FIDELITY MT VERNON STREET TRUST, N-30D, 1999-07-20

FIDELITY MT VERNON STREET TRUST
N-30D, 1999-07-20

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FIDELITY
AGGRESSIVE GROWTH
FUND
(FORMERLY FIDELITY EMERGING GROWTH FUND)

SEMIANNUAL REPORT
MAY 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

FUND TALK 6 The manager's review of fund
performance, strategy and
outlook.

INVESTMENT CHANGES 9 A summary of major shifts in
the fund's investments over
the past six months.

INVESTMENTS 10 A complete list of the fund's
investments with their
market values.

FINANCIAL STATEMENTS 20 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 24 Footnotes to the financial
statements.

Third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION
OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS
IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY,
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-8888 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

After its first-ever close above 11,000 on the first trading day of
May, the Dow Jones Industrial Average dropped over 450 points by
month's end. The Federal Reserve Board's shift in bias toward raising
rates to ward off inflation contributed to the decline. Government
securities followed a similar path during May, as expectations of an
eventual boost in interest rates drove the price of the bellwether
30-year Treasury consistently downwards.

While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.

First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation.

Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that an investment in a money market fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although money market funds seek to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in these types of funds.

Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.

If you have questions, please call us at 1-800-544-8888, or visit our
web site at www.fidelity.com. We are available 24 hours a day, seven
days a week to provide you the information you need to make the
investments that are right for you.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

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

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CUMULATIVE TOTAL RETURNS

PERIODS ENDED MAY 31, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY AGGRESSIVE GROWTH 38.93% 55.73% 251.71% 618.36%

Russell Midcap Growth 17.79% 15.64% 145.23% n/a

Mid-Cap Funds Average 16.23% 9.80% 124.83% n/a

</TABLE>

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or since the fund started on December 28, 1990. For example, if
you had invested $1,000 in a fund that had a 5% return over the past
year, the value of your investment would be $1,050. You can compare
the fund's returns to the performance of the Russell Midcap Growth
Index - a market capitalization-weighted index of U.S. domiciled
medium-capitalization growth oriented stocks. To measure how the
fund's performance stacked up against its peers, you can compare it to
the mid-cap funds average, which reflects the performance of mutual
funds with similar objectives tracked by Lipper Inc. The past six
months average represents a peer group of 390 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED MAY 31, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY AGGRESSIVE GROWTH 55.73% 28.60% 26.36%

Russell Midcap Growth 15.64% 19.65% n/a

Mid-Cap Funds Average 9.80% 17.27% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a different figure than that
obtained by averaging the cumulative total returns and annualizing the
result.)

$10,000 OVER LIFE OF FUND
Fidelity Emerging Mar Russell MidCap
00324 RS012
1990/12/31 10000.00 10000.00
1991/01/31 11481.11 10749.93
1991/02/28 12097.42 11696.15
1991/03/31 12962.23 12307.38
1991/04/30 12892.64 12198.06
1991/05/31 13767.40 12814.58
1991/06/30 12803.18 12116.37
1991/07/31 14095.43 12727.59
1991/08/31 15009.94 13125.48
1991/09/30 15119.28 13110.20
1991/10/31 15337.97 13404.64
1991/11/30 14721.67 12962.09
1991/12/31 16709.92 14702.91
1992/01/31 16760.18 14833.38
1992/02/29 16503.44 14865.71
1992/03/31 15445.65 14255.07
1992/04/30 14983.52 13982.37
1992/05/31 15168.37 14009.40
1992/06/30 14408.41 13592.71
1992/07/31 15106.75 14198.65
1992/08/31 14634.35 14012.93
1992/09/30 15096.48 14319.72
1992/10/31 16144.00 14751.10
1992/11/30 17376.36 15683.22
1992/12/31 18106.25 15983.54
1993/01/31 18682.87 16172.20
1993/02/28 17961.44 15674.40
1993/03/31 18481.29 16128.12
1993/04/30 18343.37 15465.77
1993/05/31 19945.37 16195.71
1993/06/30 20146.94 16129.30
1993/07/31 20072.68 16078.17
1993/08/31 20847.15 17013.22
1993/09/30 21176.04 17216.57
1993/10/31 21685.28 17493.98
1993/11/30 20825.94 17087.28
1993/12/31 21705.02 17772.55
1994/01/31 22337.92 18229.80
1994/02/28 22210.71 18073.46
1994/03/31 21027.67 17221.28
1994/04/30 21116.71 17179.55
1994/05/31 20302.58 17204.82
1994/06/30 18877.83 16464.30
1994/07/31 19590.21 16920.36
1994/08/31 21027.67 17930.06
1994/09/30 20925.90 17633.85
1994/10/31 21930.85 17938.88
1994/11/30 21091.27 17147.81
1994/12/31 21666.26 17388.19
1995/01/31 21092.41 17597.41
1995/02/28 22074.34 18533.65
1995/03/31 23005.26 19268.29
1995/04/30 23783.15 19430.50
1995/05/31 24765.09 19908.90
1995/06/30 27506.84 20815.16
1995/07/31 30745.94 22125.18
1995/08/31 31179.52 22367.32
1995/09/30 31906.41 22865.12
1995/10/31 31523.84 22287.39
1995/11/30 31128.51 23283.57
1995/12/31 29453.73 23296.50
1996/01/31 29857.03 23707.90
1996/02/29 31648.72 24604.76
1996/03/31 31648.72 24798.12
1996/04/30 33667.71 25996.47
1996/05/31 34978.05 26527.18
1996/06/30 33640.97 25725.54
1996/07/31 30338.38 23728.47
1996/08/31 31621.98 25010.87
1996/09/30 34322.88 26599.47
1996/10/31 33440.41 26287.98
1996/11/30 35258.84 27836.61
1996/12/31 34107.09 27367.62
1997/01/31 36476.58 28578.31
1997/02/28 34608.07 27949.21
1997/03/31 32373.98 26369.87
1997/04/30 33105.13 27015.73
1997/05/31 36192.24 29436.66
1997/06/30 37221.27 30251.30
1997/07/31 41025.99 33146.83
1997/08/31 40538.56 32823.19
1997/09/30 43056.98 34484.48
1997/10/31 39820.94 32757.87
1997/11/30 40186.52 33102.23
1997/12/31 40740.26 33536.80
1998/01/31 40483.71 32932.97
1998/02/28 44356.52 36029.32
1998/03/31 46886.75 37539.50
1998/04/30 47644.10 38049.28
1998/05/31 45854.00 36484.15
1998/06/30 50535.79 37516.46
1998/07/31 50983.32 35909.37
1998/08/31 41120.57 29055.85
1998/09/30 46301.53 31253.77
1998/10/31 47850.65 33554.87
1998/11/30 51396.41 35818.30
1998/12/31 58372.63 39527.78
1999/01/31 64719.13 40712.88
1999/02/28 61168.50 38721.84
1999/03/31 69772.67 40878.31
1999/04/30 74638.34 42740.96
1999/05/31 71407.08 42191.11

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Aggressive Growth Fund on December 31, 1990,
shortly after the fund started. As the chart shows, by May 31, 1999,
the value of the investment would have grown to $71,407 - a 614.07%
increase on the initial investment. For comparison, look at how the
Russell Midcap Growth Index did over the same period. With dividends
and capital gains, if any, reinvested, the same $10,000 would have
grown to $42,191 - a 321.91% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
long-term growth and
short-term volatility. In turn, the
share price and return of a
fund that invests in stocks will
vary. That means if you sell
your shares during a market
downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

With the Federal Reserve Board's
shift in bias toward raising interest
rates to combat inflation, U.S.
equity markets stalled - at least
temporarily - toward the tail end
of the six-month period ending May
31, 1999. Just six months earlier, it
was the Fed's willingness to lower
rates that helped U.S. stock markets
shrug off the ill effects of worldwide
economic doldrums, spurring a
continuation of their bullish
performance into the spring. For the
six-month period, the Dow Jones
Industrial Average - an index of
30 blue-chip stocks - returned
16.75%. The tech-heavy NASDAQ
Index rose 26.93% for the period,
while the Standard & Poor's 500
Index - a popular performance
measure of U.S. stock markets -
returned 12.61%. For the month of
May itself, however, the returns for
all three indexes were in negative
territory, testament to the inflation
concerns of anxious investors. The
later stages of the period also were
characterized by a rotation out of
the recently favored large-cap growth
stocks, and into the smaller,
economically sensitive cyclical and
value stocks. What's more, the
previously beleaguered Russell
2000 Index - a popular
performance measure of
small-capitalization stocks -
demonstrated renewed strength,
soundly outperforming the S&P 500
during the last three months of the
period by a count of 12.28% to
5.48%.

(photograph of Erin Sullivan)

An interview with Erin Sullivan, Portfolio Manager of Fidelity
Aggressive Growth Fund

Q. HOW DID THE FUND PERFORM, ERIN?

A. It did very well. For the six-month period that ended May 31, 1999,
the fund had a total return of 38.93%. In comparison, the mid-cap
funds average as measured by Lipper Inc. returned 16.23%, while the
Russell Midcap Growth Index produced a return of 17.79%. For the 12
months that ended May 31, 1999, the fund posted a total return of
55.73%, while the Lipper average and Russell index returned 9.80% and
15.64%, respectively.

Q. THE FUND PERFORMED EXTREMELY WELL AGAINST BOTH ITS PEER GROUP AND
ITS BENCHMARK. TO WHAT DO YOU ATTRIBUTE THIS STRONG SHOWING?

A. Much of the fund's success can be attributed to its substantial
overweighting in technology and utilities relative to its benchmark.
Specifically, I broadened its exposure to many of the faster-growing
names in the world of the Internet and telecommunications, which
boosted performance as growing demand for increased bandwidth and
end-to-end network solutions pervaded the marketplace during the
period. Favorable stock selection, most notably in the otherwise
underperforming health care sector over the past six months, also
boosted relative performance.

Q. HOW DID YOU APPROACH THE MARKET'S ROTATION AWAY FROM GROWTH STOCKS
INTO CYCLICAL HOLDINGS AND VALUE INVESTMENTS LATE IN THE PERIOD?

A. The fund was hurt by the market's shift in sentiment away from
growth stocks over the last two months of the period. This situation
placed even more importance on individual security selection and
fundamental research. As a rule, I will stick to the companies that
have superior long-term earnings growth potential rather than relying
on a cyclical, or economically sensitive, bet. It's tough to beat
earnings growth as an indication of stock appreciation over long
periods of time.

Q. WHAT STOCKS LIFTED PERFORMANCE?

A. Shares of RealNetworks - a software provider enabling the delivery
of video content over the Internet - soared in response to the growing
popularity of multimedia and entertainment on the Internet. America
Online (AOL) benefited from strong subscriber growth, robust
advertising sales and margin improvement. Qwest Communications, a
multimedia communications services provider, was also a strong
performer, capitalizing on the growing need for bandwidth and enjoying
wins in key service contracts, including the U.S. Treasury department.
The fund's largest holding, Exodus Communications, a provider of
Internet systems and network management solutions, rallied in response
to strong revenue growth and plans to further expand its
infrastructure throughout the U.S.

Q. WHICH HOLDINGS DETRACTED FROM PERFORMANCE?

A. Ingram Micro, a supplier of computer hardware, faced slackened
earnings due to competitive pricing pressure in the industry and
shifts and disruptions in the distribution channel. The fund no longer
owns Ingram Micro. PSINet, a high-speed Internet access provider,
suffered toward the end of the period as increasing interest rates
pressured high-valuation stocks, especially Internet-related companies
currently generating losses. Drug store chain CVS tumbled in response
to an industry-wide sell-off over concerns about the potential loss of
sales to start-up Internet drugstore providers.

Q. WHAT'S YOUR OUTLOOK?

A. I am optimistic. I feel that there are still a lot of exciting
opportunities out there, especially given the strong growth forecast
for communications over the next several years. Overall, I expect that
volatility will remain high given the expected increase in interest
rates and the fact that the fund will continue to own stocks with high
relative valuations. Technology stocks will not be immune from this
volatility, as a cloud of uncertainty will undoubtedly continue to
hover over the Year 2000 changeover. Notwithstanding, I will continue
to work hard trying to find those companies that will be the fastest
growers irrespective of market conditions.

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER AND DO NOT NECESSARILY REPRESENT THE VIEWS OF FIDELITY OR
ANY OTHER PERSON IN THE FIDELITY ORGANIZATION. ANY SUCH VIEWS ARE
SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS
AND FIDELITY DISCLAIMS ANY RESPONSIBILITY TO UPDATE SUCH VIEWS. THESE
VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND, BECAUSE
INVESTMENT DECISIONS FOR A FIDELITY FUND ARE BASED ON NUMEROUS
FACTORS, MAY NOT BE RELIED ON AS AN INDICATION OF TRADING INTENT ON
BEHALF OF ANY FIDELITY FUND.

(checkmark)FUND FACTS

GOAL: to increase the value of
the fund's shares by investing
in stocks of companies that
offer the potential for
accelerated growth

FUND NUMBER: 324

TRADING SYMBOL: FDEGX

START DATE: December 28,
1990

SIZE: as of May 31, 1999,
more than $5.1 billion

MANAGER: Erin Sullivan, since
1997; manager, Fidelity
Select Software and
Computer Services Portfolio,
1997; Fidelity Select
Retailing Portfolio,
1995-1997; joined Fidelity
in 1991

ERIN SULLIVAN DISCUSSES
TRENDS IN TECHNOLOGY:

"One of the big productivity
enhancers technology offers today
is the Internet, which creates
large, efficient marketplaces by
allowing buyers and sellers
worldwide to come together
equipped with up-to-date
information on product features,
prices and availability. This is
changing existing business
models as well as creating entirely
new models.

"One important advantage of the
Internet lies in how it responds to
the question of scale. The Web has
made it possible for smaller
companies to enter markets
previously unavailable to them
because they didn't have the
numbers in terms of personnel to
support the business. Without
barriers to entry, these companies
gain direct access to large pools of
customers, who they can
communicate with frequently via
the Internet as they focus on
brand building, and strive to win
market share at the expense of
their traditional large-company
counterparts. The Internet and its
profound impact on how people
communicate and how companies
transact business is what's driving
technology today.

"As a technology investor, it is
crucial that I stay on top of trends.
The Internet has made this a more
formidable task by changing the
time frame in which trends develop.
In the past, product cycles and
market-share gains would take
years to materialize. Today, they
can happen in months, or even
weeks. The emergence of this
brave new world presents many
new challenges and opportunities."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF MAY 31,
1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE STOCKS 6 MONTHS AGO

Exodus Communications, Inc. 5.8 0.0

Qwest Communications 2.9 2.5
International, Inc.

CVS Corp. 2.3 4.7

MCI WorldCom, Inc. 2.3 4.2

QUALCOMM, Inc. 1.9 0.0

Amgen, Inc. 1.9 0.3

Metromedia Fiber Network, 1.9 0.5
Inc. Class A

Biogen, Inc. 1.8 1.3

Comcast Corp. Class A (special) 1.7 0.8

Tyco International Ltd. 1.7 0.7

TOP FIVE MARKET SECTORS AS OF
MAY 31, 1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE MARKET SECTORS 6
MONTHS AGO

TECHNOLOGY 33.1 37.1

HEALTH 14.8 19.1

MEDIA & LEISURE 14.3 8.7

UTILITIES 14.1 7.4

RETAIL & WHOLESALE 5.3 11.4

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF MAY 31, 1999 *

Stocks 95.2%

Short-Term Investments 4.8%

* FOREIGN INVESTMENTS 1.9%

Row: 1, Col: 1, Value: 95.2
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 4.8

AS OF NOVEMBER 30, 1998 **

Stocks 96.6%

Short-Term Investments 3.4%

** FOREIGN INVESTMENTS 3.9%

Row: 1, Col: 1, Value: 96.59999999999999
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 3.4

INVESTMENTS MAY 31, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 95.2%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 0.1%

SHIP BUILDING & REPAIR - 0.1%

General Dynamics Corp. 80,000 $ 5,260

BASIC INDUSTRIES - 0.1%

METALS & MINING - 0.1%

Commscope, Inc. (a) 200,000 5,250

CONSTRUCTION & REAL ESTATE -
0.0%

BUILDING MATERIALS - 0.0%

Masco Corp. 70,300 2,008

DURABLES - 1.3%

AUTOS, TIRES, & ACCESSORIES -
0.1%

Pep Boys-Manny, Moe & Jack 211,500 3,992

CONSUMER ELECTRONICS - 0.7%

Gemstar International Group 600,000 37,088
Ltd. (a)

TEXTILES & APPAREL - 0.5%

NIKE, Inc. Class B 400,000 24,375

TOTAL DURABLES 65,455

ENERGY - 4.0%

ENERGY SERVICES - 1.3%

Baker Hughes, Inc. 500,000 15,563

BJ Services Co. (a) 250,000 6,891

ENSCO International, Inc. 400,000 7,100

Global Marine, Inc. (a) 300,000 4,219

Halliburton Co. 219,800 9,094

Noble Drilling Corp. (a) 100,000 1,813

Schlumberger Ltd. 380,000 22,871

Transocean Offshore, Inc. 150,000 3,694

71,245

OIL & GAS - 2.7%

Anadarko Petroleum Corp. 250,000 9,375

Apache Corp. 500,000 18,000

Conoco, Inc. Class A 245,000 6,646

Cooper Cameron Corp. (a) 42,900 1,552

Enron Oil & Gas Co. 700,000 13,344

Exxon Corp. 300,000 23,963

Mobil Corp. 200,000 20,250

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Noble Affiliates, Inc. 90,000 $ 2,385

Nuevo Energy Co. (a) 200,000 3,050

Santa Fe Snyder Corp. (a) 920,000 7,820

Tosco Corp. 29,200 746

Union Pacific Resources 100,000 1,394
Group, Inc.

USX-Marathon Group 500,000 14,969

Vastar Resources, Inc. 200,000 11,000

Weatherford International, 150,000 4,950
Inc. (a)

139,444

TOTAL ENERGY 210,689

FINANCE - 2.6%

BANKS - 0.3%

Comerica, Inc. 250,000 15,109

CREDIT & OTHER FINANCE - 0.7%

Associates First Capital 482,000 19,762
Corp. Class A

Providian Financial Corp. 200,050 19,192

38,954

FEDERAL SPONSORED CREDIT - 1.0%

Fannie Mae 650,000 44,200

Freddie Mac 100,000 5,831

50,031

INSURANCE - 0.6%

AFLAC, Inc. 200,000 10,200

American Bankers Insurance 100,000 5,363
Group, Inc.

American International Group, 121,000 13,832
Inc.

29,395

TOTAL FINANCE 133,489

HEALTH - 14.8%

DRUGS & PHARMACEUTICALS - 9.2%

Allergan, Inc. 450,000 41,850

Amgen, Inc. (a) 1,600,000 101,200

Aviron (a) 50,000 1,081

Biogen, Inc. (a) 850,000 92,756

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Centocor, Inc. (a) 300,000 $ 13,031

Chiron Corp. (a) 200,000 4,225

Forest Laboratories, Inc. (a) 499,000 23,765

Genentech, Inc. (special) (a) 250,000 21,891

Genzyme Corp. (General 225,000 9,127
Division)

IDEC Pharmaceuticals Corp. (a) 215,300 10,859

Immunex Corp. (a) 650,000 85,231

Lilly (Eli) & Co. 168,500 12,037

Medimmune, Inc. (a) 662,376 42,144

PE Corp.:

(Biosystems Group) 80,900 9,036

(Celera Genomics Group) (a) 40,450 688

Schering-Plough Corp. 190,000 8,562

477,483

MEDICAL EQUIPMENT & SUPPLIES
- - 5.4%

Abbott Laboratories 250,000 11,297

Biomet, Inc. 300,000 11,981

Boston Scientific Corp. (a) 1,446,200 54,865

Cardinal Health, Inc. 450,000 27,169

Guidant Corp. 188,000 9,400

Johnson & Johnson 650,000 60,206

Medtronic, Inc. 466,173 33,098

Millipore Corp. 400,000 13,350

MiniMed, Inc. (a) 38,600 2,280

Pall Corp. 430,000 8,627

Perclose, Inc. (a) 100,000 3,938

Resmed, Inc. (a) 100,000 2,806

St. Jude Medical, Inc. (a) 652,000 22,046

Stryker Corp. 100,000 5,950

U.S. Surgical Corp. rights 54 0
6/30/00 (a)

VISX, Inc. (a) 300,000 15,581

282,594

MEDICAL FACILITIES MANAGEMENT
- - 0.2%

Express Scripts, Inc. Class A 158,900 11,143
(a)

TOTAL HEALTH 771,220

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.7%

ELECTRICAL EQUIPMENT - 0.8%

ANTEC Corp. (a) 100,000 $ 2,931

General Instrument Corp. (a) 500,000 19,344

Omnipoint Corp. (a) 300,000 5,231

Scientific-Atlanta, Inc. 300,000 10,594

38,100

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.9%

PRI Automation, Inc. (a) 502,980 12,323

Tyco International Ltd. 1,007,363 88,018

100,341

TOTAL INDUSTRIAL MACHINERY & 138,441
EQUIPMENT

MEDIA & LEISURE - 14.3%

BROADCASTING - 11.2%

AT&T Corp. (Liberty Media 800,000 53,150
Group) Class A (a)

Cablevision Systems Corp. 220,000 17,353
Class A (a)

CBS Corp. (a) 132,900 5,549

Chancellor Media Corp. (a) 50,000 2,541

Clear Channel Communications, 500,000 33,031
Inc. (a)

Comcast Corp. Class A 2,300,000 88,550
(special)

Cox Communications, Inc. 1,200,000 46,875
Class A (a)

Entercom Communications Corp. 300,000 9,788
(a)

Heftel Broadcasting Corp. 180,000 11,183
Class A (a)

Infinity Broadcasting Corp. 467,000 11,938
Class A (a)

MediaOne Group, Inc. 1,110,000 82,001

NTL, Inc. (a) 525,500 49,627

TeleWest Communications PLC 1,600,000 6,875
(a)

TeleWest Communications PLC 150,000 6,488
sponsored ADR (a)

Time Warner, Inc. 1,031,171 70,184

United Pan-Europe 400,000 24,511
Communications NV (a)

Univision Communications, 528,600 31,353
Inc. Class A (a)

USA Networks, Inc. (a) 389,400 15,576

Westwood One, Inc. (a) 510,000 17,723

584,296

ENTERTAINMENT - 1.5%

Fox Entertainment Group, Inc. 300,000 7,650
(a)

King World Productions, Inc. 1,000,000 33,375
(a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

ENTERTAINMENT - CONTINUED

Pixar (a) 50,000 $ 1,975

Premier Parks, Inc. (a) 116,400 4,147

Viacom, Inc. Class B 800,000 30,800
(non-vtg.) (a)

77,947

PUBLISHING - 0.3%

Reader's Digest Association, 467,500 17,122
Inc. Class A (non-vtg.)

RESTAURANTS - 1.3%

Outback Steakhouse, Inc. (a) 750,000 26,906

Starbucks Corp. (a) 300,000 11,156

Tricon Global Restaurants, 500,000 29,125
Inc. (a)

67,187

TOTAL MEDIA & LEISURE 746,552

NONDURABLES - 0.1%

HOUSEHOLD PRODUCTS - 0.1%

Church & Dwight Co., Inc. 90,400 3,859

RETAIL & WHOLESALE - 5.3%

APPAREL STORES - 0.3%

Payless ShoeSource, Inc. (a) 200,000 10,300

Ross Stores, Inc. 100,000 4,594

14,894

DRUG STORES - 2.3%

CVS Corp. 2,583,996 118,864

GENERAL MERCHANDISE STORES -
0.6%

Ames Department Stores, Inc. 100,000 4,100
(a)

Consolidated Stores Corp. (a) 250,000 8,594

Dayton Hudson Corp. 200,000 12,600

Penney (J.C.) Co., Inc. 150,000 7,753

33,047

GROCERY STORES - 1.5%

Kroger Co. (a) 690,000 40,408

Safeway, Inc. (a) 869,200 40,418

80,826

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.6%

Office Depot, Inc. (a) 850,000 17,744

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - CONTINUED

Tandy Corp. 100,000 $ 8,250

Williams-Sonoma, Inc. (a) 100,000 2,981

28,975

TOTAL RETAIL & WHOLESALE 276,606

SERVICES - 2.7%

ADVERTISING - 2.1%

DoubleClick, Inc. (a) 100,000 9,744

Interpublic Group of 200,000 15,150
Companies, Inc.

Lamar Advertising Co. Class A 9,300 317
(a)

Omnicom Group, Inc. 608,200 42,574

Outdoor Systems, Inc. (a) 875,000 26,195

TMP Worldwide, Inc. (a) 300,000 14,644

108,624

SERVICES - 0.6%

Abacus Direct Corp. (a) 77,500 5,701

ACNielsen Corp. (a) 16,200 457

CheckFree Holdings Corp. (a) 350,000 16,472

First Consulting Group, Inc. 44,900 505
(a)

Modem Media . Poppe Tyson, 250,400 6,651
Inc. (a)

29,786

TOTAL SERVICES 138,410

TECHNOLOGY - 33.1%

COMMUNICATIONS EQUIPMENT - 3.6%

3Com Corp. (a) 400,000 10,925

ADC Telecommunications, Inc. 240,900 11,774
(a)

Ciena Corp. (a) 400,000 11,500

Cisco Systems, Inc. (a) 620,000 67,580

DSP Communications, Inc. (a) 400,000 12,300

Inet Technologies, Inc. 202,500 3,455

Newbridge Networks Corp. (a) 457,400 12,622

Tellabs, Inc. (a) 1,000,000 58,500

188,656

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - 20.6%

About.com, Inc. 288,500 $ 11,937

AboveNet Communications, Inc. 390,000 12,968
(a)

AdForce, Inc. (a) 401,200 11,635

Affymetrix, Inc. (a) 50,000 1,756

America Online, Inc. 528,400 63,078

Bottomline Technologies, Inc. 700 29
(a)

Brocade Communications 185,800 11,984
Systems, Inc.

CBT Group PLC sponsored ADR 200,000 3,050
(a)

Check Point Software 150,000 6,638
Technologies Ltd. (a)

CMGI, Inc. (a) 700,000 72,538

Concentric Network Corp. (a) 1,400,000 45,238

Critical Path, Inc. (a) 150,900 8,045

CSG Systems International, 54,700 1,747
Inc. (a)

Earthlink Network, Inc. (a) 100,000 5,350

eBay, Inc. (a) 50,000 8,859

Excite, Inc. (a) 616,000 81,928

Exodus Communications, Inc. 4,054,800 304,092
(a)(c)

First Data Corp. 150,000 6,741

GeoTel Communications Corp. 600,000 33,300
(a)

IMS Health, Inc. 300,000 7,388

InfoSpace.com, Inc. (a) 200,000 9,400

Inktomi Corp. (a) 100,000 10,300

International Business 200,000 23,263
Machines Corp.

International Network 242,500 9,063
Services (a)

Intuit, Inc. (a) 979,400 79,699

Legato Systems, Inc. (a) 144,200 7,895

MindSpring Enterprises, Inc. 100,000 7,400
(a)

Pacific Internet Ltd. (a) 500 23

Proxicom, Inc. (a) 100,000 2,075

PSINet, Inc. (a) 1,799,600 80,082

QRS Corp. (a) 100,000 7,400

RealNetworks, Inc. (a) 290,000 20,554

Scient Corp. 200,700 10,060

Sportsline USA, Inc. (a) 500,000 18,594

Verio, Inc. (a) 830,000 45,028

VeriSign, Inc. (a) 118,600 14,054

Xoom.com, Inc. (a) 650,000 29,900

1,073,091

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - 3.9%

Adaptec, Inc. (a) 1,000,000 $ 30,875

Computer Network Technology 200,000 5,050
Corp. (a)

Comverse Technology, Inc. (a) 440,100 29,734

Data General Corp. (a) 300,000 3,938

EMC Corp. (a) 100,000 9,963

Emulex Corp. (a) 50,000 3,938

Extreme Networks, Inc. (a) 202,300 8,623

Fore Systems, Inc. (a) 200,000 6,875

Hewlett-Packard Co. 200,000 18,863

MMC Networks, Inc. (a) 50,000 1,394

Network Appliance, Inc. (a) 849,400 40,055

Proxim, Inc. (a) 100,000 3,850

Redback Networks, Inc. 277,800 30,419

Sun Microsystems, Inc. (a) 200,000 11,950

205,527

ELECTRONIC INSTRUMENTS - 0.3%

Beckman Coulter, Inc. 100,000 5,075

Optical Coating Laboratories, 150,000 9,731
Inc.

14,806

ELECTRONICS - 4.7%

Altera Corp. (a) 800,000 27,850

Analog Devices, Inc. (a) 200,000 7,688

Linear Technology Corp. 500,000 26,500

Maker Communications, Inc. 100,000 2,288

Maxim Integrated Products, 350,000 18,703
Inc. (a)

Motorola, Inc. 200,000 16,563

PMC-Sierra, Inc. (a) 500,000 24,281

Power Integrations, Inc. (a) 50,000 2,428

QLogic Corp. (a) 250,000 27,438

Rambus, Inc. (a) 80,200 6,216

SDL, Inc. (a) 100,000 9,300

Texas Instruments, Inc. 315,000 34,453

Transwitch Corp. (a) 200,000 9,250

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Vitesse Semiconductor Corp. 61,800 $ 3,395
(a)

Xilinx, Inc. (a) 600,000 26,663

243,016

TOTAL TECHNOLOGY 1,725,096

TRANSPORTATION - 0.0%

TRUCKING & FREIGHT - 0.0%

Expeditors International of 50,000 2,781
Washington, Inc.

UTILITIES - 14.1%

CELLULAR - 3.1%

ALLTEL Corp. 120,000 8,603

Nextel Communications, Inc. 300,000 11,063
Class A (a)

Powertel, Inc. (a) 300,000 7,500

QUALCOMM, Inc. 1,042,000 101,335

SkyTel Communications, Inc. 300,000 6,094
(a)

Sprint Corp. Series 1 (PCS 200,000 9,000
Group) (a)

VoiceStream Wireless Corp. (a) 350,000 9,559

Western Wireless Corp. Class 350,000 8,575
A (a)

161,729

GAS - 0.9%

Williams Companies, Inc. 850,000 44,041

TELEPHONE SERVICES - 10.1%

AT&T Corp. 814,158 45,186

CAIS Internet, Inc. 202,400 2,631

Covad Communications Group, 152,550 7,761
Inc. (a)

ESAT Telecom Group PLC 160,000 5,920
sponsored ADR (a)

Frontier Corp. 100,000 5,263

Global Crossing Ltd. (a) 232,200 11,015

Intermedia Communications, 600,000 15,188
Inc. (a)

MCI WorldCom, Inc. (a) 1,360,849 117,543

Metromedia Fiber Network, 2,400,000 96,900
Inc. Class A (a)

MGC Communications, Inc. (a) 400,000 10,975

Qwest Communications 3,525,162 149,599
International, Inc. (a)

Sprint Corp. (FON Group) 500,000 56,375

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Time Warner Telecom, Inc. 3,700 $ 95

WinStar Communications, Inc. 46,100 2,279
(a)

526,730

TOTAL UTILITIES 732,500

TOTAL COMMON STOCKS 4,957,616
(Cost $4,266,935)

CASH EQUIVALENTS - 4.8%

Taxable Central Cash Fund (b) 248,488,914 248,489
(Cost $248,489)

TOTAL INVESTMENT IN $ 5,206,105
SECURITIES - 100%
(Cost $4,515,424)

</TABLE>

LEGEND

(a) Non-income producing

(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.82%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.

INCOME TAX INFORMATION

At May 31, 1999, the aggregate cost of investment securities for
income tax purposes was $4,519,537,000. Net unrealized appreciation
aggregated $686,568,000, of which $894,479,000 related to appreciated
investment securities and $207,911,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) MAY 31,
1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 5,206,105
value (cost $4,515,424) -
See accompanying schedule

Cash 2

Receivable for investments 64,489
sold

Receivable for fund shares 21,204
sold

Dividends receivable 1,027

Interest receivable 731

Redemption fees receivable 7

Other receivables 1,345

TOTAL ASSETS 5,294,910

LIABILITIES

Payable for investments $ 112,767
purchased

Payable for fund shares 5,390
redeemed

Accrued management fee 3,094

Other payables and accrued 1,400
expenses

TOTAL LIABILITIES 122,651

NET ASSETS $ 5,172,259

Net Assets consist of:

Paid in capital $ 3,648,770

Accumulated net investment (12,481)
(loss)

Accumulated undistributed net 845,290
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 690,680
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 136,071 $ 5,172,259
shares outstanding

NET ASSET VALUE, offering $38.01
price and redemption price
per share ($5,172,259
(divided by) 136,071 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED MAY 31, 1999
(UNAUDITED)

INVESTMENT INCOME $ 3,933
Dividends

Interest 2,918

TOTAL INCOME 6,851

EXPENSES

Management fee Basic fee $ 11,992

Performance adjustment 2,091

Transfer agent fees 4,167

Accounting fees and expenses 444

Non-interested trustees' 12
compensation

Custodian fees and expenses 47

Registration fees 711

Audit 23

Legal 22

Interest 1

Reports to shareholders 297

Miscellaneous 2

Total expenses before 19,809
reductions

Expense reductions (477) 19,332

NET INVESTMENT INCOME (LOSS) (12,481)

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

Investment securities 854,979

Foreign currency transactions 36 855,015

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 173,005

Assets and liabilities in (2) 173,003
foreign currencies

NET GAIN (LOSS) 1,028,018

NET INCREASE (DECREASE) IN $ 1,015,537
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1999 YEAR ENDED NOVEMBER 30,
(UNAUDITED) 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ (12,481) $ (14,588)
income (loss)

Net realized gain (loss) 855,015 282,795

Change in net unrealized 173,003 257,933
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,015,537 526,140
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (235,998) (404,243)
from net realized gains

Share transactions Net 2,048,910 517,086
proceeds from sales of shares

Reinvestment of distributions 230,928 398,240

Cost of shares redeemed (399,185) (504,218)

NET INCREASE (DECREASE) IN 1,880,653 411,108
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 972 383

TOTAL INCREASE (DECREASE) 2,661,164 533,388
IN NET ASSETS

NET ASSETS

Beginning of period 2,511,095 1,977,707

End of period (including $ 5,172,259 $ 2,511,095
accumulated net investment
loss of $12,481 and $0,
respectively)

OTHER INFORMATION
Shares

Sold 55,547 18,826

Issued in reinvestment of 7,624 17,704
distributions

Redeemed (11,204) (19,064)

Net increase (decrease) 51,967 17,466

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

SIX MONTHS ENDED MAY 31, 1999 YEARS ENDED NOVEMBER 30,

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 29.86 $ 29.68 $ 26.37 $ 24.41 $ 16.58 $ 19.63
period

Income from Investment
Operations

Net investment income (loss) (.12) (.18) (.17) (.07) (.14) (.07)
D

Net realized and unrealized 10.98 6.44 3.79 3.10 7.99 .34
gain (loss)

Total from investment 10.86 6.26 3.62 3.03 7.85 .27
operations

Less Distributions

From net realized gain (2.72) (6.08) (.32) (1.08) (.04) (3.33)

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

Net asset value, end of period $ 38.01 $ 29.86 $ 29.68 $ 26.37 $ 24.41 $ 16.58

TOTAL RETURN B, C 38.93% 27.89% 13.98% 13.27% 47.59% 1.27%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 5,172 $ 2,511 $ 1,978 $ 1,939 $ 1,332 $ 611
millions)

Ratio of expenses to average 1.06% A 1.08% 1.09% 1.10% 1.10% 1.04%
net assets

Ratio of expenses to average 1.04% A, E 1.05% E 1.05% E 1.09% E 1.09% E 1.02% E
net assets after expense
reductions

Ratio of net investment (.67)% A (.67)% (.60)% (.31)% (.66)% (.41)%
income (loss) to average net
assets

Portfolio turnover rate 218% A 199% 212% 105% 102% 180%

</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 FORMER 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 FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.

NOTES TO FINANCIAL STATEMENTS
For the period ended May 31, 1999 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity Aggressive Growth Fund (the fund) (formerly Fidelity Emerging
Growth Fund) is a fund of Fidelity Mt. Vernon Street Trust (the trust)
and is authorized to issue an unlimited number of shares. The trust is
registered under the Investment Company Act of 1940, as amended, as an
open-end management investment company organized as a Massachusetts
business trust. The financial statements have been prepared in
conformity with generally accepted accounting principles which require
management to make certain estimates and assumptions at the date of
the financial statements. The following summarizes the significant
accounting policies of the fund:

SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities for which exchange
quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value as determined in
good faith under consistently applied procedures under the general
supervision of the Board of Trustees. Short-term securities with
remaining maturities of sixty days or less for which quotations are
not readily available are valued at amortized cost or original cost
plus accrued interest, both of which approximate current value.

FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.

Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
and settlement date on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.

INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."

INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

accrued as earned. Investment income is recorded net of foreign taxes
withheld where recovery of such taxes is uncertain.

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.

DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (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
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, foreign currency transactions,
passive foreign investment companies (PFIC), net operating losses and
losses deferred due to wash sales. The fund also utilized earnings and
profits distributed to shareholders on redemption of shares as a part
of the dividends paid deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Accumulated net investment loss and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences that will reverse
in a subsequent period. Any taxable income or gain remaining at fiscal
year end is distributed in the following year.

SHORT-TERM TRADING (REDEMPTION) FEES. Shares held in the fund less
than 90 days are subject to a short-term trading fee equal to .75% of
the proceeds of the redeemed shares. The fee, which is retained by the
fund, is accounted for as an addition to paid in capital.

SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.

2. OPERATING POLICIES.

FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.

REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.

TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $5,434,071,000 and $3,948,965,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .35%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

annualized rate of .76% of average net assets after the performance
adjustment.

TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annualized rate of .22% of average net assets.

ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.

BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $183,000 for the
period.

5. BANK BORROWINGS.

The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. The interest
rate on the borrowings is the bank's base rate, as revised from time
to time. The average daily loan balance during the period for which
the loan was outstanding amounted to $7,296,000. The weighted average
interest rate was 5.25%.

6. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $419,000 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $3,000 and $55,000, respectively, under these arrangements.

7. TRANSACTIONS WITH AFFILIATED COMPANIES.

An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH
AFFILIATED COMPANIES

AMOUNTS IN THOUSANDS AFFILIATE PURCHASE COST SALES COST DIVIDEND INCOME VALUE

Exodus Communications, Inc. $ 139,966 $ - $ - $ 304,092

</TABLE>

MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.

BY PHONE

Fidelity TouchTone Xpress(registered trademark) provides a single
toll-free number to access account balances, positions, quotes and
trading. It's easy to navigate the service, and on your first call,
the system will help you create a personal identification number (PIN)
for security.

(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555

PRESS
1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.

(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM

If you are not currently on the Internet, call EarthLink Sprint at
1-800-288-2967, and be sure to ask for registration number SMD004 to
receive a special Fidelity package that includes 30 days of free
Internet access. EarthLink is North America's #1 independent Internet
access provider.

(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)

Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.

* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD
AND RETURN WILL VARY AND,
EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS MEANS
THAT YOU MAY HAVE A
GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO ASSURANCE THAT
MONEY MARKET FUNDS WILL BE
ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN INVESTMENT IN A MONEY
MARKET FUND IS NOT INSURED
OR GUARANTEED BY THE U.S. GOVERNMENT. TOTAL RETURNS ARE HISTORICAL AND
INCLUDE CHANGES IN SHARE
PRICE, REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS, AND THE EFFECTS OF
ANY SALES CHARGES.

TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

455 Market Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

3 Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

1 West Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

470 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

MICHIGAN

280 North Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

MINNESOTA

7600 France Avenue South
Edina, MN

MISSOURI

700 West 47th Street
Kansas City, MO

8885 Ladue Road
Ladue, MO

200 North Broadway
St. Louis, MO

NEW JERSEY

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 Franklin Avenue
Garden City, NY

999 Walt Whitman Road
Melville, L.I., NY

1271 Avenue of the Americas
New York, NY

71 Broadway
New York, NY

350 Park Avenue
New York, NY

NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

OHIO

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

OREGON

16850 SW 72 Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

TENNESSEE

6150 Poplar Road
Memphis, TN

TEXAS

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

8180 Greensboro Drive
McLean, VA

WASHINGTON

411 108th Avenue, N.E.
Bellevue, WA

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Erin Sullivan, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer

BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

ADVISORY BOARD
J. Gary Burkhead

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

* INDEPENDENT TRUSTEES

FEG-SANN-0799 80187
1.704532.101

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund (registered trademark)
Contrafund(registered trademark) II
Disciplined Equity Fund
Dividend Growth Fund
Export and Multinational Fund
Fidelity FiftySM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium Fund(registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
TechnoQuantSM Growth Fund
Trend Fund
Value Fund

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
TouchTone Xpress (registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY
GROWTH COMPANY
FUND

SEMIANNUAL REPORT
MAY 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

FUND TALK 6 The manager's review of fund
performance, strategy and
outlook.

INVESTMENT CHANGES 9 A summary of major shifts in
the fund's investments over
the past six months.

INVESTMENTS 10 A complete list of the fund's
investments with their
market values.

FINANCIAL STATEMENTS 22 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 26 Footnotes to the financial
statements.

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CUMULATIVE TOTAL RETURNS

PERIODS ENDED MAY 31, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY GROWTH COMPANY 18.42% 28.62% 169.80% 463.96%

Russell 3000 Growth 12.85% 24.16% 214.97% 430.60%

S&P 500 (registered trademark) 12.61% 21.03% 215.95% 426.65%

Growth Funds Average 13.69% 16.23% 156.99% 332.53%

</TABLE>

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or 10 years. For example, if you had invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare the fund's returns to the performance
of the Russell 3000 Growth Index - a market capitalization-weighted
index of U.S. domiciled growth oriented stocks and the performance of
the Standard & Poor's 500 Index - a market capitalization-weighted
index of common stocks. To measure how the fund's performance stacked
up against its peers, you can compare it to the growth funds average,
which reflects the performance of mutual funds with similar objectives
tracked by Lipper Inc. The past six months average represents a peer
group of 1,115 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED MAY 31, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY GROWTH COMPANY 28.62% 21.96% 18.88%

Russell 3000 Growth 24.16% 25.79% 18.16%

S&P 500 21.03% 25.87% 18.07%

Growth Funds Average 16.23% 20.36% 15.36%

$10,000 OVER 10 YEARS
Growth Company Russell 3000 Growth
00025 RS007
1989/05/31 10000.00 10000.00
1989/06/30 9637.14 9912.32
1989/07/31 10282.82 10872.91
1989/08/31 10704.38 11062.33
1989/09/30 11008.54 11118.41
1989/10/31 10896.48 10891.46
1989/11/30 10944.50 11162.45
1989/12/31 11130.97 11365.13
1990/01/31 10283.79 10433.50
1990/02/28 10736.79 10529.33
1990/03/31 11313.35 10953.04
1990/04/30 11148.62 10797.26
1990/05/31 12319.37 11908.33
1990/06/30 12460.56 12032.91
1990/07/31 12072.27 11897.72
1990/08/31 10819.16 10724.47
1990/09/30 9860.20 10122.95
1990/10/31 9907.27 10131.93
1990/11/30 10966.24 10826.62
1990/12/31 11531.02 11216.08
1991/01/31 12831.20 11814.53
1991/02/28 13660.73 12774.71
1991/03/31 14402.01 13299.76
1991/04/30 14272.58 13232.06
1991/05/31 15031.51 13824.81
1991/06/30 14019.61 13152.74
1991/07/31 15131.53 13852.33
1991/08/31 15784.56 14322.74
1991/09/30 15690.43 14099.26
1991/10/31 15655.13 14340.48
1991/11/30 15072.69 13952.45
1991/12/31 17104.00 15888.10
1992/01/31 17296.46 15594.68
1992/02/29 17443.42 15627.31
1992/03/31 16542.50 15171.18
1992/04/30 16223.02 15220.72
1992/05/31 16203.85 15324.31
1992/06/30 15628.80 14905.29
1992/07/31 16184.69 15560.43
1992/08/31 15743.81 15344.29
1992/09/30 15993.00 15537.79
1992/10/31 16855.59 15796.34
1992/11/30 17973.75 16533.86
1992/12/31 18462.54 16717.78
1993/01/31 18910.94 16553.43
1993/02/28 18382.48 16246.76
1993/03/31 19038.04 16566.89
1993/04/30 18830.66 15913.59
1993/05/31 19887.59 16498.58
1993/06/30 19961.17 16360.95
1993/07/31 19640.08 16105.46
1993/08/31 20442.81 16774.87
1993/09/30 21018.10 16706.97
1993/10/31 21305.74 17173.30
1993/11/30 20676.94 17008.14
1993/12/31 21451.55 17335.20
1994/01/31 22147.39 17741.17
1994/02/28 21791.72 17440.00
1994/03/31 20776.60 16576.27
1994/04/30 21021.12 16650.29
1994/05/31 20902.57 16845.83
1994/06/30 19939.32 16328.94
1994/07/31 20398.71 16855.41
1994/08/31 21436.06 17823.75
1994/09/30 21006.30 17611.48
1994/10/31 21687.99 18004.20
1994/11/30 20932.21 17413.49
1994/12/31 20974.37 17717.11
1995/01/31 20743.54 18020.72
1995/02/28 21605.29 18783.52
1995/03/31 22451.65 19333.03
1995/04/30 23421.12 19742.88
1995/05/31 24252.09 20390.27
1995/06/30 26052.53 21236.26
1995/07/31 27991.47 22196.85
1995/08/31 28337.71 22247.21
1995/09/30 29137.90 23212.69
1995/10/31 28976.33 23108.70
1995/11/30 29561.08 24018.92
1995/12/31 29282.94 24195.91
1996/01/31 29992.02 24903.25
1996/02/29 30690.08 25425.04
1996/03/31 30925.47 25504.15
1996/04/30 31883.27 26305.69
1996/05/31 32759.89 27270.56
1996/06/30 32313.46 27112.13
1996/07/31 30332.94 25345.31
1996/08/31 31047.22 26119.12
1996/09/30 33165.74 27964.03
1996/10/31 33311.85 27994.21
1996/11/30 35341.08 29967.58
1996/12/31 34204.34 29490.65
1997/01/31 36210.96 31429.36
1997/02/28 35457.27 31058.87
1997/03/31 33272.42 29332.61
1997/04/30 34517.28 31080.75
1997/05/31 37091.68 33520.67
1997/06/30 38497.44 34844.36
1997/07/31 41800.12 37802.08
1997/08/31 40241.93 35900.64
1997/09/30 42181.20 37779.86
1997/10/31 39750.76 36291.46
1997/11/30 40512.92 37584.58
1997/12/31 40671.75 37966.36
1998/01/31 40993.88 38943.18
1998/02/28 44426.63 41919.10
1998/03/31 45877.49 43598.26
1998/04/30 45649.91 44170.04
1998/05/31 43848.19 42734.60
1998/06/30 46598.18 45156.33
1998/07/31 46626.63 44549.53
1998/08/31 38746.47 37568.53
1998/09/30 42710.26 40524.39
1998/10/31 44986.12 43691.71
1998/11/30 47622.32 47020.01
1998/12/31 51746.65 51260.74
1999/01/31 55035.80 54218.44
1999/02/28 53000.47 51558.93
1999/03/31 56406.33 54212.33
1999/04/30 57050.68 54607.56
1999/05/28 56396.10 53060.13
IMATRL PRASUN SHR__CHT 19990531 19990610 104032 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Growth Company Fund on May 31, 1989. As the chart
shows, by May 31, 1999, the value of the investment would have grown
to $56,396 - a 463.96% increase on the initial investment. For
comparison, look at how the Russell 3000 Growth Index did over the
same period. With dividends and capital gains, if any, reinvested, the
same $10,000 would have grown to $53,060 - a 430.60% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(photograph of Steven Wymer)

An interview with Steven Wymer, Portfolio Manager of Fidelity Growth
Company Fund

Q. HOW DID THE FUND PERFORM, STEVE?

A. Fund performance was strong. For the six months that ended May 31,
1999, the fund returned 18.42%. In comparison, the Russell 3000 Growth
Index returned 12.85% during the same period. The fund also outpaced
the 13.69% return for the growth funds average tracked by Lipper Inc.
For the 12 months that ended May 31, 1999, the fund posted a total
return of 28.62%, beating both the Russell 3000 Growth Index and the
Lipper peer group, which returned 24.16% and 16.23%, respectively.

Q. WHAT WERE THE PRIMARY FACTORS BEHIND THE FUND'S STRONG PERFORMANCE?

A. The two industries that stood out were telecommunications and
health care. The fund was overweighted in both of these sectors
relative to the index, and stock selection within these industries
contributed positively to the fund's performance. The fund's holdings
in emerging long-distance companies, such as Qwest, Level 3 and
Frontier Corp., all performed very well during the period. On the
health care front, the fund increased its existing positions in
smaller-cap pharmaceutical and biotechnology companies, which posted
strong results during the period.

Q. WHY DID YOU OVERWEIGHT TELECOMMUNICATIONS AND BIOTECHNOLOGY
COMPANIES?

A. In light of the looming Year 2000 computer-related concerns, I
moved fund assets out of PC manufacturers and suppliers and into
communications services and equipment companies. Many of the emerging
telecommunications companies I mentioned earlier, along with companies
such as MCI WorldCom, cable operator MediaOne and fiber optic parts
companies, exhibited compelling growth outlooks. Consequently, the
market pushed their stock prices higher. In the health care arena, I
increased the fund's holdings in biotechnology companies such as
Medimmune and Biogen because they offered stronger revenue growth and
more promising investment results than large-cap pharmaceutical
stocks, many of which suffered from the potential loss of patent
protection and increased competition.

Q. WHICH STOCKS DIDN'T WORK OUT AS WELL AS EXPECTED?

A. Sepracor was one of the biggest detractors from performance. The
company, which develops enhanced versions of existing, widely sold
pharmaceuticals, experienced a short-term setback when Johnson &
Johnson pulled out of an existing partnership. CKE Restaurant, Inc.,
which is no longer a fund holding, also hurt performance. The company
was showing signs of turning around its Carl's Jr. and Hardee's
franchises, but unfortunately results weakened, in part due to
stronger execution at McDonald's. Another holding that I sold off
during the period, but that hurt performance, was Rambus, Inc. Shares
of this semiconductor company came under pressure when investors
became concerned about possible delays in their new product launch.

Q. WHAT CHANGES DID YOU MAKE TO THE FUND'S TOP HOLDINGS DURING THE
PERIOD?

A. Dell, Pepsi and Philip Morris dropped out of the fund's top 10
holdings largely because of their weak stock performance. Concerns
about weak product demand hurt shares of Dell and Pepsi. Philip Morris
shares continued to stumble under the weight of ongoing litigation
problems. On the other hand, I added to the fund's positions in
Corning, Biogen, Nike and National Semiconductor because these
companies exhibited either strong business fundamentals or brighter
earnings outlooks.

Q. WHAT'S YOUR OUTLOOK?

A. It's difficult to envision the U.S. economy getting much stronger
from here. While corporate productivity continues to improve, the U.S.
labor market is very tight. In contrast to the U.S. economy, the
global economy seems to have the potential to rebound and accelerate
from its financial doldrums. In response, we've started to see the
market rotate out of the safety of the top 30 blue-chip companies and
into a broader range of industries and companies that stand to benefit
from an improving global economy. It may be too early to predict
whether this trend will continue, but it's something I will be
tracking very closely.

(checkmark)FUND FACTS

GOAL: to increase the value of
the fund's shares over the
long term by investing in
stocks of companies with
above-average growth
potential

FUND NUMBER: 025

TRADING SYMBOL: FDGRX

START DATE: January 17,
1983

SIZE: as of May 31, 1999,
more than $12.4 billion

MANAGER: Steven Wymer,
since 1997; manager Fidelity
Dividend Growth Fund,
1995-1997; manager,
various Fidelity Select
Portfolios, 1990-
1994; joined Fidelity in
1989

STEVE WYMER DISCUSSES HIS
OUTLOOK FOR INTERNET STOCKS:

"No doubt, the Internet offers some
tremendous business and long-term
growth opportunities for companies
and investors. The difficulty is in
determining which businesses will
run out of gas on the information
superhighway and which will
command a dominant market
position given the rapid pace of
change. Even with a promising
future for many companies, I am
concerned about a number of
issues: Stock valuations are
unprecedented in many cases;
investor sentiment, while volatile,
seems to be overly positive; and
there is a huge number of new
issues that have come or are
scheduled to come to market.
Historically, the short-term
outlook for an industry is not
favorable when IPOs and
secondary offerings are so
widespread, because this
environment can lead to excess
supply both in industry
participants and shares on the
market. While the recent pullback
from the April highs in Internet
stocks may have created some
buying opportunities, the stocks
still have very high valuations on
the surface. As a result, I view it as
a good time to update my analysis
regularly and conduct extensive
research in order to find attractive
short-term and long-term
investment opportunities in
current and future leaders in this
fast growing field."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF MAY 31,
1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE STOCKS 6 MONTHS AGO

Microsoft Corp. 3.5 4.6

Medimmune, Inc. 2.5 1.5

Corning, Inc. 2.1 1.2

General Electric Co. 2.0 2.1

PE Corp. (Biosystems Group) 2.0 0.0

Cisco Systems, Inc. 1.9 1.6

Biogen, Inc. 1.8 0.9

Fannie Mae 1.7 2.1

NIKE, Inc. Class B 1.6 0.2

National Semiconductor Corp. 1.5 0.0

TOP FIVE MARKET SECTORS AS OF
MAY 31, 1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE MARKET SECTORS 6
MONTHS AGO

HEALTH 23.1 21.3

TECHNOLOGY 22.3 23.6

BASIC INDUSTRIES 8.4 5.2

UTILITIES 7.7 5.8

FINANCE 6.6 6.6

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF MAY 31, 1999 * AS OF NOVEMBER 30, 1998 **

Stocks 98.2% Stocks 95.8%

Short-Term Investments 1.8% Short-Term Investments 4.2%

* FOREIGN INVESTMENTS 6.1% ** FOREIGN INVESTMENTS 3.3%

Row: 1, Col: 1, Value: 98.2 Row: 1, Col: 1, Value: 95.8
Row: 1, Col: 8, Value: 1.8 Row: 1, Col: 8, Value: 4.2

</TABLE>

INVESTMENTS MAY 31, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 98.2%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 0.5%

Boeing Co. 1,550,000 $ 65,488

BASIC INDUSTRIES - 8.4%

CHEMICALS & PLASTICS - 3.0%

Avery Dennison Corp. 50,000 2,994

Dow Chemical Co. 22,100 2,685

E.I. du Pont de Nemours and 600,000 39,263
Co.

Eastman Chemical Co. 425,000 21,516

Engelhard Corp. 475,100 9,621

Imperial Chemical Industries 250,000 10,984
PLC ADR Class L

Minerals Technologies, Inc. 2,058,800 109,631
(c)

Monsanto Co. 180,500 7,491

Nalco Chemical Co. 879,600 29,467

Union Carbide Corp. 2,638,900 135,409

369,061

IRON & STEEL - 0.6%

Nucor Corp. 950,000 47,441

Steel Dynamics, Inc. (a) 1,279,200 21,826

69,267

METALS & MINING - 1.4%

Alcoa, Inc. 400,000 22,000

Cyprus Amax Minerals Co. 550,000 6,909

Freeport-McMoRan Copper & 3,100,000 43,788
Gold, Inc. Class B

Inco Ltd. 3,400,000 48,469

Phelps Dodge Corp. 1,100,000 56,994

178,160

PACKAGING & CONTAINERS - 2.4%

Corning, Inc. 4,775,000 260,834

Tupperware Corp. 1,795,100 39,941

300,775

PAPER & FOREST PRODUCTS - 1.0%

Champion International Corp. 625,000 32,031

Fort James Corp. 500,000 18,313

Kimberly-Clark Corp. 628,000 36,856

Sealed Air Corp. (a) 625,000 38,828

126,028

TOTAL BASIC INDUSTRIES 1,043,291

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - 4.6%

AUTOS, TIRES, & ACCESSORIES -
1.0%

AutoZone, Inc. (a) 4,400,000 $ 127,325

CONSUMER DURABLES - 0.1%

Minnesota Mining & 125,000 10,719
Manufacturing Co.

CONSUMER ELECTRONICS - 1.7%

Gemstar International Group 1,000,000 61,813
Ltd. (a)

General Motors Corp. Class H 450,000 24,694
(a)

Sony Corp. sponsored ADR 1,350,000 126,141

212,648

HOME FURNISHINGS - 0.1%

Newell Rubbermaid, Inc. 375,000 15,188

TEXTILES & APPAREL - 1.7%

Jones Apparel Group, Inc. (a) 275,000 8,456

NIKE, Inc. Class B 3,246,000 197,803

Polo Ralph Lauren Corp. Class 140,800 2,904
A (a)

209,163

TOTAL DURABLES 575,043

ENERGY - 3.6%

ENERGY SERVICES - 2.0%

Baker Hughes, Inc. 3,152,500 98,122

Halliburton Co. 1,500,000 62,063

Input/Output, Inc. (a) 925,000 7,863

Schlumberger Ltd. 1,307,700 78,707

246,755

OIL & GAS - 1.6%

Anadarko Petroleum Corp. 1,814,600 68,048

Apache Corp. 275,000 9,900

Devon Energy Corp. 425,000 14,769

Enron Oil & Gas Co. 2,425,000 46,227

Tosco Corp. 1,875,000 47,930

Vintage Petroleum, Inc. 700,000 7,875

194,749

TOTAL ENERGY 441,504

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - 6.6%

BANKS - 0.7%

State Street Corp. 175,000 $ 13,344

Synovus Financial Corp. 75,000 1,509

U.S. Bancorp 1,275,400 41,451

Wells Fargo & Co. 797,800 31,912

88,216

CREDIT & OTHER FINANCE - 1.4%

American Express Co. 1,032,516 125,128

Citigroup, Inc. 775,099 51,350

176,478

FEDERAL SPONSORED CREDIT - 2.5%

Fannie Mae 3,049,300 207,352

Freddie Mac 1,725,400 100,612

307,964

INSURANCE - 1.7%

Allmerica Financial Corp. 1,423,161 83,344

American International Group, 325,000 37,152
Inc.

CIGNA Corp. 590,000 55,018

MONY Group, Inc. 1,135,600 31,371

206,885

SECURITIES INDUSTRY - 0.3%

Cendant Corp. (a) 364,245 6,716

E*Trade Group, Inc. (a) 284,000 12,638

Franklin Resources, Inc. 225,000 9,788

Schwab (Charles) Corp. 43,625 4,616

33,758

TOTAL FINANCE 813,301

HEALTH - 23.1%

DRUGS & PHARMACEUTICALS - 18.8%

Allergan, Inc. 450,000 41,850

American Home Products Corp. 400,000 23,050

Amgen, Inc. (a) 625,000 39,531

Biogen, Inc. (a) 2,072,270 226,136

Biomatrix, Inc. (a) 388,200 11,889

Bristol-Myers Squibb Co. 1,989,200 136,509

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Centocor, Inc. (a) 850,000 $ 36,922

Chiron Corp. (a) 3,975,000 83,972

Forest Laboratories, Inc. (a) 2,232,200 106,309

GelTex Pharmaceuticals, Inc. 1,325,000 22,525
(a)(c)

Genzyme Corp. (General 2,150,000 87,209
Division)

Gilead Sciences, Inc. (a) 1,400,000 61,075

ICN Pharmaceuticals, Inc. 1,100,000 36,163

ICOS Corp. (a) 602,300 26,388

IDEC Pharmaceuticals Corp. 1,320,519 66,604
(a)(c)

Immunex Corp. (a) 295,100 38,695

Lilly (Eli) & Co. 650,000 46,434

Medimmune, Inc. (a)(c) 4,841,400 308,034

Merck & Co., Inc. 1,744,800 117,774

Mylan Laboratories, Inc. 2,550,000 64,706

PAREXEL International Corp. 272,500 6,523
(a)

PE Corp.:

(Celera Genomics) (a) 1,486,875 25,277

(Biosystems Group) 2,223,750 248,365

Pfizer, Inc. 570,000 60,990

QLT PhotoTherapeutics, Inc. 2,591,800 114,098
(a)(c)

Quintiles Transnational Corp. 275,000 11,172
(a)

Roberts Pharmaceutical Corp. 215,800 4,100
(a)

Schering-Plough Corp. 2,228,000 100,399

Sepracor, Inc. (a)(c) 1,649,900 105,181

SmithKline Beecham PLC 341,200 22,391
sponsored ADR

Transkaryotic Therapies, Inc. 835,000 25,154
(a)

U.S. Bioscience, Inc. (a) 63,500 512

Warner-Lambert Co. 353,200 21,898

XOMA Ltd. (a) 666 3

2,327,838

MEDICAL EQUIPMENT & SUPPLIES
- - 2.1%

Baxter International, Inc. 175,000 11,298

Becton, Dickinson & Co. 325,000 12,594

Boston Scientific Corp. (a) 700,000 26,556

Cardinal Health, Inc. 850,305 51,337

Guidant Corp. 600,000 30,000

Johnson & Johnson 494,300 45,785

KeraVision, Inc. (a) 235,000 2,321

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES
- - CONTINUED

McKesson HBOC, Inc. 594,200 $ 20,240

Medtronic, Inc. 552,482 39,226

Ocular Sciences, Inc. (a) 300,000 9,150

Sonus Pharmaceuticals, Inc. 849,500 4,991
(a)(c)

U.S. Surgical Corp. rights 16 -
6/30/00 (a)

253,498

MEDICAL FACILITIES MANAGEMENT
- - 2.2%

Advance Paradigm, Inc. (a) 390,000 18,866

Express Scripts, Inc. Class A 350,000 24,544
(a)

Humana, Inc. (a) 685,700 8,614

United HealthCare Corp. 2,108,200 122,803

Wellpoint Health Networks, 1,185,000 97,688
Inc. (a)

272,515

TOTAL HEALTH 2,853,851

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.6%

ELECTRICAL EQUIPMENT - 3.3%

Adtran, Inc. (a) 325,000 8,369

General Electric Co. 2,450,000 249,134

General Instrument Corp. (a) 1,411,800 54,619

Oak Industries, Inc. (a) 475,000 22,889

Research in Motion Ltd. (a)(c) 3,600,000 50,098

Scientific-Atlanta, Inc. 275,000 9,711

Sensormatic Electronics Corp. 775,000 10,366
(a)

405,186

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.3%

Tyco International Ltd. 462,458 40,407

TOTAL INDUSTRIAL MACHINERY & 445,593
EQUIPMENT

MEDIA & LEISURE - 5.2%

BROADCASTING - 2.6%

Adelphia Communications Corp. 500,000 37,750
Class A (a)

Cablevision Systems Corp. 355,700 28,056
Class A (a)

CBS Corp. (a) 847,668 35,390

EchoStar Communications Corp. 65,600 7,528
Class A (New) (a)

Infinity Broadcasting Corp. 274,000 7,004
Class A (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

MediaOne Group, Inc. 1,798,200 $ 132,842

Nielsen Media Research, Inc. 360,000 9,630

Time Warner, Inc. 407,853 27,759

TV Guide, Inc. (a) 325,000 13,041

USA Networks, Inc. (a) 613,000 24,520

323,520

ENTERTAINMENT - 0.6%

Disney (Walt) Co. 686,500 19,994

Fox Entertainment Group, Inc. 241,000 6,146
(a)

News Corp. Ltd. sponsored ADR 1,525,000 50,611

76,751

LEISURE DURABLES & TOYS - 0.1%

Mattel, Inc. 540,000 14,276

RESTAURANTS - 1.9%

CBRL Group, Inc. 525,000 9,089

McDonald's Corp. 4,575,000 176,138

P. F. Chang's China Bistro, 184,200 4,651
Inc. (a)

Starbucks Corp. (a) 304,600 11,327

Tricon Global Restaurants, 505,910 29,469
Inc. (a)

230,674

TOTAL MEDIA & LEISURE 645,221

NONDURABLES - 6.3%

BEVERAGES - 2.4%

Coca-Cola Co. (The) 1,345,400 91,908

Pepsi Bottling Group, Inc. (a) 750,000 17,391

PepsiCo, Inc. 3,563,500 127,618

Seagram Co. Ltd. 576,800 30,150

Whitman Corp. 1,492,900 25,379

292,446

FOODS - 1.4%

Archer-Daniels-Midland Co. 4,303,375 64,551

Campbell Soup Co. 475,000 20,959

ConAgra, Inc. 125,000 3,258

Quaker Oats Co. 200,000 13,213

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

FOODS - CONTINUED

Sara Lee Corp. 1,050,000 $ 25,200

Tyson Foods, Inc. 2,125,000 48,875

176,056

HOUSEHOLD PRODUCTS - 1.7%

Avon Products, Inc. 350,000 17,303

Clorox Co. 290,800 29,353

Gillette Co. 1,629,596 83,109

Nu Skin Enterprises, Inc. 71,100 1,280
Class A (a)

Procter & Gamble Co. 852,800 79,630

210,675

TOBACCO - 0.8%

Philip Morris Companies, Inc. 2,533,400 97,694

TOTAL NONDURABLES 776,871

PRECIOUS METALS - 0.6%

Barrick Gold Corp. 2,121,800 36,657

Homestake Mining Co. 675,000 5,273

Newmont Mining Corp. 1,700,000 30,281

72,211

RETAIL & WHOLESALE - 4.5%

APPAREL STORES - 0.4%

Abercrombie & Fitch Co. Class 376,000 31,631
A (a)

Gap, Inc. 128,550 8,042

TJX Companies, Inc. 508,656 15,260

54,933

DRUG STORES - 0.5%

CVS Corp. 1,364,890 62,785

GENERAL MERCHANDISE STORES -
1.2%

Costco Companies, Inc. (a) 130,400 9,454

Wal-Mart Stores, Inc. 3,101,200 132,189

141,643

GROCERY STORES - 0.5%

Albertson's, Inc. 425,000 22,738

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

GROCERY STORES - CONTINUED

Kroger Co. (a) 187,000 $ 10,951

Safeway, Inc. (a) 640,200 29,769

63,458

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.9%

Bed Bath & Beyond, Inc. (a) 159,600 5,456

Best Buy Co., Inc. (a) 451,000 20,521

Home Depot, Inc. 844,100 48,008

IKON Office Solutions, Inc. 250,000 3,484

Lowe's Companies, Inc. 650,200 33,770

Office Depot, Inc. (a) 725,250 15,140

Staples, Inc. (a) 1,867,068 53,678

Tandy Corp. 714,900 58,979

239,036

TOTAL RETAIL & WHOLESALE 561,855

SERVICES - 0.3%

Medpartners, Inc. (a) 5,405,500 31,419

TECHNOLOGY - 22.3%

COMMUNICATIONS EQUIPMENT - 4.4%

3Com Corp. (a) 100,000 2,731

ADC Telecommunications, Inc. 450,000 21,994
(a)

Ascend Communications, Inc. 150,000 13,903
(a)

Ciena Corp. (a) 5,300,000 152,375

Cisco Systems, Inc. (a) 2,100,550 228,960

Com21, Inc. (a) 444,300 7,997

Dialogic Corp. (a) 547,900 18,286

Lucent Technologies, Inc. 988,800 56,238

Northern Telecom Ltd. 214,000 16,060

Pairgain Technologies, Inc. 2,099,300 26,110
(a)

544,654

COMPUTER SERVICES & SOFTWARE
- - 6.2%

Amazon.com, Inc. (a) 25,000 2,969

America Online, Inc. 500,000 59,688

Automatic Data Processing, 625,800 25,775
Inc.

broadcast.com, Inc. (a) 175,000 19,250

Brocade Communications 302,300 19,498
Systems, Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

CNET, Inc. (a) 100,000 $ 10,825

Concentric Network Corp. (a) 200,000 6,463

Diamond Multimedia Systems, 625,000 2,754
Inc. (a)

DST Systems, Inc. (a) 75,000 4,050

Electronic Data Systems Corp. 300,000 16,875

Excite, Inc. (a) 75,000 9,975

IMS Health, Inc. 1,860,000 45,803

Intuit, Inc. (a) 167,400 13,622

Microsoft Corp. (a) 5,300,000 427,635

Novell, Inc. (a) 600,000 14,100

Oracle Corp. (a) 172,500 4,280

PSINet, Inc. (a) 350,000 15,575

RealNetworks, Inc. (a) 375,000 26,578

Visual Networks, Inc. (a)(c) 1,027,800 30,320

Yahoo!, Inc. (a) 100,000 14,800

770,835

COMPUTERS & OFFICE EQUIPMENT
- - 3.9%

Compaq Computer Corp. 275,000 6,514

Comverse Technology, Inc. (a) 308,250 20,826

Dell Computer Corp. (a) 2,870,200 98,843

Digital River, Inc. (a) 42,500 1,025

Exabyte Corp. (a) 870,000 4,785

Extreme Networks, Inc. (a) 76,400 3,257

Gateway 2000, Inc. (a) 50,000 3,041

Hewlett-Packard Co. 225,000 21,220

Iomega Corp. (a) 425,000 1,939

Lexmark International Group, 129,000 17,560
Inc. Class A (a)

MMC Networks, Inc. (a) 680,000 18,955

Network Appliance, Inc. (a) 2,945,000 138,875

Pitney Bowes, Inc. 125,000 7,969

Proxim, Inc. (a) 95,000 3,658

Quantum Corp. (a) 950,000 18,822

SanDisk Corp. (a)(c) 2,268,900 70,336

Xerox Corp. 753,400 42,332

479,957

ELECTRONIC INSTRUMENTS - 1.0%

Applied Materials, Inc. (a) 117,600 6,461

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONIC INSTRUMENTS -
CONTINUED

JDS Fitel, Inc. (a) 1,619,000 $ 109,794

Thermo Electron Corp. (a) 400,000 7,650

123,905

ELECTRONICS - 6.8%

Analog Devices, Inc. (a) 125,000 4,805

Conexant Systems, Inc. (a) 2,200,000 85,250

Genesis Microchip, Inc. (a)(c) 1,363,600 24,715

Harmonic, Inc. (a) 450,000 22,219

Intel Corp. 2,108,400 113,985

Linear Technology Corp. 215,400 11,416

LSI Logic Corp. (a) 775,000 28,723

Maxim Integrated Products, 165,200 8,828
Inc. (a)

MIPS Technologies, Inc. 574,500 17,199

Motorola, Inc. 615,700 50,988

National Semiconductor Corp. 9,488,000 183,830
(a)(c)

QLogic Corp. (a) 575,000 63,106

RF Micro Devices, Inc. (a) 600,000 25,575

SDL, Inc. (a) 335,000 31,155

Texas Instruments, Inc. 769,200 84,131

Uniphase Corp. (a) 535,000 71,690

Xilinx, Inc. (a) 450,000 19,997

847,612

TOTAL TECHNOLOGY 2,766,963

TRANSPORTATION - 0.9%

AIR TRANSPORTATION - 0.9%

AMR Corp. (a) 75,000 4,880

Comair Holdings, Inc. 806,250 15,268

Ryanair Holdings PLC 864,800 38,051
sponsored ADR (a)

Southwest Airlines Co. 1,597,250 51,212

109,411

UTILITIES - 7.7%

CELLULAR - 1.2%

AirTouch Communications, Inc. 536,065 53,875
(a)

Boston Communications Group, 714,600 6,699
Inc. (a)

Nextel Communications, Inc. 597,300 22,025
Class A (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

CELLULAR - CONTINUED

QUALCOMM, Inc. 320,000 $ 31,120

Teligent, Inc. Class A (a)(c) 673,900 33,105

146,824

ELECTRIC UTILITY - 0.3%

AES Corp. (a) 700,000 34,825

GAS - 0.8%

Enron Corp. 1,311,237 93,590

TELEPHONE SERVICES - 5.4%

Allegiance Telecom, Inc. (a) 1,025,000 37,925

AT&T Corp. 1,330,020 73,816

Frontier Corp. 1,300,000 68,413

Global Crossing Ltd. (a) 100,000 4,744

Global TeleSystems Group, 590,600 44,886
Inc. (a)

Level 3 Communications, Inc. 1,400,000 109,900
(a)

MCI WorldCom, Inc. (a) 1,585,190 136,921

Metromedia Fiber Network, 975,200 39,374
Inc. Class A (a)

NEXTLINK Communications, Inc. 339,800 25,995
Class A (a)

Qwest Communications 1,682,880 71,417
International, Inc. (a)

RCN Corp. (a) 1,183,800 49,202

WinStar Communications, Inc. 191,148 9,450
(a)

672,043

TOTAL UTILITIES 947,282

TOTAL COMMON STOCKS 12,149,304
(Cost $8,053,082)

CASH EQUIVALENTS - 1.8%

Taxable Central Cash Fund (b) 220,440,386 220,440
(Cost $220,440)

TOTAL INVESTMENT IN $ 12,369,744
SECURITIES - 100%
(Cost $8,273,522)

</TABLE>

LEGEND

(a) Non-income producing

INCOME TAX INFORMATION

At May 31, 1999, the aggregate cost of investment securities for
income tax purposes was $8,306,783,000. Net unrealized appreciation
aggregated $4,062,961,000, of which $4,413,243,000 related to
appreciated investment securities and $350,282,000 related to
depreciated investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) MAY 31, 1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 12,369,744
value (cost $8,273,522) -
See accompanying schedule

Receivable for investments 222,291
sold

Receivable for fund shares 22,904
sold

Dividends receivable 6,423

Interest receivable 869

Other receivables 3,265

TOTAL ASSETS 12,625,496

LIABILITIES

Payable for investments $ 118,454
purchased

Payable for fund shares 12,770
redeemed

Accrued management fee 4,456

Other payables and accrued 2,227
expenses

TOTAL LIABILITIES 137,907

NET ASSETS $ 12,487,589

Net Assets consist of:

Paid in capital $ 7,473,054

Undistributed net investment 2,007
income

Accumulated undistributed net 916,306
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 4,096,222
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 226,470 $ 12,487,589
shares outstanding

NET ASSET VALUE, offering $55.14
price and redemption price
per share ($12,487,589
(divided by) 226,470 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED MAY 31, 1999
(UNAUDITED)

INVESTMENT INCOME $ 32,214
Dividends (including $95
received from affiliated
issuers)

Interest 8,427

TOTAL INCOME 40,641

EXPENSES

Management fee Basic fee $ 35,045

Performance adjustment (9,945)

Transfer agent fees 12,837

Accounting fees and expenses 485

Non-interested trustees' 39
compensation

Custodian fees and expenses 152

Registration fees 151

Audit 39

Legal 79

Reports to shareholders 910

Miscellaneous 15

Total expenses before 39,807
reductions

Expense reductions (1,241) 38,566

NET INVESTMENT INCOME 2,075

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

Investment securities 949,107
(including realized gain
(loss) of $5,420 on sale of
investments in affiliated
issuers)

Foreign currency transactions (225) 948,882

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 987,686

Assets and liabilities in (2) 987,684
foreign currencies

NET GAIN (LOSS) 1,936,566

NET INCREASE (DECREASE) IN $ 1,938,641
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1999 YEAR ENDED NOVEMBER 30, 1998
(UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 2,075 $ 24,970
income

Net realized gain (loss) 948,882 906,519

Change in net unrealized 987,684 745,644
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,938,641 1,677,133
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (18,887) (48,716)
From net investment income

From net realized gain (791,061) (1,042,040)

TOTAL DISTRIBUTIONS (809,948) (1,090,756)

Share transactions Net 1,894,135 2,803,239
proceeds from sales of shares

Reinvestment of distributions 797,355 1,081,299

Cost of shares redeemed (1,911,801) (4,415,932)

NET INCREASE (DECREASE) IN 779,689 (531,394)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 1,908,382 54,983
IN NET ASSETS

NET ASSETS

Beginning of period 10,579,207 10,524,224

End of period (including $ 12,487,589 $ 10,579,207
undistributed net investment
income of $2,007 and
$21,710, respectively)

OTHER INFORMATION
Shares

Sold 35,146 60,568

Issued in reinvestment of 16,228 26,024
distributions

Redeemed (35,561) (95,901)

Net increase (decrease) 15,813 (9,309)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

SIX MONTHS ENDED MAY 31, 1999 YEARS ENDED NOVEMBER 30,

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 50.22 $ 47.84 $ 43.54 $ 38.42 $ 28.25 $ 30.91
period

Income from Investment
Operations

Net investment income .01 C .11 C .24 C .34 .20 .12

Net realized and unrealized 8.74 7.20 5.80 6.72 11.00 .28
gain (loss)

Total from investment 8.75 7.31 6.04 7.06 11.20 .40
operations

Less Distributions

From net investment income (.09) (.22) (.28) (.14) (.22) (.07)

From net realized gain (3.74) (4.71) (1.46) (1.80) (.81) (2.99)

Total distributions (3.83) (4.93) (1.74) (1.94) (1.03) (3.06)

Net asset value, end of $ 55.14 $ 50.22 $ 47.84 $ 43.54 $ 38.42 $ 28.25
period

TOTAL RETURN B, E 18.42% 17.55% 14.63% 19.55% 41.22% 1.23%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 12,488 $ 10,579 $ 10,524 $ 9,607 $ 6,186 $ 2,979
millions)

Ratio of expenses to average .67% A .65% .71% .88% .96% 1.06%
net assets

Ratio of expenses to average .65% A, D .63% D .68% D .85% D .95% D 1.05% D
net assets after expense
reductions

Ratio of net investment .04% A .24% .54% .96% .76% .64%
income to average net assets

Portfolio turnover rate 100% A 76% 93% 78% 97% 135%

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
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 TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

NOTES TO FINANCIAL STATEMENTS
For the period ended May 31, 1999 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity Growth Company Fund (the fund) is a fund of Fidelity Mt.
Vernon Street Trust (the trust) and is authorized to issue an
unlimited number of shares. The trust is registered under the
Investment Company Act of 1940, as amended (the 1940 Act), as an
open-end management investment company organized as a Massachusetts
business trust. The financial statements have been prepared in
conformity with generally accepted accounting principles which require
management to make certain estimates and assumptions at the date of
the financial statements. The following summarizes the significant
accounting policies of the fund:

INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

securities where the ex-dividend date may have passed, are recorded as
soon as the fund is informed of the ex-dividend date. Non-cash
dividends included in dividend income, if any, are recorded at the
fair market value of the securities received. Interest income is
accrued as earned. Investment income is recorded net of foreign taxes
withheld where recovery of such taxes is uncertain.

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds and losses deferred due to wash
sales. The fund also utilized earnings and profits distributed to
shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.

SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.

2. OPERATING POLICIES.

2. OPERATING POLICIES - CONTINUED

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $5,774,083,000 and $5,710,487,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

For the period, the management fee was equivalent to an annualized
rate of .43% of average net assets after the performance adjustment.

ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.

5. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $881,000 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $9,000 and $351,000, respectively, under these
arrangements.

6. TRANSACTIONS WITH AFFILIATED COMPANIES.

An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH
AFFILIATED COMPANIES

AMOUNTS IN THOUSANDS PURCHASE COST SALES COST DIVIDEND INCOME
AFFILIATE VALUE

CDW Computer Centers, Inc. $ - $ 2,200 $ - $ -

CKE Restaurants, Inc. 9,953 19,175 - -

Exabyte Corp. - 3,046 - -

GelTex Pharmaceuticals, Inc. 12,240 - - 22,525

Genesis Microchip, Inc. 8,358 1,162 - 24,715

IDEC Pharmaceuticals Corp. 14,045 6,484 - 66,604

Medimmune, Inc. 17,753 7,274 - 308,034

Minerals Technologies, Inc. 37,035 - 95 109,631

National MicroSystems Corp. - 18,946 - -

National Semiconductor Corp. 14,926 - - 183,830

QLT PhotoTherapeutics, Inc. 53,212 9,562 - 114,098

Research in Motion Ltd. 3,769 2,397 - 50,098

SanDisk Corp. 27,776 6,089 - 70,336

Sepracor, Inc. - - - 105,181

Sonus Pharmaceuticals, Inc. - - - 4,991

Teligent, Inc. Class A 12,133 4,920 - 33,105

Visual Networks, Inc. 622 1,725 - 30,320

TOTALS $ 211,822 $ 82,980 $ 95 $ 1,123,468

</TABLE>

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555

PRESS
1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.

(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM

(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Steven S. Wymer, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

* INDEPENDENT TRUSTEES

GCF-SANN-0799 79615
1.704741.101

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund (registered trademark)
Contrafund(registered trademark)II
Disciplined Equity Fund
Dividend Growth Fund
Export and Multinational Fund
Fidelity FiftySM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium Fund(registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
TechnoQuantSM Growth Fund
Trend Fund
Value Fund

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress (registered trademark) 1-800-544-5555
AUTOMATED LINE FOR QUICKEST SERVICE

FIDELITY
NEW MILLENNIUM
FUND(REGISTERED TRADEMARK)

SEMIANNUAL REPORT
MAY 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

FUND TALK 6 The manager's review of fund
performance, strategy and
outlook.

INVESTMENT CHANGES 9 A summary of major shifts in
the fund's investments over
the past six months.

INVESTMENTS 10 A complete list of the fund's
investments with their
market values.

FINANCIAL STATEMENTS 22 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 26 Footnotes to the financial
statements.

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CUMULATIVE TOTAL RETURNS

PERIODS ENDED MAY 31, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY NEW MILLENNIUM 47.06% 55.62% 318.06% 397.08%

FIDELITY NEW MILLENNIUM 42.65% 50.95% 305.52% 382.17%
(INCL. 3.00% SALES CHARGE)

S&P 500 (registered trademark) 12.61% 21.03% 215.95% 241.84%

Capital Appreciation Funds 17.09% 17.54% 137.43% n/a
Average

</TABLE>

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or since the fund started on December 28, 1992. For example, if
you had invested $1,000 in a fund that had a 5% return over the past
year, the value of your investment would be $1,050. You can compare
the fund's returns to the performance of the Standard & Poor's 500
Index - a market capitalization-weighted index of common stocks. To
measure how the fund's performance stacked up against its peers, you
can compare it to the capital appreciation funds average, which
reflects the performance of mutual funds with similar objectives
tracked by Lipper Inc. The past six months average represents a peer
group of 281 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges.

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED MAY 31, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY NEW MILLENNIUM 55.62% 33.12% 28.35%

FIDELITY NEW MILLENNIUM 50.95% 32.31% 27.74%
(INCL. 3.00% SALES CHARGE)

S&P 500 21.03% 25.87% 21.08%

Capital Appreciation Funds 17.54% 17.20% n/a
Average

$10,000 OVER LIFE OF FUND
New Millennium S&P 500
00300 SP001
1992/12/28 9700.00 10000.00
1992/12/31 9777.60 9923.75
1993/01/31 10291.70 10007.11
1993/02/28 10029.80 10143.21
1993/03/31 10437.20 10357.23
1993/04/30 10340.20 10106.58
1993/05/31 10951.30 10377.44
1993/06/30 11038.60 10407.53
1993/07/31 11242.30 10365.90
1993/08/31 11620.60 10758.77
1993/09/30 11892.20 10675.93
1993/10/31 12105.60 10896.92
1993/11/30 11610.90 10793.40
1993/12/31 12189.94 10924.00
1994/01/31 12418.52 11295.42
1994/02/28 12448.35 10989.31
1994/03/31 11682.76 10510.18
1994/04/30 11613.16 10644.71
1994/05/31 11533.62 10819.28
1994/06/30 11285.05 10554.21
1994/07/31 11523.67 10900.39
1994/08/31 12160.01 11347.30
1994/09/30 12368.81 11069.29
1994/10/31 12756.58 11318.35
1994/11/30 12229.61 10906.14
1994/12/31 12290.89 11067.88
1995/01/31 12026.25 11354.87
1995/02/28 12546.03 11797.37
1995/03/31 13014.85 12145.51
1995/04/30 13830.19 12503.19
1995/05/31 13983.06 13002.94
1995/06/30 15195.88 13305.00
1995/07/31 16500.42 13746.20
1995/08/31 16694.06 13780.70
1995/09/30 17325.95 14362.24
1995/10/31 17162.88 14310.97
1995/11/30 18457.23 14939.22
1995/12/31 18699.43 15226.95
1996/01/31 18382.01 15745.28
1996/02/29 19679.17 15891.24
1996/03/31 20056.13 16044.27
1996/04/30 21231.33 16280.76
1996/05/31 21830.02 16700.64
1996/06/30 21098.29 16764.27
1996/07/31 19346.57 16023.63
1996/08/31 20344.39 16361.56
1996/09/30 21763.50 17282.39
1996/10/31 21852.20 17759.04
1996/11/30 23049.58 19101.45
1996/12/31 23027.71 18723.05
1997/01/31 24805.04 19892.86
1997/02/28 22902.22 20048.82
1997/03/31 22400.88 19225.02
1997/04/30 23232.65 20372.75
1997/05/31 25534.27 21613.04
1997/06/30 26354.64 22581.31
1997/07/31 29909.62 24378.10
1997/08/31 29943.80 23012.44
1997/09/30 31470.61 24272.83
1997/10/31 28736.02 23462.12
1997/11/30 27892.85 24548.18
1997/12/31 28700.30 24969.67
1998/01/31 28233.53 25245.84
1998/02/28 30698.77 27066.57
1998/03/31 32606.09 28452.65
1998/04/30 33021.29 28738.88
1998/05/31 30984.22 28244.86
1998/06/30 32411.47 29392.17
1998/07/31 31814.62 29079.14
1998/08/31 24885.99 24874.88
1998/09/30 27662.63 26468.36
1998/10/31 30348.45 28621.30
1998/11/30 32787.74 30356.04
1998/12/31 36649.17 32105.15
1999/01/31 44385.45 33447.79
1999/02/28 40623.74 32408.23
1999/03/31 45644.02 33704.88
1999/04/30 50916.02 35010.27
1999/05/28 48217.09 34183.68
IMATRL PRASUN SHR__CHT 19990531 19990616 110040 R00000000000081

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity New Millennium Fund on December 28, 1992, when
the fund started, and the current 3.00% sales charge was paid. As the
chart shows, by May 31, 1999, the value of the investment would have
grown to $48,217 - a 382.17% increase on the initial investment. For
comparison, look at how the Standard & Poor's 500 Index did over the
same period. With dividends and capital gains, if any, reinvested, the
same $10,000 would have grown to $34,184 - a 241.84% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(photograph of Neal Miller)

An interview with Neal Miller, Portfolio Manager of Fidelity New
Millennium Fund

Q. HOW DID THE FUND PERFORM, NEAL?

A. It was a strong period. For the six months that ended May 31, 1999,
the fund returned 47.06%. This easily beat the Standard & Poor's 500
Index, which returned 12.61% during that time, as well as the capital
appreciation funds average, which returned 17.09% according to Lipper
Inc. For the 12 months that ended May 31, 1999, the fund returned
55.62%, while the S&P 500 and Lipper group returned 21.03% and 17.54%,
respectively.

Q. WHAT FACTORS HELPED THE FUND POST SUCH A SOLID SHOWING?

A. One major factor was that the group of stocks in which the fund
typically invests - small- and mid-cap growth names - performed well.
This was a notable departure from past periods, where a narrow band of
large-cap stocks had accounted for much of the market's gains. From a
portfolio standpoint, the fund also benefited from good sector and
individual stock selection, particularly within the technology, energy
service and biotechnology groups. Lastly, an underweighting in finance
stocks - relative to the S&P 500 index - contributed positively.

Q. TECHNOLOGY STOCKS LED THE MARKET THROUGH THE LAST SIX MONTHS. WHAT
TYPES OF COMPANIES HELPED THE FUND THE MOST?

A. The fund received a big boost from its Internet-related holdings.
As investors who have held the fund for a while may know, I've been
bullish on the Internet since it started and was able to identify some
good companies early in the game. While valuations within this group
have certainly become expensive over the past year or so, the constant
elements of innovation and surprise within the group appeal to me. The
fund's top two individual contributors, in fact, were Internet stocks
CMGI and RealNetworks. CMGI is a Massachusetts-based company that has
built a reputation as an Internet venture capital firm. One famous
offspring from CMGI's family is Lycos, another stock that performed
well for the fund. RealNetworks, meanwhile, has capitalized on the
burgeoning demand for live video and audio streams over the Internet.

Q. WHAT WAS YOUR STRATEGY WITH RESPECT TO ENERGY SERVICE STOCKS?

A. Timing, the price of oil and improving industry trends played key
roles. In late 1998 and early 1999, energy stocks were beaten down
pretty badly, due mostly to near-historic lows in oil prices. Supply
was up, demand was down and the stocks of exploration and drilling
companies such as Smith International and Global Marine were
performing poorly. Our internal analysis suggested that the price of
oil would recover, however, particularly given the profile of the
significant depletion of energy reserves. As a result, I added to the
fund's positions in several of these stocks. Eventually, OPEC
announced that it would cut back on supply, the price of oil gradually
rose and these stocks benefited nicely.

Q. DID ANY STOCKS TURN OUT TO BE PLEASANT SURPRISES? WHICH WERE
DISAPPOINTING?

A. One idea that panned out for me was my decision to invest in VWR
Scientific Products. VWR specializes in providing laboratory supplies,
chemicals and equipment to the scientific marketplace, and its
business was strong during the period. In terms of disappointments,
the fund's stakes in technology stocks Micron Technology and Read-Rite
were detractors. Micron fell victim to poor trends within the dynamic
random access memory (DRAM) market, while disk-drive maker Read-Rite
lost a big chunk of its revenues when one of its largest clients
decided to switch to a new vendor.

Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS?

A. While this has been a breakout period for small- and mid-cap
stocks, I'm not sure the momentum can be sustained. Higher interest
rates - which most market followers feel are forthcoming - could take
a toll on smaller companies. In terms of the portfolio, I feel it's
well-positioned. I may look to bolster the fund's cement- and
construction-related holdings, because of increased road-building
activity, and also may continue to seek opportunities in Japan. As we
closed the period, Japan had shown some signs of economic improvement.

(checkmark)FUND FACTS

GOAL: long-term capital
appreciation by investing
mainly in equity securities of
companies that are likely to
benefit from social and
economic trends

FUND NUMBER: 300

TRADING SYMBOL: FMILX

START DATE: December 28, 1992

SIZE: as of May 31, 1999,
more than $2.2 billion

MANAGER: Neal Miller,
since inception; joined
Fidelity in 1988

NEAL MILLER ON HIS UNIQUE
INVESTMENT APPROACH:

"The fund's goal is to seek stocks
of companies that `are likely to
benefit from social and economic
trends.' In doing so, I first try to
generate ideas. I look through
hundreds of magazines on a
weekly basis to try to identify
potential candidates for the
portfolio. My ideas tend to reflect
social attitudes, product
development, or demographic and
legislative activity. For example,
my emphasis on
construction-related names such
as Southdown and Martin
Marietta Materials during the
period can be traced to the fact
there is legislative action on the
table to increase road
construction in the U.S.

"Second, I try to identify trends
and verify them through research.
An example would be the move
from analog to digital
communications over the past
couple of years. More and more,
people are searching for the best
in digital products - be it
cameras, televisions, etc. The
fund's investment in Best Buy, an
electronics retailer specializing in
high-end digital products, reflects
this trend.

"Because the fund invests in
smaller- and medium-sized
emerging companies, my investing
style can be called aggressive. My
approach frequently leads me
into the high-growth areas of
sectors such as technology and
biotechnology, but I'm also keenly
aware of the risk profile of the
fund. I try to offset this by finding
stocks with favorable valuations."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF MAY 31,
1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE STOCKS 6 MONTHS AGO

CMGI, Inc. 11.2 3.7

Union Pacific Corp. 3.7 1.9

Immunex Corp. 2.9 0.1

Southdown, Inc. 2.7 2.9

Best Buy Co., Inc. 2.6 5.2

Micron Technology, Inc. 2.3 2.3

Lycos, Inc. 2.1 1.7

Martin Marietta Materials, Inc. 2.0 1.8

Global Marine, Inc. 1.8 0.2

AT&T Corp. 1.7 0.3

TOP FIVE MARKET SECTORS AS OF
MAY 31, 1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE MARKET SECTORS 6
MONTHS AGO

TECHNOLOGY 25.7 31.8

MEDIA & LEISURE 10.4 10.2

ENERGY 8.9 4.9

HEALTH 8.7 9.1

CONSTRUCTION & REAL ESTATE 6.1 6.8

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF MAY 31, 1999 * AS OF NOVEMBER 30, 1998 **

Stocks 92.8% Stocks 94.9%

Short-Term Investments 7.2% Short-Term Investments 5.1%

* FOREIGN INVESTMENTS 4.5% ** FOREIGN INVESTMENTS 2.3%

Row: 1, Col: 1, Value: 92.8 Row: 1, Col: 1, Value: 94.90000000000001
Row: 1, Col: 8, Value: 7.2 Row: 1, Col: 8, Value: 5.1
</TABLE>

INVESTMENTS MAY 31, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 92.8%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 0.4%

AEROSPACE & DEFENSE - 0.0%

Howmet International, Inc. (a) 100 $ 2

DEFENSE ELECTRONICS - 0.3%

Raytheon Co.:

Class A 45,600 3,030

Class B 64,500 4,390

7,420

SHIP BUILDING & REPAIR - 0.1%

General Dynamics Corp. 32,200 2,117

TOTAL AEROSPACE & DEFENSE 9,539

BASIC INDUSTRIES - 2.8%

CHEMICALS & PLASTICS - 0.1%

Intertape Polymer Group, Inc. 31,900 859

Lubrizol Corp. 85,400 2,349

Quixote Corp. 3,500 45

3,253

IRON & STEEL - 0.2%

Nucor Corp. 52,300 2,612

Oregon Steel Mills, Inc. 67,900 929

Pohang Iron & Steel Co. Ltd. 45,300 1,147
ADR

4,688

METALS & MINING - 2.0%

Martin Marietta Materials, 738,200 44,753
Inc.

PACKAGING & CONTAINERS - 0.1%

Ball Corp. 35,400 1,724

PAPER & FOREST PRODUCTS - 0.4%

The St. Joe Co. 301,000 8,221

TOTAL BASIC INDUSTRIES 62,639

CONSTRUCTION & REAL ESTATE -
6.1%

BUILDING MATERIALS - 5.7%

Florida Rock Industries, Inc. 378,000 15,073

Giant Cement Holding, Inc. (a) 159,900 3,518

Holderbank Financiere Glarus 900 1,070
AG (Bearer)

Lone Star Industries, Inc. 842,100 30,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
CONTINUED

BUILDING MATERIALS - CONTINUED

Southdown, Inc. 979,340 $ 62,066

U. S. Concrete, Inc. 25,100 223

Vulcan Materials Co. 376,400 17,009

128,959

CONSTRUCTION - 0.4%

Butler Manufacturing Co. 205,550 5,781

Lennar Corp. 35,500 803

Standard Pacific Corp. 87,900 1,154

7,738

TOTAL CONSTRUCTION & REAL 136,697
ESTATE

DURABLES - 2.2%

AUTOS, TIRES, & ACCESSORIES -
0.5%

Navistar International Corp. 230,900 11,401
(a)

CONSUMER ELECTRONICS - 0.3%

General Motors Corp. Class H 114,500 6,283
(a)

HOME FURNISHINGS - 0.5%

Bassett Furniture Industries, 112,000 2,688
Inc.

Bush Industries, Inc. Class 22,600 335
A.

La-Z-Boy, Inc. 137,000 2,723

Miller (Herman), Inc. 281,300 5,679

11,425

TEXTILES & APPAREL - 0.9%

K-Swiss, Inc. Class A 35,600 2,043

NIKE, Inc. Class B 219,300 13,364

Oshkosh B'Gosh, Inc. Class A 8,500 167

Quiksilver, Inc. (a) 153,000 4,361

Shaw Industries, Inc. (a) 71,300 1,203

21,138

TOTAL DURABLES 50,247

ENERGY - 8.9%

ENERGY SERVICES - 8.7%

Atwood Oceanics, Inc. (a) 359,400 10,423

Baker Hughes, Inc. 146,300 4,554

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

ENERGY SERVICES - CONTINUED

CAL Dive International, Inc. 161,600 $ 3,959
(a)

Coflexip SA sponsored ADR 187,400 7,683

Diamond Offshore Drilling, 170,000 4,633
Inc.

ENSCO International, Inc. 978,900 17,375

Global Marine, Inc. (a) 2,918,700 41,044

Helmerich & Payne, Inc. 419,000 9,768

Marine Drilling Companies, 1,487,200 21,379
Inc. (a)

Noble Drilling Corp. (a) 481,000 8,718

Santa Fe International Corp. 378,900 7,673

Schlumberger Ltd. 333,700 20,085

Smith International, Inc. 794,200 34,349

Varco International, Inc. (a) 523,200 4,774

196,417

OIL & GAS - 0.2%

Compagnie Generale de 123,100 1,177
Geophysique SA sponsored ADR
(a)

Cooper Cameron Corp. (a) 17,100 619

National-Oilwell, Inc. (a) 111,600 1,346

Petroleum Geo-Services ASA 121,300 1,956
sponsored ADR (a)

5,098

TOTAL ENERGY 201,515

FINANCE - 5.1%

BANKS - 0.8%

CCBT Bancorp, Inc. 13,000 211

Grupo Financiero Bancomer SA 393,000 134
de CV Series A

Marshall & Ilsley Corp. 13,400 938

National Bancorp of Alaska, 22,000 605
Inc.

Northrim Bank 11,775 127

Zions Bancorp 246,500 15,714

17,729

CREDIT & OTHER FINANCE - 0.4%

Concord EFS, Inc. (a) 28,100 952

Federal Agricultural Mortgage 95,700 6,508
Corp. Class C (a)

Investors Financial Services 39,200 1,382
Corp.

Jafco Co. Ltd. 43,000 1,718

10,560

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

INSURANCE - 0.3%

Brown & Brown, Inc. 14,600 $ 521

CIGNA Corp. 67,500 6,294

6,815

SECURITIES INDUSTRY - 3.6%

A.F.P. Provida SA ADR 14,500 295

Daiwa Securities Co. Ltd. 1,971,000 10,340

E*Trade Group, Inc. (a) 829,700 36,922

Knight/Trimark Group, Inc. 129,000 7,224
Class A (a)

Kokusai Securities Co. Ltd. 343,000 3,830

Legg Mason, Inc. 25,100 849

Morgan Keegan, Inc. 54,300 1,001

Nikko Securities Co. Ltd. 1,168,000 5,071

Nomura Securities Co. Ltd. 1,553,000 15,400

80,932

TOTAL FINANCE 116,036

HEALTH - 8.7%

DRUGS & PHARMACEUTICALS - 6.0%

Allergan, Inc. 149,100 13,866

Amgen, Inc. (a) 300,400 19,000

Bausch & Lomb, Inc. 59,300 4,529

Biogen, Inc. (a) 116,600 12,724

Chiron Corp. (a) 67,200 1,420

Genentech, Inc. (special) (a) 36,000 3,152

Genzyme Corp. (General 114,600 4,648
Division)

Hauser, Inc. (a) 437,900 1,067

ICOS Corp. (a) 33,300 1,459

Immunex Corp. (a) 501,100 65,707

Medimmune, Inc. (a) 115,500 7,349

Merck & Co., Inc. 10,300 695

Natural Alternatives 17,000 61
International, Inc. (a)

135,677

MEDICAL EQUIPMENT & SUPPLIES
- - 1.6%

AmeriSource Health Corp. 6,400 189
Class A (a)

Bard (C.R.), Inc. 165,200 7,548

Biomet, Inc. 175,500 7,009

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES
- - CONTINUED

Focal, Inc. (a) 346,900 $ 2,862

Guidant Corp. 28,500 1,425

Hillenbrand Industries, Inc. 159,300 6,681

MiniMed, Inc. (a) 54,200 3,201

VISX, Inc. (a) 167,000 8,674

37,589

MEDICAL FACILITIES MANAGEMENT
- - 1.1%

Columbia/HCA Healthcare Corp. 124,700 2,938

Express Scripts, Inc. Class A 85,800 6,017
(a)

Health Management Associates, 93,300 1,213
Inc. Class A (a)

Hooper Holmes, Inc. 48,400 877

Lifepoint Hospitals, Inc. 7,594 76

Quest Diagnostics, Inc. (a) 28,400 726

Total Renal Care Holdings, 78,668 1,210
Inc. (a)

Triad Hospitals, Inc. 7,594 77

Wellpoint Health Networks, 133,100 10,972
Inc. (a)

24,106

TOTAL HEALTH 197,372

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.5%

ELECTRICAL EQUIPMENT - 0.4%

VWR Scientific Products Corp. 347,900 9,959
(a)

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.0%

Ag-Chem Equipment, Inc. (a) 27,100 305

ASM Lithography Holding N V 335,900 14,822
(a)

Astec Industries, Inc. (a) 126,500 4,728

Manitowoc Co., Inc. 452,350 15,380

Stanley Works 1,004,100 32,696

67,931

POLLUTION CONTROL - 0.1%

IT Group, Inc. (The) (a) 118,300 1,989

TOTAL INDUSTRIAL MACHINERY & 79,879
EQUIPMENT

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - 10.4%

BROADCASTING - 7.2%

AT&T Corp. (Liberty Media 379,276 $ 25,198
Group) Class A (a)

BHC Communications, Inc. 132,000 15,972
Class A

Cablevision Systems Corp. 403,700 31,842
Class A (a)

CBS Corp. (a) 5,200 217

Chris-Craft Industries, Inc. 166,066 7,660

Comcast Corp. Class A 285,400 10,988
(special)

Cox Communications, Inc. 314,200 12,273
Class A (a)

EchoStar Communications Corp. 43,000 4,934
Class A (New) (a)

Grupo Televisa SA de CV 17,500 732
sponsored ADR (a)

Infinity Broadcasting Corp. 65,100 1,664
Class A (a)

MediaOne Group, Inc. 44,500 3,287

NTL, Inc. (a) 25,500 2,408

TCA Cable TV, Inc. 364,600 20,645

TCI Music, Inc. Class A (a) 69,300 2,209

Time Warner, Inc. 255,200 17,370

TV Guide, Inc. (a) 157,000 6,300

163,699

ENTERTAINMENT - 2.2%

Four Media Co. (a) 29,300 194

International Speedway Corp.:

Class A 192,100 9,413

Class B 140,500 7,025

King World Productions, Inc. 229,400 7,656
(a)

Speedway Motorsports, Inc. (a) 107,000 4,293

Viacom, Inc. Class B 540,500 20,809
(non-vtg.) (a)

49,390

LEISURE DURABLES & TOYS - 0.2%

Brunswick Corp. 62,600 1,502

Hasbro, Inc. 83,400 2,387

Winnebago Industries, Inc. 37,700 622

4,511

LODGING & GAMING - 0.2%

Championship Auto Racing 32,400 1,089
Teams, Inc. (a)

Harrah's Entertainment, Inc. 64,400 1,393
(a)

Mirage Resorts, Inc. (a) 25,500 523

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

LODGING & GAMING - CONTINUED

Penske Motorsports, Inc. (a) 15,200 $ 745

WMS Industries, Inc. (a) 55,300 750

4,500

PUBLISHING - 0.5%

Meredith Corp. 87,500 3,057

Reader's Digest Association, 192,400 7,047
Inc. Class A (non-vtg.)

Scoot.com PLC (a) 392,600 233

10,337

RESTAURANTS - 0.1%

CEC Entertainment, Inc. (a) 54,400 2,057

Sizzler International, Inc. 379,900 760
(a)

2,817

TOTAL MEDIA & LEISURE 235,254

NONDURABLES - 1.3%

BEVERAGES - 0.4%

Anheuser-Busch Companies, 93,900 6,861
Inc.

Brown-Forman Corp. Class B 43,200 2,881

9,742

FOODS - 0.9%

Ben & Jerry's Homemade, Inc. 10,100 283
Class A (a)

Chiquita Brands 19,300 156
International, Inc.

Dean Foods Co. 264,000 9,900

Smithfield Foods, Inc. (a) 10,200 272

Tootsie Roll Industries, Inc. 208,908 8,657

19,268

TOBACCO - 0.0%

Souza Cruz Industria Comerico 50,000 305

TOTAL NONDURABLES 29,315

RETAIL & WHOLESALE - 5.5%

APPAREL STORES - 1.8%

Abercrombie & Fitch Co. Class 184,128 15,490
A (a)

American Eagle Outfitters, 121,200 4,946
Inc. (a)

AnnTaylor Stores Corp. (a) 121,800 5,260

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

APPAREL STORES - CONTINUED

Buckle, Inc. (The) (a) 12,400 $ 343

Claire's Stores, Inc. 182,800 5,347

Venator Group, Inc. (a) 694,500 7,596

Wet Seal, Inc. Class A (a) 47,800 1,326

40,308

DRUG STORES - 0.3%

CVS Corp. 17,800 819

Drug Emporium, Inc. (a) 258,300 2,599

Walgreen Co. 150,500 3,499

6,917

GENERAL MERCHANDISE STORES -
0.3%

Ames Department Stores, Inc. 137,200 5,625
(a)

Nordstrom, Inc. 71,300 2,531

8,156

GROCERY STORES - 0.5%

Kroger Co. (a) 150,300 8,802

Safeway, Inc. (a) 37,400 1,739

10,541

RETAIL & WHOLESALE,
MISCELLANEOUS - 2.6%

Best Buy Co., Inc. (a) 1,292,400 58,804

Petco Animal Supplies, Inc. 2,100 30
(a)

Sports Authority, Inc. (The) 41,900 210
(a)

59,044

TOTAL RETAIL & WHOLESALE 124,966

SERVICES - 2.6%

ADVERTISING - 0.3%

Interpublic Group of 75,600 5,727
Companies, Inc.

Young & Rubicam, Inc. 35,200 1,346

7,073

EDUCATIONAL SERVICES - 0.3%

Apollo Group, Inc. Class A (a) 156,000 4,358

Devry, Inc. (a) 124,700 2,775

7,133

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - CONTINUED

LEASING & RENTAL - 0.1%

Hollywood Entertainment Corp. 71,200 $ 1,833
(a)

PRINTING - 0.2%

Cyrk, Inc. (a) 26,100 173

Donnelley (R.R.) & Sons Co. 88,800 3,219

3,392

SERVICES - 1.7%

ACNielsen Corp. (a) 6,600 186

Block (H&R), Inc. 33,200 1,600

CheckFree Holdings Corp. (a) 777,200 36,577

38,363

TOTAL SERVICES 57,794

TECHNOLOGY - 25.7%

COMMUNICATIONS EQUIPMENT - 2.3%

Andrew Corp. (a) 1,252,800 19,418

Ascend Communications, Inc. 279,400 25,897
(a)

Copper Mountain Networks, 600 38
Inc.

Nokia AB sponsored ADR 113,600 8,066

53,419

COMPUTER SERVICES & SOFTWARE
- - 17.4%

Aware, Inc. (a) 63,800 3,298

CMGI, Inc. (a) 2,442,800 253,126

CompUSA, Inc. (a) 101,800 821

Critical Path, Inc. (a) 93,000 4,958

CyberOptics Corp. (a) 11,000 138

HNC Software, Inc. (a) 49,200 1,331

Inktomi Corp. (a) 68,200 7,025

Intuit, Inc. (a) 14,300 1,164

Lycos, Inc. (a) 462,550 46,486

Macromedia, Inc. (a) 156,600 6,005

Microsoft Corp. (a) 8,200 662

National Computer Systems, 190,100 5,941
Inc.

New Era of Networks, Inc. (a) 67,900 3,022

Novell, Inc. (a) 658,500 15,475

Polycom, Inc. (a) 86,600 2,219

RealNetworks, Inc. (a) 403,300 28,584

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Rhythms NetConnections, Inc. 82,100 $ 3,982
(a)

SEI Investments Co. 33,100 3,376

TenFold Corp. (a) 600 16

TheStreet.Com, Inc. 600 21

Transaction Systems 148,300 4,727
Architects, Inc. Class A (a)

Tyler Technologies, Inc. (a) 134,100 805

393,182

COMPUTERS & OFFICE EQUIPMENT
- - 1.4%

Comverse Technology, Inc. (a) 109,300 7,385

Emulex Corp. (a) 86,800 6,836

Maxtor Corp. (a) 425,900 2,515

Network Appliance, Inc. (a) 61,100 2,881

Read-Rite Corp. (a) 680,300 4,486

Redback Networks, Inc. 200 22

Softbank Corp. 41,500 4,743

Symbol Technologies, Inc. 41,400 2,070

30,938

ELECTRONIC INSTRUMENTS - 0.1%

KLA-Tencor Corp. (a) 77,600 3,531

ELECTRONICS - 4.5%

Analog Devices, Inc. (a) 495,900 19,061

Arm Holdings PLC sponsored 38,200 1,115
ADR (a)

C-Cube Microsystems, Inc. (a) 13,500 338

Linear Technology Corp. 186,700 9,895

Maxim Integrated Products, 48,000 2,565
Inc. (a)

Micron Technology, Inc. (a) 1,342,700 50,939

QLogic Corp. (a) 24,700 2,711

Uniphase Corp. (a) 26,300 3,524

Xilinx, Inc. (a) 248,700 11,052

101,200

TOTAL TECHNOLOGY 582,270

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TRANSPORTATION - 4.1%

RAILROADS - 3.8%

Florida East Coast Industries 49,500 $ 1,733

Union Pacific Corp. 1,484,400 84,704

86,437

SHIPPING - 0.1%

Alexander & Baldwin, Inc. 106,600 2,412

Sea Containers Ltd. Class A 10,800 365

2,777

TRUCKING & FREIGHT - 0.2%

FDX Corp. (a) 30,200 1,663

Hunt (J.B.) Transport 115,600 1,951
Services, Inc.

3,614

TOTAL TRANSPORTATION 92,828

UTILITIES - 5.5%

CELLULAR - 0.1%

AirTouch Communications, Inc. 10,200 1,025
(a)

ELECTRIC UTILITY - 0.8%

Black Hills Corp. 62,450 1,436

Compania Energertica Minas 90,250,000 1,915
Gerais

Illinova Corp. 559,200 15,203

18,554

TELEPHONE SERVICES - 4.6%

Allegiance Telecom, Inc. (a) 132,400 4,899

AT&T Corp. 702,553 38,992

CAIS Internet, Inc. 1,100 14

Cincinnati Bell, Inc. 218,300 5,280

FirstCom Corp. (a) 30,000 191

Level 3 Communications, Inc. 78,100 6,131
(a)

MCI WorldCom, Inc. (a) 202,600 17,500

McLeodUSA, Inc. Class A (a) 35,900 1,921

Metromedia Fiber Network, 594,800 24,015
Inc. Class A (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Qwest Communications 79,992 $ 3,395
International, Inc. (a)

WinStar Communications, Inc. 43,800 2,165
(a)

104,503

TOTAL UTILITIES 124,082

TOTAL COMMON STOCKS 2,100,433
(Cost $1,411,720)

CASH EQUIVALENTS - 7.2%

Taxable Central Cash Fund (b) 163,894,707 163,895
(Cost $163,895)

TOTAL INVESTMENT IN $ 2,264,328
SECURITIES - 100%
(Cost $1,575,615)

</TABLE>

LEGEND

(a) Non-income producing

INCOME TAX INFORMATION

At May 31, 1999, the aggregate cost of investment securities for
income tax purposes was $1,581,578,000. Net unrealized appreciation
aggregated $682,750,000, of which $754,129,000 related to appreciated
investment securities and $71,379,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) MAY 31, 1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 2,264,328
value (cost $1,575,615) -
See accompanying schedule

Cash 95

Receivable for investments 27,695
sold

Receivable for fund shares 4,950
sold

Dividends receivable 864

Interest receivable 499

Other receivables 250

TOTAL ASSETS 2,298,681

LIABILITIES

Payable for investments $ 31,561
purchased

Payable for fund shares 4,013
redeemed

Accrued management fee 1,491

Other payables and accrued 343
expenses

Collateral on securities 1,040
loaned, at value

TOTAL LIABILITIES 38,448

NET ASSETS $ 2,260,233

Net Assets consist of:

Paid in capital $ 1,192,340

Accumulated net investment (3,797)
(loss)

Accumulated undistributed net 382,979
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 688,711
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 65,555 shares $ 2,260,233
outstanding

NET ASSET VALUE and $34.48
redemption price per share
($2,260,233 (divided by)
65,555 shares)

Maximum offering price per $35.55
share (100/97.00 of $34.48)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED MAY 31, 1999
(UNAUDITED)

INVESTMENT INCOME $ 3,034
Dividends

Interest (including income on 2,397
securities loaned of $308)

TOTAL INCOME 5,431

EXPENSES

Management fee Basic fee $ 6,397

Performance adjustment 814

Transfer agent fees 1,677

Accounting and security 332
lending fees

Non-interested trustees' 4
compensation

Custodian fees and expenses 33

Registration fees 79

Audit 15

Legal 11

Miscellaneous 111

Total expenses before 9,473
reductions

Expense reductions (245) 9,228

NET INVESTMENT INCOME (LOSS) (3,797)

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

Investment securities 391,704

Foreign currency transactions 14 391,718

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 319,912

Assets and liabilities in (2) 319,910
foreign currencies

NET GAIN (LOSS) 711,628

NET INCREASE (DECREASE) IN $ 707,831
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS SIX MONTHS ENDED MAY 31, 1999 YEAR ENDED NOVEMBER 30, 1998
(UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ (3,797) $ (1,916)
income (loss)

Net realized gain (loss) 391,718 152,303

Change in net unrealized 319,910 91,061
appreciation (depreciation)

NET INCREASE (DECREASE) IN 707,831 241,448
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (116,064) (182,103)
from net realized gains

Share transactions Net 441,915 450,687
proceeds from sales of shares

Reinvestment of distributions 111,045 176,758

Cost of shares redeemed (415,676) (685,294)

NET INCREASE (DECREASE) IN 137,284 (57,849)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 729,051 1,496
IN NET ASSETS

NET ASSETS

Beginning of period 1,531,182 1,529,686

End of period (including $ 2,260,233 $ 1,531,182
accumulated net investment
loss of $3,797 and $0,
respectively)

OTHER INFORMATION
Shares

Sold 14,085 19,108

Issued in reinvestment of 4,440 8,371
distributions

Redeemed (13,572) (29,373)

Net increase (decrease) 4,953 (1,894)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

SIX MONTHS ENDED MAY 31, 1999 YEARS ENDED NOVEMBER 30,

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 25.27 $ 24.48 $ 20.79 $ 18.11 $ 12.30 $ 11.97
period

Income from Investment
Operations

Net investment income (loss) D (.06) (.03) (.03) (.03) (.02) E (.01)

Net realized and unrealized 11.21 3.74 4.27 4.15 6.12 .64
gain (loss)

Total from investment 11.15 3.71 4.24 4.12 6.10 .63
operations

Less Distributions

From net realized gain (1.94) (2.92) (.55) (1.44) (.29) (.30)

Net asset value, end of $ 34.48 $ 25.27 $ 24.48 $ 20.79 $ 18.11 $ 12.30
period

TOTAL RETURN B, C 47.06% 17.55% 21.01% 24.88% 50.92% 5.33%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 2,260 $ 1,531 $ 1,530 $ 1,267 $ 544 $ 312
millions)

Ratio of expenses to average .95% A .86% .99% 1.07% 1.20% 1.32%
net assets

Ratio of expenses to average .93% A, F .83% F .94% F 1.03% F 1.18% F 1.29% F
net assets after expense
reductions

Ratio of net investment (.38)% A (.13)% (.13)% (.17)% (.15)% (.05)%
income (loss) to average
net assets

Portfolio turnover rate 128% A 121% 142% 158% 176% 199%

</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 PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $0.01 PER SHARE.
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.

NOTES TO FINANCIAL STATEMENTS
For the period ended May 31, 1999 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity New Millennium Fund (the fund) is a fund of Fidelity Mt.
Vernon Street Trust (the trust) and is authorized to issue an
unlimited number of shares. Effective the close of business on May 15,
1996, the fund was closed to new accounts. The trust is registered
under the Investment Company Act of 1940, as amended, as an open-end
management investment company organized as a Massachusetts business
trust. The financial statements have been prepared in conformity with
generally accepted accounting principles which require management to
make certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the fund:

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, foreign currency transactions,
passive foreign investment companies (PFIC), partnerships, non-taxable
dividends, net operating losses, and losses deferred due to wash
sales. The fund also utilized earnings and profits distributed to
shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences that will reverse in a subsequent period. Any taxable
income or gain remaining at fiscal year end is distributed in the
following year.

SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.

2. OPERATING POLICIES.

REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are

2. OPERATING POLICIES - CONTINUED

REPURCHASE AGREEMENTS - CONTINUED

marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $1,188,405,000 and $1,257,947,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $902,000 on sales of shares of the fund of which
$896,000 was retained.

TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

TRANSFER AGENT FEES - CONTINUED

asset-based fees that vary according to account size and type of
account. FSC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements. For the period, the
transfer agent fees were equivalent to an annualized rate of .17% of
average net assets.

ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's
accounting records and administers the security lending program. The
security lending fee is based on the number and duration of lending
transactions. The accounting fee is based on the level of average net
assets for the month plus out-of-pocket expenses.

5. INTERFUND LENDING PROGRAM.

The fund participated in the interfund lending program as a lender.
The average daily loan balance during the period for which loans were
outstanding amounted to $57,261,000. The weighted average interest
rate was 4.85%. Interest earned from the interfund lending program
amounted to $ 54,000 and is included in interest income on the
Statement of Operations.

6. SECURITY LENDING.

The fund loaned securities to certain brokers who paid the fund
negotiated lenders' fees. These fees are included in interest income.
The fund receives U.S. Treasury obligations and/or cash as collateral
against the loaned securities, in an amount at least equal to 102% of
the market value of the loaned securities at the inception of each
loan. This collateral must be maintained at not less than 100% of the
market value of the loaned securities during the period of the loan.
The market value of the loaned securities is determined at the close
of business of the fund and any additional required collateral is
delivered to the fund on the next business day. At period end, the
value of the securities loaned amounted to $1,004,000. The fund
received cash collateral of $1,040,000.

7. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $236,000 under this arrangement.

In addition, The fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $1,000 and $8,000, respectively, under these arrangements.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555

PRESS
1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.

(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM

(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)

TO WRITE FIDELITY

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and
send you written confirmation upon completion of your request.

(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5517

GENERAL CORRESPONDENCE

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75039-5517

GENERAL CORRESPONDENCE

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan

OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Neal P. Miller, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

* INDEPENDENT TRUSTEES

NMF-SANN-0799 80123
1.704547.101

CUSTODIAN
The Chase Manhattan Bank
New York, NY

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