FIDELITY MT VERNON STREET TRUST, N-30D, 2000-01-21

FIDELITY MT VERNON STREET TRUST
N-30D, 2000-01-21

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FIDELITY(REGISTERED TRADEMARK)
AGGRESSIVE GROWTH
FUND

ANNUAL REPORT

NOVEMBER 30, 1999

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 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 29 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 30

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.

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 1-800-544-6666 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

U.S. equity indexes once again dominated the financial headlines, led
by the NASDAQ's 15 record highs in 21 November sessions. Meanwhile,
the Standard & Poor's 500 SM posted two record closings and the Dow
Jones Industrial Average crept above the 11,000 mark for the first
time since mid-September. However, another Federal Reserve Board
interest rate hike and continued inflation concerns drove down the
price of the benchmark 30-year Treasury.

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

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

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

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

If you have questions, please call us at 1-800-544-6666, 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, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY AGGRESSIVE GROWTH 93.91% 372.53% 902.60%

Russell Midcap Growth 42.32% 197.27% n/a

Mid-Cap Funds Average 35.28% 158.92% 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 of U.S. corporations. To
measure how the fund's performance stacked up against its peers, you
can compare it to the mid-cap funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Inc. The past one year average represents a peer group of 408 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges. Lipper has
created new comparison categories that group funds according to
portfolio characteristics and capitalization, as well as by
capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED NOVEMBER 30, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY AGGRESSIVE GROWTH 93.91% 36.42% 29.46%

Russell Midcap Growth 42.32% 24.35% n/a

Mid-Cap Funds Average 35.28% 20.35% 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 Aggressive Growth 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
1991/03/28 12962.23 12307.38
1991/04/30 12892.64 12198.06
1991/05/31 13767.40 12814.58
1991/06/28 12803.18 12116.37
1991/07/31 14095.43 12727.59
1991/08/30 15009.94 13125.48
1991/09/30 15119.28 13110.20
1991/10/31 15337.97 13404.64
1991/11/29 14721.67 12962.09
1991/12/31 16709.92 14702.91
1992/01/31 16760.18 14833.38
1992/02/28 16503.44 14865.71
1992/03/31 15445.65 14255.07
1992/04/30 14983.52 13982.37
1992/05/29 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
1992/10/30 16144.00 14751.10
1992/11/30 17376.36 15683.22
1992/12/31 18106.25 15983.54
1993/01/29 18682.87 16172.20
1993/02/26 17961.44 15674.40
1993/03/31 18481.29 16128.12
1993/04/30 18343.37 15465.77
1993/05/28 19945.37 16195.71
1993/06/30 20146.94 16129.30
1993/07/30 20072.68 16078.17
1993/08/31 20847.15 17013.22
1993/09/30 21176.04 17216.57
1993/10/29 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
1994/04/29 21116.71 17179.55
1994/05/31 20302.58 17204.82
1994/06/30 18877.83 16464.30
1994/07/29 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
1994/12/30 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
1995/04/28 23783.15 19430.50
1995/05/29 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
1995/09/29 31906.41 22865.12
1995/10/31 31523.84 22287.39
1995/11/30 31128.51 23283.57
1995/12/29 29453.73 23296.50
1996/01/31 29857.03 23707.90
1996/02/29 31648.72 24604.76
1996/03/29 31648.72 24798.12
1996/04/30 33667.71 25996.47
1996/05/31 34978.05 26527.18
1996/06/28 33640.97 25725.54
1996/07/31 30338.38 23728.47
1996/08/30 31621.98 25010.87
1996/09/30 34322.88 26599.47
1996/10/31 33440.41 26287.98
1996/11/29 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
1997/05/30 36192.24 29436.66
1997/06/30 37221.27 30251.30
1997/07/31 41025.99 33146.83
1997/08/29 40538.56 32823.19
1997/09/30 43056.98 34484.48
1997/10/31 39820.94 32757.87
1997/11/28 40186.52 33102.23
1997/12/31 40740.26 33536.80
1998/01/30 40483.71 32932.97
1998/02/27 44356.52 36029.32
1998/03/31 46886.75 37539.50
1998/04/30 47644.10 38049.28
1998/05/29 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
1998/10/30 47850.65 33554.87
1998/11/30 51396.41 35818.30
1998/12/31 58372.63 39527.78
1999/01/29 64719.13 40712.88
1999/02/26 61168.50 38721.84
1999/03/31 69772.67 40878.31
1999/04/30 74638.34 42740.96
1999/05/28 71407.08 42191.11
1999/06/30 78226.54 45136.67
1999/07/30 77324.80 43699.49
1999/08/31 81927.46 43245.31
1999/09/30 79898.53 42877.14
1999/10/29 89085.08 46192.38
1999/11/30 99661.82 50976.05

$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,
1999, the value of the investment would have grown to $99,662 - an
896.62% 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 $50,976 - a 409.76% increase.

UNDERSTANDING
PERFORMANCE

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

* THE LIPPER MULTI-CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. AS OF NOVEMBER 30, 1999, THE ONE
YEAR AND FIVE YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR THE
MULTI-CAP GROWTH FUNDS AVERAGE ARE 45.45%, 208.48%, AND 45.45%,
24.90%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

Over the past year, the technology
sector turned the challenge for
equity market leadership into a
one-horse race, crossing the wire
uncontested while other segments of
the market struggled just to get out
of the gate. For the 12-month
period ending November 30, 1999,
the Standard & Poor's 500 Index -
a market-capitalization-weighted
index of 500 widely held U.S. stocks
- - returned 20.90%. The Dow Jones
Industrial Average - an index of 30
blue-chip stocks - posted a 21.20%
return during the period. Small-cap
stocks also rode the tech wave, as
the Russell 2000(registered trademark) Index - helped
by its healthy 26% weighting in the
sector - returned 15.67% for the
12 months ending November 30,
1999. Spurring the technology
industry on in large part was the
Internet and all of its inherent cost
and productivity efficiencies. Even
the Federal Reserve Board had
trouble reining in the sector and its
influence on the vigorous U.S.
economy. The Fed's three
interest-rate hikes over the final six
months of the period - typically an
effective harness on the
performance of hot growth stocks
- - had little effect on technology's
momentum. Witness the tech-heavy
NASDAQ Index, which returned
71.64% during the 12-month
period, and which set a record high
in 71% of the trading sessions - or,
15 out of 21 days - during
November.

(photograph of Erin Sullivan)

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

Q. HOW DID THE FUND PERFORM, ERIN?

A. Quite well. For the 12-month period that ended November 30, 1999,
the fund had a total return of 93.91%. That outpaced both the Russell
Midcap Growth Index, which returned 42.32%, and the mid-cap funds
average as measured by Lipper Inc., which returned 35.28% during the
same 12-month period.

Q. THE FUND OUTPACED ITS BENCHMARK AND PEER GROUP BY WIDE MARGINS.
WHAT WAS YOUR RECIPE FOR SUCCESS?

A. The fund benefited from simply focusing its attention solely on
those companies with the fastest earnings growth. Due to enormous
innovation and strong growth in the technology and telecommunications
markets, several companies experienced very rapid earnings growth
during the period. In addition, the low interest-rate environment
allowed fast-growing companies to maintain their high
price-to-earnings (P/E) ratios - reflective of the market's
willingness to pay more for a company that's growing its earnings
faster than the overall market. The fund was rewarded for its
significant exposure to the technology and telecom sectors over the
course of the period. Some good picks within the health care sector
also added appreciably to fund returns.

Q. WHAT WERE THE CATALYSTS FOR THIS STRONG GROWTH IN THE WORLD OF
TECHNOLOGY AND TELECOMMUNICATIONS?

A. The Internet made tremendous strides, which in turn created
significant opportunities for companies with the products that
improved the speed and efficiency of this medium. Service-related
firms also benefited from providing customers with the infrastructure
capabilities they needed in order to move their businesses online. In
addition to its adoration for many of these high-tech names, the
market continued to embrace telecom firms, which were strong
beneficiaries of the growth of the Net and wireless voice
communications.

Q. WHAT WERE SOME OF YOUR OTHER STRATEGIES DURING THE 12-MONTH PERIOD?

A. I chose to take profits from a few of the fund's biotechnology
positions, seeking better valuations for stronger earnings growth
elsewhere. I found what I was looking for in some pharmaceutical firms
- - namely Warner-Lambert and Bristol-Myers Squibb - and stocked up on
them accordingly. On the other hand, I scaled back considerably on
retail stocks. Although delivering strong earnings growth, some firms
suffered from falling P/E levels, as the threat from well-financed
Internet start-ups raised questions about long-term growth rates. I
broadened the fund's exposure to the finance sector toward the end of
the period, adding some of the larger, more liquid names such as
Citigroup and Chase Manhattan, which were attractively priced relative
to their earnings growth.

Q. WHAT STOCKS WERE POSITIVE CONTRIBUTORS?

A. Exodus, the fund's top holding at the close of the period, was a
huge performer over the past year, driven by strong demand for Web
hosting - that is, providing server space and other Web-related
services to companies looking to do e-commerce, as well as large
enterprises looking to take their businesses to the Net. QUALCOMM, a
leading provider of wireless communications products, benefited from
advancing the delivery of digital voice and data. Brocade
Communications was a big winner in the realm of data storage with the
exponential rise in Net usage. America Online also added meaningfully
to returns.

Q. WHICH STOCKS DISAPPOINTED?

A. CVS recoiled in response to pressure from its online competitors.
Chip manufacturer Hi/fn declined sharply as two major customers
unexpectedly slashed their volume requirements and decided to work
down high inventory levels. I sold off the fund's position in Hi/fn
during the period. Two other stocks that hurt included At Home - a
cable modem service provider and Internet portal operator - which
wilted from increased competition, and computer hardware supplier
Ingram Micro, which fell far short of its earnings estimates. The fund
no longer held these stocks at the close of the period.

Q. WHAT'S YOUR OUTLOOK?

A. It's been a fantastic environment for growth stocks recently, and
there's still a lot of opportunity out there in terms of long-term
growth over the next several years. However, valuations remain a
concern for me, as certain stocks are trading at levels seemingly too
high relative to their revenue and earnings potential over time.
Therefore, I intend to remain focused on those companies whose
earnings growth is priced at an appropriate level, and whose products
or services are poised to further penetrate the marketplace.

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

ERIN SULLIVAN DISCUSSES
THE EMERGENCE OF THE
WIRELESS INTERNET:

"The Internet has become a
tremendous productivity tool for
corporations and consumers
alike. Companies today benefit
from the cost savings associated
with their ability to transact
business online, and from having
direct contact with their
customers. Consumers, on the
other hand, are empowered by
24-hour access to products,
services and information. The
next wave of opportunity could roll
in with wireless data. This new
technology is exciting because it
has all of the benefits of the
Internet as a form of
communication, with the added
advantage of being able to use it
anywhere. No longer will you have
to be tethered to a desktop for
connectivity, or a laptop with a
connection, to enjoy the
productivity improvements afforded
by the Internet. The interesting
thing is that even though
international acceptance of the
Internet lags the U.S., wireless
communications overseas is further
advanced, with many international
service providers already beginning
to roll out wireless data products. I
foresee the year ahead to be an
exciting one on a global scale. It's
not yet clear who the winners will
be, how different companies across
the world will align or how
partnerships will form. It is evident,
however, that the market could
experience quite a bit of volatility
as market share plays itself out
over time."

FUND FACTS

GOAL: Seeks capital
appreciation

FUND NUMBER: 324

TRADING SYMBOL: FDEGX

START DATE: December 28,
1990

SIZE: as of November 30,
1999, more than $11.5
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, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Exodus Communications, Inc. 7.7 5.9

Brocade Communications 5.7 0.2
Systems, Inc.

QUALCOMM, Inc. 3.4 1.9

Foundry Networks, Inc. 3.3 0.0

America Online, Inc. 2.6 1.2

Warner-Lambert Co. 2.2 0.0

Cisco Systems, Inc. 2.1 1.3

Sprint Corp. Series 1 (PCS 2.1 0.2
Group)

Motorola, Inc. 2.1 0.3

Citigroup, Inc. 2.1 0.0

33.3 11.0

TOP FIVE MARKET SECTORS AS OF
NOVEMBER 30, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 45.1 33.3

UTILITIES 14.9 14.2

HEALTH 12.7 14.9

FINANCE 10.2 2.6

MEDIA & LEISURE 6.3 14.4

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

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

Stocks 98.0% Stocks 95.9%

Convertible Securities 0.3% Convertible Securities 0.0%

Short-Term Investments and Short-Term Investments and
Net Other Assets 1.7% Net Other Assets 4.1%

* FOREIGN INVESTMENTS 6.9% ** FOREIGN INVESTMENTS 2.0%

</TABLE>

Row: 1, Col: 1, Value: 98.0
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.3
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 1.7

Row: 1, Col: 1, Value: 95.90000000000001
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 4.1

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS NOVEMBER 30, 1999
Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 98.0%

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - 0.7%

METALS & MINING - 0.1%

CommScope, Inc. (a) 200,000 $ 8,425

PACKAGING & CONTAINERS - 0.6%

Corning, Inc. 800,000 74,950

TOTAL BASIC INDUSTRIES 83,375

DURABLES - 0.2%

CONSUMER ELECTRONICS - 0.2%

Gemstar International Group 200,000 22,550
Ltd. (a)

ENERGY - 0.2%

ENERGY SERVICES - 0.1%

Schlumberger Ltd. 130,000 7,808

OIL & GAS - 0.1%

EOG Resources, Inc. 700,000 12,950

TOTAL ENERGY 20,758

FINANCE - 10.2%

BANKS - 3.2%

Bank of America Corp. 800,000 46,800

Bank of New York Co., Inc. 400,000 15,950

Capital One Financial Corp. 900,000 41,906

Chase Manhattan Corp. 2,000,000 154,500

Comerica, Inc. 253,200 13,420

FleetBoston Financial Corp. 900,000 34,031

Wells Fargo & Co. 1,295,100 60,222

366,829

CREDIT & OTHER FINANCE - 4.2%

American Express Co. 1,000,000 151,313

Associates First Capital 1,682,000 55,927
Corp. Class A

Citigroup, Inc. 4,495,300 242,184

Providian Financial Corp. 550,050 43,523

492,947

FEDERAL SPONSORED CREDIT - 0.3%

Fannie Mae 550,000 36,644

INSURANCE - 1.6%

American International Group, 1,526,250 157,585
Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

INSURANCE - CONTINUED

Hartford Financial Services 175,700 $ 8,203
Group, Inc.

Hartford Life, Inc. Class A 18,900 846

Marsh & McLennan Companies, 36,400 2,862
Inc.

Reliastar Financial Corp. 288,800 12,563

182,059

SECURITIES INDUSTRY - 0.9%

E*Trade Group, Inc. (a) 500,000 15,031

Morgan Stanley Dean Witter & 800,000 96,500
Co.

111,531

TOTAL FINANCE 1,190,010

HEALTH - 12.7%

DRUGS & PHARMACEUTICALS - 9.5%

Allergan, Inc. 550,000 54,106

American Home Products Corp. 900,000 46,800

Amgen, Inc. (a) 200,000 9,113

Biogen, Inc. (a) 400,000 29,225

Bristol-Myers Squibb Co. 2,400,000 175,350

Eli Lilly & Co. 2,050,000 147,088

Genentech, Inc. 1,200,000 103,050

Genzyme Corp. - General 82,100 2,956
Division

Gilead Sciences, Inc. (a) 100,000 4,800

Immunex Corp. (a) 900,000 63,788

Medimmune, Inc. (a) 907,376 109,055

Pfizer, Inc. 1,500,000 54,281

Pharmacia & Upjohn, Inc. 500,000 27,344

Schering-Plough Corp. 400,000 20,450

Warner-Lambert Co. 2,828,900 253,717

1,101,123

MEDICAL EQUIPMENT & SUPPLIES
- - 3.1%

Guidant Corp. 738,000 36,900

Johnson & Johnson 1,741,700 180,701

Medtronic, Inc. 2,932,346 113,995

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES
- - CONTINUED

Millipore Corp. 400,000 $ 13,125

Stryker Corp. 200,000 11,388

356,109

MEDICAL FACILITIES MANAGEMENT
- - 0.1%

Express Scripts, Inc. Class A 208,900 10,602
(a)

TOTAL HEALTH 1,467,834

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.1%

ELECTRICAL EQUIPMENT - 4.6%

ANTEC Corp. (a) 1,800,000 100,800

General Instrument Corp. (a) 2,100,000 137,550

Hutchison Whampoa Ltd. 1,100,000 13,526

L.M. Ericsson Telefon AB 2,000,000 96,375
sponsored ADR

Omnipoint Corp. (a) 700,000 56,700

Scientific-Atlanta, Inc. 2,300,000 134,119

539,070

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.5%

Tyco International Ltd. 1,314,726 52,671

TOTAL INDUSTRIAL MACHINERY & 591,741
EQUIPMENT

MEDIA & LEISURE - 6.3%

BROADCASTING - 6.0%

AT&T Corp. - Liberty Media 1,600,000 66,900
Group Class A (a)

CBS Corp. (a) 1,631,000 84,812

Clear Channel Communications, 700,000 56,263
Inc. (a)

Comcast Corp. Class A 1,100,000 49,706
(special)

Cox Communications, Inc. 700,000 32,900
Class A (a)

Entercom Communications Corp. 200,000 11,438

i-CABLE Communications Ltd. 6,144,600 9,454

Infinity Broadcasting Corp. 467,000 17,016
Class A

Insight Communications, Inc. 430,100 10,645

MediaOne Group, Inc. 660,000 52,305

NTL, Inc. (a) 437,500 39,895

Telewest Communications PLC 763,636 3,596
(a)

Telewest Communications PLC 58,636 2,851
sponsored ADR (a)

Time Warner, Inc. 832,590 51,360

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

United Pan-Europe 652,250 $ 64,170
Communications NV

UnitedGlobalCom, Inc. (a) 198,400 20,671

Univision Communications, 1,028,600 90,003
Inc. Class A (a)

Westwood One, Inc. (a) 510,000 29,198

693,183

ENTERTAINMENT - 0.3%

Viacom, Inc.:

Class A (a) 100,000 4,981

Class B (non-vtg.) (a) 600,000 29,850

34,831

TOTAL MEDIA & LEISURE 728,014

NONDURABLES - 0.8%

FOODS - 0.3%

Quaker Oats Co. 550,000 35,888

HOUSEHOLD PRODUCTS - 0.5%

Procter & Gamble Co. 528,200 57,046

TOTAL NONDURABLES 92,934

RETAIL & WHOLESALE - 1.2%

DRUG STORES - 0.2%

CVS Corp. 383,996 15,240

Walgreen Co. 200,000 5,825

21,065

GENERAL MERCHANDISE STORES -
0.2%

Wal-Mart Stores, Inc. 400,000 23,050

GROCERY STORES - 0.2%

Kroger Co. (a) 980,000 20,886

Safeway, Inc. (a) 169,200 6,239

27,125

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.6%

Home Depot, Inc. 400,000 31,625

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - CONTINUED

Staples, Inc. (a) 1,000,000 $ 23,500

Tiffany & Co., Inc. 150,000 11,625

66,750

TOTAL RETAIL & WHOLESALE 137,990

SERVICES - 0.9%

ADVERTISING - 0.9%

Interpublic Group of 200,000 9,400
Companies, Inc.

Omnicom Group, Inc. 646,300 56,955

Outdoor Systems, Inc. (a) 875,000 38,938

105,293

TECHNOLOGY - 44.8%

COMMUNICATIONS EQUIPMENT - 4.1%

AudioCodes Ltd. 134,300 8,041

Cisco Systems, Inc. (a) 2,806,560 250,310

Ditech Communications Corp. 407,500 42,176

Efficient Networks, Inc. 59,800 3,588

KPNQwest NV (C Shares) (a) 510,900 19,152

Metricom, Inc. (a) 186,100 11,026

Nokia AB sponsored ADR 500,000 69,094

Nortel Networks Corp. 500,000 36,790

Tellabs, Inc. (a) 600,000 38,925

479,102

COMPUTER SERVICES & SOFTWARE
- - 22.3%

Aether Systems, Inc. 200,000 15,200

Affymetrix, Inc. (a) 150,000 14,700

America Online, Inc. (a) 4,200,000 305,288

Automatic Data Processing, 300,000 14,813
Inc.

Clarent Corp. 379,000 30,794

Digex, Inc. Class A (d) 552,500 18,509

Exodus Communications, Inc. 8,231,600 887,462
(a)(d)

F5 Networks, Inc. (d) 1,345,100 152,164

Foundry Networks, Inc. 1,638,000 385,135

Intuit, Inc. (a) 3,876,800 193,840

Korea Thrunet Co. Ltd. Class A 25,300 1,407

Legato Systems, Inc. (a) 747,100 50,453

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Microsoft Corp. (a) 150,000 $ 13,657

Polycom, Inc. (a) 300,000 19,200

PSINet, Inc. (a) 1,277,900 63,895

Redback Networks, Inc. 299,600 41,925

Terra Networks SA (a) 62,700 2,164

Verio, Inc. (a) 3,151,400 113,253

VERITAS Software Corp. (a) 628,950 57,588

Yahoo!, Inc. (a) 935,000 198,921

2,580,368

COMPUTERS & OFFICE EQUIPMENT
- - 4.7%

Adaptec, Inc. (a) 3,000,000 161,625

Alteon Websystems, Inc. 1,291,950 124,673

Ancor Communications, Inc. (a) 400,000 24,250

Comverse Technology, Inc. (a) 590,100 71,328

Crossroads Systems, Inc. 202,700 17,876

Emulex Corp. (a) 230,600 37,473

Extreme Networks, Inc. 152,300 10,109

Gateway, Inc. (a) 800,000 61,100

Hewlett-Packard Co. 400,000 37,950

546,384

ELECTRONIC INSTRUMENTS - 0.5%

Agilent Technologies, Inc. 1,036,600 43,732

PE Corp. - Biosystems Group 211,800 17,288

61,020

ELECTRONICS - 13.2%

Advanced Micro Devices, Inc. 500,000 14,125
(a)

Analog Devices, Inc. (a) 1,300,000 74,669

Applied Micro Circuits Corp. 700,000 58,188
(a)

Broadcom Corp. Class A (a) 300,000 53,719

Brocade Communications 2,283,800 662,159
Systems, Inc. (d)

Chartered Semiconduct 834,000 44,411
Manufacturing Ltd. ADR

Cobalt Networks, Inc. 153,500 25,913

Epcos AG 97,300 6,087

Finisar Corp. 603,700 69,576

JNI Corp. 400,000 31,350

Linear Technology Corp. 300,000 21,319

Motorola, Inc. 2,150,000 245,638

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

National Semiconductor Corp. 600,000 $ 25,500
(a)

PMC-Sierra, Inc. (a) 100,000 10,306

QLogic Corp. (a) 663,600 75,070

Rambus, Inc. (a) 15,921 1,123

Sanmina Corp. (a) 300,000 28,838

Texas Instruments, Inc. 253,400 24,342

Transwitch Corp. (a) 491,500 23,101

Vitesse Semiconductor Corp. 600,000 27,038
(a)

1,522,472

TOTAL TECHNOLOGY 5,189,346

UTILITIES - 14.9%

CELLULAR - 13.3%

AirGate PCS, Inc. 578,300 22,771

American Mobile Satellite 425,000 6,667
Corp. (a)

China Telecom (Hong Kong) 6,154,000 32,347
Ltd. (a)

Leap Wireless International, 100,000 5,113
Inc. (a)

Mannesmann AG (Reg.) 1,010,000 213,000

Nextel Communications, Inc. 1,850,300 183,411
Class A (a)

NTT Mobile Communication 1,550 54,391
Network, Inc.

Powertel, Inc. (a) 400,000 34,300

QUALCOMM, Inc. (a) 1,098,800 398,109

Sprint Corp. Series 1 (PCS 2,681,000 245,982
Group)

Telephone & Data Systems, 70,100 9,336
Inc.

Triton PCS Holdings, Inc. 405,700 18,966
Class A (a)

Vodafone AirTouch PLC 2,000,000 94,375
sponsored ADR

VoiceStream Wireless Corp. (a) 1,663,800 153,486

Western Wireless Corp. Class A 950,000 55,634

Wireless Facilities, Inc. 155,700 8,408

1,536,296

TELEPHONE SERVICES - 1.6%

GTE Corp. 50,000 3,650

MCI WorldCom, Inc. (a) 1,212,169 100,231

Net2Phone, Inc. (a) 357,500 20,780

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Sprint Corp. (FON Group) 600,000 $ 41,625

Versatel Telecom 565,000 15,963
International NV (a)

182,249

TOTAL UTILITIES 1,718,545

TOTAL COMMON STOCKS 11,348,390
(Cost $8,396,053)

CONVERTIBLE PREFERRED STOCKS
- - 0.3%

TECHNOLOGY - 0.3%

COMPUTER SERVICES & SOFTWARE
- - 0.3%

Verio, Inc. $3.375 (c) (Cost 800,000 37,100
$40,541)

CASH EQUIVALENTS - 10.3%

Central Cash Collateral Fund, 724,458,300 724,458
5.69% (b)

Taxable Central Cash Fund, 467,014,798 467,015
5.34% (b)

MATURITY AMOUNT

Investments in repurchase $ 3,387,470 3,387
agreements (U.S. Treasury
obligations), in a joint
trading account at 5%, dated
11/30/99 due 12/1/99

</TABLE>

TOTAL CASH EQUIVALENTS 1,194,860
(Cost $1,194,860)

TOTAL INVESTMENT PORTFOLIO - 12,580,350
108.6%
(Cost $9,631,454)

NET OTHER ASSETS - (8.6)% (997,757)

NET ASSETS - 100% $ 11,582,593

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(c) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers.
At the period end, the value of these securities amounted to
$37,100,000
or 0.3% of net assets.

(d) Affiliated company

INCOME TAX INFORMATION

At November 30, 1999, the aggregate cost of investment securities for
income tax purposes was $9,646,380,000. Net unrealized appreciation
aggregated $2,933,970,000, of which $3,076,307,000 related to
appreciated investment securities and $142,337,000 related to
depreciated investment securities.
The fund hereby designates approximately $237,523,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) NOVEMBER
30, 1999

ASSETS

Investment in securities, at $ 12,580,350
value (including repurchase
agreements of $3,387) (cost
$9,631,454) - See
accompanying schedule

Receivable for investments 15,733
sold

Receivable for fund shares 135,061
sold

Dividends receivable 2,497

Interest receivable 1,976

Redemption fees receivable 55

Other receivables 1,026

TOTAL ASSETS 12,736,698

LIABILITIES

Payable for investments $ 400,021
purchased

Payable for fund shares 20,442
redeemed

Accrued management fee 6,005

Other payables and accrued 3,179
expenses

Collateral on securities 724,458
loaned, at value

TOTAL LIABILITIES 1,154,105

NET ASSETS $ 11,582,593

Net Assets consist of:

Paid in capital $ 7,404,069

Accumulated undistributed net 1,229,628
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 2,948,896
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 218,340 $ 11,582,593
shares outstanding

NET ASSET VALUE, offering $53.05
price and redemption price
per share ($11,582,593
(divided by) 218,340 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED NOVEMBER 30, 1999

INVESTMENT INCOME $ 10,613
Dividends

Interest 9,706

Security lending 1,667

TOTAL INCOME 21,986

EXPENSES

Management fee Basic fee $ 35,368

Performance adjustment 4,863

Transfer agent fees 12,061

Accounting and security 923
lending fees

Non-interested trustees' 24
compensation

Custodian fees and expenses 185

Registration fees 2,012

Audit 57

Legal 39

Interest 3

Reports to shareholders 299

Miscellaneous 15

Total expenses before 55,849
reductions

Expense reductions (1,271) 54,578

NET INVESTMENT INCOME (LOSS) (32,592)

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

Investment securities 1,271,720
(including realized gain of
$7,071 on sales of
investments in affiliated
issuers)

Foreign currency transactions 20 1,271,740

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 2,431,220

Assets and liabilities in (1) 2,431,219
foreign currencies

NET GAIN (LOSS) 3,702,959

NET INCREASE (DECREASE) IN $ 3,670,367
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1999 YEAR ENDED NOVEMBER 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ (32,592) $ (14,588)
income (loss)

Net realized gain (loss) 1,271,740 282,795

Change in net unrealized 2,431,219 257,933
appreciation (depreciation)

NET INCREASE (DECREASE) IN 3,670,367 526,140
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (235,997) (404,243)
from net realized gains

Share transactions Net 6,661,315 517,086
proceeds from sales of shares

Reinvestment of distributions 230,927 398,240

Cost of shares redeemed (1,258,379) (504,218)

NET INCREASE (DECREASE) IN 5,633,863 411,108
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

Redemption fees 3,265 383

TOTAL INCREASE (DECREASE) 9,071,498 533,388
IN NET ASSETS

NET ASSETS

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

End of period $ 11,582,593 $ 2,511,095

OTHER INFORMATION
Shares

Sold 157,336 18,826

Issued in reinvestment of 7,624 17,704
distributions

Redeemed (30,724) (19,064)

Net increase (decrease) 134,236 17,466

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED NOVEMBER 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net investment income (loss) B (.23) (.18) (.17) (.07) (.14)

Net realized and unrealized 26.12 6.44 3.79 3.10 7.99
gain (loss)

Total from investment 25.89 6.26 3.62 3.03 7.85
operations

Less Distributions

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

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

Net asset value, end of period $ 53.05 $ 29.86 $ 29.68 $ 26.37 $ 24.41

TOTAL RETURN A 93.91% 27.89% 13.98% 13.27% 47.59%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 11,583 $ 2,511 $ 1,978 $ 1,939 $ 1,332
(in millions)

Ratio of expenses to average .99% 1.08% 1.09% 1.10% 1.10%
net assets

Ratio of expenses to average .97% C 1.05% C 1.05% C 1.09% C 1.09% C
net assets after expense
reductions

Ratio of net investment (.58)% (.67)% (.60)% (.31)% (.66)%
income (loss) to average net
assets

Portfolio turnover rate 186% 199% 212% 105% 102%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B NET INVESTMENT INCOME (LOSS) 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.

NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1999

1. SIGNIFICANT ACCOUNTING POLICIES.

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

SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

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.

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, 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. Effective
March 20, 2000, the short-term trading fee will increase from .75% to
1.50%. The 1.50% fee will apply to shares redeemed on or after March
20, 2000, after a holding period of less than 90 days.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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.

CENTRAL CASH FUNDS. Pursuant to an Exemptive Order issued by the SEC,
the fund may invest in the Taxable Central Cash Fund and the Central
Cash Collateral Fund(the Cash Funds) managed by Fidelity Investments
Money Management, Inc., an affiliate of FMR. The Cash Funds are
open-end money market funds available only to investment companies and
other accounts managed by FMR and its affiliates. The Cash Funds seek
preservation of capital, liquidity, and current income. Income
distributions from the Cash Funds are declared daily and paid monthly
from net interest income. Income distributions earned by the fund are
recorded as either interest income or security lending income in the
accompanying financial statements.

RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities (excluding 144A issues).

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $15,585,652,000 and $10,347,629,000, 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 .2167% 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 .72% 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 .21% 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 $437,000 for the
period.

5. SECURITY LENDING.

5. SECURITY LENDING - CONTINUED

reasons, the fund could experience delays and costs in recovering the
securities loaned or in gaining access to the collateral. At period
end, the value of the securities loaned amounted to $675,091,000. The
fund received cash collateral of $724,458,000 which was invested in
cash equivalents.

6. BANK BORROWINGS.

The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. The interest
rate on the borrowings is the bank's base rate, as revised from time
to time. The average daily loan balance during the period for which
loans were outstanding amounted to $6,423,000. The weighted average
interest rate was 5.87%.

7. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $1,101,000 under this arrangement.
In addition, through arrangements with the fund's custodian and
transfer agent, 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 $6,000 and $164,000, respectively, under these arrangements.

8. TRANSACTIONS WITH AFFILIATED COMPANIES.

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

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

AMOUNTS IN THOUSANDS AFFILIATE PURCHASE COST SALES COST DIVIDEND INCOME VALUE

Brocade Communications $ 258,878 $ - $ - $ 662,159
Systems, Inc.

Digex, Inc. Class A 4,285 9,782 - 18,509

Exodus Communications, Inc. 145,774 - - 887,462

F5 Networks, Inc. 37,169 - - 152,164

TOTALS $ 446,106 $ 9,782 $ - $ 1,720,294

</TABLE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Mt. Vernon Street Trust and the
Shareholders of Fidelity Aggressive Growth Fund (formerly 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 Aggressive Growth Fund (formerly Fidelity Emerging Growth
Fund) (a fund of Fidelity Mt. Vernon Street Trust) at November 30,
1999, 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
Aggressive 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, 1999 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 7, 2000

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 per share derived from capital gains
realized from sales of portfolio securities, and dividends derived
from net investment income:

PAY DATE RECORD DATE DIVIDENDS CAPITAL GAINS
12/17/99 12/20/99 - $3.20
1/7/00 1/10/00 - $1.41

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

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 Automated Service Telephone 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)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST SM)
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 1-800-544-0240 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.

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

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

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
Ned C. Lautenbach

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund (registered trademark)
Contrafund(registered trademark) II
Disciplined Equity Fund
Dividend Growth Fund
Export and Multinational Fund
Fidelity Fifty SM
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium Fund(registered trademark)
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
TechnoQuant (registered trademark) Growth Fund
Trend Fund
Value Fund

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions and
Account Assistance 1-800-544-6666
Product Information 1-800-544-6666
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com
Fidelity Automated Service
Telephone (FAST SM) 1-800-544-5555

AUTOMATED LINE FOR QUICKEST SERVICE

FIDELITY(REGISTERED TRADEMARK)
GROWTH COMPANY
FUND

ANNUAL REPORT

NOVEMBER 30, 1999

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 23 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 27 Notes to the financial
statements.

REPORT OF INDEPENDENT 32 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 33

OTHER FUND INFORMATION 34

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.

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.

FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-6666 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

PERIODS ENDED NOVEMBER 30, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY GROWTH COMPANY 60.17% 264.41% 596.96%

Russell 3000(registered 31.56% 255.25% 454.20%
trademark) Growth

S&P 500 (registered trademark) 20.90% 236.51% 415.33%

Growth Funds Average 27.23% 187.58% 344.65%

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
growth-oriented stocks of U.S. domiciled corporations and the
performance of the Standard & Poor's 500 Index (S&P 500) - a market
capitalization-weighted index of common stocks. To measure how the
fund's performance stacked up against its peers, you can compare it to
the growth funds average, which reflects the performance of mutual
funds with similar objectives tracked by Lipper Inc. The past one year
average represents a peer group of 1,115 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges. Lipper has created new comparison
categories that group funds according to portfolio characteristics and
capitalization, as well as by capitalization only. These averages are
listed on page 5 of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED NOVEMBER 30, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY GROWTH COMPANY 60.17% 29.51% 21.43%

Russell 3000 Growth 31.56% 28.86% 18.68%

S&P 500 20.90% 27.47% 17.82%

Growth Funds Average 27.23% 22.97% 15.68%

$10,000 OVER 10 YEARS
Growth Company Russell 3000 Growth
00025 RS007
1989/11/30 10000.00 10000.00
1989/12/31 10170.37 10181.57
1990/01/31 9396.31 9346.96
1990/02/28 9810.22 9432.81
1990/03/31 10337.01 9812.40
1990/04/30 10186.50 9672.84
1990/05/31 11256.21 10668.20
1990/06/30 11385.23 10779.81
1990/07/31 11030.45 10658.70
1990/08/31 9885.47 9607.63
1990/09/30 9009.27 9068.76
1990/10/31 9052.28 9076.79
1990/11/30 10019.86 9699.15
1990/12/31 10535.90 10048.04
1991/01/31 11723.88 10584.17
1991/02/28 12481.82 11444.36
1991/03/31 13159.13 11914.73
1991/04/30 13040.87 11854.08
1991/05/31 13734.30 12385.10
1991/06/30 12809.72 11783.03
1991/07/31 13825.68 12409.76
1991/08/31 14422.36 12831.18
1991/09/30 14336.35 12630.97
1991/10/31 14304.10 12847.07
1991/11/30 13771.93 12499.45
1991/12/31 15627.93 14233.52
1992/01/31 15803.79 13970.66
1992/02/29 15938.07 13999.89
1992/03/31 15114.89 13591.26
1992/04/30 14822.99 13635.65
1992/05/31 14805.47 13728.45
1992/06/30 14280.04 13353.06
1992/07/31 14787.96 13939.98
1992/08/31 14385.13 13746.35
1992/09/30 14612.81 13919.70
1992/10/31 15400.96 14151.32
1992/11/30 16422.63 14812.03
1992/12/31 16869.24 14976.80
1993/01/31 17278.94 14829.57
1993/02/28 16796.08 14554.84
1993/03/31 17395.07 14841.63
1993/04/30 17205.59 14256.36
1993/05/31 18171.30 14780.43
1993/06/30 18238.54 14657.13
1993/07/31 17945.16 14428.25
1993/08/31 18678.61 15027.95
1993/09/30 19204.25 14967.12
1993/10/31 19467.07 15384.88
1993/11/30 18892.53 15236.92
1993/12/31 19600.29 15529.92
1994/01/31 20236.08 15893.61
1994/02/28 19911.11 15623.81
1994/03/31 18983.60 14850.03
1994/04/30 19207.01 14916.34
1994/05/31 19098.69 15091.52
1994/06/30 18218.57 14628.45
1994/07/31 18638.32 15100.10
1994/08/31 19586.14 15967.59
1994/09/30 19193.47 15777.44
1994/10/31 19816.33 16129.26
1994/11/30 19125.77 15600.07
1994/12/31 19164.29 15872.06
1995/01/31 18953.39 16144.05
1995/02/28 19740.77 16827.41
1995/03/31 20514.09 17319.71
1995/04/30 21399.89 17686.87
1995/05/31 22159.15 18266.84
1995/06/30 23804.22 19024.73
1995/07/31 25575.82 19885.28
1995/08/31 25892.18 19930.40
1995/09/30 26623.32 20795.34
1995/10/31 26475.69 20702.18
1995/11/30 27009.98 21517.61
1995/12/31 26755.84 21676.17
1996/01/31 27403.73 22309.84
1996/02/29 28041.55 22777.29
1996/03/31 28256.62 22848.17
1996/04/30 29131.76 23566.24
1996/05/31 29932.74 24430.62
1996/06/30 29524.83 24288.69
1996/07/31 27715.22 22705.87
1996/08/31 28367.87 23399.09
1996/09/30 30303.56 25051.88
1996/10/31 30437.05 25078.91
1996/11/30 32291.16 26846.78
1996/12/31 31252.53 26419.52
1997/01/31 33085.98 28156.33
1997/02/28 32397.33 27824.42
1997/03/31 30401.03 26277.93
1997/04/30 31538.46 27844.02
1997/05/31 33890.69 30029.85
1997/06/30 35175.13 31215.70
1997/07/31 38192.80 33865.40
1997/08/31 36769.08 32161.97
1997/09/30 38540.99 33845.49
1997/10/31 36320.30 32512.09
1997/11/30 37016.68 33670.55
1997/12/31 37161.81 34012.57
1998/01/31 37456.14 34887.67
1998/02/28 40592.64 37553.68
1998/03/31 41918.29 39057.97
1998/04/30 41710.35 39570.21
1998/05/31 40064.12 38284.25
1998/06/30 42576.79 40453.79
1998/07/31 42602.78 39910.17
1998/08/31 35402.68 33656.17
1998/09/30 39024.39 36304.21
1998/10/31 41103.84 39141.69
1998/11/30 43512.54 42123.38
1998/12/31 47280.95 45922.48
1999/01/31 50286.25 48572.17
1999/02/28 48426.56 46189.62
1999/03/31 51538.50 48566.69
1999/04/30 52127.24 48920.77
1999/05/31 51529.15 47534.49
1999/06/30 56463.39 50801.39
1999/07/31 57126.90 49189.15
1999/08/31 59855.68 49800.83
1999/09/30 58715.57 48890.11
1999/10/31 62416.25 52411.67
1999/11/30 69696.13 55419.59
IMATRL PRASUN SHR__CHT 19991130 19991221 114122 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Growth Company Fund on November 30, 1989. As the
chart shows, by November 30, 1999, the value of the investment would
have grown to $69,696 - a 596.96% increase on the initial investment.
For comparison, look at how the Russell 3000 Growth Index did over the
same period. With dividends and capital gains, if any, reinvested, the
same $10,000 would have grown to $55,420 - a 454.20% increase.

UNDERSTANDING
PERFORMANCE

* THE LIPPER MULTI-CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. AS OF NOVEMBER 30, 1999, THE ONE
YEAR, FIVE YEAR AND TEN YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE MULTI-CAP GROWTH FUNDS AVERAGE ARE 45.45%, 208.48%,
415.05% AND 45.45%, 24.90% AND 17.55%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(PHOTOGRAPH OF STEVEN WYMER)

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

Q. HOW DID THE FUND PERFORM, STEVE?

A. The fund posted an exceptional return, both absolutely and relative
to its benchmark. For the 12 months that ended November 30, 1999, the
fund returned 60.17%, almost doubling the 31.56% return of the Russell
3000 Growth Index. The fund's performance also compared favorably to
the 27.23% return of the growth funds average monitored by Lipper Inc.

Q. WHAT ACCOUNTED FOR THE FUND'S OUTSTANDING PERFORMANCE?

A. Good stock selection was the key, particularly in the technology
and health care sectors. In technology, the fund profited from
positions in fiber-optic components and equipment, communications
semiconductors, storage centralization and software. In health care,
the fund's returns were helped by its holdings in biotechnology and
small drug company stocks, which significantly outperformed the rest
of the health care sector. The fund's overall emphasis on
mid-capitalization and smaller-capitalization stocks also paid off, as
stronger-than-expected economic growth resulted in greater investor
confidence in the prospects for smaller companies.

Q. WHAT ATTRACTED YOU TO THOSE SUBSECTORS OF TECHNOLOGY?

A. Many of the fund's technology holdings were the stocks of companies
positioned to benefit from the ongoing construction of the broadband
communications network, which will allow telecommunications companies
and cable operators to provide users with high-speed Internet access,
video-on-demand and telephony. My interest in software stocks was
limited mostly to Internet infrastructure plays - that is, those
companies that make it possible for others to do business on the
Internet.

Q. WHAT CHANGES OCCURRED IN THE FUND'S HEALTH CARE HOLDINGS?

A. Overall, the fund's investment in health care stocks fell 4.6
percentage points to end the period at 18.2% of net assets. I cut back
on the fund's holdings in health care services and large drug company
stocks because companies in those subsectors seemed unlikely to
deliver the kind of outstanding, durable earnings growth I typically
look for. HMOs and other health care services companies continued to
struggle with the issues of rising costs and the increasing threat of
a class action lawsuit over the way they deliver their services. For
their part, large drug companies experienced an erosion in their
competitive position because of expiring patents on existing products
and a lull in the development of exciting new ones. I did, though,
increase the fund's holdings of biotechnology and small drug company
stocks, where prospects for growth appeared more solid.

Q. WHICH STOCKS WERE PARTICULARLY HELPFUL TO PERFORMANCE?

A. Medimmune was one of the fund's strongest performers. This
biotechnology company successfully launched its second-generation
vaccine for respiratory tract infections. In the fiber-optics
components area, JDS Uniphase did well based on strong demand for the
company's products and on investors' enthusiasm for the merger of JDS
and Uniphase, which positioned the company as a worldwide leader in
that industry. National Semiconductor was another strong holding. The
stock was helped when the company decided to refocus its efforts on
its rapidly growing, high-margin analog semiconductor business.
Finally, Network Appliance was a positive contributor. The company is
a leader in network-attached storage, a new way of storing data that
makes use of networks without the need for servers.

Q. WHICH STOCKS DETRACTED FROM PERFORMANCE?

A. One detractor was Philip Morris. Investors were disappointed when
litigation pressures failed to abate after the company's
multi-billion-dollar settlement at the state level. Humana - one of
the health care stocks I sold - was another disappointment. The stock
faltered when an anticipated merger failed and rising costs continued
to plague the company's Medicare business.

Q. WHAT'S YOUR OUTLOOK, STEVE?

A. One important trend appears to be a strengthening of key economies
abroad relative to the U.S. economy. In that situation, it would be
logical to position the fund in stocks, such as those in the
technology sector, that would benefit from accelerating global growth.
On the other hand, we face uncertainty for the market as a whole as a
result of millennium-related concerns. In addition, many of the best
technology stocks stand at high price-to-earnings multiples after a
strong run during the fourth quarter of 1999. I look for increased
volatility in the markets over the short term, but I would view any
declines as an opportunity to add to the fund's holdings of
high-quality stocks - in a variety of sectors - at favorable prices.

STEVE WYMER ON GENOMICS
AND NEW DRUG DISCOVERIES:

"Genomics is concerned with the
study and use of complete sets of
human chromosomes and their
associated genes. A complete
sequence of human genes has not yet
been identified, but such a project
is currently under way. Through the
insights provided by genomic
research, biotechnology and
pharmaceutical companies might
soon be able to develop new drugs
that are targeted to people with
certain genetic makeups. Another
hope is that drugs designed to work
at the genetic level will have more
powerful healing capabilities and
fewer side effects than the drugs
presently available, many of which
treat symptoms without improving
the patient's underlying condition.

"One development that has
researchers feeling optimistic is the
recent introduction of a new
piece of equipment designed to
increase the efficiency of the
gene-sequencing process by a factor
of 50 over what was possible before.
With the aid of this equipment,
experts are hoping that the
gene-sequencing project can be
completed within the next year or
so. Over the long term, the
implications of this achievement
for biotechnology and
pharmaceutical investments
should be profound, and I will
continue to watch these subsectors
carefully as this exciting research is
translated into commercial
applications."

FUND FACTS

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

FUND NUMBER: 025

TRADING SYMBOL: FDGRX

START DATE: January 17,
1983

SIZE: as of November 30,
1999, more than $19.2
billion

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

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF NOVEMBER
30, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Microsoft Corp. 3.0 3.4

Cisco Systems, Inc. 2.8 1.8

National Semiconductor Corp. 2.7 1.5

Network Appliance, Inc. 2.4 1.1

JDS Uniphase Corp. 2.4 1.5

Medimmune, Inc. 1.9 2.5

PE Corp. - Biosystems Group 1.8 2.0

Research in Motion Ltd. 1.7 0.4

General Electric Co. 1.7 2.0

Genentech, Inc. 1.5 0.0

21.9 16.2

TOP FIVE MARKET SECTORS AS OF
NOVEMBER 30, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 41.4 22.2

HEALTH 18.2 22.8

FINANCE 6.2 6.5

INDUSTRIAL MACHINERY & 5.1 3.6
EQUIPMENT

MEDIA & LEISURE 5.0 5.2

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

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

Stocks 97.8% Stocks 97.3%

Short-Term Investments and Short-Term Investments and
Net Other Assets 2.2% Net Other Assets 2.7%

* FOREIGN INVESTMENTS 8.7% ** FOREIGN INVESTMENTS 6.1%

</TABLE>

Row: 1, Col: 1, Value: 97.8
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 2.2
Row: 1, Col: 1, Value: 97.3
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 2.7

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS NOVEMBER 30, 1999
Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 97.8%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 0.3%

Boeing Co. 1,525,000 $ 62,239

BASIC INDUSTRIES - 3.5%

CHEMICALS & PLASTICS - 1.1%

E.I. du Pont de Nemours and 320,973 19,078
Co.

Eastman Chemical Co. 325,000 12,634

Minerals Technologies, Inc. 2,038,800 80,533
(c)

Monsanto Co. 180,500 7,615

Sealed Air Corp. (a) 825,000 38,775

Union Carbide Corp. 1,010,900 59,138

217,773

IRON & STEEL - 0.0%

Steel Dynamics, Inc. (a) 144,200 1,983

METALS & MINING - 0.7%

Alcoa, Inc. 400,000 26,200

Freeport-McMoRan Copper & 3,100,000 49,019
Gold, Inc. Class B

Inco Ltd. 3,050,000 55,846

131,065

PACKAGING & CONTAINERS - 1.6%

Corning, Inc. 2,675,000 250,614

Tupperware Corp. (c) 3,195,700 56,923

307,537

PAPER & FOREST PRODUCTS - 0.1%

Kimberly-Clark Corp. 175,600 11,216

TOTAL BASIC INDUSTRIES 669,574

CONSTRUCTION & REAL ESTATE -
0.3%

ENGINEERING - 0.3%

Fluor Corp. 1,583,520 66,607

DURABLES - 3.4%

AUTOS, TIRES, & ACCESSORIES -
0.5%

AutoZone, Inc. (a) 3,650,000 100,603

CONSUMER DURABLES - 0.1%

Minnesota Mining & 125,000 11,945
Manufacturing Co.

CONSUMER ELECTRONICS - 1.7%

Gemstar International Group 1,245,000 140,374
Ltd. (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

CONSUMER ELECTRONICS -
CONTINUED

General Motors Corp. Class H 175,000 $ 14,984
(a)

Sony Corp. sponsored ADR 875,000 161,164

316,522

TEXTILES & APPAREL - 1.1%

NIKE, Inc. Class B 4,721,000 217,166

TOTAL DURABLES 646,236

ENERGY - 2.4%

ENERGY SERVICES - 1.5%

Baker Hughes, Inc. 2,652,500 66,976

Diamond Offshore Drilling, 1,000,000 30,500
Inc.

Halliburton Co. 1,700,000 65,769

Input/Output, Inc. (a) 387,000 2,080

Schlumberger Ltd. 1,307,700 78,544

Transocean Offshore, Inc. 1,650,000 46,509

290,378

OIL & GAS - 0.9%

Anadarko Petroleum Corp. 1,439,600 43,368

Apache Corp. 275,000 9,848

Conoco, Inc. Class B 675,629 17,693

Devon Energy Corp. 425,000 14,981

EOG Resources, Inc. 1,600,000 29,600

Tosco Corp. 2,050,000 55,478

Vintage Petroleum, Inc. 375,000 4,008

174,976

TOTAL ENERGY 465,354

FINANCE - 6.2%

BANKS - 1.2%

Chase Manhattan Corp. 1,325,000 102,356

State Street Corp. 115,900 8,511

Synovus Finanical Corp. 1,358,500 27,170

U.S. Bancorp 1,375,400 47,021

Wells Fargo & Co. 947,800 44,073

229,131

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE - 1.3%

American Express Co. 1,032,516 $ 156,233

Citigroup, Inc. 1,162,648 62,638

NextCard, Inc. (a) 1,295,000 42,978

261,849

FEDERAL SPONSORED CREDIT - 1.7%

Fannie Mae 3,624,300 241,469

Freddie Mac 1,725,400 85,192

326,661

INSURANCE - 1.7%

Allmerica Financial Corp. 1,423,161 78,541

American International Group, 1,012,500 104,541
Inc.

CIGNA Corp. 1,375,000 113,094

MONY Group, Inc. 1,135,600 33,500

329,676

SECURITIES INDUSTRY - 0.3%

Charles Schwab Corp. 187,250 7,104

E*Trade Group, Inc. (a) 384,000 11,544

Franklin Resources, Inc. 450,000 14,147

Nomura Securities Co. Ltd. 1,179,000 21,033

53,828

TOTAL FINANCE 1,201,145

HEALTH - 18.2%

DRUGS & PHARMACEUTICALS - 16.8%

Abgenix, Inc. (a)(c) 798,100 41,002

Allergan, Inc. 250,000 24,594

Amgen, Inc. (a) 1,350,000 61,509

Biochem Pharma, Inc. (a) 275,000 6,322

Biogen, Inc. (a) 2,894,540 211,482

Bristol-Myers Squibb Co. 2,464,200 180,041

Celgene Corp. (a) 40,300 2,408

Chiron Corp. (a) 5,100,000 167,344

CV Therapeutics, Inc. (a) 535,000 9,262

Forest Laboratories, Inc. (a) 347,200 17,772

GelTex Pharmaceuticals, Inc. 177,500 1,886
(a)

Genentech, Inc. 3,315,200 284,693

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Genzyme Corp. - General 850,000 $ 30,600
Division

Gilead Sciences, Inc. (a)(c) 3,150,000 151,200

Glaxo Wellcome PLC sponsored 1,200,000 71,325
ADR

Human Genome Sciences, Inc. 945,000 105,840
(a)

ICOS Corp. (a) 172,300 5,481

IDEC Pharmaceuticals Corp. 1,170,519 148,363
(a)(c)

Immunex Corp. (a) 945,200 66,991

LeukoSite, Inc. (a) 280,000 11,498

Medimmune, Inc. (a) 2,966,400 356,524

Merck & Co., Inc. 1,044,800 82,017

Millennium Pharmaceuticals, 1,124,300 109,444
Inc. (a)

PE Corp. - Celera Genomics 3,803,175 232,944
Group (a)(c)

Pfizer, Inc. 3,260,000 117,971

Protein Design Labs, Inc. (a) 392,500 15,700

QLT PhotoTherapeutics, Inc. 6,178,900 276,555
(a)(c)

Schering-Plough Corp. 2,228,000 113,907

Sepracor, Inc. (a)(c) 2,778,580 269,870

SmithKline Beecham PLC 341,200 22,690
sponsored ADR

Transkaryotic Therapies, Inc. 730,000 33,534
(a)

XOMA Ltd. (a) 666 2

3,230,771

MEDICAL EQUIPMENT & SUPPLIES
- - 1.1%

Baxter International, Inc. 555,000 37,497

Cardinal Health, Inc. 498,305 26,068

Guidant Corp. 650,000 32,500

Johnson & Johnson 415,350 43,093

KeraVision, Inc. (a) 580,000 5,184

Medtronic, Inc. 1,104,964 42,955

MiniMed, Inc. (a) 325,000 23,847

Sonus Pharmaceuticals, Inc. 237,500 564
(a)

211,708

MEDICAL FACILITIES MANAGEMENT
- - 0.3%

Advance Paradigm, Inc. (a) 385,000 15,304

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL FACILITIES MANAGEMENT
- - CONTINUED

Covance, Inc. (a) 220,000 $ 2,393

United HealthCare Corp. 633,200 32,887

50,584

TOTAL HEALTH 3,493,063

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.1%

ELECTRICAL EQUIPMENT - 4.7%

Adaptive Broadband Corp. (a) 528,000 20,988

Adtran, Inc. (a) 425,000 16,575

ANTEC Corp. (a) 1,060,000 59,360

General Electric Co. 2,450,000 318,500

General Instrument Corp. (a) 391,800 25,663

L. M. Ericsson Telefon AB 1,575,000 75,895
sponsored ADR Class B

Research in Motion Ltd. (a)(c) 6,467,200 333,316

Scientific-Atlanta, Inc. 857,800 50,020

Sensormatic Electronics Corp. 384,400 6,126
(a)

906,443

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.4%

Deere & Co. 450,000 19,322

Tyco International Ltd. 1,374,916 55,083

74,405

TOTAL INDUSTRIAL MACHINERY & 980,848
EQUIPMENT

MEDIA & LEISURE - 5.0%

BROADCASTING - 3.2%

Adelphia Communications Corp. 841,300 47,323
Class A (a)

Cablevision Systems Corp. 505,700 34,672
Class A (a)

CBS Corp. (a) 247,668 12,879

EchoStar Communications Corp. 2,612,000 172,555
Class A (a)

Infinity Broadcasting Corp. 274,000 9,984
Class A

MediaOne Group, Inc. 1,740,500 137,935

NTL, Inc. (a) 381,250 34,765

Time Warner, Inc. 408,478 25,198

TiVo, Inc. (a) 312,500 13,633

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

TV Guide, Inc. (a) 1,435,000 $ 91,078

USA Networks, Inc. (a) 1,038,000 41,520

621,542

ENTERTAINMENT - 0.5%

News Corp. Ltd. sponsored ADR 1,925,000 65,931

Walt Disney Co. 686,500 19,136

85,067

RESTAURANTS - 1.3%

McDonald's Corp. 4,725,000 212,625

P. F. Chang's China Bistro, 324,200 8,242
Inc.

Starbucks Corp. (a) 379,600 10,083

Tricon Global Restaurants, 455,910 18,920
Inc. (a)

249,870

TOTAL MEDIA & LEISURE 956,479

NONDURABLES - 3.4%

BEVERAGES - 1.1%

Pepsi Bottling Group, Inc. 425,000 7,438

PepsiCo, Inc. 1,838,500 63,543

The Coca-Cola Co. 1,695,400 114,122

Whitman Corp. 1,067,900 14,817

199,920

FOODS - 0.8%

Archer-Daniels-Midland Co. 4,993,543 62,107

Kellogg Co. 918,100 31,101

Quaker Oats Co. 281,800 18,387

Sara Lee Corp. 850,000 20,613

Tyson Foods, Inc. 800,000 13,900

146,108

HOUSEHOLD PRODUCTS - 1.2%

Avon Products, Inc. 350,000 12,753

Clorox Co. 131,600 5,864

Colgate-Palmolive Co. 1,100,000 60,363

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

HOUSEHOLD PRODUCTS - CONTINUED

Gillette Co. 1,629,596 $ 65,489

Procter & Gamble Co. 852,800 92,102

236,571

TOBACCO - 0.3%

Philip Morris Companies, Inc. 2,408,400 63,371

TOTAL NONDURABLES 645,970

PRECIOUS METALS - 0.5%

Barrick Gold Corp. 2,221,800 39,928

Homestake Mining Co. 475,000 3,919

Newmont Mining Corp. 1,825,000 43,230

87,077

RETAIL & WHOLESALE - 2.8%

APPAREL STORES - 0.0%

Gap, Inc. 192,825 7,809

DRUG STORES - 0.1%

CVS Corp. 614,890 24,403

GENERAL MERCHANDISE STORES -
1.5%

Costco Wholesale Corp. (a) 130,400 11,956

Wal-Mart Stores, Inc. 4,626,200 266,585

278,541

GROCERY STORES - 0.1%

Safeway, Inc. (a) 640,200 23,607

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.1%

Bed Bath & Beyond, Inc. (a) 159,600 4,988

Chemdex Corp. 125,000 8,109

Circuit City Stores, Inc. - 16,900 820
Circuit City Group

Home Depot, Inc. 844,100 66,737

Lowe's Companies, Inc. 600,200 29,897

Staples, Inc. (a) 1,617,068 38,001

Tandy Corp. 739,800 56,687

205,239

TOTAL RETAIL & WHOLESALE 539,599

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - 0.4%

Caremark Rx, Inc. (a) 4,530,500 $ 20,670

CheckFree Holdings Corp. (a) 775,000 50,908

71,578

TECHNOLOGY - 41.4%

COMMUNICATIONS EQUIPMENT - 6.1%

3Com Corp. (a) 955,000 38,021

Ciena Corp. (a) 5,650,000 248,247

Cisco Systems, Inc. (a) 6,121,100 545,926

InterVoice, Inc. (a) 220,900 3,327

Lucent Technologies, Inc. 1,600,490 116,936

Metricom, Inc. (a) 556,900 32,996

Natural MicroSystems Corp. 1,119,700 41,009
(a)(c)

Nokia AB sponsored ADR 395,000 54,584

Nortel Networks Corp. 1,125,700 82,828

Sycamore Networks, Inc. (a) 55,100 12,232

1,176,106

COMPUTER SERVICES & SOFTWARE
- - 14.7%

Adobe Systems, Inc. 965,000 66,283

Aether Systems, Inc. 336,500 25,574

Akamai Technologies, Inc. 180,600 42,802

Amazon.com, Inc. (a) 450,000 38,278

America Online, Inc. (a) 3,050,000 221,697

Ariba, Inc. 278,600 50,305

At Home Corp. Series A (a) 331,284 16,067

Automatic Data Processing, 375,800 18,555
Inc.

BEA Systems, Inc. (a) 844,193 68,591

BroadVision, Inc. (a) 865,000 80,499

CacheFlow, Inc. 6,600 1,000

Cadence Design Systems, Inc. 700,000 12,425
(a)

Citrix Systems, Inc. (a) 1,435,000 136,146

Clarent Corp. 800,000 65,000

Commerce One, Inc. 445,100 146,549

Convergent Communications, 746,500 8,165
Inc.

Corel Corp. (a) 800,000 14,268

E.piphany, Inc. 110,000 18,638

eBay, Inc. (a) 260,000 42,916

Electronic Arts, Inc. (a) 50,000 5,244

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Healtheon/Web Maryland Corp. 250,000 $ 11,359

i2 Technologies, Inc. (a) 214,800 18,258

IMS Health, Inc. 885,000 20,853

Interleaf, Inc. (a)(c) 1,120,000 41,090

InterVU, Inc. (a) 175,000 10,894

Intuit, Inc. (a) 577,200 28,860

iXL Enterprises, Inc. 1,273,000 45,828

Liberate Technologies 220,000 28,078

Microsoft Corp. (a) 6,325,000 575,863

National Information 450,000 11,869
Consortium, Inc. (a)

NetZero, Inc. (a) 2,238,400 47,566

New Era of Networks, Inc. (a) 1,450,000 69,781

Novell, Inc. (a) 1,260,000 24,649

Oracle Corp. (a) 802,500 54,420

Phoenix Technologies Ltd. (a) 245,000 3,522

Phone.com, Inc. 175,000 25,375

Portal Software, Inc. (a) 300,000 35,119

Proxicom, Inc. 350,000 24,150

Puma Technology, Inc. (a) 595,000 29,750

RealNetworks, Inc. (a) 1,100,000 153,450

SalesLogix Corp. 488,920 14,056

Sapient Corp. (a) 168,000 13,020

Software.com, Inc. 275,000 26,692

Symantec Corp. (a) 210,000 9,804

TIBCO Software, Inc. (a) 581,700 56,425

Usinternetworking, Inc. (a) 285,000 15,622

VERITAS Software Corp. (a) 189,600 17,360

Verity, Inc. (a) 165,000 17,072

Vignette Corp. (a) 870,000 179,981

Visual Networks, Inc. (a) 827,800 48,840

Vitria Technology, Inc. (a) 307,127 30,655

Yahoo!, Inc. (a) 235,135 50,025

2,819,288

COMPUTERS & OFFICE EQUIPMENT
- - 5.7%

Compaq Computer Corp. 275,000 6,720

Comverse Technology, Inc. (a) 308,250 37,260

Concurrent Computer Corp. (a) 785,000 10,205

Dell Computer Corp. (a) 2,470,200 106,219

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - CONTINUED

Digital River, Inc. (a) 105,000 $ 3,203

EMC Corp. (a) 425,000 35,514

FileNET Corp. (a)(c) 1,874,900 37,498

Hewlett-Packard Co. 225,000 21,347

Lexmark International Group, 308,000 25,564
Inc. Class A (a)

Network Appliance, Inc. (a)(c) 3,964,977 466,628

Proxim, Inc. (a) 220,000 12,320

Safeguard Scientifics, Inc. 285,000 31,671
(a)

SanDisk Corp. (a) 1,526,600 100,851

Seagate Technology, Inc. (a) 1,400,000 51,800

Silicon Graphics, Inc. (a) 5,601,600 52,865

Softbank Corp. 123,200 89,001

Xerox Corp. 653,400 17,683

1,106,349

ELECTRONIC INSTRUMENTS - 2.9%

Agilent Technologies, Inc. 2,611,600 110,177

Applied Materials, Inc. (a) 117,600 11,459

Novellus Systems, Inc. (a) 100,000 8,213

PE Corp. - Biosystems Group 4,303,500 351,273

Thermo Electron Corp. (a) 3,225,000 48,375

Varian, Inc. (a) 1,035,000 21,606

551,103

ELECTRONICS - 12.0%

Analog Devices, Inc. (a) 585,000 33,601

Applied Micro Circuits Corp. 520,000 43,225
(a)

Brocade Communications 77,300 22,412
Systems, Inc.

Conexant Systems, Inc. (a) 4,200,000 248,850

Epcos AG 191,400 11,974

Genesis Microchip, Inc. (a)(c) 1,443,600 27,068

Harmonic, Inc. (a)(c) 2,010,000 120,851

Intel Corp. 2,658,400 203,866

JDS Uniphase Corp. (a) 2,011,684 460,173

Linear Technology Corp. 255,400 18,149

LSI Logic Corp. (a) 1,735,000 104,859

Maxim Integrated Products, 165,200 13,268
Inc. (a)

MIPS Technologies, Inc. (a) 174,500 7,700

Motorola, Inc. 665,700 76,056

National Semiconductor Corp. 12,403,100 527,132
(a)(c)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Power Integrations, Inc. (a) 170,000 $ 6,779

QLogic Corp. (a) 774,300 87,593

SDL, Inc. (a) 750,000 122,063

Texas Instruments, Inc. 1,658,000 159,272

Xilinx, Inc. (a) 125,000 11,188

2,306,079

TOTAL TECHNOLOGY 7,958,925

TRANSPORTATION - 0.2%

AIR TRANSPORTATION - 0.2%

Ryanair Holdings PLC 311,200 15,521
sponsored ADR (a)

Southwest Airlines Co. 1,836,775 29,962

45,483

UTILITIES - 4.7%

CELLULAR - 1.5%

American Mobile Satellite 2,430,000 38,121
Corp. (a)(c)

Nextel Communications, Inc. 647,300 64,164
Class A (a)

QUALCOMM, Inc. (a) 170,000 61,593

Sprint Corp. Series 1 (PCS 500,000 45,875
Group)

Vodafone AirTouch PLC 1,702,660 80,344
sponsored ADR

290,097

ELECTRIC UTILITY - 0.3%

AES Corp. (a) 1,020,000 59,096

GAS - 0.5%

Enron Corp. 2,572,474 97,915

TELEPHONE SERVICES - 2.4%

Allegiance Telecom, Inc. (a) 900,000 66,488

Global Crossing Ltd. (a) 1,020,000 44,498

Global TeleSystems Group, 131,200 4,190
Inc. (a)

ITXC Corp. 225,000 9,647

Level 3 Communications, Inc. 1,125,000 76,289
(a)

MCI WorldCom, Inc. (a) 867,690 71,747

Metromedia Fiber Network, 975,200 37,789
Inc. Class A (a)

NEXTLINK Communications, Inc. 524,600 26,230
Class A (a)

Qwest Communications 1,407,880 48,132
International, Inc. (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

RCN Corp. (a) 1,493,800 $ 67,408

Teligent, Inc. Class A (a) 73,400 4,152

456,570

WATER - 0.0%

Azurix Corp. 98,700 703

TOTAL UTILITIES 904,381

TOTAL COMMON STOCKS 18,794,558
(Cost $11,144,329)

CASH EQUIVALENTS - 5.0%

Central Cash Collateral Fund, 435,271,150 435,271
5.69% (b)

Taxable Central Cash Fund, 531,453,073 531,453
5.34% (b)

MATURITY AMOUNT

Investments in repurchase $ 8,160,133 8,159
agreements (U.S. Treasury
obligations), in a joint
trading account at 5%, dated
11/30/99 due 12/1/99

TOTAL CASH EQUIVALENTS 974,883
(Cost $974,883)

TOTAL INVESTMENT PORTFOLIO - 19,769,441
102.8%
(Cost $12,119,212)

NET OTHER ASSETS - (2.8)% (547,263)

NET ASSETS - 100% $ 19,222,178

</TABLE>

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

At November 30, 1999, the aggregate cost of investment securities for
income tax purposes was $12,156,089,000. Net unrealized appreciation
aggregated $7,613,352,000, of which $8,037,857,000 related to
appreciated investment securities and $424,505,000 related to
depreciated investment securities.

The fund hereby designates approximately $955,104,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) NOVEMBER
30, 1999

ASSETS

Investment in securities, at $ 19,769,441
value (including repurchase
agreements of $8,159) (cost
$12,119,212) - See
accompanying schedule

Foreign currency held at 556
value (cost $557)

Receivable for investments 85,791
sold

Receivable for fund shares 87,270
sold

Dividends receivable 5,468

Interest receivable 2,594

Other receivables 6,686

TOTAL ASSETS 19,957,806

LIABILITIES

Payable for investments $ 241,564
purchased

Payable for fund shares 44,249
redeemed

Accrued management fee 10,796

Other payables and accrued 3,748
expenses

Collateral on securities 435,271
loaned, at value

TOTAL LIABILITIES 735,628

NET ASSETS $ 19,222,178

Net Assets consist of:

Paid in capital $ 9,560,124

Accumulated undistributed net 2,011,828
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 7,650,226
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 257,737 $ 19,222,178
shares outstanding

NET ASSET VALUE, offering $74.58
price and redemption price
per share ($19,222,178
(divided by) 257,737 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED NOVEMBER 30, 1999

INVESTMENT INCOME $ 64,091
Dividends (including $216
received from affiliated
issuers)

Interest 18,095

Security lending 1,212

TOTAL INCOME 83,398

EXPENSES

Management fee Basic fee $ 79,217

Performance adjustment (10,086)

Transfer agent fees 28,310

Accounting fees and security 1,009
lending fees

Non-interested trustees' 72
compensation

Custodian fees and expenses 359

Registration fees 871

Audit 85

Legal 127

Reports to shareholders 913

Miscellaneous 42

Total expenses before 100,919
reductions

Expense reductions (2,727) 98,192

NET INVESTMENT INCOME (LOSS) (14,794)

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

Investment securities 2,059,623
(including realized gain
(loss) of $168,340 on
sales of investments in
affiliated issuers)

Foreign currency transactions (359) 2,059,264

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 4,541,693

Assets and liabilities in (5) 4,541,688
foreign currencies

NET GAIN (LOSS) 6,600,952

NET INCREASE (DECREASE) IN $ 6,586,158
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1999 YEAR ENDED NOVEMBER 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ (14,794) $ 24,970
income (loss)

Net realized gain (loss) 2,059,264 906,519

Change in net unrealized 4,541,688 745,644
appreciation (depreciation)

NET INCREASE (DECREASE) IN 6,586,158 1,677,133
NET ASSETS RESULTING FROM
OPERATIONS

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

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

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

Share transactions Net 6,247,189 2,803,239
proceeds from sales of shares

Reinvestment of distributions 797,355 1,081,299

Cost of shares redeemed (4,177,783) (4,415,932)

NET INCREASE (DECREASE) IN 2,866,761 (531,394)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 8,642,971 54,983
IN NET ASSETS

NET ASSETS

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

End of period (including $ 19,222,178 $ 10,579,207
undistributed net investment
income of $0 and $21,710,
respectively)

OTHER INFORMATION
Shares

Sold 101,695 60,568

Issued in reinvestment of 16,228 26,024
distributions

Redeemed (70,843) (95,901)

Net increase (decrease) 47,080 (9,309)

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED NOVEMBER 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net investment income (loss) (.06) B .11 B .24 B .34 .20

Net realized and unrealized 28.25 7.20 5.80 6.72 11.00
gain (loss)

Total from investment 28.19 7.31 6.04 7.06 11.20
operations

Less Distributions

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

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

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

Net asset value, end of period $ 74.58 $ 50.22 $ 47.84 $ 43.54 $ 38.42

TOTAL RETURN A 60.17% 17.55% 14.63% 19.55% 41.22%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 19,222 $ 10,579 $ 10,524 $ 9,607 $ 6,186
(in millions)

Ratio of expenses to average .74% .65% .71% .88% .96%
net assets

Ratio of expenses to average .72% C .63% C .68% C .85% C .95% C
net assets after expense
reductions

Ratio of net investment (.11)% .24% .54% .96% .76%
income (loss) to average net
assets

Portfolio turnover rate 86% 76% 93% 78% 97%

</TABLE>

THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.

NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.

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

NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1999

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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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.

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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, 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.

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

2. OPERATING POLICIES.

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT - CONTINUED

(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.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $13,507,216,000 and $11,462,889,000, 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 .2167% to
.5200% for the period. The annual individual fund fee rate is .30%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .51% 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.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

TRANSFER AGENT FEES - CONTINUED

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 .21% of average net assets.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $409,024,000. The fund received cash collateral of
$435,271,000 which was invested in cash equivalents.

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 $1,959,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, 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 $754,000, respectively, under these arrangements.

7. TRANSACTIONS WITH AFFILIATED COMPANIES.

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

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

AMOUNTS IN THOUSANDS PURCHASE COST SALES COST DIVIDEND INCOME VALUE
AFFILIATE

Abgenix, Inc. $ 2,493 $ - $ - $ 41,002

American Moblie Satellite 530 1,358 - 38,121
Corp.

FileNET Corp. 3,988 - - 37,498

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

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

Exabyte Corp. - 3,046 - -

Geltex Pharmaceuticals Corp. 12,240 12,915 - -

Genesis Microchip, Inc. 10,046 1,162 - 27,068

Gilead Sciences, Inc. 89,343 22,127 - 151,200

Harmonic, Inc. 29,202 - - 120,851

IDEC Pharmaceuticals Corp. 29,510 29,093 - 148,363

Interleaf, Inc. 15,991 - - 41,090

Medimmune, Inc. 17,753 64,695 - -

Minerals Technologies, Inc. 38,202 2,454 216 80,533

National Semiconductor Corp. 123,781 31,209 - 527,132

Natural MicroSystems Corp. 18,879 18,946 - 41,009

Network Appliance, Inc. 48,897 32,277 - 466,628

PE Corp. - Celera Genomics 62,847 - - 232,944
Group

QLT PhotoTherapeutics, Inc. 95,880 17,862 - 276,555

Research in Motion Ltd. 85,642 9,722 - 333,316

Sandisk Corp. 55,358 42,588 - -

Sepracor, Inc. 89,553 - - 269,870

Sonus Pharmaceuticals, Inc. - 15,748 - -

Teligent Inc. Class A 12,133 12,545 - -

Tupperware Corp. 491 4,189 - 56,923

Visual Networks, Inc. 622 2,364 - -

TOTALS $ 853,334 $ 345,675 $ 216 $ 2,890,103

</TABLE>

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, 1999, 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, 1999 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion
expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 7, 2000

DISTRIBUTIONS

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

PAY DATE RECORD DATE DIVIDENDS CAPITAL GAINS
12/20/99 12/17/99 - $5.85
1/10/00 1/7/00 - $.95

A total of 100% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

The fund will notify shareholders in January 2000 of amounts for use
in preparing 1999 income tax returns.

OTHER FUND INFORMATION

CHANGE IN INDEPENDENT AUDITOR. Based on the recommendation of the
Audit Committee of Growth Company, the Board of Trustees has
determined not to retain PricewaterhouseCoopers LLP as the fund's
independent auditor and voted to appoint Deloitte & Touche LLP for the
fiscal year ended November 30, 2000. During the two most recent fiscal
years and through January 20, 2000, PricewaterhouseCoopers LLP's audit
reports contained no adverse opinion or disclaimer of opinion; nor
were their reports qualified as to uncertainty, audit scope, or
accounting principles. Further, there were no disagreements between
the fund and PricewaterhouseCoopers LLP on accounting principles,
financial statement disclosure or audit scope, which if not resolved
to the satisfaction of PricewaterhouseCoopers LLP would have caused
them to make reference to the disagreement in their report.

TO WRITE FIDELITY

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and
send you written confirmation upon completion of your request.

(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Colinas Blvd.
Irving, TX 75039-5587
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Colinas Blvd.
Irving, TX 75039-5587
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
815 East Birch Street
Brea, CA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19200 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
950 Northgate Drive
San Rafael, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
48 West Putnam Avenue
Greenwich, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
29 South Main Street
West Hartford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
1907 West State Road 434
Longwood, FL
8880 Tamiami Trail, North
Naples, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, FL
GEORGIA
3445 Peachtree Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
ILLINOIS
One North Franklin Street
Chicago, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
3232 Lake Avenue
Wilmette, IL
INDIANA
4729 East 82nd Street
Indianapolis, IN
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
155 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
29155 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
150 Essex Street
Millburn, NJ
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
NEW YORK
1055 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
16850 SW 72 Avenue
Tigard, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
6150 Poplar Road
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
4017 Northwest Parkway
Dallas, TX
1155 Dairy Ashford Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
19740 IH 45 North
Spring, TX
UTAH
215 South State Street
Salt Lake City, UT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
511 Pine Street
Seattle, WA
WASHINGTON, DC
1900 K Street, N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

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

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

ADVISORY BOARD
J. Gary Burkhead
Ned C. Lautenbach

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

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

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions
and Account Assistance 1-800-544-6666
Product Information 1-800-544-6666
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com
Fidelity Automated Service
Telephone (FAST SM) 1-800-544-5555

AUTOMATED LINE FOR QUICKEST SERVICE

FIDELITY(REGISTERED TRADEMARK)
NEW MILLENNIUM
FUND(REGISTERED TRADEMARK)

ANNUAL REPORT

NOVEMBER 30, 1999

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

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.

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.

FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-6666 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

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

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

PERIODS ENDED NOVEMBER 30, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY NEW MILLENNIUM 81.31% 386.08% 512.85%

FIDELITY NEW MILLENNIUM 75.87% 371.50% 494.46%
(INCL. 3.00% SALES CHARGE)

S&P 500 (registered trademark) 20.90% 236.51% 267.00%

Capital Appreciation Funds 36.51% 172.31% n/a
Average

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
Inc. The past one year average represents a peer group of 275 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges. Lipper has
created new comparison categories that group funds according to
portfolio characteristics and capitalization, as well as by
capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED NOVEMBER 30, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY NEW MILLENNIUM 81.31% 37.20% 29.92%

FIDELITY NEW MILLENNIUM 75.87% 36.36% 29.35%
(INCL. 3.00% SALES CHARGE)

S&P 500 20.90% 27.47% 20.65%

Capital Appreciation Funds 36.51% 20.11% n/a
Average

$10,000 OVER LIFE OF FUND
New Millennium S&P 500
00300 SP001
1992/12/28 9700.00 10000.00
1992/12/31 9777.60 9923.75
1993/01/31 10291.70 10007.11
1993/02/28 10029.80 10143.21
1993/03/31 10437.20 10357.23
1993/04/30 10340.20 10106.58
1993/05/31 10951.30 10377.44
1993/06/30 11038.60 10407.53
1993/07/31 11242.30 10365.90
1993/08/31 11620.60 10758.77
1993/09/30 11892.20 10675.93
1993/10/31 12105.60 10896.92
1993/11/30 11610.90 10793.40
1993/12/31 12189.94 10924.00
1994/01/31 12418.52 11295.42
1994/02/28 12448.35 10989.31
1994/03/31 11682.76 10510.18
1994/04/30 11613.16 10644.71
1994/05/31 11533.62 10819.28
1994/06/30 11285.05 10554.21
1994/07/31 11523.67 10900.39
1994/08/31 12160.01 11347.30
1994/09/30 12368.81 11069.29
1994/10/31 12756.58 11318.35
1994/11/30 12229.61 10906.14
1994/12/31 12290.89 11067.88
1995/01/31 12026.25 11354.87
1995/02/28 12546.03 11797.37
1995/03/31 13014.85 12145.51
1995/04/30 13830.19 12503.19
1995/05/31 13983.06 13002.94
1995/06/30 15195.88 13305.00
1995/07/31 16500.42 13746.20
1995/08/31 16694.06 13780.70
1995/09/30 17325.95 14362.24
1995/10/31 17162.88 14310.97
1995/11/30 18457.23 14939.22
1995/12/31 18699.43 15226.95
1996/01/31 18382.01 15745.28
1996/02/29 19679.17 15891.24
1996/03/31 20056.13 16044.27
1996/04/30 21231.33 16280.76
1996/05/31 21830.02 16700.64
1996/06/30 21098.29 16764.27
1996/07/31 19346.57 16023.63
1996/08/31 20344.39 16361.56
1996/09/30 21763.50 17282.39
1996/10/31 21852.20 17759.04
1996/11/30 23049.58 19101.45
1996/12/31 23027.71 18723.05
1997/01/31 24805.04 19892.86
1997/02/28 22902.22 20048.82
1997/03/31 22400.88 19225.02
1997/04/30 23232.65 20372.75
1997/05/31 25534.27 21613.04
1997/06/30 26354.64 22581.31
1997/07/31 29909.62 24378.10
1997/08/31 29943.80 23012.44
1997/09/30 31470.61 24272.83
1997/10/31 28736.02 23462.12
1997/11/30 27892.85 24548.18
1997/12/31 28700.30 24969.67
1998/01/31 28233.53 25245.84
1998/02/28 30698.77 27066.57
1998/03/31 32606.09 28452.65
1998/04/30 33021.29 28738.88
1998/05/31 30984.22 28244.86
1998/06/30 32411.47 29392.17
1998/07/31 31814.62 29079.14
1998/08/31 24885.99 24874.88
1998/09/30 27662.63 26468.36
1998/10/31 30348.45 28621.30
1998/11/30 32787.74 30356.04
1998/12/31 36649.17 32105.15
1999/01/31 44385.45 33447.79
1999/02/28 40623.74 32408.23
1999/03/31 45644.02 33704.88
1999/04/30 50916.02 35010.27
1999/05/31 48217.09 34183.68
1999/06/30 51237.65 36080.88
1999/07/31 50188.84 34954.43
1999/08/31 49965.10 34781.41
1999/09/30 49797.29 33828.05
1999/10/31 52887.77 35968.69
1999/11/30 59446.30 36699.93
IMATRL PRASUN SHR__CHT 19991130 19991214 091518 R00000000000087

$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, 1999, the value of the investment would
have grown to $59,446 - a 494.46% 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 $36,700 - a 267.00% increase.

UNDERSTANDING
PERFORMANCE

* THE LIPPER MID-CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MID-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF NOVEMBER 30, 1999 THE ONE
YEAR AND FIVE YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR THE
LIPPER MID-CAP GROWTH FUNDS AVERAGE ARE 63.32%, 185.97% AND 63.32%,
22.74%, RESPECTIVELY; AND THE ONE YEAR AND FIVE YEAR CUMULATIVE AND
AVERAGE ANNUAL TOTAL RETURNS FOR THE LIPPER MID-CAP SUPERGROUP AVERAGE
ARE 36.93%, 145.41% AND 36.93%, 18.89%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(PHOTOGRAPH OF NEAL MILLER)

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

Q. HOW DID THE FUND PERFORM, NEAL?

A. It was a great year. For the 12 months that ended November 30,
1999, the fund returned 81.31%. That easily topped the Standard &
Poor's 500 Index, which returned 20.90% during the same period. The
capital appreciation funds average, as tracked by Lipper Inc.,
returned 36.51%.

Q. WHAT FACTORS CONTRIBUTED TO THE FUND'S STRONG SHOWING?

A. Two things: The market environment favored growth stocks during the
period, and the fund rode the coattails of the information age. As we
entered the period, prior troubles in Asian markets were fading, and
global liquidity - not to mention investor confidence - was on the
upswing. At the same time, stock prices in some areas, particularly
among smaller, faster-growing technology names, had declined and I
found some good opportunities there. Several of the fund's investments
in the Internet and wireless communications areas contributed
significant gains for the fund.

Q. WHAT WAS YOUR STRATEGY WITHIN THE TECHNOLOGY GROUP?

A. Internet-related stocks continued to account for a big chunk of the
fund's technology positions. The fund's largest single position at the
end of the period was CMGI, the Massachusetts-based venture capital
firm. CMGI has been the launching pad for a number of well-known
Internet firms, including Lycos, and its stock continued to perform
superbly. The fund's stakes in Veritas Software and Brocade
Communications, meanwhile, reflected my attraction to the data storage
area. More people are sharing information across the globe, and the
demand for storage capacity has never been higher. Other Internet
stocks that performed well included Akamai Technologies - which
provides tools for faster and more reliable Web access - and
RealNetworks, the leading provider of audio and video streams for the
Web.

Q. YOUR DECISION TO LIMIT THE FUND'S EXPOSURE TO HEALTH AND FINANCE
STOCKS APPEARS TO HAVE BEEN A WISE ONE . . .

A. The lack of exposure certainly helped. My investing philosophy is
to look for companies that I feel can benefit from social and economic
trends. The social and legislative climate was unfavorable to health
stocks during the period, what with changes in Medicare
reimbursements, class action suits against HMOs and the general furor
over the rising cost of prescription drugs. I also tend to stay away
from financial stocks because the major variables that drive the
business are very difficult to predict - finance stocks are heavily
dependent on the direction of interest rates.

Q. DID ANY OTHER AREAS PROVIDE SOLID RETURNS FOR THE FUND?

A. Energy services stocks provided a performance boost during the
first half of the period. In late 1998 and early 1999, these stocks
were at considerable lows, mostly due to the plummeting price of oil.
Supply was up, demand was down, and the fund's positions in oil
exploration companies such as Smith International and Global Marine
were lagging. Our internal research, though, suggested that oil prices
would recover. When the price did indeed bounce back, these holdings
benefited nicely.

Q. WHICH INDIVIDUAL STOCKS DIDN'T PERFORM WELL?

A. A couple of the fund's positions in road construction-related
companies underperformed. Six months ago, the legislative outlook for
roadwork spending looked good, and the fund's stakes in Martin
Marietta and Southdown reflected my optimism. Unfortunately, more
engineering and planning issues cropped up and the anticipated
building activity was delayed. As a result, both of these holdings
proved disappointing. Transportation company Union Pacific was another
disappointment, as the company's trucking arm endured a costly labor
dispute. Union Pacific's earnings profile, however, remained
favorable.

Q. WHAT'S YOUR OUTLOOK?

A. One area that should continue to be lively is this whole effort to
move information along computer lines at faster speeds. The investment
in infrastructure in this area should present a number of good
opportunities. Also, as Y2K comes and goes, companies may re-allocate
the money used for Y2K budgets into improving their data storage
capabilities. That area also may continue to be fertile investing
ground.

NEAL MILLER DELVES INTO A
COUPLE OF INVESTING THEMES:

DIGITAL COMMUNICATIONS: "I've
been attracted to the
analog-to-digital communications
move for some time, and the trend
just keeps getting better and
better. The demand for faster
wireless communications is
phenomenal. We all want to talk
with each other faster and send
information to each other more
quickly. Now, wireless handsets
are offering everything from easy
access to the Internet to local map
routes to real-time business news
from Bloomberg. Since about 40%
of the U.S. communications
infrastructure is digital-oriented,
there's still room to grow. As an
example, the fund's investment in
electronics retailer Best Buy -
which specializes in digital
products - performed well."

JAPAN: "I was intrigued by the
progress made in Japan. Japanese
investors are just beginning to
understand the power of equities.
If you took the typical Japanese
household, perhaps 60% of their
savings are tied up in low-yielding,
cash-like instruments. As some of
those instruments come due,
people may very well shift their
savings into stocks. With this in
mind, I bought stakes in several
Japanese brokerage houses -
including Nomura Securities and
Daiwa Securities - and each
performed well."

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,
1999, more than $2.8
billion

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

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF NOVEMBER
30, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

CMGI, Inc. 8.2 11.2

Micron Technology, Inc. 3.7 2.3

QLogic Corp. 3.1 0.1

Best Buy Co., Inc. 2.8 2.6

Union Pacific Corp. 2.6 3.7

Immunex Corp. 2.6 2.9

Global Marine, Inc. 2.5 1.8

Lycos, Inc. 2.3 2.1

VERITAS Software Corp. 2.3 0.0

Emulex Corp. 2.1 0.3

32.2 27.0

TOP FIVE MARKET SECTORS AS OF
NOVEMBER 30, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 47.0 25.8

ENERGY 11.0 8.9

UTILITIES 7.1 5.5

MEDIA & LEISURE 6.4 10.4

FINANCE 5.5 5.1

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

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

Stocks 97.6% Stocks 92.9%

Short-Term Investments and Short-Term Investments and
Net Other Assets 2.4% Net Other Assets 7.1%

* FOREIGN INVESTMENTS 10.3% ** FOREIGN INVESTMENTS 4.6%

</TABLE>

Row: 1, Col: 1, Value: 97.59999999999999
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 2.4
Row: 1, Col: 1, Value: 92.90000000000001
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 7.1

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS NOVEMBER 30, 1999
Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 97.6%

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - 1.5%

CHEMICALS & PLASTICS - 0.0%

Intertape Polymer Group, Inc. 40,800 $ 984

METALS & MINING - 1.3%

CommScope, Inc. (a) 26,500 1,116

Inco Ltd. 531,000 9,723

Martin Marietta Materials, 688,800 26,131
Inc.

36,970

PAPER & FOREST PRODUCTS - 0.2%

The St. Joe Co. 186,800 4,180

TOTAL BASIC INDUSTRIES 42,134

CONSTRUCTION & REAL ESTATE -
2.2%

BUILDING MATERIALS - 1.9%

Florida Rock Industries, Inc. 408,500 12,766

Southdown, Inc. 946,340 43,709

56,475

CONSTRUCTION - 0.1%

Butler Manufacturing Co. 137,550 2,949

ENGINEERING - 0.2%

Fluor Corp. 93,800 3,945

Foster Wheeler Corp. 75,200 766

MYR Group, Inc. 39,300 732

5,443

TOTAL CONSTRUCTION & REAL 64,867
ESTATE

DURABLES - 0.1%

AUTOS, TIRES, & ACCESSORIES -
0.0%

Oshkosh Truck Co. 11,250 311

HOME FURNISHINGS - 0.1%

Bassett Furniture Industries, 57,400 915
Inc.

La-Z-Boy, Inc. 7,700 139

1,054

TEXTILES & APPAREL - 0.0%

Polymer Group, Inc. 53,600 1,008

TOTAL DURABLES 2,373

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - 11.0%

ENERGY SERVICES - 10.7%

Atwood Oceanics, Inc. (a) 376,400 $ 12,656

Baker Hughes, Inc. 146,300 3,694

BJ Services Co. (a) 32,000 1,116

Cal Dive International, Inc. 133,100 4,842
(a)

Diamond Offshore Drilling, 204,700 6,243
Inc.

ENSCO International, Inc. 1,496,000 30,014

Global Marine, Inc. (a) 4,805,500 73,584

Grey Wolf, Inc. (a) 418,400 1,151

Helmerich & Payne, Inc. 443,300 10,030

Marine Drilling Companies, 1,525,600 25,745
Inc. (a)

Nabors Industries, Inc. (a) 89,900 2,388

Noble Drilling Corp. (a) 806,400 22,478

R&B Falcon Corp. (a) 2,397,400 29,668

Santa Fe International Corp. 576,700 13,156

Schlumberger Ltd. 617,000 37,059

Smith International, Inc. (a) 783,400 31,238

Varco International, Inc. (a) 515,000 5,504

310,566

OIL & GAS - 0.3%

Compagnie Generale de 149,300 1,530
Geophysique SA sponsored ADR
(a)

Cooper Cameron Corp. (a) 17,100 733

National-Oilwell, Inc. (a) 132,100 1,882

Sunoco, Inc. 111,400 2,848

6,993

TOTAL ENERGY 317,559

FINANCE - 5.5%

BANKS - 0.0%

CCBT Financial Companies, 13,000 198
Inc.

National Bancorp of Alaska, 10,700 277
Inc.

475

CREDIT & OTHER FINANCE - 0.8%

Concord EFS, Inc. (a) 114,550 3,036

Federal Agricultural Mortgage 239,100 4,633
Corp. Class C (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE -
CONTINUED

Investors Financial Services 17,500 $ 801
Corp.

JAFCO Co. Ltd. 82,000 15,191

23,661

INSURANCE - 0.1%

Arthur J. Gallagher & Co. 2,400 131

Blanch E.W. Holdings, Inc. 57,700 3,347

Brown & Brown, Inc. 14,600 569

4,047

SECURITIES INDUSTRY - 4.6%

A.F.P. Provida SA ADR 14,500 298

Alleghany Corp. 900 173

Daiwa Securities Co. Ltd. 3,606,000 51,534

E*Trade Group, Inc. (a) 140,100 4,212

Kokusai Securities Co. Ltd. 657,000 10,465

Macrovision Corp. (a) 20,100 1,284

Nikko Securities Co. Ltd. 2,513,000 31,283

Nomura Securities Co. Ltd. 1,850,000 33,003

132,252

TOTAL FINANCE 160,435

HEALTH - 4.9%

DRUGS & PHARMACEUTICALS - 4.2%

Abgenix, Inc. (a) 6,800 349

Allergan, Inc. 74,500 7,329

Amgen, Inc. (a) 111,000 5,057

Biogen, Inc. (a) 253,500 18,521

Cephalon, Inc. (a) 37,000 823

COR Therapeutics, Inc. (a) 37,200 735

Genentech, Inc. 34,200 2,937

Genzyme Corp. - General 17,700 637
Division

Hauser, Inc. (a) 12,275 29

IDEC Pharmaceuticals Corp. (a) 20,800 2,636

Immunex Corp. (a) 1,050,100 74,426

Invitrogen Corp. 8,700 262

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Medimmune, Inc. (a) 55,950 $ 6,724

Warner-Lambert Co. 24,600 2,206

122,671

MEDICAL EQUIPMENT & SUPPLIES
- - 0.2%

Biomet, Inc. 92,700 2,937

Patterson Dental Co. (a) 31,700 1,454

4,391

MEDICAL FACILITIES MANAGEMENT
- - 0.5%

Express Scripts, Inc. Class A 162,200 8,232
(a)

Fresenius Medical Care AG 95,200 2,672
sponsored ADR

Hooper Holmes, Inc. 66,100 1,562

Quest Diagnostics, Inc. (a) 29,800 907

Syncor International Corp. (a) 9,000 253

13,626

TOTAL HEALTH 140,688

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.3%

ELECTRICAL EQUIPMENT - 0.4%

ANTEC Corp. (a) 70,400 3,942

C-COR.net Corp. (a) 111,500 5,693

Cymer, Inc. (a) 43,700 1,748

11,383

INDUSTRIAL MACHINERY &
EQUIPMENT - 2.9%

ASM Lithography Holding NV (a) 229,700 21,506

Astec Industries, Inc. (a) 139,500 3,470

BOLDER Technologies Corp. (a) 26,300 289

Manitowoc Co., Inc. 461,550 14,077

The Stanley Works 1,385,700 43,130

82,472

POLLUTION CONTROL - 0.0%

The IT Group, Inc. (a) 86,100 899

TOTAL INDUSTRIAL MACHINERY & 94,754
EQUIPMENT

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - 6.4%

BROADCASTING - 5.0%

AT&T Corp. - Liberty Media 744,952 $ 31,148
Group Class A (a)

BHC Communications, Inc. 146,800 23,194
Class A

Cablevision Systems Corp. 405,100 27,775
Class A (a)

Chris-Craft Industries, Inc. 191,066 13,255

Cox Communications, Inc. 648,146 30,463
Class A (a)

Cox Radio, Inc. Class A (a) 2,200 167

EchoStar Communications Corp. 14,100 931
Class A (a)

i-CABLE Communications Ltd. 917,500 1,412

Infinity Broadcasting Corp. 32,100 1,170
Class A

Liberty Digital, Inc. (a) 120,200 5,927

NTL, Inc. (a) 39,150 3,570

PT Multimedia Sgps SA (a) 8,100 320

Radio Unica Communications 1,000 28
Corp. (a)

Sinclair Broadcast Group, 80,600 927
Inc. Class A (a)

TV Guide, Inc. (a) 58,700 3,726

Westwood One, Inc. (a) 19,500 1,116

145,129

ENTERTAINMENT - 1.1%

International Speedway Corp.:

Class A 207,938 13,724

Class B 140,500 9,133

Speedway Motorsports, Inc. (a) 291,500 8,326

31,183

LODGING & GAMING - 0.0%

Championship Auto Racing 42,400 1,012
Teams, Inc. (a)

PUBLISHING - 0.2%

Martha Stewart Living 42,100 1,305
Omnimedia, Inc. Class A (a)

Reader's Digest Association, 140,100 4,063
Inc. Class A (non-vtg.)

5,368

RESTAURANTS - 0.1%

CEC Entertainment, Inc. (a) 41,100 1,233

Cheesecake Factory, Inc. (a) 62,200 1,928

3,161

TOTAL MEDIA & LEISURE 185,853

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - 0.2%

BEVERAGES - 0.1%

Brown-Forman Corp. Class B 69,800 $ 4,376

FOODS - 0.1%

Tootsie Roll Industries, Inc. 55,108 1,760

TOBACCO - 0.0%

DIMON, Inc. 52,600 178

Souza Cruz Industria Comerico 50,000 358

536

TOTAL NONDURABLES 6,672

RETAIL & WHOLESALE - 3.3%

DRUG STORES - 0.0%

Drug Emporium, Inc. (a) 210,400 848

RETAIL & WHOLESALE,
MISCELLANEOUS - 3.3%

Best Buy Co., Inc. (a) 1,298,900 81,181

Chemdex Corp. 174,800 11,340

E-Stamp Corp. 35,200 1,276

PETCO Animal Supplies, Inc. 69,300 970
(a)

Tiffany & Co., Inc. 11,600 899

95,666

TOTAL RETAIL & WHOLESALE 96,514

SERVICES - 2.3%

ADVERTISING - 0.6%

Interpublic Group of 151,200 7,106
Companies, Inc.

Omnicom Group, Inc. 40,200 3,543

PubliGroupe SA 1,743 1,625

Saatchi & Saatchi PLC 37,000 893
sponsored ADR

Young & Rubicam, Inc. 72,900 3,804

16,971

EDUCATIONAL SERVICES - 0.0%

ITT Educational Services, 27,500 485
Inc. (a)

PRINTING - 0.2%

Cyrk, Inc. (a) 31,700 234

Deluxe Corp. 182,900 4,790

5,024

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - CONTINUED

SERVICES - 1.5%

ASE Test Ltd. (a) 198,000 $ 4,406

CheckFree Holdings Corp. (a) 552,500 36,292

Convergys Corp. (a) 10,500 287

eGlobe, Inc. (a) 251 1

Precision Response Corp. (a) 7,900 172

StarTek, Inc. (a) 190,500 4,370

45,528

TOTAL SERVICES 68,008

TECHNOLOGY - 47.0%

COMMUNICATIONS EQUIPMENT - 2.2%

Andrew Corp. (a) 2,119,300 29,538

Aspect Telecommunications 44,000 1,452
Corp. (a)

AudioCodes Ltd. 32,000 1,916

Cabletron Systems, Inc. (a) 35,100 805

Ditech Communications Corp. 29,400 3,043

KPNQwest NV (C Shares) (a) 32,900 1,233

Nokia AB sponsored ADR 121,800 16,831

Pacific Century CyberWorks 6,154,000 5,269
Ltd. (a)

Sycamore Networks, Inc. (a) 800 178

Tellabs, Inc. (a) 35,100 2,277

62,542

COMPUTER SERVICES & SOFTWARE
- - 23.3%

Akamai Technologies, Inc. 31,500 7,466

Amdocs Ltd. (a) 17,200 605

Aspect Development, Inc. (a) 34,900 1,666

BEA Systems, Inc. (a) 28,100 2,283

Bluestone Software, Inc. 151,100 9,519

Broadbase Software, Inc. (a) 5,300 460

BroadVision, Inc. (a) 144,800 13,475

Cadence Design Systems, Inc. 192,900 3,424
(a)

CMGI, Inc. (a) 1,613,300 237,350

Computer Associates 41,500 2,698
International, Inc.

Critical Path, Inc. 17,700 986

CSK Corp. 11,500 1,601

eBay, Inc. (a) 32,800 5,414

Exchange Applications, Inc. 49,600 3,013

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Exodus Communications, Inc. 114,000 $ 12,291
(a)

F5 Networks, Inc. 83,500 9,446

Foundry Networks, Inc. 6,900 1,622

Genesys Telecommunications 19,400 995
Laboratories, Inc. (a)

Hyperion Solutions Corp. (a) 17,600 482

i2 Technologies, Inc. (a) 15,100 1,284

Inktomi Corp. (a) 42,200 5,446

InsWeb Corp. 26,300 773

Internet.com Corp. 3,500 130

InterVU, Inc. (a) 17,700 1,102

Intuit, Inc. (a) 117,100 5,855

iXL Enterprises, Inc. 5,100 184

Korea Thrunet Co. Ltd. Class A 6,600 367

Latitude Communications, Inc. 10,500 257

Legato Systems, Inc. (a) 76,400 5,159

Lycos, Inc. (a) 1,170,400 65,542

Mercury Interactive Corp. (a) 38,500 3,200

Micromuse, Inc. (a) 90,200 10,317

Microsoft Corp. (a) 203,610 18,538

Midway Games, Inc. (a) 15,900 344

Mission Critical Software, 10,500 575
Inc.

National Computer Systems, 145,100 5,568
Inc.

NaviSite, Inc. (a) 500 27

New Era of Networks, Inc. (a) 36,800 1,771

Oracle Corp. (a) 35,200 2,387

Peregrine Systems, Inc. (a) 10,400 728

Phone.com, Inc. 124,540 18,058

Polycom, Inc. (a) 120,400 7,706

Proxicom, Inc. 46,000 3,174

Razorfish, Inc. 21,200 1,552

RealNetworks, Inc. (a) 262,200 36,577

Red Hat, Inc. (a) 10,200 2,142

Redback Networks, Inc. 94,200 13,182

SalesLogix Corp. 38,100 1,095

Silknet Software, Inc. 6,400 565

Software.com, Inc. 83,100 8,066

Sykes Enterprises, Inc. (a) 50,200 2,005

Terra Networks SA (a) 16,500 570

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Transaction Systems 30,300 $ 1,059
Architects, Inc. Class A (a)

Verio, Inc. (a) 112,700 4,050

VeriSign, Inc. (a) 47,300 8,789

VERITAS Software Corp. (a) 714,300 65,403

Verity, Inc. (a) 15,700 1,624

Vignette Corp. (a) 118,200 24,453

Yahoo!, Inc. (a) 144,100 30,657

675,077

COMPUTERS & OFFICE EQUIPMENT
- - 9.1%

Advanced Digital Information 35,700 1,604
Corp. (a)

Alteon Websystems, Inc. 31,800 3,069

Ancor Communications, Inc. (a) 764,900 46,372

Apple Computer, Inc. (a) 52,700 5,158

Comverse Technology, Inc. (a) 87,800 10,613

Dell Computer Corp. (a) 318,600 13,700

EMC Corp. (a) 187,300 15,651

Emulex Corp. (a) 383,600 62,335

Gadzoox Networks, Inc. 17,900 1,414

Juniper Networks, Inc. 35,000 9,699

MTI Technology Corp. (a) 423,400 11,855

Network Appliance, Inc. (a) 114,800 13,511

RadiSys Corp. (a) 18,450 828

RSA Security, Inc. (a) 216,800 8,076

Seagate Technology, Inc. (a) 544,400 20,143

Softbank Corp. 41,500 29,980

Sun Microsystems, Inc. (a) 84,300 11,149

265,157

ELECTRONIC INSTRUMENTS - 0.2%

Helix Technology, Inc. 28,100 1,138

Optical Coating Laboratories, 20,300 3,994
Inc.

5,132

ELECTRONICS - 12.2%

Anaren Microwave, Inc. (a) 14,100 613

Applied Micro Circuits Corp. 345,500 28,720
(a)

AVX Corp. 169,900 6,955

Broadcom Corp. Class A (a) 59,600 10,672

Brocade Communications 122,900 35,633
Systems, Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

CTS Corp. 61,400 $ 4,924

E Tek Dynamics, Inc. 90,400 6,780

Flextronics International 3,700 307
Ltd. (a)

International Rectifier Corp. 69,800 1,413
(a)

JDS Uniphase Corp. (a) 52,600 12,032

JNI Corp. 53,200 4,170

Kent Electronics Corp. (a) 102,800 2,358

Kyocera Corp. 11,400 1,376

Linear Technology Corp. 79,800 5,671

LSI Logic Corp. (a) 171,100 10,341

Micron Technology, Inc. (a) 1,574,200 105,668

National Semiconductor Corp. 130,500 5,546
(a)

NVIDIA Corp. 17,600 609

Plexus Corp. (a) 6,100 240

PMC-Sierra, Inc. (a) 102,600 10,574

QLogic Corp. (a) 786,200 88,939

RF Micro Devices, Inc. (a) 39,000 2,650

Silicon Storage Technology, 20,900 554
Inc. (a)

Storage Technology Corp. (a) 130,700 2,581

Taiwan Semiconductor 95,400 3,417
Manufacturing Co. Ltd.
sponsored ADR (a)

352,743

TOTAL TECHNOLOGY 1,360,651

TRANSPORTATION - 2.8%

RAILROADS - 2.7%

Florida East Coast Industries 54,800 2,233

Union Pacific Corp. 1,582,700 74,486

76,719

SHIPPING - 0.1%

Alexander & Baldwin, Inc. 150,900 3,433

TOTAL TRANSPORTATION 80,152

UTILITIES - 7.1%

CELLULAR - 3.5%

ALLTEL Corp. 44,100 3,815

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

CELLULAR - CONTINUED

Cable & Wireless Optus Ltd. 432,400 $ 1,127
(a)

China Telecom (Hong Kong) 58,200 6,118
Ltd. sponsored ADR (a)

Nextel Communications, Inc. 44,500 4,411
Class A (a)

QUALCOMM, Inc. (a) 134,600 48,767

Rural Cellular Corp. Class A 38,100 3,053
(a)

Sprint Corp. Series 1 - PCS 48,900 4,487
Group

Telephone & Data Systems, 87,700 11,681
Inc.

Triton PCS Holdings, Inc. 28,000 1,309
Class A (a)

United States Cellular Corp. 55,800 6,633
(a)

Vodafone AirTouch PLC 68,000 3,209
sponsored ADR

VoiceStream Wireless Corp. (a) 78,900 7,279

101,889

ELECTRIC UTILITY - 1.5%

Black Hills Corp. 157,650 3,449

Calpine Corp. (a) 332,000 19,588

Illinova Corp. 644,000 20,689

Korea Electric Power Corp. 17,600 352
sponsored ADR

44,078

GAS - 0.1%

Dynegy, Inc. 147,600 3,321

TELEPHONE SERVICES - 2.0%

Allegiance Telecom, Inc. (a) 166,500 12,300

Covad Communications Group, 135,000 7,012
Inc.

DDI Corp. 162 2,239

Illuminet Holdings, Inc. 400 21

Level 3 Communications, Inc. 10,000 678
(a)

Metromedia Fiber Network, 720,600 27,923
Inc. Class A (a)

Rhythms NetConnections, Inc. 153,700 5,418
(a)

Thus Telecom PLC (a) 176,000 1,102

56,693

TOTAL UTILITIES 205,981

TOTAL COMMON STOCKS 2,826,641
(Cost $1,782,187)

CASH EQUIVALENTS - 11.4%

SHARES VALUE (NOTE 1) (000S)

Central Cash Collateral Fund, 274,668,054 $ 274,668
5.69% (b)

Taxable Central Cash Fund, 55,871,095 55,871
5.34% (b)

TOTAL CASH EQUIVALENTS 330,539
(Cost $330,539)

TOTAL INVESTMENT PORTFOLIO - 3,157,180
109.0%
(Cost $2,112,726)

NET OTHER ASSETS - (9.0)% (260,880)

NET ASSETS - 100% $ 2,896,300

</TABLE>

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

Distribution of investments by country of issue, as a percentage of
net assets, is as follows:

United States of America 89.7%

Japan 6.1

Netherlands Antilles 1.3

Others (individually less 2.9
than 1%)

100.0%

INCOME TAX INFORMATION

At November 30, 1999, the aggregate cost of investment securities for
income tax purposes was $2,118,927,000. Net unrealized appreciation
aggregated $1,038,253,000, of which $1,096,196,000 related to
appreciated investment securities and $57,943,000 related to
depreciated investment securities.

The fund hereby designates approximately $166,162,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNTS) NOVEMBER
30, 1999

ASSETS

Investment in securities, at $ 3,157,180
value (cost $2,112,726) -
See accompanying schedule

Receivable for investments 25,361
sold

Receivable for fund shares 5,153
sold

Dividends receivable 819

Interest receivable 322

Other receivables 430

TOTAL ASSETS 3,189,265

LIABILITIES

Payable to custodian bank $ 6

Payable for investments 13,780
purchased

Payable for fund shares 2,312
redeemed

Accrued management fee 1,731

Other payables and accrued 468
expenses

Collateral on securities 274,668
loaned, at value

TOTAL LIABILITIES 292,965

NET ASSETS $ 2,896,300

Net Assets consist of:

Paid in capital $ 1,290,634

Accumulated net investment (8,193)
(loss)

Accumulated undistributed net 569,425
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 1,044,434
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 68,133 shares $ 2,896,300
outstanding

NET ASSET VALUE and $42.51
redemption price per share
($2,896,300 (divided by)
68,133 shares)

Maximum offering price per $43.82
share (100/97.00 of $42.51)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED NOVEMBER 30, 1999

INVESTMENT INCOME $ 7,604
Dividends

Interest 4,410

Security lending 604

TOTAL INCOME 12,618

EXPENSES

Management fee Basic fee $ 14,100

Performance adjustment 2,452

Transfer agent fees 3,596

Accounting and security 708
lending fees

Non-interested trustees' 8
compensation

Custodian fees and expenses 86

Registration fees 140

Audit 39

Legal 18

Reports to shareholders 110

Miscellaneous 6

Total expenses before 21,263
reductions

Expense reductions (555) 20,708

NET INVESTMENT INCOME (LOSS) (8,090)

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

Investment securities 578,004

Foreign currency transactions (44) 577,960

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 675,653

Assets and liabilities in (20) 675,633
foreign currencies

NET GAIN (LOSS) 1,253,593

NET INCREASE (DECREASE) IN $ 1,245,503
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1999 YEAR ENDED NOVEMBER 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ (8,090) $ (1,916)
income (loss)

Net realized gain (loss) 577,960 152,303

Change in net unrealized 675,633 91,061
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,245,503 241,448
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (116,063) (182,103)
from net realized gains

Share transactions Net 791,580 450,687
proceeds from sales of shares

Reinvestment of distributions 111,045 176,758

Cost of shares redeemed (666,947) (685,294)

NET INCREASE (DECREASE) IN 235,678 (57,849)
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 1,365,118 1,496
IN NET ASSETS

NET ASSETS

Beginning of period 1,531,182 1,529,686

End of period (including $ 2,896,300 $ 1,531,182
accumulated net investment
loss of $8,193 and $0,
respectively)

OTHER INFORMATION
Shares

Sold 23,550 19,108

Issued in reinvestment of 4,440 8,371
distributions

Redeemed (20,459) (29,373)

Net increase (decrease) 7,531 (1,894)

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED NOVEMBER 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning $ 25.27 $ 24.48 $ 20.79 $ 18.11 $ 12.30
of period

Income from Investment
Operations

Net investment income (loss) C (.12) (.03) (.03) (.03) (.02) D

Net realized and unrealized 19.30 3.74 4.27 4.15 6.12
gain (loss)

Total from investment 19.18 3.71 4.24 4.12 6.10
operations

Less Distributions

From net realized gain (1.94) (2.92) (.55) (1.44) (.29)

Net asset value, end of period $ 42.51 $ 25.27 $ 24.48 $ 20.79 $ 18.11

TOTAL RETURN A, B 81.31% 17.55% 21.01% 24.88% 50.92%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 2,896 $ 1,531 $ 1,530 $ 1,267 $ 544
(in millions)

Ratio of expenses to average .95% .86% .99% 1.07% 1.20%
net assets

Ratio of expenses to average .93% E .83% E .94% E 1.03% E 1.18% E
net assets after expense
reductions

Ratio of net investment (.36)% (.13)% (.13)% (.17)% (.15)%
income (loss) to average net
assets

Portfolio turnover rate 116% 121% 142% 158% 176%

</TABLE>

THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.

TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.

NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.

INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH AMOUNTED
TO $0.01 PER SHARE.

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

NOTES TO FINANCIAL STATEMENTS

For the period ended November 30, 1999

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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."

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), non-taxable dividends and
losses deferred due to wash sales. The fund also utilized earnings and
profits distributed to shareholders on redemption of shares as a part
of the dividends paid deduction for income tax purposes.

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

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

2. OPERATING POLICIES.

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT - CONTINUED

one or more repurchase agreements for U.S. Treasury or Federal Agency
obligations.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $2,586,485,000 and $2,471,860,000, 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 .2167% to
.5200% for the period. The annual individual fund fee rate is .35%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .74% of average net
assets after the performance adjustment.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $1,745,000 on sales of shares of the fund of which
$1,739,000 was retained.

5. INTERFUND LENDING PROGRAM.

The fund participated in the interfund lending program as a lender.
The average daily loan balance during the period for which loans were
outstanding amounted to $57,261,000. The weighted average interest
rate was 4.85%. Interest earned from the interfund lending program
amounted to $54,000 and is included in interest income on the
Statement of Operations.

6. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral. At period end, the value of the securities
loaned amounted to $257,127,000. The fund received cash collateral of
$274,668,000 which was invested in cash equivalents, and U.S. Treasury
obligations valued at $3,682,000.

7. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $525,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $10,000 and $20,000, 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, 1999, 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, 1999 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion
expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 7, 2000

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 per share derived from capital gains realized
from sales of portfolio securities, and dividends derived from net
investment income:

PAY DATE RECORD DATE DIVIDENDS CAPITAL GAINS
12/20/99 12/17/99 - $6.30
1/10/00 1/7/00 - $1.03

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FAST SM)
1-800-544-5555

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
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WWW.FIDELITY.COM

(COMPUTER_GRAPHIC)
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INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

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

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

ADVISORY BOARD
J. Gary Burkhead
Ned C. Lautenbach

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

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

* INDEPENDENT TRUSTEES

CUSTODIAN
The Chase Manhattan Bank
New York, NY

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