<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Government Securities Fund
(Name of Registrant)
File No. 2-62529
</PAGE>
<PAGE>
FILE NO. 2-62529
Fidelity Government Securities 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 September 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
29,165,193 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
43,597,123 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
43,597,123 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
43,597,123
$
443,439,151
Redemptions See Note (2) :
(43,597,123)
$
(443,439,151)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended September 30, 1994
, aggregated
49,752,437
and $497,385,873
, 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
</TABLE>
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 Government Securities Fund
:
By John H. Costello
Assistant Treasurer
</PAGE>
November 17, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Government Securities Fund
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Government Securities Fund (the Fund) is a Massachusetts
business trust created under a written Declaration of Trust dated
September 20, 1991, executed and delivered in Boston,
Massachusetts on that date and filed with the Secretary of the
Commonwealth on October 7, 1991. On December 31, 1991 the
Fund adopted the registration of Fidelity Government Securities
Fund (a limited partnership).
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 Fund 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. Said section provides that the
Trustees shall have full power and authority, in their sole discretion
and, so far as provided in the Declaration of Trust, without
obtaining any prior authorization or vote of the shareholders of the
Fund 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 are empowered to accept investments in
the Fund in cash or securities from such persons and on such terms
as they may from time to time authorize. Such investments in the
Fund, subsequent to the initial contribution of capital, shall be
credited to the shareholders account in the form of full and
fractional shares of the Fund 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 Fund and, (b) issue fractional
shares.
By a vote adopted on September 20, 1991, the Board of Trustees
authorized the issue and sale of an unlimited number of shares of
beneficial interest of this Fund in accordance with the terms
included in the Registration Statement 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 Fund has registered an
indefinite number of shares under the Securities Act of 1933. I
further understand that, pursuant to the provisions of Rule 24f-2,
the fund is about to file with the Securities and Exchange
Commission a notice making definite the registration of 43,597,123
shares of the fund sold in reliance upon Rule 24f-2 during the fiscal
year ended September 30, 1994 (the "Shares").
I am of the opinion that all necessary fund action precedent to the
issue of Shares has been duly taken, and that all the Shares were
legally and validly issued and are fully paid and nonassessable,
except as described in the fund's Statement of Additional
Information under the heading "Description of the Fund". In
rendering this opinion, I rely on the representation by the fund that
it or its agent received consideration for the Shares in accordance
with the 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 the sale of 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.
Very truly yours,
/s/ Stuart E. Fross
Stuart E. Fross, Esq.
Mr. John Costello
November 17, 1994
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