FIDELITY SECURITIES FUND, N-30D, 1994-09-08

FIDELITY SECURITIES FUND
N-30D, 1994-09-08

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FIDELITY

(registered trademark)
GROWTH & INCOME
PORTFOLIO
ANNUAL REPORT
JULY 31, 1994
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 35 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 39 Notes to the financial statements.

REPORT OF INDEPENDENT 43 The auditor's opinion.
ACCOUNTANTS

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
RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. NEITHER THE FUND NOR FIDELITY
DISTRIBUTORS
CORPORATION IS A BANK.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
The first half of 1994 was an unsettling time for many investors. After
three years of a nearly perfect environment for stock market investing,
stock prices generally fell from February through June. Investors disagree
about whether this decline represents only a short-term correction or
signals the beginning of a longer bear market. One can collect statistics
to support either opinion, but of course, nobody knows for sure what will
happen to stock prices in the months ahead.
We do know, however, that market declines are a normal part of stock market
investing. We have historically seen corrections of 10% or more every two
years. That's why I thought this might be a good time to review three basic
investment principles that have proven helpful to successful stock market
investors in every market cycle.
First, take a long-term approach when investing in stocks and stock funds.
If you can afford to leave your money invested through the market's
inevitable ups and downs, you will greatly reduce your vulnerability to any
single decline. Over time, stock prices have gone up - and have
significantly outperformed other types of investments and stayed ahead of
inflation. But in the short-term, because of their volatility, stocks have
greater risk.
Second, you can further manage risk by diversifying your investments. A
stock mutual fund is already diversified, because it invests in many
different companies. You can increase your diversification by investing in
a number of different stock funds, or in different investment categories,
such as bonds. You should also keep money you'll need in the near future in
a more stable investment.
Finally, it makes good sense to follow a regular investment plan, investing
a set amount of money at the same time each month or quarter. That way, you
can avoid getting caught up in the excitement of a rapidly-rising market -
and won't end up buying all your shares at market highs. This strategy
won't assure a profit or protect you from a loss in a declining market, but
it should help you lower the average cost of your purchases. For this to be
effective, you must continue to buy shares in both up and down markets.
If you have questions, please call us at 1-800-544-8888. We would be happy
to send you a Fidelity FundMatch kit, which can help you determine the mix
of investments that is right for you. You might also find it convenient to
set up a regular investment plan using the Fidelity Automatic Account
Builder.SM
We look forward to hearing from 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. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JULY 31, 1994 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Growth & Income 7.08% 80.90% 303.53%

Growth & Income (incl. 3% sales 3.86% 75.48% 291.43%
charge)

S&P 500(registered trademark) 5.16% 54.91% 189.08%

Average Growth & Income Fund 4.95% 52.11% 155.03%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
started on December 30, 1985. For example, if you had invested $1,000 in a
fund that had a 5% return over the past year, you would have $1,050. For
comparison, you can look at the performance of the Standard & Poor's
Composite Index of 500 Stocks - a common proxy for the U.S. stock market.
You can also look at the average growth & income fund, which reflects the
performance of over 370 growth & income funds tracked by Lipper Analytical
Services Inc. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1994 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Growth & Income 7.08% 12.59% 17.63%

Growth & Income (incl. 3% sales 3.86% 11.90% 17.21%
charge)

S&P 500(registered trademark) 5.16% 9.15% 13.15%

Average Growth & Income Fund 4.95% 8.62% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
Growth & Income Standard & Poor's 500 Stock Index
12/30/85 9700.00 10000.00
12/31/85 9700.00 10081.75
01/31/86 10252.90 10138.21
02/28/86 11232.60 10896.55
03/31/86 12580.90 11504.57
04/30/86 12697.30 11374.57
05/31/86 13104.70 11979.70
06/30/86 13444.20 12182.15
07/31/86 12861.59 11501.17
08/31/86 13552.86 12354.56
09/30/86 12686.33 11332.84
10/31/86 13301.34 11986.74
11/30/86 13340.43 12278.02
12/31/86 13086.06 11964.93
01/31/87 14666.60 13576.61
02/28/87 15363.61 14112.88
03/31/87 15825.00 14520.74
04/30/87 15805.98 14391.51
05/31/87 15865.22 14516.72
06/30/87 16447.70 15249.81
07/31/87 17359.64 16022.98
08/31/87 17708.02 16620.63
09/30/87 17568.67 16256.64
10/31/87 13908.03 12754.96
11/30/87 13164.69 11703.95
12/31/87 13841.69 12594.62
01/31/88 14709.54 13124.86
02/29/88 15489.51 13736.47
03/31/88 15156.86 13312.02
04/30/88 15400.97 13459.78
05/31/88 15600.69 13576.88
06/30/88 16321.81 14200.06
07/31/88 16310.61 14146.10
08/31/88 16120.17 13665.13
09/30/88 16703.97 14247.27
10/31/88 17031.94 14643.34
11/30/88 16783.13 14433.94
12/31/88 17022.17 14686.53
01/31/89 18088.20 15761.59
02/28/89 17893.34 15369.13
03/31/89 18446.32 15727.23
04/30/89 19232.74 16543.47
05/31/89 20134.82 17213.48
06/30/89 20273.23 17115.36
07/31/89 21637.21 18660.88
08/31/89 22103.53 19026.63
09/30/89 21984.84 18948.62
10/31/89 21290.20 18509.02
11/30/89 21643.61 18886.60
12/31/89 22060.99 19339.88
01/31/90 20904.62 18042.17
02/28/90 21225.84 18274.92
03/31/90 21598.67 18759.20
04/30/90 21041.53 18290.22
05/31/90 22596.33 20073.52
06/30/90 22491.32 19937.02
07/31/90 22334.58 19873.22
08/31/90 20427.65 18076.68
09/30/90 19249.75 17196.35
10/31/90 19209.64 17122.40
11/30/90 20158.76 18228.51
12/31/90 20561.64 18737.08
01/31/91 22439.48 19554.02
02/28/91 24330.83 20952.13
03/31/91 25671.08 21459.18
04/30/91 26024.60 21510.68
05/31/91 27520.27 22439.94
06/30/91 25651.14 21412.19
07/31/91 27222.73 22410.00
08/31/91 28015.36 22941.12
09/30/91 27768.26 22558.00
10/31/91 28264.89 22860.28
11/30/91 26789.21 21939.01
12/31/91 29164.99 24448.83
01/31/92 29862.45 23994.08
02/29/92 30517.20 24306.00
03/31/92 29890.36 23832.04
04/30/92 30562.54 24532.70
05/31/92 30676.95 24652.91
06/30/92 30074.10 24285.58
07/31/92 30692.55 25278.86
08/31/92 30376.14 24760.64
09/30/92 30687.27 25052.82
10/31/92 30930.31 25140.50
11/30/92 31886.24 25997.80
12/31/92 32529.60 26317.57
01/31/93 33437.33 26538.64
02/28/93 33816.92 26899.56
03/31/93 35058.06 27467.14
04/30/93 35008.26 26802.44
05/31/93 35738.64 27520.74
06/30/93 36288.93 27600.55
07/31/93 36556.01 27490.15
08/31/93 37991.54 28532.03
09/30/93 38198.34 28312.33
10/31/93 38625.81 28898.40
11/30/93 37753.78 28623.86
12/31/93 38882.40 28970.21
01/31/94 40352.30 29955.20
02/28/94 39582.35 29143.41
03/31/94 37841.11 27872.76
04/30/94 38596.87 28229.53
05/31/94 38719.91 28692.49
06/30/94 38047.88 27989.53
07/29/94 39142.53 28907.58

$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Fidelity
Growth & Income Portfolio on December 30, 1985, when the fund started, and
paid a 3% sales charge. As the chart shows, by July 31, 1994, the value of
your investment would have grown to $39,143 - a 291.43% increase on your
initial investment. For comparison, look at how the S&P 500 did over the
same period. With dividends reinvested, the same $10,000 investment in the
S&P 500 would have grown to $28,908 - a 189.08% increase.
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
growth in the long run and
volatility in the short run. In
turn, the share price and
return of a fund that invests in
stocks or bonds 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.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
After generally falling through
much of 1994, U.S. stock prices
rebounded in July on the strength
of improving corporate earnings.
Rising interest rates caused the
stock market to stumble from
February through June. Stocks
largely took their cue from bonds,
which fell sharply due to
concerns that the strengthening
economy might trigger higher
inflation. Late in the period, a
weakening U.S. dollar put
additional downward pressure on
stocks. The Standard & Poor's
500 index had a total return of
5.16% for the 12 months ended
July 31, 1994, mainly due to
gains made in 1993. Cyclical
stocks - those whose prices
tend to move in tandem with the
economy - were among the
market leaders. These included
such sectors as chemicals,
metals and paper. Market
laggards included most
consumer nondurables -
especially retail, beverage and
drug companies. In addition,
rising interest rates hurt such
rate-sensitive sectors as
insurance and utilities. Aside from
Japanese stocks, which made
strong gains due to a
strengthening economy and yen,
most foreign markets suffered
corrections in 1994. However,
strong gains in 1993 helped drive
the Morgan Stanley EAFE
(Europe, Australia, Far East)
index to a 14.13% total return for
the 12 months ended July 31.
The Morgan Stanley Emerging
Markets Free Index was up
40.62%, again due to strong
performance in 1993.
An interview with Steve Kaye,
Portfolio Manager of Fidelity Growth & Income Portfolio
Q. STEVE, HOW HAS THE FUND PERFORMED THIS YEAR?
A. The fund had a total return of 7.08% for the 12 months ended July 31,
1994, compared to 4.95% for the average growth and income fund tracked by
Lipper Analytical Services and 5.16% for the Standard & Poor's 500 index
during the same period.
Q. WHY DID THE FUND PERFORM BETTER THAN THE AVERAGE FUND?
A. The fund benefited from full participation in the strong market of the
last half of 1993. In the first half of 1994, the fund was helped by its
investments in real estate investment trusts (REITs), chemical companies
and Japanese stocks. I also held more cash during the past several months,
because I was more careful with my stock picking in a negative market
environment. The cash earned a better return than the market in the first
half of 1994.
Q. ARE REITS NEW FOR THE FUND?
A. No, but since I took over as manager last year, I started buying REITs
in the last quarter of 1993, and the fund had a 3.2% stake in them by July
31. I believed that the strengthening economy would lead to inflation,
causing real estate values to rise. The fund owns a lot of apartment REITs,
investments that have benefited from tighter supply and higher demand.
Modest rent increases and increasing occupancies have helped these REITs
improve their cash flows. The fund also owns regional shopping mall REITs -
such as Simon Properties and Urban Shopping Centers - because they are
producing attractive yields, around 8%, and growing cash flows.
Q. WHY DID CHEMICALS HELP?
A. The economic cycle is at a point where demand for chemicals is
increasing, boosting prices and chemical company stocks. Du Pont and Union
Carbide have been the two largest chemical investments in the fund over the
past six months, and both have performed very well. Akzo NV, a Dutch
chemical company and the world's largest salt manufacturer, also did well;
it exceeded earnings expectations because it cut costs and improved
volumes.
Q. WERE YOUR JAPANESE INVESTMENTS HELPED BY THE DROP IN THE DOLLAR?
A. The performance of the fund's Japanese stocks - including the auto
makers Suzuki, Toyota, Honda and Nissan, as well as general exporters such
as Matsushita Electric - helped the fund. These companies have effectively
cut costs, and the Japanese economy appears poised for recovery. On the
other hand, the benefit of currency impact due to the weakened dollar was
offset by my use of forward foreign currency contracts to hedge the fund's
Japanese stocks against currency risk. These instruments - a type of
derivative investment - essentially tie the value of the underlying
investment - the stocks - to the U.S. dollar. I use them because I want to
bet on the stock market, not on what's going on with the yen.
Q. DID THE FUND OWN ANY OTHER DERIVATIVE INVESTMENTS?
A. The fund owned a small stake in inverse floaters - instruments that are
structured to benefit from falling interest rates - which worked out in
1993, but performed poorly when rates began rising this year. There was
virtually no exposure to these instruments by the end of the first quarter,
but the fund did lose some money on them. By July 31, the small stake in
foreign currency contracts was the fund's only investment in derivatives.
Q. AREN'T THESE INVESTMENTS RISKY?
A. Derivative investments can be risky, depending on how they're
structured. The fund's stake in inverse floaters was extremely sensitive to
changes in interest rates, which is one reason I sold them when it appeared
rates would continue to rise. It's important to note that these investments
have not been a big part of the fund in the past.
Q. WHY DID YOU BUY A LOT OF HEALTH CARE STOCKS THIS YEAR, WHEN THOSE
COMPANIES ARE FACING THE POSSIBILITY OF MAJOR CHANGES AS A RESULT OF
HEALTHCARE REFORM?
A. The fund had an 8.1% stake in health care stocks at the end of July, up
from 6.5% six months ago. These stocks have had a few bad years, but
they've come down in price so much they're now attractively valued. It's a
classic case of the market being too pessimistic. The fund purchased a
broad range of health care stocks, such as Medtronic, American Cyanamid and
Columbia HCA. Another investment has been Becton Dickinson, a maker of
needles and syringes, which was an attractively valued stock whose price
has risen.
Q. RETAIL SALES HAVE BEEN SLUGGISH. WHY HAS THE FUND BEEN ADDING TO THIS
SECTOR?
A. Valuations - stock prices compared to measures such as earnings - for a
number of retailers have become very attractive. The fund has bought
significant positions in Sears and Toys "R" Us. Additionally, the fund has
done very well with drug stores. Two examples are Revco and Rite-Aid, which
are benefiting from prescription contracts with managed care organizations
that increase the traffic into their stores and help the sales of all the
other products these chains sell.
Q. WHAT ABOUT DISAPPOINTMENTS?
A. The biggest disappointment has been General Electric. The stock has
dropped due to the well-publicized problems at a brokerage firm that GE
owns. This problem was just a speck on the elephant, but it was very
visible, so it hurt the stock. I'm sticking with the company, however,
because it continues to have attractive business prospects with the
potential for earnings growth. In addition, the fund held bond investments
during the period, mostly foreign, that were affected by the fall in bond
markets worldwide. As of July 31, the fund has reduced its bond holdings to
5.6%, down from 9.2% on January 31, 1994. Historically, the fund hasn't
held a large stake
in bonds.
Q. HAVE YOU ADDED ANY NEW NAMES TO THE FUND?
A. I've added Browning-Ferris and WMX Technologies, waste disposal
companies that have been out of favor with investors for a number of years.
This business usually picks up late in the economic cycle, where I think we
are right now.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. I plan on moving the fund toward a more fully invested position. There
have been some stock market sectors that have undergone severe corrections,
such as technology and gaming. I'm looking to add investments from these
groups, because there are some good values. I have purchased over one
million shares of Caesars World, a major casino operator. The fund's
biggest technology investments are in Intel and IBM. Intel is the dominant
microchip maker for personal computers and has launched a new product
called Pentium. The company has a rock-solid balance sheet and is buying
back stock. IBM is a much different situation, a turnaround story. New
management has cut costs and the company's second quarter earnings were a
significant surprise. Given the company's theme of cost reduction, it looks
attractive over the next year.
FUND FACTS
GOAL: to increase the fund's
share price over the
long-term and provide some
current income
START DATE: December 30,
1985
SIZE: as of July 31, 1994,
more than $8.7 billion
MANAGER: Steven Kaye,
since January 1993;
manager,
Fidelity Blue Chip Growth
Fund, October 1990 -
December 1992; Fidelity
Select Energy Services,
Biotechnology, and Health
Care Portfolios, 1986-1990;
joined Fidelity in 1985
(checkmark)
STEVE KAYE ON HISTORICAL
ANALYSIS:
"I look at long-term historical
charts to help me pick stocks.
Stock prices always follow
earnings, so I try to identify
those companies with
earnings growth that appears
out of line with the stock price.
Sometimes stock prices go
below their historic earnings
trend lines, but there is
usually a good reason. Drug
stocks fell over the past few
years, for example, because
people thought health reform
was going to restrict drug
companies' pricing flexibility.
"I pay attention to historical
valuations - prices
compared to measures such
as earnings and cash flow -
assuming that there are no
underlying problems in a
company. When stocks are at
very high historical valuations,
the risk/reward trade-off
usually isn't very compelling.
When the market is going
well, stocks with high
valuations often continue to
rise, so an overvalued stock
may work for a while. But in
today's more uncertain
market, it will be important to
look for stocks with fair
valuations and a sound
history of earnings growth."
(solid bullet) Finance, energy, basic
industries and health were the
fund's top four investment
sectors as of July 31, 1994.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF JULY 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 2.8 2.9

Philip Morris Companies, Inc. 1.6 1.0

British Petroleum PLC ADR 1.5 1.0

Columbia/HCA Healthcare Corp. 1.2 1.2

Schlumberger Ltd. 1.1 0.4

Federal National Mortgage
Association 1.1 1.1

Ameritech Corp. 1.0 1.0

Southwestern Bell Corp. 1.0 1.0

American Express Co. 0.8 0.5

Intel Corp. 0.8 -

TOP FIVE INDUSTRIES AS OF JULY 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO

Finance 10.6 11.5

Energy 8.7 7.4

Basic Industries 8.5 5.3

Health 8.4 7.0

Utilities 6.7 10.1

ASSET ALLOCATION
AS OF JULY 31, 1994* AS OF JANUARY 31, 1994**
Row: 1, Col: 1, Value: 12.7
Row: 1, Col: 2, Value: 3.2
Row: 1, Col: 3, Value: 4.0
Row: 1, Col: 4, Value: 40.1
Row: 1, Col: 5, Value: 40.0
Row: 1, Col: 1, Value: 13.5
Row: 1, Col: 2, Value: 6.4
Row: 1, Col: 3, Value: 6.8
Row: 1, Col: 4, Value: 73.3
Stocks 80.1%
Bonds 4.0%
Convertibles 3.2%
Other securities
and short-term
Investments 12.7%
FOREIGN
INVESTMENTS 13.4%
Stocks 73.3%
Bonds 6.8%
Convertibles 6.4%
Other securities
and short-term
investments 13.5%
FOREIGN
INVESTMENTS 13.0%
*
**
INVESTMENTS JULY 31, 1994

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 79.9%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 2.3%
AEROSPACE & DEFENSE - 0.8%
Aviall, Inc. 260,900 $ 2,120
Flightsafety International, Inc. 578,300 20,963
Martin Marietta Corp. 355,100 16,113
McDonnell Douglas Corp. 210,000 23,730
Thiokol Corp. 194,900 5,019
67,945
DEFENSE ELECTRONICS - 1.4%
General Motors Corp. Class H 346,700 12,958
Litton Industries, Inc. 779,200 28,928
Loral Corp. 1,095,000 40,789
Raytheon Co. 638,200 41,882
124,557
SHIP BUILDING & REPAIR - 0.1%
General Dynamics Corp. 158,600 6,364
TOTAL AEROSPACE & DEFENSE 198,866
BASIC INDUSTRIES - 7.9%
CHEMICALS & PLASTICS - 5.6%
Akzo NV:
Ord. 322,000 38,822
sponsored ADR 50,000 3,013
Albemarle Corp. 783,200 13,608
DSM NV 85,000 6,830
du Pont (E.I.) de Nemours & Co. 1,038,500 61,661
Eastman Chemical Co. 766,000 39,545
Ferro Corp. 1,000,400 24,010
Georgia Gulf Corp. (a) 344,100 12,345
Great Lakes Chemical Corp. 1,012,900 60,268
Hoechst AG Ord. 93,300 20,322
Imperial Chemical Industries PLC:
ADR 355,000 18,194
Ord . 1,576,400 20,324
Lyondell Petrochemical Co. 712,400 17,721
Minnesota Mining & Manufacturing Co. 522,800 27,774
Monsanto Co. 143,200 11,009
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
CHEMICALS & PLASTICS - CONTINUED
NL Industries, Inc. (a) 501,000 $ 5,010
Nalco Chemical Co. 441,700 14,410
Olin Corp. 463,200 25,592
Union Carbide Corp. 2,192,200 61,930
Witco Corp. 213,000 6,204
Yizheng Chemical Fibre Co. Class H (a) 3,190,000 979
489,571
IRON & STEEL - 0.1%
Nucor Corp. 113,500 7,832
METALS & MINING - 0.7%
Alcan Aluminium Ltd. 1,382,100 33,898
Alumax, Inc. (a) 98,100 3,017
Noranda, Inc. 522,200 9,182
Reynolds Metals Co. 269,500 13,576
59,673
PACKAGING & CONTAINERS - 0.2%
Ball Corp. 436,929 11,524
Owens-Illinois, Inc. (a) 579,300 6,155
17,679
PAPER & FOREST PRODUCTS - 1.3%
Abitibi-Price, Inc. (a) 695,000 8,648
Abitibi-Price, Inc. (installment receipts) (a)(i) 139,800 794
Bowater, Inc. 146,500 3,937
Champion International Corp. 372,100 12,744
International Paper Co. 207,000 15,085
QUNO Corp. (a) 283,400 4,855
QUNO Corp. (e) 40,700 697
Rayonier, Inc. 160,525 4,956
Scott Paper Co. 232,500 13,427
Stone Container Corp. 516,800 8,527
Temple-Inland, Inc. 679,900 34,760
Weyerhaeuser Co. 171,500 7,203
115,633
TOTAL BASIC INDUSTRIES 690,388
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONGLOMERATES - 2.5%
Allied-Signal, Inc. 329,000 $ 12,584
Dial Corp. (The) 390,800 8,060
Hanson Trust PLC sponsored ADR 321,200 6,384
ITT Corp. 692,100 59,348
Mark IV Industries, Inc. 477,066 9,184
Textron, Inc. 691,100 36,801
Tyco Laboratories, Inc. 215,000 9,299
United Technologies Corp. 936,400 56,418
Whitman Corp. 1,094,500 18,058
216,136
CONSTRUCTION & REAL ESTATE - 3.6%
BUILDING MATERIALS - 0.4%
Lafarge Corp. 1,639,600 31,972
CONSTRUCTION - 0.0%
Pulte Corp. 146,700 3,337
REAL ESTATE INVESTMENT TRUSTS - 3.2%
Amli Residential Properties Trust (SBI) (k) 795,500 17,103
Avalon Properties, Inc. 912,150 19,269
Bay Apartment Community 376,000 7,708
Beacon Properties Corp. 353,600 6,542
CBL & Associates Properties, Inc. 760,700 15,309
Camden Property Trust (SBI) 256,700 5,904
Carr Realty Corp. 86,000 1,763
Crown American Realty Trust (SBI) 1,238,800 17,653
Developers Diversified Realty Corp. 459,500 14,072
Duke Realty Investors, Inc. 450,800 12,172
Equity Residential Property Trust (SBI) 1,053,100 34,489
Highwoods Properties, Inc. 278,000 5,664
Irvine Apartment Communities 191,400 3,828
Liberty Property Trust (SBI) 225,000 4,416
Macerich Company 469,500 9,273
Manufactured Home Communities, Inc 538,000 11,029
Mid Atlantic Realty Trust (SBI) 28,800 256
Oasis Residential, Inc. 450,940 11,048
Simon Properties Group, Inc. 847,000 22,551
Smith (Charles E.) Residential Realty, Inc. (a) 275,000 6,909
Stewart Enterprises, Inc. Class A 42,500 919
Storage Equities, Inc. (k) 1,282,200 19,393
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - CONTINUED
Storage USA, Inc. 137,900 $ 3,654
Summit Property Trust (SBI) (k) . . . . . . . . . . . . . . . . . . . . . .
. . 687,400 13,404
Urban Shopping Centers, Inc. 621,800 13,680
278,008
TOTAL CONSTRUCTION & REAL ESTATE 313,317
DURABLES - 3.3%
AUTOS, TIRES, & ACCESSORIES - 2.2%
Bandag, Inc. 181,900 10,186
Echlin, Inc. 315,000 10,001
General Motors Corp. 365,000 18,752
Goodyear Tire & Rubber Co. 547,200 19,494
Hino Motors Ltd. Ord. 326,000 3,149
Honda Motor Co. Ltd. 813,000 14,079
Magna International, Inc. Class A 158,963 6,594
Nissan Motor Co. Ltd. Ord. 650,000 5,010
Snap-on Tools Corp. 329,900 12,083
Suzuki Motor Corp. 2,135,000 27,996
TRW, Inc. 605,800 42,255
Toyota Motor Corp. 999,000 21,200
190,799
CONSUMER ELECTRONICS - 0.6%
Aktiebolaget Electrolux 169,700 8,262
Matsushita Electric Industrial Co. Ltd. 1,200,000 19,700
Sony Corp. 395,000 23,210
Whirlpool Corp. 87,500 4,452
55,624
TEXTILES & APPAREL - 0.5%
Liz Claiborne, Inc. 676,800 14,382
NIKE, Inc. Class B 69,100 4,250
Nisshinbo Industries 465,000 5,213
Unifi, Inc. 944,200 23,487
47,332
TOTAL DURABLES 293,755
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - 8.4%
ENERGY SERVICES - 1.9%
Enterra Corp. (a) 240,200 $ 4,804
Halliburton Co. 655,100 22,273
Helmerich & Payne, Inc. 638,200 17,790
Nowsco Well Service Ltd. 200,000 3,427
Schlumberger Ltd. 1,640,200 96,772
Smith International, Inc. (a) 803,100 13,753
Tidewater, Inc. 364,800 8,664
167,483
OIL & GAS - 6.5%
Amerada Hess Corp. 962,100 50,029
Amoco Corp. 803,000 48,080
Anderson Exploration Ltd. (a) 649,200 7,961
Apache Corp. 833,308 21,354
British Petroleum PLC:
ADR 1,711,500 130,074
Ord. 3,873,700 24,702
Burlington Resources, Inc. 329,900 12,907
Chevron Corp. 500,400 22,205
Inverness Petroleum Ltd. (a) 709,400 6,141
Kerr-McGee Corp. 620,500 31,180
Mobil Corp. 450,000 37,744
Murphy Oil Corp. 774,300 34,456
Occidental Petroleum Corp. 469,100 9,323
Renaissance Energy Ltd. (a) 328,400 6,988
Royal Dutch Petroleum Co. 377,700 42,680
Total Compagnie Francaise des Petroles Class B 44,900 2,589
Total SA sponsored ADR 1,230,200 35,368
Ultramar Corp. 185,400 5,075
Unocal Corp. 1,188,900 34,478
563,334
TOTAL ENERGY 730,817
FINANCE - 9.4%
BANKS - 2.6%
BNP CI Ord. 220,300 10,645
Banc One Corp. 1,020,760 34,068
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
BANKS - CONTINUED
BankAmerica Corp. 325,000 $ 15,681
Bank of New York Co., Inc. 144,000 4,554
Chemical Banking Corp. 550,000 21,106
Citicorp 31,941 1,318
Comerica, Inc. 668,600 19,891
CoreStates Financial Corp. 227,900 6,210
Deutsche Bank AG 35,000 16,173
First Interstate Bancorp 95,300 7,159
Mellon Bank Corp. 31,924 1,828
NBD Bancorp, Inc. 145,300 4,631
NationsBank Corp. 836,489 46,634
Shawmut National Corp. 459,685 9,768
Signet Banking Corp. 2,542 104
State Street Boston Corp. 581,300 22,307
Wells Fargo & Co. 28,000 4,351
226,428
CLOSED END INVESTMENT COMPANY - 0.0%
ASA Ltd. 57,000 2,636
CREDIT & OTHER FINANCE - 1.6%
American Express Co. 2,615,100 69,300
Beneficial Corp. 866,200 34,431
Dean Witter Discover & Co. 427,116 17,138
Household International, Inc. 657,773 22,529
143,398
FEDERAL SPONSORED CREDIT - 1.8%
Federal Home Loan Mortgage Corporation 808,800 48,124
Federal National Mortgage Association 1,088,200 94,401
Student Loan Marketing Association 450,600 15,715
158,240
INSURANCE - 2.5%
Allstate Corp. 717,800 17,945
American Bankers Insurance Group, Inc. 314,600 6,764
American Income Holding, Inc. 584,200 15,919
Exel Ltd. 256,000 10,272
General Re Corp. 182,300 21,078
Loews Corp. 255,600 22,557
MBIA, Inc. 593,200 34,406
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Midocean Reinsurance Ord. (a) 900,000 17,381
Penncorp. Financial Group, Inc. 613,500 10,046
SAFECO Corp. 295,600 16,369
Travelers, Inc. (The) 1,238,166 41,014
213,751
SAVINGS & LOANS - 0.3%
Ahmanson (H.F.) & Co. 1,395,600 27,738
SECURITIES INDUSTRY - 0.6%
Daiwa Securities 1,230,000 19,700
Lehman Brothers Holdings, Inc. 483,020 7,608
Nikko Securities 900,000 11,171
Nomura Securities Co. Ltd. 509,000 11,260
49,739
TOTAL FINANCE 821,930
HEALTH - 8.0%
DRUGS & PHARMACEUTICALS - 2.9%
Allergan, Inc. 1,143,600 27,589
American Cyanamid Co. 983,000 59,594
Amgen, Inc. 136,400 6,777
Astra A Free shares 550,000 11,972
COR Therapeutics, Inc. (a) 512,000 6,272
Cephalon, Inc. (a)(k) 738,500 7,200
Chiron Corp. (a) 100,000 5,375
Genentech, Inc. (redeemable) (a) 154,700 7,774
Lilly (Eli) & Co. 296,700 14,427
Pfizer, Inc. 549,400 34,063
Pharmacia AB A Free Shares 980,300 15,025
Schering-Plough Corp. 724,600 46,465
Scios, Inc. (a) 590,000 3,761
Synergen, Inc. (a) 95,000 440
Syntex Corp. 376,000 8,836
255,570
MEDICAL EQUIPMENT & SUPPLIES - 3.0%
Baxter International, Inc. 1,849,500 48,781
Becton, Dickinson & Co. 1,187,900 50,040
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Johnson & Johnson 765,300 $ 35,969
Kendall International, Inc. (a) 383,000 20,060
McKesson Corp. 77,100 7,671
Medtronic, Inc. 482,900 43,038
Pall Corp. 1,278,100 20,130
St. Jude Medical, Inc. 1,032,200 32,772
258,461
MEDICAL FACILITIES MANAGEMENT - 2.1%
Columbia/HCA Healthcare Corp. 2,529,681 102,452
Humana, Inc. (a) 1,719,300 32,237
National Medical Enterprises, Inc. 425,300 7,230
Quorum Health Group, Inc. (a) 283,300 5,383
U.S. Healthcare, Inc. 410,000 15,529
United HealthCare Corp. 572,800 26,062
188,893
TOTAL HEALTH 702,924
HOLDING COMPANIES - 0.2%
Triarc Companies, Inc. Class A (a) 884,100 13,704
INDUSTRIAL MACHINERY & EQUIPMENT - 6.3%
ELECTRICAL EQUIPMENT - 3.5%
American Superconductor Corp. (a) 139,000 3,753
Duracell International, Inc. 110,600 4,659
General Electric Co. 4,857,000 244,671
Itel Corp. 236,683 8,018
Murata Manufacturing Co. 341,000 15,087
Philips Electronics 619,500 18,986
Scientific-Atlanta, Inc. 248,200 8,625
303,799
INDUSTRIAL MACHINERY & EQUIPMENT - 1.4%
Caterpillar, Inc. 376,900 40,847
Cooper Industries, Inc. 805,100 30,191
Harnischfeger Industries, Inc. 280,600 5,787
Indresco, Inc. (a) 214,000 2,515
Keystone International, Inc. 503,700 9,507
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Komatsu Limited Ord. 770,000 $ 7,384
Parker-Hannifin Corp. 81,800 3,528
TRINOVA Corp. 455,800 17,548
Watts Industries, Inc. Class A 347,100 8,417
125,724
POLLUTION CONTROL - 1.4%
Attwoods PLC:
ADR 637,300 5,815
Ord. 2,250,000 4,099
Browning-Ferris Industries, Inc. 1,964,400 60,896
Safety Kleen Corp. 812,000 14,210
WMX Technologies, Inc. 1,286,400 37,466
122,486
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 552,009
MEDIA & LEISURE - 2.4%
BROADCASTING - 0.3%
Home Shopping Network, Inc. (a) 905,100 10,748
Infinity Broadcasting Corp. (a) 405,225 11,701
22,449
ENTERTAINMENT - 0.3%
Carnival Cruise Lines, Inc. Class A 446,300 21,088
Players International, Inc. (a) 269,700 4,787
25,875
LEISURE DURABLES & TOYS - 0.1%
Brunswick Corp. 365,900 8,736
LODGING & GAMING - 1.4%
Aztar Corp. (a)(k) 2,453,700 15,949
Boomtown, Inc. (a) 355,100 5,770
Caesars World, Inc. (a) 1,064,400 42,310
La Quinta Motor Inns, Inc. 189,225 5,393
Marriott International, Inc. 713,000 19,786
Mirage Resorts, Inc. (a) 1,159,150 21,299
President Riverboat Casinos, Inc. (a) 223,700 1,566
Promus Companies, Inc. (a) 481,600 13,966
126,039
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.1%
Houghton Mifflin Co. 142,000 $ 5,272
RESTAURANTS - 0.2%
Brinker International, Inc. (a) 180,300 4,034
McDonald's Corp. 559,300 15,171
19,205
TOTAL MEDIA & LEISURE 207,576
NONDURABLES - 5.6%
BEVERAGES - 0.8%
Dr. Pepper/Seven-Up Companies, Inc. (a) 1,377,200 31,331
Kirin Brewery Co. Ltd. 250,000 3,103
Seagram Co. Ltd. 1,123,400 34,644
69,078
FOODS - 1.4%
Archer-Daniels-Midland Co. 398,300 9,808
CPC International, Inc. 50,800 2,565
ConAgra, Inc. 1,321,200 41,948
Dean Foods Co. 281,000 8,395
Gerber Products Co. 175,000 9,122
Hormel (George A) & Co. 122,900 2,750
Kellogg Co. 20,000 1,035
Nestle SA 6,000 5,264
Ralcorp Holdings, Inc. (a) 326,366 5,263
Ralston Purina Co. 501,200 18,544
Tyson Foods, Inc. 539,800 13,023
117,717
HOUSEHOLD PRODUCTS - 1.1%
First Brands Corp. 191,500 6,583
Orkla AS Class B (non-vtg.) 329,050 11,480
Premark International, Inc. 964,800 40,401
Procter & Gamble Co. 715,000 39,861
98,325
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
TOBACCO - 2.3%
Philip Morris Companies, Inc. 2,614,400 $ 143,792
RJR Nabisco Holdings Corp. 5,291,300 32,409
UST, Inc. 906,600 26,178
202,379
TOTAL NONDURABLES 487,499
RETAIL & WHOLESALE - 5.5%
APPAREL STORES - 0.1%
Limited, Inc. (The) 150,000 2,963
United States Shoe Corp. 190,600 3,669
6,632
DRUG STORES - 0.7%
Revco (D.S.), Inc. (a) 2,270,893 40,592
Rite Aid Corp. 1,188,200 24,061
64,653
GENERAL MERCHANDISE STORES - 2.1%
Broadway Stores, Inc. (a) 1,014,700 10,147
Carson Pirie Scott & Co. (a)(k) 1,188,600 22,138
Consolidated Stores Corp. (a) 16,000 196
Dayton Hudson Corp. 275,000 22,688
Dillard Department Stores, Inc. Class A 301,000 10,084
Federated Department Stores, Inc. 100,000 2,038
Hornbach Baumarket AG (Bearer) 8,500 5,037
May Department Stores Co. (The) 746,100 29,564
Penney (J.C.) Co., Inc. 133,000 6,584
Sears, Roebuck & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . 1,272,100 60,107
Wal-Mart Stores, Inc. 550,000 13,750
182,333
GROCERY STORES - 1.2%
Fleming Companies, Inc. 613,900 18,110
Food Lion, Inc. Class A 1,554,900 9,232
Kroger Co. (The) (a) 361,800 9,090
Safeway, Inc. (a) 1,615,100 39,974
Starbucks Corp. (a) 200,300 5,809
Stop & Shop Companies, Inc. (a) 971,800 24,781
106,996
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 1.4%
Amway Japan Ltd. sponsored ADR 265,000 $ 4,836
Circuit City Stores, Inc. 892,800 19,530
Home Depot, Inc. (The) 306,900 12,583
Lowe's Companies, Inc. 649,800 23,393
Office Depot, Inc. (a) 461,600 9,751
Toys "R" Us, Inc. (a) 1,541,600 52,993
123,086
TOTAL RETAIL & WHOLESALE 483,700
SERVICES - 1.0%
LEASING & RENTAL - 0.0%
PHH Corp. 76,900 2,874
PRINTING - 0.1%
Toppan Printing Co. Ltd. 300,000 4,474
SERVICES - 0.9%
ADT Ltd. 3,519,700 36,517
Chemed Corp. 34,800 1,183
Kelly Services, Inc. Class A 136,100 4,015
Western Atlas, Inc. 720,100 35,015
76,730
TOTAL SERVICES 84,078
TECHNOLOGY - 4.5%
COMMUNICATIONS EQUIPMENT - 0.5%
Cabletron Systems, Inc. (a) 425,400 42,859
COMPUTER SERVICES & SOFTWARE - 0.5%
BancTec, Inc. (a) 456,050 9,235
LEGENT Corp. (a) 150,100 3,565
Microsoft Corp. (a) 50,600 2,606
Oracle Systems Corp. (a) 609,600 23,317
Platinum Technology, Inc. (a) 577,900 8,957
47,680
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 1.5%
Canon, Inc. 386,000 $ 6,607
Casio Computer Co. Ltd. Ord. 345,000 4,213
Hewlett-Packard Co. 22,900 1,778
International Business Machines Corp. 856,500 52,889
Sun Microsystems, Inc. (a) 698,300 15,537
Xerox Corp. 498,300 50,951
131,975
ELECTRONICS - 1.5%
AMP, Inc. 644,900 48,206
Hitachi Ltd. 1,300,000 12,558
Intel Corp. (a) 1,118,800 66,289
Texas Instruments, Inc. 4,600 362
127,415
PHOTOGRAPHIC EQUIPMENT - 0.5%
Fuji Photo Film Co. Ltd. 200,000 4,424
Polaroid Corp. 1,129,900 38,982
43,406
TOTAL TECHNOLOGY 393,335
TRANSPORTATION - 2.6%
AIR TRANSPORTATION - 0.2%
AMR Corp. (a) 229,000 13,110
RAILROADS - 2.0%
CSX Corp. 761,900 59,142
Canadian Pacific Ltd. Ord. 2,114,500 31,079
Chicago & North Western Holdings Corp. (a) 730,600 15,891
Illinois Central Corp., Series A 533,900 17,018
Santa Fe Pacific Corp. 2,006,600 41,386
Trinity Industries, Inc. 230,950 7,362
171,878
TRUCKING & FREIGHT - 0.4%
Airborne Freight Corp. 197,100 5,272
Rollins Truck Leasing Corp. 177,750 3,155
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - CONTINUED
TNT Freightways Corp. (k) 1,079,350 $ 26,714
XTRA Corp. 83,900 3,912
39,053
TOTAL TRANSPORTATION 224,041
UTILITIES - 6.4%
CELLULAR - 0.6%
Airtouch Communications (a) 517,200 13,447
Rogers Communications, Inc. Class B (a) 720,000 10,258
Vodafone Group PLC sponsored ADR 902,400 25,831
49,536
ELECTRIC UTILITY - 1.2%
Eastern Utilities Associates 138,004 3,416
Entergy Corp. 1,225,000 31,238
Illinova Corp. 522,500 10,907
Long Island Lighting Co. 467,600 8,651
PSI Resources, Inc. 402,700 8,910
Pinnacle West Capital Corp. 709,700 12,508
Public Service Co. of New Mexico (a) 650,000 7,881
Veba Vereinigte Elektrizetaets & Bergwerks AG Ord. 75,300 24,716
108,227
GAS - 0.3%
Enron Corp. 225,000 7,284
MCN Corp. 140,000 5,583
Sonat, Inc. 182,200 6,035
UGI Corp. 461,302 9,745
28,647
TELEPHONE SERVICES - 4.3%
ALC Communications Corp. (a) 615,700 19,933
AT & T Corp. 250,000 13,656
Ameritech Corp. 2,155,300 88,367
BellSouth Corp. 917,600 57,350
Comsat Corp., Series 1 604,300 15,787
GTE Corp. 225,000 7,144
LCI International, Inc. (a) 335,800 6,128
LDDS Communications, Inc. (a) 131,740 2,569
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
MCI Communications Corp. 854,900 $ 19,449
NYNEX Corp. 182,900 7,042
Rochester Telephone Corp. 661,200 15,951
Southwestern Bell Corp. 2,039,200 85,646
Sprint Corp. 518,000 18,972
Telefonica de Mexico SA:
Ord. . 600,000 8,567
sponsored ADR 170,000 7,246
373,807
TOTAL UTILITIES 560,217
TOTAL COMMON STOCKS
(Cost $6,298,064) 6,974,292
PREFERRED STOCKS - 1.8%
CONVERTIBLE PREFERRED STOCKS - 1.6%
BASIC INDUSTRIES - 0.3%
METALS & MINING - 0.3%
Reynolds Metals Co. $3.31 459,500 23,664
DURABLES - 0.5%
AUTOS, TIRES, & ACCESSORIES - 0.5%
Chrysler Corp., Series A, $4.625 (e) 84,000 11,298
Ford Motor Co. (Del.), Series A, $4.20 318,200 33,093
44,391
ENERGY - 0.1%
OIL & GAS - 0.1%
Diamond Shamrock, Inc. 5% (e) 89,000 4,851
Valero Energy Corp. $3.125 99,000 4,356
9,207
PREFERRED STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
FINANCE - 0.3%
BANKS - 0.2%
Bank of New York Co. Inc. 7 3/4% 172,300 $ 10,036
Chemical Banking Corp. $5.00 (e) 60,000 4,500
Norwest Corp., Series B, $3.50 57,400 4,190
18,726
CREDIT & OTHER FINANCE - 0.1%
American Express Co. 6 1/4%, 272,000 11,288
SAVINGS & LOANS - 0.0%
Ahmanson (H.F.) & Co., Series D, $3.00 18,400 888
TOTAL FINANCE 30,902
HEALTH - 0.1%
MEDICAL EQUIPMENT & SUPPLIES - 0.1%
U.S. Surgical Corp. $2.20 (e) 321,000 7,704
INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%
Cooper Industries, Inc. exchangeable $8.00 12,800 298
NONDURABLES - 0.2%
TOBACCO - 0.2%
RJR Nabisco Holdings Corp., Series A, depositary shares
representing 1/4 share (a) 2,800,000 17,500
UTILITIES - 0.1%
TELEPHONE SERVICES - 0.1%
LCI International, Inc. $1.25 344,700 9,652
TOTAL CONVERTIBLE PREFERRED STOCKS 143,318
NONCONVERTIBLE PREFERRED STOCKS - 0.2%
UTILITIES - 0.2%
TELEPHONE SERVICES - 0.2%
SIP (Societa Ital Per L'Eser) Spa Di Risp N/C Ord. 1,549,900 3,641
Stet (Societa Finanziaria Telefonica) Spa (a) 3,500,000 9,648
TOTAL NONCONVERTIBLE PREFERRED STOCKS 13,289
TOTAL PREFERRED STOCKS
(Cost $133,863) 156,607
CORPORATE BONDS - 3.1%
MOODY'S RATINGS (D) PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (C) (000S) (000S)
CONVERTIBLE BONDS - 1.6%
BASIC INDUSTRIES - 0.0%
PACKAGING & CONTAINERS - 0.0%
Polly Peck International PLC euro 7 1/4%,
1/4/05 (b) - $ 7,500 $ 3,000
CONGLOMERATES - 0.1%
Mark IV Industries, Inc. 6 1/4%, 2/15/07 B1 4,800 6,486
CONSTRUCTION & REAL ESTATE - 0.0%
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Liberty Property Limited Partnership 8%, 7/1/01 - 1,591 1,583
DURABLES - 0.0%
TEXTILES & APPAREL - 0.0%
Unifi, Inc. 6%, 3/15/02 Baa1 2,250 2,289
ENERGY - 0.1%
INDEPENDENT POWER - 0.1%
California Energy, Inc. 5%, 7/31/00 (e) B1 6,200 5,394
FINANCE - 0.4%
BANKS - 0.4%
Bank of New York Co., Inc. 7 1/2%, 8/15/01 Baa1 21,972 35,485
HEALTH - 0.3%
DRUGS & PHARMACEUTICALS - 0.1%
Astra AB 9 1/4%, 8/30/94 - SEK 11,112 6,298
MEDICAL EQUIPMENT & SUPPLIES - 0.2%
Medco Containment Services, Inc.:
6%, 9/1/01 (f) Aaa 14,750 18,788
6%, 9/1/01 (e) Aaa 650 827
19,615
TOTAL HEALTH 25,913
CORPORATE BONDS - CONTINUED
MOODY'S RATINGS (D) PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (C) (000S) (000S)
CONVERTIBLE BONDS - CONTINUED
MEDIA & LEISURE - 0.3%
BROADCASTING - 0.1%
Time Warner, Inc. liquid yield option 0%,
6/22/13 Ba1 $ 24,520 $ 9,072
LODGING & GAMING - 0.1%
Argosy Gaming Co. 12%, 6/1/01 B3 10,000 10,650
PUBLISHING - 0.1%
News America Holdings, Inc. gtd. exchangeable
0%, 3/31/02 (f) Ba3 15,600 11,973
TOTAL MEDIA & LEISURE 31,695
RETAIL & WHOLESALE - 0.2%
GROCERY STORES - 0.2%
Food Lion, Inc. 5%, 6/1/03 (e) A3 6,700 6,357
Kroger Co. 6 3/8%, 12/1/99 B2 3,800 5,206
Starbucks Corp. 4 1/2%, 8/1/03 B2 7,500 7,847
19,410
TECHNOLOGY - 0.2%
COMMUNICATIONS EQUIPMENT - 0.1%
General Instrument Corp. 5%, 6/15/00 B1 6,500 8,913
ELECTRONICS - 0.1%
Motorola, Inc. liquid yield option 0%, 9/27/13 A1 6,750 4,590
TOTAL TECHNOLOGY 13,503
TOTAL CONVERTIBLE BONDS 144,758
NONCONVERTIBLE BONDS - 1.5%
BASIC INDUSTRIES - 0.3%
IRON & STEEL - 0.1%
Inland Steel Industries, Inc. 12 3/4%, 12/15/02 BA3 5,000 5,575
Stelco Co. 10 1/4%, 4/30/96 - CAD 4,500 3,189
8,764
CORPORATE BONDS - CONTINUED
MOODY'S RATINGS (D) PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - 0.2%
Repap Wisconsin, Inc. 8 1/4%, 2/1/02 B1 $ 580 $ 508
Stone Container Corp. 9 7/8%, 2/1/01 B1 15,000 13,950
14,458
TOTAL BASIC INDUSTRIES 23,222
CONGLOMERATES - 0.1%
Coltec Industries, Inc. 10 1/4%, 4/1/02 B1 6,000 6,000
CONSTRUCTION & REAL ESTATE - 0.1%
BUILDING MATERIALS - 0.1%
DAL Tile International, Inc. secured 0%, 7/15/98 Caa 3,870 2,385
USG Corp. 10 1/4%, 12/15/02 B1 3,500 3,518
5,903
ENERGY - 0.1%
ENERGY SERVICES - 0.0%
TransTexas Gas Corp. 10 1/2%, 9/1/00 B1 3,530 3,548
OIL & GAS - 0.1%
Mesa Capital Corp. secured 0%, 6/30/98 (g) B3 10,000 9,075
TOTAL ENERGY 12,623
FINANCE - 0.5%
BANKS - 0.4%
KeyCorp 6.15%, 1/16/95 A2 5,000 5,011
Morgan (J.P.) & Co., Inc. 5 3/8%, 1/21/95 Aa1 15,000 15,006
Republic National Bank New York
5 1/5%, 1/17/95 Aa1 15,000 15,143
35,160
CREDIT & OTHER FINANCE - 0.1%
GPA Delaware, Inc.:
8 1/2%, 3/3/97 - 2,000 1,740
8 3/4%, 12/15/98 Caa 160 131
8 5/8%, 1/15/99 - 1,500 1,166
CORPORATE BONDS - CONTINUED
MOODY'S RATINGS (D) PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (C) (000S) (000S)
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
General Electric Capital Corp. peso linked
16.95%, 10/29/96 (h) Aaa $ 2,000 $ 1,785
4,822
TOTAL FINANCE 39,982
MEDIA & LEISURE - 0.3%
BROADCASTING - 0.1%
SCI Television, Inc. secured 11%, 6/30/05 B3 7,250 7,386
LODGING & GAMING - 0.1%
Bally's Park Place Funding, Inc. 9 1/4%, 3/15/04 B1 5,000 4,300
La Quinta Inns, Inc. 9 1/4%, 5/15/03 B2 5,000 4,725
9,025
PUBLISHING - 0.1%
GACC Holding Co. 9 3/4%, 3/1/04 (e) - 10,000 9,825
TOTAL MEDIA & LEISURE 26,236
RETAIL & WHOLESALE - 0.1%
APPAREL STORES - 0.0%
Apparel Retailers, Inc. 12 3/4%, 8/15/05 Caa 1,610 966
Specialty Retailers, Inc. 10%, 8/15/00 B1 5,000 4,850
5,816
RETAIL & WHOLESALE, MISCELLANEOUS - 0.1%
Color Tile, Inc. 10 3/4%, 12/15/01 B2 7,000 6,720
TOTAL RETAIL & WHOLESALE 12,536
TOTAL NONCONVERTIBLE BONDS 126,502
TOTAL CORPORATE BONDS
(Cost $271,150) 271,260
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 0.6%
MOODY'S RATINGS (D) PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (C) (000S) (000S)
U.S. TREASURY OBLIGATIONS - 0.5%
9 1/2%, 10/15/94 Aaa $ 28,700 $ 28,978
8 1/8%, 8/15/19 Aaa 10,000 10,708
39,686
U.S. GOVERNMENT AGENCY OBLIGATIONS - 0.1%
Federal Home Loan Bank 5.89%, 11//25/94 Aaa 10,000 10,025
TOTAL U.S GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS
(Cost $51,699) 49,711
FOREIGN GOVERNMENT OBLIGATIONS - 1.9%
Argentinean Government (h):
BOCON:
3 1/4%, 4/1/01 - ARP 629 339 3 1/4%, 4/1/01 B1 13,574 9,680
3 1/4%, 9/1/02 - ARP 822 374
3 1/4%, 4/1/07 - ARP 3,145 1,285
Brady euro:
4%, 3/31/23 B1 40,750 20,884 4 1/4%, 3/31/23 B1 500 351
3.1875%, 9/1/02 - 9,502 5,964
euro 5%, 3/31/05 - 23,500 17,214
5%, 3/31/05 (e) - 750 549
Brazilian Federative Republic IDU euro
8 3/4%, 1/1/01 (h) B2 2,940 2,157
Canadian Government 9 3/4%, 10/1/97 Aaa CAD 39,750 29,572
French Government OAT:
8 1/2%, 10/25/08 Aaa FRF 100,000 20,105
8 1/2%, 4/25/23 Aaa FRF 120,000 23,783
Mexican Government:
Bondes 18.24%, 9/22/94 (h) - MXN 12,300 3,621
Brady 6 1/4%, 12/31/19 Ba3 18,750 12,351
Moroccan Government Trust 4 1/2%,
1/3/09 (e)(h) - 16,500 11,694
New Zealand Government 8%, 4/15/04 Aaa NZD 15,500 9,290
Nigerian Government Brady 5 1/2%,
11/15/20 (g) - 500 180
Siderurgica Brasileiras SA inflation indexed
6%, 8/15/99 (l) - BRR 753 90
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $176,687) 169,483
OTHER SECURITIES - 0.0%
MOODY'S RATINGS (D) PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (C) (000S) (000S)
PURCHASED BANK DEBT - 0.0%
Republic of Equador loan participation 0% (a)
(Cost $570) - $ 1,000 $ 516
REPURCHASE AGREEMENTS - 12.7%
MATURITY
AMOUNT
(000S)
Investments in repurchase agreements,
(U.S. Treasury obligations), in a joint
trading account at 4.23% dated
7/29/94 due 8/1/94 $1,107,663 1,107,273
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $8,039,306) $ 8,729,142
FORWARD FOREIGN CURRENCY CONTRACTS
AMOUNTS IN THOUSANDS SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
323,872 FRF 10/28/94 $ 59,774 $ (184)
17,066,985 JPY 8/15/94 to 9/9/94 171,195 (7,798)
55,282 SEK 10/11/94 7,082 (112)
TOTAL CONTRACTS TO SELL
(Receivable amount $229,957) $ 238,051 $ (8,094)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 2.7%
SECURITIES SOLD SHORT
NUMBER OF SHARES ISSUER VALUE
(000S)
100,000 Merck & Co., Inc. $ 2,962
225,900 News Corp. Ltd. ADR 11,634
TOTAL SECURITIES SOLD SHORT
(Total proceeds $16,019) $ 14,596
THE VALUE OF SECURITIES SOLD SHORT AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 0.2%
CURRENCY ABBREVIATIONS
ARP - Argentinean peso
BRR - Brazilian real
CAD - Canadian dollar
FRF - French franc
JPY - Japanese yen
MXN - Mexican peso
NZD - New Zealand dollar
SEK - Swedish krona
LEGEND
1. Non-income producing
2. Non-income producing - issuer filed for protection under the Federal
Bankruptcy Code or is in default of interest payment.
3. Principal amount is stated in United States dollars unless otherwise
noted.
4. Standard & Poor's Corporation credit ratings are used in the absence of
a rating by Moody's Investors Service, Inc.
5. Security exempt from registration under
Rule 144A of the Securities Act of 1933. These securities may be resold in
transactions exempt from registration, normally to qualified institutional
buyers. At the period end, the value of these securities amounted to
$63,696,000 or 0.7% of net assets.
6. A portion of the security pledged to cover margin requirements on open
short sale transactions (see Note 2 of Notes to Financial Statements). At
the period end the value of securities pledged amounted to $15,794,000.
7. Debt obligation initially issued in zero coupon form which converts to
coupon form at a specified rate and date.
8. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
9. Market value reflects the payment of the first installment. Additional
equal payments of $699,000 are payable in January and October of 1995.
10. Most foreign government obligations
have not been individually rated by S&P
or Moody's. The ratings listed are assigned to securities by FMR, the
fund's investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.
11. Affiliated company (See Note 6 of Notes to Financial Statements).
12. Principal amount shown is original face amount and does not reflect the
inflation adjustments.
The composition of long-term debt holdings as
a percentage of total value of investment in securities, is as follows
(ratings are unaudited):
MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 2.3% AAA, AA, A 2.6%
Baa 0.4% BBB 0.1%
Ba 0.4% BB 0.6%
B 1.6% B 1.0%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
D 0.0%
The percentage not rated by either S&P or Moody's amounted to 0.6%. FMR has
determined that unrated debt securities that are lower quality account for
0.5% of the total value of investment in securities.
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 86.6%
United Kingdom 3.1
Japan 2.6
Canada 2.3
Netherlands 1.3
France 1.1
Others (individually less than 1%) 3.0
TOTAL 100.0%
INCOME TAX INFORMATION
At July 31, 1994, the aggregate cost of investment securities for income
tax purposes was $8,055,960,000. Net unrealized appreciation aggregated
$673,182,000, of which $848,133,000 related to appreciated investment
securities and $174,951,000 related to depreciated investment securities.
The fund hereby designates $39,998,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
At July 31, 1994, the fund was required to defer $998,000 of losses on
futures contracts and options.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER SHARE AMOUNTS) JULY 31, 1994

ASSETS

Investment in securities, at value (including repurchase $ 8,729,142
agreements of $1,107,273) (cost $8,039,306) (Notes 1
and 2) - See accompanying schedule

Securities sold short, at value (proceeds received (14,596) $ 8,714,546
$16,019) (Note 2)

Restricted cash on securities sold short (Note 2) 16,019

Cash 149

Receivable for investments sold 99,127

Receivable for fund shares sold 14,558

Dividends receivable 10,547

Interest receivable 11,373

Other receivables 3,163

TOTAL ASSETS 8,869,482

LIABILITIES

Payable for investments purchased 88,312

Unrealized depreciation on foreign currency contracts 8,094

Payable for fund shares redeemed 8,856

Accrued management fee 3,738

Other payables and accrued expenses 3,282

TOTAL LIABILITIES 112,282

NET ASSETS $ 8,757,200

Net Assets consist of (Note 1):

Paid in capital $ 7,708,315

Undistributed net investment income 8,861

Accumulated undistributed net realized gain (loss) on 357,175
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 682,849
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 394,940 shares outstanding $ 8,757,200

NET ASSET VALUE and redemption price per share $22.17
($8,757,200 (divided by) 394,940 shares)

Maximum offering price per share (100/97.00 of $22.17) $22.86

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED JULY 31, 1994

INVESTMENT INCOME $ 140,623
Dividends (including $1,473 received from affiliated
issuers) (Note 7)

Interest (including security lending fees of $52) (Note 6) 87,051

TOTAL INCOME 227,674

EXPENSES

Management fee (Note 4) $ 40,956

Transfer agent fees (Note 4) 20,162

Accounting fees and expenses (Note 4) 775

Non-interested trustees' compensation 47

Custodian fees and expenses 581

Registration fees 1,200

Audit 97

Legal 52

Reports to shareholders 511

Miscellaneous 549

Total expenses before reductions 64,930

Expense reductions (Note 5) (987) 63,943

NET INVESTMENT INCOME 163,731

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(NOTES 1, 2 AND 3)
Net realized gain (loss) on:

Investment securities 510,501

Foreign currency transactions (7,703)

Short sales (19,341) 483,457

Change in net unrealized appreciation (depreciation) on:

Investment securities (149,120)

Short sales 8,638

Assets and liabilities in foreign currencies (14,265) (154,747)

NET GAIN (LOSS) 328,710

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM $ 492,441
OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEARS ENDED JULY 31,

1994 1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 163,731 $ 138,527
Net investment income

Net realized gain (loss) 483,457 175,544

Change in net unrealized appreciation (depreciation) (154,747) 612,689

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 492,441 926,760
FROM OPERATIONS

Distributions to shareholders: (165,953) (145,686)
From net investment income

From net realized gain (247,094) (484,558)

TOTAL DISTRIBUTIONS (413,047) (630,244)

Share transactions 3,791,186 2,629,566
Net proceeds from sales of shares

Reinvestment of distributions 401,972 613,201

Cost of shares redeemed (2,161,673) (1,091,633)

Net increase (decrease) in net assets resulting from 2,031,485 2,151,134
share transactions

TOTAL INCREASE (DECREASE) IN NET ASSETS 2,110,879 2,447,650

NET ASSETS

Beginning of period 6,646,321 4,198,671

End of period (including undistributed net investment $ 8,757,200 $ 6,646,321
income of $8,861 and $13,832, respectively)

OTHER INFORMATION
Shares

Sold 170,517 128,243

Issued in reinvestment of distributions 18,230 31,999

Redeemed (97,260) (53,563)

Net increase (decrease) 91,487 106,679

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED JULY 31,

1994 1993 1992 1991 1990

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 21.90 $ 21.34 $ 19.92 $ 17.10 $ 18.56
period

Income from Investment
Operations

Net investment income .45 .53 .50 .46 .58

Net realized and unrealized 1.07 3.02 1.94 3.10 (.02)
gain (loss)

Total from investment 1.52 3.55 2.44 3.56 .56
operations

Less Distributions

From net investment income (.48) (.59) (.38) (.52) (.75)

From net realized gain (.77) (2.40) (.64) (.22) (1.27)

Total distributions (1.25) (2.99) (1.02) (.74) (2.02)

Net asset value, end of period $ 22.17 $ 21.90 $ 21.34 $ 19.92 $ 17.10

TOTAL RETURN A,B 7.08% 19.10% 12.75% 21.89% 3.22%

RATIOS AND SUPPLEMENTAL
DATA

Net assets, end of period $ 8,757 $ 6,646 $ 4,199 $ 2,686 $ 1,910
(in millions)

Ratio of expenses to average .82% .83% .86% .87% .87%
net assets

Ratio of expenses to average .83% .83% .86% .87% .87%
net assets before expense
reductions

Ratio of net investment income 2.09% 2.67% 2.49% 2.62% 3.43%
to average net assets

Portfolio turnover rate 92% 87% 221% 215% 108%

</TABLE>

A TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
B THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN. SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1994

1. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity Growth & Income Portfolio (the fund) is a fund of Fidelity
Securities Fund (the trust) and is authorized to issue an unlimited number
of shares. The trust is registered under the Investment Company Act of
1940, as amended (the 1940 Act), as an open-end management investment
company organized as a Massachusetts business trust. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. 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 as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days 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.
Effective August 1, 1993, the fund adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts, disposition
of foreign currencies, currency gains and losses realized between the trade
and settlement dates on securities transactions, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. Further, as permitted under the SOP, the effects of
changes in foreign currency exchange rates on investments in securities are
not segregated in the Statement of Operations from the effects of changes
in market prices of those securities, but are included with the net
realized and unrealized gain or loss on investment in securities.
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. Interest income is accrued as earned. Investment income
is recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
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 are primarily due to differing treatments for
foreign currency transactions, market discount, non-taxable dividends, and
losses deferred due to wash sales, futures, and options. 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 may include temporary book and tax
basis differences which will reverse in a subsequent period. Any taxable
gain or income 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.
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective August 1,
1993, the fund adopted Statement of Position 93-2: Determi- nation,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the fund changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of August 1, 1993 have been reclassified to reflect
an increase in paid in capital of $55,647,000, an increase in undistributed
net investment income of $832,000 and a decrease in accumulated net
realized gain on investments of $56,479,000.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These contracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars, as reflected in the schedule of
investments under the caption "Forward Foreign Currency Contracts,"
reflects the total exposure the fund has in that particular currency
contract. The U.S. dollar value of forward foreign currency contracts is
determined using forward currency exchange rates supplied by a quotation
service. Losses may arise due to changes in the value of the foreign
currency or if the counterparty does
not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
2. OPERATING POLICIES -
CONTINUED
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible for
determining that the value of these underlying securities remains at least
equal to the resale price.
SHORT SALES AGAINST THE BOX. The fund may hedge its investments against
changes in value by engaging in short sales against the box. In a short
sale against the box, the fund sells a borrowed security, while at the same
time either owning an identical security or having the right to obtain such
a security. By selling short against the box the equity underlying one of
its convertible holdings, the fund would seek to offset the effect that a
decline in the underlying equity might have on the value of the convertible
security. While the short sale is outstanding, the fund will not dispose of
the security hedged by the short sale.
The fund is required to establish a margin account with the broker lending
the security sold short. While the short sale is outstanding, the broker
retains the proceeds of the short sale and the fund instructs the custodian
to maintain in a separate account securities having a value at least equal
to the amount of the securities sold short.
3. PURCHASES AND SALES OF
INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $7,495,866,000 and $6,298,359,000, respectively, of which sale
of U.S. government and government agency obligations aggregated
$212,150,000.
4. FEES AND OTHER
TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
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 .30% to .52% for the period from August 1, 1993 to
October 31, 1993 and .285% to .520% from November 1, 1993 to July 31, 1994.
In the event that these rates were lower than the contractual rates in
effect during those periods, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The annual
individual fund fee rate is .20%. For the period, the management fee was
equivalent to an annual rate of .52% of average net assets.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .27% to .52%. Effective August 1, 1994, FMR has voluntarily
agreed to implement this new group fee rate schedule as it results in the
same or a lower management fee.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $7,670,000 on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives fees based on the type, size, number of accounts and the
number of transactions made by shareholders. FSC pays for typesetting,
printing and mailing of all shareholder reports, except proxy statements.
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 $3,869,000 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
$987,000 under this arrangement.
6. SECURITY LENDING.
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 100% of the market value of the loaned
securities during the period of the loan. At period end, there were no
loans outstanding.
7. 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 with companies which are or
were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
DOLLAR AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Amli Residential Properties Trust (SBI) $ - $ - $ 167 $ 17,103
Aztar Corp. (a) 3,841 - - 15,949
Carson Pirie Scott & Co. (a) 2,586 - - 22,138
Cephalon, Inc. (a) 927 - - 7,200
Storage Equities, Inc. 897 - 483 19,393
Summit Care Corp. - 753 - -
Summit Property Trust (SBI) - - 379 13,404
TNT Freightways Corp. 110 278 444 26,714
TOTALS $ 8,361 $ 1,031 $ 1,473 $ 121,901
(a) Non-income producing
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity Growth & Income Portfolio:
We have audited the accompanying statement of assets and liabilities of
Fidelity Securities Fund: Fidelity Growth & Income Portfolio, including the
schedule of portfolio investments, as of July 31, 1994, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 1994 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles
used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Securities Fund: Fidelity Growth & Income Portfolio as of July
31, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 2, 1994

DISTRIBUTIONS

The Board of Trustees of Fidelity Securities Fund: Fidelity Growth & Income
Portfolio voted to pay on September 6, 1994, to shareholders of record at
the opening of business on September 2, 1994, a distribution of $0.84
derived from capital gains realized from sales of portfolio securities and
a dividend of $0.10 from net investment income. 9.5% of the dividends
distributed during the fiscal year was derived from interest on U.S.
Government securities which is generally exempt from state income tax. 41%
of the dividends distributed during the fiscal year qualifies for the
dividends received deduction for corporate shareholders. The fund will
notify shareholders in January 1995 of these percentages for use in
preparing 1994 tax returns.
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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
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Steven Kaye, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager,
Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
The Chase Manhattan Bank, N.A.
New York, NY
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Fidelity Fifty
Growth Company Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
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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)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE

FIDELITY

(registered trademark)
DIVIDEND GROWTH
FUND
ANNUAL REPORT
JULY 31, 1994
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 9 A summary of major shifts in the
fund's investments over the past six
months.

INVESTMENTS 10 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 18 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 22 Notes to the financial statements.

REPORT OF INDEPENDENT 26 The auditor's opinion.
ACCOUNTANTS

Dividend Growth 9.51% 18.27%

S&P 500(registered trademark) 5.16% 9.53%

Average Growth Fund 3.91% 8.07%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
April 27, 1993. For example, if you had invested $1,000 in a fund that had
a 5% return over the past year, you would have $1,050. You can compare
these figures to the performance of the Standard & Poor's Composite Index
of 500 stocks - a common proxy for the U.S. stock market. You can also
compare them to the average growth fund, which reflects the performance of
501 growth funds tracked by Lipper Analytical Services. Both benchmarks
include reinvested dividends and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1994 PAST 1 LIFE OF
YEAR FUND

Dividend Growth 9.51% 14.21%

S&P 500(registered trademark) 5.16% 7.47%

Average Growth Fund 3.91% 6.36%

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.

$10,000 OVER LIFE OF FUND
Fidelity Dividend Growth S&P 500
04/27/93 10000.00 10000.00
04/30/93 10150.00 10155.08
05/31/93 10480.00 10427.23
06/30/93 10700.00 10457.47
07/31/93 10800.00 10415.64
08/31/93 11550.00 10810.40
09/30/93 11820.00 10727.16
10/31/93 12080.00 10949.21
11/30/93 11680.00 10845.19
12/31/93 12171.52 10976.42
01/31/94 12493.14 11349.62
02/28/94 12302.18 11042.04
03/31/94 11715.48 10560.61
04/30/94 11786.36 10695.78
05/31/94 11604.10 10871.20
06/30/94 11310.45 10604.85
07/31/94 11826.86 10952.69
$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Fidelity
Dividend Growth Fund on April 27, 1993, when the fund started. As the chart
shows, by July 31, 1994, the value of your investment would have grown to
$11,827 - a 18.27% increase on your initial investment. For comparison,
look at how the S&P 500 did over the same period. With dividends
reinvested, the same $10,000 investment would have grown to $10,953 - a
9.53% increase.
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
growth in the long run and
volatility in the short run. 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.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

FUND FACTS
GOAL: to increase the value
of the fund's shares by
investing mainly in
companies that have the
potential to increase their
dividends or begin paying
dividends
START DATE: April 27, 1993
SIZE: as of July 31, 1994,
more than $72 million
MANAGER: Fergus Shiel,
since April 1994; manager,
Fidelity Select
Telecommunications
Portfolio, June 1992 - April
1994; Select Broadcast and
Media Portfolio, June 1990 -
September 1991 and
February 1993 - June 1993;
Select Consumer Products
Portfolio, June 1991 - June
1992; joined Fidelity in 1989
(checkmark)
FERGUS SHIEL ON PICKING
STOCKS:
"I look for a number of things
when picking stocks. I look for
situations where earnings
growth is more rapid than
people would expect. I also
look for turnarounds,
companies that seem to be
coming back from hard times.
An example is Armco Steel,
where management has
streamlined operations and
sold unprofitable parts of its
operation. Most importantly, I
look for a strong cash flow,
which gives a company the
opportunity to pay or increase
its dividend, buy up its shares,
or make acquisitions."
(solid bullet) Many of the fund's holdings
have changed, which often
happens when a fund
undergoes a managerial shift.
(solid bullet) The fund had an increase in
cash holdings during the
period as a result of the
management transition.
However, as of July 31, 1994,
cash was down to 0.8% of the
fund.
(solid bullet) The fund has the authority
to use derivatives, but had no
derivative investments as of
July 31, 1994.
DISTRIBUTIONS
85% of the dividends
distributed during the fiscal
year qualifies for the
dividends-received deductions
for corporate shareholders.
The fund will notify
shareholders in January 1995
of these percentages for use in
preparing 1994 income tax
returns.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF JULY 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Ericsson (L.M.) Telephone Co.
Class B ADR 3.8 --

Armco, Inc. 3.3 --

Philip Morris Companies, Inc. 3.1 0.2

LCI International, Inc. 2.8 0.2

RJR Nabisco Holdings Corp. 2.6 --

Glenayre Technologies, Inc. 2.3 0.6

Oracle Systems Corp. 2.0 --

Manpower, Inc. 1.9 --

ALC Communications Corp. 1.8 0.1

CDI Corp. 1.7 --

TOP FIVE INDUSTRIES AS OF JULY 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO

Technology 16.8 6.9

Utilities 10.3 10.1

Basic Industries 9.5 2.8

Retail & Wholesale 8.1 3.9

Nondurables 7.7 3.5

ASSET ALLOCATION
AS OF JULY 31, 1994* AS OF JANUARY 31, 1994**
Row: 1, Col: 1, Value: 1.8
Row: 1, Col: 2, Value: 98.2
Row: 1, Col: 1, Value: 5.8
Row: 1, Col: 2, Value: 1.7
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 4, Value: 42.5
Stocks 99.2%
Bonds -
Short-term
Investments 0.8%
FOREIGN
INVESTMENTS 12.6%
Stocks 92.5%
Bonds 1.7%
Short-term
Investments 5.8%
FOREIGN
INVESTMENTS 9.0%

*
**
INVESTMENTS JULY 31, 1994

Showing Percentage of Total Value of Investments

COMMON STOCKS - 98.7%
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - 9.5%
CHEMICALS & PLASTICS - 2.1%
Praxair, Inc. 22,300 $ 501,750
Sterling Chemical, Inc. (a) 40,000 365,000
Witco Corp. 21,300 620,363
1,487,113
IRON & STEEL - 6.5%
Armco, Inc. (a) 402,400 2,364,100
Insteel Industries, Inc. 30,000 262,500
Kentucky Electric Steel, Inc. (a) 55,000 666,875
Nucor Corp. 15,000 1,035,000
Steel of West Virginia, Inc. (a) 24,000 294,000
4,622,475
PACKAGING & CONTAINERS - 0.0%
Ball Corp. 6 158
PAPER & FOREST PRODUCTS - 0.9%
Drypers Corp. (a) 30,000 292,500
Jefferson Smurfit Corp. (a) 20,000 357,500
650,000
TOTAL BASIC INDUSTRIES 6,759,746
CONGLOMERATES - 0.3%
GenCorp, Inc. 20,000 252,500
CONSTRUCTION & REAL ESTATE - 2.9%
BUILDING MATERIALS - 0.6%
York International Corp. 10,000 392,500
ENGINEERING - 2.3%
Glenayre Technologies, Inc. (a) 33,300 1,648,350
TOTAL CONSTRUCTION & REAL ESTATE 2,040,850
DURABLES - 1.4%
AUTOS, TIRES, & ACCESSORIES - 0.9%
TRW, Inc. 9,000 627,750
HOME FURNISHINGS - 0.4%
Haverty Furniture Companies, Inc. 23,000 287,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - 0.1%
Dominion Textile, Inc. (a) 18,000 $ 90,893
TOTAL DURABLES 1,006,143
ENERGY - 6.5%
COAL - 0.4%
Pittston Company Services Group 10,000 300,000
ENERGY SERVICES - 1.9%
Baker Hughes, Inc. 5,000 105,625
Computalog Ltd. (a) 56,000 439,315
Enserv Corp. (a) 45,800 446,023
Halliburton Co. 5,000 170,000
Rowan Companies, Inc. (a) 20,000 165,000
1,325,963
OIL & GAS - 4.2%
Ashland Oil, Inc. 10,000 357,500
Beau Canada Exploration 426,900 714,451
Canadian National Resources Ltd. (a)(b) 3,000 42,471
Cogas Energy Corp. Ltd. (a) 121,500 438,232
Crown Central Petroleum Corp. Class A. (a) 10,000 173,750
Richland Petroleum Corp. Class A. (a) 134,100 785,979
Rio Alto Exploration Ltd. (a)(b) 2,000 12,624
Rio Alto Exploration Ltd. (a) 900 5,681
Ulster Petroleums Ltd. (a) 160,000 478,990
3,009,678
TOTAL ENERGY 4,635,641
FINANCE - 6.2%
BANKS - 0.6%
Bank South Corp. 20,000 397,500
CREDIT & OTHER FINANCE - 1.2%
American Express Co. 33,000 874,500
FEDERAL SPONSORED CREDIT - 2.0%
Federal Home Loan Mortgage Corporation 14,180 843,710
Federal National Mortgage Association 7,000 607,250
1,450,960
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - 0.8%
Allstate Corp. 22,600 $ 565,000
SECURITIES INDUSTRY - 1.6%
Merrill Lynch & Co., Inc. 30,000 1,098,750
TOTAL FINANCE 4,386,710
HEALTH - 5.0%
DRUGS & PHARMACEUTICALS - 0.7%
American Cyanamid Co. 8,000 485,000
MEDICAL EQUIPMENT & SUPPLIES - 4.3%
ADAC Laboratories 15,000 95,625
Becton, Dickinson & Co. 9,000 379,125
Circon Corp. (a) 15,000 142,500
Datascope Corp. (a) 10,000 160,000
Medtronic, Inc. 4,000 356,500
Mentor Corp. (a) 55,000 904,063
Moore Medical Corp. 20,300 309,575
Namic USA Corp. (a) 2,500 21,875
Nellcor, Inc. (a) 3,200 86,400
Protocol Systems, Inc. (a) 1,300 9,425
St. Jude Medical, Inc. 10,000 317,500
Utah Medical Products, Inc. 32,100 260,813
3,043,401
TOTAL HEALTH 3,528,401
INDUSTRIAL MACHINERY & EQUIPMENT - 6.4%
ELECTRICAL EQUIPMENT - 2.7%
California Amplifier, Inc. (a) 170,100 701,663
Itel Corp. (a) 25,400 860,425
Philips NV 13,000 401,375
1,963,463
INDUSTRIAL MACHINERY & EQUIPMENT - 3.7%
Bearings, Inc. 10,000 317,500
CMI Corp. Oklahoma Class A 60,000 427,500
Imo Industries, Inc. (a) 44,800 532,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Nokia AB Free shares 2,500 $ 240,929
Nokia Corp. sponsored ADR. (a) 15,600 766,350
Park-Ohio Industries, Inc. (a) 24,600 344,400
2,628,679
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 4,592,142
MEDIA & LEISURE - 5.7%
BROADCASTING - 0.3%
Multimedia, Inc. (a) 8,000 242,000
LEISURE DURABLES & TOYS - 2.8%
Brunswick Corp. 26,000 620,750
Coleman, Inc. (a) 25,000 821,875
Outboard Marine Corp. 25,000 562,500
2,005,125
PUBLISHING - 0.6%
Lee Enterprises, Inc. 12,000 414,000
RESTAURANTS - 2.0%
Brinker International, Inc. (a) 5,900 132,013
Consolidated Products, Inc. (a) 40,000 395,000
Ground Round Restaurants, Inc. (a) 140,000 892,500
1,419,513
TOTAL MEDIA & LEISURE 4,080,638
NONDURABLES - 7.7%
FOODS - 1.0%
Chiquita Brands International, Inc. 18,800 232,650
Michael Foods, Inc. 40,000 515,000
747,650
TOBACCO - 6.7%
Philip Morris Companies, Inc. 40,000 2,200,000
RJR Nabisco Holdings Corp. (a) 300,000 1,837,500
UST, Inc. 25,000 721,875
4,759,375
TOTAL NONDURABLES 5,507,025
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - 8.1%
APPAREL STORES - 1.6%
Burlington Coat Factory Warehouse Corp. (a) 18,100 $ 393,675
Filene's Basement Corp. (a) 20,000 185,000
Gymboree Corp. (a) 4,600 188,600
Harolds Stores, Inc. (a) 31,800 393,525
1,160,800
GROCERY STORES - 0.9%
Stop & Shop Companies, Inc. (a) 20,000 510,000
Super Rite Corp. (a) 10,000 122,500
632,500
RETAIL & WHOLESALE, MISC - 5.6%
Best Products, Inc. (a) 10,000 76,250
Circuit City Stores, Inc. 22,600 494,375
Finish Line, Inc. Class A. (a) 25,000 218,750
Gander Mountain Inc. (a) 32,000 392,000
Lillian Vernon Corp. 65,000 1,121,250
Lowe's Companies, Inc. 14,000 504,000
Micro Warehouse, Inc. 31,400 690,800
Rex Stores Corp. (a) 30,000 498,750
3,996,175
TOTAL RETAIL & WHOLESALE 5,789,475
SERVICES - 6.4%
ADVERTISING - 2.3%
ADVO-Systems, Inc. 44,700 748,725
Omnicom Group, Inc. 9,200 468,050
WPP Group PLC ADR 120,000 397,500
1,614,275
SERVICES - 4.1%
CDI Corp. (a) 90,000 1,226,250
Children's Discovery Center A.(a) 30,000 412,500
Manpower, Inc. 55,000 1,320,000
2,958,750
TOTAL SERVICES 4,573,025
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - 16.8%
COMMUNICATIONS EQUIPMENT - 5.0%
Aspect Telecommunications Corp. (a) 27,600 $ 821,100
Ericsson (L.M.) Telephone Co. Class B ADR 50,000 2,725,000
3,546,100
COMPUTER SERVICES & SOFTWARE - 7.8%
Compuware Corp. (a) 8,900 350,438
EIS International, Inc. (a) 75,000 740,625
LEGENT Corp. (a) 16,000 380,000
Oracle Systems Corp. (a) 37,000 1,415,250
Peoplesoft, Inc. (a) 24,000 834,000
Platinum Technology, Inc. (a) 40,100 621,550
Sybase, Inc. (a) 14,000 551,250
Walker Interactive Systems, Inc. (a) 49,200 344,400
Wonderware Corp. 21,100 311,225
5,548,738
ELECTRONIC INSTRUMENTS - 0.9%
Lam Research Corp. (a) 6,000 169,500
Novellus System, Inc. (a) 6,000 220,500
Varian Associates, Inc. 7,000 252,875
642,875
ELECTRONICS - 3.1%
Advanced Micro Devices, Inc. (a) 19,800 534,600
Intel Corp. 5,000 296,250
LSI Logic Corp. (a) 12,900 349,913
Micron Technology, Inc. 20,000 747,500
Motorola, Inc. 5,000 265,000
2,193,263
TOTAL TECHNOLOGY 11,930,976
TRANSPORTATION - 5.5%
AIR TRANSPORTATION - 2.6%
Atlantic Southeast Airlines, Inc. 7,100 205,013
Comair Holdings, Inc. 8,600 201,025
Delta Air Lines, Inc. 10,000 481,250
KLM Royal Dutch Airlines. (a) 20,500 635,500
KLM Royal Dutch Airlines Ord. (a) 3,900 120,402
SkyWest, Inc. 7,000 186,813
1,830,003
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - 2.9%
Carolina Freight Corp. 105,000 $ 971,250
Landair Services, Inc. (a) 9,000 171,000
Landstar System, Inc. (a) 30,000 945,000
2,087,250
TOTAL TRANSPORTATION 3,917,253
UTILITIES - 10.3%
CELLULAR - 0.3%
LIN Broadcasting Corp. 2,000 250,000
TELEPHONE SERVICES - 10.0%
ALC Communications Corp. (a) 40,000 1,295,000
Ameritech Corp. 17,100 701,100
BellSouth Corp. 8,000 500,000
Comsat Corp., Series 1 15,000 391,875
LCI International, Inc. (a) 110,000 2,007,500
Pacific Telesis Group 15,000 491,250
Rochester Telephone Corp. 42,400 1,022,900
Southwestern Bell Corp. 12,000 504,000
Sprint Corporation 5,000 183,125
Telephone & Data Systems, Inc. 48 1,956
7,098,706
TOTAL UTILITIES 7,348,706
TOTAL COMMON STOCKS
(Cost $67,462,384) 70,349,231
NONCONVERTIBLE PREFERRED STOCKS - 0.5%
INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%
Nokia (Cost $332,957) 3,600 346,933
REPURCHASE AGREEMENTS - 0.8%
MATURITY VALUE (NOTE 1)
AMOUNT
Investments in repurchase agreements,
(U.S. Treasury obligations), in a joint
trading account at 4.23% dated
7/29/94 due 8/1/94 $ 551,194 $ 551,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $68,346,341) $ 71,247,164
LEGEND
1. Non-income producing
2. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $55,095 or 0.1% of net
assets.
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 87.4%
Canada 4.8
Sweden 3.8
Finland 1.9
Netherlands 1.6
Others (individually less than 1%) 0.5
TOTAL 100.0%
INCOME TAX INFORMATION
At July 31, 1994, the aggregate cost of investment securities for income
tax purposes was $68,879,642. Net unrealized appreciation aggregated
$2,367,522, of which $4,343,041 related to appreciated investment
securities and $1,975,519 related to depreciated investment securities.
At July 31, 1994, the fund had a capital loss carryover of approximately
$1,099,000 which will expire on July 31, 2002.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
JULY 31, 1994

ASSETS

Investment in securities, at value (including repurchase $ 71,247,164
agreements of $551,000) (cost $68,346,341) (Notes 1
and 2) - See accompanying schedule

Cash 848

Receivable for investments sold 3,214,724

Receivable for fund shares sold 998,273

Dividends receivable 28,071

Interest receivable 514

TOTAL ASSETS 75,489,594

LIABILITIES

Payable for investments purchased $ 2,612,982

Payable for fund shares redeemed 387,559

Accrued management fee 45,707

Other payables and accrued expenses 88,089

TOTAL LIABILITIES 3,134,337

NET ASSETS $ 72,355,257

Net Assets consist of (Note 1):

Paid in capital $ 71,067,668

Undistributed net investment income 8,641

Distributions in excess of net realized gain (loss) on (1,621,875)
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 2,900,823
investments

NET ASSETS, for 6,195,979 shares outstanding $ 72,355,257

NET ASSET VALUE, offering price and redemption price per $11.68
share ($72,355,257 (divided by) 6,195,979 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED JULY 31, 1994

INVESTMENT INCOME $ 868,809
Dividends

Interest 265,184

TOTAL INCOME 1,133,993

EXPENSES

Management fee (Note 4) 462,784
Basic fee

Performance adjustment 31,912

Transfer agent fees (Note 4) 336,727

Accounting fees and expenses (Note 4) 49,300

Non-interested trustees' compensation 413

Custodian fees and expenses 57,554

Registration fees 68,707

Audit 25,438

Legal 339

Interest (Note 6) 2,541

Reports to shareholders 5,000

Miscellaneous 17,155

Total expenses before reductions 1,057,870

Expense reductions (Note 5) (20,476) 1,037,394

NET INVESTMENT INCOME 96,599

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(NOTES 1, 2 AND 3)
Net realized gain (loss) on:

Investment securities (287,624)

Foreign currency transactions (9,106) (296,730)

Change in net unrealized appreciation (depreciation) on 2,287,585
investment securities

NET GAIN (LOSS) 1,990,855

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM $ 2,087,454
OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED APRIL 27,1993
JULY 31, 1994 (COMMENCEMENT
OF
OPERATIONS)
JULY 31, 1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 96,599 $ (17,672)
Net investment income (loss)

Net realized gain (loss) (296,730) 1,020

Change in net unrealized appreciation (depreciation) 2,287,585 613,238

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 2,087,454 596,586
FROM OPERATIONS

Distributions to shareholders (74,046) -
From net investment income

In excess of net realized gain (1,012,776) -

TOTAL DISTRIBUTIONS (1,086,822) -

Share transactions 192,121,803 20,226,698
Net proceeds from sales of shares

Reinvestment of distributions 1,069,824 -

Cost of shares redeemed (140,293,684) (2,366,602)

Net increase (decrease) in net assets resulting from 52,897,943 17,860,096
share
transactions

TOTAL INCREASE (DECREASE) IN NET ASSETS 53,898,575 18,456,682

NET ASSETS

Beginning of period 18,456,682 -

End of period (including under (over) distribution of net $ 72,355,257 $ 18,456,682
investment income of $8,641 and $(17,672),
respectively)

OTHER INFORMATION
Shares

Sold 16,269,312 1,934,498

Issued in reinvestment of distributions 89,434 -

Redeemed (11,871,410) (225,855)

Net increase (decrease) 4,487,336 1,708,643

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED APRIL 27, 1993
JULY 31, 1994 (COMMENCEMEN
T
OF OPERATIONS)
JULY 31, 1993

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 10.80 $ 10.00

Income from Investment Operations

Net investment income .02 (.01)

Net realized and unrealized gain (loss) 1.01 .81

Total from investment operations 1.03 .80

Less Distributions

From net investment income (.01) -

In excess of net realized gain (.14) -

Total distributions (.15) -

Net asset value, end of period $ 11.68 $ 10.80

TOTAL RETURN B, C 9.51% 8.00%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 72,355 $ 18,457

Ratio of expenses to average net assets 1.40% 2.50% A,
D

Ratio of expenses to average net assets before expense 1.43% 4.18% A,
reductions D

Ratio of net investment income to average net assets .13% (.73)%
A

Portfolio turnover rate 291% 90% A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
D LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1994

1. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity Dividend Growth Fund (the fund) is a fund of Fidelity Securities
Fund (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. 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 as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees. Short-term securities maturing within sixty days
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.
Effective August 1, 1993, the fund adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts ,
disposition of foreign currencies, currency gains and losses realized
between the trade and settlement dates on securities transactions, and the
difference between the amount of net investment income accrued and the U.S.
dollar amount actually received. Further, as permitted under the SOP, the
effects of changes in foreign currency exchange rates on investments in
securities are not segregated in the Statement of Operations from the
effects of changes in market prices of those securities, but are included
with the net realized and unrealized gain or loss on investment in
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 all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
securities where the ex-dividend date may have passed, are recorded as soon
as the fund is informed of the ex-dividend date. Interest income is accrued
as earned. Investment income is recorded net of foreign taxes withheld
where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
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 are primarily due to differing treatments for
foreign currency transactions, 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 may include temporary book and tax
basis differences which will reverse in a subsequent period.
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.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. The U.S. dollar value of forward foreign currency
contracts is determined using forward currency exchange rates supplied by a
quotation service. Losses may arise due to changes in the value of the
foreign currency or if the counterparty does not perform under the
contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible for
determining that the value of these underlying securities remains at least
equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of FMR, may transfer uninvested cash
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
balances into one or more joint trading accounts. These balances are
invested in one or more repurchase agreements that mature in 60 days or
less from the date of purchase, and are collateralized by U.S. Treasury or
Federal Agency obligations.
3. PURCHASES AND SALES OF
INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $249,183,406 and $197,894,507 respectively, of which U.S.
government and government agency obligations aggregated $174,805 and
$170,735, 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 .30% to .52% for the period from August 1, 1993
to October 31, 1993 and .285% to .520% for the period from November 1, 1993
to July 31, 1994. In the event that these rates were lower than the
contractual rates in effect during those periods, FMR voluntarily
implemented the above rates as they resulted in the same or a lower
management fee. The annual individual fund fee rate is .30%.
The basic fee is subject to a performance adjustment (up to a maximum of
(plus/minus).20%) based on the fund's investment perform-ance 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 .67%
of average net assets after the performance adjustment.
The Board of Trustees has approved a new group fee rate schedule with rates
ranging from .27% to .52%. Effective August 1, 1994, FMR voluntarily agreed
to implement this new group fee rate schedule as it results in the same or
a lower management fee.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing
and shareholder servicing agent. FSC receives fees based on the type, size,
number of accounts and the number of transactions made by shareholders. FSC
pays for typesetting, printing and mail- ing of all shareholder reports,
except proxy statements.
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 $151,676 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
$20,476 under this arrangement.
6. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $3,237,000 and $2,532,600,
respectively. The weighted average interest rate was 3.625%.Interest
expense includes $2,541 paid under the bank borrowing program.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity Dividend Growth Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Securities Fund: Fidelity Dividend Growth Fund, including the
schedule of portfolio investments, as of July 31, 1994, and the related
statement of operations for the year then ended, and the statements of
changes in net assets and the financial highlights for the year then ended
and for the period April 27, 1993(commencement of operations) to July 31,
1993. These financial statements and financial highlights are the
responsibility of the fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 1994 by correspondence with the custodian
and brokers. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Securities Fund: Fidelity Dividend Growth Fund as of July 31,
1994, the results of its operations for the year then ended, and the
changes in its net assets and the financial highlights for the year in
the period then ended and for the period April 27, 1993 (commencement of
operations) to July 31, 1993, in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 2, 1994
TO CALL FIDELITY

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)(LETTER_GRAPHIC)(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)(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(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
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

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
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager,
Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Fidelity Fifty
Growth Company Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
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)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE

FIDELITY

(registered trademark)
OTC
PORTFOLIO
ANNUAL REPORT
JULY 31, 1994
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 24 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 28 Notes to the financial statements.

REPORT OF INDEPENDENT 33 The auditor's opinion.
ACCOUNTANTS

OTC -0.36% 69.40% 402.33%

OTC (incl. 3% sales charge) -3.35% 64.31% 387.26%

NASDAQ 2.48% 59.12% 193.47%

Average Mid-Cap Fund 3.33% 72.43% 243.26%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
started on December 31, 1984. For example, if you had invested $1,000 in a
fund that had a 5% return over the past year, you would have $1,050. You
can compare these figures to the performance of the NASDAQ Composite Index
- - a common proxy for over-the-counter stocks. You can also compare them to
the average mid-cap fund, which reflects the performance of 79 mid-cap
funds tracked by Lipper Analytical Services. Unlike most other funds in
this category, this fund invests in large companies as well as small ones.
Both benchmarks include reinvested dividends and capital gains, if any, and
exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1994 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

OTC -0.36% 11.12% 18.33%

OTC (incl. 3% sales charge) -3.35% 10.44% 17.96%

NASDAQ 2.48% 9.74% 11.88%

Average Mid-Cap Fund 3.33% 11.22% 12.74%

31-Dec-84 9700.00
Jan-85 11546.67
Feb-85 12618.93
Mar-85 12797.64
Apr-85 12926.71
May-85 13800.40
Jun-85 14048.61
Jul-85 14654.24
Aug-85 14763.45
Sep-85 13780.55
Oct-85 14622.58
Nov-85 15546.76
Dec-85 16357.99
Jan-86 17518.35
Feb-86 18791.66
Mar-86 19736.38
Apr-86 20177.93
May-86 20670.83
Jun-86 20845.40
Jul-86 19048.38
Aug-86 19993.10
Sep-86 17949.63
Oct-86 18830.55
Nov-86 18542.89
Dec-86 18222.04
Jan-87 20467.99
Feb-87 22658.62
Mar-87 22603.30
Apr-87 22348.83
May-87 22547.98
Jun-87 23001.59
Jul-87 24107.97
Aug-87 25236.48
Sep-87 25081.58
Oct-87 17525.02
Nov-87 16462.90
Dec-87 18512.98
Jan-88 19170.54
Feb-88 20447.74
Mar-88 20915.62
Apr-88 21547.89
May-88 21358.21
Jun-88 22774.51
Jul-88 22698.63
Aug-88 22154.88
Sep-88 23002.12
Oct-88 22989.48
Nov-88 22243.40
Dec-88 22744.01
Jan-89 24210.53
Feb-89 24146.21
Mar-89 25201.08
Apr-89 26436.05
May-89 27619.56
Jun-89 27555.24
Jul-89 28764.48
Aug-89 30050.91
Sep-89 30222.48
Oct-89 29203.45
Nov-89 29471.61
Dec-89 29656.45
Jan-90 27550.75
Feb-90 28316.46
Mar-90 29391.39
Apr-90 28537.34
May-90 30407.43
Jun-90 30466.33
Jul-90 30068.75
Aug-90 27477.13
Sep-90 25964.93
Oct-90 25417.34
Nov-90 27181.80
Dec-90 28247.41
Jan-91 30471.86
Feb-91 32833.42
Mar-91 34676.97
Apr-91 34616.03
May-91 36307.22
Jun-91 34555.08
Jul-91 36992.83
Aug-91 38943.03
Sep-91 38600.80
Oct-91 40279.09
Nov-91 38374.87
Dec-91 42133.68
Jan-92 43953.01
Feb-92 44038.02
Mar-92 42626.77
Apr-92 41368.54
May-92 41963.65
Jun-92 41045.48
Jul-92 41912.64
Aug-92 40875.45
Sep-92 42137.04
Oct-92 43707.25
Nov-92 46792.26
Dec-92 48428.32
Jan-93 48749.29
Feb-93 46842.37
Mar-93 48466.08
Apr-93 47050.05
May-93 48315.04
Jun-93 48371.68
Jul-93 48900.33
Aug-93 49806.59
Sep-93 51175.43
Oct-93 51850.40
Nov-93 50480.00
Dec-93 52464.08
Jan-94 53876.75
Feb-94 53311.68
Mar-94 51181.82
Apr-94 49769.16
May-94 49508.36
Jun-94 47682.77
Jul-94 48725.96
Total
MonthEnd Value

$10,000 OVER 10 YEARS: Let's say you invested $10,000 in Fidelity OTC
Portfolio on December 31, 1984, when the fund began, and paid a 3% sales
charge. As the chart shows, by July 31, 1994, the value of your investment
would have grown to $48,726 - a 387.26% increase on your initial
investment. For comparison, look at how the NASDAQ did over the same
period. The same $10,000 investment would have grown to $29,347 - a 193.47%
increase.

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
growth in the long run and
volatility in the short run. 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.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
After generally falling through
much of 1994, U.S. stock prices
rebounded in July on the strength
of improving corporate earnings.
Rising interest rates caused the
stock market to stumble from
February through June. Stocks
largely took their cue from bonds,
which fell sharply due to
concerns that the strengthening
economy might trigger higher
inflation. Late in the period, a
weakening U.S. dollar put
additional downward pressure on
stocks. The Standard & Poor's
500 index had a total return of
5.16% for the 12 months ended
July 31, 1994, mainly due to
gains made in 1993. Cyclical
stocks - those whose prices
tend to move in tandem with the
economy - were among the
market leaders. These included
such sectors as chemicals,
metals and paper. Market
laggards included most
consumer nondurables -
especially retail, beverage and
drug companies. In addition,
rising interest rates hurt such
rate-sensitive sectors as
insurance and utilities. Aside from
Japanese stocks, which made
strong gains due to a
strengthening economy and yen,
most foreign markets suffered
corrections in 1994. However,
strong gains in 1993 helped drive
the Morgan Stanley EAFE
(Europe, Australia, Far East)
index to a 14.13% total return for
the 12 months ended July 31.
The Morgan Stanley Emerging
Markets Free Index was up
40.62%, again due to strong
performance in 1993.
An interview with Abigail Johnson,
Portfolio Manager of Fidelity
OTC Portfolio
Q. ABBY, HOW DID THE FUND DO?
A. After a successful run in 1993, small stocks have mostly suffered in
1994. The fund had a total return of -0.36% for the 12 months ended July
31, 1994. That trailed the NASDAQ Composite Index, which returned 2.48%
during the same period.
Q. GRANTED YOU'VE ONLY BEEN MANAGING THE FUND SINCE MID-APRIL, BUT WHY DID
IT TRAIL THE INDEX?
A. In late 1993 and early 1994, the fund under-performed the index for
several reasons. The fund emphasized investments in the financial, health
care and transportation industries, all of which had relatively weak
performance. In addition, the fund was under-weighted in the technology
sector, as compared to the index, which did well during that period. Over
the past few months, the fund's performance has improved relative to the
index, although it has continued to lag. Broadly speaking, when interest
rates rose and stocks corrected earlier this year, those of smaller,
fast-growing companies were hit harder than larger companies. Many
investors fled to the relative safety of blue-chip stocks when they weren't
selling stock investments altogether. Also, the past few months have been a
time of transition for the fund. I've been making many changes, and I'm
just now nearing the point at which I think the fund is positioned for
better performance.
Q. WHAT HAS BEEN YOUR STRATEGY?
A. First, I've increased the fund's investment in technology stocks from
12.0% on January 31 to 23.7% on July 31. These companies are the heart and
soul of the over-the-counter market. Many are capitalizing on the trend in
American business toward improving productivity through increased spending
on technology, and I want the fund to be there. In fact, I quickly moved
two of the biggest names in the NASDAQ index - Intel and Microsoft - right
to the top of the list of the fund's largest investments. Intel is the
world's leading producer of semiconductors, and I'm confident about the
personal computer market's acceptance of its new product, the Pentium.
While Intel's stock has sputtered lately, Microsoft has boosted the fund's
performance. The company has very high profit margins, and is launching an
exciting new product line next year.
Q. CONVERSELY, THE FUND'S STAKE IN HEALTH CARE HAS FALLEN FROM 15.6% TO
7.7% OVER THE PAST SIX MONTHS. WHAT'S THE STORY THERE?
A. As with technology, I've tried to make the size of the fund's health
care investment more closely reflect that of the index. As a quick aside,
I'm allowed to invest up to 35% of the fund in non-OTC, or "listed" stocks
- - those traded on other U.S. or foreign exchanges. However, I don't see
much relative advantage to keeping more than about a 10% stake in listed
stocks right now. In addition, I want the fund to mirror more closely the
make-up of the OTC market going forward. When I began managing the fund, it
had a pretty large investment in listed stocks - many of which were in the
health care sector - and selling them reduced the fund's overall health
care investment. Of the health care stocks the fund now owns, I've tried to
steer toward companies that might be least impacted by potential reform. I
believe that these include smaller companies that manufacture medical and
other technological products. If their products are better and cheaper than
anything else on the market, these companies should do well regardless of
reform. Beyond these stocks, U.S. Healthcare - a rapidly growing health
maintenance organization (HMO) - was the fund's largest health care
investment at the end of July.
Q. YOU MENTIONED LIMITING NON-OTC STOCKS. WHAT TYPES OF THESE STOCKS WILL
THE FUND INVEST IN?
A. When the fund invests in listed stocks, I believe they should be names
that retain the spirit of the over-the-counter market. By this, I mean
growth-oriented companies that would generally fall into some of the OTC
market's larger sectors. Motorola - one of the fund's top 10 investments on
July 31 - is a good example. The company is experiencing exciting growth in
the semiconductor and telecommunications industries and has many of the
same characteristics as the OTC market's technology stocks. In addition,
I'll keep my eyes open for opportunities in foreign stocks, although I
don't expect to invest very heavily overseas. Conversely, listed stocks
I'll probably stay away from include those of drug companies, utilities and
large conglomerates, unless they appear extremely compelling compared to
opportunities in the OTC market. Again, I want the fund's listed stocks to
mirror the spirit of the OTC market, and currently these industries are not
traded over-the-counter.
Q. WHAT OTHER TRAITS WILL THE FUND REFLECT WHEN YOU'RE FINISHED
RESTRUCTURING?
A. I'm working to increase the fund's liquidity - its ability to trade in
and out of stocks in a reasonable period. I plan to do this by more heavily
emphasizing mid- to large-sized OTC stocks - especially among the fund's
top investments - and diversifying bets among the smallest companies. In
addition, I've already begun increasing the number of stocks in the fund.
Every year we hear about the stock of a fast-growing OTC company that
catches fire and quickly shoots upward. I always want the fund to own that
stock, and I think casting a wider net increases my chances. Now I realize
that this strategy also increases the likelihood of owning some mediocre
stocks, but I feel confident that our research and analysis capabilities
will help limit the disappointments.
Q. SPEAKING OF DISAPPOINTMENTS, WHAT WERE THE BIGGEST RECENTLY?
A. Much of the technology sector suffered a correction over the past few
months and the fund felt the effects. This is not unusual; the technology
sector is historically volatile. The trigger came when computer networking
company Cisco Systems reported first quarter earnings that - although
strong - fell below analysts' expectations. Sybase - a database software
company - also corrected hard recently. In fact, the prices of several
technology stocks fell despite excellent earnings growth, and I think that
it may be just a matter of time until prices more accurately reflect the
strong earnings potential of these companies. In addition, there were a few
unrelated stocks that hurt performance. Zebra Technologies, which makes the
machines on which those little bar code stickers are printed, suffered from
delays in new products. Also, Snapple Beverage's stock fell on investor
concerns about future earnings growth.
Q. LET'S TALK ABOUT THE FUTURE. WHAT'S ON THE HORIZON?
A. Over the past year, the strengthening economy has caused investors to
favor cyclical stocks, those whose prices tend to move in step with the
economy, over growth stocks - companies with fast-growing earnings. I think
as the economic expansion slowed a bit, the pendulum gradually started to
swing back toward growth stocks, which is a good sign for the fund. But
interest rates are a big variable. If rates can stabilize and the economy
remains reasonably strong, I think investors will favor companies that are
taking steps internally to produce strong earnings growth over companies
that rely more heavily on a strengthening economy to help them out.
Hopefully, I can pinpoint those companies that are poised for growth before
the rest of the market.

FUND FACTS
GOAL: to increase the value
of the fund's shares over the
long term by investing mainly
in stocks traded on the
over-the-counter market
START DATE: December 31, 1984
SIZE: as of July 31, 1994,
more than $1.2 billion
MANAGER: Abigail Johnson,
since April 1994; manager
Fidelity Dividend Growth
Fund, April 1993 - April 1994;
Fidelity's Select Developing
Communications Portfolio,
June 1991 - February 1993;
Select Telecommunications
Portfolio, September 1991 -
May 1992; Select Automation
& Machinery, Capital Goods,
and Industrial Technology
Portfolios, October 1988 -
July 1992; joined Fidelity in
1988
(checkmark)
ABIGAIL JOHNSON ON HER
INVESTING STYLE:
"I usually look for stocks whose
earnings are growing faster
than their valuations (prices
relative to earnings) suggest
they are. I'm biased toward
companies with good cash flow
and solid balance sheets. I'll
investigate turnaround stories,
but will lean more toward
stories that document good,
solid growth.
"I plan to spend a lot of time
analyzing the biggest names in
the OTC market - the Intels
and the Microsofts. These are
often stocks of more
established companies with
solid track records of earnings
growth. In addition, they trade
frequently, which offers the
fund liquidity. When there are
opportunities in that group, I'll
jump quickly. I don't want any
of NASDAQ's high-profile
stocks to make significant
moves without my being
there."
(solid bullet) Finance was the fund's
second largest sector
investment on July 31. One of
the fund's top 10 investments
- - Fifth Third Bancorp - has
a growing financial processing
operation and a very small
lending volume. This
usually helps its earnings
remain less sensitive to
changes in interest rates.
(solid bullet) The fund has the authority
to use derivative instruments
such as forward foreign
currency contracts and
futures, but hasn't made
much use of them. On July
31, the fund had no significant
investments in derivatives.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF JULY 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Intel Corp. 3.9 2.6

Microsoft Corp. 2.7 1.9

U.S. Healthcare, Inc. 2.1 2.8

Oracle Systems Corp. 1.9 -

Tele-Communications, Inc. Class A 1.6 2.0

Fifth Third Bancorp 1.2 1.1

Amgen, Inc. 1.1 1.2

State Street Boston Corp. 1.0 1.6

Wisconsin Central Transportation 0.9 0.9
Corp.

Motorola, Inc. 0.9 -

TOP FIVE INDUSTRIES AS OF JULY 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO

Technology 23.7 12.0

Finance 12.6 10.3

Health 7.7 15.6

Media & Leisure 5.5 11.1

Utilities 4.4 1.1

ASSET ALLOCATION
AS OF JULY 31, 1994* AS OF JANUARY 31, 1994**
Row: 1, Col: 1, Value: 23.9
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 36.1
Row: 1, Col: 4, Value: 40.0
Row: 1, Col: 1, Value: 21.0
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 29.0
Row: 1, Col: 4, Value: 50.0
Stocks 76.1%
Short-term
Investments 23.9%
FOREIGN
INVESTMENTS 4.4%
Stocks 79.0%
Short-term
Investments 21.0%
FOREIGN
INVESTMENTS 9.0%
*
**
INVESTMENTS JULY 31, 1994

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 76.1%
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - 3.7%
CHEMICALS & PLASTICS - 0.6%
OM Group, Inc. 153,100 $ 3,024
Petrolite Corp. 105,800 3,491
Triple S Plastics, Inc. (a) 135,300 1,725
8,240
IRON & STEEL - 1.4%
Gibraltar Steel Corp. (a) 199,200 2,341
Huntco, Inc. Class A 70,000 1,811
Kentucky Electric Steel, Inc. (a) 154,400 1,872
Schnitzer Steel, Inc. Class A 324,100 8,508
Steel Technologies, Inc. 124,000 2,139
TriMas Corp. 17,100 395
17,066
METALS & MINING - 0.2%
Foster LB Co. Class A (a) 25,000 87
Olympic Steel, Inc. (a) 190,000 2,660
2,747
PAPER & FOREST PRODUCTS - 1.5%
Jefferson Smurfit Corp. (a) 105,000 1,877
Riverside Forest Products 321,000 5,731
Willamette Industries, Inc. 216,900 10,791
18,399
TOTAL BASIC INDUSTRIES 46,452
CONGLOMERATES - 0.1%
Lancaster Colony Corp. 26,666 960
CONSTRUCTION & REAL ESTATE - 2.8%
BUILDING MATERIALS - 0.6%
Hoganas AB Class B Free shares 93,000 1,234
Tecumseh Products Co. Class A 120,500 6,025
7,259
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - 1.3%
Pulte Corp. 6,800 $ 155
Redman Industries (a) 148,800 2,678
Schuler Homes, Inc. (a) 372,800 8,574
Southern Energy Homes, Inc. (a) 376,000 4,888
16,295
ENGINEERING - 0.8%
Glenayre Technologies, Inc. (a) 208,400 10,316
REAL ESTATE INVESTMENT TRUSTS - 0.1%
RES Hotel Investors, Inc. 85,000 1,466
TOTAL CONSTRUCTION & REAL ESTATE 35,336
DURABLES - 2.9%
AUTOS, TIRES, & ACCESSORIES - 0.7%
Armor All Products Corp. 52,800 1,200
Deflectashield Corp. (a) 151,500 1,364
Jason, Inc. (a) 119,000 1,041
Spartan Motors, Inc. 200 3
Wabash National Corp. 105,000 3,780
Williams Controls, Inc. (a) 535,400 1,339
8,727
HOME FURNISHINGS - 0.5%
Bassett Furniture Industries, Inc. 104,400 3,079
LADD Furniture, Inc. 90,100 676
Pulaski Furniture Corp. 15,200 274
Rowe Furniture Corp. 113,350 992
Stanley Furniture (a) 63,100 726
5,747
TEXTILES & APPAREL - 1.7%
Cygne Designs, Inc. (a) 61,400 1,381
Galey & Lord, Inc. (a) 235,600 4,859
Interface, Inc. Class A 202,800 2,586
Justin Industries, Inc. 381,000 4,096
Mohawk Industries, Inc. (a) 245,000 3,690
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - CONTINUED
Quaker Fabric Corp. (a) 94,700 $ 1,231
Westpoint Stevens, Inc. Class A (a) 253,000 3,890
21,733
TOTAL DURABLES 36,207
ENERGY - 0.2%
ENERGY SERVICES - 0.0%
Marine Drilling Cos., Inc. (a) 20,000 106
Noble Drilling Corp. (a) 10,000 71
Offshore Logistics, Inc. (a) 21,450 271
448
OIL & GAS - 0.2%
Coda Energy, Inc. (a) 196,700 1,253
PT Tri Polyta Indonesia sponsored ADR 41,000 923
2,176
TOTAL ENERGY 2,624
FINANCE - 12.6%
BANKS - 9.3%
B B & T Financial Corp. 75,000 2,323
Bank Atlantic Bancorp, Inc. 26,000 364
Bank of New Hampshire Corp. 110,000 2,805
BanPonce Corp. 281,761 9,087
Boatmen's Bancshares, Inc. 112,100 3,839
CPB, Inc. 147,800 3,991
Central Fidelity Banks, Inc. 7,500 242
Chittenden Corp. 281,875 6,131
Colonial BancGroup, Inc. Class A 12,300 277
Commerce Bank (b) 212,887 7,824
Dauphin Deposit Corp. 39,900 1,037
Deposit Guaranty Corp. 25,000 825
Fifth Third Bancorp 290,300 15,023
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
BANKS - CONTINUED
First American Corp. 177,447 $ 5,878
First Commerce Bancshares, Inc.:
Class A 115,600 1,792
Class B 455,900 5,357
First Security Corp. 129,900 3,994
First Tennessee National Corp. 135,000 6,109
First Western Bancorp 211,175 5,966
Grenda Sunburst System Corp. 14,000 466
Hancock Holding Co. 50,000 1,469
Liberty Bancorporation, Inc. 54,700 1,737
Northern Trust Corp. 147,850 5,507
Regions Financial Corp. 128,200 4,567
SouthTrust Corp. 222,500 4,617
State Street Boston Corp. 336,600 12,917
Trico Bancshares 20,000 360
West One Bancorp 30,000 938
Zions Bancorporation 32,200 1,244
116,686
INSURANCE - 1.1%
Allied Group, Inc. 148,500 4,381
Commerce Group, Inc. 104,100 1,874
SAFECO Corp. 146,300 8,101
14,356
SAVINGS & LOANS - 2.1%
Astoria Financial Corp. (a) 36,100 1,212
BSB Bancorp, Inc. 4,300 118
Bay Ridge Bancorp, Inc. (a) 49,200 726
Brooklyn Bancorp, Inc. (a) 9,500 325
Charter One Financial Corp. 332,900 7,074
Collective Bancorp, Inc. 182,800 3,679
Commercial Federal Corp. (a) 158,700 3,968
Conservative Savings Corp. (b) 152,600 1,946
Main Street Community Bancorp 45,000 754
Quaker City Bancorp. (a) 100,000 1,056
Reliance BanCorp, Inc. (a) 10,000 136
Roosevelt Financial Group, Inc. 55,000 935
SFFed Corp. 41,400 859
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
SAVINGS & LOANS - CONTINUED
WFS BanCorp, Inc. (a) 35,000 $ 508
Washington Mutual Savings Bank 174,000 3,502
26,798
SECURITIES INDUSTRY - 0.1%
Concord Holding Corp. (a) 229,500 1,377
TOTAL FINANCE 159,217
HEALTH - 7.7%
DRUGS & PHARMACEUTICALS - 3.1%
Amgen, Inc. (a) 279,200 13,870
Biogen, Inc. (a) 100,000 4,349
Cell Genesys, Inc. (a) 191,000 1,624
Centocor, Inc. (a) 50,000 594
Cephalon, Inc. (a) 23,700 231
Noven Pharmaceuticals, Inc. (a) 236,400 2,719
Perspective Biosystems, Inc. (a) 40,000 500
Sepracor, Inc. (a) 748,600 4,024
Somatix Therapy Corp. (a) 248,900 1,307
Telor Ophthalmic Pharmaceuticals, Inc. (a)(b) 500,000 2,063
Theratech, Inc. (a) 48,500 570
Vertex Pharmaceuticals, Inc. (a) 70,000 788
Watson Pharmaceuticals, Inc. (a) 116,500 2,010
Zenith Laboratories, Inc. (a) 285,200 4,635
39,284
MEDICAL EQUIPMENT & SUPPLIES - 1.8%
Advanced Technology Laboratories, Inc. (a) 3,000 41
American Medical Electronics, Inc. (a) 150,000 1,200
Baxter International, Inc. 166,600 4,394
Cardinal Health, Inc. 47,125 1,817
Datascope Corp. (a) 175,200 2,803
Healthdyne, Inc. (a) 10,400 69
Mitek Surgical Products, Inc. (a) 20,000 355
Nellcor, Inc. (a) 25,500 689
Puritan Bennett Corp. 52,900 913
Spacelabs Medical, Inc. (a) 85,000 1,891
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
St. Jude Medical, Inc. 213,500 $ 6,779
U.S. Surgical Corp. 50,000 1,113
Zoll Medical Corp. (a) 28,900 253
22,317
MEDICAL FACILITIES MANAGEMENT - 2.8%
Abbey Healthcare Group, Inc. (a) 61,200 949
Advantage Health Corp. (a) 100,600 2,012
Homedco Group, Inc. (a) 108,800 3,210
Oxford Health Plans, Inc. (a) 39,700 2,322
Quorum Health Group, Inc. (a) 11,000 209
U.S. Healthcare, Inc. 699,700 26,501
35,203
TOTAL HEALTH 96,804
HOLDING COMPANIES - 0.2%
Nolato AB B Free shares 296,500 2,139
INDUSTRIAL MACHINERY & EQUIPMENT - 2.7%
ELECTRICAL EQUIPMENT - 0.3%
Genlyte Group, Inc. (a) 5,000 25
Holophane Corp. (a) 162,200 3,041
Spectrum Control, Inc. (a) 250,000 656
3,722
INDUSTRIAL MACHINERY & EQUIPMENT - 2.4%
ATS Automation (a)(b) 493,100 3,557
Applied Power, Inc. Class A 87,400 1,857
Brenco, Inc. 108,000 1,310
Enerflex Systems Ltd. 371,500 5,025
Greenfield Industries, Inc. 128,200 2,692
NN Ball & Roller, Inc. (a) 238,400 4,708
Stewart & Stevenson Services, Inc 181,800 7,045
Welbilt Corp. (a) 159,900 3,758
29,952
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 33,674
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - 5.5%
BROADCASTING - 2.8%
American Telecasting, Inc. (a) 56,500 $ 692
Comcast Corp. Class A (Special) 65,000 1,081
Evergreen Media Corp. Class A. (a) 54,200 935
Infinity Broadcasting Corp. (a) 115,300 3,329
International Cabletel, Inc. (a) 81,900 1,761
Peoples Choice TV Corp. (a) 3,800 81
QVC Network, Inc. (a) 30,000 1,358
SFX Broadcasting, Inc. (a) 134,500 2,051
TCA Cable TV, Inc. 185,000 4,116
Tele-Communications, Inc. Class A (a) 863,600 20,133
35,537
ENTERTAINMENT - 0.5%
American Classic Voyages Co. 116,800 1,884
Live Entertainment of Canada, Inc. (a) 280,300 2,780
Players International, Inc. (a) 69,300 1,230
5,894
LEISURE DURABLES & TOYS - 1.5%
Arctco, Inc. 358,900 10,588
Aritmos AB Free (a) 150,000 2,550
Callaway Golf Co. 98,300 3,514
Kompan International AS Class B 9,000 1,807
18,459
LODGING & GAMING - 0.2%
President Riverboat Casinos, Inc. (a) 252,000 1,764
Primadonna Resorts, Inc. (a) 25,000 631
Station Casinos, Inc. (a) 46,700 525
Supertel Hospitality, Inc. (a) 13,300 180
3,100
PUBLISHING - 0.4%
American Greetings Corp. Class A 80,000 2,340
Steck-Vaughn Publishing Corp. (a) 248,200 2,172
4,512
RESTAURANTS - 0.1%
Bertucci's, Inc. (a) 141,700 1,293
TOTAL MEDIA & LEISURE 68,795
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - 2.4%
AGRICULTURE - 0.5%
Delta & Pine Land Co. 176,200 $ 3,116
Kanthal AB B Free shares 225,200 2,727
5,843
BEVERAGES - 1.1%
Dr. Pepper/Seven-Up Companies, Inc. (a) 116,200 2,643
LVMH 8,250 1,326
Mondavi Robert Corp. Class A (a) 296,000 2,072
Snapple Beverage Corp. (a) 383,500 7,670
13,711
FOODS - 0.7%
Michael Foods, Inc. 258,600 3,330
Odwalla, Inc. (a) 74,500 913
Tyson Foods, Inc. 184,600 4,453
8,696
TOBACCO - 0.1%
Monk Austin, Inc. 150,000 1,950
TOTAL NONDURABLES 30,200
RETAIL & WHOLESALE - 2.5%
APPAREL STORES - 0.1%
Cato Corp. Class A 94,800 972
Ross Stores, Inc. 35,400 535
1,507
GENERAL MERCHANDISE STORES - 0.6%
Casey's General Stores, Inc. 162,500 1,991
Freds, Inc. Class A 79,200 871
Price/Costco, Inc. 310,000 4,650
7,512
GROCERY STORES - 0.7%
Food Lion, Inc. Class B 115,000 690
Quality Food Centers, Inc. 165,000 3,609
Starbucks Corp. (a) 173,900 5,043
9,342
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 1.1%
Books-A-Million, Inc. (a) 20,900 $ 496
Cameron Ashley, Inc. (b) 325,000 3,616
Futures Shops Ltd. (a) 211,400 2,955
Good Guys, Inc. (a) 155,800 1,909
Hechinger Co. Class A 52,000 644
Micro Warehouse, Inc. 18,000 396
Rex Stores Corp. (a) 70,800 1,177
Sunglass Hut International, Inc. (a) 70,400 2,270
13,463
TOTAL RETAIL & WHOLESALE 31,824
SERVICES - 0.6%
LEASING & RENTAL - 0.3%
Hollywood Entertainment Corp. (a) 145,200 3,158
PRINTING - 0.1%
Cyrk, Inc. (a) 57,800 1,423
SERVICES - 0.2%
Careerstaff Unlimited, Inc. (a) 4,000 56
Norrell Corp. GA 9,000 128
Zebra Technologies Corp. Class A (a) 72,500 2,592
2,776
TOTAL SERVICES 7,357
TECHNOLOGY - 23.7%
COMMUNICATIONS EQUIPMENT - 3.9%
Aspect Telecommunications Corp. (a) 220,100 6,547
Cisco Systems, Inc. (a) 184,400 3,872
DSC Communications Corp. (a) 265,500 6,505
Digital Systems International, Inc. (a) 161,800 647
Ericsson (L.M.) Telephone Co. Class B ADR 190,600 10,388
General Instrument Corp. (a) 148,400 8,997
Network General Corp. (a) 61,500 992
Newbridge Networks Corp. (a) 54,500 2,286
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMMUNICATIONS EQUIPMENT - CONTINUED
3Com Corp. (a) 142,200 $ 7,590
Wellfleet Communications, Inc. (a) 98,400 1,980
49,804
COMPUTER SERVICES & SOFTWARE - 8.6%
Alantec Corp. (a) 15,000 206
Banyan Systems, Inc. (a) 250,000 3,938
Boole & Babbage, Inc. (a) 29,200 810
Broderbund Software, Inc. (a) 17,100 829
Compuware Corp. (a) 4,800 189
Crosscommunications Corp. (a) 207,700 2,077
Electronic Arts. (a) 311,500 4,439
Frame Technology Corp. (a) 147,000 1,507
Integrated Systems, Inc. (a) 27,300 307
Intelligent Electronics, Inc. 25,000 359
Legent Corp. (a) 239,000 5,676
Lotus Development Corp. (a) 40,800 1,326
MicroAge, Inc. (a) 200 2
Microsoft Corp. (a) 653,200 33,640
Novell, Inc. (a) 305,000 4,956
Oracle Systems Corp. (a) 637,900 24,400
Parametric Technology Corp. (a) 323,680 8,011
Peoplesoft, Inc. (a) 29,500 1,025
Platinum Technology, Inc. (a) 37,500 581
Powersoft Corp. (a) 19,400 834
Softdesk, Inc. (a) 171,700 1,932
State of The Art, Inc. (a) 62,500 422
Sybase, Inc. (a) 160,000 6,300
Triconex Corp. (a) 127,400 2,007
VMark Software, Inc. (a) 76,200 1,381
Wonderware Corp. (a) 67,800 1,000
108,154
COMPUTERS & OFFICE EQUIPMENT - 1.9%
Apple Computer, Inc. 100,000 3,368
Canon, Inc. ADR 5 shares 25,000 2,166
Creative Technologies, Corp. (a) 7,000 146
Exabyte (a) 25,000 391
Micom Communication Corp. (a) 95,533 1,003
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Norand Corp. (a) 212,800 $ 6,597
Seagate Technology (a) 50,000 1,331
Sequent Computer Systems, Inc. (a) 75,000 1,050
Sun Microsystems, Inc. (a) 50,000 1,113
Syquest Technology, Inc. (a) 127,600 1,196
Tech Data Corp. (a) 305,500 4,888
Telxon Corp. 18,200 255
23,504
ELECTRONIC INSTRUMENTS - 1.1%
Analogic Corp. (a) 188,500 3,015
Applied Materials, Inc. (a) 197,800 8,852
Aseco Corp. (a) 10,900 74
Sensonor AS 300,000 1,607
13,548
ELECTRONICS - 8.2%
Allgon AB B Free shares 352,500 4,450
California Micro Devices Corp. (a) 63,200 1,430
Cirrus Logic, Inc. (a) 65,000 1,905
Intel Corp. 837,900 49,646
Linear Technology Corp. 234,300 9,372
Maxim Integrated Products, Inc. (a) 102,600 4,950
Methode Electronics, Inc. Class A 414,600 7,152
Microchip Technology, Inc. (a) 145,100 4,643
Molex, Inc. 143,000 5,783
Motorola, Inc. 210,000 11,130
Robinson Nugent, Inc. (b) 301,500 1,884
Xilinx, Inc. (a) 7,300 274
Zilog, Inc. (a) 26,300 736
103,355
TOTAL TECHNOLOGY 298,365
TRANSPORTATION - 4.1%
AIR TRANSPORTATION - 0.5%
Amtran, Inc. (a) 198,100 1,782
Atlantic Southeast Airlines, Inc. 43,600 1,259
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - CONTINUED
AIR TRANSPORTATION - CONTINUED
Great Lakes Aviation (a) 370,400 $ 2,408
Mesa Airlines, Inc. (a) 124,219 1,320
6,769
RAILROADS - 1.4%
Johnstown America Industries, Inc. (a) 69,000 1,449
MK Rail Corp. 275,000 4,125
Wisconsin Central Transportation Corp. (a) 290,600 11,406
16,980
TRUCKING & FREIGHT - 2.2%
Arnold Industries, Inc. 199,600 3,718
Builders Transport, Inc. (a) 191,200 2,533
Landair Services, Inc. (a) 249,100 4,733
Landstar System, Inc. (a) 162,100 5,106
Mark VII, Inc. (a) 160,900 1,971
Roadway Services, Inc. 61,000 3,698
TNT Freightways Corp. 71,600 1,772
Werner Enterprises, Inc. 170,300 4,428
27,959
TOTAL TRANSPORTATION 51,708
UTILITIES - 4.4%
CELLULAR - 3.3%
A Plus Communications, Inc. (a) 82,000 921
Arch Communications Group, Inc. (a) 50,000 825
Cellular Communications, Inc. Series A (redeemable) (a) 156,400 8,152
Cellular Communications Puerto Rico, Inc. (a) 50,000 1,238
IDB Communications Group, Inc. 100,000 938
LIN Broadcasting Corp. (a) 75,000 9,375
McCaw Cellular Communications, Inc. Class A (a) 200,000 10,625
Metrocall, Inc. (a) 8,300 110
Nextel Communications, Inc. Class A (a) 50,000 1,394
Paging Network, Inc. (a) 35,000 932
Premier Page Co. (a) 27,000 240
Qualcomm, Inc. (a) 175,000 3,150
Vanguard Cellular Systems, Inc. Class A 111,500 4,209
42,109
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 1.1%
Incomnet, Inc. (a) 15,000 $ 152
LCI International, Inc. (a) 77,700 1,418
LDDS Communications, Inc. (a) 259,500 5,060
MCI Communications Corp. 307,400 6,993
13,623
TOTAL UTILITIES 55,732
TOTAL COMMON STOCKS
(Cost $920,239) 957,394
U.S. TREASURY OBLIGATIONS - 14.5%
PRINCIPAL
AMOUNT
(000S)
U.S. Treasury Bills, yields at date of purchase
4.23%-4.72%, 9/29/94-12/8/94 (Cost $182,619) $ 185,000 182,845
REPURCHASE AGREEMENTS - 9.4%
MATURITY
AMOUNT
(000S)
Investments in repurchase agreements,
(U.S. Treasury obligations), in a joint
trading account at 4.23% dated
7/29/94 due 8/1/94 $ 118,564 118,522
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,221,380) $ 1,258,761
LEGEND
7. Non-income producing.
8. Affiliated company (see Note 6 of Notes to Financial Statements).
INCOME TAX INFORMATION
At July 31, 1994, the aggregate cost of investment securities for income
tax purposes was $1,229,990,000. Net unrealized appreciation aggregated
$28,771,000, of which $94,926,000 related to appreciated investment
securities and $66,155,000 related to depreciated investment securities.
The fund hereby designates $51,548,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) JULY 31, 1994

ASSETS

Investment in securities, at value (including repurchase $ 1,258,761
agreements of $118,522) (cost $1,221,380)
(Notes 1 and 2) - See accompanying schedule

Cash 1

Receivable for investments sold 7,524

Receivable for fund shares sold 2,148

Dividends receivable 371

Other receivables 894

TOTAL ASSETS 1,269,699

LIABILITIES

Payable for investments purchased $ 33,106

Payable for fund shares redeemed 5,741

Accrued management fee 488

Other payables and accrued expenses 505

TOTAL LIABILITIES 39,840

NET ASSETS $ 1,229,859

Net Assets consist of (Note 1):

Paid in capital $ 1,200,195

Accumulated undistributed net gain (loss) on (7,717)
investments

Net unrealized appreciation (depreciation) on 37,381
investments

NET ASSETS, for 54,853 shares outstanding $ 1,229,859

NET ASSET VALUE and redemption price per share $22.42
($1,229,859 (divided by) 54,853 shares)

Maximum offering price per share (100/97.00 of $22.42) $23.11

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED JULY 31, 1994

INVESTMENT INCOME $ 7,965
Dividends (including $597 received from affiliated
issuers) (Note 6)

Interest 9,618

TOTAL INCOME 17,583

EXPENSES

Management fee (Note 4) 8,733
Basic fee

Performance adjustment (2,190)

Transfer agent fees (Note 4) 3,898

Accounting fees and expenses (Note 4) 545

Non-interested trustees' compensation 8

Custodian fees and expenses 179

Registration fees 72

Audit 56

Legal 10

Interest (Note 5) 22

Reports to shareholders 141

Miscellaneous 31

Total expenses before reductions 11,505

Expense reductions (Note 7) (126) 11,379

NET INVESTMENT INCOME 6,204

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(NOTES 1, 2 AND 3)
Net realized gain (loss) on:

Investment securities (including realized loss of 72,019
$14,255
on sales of investment in affiliated issuers)

Foreign currency transactions (5) 72,014

Change in net unrealized appreciation (depreciation) on (82,465)
investment securities

NET GAIN (LOSS) (10,451)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM $ (4,247)
OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
JULY 31, 1994 JULY 31, 1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 6,204 $ 6,368
Net investment income

Net realized gain (loss) 72,014 139,113

Change in net unrealized appreciation (depreciation) (82,465) 32,204

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (4,247) 177,685
FROM OPERATIONS

Distributions to shareholders (6,136) (11,708)
From net investment income

From net realized gain (169,881) (94,542)

TOTAL DISTRIBUTIONS (176,017) (106,250)

Share transactions 622,732 908,205
Net proceeds from sales of shares

Reinvestment of distributions 169,434 103,397

Cost of shares redeemed (709,063) (793,452)

Net increase (decrease) in net assets resulting from 83,103 218,150
share transactions

TOTAL INCREASE (DECREASE) IN NET ASSETS (97,161) 289,585

NET ASSETS

Beginning of period 1,327,020 1,037,435

End of period (including undistributed net investment $ 1,229,859 $ 1,327,020
income of $14,971, for 1993)

OTHER INFORMATION
Shares

Sold 25,273 36,509

Issued in reinvestment of distributions 7,025 4,491

Redeemed (28,688) (31,846)

Net increase (decrease) 3,610 9,154

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED JULY 31,

1994 1993 1992 1991 1990

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 25.90 $ 24.65 $ 24.28 $ 20.42 $ 22.36
period

Income from Investment
Operations

Net investment income .12 .06 .08 .19 .51

Net realized and unrealized (.08) 3.68 2.92 4.30 .47
gain (loss)

Total from investment .04 3.74 3.00 4.49 .98
operations

Less Distributions

From net investment income (.12) (.25) (.12) (.05) (.51)

From net realized gain (3.40) (2.24) (2.51) (.58) (2.41)

Total distributions (3.52) (2.49) (2.63) (.63) (2.92)

Net asset value, end of period $ 22.42 $ 25.90 $ 24.65 $ 24.28 $ 20.42

TOTAL RETURN A, B (.36)% 16.67% 13.30% 23.03% 4.53%

RATIOS AND SUPPLEMENTAL
DATA

Net assets, end of period $ 1,230 $ 1,327 $ 1,037 $ 864 $ 697
(in millions)

Ratio of expenses to average .88%C 1.08% 1.17% 1.29% 1.35%
net assets

Ratio of expenses to average .89%C 1.08% 1.17% 1.29% 1.35%
net assets before expense
reductions

Ratio of net investment income .48% .53% .59% 1.00% 2.30%
to average net assets

Portfolio turnover rate 222% 213% 245% 198% 212%

</TABLE>

A TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
B THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN.
C SEE NOTE 7 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1994

1. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity OTC Portfolio (the fund) is a fund of Fidelity Securities Fund
(the trust) and is authorized to issue an unlimited number of shares. The
trust is registered under the Investment Company Act of 1940, as amended
(the 1940 Act), as an open-end management investment company organized as a
Massachusetts business trust. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. 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 as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days 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.
Effective August 1,1993, the fund adopted Statement of Position (SOP) 93-4:
Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts, disposition
of foreign currencies, currency gains and losses realized between the trade
and settlement dates on securities transactions, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. Further, as permitted under the SOP, the effects of
changes in foreign currency exchange rates on investments in securities are
not segregated in the Statement of Operations from the effects of changes
in market prices of those securities, but are included with the net
realized and unrealized gain or loss on investment in 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 all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
as the fund is informed of the ex-dividend date. Interest income is accrued
as earned. Investment income is recorded net of foreign taxes withheld
where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
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 are primarily due to differing treatments for
losses deferred due to wash sales, nontaxable dividends, and foriegn
currency transactions. 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. 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.
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective August 1,
1993, the fund adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the fund changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of July 31,1993 have been reclassified to reflect
an increase in paid in capital of $97,714,000, a decrease in undistributed
net investment income of $14,971,000 and a decrease in accumulated net
realized gain on investments of $82,743,000.
2. OPERATING POLICIES.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible for
determining that the value of these underlying securities remains at least
equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management contracts with FMR, may transfer
uninvested cash balances into a joint trading account. These balances are
invested in
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
one or more repurchase agreements that are collateralized by U.S. Treasury
or Federal Agency obligations.
3. PURCHASES AND SALES OF
INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,239,348,000 and $2,285,462,000, 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 .30% to .52% for the period from August 1, 1993 to
October 31, 1993 and .285% to .520% for the period from November 1, 1993 to
July 31, 1994. In the event that these rates were lower than the
contractual rates in effect during those periods, FMR voluntarily
implemented the above rates as they resulted in the same or a lower
management fee. The annual individual fund fee rate is .35%. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20%) 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 .50% of average net
assets after the performance adjustment.
The Board of Trustees has approved a new group fee rate schedule with rates
ranging from .27% to .52%. Effective August 1, 1994, FMR has voluntarily
agreed to implement this new group fee rate schedule as it results in the
same or a lower management fee.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $697,000 on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives fees based on the type, size, number of accounts and the
number of transactions made by shareholders. FSC pays for typesetting,
printing and mailing of all shareholder reports, except proxy statements.
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 $140,000 for the period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $99,837,000 and $21,056,000,
respectively. The weighted average interest rate was 5.28%.
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 with companies which are or
were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS

PURCHASE SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
ATS Automation (a) $ 121 $ 57,730 $ - $ 3,557
Advantage Health Corp. (a) 1,115 5,945 - -
Amtran, Inc. (a) 534 1,423 - -
Atchison Casting 2,515 2,615 - -
Beamscope Canada (a) 2,278 2,839 - -
Benefon Oy 900 6,063 - -
Brothers Gormet Coffees, Inc. 7,910 9,641 - -
Cameron Ashley, Inc. - - - 3,616
Canadian Foremost Ltd. (a) 756 917 - -
Coastal Banc Savings Association - 1,582 - -
Cognex Corp. 2,966 4,081 - -
Comair Holdings, Inc. 12,235 15,862 172 -
Commerce Bank 1,213 295 125 7,824
Conservative Savings Corp. - - 21 1,946
Doro Telefoni AB. - 874 - -
Duty Free International, Inc. 9,074 15,192 226 -
Gilead Sciences, Inc. 4,116 6,069 - -
Hallmark Technologies, Inc.. 402 - - -
Irwin Financial Corp. - 1,098 11 -
Longhorn Steaks 99 1,268 - -
Mesa Airlines, Inc. (a) 18,641 21,983 - -
Metropolitan Bancorp - 1,499 - -
Mitek Surgical Products, Inc. (a) 442 4,935 - -
Orbital Sciences Corp. 5,511 13,065 - -
PDA Engineering - 964 - -
Rand A Technology Corp. - 2,309 - -
Riverside Forest Products - 1,842 - -
Robinson Nugent, Inc. 130 - 27 1,884
Sterling Bancshares, Inc. - 1,130 15 -
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Summit Bancorp, Inc. Washington $ - $ 610 $ - $ -
Telor Ophthalmic
Pharmaceuticals, Inc. (a) 169 - - 2,063
Total Pharmaceutical Care, Inc. - 3,618 - -
Williams Controls, Inc. (a) 545 525 - -
TOTALS $ 71,672 $ 185,974 $ 597 $ 20,890
(a) non-income producing
7. 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
$126,000 under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity OTC Portfolio:
We have audited the accompanying statement of assets and liabilities of
Fidelity Securities Fund: Fidelity OTC Portfolio, including the schedule of
portfolio investments, as of July 31, 1994, and the related statement of
operations for the year then ended the statement of changes in net assets
for each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 1994, by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Securities Fund: Fidelity OTC Portfolio as of July 31, 1994,
the results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 2, 1994
DISTRIBUTIONS

A total of 3.35% of the dividends distributed during the fiscal year were
derived from interest on U.S. government securities which is generally
exempt from state income tax. A total of 10% of the dividends distributed
during the fiscal year qualifies for the dividends-received deductions for
corporate shareholders. The fund will notify shareholders in January 1995
of these percentages for use in preparing 1994 income tax returns.
TO WRITE FIDELITY

TO CALL FIDELITY

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
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Abigail P. Johnson, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager,
Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Fidelity Fifty
Growth Company Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
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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)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE

FIDELITY

(registered trademark)
BLUE CHIP GROWTH
FUND
ANNUAL REPORT
JULY 31, 1994
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 25 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 29 Notes to the financial statements.

REPORT OF INDEPENDENT 34 The auditor's opinion.
ACCOUNTANTS

Blue Chip Growth 14.95% 133.73% 217.86%

Blue Chip Growth (incl. 3% sales charge) 11.50% 126.72% 208.32%

S&P 500(registered trademark) 5.16% 54.91% 129.52%

Average Growth Fund 3.91% 54.10% 269.22%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
started on December 31, 1987. For example, if you had invested $1,000 in a
fund that had a 5% return over the past year, you would have $1,050. You
can compare these figures to the performance of the Standard & Poor's 500
Composite Stock Price Index - a common proxy for the U.S. stock market. You
can also compare them to the average growth fund, which reflects the
performance of over 501 growth funds tracked by Lipper Analytical Services.
Both benchmarks include reinvested dividends and capital gains, if any, and
exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1994 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Blue Chip Growth 14.95% 18.51% 19.19%

Blue Chip Growth (incl. 3% sales charge) 11.50% 17.79% 18.64%

S&P 500(registered trademark) 5.16% 9.15% 13.65%

Average Growth Fund 3.91% 8.76% 12.49%

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
Blue ChipS&P 500
12/31/87 9700.00 10000.00
01/31/88 9767.90 10421.00
02/29/88 10185.00 10906.62
03/31/88 9816.40 10569.60
04/30/88 9797.00 10686.93
05/31/88 9797.00 10779.90
06/30/88 10359.60 11274.70
07/31/88 10155.90 11231.86
08/31/88 9729.10 10849.97
09/30/88 10165.60 11312.18
10/31/88 10146.20 11626.66
11/30/88 9961.90 11460.40
12/31/88 10272.95 11660.96
01/31/89 11031.74 12514.54
02/28/89 10700.99 12202.93
03/31/89 10953.92 12487.26
04/30/89 11702.99 13135.34
05/31/89 12461.79 13667.32
06/30/89 12024.02 13589.42
07/31/89 13191.40 14816.55
08/31/89 13512.43 15106.95
09/30/89 13846.76 15045.01
10/31/89 13640.68 14695.97
11/30/89 13876.20 14995.77
12/31/89 13995.40 15355.66
01/31/90 12823.32 14325.30
02/28/90 13170.97 14510.09
03/31/90 13826.54 14894.61
04/30/90 13697.41 14522.25
05/31/90 15246.94 15938.17
06/30/90 15594.59 15829.79
07/31/90 15227.07 15779.13
08/31/90 13915.94 14352.70
09/30/90 13258.57 13653.72
10/31/90 13178.88 13595.01
11/30/90 14015.63 14473.25
12/31/90 14485.44 14877.05
01/31/91 15619.78 15525.69
02/28/91 16824.39 16635.78
03/31/91 17667.62 17038.36
04/30/91 17476.89 17079.26
05/31/91 18400.42 17817.08
06/30/91 17476.89 17001.06
07/31/91 19012.77 17793.31
08/31/91 19845.96 18215.01
09/30/91 19534.96 17910.82
10/31/91 19926.87 18150.82
11/30/91 19504.82 17419.34
12/31/91 22424.75 19412.12
01/31/92 21719.25 19051.05
02/29/92 21820.04 19298.72

03/31/92 21225.41 18922.39
04/30/92 21507.60 19478.71
05/31/92 21951.06 19574.15
06/30/92 21316.11 19282.50
07/31/92 22192.95 20071.15
08/31/92 21961.14 19659.70
09/30/92 22252.77 19891.68
10/31/92 22561.69 19961.30
11/30/92 23745.90 20641.98
12/31/92 23808.72 20895.88
01/31/93 23860.87 21071.40
02/28/93 23704.44 21357.97
03/31/93 24851.59 21808.63
04/30/93 25247.88 21280.86
05/31/93 26572.33 21851.19
06/30/93 26822.62 21914.55
07/31/93 26822.62 21826.90
08/31/93 28491.21 22654.14
09/30/93 29084.10 22479.70
10/31/93 29409.19 22945.03
11/30/93 28515.19 22727.05
12/31/93 29642.52 23002.05
01/31/94 30819.88 23784.12
02/28/94 30844.41 23139.57
03/31/94 29875.54 22130.68
04/30/94 30758.56 22413.96
05/31/94 31151.02 22781.54
06/30/94 30071.77 22223.40
07/31/94 30832.15 22952.32

$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Fidelity Blue
Chip Growth Fund on December 31, 1987, when the fund began, and paid a 3%
sales charge. As the chart shows, by July 31, 1994, the value of your
investment would have grown to $30,832 - a 208.32% increase on your initial
investment. For comparison, look at how the S&P 500 did over the same
period. With dividends reinvested, the same $10,000 investment would have
grown to $22,952 - a 129.52% increase.

MARKET RECAP
After generally falling through
much of 1994, U.S. stock prices
rebounded in July on the strength
of improving corporate earnings.
Rising interest rates caused the
stock market to stumble from
February through June. Stocks
largely took their cue from bonds,
which fell sharply due to
concerns that the strengthening
economy might trigger higher
inflation. Late in the period, a
weakening U.S. dollar put
additional downward pressure on
stocks. The Standard & Poor's
500 index had a total return of
5.16% for the 12 months ended
July 31, 1994, mainly due to
gains made in 1993. Cyclical
stocks - those whose prices
tend to move in tandem with the
economy - were among the
market leaders. These included
such sectors as chemicals,
metals and paper. Market
laggards included most
consumer nondurables -
especially retail, beverage and
drug companies. In addition,
rising interest rates hurt such
rate-sensitive sectors as
insurance and utilities. Aside from
Japanese stocks, which made
strong gains due to a
strengthening economy and yen,
most foreign markets suffered
corrections in 1994. However,
strong gains in 1993 helped drive
the Morgan Stanley EAFE
(Europe, Australia, Far East)
index to a 14.13% total return for
the 12 months ended July 31.
The Morgan Stanley Emerging
Markets Free Index was up
40.62%, again due to strong
performance in 1993.
An interview with Michael Gordon, Portfolio Manager of Fidelity Blue Chip
Growth Fund
Q. MICHAEL, HOW DID THE FUND PERFORM?
A. Very well. For the year ended July 31, 1994, the fund returned 14.95%,
soundly beating the average growth fund, which had a total return of 3.91%
for the past year, and the Standard and Poor's 500 index, which returned
5.16% for the same period.
Q. WHAT WAS BEHIND THIS OUTSTANDING PERFORMANCE?
A. Good stock selection was a big part of it. I tend to be a bottom-up
investor, which means I usually look for specific companies -not sectors -
that I expect to be top performers. Over the past year, the stocks I picked
generally outperformed the stocks in the S&P 500. In addition, when many of
those stocks tumbled over the past six months, most of the fund's stocks
held steady.
Q. WHAT DID YOU LOOK FOR IN THE STOCKS YOU CHOSE?
A. As always, I looked for large, high-quality companies that I thought had
the best risk/reward opportunities. This means I tried to buy companies
that were selling at a discount to their earnings growth rate but had
excellent growth potential. I also was interested in stocks where Fidelity
could have an edge. This happens when our internal research department -
which I depend on heavily - has an opinion that's different from the larger
investment community in direction or magnitude. For example, our internal
research people thought IBM, one of the fund's top 10 stocks at the end of
the period, was an outstanding buy when you added up its cost cutting and
expected revenue growth. And so far they've been right. Over the period,
IBM's earnings growth was way ahead of what Wall Street thought it would
be.
Q. DID LOW STOCK PRICES DURING THE PERIOD AFFECT WHICH STOCKS YOU BOUGHT?
A. Yes. I bought more growth and technology stocks recently because I
thought they provided the greatest risk/reward opportunities. As a result,
the fund's investments were more aggressive than they had been in the past.
My strategy is to be flexible and open to whatever stocks offer the fund
good investment opportunities, and I expect that the fund's makeup will
probably change sometime in the future as new investment opportunities
arise.
Q. I KNOW YOU FOCUS ON STOCK PICKING, BUT THE FUND IS HEAVILY WEIGHTED IN
SOME SECTORS, SUCH AS TECHNOLOGY, WHICH MADE UP 31.4% OF THE FUND AT THE
END OF JULY. WHAT'S BEHIND THIS?
A. The fund's stake in technology, its largest sector, has more than
doubled over the past year. This happened largely because some technology
stocks experienced phenomenal earnings growth, yet their prices declined
because of the skittish market. As a result, I bought them. Many of these
technology companies are appealing because their products can provide
companies with huge enhancements to productivity. They also can offer a
tremendous return on investment. A good example is Compuware, one of the
fund's top 10 stocks at the end of the period, which sells software
products to help companies test and debug their mainframe computers.
Compuware estimates that its customers make back 100% of the purchase price
of their products within six months. Another technology company that's
among the fund's top 10 stocks, Motorola, experienced significant growth
because it had tremendous products in the cellular and semiconductor
markets, and these markets were growing rapidly.
Q. ANOTHER INCREASE WAS IN THE FINANCIAL SECTOR, WHICH MADE UP 8.4% OF THE
FUND A YEAR AGO AND 14.0% AT THE END OF THIS PERIOD. WHY DID THIS SECTOR
LOOK GOOD?
A. In late 1993, I sold nearly all of the fund's financial stocks to take
profits. Over the past six months, financial stocks started to look good
again because they were inexpensive. Prices of financial stocks were
destroyed due in part to the rise in interest rates; however their
fundamentals -or business prospects - remained largely intact. This
environment made specific financial stocks, especially some brokerage
stocks, excellent buys. For instance, Merrill Lynch's stock price dropped
dramatically but the company still turned in solid earnings. What I saw in
this company was a great franchise that could be a good long-term
opportunity at an excellent price.
Q. LET'S SWITCH DIRECTION A BIT. IN THE LAST SHAREHOLDERS' REPORT YOU SAID
THAT YOU WERE INVESTING IN THE BLUE-CHIP STOCKS OF TOMORROW. DOES THAT
STILL HOLD TRUE?
A. I think it's more accurate to say that I'm investing in an expanded
universe, including blue chips of the future along with traditional
blue-chip stocks. Keep in mind that while some of the fund's stocks may not
seem like traditional blue chips because they aren't household names, they
are blue-chip stocks with capitalizations of $200 million or above that are
listed in the S&P 500 or Dow Jones Industrial Average. For instance, the
Canadian company Renaissance Energy - an unfamiliar name to most
shareholders - is considered by many investors to be one of the top
companies in the energy field. I'd like to emphasize that at least 65% of
the fund is invested in stocks with market capitalizations of a billion
dollars or more.
Q. MICHAEL, DERIVATIVES HAVE BEEN IN THE NEWS A LOT LATELY. DOES THE FUND
OWN THEM?
A. For the most part, this is a plain vanilla stock fund. However, the fund
does own some forward foreign currency contracts that were used to hedge
against the yen. I held these contracts to protect the value of my Japanese
investments - which were purchased in yen - from a rising dollar. The value
of these contracts declined due to the strength of the yen versus the
dollar. But basically, I see it as a wash since the value of my Japanese
stocks went up when the yen strengthened. It's true that the value of my
Japanese holdings would have increased if I hadn't hedged the yen, but I
wasn't willing to make that move and possibly expose the fund to currency
risk.
Q. IN HINDSIGHT, DO YOU REGRET ANY OF YOUR INVESTMENT DECISIONS?
A. Sure. In terms of overall decisions, I wish I'd never bought electric
utilities, which experienced a significant correction during the past six
months. Other than that, the mistakes I made were on a stock-by-stock
basis. For instance, even though I think its long-term prospects are
strong, I regret not selling Lotus, a computer software company, before its
stock price fell dramatically in the first quarter of 1994.
Q. WHAT DO YOU THINK SHAREHOLDERS CAN EXPECT GOING FORWARD OVER THE NEXT
FEW MONTHS?
A. As I look ahead, I'm very excited about the fund. While I can't predict
how the stock market will perform, I think the fund is positioned to do
well if we move back into a more favorable market. That's because right now
the fund owns more companies that are growing their earnings rapidly and
selling at attractive prices than it ever has since I began managing the
fund.

FUND FACTS
GOAL: to increase the value
of the fund's shares over the
long term by investing in
large, successful growth
companies at the top of their
industries.
START DATE: December 31, 1987
SIZE: as of July 31, 1994,
more than $2.2 billion
MANAGER: Michael Gordon,
since January 1993;
previously managed Fidelity
Select Chemicals (August
1992 - January 1993) and
Fidelity Select Biotechnology
Portfolios (May 1990 -
August 1992); joined Fidelity
in 1987
(checkmark)
MICHAEL GORDON ON PICKING
FOREIGN BLUE CHIPS:
"Many Americans assume
that most blue-chip
companies are in the United
States. For example, if you
asked most people to tell you
the name of a blue-chip oil
company, they would
probably mention U.S.-based
Exxon, as opposed to one of
my top stocks, British
Petroleum, which is a larger
company. My outlook tends to
be more international. I look
for good buying opportunities
all over the world.
"In Japan, Suzuki Motor, one
of the fund's investments, is a
strong company that certainly
fits the description of any
American blue-chip company.
It looks good because it's
cutting costs dramatically and
growing sales. In addition, it's
one of the cheapest stocks in
the Japanese auto sector.
"I also like Canadian oil
companies, such as
Renaissance Energy and
Pancanadian. For a number of
reasons - including extremely
high oil reserves -Canadian
oil companies have turned in a
better performance than oil
companies just about
anywhere else in the world."
(solid bullet) The fund had about 20.6%
invested in foreign stocks,
which compares to 12.8% six
months ago. Foreign
investments can involve risks
that domestic investments
don't, such as political and
economic risks, as well as the
risk of currency fluctuation.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF JULY 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Oracle Systems Corp. 3.3 -

Lowe's Companies, Inc. 3.0 1.9

Motorola, Inc. 2.7 0.9

International Business Machines 2.7 0.4
Corp.

British Petroleum PLC 2.6 1.9

Oxford Health Plans, Inc. 2.4 -

Compuware Corp. 1.7 0.5

Dean Witter Discover & Co. 1.7 -

Sears, Roebuck & Co. 1.7 0.1

Nucor Corp. 1.6 0.5

TOP FIVE INDUSTRIES AS OF JULY 31, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO

Technology 31.4 15.0

Energy 15.4 17.3

Finance 14.0 0.6

Retail & Wholesale 9.0 5.4

Basic Industries 5.9 7.0

ASSET ALLOCATION
AS OF JULY 31, 1994* AS OF JANUARY 31, 1994**
Row: 1, Col: 1, Value: 2.5
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 4, Value: 47.5
Row: 1, Col: 1, Value: 14.3
Row: 1, Col: 2, Value: 5.6
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 4, Value: 40.1
Stocks 97.5%
Bonds 0.0%
Short-term
Investments 2.5%
FOREIGN
INVESTMENTS 20.6%
Stocks 80.1%
Bonds 5.6%
Short-term
Investments 14.3%
FOREIGN
INVESTMENTS 12.8%

**
*

INVESTMENTS JULY 31, 1994

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 97.0%
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - 5.9%
CHEMICALS & PLASTICS - 1.6%
Albemarle Corp. 48,000 $ 834
du Pont (E.I.) de Nemours & Co. 400 24
FMC Corp. 95,900 5,634
Hanna (M.A.) Co. 530,500 14,058
OM Group, Inc. 5,000 99
Shinetsu Chemical 686,000 14,214
Union Carbide Corp. 10,000 283
Wellman, Inc. 10,000 288
35,434
IRON & STEEL - 2.1%
Birmingham Steel Corp. 132,600 3,381
Huntco, Inc. Class A 175,000 4,528
Inland Steel Industries, Inc. (a) 99,800 3,792
Nucor Corp. 537,300 37,074
48,775
METALS & MINING - 0.4%
Alcan Aluminium Ltd. 387,100 9,494
Aluminum Co. of America 1,000 78
Inco Ltd. 10,000 274
Reynolds Metals Co. 600 30
9,876
PAPER & FOREST PRODUCTS - 1.8%
Abitibi-Price, Inc. (a) 611,600 7,611
Avenor, Inc. (a) 55,400 859
Bowater, Inc. 237,300 6,377
Champion International Corp. 171,500 5,874
Georgia-Pacific Corp. 8,000 516
Jefferson Smurfit Corp. (a) 146,000 2,610
QUNO Corp. (c) 7,600 130
Stone Consolidated Corp. (a) 23,000 274
Stone Container Corp. (a) 584,000 9,636
Temple-Inland, Inc. 68,100 3,482
Union Camp Corp. 28,700 1,356
Weyerhaeuser Co. 25,300 1,063
39,788
TOTAL BASIC INDUSTRIES 133,873
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONGLOMERATES - 0.0%
ITT Corp. 3,400 $ 292
United Technologies Corp. 4,600 277
569
CONSTRUCTION & REAL ESTATE - 1.7%
BUILDING MATERIALS - 0.5%
Armstrong World Industries, Inc. 233,300 11,490
Medusa Corp. 1,100 28
11,518
CONSTRUCTION - 0.0%
Centex Corp. 2,900 73
Clayton Homes, Inc. (a) 5,700 106
Pulte Corp. 36,000 819
998
ENGINEERING - 1.2%
Fluor Corp. 290,000 15,805
Foster Wheeler Corp. 240,900 9,907
Glenayre Technologies, Inc. 15,000 713
26,425
TOTAL CONSTRUCTION & REAL ESTATE 38,941
DURABLES - 5.8%
AUTOS, TIRES, & ACCESSORIES - 4.6%
Bridgestone Corp. 462,000 7,584
Chrysler Corp. 21,600 1,040
Echlin, Inc. 475,100 15,084
Ford Motor Co. 49,200 1,562
General Motors Corp. 104,000 5,343
Goodyear Tire & Rubber Co. 1,300 46
Honda Motor Co. Ltd. 1,235,000 21,387
Smith (A.O.) Corp. Class B 7,800 218
Suzuki Motor Corp. 2,237,000 29,334
Toyota Motor Corp. 1,022,000 21,688
103,286
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
CONSUMER ELECTRONICS - 0.5%
Matsushita Electric Industrial Co. Ltd. 755,000 $ 12,394
Sony Corp. 8,000 470
12,864
TEXTILES & APPAREL - 0.7%
Cygne Designs, Inc. (a) 500,300 11,257
Fruit of the Loom, Inc. Class A (a) 4,600 109
NIKE, Inc. Class B 500 31
Nisshinbo Industries 219,000 2,455
Toyobo Co. 294,000 1,363
15,215
TOTAL DURABLES 131,365
ENERGY - 15.4%
ENERGY SERVICES - 3.9%
Dual Drilling Co. 196,600 2,458
Energy Service Co., Inc. (a) 490,200 8,517
Enterra Corp. (a) 18,400 368
Global Industries Ltd. (a) 540,000 10,530
Global Marine, Inc. (a) 2,523,400 11,671
Hornbeck Offshore Services, Inc. (a) 240,000 3,480
Input/Output, Inc. 76,400 1,547
Marine Drilling Cos., Inc. (a) 1,786,200 9,489
Nabors Industries, Inc. (a) 486,300 3,343
Newpark Resources, Inc. (a) 25,000 419
Noble Drilling Corp. (a) 1,165,700 8,306
Nowsco Well Service Ltd. 619,800 10,619
Offshore Logistics, Inc. (a) 10,000 126
Production Operators Corp. 24,000 588
Schlumberger Ltd. 29,100 1,717
Tidewater, Inc. 665,700 15,810
Weatherford International, Inc. (a) 10,000 126
89,114
OIL & GAS - 11.5%
Amerada Hess Corp. 576,800 29,994
Anadarko Petroleum Corp. 5,700 273
Anderson Exploration Ltd. (a) 764,400 9,374
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Apache Corp. 518,900 $ 13,297
Barrington Petroleum Ltd. (a) 920,600 4,483
Blue Range Resource Corp. Class A (a) 1,263,300 9,797
British Petroleum PLC ADR 782,700 59,485
Burlington Resources, Inc. 3,800 149
Canadian Natural Resources Ltd. (a) 513,900 7,275
Devon Energy Corp. 124,900 2,529
Dorset Exploration Ltd. (a) 440,000 3,968
Enron Oil & Gas Co. 20,200 401
Grad & Walker Energy Corp. 393,500 3,903
Intensity Resources Ltd. 2,889,600 6,670
Jordan Petroleum Ltd. Class A (a) 1,060,300 8,414
Mark Resources, Inc. (a) 1,896,000 12,993
Newfield Exploration Co. (a) 6,100 147
Noble Affiliates, Inc. 144,008 3,924
Northrock Resources Ltd. (a) 258,100 2,048
Northstar Energy Corp. (a) 918,400 9,938
PT Tri Polyta Indonesia sponsored ADR 74,000 1,665
Pancanadian Petroleum Ltd. 242,200 7,360
Parker & Parsley Petroleum Co. 371,500 9,380
Petro-Canada 202,100 1,658
Poco Petroleum Ltd. (a) 826,900 5,592
Renaissance Energy Ltd. (a) 220,000 4,682
Renaissance Energy Ltd. (a)(c) 50,000 1,064
Rio Alto Exploration Ltd. (a) 1,181,700 7,459
Stampeder Exploration Ltd. (a) 292,700 1,240
Transwest Energy, Inc. 936,500 1,878
Unocal Corp. 962,300 27,907
258,947
TOTAL ENERGY 348,061
FINANCE - 14.0%
BANKS - 1.6%
Banc One Corp. 13,900 464
Bank of Boston Corp. 78,066 2,059
BankAmerica Corp. 10,000 482
Bankers Trust New York Corp. 60,000 4,020
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Boatmen's Bancshares, Inc. 29,300 $ 1,004
Citicorp 301 12
Comerica, Inc. 55,300 1,645
First Bank System, Inc. 10,000 365
First Fidelity Bancorporation 7,570 354
First Union Corp. 9,600 434
Fleet Financial Group, Inc. 40,312 1,456
Huntington Bancshares, Inc. 1,221 25
Keycorp. 73,700 2,395
Mercantile Bancorporation, Inc. 5,700 208
Morgan (J.P.) & Co., Inc. 77,646 4,892
National City Bancorporation (a) 44,000 682
National City Corp. 12,800 344
NationsBank Corp. 142,074 7,921
Norwest Corp. 10,000 261
PNC Financial Corp. 16,500 474
Shawmut National Corp. 226,556 4,814
Star Banc Corp. 22,500 872
35,183
CREDIT & OTHER FINANCE - 2.6%
American Express Co. 645,500 17,106
Dean Witter Discover & Co. 962,837 38,634
Equitable Companies, Inc. 150,000 3,281
59,021
FEDERAL SPONSORED CREDIT - 2.5%
Federal Home Loan Mortgage Corporation 401,500 23,889
Federal National Mortgage Association 376,400 32,653
56,542
INSURANCE - 2.1%
Allstate Corp. 3,200 80
American International Group, Inc. 40,000 3,770
CIGNA Corp. 181,500 12,433
Travelers, Inc. (The) 932,066 30,875
47,158
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
SECURITIES INDUSTRY - 5.2%
Bear Stearns Companies, Inc. 432,055 $ 6,967
Daiwa Securities 301,000 4,821
Edwards (A.G.), Inc. 271,000 4,743
Lehman Brothers Holdings, Inc. 1,026,300 16,164
Merrill Lynch & Co., Inc. 479,500 17,562
Morgan Stanley Group, Inc. 315,600 19,133
Nikko Securities 90,000 1,117
Nomura Securities Ltd. 873,000 19,313
Paine Webber Group, Inc. 1,184,650 19,102
Schwab (Charles) Corp. 305,000 8,159
117,081
TOTAL FINANCE 314,985
HEALTH - 4.2%
DRUGS & PHARMACEUTICALS - 0.2%
Biogen, Inc. 10,000 435
Elan Corp. PLC:
ADR (a) 68,200 2,327
(1 Advanced Therapeutic Systems Unit Common
& 1 ADR warrant) 47,562 1,141
3,903
MEDICAL EQUIPMENT & SUPPLIES - 0.0%
McKesson Corp. 200 20
MEDICAL FACILITIES MANAGEMENT - 4.0%
Columbia/HCA Healthcare Corp. 186,390 7,549
Health Management Associates, Inc. Class A (a) 53,400 1,115
Healthwise America, Inc. 20,100 432
Humana, Inc. (a) 241,300 4,524
Oxford Health Plans, Inc. (a)(d) 932,100 54,528
U.S. Healthcare, Inc. 23,350 884
United HealthCare Corp. 466,800 21,239
90,271
TOTAL HEALTH 94,194
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 3.0%
ELECTRICAL EQUIPMENT - 1.6%
American Superconductor Corp. (a) 1,000 $ 27
C COR Electronics, Inc. (a)(d) 334,000 8,434
Corning, Inc. 481,700 15,294
General Electric Co. 1,000 50
Hitachi Koki Co. Ord. 6,000 61
Mitsubishi Electric Co. Ord. 440,000 3,026
Scientific-Atlanta, Inc. 288,400 10,022
36,914
INDUSTRIAL MACHINERY & EQUIPMENT - 1.4%
Caterpillar, Inc. 112,000 12,138
Clark Equipment Co. (a) 800 55
Deere & Co. 3,300 231
Nokia AB:
free shares 80,000 7,710
sponsored ADR (a) 170,700 8,386
Parker-Hannifin Corp. 76,300 3,290
Regal-Beloit Corp. 900 25
31,835
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 68,749
MEDIA & LEISURE - 1.3%
BROADCASTING - 0.1%
Infinity Broadcasting Corp. (a) 71,000 2,050
LEISURE DURABLES & TOYS - 0.9%
Brunswick Corp. 621,400 14,836
Fleetwood Enterprises, Inc. 246,700 5,767
20,603
LODGING & GAMING - 0.0%
International Game Technology Corp. 1,000 20
La Quinta Motor Inns, Inc. 900 26
Marcus Corp. 5,000 135
Mirage Resorts, Inc. (a) 300 6
187
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 0.3%
Apple South, Inc. 460,300 $ 7,020
Boston Chicken, Inc. (a) 5,700 227
7,247
TOTAL MEDIA & LEISURE 30,087
PRECIOUS METALS - 0.0%
American Barrick Resources Corp. 10,000 225
Homestake Mining Co. 700 13
238
RETAIL & WHOLESALE - 9.0%
APPAREL STORES - 1.4%
AnnTaylor Stores Corp. (a) 434,600 17,873
Burlington Coat Factory Warehouse Corp. (a) 98,400 2,140
Gap, Inc. 1,600 62
Gymboree Corp. (a) 145,900 5,982
Talbots, Inc. 153,400 5,005
31,062
DRUG STORES - 0.0%
General Nutrition Companies, Inc. (a) 4,200 82
GENERAL MERCHANDISE STORES - 2.3%
Dayton Hudson Corp. 36,900 3,044
Michaels Stores, Inc. (a) 400,400 12,412
Sears, Roebuck & Co. 796,400 37,630
53,086
GROCERY STORES - 0.0%
Safeway, Inc. (a) 600 15
RETAIL & WHOLESALE, MISCELLANEOUS - 5.3%
Bed Bath & Beyond, Inc. (a) 15,900 481
Best Buy Co., Inc. (a) 13,400 328
Circuit City Stores, Inc. 26,500 580
Hanover Direct, Inc. (a) 64,500 270
Lillian Vernon Corp. 147,000 2,536
Lowe's Companies, Inc. 1,865,400 67,154
Micro Warehouse, Inc. (a) 843,100 18,548
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Musicland Stores Corp. (a) 10,300 $ 187
Petsmart, Inc. (a) 467,500 14,376
Spiegel, Inc. Class A 187,900 2,678
Staples, Inc. (a) 113,000 2,938
Viking Office Products, Inc. (a) 391,000 9,091
119,167
TOTAL RETAIL & WHOLESALE 203,412
SERVICES - 2.3%
ADVERTISING - 0.0%
Omnicom Group, Inc. 9,300 473
LEASING & RENTAL - 0.8%
Hollywood Entertainment Corp. (a)(d) 814,050 17,706
PRINTING - 0.0%
Alco Standard Corp. 1,700 103
SERVICES - 1.5%
Manpower, Inc. 719,000 17,256
Western Atlas, Inc. 329,800 16,037
33,293
TOTAL SERVICES 51,575
TECHNOLOGY - 31.4%
COMMUNICATIONS EQUIPMENT - 4.5%
Cabletron Systems, Inc. (a) 141,400 14,246
Cisco Systems, Inc. (a) 1,500 32
DSC Communications Corp. (a) 400 10
Ericsson (L.M.) Telephone Co. Class B:
ADR 565,700 30,831
free shares 201,800 10,709
General Instrument Corp. (a) 497,500 30,161
3Com Corp. (a) 293,600 15,671
US Robotics, Inc. (a) 13,100 357
Wellfleet Communications, Inc. (a) 14,200 286
102,303
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - 13.4%
Adobe Systems, Inc. 705,400 $ 21,867
Alantec Corp. 60,000 825
Banyan Systems, Inc. (a) 7,400 117
Broderbund Software, Inc. (a)(d) 490,200 23,775
Computer Task Group, Inc. 102,900 1,003
Compuware Corp. (a) 996,900 39,253
Electronic Arts (a) 610,000 8,693
Gupta Corp. (a) 1,800 22
Informix Corp. (a) 2,900 58
LEGENT Corp. (a) 62,800 1,492
Lotus Development Corp. (a) 361,245 11,740
Microsoft Corp. (a) 27,200 1,401
Oracle Systems Corp. (a) 1,960,100 74,974
Parametric Technology Corp. (a) 6,300 156
Peoplesoft, Inc. (a) 489,300 17,003
Platinum Technology, Inc. (a)(d) 1,083,700 16,797
Powersoft Corp. (a) 493,400 21,216
Sierra On-Line, Inc. 20,000 380
Stratacom, Inc. (a) 364,100 11,196
Sybase, Inc. (a) 918,100 36,150
Wall Data, Inc. (a) 35,000 1,251
Wonderware Corp. (a)(d) 816,200 12,039
301,408
COMPUTERS & OFFICE EQUIPMENT - 5.1%
ADAPTEC, Inc. (a) 2,900 53
Apple Computer, Inc. 130,000 4,379
Canon, Inc. 737,000 12,615
Casio Computer Co. Ltd. Ord. 34,000 415
Compaq Computer Corp. (a) 42,000 1,328
Conner Peripherals, Inc. (a) 8,100 98
Creative Technologies, Corp. (a) 3,000 63
EMC Corp. (a) 584,300 8,691
Exabyte (a) 15,500 242
Fore Systems, Inc. (a) 2,000 63
Hewlett-Packard Co. 5,000 388
International Business Machines Corp. 983,100 60,706
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Seagate Technology (a) 7,400 $ 197
Silicon Graphics, Inc. (a) 1,133,300 26,774
Xerox Corp. 900 92
116,104
ELECTRONIC INSTRUMENTS - 0.9%
Applied Materials, Inc. (a) 45,400 2,032
KLA Instruments Corp. (a) 397,000 15,880
Lam Research Corp. (a) 6,600 186
Megatest Corp. (a) 48,000 798
Teradyne, Inc. (a) 63,600 1,606
20,502
ELECTRONICS - 7.4%
Advanced Micro Devices, Inc. (a) 400 11
Altera Corp. (a) 900 21
Analog Devices, Inc. (a) 3,400 90
Atmel Corp. (a) 508,000 12,446
Bell Microproducts, Inc. (a) 305,800 3,173
CTS Corp. 4,400 124
Cascade Communications Corp. 5,600 84
Cirrus Logic, Inc. (a) 153,600 4,502
Cypress Semiconductor Corp. (a) 439,700 7,420
Hitachi Ltd. 2,520,000 24,342
Integrated Device Technology, Inc. (a) 44,100 750
Intel Corp. 389,400 23,072
LSI Logic Corp. (a) 458,100 12,426
Microchip Technology, Inc. 30,000 960
Micron Technology, Inc. 7,600 284
Motorola, Inc. 1,157,000 61,321
National Semiconductor Corp. (a) 78,100 1,318
Texas Instruments, Inc. 177,300 13,940
VLSI Technology, Inc. (a) 2,900 42
166,326
PHOTOGRAPHIC EQUIPMENT - 0.1%
Eastman Kodak Co. 30,000 1,451
TOTAL TECHNOLOGY 708,094
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - 2.0%
AIR TRANSPORTATION - 0.6%
KLM Royal Dutch Airlines (a):
Ord. 213,000 $ 6,576
Reg. 197,200 6,113
12,689
RAILROADS - 1.4%
Burlington Northern, Inc. 6,700 348
CSX Corp. 261,300 20,283
Canadian Pacific Ltd. Ord. 25,000 367
Conrail, Inc. 2,900 156
Illinois Central Corp., Series A 29,700 947
Santa Fe Pacific Corp. 424,900 8,764
30,865
TRUCKING & FREIGHT - 0.0%
Federal Express Corp. (a) 400 27
Landstar System, Inc. (a) 3,000 95
Swift Transportation Co., Inc. (a) 13,000 479
TNT Freightways Corp. 1,150 28
629
TOTAL TRANSPORTATION 44,183
UTILITIES - 1.0%
CELLULAR - 0.7%
Airtouch Communications (a) 582,900 15,155
Cellular Communications, Inc. Class P (a) 15,000 800
15,955
ELECTRIC UTILITY - 0.1%
Entergy Corp. 1,900 48
Fuji Electric Co., Ltd. 475,000 2,743
2,791
TELEPHONE SERVICES - 0.2%
Ameritech Corp. 44,800 1,837
BellSouth Corp. 1,800 112
Pacific Telesis Group 5,000 164
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
Southwestern Bell Corp. 47,600 $ 1,999
U.S. West, Inc. 10,000 403
4,515
TOTAL UTILITIES 23,261
TOTAL COMMON STOCKS
(Cost $2,073,758) 2,191,587
PREFERRED STOCKS - 0.5%
ENERGY - 0.0%
OIL & GAS - 0.0%
Gulf Canada Resources, Ltd. (a) (b) 2,315 6
INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%
Nokia 108,900 10,495
TOTAL PREFERRED STOCKS
(Cost $9,679) 10,501
REPURCHASE AGREEMENTS - 2.5%
MATURITY
AMOUNT
(000S)
Investments in repurchase agreements,
(U.S. Treasury obligations), in a joint
trading account at 4.23%, dated
7/29/94 due 8/1/94 $ 56,694 56,674
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,140,111) $ 2,258,762
FORWARD FOREIGN CURRENCY CONTRACTS
AMOUNTS IN THOUSANDS SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
20,039,871 JPY 8/18/94 to 10/11/94 $ 200,945 $ (2,768)
(Payable amount $203,713)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 8.9%
CONTRACTS TO SELL
38,020,521 JPY 8/18/94 to 11/2/94 $ 380,924 (7,518)
(Receivable amount $373,406)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 16.9%
$ (10,286)
CURRENCY ABBREVIATION
JPY - Japanese yen
LEGEND
1. Non-income producing
2. Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
Gulf Canada
Resource, Ltd. 10/15/93 $ 6,000
3. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $1,194,000 or 0.1% of net
assets.
4. Affiliated company (see Note 7 of Notes to Financial Statements).
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 79.4%
Japan 7.9
Canada 6.2
United Kingdom 2.6
Sweden 1.8
Finland 1.2
Others (individually less than 1%) 0.9
TOTAL 100.0%
INCOME TAX INFORMATION
At July 31,1994, the aggregate cost of investment securities for income tax
purposes was $2,152,072,000. Net unrealized appreciation aggregated
$106,690,000, of which $152,959,000 related to appreciated investment
securities and $46,269,000 related to depreciated investment securities.
The fund hereby designates $5,187,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER SHARE AMOUNTS) JULY 31, 1994

ASSETS

Investment in securities, at value (including repurchase $ 2,258,762
agreements of $56,674) (cost $2,140,111) (Notes 1
and 2) - See accompanying schedule

Cash 1

Receivable for investments sold 67,521

Unrealized appreciation on foreign currency contracts 116
(Note 2)

Receivable for fund shares sold 27,463

Dividends receivable 1,575

Other receivables 50

TOTAL ASSETS 2,355,488

LIABILITIES

Payable for investments purchased $ 97,873

Unrealized depreciation on foreign currency contracts 10,402
(Note 2)

Payable for fund shares redeemed 16,117

Accrued management fee 1,237

Other payables and accrued expenses 1,341

TOTAL LIABILITIES 126,970

NET ASSETS $ 2,228,518

Net Assets consist of (Note 1):

Paid in capital $ 2,071,190

Undistributed net investment income 10,286

Accumulated undistributed net realized gain (loss) on 38,676
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 108,366
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 88,660 shares outstanding $ 2,228,518

NET ASSET VALUE and redemption price per share $25.14
($2,228,518 (divided by) 88,660 shares)

Maximum offering price per share (100/97.00 of $25.14) $25.92

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED JULY 31, 1994

INVESTMENT INCOME $ 13,355
Dividends

Interest (Note 5) 6,057

TOTAL INCOME 19,412

EXPENSES

Management fee (Note 4) 8,499
Basic fee

Performance adjustment 1,080

Transfer agent fees (Note 4) 5,838

Accounting fees and expenses (Note 4) 560

Non-interested trustees' compensation 7

Custodian fees and expenses 280

Registration fees 709

Audit 49

Legal 7

Interest (Note 6) 5

Reports to shareholders 212

Miscellaneous 16

Total expenses before reductions 17,262

Expense reductions (Note 8) (659) 16,603

NET INVESTMENT INCOME 2,809

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(NOTES 1, 2 AND 3)
Net realized gain (loss) on:

Investment securities 103,621

Foreign currency transactions 608 104,229

Change in net unrealized appreciation (depreciation) on:

Investment securities 41,009

Assets and liabilities in foreign currencies (10,285) 30,724

NET GAIN (LOSS) 134,953

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM $ 137,762
OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
JULY 31, 1994 JULY 31, 1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 2,809 $ 2,728
Net investment income

Net realized gain (loss) 104,229 121,482

Change in net unrealized appreciation (depreciation) 30,724 (10,298)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 137,762 113,912
FROM OPERATIONS

Distributions to shareholders (332) (3,304)
From net investment income

From net realized gain (147,694) (14,111)

TOTAL DISTRIBUTIONS (148,026) (17,415)

Share transactions 2,243,190 575,636
Net proceeds from sales of shares

Reinvestment of distributions 141,684 16,191

Cost of shares redeemed (933,920) (376,470)

Net increase (decrease) in net assets resulting from 1,450,954 215,357
share
transactions

TOTAL INCREASE (DECREASE) IN NET ASSETS 1,440,690 311,854

NET ASSETS

Beginning of period 787,828 475,974

End of period (including undistributed net investment $ 2,228,518 $ 787,828
income of $2,390 and $770, respectively)

OTHER INFORMATION
Shares

Sold 89,635 24,389

Issued in reinvestment of distributions 5,832 734

Redeemed (37,436) (16,108)

Net increase (decrease) 58,031 9,015

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED JULY 31,

1994 1993 1992 1991 1990

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 25.72 $ 22.02 $ 18.94 $ 15.33 $ 13.56
period

Income from Investment
Operations

Net investment income .12 .10 .09 .12 .12

Net realized and unrealized 3.43 4.36 3.07 3.64 1.94
gain (loss)

Total from investment 3.55 4.46 3.16 3.76 2.06
operations

Less Distributions

From net investment income (.01) (.14) (.08) (.15) (.12)

From net realized gain (4.12) (.62) - - (.17)

Total distributions (4.13) (.76) (.08) (.15) (.29)

Net asset value, end of period $ 25.14 $ 25.72 $ 22.02 $ 18.94 $ 15.33

TOTAL RETURN A, B 14.95% 20.86% 16.73% 24.86% 15.43%

RATIOS AND SUPPLEMENTAL
DATA

Net assets, end of period $ 2,229 $ 788 $ 476 $ 219 $ 131
(in millions)

Ratio of expenses to average 1.22% 1.25% 1.27% 1.26% 1.26%
net assets

Ratio of expenses to average 1.27% 1.25% 1.27% 1.26% 1.26%
net assets before expense
reductions

Ratio of net investment income .21% .46% .55% .80% 1.14%
to average net assets

Portfolio turnover rate 271% 319% 71% 99% 68%

</TABLE>

A THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN. (SEE NOTE 8 OF NOTES TO FINANCIAL
STATEMENTS.)
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1994

1. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity Blue Chip Growth Fund (the fund) is a fund of Fidelity Securities
Fund (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. 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 as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days 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.
Effective August 1, 1993, the fund adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts, disposition
of foreign currencies, currency gains and losses realized between the trade
and settlement dates on securities transactions, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. Further, as permitted under the SOP, the effects of
changes in foreign currency exchange rates on investments in securities are
not segregated in the Statement of Operations from the effects of changes
in market prices of those securities, but 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 all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
as the fund is informed of the ex-dividend date. Interest income, which
includes accretion of original issue discount, is accrued as earned.
Investment income is recorded net of foreign taxes withheld where recovery
of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
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 are primarily due to differing treatments for
foreign currency transactions 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 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.
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective August 1,
1993, the fund adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the fund changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of August 1, 1993 have been reclassified to reflect
an increase in paid in capital of $6,281,000, a decrease in undistributed
net investment income of $686,000, and a decrease in accumulated net
realized gain on investments of $5,595,000.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY
CONTRACTS. The fund may enter into forward foreign currency contracts.
These contracts involve market risk in excess of the amount reflected in
the fund's Statement of Assets and Liabilities. The face or contract amount
in U.S. dollars, as reflected in the schedule of investments under the
caption "Forward Foreign Currency Contracts,"
2. OPERATING POLICIES -
CONTINUED
FORWARD FOREIGN CURRENCY CONTRACTS - CONTINUED
reflects the total exposure the fund has in that particular currency
contract. The U.S. dollar value of forward foreign currency contracts is
determined using forward currency exchange rates supplied by a quotation
service. Losses may arise due to changes in the value of the foreign
currency or if the counterparty does not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible for
determining that the value of these underlying securities remains at least
equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (SEC), the fund, along with other
affiliated entities of FMR, may transfer uninvested cash balances into one
or more joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by the
SEC, the fund, along with other registered investment companies having
management contracts with FMR, may participate in an interfund lending
program. This program provides an alternative credit facility allowing the
fund to borrow from, or lend money to, other participating funds.
RESTRICTED SECURITIES. The fund is permitted to invest in privately placed
restricted securities. These securities 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 $6,000 or 0% of net assets.
3. PURCHASES AND SALES OF
INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $4,691,175,000 and $3,326,733,000, 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
4. FEES AND OTHER
TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
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 .30% to .52%
for the period from August 1, 1993 to October 31, 1993 and .285% to .52%
for the period from November 1, 1993 to July 31, 1994. In the event that
these rates were lower than the contractual rates in effect during those
periods, FMR voluntarily implemented the above rates, as they resulted in
the same or a lower management fee. The annual individual fund fee rate is
.30%. The basic fee is subject to a performance adjustment (up to a maximum
of (plus/minus) .20%) 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 .70% of
average net assets.
The Board of Trustees has approved a new group fee rate schedule with rates
ranging from .27% to .52%. Effective August 1, 1994, FMR voluntarily agreed
to implement this new group fee rate schedule as it results in the same or
a lower management fee.
SALES LOAD. Fidelity Distributors Corporation (FDC), an affiliate of FMR,
is the general distributor of the fund. FDC is paid a 3% sales charge on
sales of shares of the fund. Prior to October 12, 1990, FDC was paid a 2%
sales charge and a 1% deferred sales charge. Shares purchased before
October 12, 1990 are subject to the deferred sales charge upon redemption.
For the period, FDC received sales charges and deferred sales charges of
$6,514,000 and $26,000, respectively, on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives fees based on the type, size, number of accounts and the
number of transactions made by shareholders. FSC pays for typesetting,
printing and mailing of all shareholder reports, except proxy statements.
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 $2,220,000 for the period.
5. INTERFUND LENDING PROGRAM.
The fund participated in the interfund lending program as a lender. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $61,041,000 and $29,690,000,
respectively.
5. INTERFUND LENDING PROGRAM - CONTINUED
The weighted average interest rate was 3.6%. Interest earned from the
interfund lending program amounted to $ 45,000 and is included in interest
income on the Statement of Operations.
6. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value inexcess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $14,683,000 and $10,040,000,
respectively. The weighted average interest rate was 4.2%.
7. 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 with companies which are or
were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS

PURCHASE SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
Broderbund Software, Inc. (a) $ - $ - - $ 23,775
C COR Electronics, Inc. (a) 2,476 - - 8,434
Hollywood Entertainment
Corp. (a) - - - 17,706
Oxford Health Plans, Inc. (a) 6,127 - - 54,528
Platinum Technology, Inc. (a) 1,035 - - 16,797
Wonderware Corp. (a) 3,417 - - 12,039
TOTALS $ 13,055 $ - - $ 133,279
(a) non-income producing
8. 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
$659,000 under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity Blue Chip Growth Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Securities Fund: Fidelity Blue Chip Growth Fund, including the
schedule of portfolio investments, as of July 31, 1994, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 1994 by correspondence with the custodian
and brokers. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Securities Fund: Fidelity Blue Chip Growth Fund as of July 31,
1994, the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended,
in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 2, 1994
DISTRIBUTIONS

The Board of Trustees of Fidelity Securities Fund: Fidelity Blue Chip
Growth Fund voted to pay on September 6, 1994, to shareholders of record at
the opening of business on September 2, 1994 a distribution of $.21 derived
from capital gains realized from sales of portfolio securities. 7% of the
dividends distributed during the fiscal year qualifies for the
dividends-received deductions for corporate shareholders. The fund will
notify shareholders in January 1995 of the applicable percentage for use in
preparing 1994 income tax returns.
TO CALL FIDELITY

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
Fidelity Management & Research
(U.K.) Inc., London England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Michael Gordon, Vice President
William J. Hayes, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager,
Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Fidelity Fifty
Growth Company Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Growth Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
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)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE