FIDELITY SECURITIES FUND
N-30D, 1995-09-11
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FIDELITY
 
 
(REGISTERED TRADEMARK)
BLUE CHIP GROWTH
FUND
ANNUAL REPORT
JULY 31, 1995 
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     22   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    26   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    31   The auditors' 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. 
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL 
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
 
DEAR SHAREHOLDER:
Although there have been positive market indications so far in 1995, no one
can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for 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. A fund's total
return 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 securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JULY 31, 1995               PAST 1   PAST 5    LIFE OF   
                                          YEAR     YEARS     FUND      
 
Blue Chip Growth                          32.64%   168.56%   321.59%   
 
Blue Chip Growth (incl. 3% sales          28.66%   160.51%   308.94%   
charge)                                                                
 
S&P 500(registered trademark)             26.11%   83.44%    188.56%   
 
Average Growth Fund                       24.75%   83.14%    178.61%   
 
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 invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment would
be $1,050. You can compare the fund's returns to the performance of the
Standard & Poor's Composite Index of 500 Stocks - a common proxy for the
U.S. stock market. To measure how the fund's performance stacked up against
its peers, you can compare it to the average growth fund, which reflects
the performance of 529 growth funds with similar objectives tracked by
Lipper Analytical Services over the past 12 months. 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, 1995                PAST 1   PAST 5   LIFE OF   
                                           YEAR     YEARS    FUND      
 
Blue Chip Growth                           32.64%   21.85%   20.88%    
 
Blue Chip Growth (incl. 3% sales charge)   28.66%   21.11%   20.39%    
 
S&P 500(registered trademark)              26.11%   12.90%   14.99%    
 
Average Growth Fund                        24.75%   12.52%   14.01%    
 
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 Chip Growth (3Standard & Poor's 500 Stock Index
        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           11031.75         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           13846.77         15045.01
        10/31/89           13640.69         14695.97
        11/30/89           13876.21         14995.77
        12/31/89           13995.40         15355.66
        01/31/90           12823.32         14325.30
        02/28/90           13170.98         14510.09
        03/31/90           13826.54         14894.61
        04/30/90           13697.42         14522.25
        05/31/90           15246.94         15938.17
        06/30/90           15594.59         15829.79
        07/31/90           15227.08         15779.13
        08/31/90           13915.94         14352.70
        09/30/90           13258.58         13653.72
        10/31/90           13178.88         13595.01
        11/30/90           14015.64         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           18400.43         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           19534.98         17910.82
        10/31/91           19926.88         18150.82
        11/30/91           19504.83         17419.34
        12/31/91           22424.76         19412.12
        01/31/92           21719.26         19051.05
        02/29/92           21820.04         19298.72
        03/31/92           21225.41         18922.39
        04/30/92           21507.61         19478.71
        05/31/92           21951.06         19574.15
        06/30/92           21316.12         19282.50
        07/31/92           22192.95         20071.15
        08/31/92           21961.14         19659.70
        09/30/92           22252.76         19891.68
        10/31/92           22561.69         19961.30
        11/30/92           23745.89         20641.98
        12/31/92           23808.73         20895.88
        01/31/93           23860.87         21071.40
        02/28/93           23704.44         21357.97
        03/31/93           24851.60         21808.63
        04/30/93           25247.89         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           29084.11         22479.70
        10/31/93           29409.21         22945.03
        11/30/93           28515.20         22727.05
        12/31/93           29642.54         23002.05
        01/31/94           30819.90         23784.12
        02/28/94           30844.43         23139.57
        03/31/94           29875.56         22130.68
        04/30/94           30758.58         22413.96
        05/31/94           31151.04         22781.54
        06/30/94           30071.79         22223.40
        07/31/94           30832.17         22952.32
        08/31/94           32500.10         23893.37
        09/30/94           32403.56         23307.98
        10/31/94           33899.49         23832.41
        11/30/94           32131.58         22964.43
        12/31/94           32562.32         23305.00
        01/31/95           31746.69         23909.30
        02/28/95           32800.73         24841.04
        03/31/95           34181.02         25574.10
        04/30/95           35448.38         26327.26
        05/31/95           36238.91         27379.56
        06/30/95           38246.61         28015.58
        07/31/95           40894.26         28944.58
$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 started, and paid a 3% sales charge. As the chart
shows, by July 31, 1995, the value of your investment would have grown to
$40,894 - a 308.94% 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 $28,856 - a
188.56% 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
Strong corporate earnings and a 
favorable interest rate 
environment helped the U.S. 
stock market post strong returns 
for the 12 months ended July 31, 
1995. The Standard & Poor's 
Composite Index of 500 Stocks 
finished the 12-month period with a 
total return of 26.11% - well 
above its historical annual 
average of roughly 12%. With 
inflation posing little threat, 
interest rates fell during the first 
half of 1995. The Federal 
Reserve Board cut the federal 
funds rate - the rate banks 
charge each other for overnight 
loans - by 0.25% on July 6. 
Large-capitalization stocks led 
the somewhat narrow market 
rally. Technology companies - 
whose goods and services 
benefited from both corporate 
and consumer demand - posted 
the strongest earnings growth 
and stock price gains. In 
February, the Dow Jones 
Industrial Average closed 
above 4000 for the first time. 
Returns from foreign markets 
were varied, as investors brought 
capital back to the U.S. The 
Morgan Stanley Emerging 
Markets Free Index was down 
3.76% for the 12 months ended 
July 31. The Morgan Stanley 
EAFE (Europe, Australia, Far 
East) Index returned 6.95% for the 
year ended July 31. European 
markets have fared well through 
the first half of 1995 - after a 
difficult year in 1994 - while the 
Japanese market recently has 
shown some signs of recovery 
after struggling through much of 
the year.
An interview with Michael Gordon, Portfolio Manager of Fidelity Blue Chip
Growth Fund
Q. HOW HAS THE FUND PERFORMED, MIKE? 
A. Very well. For the 12 months ended July 31, 1995, the fund returned
32.64%. That beat the average growth fund, which returned 24.75%, for the
same time period, according to Lipper Analytical Services.
Q. WHAT FACTORS HELPED THE FUND TO OUTPERFORM MANY OF ITS PEERS?
A. The fund has benefited tremendously from its emphasis on technology
stocks. Technology has been a very strong performer and the fund's holdings
in Compaq, Texas Instruments, Silicon Graphics and IBM helped the fund to
outperform. The fund also was positioned in more aggressive stocks, such as
Oxford Health Plans, which did well during the period. In addition, the
fund's holdings in selected foreign stocks, such as Indonesian tobacco
company H.M. Sampoerna, have contributed positively to the fund's overall
results.
Q. THE FUND'S HOLDINGS IN FINANCIAL STOCKS HAS INCREASED FROM 13.5% OF THE
FUND SIX MONTHS AGO TO 20.6% AS OF JULY 31, 1995. WHAT'S YOUR STRATEGY?
A. There are really two themes in the fund's financial holdings. The first
is that many brokerage stocks, such as Merrill Lynch and Morgan Stanley,
were historically inexpensive relative to potential earnings growth when I
started buying them early in the period. The economy was slowing and
interest rates had begun to come down, which I feel is very favorable for
brokerage stocks. The second is that the fund's increased holdings in
growth stocks happened to be in the financial market sector. Stocks such as
the Money Store, Greentree Acceptance and MGIC Investment Corp. had been
out of favor, yet began generating tremendous earnings per share growth and
selling at attractive valuations. Together, these had a positive impact on
results during the past six months.
Q. HAVE ANY NEW INVESTMENT TRENDS EMERGED IN THE FUND DURING THE PAST SIX
MONTHS?
A. Yes. I've dramatically increased the fund's exposure to cyclical stocks
- those stocks that rise and fall with the economy. Despite the recent
economic slowdown, I think there are still sectors in the cyclical economy
that are doing very well, especially industrial machinery. The fund's
increased machinery component is based on a couple of things. One is that I
believe we are entering a cyclically strong period. Caterpillar, for
example, has generated end market sales growth of 10% to 12%, and has
meaningfully reduced costs over the past several years. I think that
Caterpillar should realize solid earnings per share gains over the next
several quarters despite some Wall Street estimates to the contrary. It's
my belief that we'll see strong financial and operating performance in
other cyclical stocks as the economy improves in the second half of 1995
and 1996. Companies that the fund owns that I expect to do well include
Timken, Parker-Hannifin and Deere & Co. I'm impressed with the terrific
earnings per share gains they've achieved in a difficult economy. If the
economy gets better in 1996, so should their results.
Q. DOES YOUR THINKING ON CYCLICAL STOCKS APPLY TO THE FUND'S INCREASED
HOLDINGS IN GENERAL MOTORS AND CHRYSLER AS WELL? 
A. Yes. The auto holdings also reflect my belief that the 1996 economy will
be stronger than 1995's and the auto stocks are selling at particularly
attractive valuations. In the case of General Motors, if you factor in the
price of the various subsidiaries, I believe you are paying next to nothing
for the North American auto division. Also, the company is in the midst of
a significant cost reduction and restructuring program that should improve
results markedly.
Q. WHAT INVESTMENTS DIDN'T PERFORM AS WELL AS YOU WOULD HAVE LIKED?
A. Basically, in the past six months the fund didn't experience any major
distress. In this market, the trick has been to own stocks that are up more
than the market. The cyclicals that the fund owned didn't do as well as the
market, which was disappointing. But I've continued adding cyclical stocks
to the fund with the belief that they'll outperform going forward. I also
held on to some of the fund's HMO stocks, such as United Health Care, for
longer than I should have.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. On a risk/reward basis, cyclical stocks are my favorite investment
theme. I expect that the fund will continue to emphasize cyclicals during
the next six months as we move toward a potentially stronger economy in
1996. 
 
FUND FACTS
GOAL: to increase the value 
of the fund's shares, by 
investing mainly in common 
stocks of well-known and 
established companies.
START DATE: December 31, 
1987
SIZE: as of July 31, 1995, 
more than $6.4 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 
TECHNOLOGY STOCKS:
"Technology continues to be 
the fund's largest sector 
weighting - at about 33% of 
the fund's investments. I've 
increased the fund's holding 
in Oracle during the past year. 
The company has continued 
to report very strong results, 
has continued to gain 
significant market share and 
continues to face very robust 
end market demand. I expect 
the company's earnings per 
share to remain at the healthy 
clip of the past several 
quarters.
"To date, 1995 has been an 
outstanding year for 
technology stocks - they've 
really led the market. Despite 
this, I believe that technology 
will continue to be a fertile 
place for the fund to invest in 
the next six months."
DISTRIBUTIONS
A total of 32% of the dividends 
distributed during the fiscal 
year qualifies for the 
dividends-received 
deductions for corporate 
shareholders.
The fund will notify 
shareholders in January 1996 
of the applicable percentage 
for use in preparing 1995 
income tax returns.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF JULY 31, 1995 
                                   % OF FUND'S    % OF FUND'S       
                                   INVESTMENTS    INVESTMENTS       
                                                  IN THESE STOCKS   
                                                  6 MONTHS AGO      
 
General Motors Corp.               3.7            1.1               
 
Compaq Computer Corp.              3.1            2.6               
 
Caterpillar, Inc.                  3.0            1.2               
 
Chrysler Corp.                     2.4            0.8               
 
Deere & Co.                        2.0            0.3               
 
Texas Instruments, Inc.            1.9            0.0               
 
Merrill Lynch & Co., Inc.          1.9            1.5               
 
Morgan Stanley Group, Inc.         1.8            1.9               
 
International Business Machines    1.7            2.3               
Corp.                                                               
 
Silicon Graphics, Inc.             1.7            1.1               
 
TOP FIVE MARKET SECTORS AS OF JULY 31, 1995 
                                   % OF FUND'S    % OF FUND'S        
                                   INVESTMENTS    INVESTMENTS        
                                                  IN THESE MARKET    
                                                  SECTORS            
                                                  6 MONTHS AGO       
 
Technology                         32.9           33.0               
 
Finance                            20.6           13.5               
 
Industrial Machinery & Equipment   11.5           4.1                
 
Durables                           10.7           3.9                
 
Basic Industries                   6.9            3.0                
 
ASSET ALLOCATION
AS OF JULY 31, 1995 * AS OF JANUARY 31, 1995 ** 
Row: 1, Col: 1, Value: 3.3
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 48.7
Row: 1, Col: 4, Value: 48.0
Row: 1, Col: 1, Value: 9.0
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 45.0
Row: 1, Col: 4, Value: 46.0
Stocks 96.7%
Short-term
investments 3.3%
FOREIGN
INVESTMENTS 10.5%
Stocks 91.0%
Short-term
investments 9.0%
FOREIGN
INVESTMENTS 11.5%
*
**
INVESTMENTS JULY 31, 1995 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 96.7%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 0.3%
Precision Castparts Corp.   393,400 $ 14,015
Rockwell International Corp.   7,300  333
Rohr Industries, Inc. (a)  363,700  5,365
  19,713
BASIC INDUSTRIES - 6.9%
CHEMICALS & PLASTICS - 0.9%
Hanna (M.A.) Co.   854,800  23,614
PT Tri Polyta Indonesia sponsored ADR  1,586,900  36,499
Union Carbide Corp.   5,000  174
  60,287
IRON & STEEL - 1.2%
AK Steel Holding Corp. (a)  708,200  21,512
Inland Steel Industries, Inc.   1,037,900  29,840
LTV Corp. (a)  833,400  12,709
Material Sciences Corp. (a)  345,500  7,558
Nucor Corp.   96,400  5,181
  76,800
METALS & MINING - 4.5%
Alcan Aluminium Ltd.   1,626,700  55,155
Alumax, Inc. (a)  374,700  12,880
Aluminum Co. of America  1,490,200  84,755
Belden, Inc.   51,900  1,525
Castech Aluminum Group (a)  209,400  3,717
Falconbridge Ltd.   213,600  4,267
Inco Ltd.   2,576,600  87,599
Kaiser Aluminum Corp. (a)  2,387,600  38,799
Magma Copper Co. Class B (a)  129,900  2,403
Reynolds Metals Co.   600  38
  291,138
PAPER & FOREST PRODUCTS - 0.3%
Albany International Corp. Class A  456,500  11,584
Champion International Corp.   26,400  1,488
Fajar Surya Wisesa  4,312,000  4,534
Federal Paper Board Co., Inc.   21,600  807
International Paper Co.   5,000  423
  18,836
TOTAL BASIC INDUSTRIES   447,061
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONGLOMERATES - 0.5%
Crane Co.   831,000 $ 30,747
CONSTRUCTION & REAL ESTATE - 3.2%
BUILDING MATERIALS - 2.7%
Armstrong World Industries, Inc.   900,900  49,775
Carlisle Companies, Inc.   117,300  4,853
Centex Construction Products (a)  291,900  4,196
Cimentas AS (a)  540,000  329
Congoleum Corp. Class A (a)  6,900  86
Lafarge Corp.   66,938  1,330
Manville Corp. (a)  479,600  6,654
Masco Corp.   1,113,600  28,954
Medusa Corp.   195,300  5,249
Owens-Corning Fiberglas Corp. (a)  1,160,000  45,530
Ply-Gem Industries, Inc. (b)  1,456,200  22,571
Southdown, Inc. (a)  215,000  4,139
  173,666
CONSTRUCTION - 0.5%
Oakwood Homes Corp.   2,800  84
Pulte Corp.   28,900  777
Schuler Homes, Inc. (a)   363,100  4,176
Webb (Del E.) Corp. (b)  1,487,600  30,124
  35,161
TOTAL CONSTRUCTION & REAL ESTATE   208,827
DURABLES - 10.7%
AUTOS, TIRES, & ACCESSORIES - 9.3%
Chrysler Corp.   3,218,400  156,897
Cummins Engine Co., Inc.   83,800  3,520
Dana Corp.   1,327,900  39,173
Eaton Corp.   505,100  28,222
Echlin, Inc.   609,600  23,774
Ford Motor Co.   1,915,200  55,301
General Motors Corp.   4,950,006  241,313
Lear Seating Corp. (a)  171,800  4,639
TRW, Inc.   141,300  10,545
Titan Wheel International, Inc. (b)  1,382,800  42,867
  606,251
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
CONSUMER ELECTRONICS - 1.1%
Black & Decker Corp.   1,597,900 $ 50,534
Whirlpool Corp.   338,900  19,571
  70,105
HOME FURNISHINGS - 0.1%
Heilig-Meyers Co.   30,600  773
Leggett & Platt, Inc.   80,800  3,747
  4,520
TEXTILES & APPAREL - 0.2%
Mohawk Industries, Inc. (a)  79,500  1,411
Shaw Industries, Inc.   519,000  8,758
  10,169
TOTAL DURABLES   691,045
ENERGY - 0.7%
ENERGY SERVICES - 0.5%
Global Industries Ltd. (a)(b)  644,200  12,884
Hornbeck Offshore Services, Inc. (a)  55,100  789
Marine Drilling Cos., Inc. (a)  1,427,129  5,352
Noble Drilling Corp. (a)  12,275  80
Tidewater, Inc.   579,600  14,635
Weatherford International, Inc. (a)  28,100  358
  34,098
OIL & GAS - 0.2%
Barrington Petroleum Ltd. (a)  489,000  1,506
Blue Range Resource Corp. Class A (a)(b)  1,375,100  10,963
Newfield Exploration Co. (a)  7,000  179
Rio Alto Exploration Ltd. (a)  1,053,700  2,742
  15,390
TOTAL ENERGY   49,488
FINANCE - 20.6%
BANKS - 0.0%
Citicorp  305  19
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - 5.2%
American Express Co.   1,451,963 $ 55,901
Bankard, Inc.   2,685,000  1,006
Countrywide Credit Industries, Inc.   2,155,500  47,960
Equitable Companies, Inc.   3,491,400  78,120
Green Tree Acceptance, Inc.   749,600  40,572
Greenpoint Financial Corp.   85,900  2,072
Jayhawk Acceptance Corp.   9,500  95
Mercury Finance Co.   1,707,000  33,713
Money Store, Inc. (b)  802,500  41,329
North American Mortgage Co. (b)  1,499,400  32,425
Olympic Financial Ltd. (a)  104,400  1,957
  335,150
FEDERAL SPONSORED CREDIT - 0.8%
Federal Home Loan Mortgage Corporation  281,800  18,458
Federal National Mortgage Association  348,500  32,628
  51,086
INSURANCE - 4.5%
Allstate Corp.   2,862,600  89,456
CMAC Investments (b)  942,200  46,286
Conseco, Inc.   250,300  12,327
Equitable Iowa Companies   636,600  20,690
MGIC Investment Corp.   1,289,000  65,417
Old Republic International Corp.   562,500  14,836
PMI Group, Inc.   317,300  14,754
SunAmerica, Inc.   476,400  27,274
Travelers, Inc. (The)  21,566  1,022
  292,062
SAVINGS & LOANS - 0.2%
Monterey Bay Bancorp, Inc. (a)  134,000  1,340
Standard Financial, Inc. (a)  132,500  1,772
Washington Mutual, Inc.   521,000  12,439
  15,551
SECURITIES INDUSTRY - 9.9%
Alex Brown, Inc.   676,400  32,721
Alliance Capital Management LP  99,900  1,898
Bear Stearns Companies, Inc.   2,592,938  57,369
Edwards (A.G.), Inc.   1,388,300  34,013
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
SECURITIES INDUSTRY - CONTINUED
Inter-Regional Financial Group, Inc.   148,800 $ 4,576
Legg Mason, Inc.   542,800  15,673
Lehman Brothers Holdings, Inc.   1,174,740  25,991
Merrill Lynch & Co., Inc.   2,183,700  121,195
Morgan Stanley Group, Inc.   1,374,600  114,951
PaineWebber Group, Inc.   3,672,850  75,293
Piper Jaffray, Inc.   172,300  2,908
Price (T. Rowe) Associates, Inc.   347,300  15,281
Quick & Reilly Group, Inc. (The)  830,623  31,979
Raymond James Financial, Inc.   606,400  13,189
Salomon, Inc.   327,400  12,073
Schwab (Charles) Corp.   1,733,500  79,958
  639,068
TOTAL FINANCE   1,332,936
HEALTH - 1.7%
DRUGS & PHARMACEUTICALS - 1.0%
Biogen, Inc. (a)  1,298,900  59,749
COR Therapeutics, Inc. (a)  600  6
Phoenix International Life Sciences, Inc. (a)(d)  315,200  2,311
  62,066
MEDICAL EQUIPMENT & SUPPLIES - 0.2%
Coherent, Inc. (a)  441,000  16,648
MEDICAL FACILITIES MANAGEMENT - 0.5%
Columbia/HCA Healthcare Corp.   620,300  30,395
Oxford Health Plans, Inc. (a)  13,000  671
  31,066
TOTAL HEALTH   109,780
INDUSTRIAL MACHINERY & EQUIPMENT - 11.5%
ELECTRICAL EQUIPMENT - 0.8%
California Microwave Corp. (a)  153,400  3,988
General Electric Co.   1,000  59
Murata Mfg. Co. Ltd.   571,000  24,941
Oak Industries, Inc. (a)  371,000  10,110
Omron Corp.   523,000  11,896
  50,994
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 10.7%
Aida Engineering Ltd. Ord.   752,000 $ 5,489
Amadasonoike Co. Ltd.   629,000  4,064
Applied Power, Inc. Class A  192,300  5,625
Cascade Corp.   508,200  8,258
Case Corp.   1,039,700  36,649
Caterpillar, Inc.   2,766,200  194,671
Cincinnati Milacron, Inc.   1,147,700  35,866
Deere & Co.   1,435,950  129,056
Dover Corp.   242,700  19,234
Greenbrier Companies, Inc.   37,100  496
Greenfield Industries, Inc.   308,200  9,015
Harnischfeger Industries, Inc.   647,900  24,296
IDEX Corp.   90,700  3,980
Indresco, Inc. (a)  328,600  5,176
Ingersoll-Rand Co.   817,900  34,147
Kennametal, Inc.   716,638  26,426
PRI Automation, Inc.   47,200  1,935
Parker-Hannifin Corp.   1,105,500  45,049
Regal-Beloit Corp.   161,100  3,303
Timken Co.   660,300  30,126
TRINOVA Corp.   747,600  28,689
Tsugami Corp.   325,000  1,490
Varity Corp. (a)  799,300  37,467
  690,507
POLLUTION CONTROL - 0.0%
TETRA Technologies, Inc. (a)  282,000  3,384
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   744,885
MEDIA & LEISURE - 1.2%
LEISURE DURABLES & TOYS - 0.2%
Fleetwood Enterprises, Inc.   752,400  15,518
LODGING & GAMING - 0.2%
Doubletree Corp. (a)  530,300  12,064
La Quinta Motor Inns, Inc.   83,400  2,346
Marcus Corp.   5,000  156
  14,566
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 0.8%
Landry's Seafood Restaurants, Inc. (a)  227,200 $ 4,246
Lone Star Steakhouse Saloon (a)  1,006,500  39,379
Outback Steakhouse, Inc. (a)  153,100  5,339
  48,964
TOTAL MEDIA & LEISURE   79,048
NONDURABLES - 1.3%
TOBACCO - 1.3%
Philip Morris Companies, Inc.   4,400  315
Sampoerna Hanjaya Mandala (For. Reg.)  9,655,000  82,402
  82,717
RETAIL & WHOLESALE - 1.7%
APPAREL STORES - 0.0%
Baby Superstore, Inc. (a)  3,750  179
RETAIL & WHOLESALE, MISCELLANEOUS - 1.7%
Best Buy Co., Inc. (a)  2,380  62
CDW Computer Centers, Inc. (a)  5,200  285
Lowe's Companies, Inc.   1,292,700  47,668
Micro Warehouse, Inc. (a)  873,600  42,588
Petsmart, Inc. (a)  642,058  18,459
  109,062
TOTAL RETAIL & WHOLESALE   109,241
SERVICES - 1.2%
PRINTING - 0.0%
Paxar Corp. (a)  135,200  2,636
SERVICES - 1.2%
Interim Services, Inc. (a)  167,300  4,099
Manpower, Inc.   1,412,400  39,724
Medaphis Corp. (a)  1,135,200  28,664
Robert Half International, Inc. (a)  155,800  4,304
  76,791
TOTAL SERVICES   79,427
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - 32.9%
COMMUNICATIONS EQUIPMENT - 0.9%
DSC Communications Corp. (a)  400 $ 22
Ericsson (L.M.) Telephone Co. Class B ADR  41,600  775
General Instrument Corp. (a)  14,500  535
Network Equipment Technologies (a)  660,200  19,971
Nokia Corp. AB:
 sponsored ADR  252,300  16,588
   Series A  297,600  19,894
  57,785
COMPUTER SERVICES & SOFTWARE - 9.8%
Accent Software International (b)  100,000  1,350
Adobe Systems, Inc.   5,400  333
Altai, Inc. (a)  71,100  658
America Online, Inc. (a)  700  39
American Business Information, Inc. (a)  672,600  20,767
Ascend Communications, Inc. (a)  5,600  406
Cambridge Technology Partners Mass., Inc.   55,000  1,863
Cerner Corp. (a)  630,000  38,824
Computer Sciences Corp. (a)  1,684,760  99,401
Continuum Co., Inc. (a)(b)  1,049,200  38,165
Electronic Arts, Inc. (a)  1,961,100  70,845
Epic Design Technology (a)  263,100  9,800
Firefox Communications, Inc. (a)  168,000  3,654
GMIS, Inc. (a)(b)  775,700  11,636
HBO & Co.   58,900  3,254
Informix Corp. (a)  433,500  12,842
Keane, Inc. (a)  10,400  246
Medicus Systems Corp. (b)  346,600  3,076
Microsoft Corp. (a)  4,300  389
Oracle Systems Corp. (a)  2,547,400  106,672
Peoplesoft, Inc. (a)  950,500  67,961
Policy Management Systems Corp. (a)  36,800  1,973
Shared Medical Systems Corp. (b)  1,797,800  74,833
Spectrum Holobyte, Inc. (a)  1,110,800  19,647
Stratacom, Inc. (a)  1,200  65
Sybase, Inc. (a)  800  26
Trinzic Corp. (a)(b)  1,492,100  11,937
Wonderware Corp. (a)(b)  848,900  32,046
  632,708
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 11.2%
ADAPTEC, Inc. (a)  741,000 $ 31,678
Amdahl Corp. (a)  1,096,800  10,899
Apple Computer, Inc.   4,900  221
Bay Networks, Inc. (a)  48,200  2,163
Comdisco, Inc.   543,000  17,444
Compaq Computer Corp. (a)  3,965,400  201,244
Conner Peripherals, Inc. (a)  71,800  969
Digital Equipment Corp. (a)  1,648,400  63,257
Filenet Corp. (a)  220,200  9,661
International Business Machines Corp.   1,040,600  113,295
Komag, Inc.   57,300  3,932
National Computer System, Inc.   296,800  6,270
Quantum Corp. (a)  774,000  19,931
SCI Systems, Inc. (a)  148,100  3,962
Seagate Technology (a)  1,025,400  45,502
Silicon Graphics, Inc. (a)  2,582,080  108,447
Sun Microsystems, Inc. (a)  1,340,710  64,522
Symbol Technologies, Inc. (a)  366,000  13,954
Telxon Corp.   20,000  475
Western Digital Corp. (a)  289,600  5,611
Xerox Corp.   600  71
  723,508
ELECTRONIC INSTRUMENTS - 1.2%
Applied Materials, Inc. (a)  203,600  21,073
KLA Instruments Corp. (a)  1,700  147
Measurex Corp.   302,000  9,135
Silicon Valley Group, Inc.   394,700  18,403
Tektronix, Inc.   374,400  18,018
Varian Associates, Inc.   196,600  10,838
  77,614
ELECTRONICS - 9.8%
Advanced Micro Devices, Inc.   8,800  287
AMP, Inc.   767,600  33,103
Analog Devices, Inc. (a)  450  16
Arrow Electronics, Inc. (a)  760,900  42,991
Atmel Corp. (a)  105,700  7,201
Augat, Inc.   366,300  8,745
Avnet, Inc.   488,100  25,381
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Bell Industries, Inc.   800 $ 19
Brooktree Corp.   50,000  1,051
Cypress Semiconductor Corp. (a)  5,500  290
Intel Corp.   1,268,500  82,452
Kyocera Corp.   908,000  78,295
Micron Technology, Inc.   1,200  75
Motorola, Inc.   113,800  8,720
National Semiconductor Corp. (a)  5,800  157
NMB Semiconductor Co. Ltd. Ord. (a)  1,339  35,608
Rohm Co. Ltd.   1,515,000  85,891
Samsung Electronics Co. Ltd.   373,324  74,734
Samsung Electronics Co. Ltd. GDR (d)  60,900  8,526
Texas Instruments, Inc.   778,200  121,594
VLSI Technology, Inc. (a)  711,100  21,066
Wyle Laboratories  5,200  209
  636,411
TOTAL TECHNOLOGY   2,128,026
TRANSPORTATION - 1.8%
AIR TRANSPORTATION - 0.7%
Delta Air Lines, Inc.   356,100  28,221
KLM Royal Dutch Airlines (a)  216,900  8,079
KLM Royal Dutch Airlines Ord.   316,000  11,879
UAL Corp.   10,000  1,485
  49,664
RAILROADS - 1.0%
Burlington Northern, Inc.   130,600  9,044
CSX Corp.   285,400  23,938
Conrail, Inc.   321,300  19,840
Railtex, Inc. (a)  299,200  8,677
Trinity Industries, Inc.   37,400  1,253
  62,752
TRUCKING & FREIGHT - 0.1%
TNT Freightways Corp.   272,100  5,986
TOTAL TRANSPORTATION   118,402
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UTILITIES - 0.5%
CELLULAR - 0.5%
Cellular Communications, Inc. Class P (a)  15,000 $ 811
Vodafone Group PLC  5,000,000  19,106
Vodafone Group PLC sponsored ADR  331,600  13,057
  32,974
TOTAL COMMON STOCKS
(Cost $5,221,505)   6,264,317
NONCONVERTIBLE PREFERRED STOCKS - 0.0%
ENERGY - 0.0%
OIL & GAS - 0.0%
Gulf Canada Resources Ltd. (Cost $6)(c)  2,315  6
REPURCHASE AGREEMENTS - 3.3%
 MATURITY 
  AMOUNT (000S) 
Investments in repurchase agreements 
(U.S. Treasury obligations), in a 
joint trading account at 5.82%, 
dated 7/31/95 due 8/1/95  $ 214,044  214,009
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $5,435,520)  $ 6,478,332
FORWARD FOREIGN CURRENCY CONTRACTS
AMOUNTS IN THOUSANDS  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 4,545,650 JPY 8/2/95 $ 51,439 $ (1,366)
(Payable amount $52,805)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 0.8%
CONTRACTS TO SELL
 4,545,650 JPY 8/2/95 $ 51,439  3,394
(Receivable amount $54,833)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 0.8%
   $ 2,028
CURRENCY ABBREVIATION
JPY - Japanese yen
LEGEND
1. Non-income producing
2. Affiliated company (see Note 7 of Notes to Financial Statements).
3. 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 (000S)
Gulf Canada 
 Resources Ltd. 10/15/93 $ 6
4. 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 $10,837,000 or 0.2% 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  89.5%
Japan   3.4
Canada  2.5
Indonesia  1.9
Korea  1.3
Others (individually less than 1%)  1.4
TOTAL  100.0%
INCOME TAX INFORMATION
At July 31,1995, the aggregate cost of investment securities for income tax
purposes was $5,454,363,000. Net unrealized appreciation aggregated
$1,023,969,000 of which $1,077,947,000 related to appreciated investment
securities and $53,978,000 related to depreciated investment securities. 
The fund hereby designates $10,106,000 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, 1995                              
 
ASSETS                                                                                     
 
Investment in securities, at value (including repurchase                     $ 6,478,332   
agreements of $214,009) (cost $5,435,520) -                                                
See accompanying schedule                                                                  
 
Cash                                                                          1,125        
 
Receivable for investments sold                                               137,586      
 
Unrealized appreciation on foreign currency contracts                         3,394        
 
Receivable for fund shares sold                                               31,853       
 
Dividends receivable                                                          4,781        
 
Other receivables                                                             59           
 
 TOTAL ASSETS                                                                 6,657,130    
 
LIABILITIES                                                                                
 
Payable for investments purchased                                $ 217,634                 
 
Unrealized depreciation on foreign currency contracts             1,366                    
 
Payable for fund shares redeemed                                  10,861                   
 
Accrued management fee                                            3,471                    
 
Other payables and accrued expenses                               2,392                    
 
 TOTAL LIABILITIES                                                            235,724      
 
NET ASSETS                                                                   $ 6,421,406   
 
Net Assets consist of:                                                                     
 
Paid in capital                                                              $ 5,064,217   
 
Undistributed net investment income                                           3,300        
 
Accumulated undistributed net realized gain (loss) on                         309,049      
investments and foreign currency transactions                                              
 
Net unrealized appreciation (depreciation) on                                 1,044,840    
investments and assets and liabilities in foreign                                          
currencies                                                                                 
 
NET ASSETS, for 197,040 shares outstanding                                   $ 6,421,406   
 
NET ASSET VALUE, offering price and redemption price per                      $32.59       
share ($6,421,406 (divided by) 197,040 shares)                                             
 
Maximum offering price per share (100/97.00 of 32.59) .                       $33.60       
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                         <C>         <C>           
AMOUNTS IN THOUSANDS  YEAR ENDED JULY 31, 1995                                        
 
INVESTMENT INCOME                                                       $ 33,583      
Dividends (including $542 received from affiliated                                    
issuers)                                                                              
 
Interest                                                                 15,320       
 
 TOTAL INCOME                                                            48,903       
 
EXPENSES                                                                              
 
Management fee                                              $ 23,793                  
Basic fee                                                                             
 
 Performance adjustment                                      2,593                    
 
Transfer agent fees                                          11,554                   
 
Accounting fees and expenses                                 757                      
 
Non-interested trustees' compensation                        22                       
 
Custodian fees and expenses                                  278                      
 
Registration fees                                            1,303                    
 
Audit                                                        107                      
 
Legal                                                        16                       
 
Interest                                                     12                       
 
Miscellaneous                                                25                       
 
 Total expenses before reductions                            40,460                   
 
 Expense reductions                                          (1,121)     39,339       
 
NET INVESTMENT INCOME                                                    9,564        
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                   
Net realized gain (loss) on:                                                          
 
 Investment securities (including realized gain (loss) of    365,195                  
 $47,204 on sales of investments in affiliated issuers)                               
 
 Foreign currency transactions                               (16,550)    348,645      
 
Change in net unrealized appreciation (depreciation) on:                              
 
 Investment securities                                       924,161                  
 
 Assets and liabilities in foreign currencies                12,313      936,474      
 
NET GAIN (LOSS)                                                          1,285,119    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                         $ 1,294,683   
FROM OPERATIONS                                                                       
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>            <C>           
AMOUNTS IN THOUSANDS                                      YEAR ENDED     YEAR ENDED    
                                                          JULY 31,       JULY 31,      
                                                          1995           1994          
 
INCREASE (DECREASE) IN NET ASSETS                                                      
 
Operations                                                $ 9,564        $ 2,809       
Net investment income                                                                  
 
 Net realized gain (loss)                                  348,645        104,229      
 
 Change in net unrealized appreciation (depreciation)      936,474        30,724       
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           1,294,683      137,762      
FROM OPERATIONS                                                                        
 
Distributions to shareholders                              -              (332)        
From net investment income                                                             
 
 From net realized gain                                    (64,196)       (147,694)    
 
 TOTAL DISTRIBUTIONS                                       (64,196)       (148,026)    
 
Share transactions                                         4,429,317      2,243,190    
Net proceeds from sales of shares                                                      
 
 Reinvestment of distributions                             62,248         141,684      
 
 Cost of shares redeemed                                   (1,529,164)    (933,920)    
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           2,962,401      1,450,954    
FROM SHARE TRANSACTIONS                                                                
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  4,192,888      1,440,690    
 
NET ASSETS                                                                             
 
 Beginning of period                                       2,228,518      787,828      
 
 End of period (including undistributed net investment    $ 6,421,406    $ 2,228,518   
income of $3,300 and $10,286, respectively)                                            
 
OTHER INFORMATION                                                                      
Shares                                                                                 
 
 Sold                                                      162,136        89,635       
 
 Issued in reinvestment of distributions                   2,477          5,832        
 
 Redeemed                                                  (56,233)       (37,436)     
 
 Net increase (decrease)                                   108,380        58,031       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                               <C>                    <C>       <C>       <C>       <C>       
                                  YEARS ENDED JULY 31,                                           
 
                                  1995                   1994 C    1993      1992      1991      
 
SELECTED PER-SHARE DATA                                                                          
 
Net asset value, beginning        $ 25.14                $ 25.72   $ 22.02   $ 18.94   $ 15.33   
of period                                                                                        
 
Income from Investment                                                                           
Operations                                                                                       
 
 Net investment income             .07 D                  .12       .10       .09       .12      
 
 Net realized and unrealized       7.96                   3.43      4.36      3.07      3.64     
 gain (loss)                                                                                     
 
 Total from investment             8.03                   3.55      4.46      3.16      3.76     
 operations                                                                                      
 
Less Distributions                 -                      (.01)     (.14)     (.08)     (.15)    
From net investment income                                                                       
 
 From net realized gain            (.58)                  (4.12)    (.62)     -         -        
 
 Total distributions               (.58)                  (4.13)    (.76)     (.08)     (.15)    
 
Net asset value, end of period    $ 32.59                $ 25.14   $ 25.72   $ 22.02   $ 18.94   
 
TOTAL RETURN A, B                  32.64%                 14.95%    20.86%    16.73%    24.86%   
 
RATIOS AND SUPPLEMENTAL                                                                          
DATA                                                                                             
 
Net assets, end of period         $ 6,421                $ 2,229   $ 788     $ 476     $ 219     
(in millions)                                                                                    
 
Ratio of expenses to average       1.02%                  1.22%     1.25%     1.27%     1.26%    
net assets                                                                                       
 
Ratio of expenses to average       1.05%                  1.27%     1.25%     1.27%     1.26%    
net assets before expense                                                                        
reductions                                                                                       
 
Ratio of net investment income     .25%                   .21%      .46%      .55%      .80%     
to average net assets                                                                            
 
Portfolio turnover rate            182%                   271%      319%      71%       99%      
 
</TABLE>
 
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO FINANCIAL
STATEMENTS).
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN 
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1995 
 
 
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 (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
of their purchase date 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.
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. The effects of changes in foreign
currency exchange rates on investments in securities 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 substantially 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 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.
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
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, which may result in distribution
reclassifications, 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 and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment  income (loss) and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions 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.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. These contracts
involve market risk in excess of the unrealized gain or loss reflected in
the fund's Statement of Assets and Liabilities. The U.S. dollar value of
the currencies the fund has committed to buy or sell is shown in the
schedule of investments under the caption "Forward Foreign Currency
Contracts." This amount represents the aggregate exposure to each currency
the fund has acquired or hedged through currency contracts at period end.
Losses may arise from changes in the value of the foreign currency or if
the counterparties do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
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 
2. OPERATING POLICIES - CONTINUED
FORWARD FOREIGN CURRENCY 
CONTRACTS - CONTINUED
of offset; otherwise, gain (loss) is recognized on settlement date.
Contracts that have been offset with different counterparties are reflected
as both a contract to buy and a contract to sell in the schedule of
investments under the caption "Forward Foreign Currency Contracts."
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (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.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price. 
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
RESTRICTED SECURITIES. The fund is permitted to invest in securities that
are subject to legal or contractual restrictions on resale. These
securities generally 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 $9,508,203,000 and $6,735,300,000, respectively, of which U.S.
government and government agency obligations aggregated $171,997,000 and
$177,297,000, 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  .2700% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
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 .69% of average net assets after the
performance adjustment.
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
$10,174,000 and $17,000, 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. 
During the period  August 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives
account fees and asset-based fees that vary according to account size 
and type of account. 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 $4,498,000 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 balance during the period for which
loans were outstanding amounted to $23,000,000. The weighted average
interest rate was  6.4%.
6. 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
$1,121,000 under this arrangement.
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 during the period with
companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Accent Software International  $ - $ - $ - $ 1,350 
Bell Microproducts, Inc.    1,836  2,166  -  -
Blue Range Resource Corp. 
 Class A (a)   748  -  -  10,963 
Broderbund Software, Inc.    -  20,391  -  -
C COR Electronics, Inc. (a)   888  7,830  -  - 
CMAC Investments   15,911  -  -  46,286 
Continuum Co., Inc. (a)   1,456  -  -  38,165 
Dual Drilling Co. (a)   740  7,833  -  -
GMIS, Inc. (a)   8,250  613  -  11,636 
Global Industries Ltd. (a)   6,327  3,180  -  12,884 
Hollywood Entertainment Corp.    4,981  6,933  -  - 
Jordan Petroleum Ltd. Class A   1,103  2,392  -  -
Landry's Seafood Restaurants, Inc. (a)   9,410  11,446  -  -
Marine Drilling Cos., Inc. (a)   1,823  4,017  -  -
Medicus Systems Corp.   4,293  5,155  18  3,076 
Money Store, Inc.   4,859  -  -  41,329 
North American Mortage Co.   17,198  -  90  32,425 
Oxford Health Plans, Inc. (a)   10,117  40,203  -  - 
Peoplesoft, Inc. (a)   3,937  20,273  -  -
Petsmart, Inc. (a)   16,583  35,432  -  -
Platinum Technology, Inc.   12,489  13,788  -  -  
Ply-Gem Industries, Inc.   12,018  -  -  22,571
Shared Medical Systems Corp.   21,817  1,154  382  74,833 
Titan Wheel International, Inc.   16,543  -  52  42,867 
Trinzic Corp. (a)   4,971  3,403  -  11,937 
Webb (Del E.) Corp.   15,400  -  -  30,124
Wonderware Corp. (a)   6,067  2,762  -  32,046 
TOTALS  $ 199,765 $ 188,971 $ 542 $ 412,492
(a) NON-INCOME PRODUCING.
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, 1995, 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, 1995  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, 1995, 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.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 1, 1995
 
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
Michael Gordon, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
 Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock 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
 
FIDELITY
 
 
(REGISTERED TRADEMARK)
DIVIDEND GROWTH
FUND
ANNUAL REPORT
JULY 31, 1995 
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     21   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    25   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    29   The auditors' opinion.                   
ACCOUNTANTS                                                            
 
DISTRIBUTIONS            30                                            
 
 
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. 
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL 
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
 
DEAR SHAREHOLDER:
Although there have been positive market indications so far in 1995, no one
can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for 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. A fund's total
return 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 investments that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JULY 31, 1995           PAST 1   LIFE OF   
                                      YEAR     FUND      
 
Dividend Growth                       39.14%   64.56%    
 
S&P 500(registered trademark)         26.11%   38.12%    
 
Average Growth Fund                   24.75%   n/a       
 
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 invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be $1,050.
You can compare the fund's returns to the performance of the Standard &
Poor's Composite Index of 500 Stocks - a common proxy for the U.S. stock
market. To measure how the fund's performance stacked up against its peers,
you can compare it to the average growth fund, which reflects the
performance of 529 growth funds with similar objectives tracked by Lipper
Analytical Services over the past 12 months. Both benchmarks include
reinvested dividends and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1995     PAST 1   LIFE OF   
                                YEAR     FUND      
 
Dividend Growth                 39.14%   24.62%    
 
S&P 500(registered trademark)   26.11%   15.34%    
 
Average Growth Fund             24.75%   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
              Fidelity Dividend Standard & Poor's 
     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          12493.15          11349.62
     02/28/94          12302.18          11042.04
     03/31/94          11715.49          10560.61
     04/30/94          11786.37          10695.78
     05/31/94          11604.11          10871.20
     06/30/94          11310.46          10604.85
     07/31/94          11826.87          10952.69
     08/31/94          12616.68          11401.75
     09/30/94          12485.05          11122.41
     10/31/94          13041.96          11372.66
     11/30/94          12474.92          10958.47
     12/31/94          12691.18          11120.98
     01/31/95          12732.22          11409.35
     02/28/95          13142.60          11853.97
     03/31/95          13768.44          12203.78
     04/30/95          14404.54          12563.19
     05/31/95          14907.26          13065.34
     06/30/95          15728.03          13368.84
     07/31/95          16456.47          13812.15
 
$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, 1995, the value of your investment would have grown to
$16,456 - a 64.56% 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 $13,812 - a
38.12% 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
Strong corporate earnings and a 
favorable interest rate 
environment helped the U.S. 
stock market post strong returns 
for the 12 months ended July 31, 
1995. The Standard & Poor's 
Composite Index of 500 Stocks 
finished the 12-month period with a 
total return of 26.11% - well 
above its historical annual 
average of roughly 12%. With 
inflation posing little threat, 
interest rates fell during the first 
half of 1995. The Federal 
Reserve Board cut the federal 
funds rate - the rate banks 
charge each other for overnight 
loans - by 0.25% on July 6. 
Large-capitalization stocks led 
the somewhat narrow market 
rally. Technology companies - 
whose goods and services 
benefited from both corporate 
and consumer demand - posted 
the strongest earnings growth 
and stock price gains. In 
February, the Dow Jones 
Industrial Average closed 
above 4000 for the first time. 
Returns from foreign markets 
were varied, as investors brought 
capital back to the U.S. The 
Morgan Stanley Emerging 
Markets Free Index was down 
3.76% for the 12 months ended 
July 31. The Morgan Stanley 
EAFE (Europe, Australia, Far 
East) Index returned 6.95% for the 
year ended July 31. European 
markets have fared well through 
the first half of 1995 - after a 
difficult year in 1994 - while the 
Japanese market recently has 
shown some signs of recovery 
after struggling through much of 
the year.
An interview with Steve Wymer, Portfolio Manager of Fidelity Dividend
Growth Fund
Q. STEVE, HOW HAS THE FUND PERFORMED?
A. The fund has performed very well. For the 12 months ended July 31, 1995,
the fund returned 39.14%. That beat the average growth fund, which returned
24.75% for the same time period, according to Lipper Analytical Services.
Q. WHAT FACTORS HELPED THE FUND TO OUTPERFORM MANY OF ITS PEERS?
A. The major reason is that for most of the year, the fund was primarily
invested in large-cap stocks - such as Philip Morris; Nokia, a Finnish
manufacturer of cellular phones; and Ericsson, a Swedish telecommunications
company - which were rewarded in the market during the past six months.
Q. YOU BEGAN MANAGING THE FUND IN MAY. WHAT CHANGES IN STRATEGY - IF ANY -
HAVE YOU MADE SINCE TAKING OVER?
A. I've brought some new stocks to the fund since I began managing it. I'm
changing the fund's focus from large cap stocks to being more mid-cap
focused. I prefer operating in the mid-cap environment because I believe
there are a lot of less-discovered names in the market that are suitable
for the fund.
Q. CAN YOU GIVE SOME EXAMPLES OF MID-CAP NAMES YOU'VE ADDED TO THE FUND?
A. Sure. A good example is BW/IP, a pump and seal manufacturer that serves
the energy and chemical refining industries. Industrial companies such as
BW/IP generally perform well later in an economic cycle. Though the
company's orders haven't increased, it has recently been quoting on more
business than it was last year. Generally, quotes lead to orders, orders
lead to sales, and sales lead to higher earnings and stock prices. I hope
to see orders come through later in the year, which should be followed by
an increase in sales and earnings. Another mid-cap stock I like is Wang
Labs. Wang has transformed itself from a proprietary systems provider to an
open-systems provider of equipment and services. It recently made an
advantageous acquisition of a division of Groupe Bull, the French
technology company. The companies have overlapping service structures
worldwide, which will eliminate some costs and could drive earnings higher.
To many people, Wang is a fragile company that's just coming out of
bankruptcy. But I see a company with a lot of cash on the balance sheet
that's in a position to grow, and may eventually begin to pay a dividend.
Q. INDUSTRIAL EQUIPMENT AND MACHINERY HAS INCREASED FROM 3.1% OF THE FUND
SIX MONTHS AGO TO ABOUT 10.2% AT THE END OF JULY. WHAT'S YOUR THINKING?
A. As I mentioned earlier, industrial equipment and machinery is a sector
that generally does better in the later part of the economic cycle. Here's
why: Manufacturing and process companies such as chemical companies don't
start spending money on plants and equipment until they're near full
capacity and/or their cash flow has increased. I've begun to focus on the
capital equipment phase of the economy by adding companies like BW/IP,
Duriron, Caterpillar and Ingersoll-Rand to the fund.
Q. THERE ARE SEVERAL NEW ADDITIONS TO THE FUND'S TOP 10 HOLDINGS . . .
A. Yes. I've added Apple Computer to the fund based on the potential of the
Power Macintosh. My thinking here is that because of the recently improved
price performance chips in the Power Mac, Apple may be able to accelerate
its growth rate. I've also added to the fund's holding in PepsiCo. Though
Pepsi's beverage and snack divisions have been doing well, the company's
restaurants - Pizza Hut, KFC and Taco Bell - have dragged down results.
Recently, there's been a change in management and strategy that I think
will be positive for the company. The plan is to go from company-owned
stores to franchises. This would allow Pepsi to take its own capital out of
the restaurant business and use it for something else, such as making
acquisitions or buying back stock. 
Q. WERE THERE ANY DISAPPOINTMENTS DURING THE PERIOD?
A. It's hard to be disappointed with stocks that are up 20% in six months -
even if the market is up more. Looking back, any regrets I have about the
past six months are those investments that I've sold too early rather than
investments that didn't do well. For example, I cut Micron Technology and
Texas Instruments back too much and too early, and both have been very
strong performers.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. Since the market's up, I'm more cautious than I have been in a while. I
plan to keep my ideas fresh and constantly look for new opportunities as
the market continues to shift.
 
FUND FACTS
GOAL: to increase the value 
of the fund's shares by 
investing mainly in equity 
securities of companies that 
have the potential to 
increase their current 
dividend or begin paying a 
dividend
START DATE: April 27, 1993
SIZE: as of July 31, 1995 
more than $464 million
MANAGER: Steve Wymer, 
since May 1995; assistant, 
OTC Portfolio, December, 
1994 - June, 1995; manager, 
Fidelity Select Chemicals, 
1993-1994; assistant, 
Magellan Fund, 1992-1994; 
manager, Fidelity Select 
Automotive, 1990-1993; 
assistant, Fidelity Growth & 
Income Portfolio, 1990-1992; 
joined Fidelity in 1989
(checkmark)
STEVE WYMER ON AIRLINE 
STOCKS:
"The airlines have been doing 
well lately. Demand has 
grown with the economy, yet 
the industry has been slow to 
add planes. Because they've 
had a disastrous decade and 
have lost so much money 
over the years, they're 
hesitant to add capacity - 
hardly believing that their 
luck has turned around. If 
demand keeps growing, and 
few new planes are added to 
supply, returns could be very 
strong going forward.
"I particularly like Delta 
Airlines. The company 
endured the toughest price 
competition on some of its 
routes last year from 
Continental Lite and US Air, 
which put pressure on rates 
and depressed results. Now 
that some of those 
competitive threats have 
been lifted, Delta is in a 
position where it could 
prosper. In addition, the 
company has benefited from 
massive cost-cutting. Though 
Delta is the fund's primary 
airline play, the fund also 
owns SkyWest, Atlantic 
Southeast, Comair, Mesa 
Airlines, ValuJet and 
Southwest Airlines." 
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF JULY 31, 1995
                                 % OF FUND'S    % OF FUND'S       
                                 INVESTMENTS    INVESTMENTS       
                                                IN THESE STOCKS   
                                                6 MONTHS AGO      
 
Philip Morris Companies, Inc.    2.7            4.0               
 
Ericsson (L.M.) Telephone Co.    2.3            2.3               
Class B ADR                                                       
 
BW/IP Holdings, Inc. Class A     2.0            0.0               
 
Apple Computer, Inc.             1.9            0.0               
 
Federal National Mortgage        1.8            0.0               
Association                                                       
 
RJR Nabisco Holdings Corp.       1.6            2.5               
 
PepsiCo, Inc.                    1.5            0.7               
 
WorldCom, Inc.                   1.4            0.0               
 
American Express Co.             1.4            0.8               
 
Intel Corp.                      1.4            0.0               
 
TOP FIVE MARKET SECTORS AS OF JULY 31, 1995
                                   % OF FUND'S    % OF FUND'S               
                                   INVESTMENTS    INVESTMENTS               
                                                  IN THESE MARKET SECTORS   
                                                  6 MONTHS AGO              
 
Technology                         21.9           19.2                      
 
Industrial Machinery & Equipment   10.2           3.1                       
 
Nondurables                        9.2            10.7                      
 
Finance                            7.7            6.7                       
 
Retail & Wholesale                 6.1            7.1                       
 
ASSET ALLOCATION
AS OF JULY 31, 1995* AS OF JANUARY 31, 1995**
Row: 1, Col: 1, Value: 8.0
Row: 1, Col: 2, Value: 42.0
Row: 1, Col: 3, Value: 50.0
Stocks 90.4%
Short-term
Investments 9.6%
FOREIGN
INVESTMENTS 9.3%
Stocks 92.0%
Short-term
Investments 8.0%
FOREIGN
INVESTMENTS 9.8%
Row: 1, Col: 1, Value: 9.6
Row: 1, Col: 2, Value: 40.4
Row: 1, Col: 3, Value: 50.0
   
*
**
INVESTMENTS JULY 31, 1995
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 91.7%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 3.9%
AEROSPACE & DEFENSE - 3.1%
Aviall, Inc.   100,000 $ 825,000
Boeing Co.   55,000  3,685,000
McDonnell Douglas Corp.   35,000  2,891,875
Northrop Grumman Corp.   45,000  2,565,000
Precision Castparts Corp.   26,200  933,375
Rockwell International Corp.   65,000  2,965,625
Thiokol Corp.   30,700  1,020,775
  14,886,650
DEFENSE ELECTRONICS - 0.8%
Loral Corp.   50,000  2,800,000
Trimble Navigation Ltd. (a)  24,900  846,600
  3,646,600
TOTAL AEROSPACE & DEFENSE   18,533,250
BASIC INDUSTRIES - 3.8%
CHEMICALS & PLASTICS - 2.3%
Ethyl Corp.   90,000  978,750
First Mississippi Corp.   60,500  2,064,563
Grace (W.R.) & Co.   25,000  1,560,020
Nalco Chemical Co.   100,000  3,562,500
Raychem Corp.   50,000  1,900,000
Union Carbide Corp.   20,000  695,000
  10,760,833
IRON & STEEL - 0.7%
Chaparral Steel Co.  100,000  1,125,000
Quanex Corp.   80,000  1,970,000
  3,095,000
METALS & MINING - 0.8%
Aluminum Co. of America  50,000  2,843,750
RMI Titanium Co. (a)  136,600  1,092,800
  3,936,550
TOTAL BASIC INDUSTRIES   17,792,383
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONGLOMERATES - 0.7%
Figgie International Holdings, Inc. Class A (a)  100,000 $ 1,012,500
ITT Corp.   20,000  2,400,000
  3,412,500
CONSTRUCTION & REAL ESTATE - 0.8%
BUILDING MATERIALS - 0.6%
Cooper Cameron Corp.   25,776  576,738
Sherwin-Williams Co.   60,000  2,190,000
  2,766,738
REAL ESTATE INVESTMENT TRUSTS - 0.2%
Haagen Alexander Properties, Inc.   60,000  735,000
Innkeepers USA Trust   38,400  340,800
  1,075,800
TOTAL CONSTRUCTION & REAL ESTATE   3,842,538
DURABLES - 1.0%
AUTOS, TIRES, & ACCESSORIES - 0.5%
Gentex Corp. (a)  55,000  1,189,375
TRW, Inc.   15,200  1,134,300
  2,323,675
HOME FURNISHINGS - 0.5%
Ethan Allen Interiors, Inc. (a)  24,900  463,763
Haverty Furniture Companies, Inc.   48,100  565,175
Heilig-Meyers Co.   54,800  1,383,700
  2,412,638
TOTAL DURABLES   4,736,313
ENERGY - 3.7%
ENERGY SERVICES - 0.5%
Enterra Corp. (a)  100,000  2,100,000
OIL & GAS - 3.2%
Atlantic Richfield Co.   25,400  2,927,350
British Petroleum PLC ADR  20,168  1,830,246
Burlington Resources, Inc.   5,000  194,375
Canada Occidental Petroleum Ltd.   154,700  5,075,200
Chesapeake Energy Corp. (a)  31,500  720,563
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Global Natural Resources, Inc. (a)  150,000 $ 1,593,750
Mobil Corp.   30,000  2,932,500
  15,273,984
TOTAL ENERGY   17,373,984
FINANCE - 7.7%
BANKS - 0.5%
Banc One Corp.   38,900  1,235,075
Bank of New York Co., Inc.   30,000  1,203,750
  2,438,825
CREDIT & OTHER FINANCE - 2.1%
American Express Co.   170,892  6,579,342
Beneficial Corp.   16,300  772,213
Equitable Companies, Inc.   102,300  2,288,963
Jayhawk Acceptance Corp.   500  5,000
Triad Guaranty, Inc.   15,000  337,500
  9,983,018
FEDERAL SPONSORED CREDIT - 2.4%
Federal National Mortgage Association  90,000  8,426,250
Student Loan Marketing Association  50,000  2,693,750
  11,120,000
INSURANCE - 0.4%
Renaissance RE Holdings  1,000  22,875
Torchmark Corp.   50,000  1,925,000
  1,947,875
SECURITIES INDUSTRY - 2.3%
Legg Mason, Inc.   5,200  150,150
Lehman Brothers Holdings, Inc.   2,000  44,250
Merrill Lynch & Co., Inc.   105,300  5,844,150
Morgan Stanley Group, Inc.   42,300  3,537,338
Schwab (Charles) Corp.  25,500  1,176,188
  10,752,076
TOTAL FINANCE   36,241,794
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - 5.2%
DRUGS & PHARMACEUTICALS - 1.5%
Cephalon, Inc. (a)  50,000 $ 1,168,750
Elan Corp. PLC ADR (a)  30,000  1,260,000
Nature's Sunshine Products, Inc.   13,600  255,000
North American Biologicals, Inc. (a)  120,300  1,383,450
Pharmacia AB Class A Free shares  25,500  614,523
Sepracor, Inc. (a)  145,000  2,156,875
  6,838,598
MEDICAL EQUIPMENT & SUPPLIES - 3.2%
AMSCO International, Inc. (a)  200,000  3,725,000
Baxter International, Inc.   161,400  6,012,150
Becton, Dickinson & Co.   24,200  1,424,775
Medtronic, Inc.   15,000  1,230,000
St. Jude Medical, Inc.   20,000  1,095,000
Thermedics, Inc. (a)  31,100  622,000
Zoll Medical Corp. (a)  101,100  1,074,188
  15,183,113
MEDICAL FACILITIES MANAGEMENT - 0.5%
United HealthCare Corp.   50,000  2,262,500
TOTAL HEALTH   24,284,211
HOLDING COMPANIES - 0.2%
U.S. Industries, Inc. (a)  58,900  846,688
INDUSTRIAL MACHINERY & EQUIPMENT - 10.2%
ELECTRICAL EQUIPMENT - 1.9%
Asea AB Class B Free shares   25,000  2,194,346
California Amplifier, Inc. (a)  167,500  2,093,750
General Signal Corp.   50,000  1,843,750
Honeywell, Inc.   50,000  2,143,750
Pacific Scientific Co.  25,000  484,900
VWR Corp.   14,100  137,475
  8,897,971
INDUSTRIAL MACHINERY & EQUIPMENT - 6.3%
BW/IP Holdings, Inc. Class A  494,100  9,387,888
Case Corp.   20,500  722,625
Caterpillar, Inc.   60,000  4,222,500
Cooper Industries, Inc.   48,544  1,814,332
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Deere & Co.   25,000 $ 2,246,875
Duriron Co., Inc.   93,700  2,389,350
Exide Corp.   20,000  1,020,000
Hardinge Brothers, Inc.   25,500  599,250
Ingersoll-Rand Co.   104,500  4,362,875
McDermott (J. Ray) SA  90,600  2,027,175
Varity Corp. (a)  26,100  1,223,438
  30,016,308
POLLUTION CONTROL - 2.0%
Browning-Ferris Industries, Inc.   68,000  2,626,500
Safety Kleen Corp.   54,200  846,875
USA Waste Services, Inc. (a)  50,000  950,000
WMX Technologies, Inc.   120,000  3,750,000
Zurn Industries, Inc.   50,000  1,099,315
  9,272,690
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   48,186,969
MEDIA & LEISURE - 5.0%
BROADCASTING - 0.2%
CAI Wireless Systems, Inc. (a)  50,700  652,763
Valuevision International, Inc. (a)  10,700  62,863
  715,626
LEISURE DURABLES & TOYS - 0.2%
Russ Berrie & Co., Inc.   53,600  777,200
LODGING & GAMING - 0.9%
Grand Casinos, Inc. (a)  20,000  780,000
Harrah's Entertainment, Inc.   25,000  667,000
President Casinos, Inc. (a)  105,000  426,563
Showboat, Inc.   120,000  2,595,000
  4,468,563
PUBLISHING - 1.2%
Houghton Mifflin Co.   50,000  2,443,750
News Corp. Ltd. (vtg.) sponsored ADR (Pfd. Reg.)  80,000  1,680,000
Times Mirror Co. Class A  50,000  1,437,500
  5,561,250
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 2.5%
Apple South, Inc.   120,000 $ 2,565,000
Applebee's International, Inc.   100,000  2,825,000
Darden Restaurants, Inc. (a)  100,000  1,087,500
Longhorn Steaks, Inc. (a)  45,000  748,125
McDonald's Corp.   40,000  1,545,000
Outback Steakhouse, Inc. (a)  40,000  1,395,000
Sbarro, Inc.   40,000  980,000
Starbucks Corp. (a)  20,000  747,500
  11,893,125
TOTAL MEDIA & LEISURE   23,415,764
NONDURABLES - 9.2%
BEVERAGES - 1.5%
PepsiCo, Inc.   150,000  7,031,250
FOODS - 0.2%
Interstate Bakeries Corp.  50,000  950,000
HOUSEHOLD PRODUCTS - 2.6%
Clorox Co.   30,000  1,968,750
Colgate-Palmolive Co.   25,000  1,750,000
Helen of Troy Corp. (a)  6,000  126,000
International Flavors & Fragrances, Inc.   40,000  2,090,000
Procter & Gamble Co.   35,000  2,410,625
Rubbermaid, Inc.   60,000  1,785,000
Tambrands, Inc.   50,000  2,356,250
  12,486,625
TOBACCO - 4.9%
Dimon, Inc.   112,350  1,895,906
Philip Morris Companies, Inc.   175,000  12,534,375
RJR Nabisco Holdings Corp.   279,440  7,719,530
Universal Corp.   43,600  937,400
  23,087,211
TOTAL NONDURABLES   43,555,086
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
PRECIOUS METALS - 1.3%
Ashanti Goldfields Ltd. GDR  100,000 $ 2,188,000
Barrick Gold Corp.   20,000  498,515
Firstmiss Gold, Inc. (a)  14,300  305,663
Newmont Mining Corp.   70,000  2,992,500
  5,984,678
RETAIL & WHOLESALE - 6.1%
APPAREL STORES - 0.5%
Cato Corp. Class A  45,100  355,163
Claire's Stores, Inc.   100,000  2,000,000
  2,355,163
GENERAL MERCHANDISE STORES - 2.7%
Dollar General Corp.   90,800  3,064,500
K mart Corp.   75,000  1,181,250
Proffitts, Inc. (a)  116,400  3,986,700
Wal-Mart Stores, Inc.   130,000  3,461,250
Woolworth Corp.   53,100  829,688
  12,523,388
GROCERY STORES - 0.6%
Smith's Food & Drug Center, Inc.   35,900  695,563
Supervalu, Inc.   70,000  2,152,500
  2,848,063
RETAIL & WHOLESALE, MISCELLANEOUS - 2.3%
Best Products, Inc. (a)  170,000  1,317,500
Circuit City Stores, Inc.   50,000  1,856,250
Global Directmail Corp. (a)  28,500  712,500
Hancock Fabrics, Inc.   72,500  734,063
Hechinger Co. Class A  100,000  662,500
Officemax, Inc. (a)  106,350  2,392,875
Petsmart, Inc. (a)  51,636  1,484,535
Staples, Inc. (a)  76,050  1,711,125
  10,871,348
TOTAL RETAIL & WHOLESALE   28,597,962
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
SERVICES - 2.5%
PRINTING - 0.9%
Bowne & Co., Inc.   80,000 $ 1,470,000
Wallace Computer Services, Inc.   50,000  2,918,750
  4,388,750
SERVICES - 1.6%
Barefoot, Inc.   50,000  712,500
Block (H & R), Inc.   31,600  1,185,000
Borg Warner Security Corp. (a)  431,900  3,779,125
Comdata Holdings Corp. (a)  36,100  631,750
Manpower, Inc.   36,100  1,015,313
  7,323,688
TOTAL SERVICES   11,712,438
TECHNOLOGY - 21.6%
COMMUNICATIONS EQUIPMENT - 4.7%
DSC Communications Corp. (a)  45,700  2,456,375
Dialogic Corp. (a)  20,000  495,000
Ericsson (L.M.) Telephone Co. Class B ADR  570,000  10,616,250
Nokia Corp. AB sponsored ADR  85,000  5,588,750
Northern Telecom Ltd.   73,000  2,762,820
  21,919,195
COMPUTER SERVICES & SOFTWARE - 8.0%
American Business Information, Inc. (a)  53,800  1,661,075
Ascend Communications, Inc. (a)  35,000  2,537,500
Ceridian Corp. (a)  135,000  5,585,625
CompUSA, Inc. (a)  134,400  4,653,600
Computer Sciences Corp. (a)  62,600  3,693,400
General Motors Corp. Class E   30,000  1,320,000
Information Resources, Inc. (a)  100,000  1,300,000
Intersolv, Inc. (a)  43,800  1,089,525
Landmark Graphics Corp. (a)  42,000  1,155,000
Marcam Corp. (a)  25,600  265,600
Novell, Inc. (a)  110,000  1,993,750
Policy Management Systems Corp. (a)  60,000  3,217,500
SHL Systemhouse, Inc. (a)  120,000  956,710
SunGard Data Systems, Inc. (a)  100,000  2,900,000
Symantec Corp. (a)  100,000  2,725,000
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Systems & Computer Technology Corp. (a)  75,900 $ 2,030,325
Wonderware Corp. (a)  17,000  641,750
  37,726,360
COMPUTERS & OFFICE EQUIPMENT - 6.7%
Apple Computer, Inc.   195,000  8,775,000
Compaq Computer Corp. (a)  75,000  3,806,250
Digital Equipment Corp. (a)  62,900  2,413,788
Filenet Corp. (a)  49,500  2,171,813
International Business Machines Corp.   55,000  5,988,125
Itron, Inc. (a)  25,000  575,000
Pitney Bowes, Inc.   60,000  2,407,500
Wang Laboratories, Inc. (a)  286,700  5,375,625
  31,513,101
ELECTRONIC INSTRUMENTS - 0.3%
Perkin-Elmer Corp.   40,000  1,355,000
ELECTRONICS - 1.9%
Electroglas, Inc. (a)  11,000  797,500
Intel Corp.   100,000  6,500,000
Micron Technology, Inc.   15,000  937,500
Texas Instruments, Inc.   5,000  781,250
  9,016,250
TOTAL TECHNOLOGY   101,529,906
TRANSPORTATION - 4.9%
AIR TRANSPORTATION - 3.8%
Atlantic Southeast Airlines, Inc.   80,000  2,200,000
Comair Holdings, Inc.   65,500  2,177,875
Delta Air Lines, Inc.   70,000  5,547,500
Mesa Airlines, Inc. (a)  175,000  1,903,125
Qantas Airways Ltd. sponsored ADR (b)  7,100  104,682
SkyWest, Inc.   122,700  2,484,675
Southwest Airlines Co.   50,000  1,437,500
ValuJet Airlines (a)  60,000  1,852,500
  17,707,857
RAILROADS - 0.3%
Bombardier, Inc. Class B  136,600  1,677,395
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - 0.8%
American Freightways Corp. (a)  100,000 $ 2,150,000
Hunt (J.B.) Transport Services, Inc.   100,000  1,725,000
  3,875,000
TOTAL TRANSPORTATION   23,260,252
UTILITIES - 3.9%
CELLULAR - 0.9%
Arch Communications Group, Inc. (a)  2,500  66,313
Vodafone Group PLC sponsored ADR  110,000  4,331,250
  4,397,563
TELEPHONE SERVICES - 3.0%
ALC Communications Corp. (a)  99,100  5,239,913
Tele Danmark AS Class B ADR  35,000  997,500
U.S. Long Distance Corp. (a)  50,000  856,250
WorldCom, Inc. (a)  225,000  6,721,875
  13,815,538
TOTAL UTILITIES   18,213,101
TOTAL COMMON STOCKS
(Cost $374,176,022)   431,519,817
NONCONVERTIBLE PREFERRED STOCKS - 0.3%
TECHNOLOGY - 0.3%
COMPUTER SERVICES & SOFTWARE - 0.3%
SAP AG (Cost $1,040,116)  1,000  1,619,594
REPURCHASE AGREEMENTS - 8.0%
 MATURITY 
 AMOUNT 
Investments in repurchase agreements 
(U.S. Treasury obligations), in a joint 
trading account at 5.82%, dated 
7/31/95 due 8/1/95  $ 37,721,097  37,715,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $412,931,138)  $ 470,854,411
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 $104,682 or 0.0% of net
assets.
INCOME TAX INFORMATION
At July 31, the aggregate cost of investment securities for income tax
purposes was $413,605,427. Net unrealized appreciation aggregated
$57,248,984, of which $61,195,611 related to appreciated investment
securities and $3,946,627 related to depreciated investment securities.
The fund hereby designates $1,155,000 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  JULY 31, 1995                                                        
 
ASSETS                                                                                     
 
Investment in securities, at value (including repurchase                   $ 470,854,411   
agreements of $37,715,000) (cost $412,931,138 -                                            
See accompanying schedule                                                                  
 
Cash                                                                        312            
 
Receivable for investments sold                                             378,519        
 
Receivable for fund shares sold                                             7,565,306      
 
Dividends receivable                                                        298,532        
 
Interest receivable                                                         514            
 
Other receivables                                                           822            
 
 TOTAL ASSETS                                                               479,098,416    
 
LIABILITIES                                                                                
 
Payable for investments purchased                           $ 10,338,160                   
 
Payable for fund shares redeemed                             3,425,162                     
 
Accrued management fee                                       241,276                       
 
Other payables and accrued expenses                          240,918                       
 
 TOTAL LIABILITIES                                                          14,245,516     
 
NET ASSETS                                                                 $ 464,852,900   
 
Net Assets consist of:                                                                     
 
Paid in capital                                                            $ 392,873,185   
 
Undistributed net investment income                                         1,276,016      
 
Accumulated undistributed net realized gain (loss) on                       12,780,397     
investments and foreign currency transactions                                              
 
Net unrealized appreciation (depreciation) on                               57,923,302     
investments and assets and liabilities in foreign                                          
currencies                                                                                 
 
NET ASSETS, for 28,981,811 shares outstanding                              $ 464,852,900   
 
NET ASSET VALUE, offering price and redemption price per                    $16.04         
share ($464,852,900 (divided by) 28,981,811 shares)                                        
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>           <C>            
AMOUNTS IN THOUSANDS  YEAR ENDED JULY 31, 1995                                          
 
INVESTMENT INCOME                                                        $ 2,452,428    
Dividends                                                                               
 
Interest                                                                  977,542       
 
 TOTAL INCOME                                                             3,429,970     
 
EXPENSES                                                                                
 
Management fee                                             $ 1,077,522                  
Basic fee                                                                               
 
 Performance adjustment                                     154,186                     
 
Transfer agent fees                                         480,418                     
 
Accounting fees and expenses                                105,291                     
 
Non-interested trustees' compensation                       710                         
 
Custodian fees and expenses                                 35,839                      
 
Registration fees                                           217,029                     
 
Audit                                                       38,512                      
 
Legal                                                       1,185                       
 
Interest                                                    2,943                       
 
 Total expenses before reductions                           2,113,635                   
 
 Expense reductions                                         (34,747)      2,078,888     
 
NET INVESTMENT INCOME                                                     1,351,082     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                     
Net realized gain (loss) on:                                                            
 
 Investment securities                                      15,508,286                  
 
 Foreign currency transactions                              (392)         15,507,894    
 
Change in net unrealized appreciation (depreciation) on:                                
 
 Investment securities                                      55,022,450                  
 
 Assets and liabilities in foreign currencies               29            55,022,479    
 
NET GAIN (LOSS)                                                           70,530,373    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                          $ 71,881,455   
FROM OPERATIONS                                                                         
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>              <C>              
                                                          YEAR ENDED       YEAR ENDED       
                                                          JULY 31,         JULY 31,         
                                                          1995             1994             
 
INCREASE (DECREASE) IN NET ASSETS                                                           
 
Operations                                                $ 1,351,082      $ 96,599         
Net investment income                                                                       
 
 Net realized gain (loss)                                  15,507,894       (296,730)       
 
 Change in net unrealized appreciation (depreciation)      55,022,479       2,287,585       
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           71,881,455       2,087,454       
FROM OPERATIONS                                                                             
 
Distributions to shareholders                              (73,869)         (74,046)        
From net investment income                                                                  
 
 From net realized gain                                    (1,106,818)      -               
 
 In excess of net realized gain                            -                (1,012,776)     
 
 TOTAL DISTRIBUTIONS                                       (1,180,687)      (1,086,822)     
 
Share transactions                                         687,747,052      192,121,803     
Net proceeds from sales of shares                                                           
 
 Reinvestment of distributions                             1,158,767        1,069,824       
 
 Cost of shares redeemed                                   (367,108,944)    (140,293,684)   
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           321,796,875      52,897,943      
FROM SHARE TRANSACTIONS                                                                     
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  392,497,643      53,898,575      
 
NET ASSETS                                                                                  
 
 Beginning of period                                       72,355,257       18,456,682      
 
 End of period (including undistributed net investment    $ 464,852,900    $ 72,355,257     
income of $1,276,016 and $8,641, respectively)                                              
 
OTHER INFORMATION                                                                           
Shares                                                                                      
 
 Sold                                                      49,213,225       16,269,312      
 
 Issued in reinvestment of distributions                   95,766           89,434          
 
 Redeemed                                                  (26,523,159)     (11,871,410)    
 
 Net increase (decrease)                                   22,785,832       4,487,336       
 
</TABLE>
 
 
FINANCIAL HIGHLIGHTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>                    <C>        <C>              
                                                                                 YEARS ENDED JULY 31,              APRIL 27,1993    
                                                                                                                   (COMMENCEMENT    
                                                                                                                   OF OPERATIONS)   
                                                                                                                   TO JULY 31,      
 
                                                                                1995                   1994 E     1993             
 
SELECTED PER-SHARE DATA                                                                                                          
 
Net asset value, beginning of period                                            $ 11.68                $ 10.80    $ 10.00          
 
Income from Investment Operations                                                                                               
 
 Net investment income                                                         .05                    .02        (.01)           
 
 Net realized and unrealized gain (loss)                                         4.47                   1.01       .81             
 
 Total from investment operations                                                4.52                   1.03       .80             
 
Less Distributions                                                               (.01)                  (.01)      -               
From net investment income                                                                                                       
 
 From net realized gain                                                         (.15)                  -          -               
 
 In excess of net realized gain                                                   -                      (.14)      -               
 
 Total distributions                                                             (.16)                  (.15)      -               
 
Net asset value, end of period                                                   $ 16.04                $ 11.68    $ 10.80          
 
TOTAL RETURN B, C                                                                 39.14%                 9.51%      8.00%           
 
RATIOS AND SUPPLEMENTAL DATA                                                                                                      
 
Net assets, end of period (000 omitted)                                          $ 464,853              $ 72,355   $ 18,457         
 
Ratio of expenses to average net assets                                          1.19%                  1.40%      2.50% A,        
                                                                                                                   D                
 
Ratio of expenses to average net assets                                         1.21%                  1.43%      4.18% A         
before expense reductions                                                                                                        
 
Ratio of net investment income to average                                       .78%                   .13%       (.73)% A        
net assets                                                                                                                       
 
Portfolio turnover rate                                                         162%                   291%       90% A           
 
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 6 OF NOTES TO FINANCIAL STATEMENTS).                    
D LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.                
E EFFECTIVE  AUGUST 1, 1994, 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT   
CERTAIN                                                                                             
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.                                               
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1995
 
 
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
of their purchase date 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.
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. The effects of changes in foreign
currency exchange rates on investments in securities 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 substantially 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 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, which may result in distribution
reclassifications, are primarily due to differing treatments for foreign
currency transactions, non-taxable dividends 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 and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income (loss) and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions 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.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. Losses may arise
from changes in the value of the foreign currency or if the counterparties
do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
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. 
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission(the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (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.
2. OPERATING POLICIES - 
CONTINUED
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. The fund's investment adviser, Fidelity Management &
Research Company (FMR), is responsible for determining that the value of
the underlying securities remains in accordance with the market value
requirements stated above. 
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $564,416,981 and $272,504,470, 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 .2700% to .5200% for the period. 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 .71% of average net
assets after the performance adjustment.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
During the period August 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives
account fees and asset-based fees that vary according to account size and
type of account. 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 $265,978 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 $3,527,000 and $2,068,429,
respectively. The weighted average interest rate was 5.42%.
6. 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
$34,747 under this arrangement.
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, 1995, 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 two  years in the period 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, 1995 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,
1995, 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 two years 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.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
August 31, 1995
DISTRIBUTIONS
 
 
A total of 50% of the dividends distributed during the fiscal year
qualifies for the dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January 1996 of the applicable
percentage for use in preparing 1995 income tax returns.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call -
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios(registered trademark).
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. 
 
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
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
 Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Richard J. Flynn*
Phyllis Burke Davis*
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'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock 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)
GROWTH & INCOME
PORTFOLIO
ANNUAL REPORT
JULY 31, 1995 
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     27   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    31   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    36   The auditors' opinion.                   
ACCOUNTANTS                                                            
 
DISTRIBUTIONS            37                                            
 
 
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. 
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL 
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
 
DEAR SHAREHOLDER:
Although there have been positive market indications so far in 1995, no one
can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for 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. A fund's total
return 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, 1995              PAST 1   PAST 5    LIFE OF   
                                         YEAR     YEARS     FUND      
 
Growth & Income                          21.95%   113.73%   392.11%   
 
Growth & Income (incl. 3% sales          18.29%   107.31%   377.35%   
charge)                                                               
 
S&P 500(registered trademark)            26.11%   83.44%    264.55%   
 
Average Growth & Income Fund             20.48%   77.51%    n/a       
 
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 invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment would
be $1,050. You can compare the fund's returns to the performance of the
Standard & Poor's Composite Index of 500 Stocks - a common proxy for the
U.S. stock market. To measure how the fund's performance stacked up against
its peers, you can compare it to the average growth & income fund, which
reflects the performance of 380 growth & income funds with similar
objectives tracked by Lipper Analytical Services over the past 12 months.
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, 1995               PAST 1   PAST 5   LIFE OF   
                                          YEAR     YEARS    FUND      
 
Growth & Income                           21.95%   16.40%   18.07%    
 
Growth & Income (incl. 3% sales charge)   18.29%   15.70%   17.70%    
 
S&P 500(registered trademark)             26.11%   12.90%   14.44%    
 
Average Growth & Income Fund              20.48%   12.04%   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 (0Standard & Poor
     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          12861.58       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          13086.07       11964.93
     01/31/87          14666.61       13576.61
     02/28/87          15363.61       14112.88
     03/31/87          15825.01       14520.74
     04/30/87          15805.99       14391.51
     05/31/87          15865.23       14516.72
     06/30/87          16447.71       15249.81
     07/31/87          17359.64       16022.98
     08/31/87          17708.03       16620.63
     09/30/87          17568.68       16256.64
     10/31/87          13908.04       12754.96
     11/30/87          13164.70       11703.95
     12/31/87          13841.70       12594.62
     01/31/88          14709.56       13124.86
     02/29/88          15489.52       13736.47
     03/31/88          15156.87       13312.02
     04/30/88          15400.98       13459.78
     05/31/88          15600.70       13576.88
     06/30/88          16321.82       14200.06
     07/31/88          16310.62       14146.10
     08/31/88          16120.18       13665.13
     09/30/88          16703.99       14247.27
     10/31/88          17031.96       14643.34
     11/30/88          16783.15       14433.94
     12/31/88          17022.19       14686.53
     01/31/89          18088.22       15761.59
     02/28/89          17893.35       15369.13
     03/31/89          18446.33       15727.23
     04/30/89          19232.76       16543.47
     05/31/89          20134.83       17213.48
     06/30/89          20273.24       17115.36
     07/31/89          21637.23       18660.88
     08/31/89          22103.55       19026.63
     09/30/89          21984.85       18948.62
     10/31/89          21290.21       18509.02
     11/30/89          21643.62       18886.60
     12/31/89          22061.01       19339.88
     01/31/90          20904.64       18042.17
     02/28/90          21225.85       18274.92
     03/31/90          21598.68       18759.20
     04/30/90          21041.54       18290.22
     05/31/90          22596.34       20073.52
     06/30/90          22491.32       19937.02
     07/31/90          22334.59       19873.22
     08/31/90          20427.66       18076.68
     09/30/90          19249.75       17196.35
     10/31/90          19209.65       17122.40
     11/30/90          20158.77       18228.51
     12/31/90          20561.65       18737.08
     01/31/91          22439.49       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          25651.13       21412.19
     07/31/91          27222.72       22410.00
     08/31/91          28015.35       22941.12
     09/30/91          27768.25       22558.00
     10/31/91          28264.88       22860.28
     11/30/91          26789.20       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          29890.37       23832.04
     04/30/92          30562.55       24532.70
     05/31/92          30676.96       24652.91
     06/30/92          30074.10       24285.58
     07/31/92          30692.56       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          31886.25       25997.80
     12/31/92          32529.61       26317.57
     01/31/93          33437.33       26538.64
     02/28/93          33816.93       26899.56
     03/31/93          35058.07       27467.14
     04/30/93          35008.28       26802.44
     05/31/93          35738.65       27520.74
     06/30/93          36288.94       27600.55
     07/31/93          36556.02       27490.15
     08/31/93          37991.55       28532.03
     09/30/93          38198.36       28312.33
     10/31/93          38625.82       28898.40
     11/30/93          37753.79       28623.86
     12/31/93          38882.41       28970.21
     01/31/94          40352.32       29955.20
     02/28/94          39582.37       29143.41
     03/31/94          37841.11       27872.76
     04/30/94          38596.88       28229.53
     05/31/94          38719.91       28692.49
     06/30/94          38047.88       27989.53
     07/31/94          39142.53       28907.58
     08/31/94          40643.26       30092.80
     09/30/94          40171.38       29355.52
     10/31/94          40650.05       30016.02
     11/30/94          39140.40       28922.84
     12/31/94          39763.93       29351.76
     01/31/95          40235.29       30112.85
     02/28/95          41423.12       31286.35
     03/31/95          42726.70       32209.61
     04/30/95          43919.86       33158.19
     05/31/95          45169.84       34483.52
     06/30/95          45985.09       35284.57
     07/31/95          47734.73       36454.61
$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, 1995, the value of
your investment would have grown to $47,735 - a 377.35% 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 $36,455 - a 264.55% 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
Strong corporate earnings and a 
favorable interest rate 
environment helped the U.S. 
stock market post strong returns 
for the 12 months ended July 31, 
1995. The Standard & Poor's 
Composite Index of 500 Stocks 
finished the 12-month period with a 
total return of 26.11% - well 
above its historical annual 
average of roughly 12%. With 
inflation posing little threat, 
interest rates fell during the first 
half of 1995. The Federal 
Reserve Board cut the federal 
funds rate - the rate banks 
charge each other for overnight 
loans - by 0.25% on July 6. 
Large-capitalization stocks led 
the somewhat narrow market 
rally. Technology companies - 
whose goods and services 
benefited from both corporate 
and consumer demand - posted 
the strongest earnings growth 
and stock price gains. In 
February, the Dow Jones 
Industrial Average closed 
above 4000 for the first time. 
Returns from foreign markets 
were varied, as investors brought 
capital back to the U.S. The 
Morgan Stanley Emerging 
Markets Free Index was down 
3.76% for the 12 months ended 
July 31. The Morgan Stanley 
EAFE (Europe, Australia, Far 
East) Index returned 6.95% for the 
year ended July 31. European 
markets have fared well through 
the first half of 1995 - after a 
difficult year in 1994 - while the 
Japanese market recently has 
shown some signs of recovery 
after struggling through much of 
the year.
An interview with Steven Kaye, Portfolio Manager of Fidelity Growth &
Income Portfolio
Q. STEVE, HOW HAS THE FUND PERFORMED?
A. The fund had a total return of 21.95% for the 12 months ended July 31,
1995, compared to 20.48% for the average growth and income fund tracked by
Lipper Analytical Services, and 26.11% for the Standard & Poor's Composite
Index of 500 Stocks.
Q. LET'S TALK ABOUT THE FUND'S PERFORMANCE RELATIVE TO THE AVERAGE FUND AND
THE S&P 500 INDEX.
A. The fund's outperformance of the Lipper average was a result of
individual stock selection, the highlights of which I'll cover later. The
fund's performance relative to the S&P 500 index was affected by three
factors. First, the fund had a smaller weighting in technology issues than
the index, and this sector has been the major driver of the recent stock
market rally. Second, the fund's foreign investments - 8.4% of the fund as
of July 31, 1995 - were a drag on performance, as those markets have
trailed the U.S., especially Japan. Finally, the fund went into the rally
with a high cash position, and though I've worked that down as I've found
investment opportunities, the cash I held in the early stages of 1995 muted
returns.
Q. THE FUND HAD A 7.6% STAKE IN TECHNOLOGY AT THE END OF THE PERIOD, THE
BEST PERFORMING SECTOR THUS FAR IN 1995. WHY HAVEN'T YOU INVESTED AS
HEAVILY IN TECHNOLOGY AS OTHER FUNDS HAVE?
A. While the fund does hold some technology stocks, in general I didn't
like the risk/reward profile for many issues within the sector. I felt many
of the stock valuations were too high, and that, at some point, companies
within the industry would reach a point where supply growth would exceed
demand growth. While semiconductor companies, for example, are enjoying
record levels of profit, they have undertaken massive capital expenditure
programs, spending $75 billion over the past three years, with projections
of an additional $175 billion in spending through 1997. Typically, this
leads to over-capacity problems. I don't believe that profit margins are at
sustainable levels. Technology stock prices tend to move sharply up and
sharply down. I don't find the potential reward inherent in these stocks to
be commensurate with the risks, particularly for growth and income
investors.
Q. WHAT INVESTMENTS HAVE BEEN POSITIVE CONTRIBUTORS TO THE FUND'S
PERFORMANCE?
A. Traditional growth stocks in the consumer nondurable and health care
sectors. In consumer nondurables, Philip Morris, the fund's largest holding
at the end of the period, remains inexpensive. It continues to grow
earnings and generate free cash flow, with international volumes showing
strong double-digit growth. In addition, it is expected to raise its
dividend this year. PepsiCo has benefited from turning around its
restaurant division - including Pizza Hut - and from a hot summer that has
boosted volume growth of its base beverage business. In the health care
sector, I've focused on owning those companies looking to consolidate.
Positive performers here include American Home Products; Boston Scientific,
which acquired SciMed Life, an angioplasty catheter company; and St. Jude
Medical, a heart valve company that bought Siemens' pacemaker business.
Q. WHAT INVESTMENTS OUTSIDE OF THOSE SECTORS HELPED THE FUND?
A. Financial holdings such as American Express and Fannie Mae. American
Express has enjoyed 15% earnings growth from restructuring and is buying
back stock. Fannie Mae has benefited because the spread between what it
earns and what it charges in interest has widened. ITT is also up a lot,
due to restructuring. The fund's largest technology holding, IBM, has seen
its revenues improve, and its stock is still trading at a fairly cheap
multiple of earnings and cash flow. 
Q. WHICH INVESTMENTS DIDN'T PERFORM AS WELL AS YOU EXPECTED?
A. A stock I've sold out of, Toys "R" Us, suffered from intense competition
from Wal-Mart, Target and other retailers. The other stocks I'll mention
are still in the fund, because I find their prospects going forward to be
appealing. Revco was a disappointment. It bought Hooks Drug Stores, but
that acquisition hasn't been working as well as expected. I recently
started buying more shares of United HealthCare, an HMO. HMO stocks are
doing poorly at the moment, and I might be getting into United a bit early,
but I believe it will pay off in the long run. I've also been building a
position in Corning, a stock that I find to be cheap. Now that it has
written off its investment in Dow Corning - its breast implant business - I
think it will work well. Finally, Home Depot has seen sales in its existing
stores drop off and is adding square footage, but I'm holding on to the
position because the stock is selling at historically low levels.
Q. ARE THERE OTHER SECTORS YOU'RE TARGETING AT THE MOMENT?
A. It's important to remind shareholders that I'm a "bottom up" investor.
That is, I invest on a stock-by-stock basis. That being said, stocks in
defense and aerospace and retailing have been compelling recently. Defense
and aerospace stocks are cheap and are generating cash flow that companies
are using to reduce market capitalization or to acquire other companies. In
addition, it appears we've reached the bottom of government defense
expenditures, with growth coming in the next few years. Lockheed Martin is
an example of a stock in this area, one that has performed well. I've also
purchased a number of retailers, such as Wal-Mart. Retail stocks have been
battered and are cheap - actually priced as if there is an imminent
recession - to the point where I believe there is limited downside.
However, if there is any sort of economic pick-up, they should do quite
well.
Q. LET'S TAKE A LOOK AT THE FUND'S FOREIGN INVESTMENTS . . .
A. Foreign investments made up 8.4% of the fund at the end of the period.
Many of these holdings are in multinational corporations such as British
Petroleum, SmithKline Beecham and Nestle. These are companies that do
business worldwide, and, as such, may not be that different from U.S.
companies with overseas business. At the same time, the stories behind the
foreign stocks I choose have to be very compelling. That's because
investments in foreign stocks may involve additional risks, including
currency, political or economic risks. When investing abroad, I target
stocks that I hope will provide greater reward potential for the fund than
similar investments in the U.S.
Q. IS THERE A PARTICULAR COUNTRY YOU'D LIKE TO HIGHLIGHT?
A. The fund currently has about 1.5% invested in Japanese stocks. These
include the fund's largest Japanese holding, Sony, as well as investments
in, Matsushita Electric, Mitsubishi Electric, Hitachi, Kyocera - an
electronics company - and Omron, an industrial equipment and machinery
firm. In general, Japanese investments and the Japanese stock market
haven't done well this year for a couple of reasons. First, the domestic
economic environment has been difficult for Japanese companies, not just
this year, but for a number of years. The Kobe earthquake in January didn't
help. Second, earnings from exports have suffered from the strength of the
yen versus the dollar; Japanese products have become more expensive
overseas. At the same time, I find these investments to be attractive,
because many of them trade at stock valuations that are significantly less
than similar U.S. stocks. The Japanese companies I'm invested in have
strong export businesses, and should benefit if the yen weakens.
Q. WHAT'S YOUR OUTLOOK?
A. It's very difficult to tell what will happen with the economy. As a
result, I've tried to position the fund stock by stock, with an eye for
companies that should do well regardless of the economic backdrop, and for
those companies that are economically sensitive but priced as if there's
going to be a recession. The market has seen some strong gains
year-to-date, but it wouldn't be unreasonable to see some sort of
correction in the second half of 1995.
FUND FACTS
GOAL: seeks high total return 
through a combination of 
current income and capital 
appreciation
START DATE: December 30, 1985
SIZE: as of July 31, 1995, 
more than $12.1 billion
MANAGER: Steven Kaye, 
since 1993; manager, 
Fidelity Blue Chip Growth 
Fund, 1990 - 1992; Fidelity 
Select Energy Services, 
Biotechnology, and Health 
Care Portfolios, 1986 - 
1990; joined Fidelity in 1985
(checkmark)
STEVE KAYE ON PICKING STOCKS:
"I look for stocks that are 
cheap relative to their 
valuation history. Typically, I 
like to look at a number of 
different valuation measures, 
such as price-to-earnings, 
price-to-cash flow and 
price-to-sales ratios. I also 
focus on a company's 
enterprise value - which is 
its equity value in the market, 
plus the debt on its balance 
sheet - divided by earnings 
before interest, taxes, 
depreciation and amortization. 
In looking at enterprise value, 
my approach is the same as 
people who buy entire 
companies, because many 
times I'm buying significant 
stakes in these companies. 
I'm essentially asking myself, 
`Do I like this company 
enough that I'd want to own it 
100% myself?'
"In addition, I need to see 
some catalyst showing that 
things can turn; I don't want to 
buy something just because 
it's cheap. I also like to see 
companies where 
management's interests are 
allied with those of 
shareholders. I like to see 
management own significant 
stakes in the company, so 
they think like owners as 
opposed to managers who 
want to hold their jobs. When 
management is working for 
shareholders, things can still 
go wrong, but these kinds of 
companies tend to be better 
investments."
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF JULY 31, 1995
                                        % OF FUND'S    % OF FUND'S       
                                        INVESTMENTS    INVESTMENTS       
                                                       IN THESE STOCKS   
                                                       6 MONTHS AGO      
 
Philip Morris Companies, Inc.           4.0            3.2               
 
General Electric Co.                    2.8            2.9               
 
Federal National Mortgage               2.1            1.5               
Association                                                              
 
American Express Co.                    2.0            1.5               
 
International Business Machines Corp.   1.9            1.2               
 
British Petroleum PLC ADR               1.9            1.5               
 
PepsiCo, Inc.                           1.5            1.0               
 
RJR Nabisco Holdings Corp.              1.5            1.0               
 
Ameritech Corp.                         1.4            1.6               
 
ITT Corp.                               1.4            0.8               
 
TOP FIVE MARKET SECTORS AS OF JULY 31, 1995
              % OF FUND'S    % OF FUND'S        
              INVESTMENTS    INVESTMENTS        
                             IN THESE MARKET    
                             SECTORS            
                             6 MONTHS AGO       
 
Health        13.9           12.0               
 
Nondurables   11.0           8.7                
 
Finance       9.7            7.4                
 
Technology    7.6            4.1                
 
Energy        7.5            7.8                
 
ASSET ALLOCATION
AS OF JULY 31, 1995* AS OF JANUARY 31, 1995** 
Row: 1, Col: 1, Value: 6.6
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 1.0
Row: 1, Col: 4, Value: 90.90000000000001
Stocks 91.9%
Bonds 0.5%
Convertibles 1.0%
Other securities
and short-term
investments 6.6%
FOREIGN
INVESTMENTS 8.4%
Row: 1, Col: 1, Value: 16.7
Row: 1, Col: 2, Value: 1.8
Row: 1, Col: 3, Value: 1.1
Row: 1, Col: 4, Value: 80.40000000000001
Stocks 81.4%
Bonds 0.6%
Convertibles 1.3%
Other securities
and short-term
investments 16.7%
FOREIGN
INVESTMENTS 8.9%
   
*
**
INVESTMENTS JULY 31, 1995 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 91.9%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 5.8%
AEROSPACE & DEFENSE - 3.5%
Aviall, Inc.   383,100 $ 3,161
British Aerospace  800,000  7,767
Flightsafety International, Inc.   578,300  26,530
General Motors Corp. Class H   1,323,900  56,266
Lockheed Martin Corp.   2,473,605  155,526
McDonnell Douglas Corp.   924,900  76,420
Northrop Grumman Corp.   551,800  31,453
Rockwell International Corp.   440,700  20,107
Sundstrand Corp.   632,100  42,272
  419,502
DEFENSE ELECTRONICS - 1.6%
Litton Industries, Inc. (a)  1,520,500  58,539
Loral Corp.   1,630,500  91,308
Raytheon Co.   588,200  48,600
  198,447
SHIP BUILDING & REPAIR - 0.7%
General Dynamics Corp.   1,672,500  81,534
TOTAL AEROSPACE & DEFENSE   699,483
BASIC INDUSTRIES - 6.2%
CHEMICALS & PLASTICS - 3.9%
AKZO NV Ord.   67,000  8,798
Albemarle Corp.   695,800  10,872
du Pont (E.I.) de Nemours & Co.   863,500  57,855
Ethyl Corp.   2,245,800  24,423
Ferro Corp. (d)  1,585,000  45,569
Grace (W.R.) & Co.   1,322,200  81,811
Great Lakes Chemical Corp.   1,521,200  99,828
Lubrizol Corp.   649,400  22,810
Minnesota Mining & Manufacturing Co.   413,000  23,386
NL Industries, Inc. (a)  501,000  8,329
Nalco Chemical Co.   669,800  23,862
Raychem Corp.   588,400  22,359
Union Carbide Corp.   1,423,700  49,474
  479,376
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - CONTINUED
METALS & MINING - 1.1%
Alcan Aluminium Ltd.   822,400 $ 27,885
Aluminum Co. of America  1,770,600  100,702
  128,587
PACKAGING & CONTAINERS - 0.5%
Corning, Inc.   1,855,000  59,360
PAPER & FOREST PRODUCTS - 0.7%
James River Corp. of Virginia  2,329,700  77,754
Temple-Inland, Inc.   91,200  4,720
  82,474
TOTAL BASIC INDUSTRIES   749,797
CONGLOMERATES - 3.8%
Allied-Signal, Inc.   709,000  33,146
Coltec Industries, Inc. (a)  460,800  7,027
GenCorp, Inc.   431,700  5,019
ITT Corp.   1,443,700  173,244
Mark IV Industries, Inc.   313,865  7,337
Tyco International Ltd.   2,289,674  125,932
United Technologies Corp.   1,012,900  85,084
Whitman Corp.   1,039,500  20,270
  457,059
CONSTRUCTION & REAL ESTATE - 1.9%
BUILDING MATERIALS - 0.1%
Cooper Cameron Corp.   345,879  7,739
Lafarge Corp.   268,227  5,331
  13,070
CONSTRUCTION - 0.0%
Pulte Corp.   115,700  3,109
REAL ESTATE INVESTMENT TRUSTS - 1.8%
Avalon Properties, Inc.   162,950  3,259
Bay Apartment Community   246,000  4,889
Beacon Properties Corp.   636,000  13,436
CBL & Associates Properties, Inc. (d)  896,200  18,484
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - CONTINUED
Cali Realty Corp.  333,900 $ 6,469
Carr Realty Corp.   185,100  3,424
Crescent Real Estate Equities, Inc.   323,000  10,094
Crown American Realty Trust (SBI)  1,299,700  16,409
Developers Diversified Realty Corp.  345,000  10,479
Duke Realty Investors, Inc.   324,500  9,289
Equity Residential Property Trust (SBI)  1,047,500  30,901
Evans Withycombe Residential, Inc.   171,600  3,303
Highwoods Properties, Inc.   480,500  12,133
Irvine Apartment Communities, Inc.  191,400  3,350
Liberty Property Trust (SBI)   468,500  9,370
Macerich Co.   469,500  9,625
Manufactured Home Communities, Inc.  515,500  8,184
Speiker Properties, Inc.   294,100  6,654
Storage Equities, Inc.   1,473,300  25,230
Urban Shopping Centers, Inc.   621,800  13,446
  218,428
TOTAL CONSTRUCTION & REAL ESTATE   234,607
DURABLES - 1.8%
AUTOS, TIRES, & ACCESSORIES - 1.2%
Echlin, Inc.   247,400  9,649
Ford Motor Co.   350,000  10,106
General Motors Corp.   2,225,965  108,516
Snap-on Tools Corp.   236,800  9,886
TRW, Inc.   88,700  6,619
  144,776
CONSUMER ELECTRONICS - 0.5%
Matsushita Electric Industrial Co. Ltd.   1,300,000  21,625
Sony Corp.   695,000  37,514
  59,139
TEXTILES & APPAREL - 0.1%
NIKE, Inc. Class B  94,300  8,523
Unifi, Inc.   347,700  8,779
  17,302
TOTAL DURABLES   221,217
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - 7.4%
ENERGY SERVICES - 1.7%
BJ Services Co. (a)  429,724 $ 10,689
BJ Services Co. (warrants) (a)  152,780  764
Baker Hughes, Inc.   300,000  6,638
Halliburton Co.   692,500  28,133
Helmerich & Payne, Inc.   638,200  18,348
Schlumberger Ltd.   1,910,700  128,016
Smith International, Inc. (a)  528,300  8,981
Tidewater, Inc.   28,500  720
  202,289
OIL & GAS - 5.7%
Amerada Hess Corp.   962,100  45,940
Amoco Corp.   768,200  51,661
British Petroleum PLC:
ADR  2,476,167  226,374
 Ord.   3,906,662  29,514
Burlington Resources, Inc.   454,900  17,684
Canada Occidental Petroleum Ltd.   420,200  13,785
Chevron Corp.   700,400  34,582
Exxon Corp.   550,000  39,875
Kerr-McGee Corp.   489,900  27,863
Mobil Corp.   485,800  47,487
Occidental Petroleum Corp.   1,785,900  40,183
Renaissance Energy Ltd. (a)  328,400  6,831
Royal Dutch Petroleum Co.   352,700  44,793
Total SA sponsored ADR  1,000,000  31,125
Unocal Corp.   1,224,220  34,431
  692,128
TOTAL ENERGY   894,417
FINANCE - 9.4%
BANKS - 1.1%
Banc One Corp.   1,857,400  58,972
Bankers Trust New York Corp.   194,300  12,532
Citicorp  387  24
First Chicago Corp.   50,000  3,038
Fleet Financial Group, Inc.   150,000  5,344
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
NBD Bancorp, Inc.   431,300 $ 14,664
Shawmut National Corp.   1,191,800  36,797
  131,371
CREDIT & OTHER FINANCE - 2.2%
American Express Co.   6,349,230  244,446
Beneficial Corp.   471,900  22,356
Jayhawk Acceptance Corp.   17,000  170
  266,972
FEDERAL SPONSORED CREDIT - 3.7%
Federal Home Loan Mortgage Corporation  1,530,800  100,267
Federal National Mortgage Association  2,721,000  254,754
Student Loan Marketing Association  1,714,400  92,363
  447,384
INSURANCE - 2.0%
Alexander & Alexander Services, Inc.   154,350  3,550
Allstate Corp.   2,273,010  71,030
General Re Corp.   142,300  18,873
Loews Corp.   265,700  31,984
MBIA, Inc.   647,200  43,848
PMI Group, Inc.   312,300  14,522
Travelers, Inc. (The)  1,375,067  65,144
  248,951
SAVINGS & LOANS - 0.3%
Ahmanson (H.F.) & Co.   1,395,600  31,227
SECURITIES INDUSTRY - 0.1%
Lehman Brothers Holdings, Inc.   283,020  6,262
Nomura Securities Co. Ltd.   509,000  9,792
  16,054
TOTAL FINANCE   1,141,959
HEALTH - 13.5%
DRUGS & PHARMACEUTICALS - 6.4%
Allergan, Inc.   2,682,800  81,155
American Home Products Corp.   1,900,800  150,163
Amgen, Inc. (a)  525,000  44,691
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Astra AB:
Class A Free shares  950,000 $ 32,092
 Class B Free shares  148,720  4,929
Bristol-Myers Squibb Co.   1,100,300  76,196
COR Therapeutics, Inc. (a)  517,000  5,235
Genentech, Inc. (redeemable) (a)  1,193,500  56,990
Glaxo PLC sponsored ADR  800,000  19,200
Lilly (Eli) & Co.   270,300  21,151
Merck & Co., Inc.   50,000  2,581
Pfizer, Inc.   2,090,400  105,564
Rhone Poulenc Rorer, Inc.   323,300  14,306
Schering-Plough Corp.   2,173,800  101,082
Scios, Inc. (a)  795,000  3,379
SmithKline Beecham PLC ADR  1,275,000  57,375
  776,089
MEDICAL EQUIPMENT & SUPPLIES - 5.2%
Abbott Laboratories  475,000  19,000
AMSCO International, Inc. (a)  1,058,000  19,705
Baxter International, Inc.   3,652,600  136,059
Beckman Instruments, Inc.   616,600  17,188
Becton, Dickinson & Co.   592,100  34,860
Boston Scientific Corp. (a)  1,899,495  69,332
Johnson & Johnson  1,415,300  101,548
McKesson Corp.   718,300  31,695
Medtronic, Inc.   420,600  34,489
Pall Corp.   2,477,500  56,673
St. Jude Medical, Inc.   1,957,100  107,151
  627,700
MEDICAL FACILITIES MANAGEMENT - 1.9%
Columbia/HCA Healthcare Corp.   2,054,777  100,683
Employee Benefit Plans, Inc. (a)  252,400  4,291
FHP International Corp. (a)  550,000  14,438
Hillhaven Corp. (a)  192,900  5,570
Lincare Holdings, Inc. (a)  606,100  21,062
Ornda Healthcorp (a)  1,055,000  20,968
Quorum Health Group, Inc. (a)  283,300  6,091
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - CONTINUED
Tenet Healthcare Corp. (a)  1,000,000 $ 15,250
United HealthCare Corp.   953,300  43,137
  231,490
TOTAL HEALTH   1,635,279
HOLDING COMPANIES - 0.2%
U.S. Industries, Inc. (a)  1,997,660  28,716
INDUSTRIAL MACHINERY & EQUIPMENT - 5.7%
ELECTRICAL EQUIPMENT - 3.4%
Alcatel Alsthom Cie Generale d'Electricite SA  100,000  10,590
American Superconductor Corp. (a)  304,750  4,114
Duracell International, Inc.   100,000  4,600
General Electric Co.   5,784,000  341,256
Mitsubishi Electric Co. Ord.   1,700,000  12,562
Murata Manufacturing Co. Ltd.   75,000  3,276
Omron Corp.   839,000  19,083
Philips Electronics NV (Bearer)  200,000  9,823
Scientific-Atlanta, Inc.   243,500  5,235
  410,539
INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%
Caterpillar, Inc.   159,200  11,204
Cooper Industries, Inc.   651,376  24,345
Harnischfeger Industries, Inc.   92,151  3,456
Keystone International, Inc.   216,400  4,544
Watts Industries, Inc. Class A  302,100  7,024
  50,573
POLLUTION CONTROL - 1.9%
Browning-Ferris Industries, Inc.   2,649,400  102,333
Safety Kleen Corp.   152,700  2,386
WMX Technologies, Inc.   3,372,700  105,397
Wheelabrator Technologies, Inc.   1,348,500  22,419
  232,535
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   693,647
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - 2.4%
BROADCASTING - 0.5%
Home Shopping Network, Inc. (a)  840,200 $ 7,457
Infinity Broadcasting Corp. (a)  38,123  1,411
Viacom, Inc. Class B (non-vtg.) (a)  1,006,845  51,097
  59,965
ENTERTAINMENT - 0.3%
Carnival Cruise Lines, Inc. Class A  500,000  11,313
Disney (Walt) Co.   85,500  5,012
Players International, Inc. (a)  1,162,350  25,426
  41,751
LEISURE DURABLES & TOYS - 0.1%
Hasbro, Inc.   496,700  15,460
LODGING & GAMING - 0.4%
Aztar Corp. (a)(d)  2,264,100  22,641
Harrah's Entertainment, Inc.   200,000  5,375
Marriott International, Inc.   358,600  12,999
President Riverboat Casinos, Inc. (a)  1,472,900  5,984
  46,999
PUBLISHING - 0.3%
McGraw-Hill, Inc.   175,100  13,460
News Corp. Ltd. ADR  537,100  12,689
Times Mirror Co. Class A  270,000  7,763
  33,912
RESTAURANTS - 0.8%
Brinker International, Inc. (a)  890,700  15,810
Darden Restaurants, Inc. (a)  3,510,100  38,172
McDonald's Corp.   559,300  21,603
Starbucks Corp. (a)  474,300  17,727
  93,312
TOTAL MEDIA & LEISURE   291,399
NONDURABLES - 11.0%
BEVERAGES - 1.5%
PepsiCo, Inc.   3,850,000  180,469
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
NONDURABLES - CONTINUED
FOODS - 2.8%
ConAgra, Inc.   1,271,200 $ 47,988
General Mills, Inc.   811,000  42,375
Hormel (George A) & Co.   201,000  4,950
Kellogg Co.   1,055,800  75,886
Nabisco Holdings Class A  31,900  905
Nestle SA (Reg.)  45,000  45,839
RalCorp Holdings, Inc. (a)(d)  1,800,166  41,404
Ralston Purina Co.   411,307  22,005
SYSCO Corp.   1,879,500  58,499
  339,851
HOUSEHOLD PRODUCTS - 0.9%
Procter & Gamble Co.   490,000  33,749
Rubbermaid, Inc.   563,500  16,764
Tambrands, Inc.   1,014,200  47,794
Unilever NV ADR  68,400  9,012
  107,319
TOBACCO - 5.8%
Philip Morris Companies, Inc.   6,731,200  482,121
RJR Nabisco Holdings Corp.   6,428,346  177,583
UST, Inc.   1,583,300  43,145
  702,849
TOTAL NONDURABLES   1,330,488
PRECIOUS METALS - 0.3%
Newmont Mining Corp.   420,500  17,976
Santa Fe Pacific Gold Corp.   1,912,240  23,903
  41,879
RETAIL & WHOLESALE - 5.8%
APPAREL STORES - 0.1%
Gap, Inc.   493,200  17,200
DRUG STORES - 0.9%
Revco (D.S.), Inc. (a)  1,118,293  23,624
Rite Aid Corp.   2,125,300  60,305
Walgreen Co.   367,400  19,013
  102,942
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - 3.1%
Carson Pirie Scott & Co. (a)(d)  1,551,774 $ 25,992
Dayton Hudson Corp.   956,000  72,298
Dillard Department Stores, Inc. Class A  416,800  12,921
Hornbach Baumarket AG (Bearer)  13,779  8,251
May Department Stores Co. (The)  1,508,000  65,410
Price/Costco, Inc. (a)  1,576,600  28,280
Sears, Roebuck & Co.   797,600  26,022
Wal-Mart Stores, Inc.   5,300,000  141,111
  380,285
GROCERY STORES - 0.8%
Food Lion, Inc. Class A  5,227,400  30,058
Kroger Co. (The) (a)  675,600  21,028
Safeway, Inc. (a)  1,102,900  42,186
  93,272
RETAIL & WHOLESALE, MISCELLANEOUS - 0.9%
Amway Japan Ltd.   50,000  1,941
Amway Japan Ltd. sponsored ADR  408,200  7,858
Boots Co. PLC (The)  2,300,000  20,128
Borders Group, Inc. (a)  225,500  4,285
Home Depot, Inc. (The)  1,064,400  46,699
Office Depot, Inc. (a)  227,700  6,689
Officemax, Inc. (a)  679,450  15,288
  102,888
TOTAL RETAIL & WHOLESALE   696,587
SERVICES - 1.1%
PRINTING - 0.0%
Valassis Communications, Inc. (a)  486,200  6,929
SERVICES - 1.1%
ADT Ltd. (a)  5,222,700  62,672
BET PLC Ord.   3,000,000  6,366
First Financial Management Corp.   90,000  7,875
Jostens, Inc.   156,800  3,567
Western Atlas, Inc. (a)  1,080,700  48,632
  129,112
TOTAL SERVICES   136,041
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - 7.6%
COMMUNICATIONS EQUIPMENT - 0.5%
Cisco Systems, Inc. (a)  850,000 $ 47,388
Nokia Corp. AB sponsored ADR  200,000  13,150
  60,538
COMPUTER SERVICES & SOFTWARE - 1.7%
Automatic Data Processing, Inc.   199,400  12,762
Computer Sciences Corp. (a)  331,600  19,564
General Motors Corp. Class E   2,042,600  89,873
Information Resources, Inc. (a)  775,000  10,075
Microsoft Corp. (a)  555,200  50,246
Novell, Inc. (a)  937,700  16,996
Reuters Holdings PLC ADR Class B  110,000  5,541
  205,057
COMPUTERS & OFFICE EQUIPMENT - 3.5%
Canon, Inc.   500,000  9,051
Diebold, Inc.   99,300  4,593
Digital Equipment Corp. (a)  489,500  18,785
International Business Machines Corp.   2,139,900  232,982
Pitney Bowes, Inc.   1,516,300  60,842
Sun Microsystems, Inc. (a)  1,109,700  53,404
Xerox Corp.   304,300  36,250
  415,907
ELECTRONICS - 1.4%
AMP, Inc.   1,016,000  43,815
Hitachi Ltd.   2,200,000  23,302
Intel Corp.   1,188,400  77,246
Kyocera Corp.   300,000  25,869
  170,232
PHOTOGRAPHIC EQUIPMENT - 0.5%
Polaroid Corp.   1,495,600  64,124
TOTAL TECHNOLOGY   915,858
TRANSPORTATION - 0.8%
AIR TRANSPORTATION - 0.2%
Qantas Airways Ltd. sponsored ADR (e)  186,700  2,856
Southwest Airlines Co.   591,200  16,997
  19,853
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TRANSPORTATION - CONTINUED
RAILROADS - 0.6%
Bombardier, Inc. Class B  1,182,200 $ 14,517
CSX Corp.   612,900  51,406
Illinois Central Corp., Series A  228,200  9,014
Santa Fe Pacific Corp.   104,300  2,973
  77,910
TOTAL TRANSPORTATION   97,763
UTILITIES - 7.2%
CELLULAR - 0.2%
AirTouch Communications, Inc. (a)  174,100  5,484
Vodafone Group PLC sponsored ADR  479,500  18,880
  24,364
ELECTRIC UTILITY - 0.3%
Veba AG Ord.   1,033,000  42,866
TELEPHONE SERVICES - 6.7%
ALC Communications Corp. (a)  1,518,600  80,296
Ameritech Corp.   3,595,200  173,917
Bell Atlantic Corp.   1,787,400  102,329
BellSouth Corp.   984,400  66,693
Frontier Corp.   478,500  12,860
GTE Corp.   800,000  28,400
Koninklijke PPT Nederland  926,100  34,636
NYNEX Corp.   2,252,000  92,895
SBC Communications, Inc.   3,386,200  162,961
WorldCom, Inc. (a)  1,753,500  52,386
  807,373
TOTAL UTILITIES   874,603
TOTAL COMMON STOCKS
(Cost $9,058,142)   11,140,799
CONVERTIBLE PREFERRED STOCKS - 0.4%
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - 0.2%
PAPER & FOREST PRODUCTS - 0.2%
International Paper $.6562 (a)(e)  400,000 $ 19,200
ENERGY - 0.1%
OIL & GAS - 0.1%
Atlantic Richfield Co. exchangeable $.5575  296,100  8,069
FINANCE - 0.0%
INSURANCE - 0.0%
Allstate Corp. exchangeable $.575  90,000  3,825
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
ELECTRICAL EQUIPMENT - 0.1%
Westinghouse Electric Corp. $1.30 (e)  755,650  10,295
UTILITIES - 0.0%
TELEPHONE SERVICES - 0.0%
Sprint Corp. $.6573  107,000  3,692
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $44,699)   45,081
CORPORATE BONDS - 1.0%
 MOODY'S RATINGS (C) PRINCIPAL 
 (UNAUDITED) AMOUNT (B) (000S) 
CONVERTIBLE BONDS - 0.6%
CONSTRUCTION & REAL ESTATE - 0.0%
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Liberty Property exchangeable 8%, 7/1/01  - $ 1,591  1,611
FINANCE - 0.3%
BANKS - 0.3%
Bank of New York Co., Inc. 7 1/2%, 8/15/01   A3  14,872  30,581
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (B) (000S) (000S)
CONVERTIBLE BONDS - CONTINUED
HEALTH - 0.2%
DRUGS & PHARMACEUTICALS - 0.2%
Roche Holdings, Inc. liquid yield option notes 
0%, 4/20/10 (e)  - $ 72,400 $ 28,824
RETAIL & WHOLESALE - 0.1%
GROCERY STORES - 0.1%
Food Lion, Inc. 5%, 6/1/03 (e)  A3  6,700  6,365
Kroger Co. 6 3/8%, 12/1/99   B2  3,800  6,588
  12,953
TOTAL CONVERTIBLE BONDS   73,969
NONCONVERTIBLE BONDS - 0.4%
DURABLES - 0.0%
TEXTILES & APPAREL - 0.0%
Westpoint Stevens, Inc. 8 3/4%, 12/15/01  B1  4,010  3,990
HEALTH - 0.2%
MEDICAL FACILITIES MANAGEMENT - 0.2%
Tenet Healthcare Corp. 10 1/8%, 3/1/05  Ba3  23,000  24,409
MEDIA & LEISURE - 0.2%
BROADCASTING - 0.1%
Citicasters, Inc. 9 3/4%, 2/15/04  B-  6,250  6,250
SCI Television, Inc. secured 11%, 6/30/05  B2  7,250  7,594
  13,844
LODGING & GAMING - 0.1%
Aztar Corp. 13 3/4%, 10/1/04  B2  5,000  5,613
Trump Hotels & Casino Resorts Holdings LP/Trump 
Hotels & Casino Resorts Funding, Inc. 
secured 15 1/2%, 6/15/05  B3  5,760  5,817
  11,430
TOTAL MEDIA & LEISURE   25,274
TOTAL NONCONVERTIBLE BONDS   53,673
TOTAL CORPORATE BONDS
(Cost $115,997)   127,642
U.S. TREASURY OBLIGATIONS - 0.1%
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (B) (000S) (000S)
8 1/8%, 8/15/19 
(Cost $10,259)  Aaa $ 10,000 $ 11,364
REPURCHASE AGREEMENTS - 6.6%
 MATURITY 
 AMOUNT 
 (000S) 
Investments in repurchase agreements 
(U.S. Treasury obligations), in a joint 
trading account at 5.82%, dated 
7/31/95 due 8/1/95  $ 796,477  796,348
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $10,025,445)  $ 12,121,234
FORWARD FOREIGN CURRENCY CONTRACTS
AMOUNTS IN THOUSANDS  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 71,433 DEM 9/14/95 $ 51,620 $ (143)
(Payable amount $51,763)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 0.4%
CONTRACTS TO SELL
 111,968 DEM 8/31/95 to 9/14/95 $ 80,900  (2,280)
 5,014,324 JPY 8/15/95  56,867  2,548
TOTAL CONTRACTS TO SELL
(Receivable amount $138,035)  $ 137,767  268
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 1.1%
   $ 125
CURRENCY ABBREVIATIONS
DEM - German deutsche mark
JPY - Japanese yen
LEGEND
1. Non-income producing
2. Principal amount is stated in United States dollars unless otherwise
noted.
3. Standard & Poor's Corporation credit ratings are used in the absence of
a rating by Moody's Investors Service, Inc.
4. Affiliated company (see Note 8 of Notes to Financial Statements).
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 $67,540,000 or 0.6% of net
assets.
INCOME TAX INFORMATION
At July 31, 1995, the aggregate cost of investment securities for income
tax purposes was $10,032,998,000. Net unrealized appreciation aggregated
$2,088,236,000, of which $2,173,299,000 related to appreciated investment
securities and $85,063,000 related to depreciated investment securities. 
The fund hereby designates $29,937,000 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, 1995                               
 
ASSETS                                                                                      
 
Investment in securities, at value (including repurchase                     $ 12,121,234   
agreements of $796,348) (cost $10,025,445) -                                                
See accompanying schedule                                                                   
 
Cash                                                                          1             
 
Receivable for investments sold                                               97,556        
 
Unrealized appreciation on foreign currency contracts                         2,548         
 
Receivable for fund shares sold                                               27,176        
 
Dividends receivable                                                          17,751        
 
Interest receivable                                                           2,984         
 
Other receivables                                                             387           
 
 TOTAL ASSETS                                                                 12,269,637    
 
LIABILITIES                                                                                 
 
Payable for investments purchased                                $ 140,220                  
 
Unrealized depreciation on foreign currency contracts             2,423                     
 
Payable for fund shares redeemed                                  12,940                    
 
Accrued management fee                                            5,070                     
 
Other payables and accrued expenses                               2,920                     
 
 TOTAL LIABILITIES                                                            163,573       
 
NET ASSETS                                                                   $ 12,106,064   
 
Net Assets consist of:                                                                      
 
Paid in capital                                                              $ 9,684,491    
 
Undistributed net investment income                                           27,390        
 
Accumulated undistributed net realized gain (loss) on                         298,452       
investments and foreign currency transactions                                               
 
Net unrealized appreciation (depreciation) on                                 2,095,731     
investments and assets and liabilities in foreign                                           
currencies                                                                                  
 
NET ASSETS, for 482,277 shares outstanding                                   $ 12,106,064   
 
NET ASSET VALUE and redemption price per share                                $25.10        
($12,106,064 (divided by) 482,277 shares)                                                   
 
Maximum offering price per share (100/97.00 of $25.10)                        $25.88        
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                          <C>          <C>           
AMOUNTS IN THOUSANDS  YEAR ENDED JULY 31, 1995                                          
 
INVESTMENT INCOME                                                         $ 209,542     
Dividends (including $1,712 received from affiliated                                    
issuers)                                                                                
 
Interest (including income on securities loaned of $53)                    88,262       
 
 TOTAL INCOME                                                              297,804      
 
EXPENSES                                                                                
 
Management fee                                               $ 51,730                   
 
Transfer agent fees                                           23,842                    
 
Accounting and security lending fees                          773                       
 
Non-interested trustees' compensation                         104                       
 
Custodian fees and expenses                                   338                       
 
Registration fees                                             791                       
 
Audit                                                         146                       
 
Legal                                                         57                        
 
Interest                                                      7                         
 
Reports to shareholders                                       351                       
 
Miscellaneous                                                 166                       
 
 Total expenses before reductions                             78,305                    
 
 Expense reductions                                           (1,010)      77,295       
 
NET INVESTMENT INCOME                                                      220,509      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                     
Net realized gain (loss) on:                                                            
 
 Investment securities (including realized loss of $1,154     486,109                   
on                                                                                      
 sales of investment in affiliated issuers)                                             
 
 Foreign currency transactions                                (23,819)                  
 
 Short sales                                                  302          462,592      
 
Change in net unrealized appreciation (depreciation) on:                                
 
 Investment securities                                        1,405,953                 
 
 Assets and liabilities in foreign currencies                 8,352                     
 
 Short sales                                                  (1,423)      1,412,882    
 
NET GAIN (LOSS)                                                            1,875,474    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                           $ 2,095,983   
FROM OPERATIONS                                                                         
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>            <C>            
AMOUNTS IN THOUSANDS                                      YEAR ENDED     YEAR ENDED     
                                                          JULY 31,       JULY 31,       
                                                          1995           1994           
 
INCREASE (DECREASE) IN NET ASSETS                                                       
 
Operations                                                $ 220,509      $ 163,731      
Net investment income                                                                   
 
 Net realized gain (loss)                                  462,592        483,457       
 
 Change in net unrealized appreciation (depreciation)      1,412,882      (154,747)     
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           2,095,983      492,441       
FROM OPERATIONS                                                                         
 
Distributions to shareholders                              (175,942)      (165,953)     
From net investment income                                                              
 
 From net realized gain                                    (508,140)      (247,094)     
 
 TOTAL DISTRIBUTIONS                                       (684,082)      (413,047)     
 
Share transactions                                         3,118,020      3,791,186     
Net proceeds from sales of shares                                                       
 
 Reinvestment of distributions                             667,970        401,972       
 
 Cost of shares redeemed                                   (1,849,027)    (2,161,673)   
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           1,936,963      2,031,485     
FROM SHARE TRANSACTIONS                                                                 
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  3,348,864      2,110,879     
 
NET ASSETS                                                                              
 
 Beginning of period                                       8,757,200      6,646,321     
 
 End of period (including undistributed net investment    $ 12,106,064   $ 8,757,200    
income of $27,390 and $8,861, respectively)                                             
 
OTHER INFORMATION                                                                       
Shares                                                                                  
 
 Sold                                                      136,992        170,517       
 
 Issued in reinvestment of distributions                   30,753         18,230        
 
 Redeemed                                                  (80,408)       (97,260)      
 
 Net increase (decrease)                                   87,337         91,487        
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                <C>                    <C>       <C>       <C>       <C>       
                                                                     YEARS ENDED JULY 31,                                           
 
                                                                   1995                   1994 C    1993      1992      1991      
 
SELECTED PER-SHARE DATA                                            
 
Net asset value, beginning                                         $ 22.17                $ 21.90   $ 21.34   $ 19.92   $ 17.10   
of period                                                          
 
Income from Investment                                             
Operations                                                         
 
 Net investment income                                             .43                    .45       .53       .50       .46      
 
 Net realized and unrealized                                       4.14                   1.07      3.02      1.94      3.10     
 gain (loss)                                                       
 
 Total from investment                                            4.57                   1.52      3.55      2.44      3.56     
operations                                                        
 
Less Distributions                                                (.40)                  (.48)     (.59)     (.38)     (.52)    
From net investment income                                        
 
 From net realized gain                                           (1.24)                 (.77)     (2.40)    (.64)     (.22)    
 
 Total distributions                                              (1.64)                 (1.25)    (2.99)    (1.02)    (.74)    
 
Net asset value, end of period                                    $ 25.10                $ 22.17   $ 21.90   $ 21.34   $ 19.92   
 
TOTAL RETURN F, B                                                 21.95%                 7.08%     19.10%    12.75%    21.89%   
 
RATIOS AND SUPPLEMENTAL DATA                                      
 
Net assets, end of period                                         $ 12,106               $ 8,757   $ 6,646   $ 4,199   $ 2,686   
(in millions)                                                     
 
Ratio of expenses to average                                      .77%                   .82%      .83%      .86%      .87%     
net assets                                                        
 
Ratio of expenses to average net                                  .78%                   .83%      .83%      .86%      .87%     
assets before expense                                             
reductions                                                        
 
Ratio of net investment income                                    2.21%                  2.09%     2.67%     2.49%     2.62%    
to average net assets                                             
 
Portfolio turnover rate                                           67%                    92%       87%       221%      215%     
 
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS 
SHOWN (SEE NOTE 7 OF NOTES TO FINANCIAL STATEMENTS).                                               
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.                                          
C 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, NET INVESTMENT INCOME PER SHARE MAY REFLECT   
CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.                                      
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1995
 
 
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 (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
of their purchase date 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.
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. The effects of changes in foreign
currency exchange rates on investments in securities 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 substantially 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 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. 
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
EXPENSES - CONTINUED
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, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, paydown gains/losses on certain securities, futures and options
transactions, foreign currency transactions, market discount and
non-taxable dividends. 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 and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions 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.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. These contracts
involve market risk in excess of the unrealized gain or loss reflected in
the fund's Statement of Assets and Liabilities. The U.S. dollar value of
the currencies the fund has committed to buy or sell is shown in the
schedule of investments under the caption "Forward Foreign Currency
Contracts." This amount represents the aggregate exposure to each currency
the fund has acquired or hedged through currency contracts at period end.
Losses may arise from changes in the value of the foreign currency or if
the counterparties do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Purchases and sales of forward foreign currency contracts having the same
settlement 
2. OPERATING POLICIES - 
CONTINUED
FORWARD FOREIGN CURRENCY 
CONTRACTS - CONTINUED
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. Contracts that have been offset with different counterparties are
reflected as both a contract to buy and a contract to sell in the schedule
of investments under the caption "Forward Foreign Currency Contracts."
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (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.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. The fund's investment adviser, FMR, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
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 $7,717,952,000 and $5,867,397,000, respectively.  Sales of U.S.
government and government agency obligations aggregated $38,700,000.
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 .2700% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
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.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $3,637,000 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.
During the period August 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives
account fees and asset-based fees that vary according to account size and
type of account. FSC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements.
ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's accounting
records and administers the security lending program. The security lending
fee is based on the number and duration of lending transactions. The
accounting 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 $4,345,000 for the period.
5. 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.
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. 
6. BANK BORROWINGS - CONTINUED
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
balance during the period for which loans were outstanding amounted to
$12,942,000. The weighted average interest rate was 6.4375%.
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
$1,010,000 under this arrangement.
8. 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 during the period 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)  $ - $ 4,797 $ 334 $ -
Aztar Corp. (a)   2,116  3,510  -  22,641
CBL & Associates Properties   259  -  356  18,484
Carson Pirie Scott & Co. (a)   8,529  2,523  -  25,992
Cephalon, Inc.   -  2,679  -  -
Ferro Corp.   4,797  -  214  45,569
Guidant Corp.   -  -  -  -
RalCorp Holdings, Inc. (a)   2,484  -  -  41,404
Storage Equities, Inc.   -  -  555  -
Summit Property Trust (SBI)   -  3,173  253  -
TNT Freightways Corp.   -  988  -  -
TOTALS  $ 18,185 $ 17,670 $ 1,712 $ 154,090
(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 and Income Portfolio, including
the schedule of portfolio investments, as of July 31, 1995, 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, 1995 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, 1995, 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.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 1, 1995
DISTRIBUTIONS
 
 
A total of 9.54% 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.
A total of 71% of the dividends distributed during the fiscal year
qualifies for the dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January 1996 of these percentages for
use in preparing 1995 income tax returns.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call -
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios(registered trademark).
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. 
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)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(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 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(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
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
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
Steven Kaye, Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
 Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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'S GROWTH AND INCOME FUNDS
Balanced Fund
Convertible Securities Fund
Equity-Income Fund
Equity-Income II Fund
Fidelity Fund
Global Balanced Fund
Growth & Income Portfolio
Market Index Fund
Puritan Fund
Real Estate Investment Portfolio
Utilities 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, 1995
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     27   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    31   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    35   The auditors' opinion.                   
ACCOUNTANTS                                                            
 
DISTRIBUTIONS            36                                            
 
 
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. 
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL 
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
 
DEAR SHAREHOLDER:
Although there have been positive market indications so far in 1995, no one
can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for 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. A fund's total
return 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, 1995          PAST 1   PAST 5    PAST 10   
                                     YEAR     YEARS     YEARS     
 
OTC                                  39.98%   126.83%   365.43%   
 
OTC (incl. 3% sales charge)          35.78%   120.03%   351.47%   
 
NASDAQ                               38.64%   128.46%   232.31%   
 
Average Mid-Cap Fund                 30.64%   112.76%   288.51%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or ten years. For
example, if you invested $1,000 in a fund that had a 5% return over the
past year, the value of your investment would be $1,050. You can compare
the fund's returns to the performance of the NASDAQ Composite Index - a
common proxy for over-the-counter stocks. To measure how the fund's
performance stacked up against its peers, you can compare it to the average
mid-cap fund, which reflects the performance of 89 mid-cap funds with
similar objectives tracked by Lipper Analytical Services over the past 12
months. 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, 1995    PAST 1   PAST 5   PAST 10   
                               YEAR     YEARS    YEARS     
 
OTC                            39.98%   17.80%   16.62%    
 
OTC (incl. 3% sales charge)    35.78%   17.08%   16.27%    
 
NASDAQ                         38.64%   17.97%   12.76%    
 
Average Mid-Cap Fund           30.64%   15.97%   14.05%    
 
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 10 YEARS
              OTC Portfolios (093NASDAQ
     07/31/85            9700.00        10000.00
     08/31/85            9772.29         9881.18
     09/30/85            9121.68         9304.32
     10/31/85            9679.04         9709.58
     11/30/85           10290.78        10420.19
     12/31/85           10827.75        10784.63
     01/31/86           11595.82        11144.41
     02/28/86           12438.65        11933.02
     03/31/86           13063.99        12436.52
     04/30/86           13356.26        12718.64
     05/31/86           13682.52        13281.56
     06/30/86           13798.07        13459.13
     07/31/86           12608.58        12326.00
     08/31/86           13233.91        12707.36
     09/30/86           11881.29        11638.95
     10/31/86           12464.40        11974.18
     11/30/86           12273.99        11887.22
     12/31/86           12061.61        11577.88
     01/31/87           13548.26        13012.71
     02/28/87           14998.29        14105.02
     03/31/87           14961.67        14273.62
     04/30/87           14793.23        13867.37
     05/31/87           14925.06        13825.22
     06/30/87           15225.31        14095.06
     07/31/87           15957.65        14435.59
     08/31/87           16704.64        15100.73
     09/30/87           16602.11        14746.26
     10/31/87           11600.24        10730.53
     11/30/87           10897.19        10128.45
     12/31/87           12254.19        10968.50
     01/31/88           12689.45        11439.48
     02/29/88           13534.85        12179.30
     03/31/88           13844.56        12434.53
     04/30/88           14263.07        12586.88
     05/31/88           14137.52        12291.81
     06/30/88           15075.00        13099.01
     07/31/88           15024.78        12855.72
     08/31/88           14664.85        12497.93
     09/30/88           15225.66        12868.33
     10/31/88           15217.29        12694.08
     11/30/88           14723.44        12328.65
     12/31/88           15054.81        12658.24
     01/31/89           16025.54        13319.39
     02/28/89           15982.96        13266.62
     03/31/89           16681.21        13499.62
     04/30/89           17498.66        14190.65
     05/31/89           18282.06        14808.66
     06/30/89           18239.48        14447.54
     07/31/89           19039.91        15063.23
     08/31/89           19891.42        15577.35
     09/30/89           20005.00        15696.51
     10/31/89           19330.48        15122.64
     11/30/89           19507.98        15137.91
     12/31/89           19630.34        15095.75
     01/31/90           18236.52        13800.99
     02/28/90           18743.36        14133.56
     03/31/90           19454.89        14455.84
     04/30/90           18889.57        13942.38
     05/31/90           20127.43        15233.50
     06/30/90           20166.42        15343.69
     07/31/90           19903.25        14545.45
     08/31/90           18187.79        12652.59
     09/30/90           17186.83        11434.50
     10/31/90           16824.37        10947.59
     11/30/90           17992.31        11917.42
     12/31/90           18697.66        12407.98
     01/31/91           20170.08        13747.55
     02/28/91           21733.26        15037.01
     03/31/91           22953.55        16007.83
     04/30/91           22913.21        16088.15
     05/31/91           24032.65        16798.10
     06/30/91           22872.87        15796.08
     07/31/91           24486.48        16663.02
     08/31/91           25777.36        17447.64
     09/30/91           25550.84        17487.47
     10/31/91           26661.74        18021.84
     11/30/91           25401.29        17388.56
     12/31/91           27889.33        19460.98
     01/31/92           29093.59        20585.15
     02/29/92           29149.87        21025.26
     03/31/92           28215.72        20039.50
     04/30/92           27382.87        19206.74
     05/31/92           27776.78        19426.80
     06/30/92           27169.03        18706.23
     07/31/92           27743.02        19278.10
     08/31/92           27056.48        18690.30
     09/30/92           27891.57        19359.09
     10/31/92           28930.93        20085.96
     11/30/92           30972.97        21664.51
     12/31/92           32055.93        22468.39
     01/31/93           32268.39        23111.95
     02/28/93           31006.15        22263.27
     03/31/93           32080.93        22905.84
     04/30/93           31143.62        21952.94
     05/31/93           31980.95        23251.02
     06/30/93           32018.44        23364.53
     07/31/93           32368.37        23389.43
     08/31/93           32968.25        24655.32
     09/30/93           33874.31        25317.14
     10/31/93           34321.09        25864.12
     11/30/93           33413.99        25038.67
     12/31/93           34727.31        25782.47
     01/31/94           35662.38        26568.09
     02/28/94           35288.35        26303.56
     03/31/94           33878.54        24675.89
     04/30/94           32943.47        24356.60
     05/31/94           32770.84        24401.41
     06/30/94           31562.43        23431.25
     07/31/94           32252.95        23968.93
     08/31/94           33864.16        25411.40
     09/30/94           33950.47        25367.25
     10/31/94           34727.31        25805.37
     11/30/94           33590.83        24903.58
     12/31/94           33791.27        24958.01
     01/31/95           33718.66        25065.55
     02/28/95           35490.27        26344.39
     03/31/95           36681.02        27123.70
     04/30/95           38220.29        28012.21
     05/31/95           39309.39        28695.94
     06/30/95           42358.89        30981.78
     07/31/95           45146.99        33230.77
 
$10,000 OVER 10 YEARS:  Let's say you invested $10,000 in Fidelity OTC
Portfolio on July 31, 1985 and paid a 3% sales charge. As the chart shows,
by July 31, 1995, the value of your investment would have grown to $45,147
- a 351.47% 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 $33,231 - a 232.31% 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
Strong corporate earnings and a 
favorable interest rate 
environment helped the U.S. 
stock market post strong returns 
for the 12 months ended July 31, 
1995. The Standard & Poor's 
Composite Index of 500 Stocks 
finished the 12-month period with a 
total return of 26.11% - well 
above its historical annual 
average of roughly 12%. With 
inflation posing little threat, 
interest rates fell during the first 
half of 1995. The Federal 
Reserve Board cut the federal 
funds rate - the rate banks 
charge each other for overnight 
loans - by 0.25% on July 6. 
Large-capitalization stocks led 
the somewhat narrow market 
rally. Technology companies - 
whose goods and services 
benefited from both corporate 
and consumer demand - posted 
the strongest earnings growth 
and stock price gains. In 
February, the Dow Jones 
Industrial Average closed 
above 4000 for the first time. 
Returns from foreign markets 
were varied, as investors brought 
capital back to the U.S. The 
Morgan Stanley Emerging 
Markets Free Index was down 
3.76% for the 12 months ended 
July 31. The Morgan Stanley 
EAFE (Europe, Australia, Far 
East) Index returned 6.95% for the 
year ended July 31. European 
markets have fared well through 
the first half of 1995 - after a 
difficult year in 1994 - while the 
Japanese market recently has 
shown some signs of recovery 
after struggling through much of 
the year.
An interview with Abigail Johnson, Portfolio Manager of Fidelity 
OTC Portfolio
Q. ABBY, HOW DID THE FUND DO?
A. During the 12 months ended July 31, 1995, the fund had a total return of
39.98%. By comparison, the NASDAQ Composite Index, the fund's benchmark,
returned 38.64% during the same period.
Q. WHAT DROVE THE FUND'S PERFORMANCE?
A. Quite simply, technology stocks. The fund had a 42.6% stake in
technology at the end of the period, and many of these stocks had very
strong returns. The story remains the same; corporations increasingly are
relying on technology to improve productivity, while consumers are strongly
embracing personal computers and related products. All of this has driven
powerful earnings growth for companies such as Oracle Systems, which
manufactures relational database software; Sun Microsystems, which makes
computer workstations; Altera, a semiconductor manufacturer; Applied
Materials, which makes semiconductor manufacturing equipment; and 3Com,
which makes routers, hubs and switches. However, by far, the top
contributors to the fund's performance were its two largest investments
during the period: Intel and Microsoft.
Q. . . . TWO BELLWETHER STOCKS FOR THE OVER-THE-COUNTER MARKET. BRING US UP
TO DATE ON BOTH OF THESE COMPANIES.
A. Intel has been a terrific stock - its price has more than doubled over
the past 12 months. Much of this was due to stronger-than-expected sales of
the company's flagship Pentium microprocessor, which has been widely
embraced by the PC industry. So far, no other company has come close to
developing a product to compete with the Pentium, and Intel already is
looking ahead to launching its next generation of computer chip later this
year. As for Microsoft, the stock's fortunes have ridden largely on the
anticipated success of its new PC software product - Windows 95. The
company remained on schedule for its August 24 launch of the product, and
investors - myself included - envision wide acceptance and strong sales of
this new easier-to-use software.
Q. ON THE FLIP SIDE, TECHNOLOGY STOCKS GENERALLY AREN'T AS CHEAP AS THEY
WERE 12 MONTHS AGO. WHAT ARE SOME OF THE RISKS OF INVESTING CLOSE TO HALF
OF THE FUND IN THIS SECTOR? 
A. First, I would say that the technology sector has become an increasingly
larger portion of the NASDAQ index over the past several years, and,
relative to the index, the fund is only modestly overweighted in
technology. In addition, because of the preponderance of technology stocks
in the OTC market, I believe that many shareholders may be looking for a
significant exposure to this sector when they invest in the fund. That
said, technology stocks tend to place high on the risk/reward scale.
Historically, they have been volatile and have the potential for sudden
downward moves. However, by the same token, often they have large upside
potential. One footnote: I'm not wedded to this sector. If, at some point,
it appears that business prospects of these companies are deteriorating and
their stock valuations - prices relative to earnings - are no longer
attractive, I'll look to cut back the fund's investment.
Q. MOVING BEYOND TECHNOLOGY, WHICH OTHER SECTORS OR STOCKS PROVED
INTERESTING?
A. In the health care sector, some of the fund's biotechnology stocks
rebounded from depressed levels. Investors have separated out those
companies with viable products that have reached the final stages of
testing, such as Biogen and Sepracor, and rewarded them with higher stock
prices.
Q. WHICH INVESTMENTS DIDN'T WORK OUT AS YOU HAD HOPED?
A. By far, my biggest disappointment was U.S. HealthCare, a health
maintenance organization. I thought the company would be able to sustain
the prices of its services, but that wasn't the case. Many HMOs such as
U.S. HealthCare are being forced to cut prices in the race for subscriber
growth, because the biggest companies ultimately will have the most
leverage to negotiate with health care providers. Schuler Homes and Snapple
Beverage also come to mind as disappointments. Schuler is a homebuilder in
Hawaii that suffered from execution problems, while Snapple appeared to hit
a wall in terms of market penetration for its line of fruit drinks and iced
teas.
Q. LET'S TALK ABOUT THE NEXT SIX MONTHS. WHAT'S YOUR OUTLOOK?
A. The market has moved nearly straight up over the past six months. While
I'm certainly not pessimistic in my outlook, I think the chances of stocks
maintaining that momentum through the end of the year are pretty slim.
Therefore, I'm cognizant of preserving some of the gains the fund has made
thus far. I'll be looking for opportunities to trim back some of the
strongest performing stocks that have become expensive, and increase
positions in larger, more established companies that remain attractive.   
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, 1995, 
more than $2.1 billion
MANAGER: Abigail Johnson, 
since April 1994; manager, 
Fidelity Dividend Growth 
Fund, April 1993-April 1994; 
Fidelity Select Developing 
Communications Portfolio, 
1991-1993; Fidelity Select 
Telecommunications 
Portfolio, 1991-1992; Fidelity 
Select Industrial Equipment 
Portfolio, 1988-1991; joined 
Fidelity 
in 1988
(checkmark)
ABIGAIL JOHNSON ON 
THE CHANGING FACE OF 
TECHNOLOGY STOCKS:
"Historically, technology 
stocks have been very 
cyclical in nature - tending to 
move up and down with the 
economy. But these stocks 
have blown right through 
what would have been the 
boundaries of their cycle and 
continued to rise with no signs 
of slowing. That  raises the 
question, `Has technology 
changed from a cyclical 
industry to a growth industry?'
"It appears that maybe it has. 
Everywhere you go these 
days you see products with 
more features. In addition to 
personal computers, cars and 
other commonplace 
consumer goods are big 
users of semiconductors and 
integrated circuits. It's easy to 
see why the demand for 
technology products and 
services is so huge. While it 
appears that the industry has 
sidestepped what might have 
been a dip in its traditional 
cycle, we'll have to wait and 
see if this is truly a long-term 
change in behavior."    
(solid bullet)  Eight of the fund's top 10 
largest stock investments on 
July 31, 1995, were 
technology stocks.
(solid bullet)  Together, Intel and 
Microsoft made up more than 
11% of the fund's investments 
on July 31.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF JULY 31, 1995
                                   % OF FUND'S    % OF FUND'S       
                                   INVESTMENTS    INVESTMENTS       
                                                  IN THESE STOCKS   
                                                  6 MONTHS AGO      
 
Intel Corp.                        6.1            5.8               
 
Microsoft Corp.                    5.2            3.2               
 
Sun Microsystems, Inc.             1.5            1.0               
 
Oracle Systems Corp.               1.5            1.8               
 
Apple Computer, Inc.               1.4            0.9               
 
3Com Corp.                         1.0            0.8               
 
MCI Communications Corp.           0.9            1.1               
 
Tele-Communications, Inc. Class    0.9            1.5               
A                                                                   
 
Symantec Corp.                     0.9            0.7               
 
Wang Laboratories, Inc.            0.9            0.5               
 
TOP FIVE MARKET SECTORS AS OF JULY 31, 1995
                     % OF FUND'S    % OF FUND'S             
                     INVESTMENTS    INVESTMENTS IN THESE    
                                    MARKET SECTORS          
                                    6 MONTHS AGO            
 
Technology           42.6           39.0                    
 
Health               8.3            9.6                     
 
Finance              8.0            7.8                     
 
Media & Leisure      6.1            7.4                     
 
Retail & Wholesale   5.3            4.1                     
 
ASSET ALLOCATION
AS OF JULY 31, 1995 * AS OF JANUARY 31, 1995 ** 
Row: 1, Col: 1, Value: 9.6
Row: 1, Col: 2, Value: 2.0
Row: 1, Col: 3, Value: 45.2
Row: 1, Col: 4, Value: 44.0
Row: 1, Col: 1, Value: 11.6
Row: 1, Col: 2, Value: 2.0
Row: 1, Col: 3, Value: 42.0
Row: 1, Col: 4, Value: 44.6
Stocks 90.2%
Bonds 0.2%
Short-term
investments 9.6%
FOREIGN
INVESTMENTS 4.3%
Stocks 88.1%
Bonds 0.3%
Short-term
investments 11.6%
FOREIGN
INVESTMENTS 4.8%
*
   
**
INVESTMENTS JULY 31, 1995 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 90.0%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 0.4%
AEROSPACE & DEFENSE - 0.1%
C A E Industries Ltd.   200,000 $ 1,338
Greenwich Air Services, Inc. (a)  48,100  523
  1,861
DEFENSE ELECTRONICS - 0.3%
Trimble Navigation Ltd. (a)  163,300  5,552
TOTAL AEROSPACE & DEFENSE   7,413
BASIC INDUSTRIES - 1.9%
CHEMICALS & PLASTICS - 1.1%
Betz Laboratories, Inc.   85,800  3,872
First Mississippi Corp.   100,000  3,413
Fuller (H.B.) Co.   60,000  2,115
Nalco Chemical Co.   38,000  1,354
OM Group, Inc.   173,100  5,365
PT Tri Polyta Indonesia sponsored ADR (a)  41,000  943
Petrolite Corporation  43,300  1,223
Schulman (A.), Inc.   75,400  2,130
Triple S Plastics, Inc. (a)  60,300  724
Union Carbide Corp.   65,900  2,290
  23,429
IRON & STEEL - 0.2%
Huntco, Inc. Class A  70,000  1,129
Schnitzer Steel, Inc. Class A  113,600  3,152
  4,281
METALS & MINING - 0.2%
Oregon Metallurgical Corp. (a)  70,000  779
Still Watermining Co. (a)  100,000  2,500
  3,279
PAPER & FOREST PRODUCTS - 0.4%
Jefferson Smurfit Corp. (a)  67,100  994
Riverside Forest Products  208,600  2,409
Willamette Industries, Inc.   86,900  5,311
  8,714
TOTAL BASIC INDUSTRIES   39,703
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONGLOMERATES - 0.0%
Figgie International Holdings, Inc. Class A (a)  100,000 $ 1,013
CONSTRUCTION & REAL ESTATE - 1.7%
BUILDING MATERIALS - 0.4%
Cooper Cameron Corp.   21,480  481
Hoganas AB Class B Free shares  93,000  1,873
Tecumseh Products Co. Class A  100,500  4,799
Thermo Power Corp. (a)  100,200  1,741
  8,894
CONSTRUCTION - 1.0%
Beazer Homes USA, Inc. (a)  130,000  2,113
Granite Construction, Inc.   90,000  2,059
Redman Industries (a)  138,800  3,297
Schuler Homes, Inc. (a)  317,800  3,653
Southern Energy Homes, Inc. (a)  146,500  2,527
Toll Brothers, Inc. (a)  180,000  2,948
U.S. Home Corp. (a)  200,000  4,700
  21,297
REAL ESTATE - 0.1%
Price Enterprises, Inc. (a)  200,000  2,900
REAL ESTATE INVESTMENT TRUSTS - 0.2%
Equity Inns, Inc.   200,000  2,150
RFS Hotel Investors, Inc.   105,000  1,509
  3,659
TOTAL CONSTRUCTION & REAL ESTATE   36,750
DURABLES - 1.0%
AUTOS, TIRES, & ACCESSORIES - 0.1%
Armor All Products Corp.   82,800  1,397
Jason, Inc. (a)  109,000  1,063
  2,460
HOME FURNISHINGS - 0.2%
Bassett Furniture Industries, Inc.   5,000  125
Haverty Furniture Companies, Inc.   179,300  2,107
Ladd Furniture, Inc.   30,033  405
Stanley Furniture (a)  110,000  825
  3,462
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - 0.7%
Dixie Yarns, Inc.   105,000 $ 683
Justin Industries, Inc.   381,000  4,024
Mohawk Industries, Inc. (a)  163,100  2,895
Nautica Enterprises, Inc. (a)  68,250  1,851
Westpoint Stevens, Inc. Class A (a)  293,000  6,263
  15,716
TOTAL DURABLES   21,638
ENERGY - 0.7%
ENERGY SERVICES - 0.4%
Global Industries Ltd. (a)  117,400  2,347
Newpark Resources, Inc. (a)  115,000  2,070
Noble Drilling Corp. (a)  185,000  1,203
Offshore Logistics, Inc. (a)  154,950  2,034
Pride Petroleum Services, Inc. (a)  166,600  1,291
Tuboscope Vetco Corp. (a)  100,000  600
  9,545
OIL & GAS - 0.3%
Chesapeake Energy Corp. (a)  80,000  1,830
Coda Energy, Inc. (a)  296,700  1,891
Crystal Oil Company  10,400  333
Flores & Rucks, Inc. (a)  100,000  1,200
TransTexas Gas Corp. (a)  50,000  744
  5,998
TOTAL ENERGY   15,543
FINANCE - 8.0%
BANKS - 4.6%
Bank of New Hampshire Corp.   110,000  3,053
BanPonce Corp.   301,761  10,863
Boatmen's Bancshares, Inc.   187,100  6,806
CCB Financial Corp.   52,800  2,363
Central Fidelity Banks, Inc.   25,000  794
Commerce Bancorp, Inc.   100,000  2,100
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Dauphin Deposit Corp.   39,900 $ 1,067
Deposit Guaranty Corp.   25,000  975
Fifth Third Bancorp  270,300  15,406
First American Corp.   76,217  2,972
First Commerce Bancshares, Inc.   115,600  1,965
First Commerce Bancshares, Inc. Class B  445,900  6,020
First Commerce Corp.   50,530  1,541
First Security Corp.   25,000  694
Fleet Financial Group, Inc.   100,000  3,563
HUBCO, Inc.   32,470  576
Hancock Holding Co.   50,000  1,600
Liberty Bancorporation, Inc.   69,700  2,440
Meridian Bancorp, Inc.   102,391  3,942
Northern Trust Corp.   167,850  6,693
Peoples Heritage Financial Group, Inc.   150,000  2,794
Regions Financial Corp.   98,200  3,781
Southern National Corp.   112,311  2,695
Trans Financial Bancorp, Inc.   60,000  945
Union Bank of San Francisco   32,000  1,412
Union Planters Corp.   20,549  583
West One Bancorp  30,000  1,103
Whitney Holding Corp.   57,000  1,724
Zions Bancorporation  132,200  7,073
  97,543
CREDIT & OTHER FINANCE - 0.2%
Greenpoint Financial Corp.   105,500  2,545
IBS Financial Corp.   100,000  1,463
Jayhawk Acceptance Corp.   3,000  30
  4,038
INSURANCE - 1.3%
Allied Group, Inc.   148,500  4,492
Berkley (W.R.) Corp.   105,360  4,043
Commerce Group, Inc.   104,100  1,887
HealthCare COMPARE Corp. (a)  116,700  3,968
Mid Ocean Ltd.   60,000  1,995
NAC Re Corp.   78,400  2,881
SAFECO Corp.   146,300  8,559
  27,825
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
SAVINGS & LOANS - 1.7%
Astoria Financial Corp. (a)  68,100 $ 2,554
Charter One Financial Corp.   272,900  7,061
Collective Bancorp, Inc.   182,800  4,136
Commercial Federal Corp. (a)  158,700  5,019
First Financial Corp. of Wisconsin  100,000  1,775
Glendale Federal Bank Federal Savings Bank (a)  100,000  1,375
Long Island Bancorp, Inc.   150,000  3,130
Quaker City Bancorp (a)  97,600  1,232
Springfield Institution for Savings (a)  64,000  896
Standard Financial, Inc. (a)  50,000  669
WFS BanCorp, Inc.   35,000  683
Washington Federal, Inc.   120,000  2,610
Washington Mutual, Inc.   164,000  3,916
  35,056
SECURITIES INDUSTRY - 0.2%
Eaton Vance Corp.   50,000  1,550
Quick & Reilly Group, Inc. (The)  50,000  1,925
  3,475
TOTAL FINANCE   167,937
HEALTH - 8.3%
DRUGS & PHARMACEUTICALS - 3.8%
Amgen, Inc. (a)  209,200  17,808
Amylin Pharmaceuticals, Inc. (a)  200,000  1,475
Biochem Pharmaceuticals, Inc. (a)  26,900  666
Biogen, Inc. (a)  189,800  8,731
Cell Genesys, Inc. (a)  191,000  1,146
Centocor, Inc. (a)  101,500  1,294
Cygnus Therapeutics Systems (a)  114,800  1,593
Dura Pharmaceuticals, Inc. (a)  225,000  5,794
Genetics Institute, Inc. depositary share (a)  60,000  2,265
Genzyme Corp.   120,000  5,910
Genzyme Corp.-Tissue Repair (a)  30,000  345
Immunex Corp. (a)  99,100  1,387
Inhale Therapeutic Systems (a)  100,000  800
IVAX Corp.   128,546  3,101
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Natures Sunshine Products, Inc.   73,200 $ 1,373
Protein Design Labs, Inc. (a)  135,600  2,170
Sepracor, Inc. (a)  610,900  9,087
Sigma Aldrich Corp.   140,000  7,035
Somatix Therapy Corp. (a)  238,900  1,433
Telor Ophthalmic Pharmaceuticals, Inc. (a)(b)  500,000  1,000
Univax Biologics, Inc. (a)  41,300  299
Vertex Pharmaceuticals, Inc. (a)  120,900  2,040
Watson Pharmaceuticals, Inc. (a)  116,500  4,194
  80,946
MEDICAL EQUIPMENT & SUPPLIES - 2.8%
ATS Medical, Inc. (a)  100,000  900
ADAC Laboratories   150,000  2,006
Advanced Technology Laboratories, Inc. (a)  142,200  2,453
American Medical Electronics, Inc. (a)  150,000  1,463
Baxter International, Inc.   126,600  4,716
Benson Eyecare Corp. (a)  100,000  850
Biomet, Inc. (a)  105,000  1,601
Circon Corp. (a)  99,700  2,031
Isolyser, Inc. (a)  100,000  3,575
Medisense, Inc. (a)  300,100  6,940
Nellcor, Inc. (a)  201,300  10,568
St. Jude Medical, Inc.   73,500  4,024
Spacelabs Medical, Inc. (a)  100,000  2,494
Thermo Cardiosystems, Inc. (a)  200,000  7,700
U.S. Surgical Corp.   50,000  1,200
Utah Medical Products, Inc. (a)  122,000  1,861
Vital Signs, Inc.   191,400  3,792
  58,174
MEDICAL FACILITIES MANAGEMENT - 1.7%
Advantage Health Corp. (a)  100,600  3,043
Apria Healthcare Group, Inc. (a)  143,280  4,657
Coventry Corp. (a)  100,000  1,600
FHP International Corp. (a)  100,000  2,625
Health Management, Inc. (a)  100,000  1,363
Lincare Holdings, Inc. (a)  160,940  5,591
Maxicare Health Plans, Inc. (a)  242,000  3,857
Oxford Health Plans, Inc. (a)  50,900  2,628
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - CONTINUED
Renal Treatment Centers, Inc. (a)  100,000 $ 2,575
Rotech Medical Corp. (a)  60,000  1,755
U.S. Healthcare, Inc.   224,700  7,106
  36,800
TOTAL HEALTH   175,920
HOLDING COMPANIES - 0.1%
Nolato AB Class B Free shares  296,500  2,556
INDUSTRIAL MACHINERY & EQUIPMENT - 3.6%
ELECTRICAL EQUIPMENT - 1.0%
Adtran, Inc. (a)  112,000  4,116
American Power Conversion Corp. (a)  75,000  1,406
California Microwave Corp. (a)  100,000  2,600
Glenayre Technologies, Inc.   153,900  9,619
Spectrum Control, Inc. (a)  250,000  719
Telular Corp. (a)  100,000  1,750
VWR Corp.   71,800  700
  20,910
INDUSTRIAL MACHINERY & EQUIPMENT - 1.8%
BWIP Holdings, Inc. Class A  440,000  8,360
Brenco, Inc.   108,000  1,080
Duriron Co., Inc.   330,000  8,414
Enerflex Systems Ltd.   118,100  1,385
Goulds Pumps, Inc.   219,300  4,825
Greenfield Industries, Inc.   148,200  4,335
Ionics, Inc. (a)  60,000  2,288
NN Ball & Roller, Inc.   232,150  4,585
Park Ohio Industries, Inc. (a)  161,063  2,416
  37,688
POLLUTION CONTROL - 0.8%
Continental Waste Industries, Inc. (a)  71,900  953
Safety Kleen Corp.   100,000  1,563
TETRA Technologies, Inc. (a)  100,000  1,200
United Waste Systems, Inc. (a)  70,200  2,650
WMX Technologies, Inc.   375,000  11,718
  18,084
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   76,682
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - 6.1%
BROADCASTING - 2.8%
ACS Enterprises, Inc. (a)  99,400 $ 1,814
American Telecasting, Inc. (a)  123,100  1,508
Citicasters, Inc. (a)  150,000  4,988
Evergreen Media Corp. Class A (a)  54,200  1,789
Heftel Broadcasting Corp. Class A (a)  100,000  1,875
Infinity Broadcasting Corp. (a)  91,950  3,402
Lin Television Corp. (a)  37,500  1,416
People's Choice TV Corp. (a)  65,100  1,611
Sinclair Broadcast Group, Inc. Class A (a)  3,000  92
TCA Cable TV, Inc.   185,000  5,504
Tele-Communications, Inc. Class A (a)  788,600  19,713
Telewest Communications PLC (a)  1,449,000  3,630
Valuevision International, Inc. (a)  116,100  682
Viacom, Inc. (a):
Class A   100,000  5,088
 Class B (non-vtg.)   100,000  5,075
  58,187
ENTERTAINMENT - 0.6%
American Classic Voyages Co.   146,800  1,707
Casino America, Inc. (a)  150,000  2,231
Livent, Inc. (a)  280,300  3,159
Players International, Inc. (a)  208,950  4,571
  11,668
LEISURE DURABLES & TOYS - 0.2%
Arctco, Inc.   358,350  4,166
LODGING & GAMING - 0.3%
Harrah's Entertainment, Inc.   50,000  1,344
International Game Technology Corp.   100,000  1,450
President Casinos, Inc. (a)  104,100  423
Promus Hotel Corp. (a)  25,000  616
Showboat, Inc.   100,000  2,162
Station Casinos, Inc. (a)  46,700  870
  6,865
PUBLISHING - 0.2%
News Corp. Ltd. ADR  100,000  2,363
Scholastic Corp. (a)  40,000  2,630
  4,993
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - 2.0%
Apple South, Inc.   170,000 $ 3,634
Applebee's International, Inc.   26,700  754
Bertucci's, Inc. (a)  118,800  757
Buffets, Inc. (a)  165,000  2,331
Cheesecake Factory, Inc. (a)  87,500  2,341
Cracker Barrel Old Country Store, Inc.   100,000  2,100
IHOP Corp. (a)  125,300  3,602
Landry's Seafood Restaurants, Inc. (a)  47,200  882
Longhorn Steaks, Inc. (a)  172,600  2,869
O Charleys, Inc.   50,000  681
Outback Steakhouse, Inc. (a)  301,800  10,525
Papa John's International, Inc. (a)  50,000  2,075
Starbucks Corp. (a)  225,000  8,409
Taco Cabana, Inc. (a)  85,000  531
  41,491
TOTAL MEDIA & LEISURE   127,370
NONDURABLES - 0.9%
AGRICULTURE - 0.4%
Delta & Pine Land Co.   126,200  3,770
Kanthal AB Class B Free shares  225,200  4,170
  7,940
BEVERAGES - 0.1%
LVMH   8,250  1,551
FOODS - 0.3%
Flagstar Companies, Inc. (a)  175,000  984
Tyson Foods, Inc.   274,600  6,814
  7,798
HOUSEHOLD PRODUCTS - 0.1%
Helen of Troy Corp. (a)  54,600  1,146
TOTAL NONDURABLES   18,435
PRECIOUS METALS - 0.0%
Firstmiss Gold, Inc. (a)  50,000  1,050
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - 5.3%
APPAREL STORES - 0.9%
Baby Superstore, Inc. (a)  130,000 $ 6,208
Baker (J.), Inc.   170,000  1,668
Cato Corp. Class A  200,000  1,575
Gymboree Corp. (a)  170,000  5,248
Ross Stores, Inc.   135,400  1,650
Sportmart, Inc. Class A (non-vtg) (a)  63,300  459
Urban Outfitters, Inc. (a)  97,300  2,068
  18,876
GENERAL MERCHANDISE STORES - 1.3%
Bradlees, Inc.   131,000  229
Casey's General Stores, Inc.   242,500  4,880
Dollar Tree Stores (a)  114,000  3,449
Freds, Inc. Class A  228,200  2,282
K Mart Corp.   100,000  1,575
Lechters, Inc. (a)  100,000  1,331
Michaels Stores, Inc. (a)  110,000  2,613
Price/Costco, Inc. (a)  297,400  5,335
Proffitts, Inc. (a)  150,000  5,137
Younkers, Inc. (a)  50,000  900
  27,731
GROCERY STORES - 0.8%
Food Lion, Inc.:
Class A  300,000  1,725
 Class B  115,000  661
Quality Food Centers, Inc.   39,257  1,040
Richfood Holdings, Inc. Class A  265,000  6,160
Stop & Shop Companies, Inc. (a)  150,000  4,088
Vons Companies, Inc. (a)  152,700  3,398
Whole Foods Market, Inc. (a)  50,000  763
  17,835
RETAIL & WHOLESALE, MISCELLANEOUS - 2.3%
Bed Bath & Beyond, Inc. (a)  240,600  7,459
Cameron Ashley, Inc. (a)  278,000  3,684
Corporate Express (a)  57,000  1,446
Futures Shops Ltd. (a)  211,400  2,828
Global Directmail Corp. (a)  17,000  425
Good Guys, Inc. (a)  155,800  2,064
Hechinger Co. Class A  100,000  663
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Micro Warehouse, Inc. (a)  114,300 $ 5,572
Rex Stores Corp. (a)  70,800  1,168
Sodak Gaming, Inc. (a)  135,000  2,464
Spiegel, Inc. Class A  191,200  2,390
Sun Television & Appliances, Inc.   200,000  1,438
Sunglass Hut International, Inc. (a)  102,500  4,151
Viking Office Products, Inc. (a)  120,000  4,230
Wickes Lumber Co. (a)  97,800  1,320
Williams-Sonoma, Inc. (a)  225,000  4,725
Zale Corp. (a)  100,000  1,425
  47,452
TOTAL RETAIL & WHOLESALE   111,894
SERVICES - 1.4%
LEASING & RENTAL - 0.7%
Danka Business Systems PLC sponsored ADR  15,000  448
Hollywood Entertainment Corp. (a)  306,600  8,585
Movie Gallery, Inc. (a)  120,400  4,605
  13,638
PRINTING - 0.1%
Valassis Communications, Inc. (a)  150,000  2,138
SERVICES - 0.6%
Borg Warner Security Corp. (a)  383,200  3,353
ThermoLase Corp. (a)  220,000  4,648
U.S. Delivery Systems, Inc. (a)  100,000  3,100
Zebra Technologies Corp. Class A (a)  32,500  2,039
  13,140
TOTAL SERVICES   28,916
TECHNOLOGY - 42.4%
COMMUNICATIONS EQUIPMENT - 6.5%
ADC Telecommunications, Inc. (a)  215,000  8,331
Active Voice Corp. (a)  100,800  2,911
Brite Voice Systems, Inc. (a)  120,600  2,683
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMMUNICATIONS EQUIPMENT - CONTINUED
Broadband Technologies, Inc. (a)  50,000 $ 1,275
Centigram Communications Corp. (a)  150,000  2,288
Cisco Systems, Inc. (a)  239,400  13,347
Coherent Communications Systems Corp. (a)  37,200  744
DSC Communications Corp. (a)  180,500  9,702
DSP Communications, Inc. (a)  100,000  2,525
Dialogic Corp. (a)  138,300  3,423
Digital Systems International, Inc. (a)  283,700  3,085
Dynatech Corp. (a)  289,000  5,925
Ericsson (L.M.) Telephone Co. Class B ADR  882,400  16,435
General Instrument Corp. (a)  67,600  2,493
InterVoice, Inc. (a)  150,000  3,375
Network Equipment Technologies (a)  70,000  2,118
Network General Corp. (a)  76,600  2,604
Nokia Corp. AB sponsored ADR  120,000  7,890
Northern Telecom Ltd.   100,000  3,785
Octel Communications Corp. (a)  260,000  10,043
Telco Systems, Inc. (a)  150,000  1,931
3Com Corp. (a)  279,800  20,720
U.S. Robotics Corp.   61,651  8,970
  136,603
COMPUTER SERVICES & SOFTWARE - 16.5%
Adobe Systems, Inc.   100,000  6,175
America Online, Inc. (a)  50,000  2,756
American Business Information, Inc. (a)  125,000  3,859
American Management Systems, Inc. (a)  50,000  1,256
BDM International, Inc. (a)  1,600  39
Bisys Group, Inc. (The) (a)  181,075  4,346
Black Box Corp. (a)  307,500  4,651
Boole & Babbage, Inc. (a)  90,300  2,732
Broderbund Software, Inc. (a)  34,200  2,462
Cerner Corp. (a)  50,000  3,081
Cognos, Inc. (a)  53,400  1,649
CompUSA, Inc. (a)  519,900  18,002
Datastream Systems, Inc. (a)  15,000  450
Dendrite International Corp. (a)  2,000  33
Frame Technology Corp. (a)  122,000  3,828
General Magic, Inc. (a)  98,200  1,645
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
HBO & Co.   170,000 $ 9,393
Hummingbird Communications Ltd. (a)  100,000  3,372
Informix Corp. (a)  418,000  12,383
Integrated Systems, Inc. (a)  27,300  741
Intelligent Electronics, Inc.   100,000  1,350
Intersolv, Inc. (a)  44,300  1,102
Legato Systems, Inc. (a)  1,000  27
McAfee Associates, Inc. (a)  180,700  6,867
Medic Computer Systems, Inc. (a)  110,000  4,895
Mentor Graphics Corp. (a)  100,000  1,850
Mercury Interactive Group Corp. (a)  175,300  4,383
Microsoft Corp. (a)  1,213,200  109,791
MicroAge, Inc. (a)  100,500  1,319
Novell, Inc. (a)  901,100  16,332
Oracle Systems Corp. (a)  747,350  31,295
Parametric Technology Corp. (a)  104,980  5,905
Peoplesoft, Inc. (a)  57,000  4,076
Platinum Technology, Inc. (a)  67,500  1,671
Policy Management Systems Corp. (a)  100,000  5,363
Reuters Holdings PLC ADR Class B  100,000  5,038
SPSS, Inc. (a)  136,200  2,349
Santa Cruz Operation, Inc. (a)  74,700  495
Seer Technologies, Inc. (a)  1,500  32
Shared Medical Systems Corp.   50,000  2,081
Sierra On-Line, Inc. (a)  232,000  8,468
Softdesk, Inc. (a)  171,700  4,443
Softkey International, Inc. (a)  200,000  8,675
Spectrum Holobyte, Inc. (a)  94,200  1,666
Stratacom, Inc. (a)  60,000  3,255
SunGard Data Systems, Inc. (a)  285,200  8,271
Sybase, Inc. (a)  48,000  1,572
Symantec Corp. (a)  699,800  19,070
Systems & Computer Technology Corp. (a)  100,000  2,675
  347,169
COMPUTERS & OFFICE EQUIPMENT - 8.3%
AST Research, Inc. (a)  690,000  10,609
ADAPTEC, Inc. (a)  142,500  6,092
Apple Computer, Inc.   668,200  30,069
Bay Networks, Inc. (a)  170,000  7,629
Canon, Inc.   500,000  9,053
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Comverse Technology, Inc. (a)  229,000 $ 4,208
Discreet Logic, Inc. (a)  2,000  84
Encad, Inc. (a)  185,000  4,903
Filenet Corp. (a)  289,900  12,719
Gateway 2000, Inc. (a)  194,600  5,619
Hutchinson Technology, Inc.   100,000  8,000
Itron, Inc. (a)  125,000  2,875
Maxtor Corp. (a)  165,000  701
Merisel, Inc. (a)  165,000  1,114
Micom Communication Corp. (a)  72,533  607
Norand Corp. (a)  126,300  5,936
PSC, Inc. (a)  150,000  2,100
Plannar Systems, Inc. (a)  100,000  2,100
Radius, Inc. (a)  250,000  2,438
Silicon Graphics, Inc. (a)  60,500  2,541
Sun Microsystems, Inc. (a)  664,500  31,979
Tech Data Corp. (a)  355,500  4,888
Wang Laboratories, Inc. (a)  1,000,100  18,752
  175,016
ELECTRONIC INSTRUMENTS - 1.4%
Analogic Corp.   168,500  3,202
Applied Materials, Inc. (a)  92,800  9,603
KLA Instruments Corp. (a)  57,900  5,023
Sensonor AS (a)  200,000  1,628
Silicon Valley Group, Inc. (a)  180,000  8,393
Wandel & Goltermann Technologies, Inc. (a)  140,000  1,575
  29,424
ELECTRONICS - 9.7%
Advanced Micro Devices, Inc.   53,500  1,745
Allgon AB Class B Free shares  200,000  4,777
Altera Corp. (a)  231,200  12,933
C-Cube Microsystems, Inc. (a)  225,000  7,875
Cascade Communications Corp. (a)  15,000  761
DH Technology, Inc. (a)  77,500  2,093
Information Storage Devices (a)  62,100  1,568
Intel Corp.   1,992,800  129,532
Kemet Corp. (a)  35,000  2,266
Linear Technology Corp.   124,300  9,633
MEMC Electronic Materials, Inc. (a)  9,000  271
Maxim Integrated Products, Inc. (a)  125,200  7,402
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Microchip Technology, Inc. (a)  32,650 $ 1,257
Micron Technology, Inc.   30,000  1,882
Molex, Inc.   168,750  7,172
OnTrak Systems, Inc. (a)  1,500  44
Paradigm Technology, Inc. (a)  1,100  33
Robinson Nugent, Inc. (b)  281,500  2,604
Sanmina Corp. (a)  8,700  418
Sierra Semiconductor Corp. (a)  45,000  2,003
Smartflex Systems  5,000  60
Tencor Instruments (a)  52,800  2,323
VLSI Technology, Inc. (a)  100,000  2,963
Xilinx, Inc. (a)  11,200  1,343
Zilog, Inc. (a)  26,300  1,210
  204,168
TOTAL TECHNOLOGY   892,380
TRANSPORTATION - 4.1%
AIR TRANSPORTATION - 2.1%
AMR Corp. (a)  37,100  2,783
Delta Air Lines, Inc.   100,000  7,925
Mesa Airlines, Inc. (a)  25,300  275
Northwest Airlines Corp. Class A (a)  405,000  15,542
SkyWest, Inc.   220,000  4,455
ValuJet Airlines (a)  384,200  11,862
  42,842
RAILROADS - 0.7%
Wisconsin Central Transportation Corp. (a)  235,600  14,960
TRUCKING & FREIGHT - 1.3%
Air Express International Corp.   37,900  952
Arkansas Best Corp.   45,600  564
Arnold Industries, Inc.   102,500  1,871
Builders Transport, Inc. (a)  181,200  2,265
Hunt (J.B.) Transport Services Inc.   164,000  2,829
Landair Services, Inc. (a)  219,100  3,396
Landstar System, Inc. (a)  152,100  4,563
Mark VII, Inc. (a)  160,900  2,836
Roadway Services, Inc.   58,000  2,929
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - CONTINUED
TNT Freightways Corp.   219,300 $ 4,825
Werner Enterprises, Inc.   40,000  790
  27,820
TOTAL TRANSPORTATION   85,622
UTILITIES - 4.1%
CELLULAR - 1.5%
A Plus Communications, Inc. (a)  122,000  1,617
Arch Communications Group, Inc. (a)  52,000  1,385
Cellular Communications, Inc. Series A (redeemable) (a)  146,400  7,610
Cellular Communications Puerto Rico, Inc. (a)  50,000  1,550
International Cabletel, Inc. (a)  81,900  2,795
Mobile Telecommunications Technologies, Inc. (a)  128,600  3,971
Mobilemedia Corp. (a)  8,000  202
Nextel Communications, Inc. Class A (a)  50,000  969
Paging Network, Inc. (a)  35,000  1,383
Palmer Wireless, Inc. (a)  153,400  3,183
QUALCOMM, Inc. (a)  80,000  3,420
Rogers Cantel Mobile Communications, Inc. 
Class B (non-vtg.) (a)  33,800  790
Vanguard Cellular Systems, Inc. Class A (a)  146,700  3,888
  32,763
TELEPHONE SERVICES - 2.6%
ALC Communications Corp. (a)   50,000  2,644
Incomnet, Inc. (a)  100,000  2,175
LCI International, Inc. (a)  127,700  4,374
MCI Communications Corp.   832,400  19,977
MFS Communications, Inc. (a)  165,000  6,188
U.S. Long Distance Corp. (a)  399,200  6,836
WorldCom, Inc. (a)  411,087  12,281
  54,475
TOTAL UTILITIES   87,238
TOTAL COMMON STOCKS
(Cost $1,369,623)   1,898,060
NONCONVERTIBLE PREFERRED STOCKS - 0.2%
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - 0.2%
COMPUTER SERVICES & SOFTWARE - 0.2%
SAP AG (Cost $2,047)  2,500 $ 4,049
NONCONVERTIBLE BONDS - 0.2%
 MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) AMOUNT (B) (000S) (000S)
UTILITIES - 0.2%
CELLULAR - 0.2%
Nextel Communications, Inc. 0%, 
8/15/04 (c) (Cost $3,516)  B3 $ 7,125  3,732
REPURCHASE AGREEMENTS - 9.6%
 MATURITY 
 AMOUNT (000S) 
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 5.82%
dated 7/31/95 due 8/1/95  $ 202,015  201,982
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,577,168)  $ 2,107,823
LEGEND
1. Non-income producing
2. Affiliated company (see Note 7 of Notes to Financial Statements).
3. Debt obligation initially issued in zero coupon form which converts to
coupon form at a specified rate and date.
INCOME TAX INFORMATION
At July 31, 1995, the aggregate cost of investment securities for income
tax purposes was $1,581,434,000. Net unrealized appreciation aggregated
$526,389,000, of which $569,480,000 related to appreciated investment
securities and $43,091,000 related to depreciated investment securities. 
The fund hereby designates $6,241,000 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, 1995                             
 
ASSETS                                                                                    
 
Investment in securities, at value (including repurchase                    $ 2,107,823   
agreements of $201,982) (cost $1,577,168) - See                                           
accompanying schedule                                                                     
 
Cash                                                                         1            
 
Receivable for investments sold                                              10,887       
 
Receivable for fund shares sold                                              13,986       
 
Dividends receivable                                                         368          
 
Other receivables                                                            1,100        
 
 TOTAL ASSETS                                                                2,134,165    
 
LIABILITIES                                                                               
 
Payable for investments purchased                                $ 14,752                 
 
Payable for fund shares redeemed                                  7,887                   
 
Accrued management fee                                            894                     
 
Other payables and accrued expenses                               554                     
 
 TOTAL LIABILITIES                                                           24,087       
 
NET ASSETS                                                                  $ 2,110,078   
 
Net Assets consist of:                                                                    
 
Paid in capital                                                             $ 1,533,045   
 
Accumulated undistributed net realized gain (loss) on                        46,379       
investments and foreign currency transactions                                             
 
Net unrealized appreciation (depreciation) on                                530,654      
investments and assets and liabilities in foreign                                         
currencies                                                                                
 
NET ASSETS, for 67,863 shares outstanding                                   $ 2,110,078   
 
NET ASSET VALUE and redemption price per share                               $31.09       
($2,110,078 (divided by) 67,863 shares)                                                   
 
Maximum offering price per share (100/97.00 of $31.09)                       $32.05       
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                           <C>        <C>         
AMOUNTS IN THOUSANDS  YEAR ENDED JULY 31, 1995                                       
 
INVESTMENT INCOME                                                        $ 7,969     
Dividends (including $92 received from affiliated issuers)                           
 
Interest                                                                  9,476      
 
 TOTAL INCOME                                                             17,445     
 
EXPENSES                                                                             
 
Management fee                                                $ 10,041               
Basic fee                                                                            
 
 Performance adjustment                                        (2,430)               
 
Transfer agent fees                                            3,711                 
 
Accounting fees and expenses                                   606                   
 
Non-interested trustees' compensation                          24                    
 
Custodian fees and expenses                                    68                    
 
Registration fees                                              131                   
 
Audit                                                          77                    
 
Legal                                                          8                     
 
Interest                                                       3                     
 
Reports to shareholders                                        4                     
 
Miscellaneous                                                  12                    
 
 Total expenses before reductions                              12,255                
 
 Expense reductions                                            (20)       12,235     
 
NET INVESTMENT INCOME                                                     5,210      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                  
Net realized gain (loss) on:                                                         
 
 Investment securities (including realized gain of $1,587      60,332                
on sales of investments in affiliated issuers)                                       
 
 Foreign currency transactions                                 (121)      60,211     
 
Change in net unrealized appreciation (depreciation) on:                             
 
 Investment securities                                         493,274               
 
 Assets and liabilities in foreign currencies                  (1)        493,273    
 
NET GAIN (LOSS)                                                           553,484    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                          $ 558,694   
FROM OPERATIONS                                                                      
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                      <C>           <C>           
AMOUNTS IN THOUSANDS                                     YEAR ENDED    YEAR ENDED    
                                                         JULY 31,      JULY 31,      
                                                         1995          1994          
 
INCREASE (DECREASE) IN NET ASSETS                                                    
 
Operations                                               $ 5,210       $ 6,204       
Net investment income                                                                
 
 Net realized gain (loss)                                 60,211        72,014       
 
 Change in net unrealized appreciation (depreciation)     493,273       (82,465)     
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          558,694       (4,247)      
FROM OPERATIONS                                                                      
 
Distributions to shareholders                             (5,090)       (6,136)      
From net investment income                                                           
 
 From net realized gain                                   (6,456)       (169,881)    
 
 TOTAL DISTRIBUTIONS                                      (11,546)      (176,017)    
 
Share transactions                                        1,283,245     622,732      
Net proceeds from sales of shares                                                    
 
 Reinvestment of distributions                            11,034        169,434      
 
 Cost of shares redeemed                                  (961,208)     (709,063)    
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          333,071       83,103       
FROM SHARE TRANSACTIONS                                                              
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 880,219       (97,161)     
 
NET ASSETS                                                                           
 
 Beginning of period                                      1,229,859     1,327,020    
 
 End of period.                                          $ 2,110,078   $ 1,229,859   
 
OTHER INFORMATION                                                                    
Shares                                                                               
 
 Sold                                                     50,478        25,273       
 
 Issued in reinvestment of distributions                  495           7,025        
 
 Redeemed                                                 (37,963)      (28,688)     
 
 Net increase (decrease)                                  13,010        3,610        
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                  <C>                    <C>       <C>       <C>       <C>       
                                                                     YEARS ENDED JULY 31,                                           
 
                                                                     1995                   1994 C    1993      1992      1991      
 
SELECTED PER-SHARE DATA                                              
 
Net asset value, beginning                                           $ 22.42                $ 25.90   $ 24.65   $ 24.28   $ 20.42   
of period                                                            
 
Income from Investment                                               
Operations                                                           
 
 Net investment income                                               .09                    .12       .06       .08       .19      
 
 Net realized and unrealized                                         8.79                   (.08)     3.68      2.92      4.30     
 gain (loss)                                                         
 
 Total from investment operations                                    8.88                   .04       3.74      3.00      4.49     
 
Less Distributions                                                   (.09)                  (.12)     (.25)     (.12)     (.05)    
From net investment income                                           
 
 From net realized gain                                              (.12)                  (3.40)    (2.24)    (2.51)    (.58)    
 
 Total distributions                                                 (.21)                  (3.52)    (2.49)    (2.63)    (.63)    
 
Net asset value, end of period                                       $ 31.09                $ 22.42   $ 25.90   $ 24.65   $ 24.28   
 
TOTAL RETURN A, B                                                    39.98%                 (.36)     16.67%    13.30%    23.03%   
                                                                                            %                                       
 
RATIOS AND SUPPLEMENTAL DATA                                         
 
Net assets, end of period                                            $ 2,110                $ 1,230   $ 1,327   $ 1,037   $ 864     
(in millions)                                                        
 
Ratio of expenses to average                                         .81%                   .88%      1.08%     1.17%     1.29%    
net assets                                                           
 
Ratio of expenses to average                                         .82%                   .89%      1.08%     1.17%     1.29%    
net assets before expense                                            
reductions                                                           
 
Ratio of net investment income                                       .35%                   .48%      .53%      .59%      1.00%    
to average net assets                                                
 
Portfolio turnover rate                                              62%                    222%      213%      245%      198%     
 
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 EFFECTIVE AUGUST 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2, "DETERMINATION,      
DISCLOSURE, AND FINANCIAL STATEMENT PRESENTION OF                                             
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES." AS A      
RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO  
TAX DIFFERENCES.                                                                                 
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1995
 
 
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 of their purchase date 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.
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. The effects of changes in foreign
currency exchange rates on investments in securities 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 substantially 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 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.
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, which may result in distribution
reclassifications, are primarily due to differing treatments for foreign
currency transactions and losses deferred due to wash sales.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Accumulated undistributed net realized gain
(loss) on investments and foreign currency transactions may include
temporary book and tax basis differences that 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.
2. OPERATING POLICIES.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (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.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal  to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. The fund's investment adviser, FMR, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $1,233,145,000 and $838,755,000, 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 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
ranged from .2700% to .5200% for the period. 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 36-month period (the most recent plus the
previous 35 months). For the period, the management fee was equivalent to
an annual rate of .51% of average net assets after the performance
adjustment.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $480,000 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.
During the period August 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives
account fees and asset-based fees that vary according to account size 
and type of account. 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 $102,000 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 $7,109,000 and $6,949,000,
respectively. The weighted average interest rate was 5.17%.
6. 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
$20,000 under this arrangement.
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 during the period with
companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS
 PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
ATS Automation   $ - $ 1,205 $ - $ -
Cameron Ashley, Inc. (a)   45  -  -  -
Commerce Bank   -  1,952  -  -
Conservative Savings Corp.   -  713  8  -
Robinson Nugent, Inc.   -  188  36  2,604
Schnitzer Steel, Inc. Class A   -  5,584  48  -
Telor Ophthalmic
 Pharmaceutical Care, Inc. (a)   -  -  -  1,000
TOTALS  $ 45 $ 9,642 $ 92 $ 3,604
(a) Non-income producing.
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, 1995, 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, 1995 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, 1995,
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.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 1,1995
DISTRIBUTIONS
 
 
A total of 34.32% 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.
A total of 56% of the dividends distributed during the fiscal year
qualifies for the dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January 1996 of these percentages for
use in preparing 1995 income tax returns.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call -
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios(registered trademark).
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. 
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
29155 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the 
 Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
1903 East Ninth Street
Cleveland, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
2701 Drexel Drive
Houston, TX
1010 Lamar Street
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
215 South State Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
511 Pine Street
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
 
 
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
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
 Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock 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



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