SUPPLEMENT TO THE FIDELITY GROWTH COMPANY FUND AND FIDELITY EMERGING
GROWTH FUND JANUARY 28, 1998 PROSPECTUS
On September 17, 1998 the Board of Trustees of Fidelity Emerging
Growth Fund authorized elimination of the fund's 3% front-end sales
charge. Beginning September 30, 1998, purchases of shares of the fund
will not be subject to a sales charge.
The following information replaces similar information found in the
"Expenses" section beginning on page 4.
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell shares of a fund. In addition, you may be charged an annual
account maintenance fee if your account balance falls below $2,500.
See "Transaction Details," page 27, for an explanation of how and when
these charges apply.
SALES CHARGE ON PURCHASES                                   NONE    
AND REINVESTED DISTRIBUTIONS                                        
 
DEFERRED SALES CHARGE ON REDEMPTIONS                        NONE    
 
REDEMPTION FEE (SHORT-TERM TRADING FEE)                             
ON SHARES HELD LESS THAN 90 DAYS                                    
(AS A % OF AMOUNT REDEEMED)                                         
 
FOR EMERGING GROWTH ONLY                                    0.75%   
 
ANNUAL ACCOUNT MAINTENANCE FEE (FOR ACCOUNTS UNDER $2,500)  $12.00  
 
EXAMPLES: Let's say, hypothetically, that each fund's annual return is
5% and that your shareholder transaction expenses and each fund's
annual operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses
if you close your account after the number of years indicated:
EMERGING GROWTH
1 YEAR    $ 11   
 
3 YEARS   $ 35   
 
5 YEARS   $ 60   
 
10 YEARS  $ 133  
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected expenses or returns, all of which may vary.
The following information replaces similar information found in the
"How to Buy Shares" section on page 20.
THE PRICE TO BUY ONE SHARE of each fund is the fund's net asset value
per share (NAV). Each fund's shares are sold without a sales charge.
Your shares will be purchased at the next NAV calculated after your
investment is received in proper form. Each fund's NAV is normally
calculated each business day at 4:00 p.m. Eastern time.
The following information found in the "Transaction Details" section
on page 28 is no longer applicable.
THE OFFERING PRICE of Emerging Growth is the fund's NAV divided by the
difference between one and the applicable sales charge percentage. The
maximum sales charge is 3.00% of the offering price.
The following information replaces similar information found in the
"Transaction Details" section on page 30.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC may, at its own expense, provide promotional incentives to
qualified recipients who support the sale of shares of the funds
without reimbursement from the funds. Qualified recipients are
securities dealers who have sold fund shares or others, including
banks and other financial institutions, under special arrangements in
connection with FDC's sales activities. In some instances, these
incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or
expected sale of significant amounts of shares.
Due to the elimination of the sales charge the section entitled "Sales
Charge Reductions and Waivers" beginning on page 31 is no longer
applicable.