FIDELITY MT VERNON STREET TRUST, N-30D, 1999-01-19

FIDELITY MT VERNON STREET TRUST
N-30D, 1999-01-19

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FIDELITY
AGGRESSIVE GROWTH
FUND
(FORMERLY FIDELITY EMERGING GROWTH FUND)

(2_FIDELITY_LOGOS)

ANNUAL REPORT
NOVEMBER 30, 1998

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing strategies.

PERFORMANCE 4 How the fund has done over time.

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

INVESTMENT CHANGES 10 A summary of major shifts in the fund's
investments over the past six months.

INVESTMENTS 11 A complete list of the fund's investments
with their market values.

FINANCIAL STATEMENTS 19 Statements of assets and liabilities,
operations, and changes in net assets,
as well as financial highlights.

NOTES 23 Footnotes to the financial statements.

REPORT OF INDEPENDENT 28 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 29

PROXY VOTING RESULTS 30

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:
The month of November proved to be a strong one for the stock and bond
markets. The Dow Jones Industrial Average reached a record high.
Merger activity, which had lulled during the summer correction, has
increased significantly. Small-cap stocks posted their third
consecutive month of positive returns, as did emerging markets. While
bond returns generally were not at the levels of their equity
counterparts, they were mostly positive nonetheless.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation.
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. 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).

CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY AGGRESSIVE GROWTH 27.89% 146.79% 417.05%

Russell Midcap Growth 8.20% 109.62% n/a

Russell 2000 (registered trademark) -6.62% 70.62% 243.58%

Mid-Cap Funds Average 3.34% 91.77% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on December 28, 1990. For example, if you had
invested $1,000 in a fund that had a 5% return over the past year, the
value of your investment would be $1,050. You can compare the fund's
returns to the performance of the Russell Midcap Growth Index - a
market capitalization-weighted index of U.S. domiciled
medium-capitalization growth oriented stocks and the performance of
the Russell 2000 Index - a market capitalization-weighted index of
2,000 small company stocks. To measure how the fund's performance
stacked up against its peers, you can compare it to the mid-cap funds
average, which reflects the performance of mutual funds with similar
objectives tracked by Lipper Analytical Services, Inc. The past one
year average represents a peer group of 309 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges.

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY AGGRESSIVE GROWTH 27.89% 19.80% 23.02%

Russell Midcap Growth 8.20% 15.95% n/a

Russell 2000 -6.62% 11.27% 16.84%

Mid-Cap Funds Average 3.34% 13.62% 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

$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 November 30,
1998, the value of the investment would have grown to $51,396 - a
413.96% 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 $35,818 - a 258.18% increase. Beginning with this
report, the fund will compare its performance to that of the Russell
Midcap Growth Index rather than the Russell 2000 Index. The Russell
Midcap Growth index more closely reflects the fund's investment
strategy.

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

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
When the final bell of the U.S. stock
market sounded on Monday,
November 23, 1998, the Dow
Jones Industrial Average stood at a
record high of 9374.27, serving
notice that the bleak economic
outlook from just a few short
months earlier would not keep
positive investor sentiment down.
For the 12-month period ending
November 30, 1998, the Dow -
an index of 30 blue-chip stocks -
returned 18.56%. What caused the
turnaround from the doldrums of
equity performance during the
summer and early fall? A variety of
factors: The economic problems in
Russia, Brazil and other emerging
markets began to dissipate; Asian
markets began to rebound; and,
perhaps most importantly, three
interest-rate cuts late in the period
by the Federal Reserve Board
helped stem the tide of a slowing
U.S. economy. All these factors
culminated in the Dow reaching its
record high late in November, a
peak that outpaced the previous
record set in July by nearly 40 points.
Small-cap stock performance was
still a far cry behind their large-cap
brethren. For the period, the Russell
2000 Index - a popular measure
of small-cap stock performance -
returned -6.62%, significantly
trailing the large-cap weighted
Standard & Poor's 500 Index's
return of 23.66%. Despite the late
rally in the equity market, this kind
of volatility has characterized the
entire year, and when it will level
off is impossible to predict.

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

Q. HOW DID THE FUND PERFORM, ERIN?
A. Very well. For the 12-month period that ended November 30, 1998,
the fund had a total return of 27.89%. This outperformed both the
Russell Midcap Growth Index, which returned 8.20%, and the mid-cap
funds average as measured by Lipper Analytical Services, which
returned 3.34% for the same 12-month period.
Q. YOU BEAT YOUR MID-CAP BENCHMARK AND PEER GROUP BY A STAGGERING
AMOUNT. IN FACT, YOU EVEN TOPPED THE ONE-YEAR 23.66% RETURN OF THE
LARGE-CAPITALIZATION ORIENTED STANDARD & POOR'S 500 INDEX. WHAT MADE
THE DIFFERENCE?
A. The fund outperformed its index and peer group largely on the
strength of its overweighted positions in technology and health care.
There were some strong stock performers within those two groups, which
produced significant returns for the fund's shareholders. Combined,
the technology and health care sectors represented well over 50% of
the fund's investments at the end of the period, and overall both
performed very well.
Q. ON JANUARY 29, 1999, THE FUND WILL CHANGE ITS NAME FROM FIDELITY
EMERGING GROWTH FUND TO FIDELITY AGGRESSIVE GROWTH FUND, AND THE
FUND'S INVESTMENT POLICIES WILL BE MODIFIED. WHY?
A. Let's start with a little background: The fund's investment policy
has been to seek capital appreciation by investing in equity
securities of emerging-growth companies and, under normal conditions,
to invest at least 65% of its total assets in such securities. The
fund focused on companies with market caps of $5 billion or less, but
emerging-growth companies - those in the development stage of their
life cycle with accelerated earnings or revenue growth potential - may
be of any size. With the name change to Aggressive Growth, the fund
will continue to invest in companies with the potential for
accelerated revenue growth and will focus its investments in
medium-sized companies. The fund will also retain its ability to make
broad, substantial investments in larger or smaller companies.
Q. STARTING WITH THIS REPORT, THE FUND WILL COMPARE ITS PERFORMANCE TO
THE RUSSELL MIDCAP GROWTH INDEX RATHER THAN THE RUSSELL 2000 INDEX . .
.
A. That's right. Given the fund's focus on stocks with significant
earnings growth, the Russell Midcap Growth Index more closely reflects
the fund's investment strategy than the Russell 2000 Index, which
measures the performance of small-cap U.S. companies. The Midcap
Growth index focuses more on mid-cap companies with strong growth
potential rather than small-cap growth and value stocks.
Q. MANY OF THE FUND'S TOP HOLDINGS AT THE END OF THE PERIOD WERE OF
THE LARGE-CAP VARIETY. WHY?
A. Determining which will be the fastest earnings-growth companies is
first and foremost what drives investment decisions for the fund.The
fund has always been run with an aggressive, earnings-growth focus.
During the period, those best opportunities seemed to be in larger
companies, particularly in the technology and health care sectors. The
stock market, which has performed extremely well over the past several
years, has awarded the fastest-growing companies very high
price/earnings (P/E) ratios very quickly. Look at Yahoo! for example.
The company already has a $20 billion market value, and a significant
multiple of revenues for a relatively young company, meaning its stock
price is high compared to the company's revenue. Additionally, there
has been significant consolidation activity across industries, and
several fast-growing larger companies with high P/E multiples have
used their rich multiples to bolster their market position. For
example, this might mean buying a smaller company with an interesting
product that allows the combined companies to offer a more complete
solution to their customers. Or, it might mean acquiring a regional
company, so the two companies combined can take advantage of a
national presence and gain market share. These kinds of mergers and
acquisitions are impacting market capitalization, since attractive
smaller companies are being bought.
Q. SIX OF THE FUND'S TOP EIGHT STOCKS ARE NEW COMPARED TO SIX MONTHS
AGO. WHAT CAN YOU TELL US ABOUT YOUR STRATEGY BEHIND THESE MOVES?
A. This is partly due to the market consolidation we just talked
about; if I owned two companies that merged, the combined holding
became larger in the fund. As an example, the fund had separate
holdings in WorldCom and MCI, and the merger that resulted in MCI
WorldCom made that company the fund's fourth-largest holding. Another
reason for new names appearing in the fund's top holdings is that I
took advantage of the market correction in October to increase
exposure to certain stocks that looked particularly attractive,
especially in the networking area.
Q. REGARDING THE PERFORMANCE OF THE FUND OVER THE PAST YEAR, WHAT
SPECIFIC STOCKS BENEFITED PERFORMANCE? WHAT HOLDINGS PROVED TO BE
DISAPPOINTMENTS?
A. Internet stocks America Online and Yahoo! were top performers, as
each benefited from the increased use of the Web by consumers, and
fast earnings growth driven by traditional advertisers spending money
to advertise on the Internet. I later sold Yahoo! to take some profits
for the fund. Medtronic, which has a very solid pacemaker franchise
within the medical technology sector, produced strong returns.
Drug-store chain CVS was also a very strong performer and has done a
phenomenal job of integrating its acquisition of another drug-store
chain, Revco. As far as detractors go, French
telecommunication-related company Alcatel corrected significantly
after announcing a bleak order outlook for the future. Computer
superstore CompUSA missed sales expectations and revenue trends were
discouraging. The fund no longer owns Alcatel or CompUSA.
Q. TECHNOLOGY, WHICH REPRESENTED APPROXIMATELY 24% OF THE FUND'S TOTAL
INVESTMENTS A YEAR AGO, WAS ABOUT 37% AT THE END OF THE PERIOD. WHAT
DROVE YOUR INTEREST IN THIS SECTOR?
A. The increase in the fund's technology weighting was partly due to
additional buying of technology names, and partly due to the strong
stock performance of the sector. Fundamentals - or the basic business
profile - for the group improved over the past year for a few reasons,
one of which was the completion of a significant inventory correction.
When Asia ran into its economic woes in late 1997, worldwide demand
for PCs and related components weakened, causing excess inventory.
Company revenue growth suffered as the distribution channel reduced
inventory levels to match demand. By the third quarter, however, much
of the inventory correction was behind us and when companies began
reporting their results, revenue growth more closely matched the
underlying robust demand trends. After a few quarters of missed
estimates, many companies actually started reporting significant
upside earnings surprises in the third quarter. A second factor that
benefited the technology industry was the three interest-rate cuts
made by the Federal Reserve Board. Interest-rate cuts generally help
boost the entire stock market, and particularly benefit stocks with
high P/E ratios, which is the case with many technology names.
Q. WHAT'S YOUR OUTLOOK FOR THE FUND, ERIN?
A. The fund will continue to focus on the fastest earnings-growth
companies. The health care sector looks attractive given the strong
secular growth rates - meaning this sector is less susceptible to a
recession; people will need health care regardless of economic
conditions. As I mentioned, technology still looks strong and the
companies are no longer being negatively affected by the inventory
correction caused by the Asian crisis earlier in the year. But given
the Year 2000 concerns, I think technology will continue to be a
volatile area, and I'll have to pay close attention to underlying
demand.

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.

ERIN SULLIVAN ON HER
STOCK PICKING PHILOSOPHY:
"When I choose stocks for the fund, I
focus on the fastest-earnings growth
companies. A company's revenue
growth can be enhanced in many
ways. Strong revenues can be driven
by new markets, which I find
particularly appealing because the
growth rates are very high. New
markets present a company with a
huge opportunity to grow
significantly. The Internet is a
perfect example. It's not
unprecedented for stock valuations
in a new market to get stratospheric,
which has been the case with many
Internet stocks. The other things I
really like in terms of stocks with
revenue growth potential are new
products and new services. I also
look for companies with
cost-effective alternatives to current
practices - whether a product or
service - allowing the company to
potentially gain significant market
share. I really prefer strong unit
growth to revenue growth driven by
pricing. By that I mean I'd rather
see a company sell more units of
what it offers to increase profits,
rather than simply raise prices, since
the ability to raise prices can erode
quickly, which can very negatively
impact earnings. I also look for
companies in markets that are
growing very fast, have strong balance
sheets, strong cash flows and the
financial flexibility to take advantage
of acquisition opportunities."

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 November 30,
1998, more than $2.5 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
(checkmark)

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF NOVEMBER 30, 1998

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

CVS Corp. 4.7 4.1

Cisco Systems, Inc. 4.4 1.9

Medtronic, Inc. 4.2 4.3

MCI WorldCom, Inc. 4.2 3.6

Ascend Communications, Inc. 4.1 0.6

Warner-Lambert Co. 3.1 0.0

America Online, Inc. 2.7 1.3

Qwest Communications International, Inc. 2.5 0.1

Safeway, Inc. 2.5 2.1

BMC Software, Inc. 2.4 4.3

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
TOP FIVE MARKET SECTORS AS OF NOVEMBER 30, 1998

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

TECHNOLOGY 37.1 30.3

HEALTH 19.1 24.6

RETAIL & WHOLESALE 11.4 18.8

MEDIA & LEISURE 8.7 4.6

UTILITIES 7.4 5.3

</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF NOVEMBER 30, 1998* AS OF MAY 31, 1998**
ROW: 1, COL: 1, VALUE: 96.59999999999999
ROW: 1, COL: 2, VALUE: 3.4
STOCKS 95.6%
SHORT-TERM
INVESTMENTS 4.4%
FOREIGN
INVESTMENTS 3.9%
STOCKS 96.6%
SHORT-TERM
INVESTMENTS 3.4%
FOREIGN
INVESTMENTS 3.9%
ROW: 1, COL: 1, VALUE: 95.59999999999999
ROW: 1, COL: 2, VALUE: 4.4
*
**

INVESTMENTS NOVEMBER 30, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 96.6%

SHARES VALUE (NOTE 1)
(000S)

AEROSPACE & DEFENSE - 0.3%

SHIP BUILDING & REPAIR - 0.3%

General Dynamics Corp. 120,000 $ 6,968

CONSTRUCTION & REAL ESTATE - 0.2%

BUILDING MATERIALS - 0.2%

Masco Corp. 200,000 5,775

DURABLES - 0.7%

AUTOS, TIRES, & ACCESSORIES - 0.1%

TRW, Inc. 40,000 2,203

CONSUMER ELECTRONICS - 0.6%

Newell Co. 350,000 15,488

HOME FURNISHINGS - 0.0%

Leggett & Platt, Inc. 6,300 143

Linens'n Things, Inc. (a) 6,200 190

333

TOTAL DURABLES 18,024

ENERGY - 0.5%

ENERGY SERVICES - 0.2%

BJ Services Co. (a) 50,000 691

Halliburton Co. 69,800 2,050

Schlumberger Ltd. 60,000 2,681

5,422

OIL & GAS - 0.3%

Conoco, Inc. Class A (a) 245,000 5,803

Newfield Exploration Co. (a) 6,100 119

Noble Affiliates, Inc. 40,000 1,013

Tosco Corp. 29,200 763

Vastar Resources, Inc. 1,700 69

7,767

TOTAL ENERGY 13,189

FINANCE - 5.5%

BANKS - 0.9%

Banco Santander Puerto Rico (a) 24,300 559

Comerica, Inc. 250,000 16,125

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

FINANCE - CONTINUED

BANKS - CONTINUED

North Fork Bancorp, Inc. 70,400 $ 1,483

Zions Bancorp 100,000 5,050

23,217

CREDIT & OTHER FINANCE - 1.4%

Associates First Capital Corp. 241,000 18,768

Providian Financial Corp. 166,700 15,305

34,073

FEDERAL SPONSORED CREDIT - 1.0%

Fannie Mae 350,000 25,463

INSURANCE - 2.0%

AFLAC, Inc. 250,000 9,219

American Bankers Insurance Group, Inc. 250,000 11,344

Progressive Corp. 100,000 14,838

SunAmerica, Inc. 200,000 15,850

51,251

SECURITIES INDUSTRY - 0.2%

Schwab (Charles) Corp. 100,000 5,638

TOTAL FINANCE 139,642

HEALTH - 19.1%

DRUGS & PHARMACEUTICALS - 10.0%

Amgen, Inc. (a) 100,000 7,525

Biogen, Inc. (a) 450,000 34,144

Centocor, Inc. (a) 300,000 12,150

Elan Corp. PLC ADR (a) 312,500 21,289

Forest Laboratories, Inc. (a) 370,900 17,293

Lilly (Eli) & Co. 421,700 37,821

Mylan Laboratories, Inc. 200,000 6,638

Schering-Plough Corp. 345,000 36,699

Warner-Lambert Co. 1,040,000 78,520

252,079

MEDICAL EQUIPMENT & SUPPLIES - 8.9%

Biomet, Inc. 250,000 9,563

Boston Scientific Corp. (a) 248,100 12,281

Cardinal Health, Inc. 151,500 10,397

Cyberonics, Inc. (a) 33,700 366

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES - CONTINUED

Johnson & Johnson 350,000 $ 28,438

McKesson Corp. 232,000 16,516

Medtronic, Inc. 1,585,400 107,312

Pall Corp. 380,000 8,835

Sofamor/Danek Group, Inc. (a) 75,000 8,386

St. Jude Medical, Inc. (a) 752,000 21,855

Thermo Cardiosystems, Inc. (a) 121,300 1,410

225,359

MEDICAL FACILITIES MANAGEMENT - 0.2%

Health Management Associates, Inc. Class A (a) 243,100 5,272

TOTAL HEALTH 482,710

INDUSTRIAL MACHINERY & EQUIPMENT - 2.4%

ELECTRICAL EQUIPMENT - 0.3%

General Instrument Corp. (a) 300,000 8,438

INDUSTRIAL MACHINERY & EQUIPMENT - 1.3%

ASM Lithography Hldg N V (a) 500,000 14,156

PRI Automation, Inc. 20,000 480

Tyco International Ltd. 257,363 16,938

31,574

POLLUTION CONTROL - 0.8%

Waste Management, Inc. 481,625 20,650

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 60,662

MEDIA & LEISURE - 8.7%

BROADCASTING - 7.1%

Cablevision Systems Corp. Class A (a) 120,000 4,965

Clear Channel Communications, Inc. (a) 400,000 18,700

Comcast Corp. Class A (special) 400,000 19,400

Cox Communications, Inc. Class A (a) 300,000 15,806

Fox Entertainment Group, Inc. (a) 300,000 7,088

Heftel Broadcasting Corp. Class A (a) 280,000 13,055

MediaOne Group, Inc. 160,000 6,480

Metromedia Fiber Network, Inc. Class A (a) 250,000 12,969

Tele-Communications, Inc. (TCI Group) Series A (a) 420,000 17,745

Time Warner, Inc. 397,942 42,082

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

Univision Communications, Inc. Class A (a) 478,600 $ 13,401

USA Networks, Inc. (a) 39,400 1,244

Westwood One, Inc. (a) 260,000 6,890

179,825

ENTERTAINMENT - 1.1%

Premier Parks, Inc. (a) 249,100 6,757

Tele-Communications, Inc. (TCI Ventures Group) Series A (a) 50,000 991

Viacom, Inc. Class B (non-vtg.) (a) 300,000 19,969

27,717

LEISURE DURABLES & TOYS - 0.5%

Harley-Davidson, Inc. 200,000 8,363

Mattel, Inc. 150,000 5,184

13,547

TOTAL MEDIA & LEISURE 221,089

NONDURABLES - 2.0%

FOODS - 0.8%

Quaker Oats Co. 248,000 15,221

Suiza Foods Corp. (a) 84,600 4,008

Vlasic Foods International, Inc. (a) 75,000 1,622

20,851

HOUSEHOLD PRODUCTS - 1.2%

Church & Dwight Co., Inc. 136,800 4,728

Clorox Co. 120,000 13,328

First Brands Corp. 303,700 11,370

29,426

TOTAL NONDURABLES 50,277

RETAIL & WHOLESALE - 11.4%

APPAREL STORES - 0.2%

Payless ShoeSource, Inc. (a) 50,000 2,438

TJX Companies, Inc. 130,400 3,342

5,780

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

RETAIL & WHOLESALE - CONTINUED

DRUG STORES - 4.7%

CVS Corp. 2,428,696 $ 119,904

GENERAL MERCHANDISE STORES - 0.3%

Costco Companies, Inc. (a) 70,000 4,393

Family Dollar Stores, Inc. 25,000 502

Saks Holdings, Inc. (a) 49,175 1,352

6,247

GROCERY STORES - 4.4%

Great Atlantic & Pacific Tea, Inc. 16,000 437

Hannaford Brothers Co. 154,400 7,218

Kroger Co. (a) 240,000 12,735

Meyer (Fred), Inc. (a) 550,000 27,981

Safeway, Inc. (a) 1,169,200 61,748

110,119

RETAIL & WHOLESALE, MISCELLANEOUS - 1.8%

Bed Bath & Beyond, Inc. (a) 3,200 100

Home Depot, Inc. 100,000 4,975

Office Depot, Inc. (a) 700,000 22,750

Tandy Corp. 406,100 18,300

46,125

TOTAL RETAIL & WHOLESALE 288,175

SERVICES - 1.3%

ADVERTISING - 0.7%

CMG Information Services, Inc. (a) 50,000 3,875

Omnicom Group, Inc. 4,800 257

Outdoor Systems, Inc. (a) 500,000 13,500

17,632

SERVICES - 0.6%

ACNielsen Corp. (a) 26,200 722

First Consulting Group, Inc. (a) 609,900 14,333

15,055

TOTAL SERVICES 32,687

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - 37.1%

COMMUNICATIONS EQUIPMENT - 11.3%

3Com Corp. (a) 296,600 $ 11,475

ADC Telecommunications, Inc. (a) 240,900 7,197

Advanced Fibre Communications, Inc. (a) 500,000 4,391

Ascend Communications, Inc. (a) 1,851,600 104,037

Carrier Access Corp. (a) 101,000 2,702

Cisco Systems, Inc. (a) 1,470,000 110,801

Com21, Inc. (a) 30,000 540

Newbridge Networks Corp. (a) 250,000 7,313

OY Nokia AB sponsored ADR 373,300 36,583

Tekelec (a) 99,100 1,536

286,575

COMPUTER SERVICES & SOFTWARE - 10.9%

America Online, Inc. 784,200 68,667

BMC Software, Inc. 1,198,900 61,219

Citrix Systems, Inc. (a) 100,000 8,300

CSG Systems International, Inc. (a) 217,500 13,648

E Trade Group, Inc. (a) 100,000 2,706

Electronics for Imaging, Inc. (a) 40,000 1,073

Equant NV (a) 70,600 3,976

International Network Services (a) 155,000 8,467

International Telecom Data Systems, Inc. 107,900 2,657

Intuit, Inc. (a) 325,000 18,809

Lycos, Inc. (a) 335,600 19,800

Microsoft Corp. (a) 477,700 58,279

NCR Corp. (a) 50,000 1,863

RealNetworks, Inc. 30,000 1,140

Veritas Software Corp. (a) 100,000 5,975

276,579

COMPUTERS & OFFICE EQUIPMENT - 4.6%

Compaq Computer Corp. 100,000 3,250

EMC Corp. (a) 540,000 39,150

Ingram Micro, Inc. Class A (a) 720,000 30,600

Network Appliance, Inc. 424,700 31,906

Quantum Corp. (a) 300,000 6,638

SCI Systems, Inc. (a) 105,200 5,115

116,659

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

ELECTRONIC INSTRUMENTS - 4.1%

Applied Materials, Inc. (a) 770,000 $ 29,838

KLA-Tencor Corp. (a) 400,000 13,625

Novellus Systems, Inc. (a) 20,000 993

Perkin-Elmer Corp. 216,300 20,170

Teradyne, Inc. (a) 994,200 31,877

Varian Associates, Inc. 190,200 7,525

104,028

ELECTRONICS - 6.2%

Altera Corp. (a) 100,000 4,906

AMP, Inc. 100,000 4,838

Celestica, Inc. (sub-vtg.) (a) 131,000 2,683

Intel Corp. 530,000 57,041

Lattice Semiconductor Corp. (a) 150,000 5,531

Micron Technology, Inc. (a) 477,100 19,710

Motorola, Inc. 200,000 12,400

Rambus, Inc. (a) 80,000 7,085

Storage Technology Corp. (a) 300,000 10,500

Texas Instruments, Inc. 340,000 25,968

Unitrode Corp. (a) 300,000 5,081

155,743

TOTAL TECHNOLOGY 939,584

UTILITIES - 7.4%

CELLULAR - 0.3%

AirTouch Communications, Inc. (a) 50,000 2,859

Western Wireless Corp. Class A (a) 200,000 3,625

6,484

TELEPHONE SERVICES - 7.1%

ESAT Telecom Group PLC sponsored ADR (a) 160,000 5,520

Global Crossing Ltd. (a) 116,100 4,397

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

MCI WorldCom, Inc. (a) 1,810,849 $ 106,840

Qwest Communications International, Inc. (a) 1,562,581 62,503

179,260

TOTAL UTILITIES 185,744

TOTAL COMMON STOCKS 2,444,526
(Cost $1,926,850)

CASH EQUIVALENTS - 3.4%

Taxable Central Cash Fund (b) 86,369,557 86,370
(Cost $86,370)

TOTAL INVESTMENT IN SECURITIES - 100% $ 2,530,896
(Cost $2,013,220)
</TABLE>

LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.81%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.

INCOME TAX INFORMATION
At November 30, 1998, the aggregate cost of investment securities for
income tax purposes was $2,030,031,000. Net unrealized appreciation
aggregated $500,865,000, of which $521,454,000 related to appreciated
investment securities and $20,589,000 related to depreciated
investment securities.
The fund hereby designates approximately $277,404,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) NOVEMBER 30, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $2,013,220) - $ 2,530,896
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 77,749

RECEIVABLE FOR FUND SHARES SOLD 5,834

DIVIDENDS RECEIVABLE 653

INTEREST RECEIVABLE 333

REDEMPTION FEES RECEIVABLE 5

OTHER RECEIVABLES 830

TOTAL ASSETS 2,616,300

LIABILITIES

PAYABLE TO CUSTODIAN BANK $ 1,870

PAYABLE FOR INVESTMENTS PURCHASED 93,439

PAYABLE FOR FUND SHARES REDEEMED 7,681

ACCRUED MANAGEMENT FEE 1,597

OTHER PAYABLES AND ACCRUED EXPENSES 618

TOTAL LIABILITIES 105,205

NET ASSETS $ 2,511,095

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 1,740,448

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 252,970
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 517,677
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 84,104 SHARES OUTSTANDING $ 2,511,095

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $29.86
PER SHARE ($2,511,095 (DIVIDED BY) 84,104 SHARES)

</TABLE>

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1998

INVESTMENT INCOME $ 5,373
DIVIDENDS

INTEREST 2,796

TOTAL INCOME 8,169

EXPENSES

MANAGEMENT FEE $ 13,895
BASIC FEE

PERFORMANCE ADJUSTMENT 3,177

TRANSFER AGENT FEES 5,402

ACCOUNTING FEES AND EXPENSES 787

NON-INTERESTED TRUSTEES' COMPENSATION 9

CUSTODIAN FEES AND EXPENSES 57

REGISTRATION FEES 146

AUDIT 39

LEGAL 16

INTEREST 6

REPORTS TO SHAREHOLDERS 2

MISCELLANEOUS 5

TOTAL EXPENSES BEFORE REDUCTIONS 23,541

EXPENSE REDUCTIONS (784) 22,757

NET INVESTMENT INCOME (LOSS) (14,588)

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

INVESTMENT SECURITIES (INCLUDING REALIZED GAIN OF $31 282,866
ON SALES OF INVESTMENTS IN AFFILIATED ISSUERS)

FOREIGN CURRENCY TRANSACTIONS (71) 282,795

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 257,932

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 1 257,933

NET GAIN (LOSS) 540,728

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 526,140
FROM OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30,
1998 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ (14,588) $ (11,509)
NET INVESTMENT INCOME (LOSS)

NET REALIZED GAIN (LOSS) 282,795 461,691

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 257,933 (213,582)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 526,140 236,600
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS FROM NET REALIZED GAINS (404,243) (23,421)

SHARE TRANSACTIONS 517,086 471,709
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 398,240 23,095

COST OF SHARES REDEEMED (504,218) (669,838)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 411,108 (175,034)
FROM SHARE TRANSACTIONS

REDEMPTION FEES 383 351

TOTAL INCREASE (DECREASE) IN NET ASSETS 533,388 38,496

NET ASSETS

BEGINNING OF PERIOD 1,977,707 1,939,211

END OF PERIOD $ 2,511,095 $ 1,977,707

OTHER INFORMATION
SHARES

SOLD 18,826 17,286

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 17,704 913

REDEEMED (19,064) (25,113)

NET INCREASE (DECREASE) 17,466 (6,914)

</TABLE>

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

1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

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

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME (LOSS) C (.18) (.17) (.07) (.14) (.07)

NET REALIZED AND UNREALIZED 6.44 3.79 3.10 7.99 .34
GAIN (LOSS)

TOTAL FROM INVESTMENT 6.26 3.62 3.03 7.85 .27
OPERATIONS

LESS DISTRIBUTIONS

FROM NET REALIZED GAIN (6.08) (.32) (1.08) (.04) (3.33)

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

NET ASSET VALUE, END OF PERIOD $ 29.86 $ 29.68 $ 26.37 $ 24.41 $ 16.58

TOTAL RETURN A, B 27.89% 13.98% 13.27% 47.59% 1.27%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 2,511 $ 1,978 $ 1,939 $ 1,332 $ 611
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE 1.08% 1.09% 1.10% 1.10% 1.04%
NET ASSETS

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

RATIO OF NET INVESTMENT INCOME (.67)% (.60)% (.31)% (.66)% (.41)%
(LOSS) TO AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 199% 212% 105% 102% 180%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
B TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS).

NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1998

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Emerging Growth Fund (the fund) is a fund of Fidelity Mt.
Vernon Street Trust (the trust) and is authorized to issue an
unlimited number of shares. The trust is registered under the
Investment Company Act of 1940, as amended, 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. Effective January 29, 1999, Fidelity Emerging Growth Fund
will change its name to Fidelity Aggressive Growth Fund. 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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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, which includes accretion of original issue discount,
is accrued as earned. Investment income is recorded net of foreign
taxes withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
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 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
2. OPERATING POLICIES - CONTINUED
FOREIGN CURRENCY CONTRACTS - CONTINUED
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.
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 $4,347,565,000 and $4,233,207,000, 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
than the contractual rates in effect during the period, FMR
voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The basic fee is subject to a performance
adjustment (up to a maximum of (plus/minus).20% of the fund's average
net assets over the performance period) based on the fund's investment
performance as compared to the appropriate index over a specified
period of time. For the period, the management fee was equivalent to
an annual rate of .79% of average net assets after the performance
adjustment.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $620,000 on sales of shares of the fund of which
$618,000 was retained. Effective September 30, 1998, the fund's 3%
sales charge was eliminated.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .25% 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 $766,000 for the
period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. Under the most
restrictive arrangement, the fund must pledge to the bank securities
having a market value in excess of 220% of the total bank borrowings.
The interest rate on the borrowings is the bank's base rate, as
revised from time to time. The maximum loan and the average daily loan
balances during the period for which loans were outstanding amounted
to $10,798,000 and $6,970,000, respectively. The weighted average
interest rate was 6.03%.
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 $697,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and
6. EXPENSE REDUCTIONS - CONTINUED
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 $78,000, respectively, under these arrangements.
7. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:

SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Gadzooks, Inc. $ - $ 2,299 $ - $ -
</TABLE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Mt. Vernon Street Trust and the
Shareholders of Fidelity Emerging Growth Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Emerging Growth Fund (a fund of Fidelity Mt. Vernon Street
Trust) at November 30, 1998, the results of its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Fidelity Emerging Growth Fund's management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation
of securities at November 30, 1998 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion
expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 8, 1999

DISTRIBUTIONS

The Board of Trustees of Fidelity Aggressive Growth Fund voted to pay
to shareholders of record at the opening of business on record date,
the following distributions derived from capital gains realized from
sales of portfolio securities, and dividends derived from net
investment income:

PAY DATE 12/29/97 1/5/98 12/21/98 1/11/99

RECORD DATE 12/26/97 1/2/98 12/18/98 1/8/99

DIVIDENDS - - - -

SHORT-TERM
CAPITAL GAINS $2.20 $.06 - $.45

LONG-TERM
CAPITAL GAINS $3.80 $.02 $2.00 $.27

LONG-TERM
CAPITAL GAIN PERCENTAGES:
28% rate 53.43% - - -
20% rate 46.57% 100% 100% 100%
A total of 2% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.

PROXY VOTING RESULTS

A special meeting of the fund's shareholders was held on January 13,
1999. The results of votes taken among shareholders on proposals
before them are reported below. Each vote reported represents one
dollar of net asset value held on the record date for the meeting.
PROPOSAL 1
To elect as Trustees the following twelve nominees.
# OF % OF
VOTES CAST VOTES CAST
RALPH F. COX
AFFIRMATIVE 6,724,088,439.90 93.797

WITHHELD 444,634,588.31 6.203

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

PHYLLIS BURKE DAVIS
AFFIRMATIVE 6,721,351,878.03 93.759

WITHHELD 447,371,150.18 6.241

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

ROBERT M. GATES
AFFIRMATIVE 6,720,948,137.62 93.754

WITHHELD 447,774,890.59 6.246

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

# OF % OF
VOTES CAST VOTES CAST
EDWARD C. JOHNSON 3D
AFFIRMATIVE 6,722,591,433.36 93.777

WITHHELD 446,131,594.85 6.223

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

E. BRADLEY JONES
AFFIRMATIVE 6,712,908,507.76 93.641

WITHHELD 155,814,520.45 6.359

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

DONALD J. KIRK
AFFIRMATIVE 6,725,717,309.70 93.820

WITHHELD 443,005,718.51 6.180

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

# OF % OF
VOTES CAST VOTES CAST
PETER S. LYNCH
AFFIRMATIVE 6,725,505,075.80 93.817

WITHHELD 443,217,952.41 6.183

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

WILLIAM O. MCCOY
AFFIRMATIVE 6,726,580,201.40 93.832

WITHHELD 442,142,826.81 6.168

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

GERALD C. MCDONOUGH
AFFIRMATIVE 6,716,677,393.94 93.694

WITHHELD 452,045,634.27 6.306

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

# OF % OF
VOTES CAST VOTES CAST
MARVIN L. MANN
AFFIRMATIVE 6,726,004,407.95 93.824

WITHHELD 442,718,620.26 6.176

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

ROBERT C. POZEN
AFFIRMATIVE 6,725,528,051.25 93.817

WITHHELD 443,194,976.96 6.183

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

THOMAS R. WILLIAMS
AFFIRMATIVE 6,719,510,724.55 93.734

WITHHELD 449,212,303.66 6.266

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

PROPOSAL 2
To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the fund.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 1,098,986,736.76 91.881

AGAINST 16,132,783.30 1.348

ABSTAIN 80,983,095.57 6.771

TOTAL 1,196,102,615.63 100.000

PROPOSAL 3
To authorize the Trustees to adopt an amended and restated Declaration
of Trust.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 6,096,875,296.08 85.266

AGAINST 326,513,059.73 4.567

ABSTAIN 727,015,100.07 10.167

TOTAL 7,150,403,455.88 100.000

NOT VOTING 18,334,054.77

PROPOSAL 4
To approve an amended management contract, including a change in
performance adjustment benchmark, for Fidelity Aggressive Growth Fund
(formerly Fidelity Emerging Growth Fund).
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 1,030,596,053.36 86.163

AGAINST 58,941,269.59 4.928

ABSTAIN 106,565,292.68 8.909

TOTAL 1,196,102,615.63 100.000

PROPOSAL 5
To approve a Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Aggressive Growth Fund (formerly Fidelity Emerging Growth
Fund).
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 1,011,623,165.89 84.577

AGAINST 71,531,940.22 5.980

ABSTAIN 112,947,509.52 9.443

TOTAL 1,196,102,615.63 100.000

PROPOSAL 6
To amend Fidelity Aggressive Growth Fund's (formerly Fidelity Emerging
Growth Fund) fundamental investment limitation concerning
diversification to exclude securities of other investment companies
from the limitation.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 1,001,643,473.73 83.742

AGAINST 72,884,849.56 6.094

ABSTAIN 121,574,292.34 10.164

TOTAL 1,196,102,615.63 100.000

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
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CALIFORNIA
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10100 Santa Monica Blvd.
Los Angeles, CA
251 University Avenue
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455 Market Street
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HAWAII
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Honolulu, HI
ILLINOIS
One North Franklin Street
Chicago, IL
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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
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155 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
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416 Belmont Street
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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
2200 West Main Street
Durham, 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
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1155 Dairy Ashford Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
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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

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
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OVERNIGHT EXPRESS
Fidelity Investments
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Hebron, KY 41048
SELLING SHARES
Fidelity Investments
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OVERNIGHT EXPRESS
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Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
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
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SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 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
Erin Sullivan, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES

FEG-ANN-0199 69120
1.539208.101

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
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THE FIDELITY TELEPHONE CONNECTION
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AUTOMATED LINE FOR QUICKEST SERVICE

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

FIDELITY
GROWTH COMPANY
FUND

ANNUAL REPORT
NOVEMBER 30, 1998

(2_FIDELITY_LOGOS)

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.

REPORT OF INDEPENDENT 31 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 32

PROXY VOTING RESULTS 33

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.
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

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY GROWTH COMPANY 17.55% 130.32% 531.98%

Russell 3000 Growth 25.11% 176.46% 473.89%

S&P 500 (registered trademark) 23.66% 181.25% 457.74%

Growth Funds Average 14.32% 127.55% 363.55%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you had invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be
$1,050. You can compare the fund's returns to the performance of the
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 Analytical Services, Inc. The past one year average
represents a peer group of 961 mutual funds. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges.

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY GROWTH COMPANY 17.55% 18.16% 20.25%

Russell 3000 Growth 25.11% 22.55% 19.09%

S&P 500 23.66% 22.98% 18.75%

Growth Funds Average 14.32% 17.48% 16.16%

$10,000 OVER 10 YEARS
Growth Company Russell 3000 Growth
00025 RS007
1988/11/30 10000.00 10000.00
1988/12/31 10428.91 10299.64
1989/01/31 11158.93 10997.46
1989/02/28 11139.22 10762.78
1989/03/31 11521.63 11019.36
1989/04/30 12307.67 11673.39
1989/05/31 13270.76 12205.22
1989/06/30 12789.22 12098.20
1989/07/31 13646.08 13270.62
1989/08/31 14205.52 13501.82
1989/09/30 14609.17 13570.26
1989/10/31 14460.46 13293.27
1989/11/30 14524.19 13624.01
1989/12/31 14771.64 13871.39
1990/01/31 13647.37 12734.31
1990/02/28 14248.54 12851.28
1990/03/31 15013.67 13368.42
1990/04/30 14795.06 13178.29
1990/05/31 16348.74 14534.37
1990/06/30 16536.12 14686.43
1990/07/31 16020.83 14521.43
1990/08/31 14357.85 13089.44
1990/09/30 13085.24 12355.28
1990/10/31 13147.70 12366.23
1990/11/30 14553.03 13214.13
1990/12/31 15302.54 13689.46
1991/01/31 17027.98 14419.89
1991/02/28 18128.83 15591.81
1991/03/31 19112.57 16232.64
1991/04/30 18940.80 16150.02
1991/05/31 19947.96 16873.48
1991/06/30 18605.08 16053.21
1991/07/31 20080.69 16907.07
1991/08/31 20947.31 17481.21
1991/09/30 20822.39 17208.45
1991/10/31 20775.55 17502.86
1991/11/30 20002.61 17029.27
1991/12/31 22698.30 19391.77
1992/01/31 22953.72 19033.65
1992/02/29 23148.75 19073.47
1992/03/31 21953.15 18516.75
1992/04/30 21529.18 18577.22
1992/05/31 21503.75 18703.65
1992/06/30 20740.60 18192.23
1992/07/31 21478.31 18991.84
1992/08/31 20893.23 18728.04
1992/09/30 21223.93 18964.21
1992/10/31 22368.65 19279.78
1992/11/30 23852.54 20179.93
1992/12/31 24501.20 20404.41
1993/01/31 25096.25 20203.82
1993/02/28 24394.94 19829.53
1993/03/31 25264.92 20220.25
1993/04/30 24989.72 19422.88
1993/05/31 26392.35 20136.88
1993/06/30 26490.00 19968.89
1993/07/31 26063.88 19657.06
1993/08/31 27129.16 20474.09
1993/09/30 27892.62 20391.22
1993/10/31 28274.34 20960.38
1993/11/30 27439.87 20758.80
1993/12/31 28467.84 21157.98
1994/01/31 29391.27 21653.48
1994/02/28 28919.28 21285.90
1994/03/31 27572.14 20231.70
1994/04/30 27896.63 20322.03
1994/05/31 27739.30 20560.70
1994/06/30 26460.99 19929.82
1994/07/31 27070.64 20572.40
1994/08/31 28447.29 21754.27
1994/09/30 27876.96 21495.20
1994/10/31 28781.61 21974.52
1994/11/30 27778.63 21253.55
1994/12/31 27834.58 21624.11
1995/01/31 27528.26 21994.67
1995/02/28 28671.86 22925.69
1995/03/31 29795.05 23596.39
1995/04/30 31081.61 24096.61
1995/05/31 32184.37 24886.77
1995/06/30 34573.69 25919.32
1995/07/31 37146.81 27091.73
1995/08/31 37606.29 27153.20
1995/09/30 38668.21 28331.59
1995/10/31 38453.79 28204.67
1995/11/30 39229.81 29315.61
1995/12/31 38860.69 29531.63
1996/01/31 39801.70 30394.95
1996/02/29 40728.07 31031.81
1996/03/31 41040.45 31128.37
1996/04/30 42311.52 32106.66
1996/05/31 43474.87 33284.31
1996/06/30 42882.42 33090.94
1996/07/31 40254.11 30934.50
1996/08/31 41202.03 31878.95
1996/09/30 44013.46 34130.71
1996/10/31 44207.35 34167.54
1996/11/30 46900.30 36576.08
1996/12/31 45391.76 35993.98
1997/01/31 48054.70 38360.21
1997/02/28 47054.50 37908.02
1997/03/31 44155.03 35801.08
1997/04/30 45807.05 37934.72
1997/05/31 49223.48 40912.71
1997/06/30 51089.03 42528.30
1997/07/31 55471.94 46138.25
1997/08/31 53404.10 43817.50
1997/09/30 55977.66 46111.14
1997/10/31 52752.28 44294.51
1997/11/30 53763.73 45872.79
1997/12/31 53974.51 46338.76
1998/01/31 54402.00 47530.99
1998/02/28 58957.52 51163.17
1998/03/31 60882.92 53212.62
1998/04/30 60580.90 53910.49
1998/05/31 58189.88 52158.50
1998/06/30 61839.33 55114.28
1998/07/31 61877.08 54373.66
1998/08/31 51419.52 45853.21
1998/09/30 56679.76 49460.90
1998/10/31 59700.00 53326.68
1998/11/30 63198.44 57388.94
IMATRL PRASUN SHR__CHT 19981130 19981222 113850 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Growth Company Fund on November 30, 1988. As the
chart shows, by November 30, 1998, the value of the investment would
have grown to $63,198 - a 531.98% 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 $57,389 - a 473.89% increase.
Beginning with this report, the fund will compare its performance to
that of the Russell 3000 Growth Index, rather than the Standard &
Poor's 500 Index. The Russell 3000 Growth Index more closely reflects
the fund's investment strategy.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
When the final bell of the U.S. stock
market sounded on Monday,
November 23, 1998, the Dow
Jones Industrial Average stood at a
record high of 9374.27, serving
notice that the bleak economic
outlook from just a few short
months earlier would not keep
positive investor sentiment down.
For the 12-month period ending
November 30, 1998, the Dow -
an index of 30 blue-chip stocks -
returned 18.56%. What caused the
turnaround from the doldrums of
equity performance during the
summer and early fall? A variety of
factors: The economic problems in
Russia, Brazil and other emerging
markets began to dissipate; Asian
markets began to rebound; and,
perhaps most importantly, three
interest-rate cuts late in the period
by the Federal Reserve Board
helped stem the tide of a slowing
U.S. economy. All these factors
culminated in the Dow reaching its
record high late in November, a
peak that outpaced the previous
record set in July by nearly 40 points.
Small-cap stock performance was
still a far cry behind their large-cap
brethren. For the period, the Russell
2000 - a popular measure of
small-cap stock performance -
returned -6.62%, significantly
trailing the large-cap weighted
Standard & Poor's 500 Index's
return of 23.66%. Despite the late
rally in the equity market, this kind
of volatility has characterized the
entire year, and when it will level
off is impossible to predict.

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

Q. HOW DID THE FUND PERFORM, STEVE?
A. The fund posted mixed results. For the 12 months that ended
November 30, 1998, the fund returned 17.55%. In comparison,
performance trailed the Russell 3000 Growth Index, which returned
25.11% during the period. The fund outpaced the 14.32% total return
posted by the growth funds average tracked by Lipper Analytical
Services over the same 12-month period.
Q. THE FUND NOW COMPARES ITS PERFORMANCE TO THE RUSSELL 3000 GROWTH
INDEX, INSTEAD OF THE STANDARD & POOR'S 500 INDEX. WHAT WAS THE REASON
FOR THE CHANGE?
A. One of the primary investment strategies of Growth Company Fund is
to focus on companies with above-average growth potential. The
previous index, the S&P 500, is designed as a measure of the
performance of the overall U.S. stock market and includes both growth
and value stocks. The new benchmark, the Russell 3000 Growth Index, is
designed to measure the performance of stocks that are considered more
traditional growth stocks - more specifically, those stocks with
higher forecasted growth rates and higher price-to-book ratios.
Consequently, the new index more closely reflects the fund's focused
growth stock investment strategy.
Q. WHAT FACTORS CAUSED THE FUND TO UNDERPERFORM THE INDEX?
A. The overall market's bias toward large- and mega-cap stocks
continued during most of the period. While mid- and small-cap stocks
had moments in the sun, in general they did not perform as well as
large-cap stocks. The fund's concentration on smaller stocks hurt
performance relative to the Russell Growth 3000 Index, which contains
the 3,000 largest U.S. companies. Weak fund performance was also a
result of some disappointing stock picks. I owned a handful of stocks
across various industries that posted poor results.
Q. WHY DID THE FUND TOP THE GROWTH FUNDS AVERAGE?
A. It's impossible to say for sure where my competitors were
investing, but it seems there may be a number of factors that led to
the fund's outperformance of the average growth fund. First, the
fund's overweighted position in technology stocks relative to the peer
group helped returns during most of the period. Technology stocks -
the largest sector in the fund - continued to benefit from a promising
growth profile in the midst of what many people have termed a
technology and communications revolution. Additionally, I was
overweighted in retail stocks through the summer, which worked out
well for the fund. Retail stocks benefited from a solid U.S. economy
and steady consumer spending.
Q. HEALTH CARE WAS ONE OF THE FUND'S LARGEST SECTOR WEIGHTINGS. HOW
DID THESE STOCKS FARE?
A. Overall, the health care sector has profited from effective new
product development and solid product demand. At the same time,
performance was somewhat mixed as the larger pharmaceutical companies,
such as Bristol-Myers Squibb, performed better than smaller drug
companies, in spite of the latter's growth potential. While the HMO
sector was a detractor from fund performance, I believe many of these
companies are positioned to turn around performance by increasing
prices faster than costs are rising.
Q. WHICH STOCKS WERE THE MAIN DISAPPOINTMENTS? WHAT HELPED
PERFORMANCE?
A. CompUSA was one of the biggest detractors. A leading operator of
computer superstores, it performed poorly because it was slow to react
to increased demand for lower priced PCs. In addition, some of its
competitors started to do a better job serving this niche. While the
fund's holdings in Iomega were sold, it was another disappointment for
the fund. The company's stock suffered from weakened demand for its
data storage devices and a very competitive pricing environment. On a
positive note, Microsoft and Dell Computer contributed significantly
to fund performance. Both companies continued to produce solid
earnings' results and the stocks rallied.
Q. WHAT'S YOUR OUTLOOK OVER THE NEXT SIX MONTHS, STEVE?
A. I'm a bit more cautious toward technology stocks and the PC
industry in part due to concerns about the Year 2000 issue. In
addition, I'm concerned about what seems to be somewhat high levels of
speculative buying in certain sectors, such as Internet stocks. At the
same time, I'm optimistic about the economic fundamentals in the U.S.
Interest-rate cuts are helping improve liquidity and investor
confidence, unemployment is low and inflation is under control.

STEVE WYMER ON
INVESTMENT OPPORTUNITIES
IN NICHE PHARMACEUTICAL
AND BIOTECHNOLOGY AREAS:
"I've significantly increased the
fund holdings in the health care
sector, specifically in small drug
companies like Forest Laboratories
and Elan, as well as generic drug
companies like Mylan Laboratories.
I committed additional portfolio
assets to biotechnology firms because
these companies have become more
product driven and less dependent
on new drug discoveries, and growth
prospects look favorable for these
companies. In addition, many of
these smaller companies are starting
to show faster earnings growth
and are less expensive than
large-cap traditional
pharmaceuticals .
"I've increased the fund's holdings
in biotechnology companies such
as Medimmune, Biogen, Amgen,
Sepracor, Genzyme and Chiron.
Essentially, as these companies
transition from research or drug
discovery businesses to product
and distribution-focused, they
offer more promising revenue
growth and profitability as their
products are approved or are soon
to be approved by the Federal
Drug Administration."

FUND FACTS
GOAL: to increase the value of
the fund's shares over the long
term by investing in stocks with
above-average growth potential
FUND NUMBER: 025
TRADING SYMBOL: FDGRX
START DATE: January 17, 1983
SIZE: as of November 30, 1998,
more than $10.5 billion
MANAGER: Steven Wymer, since
1997; manager, Fidelity
Dividend Growth Fund, 1995-
1997; assistant manager, Fidelity
OTC Portfolio, January 1995-
May 1995; manager, Fidelity
Select Chemicals Portfolio,
1993-1994; assistant, Fidelity
Magellan Fund, 1992-1994;
manager Fidelity Select
Automotive Portfolio,
1990-1993; joined Fidelity in
1989
(checkmark)

INVESTMENT CHANGES

TOP TEN STOCKS AS OF NOVEMBER 30, 1998

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

Microsoft Corp. 4.6 3.4

Fannie Mae 2.1 1.8

General Electric Co. 2.1 2.1

MCI WorldCom, Inc. 1.8 1.0

Dell Computer Corp. 1.6 2.3

Cisco Systems, Inc. 1.6 0.9

PepsiCo, Inc. 1.6 1.9

Philip Morris Companies, Inc. 1.5 0.8

McDonald's Corp. 1.5 1.2

Medimmune, Inc. 1.5 0.5

<TABLE>
<CAPTION>
<S> <C> <C>
TOP FIVE MARKET SECTORS AS OF NOVEMBER 30, 1998

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

TECHNOLOGY 23.6 26.8

HEALTH 21.3 15.2

NONDURABLES 10.5 7.5

FINANCE 6.6 7.1

UTILITIES 5.8 5.2

</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)

AS OF NOVEMBER 30, 1998 * AS OF MAY 31, 1998 **
ROW: 1, COL: 1, VALUE: 95.8
ROW: 1, COL: 2, VALUE: 4.2
STOCKS 95.3%
SHORT-TERM
INVESTMENTS 4.7%
FOREIGN
INVESTMENTS 4.3%
STOCKS 95.8%
SHORT-TERM
INVESTMENTS 4.2%
FOREIGN
INVESTMENTS 3.3%
ROW: 1, COL: 1, VALUE: 95.3
ROW: 1, COL: 2, VALUE: 4.7
*
**

INVESTMENTS NOVEMBER 30, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 95.8%

SHARES VALUE (NOTE 1)
(000S)

AEROSPACE & DEFENSE - 0.2%

Boeing Co. 500,000 $ 20,313

BASIC INDUSTRIES - 5.2%

CHEMICALS & PLASTICS - 1.8%

Avery Dennison Corp. 225,000 10,786

IMC Global, Inc. 436,700 9,990

MacDermid, Inc. 449,500 16,575

Minerals Technologies, Inc. (c) 1,234,900 54,181

Monsanto Co. 180,500 8,179

PPG Industries, Inc. 150,000 9,178

Sealed Air Corp. (a) 75,000 3,309

Union Carbide Corp. 1,688,900 75,578

187,776

IRON & STEEL - 0.3%

Nucor Corp. 500,000 21,000

Steel Dynamics, Inc. (a) 1,229,200 16,748

37,748

METALS & MINING - 0.6%

Freeport-McMoRan Copper & Gold, Inc. Class B 900,000 11,756

Inco Ltd. 600,000 6,947

Phelps Dodge Corp. 800,000 45,350

64,053

PACKAGING & CONTAINERS - 1.4%

Corning, Inc. 3,125,000 125,391

Sonoco Products Co. 100,000 2,994

Tupperware Corp. 945,500 16,487

144,872

PAPER & FOREST PRODUCTS - 1.1%

Champion International Corp. 375,000 15,586

Georgia-Pacific Corp. 350,000 19,863

International Paper Co. 500,000 21,719

Kimberly-Clark Corp. 678,000 35,680

Unisource Worldwide, Inc. 3,173,950 24,995

117,843

TOTAL BASIC INDUSTRIES 552,292

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

CONSTRUCTION & REAL ESTATE - 0.0%

BUILDING MATERIALS - 0.0%

Sherwin-Williams Co. 200,000 $ 5,675

DURABLES - 1.8%

AUTOS, TIRES, & ACCESSORIES - 1.2%

AutoZone, Inc. (a) 4,125,000 124,266

CONSUMER DURABLES - 0.1%

Minnesota Mining & Manufacturing Co. 200,000 16,063

CONSUMER ELECTRONICS - 0.3%

Newell Co. 675,000 29,869

TEXTILES & APPAREL - 0.2%

Fruit of the Loom, Inc. Class A (a) 366,700 5,409

NIKE, Inc. Class B 421,000 16,840

Warnaco Group, Inc. Class A 125,000 3,094

25,343

TOTAL DURABLES 195,541

ENERGY - 4.1%

ENERGY SERVICES - 0.8%

Baker Hughes, Inc. 1,102,500 20,190

Halliburton Co. 650,000 19,094

Input/Output, Inc. (a) 550,000 4,503

Schlumberger Ltd. 632,700 28,274

Smith International, Inc. 275,000 6,634

78,695

OIL & GAS - 3.3%

Anadarko Petroleum Corp. 1,864,600 52,558

Apache Corp. 625,000 14,375

Conoco (a) 2,275,000 53,889

Devon Energy Corp. 225,000 7,411

EEX Corp. (a) 1,200,000 4,275

Enron Oil & Gas Co. 2,425,000 36,375

Tosco Corp. 1,775,000 46,372

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Total SA sponsored ADR 2,104,900 $ 128,662

Vintage Petroleum, Inc. 925,000 9,539

353,456

TOTAL ENERGY 432,151

FINANCE - 6.6%

BANKS - 0.9%

State Street Corp. 175,000 12,009

Synovus Finanical Corp. 75,000 1,655

U.S. Bancorp 625,400 23,023

Wells Fargo & Co. 1,497,800 53,921

90,608

CREDIT & OTHER FINANCE - 1.1%

American Express Co. 807,516 80,802

Citigroup, Inc. 675,099 33,882

114,684

FEDERAL SPONSORED CREDIT - 3.1%

Fannie Mae 3,049,300 221,837

Freddie Mac 1,725,400 104,387

326,224

INSURANCE - 1.5%

Allmerica Financial Corp. 1,342,761 74,104

American International Group, Inc. 225,000 21,150

MONY Group, Inc. (a) 1,160,600 35,906

St. Paul Companies, Inc. (The) 915,000 32,254

163,414

SECURITIES INDUSTRY - 0.0%

Schwab (Charles) Corp. 45,750 2,579

TOTAL FINANCE 697,509

HEALTH - 21.3%

DRUGS & PHARMACEUTICALS - 13.8%

Allergan, Inc. 1,250,000 76,094

Alpharma, Inc. Class A 225,000 8,100

American Home Products Corp. 700,000 37,275

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS - CONTINUED

Amgen, Inc. (a) 450,000 $ 33,863

Biogen, Inc. (a) 1,325,000 100,534

Bristol-Myers Squibb Co. 944,600 115,773

Centocor, Inc. (a) 525,000 21,263

Chiron Corp. (a) 1,325,000 29,978

Dura Pharmaceuticals, Inc. (a) 490,000 6,339

Elan Corp. PLC ADR (a) 850,000 57,906

Forest Laboratories, Inc. (a) 2,860,400 133,366

GelTex Pharmaceuticals, Inc. (a) 550,000 13,131

Genzyme Corp. (General Division) 800,000 33,650

Genzyme Corp. (Molecular Division) (a) 86,440 303

ICN Pharmaceuticals, Inc. 2,050,000 51,763

Lilly (Eli) & Co. 1,000,000 89,688

Medimmune, Inc. (a)(c) 2,320,800 155,204

Merck & Co., Inc. 622,400 96,394

Mylan Laboratories, Inc. 2,150,000 71,353

PAREXEL International Corp. (a) 247,500 6,450

Pfizer, Inc. 670,000 74,789

Roberts Pharmaceutical Corp. (a) 450,000 11,025

Schering-Plough Corp. 1,114,000 118,502

Sepracor, Inc. (a) 350,000 29,050

SmithKline Beecham PLC ADR 216,200 13,175

Warner-Lambert Co. 953,200 71,967

Watson Pharmaceuticals, Inc. (a) 175,000 9,428

XOMA Corp. (a) 666 2

1,466,365

MEDICAL EQUIPMENT & SUPPLIES - 3.8%

Allegiance Corp. 150,000 6,047

AmeriSource Health Corp. Class A (a) 349,000 22,336

Arterial Vascular Engineering, Inc. (a) 955,000 46,676

Baxter International, Inc. 50,000 3,178

Becton, Dickinson & Co. 225,000 9,563

Bergen Brunswig Corp. Class A 316,400 19,696

Cardinal Health, Inc. 1,356,930 93,119

Guidant Corp. 550,000 47,197

Johnson & Johnson 594,300 48,287

Mallinckrodt, Inc. 800,000 25,850

McKesson Corp. 169,200 12,045

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES - CONTINUED

Medtronic, Inc. 673,200 $ 45,567

Ocular Sciences, Inc. (a) 275,000 6,188

Sonus Pharmaceuticals, Inc. (a)(c) 849,500 6,477

Thermo Cardiosystems, Inc. (a) 455,000 5,289

397,515

MEDICAL FACILITIES MANAGEMENT - 3.7%

Coram Healthcare Corp. warrants 7/11/99 (a) 30,552 -

Coventry Health Care, Inc. (a) 248,100 1,845

HEALTHSOUTH Corp. (a) 1,195,200 16,061

Humana, Inc. (a) 4,150,000 82,222

PacifiCare Health Systems, Inc. Class B (a) 350,000 26,359

Tenet Healthcare Corp. (a) 350,000 10,347

United HealthCare Corp. 3,023,200 136,422

Wellpoint Health Networks, Inc. (a) 1,410,000 115,708

388,964

TOTAL HEALTH 2,252,844

INDUSTRIAL MACHINERY & EQUIPMENT - 4.0%

ELECTRICAL EQUIPMENT - 2.3%

Adtran, Inc. (a) 250,000 6,141

General Electric Co. 2,450,000 221,725

General Instrument Corp. (a) 750,000 21,094

248,960

INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%

ASM Lithography Holding (a) 550,000 15,572

Tyco International Ltd. 387,458 25,500

41,072

POLLUTION CONTROL - 1.3%

Allied Waste Industries, Inc. (a) 100,000 2,038

Waste Management, Inc. 3,099,125 132,875

134,913

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 424,945

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

MEDIA & LEISURE - 5.7%

BROADCASTING - 2.7%

CBS Corp. 550,000 $ 16,397

Chancellor Media Corp. (a) 50,000 1,884

Fox Entertainment Group, Inc. (a) 241,000 5,694

MediaOne Group, Inc. 1,473,200 59,665

Metromedia Fiber Network, Inc. Class A (a) 397,800 20,636

Nielsen Media Research, Inc. (a) 585,000 8,775

Tele-Communications, Inc. (TCI Group) Series A (a) 2,925,000 123,581

Time Warner, Inc. 203,607 21,531

USA Networks, Inc. (a) 738,000 23,293

281,456

ENTERTAINMENT - 0.5%

Disney (Walt) Co. 686,500 22,097

News Corp. Ltd. ADR 1,250,000 35,000

57,097

LEISURE DURABLES & TOYS - 0.1%

Brunswick Corp. 350,000 7,700

RESTAURANTS - 2.4%

CKE Restaurants, Inc. (c) 2,412,510 58,956

McDonald's Corp. 2,250,000 157,641

Papa John's International, Inc. (a) 643,700 26,995

Starbucks Corp. (a) 152,300 7,025

Tricon Global Restaurants, Inc. (a) 105,910 4,826

255,443

TOTAL MEDIA & LEISURE 601,696

NONDURABLES - 10.5%

AGRICULTURE - 0.3%

DEKALB Genetics Corp. Class B 150,500 15,012

Delta & Pine Land Co. 325,000 12,309

27,321

BEVERAGES - 3.6%

Anheuser-Busch Companies, Inc. 260,300 15,781

Coca-Cola Co. (The) 1,770,400 124,039

Coca-Cola Enterprises, Inc. 475,000 17,961

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

NONDURABLES - CONTINUED

BEVERAGES - CONTINUED

PepsiCo, Inc. 4,288,500 $ 165,911

Whitman Corp. 2,417,900 54,705

378,397

FOODS - 1.9%

Archer-Daniels-Midland Co. 653,375 12,006

Campbell Soup Co. 675,000 38,559

Heinz (H.J.) Co. 350,000 20,409

IBP, Inc. 1,000,000 25,375

Quaker Oats Co. 225,000 13,809

Sara Lee Corp. 825,000 48,159

Tyson Foods, Inc. 1,975,000 40,858

199,175

HOUSEHOLD PRODUCTS - 3.2%

Avon Products, Inc. 500,000 20,313

Clorox Co. 551,000 61,195

Gillette Co. 3,079,596 141,469

Procter & Gamble Co. 1,352,800 118,539

341,516

TOBACCO - 1.5%

Philip Morris Companies, Inc. 2,883,400 161,290

TOTAL NONDURABLES 1,107,699

PRECIOUS METALS - 0.1%

Barrick Gold Corp. 521,800 10,381

Newmont Mining Corp. 300,000 5,963

16,344

RETAIL & WHOLESALE - 5.6%

APPAREL STORES - 0.5%

Abercrombie & Fitch Co. Class A (a) 401,000 22,456

Gap, Inc. 85,700 6,304

TJX Companies, Inc. 808,656 20,722

49,482

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

RETAIL & WHOLESALE - CONTINUED

DRUG STORES - 1.0%

CVS Corp. 1,639,890 $ 80,970

Rite Aid Corp. 500,000 23,188

104,158

GENERAL MERCHANDISE STORES - 1.1%

Costco Companies, Inc. (a) 30,400 1,908

Wal-Mart Stores, Inc. 1,575,600 118,662

120,570

GROCERY STORES - 0.7%

Albertson's, Inc. 475,000 27,105

Meyer (Fred), Inc. (a) 187,000 9,514

Safeway, Inc. (a) 790,200 41,732

78,351

RETAIL & WHOLESALE, MISCELLANEOUS - 2.3%

Barnes & Noble, Inc. (a) 114,000 3,776

Bed Bath & Beyond, Inc. (a) 159,600 4,978

Best Buy Co., Inc. (a) 225,500 12,994

Circuit City Stores, Inc. - Circuit City Group 69,300 2,508

Henry Schein, Inc. (a) 42,075 1,494

Home Depot, Inc. 844,100 41,994

Lowe's Companies, Inc. 175,200 7,402

Micro Warehouse, Inc. (a) 328,300 8,987

Office Depot, Inc. (a) 483,500 15,714

Staples, Inc. (a) 1,244,712 43,487

Sunglass Hut International, Inc. (a) 750,000 4,500

Tandy Corp. 2,049,100 92,338

240,172

TOTAL RETAIL & WHOLESALE 592,733

SERVICES - 0.4%

Cendant Corp. (a) 364,245 6,921

Medpartners, Inc. (a) 8,780,500 39,512

46,433

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - 23.6%

COMMUNICATIONS EQUIPMENT - 2.7%

3Com Corp. (a) 400,000 $ 15,475

Advanced Fibre Communications, Inc. (a) 250,000 2,195

Ascend Communications, Inc. (a) 100,000 5,619

Cisco Systems, Inc. (a) 2,275,550 171,520

Com21, Inc. (a) 144,300 2,597

Dialogic Corp. (a) 607,900 13,678

Excel Switching Corp. 365,000 9,536

Lucent Technologies, Inc. 494,400 42,549

Natural MicroSystems Corp. (a)(c) 1,084,600 11,998

Northern Telecom Ltd. 214,000 10,009

285,176

COMPUTER SERVICES & SOFTWARE - 8.2%

America Online, Inc. 300,000 26,269

At Home Corp. Series A (a) 300,000 17,475

Automatic Data Processing, Inc. 425,400 32,756

Cadence Design Systems, Inc. (a) 945,650 26,596

Check Point Software Technologies Ltd. (a) 250,000 8,109

Citrix Systems, Inc. (a) 300,000 24,900

CompUSA, Inc. (a) 557,400 8,256

Concentric Network Corp. (a) 125,000 3,547

E Trade Group, Inc. (a) 108,500 2,936

IMS Health, Inc. 1,030,000 68,366

International Telecom Data Systems, Inc. 325,000 8,003

Learning Co., Inc. (The) (a) 2,175,000 63,211

Microsoft Corp. (a) 4,025,000 491,033

Oracle Corp. (a) 115,000 3,939

PeopleSoft, Inc. (a) 150,000 3,084

Polycom, Inc. (a) 795,000 14,111

Symantec Corp. (a) 735,400 14,708

VeriSign, Inc. (a) 100,000 4,013

Visual Networks, Inc. (a) 550,000 19,113

Wind River Systems, Inc. (a) 475,000 22,147

862,572

COMPUTERS & OFFICE EQUIPMENT - 6.3%

CDW Computer Centers, Inc. (a)(c) 1,108,600 89,797

Compaq Computer Corp. 1,000,000 32,500

Comverse Technology, Inc. (a) 180,500 10,379

Dell Computer Corp. (a) 2,847,600 173,170

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT - CONTINUED

Exabyte Corp. (a)(c) 1,385,000 $ 10,301

FileNET Corp. (a) 1,499,200 12,837

Gateway 2000, Inc. (a) 1,525,000 85,591

Hewlett-Packard Co. 225,000 14,119

Lexmark International Group, Inc. (a) 554,000 42,312

MMC Networks, Inc. (a) 700,000 9,144

Network Appliance, Inc. 1,275,000 95,784

Pitney Bowes, Inc. 125,000 7,000

Proxim, Inc. (a) 100,000 2,288

Quantum Corp. (a) 1,300,000 28,763

SanDisk Corp. (a)(c) 1,473,900 17,503

Xerox Corp. 351,700 37,808

669,296

ELECTRONIC INSTRUMENTS - 1.9%

Applied Materials, Inc. (a) 1,367,600 52,995

KLA-Tencor Corp. (a) 272,900 9,296

Perkin-Elmer Corp. 1,472,600 137,320

Teradyne, Inc. (a) 200,000 6,413

206,024

ELECTRONICS - 4.4%

Analog Devices, Inc. (a) 800,000 16,350

Etec Systems, Inc. (a) 543,800 17,877

Genesis Microchip, Inc. (a)(c) 1,010,400 16,861

Intel Corp. 1,154,200 124,221

Linear Technology Corp. 107,700 7,546

Maxim Integrated Products, Inc. (a) 415,200 16,297

Micron Technology, Inc. (a) 419,500 17,331

Molex, Inc. 175,000 5,644

Motorola, Inc. 465,700 28,873

QLogic Corp. (a) 175,000 17,959

Rambus, Inc. (a) 1,100,000 97,419

Texas Instruments, Inc. 844,200 64,476

Uniphase Corp. (a) 150,000 8,128

Xilinx, Inc. (a) 450,000 22,838

461,820

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

PHOTOGRAPHIC EQUIPMENT - 0.1%

Eastman Kodak Co. 125,000 $ 9,070

Imation Corp. (a) 279,220 4,537

13,607

TOTAL TECHNOLOGY 2,498,495

TRANSPORTATION - 0.9%

AIR TRANSPORTATION - 0.8%

ASA Holdings, Inc. 331,400 11,247

Comair Holdings, Inc. 537,500 16,461

Ryanair Holdings PLC sponsored ADR (a) 539,800 14,710

Southwest Airlines Co. 1,947,250 41,866

84,284

TRUCKING & FREIGHT - 0.1%

USFreightways Corp. 375,000 10,078

TOTAL TRANSPORTATION 94,362

UTILITIES - 5.8%

CELLULAR - 1.0%

AirTouch Communications, Inc. (a) 386,065 22,078

Nextel Communications, Inc. Class A (a) 2,997,300 64,442

Teligent, Inc. Class A (c) 463,700 14,607

101,127

GAS - 0.6%

Enron Corp. 1,111,237 58,409

Williams Companies, Inc. 175,000 5,042

63,451

TELEPHONE SERVICES - 4.2%

e.spire Communications, Inc. (a) 249,700 2,013

Frontier Corp. 2,200,000 66,275

Global TeleSystems Group, Inc. (a) 1,115,600 48,424

MCI WorldCom, Inc. (a) 3,185,190 187,926

NEXTLINK Communications, Inc. Class A (a) 489,800 14,816

Primus Telecommunications Group, Inc. (a) 250,000 3,188

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Qwest Communications International, Inc. (a) 2,941,440 $ 117,658

WinStar Communications, Inc. (a) 179,600 5,006

445,306

TOTAL UTILITIES 609,884

TOTAL COMMON STOCKS 10,148,916
(Cost $7,040,380)

CASH EQUIVALENTS - 4.2%

Taxable Central Cash Fund (b) 440,635,352 440,635
(Cost $440,635)

TOTAL INVESTMENT IN SECURITIES - 100% $ 10,589,551
(Cost $7,481,015)
</TABLE>

INCOME TAX INFORMATION
At November 30, 1998, the aggregate cost of investment securities for
income tax purposes was $7,508,811,000. Net unrealized appreciation
aggregated $3,080,740,000, of which $3,519,271,000 related to
appreciated investment securities and $438,531,000 related to
depreciated investment securities.
The fund hereby designates $934,449,000 as a capital gain dividend for
the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) NOVEMBER 30, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $7,481,015) - $ 10,589,551
SEE ACCOMPANYING SCHEDULE

CASH 1,751

RECEIVABLE FOR INVESTMENTS SOLD 38,694

RECEIVABLE FOR FUND SHARES SOLD 15,092

DIVIDENDS RECEIVABLE 5,790

INTEREST RECEIVABLE 1,795

OTHER RECEIVABLES 2,119

TOTAL ASSETS 10,654,792

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 39,493

PAYABLE FOR FUND SHARES REDEEMED 30,548

ACCRUED MANAGEMENT FEE 3,530

OTHER PAYABLES AND ACCRUED EXPENSES 2,014

TOTAL LIABILITIES 75,585

NET ASSETS $ 10,579,207

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 6,569,076

UNDISTRIBUTED NET INVESTMENT INCOME 21,710

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 879,883
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 3,108,538
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 210,657 SHARES OUTSTANDING $ 10,579,207

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $50.22
PER SHARE ($10,579,207 (DIVIDED BY) 210,657 SHARES)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1998

INVESTMENT INCOME $ 64,738
DIVIDENDS (INCLUDING $2,981 RECEIVED FROM AFFILIATED ISSUERS)

INTEREST 25,434

TOTAL INCOME 90,172

EXPENSES

MANAGEMENT FEE $ 61,016
BASIC FEE

PERFORMANCE ADJUSTMENT (17,383)

TRANSFER AGENT FEES 22,747

ACCOUNTING FEES AND EXPENSES 827

NON-INTERESTED TRUSTEES' COMPENSATION 45

CUSTODIAN FEES AND EXPENSES 283

REGISTRATION FEES 93

AUDIT 53

LEGAL 48

INTEREST 1

REPORTS TO SHAREHOLDERS 5

MISCELLANEOUS 32

TOTAL EXPENSES BEFORE REDUCTIONS 67,767

EXPENSE REDUCTIONS (2,565) 65,202

NET INVESTMENT INCOME 24,970

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

INVESTMENT SECURITIES (INCLUDING REALIZED GAIN (LOSS) OF 906,566
$(68,001) ON SALES OF INVESTMENTS IN AFFILIATED ISSUERS)

FOREIGN CURRENCY TRANSACTIONS (47) 906,519

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 745,639

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 5 745,644

NET GAIN (LOSS) 1,652,163

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

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30,
1998 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 24,970 $ 54,438
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 906,519 1,232,626

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 745,644 107,522

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 1,677,133 1,394,586
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (48,716) (61,467)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (1,042,040) (321,291)

TOTAL DISTRIBUTIONS (1,090,756) (382,758)

SHARE TRANSACTIONS 2,803,239 3,489,762
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 1,081,299 379,989

COST OF SHARES REDEEMED (4,415,932) (3,964,019)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (531,394) (94,268)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 54,983 917,560

NET ASSETS

BEGINNING OF PERIOD 10,524,224 9,606,664

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 10,579,207 $ 10,524,224
INCOME OF $21,710 AND $54,423, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 60,568 79,391

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 26,024 9,441

REDEEMED (95,901) (89,516)

NET INCREASE (DECREASE) (9,309) (684)

</TABLE>

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

1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

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

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME .11 B .24 B .34 .20 .12

NET REALIZED AND UNREALIZED 7.20 5.80 6.72 11.00 .28
GAIN (LOSS)

TOTAL FROM INVESTMENT 7.31 6.04 7.06 11.20 .40
OPERATIONS

LESS DISTRIBUTIONS

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

FROM NET REALIZED GAIN (4.71) (1.46) (1.80) (.81) (2.99)

TOTAL DISTRIBUTIONS (4.93) (1.74) (1.94) (1.03) (3.06)

NET ASSET VALUE, END OF PERIOD $ 50.22 $ 47.84 $ 43.54 $ 38.42 $ 28.25

TOTAL RETURN A 17.55% 14.63% 19.55% 41.22% 1.23%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 10,579 $ 10,524 $ 9,607 $ 6,186 $ 2,979
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .65% .71% .88% .96% 1.06%
NET ASSETS

RATIO OF EXPENSES TO AVERAGE .63% C .68% C .85% C .95% C 1.05% C
NET ASSETS AFTER EXPENSE
REDUCTIONS

RATIO OF NET INVESTMENT INCOME .24% .54% .96% .76% .64%
TO AVERAGE NET ASSETS

PORTFOLIO TURNOVER RATE 76% 93% 78% 97% 135%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS).

NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1998

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, 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 (including restricted
securities) for which exchange quotations are not readily available
(and in certain cases debt securities which trade on an exchange) are
valued primarily using dealer-supplied valuations or at their fair
value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which quotations are not readily available are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. 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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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.
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, and losses deferred due to wash
sales. The fund also utilized earnings and profits distributed to
shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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.
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $7,461,614,000 and $8,953,115,000, 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
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
resulted in the same or a lower management fee. The basic fee is
subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .42% 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 annual rate of .22% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $2,381,000 for the
period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. Under the most
restrictive arrangement, the fund must pledge to the bank securities
having a market value in excess of 220% of the total bank borrowings.
The interest rate on the borrowings is the bank's base rate, as
revised from time to time. The maximum loan and the average daily loan
balance during the period for which the loan was outstanding amounted
to $5,271,000. The weighted average interest rate was 6.13%.
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 $1,831,000 under this arrangement.
In addition, the fund has entered into an arrangement 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 $725,000, respectively, under this
arrangement.
7. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
AMOUNTS IN THOUSANDS
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
CDW Computer Centers, Inc.. $ 13,841 $ 18,065 $ - $ 89,797
CKE Restaurants, Inc. 1,458 - 97 58,956
CompUSA, Inc. 19,663 22,664 - -
Exabyte Corp. 2,727 - - 10,301
FileNET Corp. 10,121 14,490 - -
Genesis Microchip, Inc. 4,820 - - 16,861
Hollywood Entertainment Corp. - 4,961 - -
Imation Corp. - 20,774 - -
JP Foodservice, Inc. 8,609 9,091 - -
Medimmune, Inc. 55,614 - - 155,204
Micro Warehouse, Inc. - 27,807 - -
Minerals Technologies, Inc. 9,656 12,058 90 54,181
Natural MicroSystems Corp. 15,193 - - 11,998
Samsonite Corp. - 12,220 - -
SanDisk Corp. - 6,649 - 17,503
Sonus Pharmaceuticals, Inc. 11,502 - - 6,477
Splash Technology Holdings, Inc. - 1,296 - -
Teligent, Inc. Class A 824 - - 14,607
Unisource Worldwide, Inc. - 40,260 2,794 -
TOTALS $ 154,028 $ 190,335 $ 2,981 $ 481,973

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Mt. Vernon Street Trust and the
Shareholders of Fidelity Growth Company Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Growth Company Fund (a fund of Fidelity Mt. Vernon Street
Trust) at November 30, 1998, and the results of its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Fidelity Growth Company Fund's management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation
of securities at November 30, 1998 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion
expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 8, 1999

DISTRIBUTIONS

The Board of Trustees of Fidelity Growth Company Fund voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:
PAY DATE 12/29/97 1/5/98 12/21/98 1/11/99
RECORD DATE 12/26/97 1/2/98 12/18/98 1/8/99
DIVIDENDS $.22 - $.09 $
SHORT-TERM
CAPITAL GAINS $1.00 $.04 - $
LONG-TERM
CAPITAL GAINS $3.28 $.39 $3.30 $
LONG-TERM
CAPITAL GAIN PERCENTAGES:
28% rate 46.96% - - -
20% rate 53.04% 100% 100% 100%

A total of 1.09% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.
A total of 32% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentages for use in preparing 1998 income tax returns.

PROXY VOTING RESULTS

WITHHELD 444,634,588.31 6.203

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

PHYLLIS BURKE DAVIS
AFFIRMATIVE 6,721,351,878.03 93.759

WITHHELD 447,371,150.18 6.241

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

ROBERT M. GATES
AFFIRMATIVE 6,720,948,137.62 93.754

WITHHELD 447,774,890.59 6.246

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

# OF % OF
VOTES CAST VOTES CAST
EDWARD C. JOHNSON 3D
AFFIRMATIVE 6,722,591,433.36 93.777

WITHHELD 446,131,594.85 6.223

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

E. BRADLEY JONES
AFFIRMATIVE 6,712,908,507.76 93.641

WITHHELD 155,814,520.45 6.359

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

DONALD J. KIRK
AFFIRMATIVE 6,725,717,309.70 93.820

WITHHELD 443,005,718.51 6.180

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

# OF % OF
VOTES CAST VOTES CAST
PETER S. LYNCH
AFFIRMATIVE 6,725,505,075.80 93.817

WITHHELD 443,217,952.41 6.183

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

WILLIAM O. MCCOY
AFFIRMATIVE 6,726,580,201.40 93.832

WITHHELD 442,142,826.81 6.168

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

GERALD C. MCDONOUGH
AFFIRMATIVE 6,716,677,393.94 93.694

WITHHELD 452,045,634.27 6.306

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

# OF % OF
VOTES CAST VOTES CAST
MARVIN L. MANN
AFFIRMATIVE 6,726,004,407.95 93.824

WITHHELD 442,718,620.26 6.176

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

ROBERT C. POZEN
AFFIRMATIVE 6,725,528,051.25 93.817

WITHHELD 443,194,976.96 6.183

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

THOMAS R. WILLIAMS
AFFIRMATIVE 6,719,510,724.55 93.734

WITHHELD 449,212,303.66 6.266

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

PROPOSAL 2
To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the fund.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 4,699,109,675.73 90.844

AGAINST 81,039,000.94 1.567

ABSTAIN 392,559,584.31 7.589

TOTAL 5,172,708,260.98 100.000

PROPOSAL 3
To authorize the Trustees to adopt an amended and restated Declaration
of Trust.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 6,096,875,296.08 85.266

AGAINST 326,513,059.73 4.567

ABSTAIN 727,015,100.07 10.167

TOTAL 7,150,403,455.88 100.000

BROKER 18,334,054.77
NON-VOTES

PROPOSAL 4
To approve an amended management contract, including a change in
performance adjustment benchmark, for Fidelity Growth Company Fund.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 4,466,303,020.20 86.344

AGAINST 219,036,543.75 4.234

ABSTAIN 487,368,697.03 9.422

TOTAL 5,172,708,260.98 100.000

PROPOSAL 5
To approve a Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Growth Company Fund.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 4,433,545,784.69 85.710

AGAINST 236,112,963.72 4.565

ABSTAIN 503,049,512.57 9.725

TOTAL 5,172,708,260.98 100.000

PROPOSAL 6
To make Fidelity Growth Company Fund's fundamental policy concerning
investments in common stock and securities convertible into common
stock non-fundamental.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 4,104,616,277.00 79.351

AGAINST 465,132,477.33 8.992

ABSTAIN 602,959,506.65 11.657

TOTAL 5,172,708.260.98 100.000

PROPOSAL 7
To amend Fidelity Growth Company Fund's fundamental investment
limitation concerning diversification to exclude securities of other
investment companies from the limitation.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 4,245,365,059.18 82.072

AGAINST 344,683,430.73 6.664

ABSTAIN 582,659,771.07 11.264

TOTAL 5,172,708,260.98 100.000

MANAGING YOUR INVESTMENTS

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.

TO WRITE FIDELITY

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Steven Wymer, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES

GCF-ANN-0199 68879
1.539089.101

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

FIDELITY
NEW MILLENNIUM(REGISTERED TRADEMARK)
FUND

ANNUAL REPORT
NOVEMBER 30, 1998

(2_FIDELITY_LOGOS)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing strategies.

PERFORMANCE 4 How the fund has done over time.

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

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

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

FINANCIAL STATEMENTS 21 Statements of assets and liabilities,
operations, and changes in net assets,
as well as financial highlights.

NOTES 25 Footnotes to the financial statements.

REPORT OF INDEPENDENT 29 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 30

PROXY VOTING RESULTS 31

PRESIDENT'S MESSAGE

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY NEW MILLENNIUM 17.55% 182.39% 238.02%

FIDELITY NEW MILLENNIUM (INCL. 3.00% SALES CHARGE) 14.02% 173.92% 227.88%

S&P 500 (registered trademark) 23.66% 181.25% 203.56%

Capital Appreciation Funds Average 8.48% 100.86% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on December 28, 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
Analytical Services, Inc. The past one year average represents a peer
group of 237 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges.

AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

FIDELITY NEW MILLENNIUM 17.55% 23.07% 22.82%

FIDELITY NEW MILLENNIUM (INCL. 3.00% SALES CHARGE) 14.02% 22.33% 22.19%

S&P 500 23.66% 22.98% 20.61%

Capital Appreciation Funds Average 8.48% 13.91% n/a

$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
IMATRL PRASUN SHR__CHT 19981130 19981209 161150 R00000000000075

$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 November 30, 1998, the value of the investment would
have grown to $32,788 - a 227.88% 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 $30,356 - a 203.56% increase.

FUND TALK: THE MANAGER'S OVERVIEW

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

Q. HOW DID THE FUND PERFORM, NEAL?
A. For the 12 months that ended November 30, 1998, the fund returned
17.55%. The Standard & Poor's 500 Index returned 23.66% during that
time, while the capital appreciation funds average returned 8.48%
according to Lipper Analytical Services. From mid-October through the
end of November 1998, we saw a boost in overall market conditions that
aided the fund's investing style.
Q. WHAT FACTORS CONTRIBUTED TO THE FUND'S PERFORMANCE DURING THE
PERIOD?
A. The types of stocks that I tend to focus on - those of smaller- and
medium-sized growth companies - struggled during the period for
several reasons. First, continuing economic problems overseas resulted
in a tremendous credit crunch in the U.S. This caused financial
intermediaries to rein in their lending activities and smaller
companies - many of which rely on loans to fund their growth - felt
the impact. Second, a drain on product demand from Asia hurt
performance during the first half of the period, and the fund's
energy- and semiconductor-related positions were hit especially hard.
Energy stocks such as Smith International and Marine Drilling fell
sharply, and semiconductor stock KLA-Tencor declined. Lastly, smaller
stocks were hurt by the general flight to quality that investors
embarked upon. With global markets so uncertain, many investors
flocked to the larger, more well-known stocks, many of which are
included in the S&P 500.
Q. DESPITE THESE NEGATIVE TRENDS, THE FUND STILL RETURNED OVER 17%.
WHAT DID YOU DO RIGHT?
A. During the credit squeeze, I increased the fund's muscle by
whittling away some of its smaller positions and focusing more on my
best ideas. Six months ago, the fund's top-20 holdings accounted for
around 30% of total investments. At the close of the period, that
percentage had risen to just over 40%. This strategy helped, as these
positions contributed almost all of the fund's absolute return.
Shareholders may ask why I don't use this concentration strategy
consistently. The answer is that there are times when market
conditions encourage me to pursue other ideas, and there are times
when market conditions tell me to tighten the fund's belt. The latter
was in effect during this particular period. Lastly, the fund's
exposure to building materials-related stocks helped performance.
These included Lone Star Industries, Martin Marietta Materials and
Medusa. Medusa, in fact, merged with another of the fund's positions -
Southdown - during the period.
Q. BY NOVEMBER 30, TECHNOLOGY STOCKS ACCOUNTED FOR MORE THAN 30% OF
THE FUND'S INVESTMENTS. HOW DID THESE STOCKS PERFORM?
A. While they hit potholes at certain times during the period, the
fund's tech stocks made a positive contribution to performance. The
problems in Asia hurt many technology companies, but we began to see
improvement in the memory storage area towards the end of the period,
and my emphasis on companies involved in the Internet and those
participating in the transition from analog to digital communications
helped (SEE CALLOUT BOX ON PAGE 8). The fund's position in Yahoo!, for
instance, was a top contributor to performance, as were its positions
in Keane, Lycos and CMG Information Services. The fund's stakes in
equipment provider Ascend Communications and cable operator Time
Warner also proved profitable.
Q. YOU USUALLY PURSUE SOME UNIQUE INVESTING THEMES. WHAT CAUGHT YOUR
EYE OVER THE PAST 12 MONTHS?
A. One trend was that the stocks of several brand-name companies went
on sale due to market volatility. For example, the stock prices of
Stanley Works - the popular maker of tools and other equipment - and
railroad Union Pacific declined to a point where I found them to be
attractive investments. Another theme that was productive was my
emphasis on what I like to call "miracle products" within the medical
technology field. The fund's sixth-largest position at the end of the
period - Arterial Vascular Engineering - was at the forefront of a
product that would prevent cardiac patients who have had bypass or
blockage removal operations from having a relapse. Another fund
position - Pfizer - was involved in the development of a product that
would alleviate arthritic pain.
Q. THE FUND'S LARGEST INDIVIDUAL POSITION AT THE END OF THE PERIOD WAS
RETAIL-STORE CHAIN BEST BUY. WHAT CHARACTERISTICS OF THIS STOCK
APPEALED TO YOU?
A. Best Buy's proactive management style was attractive. The
Minnesota-based company - which specializes in all sorts of consumer
electronics equipment - recently expanded its operations to the
Northeast and the results have been quite favorable. The company also
was one of the first to embrace digital technology - be it in TVs or
cameras - and Americans have shown a willingness to spend more on
better technology. For the period, Best Buy was an outstanding
performer.
Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS?
A. The stocks of mid-cap growth companies have been out of favor among
investors for a few years, but I remain optimistic that they can
bounce back. When the U.S. Federal Reserve Board lowered interest
rates during the period, it created a much better forecast for both
credit and liquidity conditions within the market. Going forward, I'll
continue to work hard at finding opportunities, while at the same time
trying to optimize the fund's existing investments.

NEAL MILLER EXPLORES
THE DIGITAL COMMUNICATIONS
FRONTIER:
"As consumers have continued
to show an insatiable appetite for
faster communication, the switch
from analog to digital technology
has created quite a bit of
excitement. In layman's terms,
digital signals are passed into
readable digits compressed into
packets and then transmitted over
wires. Since digital signals are
sent in bursts, the same wire can
carry different formats - i.e., cable
broadcasts, phone conversations
or Internet traffic -
simultaneously. While the technology
is complicated, consumers have
embraced the end product - faster
communication and expanded
capabilities.
"Digital technology also can benefit
the businesses that target consumers.
Through digital communication, a
company can get closer to its
audience, produce better products
and understand a customer's habits
or tendencies. In addition, because a
company could design products
faster through digital technology,
it could help save manufacturing
costs in the long run.
"I've tried to take advantage of the
move to digital technology in a
number of ways. At the close of the
period, the fund had positions in
several related areas, including the
Internet (CMG Information
Services), cable TV (Cablevision
Systems and Viacom) and equipment
vendors (Andrew Corp. and Cisco
Systems)."

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 November 30,
1998, more than $1.5 billion
MANAGER: Neal Miller, since
inception; joined Fidelity
in 1988
(checkmark)

INVESTMENT CHANGES

TOP TEN STOCKS AS OF NOVEMBER 30, 1998

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

Best Buy Co., Inc. 5.2 3.4

CMG Information Services, Inc. 3.7 2.2

Yahoo!, Inc. 3.7 1.1

Southdown, Inc. 2.9 2.3

Intel Corp. 2.7 0.0

Arterial Vascular Engineering, Inc. 2.4 0.5

Micron Technology, Inc. 2.3 0.8

Microsoft Corp. 2.0 0.6

Union Pacific Corp. 1.9 0.0

Martin Marietta Materials, Inc. 1.8 1.4

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
TOP FIVE MARKET SECTORS AS OF NOVEMBER 30, 1998

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

TECHNOLOGY 31.8 17.9

MEDIA & LEISURE 10.2 9.7

RETAIL & WHOLESALE 9.2 6.7

HEALTH 9.1 7.8

CONSTRUCTION & REAL ESTATE 6.8 8.1

</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)

AS OF NOVEMBER 30, 1998* AS OF MAY 31, 1998**
ROW: 1, COL: 1, VALUE: 94.90000000000001
ROW: 1, COL: 2, VALUE: 5.1
ROW: 1, COL: 1, VALUE: 95.8
ROW: 1, COL: 2, VALUE: 4.2
STOCKS 94.9%
SHORT-TERM
INVESTMENTS 5.1%
FOREIGN
INVESTMENTS 2.3%
STOCKS AND CLOSED-END
INVESTMENT
COMPANIES 95.8%
SHORT-TERM
INVESTMENTS 4.2%
FOREIGN
INVESTMENTS 10.5%
*
**

INVESTMENTS NOVEMBER 30, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 94.9%

SHARES VALUE (NOTE 1)
(000S)

BASIC INDUSTRIES - 1.8%

METALS & MINING - 1.8%

Cominco Ltd. 22,300 $ 249

Martin Marietta Materials, Inc. 561,500 27,233

27,482

PAPER & FOREST PRODUCTS - 0.0%

Chesapeake Corp. 8,000 278

TOTAL BASIC INDUSTRIES 27,760

CONSTRUCTION & REAL ESTATE - 6.8%

BUILDING MATERIALS - 6.4%

CalMat Co. 599,700 18,441

Florida Rock Industries, Inc. 190,700 5,590

Giant Cement Holding, Inc. (a) 166,100 3,986

Lafarge Corp. 67,900 2,517

Lone Star Industries, Inc. 303,100 22,941

Southdown, Inc. 759,740 44,255

97,730

CONSTRUCTION - 0.4%

Butler Manufacturing Co. 209,450 4,870

Lennar Corp. 66,600 1,482

6,352

TOTAL CONSTRUCTION & REAL ESTATE 104,082

DURABLES - 1.9%

AUTOS, TIRES, & ACCESSORIES - 0.2%

Bandag, Inc. 15,700 555

NACCO Industries, Inc. Class A 11,400 993

Sonic Automotive, Inc. (a) 27,000 727

2,275

CONSUMER ELECTRONICS - 0.5%

Maytag Corp. 59,000 3,193

Newell Co. 100,300 4,438

7,631

HOME FURNISHINGS - 0.7%

Bassett Furniture Industries, Inc. 79,800 2,015

Bush Industries, Inc. Class A. 17,500 287

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

DURABLES - CONTINUED

HOME FURNISHINGS - CONTINUED

La-Z-Boy, Inc. 146,600 $ 2,456

Miller (Herman), Inc. 260,400 5,534

Steelcase, Inc. Class A 23,100 411

10,703

TEXTILES & APPAREL - 0.5%

Shaw Industries, Inc. 166,000 3,362

Springs Industries, Inc. Class A 10,900 424

WestPoint Stevens, Inc. Class A (a) 28,500 855

Wolverine World Wide, Inc. 200,400 2,730

7,371

TOTAL DURABLES 27,980

ENERGY - 4.9%

ENERGY SERVICES - 4.8%

Atwood Oceanics, Inc. (a) 345,300 6,474

CAL Dive International, Inc. (a) 191,700 3,211

Coflexip SA sponsored ADR 276,100 10,078

Daniel Industries, Inc. 458,100 5,010

Diamond Offshore Drilling, Inc. 53,300 1,193

ENSCO International, Inc. 891,000 8,520

Global Marine, Inc. (a) 276,400 2,591

Marine Drilling Companies, Inc. (a) 1,239,500 10,768

Noble Drilling Corp. (a) 188,800 2,183

Santa Fe International Corp. 67,900 845

Smith International, Inc. 791,300 19,090

Varco International, Inc. (a) 525,900 3,583

73,546

OIL & GAS - 0.1%

Compagnie Generale de Geophysique SA sponsored ADR (a) 77,800 987

Cooper Cameron Corp. (a) 17,100 417

Petroleum Geo-Services ASA sponsored ADR (a) 35,000 492

1,896

TOTAL ENERGY 75,442

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

FINANCE - 5.7%

BANKS - 2.1%

Banco Santander Puerto Rico (a) 14,400 $ 331

Cape Cod Bank & Trust Co. 13,000 260

First Tennessee National Corp. 97,600 3,270

KeyCorp 72,514 2,225

Marshall & Ilsley Corp. 102,200 5,206

National Bancorp of Alaska, Inc. 21,600 670

Northrim Bank 17,000 208

Riggs National Corp. 340,900 7,159

Zions Bancorp 275,400 13,908

33,237

CREDIT & OTHER FINANCE - 0.2%

Federal Agricultural Mortgage Corp. Class C (a) 93,600 3,557

Investors Financial Services Corp. 2,000 113

3,670

FEDERAL SPONSORED CREDIT - 0.2%

SLM Holding Corp. 60,900 2,680

INSURANCE - 1.3%

AFLAC, Inc. 29,900 1,103

Blanch E.W. Holdings, Inc. 122,400 4,904

HSB Group, Inc. 66,500 2,751

Poe & Brown, Inc. 14,600 511

Progressive Corp. 26,700 3,962

Torchmark Corp. 172,700 6,563

19,794

SAVINGS & LOANS - 0.2%

Dime Bancorp, Inc. 95,900 2,547

SECURITIES INDUSTRY - 1.7%

A.F.P. Provida SA ADR 14,500 219

Advest Group, Inc. (The) 54,000 1,259

Edwards (A.G.), Inc. 161,000 5,937

Everen Capital Corp. 57,000 1,397

Hambrecht & Quist Group (a) 95,800 2,323

Interstate/Johnson Lane, Inc. 53,600 1,658

Legg Mason, Inc. 139,900 4,171

Morgan Keegan, Inc. 159,600 3,192

PaineWebber Group, Inc. 100,550 4,110

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

FINANCE - CONTINUED

SECURITIES INDUSTRY - CONTINUED

Stifel Financial Corp. 92,535 $ 1,006

Waddell & Reed Financial, Inc. 47,706 1,115

26,387

TOTAL FINANCE 88,315

HEALTH - 9.1%

DRUGS & PHARMACEUTICALS - 2.5%

Allergan, Inc. 81,400 4,955

Amgen, Inc. (a) 110,500 8,315

Genzyme Corp. (General Division) 10,100 425

Hauser, Inc. (a) 478,000 2,211

Immunex Corp. (a) 10,100 930

Merck & Co., Inc. 54,200 8,394

Natural Alternatives International, Inc. (a) 128,700 1,295

NBTY, Inc. (a) 222,000 1,360

PathoGenesis Corp. (a) 10,100 485

Pfizer, Inc. 37,100 4,141

PharmaPrint, Inc. (a) 94,500 1,152

Pure World, Inc. 66,900 619

Rexall Sundown, Inc. (a) 68,500 916

Warner-Lambert Co. 50,400 3,805

39,003

MEDICAL EQUIPMENT & SUPPLIES - 6.5%

AmeriSource Health Corp. Class A (a) 39,500 2,528

Arterial Vascular Engineering, Inc. (a) 737,400 36,040

Ballard Medical Products 69,900 1,520

Bard (C.R.), Inc. 164,900 7,554

Becton, Dickinson & Co. 43,600 1,853

Biomet, Inc. 173,400 6,633

Cardinal Health, Inc. 27,900 1,915

Focal, Inc. 326,800 2,778

Guidant Corp. 81,400 6,985

Medtronic, Inc. 117,700 7,967

Millipore Corp. 13,200 371

Sofamor/Danek Group, Inc. (a) 156,400 17,487

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES - CONTINUED

Steris Corp. (a) 57,400 $ 1,539

Sybron International, Inc. (a) 210,900 5,246

100,416

MEDICAL FACILITIES MANAGEMENT - 0.1%

Total Renal Care Holdings, Inc. (a) 47,868 1,271

TOTAL HEALTH 140,690

INDUSTRIAL MACHINERY & EQUIPMENT - 2.8%

ELECTRICAL EQUIPMENT - 0.1%

Emerson Electric Co. 29,000 1,885

INDUSTRIAL MACHINERY & EQUIPMENT - 2.7%

Ag-Chem Equipment, Inc. (a) 40,600 485

ASM Lithography Holdings N V (a) 261,300 7,398

Astec Industries, Inc. (a) 31,800 1,650

Cyberoptics Corp. (a) 10,800 171

Greenbrier Companies, Inc. 118,200 1,655

Lindsay Manufacturing Co. 117,325 1,760

Manitowoc Co., Inc. 246,800 9,810

Mettler-Toledo International, Inc. 117,100 3,074

Stanley Works 509,800 15,581

41,584

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 43,469

MEDIA & LEISURE - 10.2%

BROADCASTING - 6.4%

BHC Communications, Inc. Class A 126,500 14,105

Cablevision Systems Corp. Class A (a) 370,900 15,346

Chris-Craft Industries, Inc. 152,730 7,064

Comcast Corp. Class A (special) 78,700 3,817

Cox Communications, Inc. Class A (a) 167,500 8,825

Cox Radio, Inc. Class A (a) 15,200 580

MediaOne Group, Inc. 257,500 10,429

Metromedia Fiber Network, Inc. Class A (a) 124,400 6,453

Nielsen Media Research, Inc. (a) 600 9

TCA Cable TV, Inc. 315,600 8,995

Tele-Communications, Inc. (TCI Group) Series A (a) 46,800 1,977

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

Time Warner, Inc. 179,100 $ 18,940

United Video Satellite Group, Inc. Class A (a) 50,300 931

Westwood One, Inc. (a) 37,600 996

98,467

ENTERTAINMENT - 3.3%

International Speedway Corp.:

Class A 166,100 5,897

Class B 135,300 4,769

Speedway Motorsports, Inc. (a) 197,800 5,551

Tele-Communications, Inc.:

(Liberty Media Group) Series A (a) 174,200 7,022

(TCI Ventures Group) Series A (a) 366,300 7,257

Viacom, Inc. Class B (non-vtg.) (a) 303,700 20,215

50,711

PUBLISHING - 0.2%

Meredith Corp. 36,000 1,397

Reader's Digest Association, Inc. Class A (non-vtg.) 46,200 1,112

2,509

RESTAURANTS - 0.3%

Bob Evans Farms, Inc. 10,100 244

Buffets, Inc. (a) 240,800 2,829

Sizzler International, Inc. (a) 360,300 1,058

4,131

TOTAL MEDIA & LEISURE 155,818

NONDURABLES - 1.1%

BEVERAGES - 0.1%

Celestial Seasonings, Inc. (a) 49,300 1,226

FOODS - 0.6%

Smithfield Foods, Inc. (a) 30,000 793

Tootsie Roll Industries, Inc. 202,824 7,733

8,526

HOUSEHOLD PRODUCTS - 0.4%

Rubbermaid, Inc. 184,400 6,097

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

NONDURABLES - CONTINUED

TOBACCO - 0.0%

Schweitzer-Mauduit International, Inc. 20,000 $ 365

Souza Cruz Industria Comerico 50,000 325

690

TOTAL NONDURABLES 16,539

PRECIOUS METALS - 0.0%

Newmont Mining Corp. 33,700 670

RETAIL & WHOLESALE - 9.2%

APPAREL STORES - 1.2%

Abercrombie & Fitch Co. Class A (a) 248,328 13,906

AnnTaylor Stores Corp. (a) 131,200 4,321

18,227

DRUG STORES - 0.4%

Walgreen Co. 125,400 6,732

GENERAL MERCHANDISE STORES - 0.5%

Costco Companies, Inc. (a) 102,100 6,407

Nordstrom, Inc. 33,800 1,259

7,666

GROCERY STORES - 1.2%

Albertson's, Inc. 93,700 5,347

Whole Foods Market, Inc. (a) 293,200 13,634

18,981

RETAIL & WHOLESALE, MISCELLANEOUS - 5.9%

Action Performance Companies, Inc. (a) 33,500 1,223

Barnes & Noble, Inc. (a) 230,900 7,649

Best Buy Co., Inc. (a) 1,382,300 79,648

Office Depot, Inc. (a) 30,300 985

PETsMART, Inc. (a) 28,600 245

89,750

TOTAL RETAIL & WHOLESALE 141,356

SERVICES - 4.0%

ADVERTISING - 3.7%

CMG Information Services, Inc. (a) 739,300 57,296

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

SERVICES - CONTINUED

EDUCATIONAL SERVICES - 0.2%

Devry, Inc. (a) 81,500 $ 2,150

Education Management Corp. (a) 5,000 229

2,379

PRINTING - 0.0%

Schawk, Inc. Class A 10,800 155

SERVICES - 0.1%

Day Runner, Inc. (a) 20,300 447

Hagler Bailly, Inc. (a) 72,000 1,305

Regent Assisted Living, Inc. (a) 17,600 95

1,847

TOTAL SERVICES 61,677

TECHNOLOGY - 31.8%

COMMUNICATIONS EQUIPMENT - 3.4%

Andrew Corp. (a) 643,800 10,301

Ascend Communications, Inc. (a) 329,100 18,491

Cisco Systems, Inc. (a) 78,675 5,930

Lucent Technologies, Inc. 101,200 8,710

OY Nokia AB sponsored ADR 18,100 1,774

Plantronics, Inc. (a) 109,300 7,186

52,392

COMPUTER SERVICES & SOFTWARE - 11.9%

America Online, Inc. 38,700 3,389

At Home Corp. Series A (a) 139,300 8,114

Cadence Design Systems, Inc. (a) 201,700 5,673

CompUSA, Inc. (a) 143,400 2,124

CSG Systems International, Inc. (a) 58,100 3,646

Data Transmission Network Corp. (a) 118,700 3,242

Inktomi Corp. (a) 5,700 755

Intuit, Inc. (a) 10,100 585

Lycos, Inc. (a) 430,450 25,397

Macromedia, Inc. (a) 38,800 1,084

Microsoft Corp. (a) 255,600 31,183

National Computer Systems, Inc. 33,700 1,108

New Era of Networks, Inc. (a) 10,100 747

Novell, Inc. (a) 50,700 840

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE - CONTINUED

Quadramed Corp. (a) 25,400 $ 610

Rational Software Corp. (a) 602,000 13,658

RealNetworks, Inc. 203,700 7,741

Sabre Group Holdings, Inc. Class A (a) 186,000 7,382

Synopsys, Inc. (a) 45,500 2,156

Transaction Systems Architects, Inc. Class A (a) 86,800 3,298

Tyler Corp. (a) 560,900 3,751

Yahoo!, Inc. (a) 293,500 56,352

182,835

COMPUTERS & OFFICE EQUIPMENT - 4.1%

CDW Computer Centers, Inc. (a) 43,600 3,532

Compaq Computer Corp. 181,100 5,886

Diebold, Inc. 10,800 371

HMT Technology Corp. (a) 26,300 299

Ingram Micro, Inc. Class A (a) 105,500 4,484

International Business Machines Corp. 106,800 17,622

Maxtor Corp. (a) 124,800 1,724

Read-Rite Corp. (a) 94,400 1,269

Seagate Technology, Inc. (a) 703,100 20,741

Symbol Technologies, Inc. 26,650 1,299

Unisys Corp. (a) 211,800 6,036

63,263

ELECTRONIC INSTRUMENTS - 3.1%

Advantest Corp. 51,500 3,438

Applied Materials, Inc. (a) 268,300 10,397

KLA-Tencor Corp. (a) 575,700 19,610

Teradyne, Inc. (a) 451,200 14,467

47,912

ELECTRONICS - 9.3%

Analog Devices, Inc. (a) 673,900 13,773

Arm Holdings PLC sponsored ADR (a) 11,700 632

Broadcom Corp. Class A 5,000 447

Intel Corp. 388,100 41,769

Linear Technology Corp. 120,400 8,436

Maxim Integrated Products, Inc. (a) 43,600 1,711

Micron Technology, Inc. (a) 866,600 35,801

Molex, Inc. 20,200 728

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Rambus, Inc. (a) 53,500 $ 4,738

RF Micro Devices, Inc. (a) 14,500 429

Taiwan Semiconductor Manufacturing Co. Ltd. ADR (a) 21,300 320

Texas Instruments, Inc. 77,600 5,927

Tokyo Electron Ltd. 140,000 5,230

Vitesse Semiconductor Corp. (a) 201,100 7,164

Xilinx, Inc. (a) 299,700 15,210

142,315

TOTAL TECHNOLOGY 488,717

TRANSPORTATION - 2.1%

RAILROADS - 1.9%

Kansas City Southern Industries, Inc. 20,200 862

Union Pacific Corp. 589,500 28,664

29,526

SHIPPING - 0.1%

Alexander & Baldwin, Inc. 18,800 432

Knightsbridge Tankers Ltd. 22,000 468

900

TRUCKING & FREIGHT - 0.1%

Hunt (J.B.) Transport Services, Inc. 58,800 1,117

TOTAL TRANSPORTATION 31,543

UTILITIES - 3.5%

CELLULAR - 0.3%

Nextel Communications, Inc. Class A (a) 91,000 1,957

Vodafone Group PLC sponsored ADR 24,100 3,559

5,516

ELECTRIC UTILITY - 0.2%

Black Hills Corp. 70,150 1,732

Korea Electric Power Corp. ADR 17,400 237

Niagara Mohawk Power Corp. (a) 32,300 497

2,466

TELEPHONE SERVICES - 3.0%

AT&T Corp. 77,400 4,823

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)
(000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

IXC Communications, Inc. 158,900 $ 4,350

MCI WorldCom, Inc. (a) 202,600 11,953

McLeodUSA, Inc. Class A (a) 35,900 1,111

Qwest Communications International, Inc. (a) 326,346 13,054

RCN Corp. (a) 202,900 3,449

Sprint Corp.:

(FON Group) 51,300 3,732

(PCS Group) (a) 25,650 410

WinStar Communications, Inc. (a) 123,300 3,437

46,319

TOTAL UTILITIES 54,301

TOTAL COMMON STOCKS 1,458,359
(Cost $1,089,558)

CASH EQUIVALENTS - 5.1%

Taxable Central Cash Fund (b) 78,004,830 78,005
(Cost $78,005)

TOTAL INVESTMENT IN SECURITIES - 100% $ 1,536,364
(Cost $1,167,563)
</TABLE>

INCOME TAX INFORMATION
At November 30, 1998, the aggregate cost of investment securities for
income tax purposes was $1,177,453,000. Net unrealized appreciation
aggregated $358,911,000, of which $422,661,000 related to appreciated
investment securities and $63,750,000 related to depreciated
investment securities.
The fund hereby designates approximately $103,185,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) NOVEMBER 30, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $1,167,563) - $ 1,536,364
SEE ACCOMPANYING SCHEDULE

CASH 149

RECEIVABLE FOR INVESTMENTS SOLD 26,050

RECEIVABLE FOR FUND SHARES SOLD 1,412

DIVIDENDS RECEIVABLE 708

INTEREST RECEIVABLE 312

OTHER RECEIVABLES 172

TOTAL ASSETS 1,565,167

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 16,437

PAYABLE FOR FUND SHARES REDEEMED 13,180

ACCRUED MANAGEMENT FEE 583

OTHER PAYABLES AND ACCRUED EXPENSES 311

COLLATERAL ON SECURITIES LOANED, AT VALUE 3,474

TOTAL LIABILITIES 33,985

NET ASSETS $ 1,531,182

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 1,014,729

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 147,652
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 368,801
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 60,602 SHARES OUTSTANDING $ 1,531,182

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE $25.27
($1,531,182 (DIVIDED BY) 60,602 SHARES)

MAXIMUM OFFERING PRICE PER SHARE (100/97.00 OF $25.27) $26.05

</TABLE>

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1998

INVESTMENT INCOME $ 7,624
DIVIDENDS

INTEREST (INCLUDING INCOME ON SECURITIES LOANED OF $38) 3,128

TOTAL INCOME 10,752

EXPENSES

MANAGEMENT FEE $ 9,774
BASIC FEE

PERFORMANCE ADJUSTMENT (286)

TRANSFER AGENT FEES 2,824

ACCOUNTING AND SECURITY LENDING FEES 612

NON-INTERESTED TRUSTEES' COMPENSATION 6

CUSTODIAN FEES AND EXPENSES 80

REGISTRATION FEES 55

AUDIT 30

LEGAL 6

MISCELLANEOUS 5

TOTAL EXPENSES BEFORE REDUCTIONS 13,106

EXPENSE REDUCTIONS (438) 12,668

NET INVESTMENT INCOME (LOSS) (1,916)

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

INVESTMENT SECURITIES 152,315

FOREIGN CURRENCY TRANSACTIONS (12) 152,303

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 91,060

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 1 91,061

NET GAIN (LOSS) 243,364

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 241,448
FROM OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30,
1998 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ (1,916) $ (1,894)
NET INVESTMENT INCOME (LOSS)

NET REALIZED GAIN (LOSS) 152,303 223,001

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 91,061 28,072

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 241,448 249,179
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS FROM NET REALIZED GAINS (182,103) (33,239)

SHARE TRANSACTIONS 450,687 730,532
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 176,758 32,549

COST OF SHARES REDEEMED (685,294) (715,879)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (57,849) 47,202
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 1,496 263,142

NET ASSETS

BEGINNING OF PERIOD 1,529,686 1,266,544

END OF PERIOD $ 1,531,182 $ 1,529,686

OTHER INFORMATION
SHARES

SOLD 19,108 31,323

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 8,371 1,637

REDEEMED (29,373) (31,384)

NET INCREASE (DECREASE) (1,894) 1,576

</TABLE>

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

1998 1997 1996 1995 1994
SELECTED PER-SHARE DATA

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

INCOME FROM
INVESTMENT OPERATIONS

NET INVESTMENT INCOME (LOSS) C (.03) (.03) (.03) (.02) D (.01)

NET REALIZED AND 3.74 4.27 4.15 6.12 .64
UNREALIZED GAIN (LOSS)

TOTAL FROM INVESTMENT OPERATIONS 3.71 4.24 4.12 6.10 .63

LESS DISTRIBUTIONS

FROM NET REALIZED GAIN (2.92) (.55) (1.44) (.29) (.30)

NET ASSET VALUE, END OF PERIOD $ 25.27 $ 24.48 $ 20.79 $ 18.11 $ 12.30

TOTAL RETURN A, B 17.55% 21.01% 24.88% 50.92% 5.33%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 1,531 $ 1,530 $ 1,267 $ 544 $ 312
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE .86% .99% 1.07% 1.20% 1.32%
NET ASSETS

RATIO OF EXPENSES TO AVERAGE NET .83% E .94% E 1.03% E 1.18% E 1.29% E
ASSETS AFTER EXPENSE REDUCTIONS

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

PORTFOLIO TURNOVER RATE 121% 142% 158% 176% 199%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $0.01PER SHARE.
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
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS).

NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1998

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:
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 accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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 loss 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.
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.
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
2. OPERATING POLICIES - CONTINUED
TAXABLE CENTRAL CASH FUND - CONTINUED
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 $1,759,816,000 and $1,955,389,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .35%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .62% of average net
assets after the performance adjustment.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $638,000 on sales of shares of the fund of which
$637,000 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 asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .19% of average net assets.
ACCOUNTING 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.
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 $358,000 for the
period.
5. 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.
At period end, the value of the securities loaned and the value of
collateral amounted to $3,272,000 and $3,474,000, respectively.
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 $405,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $14,000 and $19,000, respectively, under these
arrangements.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Mt. Vernon Street Trust and the
Shareholders of Fidelity New Millennium Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity New Millennium Fund (a fund of Fidelity Mt. Vernon Street
Trust) at November 30, 1998, and the results of its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Fidelity New Millennium Fund's management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation
of securities at November 30, 1998 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion
expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 8, 1999

DISTRIBUTIONS

The Board of Trustees of Fidelity New Millennium Fund voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:
PAY DATE 12/29/97 1/5/98 12/21/98 1/11/99
RECORD DATE 12/26/97 1/2/98 12/18/98 1/8/99
DIVIDENDS - - - -
SHORT-TERM
CAPITAL GAINS $1.87 $.03 - -
LONG-TERM
CAPITAL GAINS $.98 $.04 $1.87 $.07
LONG-TERM
CAPITAL GAIN PERCENTAGES:
28% rate 52.47% - - -
20% rate 47.53% 100% 100% 100%

A total of 6% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.

PROXY VOTING RESULTS

WITHHELD 444,634,588.31 6.203

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

PHYLLIS BURKE DAVIS
AFFIRMATIVE 6,721,351,878.03 93.759

WITHHELD 447,371,150.18 6.241

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

ROBERT M. GATES
AFFIRMATIVE 6,720,948,137.62 93.754

WITHHELD 447,774,890.59 6.246

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

# OF % OF
VOTES CAST VOTES CAST
EDWARD C. JOHNSON 3D
AFFIRMATIVE 6,722,591,433.36 93.777

WITHHELD 446,131,594.85 6.223

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

E. BRADLEY JONES
AFFIRMATIVE 6,712,908,507.76 93.641

WITHHELD 455,814,520.45 6.359

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

DONALD J. KIRK
AFFIRMATIVE 6,725,717,309.70 93.820

WITHHELD 443,005,718.51 6.180

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

# OF % OF
VOTES CAST VOTES CAST
PETER S. LYNCH
AFFIRMATIVE 6,725,505,075.80 93.817

WITHHELD 443,217,952.41 6.183

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

WILLIAM O. MCCOY
AFFIRMATIVE 6,726,580,201.40 93.832

WITHHELD 442,142,826.81 6.168

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

GERALD C. MCDONOUGH
AFFIRMATIVE 6,716,677,393.94 93.694

WITHHELD 452,045,634.27 6.306

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

# OF % OF
VOTES CAST VOTES CAST
MARVIN L. MANN
AFFIRMATIVE 6,726,004,407.95 93.824

WITHHELD 442,718,620.26 6.176

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

ROBERT C. POZEN
AFFIRMATIVE 6,725,528,051.25 93.817

WITHHELD 443,194,976.96 6.183

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

THOMAS R. WILLIAMS
AFFIRMATIVE 6,719,510,724.55 93.734

WITHHELD 449,212,303.66 6.266

ABSTAIN 14,482.44 .000

TOTAL 7,168,737,510.65 100.000

PROPOSAL 2
To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the fund.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 765,925,370.94 95.749

AGAINST 8,779,299.29 1.098

ABSTAIN 25,221,963.80 3.153

TOTAL 799,926,634.03 100.000

PROPOSAL 3
To adopt an Amended and Restated Declaration of Trust.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 6,096,875,296.08 85.266

AGAINST 326,513,059.73 4.567

ABSTAIN 727,015,100.07 10.167

TOTAL 7,150,403,455.88 100.000

BROKER 18,334,054.77
NON-VOTES

PROPOSAL 4
To approve an amended management contract.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 729,748,297.71 91.227

AGAINST 29,762,445.29 3.721

ABSTAIN 40,415,891.03 5.052

TOTAL 799,926,634.03 100.000

PROPOSAL 5
To approve a Distribution and Service Plan pursuant to Rule 12b-1.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 703,902,416.43 87.996

AGAINST 51,766,069.55 6.471

ABSTAIN 44,258,148.05 5.533

TOTAL 799,926,634.03 100.000

PROPOSAL 6
To amend the fundamental investment limitation concerning
diversification to exclude securities of other investment companies
from the limitation.
# OF % OF
VOTES CAST VOTES CAST
AFFIRMATIVE 701,752,965.55 89.785

AGAINST 39,662,880.11 5.075

ABSTAIN 40,176,733.60 5.140

TOTAL 781,592,579.26 100.000

BROKER 18,334,054.77
NON-VOTES

MANAGING YOUR INVESTMENTS

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.

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
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

NMF-ANN-0199 69116
1.539033.101

CUSTODIAN
The Chase Manhattan Bank
New York, NY
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