certain transactions. For
example, all personal trades in most securities require pre-clearance,
and participation in initial public offerings is prohibited. In
addition, restrictions on the timing of personal investing in relation
to trades by Fidelity funds and on short-term trading have been
adopted.
TRUSTEES AND OFFICERS
   The Trustees, Members of the Advisory Board, and     executive
officers of the trust are listed below. Except as indicated, each
individual has held the office shown or other offices in the same
company for the last five years. All persons named as Trustees and
   Members of the Advisory Board also serve in similar capacities for
other funds advised by FMR. The business address of each Trustee,
Member of the Advisory Board, and officer who is an "interested
person" (as defined in the Investment Company Act of     1940) is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the
address of FMR. The business address of all the other Trustees is
Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.
Those Trustees who are "interested persons" by virtue of their
affiliation with either the trust or FMR are indicated by an asterisk
(*).
*EDWARD C. JOHNSON 3d (67), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman
of the Board and of the Executive Committee of FMR; Chairman and a
Director of F   idelity Investments Money     M   anagement Inc.,    
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.
   J. GARY BURKHEAD (56), Member of the Advisory Board (1997), is Vice
Chairman and a Member of the Board of Directors of FMR Corp. (1997)
and President of Fidelity Personal Investments and Brokerage Group
(1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.    
RALPH F. COX (   65    ), Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 1994). Prior to February
1994, he was President of Greenhill Petroleum Corporation (petroleum
exploration and production). Until March 1990, Mr. Cox was President
and Chief Operating Officer of Union Pacific Resources Company
(exploration and produc   tion). He is a Director of USA Waste
Services, Inc. (non-hazardous waste, 1993), CH2M Hill Companies
(engineering),     Rio Grande, Inc. (oil and gas production), and
Daniel Industries (petroleum measurement equipment manufacturer). In
addition, he is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.
PHYLLIS BURKE DAVIS    (65)    , Trustee (1992). Prior to her
retirement in September 1991, Mrs. Davis was the Senior Vice President
of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton
Corporation (manufacturing, 1991), and the TJX Companies, Inc. (retail
stores), and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of
the President's Advisory Council of The University of Vermont School
of Business Administration.
   ROBERT M. GATES (54), Trustee (1997), is a consultant, author, and
lecturer (1993). Mr. Gates was Director of the Central Intelligence
Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates served as
Assistant to the President of the United States and Deputy National
Security Advisor. Mr. Gates is currently a Trustee for the Forum For
International Policy, a Board Member for the Virginia Neurological
Institute, and a Senior Advisor of the Harvard Journal of World
Affairs. In addition, Mr. Gates also serves as a member of the
corporate board for LucasVarity PLC (automotive components and diesel
engines), Charles Stark Draper Laboratory (non-profit), NACCO
Industries, Inc. (mining and manufacturing), and TRW Inc. (original
equipment and replacement products).    
E. BRADLEY JONES    (70)    , Trustee. Prior to his retirement in
1984, Mr. Jones was Chairman and Chief Executive Officer of LTV Steel
Company. He is a Director of TRW Inc. (original equipment and
replacement products), Consolidated Rail Corporation, Birmingham Steel
Corporation, and RPM, Inc. (manufacturer of chemical products), and he
previously served as a Director    of NACCO Industries, Inc. (mining
and manufacturing, 1985-1995), Hyster-Yale Materials Handling, Inc.
(1985-1995), and Cleveland-Cliffs Inc (mining), and as a Trustee of
First Union Real Estate Investments. In addition, he serves as a
Trustee of the     Cleveland Clinic Foundation, where he has also been
a member of the Executive Committee as well as Chairman of the Board
and President, a Trustee and member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida. 
DONALD J. KIRK    (65    ), Trustee, is Executive-in-Residence (1995)
at Columbia University Graduate School of Business and a financial
consultant. From 1987 to January 1995, Mr. Kirk was a Professor at
Columbia University Graduate School of Business. Prior to 1987, he was
Chairman of the Financial Accounting Standards Board. Mr. Kirk is a
Director of General Re Corporation (reinsurance), and he previously
served as a Director of Valuation Research Corp. (appraisals and
valuations, 1993-1995). In addition, he serves as Chairman of the
Board of Directors of the National Arts Stabilization Fund, Chairman
of the Board of Trustees of the Greenwich Hospital Association, a
Member of the Public Oversight Board of the American Institute of
Certified Public Accountants' SEC Practice Section (1995), and as a
Public Governor of the National Association of Securities Dealers,
Inc. (1996).
*PETER S. LYNCH    (54    ), Trustee, is Vice Chairman and Director of
FMR (1992). Prior to May 31, 1990, he was a Director of FMR and
Executive Vice President of FMR (a position he held until March 31,
1991); Vice President of Fidelity Magellan Fund and FMR Growth Group
Leader; and Managing Director of FMR Corp. Mr. Lynch was also Vice
President of Fidelity Investments Corporate Services (1991-1992). In
addition, he serves as a Trustee of Boston College, Massachusetts Eye
& Ear Infirmary, Historic Deerfield (1989) and Society for the
Preservation of New England Antiquities, and as an Overseer of the
Museum of Fine Arts of Boston.
WILLIAM O. McCOY    (64)    , Trustee (1997), is the Vice President of
Finance for the University of North Carolina (16-school system, 1995).
Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman
of the Board of BellSouth Corporation (telecommunications, 1984) and
President of BellSouth Enterprises (1986). He is currently a Director
of Liberty Corporation (holding company, 1984), Weeks Corporation of
Atlanta (real estate, 1994), Carolina Power and Light Company
(electric utility, 1996), and the Kenan Transport Co. (1996).
Previously, he was a Director of First American Corporation (bank
holding company, 1979-1996). In addition, Mr. McCoy serves as a member
of the Board of Visitors for the University of North Carolina at
Chapel Hill (1994) and for the Kenan-Flager Business School
(University of North Carolina at Chapel Hill, 1988).
GERALD C. McDONOUGH    (68    ), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director of York
International Corp. (air conditioning and refrigeration), Commercial
Intertech Corp. (hydraulic systems, building systems, and metal
products, 1992), CUNO, Inc. (liquid and gas filtration products,
1996), and Associated Estates Realty Corporation (a real estate
investment trust, 1993). Mr. McDonough served as a Director of
ACME-Cleveland Corp. (metal working, telecommunications, and
electronic products) from 1987-1996. a   n    d Brush-Wellman Inc.
(metal refining) from 1983-1997   .    
MARVIN L. MANN    (64)    , Trustee (1993) is Chairman of the Board,
President, and Chief Executive Officer of Lexmark International, Inc.
(office machines, 1991). Prior to 1991, he held the positions of Vice
President of International Business Machines Corporation ("IBM") and
President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Imation Corp. (imaging and information storage, 1997), and
Infomart (marketing services, 1991), a Trammell Crow Co. In addition,
he serves as the Campaign Vice Chairman of the Tri-State United Way
(1993) and is a member of the University of Alabama President's
Cabinet.
   *ROBERT C. POZEN (51), Trustee (1997) and Senior Vice President, is
also President and a Director of FMR (1997); and President and a
Director of Fidelity Investments Money Management Inc. (1997),
Fidelity Management & Research (U.K.) Inc. (1997), and Fidelity
Management & Research (Far East) Inc. (1997). Previously, Mr. Pozen
served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.     
THOMAS R. WILLIAMS    (69)    , Trustee, is President of The Wales
Group, Inc. (management and financial advisory services). Prior to
retiring in 1987, Mr. Williams served as Chairman of the Board of
First Wachovia Corporation (bank holding company), and Chairman and
Chief Executive Officer of The First National Bank of Atlanta and
First Atlanta Corporation (bank holding company). He is currently a
Director of ConAgra, Inc. (agricultural products), Georgia Power
Company (electric utility), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants,
1992).
ABIGAIL P. JOHNSON (   36    ), is Vice President of certain Equity
Funds (1997), and is a Director of FMR Corp. (1994). Before
   assuming her current responsibilities, Ms. Johnson managed a number
of Fidelity funds.    
NEAL P. MILLER (55), is Vice President and    portfolio     manager of
New Millennium, which he has managed since December 1992. Previously,
he managed other Fidelity funds. Mr. Miller joined Fidelity in 1988.
   ERIC D. ROITER (49), Secretary (1998), is Vice President (1998) &
General Counsel of FMR (1998). Mr. Roiter was an Adjunct Member,
Faculty of Law, at Columbia University Law School (1996-1997). Prior
to joining Fidelity, Mr. Roiter was a partner at Debovoise & Plimpton
(1981-1997) and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981).    
   RICHARD A. SILVER (51), Treasurer (1997), is Treasurer of the
Fidelity funds and is an employee of FMR (1997). Before joining FMR,
Mr. Silver served as Executive Vice President, Fund Accounting &
Administration at First Data Investor Services Group, Inc.
(1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and
Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also
served as Chairman of the Accounting/Treasurer's Committee of the
Investment Company Institute (1987-1993).    
JOHN H. COSTELLO    (51)    , Assistant Treasurer, is an employee of
FMR.
LEONARD M. RUSH    (51)    , Assistant Treasurer (1994), is an
employee of FMR (1994). Prior to becoming Assistant Treasurer of the
Fidelity funds, Mr. Rush was Chief Compliance Officer of FMR Corp.
(1993-1994) and Chief Financial Officer of Fidelity Brokerage
Services, Inc. (1990-1993).
   The following table sets forth information describing the
compensation of each Trustee and Member of the Advisory Board of the
fund for his or her services for the fiscal year ended November 30,
1997, or calendar year ended December 31, 1997, as applicable.    
COMPENSATION TABLE                     
 
Trustees                        Aggregate            Total              
and                             Compensation         Compensation       
Members of the Advisory Board   from                 from the           
                                   the Fund    B,C   Fund Complex*A     
 
J. Gary Burkhead**              $    0               $ 0                
 
Ralph F. Cox                    $    580             $    214,500       
 
Phyllis Burke Davis             $    568             $    210,000       
 
Richard J. Flynn***             $    34              $    0             
 
Robert M. Gates****             $    459             $    176,000       
 
Edward C. Johnson 3d**          $    0               $ 0                
 
E. Bradley Jones                $    572             $    211,500       
 
Donald J. Kirk                  $    572             $    211,500       
 
Peter S. Lynch**                $    0               $ 0                
 
William O. McCoy*****           $    593             $    214,500       
 
Gerald C. McDonough             $    704             $    264,500       
 
Edward H. Malone***             $    32              $    0             
 
Marvin L. Mann                  $    580             $    214,500       
 
Robert C. Pozen**               $    0               $ 0                
 
Thomas R. Williams              $    581             $    214,500       
 
   * Information is for the calendar year ended December 31, 1997 for
230 funds in the complex.    
   ** Interested Trustees of the fund and Mr. Burkhead are compensated
by FMR.    
   *** Richard J. Flynn and Edward H. Malone served on the Board of
Trustees through December 31, 1996.    
   **** Mr. Gates was appointed to the Board of Trustees of Fidelity
Mt. Vernon Street Trust effective March 1, 1997.    
   ***** During the period from May 1, 1996 through December 31, 1996,
William O. McCoy served as a Member of the Advisory Board of the
trust. Mr. McCoy was appointed to the Board of Trustees of Fidelity
Mt. Vernon Street Trust effective January 1, 1997.    
   A Compensation figures include cash, amounts required to be
deferred, and may include amounts deferred at the election of
Trustees. For the calendar year ended December 31, 1997, the Trustees
accrued required deferred compensation from the funds as follows:
Ralph F. Cox, $75,000, Phyllis Burke Davis, $75,000, Robert M. Gates,
$62,500, E. Bradley Jones, $75,000, Donald J. Kirk, $75,000, William
O. McCoy, $75,000, Gerald C. McDonough, $87,500, Marvin L. Mann,
$75,000, and Thomas R. Williams, $75,000. Certain of the
non-interested Trustees elected voluntarily to defer a portion of
their compensation: Ralph F. Cox, $53,699, Marvin L. Mann, $53,699,
and Thomas R. Williams, $62,462.     
   B Compensation figures include cash, and may include amounts
required to be deferred, a pro rata portion of benefits accrued under
the retirement program for the period ended December 30, 1996 and
required to be deferred, and amounts deferred at the election of
Trustees.    
   C The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $1, Phyllis Burke Davis, $1, Richard J. Flynn, $0, Robert M.
Gates, $0, E. Bradley Jones, $1, Donald J. Kirk, $1, William O. McCoy,
$0, Gerald C. McDonough, $1, Edward H. Malone, $1, Marvin L. Mann, $1,
and Thomas R. Williams, $1.    
   Under a retirement program adopted in July 1988 and modified in
November 1995 and November 1996, each non-interested Trustee who
retired before December 30, 1996 may receive payments from a Fidelity
fund during his or her lifetime based on his or her basic trustee fees
and length of service. The obligation of a fund to make such payments
is neither secured nor funded. A Trustee became eligible to
participate in the program at the end of the calendar year in which he
or she reached age 72, provided that, at the time of retirement, he or
she had served as a Fidelity fund Trustee for at least five years.    
   Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are treated as though equivalent dollar amounts had been invested
in shares of a cross-section of Fidelity funds including funds in each
major investment discipline and representing a majority of Fidelity's
assets under management (the Reference Funds). The amounts ultimately
received by the Trustees under the Plan will be directly linked to the
investment performance of the Reference Funds. Deferral of fees in
accordance with the Plan will have a negligible effect on a fund's
assets, liabilities, and net income per share, and will not obligate a
fund to retain the services of any Trustee or to pay any particular
level of compensation to the Trustee. A fund may invest in the
Reference Funds under the Plan without shareholder approval.    
   As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In
connection with the termination of the retirement program, each
then-existing non-interested Trustee received a credit to his or her
Plan account equal to the present value of the estimated benefits that
would have been payable under the retirement program. The amounts
credited to the non-interested Trustees' Plan accounts are subject to
vesting and are treated as though equivalent dollar amounts had been
invested in shares of the Reference Funds. The amounts ultimately
received by the Trustees in connection with the credits to their Plan
accounts will be directly linked to the investment performance of the
Reference Funds. The termination of the retirement program and related
crediting of estimated benefits to the Trustees' Plan accounts did not
result in a material cost to the funds.    
As of    November 30, 1997    , the Trustees, Members of the Advisory
Board, and officers of the fund owned, in the aggregate, less than
   1    % of the fund's total outstanding shares.
MANAGEMENT CONTRACT
FMR is the fund's manager pursuant to a management contract dated
December 1, 1994, which was approved by shareholders on November 16,
1994.
MANAGEMENT SERVICES.    The fund employs FMR to furnish investment
advisory and other services. Un    der the terms of its management
contract with the fund, FMR acts as investment adviser and, subject to
the supervision of the Board of Trustees, directs the investments of
the fund in accordance with its investment objective, policies, and
limitations. FMR also provides the fund with all necessary office
facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of the
fund or FMR performing services relating to research, statistical, and
investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include
providing facilities for maintaining the fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with the fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining the fund's records and the
registration of the fund's shares under federal securities laws and
making necessary filings under state securities laws; developing
management and shareholder services for the fund; and furnishing
reports, evaluations, and analyses on a variety of subjects to the
Trustees.
       MANAGEMENT-RELATED EXPENSES.    In addition to the management
fee payable to FMR and the fees payable to the transfer,     dividend
disbursing, and shareholder servicing agent, pricing and bookkeeping
agent, and securities lending agent, as applicable, the fund pays all
of its expenses that are not assumed by those parties. The fund pays
for the typesetting, printing, and mailing of its proxy materials to
shareholders, legal expenses, and the fees of the custodian, auditor
and non-interested Trustees. The fund's management contract further
provides that the fund will pay for typesetting, printing, and mailing
prospectuses, statements of additional information, notices, and
reports to shareholders; however, under the terms of the fund's
transfer agent agreement, the transfer agent bears the costs of
providing these services to existing shareholders. Other expenses paid
by the fund include interest, taxes, brokerage commissions, the fund's
proportionate share of insurance premiums and Investment Company
Institute dues, and the costs of registering shares under federal
securities laws and making necessary filings under state securities
laws. The fund is also liable for such non-recurring expenses as may
arise, including costs of any litigation to which the fund may be a
party, and any obligation it may have to indemnify its officers and
Trustees with respect to litigation.
       MANAGEMENT FEE.    For the services of FMR under the management
contract, the fund pays FMR a monthly     management fee which has two
components: a basic fee, which is the sum of a group fee rate and an
individual fund fee rate, and a performance adjustment based on a
comparison of the fund's performance to that of the S&P 500.
The group fee rate is based on the monthly average net assets of all
of the registered investment companies with which FMR has management
contracts.
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group     Annualized   Group Net        Effective Annual   
Assets            Rate         Assets           Fee Rate           
 
 0 - $3 billion   .5200%        $ 0.5 billion   .5200%             
 
 3 - 6            .4900          25             .4238              
 
 6 - 9            .4600          50             .3823              
 
 9 - 12           .4300          75             .3626              
 
 12 - 15          .4000           100           .3512              
 
 15 - 18          .3850           125           .3430              
 
 18 - 21          .3700          150            .3371              
 
 21 - 24          .3600          175            .3325              
 
 24 - 30          .3500          200            .3284              
 
 30 - 36          .3450          225            .3253              
 
 36 - 42          .3400          250            .3223              
 
 42 - 48          .3350          275            .3198              
 
 48 - 66          .3250          300            .3175              
 
 66 - 84          .3200          325            .3153              
 
 84 - 102         .3150          350            .3133              
 
 102 - 138        .3100                                            
 
 138 - 174        .3050                                            
 
 174 - 228        .3000                                            
 
 228 - 282        .2950                                            
 
 282 - 336        .2900                                            
 
 Over 336         .2850                                            
 
Prior to December 1, 1994, the group fee rate was based on a schedule
with breakpoints ending at .3000% for average group assets in excess
of $174 billion. The group fee rate breakpoints shown above for
average group assets in excess of $138 billion and under $228 billion
were voluntarily adopted by FMR on January 1, 1992. The additional
breakpoints shown above for average group assets in excess of $228
billion were voluntarily adopted by FMR on November 1, 1993.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints for average group
assets in excess of $210 billion and under $390 billion as shown in
the schedule below. The revised group fee rate schedule was identical
to the above schedule for average group assets under $210 billion. The
fund's current management contract reflects the group fee rate
schedule above for average group assets under $210 billion and the
group fee rate schedule below for average group assets in excess of
$210 billion and under $390 billion.
On January 1, 1996, FMR voluntarily added new breakpoints to the
revised schedule for average group assets in excess of $390 billion,
pending shareholder approval of a new management contract reflecting
the additional breakpoints. The revised group fee rate schedule and
its extensions provide for lower management fee rates as FMR's assets
under management increase. The revised group fee rate schedule for
average group assets in excess of $210 billion and up to $390 billion
with additional breakpoints voluntarily adopted by FMR for average
group assets in excess of $390 billion is as follows:
Average Group         Annualized   Group Net       Effective Annual   
Assets                Rate         Assets          Fee Rate           
 
 138 - $174 billion   .3050%        $150 billion   .3371%             
 
 174 - 210            .3000          175           .3325              
 
 210 - 246            .2950          200           .3284              
 
 246 - 282            .2900          225           .3249              
 
 282 - 318            .2850          250           .3219              
 
 318 - 354            .2800          275           .3190              
 
 354 - 390            .2750          300           .3163              
 
 390 - 426            .2700          325           .3137              
 
 426 - 462            .2650          350           .3113              
 
 462 - 498            .2600          375           .3090              
 
 498 - 534            .2550          400           .3067              
 
 Over 534             .2500          425           .3046              
 
                                      450          .3024              
 
                                     475           .3003              
 
                                     500           .2982              
 
                                     525           .2962              
 
                                     550           .2942              
 
 
The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $   543     billion of group net assets - the approx   imate
level for November 1997 - was 0.2947%, which is the weighted average
of the respective fee rates for each level of group net assets up to
$543 billion.    
The fund's individual fund fee rate is 0.35%. Based on the average
group net assets of the funds advised by FMR for    November    
199   7    , the fund's annual basic fee rate would be calculated as
follows:
 
<TABLE>
<CAPTION>
<S>                           <C>               <C>   <C>                        <C>   <C>               
                              Group Fee Rate          Individual Fund Fee Rate         Basic Fee Rate    
 
   New Millennium F    und     0.   2947    %   +      0.35%                     =      0.   6447    %   
 
</TABLE>
 
One-twelfth of this annual basic fee rate, as applicable, is applied
to the fund's net assets averaged for the most recent month, giving a
dollar amount, which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee is subject to
upward or downward adjustment, depending upon whether, and to what
extent, the fund's investment performance for the performance period
exceeds, or is exceeded by, the record of the S&P 500 (the Index) over
the same period. The performance period consists of the most recent
month plus the previous 35 months.
Each percentage point of difference, calculated to the nearest 1.00%
(up to a maximum difference of (plus/minus)10.00) is multiplied by a
performance adjustment rate of 0.02%.
The performance comparison is made at the end of each month. One
twelfth (1/12) of this rate is then applied to the fund's average net
assets for the entire performance period, giving a dollar amount which
will be added to (or subtracted from) the basic fee.
   The maximum annualized adjustment rate is (plus/minus)0.20% of the
fund's average net assets over the performance period.    
The fund's performance is calculated based on change in NAV. For
purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by the fund are treated as if
reinvested in fund shares at the NAV as of the record date for
payment. The record of the Index is based on change in value and is
adjusted for any cash distributions from the companies whose
securities compose the Index.
Because the adjustment to the basic fee is based on the fund's
performance compared to the investment record of the Index, the
controlling factor is not whether the fund's performance is up or down
per se, but whether it is up or down more or less than the record of
the Index. Moreover, the comparative investment performance of the
fund is based solely on the relevant performance period without regard
to the cumulative performance over a longer or shorter period of time.
For the fiscal years ended November 30, 199   7    , 199   6    , and
19   95    , the fund paid FMR management fees of $   10,588,000    ,
$   7,054,000     and $   2,832,000    , respectively. The amount of
these management fees include both the basic fee and the amount of the
performance adjustment, if any. For the fiscal years ended November
30,    1997, 1996, and 1995,     the upward performance adjustments
amounted to $   1,280,000    , $775,000, and $532,000, respectively.
FMR may, from time to time, voluntarily reimburse all or a portion of
the fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to
be repaid for these expense reimbursements in the amount that expenses
fall below the limit prior to the end of the fiscal year. 
Expense reimbursements by FMR will increase the fund's total returns,
and repayment of the reimbursement by the fund will lower its total
returns.
SUB-ADVISERS. On behalf of New Millennium Fund, FMR has entered into
sub-advisory agreements with FMR U.K. and FMR Far East. Pursuant to
the sub-advisory agreements, FMR may receive investment advice and
research services outside the United States from the sub-advisers.
On behalf of the fund, FMR may also grant the sub-advisers investment
management authority as well as the authority to buy and sell
securities if FMR believes it would be beneficial to the fund.
Currently, FMR U.K. and FMR Far East each focus on issuers in
countries other than the United States such as those in Europe, Asia,
and the Pacific Basin.
FMR U.K. and FMR Far East, which were organized in 1986, are wholly
owned subsidiaries of FMR. Under the sub-advisory agreements FMR pays
the fees of FMR U.K. and FMR Far East. For providing non-discretionary
investment advice and research services, FMR pays FMR U.K. and FMR Far
East fees equal to 110% and 105%, respectively, of FMR U.K.'s and FMR
Far East's costs incurred in connection with providing investment
advice and research services.
On behalf of the fund, for providing discretionary investment
management and executing portfolio transactions, FMR pays FMR U.K. and
FMR Far East a fee equal to 50% of its monthly management fee rate
(including any performance adjustment) with respect to the fund's
average net assets managed by the sub-adviser on a discretionary
basis.
For providing investment advice and research services, fees paid to
the sub-advisers by FMR for the past three fiscal years are shown in
the table below.
Fiscal Year Ended   FMR U.K.          FMR Far East      
November 30                                             
 
199   7             $    55,825       $    54,053       
 
1996                $ 29,992          $ 29,965          
 
1995                $ 10,187          $ 10,444          
 
For discretionary investment management and execution of portfolio
transactions, no fees were paid to the sub-advisers by FMR on behalf
of the fund for the past three fiscal years.
CONTRACTS WITH FMR AFFILIATES
   The fund has entered into a transfer agent agreement with
    FSC   , an affiliate of FMR. Under the terms of the agreement,
    FSC    performs transfer agency, dividend disbursing, and
shareholder services for the fund.    
For providing transfer agency services, FSC receives an annual account
fee and an asset-based fee each based on account size and fund type
for each retail account and certain institutional accounts. With
respect to certain institutional retirement accounts, FSC receives an
annual account fee and an asset-based fee based on account type or
fund type. These annual account fees are subject to increase based on
postal rate changes.
The asset-based fees are subject to adjustment if the year-to-date
total return of the S&P 500 exceeds a positive or negative 15%.
FSC also collects small account fees from certain accounts with
balances of less than $2,500.
   In addition,     FSC    receives the pro rata portion of the
transfer agency fees applicable to shareholder accounts in each
Fidelity Freedom Fund, a fund of funds managed by an FMR affiliate,
according to the percentage of the Freedom Fund's assets that is
invested in the fund.    
FSC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FSC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
existing shareholders, with the exception of proxy statements.
   The fund has also entered into a service agent agreement with FSC.
Under the terms of the agreement, FSC calculates the NAV and dividends
for the fund, maintains the fund's portfolio and general accounting
records, and administers the fund's securities lending program.    
For providing pricing and bookkeeping services, FSC receives a monthly
fee based on the fund's average daily net assets throughout the month.
The annual fee rates for pricing and bookkeeping services are .0600%
of the first $500 million of average net assets and .0300% of average
net assets in excess of $500 million. The fee, not including
reimbursement for out-of-pocket expenses, is limited to a minimum of
$60,000 and a maximum of $800,000 per year.
For the fiscal years ended November 30 199   7    , 199   6    , and
199   5,     the fund paid FSC pricing and bookkeeping fees, including
reimbursement for related out-of-pocket expenses, of $   584,000    ,
$   439,000    , and $   209,000    , respectively.
For administering the fund's securities lending program, FSC receives
fees based on the number and duration of individual securities loans.
For the fiscal years ended    November 30    , 199   7    ,
199   6    , and 199   5    , the fund paid no securities lending
fees.
The fund has entered into a distribution agreement with FDC, an
affiliate of FMR organized as a Massachusetts corporation on July 18,
1960. FDC is a broker-dealer registered under the Securities Exchange
Act of 1934 and a member of the National Association of Securities
Dealers, Inc. The distribution agreement calls for FDC to use all
reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered.
Promotional and administrative expenses in connection with the offer
and sale of shares are paid by FMR.
During the fiscal years ended November 30, 1997, 1996, and 1995, FDC
collected sales charge revenue of $   1,585,000    ,    $6,189,000,
and $1,038,000, respectively, on purchases of fund shares.    
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity New Millennium Fund is a fund of Fidelity
Mt. Vernon Street Trust, an open-end management investment company
originally organized as a Massachusetts business trust on October 12,
1982. The trust's name changed to Fidelity Growth Stock Fund on
December 17, 1982. The trust's name was further changed to Fidelity
Mercury Fund on January 28, 1983. On August 1, 1986 the trust's name
was changed to Fidelity Growth Company Fund. The trust's name was
later changed to Fidelity Mount Vernon Street Trust on December 13,
1990 and to Fidelity Mt. Vernon Street Trust on January 30, 1991.
Currently, there are three funds of the trust: Fidelity Emerging
Growth Fund, Fidelity Growth Company Fund, and Fidelity New Millennium
Fund. The Declaration of Trust permits the Trustees to create
additional funds.
In the event that FMR ceases to be the investment adviser to the trust
or a fund, the right of the trust or fund to use the identifying name
"Fidelity" may be withdrawn.
The assets of the trust received for the issue or sale of shares of
each fund and all income, earnings, profits, and proceeds thereof,
subject only to the rights of creditors, are especially allocated to
such fund, and constitute the underlying assets of such fund. The
underlying assets of each fund are segregated on the books of account,
and are to be charged with the liabilities with respect to such fund
and with a share of the general expenses of the trust. Expenses with
respect to the trust are to be allocated in proportion to the asset
value of the respective funds, except where allocations of direct
expense can otherwise be fairly made. The officers of the trust,
subject to the general supervision of the Board of Trustees, have the
power to determine which expenses are allocable to a given fund, or
which are general or allocable to all of the funds. In the event of
the dissolution or liquidation of the trust, shareholders of each fund
are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under
Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable for the obligations of the
trust. The Declaration of Trust provides that the trust shall not have
any claim against shareholders except for the payment of the purchase
price of shares and requires that each agreement, obligation, or
instrument entered into or executed by the trust or the Trustees
include a provision limiting the obligations created thereby to the
trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of
Trust also provides that each fund shall, upon request, assume the
defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which a fund
itself would be unable to meet its obligations. FMR believes that, in
view of the above, the risk of personal liability to shareholders is
remote.
The Declaration of Trust further provides that the Trustees, if they
have exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of their
office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value
of net asset value you own. The shares have no preemptive or
conversion rights; the voting and dividend rights, the right of
redemption, and the privilege of exchange are described in the
Prospectus. Shares are fully paid and nonassessable, except as set
forth under the heading "Shareholder and Trustee Liability" above.
Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Declaration of Trust, call meetings of the trust or a
fund for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of the entire trust, the purpose
of voting on removal of one or more Trustees. The trust or any fund
may be terminated upon the sale of its assets to another open-end
management investment company, or upon liquidation and distribution of
its assets, if approved by vote of the holders of a majority of the
trust or THE fund as determined by the current value of each
shareholder's investment in the fund or trust. If not so terminated,
the trust and its funds will continue indefinitely. Each fund may
invest all of its assets in another investment company.
CUSTODIAN. The Chase Manhattan Bank, 1 Chase Manhattan Plaza, New
York, New York, is custodian of the assets of the fund. The custodian
is responsible for the safekeeping of a fund's assets and the
appointment of any subcustodian banks and clearing agencies. The
custodian takes no part in determining the investment policies of a
fund or in deciding which securities are purchased or sold by a fund.
However, a fund may invest in obligations of the custodian and may
purchase securities from or sell securities to the custodian. The Bank
of New York, headquartered in New York, also may serve as a special
purpose custodian of certain assets in connection with repurchase
agreement transactions. 
FMR, its officers and directors, its affiliated companies, and the
Board of Trustees may, from time to time, conduct transactions with
various banks, including banks serving as custodians for certain funds
advised by FMR. Transactions that have occurred to date include
mortgages and personal and general business loans. In the judgment of
FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund
relationships.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts serves as the fund's independent accountant. The auditor
examines financial statements for the fund and provides other audit,
tax, and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the
fiscal year ended November 30, 199   7     , and report of the
auditor, are included in the fund's Annual Report, which is a separate
report supplied with this SAI   .     The fund's financial statements,
including the financial highlights, and report of the auditor are
incorporated herein by reference. For a free additional copy of the
fund's Annual Report, contact Fidelity at 1-800-544-8888   .    
   APPENDIX    
       DESCRIPTION OF MOODY'S INVESTORS SERVICE RATINGS OF CORPORATE
BONDS       
   Moody's ratings for obligations with an original remaining maturity
in excess of one year fall within nine categories. They range from Aaa
(highest quality) to C (lowest quality). Moody applies numerical
modifiers of 1, 2, or 3 to each generic rating classification from Aa
through B. The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the issue ranks
on the lower end of its generic rating category.    
       AAA    - Bonds that are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edged." Interest payments are protected
by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.    
       AA    - Bonds that are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they comprise
what are generally known as high-grade bonds. They are rated lower
than the best bonds because margins of protection may not be as large
as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than the Aaa
securities.    
       A    - Bonds that are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations.
Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future.    
       BAA    - Bonds that are rated Baa are considered as
medium-grade obligations, (i.e., they are neither highly protected nor
poorly secured). Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length
of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.    
       BA    - Bonds that are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.    
       B    - Bonds that are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long period
of time may be small.    
       CAA    - Bonds that are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of danger
with respect to principal or interest.    
       CA    - Bonds that are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked short-comings.    
       C    - Bonds that are rated C are the lowest-rated class of
bonds and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.    
       DESCRIPTION OF STANDARD & POOR'S RATINGS OF CORPORATE
BONDS       
   Debt issues may be designated by Standard & Poor's as either
investment grade ("AAA" through "BBB") or speculative grade ("BB"
through "D"). While speculative grade debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major exposures to adverse conditions. Ratings from
AA to CCC may be modified by the addition of a plus sign (+) or minus
sign (-) to show relative standing within the major rating
categories.    
       AAA    - Debt rated AAA has the highest rating assigned by
Standard & Poor's to a debt obligation. Capacity to pay interest and
repay principal is extremely strong.    
       AA    - Debt rated AA has a very strong capacity to pay
interest and repay principal and differs from the higher-rated issues
only in small degree.    
       A    - Debt rated A has a strong capacity to pay interest and
repay principal, although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than debt in higher rated categories.    
       BBB    - Debt rated BBB is regarded as having an adequate
capacity to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic conditions
or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this category
than in higher-rated categories.    
       BB    - Debt rated BB has less near-term vulnerability to
default than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to inadequate capacity to meet timely
interest and principal payments. The BB rating category is also used
for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating.    
       B    - Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal
repayments. Adverse business, financial, or economic conditions will
likely impair capacity or willingness to pay interest and repay
principal. The B rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BB or BB-
rating.    
       CCC    - Debt rated CCC has a currently identifiable
vulnerability to default, and is dependent upon favorable business,
financial, and economic conditions to meet timely payment of interest
and repayment of principal. In the event of adverse business,
financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category
is also used for debt subordinated to senior debt that is assigned an
actual or implied B or B- rating.    
       CC    - Debt rated CC is typically applied to debt subordinated
to senior debt which is assigned an actual or implied CCC debt
rating.    
       C    - The rating C is typically applied to debt subordinated
to senior debt which is assigned an actual or implied CCC- debt
rating. The C rating may be used to cover a situation where a
bankruptcy petition has been filed but debt service payments are
continued.    
       CI    - The rating CI is reserved for income bonds on which no
interest is being paid.    
       D    - Debt rated D is in payment default. The D rating
category is used when interest payments or principal payments are not
made on the date due even if the applicable grace period has not
expired, unless S&P believes that such payments will be made during
such grace period. The D rating will also be used upon the filing of a
bankruptcy petition if debt service payments are jeopardized.    
 
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) (i)  The Financial Statements and Financial Highlights, included
in the Annual Report, for Fidelity Growth Company Fund for the fiscal
year ended November 30, 1997, are incorporated by reference into the
fund's Statement of Additional Information and were filed on January
20, 1998 for Fidelity Mt. Vernon Street Trust (File No. 811-3583)
pursuant to Rule 30d-1 under the Investment Company Act of 1940 and
are incorporated herein by reference.
 (ii) The Financial Statements and Financial Highlights, included in
the Annual Report, for Fidelity Emerging Growth Fund for the fiscal
year ended November 30, 1997, are incorporated by reference into the
fund's Statement of Additional Information and were filed on January
20, 1998 for Fidelity Mt. Vernon Street Trust (File No. 811-3583)
pursuant to Rule 30d-1 under the Investment Company Act of 1940 and
are incorporated herein by reference.
 (iii) The Financial Statements and Financial Highlights, included in
the Annual Report, for Fidelity New Millennium Fund for the fiscal
year ended November 30, 1997, are incorporated by reference into the
fund's Statement of Additional Information and were filed on January
20, 1998 for Fidelity Mt. Vernon Street Trust (File No. 811-3583)
pursuant to Rule 30d-1 under the Investment Company Act of 1940 and
are incorporated herein by reference.
(b)  Exhibits:
 (1)   Amended and Restated Declaration of Trust, dated January 19,
1995, is incorporated herein by reference to Exhibit 1 to
Post-Effective Amendment No. 31.
 (2)  By-laws of the Trust, as amended, are incorporated herein by
reference to Exhibit 2(a) to Fidelity Union Street Trust's (File No.
2-50318) Post-Effective Amendment No. 87.
 (3)  Not applicable.
 (4)  Not applicable.
 (5) (a) Management Contract, dated January 1, 1995, between Fidelity
Mt. Vernon Street Trust, on behalf of Fidelity Growth Company Fund and
Fidelity Management & Research Company is incorporated herein by
reference to Exhibit 5(a) to Post-Effective Amendment No. 31.
  (b) Management Contract, dated December 1, 1994, between Fidelity
Mt. Vernon Street Trust, on behalf of Fidelity Emerging Growth Fund,
and Fidelity Management & Research Company is incorporated herein by
reference to Exhibit 5(b) to Post-Effective Amendment No. 31.
  (c) Management Contract, dated December 1, 1994, between Fidelity
Mt. Vernon Street Trust, on behalf of Fidelity New Millennium Fund,
and Fidelity Management & Research Company is incorporated herein by
reference to Exhibit 5(c) to Post-Effective Amendment No. 31.
  (d) Sub-Advisory Agreement, dated January 1, 1995, for Fidelity
Growth Company Fund between Fidelity Management & Research (U.K.) Inc.
and Fidelity Management & Research Company is incorporated herein by
reference to Exhibit 5(d) to Post-Effective Amendment No. 31.
  (e) Sub-Advisory Agreement, dated January 1, 1995, for Fidelity
Growth Company Fund between Fidelity Management & Research (Far East)
Inc. and Fidelity Management & Research Company is incorporated herein
by reference to Exhibit 5(e) to Post-Effective Amendment No. 31.
  (f) Sub-Advisory Agreement, dated December 1, 1994, for Fidelity
Emerging Growth Fund between Fidelity Management & Research (U.K.)
Inc. and Fidelity Management & Research Company is incorporated herein
by reference to Exhibit 5(f) to Post-Effective Amendment No. 31.
  (g) Sub-Advisory Agreement, dated December 1, 1994, for Fidelity
Emerging Growth Fund between Fidelity Management & Research (Far East)
Inc. and Fidelity Management & Research Company is incorporated herein
by reference to Exhibit 5(g) to Post-Effective Amendment No. 31.
  (h) Sub-Advisory Agreement, dated December 1, 1994, for Fidelity New
Millennium Fund between Fidelity Management & Research (U.K.) Inc. and
Fidelity Management & Research Company is incorporated herein by
reference to Exhibit 5(h) to Post-Effective Amendment No. 31.
  (i) Sub-Advisory Agreement, dated December 1, 1994, for Fidelity New
Millennium Fund between Fidelity Management & Research (Far East) Inc.
and Fidelity Management & Research Company is incorporated herein by
reference to Exhibit 5(i) to Post-Effective Amendment No. 31.
 (6) (a) General Distribution Agreement, dated April 1, 1987, between
Fidelity Growth Company Fund and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(a) of Post-Effective
Amendment No. 31.
  (b) Amendment to General Distribution Agreement, dated January 1,
1988, between Fidelity Growth Company Fund and Fidelity Distributors
Corporation is incorporated herein by reference to Exhibit 6(b) of
Post-Effective Amendment No. 31.
  (c) General Distribution Agreement, dated December 13, 1990 between
Fidelity Emerging Growth Fund and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(c) of Post-Effective
Amendment No. 33.
  (d) General Distribution Agreement, dated September 17, 1992,
between Fidelity New Millennium Fund and Fidelity Distributors
Corporation is incorporated herein by reference to Exhibit 6(d) of
Post-Effective Amendment No. 28.
(small solid bullet)    (e)  Amendments to the General Distribution
Agreement between Fidelity Mt. Vernon Street Trust on behalf of
Fidelity Growth Company Fund and Fidelity Emerging Growth Fund and
Fidelity Distributors Corporation, dated March 14, 1996 and July 15,
1996, are incorporated herein by reference to Exhibit 6(k) of Fidelity
Select Portfolios' Post-Effective Amendment No. 57 (File No. 2-69972).
(small solid bullet)     (f) Amendments to the General Distribution
Agreement between Fidelity Mt. Vernon Street Trust on behalf of
Fidelity New Millennium Fund and Fidelity Distributors Corporation,
dated March 14, 1996 and July 15, 1996, are incorporated herein by
reference to Exhibit 6(l) of Fidelity Select Portfolios'
Post-Effective Amendment No. 57 (File No. 2-69972).
(small solid bullet)     (g) Form of Bank Agency Agreement (most
recently revised January, 1997) is filed herein as Exhibit 6(g).
(small solid bullet)      (h) Form of Selling Dealer Agreement for
Bank-Related Transactions (most recently revised January, 1997) is
filed herein as Exhibit 6(h).
 (7) (a) Retirement Plan for Non-Interested Person Trustees, Directors
or General Partners, as amended on November 16, 1995, is incorporated
herein by reference to Exhibit 7(a) of Fidelity Select Portfolio's
(File No. 2-69972) Post-Effective Amendment No. 54.
  (b) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 14, 1995 and
amended through November 14, 1996, is incorporated herein by reference
to Exhibit 7(b) of Fidelity Aberdeen Street Trust's (File No.
33-43529) Post-Effective Amendment No. 19.
 (8) (a) Custodian Agreement and Appendix C, dated September 1, 1994,
between Brown Brothers Harriman & Company and Fidelity Mt. Vernon
Street Trust on behalf of Fidelity Growth Company Fund and Fidelity
Emerging Growth Fund is incorporated herein by reference to Exhibit
8(a) of Fidelity Commonwealth Trust's Post-Effective Amendment No. 56
(File No. 2-52322).
(small solid bullet)     (b) Appendix A, dated October 16, 1997, to
the Custodian Agreement, dated September 1, 1994, between Brown
Brothers Harriman & Company and Fidelity Mt. Vernon Street Trust on
behalf of Fidelity Growth Company Fund and Fidelity Emerging Growth
Fund is incorporated herein by reference to Exhibit 8(b) of Fidelity
Contrafund's Post-Effective Amendment No. 50 (File No. 2-25235).
(small solid bullet)  (c) Appendix B, dated September 18, 1997, to the
Custodian Agreement, dated September 1, 1994, between Brown Brothers
Harriman & Company and Fidelity Mt. Vernon Street Trust on behalf of
Fidelity Growth Company Fund and Fidelity Emerging Growth Fund is
incorporated herein by reference to Exhibit 8(c) of Fidelity
Contrafund's Post-Effective Amendment No. 50 (File No. 2-25235).
         (d) Custodian Agreement and Appendix C, dated August 1, 1994,
between The Chase Manhattan Bank, N.A. and Fidelity Mt. Vernon Street
Trust on behalf of Fidelity New Millennium Fund is incorporated herein
by reference to Exhibit 8(a) of Fidelity Investment Trust's
Post-Effective Amendment No. 59 (File No. 2-90649).
(small solid bullet)   (e) Appendix A, dated October 17, 1996, to the
Custodian Agreement, dated August 1, 1994, between The Chase Manhattan
Bank, N.A. and Fidelity Mt. Vernon Street Trust on behalf of Fidelity
New Millennium Fund is incorporated herein by reference to Exhibit
8(c) of Fidelity Charles Street Trust's Post-Effective Amendment No.
57 (File No. 2-73133).
(small solid bullet)   (f) Appendix B, dated September 18, 1997, to
the Custodian Agreement, dated August 1, 1994, between The Chase
Manhattan Bank, N.A. and Fidelity Mt. Vernon Street Trust on behalf of
Fidelity New Millennium Fund is incorporated herein by reference to
Exhibit 8(b) of Fidelity Charles Street Trust's Post-Effective
Amendment No. 62 (File No. 2-73133).
                      (g )        Fidelity Group Repo Custodian
Agreement among The Bank of New York, J. P. Morgan Securities, Inc.,
and the Registrant, dated February 12, 1996, is incorporated herein by
reference to Exhibit 8(d) of Fidelity Institutional Cash Portfolios'
(File No. 2-74808) Post-Effective Amendment No. 31.
    (h ) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between The Bank of New York and the Registrant, dated February 12,
1996, is incorporated herein by reference to Exhibit 8(e) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.
    (i) Fidelity Group Repo Custodian Agreement among Chemical Bank,
Greenwich Capital Markets, Inc., and the Registrant, dated November
13, 1995, is incorporated herein by reference to Exhibit 8(f) of
Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
    (j) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between Chemical Bank and the Registrant, dated November 13, 1995, is
incorporated herein by reference to Exhibit 8(g) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.
    (k) Joint Trading Account Custody Agreement between The Bank of
New York and the Registrant, dated May 11, 1995, is incorporated
herein by reference to Exhibit 8(h) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.
    (l) First Amendment to Joint Trading Account Custody Agreement
between The Bank of New York and the Registrant, dated July 14, 1995,
is incorporated herein by reference to Exhibit 8(i) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.
 (9)  Not applicable. 
 (10)  Not applicable.
 (11)  Consent of Coopers & Lybrand L.L.P. is filed herein as Exhibit
11.
 (12)  Not applicable.
 (13)  Not applicable.
 (14) (a) Fidelity Individual Retirement Account Custodial Agreement
and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(a) to Fidelity Union Street Trust's
(File No. 2-50318) Post-Effective Amendment No. 87.
  (b) Fidelity Institutional Individual Retirement Account Custodial
Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(d) to Fidelity Union
Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
  (c) National Financial Services Corporation Individual Retirement
Account Custodial Agreement and Disclosure Statement, as currently in
effect, is incorporated herein by reference to Exhibit 14(h) to
Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
  (d) Fidelity Portfolio Advisory Services Individual Retirement
Account Custodial Agreement and Disclosure Statement, as currently in
effect, is incorporated herein by reference to Exhibit 14(i) to
Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
  (e) Fidelity 403(b)(7) Custodial Account Agreement, as currently in
effect, is incorporated herein by reference to Exhibit 14(e) to
Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
  (f) National Financial Services Corporation Defined Contribution
Retirement Plan and Trust Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(k) to Fidelity Union
Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
  (g) The CORPORATEplan for Retirement Profit Sharing/401K Plan, as
currently in effect, is incorporated herein by reference to Exhibit
14(l) to Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 87.
  (h) The CORPORATEplan for Retirement Money Purchase Pension Plan, as
currently in effect, is incorporated herein by reference to Exhibit
14(m) to Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 87.
  (i) Fidelity Investments Section 403(b)(7) Individual Custodial
Account Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(f) to Fidelity
Commonwealth Trust's (File No. 2-52322) Post Effective Amendment No.
57.
  (j) Plymouth Investments Defined Contribution Retirement Plan and
Trust Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(o) to Fidelity Commonwealth Trust's (File No.
2-52322) Post Effective Amendment No. 57.
  (k) The Fidelity Prototype Defined Benefit Pension Plan and Trust
Basic Plan Document and Adoption Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(d) to Fidelity
Securities Fund's (File No. 2-93601) Post Effective Amendment No. 33.
  (l) The Institutional Prototype Plan Basic Plan Document,
Standardized Adoption Agreement, and Non-Standardized Adoption
Agreement, as currently in effect, is incorporated herein by reference
to Exhibit 14(o) to Fidelity Securities Fund's (File No. 2-93601) Post
Effective Amendment No. 33.
  (m) The CORPORATEplan for Retirement 100SM Profit Sharing/401(k)
Basic Plan Document, Standardized Adoption Agreement, and
Non-Standardized Adoption Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(f) to Fidelity
Securities Fund's (File No. 2-93601) Post Effective Amendment No. 33.
  (n) The Fidelity Investments 401(a) Prototype Plan for Tax-Exempt
Employers Basic Plan Document, Standardized Profit Sharing Plan
Adoption Agreement, Non-Standardized Discretionary Contribution Plan
No. 002 Adoption Agreement, and Non-Standardized Discretionary
Contribution Plan No. 003 Adoption Agreement, as currently in effect,
is incorporated herein by reference to Exhibit 14(g) to Fidelity
Securities Fund's (File No. 2-93601) Post Effective Amendment No. 33.
  (o) Fidelity Investments 403(b) Sample Plan Basic Plan Document and
Adoption Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(p) to Fidelity Securities Fund's (File No.
2-93601) Post Effective Amendment No. 33.
  (p) Fidelity Defined Contribution Retirement Plan and Trust
Agreement, as currently in effect, is incorporated herein by reference
to Exhibit 14(c) to Fidelity Securities Fund's (File No. 2-93601) Post
Effective Amendment No. 33.
  (q) Fidelity SIMPLE-IRAPlan Adoption Agreement, Company Profile
Form, and Plan Document, as currently in effect, is incorporated
herein by reference to Exhibit 14(q) of Fidelity Aberdeen Street
Trust's (File No. 33-43529) Post-Effective Amendment No. 19.
 (15)  Not applicable.
 (16) (a) A schedule for the computation of performance calculations
for Fidelity New Millennium Fund is incorporated herein by reference
to Exhibit 16(a) to Post-Effective Amendment No. 31.
  (b) A schedule for the computation of moving averages is
incorporated herein by reference to Exhibit 16(b) to Post-Effective
Amendment No. 28.
 (17)  Financial Data Schedules for the funds are filed herein as
Exhibit 27.
 (18)  Not applicable.
Item 25. Persons Controlled by or Under Common Control With Registrant
 The Board of Directors of Fidelity Mt. Vernon Street Trust is the
same as the boards of other funds advised by FMR, each of which has
Fidelity Management & Research Company as its investment adviser. In
addition, the officers of these funds are substantially identical.
Nonetheless, the Registrant takes the position that it is not under
common control with these other funds since the power residing in the
respective boards and officers arises as the result of an official
position with the respective funds.
Item 26. Number of Holders of Securities  
December 31, 1997
Title of Class: Shares of Beneficial Interest
 Name of Series      Number of Record Holders
 Fidelity Growth Company Fund     1,072,478
 Fidelity Emerging Growth Fund     236,925
 Fidelity New Millennium Fund     82,892
Item 27. Indemnification
 Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification
shall be provided to any past or present Trustee or officer. It states
that the Registrant shall indemnify any present or past Trustee or
officer to the fullest extent permitted by law against liability and
all expenses reasonably incurred by him in connection with any claim,
action, suit, or proceeding in which he is involved by virtue of his
service as a Trustee, an officer, or both. Additionally, amounts paid
or incurred in settlement of such matters are covered by this
indemnification. Indemnification will not be provided in certain
circumstances, however. These include instances of willful
misfeasance, bad faith, gross negligence, and reckless disregard of
the duties involved in the conduct of the particular office involved.
 Pursuant to Section 11 of the Distribution Agreement, the Registrant
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense arising by reason of
any person acquiring any shares, based upon the ground that the
registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Registrant included a materially misleading statement or
omission. However, the Registrant does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with,
information furnished to the Registrant by or on behalf of the
Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of
willful misfeasance, bad faith, gross negligence, and reckless
disregard of the obligations and duties under the Distribution
Agreement.
 Pursuant to the agreement by which Fidelity Service Company, Inc.
("Service") is appointed transfer agent, the Registrant agrees to
indemnify and hold Service harmless against any losses, claims,
damages, liabilities or expenses (including reasonable counsel fees
and expenses) resulting from:
 (1) any claim, demand, action or suit brought by any person other
than the Registrant, including by a shareholder, which names the
Service and/or the Registrant as a party and is not based on and does
not result from Service's willful misfeasance, bad faith or negligence
or reckless disregard of duties, and arises out of or in connection
with Service's performance under the Transfer Agency Agreement; or
 (2) any claim, demand, action or suit (except to the extent
contributed to by Service's willful misfeasance, bad faith or
negligence or reckless disregard of duties) which results from the
negligence of the Registrant, or from Service's acting upon any
instruction(s) reasonably believed by it to have been executed or
communicated by any person duly authorized by the Registrant, or as a
result of Service's acting in reliance upon advice reasonably believed
by Service to have been given by counsel for the Registrant, or as a
result of Service's acting in reliance upon any instrument or stock
certificate reasonably believed by it to have been genuine and signed,
countersigned or executed by the proper person.
Item 28. Business and Other Connections of Investment Adviser
 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
 FMR serves as investment adviser to a number of other investment
companies.  The directors and officers of the Adviser have held,
during the past two fiscal years, the following positions of a
substantial nature.
 
 
<TABLE>
<CAPTION>
<S>                         <C>                                                       
Edward C. Johnson 3d        Chairman of the Board of FMR; President and Chief         
                            Executive Officer of FMR Corp.; Chairman of the           
                            Board and Director of FMR, FMR Corp., Fidelity            
                            Investments Money Management, Inc. (FIMM), FMR            
                            (U.K.) Inc., and FMR (Far East) Inc.; Chairman of the     
                            Board and Representative Director of Fidelity             
                            Investments Japan Limited; President and Trustee of       
                            funds advised by FMR.                                     
 
                                                                                      
 
Robert C. Pozen             President and Director of FMR; Senior Vice President      
                            and Trustee of funds advised by FMR; President and        
                            Director of Fidelity Investments Money Management,        
                            Inc. (FIMM), FMR (U.K.) Inc., and FMR (Far East)          
                            Inc.; General Counsel, Managing Director, and Senior      
                            Vice President of FMR Corp.                               
 
                                                                                      
 
Peter S. Lynch              Vice Chairman of the Board and Director of FMR.           
 
                                                                                      
 
Marta Amieva                Vice President of FMR.                                    
 
                                                                                      
 
John Carlson                Vice President of FMR.                                    
 
                                                                                      
 
Dwight D. Churchill         Senior Vice President of FMR.                             
 
                                                                                      
 
Barry Coffman               Vice President of FMR.                                    
 
                                                                                      
 
Arieh Coll                  Vice President of FMR.                                    
 
                                                                                      
 
Stephen G. Manning          Assistant Treasurer of FMR.                               
 
                                                                                      
 
William Danoff              Senior Vice President of FMR and of a fund advised by     
                            FMR.                                                      
 
                                                                                      
 
Scott E. DeSano             Vice President of FMR.                                    
 
                                                                                      
 
Craig P. Dinsell            Vice President of FMR.                                    
 
                                                                                      
 
Penelope Dobkin             Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
George C. Domolky           Vice President of FMR.                                    
 
                                                                                      
 
Bettina Doulton             Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Margaret L. Eagle           Vice President of FMR and a fund advised by FMR.          
 
                                                                                      
 
Richard B. Fentin           Senior Vice President of FMR and Vice President of a      
                            fund advised by FMR.                                      
 
                                                                                      
 
Gregory Fraser              Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Jay Freedman                Assistant Clerk of FMR; Clerk of FMR Corp., FMR           
                            (U.K.) Inc., and FMR (Far East) Inc.; Secretary of        
                            Fidelity Investments Money Management, Inc. (FIMM).       
 
                                                                                      
 
Robert Gervis               Vice President of FMR.                                    
 
                                                                                      
 
David L. Glancy             Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Kevin E. Grant              Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Barry A. Greenfield         Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Boyce I. Greer              Senior Vice President of FMR.                             
 
                                                                                      
 
Bart A. Grenier             Vice President of High-Income Funds advised by FMR;       
                            Vice President of FMR.                                    
 
                                                                                      
 
Robert Haber                Vice President of FMR.                                    
 
                                                                                      
 
Richard C. Habermann        Senior Vice President of FMR; Vice President of funds     
                            advised by FMR.                                           
 
                                                                                      
 
Richard Hazlewood           Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Fred L. Henning Jr.         Senior Vice President of FMR; Vice President of           
                            Fixed-Income funds advised by FMR.                        
 
                                                                                      
 
Bruce Herring               Vice President of FMR.                                    
 
                                                                                      
 
John R. Hickling            Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Robert F. Hill              Vice President of FMR; Director of Technical Research.    
 
                                                                                      
 
Curt Hollingsworth          Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Abigail P. Johnson          Senior Vice President of FMR and of a fund advised by     
                            FMR; Associate Director and Senior Vice President of      
                            Equity funds advised by FMR.                              
 
                                                                                      
 
David B. Jones              Vice President of FMR.                                    
 
                                                                                      
 
Steven Kaye                 Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Francis V. Knox             Vice President of FMR; Compliance Officer of FMR          
                            (U.K.) Inc.                                               
 
                                                                                      
 
David P. Kurrasch           Vice President of FMR.                                    
 
                                                                                      
 
Robert A. Lawrence          Senior Vice President of FMR and Vice President of        
                            Fidelity Real Estate High Income and Fidelity Real        
                            Estate High Income II funds advised by FMR;               
                            Associate Director and Senior Vice President of Equity    
                            funds advised by FMR; Vice President of High Income       
                            funds advised by FMR.                                     
 
                                                                                      
 
Harris Leviton              Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Bradford E. Lewis           Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Mark G. Lohr                Vice President of FMR; Treasurer of FMR, FMR (U.K.)       
                            Inc., FMR (Far East) Inc., and Fidelity Investments       
                            Money Management, Inc. (FIMM).                            
 
                                                                                      
 
Richard R. Mace Jr.         Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Charles Mangum              Vice President of FMR.                                    
 
                                                                                      
 
Kevin McCarey               Vice President of FMR.                                    
 
                                                                                      
 
Diane McLaughlin            Vice President of FMR.                                    
 
                                                                                      
 
Neal P. Miller              Vice President of FMR.                                    
 
                                                                                      
 
David L. Murphy             Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Scott Orr                   Vice President of FMR.                                    
 
                                                                                      
 
Jacques Perold              Vice President of FMR.                                    
 
                                                                                      
 
Anne Punzak                 Vice President of FMR.                                    
 
                                                                                      
 
Kenneth A. Rathgeber        Vice President of FMR; Treasurer of funds advised by      
                            FMR.                                                      
 
                                                                                      
 
Kennedy P. Richardson       Vice President of FMR.                                    
 
                                                                                      
 
Eric Roiter                 Vice President and General Counsel of FMR and             
                            Secretary of funds advised by FMR.                        
 
                                                                                      
 
Mark Rzepczynski            Vice President of FMR.                                    
 
                                                                                      
 
Lee H. Sandwen              Vice President of FMR.                                    
 
                                                                                      
 
Patricia A. Satterthwaite   Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Fergus Shiel                Vice President of FMR.                                    
 
                                                                                      
 
Carol Smith-Fachetti        Vice President of FMR.                                    
 
                                                                                      
 
Steven J. Snider            Vice President of FMR.                                    
 
                                                                                      
 
Thomas T. Soviero           Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Richard Spillane            Senior Vice President of FMR; Associate Director and      
                            Senior Vice President of Equity funds advised by FMR;     
                            Senior Vice President and Director of Operations and      
                            Compliance of FMR (U.K.) Inc.                             
 
                                                                                      
 
Thomas Sprague              Vice President of FMR.                                    
 
                                                                                      
 
Robert E. Stansky           Senior Vice President of FMR; Vice President of a fund    
                            advised by FMR.                                           
 
                                                                                      
 
Scott Stewart               Vice President of FMR.                                    
 
                                                                                      
 
Cynthia Straus              Vice President of FMR.                                    
 
                                                                                      
 
Thomas Sweeney              Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Beth F. Terrana             Senior Vice President of FMR; Vice President of a fund    
                            advised by FMR.                                           
 
                                                                                      
 
Yoko Tilley                 Vice President of FMR.                                    
 
                                                                                      
 
Joel C. Tillinghast         Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Robert Tuckett              Vice President of FMR.                                    
 
                                                                                      
 
Jennifer Uhrig              Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
George A. Vanderheiden      Senior Vice President of FMR; Vice President of funds     
                            advised by FMR.                                           
 
                                                                                      
 
</TABLE>
 
 
(2)  FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
       25 Lovat Lane, London, EC3R 8LL, England
 FMR U.K. provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company.  The
directors and officers of the Sub-Adviser have held the following
positions of a substantial nature during the past two fiscal years.
Edward C. Johnson 3d   Chairman of the Board and Director of FMR U.K.,         
                       FMR, FMR Corp., Fidelity Investments Money              
                       Management, Inc. (FIMM), and FMR (Far East) Inc.;       
                       Chairman of the Executive Committee of FMR;             
                       President and Chief Executive Officer of FMR Corp.;     
                       Chairman of the Board and Representative Director of    
                       Fidelity Investments Japan Limited; President and       
                       Trustee of funds advised by FMR.                        
 
                                                                               
 
Robert C. Pozen        President and Director of FMR; Senior Vice President    
                       and Trustee of funds advised by FMR; President and      
                       Director of Fidelity Investments Money Management,      
                       Inc. (FIMM), FMR (U.K.) Inc., and FMR (Far East)        
                       Inc.; General Counsel, Managing Director, and Senior    
                       Vice President of FMR Corp.                             
 
                                                                               
 
Mark G. Lohr           Treasurer of FMR U.K., FMR, FMR (Far East) Inc., and    
                       Fidelity Investments Money Management, Inc.             
                       (FIMM); Vice President of FMR.                          
 
                                                                               
 
Stephen G. Manning     Assistant Treasurer of FMR U.K., FMR, FMR (Far          
                       East) Inc., and Fidelity Investments Money              
                       Management, Inc. (FIMM); Treasurer of FMR Corp.         
 
                                                                               
 
Francis V. Knox        Compliance Officer of FMR U.K.; Vice President of       
                       FMR.                                                    
 
                                                                               
 
Jay Freedman           Clerk of FMR U.K., FMR (Far East) Inc., and FMR         
                       Corp.; Assistant Clerk of FMR; Secretary of FMR         
                       Texas Inc.                                              
 
 
(3)  FIDELITY MANAGEMENT & RESEARCH COMPANY (FAR EAST) INC. (FMR FAR
EAST)
      Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105,
Japan
 FMR Far East provides investment advisory services to Fidelity
Management & Research Company and Fidelity Management Trust Company. 
The directors and officers of the Sub-Adviser have held the following
positions of a substantial nature during the past two fiscal years.
Edward C. Johnson 3d   Chairman of the Board and Director of FMR Far        
                       East, FMR, FMR Corp., Fidelity Investments           
                       Money Management, Inc. (FIMM), and FMR               
                       (U.K.) Inc.; Chairman of the Executive               
                       Committee of FMR; President and Chief                
                       Executive Officer of FMR Corp.; Chairman of          
                       the Board and Representative Director of Fidelity    
                       Investments Japan Limited; President and             
                       Trustee of funds advised by FMR.                     
 
                                                                            
 
Robert C. Pozen        President and Director of FMR; Senior Vice           
                       President and Trustee of funds advised by FMR;       
                       President and Director of Fidelity Investments       
                       Money Management, Inc. (FIMM), FMR (U.K.)            
                       Inc., and FMR (Far East) Inc.; General Counsel,      
                       Managing Director, and Senior Vice President of      
                       FMR Corp.                                            
 
                                                                            
 
Bill Wilder            Vice President of FMR Far East; President and        
                       Representative Director of Fidelity Investments      
                       Japan Limited.                                       
 
                                                                            
 
Mark G. Lohr           Treasurer of FMR Far East, FMR, FMR (U.K.)           
                       Inc., and Fidelity Investments Money                 
                       Management, Inc. (FIMM); Vice President of           
                       FMR.                                                 
 
                                                                            
 
Stephen G. Manning     Assistant Treasurer of FMR Far East, FMR,            
                       FMR (U.K.) Inc., and Fidelity Investments            
                       Money Management, Inc. (FIMM); Vice                  
                       President and Treasurer of FMR Corp.                 
 
                                                                            
 
Jay Freedman           Clerk of FMR Far East, FMR (U.K.) Inc., and          
                       FMR Corp.; Assistant Clerk of FMR; Secretary         
                       of FMR Texas Inc.                                    
 
                                                                            
 
Robert Auld            Vice President of FMR Far East.                      
 
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for
most funds advised by FMR.
(b)                                                                  
 
Name and Principal   Positions and Offices   Positions and Offices   
 
Business Address*    With Underwriter        With Registrant         
 
Edward C. Johnson 3d   Director                   Trustee and President   
 
Michael Mlinac         Director                   None                    
 
James Curvey           Director                   None                    
 
Martha B. Willis       President                  None                    
 
Eric Roiter            Vice President             Secretary               
 
Caron Ketchum          Treasurer and Controller   None                    
 
Gary Greenstein        Assistant Treasurer        None                    
 
Jay Freedman           Assistant Clerk            None                    
 
Linda Holland          Compliance Officer         None                    
 
* 82 Devonshire Street, Boston, MA
 (c) Not applicable.
Item 30. Location of Accounts and Records
 All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity
Service Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the
funds' respective custodians:  The Chase Manhattan Bank, 4 Chase
MetroTech Center, Brooklyn, N.Y. and Brown Brothers Harriman & Co., 40
Water Street, Boston, MA.
Item 31. Management Services
 Not applicable.
Item 32. Undertakings
 The Registrant on behalf of Fidelity Growth Company Fund, Fidelity
Emerging Growth Fund, and Fidelity New Millennium Fund, provided the
information required by Item 5A is contained in the annual report,
undertakes to furnish to each person to whom a prospectus has been
delivered, upon their request and without charge, a copy of the
Registrant's latest annual report to shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 35 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and the Commonwealth
of Massachusetts, on the 22nd day of January 1998.
      Fidelity Mt. Vernon Street Trust
      By /s/Edward C. Johnson 3d          (dagger)
           Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
       (Signature)   (Title)   (Date)   
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                             <C>                
/s/Edward C. Johnson 3d  (dagger)   President and Trustee           January 22, 1998   
 
Edward C. Johnson 3d                (Principal Executive Officer)                      
 
                                                                                       
 
/s/Richard A. Silver                Treasurer                       January 22, 1998   
 
Richard A. Silver                                                                      
 
                                                                                       
 
/s/Robert C. Pozen                  Trustee                         January 22, 1998   
 
Robert C. Pozen                                                                        
 
                                                                                       
 
/s/Ralph F. Cox                 *   Trustee                         January 22, 1998   
 
Ralph F. Cox                                                                           
 
                                                                                       
 
/s/Phyllis Burke Davis      *       Trustee                         January 22, 1998   
 
Phyllis Burke Davis                                                                    
 
                                                                                       
 
/s/Robert M. Gates           **     Trustee                         January 22, 1998   
 
Robert M. Gates                                                                        
 
                                                                                       
 
/s/E. Bradley Jones           *     Trustee                         January 22, 1998   
 
E. Bradley Jones                                                                       
 
                                                                                       
 
/s/Donald J. Kirk               *   Trustee                         January 22, 1998   
 
Donald J. Kirk                                                                         
 
                                                                                       
 
/s/Peter S. Lynch               *   Trustee                         January 22, 1998   
 
Peter S. Lynch                                                                         
 
                                                                                       
 
/s/Marvin L. Mann            *      Trustee                         January 22, 1998   
 
Marvin L. Mann                                                                         
 
                                                                                       
 
/s/William O. McCoy        *        Trustee                         January 22, 1998   
 
William O. McCoy                                                                       
 
                                                                                       
 
/s/Gerald C. McDonough  *           Trustee                         January 22, 1998   
 
Gerald C. McDonough                                                                    
 
                                                                                       
 
/s/Thomas R. Williams       *       Trustee                         January 22, 1998   
 
Thomas R. Williams                                                                     
 
                                                                                       
 
</TABLE>
 
(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 19, 1996 and filed herewith. 
** Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated March 6, 1997 and filed herewith. 
POWER OF ATTORNEY
 I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                 
Fidelity Aberdeen Street Trust           Fidelity Hereford Street Trust                      
Fidelity Advisor Series I                Fidelity Income Fund                                
Fidelity Advisor Series II               Fidelity Institutional Cash Portfolios              
Fidelity Advisor Series III              Fidelity Institutional Tax-Exempt Cash Portfolios   
Fidelity Advisor Series IV               Fidelity Investment Trust                           
Fidelity Advisor Series V                Fidelity Magellan Fund                              
Fidelity Advisor Series VI               Fidelity Massachusetts Municipal Trust              
Fidelity Advisor Series VII              Fidelity Money Market Trust                         
Fidelity Advisor Series VIII             Fidelity Mt. Vernon Street Trust                    
Fidelity Beacon Street Trust             Fidelity Municipal Trust                            
Fidelity Boston Street Trust             Fidelity Municipal Trust II                         
Fidelity California Municipal Trust      Fidelity New York Municipal Trust                   
Fidelity California Municipal Trust II   Fidelity New York Municipal Trust II                
Fidelity Capital Trust                   Fidelity Phillips Street Trust                      
Fidelity Charles Street Trust            Fidelity Puritan Trust                              
Fidelity Commonwealth Trust              Fidelity Revere Street Trust                        
Fidelity Concord Street Trust            Fidelity School Street Trust                        
Fidelity Congress Street Fund            Fidelity Securities Fund                            
Fidelity Contrafund                      Fidelity Select Portfolios                          
Fidelity Corporate Trust                 Fidelity Sterling Performance Portfolio, L.P.       
Fidelity Court Street Trust              Fidelity Summer Street Trust                        
Fidelity Court Street Trust II           Fidelity Trend Fund                                 
Fidelity Covington Trust                 Fidelity U.S. Investments-Bond Fund, L.P.           
Fidelity Daily Money Fund                Fidelity U.S. Investments-Government Securities     
Fidelity Destiny Portfolios                 Fund, L.P.                                       
Fidelity Deutsche Mark Performance       Fidelity Union Street Trust                         
  Portfolio, L.P.                        Fidelity Union Street Trust II                      
Fidelity Devonshire Trust                Fidelity Yen Performance Portfolio, L.P.            
Fidelity Exchange Fund                   Newbury Street Trust                                
Fidelity Financial Trust                 Variable Insurance Products Fund                    
Fidelity Fixed-Income Trust              Variable Insurance Products Fund II                 
Fidelity Government Securities Fund      Variable Insurance Products Fund III                
Fidelity Hastings Street Trust                                                               
 
</TABLE>
 
in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such
things in my name and on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission.  I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof.  This power of attorney is effective for all documents
filed on or after August 1, 1997.
 WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d_   July 17, 1997   
 
Edward C. Johnson 3d                       
 
POWER OF ATTORNEY
 I, the undersigned Director, Trustee, or General Partner, as the case
may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                 
Fidelity Aberdeen Street Trust           Fidelity Government Securities Fund                 
Fidelity Advisor Annuity Fund            Fidelity Hastings Street Trust                      
Fidelity Advisor Series I                Fidelity Hereford Street Trust                      
Fidelity Advisor Series II               Fidelity Income Fund                                
Fidelity Advisor Series III              Fidelity Institutional Cash Portfolios              
Fidelity Advisor Series IV               Fidelity Institutional Tax-Exempt Cash Portfolios   
Fidelity Advisor Series V                Fidelity Institutional Trust                        
Fidelity Advisor Series VI               Fidelity Investment Trust                           
Fidelity Advisor Series VII              Fidelity Magellan Fund                              
Fidelity Advisor Series VIII             Fidelity Massachusetts Municipal Trust              
Fidelity Beacon Street Trust             Fidelity Money Market Trust                         
Fidelity Boston Street Trust             Fidelity Mt. Vernon Street Trust                    
Fidelity California Municipal Trust      Fidelity Municipal Trust                            
Fidelity California Municipal Trust II   Fidelity Municipal Trust II                         
Fidelity Capital Trust                   Fidelity New York Municipal Trust                   
Fidelity Charles Street Trust            Fidelity New York Municipal Trust II                
Fidelity Commonwealth Trust              Fidelity Phillips Street Trust                      
Fidelity Congress Street Fund            Fidelity Puritan Trust                              
Fidelity Contrafund                      Fidelity Revere Street Trust                        
Fidelity Corporate Trust                 Fidelity School Street Trust                        
Fidelity Court Street Trust              Fidelity Securities Fund                            
Fidelity Court Street Trust II           Fidelity Select Portfolios                          
Fidelity Covington Trust                 Fidelity Sterling Performance Portfolio, L.P.       
Fidelity Daily Money Fund                Fidelity Summer Street Trust                        
Fidelity Daily Tax-Exempt Fund           Fidelity Trend Fund                                 
Fidelity Destiny Portfolios              Fidelity U.S. Investments-Bond Fund, L.P.           
Fidelity Deutsche Mark Performance       Fidelity U.S. Investments-Government Securities     
  Portfolio, L.P.                           Fund, L.P.                                       
Fidelity Devonshire Trust                Fidelity Union Street Trust                         
Fidelity Exchange Fund                   Fidelity Union Street Trust II                      
Fidelity Financial Trust                 Fidelity Yen Performance Portfolio, L.P.            
Fidelity Fixed-Income Trust              Variable Insurance Products Fund                    
                                         Variable Insurance Products Fund II                 
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to
sign for me and in my name in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in my name
and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission.  I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof.  This power
of attorney is effective for all documents filed on or after March 1,
1997.
 WITNESS my hand on the date set forth below.
/s/Robert M. Gates              March 6, 1997   
 
Robert M. Gates                                 
 
POWER OF ATTORNEY
 We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                 
Fidelity Aberdeen Street Trust           Fidelity Government Securities Fund                 
Fidelity Advisor Annuity Fund            Fidelity Hastings Street Trust                      
Fidelity Advisor Series I                Fidelity Hereford Street Trust                      
Fidelity Advisor Series II               Fidelity Income Fund                                
Fidelity Advisor Series III              Fidelity Institutional Cash Portfolios              
Fidelity Advisor Series IV               Fidelity Institutional Tax-Exempt Cash Portfolios   
Fidelity Advisor Series V                Fidelity Institutional Trust                        
Fidelity Advisor Series VI               Fidelity Investment Trust                           
Fidelity Advisor Series VII              Fidelity Magellan Fund                              
Fidelity Advisor Series VIII             Fidelity Massachusetts Municipal Trust              
Fidelity Beacon Street Trust             Fidelity Money Market Trust                         
Fidelity Boston Street Trust             Fidelity Mt. Vernon Street Trust                    
Fidelity California Municipal Trust      Fidelity Municipal Trust                            
Fidelity California Municipal Trust II   Fidelity Municipal Trust II                         
Fidelity Capital Trust                   Fidelity New York Municipal Trust                   
Fidelity Charles Street Trust            Fidelity New York Municipal Trust II                
Fidelity Commonwealth Trust              Fidelity Phillips Street Trust                      
Fidelity Congress Street Fund            Fidelity Puritan Trust                              
Fidelity Contrafund                      Fidelity Revere Street Trust                        
Fidelity Corporate Trust                 Fidelity School Street Trust                        
Fidelity Court Street Trust              Fidelity Securities Fund                            
Fidelity Court Street Trust II           Fidelity Select Portfolios                          
Fidelity Covington Trust                 Fidelity Sterling Performance Portfolio, L.P.       
Fidelity Daily Money Fund                Fidelity Summer Street Trust                        
Fidelity Daily Tax-Exempt Fund           Fidelity Trend Fund                                 
Fidelity Destiny Portfolios              Fidelity U.S. Investments-Bond Fund, L.P.           
Fidelity Deutsche Mark Performance       Fidelity U.S. Investments-Government Securities     
  Portfolio, L.P.                           Fund, L.P.                                       
Fidelity Devonshire Trust                Fidelity Union Street Trust                         
Fidelity Exchange Fund                   Fidelity Union Street Trust II                      
Fidelity Financial Trust                 Fidelity Yen Performance Portfolio, L.P.            
Fidelity Fixed-Income Trust              Variable Insurance Products Fund                    
                                         Variable Insurance Products Fund II                 
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, our true and lawful attorneys-in-fact,
with full power of substitution, and with full power to each of them,
to sign for us and in our names in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in our names
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission.  I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof.  This power
of attorney is effective for all documents filed on or after January
1, 1997.
 WITNESS our hands on this nineteenth day of December, 1996.
 
/s/Edward C. Johnson 3d___________    /s/Peter S. Lynch________________    
 
Edward C. Johnson 3d                  Peter S. Lynch                       
                                                                           
                                                                           
                                                                           
 
/s/J. Gary Burkhead_______________    /s/William O. McCoy______________    
 
J. Gary Burkhead                      William O. McCoy                     
                                                                           
 
/s/Ralph F. Cox __________________   /s/Gerald C. McDonough___________    
 
Ralph F. Cox                         Gerald C. McDonough                  
                                                                          
 
/s/Phyllis Burke Davis_____________   /s/Marvin L. Mann________________    
 
Phyllis Burke Davis                   Marvin L. Mann                       
                                                                           
 
/s/E. Bradley Jones________________   /s/Thomas R. Williams ____________   
 
E. Bradley Jones                      Thomas R. Williams                   
                                                                           
 
/s/Donald J. Kirk __________________          
 
Donald J. Kirk                                
                                              
 
 

 
 
 
           Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the
Prospectuses and Statements of Additional Information in
Post-Effective Amendment No. 35 to the Registration Statement on Form
N-1A of Fidelity Mt. Vernon Street Trust: Fidelity Growth Company
Fund, Fidelity Emerging Growth Fund, and Fidelity New Millennium Fund
of our reports dated January 8, 1998 on the financial statements and
financial highlights included in the November 30, 1997 Annual Reports
to Shareholders of Fidelity Growth Company Fund, Fidelity Emerging
Growth Fund, and Fidelity New Millennium Fund.
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectuses and "Auditor" in the
Statements of Additional Information.  
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 22, 1998


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000707823
<NAME> Fidelity Mt. Vernon Street Trust
<SERIES>
 <NUMBER> 1
 <NAME> Fidelity Growth Company Fund
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             NOV-30-1997   
 
<PERIOD-END>                  NOV-30-1997   
 
<INVESTMENTS-AT-COST>         8,158,679     
 
<INVESTMENTS-AT-VALUE>        10,521,576    
 
<RECEIVABLES>                 60,917        
 
<ASSETS-OTHER>                743           
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                10,583,236    
 
<PAYABLE-FOR-SECURITIES>      40,671        
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     18,341        
 
<TOTAL-LIABILITIES>           59,012        
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      6,896,524     
 
<SHARES-COMMON-STOCK>         219,966       
 
<SHARES-COMMON-PRIOR>         220,650       
 
<ACCUMULATED-NII-CURRENT>     54,423        
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       1,210,383     
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      2,362,894     
 
<NET-ASSETS>                  10,524,224    
 
<DIVIDEND-INCOME>             91,581        
 
<INTEREST-INCOME>             31,815        
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                68,958        
 
<NET-INVESTMENT-INCOME>       54,438        
 
<REALIZED-GAINS-CURRENT>      1,232,626     
 
<APPREC-INCREASE-CURRENT>     107,522       
 
<NET-CHANGE-FROM-OPS>         1,394,586     
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     61,467        
 
<DISTRIBUTIONS-OF-GAINS>      321,291       
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       79,391        
 
<NUMBER-OF-SHARES-REDEEMED>   89,516        
 
<SHARES-REINVESTED>           9,441         
 
<NET-CHANGE-IN-ASSETS>        917,560       
 
<ACCUMULATED-NII-PRIOR>       76,173        
 
<ACCUMULATED-GAINS-PRIOR>     376,848       
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         48,261        
 
<INTEREST-EXPENSE>            2             
 
<GROSS-EXPENSE>               71,875        
 
<AVERAGE-NET-ASSETS>          10,175,187    
 
<PER-SHARE-NAV-BEGIN>         43.540        
 
<PER-SHARE-NII>               .240          
 
<PER-SHARE-GAIN-APPREC>       5.800         
 
<PER-SHARE-DIVIDEND>          .280          
 
<PER-SHARE-DISTRIBUTIONS>     1.460         
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           47.840        
 
<EXPENSE-RATIO>               71            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000707823
<NAME> Fidelity Mt. Vernon Street Trust
<SERIES>
 <NUMBER> 2
 <NAME> Fidelity Emerging Growth Fund
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             NOV-30-1997   
 
<PERIOD-END>                  NOV-30-1997   
 
<INVESTMENTS-AT-COST>         1,660,823     
 
<INVESTMENTS-AT-VALUE>        1,920,567     
 
<RECEIVABLES>                 80,073        
 
<ASSETS-OTHER>                0             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                2,000,640     
 
<PAYABLE-FOR-SECURITIES>      18,545        
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     4,388         
 
<TOTAL-LIABILITIES>           22,933        
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      1,273,099     
 
<SHARES-COMMON-STOCK>         66,638        
 
<SHARES-COMMON-PRIOR>         73,552        
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       444,864       
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      259,744       
 
<NET-ASSETS>                  1,977,707     
 
<DIVIDEND-INCOME>             3,853         
 
<INTEREST-INCOME>             4,677         
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                20,039        
 
<NET-INVESTMENT-INCOME>       (11,509)      
 
<REALIZED-GAINS-CURRENT>      461,691       
 
<APPREC-INCREASE-CURRENT>     (213,582)     
 
<NET-CHANGE-FROM-OPS>         236,600       
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     0             
 
<DISTRIBUTIONS-OF-GAINS>      23,421        
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       17,286        
 
<NUMBER-OF-SHARES-REDEEMED>   25,113        
 
<SHARES-REINVESTED>           913           
 
<NET-CHANGE-IN-ASSETS>        38,496        
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     23,065        
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         14,634        
 
<INTEREST-EXPENSE>            6             
 
<GROSS-EXPENSE>               20,693        
 
<AVERAGE-NET-ASSETS>          1,907,097     
 
<PER-SHARE-NAV-BEGIN>         26.370        
 
<PER-SHARE-NII>               (.170)        
 
<PER-SHARE-GAIN-APPREC>       3.790         
 
<PER-SHARE-DIVIDEND>          0             
 
<PER-SHARE-DISTRIBUTIONS>     .320          
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           29.680        
 
<EXPENSE-RATIO>               109           
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000707823
<NAME> Fidelity Mt. Vernon Street Trust
<SERIES>
 <NUMBER> 3
 <NAME> Fidelity New Millenium Fund
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             NOV-30-1997   
 
<PERIOD-END>                  NOV-30-1997   
 
<INVESTMENTS-AT-COST>         1,248,358     
 
<INVESTMENTS-AT-VALUE>        1,526,099     
 
<RECEIVABLES>                 30,879        
 
<ASSETS-OTHER>                0             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                1,556,978     
 
<PAYABLE-FOR-SECURITIES>      23,705        
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     3,587         
 
<TOTAL-LIABILITIES>           27,292        
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      1,032,498     
 
<SHARES-COMMON-STOCK>         62,496        
 
<SHARES-COMMON-PRIOR>         60,920        
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       219,448       
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      277,740       
 
<NET-ASSETS>                  1,529,686     
 
<DIVIDEND-INCOME>             7,496         
 
<INTEREST-INCOME>             4,117         
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                13,507        
 
<NET-INVESTMENT-INCOME>       (1,894)       
 
<REALIZED-GAINS-CURRENT>      223,001       
 
<APPREC-INCREASE-CURRENT>     28,072        
 
<NET-CHANGE-FROM-OPS>         249,179       
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     0             
 
<DISTRIBUTIONS-OF-GAINS>      33,239        
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       31,323        
 
<NUMBER-OF-SHARES-REDEEMED>   31,384        
 
<SHARES-REINVESTED>           1,637         
 
<NET-CHANGE-IN-ASSETS>        263,142       
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     49,080        
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         10,588        
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               14,163        
 
<AVERAGE-NET-ASSETS>          1,437,863     
 
<PER-SHARE-NAV-BEGIN>         20.790        
 
<PER-SHARE-NII>               (.030)        
 
<PER-SHARE-GAIN-APPREC>       4.270         
 
<PER-SHARE-DIVIDEND>          0             
 
<PER-SHARE-DISTRIBUTIONS>     .550          
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           24.480        
 
<EXPENSE-RATIO>               99            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        



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