24F-2NT

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

"Rule 24f-2 Notice"

Fidelity Mt. Vernon Street Trust


(Name of Registrant)

File No. 2-79755






FILE NO. 2-79755


Fidelity Mt. Vernon Street Trust
: Fidelity Emerging Growth Fund


RULE 24F-2 - FILED PURSUANT TO RULE

24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940

(i)   Fiscal Year for Which Notice Filed

Fiscal year ended November 30, 1993


(ii)    Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2

No shares


(iii)     Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2

No shares


(iv)    Number of Securities Sold During Fiscal Year

12,313,050 shares


For information relating to the calculation of the filing fee,
see Note (1) below.

(v)   Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2

12,313,050 shares








Number of Shares

Aggregate Price







Sales Pursuant to Rule 24f-2:

        
12,313,050

$ 
226,923,371

Redemptions See Note (2) : 

        
(12,313,050)

$ 
(226,923,371)


Note (2) :    The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended November 30, 1993
, aggregated
17,491,439
 and $313,667,592
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.

Net Sales Pursuant to Rule 24f-2:

0

$
0




Note (1) :  Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0


Fidelity Mt. Vernon Street Trust
:

Fidelity Emerging Growth Fund


By  John H. Costello

        Assistant Treasurer





FILE NO. 2-79755


Fidelity Mt. Vernon Street Trust
: Fidelity Growth Company Fund


RULE 24F-2 - FILED PURSUANT TO RULE

24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940

(i)   Fiscal Year for Which Notice Filed

Fiscal year ended November 30, 1993


(ii)    Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2

No shares


(iii)     Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2

No shares


(iv)    Number of Securities Sold During Fiscal Year

59,882,303 shares


For information relating to the calculation of the filing fee,
see Note (1) below.

(v)   Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2

59,882,303 shares








Number of Shares

Aggregate Price







Sales Pursuant to Rule 24f-2:

        
59,882,303

$ 
1,748,848,938

Redemptions:

        
(46,640,584)

$ 
(1,356,341,836)

Net Sales Pursuant to Rule 24f-2:

        
13,241,719

$ 
392,507,102




Note (1) :  Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $135,348.22


Fidelity Mt. Vernon Street Trust
:

Fidelity Growth Company Fund


By  John H. Costello

        Assistant Treasurer





FILE NO. 2-79755


Fidelity Mt. Vernon Street Trust
: Fidelity New Millenium Fund


RULE 24F-2 - FILED PURSUANT TO RULE

24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940

(i)   Fiscal Year for Which Notice Filed

Fiscal year ended November 30, 1993


(ii)    Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2

No shares


(iii)     Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2

No shares


(iv)    Number of Securities Sold During Fiscal Year

37,507,976 shares


For information relating to the calculation of the filing fee,
see Note (1) below.

(v)   Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2

37,507,976 shares








Number of Shares

Aggregate Price







Sales Pursuant to Rule 24f-2:

        
37,507,976

$ 
417,244,609

Redemptions:

        
(16,276,361)

$ 
(184,985,120)

Net Sales Pursuant to Rule 24f-2:

        
21,231,615

$ 
232,259,489




Note (1) :  Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $80,090.04


Fidelity Mt. Vernon Street Trust
:

Fidelity New Millenium Fund


By  John H. Costello

        Assistant Treasurer

EX-99

 
 
January 19, 1994 
 
 
 
Mr. John Costello, Assistant Treasurer 
Fidelity Mt. Vernon Street Trust (the trust) 
82 Devonshire Street 
Boston, MA 02109 
 
Dear Mr. Costello: 
 
Fidelity Mt. Vernon Street Trust (the trust) is a Massachusetts business trust 
created under the name Fidelity Emerging Growth Fund under a written 
Declaration of Trust dated October 12, 1982, executed and delivered in 
Boston, Massachusetts.  The trust's name was changed to Fidelity Growth 
Stock Fund by a supplement to the Declaration of Trust dated December 17, 
1982, filed with the Secretary of the Commonwealth of Massachusetts on 
December 28, 1982.  Its name was further changed to Fidelity Mercury Fund 
by a supplement to the Declaration of Trust dated and filed with the Secretary 
of the Commonwealth of Massachusetts on January 28, 1983.  The trust's 
name was changed to Fidelity Growth Company Fund by a vote of 
shareholders on July 23, 1986, and an Amended and Restated Declaration of 
Trust was filed with the Secretary of the Commonwealth of Massachusetts on 
August 20, 1986.  A supplement to the Declaration of Trust was filed with the 
Secretary of the Commonwealth of Massachusetts on December 11, 1989.  
The trust's name was changed to Fidelity Mount Vernon Street Trust by a 
supplement to the Declaration of Trust which was adopted December 13, 
1990 and filed with the Secretary of the Commonwealth of Massachusetts on 
January 11, 1991.  The trust's name was changed to Fidelity Mt. Vernon 
Street Trust by an amended and restated supplement to the Declaration of 
Trust filed with the Secretary of the Commonwealth of Massachusetts on 
January 31, 1991. 
 
I have conducted such legal and factual inquiry as I have deemed necessary 
for the purpose of rendering this opinion. 
 
Under Article III, Section 1, of the Declaration of Trust, the beneficial 
interest in the trust shall be divided into such transferable Shares of one 
or more separate and distinct Series as the Trustees shall from time to time 
create and establish.  The number of Shares is unlimited and each Share shall 
be without par value and shall be fully paid and nonassessable.  The Trustees 
shall have full power and authority, in their sole discretion and without 
obtaining any prior authorization or vote of the Shareholders of the trust 
to create and establish (and to change in any manner) Shares with such 
preferences, voting powers, rights and privileges as the Trustees may from 
time to time determine, to divide or combine the Shares into a greater or 
lesser number, to classify or reclassify any issued Shares into one or more 
Series of Shares, to abolish any one or more Series of Shares, and to take 
such other action with respect to the Shares as the Trustees may deem 
desirable. 
 
Under Article III, Section 4, the Trustees shall accept investments in the 
trust from such persons and on such terms as they may from time to time 
authorize.  Such investments may be in the form of cash or securities in which 
the appropriate Series is authorized to invest, valued as provided in Article 
X, Section 3.  After the date of the initial contribution of capital, the 
number of Shares to represent the initial contribution may in the Trustees' 
discretion be considered as outstanding and the amount received by the 
Trustees on account of the contribution shall be treated as an asset of the 
trust. Subsequent investments in the trust shall be credited to each 
Shareholder's account in the form of full Shares at the Net Asset Value per 
Share next determined after the investment is received; provided, however, 
that the Trustees may, in their sole discretion, (a) impose a sales charge 
upon investments in the trust and (b) issue fractional Shares. 
 
By a vote adopted on October 12, 1982, and amended on February 22, 1985, 
the Board of Trustees authorized the issue and sale, from time to time, of 
an unlimited number of shares of beneficial interest of this trust in 
accordance with the terms included in the then current Prospectus and 
Statement of Additional Information and subject to the limitations of the 
Declaration of Trust and any amendments thereto. 
 
I understand from you that, pursuant to Rule 24f-2 under the Investment 
Company Act of 1940, the trust has registered an indefinite number of shares 
of beneficial interest under the Securities Act of 1933.  I further 
understand that, pursuant to the provisions of Rule 24f-2, the trust intends 
to file with the Securities and Exchange Commission a Notice making definite 
the registration of 109,703,329 shares of the trust (the "Shares") sold in 
reliance upon Rule 24f-2 during the fiscal year ended November 30, 1993. 
 
I am of the opinion that all necessary trust action precedent to the issue of 
Shares, has been duly taken, and that all Shares were legally and validly 
issued, and are fully paid and nonassessable except as described in the 
Statement of Additional Information under the heading "Shareholder and 
Trustee Liability."  In rendering this opinion, I rely on the representation 
by the trust that it or its agent received consideration for the Shares in 
accordance with the trust's Declaration of Trust, and I express no opinion as 
to compliance with the Securities Act of 1933, the Investment Company Act of 
1940 or applicable state "Blue Sky" or securities laws in connection with 
sales of the Shares. 
 
I hereby consent to the filing of this opinion with the Securities and 
Exchange Commission in connection with a Rule 24f-2 Notice which you are about 
to file under the 1940 Act with said Commission. 
 
Sincerely, 
 
 
/s/Arthur S. Loring, Esq. 
Arthur S. Loring, Esq. 
Vice President-Legal