Fidelity Magellan Fund – ‘N-30D’ for 3/31/99

As of:  Friday, 5/14/99   ·   For:  3/31/99   ·   Accession #:  61397-99-3   ·   File #:  811-01193

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Annual or Semi-Annual Report Mailed to Shareholders   —   Rule 30d-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-30D       Annual or Semi-Annual Report Mailed to                52±   166K 
                          Shareholders                                           

Document Table of Contents

FIDELITY                                                                        
MAGELLAN(REGISTERED TRADEMARK)                                                  
FUND                                                                            

ANNUAL REPORT                                                                   
MARCH 31, 1999                                                                  

(2_FIDELITY_LOGOS)(REGISTERED TRADEMARK)                                        

CONTENTS                                                                        

PRESIDENT'S MESSAGE    3   Ned Johnson on investing                             
strategies.               

PERFORMANCE            4   How the fund has done over                           
time.                     

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

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

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

FINANCIAL STATEMENTS   26  Statements of assets and                             
  liabilities, operations, and
changes in net assets, as 
   well as financial highlights.

NOTES                  30  Notes to the financial                               
statements.               

REPORT OF INDEPENDENT  35  The auditors' opinion.                               
ACCOUNTANTS                                                                     

DISTRIBUTIONS          36                                                       

OF SPECIAL NOTE        37                                                       

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

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

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

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

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE                   
SUBMITTED FOR THE GENERAL INFORMATION                                           
OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR              
DISTRIBUTION TO PROSPECTIVE INVESTORS                                           
IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.          

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED            
BY,                                                                             
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE             
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO                   
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNTS              
INVESTED.                                                                       

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.               

FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND                
EXPENSES, CALL 1-800-544-8888 FOR A                                             
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.             

PRESIDENT'S MESSAGE                                                             

(photo_of_Edward_C_Johnson_3d)                                                  
DEAR SHAREHOLDER:                                                               

Breaking through 10,000 by the Dow Jones Industrial Average was the             
big news in equity markets during March, as that milestone was the              
last of six new highs the Dow recorded during the month. Renewed                
strength in the energy and cyclical sectors contributed to the rally.           
In fixed-income, Treasuries continued to struggle based on the                  
persistent strength of the economy, as yields on the 30-year benchmark          
rose to their highest levels since August of 1998.                              

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

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

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

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

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

Best regards,                                                                   
Edward C. Johnson 3d                                                            

PERFORMANCE: THE BOTTOM LINE                                                    

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

CUMULATIVE TOTAL RETURNS                                                        

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

FIDELITY MAGELLAN                 25.63%       177.00%       501.76%            

FIDELITY MAGELLAN (INCL.          21.87%       168.69%       483.71%            
3.00% SALES CHARGE)                                                             

S&P 500 (registered trademark)    18.46%       220.69%       468.34%            

Growth Funds Average              13.56%       158.00%       372.71%            

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage              
terms over a set period - in this case, one year, five years or 10              
years. For example, if you had invested $1,000 in a fund that had a 5%          
return over the past year, the value of your investment would be                
$1,050. You can compare the fund's returns to the performance of the            
Standard & Poor's 500 Index - a 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 1,022 mutual funds. These benchmarks include reinvested                
dividends and capital gains, if any, and exclude the effect of sales            
charges.                                                                        

AVERAGE ANNUAL TOTAL RETURNS                                                    

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

FIDELITY MAGELLAN             25.63%       22.60%        19.66%                 

FIDELITY MAGELLAN (INCL.      21.87%       21.86%        19.29%                 
3.00% SALES CHARGE)                                                             

S&P 500                       18.46%       26.25%        18.98%                 

Growth Funds Average          13.56%       20.36%        16.32%                 

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 10 YEARS                                                           
Magellan                    S&P 500                   
00021                       SP001                     
1989/03/31       9700.00                    10000.00                        
1989/04/30      10187.57                    10519.00                        
1989/05/31      10725.44                    10945.02                        
1989/06/30      10632.38                    10882.63                        
1989/07/31      11525.70                    11865.33                        
1989/08/31      11827.20                    12097.90                        
1989/09/30      12031.92                    12048.29                        
1989/10/31      11654.12                    11768.77                        
1989/11/30      11845.81                    12008.86                        
1989/12/31      11919.93                    12297.07                        
1990/01/31      11151.16                    11471.94                        
1990/02/28      11380.19                    11619.92                        
1990/03/31      11670.97                    11927.85                        
1990/04/30      11376.21                    11629.66                        
1990/05/31      12388.04                    12763.55                        
1990/06/30      12441.89                    12676.75                        
1990/07/31      12301.07                    12636.19                        
1990/08/31      11095.81                    11493.88                        
1990/09/30      10391.71                    10934.13                        
1990/10/31      10263.31                    10887.11                        
1990/11/30      11039.90                    11590.42                        
1990/12/31      11382.50                    11913.79                        
1991/01/31      12178.20                    12433.23                        
1991/02/28      13235.61                    13322.21                        
1991/03/31      13685.17                    13644.60                        
1991/04/30      13735.83                    13677.35                        
1991/05/31      14519.03                    14268.21                        
1991/06/30      13665.87                    13614.73                        
1991/07/31      14514.68                    14249.17                        
1991/08/31      14960.85                    14586.88                        
1991/09/30      14904.26                    14343.28                        
1991/10/31      15104.50                    14535.48                        
1991/11/30      14357.98                    13949.70                        
1991/12/31      16052.56                    15545.54                        
1992/01/31      16059.58                    15256.40                        
1992/02/29      16384.79                    15454.73                        
1992/03/31      15940.25                    15153.36                        
1992/04/30      16176.56                    15598.87                        
1992/05/31      16331.55                    15675.31                        
1992/06/30      16043.89                    15441.74                        
1992/07/31      16494.14                    16073.31                        
1992/08/31      16136.44                    15743.81                        
1992/09/30      16321.54                    15929.59                        
1992/10/31      16436.61                    15985.34                        
1992/11/30      16851.84                    16530.44                        
1992/12/31      17178.58                    16733.76                        
1993/01/31      17631.14                    16874.33                        
1993/02/28      17999.20                    17103.82                        
1993/03/31      18658.97                    17464.71                        
1993/04/30      18841.63                    17042.06                        
1993/05/31      19584.27                    17498.79                        
1993/06/30      19857.38                    17549.54                        
1993/07/31      20076.43                    17479.34                        
1993/08/31      21257.07                    18141.81                        
1993/09/30      21487.50                    18002.11                        
1993/10/31      21501.73                    18374.76                        
1993/11/30      20793.35                    18200.20                        
1993/12/31      21414.39                    18420.42                        
1994/01/31      22260.69                    19046.71                        
1994/02/28      22097.48                    18530.55                        
1994/03/31      21072.85                    17722.62                        
1994/04/30      21284.43                    17949.47                        
1994/05/31      21039.23                    18243.84                        
1994/06/30      20126.40                    17796.86                        
1994/07/31      20800.00                    18380.60                        
1994/08/31      21785.23                    19134.20                        
1994/09/30      21218.65                    18665.42                        
1994/10/31      21936.32                    19085.39                        
1994/11/30      20733.90                    18390.30                        
1994/12/31      21026.64                    18663.03                        
1995/01/31      20812.59                    19146.96                        
1995/02/28      21980.39                    19893.12                        
1995/03/31      22801.94                    20480.16                        
1995/04/30      23862.72                    21083.30                        
1995/05/31      24529.81                    21926.00                        
1995/06/30      26398.24                    22435.34                        
1995/07/31      28424.74                    23179.30                        
1995/08/31      28671.33                    23237.48                        
1995/09/30      29196.14                    24218.10                        
1995/10/31      28450.03                    24131.64                        
1995/11/30      29082.32                    25191.02                        
1995/12/31      28769.36                    25676.20                        
1996/01/31      29184.27                    26550.22                        
1996/02/29      28993.54                    26796.34                        
1996/03/31      29284.65                    27054.39                        
1996/04/30      29472.03                    27453.17                        
1996/05/31      29605.23                    28161.19                        
1996/06/30      29577.55                    28268.48                        
1996/07/31      28201.49                    27019.58                        
1996/08/31      28913.24                    27589.42                        
1996/09/30      30071.83                    29142.15                        
1996/10/31      30783.59                    29945.89                        
1996/11/30      32776.52                    32209.51                        
1996/12/31      32131.55                    31571.43                        
1997/01/31      33541.91                    33544.02                        
1997/02/28      33091.71                    33807.00                        
1997/03/31      31952.26                    32417.87                        
1997/04/30      33378.56                    34353.22                        
1997/05/31      35759.78                    36444.64                        
1997/06/30      37240.39                    38077.36                        
1997/07/31      40365.23                    41107.18                        
1997/08/31      38569.68                    38804.36                        
1997/09/30      40839.68                    40929.67                        
1997/10/31      39449.05                    39562.62                        
1997/11/30      40217.99                    41393.97                        
1997/12/31      40675.82                    42104.71                        
1998/01/31      41115.59                    42570.39                        
1998/02/28      44232.34                    45640.56                        
1998/03/31      46461.04                    47977.82                        
1998/04/30      46994.73                    48460.47                        
1998/05/31      46066.14                    47627.44                        
1998/06/30      48028.82                    49562.06                        
1998/07/31      47669.58                    49034.23                        
1998/08/31      40287.61                    41944.86                        
1998/09/30      42723.44                    44631.85                        
1998/10/31      46013.57                    48262.20                        
1998/11/30      49584.08                    51187.37                        
1998/12/31      54353.53                    54136.79                        
1999/01/31      57205.71                    56400.79                        
1999/02/28      55379.23                    54647.85                        
1999/03/31      58370.88                    56834.31                        
IMATRL PRASUN   SHR__CHT 19990331 19990409 101758 R00000000000123               

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was                
invested in Fidelity Magellan Fund on March 31, 1989, and the current           
3.00% sales charge was paid. As the chart shows, by March 31, 1999,             
the value of the investment would have grown to $58,371 - a 483.71%             
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 $56,834 - a 468.34% increase.                                          

(checkmark)UNDERSTANDING                                                        
PERFORMANCE                                                                     

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

FUND TALK: THE MANAGER'S OVERVIEW                                               

MARKET RECAP                                                                    

The 12-month period that ended                                                  
March 31,1999, made history not                                                 
only for its milestones, but also for                                           
the volatility throughout the                                                   
marketplace. The Dow Jones                                                      
Industrial Average passed the 10,000                                            
mark, returning 13.09% for the                                                  
period, while the Standard & Poor's                                             
500 Index returned 18.46%. The                                                  
technology-laden NASDAQ fought                                                  
through turbulence on its way toward                                            
an impressive 34.62% return. The                                                
period began amidst a stable                                                    
economic environment in the U.S., one                                           
with an apparent resistance to the                                              
instability that was beginning to shake                                         
up world markets. The positive                                                  
sentiment quickly turned to fear in                                             
late August, however, as the disarray                                           
in Asian, Latin American and Russian                                            
markets led investors to seek safe                                              
harbor in U.S. Treasuries, driving their                                        
yields to a 30-year low. Concurrently,                                          
stocks suffered heavy losses, with the                                          
Dow itself shedding over 1000 points                                            
in the span of a week. The volatility in                                        
the equity markets influenced the                                               
Federal Reserve Board to intervene                                              
with three 0.25% cuts to the fed funds                                          
target rate in early-mid fall. These cuts                                       
were the impetus the market needed,                                             
as stocks rallied in response. The first                                        
three months of 1999 saw continued                                              
market advances, although marked by                                             
periods of significant volatility and the                                       
continued leadership of a narrow                                                
band of mega-cap stocks.                                                        

(photograph of Robert Stansky)                                                  

An interview with Robert Stansky, Portfolio Manager of Fidelity                 
Magellan Fund                                                                   

Q. BOB, HOW HAS THE FUND PERFORMED?                                             

A. Over the past 12 months, we certainly experienced our share of               
peaks and valleys as the market dropped quite dramatically late last            
summer then rebounded strongly in the fall and winter months. For the           
fund's fiscal year, returns were relatively strong. During the 12               
months that ended March 31, 1999, the fund had a total return of                
25.63%. That topped the total return of the fund's benchmark index,             
the Standard & Poor's 500 Index, which was 18.46% during the same               
period. The fund also beat the growth funds average, which was up               
13.56% during the period, according to Lipper Inc.                              

Q. HOW DID THE FUND BEAT ITS BENCHMARK AND THE MAJORITY OF ITS PEERS            
IN LIGHT OF THIS VOLATILE ENVIRONMENT?                                          

A. Embedded in the volatility were opportunities. For example, when             
stock prices fell so sharply last July and August, I saw an opening to          
buy shares of companies whose prospects I believed remained attractive          
over the long term. Due to the falling market, these stocks were                
suddenly selling at much more attractive valuations, or stock prices            
relative to earnings. Many of the positions I added to were large               
technology names. Technology, as a percentage of the fund's assets,             
grew from 17.6% on July 31, 1998, to 22.0% on October 31, 1998. Thus,           
when the market - and technology stocks in particular - rallied in the          
fourth quarter of 1998, the fund was well positioned and benefited              
accordingly.                                                                    

Q. WERE SOME OF THE STRONG-PERFORMING INTERNET NAMES AMONG THOSE                
TECHNOLOGY STOCKS YOU PURCHASED?                                                

A. They were. However, I've taken a measured approach to this sector.           
Although I believe the Internet currently is the most exciting segment          
of U.S. business, many Internet companies aren't yet making a profit            
and their stocks are very volatile. Therefore, stocks directly tied to          
the Internet thus far have made up a relatively small portion of the            
fund. That said, the single largest positive contributor to the fund's          
performance over the past year was America Online. AOL has experienced          
tremendous growth in subscribers as a result of lower-priced personal           
computers and the growing popularity of the Internet. In addition, the          
company has substantially grown advertising revenue.                            

Q. HOW DO YOU ANALYZE INTERNET COMPANIES IF MANY DON'T YET HAVE ANY             
EARNINGS?                                                                       

A. It's not easy. I simply can't analyze the Internet sector the same           
way I analyze other sectors. I do use some traditional, fundamental             
analysis to evaluate a company's growth prospects. But that only goes           
so far when many companies are young with new business models and no            
earnings. Essentially, I'm trying to find companies that have a real            
chance to be around in three years and dominate their niches. At the            
same time, I evaluate investor psychology when it comes to Internet             
stocks. The fact that I increased investments in Internet companies -           
and held onto many of them as their prices rose quickly in the fourth           
quarter - was due at least as much to my feel for the psychology                
surrounding these stocks as it was to any numbers-related analysis.             

Q. HOW ABOUT OTHER TECHNOLOGY COMPANIES THAT HELPED THE FUND?                   

A. Many were names that shareholders have been accustomed to seeing in          
these reports over the past few years. Larger technology companies              
such as Microsoft, Cisco Systems, EMC Corp. and Intel all continued to          
dominate their respective markets and continued to show excellent               
business prospects. However, due to the rapid rise in the prices of             
many technology stocks, I recently became concerned that the                    
valuations of some companies were reflecting a future earnings                  
scenario that was a bit too idyllic. Therefore, I recently took some            
profits and pared back the fund's holdings in certain tech stocks. The          
fund held 20.8% of investments in the sector at the end of the period.          
It remained the largest sector representation in the fund, but was              
down somewhat from recent levels.                                               

Q. INDEED, LARGE CAPITALIZATION STOCKS DOMINATED THE STOCK MARKET'S             
PERFORMANCE OVER THE PAST YEAR IN MANY INDUSTRIES . . .                         

A. That's true. Money flowing into the stock market has gravitated              
toward larger, more successful brand-name companies. But not all large          
stocks did well. You had to be in the right sectors and, more                   
importantly, the right names. For example, the fund benefited from              
overweighting retail stocks relative to the broad market during the             
period. Wal-Mart, Home Depot and the Gap benefited from a strong                
economy, but, perhaps more importantly, all have recently out-executed          
their smaller competitors. In health care, large U.S. pharmaceutical            
companies were the best performers. However, in some industries,                
bigger was not necessarily better. The fund's performance was helped            
by its underweighting in global consumer products companies and                 
certain cyclical stocks. Many of these companies underperformed during          
the period due mainly to concerns over economic slowdowns in certain            
economies around the world.                                                     

Q. THOSE GLOBAL ECONOMIC WORRIES CONTRIBUTED TO SLUMPING PERFORMANCE            
BY FINANCIAL STOCKS LATE LAST SUMMER. WHAT'S THE LATEST ON THAT                 
SECTOR?                                                                         

A. Some financial sector stocks rebounded nicely over the past six              
months due to a combination of factors. Concerns about the health of            
overseas economies eased somewhat. In addition, companies that do a             
significant amount of business related to the U.S. capital markets -            
mainly the markets for stocks and bonds - benefited as the stock                
market rebounded through the fall and winter months. Thus, the fund's           
performance benefited from holdings in companies such as Citigroup and          
Chase Manhattan. The fund's investments in banks that are more                  
regional in nature and don't have as much exposure to capital markets           
- such as Wells Fargo - didn't fare nearly as well.                             

Q. BOB, DO YOU HAVE ANY REGRETS ABOUT THE FUND'S PERFORMANCE DURING             
THE PERIOD?                                                                     

A. Sure I do. As I look back, I could have been more aggressive in              
adding to positions in certain technology and other stocks during the           
market downturn of last year. And, certainly, there are stocks that I           
wish I had owned but didn't. However, hindsight is always 20/20. I am           
pleased that there were few stocks in the fund that negatively                  
impacted performance to a significant degree.                                   

Q. WHAT'S YOUR OUTLOOK FOR THE REST OF 1999?                                    

A. I'm generally optimistic, but it's important to keep in mind we've           
already experienced strong gains thus far in 1999. And we've                    
experienced four straight calendar years with greater than 20% gains            
in the broad market. I believe stock performance of that magnitude              
will be difficult to sustain in the near term. Valuations remain at             
historically high levels, and I'm concerned about earnings and                  
interest rates. Corporate earnings may not be strong enough to sustain          
these valuation levels indefinitely. And if inflation returns in a              
meaningful way we could see a compression in valuations and lower               
stock prices. I'll continue to focus on getting the earnings forecasts          
right and paring back where I believe valuations are too high. At the           
same time, I want to be ready should a market drop present buying               
opportunities in stocks where I believe prospects remain strong.                

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

(checkmark)FUND FACTS                                                           

GOAL: to increase the value                                                     
of the fund's shares over the                                                   
long term by investing mainly                                                   
in equity securities with                                                       
growth potential                                                                

FUND NUMBER: 021                                                                

TRADING SYMBOL: FMAGX                                                           

START DATE: May 2, 1963                                                         

SIZE: as of March 31, 1999,                                                     
more than $90.7 billion                                                         

MANAGER: Robert Stansky,                                                        
since 1996; manager,                                                            
Fidelity Growth Company                                                         
Fund and Fidelity Advisor                                                       
Equity Growth, 1987-1996;                                                       
Fidelity Emerging Growth                                                        
Fund, 1990-1991; Fidelity                                                       
Select Defense & Aerospace                                                      
Portfolio ,1984-                                                                
1987; joined Fidelity in                                                        
1983                                                                            

BOB STANSKY ON THE                                                              
RECENT DOMINANCE OF                                                             
LARGE-CAP STOCKS:                                                               

"It's been an unusually narrow                                                  
market over the past couple of years                                            
or so; the bulk of the gains has been                                           
concentrated in a relatively small                                              
number of very large stocks. Broadly                                            
speaking, many large companies                                                  
have simply operated more                                                       
efficiently than smaller companies                                              
and taken advantage of their scale                                              
and dominance in the marketplace.                                               
Electronic information systems have                                             
allowed large companies to act                                                  
quickly in order to better gain the                                             
benefits of size, strengthen earnings                                           
and gain market share.                                                          

"It's difficult, if not impossible, to                                          
know how long these market                                                      
conditions will last. The business                                              
prospects of many large companies                                               
continued to look good at the end of                                            
the period. However, the wild card                                              
- in terms of stock performance -                                               
is valuations. Although earnings for                                            
many of these companies have been                                               
strong, they generally haven't risen                                            
as quickly as valuations. At some                                               
point, the stocks may need to take                                              
a breather to allow the earnings to                                             
catch up. Certainly, the fund                                                   
recently has benefited from its                                                 
holdings in large stocks. At the same                                           
time, it's important to recognize that                                          
a sudden shift in market sentiment                                              
toward small companies could                                                    
negatively impact the fund's                                                    
performance in the near term                                                    
relative to funds that have                                                     
concentrated their investments in                                               
that area of the market."                                                       

INVESTMENT CHANGES                                                              

                                                                [Download Table]

                                                                                  
TOP TEN STOCKS AS OF MARCH                                                        
31, 1999                                                                          

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

General Electric Co.            4.2                      3.9                      

Microsoft Corp.                 4.1                      3.6                      

MCI WorldCom, Inc.              2.4                      1.7                      

America Online, Inc.            2.3                      1.5                      

Home Depot, Inc.                2.2                      1.8                      

Cisco Systems, Inc.             2.0                      2.0                      

Merck & Co., Inc.               2.0                      1.9                      

Citigroup, Inc.                 1.7                      1.1                      

Wal-Mart Stores, Inc.           1.7                      1.8                      

Time Warner, Inc.               1.6                      1.2                      

TOP FIVE MARKET SECTORS AS OF                                                     
MARCH 31, 1999                                                                    

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

TECHNOLOGY                      20.8                     21.6                     

FINANCE                         12.9                     11.2                     

HEALTH                          10.3                     11.7                     

RETAIL & WHOLESALE              10.0                     9.3                      

UTILITIES                       7.3                      6.2                      


ASSET ALLOCATION (% OF FUND'S                                                   
INVESTMENTS)                                                                    

AS OF MARCH 31, 1999 *                                                          

Stocks 93.4%                                                                    
Short-term                                                                      
investments 6.6%                                                                
*FOREIGN                                                                        
INVESTMENTS 4.4%                                                                

Row: 1, Col: 1, Value: 93.40000000000001                                        
Row: 1, Col: 2, Value: 6.6                                                      

AS OF SEPTEMBER 30, 1998 **                                                     

Stocks 93.6%                                                                    
Short-term                                                                      
investments 6.4%                                                                
**FOREIGN                                                                       
INVESTMENTS 4.8%                                                                

Row: 1, Col: 1, Value: 93.59999999999999                                        
Row: 1, Col: 2, Value: 6.4                                                      

INVESTMENTS MARCH 31, 1999                                                      

Showing Percentage of Total Value of Investment in Securities                   

                                                                [Download Table]

                                                                                
COMMON STOCKS - 93.4%                                                           

                                 SHARES                    VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 1.4%                                                      

AEROSPACE & DEFENSE - 1.2%                                                      

AlliedSignal, Inc.                7,213,600                $ 354,819            

Boeing Co.                        2,908,600                 99,256              

Gulfstream Aerospace Corp. (a)    938,000                   40,686              

Textron, Inc.                     1,511,400                 116,945             

United Technologies Corp.         3,321,900                 449,910             

                                                            1,061,616           

DEFENSE ELECTRONICS - 0.1%                                                      

Raytheon Co.:                                                                   

Class A                           400,000                   23,100              

Class B                           1,751,500                 102,682             

                                                            125,782             

SHIP BUILDING & REPAIR - 0.1%                                                   

General Dynamics Corp.            903,800                   58,069              

TOTAL AEROSPACE & DEFENSE                                   1,245,467           

BASIC INDUSTRIES - 1.2%                                                         

CHEMICALS & PLASTICS - 0.7%                                                     

du Pont (E.I.) de Nemours &       6,372,300                 369,992             
Co.                                                                             

Monsanto Co.                      3,882,800                 178,366             

Synetic, Inc. (a)(c)              1,157,582                 64,680              

Trivest 1992 Special Fund         26.6        (d)           3,048               
Ltd.                                                                            

                                                            616,086             

IRON & STEEL - 0.1%                                                             

Nucor Corp.                       2,492,400                 109,821             

METALS & MINING - 0.2%                                                          

Alcoa, Inc.                       3,140,000                 129,329             

PACKAGING & CONTAINERS - 0.0%                                                   

Owens-Illinois, Inc. (a)          742,700                   18,568              

PAPER & FOREST PRODUCTS - 0.2%                                                  

Fort James Corp.                  737,500                   23,370              

Kimberly-Clark Corp.              3,089,800                 148,117             

Louisiana-Pacific Corp.           1,932,600                 35,995              

                                                            207,482             

TOTAL BASIC INDUSTRIES                                      1,081,286           

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -                                                    
1.5%                                                                            

BUILDING MATERIALS - 0.8%                                                       

Lafarge Corp. (c)                 4,459,158                $ 124,856            

Masco Corp.                       8,565,200                 241,967             

Newell Rubbermaid, Inc.           276,300                   13,124              

Owens-Corning                     1,779,100                 56,598              

Sherwin-Williams Co.              3,353,400                 94,314              

Southdown, Inc.                   1,180,892                 63,399              

USG Corp.                         2,413,000                 123,968             

                                                            718,226             

CONSTRUCTION - 0.2%                                                             

Centex Corp.                      1,200,000                 40,050              

Oakwood Homes Corp. (c)           3,719,200                 52,301              

Pulte Corp. (c)                   2,800,000                 58,275              

                                                            150,626             

REAL ESTATE INVESTMENT TRUSTS                                                   
- 0.5%                                                                          

Boston Properties, Inc.           1,105,000                 34,946              

Crescent Real Estate Equities     2,101,900                 45,191              
Co.                                                                             

Equity Office Properties Trust    2,086,400                 53,073              

Equity Residential Properties     1,271,500                 52,449              
Trust (SBI)                                                                     

Host Marriott Corp. (c)           12,528,400                139,378             

Public Storage, Inc.              1,136,300                 28,408              

Starwood Hotels & Resorts         4,400,327                 125,684             
Worldwide, Inc.                                                                 

                                                            479,129             

TOTAL CONSTRUCTION & REAL                                   1,347,981           
ESTATE                                                                          

DURABLES - 3.3%                                                                 

AUTOS, TIRES, & ACCESSORIES -                                                   
1.9%                                                                            

AutoZone, Inc. (a)                2,935,800                 89,175              

Danaher Corp.                     2,507,000                 130,991             

Delphi Automotive Systems         1,000,000                 17,750              
Corp. (a)                                                                       

Ford Motor Co.                    14,104,000                800,402             

General Motors Corp.              5,697,600                 494,979             

Lear Corp. (a)                    1,116,300                 47,652              

Pep Boys-Manny, Moe & Jack        1,255,000                 19,139              

Republic Industries, Inc. (a)     10,879,927                134,639             

                                                            1,734,727           

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

DURABLES - CONTINUED                                                            

CONSUMER DURABLES - 0.2%                                                        

Minnesota Mining &                2,509,100                $ 177,519            
Manufacturing Co.                                                               

CONSUMER ELECTRONICS - 0.5%                                                     

Black & Decker Corp. (c)          4,780,000                 264,991             

General Motors Corp. Class H      56,400                    2,845               
(a)                                                                             

Maytag Corp.                      2,600,000                 156,975             

Sony Corp. sponsored ADR          500,000                   45,656              

Whirlpool Corp.                   511,000                   27,786              

                                                            498,253             

HOME FURNISHINGS - 0.3%                                                         

Leggett & Platt, Inc. (c)         12,416,700                248,334             

TEXTILES & APPAREL - 0.4%                                                       

Liz Claiborne, Inc.               2,547,800                 83,122              

NIKE, Inc. Class B                3,398,500                 196,051             

Polo Ralph Lauren Corp. Class     2,333,700                 46,382              
A (a)(c)                                                                        

Warnaco Group, Inc. Class A       800,000                   19,750              

                                                            345,305             

TOTAL DURABLES                                              3,004,138           

ENERGY - 5.9%                                                                   

ENERGY SERVICES - 0.8%                                                          

Baker Hughes, Inc.                2,300,000                 55,919              

Halliburton Co.                   6,799,600                 261,785             

Schlumberger Ltd.                 7,746,300                 466,230             

                                                            783,934             

OIL & GAS - 5.1%                                                                

Anadarko Petroleum Corp. (c)      6,510,000                 245,753             

Apache Corp.                      2,659,715                 69,319              

BP Amoco PLC                      12,376,935                208,217             

BP Amoco PLC sponsored ADR        3,538,421                 357,159             

Burlington Resources, Inc.        2,282,100                 91,141              

Canadian Natural Resources        2,702,600                 46,575              
Ltd. (a)                                                                        

Chevron Corp.                     5,085,100                 449,714             

Coastal Corp. (The)               4,634,000                 152,922             

Cooper Cameron Corp. (a)          1,671,500                 56,622              

Elf Aquitaine                     1,935,600                 260,580             

Exxon Corp.                       11,485,500                810,446             

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

ENERGY - CONTINUED                                                              

OIL & GAS - CONTINUED                                                           

Mobil Corp.                       6,631,700                $ 583,590            

Occidental Petroleum Corp.        8,571,400                 154,285             

Poco Petroleums Ltd. (a)          3,481,700                 26,770              

Renaissance Energy Ltd. (a)       1,425,000                 16,624              

Royal Dutch Petroleum Co. (NY     7,932,700                 412,500             
Registry Gilder 1.25)                                                           

Shell Transport & Trading Co.     13,327,100                90,235              
PLC (Reg.)                                                                      

Texaco, Inc.                      6,352,000                 360,476             

Total SA Class B                  1,604,550                 195,755             

USX-Marathon Group                550,000                   15,125              

                                                            4,603,808           

TOTAL ENERGY                                                5,387,742           

FINANCE - 12.9%                                                                 

BANKS - 4.1%                                                                    

Banacci SA de CV (a)              3,840,000                 7,704               

Bank of New York Co., Inc.        400,000                   14,375              

Bank One Corp.                    7,903,557                 435,190             

BankAmerica Corp.                 12,802,754                904,195             

BankBoston Corp.                  3,504,900                 151,806             

Chase Manhattan Corp.             11,576,200                941,290             

Comerica, Inc.                    1,921,000                 119,942             

Synovus Finanical Corp.           1,709,775                 34,944              

U.S. Bancorp                      6,411,600                 218,395             

Wells Fargo & Co.                 24,155,000                846,935             

                                                            3,674,776           

CREDIT & OTHER FINANCE - 3.6%                                                   

American Express Co.              2,651,500                 311,551             

Associates First Capital          13,430,774                604,385             
Corp. Class A                                                                   

Citigroup, Inc.                   24,689,889                1,577,067           

Fleet Financial Group, Inc.       4,922,000                 185,190             

Greenpoint Financial Corp.        2,351,800                 81,725              

Household International, Inc.     3,620,395                 165,181             

MBNA Corp.                        1,300,000                 31,038              

Providian Financial Corp.         2,601,950                 286,215             

                                                            3,242,352           

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

FINANCE - CONTINUED                                                             

FEDERAL SPONSORED CREDIT - 1.9%                                                 

Fannie Mae                        14,048,000               $ 972,824            

Freddie Mac                       12,211,600                697,588             

SLM Holding Corp.                 481,950                   20,121              

                                                            1,690,533           

INSURANCE - 2.6%                                                                

Aetna, Inc.                       404,900                   33,607              

AFLAC, Inc.                       4,504,800                 245,230             

Allstate Corp.                    9,125,000                 338,195             

American International Group,     10,332,244                1,246,327           
Inc.                                                                            

Chubb Corp. (The)                 900,000                   52,706              

Hartford Financial Services       400,000                   22,725              
Group, Inc.                                                                     

Old Republic International        2,087,700                 38,101              
Corp.                                                                           

Progressive Corp.                 1,090,800                 156,530             

Reliastar Financial Corp.         1,707,043                 72,763              

UNUM Corp.                        4,033,400                 191,839             

                                                            2,398,023           

SAVINGS & LOANS - 0.2%                                                          

Charter One Financial, Inc.       2,590,440                 74,758              

Washington Mutual, Inc.           3,293,750                 134,632             

                                                            209,390             

SECURITIES INDUSTRY - 0.5%                                                      

Morgan Stanley, Dean Witter &     4,750,035                 474,707             
Co.                                                                             

TOTAL FINANCE                                               11,689,781          

HEALTH - 10.3%                                                                  

DRUGS & PHARMACEUTICALS - 7.7%                                                  

American Home Products Corp.      14,195,200                926,237             

Biogen, Inc. (a)                  505,000                   57,728              

Bristol-Myers Squibb Co.          15,601,800                1,003,391           

Elan Corp. PLC sponsored ADR      2,101,000                 146,545             
(a)                                                                             

Lilly (Eli) & Co.                 9,451,200                 802,171             

Merck & Co., Inc.                 22,775,200                1,826,286           

Pfizer, Inc.                      4,626,700                 641,955             

Rhone-Poulenc SA Class A          2,000,932                 88,041              

Schering-Plough Corp.             17,657,200                976,664             

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

HEALTH - CONTINUED                                                              

DRUGS & PHARMACEUTICALS -                                                       
CONTINUED                                                                       

Warner-Lambert Co.                8,034,100                $ 531,757            

XOMA Ltd. (a)                     3,030                     7                   

                                                            7,000,782           

MEDICAL EQUIPMENT & SUPPLIES                                                    
- 2.1%                                                                          

Abbott Laboratories               1,370,700                 64,166              

Baxter International, Inc.        300,000                   19,800              

Becton, Dickinson & Co.           2,546,200                 97,551              

Boston Scientific Corp. (a)       9,662,000                 391,915             

Cardinal Health, Inc.             170,000                   11,220              

Johnson & Johnson                 10,300,000                964,981             

McKesson HBOC, Inc.               2,999,510                 197,968             

Medtronic, Inc.                   2,209,000                 158,496             

St. Jude Medical, Inc. (a)        1,198,900                 29,223              

U.S. Surgical Corp. rights        469                       -                   
6/30/00 (a)                                                                     

                                                            1,935,320           

MEDICAL FACILITIES MANAGEMENT                                                   
- 0.5%                                                                          

HEALTHSOUTH Corp. (a)             17,033,200                176,719             

Tenet Healthcare Corp. (a)        1,192,195                 22,577              

United HealthCare Corp.           2,694,100                 141,777             

Universal Health Services,        788,100                   34,085              
Inc. Class B (a)                                                                

Wellpoint Health Networks,        1,000,000                 75,813              
Inc. (a)                                                                        

                                                            450,971             

TOTAL HEALTH                                                9,387,073           

INDUSTRIAL MACHINERY &                                                          
EQUIPMENT - 6.5%                                                                

ELECTRICAL EQUIPMENT - 4.5%                                                     

Emerson Electric Co.              5,282,400                 279,637             

General Electric Co.              34,203,100                3,783,704           

SLI, Inc. (a)                     519,000                   10,899              

                                                            4,074,240           

INDUSTRIAL MACHINERY &                                                          
EQUIPMENT - 1.9%                                                                

Case Corp. (c)                    4,140,000                 105,053             

Caterpillar, Inc.                 470,100                   21,595              

Cooper Industries, Inc.           1,150,000                 49,019              

Deere & Co.                       1,260,000                 48,668              

Illinois Tool Works, Inc.         6,400,000                 396,000             

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &                                                          
EQUIPMENT - CONTINUED                                                           

INDUSTRIAL MACHINERY &                                                          
EQUIPMENT - CONTINUED                                                           

Ingersoll-Rand Co.                902,850                  $ 44,804             

Tyco International Ltd.           14,602,206                1,047,708           

                                                            1,712,847           

POLLUTION CONTROL - 0.1%                                                        

Republic Services, Inc. Class     2,000,000                 32,375              
A (a)                                                                           

Waste Management, Inc.            1,652,500                 73,330              

                                                            105,705             

TOTAL INDUSTRIAL MACHINERY &                                5,892,792           
EQUIPMENT                                                                       

MEDIA & LEISURE - 6.0%                                                          

BROADCASTING - 3.3%                                                             

CBS Corp.                         13,754,916                563,092             

Clear Channel Communications,     8,249,680                 553,244             
Inc. (a)                                                                        

Comcast Corp. Class A             1,275,000                 80,245              
(special)                                                                       

Cox Communications, Inc.          1,044,700                 79,005              
Class A (a)                                                                     

Entercom Communications Corp.     81,000                    2,865               
(a)                                                                             

Heftel Broadcasting Corp.         663,800                   28,792              
Class A (a)                                                                     

Infinity Broadcasting Corp.       3,061,500                 78,834              
Class A (a)                                                                     

MediaOne Group, Inc.              2,450,000                 155,575             

Nielsen Media Research, Inc.      472,966                   11,676              

Time Warner, Inc.                 19,859,789                1,411,286           

Univision Communications,         595,000                   29,750              
Inc. Class A (a)                                                                

USA Networks, Inc. (a)            594,800                   21,301              

                                                            3,015,665           

ENTERTAINMENT - 1.4%                                                            

Alliance Gaming Corp. (a)(e)      5,072                     18                  

Disney (Walt) Co.                 10,157,000                316,137             

Fox Entertainment Group, Inc.     1,988,000                 53,925              
(a)                                                                             

News Corp. Ltd. ADR               3,900,000                 115,050             

Park Place Entertainment          3,729,200                 28,202              
Corp. (a)                                                                       

SFX Entertainment, Inc. Class     641,000                   41,385              
A (a)                                                                           

Viacom, Inc. Class B              8,854,400                 743,216             
(non-vtg.) (a)                                                                  

                                                            1,297,933           

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED                                                     

LODGING & GAMING - 0.1%                                                         

Extended Stay America, Inc.       5,859,603                $ 59,695             
(a)(c)                                                                          

Hilton Hotels Corp.               3,729,200                 52,442              

                                                            112,137             

PUBLISHING - 0.4%                                                               

Gannet, Inc.                      2,910,400                 183,355             

Harcourt General, Inc.            848,900                   37,617              

McGraw-Hill Companies, Inc.       326,000                   17,767              

Times Mirror Co. Class A          697,300                   37,698              

Tribune Co.                       823,100                   53,862              

Ziff-Davis, Inc. (a)              54,600                    1,037               

                                                            331,336             

RESTAURANTS - 0.8%                                                              

Host Marriott Services Corp.      2,832,100                 19,117              
(c)                                                                             

McDonald's Corp.                  14,394,800                652,264             

Starbucks Corp. (a)               400,000                   11,225              

Tricon Global Restaurants,        500,000                   35,125              
Inc. (a)                                                                        

                                                            717,731             

TOTAL MEDIA & LEISURE                                       5,474,802           

NONDURABLES - 4.1%                                                              

BEVERAGES - 1.0%                                                                

Coca-Cola Co. (The)               5,066,800                 310,975             

Coca-Cola Enterprises, Inc.       325,000                   9,831               

Pepsi Bottling Group, Inc. (a)    1,000,000                 23,000              

PepsiCo, Inc.                     12,524,300                490,796             

Seagram Co. Ltd.                  1,800,000                 90,376              

Stroh Brewery Co. warrants        21,307                    76                  
7/1/01 (a)                                                                      

                                                            925,054             

FOODS - 0.1%                                                                    

Bestfoods                         1,000,000                 47,000              

Kellogg Co.                       200,000                   6,763               

                                                            53,763              

HOUSEHOLD PRODUCTS - 2.0%                                                       

Avon Products, Inc.               2,346,000                 110,409             

Clorox Co.                        1,102,848                 129,240             

Gillette Co.                      9,575,800                 569,162             

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED                                                         

HOUSEHOLD PRODUCTS - CONTINUED                                                  

Procter & Gamble Co.              9,047,300                $ 886,070            

Unilever NV (NY shares)           1,529,700                 101,629             

                                                            1,796,510           

TOBACCO - 1.0%                                                                  

Philip Morris Companies, Inc.     25,970,200                913,826             

TOTAL NONDURABLES                                           3,689,153           

RETAIL & WHOLESALE - 10.0%                                                      

APPAREL STORES - 1.4%                                                           

Gap, Inc.                         11,496,200                773,838             

Intimate Brands, Inc. Class A     1,090,300                 52,471              

Limited, Inc. (The)               7,400,400                 293,241             

TJX Companies, Inc.               5,496,800                 186,891             

                                                            1,306,441           

DRUG STORES - 0.6%                                                              

CVS Corp.                         10,476,286                497,624             

GENERAL MERCHANDISE STORES -                                                    
3.1%                                                                            

Consolidated Stores Corp. (a)     2,291,168                 69,451              

Costco Companies, Inc. (a)        1,555,500                 142,425             

Dayton Hudson Corp.               13,694,300                912,383             

Federated Department Stores,      4,015,700                 161,130             
Inc. (a)                                                                        

Neiman-Marcus Group, Inc. (a)     668,700                   15,129              

Wal-Mart Stores, Inc.             16,472,500                1,518,559           

                                                            2,819,077           

GROCERY STORES - 0.8%                                                           

Meyer (Fred), Inc. (a)            1,905,000                 112,157             

Safeway, Inc. (a)                 11,354,400                582,623             

                                                            694,780             

RETAIL & WHOLESALE,                                                             
MISCELLANEOUS - 4.1%                                                            

Bed Bath & Beyond, Inc. (a)       500,000                   18,250              

Home Depot, Inc.                  32,304,850                2,010,977           

Lowe's Companies, Inc.            13,247,000                801,444             

Office Depot, Inc. (a)            8,644,400                 318,222             

Staples, Inc. (a)                 15,050,000                494,769             

Tandy Corp.                       1,522,600                 97,161              

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED                                                  

RETAIL & WHOLESALE,                                                             
MISCELLANEOUS - CONTINUED                                                       

Valley Media, Inc. (a)            35,800                   $ 814                

Williams-Sonoma, Inc. (a)         500,000                   14,125              

                                                            3,755,762           

TOTAL RETAIL & WHOLESALE                                    9,073,684           

SERVICES - 1.4%                                                                 

ADVERTISING - 0.9%                                                              

Omnicom Group, Inc.               8,151,576                 651,617             

Outdoor Systems, Inc. (a)         6,175,437                 185,263             

                                                            836,880             

SERVICES - 0.5%                                                                 

Cendant Corp. (a)                 11,287,000                177,770             

Manpower, Inc.                    2,955,900                 69,094              

Rentokil Initial PLC              9,089,735                 55,671              

Robert Half International,        3,338,950                 109,559             
Inc. (a)                                                                        

Service Corp. International       1,200,000                 17,100              

                                                            429,194             

TOTAL SERVICES                                              1,266,074           

TECHNOLOGY - 20.8%                                                              

COMMUNICATIONS EQUIPMENT - 4.5%                                                 

ADC Telecommunications, Inc.      500,000                   23,844              
(a)                                                                             

Ascend Communications, Inc.       4,823,000                 403,625             
(a)                                                                             

Cisco Systems, Inc. (a)           16,830,200                1,843,959           

Intermedia Communications,        641,000                   17,067              
Inc. (a)                                                                        

Lucent Technologies, Inc.         7,390,124                 796,286             

Newbridge Networks Corp. (a)      2,817,200                 87,763              

OY Nokia AB:                                                                    

Series A                          1,200,000                 186,900             

sponsored ADR                     4,261,400                 663,713             

Premisys Communications, Inc.     500,000                   4,313               
(a)                                                                             

Tellabs, Inc. (a)                 300,000                   29,325              

                                                            4,056,795           

COMPUTER SERVICES & SOFTWARE                                                    
- 8.5%                                                                          

America Online, Inc.              14,068,000                2,053,928           

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED                                                          

COMPUTER SERVICES & SOFTWARE                                                    
- CONTINUED                                                                     

Autobytel.com Inc (a)             40,400                   $ 1,692              

Automatic Data Processing,        1,600,000                 66,200              
Inc.                                                                            

Autoweb.Com, Inc. (a)             30,500                    1,087               

BMC Software, Inc.                4,017,700                 148,906             

Cadence Design Systems, Inc.      200,000                   5,150               
(a)                                                                             

Ceridian Corp. (a)                2,501,400                 91,457              

CompUSA, Inc. (a)                 1,885,700                 13,200              

Computer Associates               2,852,800                 101,453             
International, Inc.                                                             

Compuware Corp. (a)               6,022,000                 143,775             

Critical Path, Inc. (a)           19,900                    1,532               

DST Systems, Inc. (a)             200,400                   12,037              

Earthlink Network, Inc. (a)       100,000                   6,000               

Electronic Arts, Inc. (a)         1,711,100                 81,277              

Electronic Data Systems Corp.     300,000                   14,606              

Equifax, Inc.                     870,170                   29,912              

First Data Corp.                  4,924,000                 210,501             

Healtheon Corp. (a)               91,400                    3,887               

IMS Health, Inc.                  2,837,800                 94,002              

Keane, Inc. (a)                   800,000                   17,050              

Lycos, Inc. (a)                   1,600,000                 137,700             

Microsoft Corp. (a)               41,395,400                3,710,063           

Miningco.Com, Inc. (a)            13,700                    1,226               

OneMain.com, Inc. (a)             79,300                    2,875               

Oracle Corp. (a)                  23,123,400                609,880             

Parametric Technology Corp.       3,405,000                 67,249              
(a)                                                                             

Priceline.Com, Inc. (a)           36,900                    3,058               

Siebel Systems, Inc. (a)          750,000                   35,625              

                                                            7,665,328           

COMPUTERS & OFFICE EQUIPMENT                                                    
- 3.8%                                                                          

Comdisco, Inc.                    103,800                   1,855               

Compaq Computer Corp.             9,265,500                 293,601             

Dell Computer Corp. (a)           7,376,800                 301,527             

EMC Corp. (a)                     7,360,482                 940,302             

International Business            4,803,400                 851,403             
Machines Corp.                                                                  

Pitney Bowes, Inc.                4,875,600                 310,820             

Seagate Technology, Inc. (a)      2,255,300                 66,672              

Sun Microsystems, Inc. (a)        2,750,000                 343,578             

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED                                                          

COMPUTERS & OFFICE EQUIPMENT                                                    
- CONTINUED                                                                     

Tech Data Corp. (a)               788,800                  $ 18,093             

Xerox Corp.                       6,400,000                 341,600             

                                                            3,469,451           

ELECTRONIC INSTRUMENTS - 0.1%                                                   

Thermo Electron Corp. (a)         3,133,200                 42,494              

Thermo Instrument Systems,        200,000                   2,888               
Inc. (a)                                                                        

Waters Corp. (a)                  765,800                   80,457              

                                                            125,839             

ELECTRONICS - 3.8%                                                              

Analog Devices, Inc. (a)          1,453,866                 43,253              

Intel Corp.                       10,698,800                1,274,495           

Linear Technology Corp.           3,176,600                 162,801             

LSI Logic Corp. (a)               300,000                   9,356               

Maxim Integrated Products,        1,889,200                 102,253             
Inc. (a)                                                                        

Micron Technology, Inc. (a)       3,717,000                 179,345             

Motorola, Inc.                    6,516,200                 477,312             

Rambus, Inc. (a)                  1,105,600                 71,173              

Solectron Corp. (a)               1,230,200                 59,742              

Texas Instruments, Inc.           10,408,800                1,033,073           

Xilinx, Inc. (a)                  1,200,000                 48,675              

                                                            3,461,478           

PHOTOGRAPHIC EQUIPMENT - 0.1%                                                   

Fuji Photo Film Co. Ltd.          1,516,000                 57,145              

TOTAL TECHNOLOGY                                            18,836,036          

TRANSPORTATION - 0.8%                                                           

AIR TRANSPORTATION - 0.1%                                                       

AMR Corp. (a)                     878,100                   51,424              

Delta Air Lines, Inc.             860,000                   59,770              

                                                            111,194             

RAILROADS - 0.6%                                                                

Burlington Northern Santa Fe      3,905,220                 128,384             
Corp.                                                                           

CSX Corp.                         5,463,700                 212,743             

Norfolk Southern Corp.            5,935,800                 156,557             

                                                            497,684             

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

TRANSPORTATION - CONTINUED                                                      

TRUCKING & FREIGHT - 0.1%                                                       

CNF Transportation, Inc.          642,000                  $ 24,276             

Landstar System, Inc. (a)(c)      621,200                   20,577              

Swift Transportation Co.,         2,633,250                 68,135              
Inc. (a)(c)                                                                     

                                                            112,988             

TOTAL TRANSPORTATION                                        721,866             

UTILITIES - 7.3%                                                                

CELLULAR - 0.5%                                                                 

AirTouch Communications, Inc.     1,340,000                 129,478             
(a)                                                                             

ALLTEL Corp.                      500,000                   31,188              

Nextel Communications, Inc.       2,950,000                 108,044             
Class A (a)                                                                     

Teleglobe, Inc.                   400,000                   12,169              

Vodafone Group PLC sponsored      782,900                   146,989             
ADR                                                                             

                                                            427,868             

ELECTRIC UTILITY - 0.2%                                                         

AES Corp. (a)                     57,900                    2,157               

Duke Energy Corp.                 1,382,000                 75,492              

PG&E Corp.                        5,413,048                 168,143             

                                                            245,792             

GAS - 0.2%                                                                      

Enron Corp.                       2,481,300                 159,424             

TELEPHONE SERVICES - 6.4%                                                       

Ameritech Corp.                   3,018,400                 174,690             

AT&T Corp.                        17,101,901                1,364,945           

Bell Atlantic Corp.               5,979,100                 309,045             

BellSouth Corp.                   10,057,400                402,925             

GTE Corp.                         6,970,800                 421,733             

Level 3 Communications, Inc.      500,000                   36,406              
(a)                                                                             

MCI WorldCom, Inc. (a)            24,327,341                2,154,490           

Metromedia Fiber Network,         328,400                   17,015              
Inc. Class A (a)                                                                

Qwest Communications              2,250,000                 162,211             
International, Inc. (a)                                                         

SBC Communications, Inc.          7,832,800                 369,121             

COMMON STOCKS - CONTINUED                                                       

                                 SHARES                    VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED                                                           

TELEPHONE SERVICES - CONTINUED                                                  

Sprint Corp. (FON Group)          3,044,700                $ 298,761            

Telecom Italia Spa                9,218,712                 96,221              

                                                            5,807,563           

TOTAL UTILITIES                                             6,640,647           

TOTAL COMMON STOCKS                                         84,738,522          
(Cost $47,576,249)                                                              

PREFERRED STOCKS - 0.0%                                                         

CONVERTIBLE PREFERRED STOCKS                                                    
- 0.0%                                                                          

BASIC INDUSTRIES - 0.0%                                                         

CHEMICALS & PLASTICS - 0.0%                                                     

Sealed Air Corp. Series A,        416,242                   20,604              
$2.00                                                                           

NONCONVERTIBLE PREFERRED                                                        
STOCKS - 0.0%                                                                   

INDUSTRIAL MACHINERY &                                                          
EQUIPMENT - 0.0%                                                                

ELECTRICAL EQUIPMENT - 0.0%                                                     

Ampex Corp. 8% non-cumulative     1,379                     2,151               
(a)                                                                             

UTILITIES - 0.0%                                                                

TELEPHONE SERVICES - 0.0%                                                       

Telecom Italia Spa Risp           1,421,000                 8,435               

TOTAL NONCONVERTIBLE                                        10,586              
PREFERRED STOCKS                                                                

TOTAL PREFERRED STOCKS                                      31,190              
(Cost $31,219)                                                                  


                                                                [Download Table]

                                                                                  
NONCONVERTIBLE BONDS - 0.0%                                                       

MOODY'S RATINGS (UNAUDITED)         PRINCIPAL AMOUNT (000S)                       

FINANCE - 0.0%                                                                    

CREDIT & OTHER FINANCE - 0.0%                                                     

Macsaver Financial Services,   Ba1  $ 510                     405                 
Inc. 7.4% 2/15/02 (Cost $422)                                                     

COMMERCIAL MORTGAGE                                                               
SECURITIES - 0.0%                                                                 

MOODY'S RATINGS (UNAUDITED)         PRINCIPAL AMOUNT (000S)  VALUE (NOTE 1) (000S)

Bardell Associates Note Trust  -    $ 4,168                  $ 4,428              
 12.5%, 11/1/08 (e) (Cost                                                         
$4,237)                                                                           


                                                                [Download Table]

                                                                   
CASH EQUIVALENTS - 6.6%                                            

                               MATURITY AMOUNT (000S)              

Investments in repurchase      $ 3,700,068               3,699,562 
agreements (U.S. Treasury                                          
obligations), in a joint                                           
trading account at 4.92%,                                          
dated 3/31/99 due 4/1/99                                           

                               SHARES                              

Taxable Central Cash Fund (b)   2,298,719,503            2,298,720 

TOTAL CASH EQUIVALENTS                                   5,998,282 
(Cost $5,998,282)                                                  

TOTAL INVESTMENT IN                                    $ 90,772,827
SECURITIES - 100%                                                  
(Cost $53,610,409)                                                 


LEGEND                                                                          

(a) Non-income producing                                                        

(b) At period end, the seven-day yield on the Taxable Central Cash              
Fund was 4.86%. The yield refers to the income earned by investing in           
the fund over the seven-day period, expressed as an annual percentage.          

(c) Affiliated company                                                          

(d) Share amount represents number of units held.                               

(e) Restricted securities - Investment in securities not registered             
under the Securities Act of 1933.                                               

SECURITY                       ACQUISITION DATE  ACQUISITION COST (000S)        

Alliance Gaming Corp.          7/28/98           $ -                            

Bardell Associates Note Trust  4/19/94           $ 4,237                        
12.5%, 11/1/08                                                                  

INCOME TAX INFORMATION                                                          

At March 31, 1999, the aggregate cost of investment securities for              
income tax purposes was $53,779,643,000. Net unrealized appreciation            
aggregated $36,993,184,000, of which $38,446,286,000 related to                 
appreciated investment securities and $1,453,102,000 related to                 
depreciated investment securities.                                              

The fund hereby designates approximately $3,599,652,000 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)                          MARCH 31,                           
                      1999

ASSETS                                                                          

Investment in securities, at              $ 90,772,827                          
value (including repurchase                                                     
agreements of $3,699,562)                                                       
(cost $53,610,409) -  See                                                       
accompanying schedule                                                           

Receivable for investments                 342,488                              
sold                                                                            

Receivable for fund shares                 124,248                              
sold                                                                            

Dividends receivable                       93,773                               

Interest receivable                        9,471                                

Other receivables                          7,983                                

TOTAL ASSETS                              91,350,790                          

LIABILITIES                                                                     

Payable for investments        $ 378,750                                        
purchased                                                                       

Payable for fund shares         210,366                                         
redeemed                                                                        

Accrued management fee          32,740                                          

Other payables and accrued      14,076                                          
expenses                                                                        

TOTAL LIABILITIES                         635,932                             

NET ASSETS                                $ 90,714,858                          

Net Assets consist of:                                                          

Paid in capital                           $ 48,161,895                          

Undistributed net investment               178,509                              
income                                                                          

Accumulated undistributed net              5,212,401                            
realized gain (loss) on                                                         
investments and foreign                                                         
currency transactions                                                           

Net unrealized appreciation                37,162,053                           
(depreciation) on                                                               
investments and assets and                                                      
liabilities in foreign                                                          
currencies                                                                      

NET ASSETS, for 699,128                   $ 90,714,858                          
shares outstanding                                                              

NET ASSET VALUE and                        $129.75                              
redemption price per share                                                      
($90,714,858 (divided by)                                                       
699,128 shares)                                                                 

Maximum offering price per                 $133.76                              
share (100/97.00 of $129.75)                                                    

STATEMENT OF OPERATIONS                                                         
AMOUNTS IN THOUSANDS               YEAR                                         
          ENDED MARCH 31, 1999

INVESTMENT INCOME                             $ 784,173                         
Dividends (including $19,650                                                    
received from  affiliated                                                       
issuers)                                                                        

Interest                                       168,581                          

TOTAL INCOME                                  952,754                         

EXPENSES                                                                        

Management fee Basic fee         $ 445,647                                      

Performance adjustment           (119,834)                                    

Transfer agent fees               133,625                                       

Accounting fees and expenses      1,194                                         

Non-interested trustees'          434                                           
compensation                                                                    

Custodian fees and expenses       2,338                                         

Registration fees                 2,125                                         

Audit                             215                                           

Legal                             610                                           

Miscellaneous                     122                                           

Total expenses before            466,476                                      
reductions                                                                      

Expense reductions               (11,484)     454,992                         

NET INVESTMENT INCOME                          497,762                          

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

Investment securities            7,012,810                                    
(including realized gain of                                                     
$165,561 on sales of                                                        
investments in affiliated                                                       
issuers)                                                                        

Foreign currency transactions    (1,046)      7,011,764                       

Change in net unrealized                                                        
appreciation (depreciation)                                                     
on:                                                                             

Investment securities            10,747,936                                   

Assets and liabilities in        (95)         10,747,841                      
foreign currencies                                                              

NET GAIN (LOSS)                                17,759,605                       

NET INCREASE (DECREASE) IN                    $ 18,257,367                      
NET ASSETS RESULTING  FROM                                                      
OPERATIONS                                                                      

                                                        [Enlarge/Download Table]

                                                                                     
STATEMENT OF CHANGES IN NET ASSETS                                                   
AMOUNTS IN THOUSANDS             YEAR ENDED MARCH 31, 1999  YEAR ENDED MARCH 31, 1998

INCREASE (DECREASE) IN NET                                                           
ASSETS                                                                               

Operations Net investment        $ 497,762                  $ 474,821                
income                                                                               

 Net realized gain (loss)         7,011,764                  4,386,409               

 Change in net unrealized         10,747,841                 17,839,293              
appreciation (depreciation)                                                          

 NET INCREASE (DECREASE) IN       18,257,367                 22,700,523              
NET ASSETS RESULTING  FROM                                                           
OPERATIONS                                                                           

Distributions to shareholders     (449,343)                  (794,010)               
From net investment income                                                           

 From net realized gain           (3,441,624)                (3,324,791)             

 TOTAL DISTRIBUTIONS              (3,890,967)                (4,118,801)             

Share transactions Net            14,971,374                 11,459,995              
proceeds from sales of shares                                                        

 Reinvestment of distributions    3,818,924                  4,050,132               

 Cost of shares redeemed          (14,410,125)               (13,367,016)            

 NET INCREASE (DECREASE) IN       4,380,173                  2,143,111               
NET ASSETS RESULTING  FROM                                                           
SHARE TRANSACTIONS                                                                   

  TOTAL INCREASE (DECREASE)       18,746,573                 20,724,833              
IN NET ASSETS                                                                        

NET ASSETS                                                                           

 Beginning of period              71,968,285                 51,243,452              

 End of period (including        $ 90,714,858               $ 71,968,285             
undistributed net investment                                                         
income of $178,509 and                                                               
$152,096, respectively)                                                              

OTHER INFORMATION                                                                    
Shares                                                                               

 Sold                             132,746                    119,540                 

 Issued in reinvestment of        34,759                     44,167                  
distributions                                                                        

 Redeemed                         (129,759)                  (141,304)               

 Net increase (decrease)          37,746                     22,403                  


                                                                [Download Table]

                                                                                
FINANCIAL HIGHLIGHTS                                                            
YEARS ENDED MARCH 31,           1999      1998      1997      1996      1995    

SELECTED PER-SHARE DATA                                                         

Net asset value, beginning      $ 108.82  $ 80.20   $ 87.52   $ 72.44   $ 69.72 
of period                                                                       

Income from Investment                                                          
Operations                                                                      

Net investment income            .73 C     .73 C     1.38 C    .79       .27    

Net realized and unrealized      26.02     34.35     5.25      19.57     5.22   
gain (loss)                                                                     

Total from investment            26.75     35.08     6.63      20.36     5.49   
operations                                                                      

Less Distributions                                                              

 From net investment income      (.67)     (1.25)    (1.10)    (.59)     (.14)  

From net realized gain           (5.15)    (5.21)    (12.85)   (4.69)    (2.63) 

Total distributions              (5.82)    (6.46)    (13.95)   (5.28)    (2.77) 

Net asset value, end of period  $ 129.75  $ 108.82  $ 80.20   $ 87.52   $ 72.44 

TOTAL RETURN A, B                25.63%    45.41%    9.11%     28.43%    8.21%  

RATIOS AND SUPPLEMENTAL DATA                                                    

Net assets, end of period       $ 90,715  $ 71,968  $ 51,243  $ 56,179  $ 39,803
(in millions)                                                                   

Ratio of expenses to average     .62%      .62%      .66%      .95%      .99%   
net assets                                                                      

Ratio of expenses to average     .60% D    .61% D    .64% D    .92% D    .96% D 
net assets after expense                                                        
reductions                                                                      

Ratio of net investment          .66%      .77%      1.75%     .95%      .39%   
income to average net assets                                                    

Portfolio turnover rate          37%       34%       67%       155%      120%   


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

NOTES TO FINANCIAL STATEMENTS                                                   
For the period ended March 31, 1999                                             

1. SIGNIFICANT ACCOUNTING POLICIES.                                             

Fidelity Magellan Fund (the fund) is registered under the Investment            
Company Act of 1940, as amended, as an open-end management investment           
company organized as a Massachusetts business trust and is authorized           
to issue an unlimited number of shares. Effective the close of                  
business on September 30, 1997, the fund was closed to new accounts.            
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 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 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.                                                  

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                                  

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.                                                        

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

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

2. OPERATING POLICIES.                                                          

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

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

2. OPERATING POLICIES - CONTINUED                                               

JOINT TRADING ACCOUNT - CONTINUED                                               

in one or more repurchase agreements for U.S. Treasury or Federal               
Agency obligations.                                                             

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

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

WHEN-ISSUED SECURITIES. The fund may purchase or sell securities on a           
when-issued basis. Payment and delivery may take place a month or more          
after the date of the transaction. The price of the underlying                  
securities is fixed at the time the transaction is negotiated. The              
fund may receive compensation for interest forgone in the purchase of           
a when-issued security. With respect to purchase commitments, the fund          
identifies securities as segregated in its records with a value at              
least equal to the amount of the commitment. Losses may arise due to            
changes in the market value of the underlying securities, if the                
counterparty does not perform under the contract, or if the issuer              
does not issue the securities due to political, economic, or other              
factors.                                                                        

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, restricted securities (excluding 144A                 
issues) amounted to $4,446,000 or 0.0% of net assets.                           

3. PURCHASES AND SALES OF INVESTMENTS.                                          

Purchases and sales of securities, other than short-term securities,            
aggregated $27,009,574,000 and $29,630,417,000, respectively.                   

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.                                 

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a                
monthly basic fee that is calculated on the basis of a group fee rate           
plus a fixed individual fund fee rate applied to the average net                
assets of the fund. The group fee rate is the weighted average of a             
series of rates and is based on the monthly average net assets of all           
the mutual funds advised by FMR. The rates ranged from .2500% to                
.5200% for the period. The annual individual fund fee rate is .30%. In        
the event that these rates were lower than the contractual rates in             
effect during the period, FMR voluntarily implemented the above rates,          
as they resulted in the same or a lower management fee. The basic fee           
is subject to a performance adjustment (up to a maximum of                      
(plus/minus).20% of the fund's average net assets over the performance          
period) based on the fund's investment performance as compared to the           
appropriate index over a specified period of time. For the period, the          
management fee was equivalent to an annual rate of .43% of average net          
assets after the performance adjustment.                                        

SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),            
an affiliate of FMR and the general distributor of the fund, received           
sales charges of $9,936,000 on sales of shares of the fund of which             
$9,916,000 was retained.                                                        

TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an                   
affiliate of FMR, is the fund's transfer, dividend disbursing and               
shareholder servicing agent. FSC receives account fees and asset-based          
fees that vary according to account size and type of account. FSC pays          
for typesetting, printing and mailing of all shareholder reports,               
except proxy statements. For the period, the transfer agent fees were           
equivalent to an annual rate of .18% of average net assets.                     

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

BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio               
transactions with brokerage firms which are affiliates of FMR. The              
commissions paid to these affiliated firms were $4,324,000 for the              
period.                                                                         

5. EXPENSE REDUCTIONS.                                                          

FMR has directed certain portfolio trades to brokers who paid a                 
portion of the fund's expenses. For the period, the fund's expenses             
were reduced by $6,956,000 under this arrangement.                              

In addition, the fund has entered into arrangements with its custodian          
and transfer agent whereby credits realized as a result of uninvested           
cash balances were used to reduce a portion of the fund's expenses.             
During the period, the fund's custodian and transfer agent fees were            
reduced by $10,000 and $4,518,000, respectively, under these                    
arrangements.                                                                   

6. TRANSACTIONS WITH AFFILIATED COMPANIES.                                      

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

                                                        [Enlarge/Download Table]

                                                                                      
SUMMARY OF TRANSACTIONS WITH                                                          
AFFILIATED COMPANIES                                                                  

AMOUNTS IN THOUSANDS           PURCHASE COST  SALES COST  DIVIDEND INCOME  VALUE      
AFFILIATE                                                                             

Aeroquip-Vickers, Inc.         $ -            $ 1,280     $ 317            $ -        

Anadarko Petroleum Corp.        -              54,191      1,514            245,753   

Assisted Living Concepts, Inc.  -              3,358       -                -         

Black & Decker Corp.            8,727          26,391      2,429            264,991   

Canadian Natural Resources      -              30,868      -                -         
Ltd.                                                                                  

Carematrix Corp.                -              218         -                -         

Case Corp.                      -              64,821      956              105,053   

Comdisco, Inc.                  -              18,679      772              -         

Extended Stay America, Inc.     10,345         -           -                59,695    

Halter Marine Group, Inc.       -              1,222       -                -         

Hanna (M.A.) Co.                -              6,522       634              -         

Host Marriott Services Corp.    -              1,773       -                19,117    

Host Marriott Corp.             -              17,480      2,631            139,378   

IDEX Corp.                      -              2,015       440              -         

Lafarge Corp.                   2,632          14,000      2,501            124,856   

Landstar System, Inc.           -              6,112       -                20,577    

Leggett & Platt, Inc.           -              4,659       4,114            248,334   

Oakwood Homes Corp.             -              -           149              52,301    

Omnicom Group, Inc.             -              269         1,063            -         

Polo Ralph Lauren Corp. Class   13,160         -           -                46,382    
A                                                                                     

Prime Hospitality Corp.         -              4,950       -                -         

Pulte Corp.                     -              20,342      503              58,275    

Renaissance Energy Ltd.         -              -           -                -         

Smith (A.O.) Corp. Class B      -              10,173      303              -         

Southdown, Inc.                 9,348          31,097      777              -         

Swift Transportation Co., Inc.  -              6,808       -                68,135    

Synetic, Inc.                   -              -           -                64,680    

Trinity Industries, Inc.        -              29,852      547              -         

UCAR International, Inc.        -              18,986      -                -         

USG Corp.                       -              -           -                -         

TOTALS                         $ 44,212       $ 376,066   $ 19,650         $ 1,517,527


REPORT OF INDEPENDENT ACCOUNTANTS                                               

To the Trustees and the Shareholders of Fidelity Magellan 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 Magellan Fund at March 31, 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 Magellan 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 March 31, 1999 by correspondence with the custodian            
and brokers, provide a reasonable basis for the opinion expressed               
above.                                                                          

/s/PricewaterhouseCoopers LLP                                                   
PricewaterhouseCoopers LLP                                                      

Boston, Massachusetts                                                           
May 7, 1999                                                                     

DISTRIBUTIONS                                                                   

The Board of Trustees of Fidelity Magellan Fund voted to pay on May             
10, 1999, to shareholders of record at the opening of business on May           
7, 1999, a distribution of $7.19 per share derived from capital gains           
realized from sales of portfolio securities and a dividend of $.23 per          
share from net investment income.                                               

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

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

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

OF SPECIAL NOTE                                                                 

INTRODUCING FIDELITY'S NEW, REORGANIZED PROSPECTUS                              

Recently, the SEC issued new disclosure requirements for all mutual             
fund prospectuses. While Fidelity could have complied by simply                 
following the new requirements, we saw a different opportunity. We saw          
the chance to create a brand new prospectus: one that is better                 
organized, easier to use and more informative than ever.                        

The new format of the Fidelity mutual fund prospectus puts the                  
information you need to make informed investment decisions right at             
your fingertips. In the opening pages, you will find the SEC-mandated           
summary that highlights the fund's investment objectives, strategies            
and risks. There's also an easy-to-read performance chart and fee               
table right up front.                                                           

Inside, you will find additional features we've introduced to make the          
fund prospectus a more useful tool. In our new Shareholder Information          
section, for example, we have provided practical, beneficial                    
information - from how to buy or sell shares, key contact information,          
investment services, ways to set up your account and more - all in one          
convenient location.                                                            

We invite you to spend a moment and review our new prospectus. It is            
designed to help make your investment decision easier, no matter which          
of the Fidelity funds you invest in.                                            

MANAGING YOUR INVESTMENTS                                                       

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

BY PHONE                                                                        

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

(PHONE_GRAPHIC)TOUCHTONE XPRESS                                                 
1-800-544-5555                                                                  
PRESS                                                                           
1 For mutual fund and brokerage trading.                                        

2 For quotes.*                                                                  

3 For account balances and holdings.                                            

4 To review orders and mutual                                                   
fund activity.                                                                  

5 To change your PIN.                                                           

*0  To speak to a Fidelity representative.                                      

BY PC                                                                           

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

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

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

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

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

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

TO WRITE FIDELITY                                                               

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

(LETTER_GRAPHIC)MAKING CHANGES                                                  
TO YOUR ACCOUNT                                                                 
(such as changing name, address, bank, etc.)                                    

Fidelity Investments                                                            
P.O. Box 770001                                                                 
Cincinnati, OH 45277-0002                                                       

(LETTER_GRAPHIC)FOR NON-RETIREMENT                                              
ACCOUNTS                                                                        

BUYING SHARES                                                                   

Fidelity Investments                                                            
P.O. Box 770001                                                                 
Cincinnati, OH 45277-0003                                                       

OVERNIGHT EXPRESS                                                               
Fidelity Investments                                                            
2300 Litton Lane - KH1A                                                         
Hebron, KY 41048                                                                

SELLING SHARES                                                                  

Fidelity Investments                                                            
P.O. Box 660602                                                                 
Dallas, TX 75266-0602                                                           

OVERNIGHT EXPRESS                                                               
Fidelity Investments                                                            
Attn: Redemptions - CP6I                                                        
400 East Las Colinas Blvd.                                                      
Irving, TX 75039-5517                                                           

GENERAL CORRESPONDENCE                                                          

Fidelity Investments                                                            
P.O. Box 500                                                                    
Merrimack, NH 03054-0500                                                        

(LETTER_GRAPHIC)FOR RETIREMENT                                                  
ACCOUNTS                                                                        

BUYING SHARES                                                                   

Fidelity Investments                                                            
P.O. Box 770001                                                                 
Cincinnati, OH 45277-0003                                                       

SELLING SHARES                                                                  

Fidelity Investments                                                            
P.O. Box 660602                                                                 
Dallas, TX 75266-0602                                                           

OVERNIGHT EXPRESS                                                               
Fidelity Investments                                                            
Attn: Redemptions - CP6R                                                        
400 East Las Colinas Blvd.                                                      
Irving, TX 75039-5517                                                           

GENERAL CORRESPONDENCE                                                          

Fidelity Investments                                                            
P.O. Box 500                                                                    
Merrimack, NH 03054-0500                                                        

INVESTMENT ADVISER                                                              
Fidelity Management & Research Company                                          
Boston, MA                                                                      

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

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

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

ADVISORY BOARD                                                                  
J. Gary Burkhead                                                                

GENERAL DISTRIBUTOR                                                             
Fidelity Distributors Corporation                                               
Boston, MA                                                                      

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

MAG-ANN-0599  76040                                                             
1.702307.101                                                                    

CUSTODIAN                                                                       
State Street Bank and Trust Company                                             
Quincy, MA                                                                      

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

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

* INDEPENDENT TRUSTEES                                                          

AUTOMATED LINE FOR QUICKEST SERVICE                                           

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

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-30D’ Filing		Date		Other Filings
Filed on:		5/14/99
		5/10/99
		5/7/99
For Period End:		3/31/99		13F-NT,  24F-2NT,  NSAR-B
		10/31/98
		9/30/98		13F-E,  N-30D,  NSAR-A
		7/31/98
		3/31/98		13F-E,  24F-2NT,  N-30D,  NSAR-B
		9/30/97		13F-E,  N-30D,  NSAR-A
				List all Filings