FIDELITY SECURITIES FUND
497, 1994-01-13
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OTC PORTFOLIO
SUPPLEMENT TO THE PROSPECTUS DATED SEPTEMBER 25, 1993
   T    he following information replaces the fourth paragraph under the
heading    "    Share Price" on page 11.
   T    he fund's sales charge may be reduced if you invest directly with
Fidelity or    t    hrough prototype or prototype-like retirement plans
sponsored by FMR or FMR    C    orp. Purchases made with assistance or
intervention from a financial intermedi   a    ry are not eligible. The
amount you invest, plus the value of your account, must fall within the
ranges shown below. Call Fidelity to see if your purchase qualifies   .    
   R    anges                  Sales charge   Net amount invested   
 
   $    0 - 249,999          3%                3.09%                
 
   $    250,000 - 499,999    2%                2.04%                
 
   $    500,000 - 999,999    1%                1.01%                
 
   $    1,000,000 or more    none              none                 
 
   T    he sales charge will also be reduced by the percentage of any sales
charge you    p    reviously paid on investments in other Fidelity funds
(not including Fidelity's    F    oreign Currency Funds). Similarly, your
shares carry credit for any sales charge    y    ou would have paid if the
reductions in the table above had not been available.    T    hese sales
charge credits only apply if you continuously owned Fidelity fund
   s    hares or a Fidelity brokerage core account, or participated in The
CORPORATE   p    lan for Retirement Program, and only to purchases made in
one of the following    w    ays:  (i) by exchange from another Fidelity
fund; (ii) with proceeds of a transac   t    ion within a Fidelity
brokerage core account, including any free credit balance,    c    ore
money market fund, or margin availability, to the extent such proceeds were
   d    erived from redemption proceeds from another Fidelity fund; (iii)
with redemp   t    ion proceeds from one of Fidelity's Foreign Currency
Funds, if the Foreign Cur   r    ency Fund shares were originally purchased
with redemption proceeds from a    F    idelity fund; (iv) through the
Directed Dividends Option (see page 14); or (v) by    p    articipants in
The CORPORATEplan for Retirement Program when shares are    p    urchased
through plan-qualified loan repayments, and for exchanges into and
   o    ut of the Managed Income Portfolio. 
   T    he following information supplements the seventh paragraph under
the heading    "    Share Price" on page 12.
   E    ffective February 1, 1994, the sales charge paid to qualified
recipients will be    2    .25% of the fund's offering price.
   O    TC-93-4  December 17, 1993
OTC PORTFOLIO
SUPPLEMENT TO THE PROSPECTUS DATED SEPTEMBER 25, 1993
   t    he following information replaces the fourth paragraph under the
heading "Share    P    rice" on page 11.
   T    he fund's sales charge may be reduced if you invest directly with
Fidelity or    t    hrough prototype or prototype-like retirement plans
sponsored by FMR or FMR    C    orp. Purchases made with assistance or
intervention from a financial intermedi   a    ry are not eligible. The
amount you invest, plus the value of your account, must    f    all within
the ranges shown below. Call Fidelity to see if your purchase qualifies.
   R    anges                  Sales charge   Net amount invested   
 
   $    0 - 249,999          3%                3.09%                
 
   $    250,000 - 499,999    2%                2.04%                
 
   $    500,000 - 999,999    1%                1.01%                
 
   $    1,000,000 or more    none              none                 
 
   T    he sales charge will also be reduced by the percentage of any sales
charge you    p    reviously paid on investments in other Fidelity funds
(not including Fidelity's    F    oreign Currency Funds). Similarly, your
shares carry credit for any sales charge    y    ou would have paid if the
reductions in the table above had not been available.    T    hese sales
charge credits only apply if you continuously owned Fidelity fund
   s    hares or a Fidelity brokerage core account, or participated in The
CORPORATE   p    lan for Retirement Program, and only to purchases made in
one of the following    w    ays:  (i) by exchange from another Fidelity
fund; (ii) with proceeds of a transac   t    ion within a Fidelity
brokerage core account, including any free credit balance,    c    ore
money market fund, or margin availability, to the extent such proceeds were
   d    erived from redemption proceeds from another Fidelity fund; (iii)
with redempt   i    on proceeds from one of Fidelity's Foreign Currency
Funds, if the Foreign Cur   r    ency Fund shares were originally purchased
with redemption proceeds from a    F    idelity fund; (iv) through the
Directed Dividends Option (see page 14); or (v) by    p    articipants in
The CORPORATEplan for Retirement Program when shares are    p    urchased
through plan-qualified loan repayments, and for exchanges into and
   o    ut of the Managed Income Portfolio. 
   T    he following information supplements the seventh paragraph under
the heading    "    Share Price" on page 12.
   E    ffective February 1, 1994, the sales charge paid to qualified
recipients will be    2    .25% of the fund's offering price.
   O    TC-93-4  December 17, 1993
OTC PORTFOLIO
SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED SEPTEMBER 25, 1993
   A    DDITIONAL PURCHASE AND REDEMPTION INFORMATION.  The fund's sales
charge may be reduced    t    o reflect sales charges previously paid, or
that would have been paid absent a reduction as noted    i    n the
prospectus, in connection with investments in other Fidelity funds. This
includes reduc   t    ions for investments in prototype or prototype-like
retirement plans sponsored by FMR or FMR    C    orp., which are listed on
page 13.
MANAGEMENT CONTRACT.  Effective November 1, 1993, FMR agreed to voluntarily
adopt the revised group fee rate schedule shown below for purposes of
calculating the group fee component of the management fee.  The revised
schedule provides for lower management fees as total assets under
management increase, and it will be presented to shareholders for approval
at the next shareholder meeting.
 GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
     Average Group   Annualized   Group Net    Effective Annual Fee    
 Assets               Rate         Assets      Rate                    
 
0 - $  3 billion      .520%    $ 0.5 billion   .5200%   
 
3 -    6              .490      25             .4238    
 
6 -    9              .460      50             .3823    
 
9 -    12             .430      75             .3626    
 
12 -   15             .400     100             .3512    
 
15 -   18             .385     125             .3430    
 
18 -   21             .370     150             .3371    
 
21 -   24             .360     175             .3325    
 
24 -   30             .350     200             .3284    
 
30 -   36             .345     225             .3253    
 
36 -   42             .340     250             .3223    
 
42 -   48             .335     275             .3198    
 
48 -   66             .325     300             .3175    
 
66 -   84             .320     325             .3153    
 
84 -   102            .315     350             .3133    
 
102 -   138           .310                              
 
138 -   174           .305                              
 
174 -   228           .300                              
 
228 -   282           .295                              
 
282 -   336           .290                              
 
           Over 336   .285                              
 
   O    TCB-93-4 December 17, 1993



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