FIDELITY SECURITIES FUND, N-30D, 1996-03-14

FIDELITY SECURITIES FUND
N-30D, 1996-03-14

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FIDELITY

(REGISTERED TRADEMARK)
GROWTH & INCOME
PORTFOLIO
SEMIANNUAL REPORT
JANUARY 31, 1996
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 25 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 29 Notes to the financial statements.

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,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
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 the markets were fairly positive in 1995, no one can predict what
lies ahead for investors. The previous 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. 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). Effective October 20, 1995, the
fund's 3% sales charge was eliminated. If this sales charge had been taken
into account, total returns would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1996 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS

Growth & Income 16.53% 38.25% 147.89% 442.52%

S&P 500(registered trademark) 14.54% 38.66% 113.54% 311.87%

Growth & Income Funds Average 11.28% 32.47% 100.70% 237.40%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one, five, or 10 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 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 growth & income funds average, which reflects the performance of 498
growth & income funds with similar objectives tracked by Lipper Analytical
Services over the past six months. Both benchmarks include reinvested
dividends and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1996 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Growth & Income 38.25% 19.91% 18.42%

S&P 500(registered trademark) 38.66% 16.38% 15.20%

Growth & Income Funds Average 32.47% 14.82% 12.80%

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
Growth & IncomeStandard & Poor
01/31/86 10000.00 10000.00
02/28/86 10955.53 10748.00
03/31/86 12270.58 11347.74
04/30/86 12384.11 11219.51
05/31/86 12781.46 11816.39
06/30/86 13112.58 12016.08
07/31/86 12544.34 11344.38
08/31/86 13218.56 12186.14
09/30/86 12373.41 11178.34
10/31/86 12973.25 11823.33
11/30/86 13011.38 12110.64
12/31/86 12763.28 11801.82
01/31/87 14304.84 13391.53
02/28/87 14984.65 13920.49
03/31/87 15434.67 14322.79
04/30/87 15416.12 14195.32
05/31/87 15473.89 14318.82
06/30/87 16042.00 15041.92
07/31/87 16931.45 15804.55
08/31/87 17271.24 16394.05
09/30/87 17135.32 16035.03
10/31/87 13564.98 12581.08
11/30/87 12839.98 11544.40
12/31/87 13500.28 12422.93
01/31/88 14346.73 12945.93
02/29/88 15107.46 13549.21
03/31/88 14783.01 13130.54
04/30/88 15021.10 13276.29
05/31/88 15215.89 13391.80
06/30/88 15919.23 14006.48
07/31/88 15908.30 13953.26
08/31/88 15722.56 13478.84
09/30/88 16291.96 14053.04
10/31/88 16611.85 14443.72
11/30/88 16369.18 14237.17
12/31/88 16602.31 14486.32
01/31/89 17642.05 15546.72
02/28/89 17451.99 15159.61
03/31/89 17991.33 15512.83
04/30/89 18758.36 16317.94
05/31/89 19638.18 16978.82
06/30/89 19773.18 16882.04
07/31/89 21103.52 18406.49
08/31/89 21558.34 18767.26
09/30/89 21442.57 18690.31
10/31/89 20765.06 18256.70
11/30/89 21109.76 18629.13
12/31/89 21516.85 19076.23
01/31/90 20389.00 17796.22
02/28/90 20702.29 18025.79
03/31/90 21065.92 18503.47
04/30/90 20522.53 18040.88
05/31/90 22038.97 19799.87
06/30/90 21936.55 19665.23
07/31/90 21783.68 19602.30
08/31/90 19923.79 17830.25
09/30/90 18774.93 16961.92
10/31/90 18735.82 16888.98
11/30/90 19661.53 17980.01
12/31/90 20054.47 18481.66
01/31/91 21885.99 19287.46
02/28/91 23730.68 20666.51
03/31/91 25037.87 21166.64
04/30/91 25382.67 21217.44
05/31/91 26841.45 22134.03
06/30/91 25018.42 21120.29
07/31/91 26551.24 22104.50
08/31/91 27324.32 22628.37
09/30/91 27083.32 22250.48
10/31/91 27567.69 22548.64
11/30/91 26128.41 21639.93
12/31/91 28445.60 24115.53
01/31/92 29125.85 23666.99
02/29/92 29764.46 23974.66
03/31/92 29153.09 23507.15
04/30/92 29808.69 24198.26
05/31/92 29920.28 24316.83
06/30/92 29332.29 23954.51
07/31/92 29935.49 24934.25
08/31/92 29626.88 24423.10
09/30/92 29930.34 24711.29
10/31/92 30167.38 24797.78
11/30/92 31099.74 25643.39
12/31/92 31727.23 25958.80
01/31/93 32612.56 26176.85
02/28/93 32982.79 26532.86
03/31/93 34193.32 27092.70
04/30/93 34144.75 26437.06
05/31/93 34857.12 27145.57
06/30/93 35393.83 27224.29
07/31/93 35654.32 27115.40
08/31/93 37054.44 28143.07
09/30/93 37256.15 27926.37
10/31/93 37673.07 28504.44
11/30/93 36822.55 28233.65
12/31/93 37923.33 28575.28
01/31/94 39356.98 29546.84
02/28/94 38606.02 28746.12
03/31/94 36907.71 27492.79
04/30/94 37644.84 27844.70
05/31/94 37764.84 28301.35
06/30/94 37109.38 27607.97
07/31/94 38177.03 28513.51
08/31/94 39640.74 29682.56
09/30/94 39180.51 28955.34
10/31/94 39647.37 29606.83
11/30/94 38174.96 28528.55
12/31/94 38783.10 28951.63
01/31/95 39242.84 29702.35
02/28/95 40401.36 30859.85
03/31/95 41672.79 31770.52
04/30/95 42836.53 32706.16
05/31/95 44055.68 34013.43
06/30/95 44850.82 34803.56
07/31/95 46557.30 35957.65
08/31/95 46909.72 36047.90
09/30/95 48795.93 37569.12
10/31/95 48567.37 37435.00
11/30/95 50852.90 39078.40
12/31/95 52505.44 39831.05
01/31/96 54252.38 41186.90

$10,000 OVER 10 YEARS: Let's say you invested $10,000 in Fidelity Growth &
Income Portfolio on January 31, 1986. As the chart shows, by January 31,
1996, the value of your investment would have grown to $54,252 - a 442.52%
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 $41,187 - a 311.87% 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

An interview with Steven Kaye, Portfolio Manager of Fidelity Growth &
Income Portfolio
Q. STEVE, HOW HAS THE FUND PERFORMED?
A. It has done very well. For the six months ended January 31, 1996, the
fund had a total return of 16.53%, compared to an 11.28% return for the
growth and income funds average tracked by Lipper Analytical Services, and
14.54% for the Standard & Poor's Composite Index of 500 Stocks. For the 12
months ended January 31, 1996, the fund had a total return of 38.25%, while
the average growth and income fund returned 32.47% and the S&P 500 had a
total return of 38.66%.
Q. WHAT WERE THE KEYS TO THE FUND'S STRONG PERFORMANCE?
A. The fund's investments in the consumer nondurables sector - such as
food, beverage and tobacco companies - and the health care sector performed
well. These stocks attracted investor interest because they generally
sustain strong earnings growth regardless of the economic backdrop. As
evidence of an economic slowdown mounted throughout the year, investors
were attracted to these types of stocks and their prices appreciated. In
addition, some of the fund's investments in the financial sector were
strong contributors to performance, including Fannie Mae - the Federal
National Mortgage Association - American Express, Freddie Mac - the Federal
Home Loan Mortgage Corporation - and Sallie Mae - the Student Loan
Marketing Association. Sallie Mae bought back stock, reduced excess capital
and cut expenses. Finally, the fund's performance compared to the market
and other similar funds benefited from its relatively small weighting in
technology stocks. While this sector generally performed well through the
first half of 1995, it gave back some of its gains during this recent
six-month period.
Q. LET'S TAKE A LOOK AT THE FUND'S CONSUMER NONDURABLES INVESTMENTS. WHAT
SPARKED THEM TO DO WELL DURING THE PERIOD?
A. Most of the strength in the nondurables sector - especially from
large-cap, blue chip stocks such as Philip Morris and PepsiCo - came from
investors' anticipation of potential earnings disappointments in 1996. The
market shifted much of its focus to "safe" stocks - those whose earnings
growth generally remains steady regardless of the economic backdrop. Philip
Morris - the fund's largest holding during this period - posted very strong
earnings due to strong sales of its Marlboro brand and increases in
international unit sales. The company raised its dividend and bought back
stock, helping the stock price show a significant increase. PepsiCo - also
one of the fund's top 10 holdings - saw share price gains on the heels of
beating earnings expectations and a stock buy-back program.
Q. YOU ALSO MENTIONED THE BENEFITS OF THE FUND'S HEALTH CARE INVESTMENTS.
WHAT WAS THE STORY THERE?
A. Many health care stocks - especially pharmaceutical companies -
performed well over the past six months, driven by steady earnings growth
and new product development. Many of them had been undervalued for some
time, but they saw solid share price gains over the period. Examples here
included American Home Products, Pfizer, Bristol-Myers Squibb, Merck and
Johnson & Johnson. Johnson & Johnson's earnings growth was helped by a new
product called "stents." These are metal devices that hold the walls of
arteries open after angioplasty is performed to open clogged arteries. In
addition, drug store chains - which are included in the retail sector -
were solid performers, including Walgreen's and Rite Aid.
Q. WHICH STOCKS DIDN'T PERFORM AS WELL AS YOU WOULD HAVE LIKED?
A. Many retail stocks - with the exception of drug and grocery stores -
lagged during the period. This sector has been hurt for some time by
overcapacity - too many stores and too much square footage - in light of
only moderate growth in consumer spending. A weak Christmas shopping season
didn't help the situation. Wal-Mart was hurt by poor comparable store sales
- - existing stores didn't do as well compared to last year - and poor growth
in its Sam's Club division. In the basic industries sector, another
disappointment was James River, a paper manufacturer. Because its business
is perceived to be economically sensitive, this company's stock dropped
along with many other paper producers as data suggested an economic
slowdown. In addition, James River's management didn't follow through with
some expected changes, thereby hurting the stock.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. If interest rates continue the decline we've seen since the second
quarter of 1995, that could help the economy to turn around somewhat. For
the time being, the economy looks like it will have some difficulties.
We're already seeing rising commodity inventories and slumping retail
sales. While rates have come down and the economy has not gone into
recession, it's still weak. I don't foresee any turnaround until the latter
part of 1996.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

FUND FACTS
GOAL: seeks a high total
return through a
combination of current
income and capital
appreciation
START DATE: December 30,
1985
SIZE: as of January 31,
1996, more than $16 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 INVESTOR
EXPECTATIONS FOR THE
STOCK MARKET:
"Investors currently are
putting a lot of money into the
stock market. That's typical
when the market shows the
kind of strength it has
demonstrated over the past
year. At the same time, we
should see what I call a
"digestion" phase, when stock
valuations consolidate to
reflect company prospects
more accurately than they do
at the moment, as valuations
are high on an historical
basis. Investors need to
maintain the perspective that
the market has averaged 12%
annual growth over extended
periods of time, not the more
than 30% we saw last year.
"Investors are best off having
a consistent investment
program as opposed to trying
to time the market or, even
worse, getting into the market
after it's had a big run. Those
investors who experienced
the crash of 1987 and stayed
in the market probably have
experienced strong growth in
their portfolios over the past
nine years. Those who invest
with a long-term view can
benefit from the sharp
upswings we've seen lately,
and withstand the kind of
"digestion" phase the market
goes through from time to
time. Long-term investing
can reduce the risk of
chasing the market on its way
up, only to suffer when there
is a market-wide price
correction."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF JANUARY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Philip Morris Companies, Inc. 4.2 4.0

General Electric Co. 3.1 2.8

Federal National Mortgage Association 2.3 2.1

American Express Co. 1.9 2.0

British Petroleum PLC ADR 1.6 1.9

PepsiCo, Inc. 1.4 1.5

Ameritech Corp. 1.3 1.4

Loral Corp. 1.3 0.8

SBC Communications, Inc. 1.2 1.3

Lockheed Martin Corp. 1.1 1.3

TOP FIVE MARKET SECTORS AS OF JANUARY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Health 15.4 13.9

Nondurables 12.0 11.0

Finance 11.5 9.7

Utilities 7.3 7.2

Aerospace & Defense 5.8 5.8

ASSET ALLOCATION
AS OF JANUARY 31, 1996 * AS OF JULY 31, 1995 **
Stocks 91.9%
Bonds 0.5%
Convertibles 1.0%
Short-term
investments 6.6%
FOREIGN
INVESTMENTS 8.4%
Stocks 88.7%
Bonds 0.4%
Convertibles 0.6%
Short-term
investments 10.3%
FOREIGN
INVESTMENTS 5.9%
Row: 1, Col: 1, Value: 10.4
Row: 1, Col: 2, Value: 1.6
Row: 1, Col: 3, Value: 1.3
Row: 1, Col: 4, Value: 42.0
Row: 1, Col: 5, Value: 44.7
Row: 1, Col: 1, Value: 6.6
Row: 1, Col: 2, Value: 2.0
Row: 1, Col: 3, Value: 1.5
Row: 1, Col: 4, Value: 40.0
Row: 1, Col: 5, Value: 49.9

*
**
INVESTMENTS JANUARY 31, 1996 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 88.7%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 5.8%
AEROSPACE & DEFENSE - 2.9%
British Aerospace PLC 805,411 $ 10,878
Flightsafety International, Inc. 578,300 28,843
General Motors Corp. Class H 1,059,400 60,386
Lockheed Martin Corp. 2,473,605 186,448
McDonnell Douglas Corp. 1,147,100 102,092
Northrop Grumman Corp. 946,500 60,576
Rockwell International Corp. 390,700 22,905
Sundstrand Corp. 36,700 2,532
474,660
DEFENSE ELECTRONICS - 2.2%
Litton Industries, Inc. (a) 2,035,500 100,248
Loral Corp. 4,441,200 205,406
Raytheon Co. 1,176,400 57,791
363,445
SHIP BUILDING & REPAIR - 0.7%
General Dynamics Corp. 1,797,500 104,929
TOTAL AEROSPACE & DEFENSE 943,034
BASIC INDUSTRIES - 3.9%
CHEMICALS & PLASTICS - 2.8%
Albemarle Corp. 90,600 1,687
du Pont (E.I.) de Nemours & Co. 429,600 33,026
Ethyl Corp. 2,988,900 31,757
Ferro Corp. (c) 1,585,000 39,823
Grace (W.R.) & Co. 460,200 28,360
Great Lakes Chemical Corp. 1,302,800 97,221
Lubrizol Corp. 1,110,500 32,066
NL Industries, Inc. 501,000 7,390
Praxair, Inc. 1,527,700 51,942
Raychem Corp. 1,015,200 67,892
Schulman (A.), Inc. 534,300 12,155
Union Carbide Corp. 1,420,700 59,845
463,164
IRON & STEEL - 0.1%
Nucor Corp. 184,900 10,747
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
METALS & MINING - 0.2%
Aluminum Co. of America 698,600 $ 38,772
PACKAGING & CONTAINERS - 0.4%
Corning, Inc. 637,200 19,913
Crown Cork & Seal Co., Inc. (a) 897,900 36,926
56,839
PAPER & FOREST PRODUCTS - 0.4%
James River Corp. 2,187,300 57,417
Kimberly-Clark Corp. 45,000 3,628
61,045
TOTAL BASIC INDUSTRIES 630,567
CONGLOMERATES - 2.1%
Allied-Signal, Inc. 727,000 36,259
Dial Corp. (The) 37,400 1,178
ITT Industries, Inc. 528,700 13,746
Tyco International Ltd. 5,004,548 177,036
United Technologies Corp. 480,200 49,281
Whitman Corp. 2,897,600 65,920
343,420
CONSTRUCTION & REAL ESTATE - 1.8%
BUILDING MATERIALS - 0.4%
Lafarge Corp. 271,026 5,048
Sherwin-Williams Co. 1,167,000 49,160
54,208
CONSTRUCTION - 0.0%
Pulte Corp. 115,700 3,818
REAL ESTATE INVESTMENT TRUSTS - 1.4%
Bay Apartment Communities, Inc. 246,000 5,873
Beacon Properties Corp. 636,000 15,821
CBL & Associates Properties, Inc. (c) 1,256,200 25,752
Cali Realty Corp. 333,900 7,221
Carr Realty Corp. 185,100 4,489
Crescent Real Estate Equities, Inc. 323,000 10,982
Duke Realty Investors, Inc. 350,500 11,260
Equity Residential Properties Trust (SBI) 1,237,400 38,050
Highwoods Properties, Inc. 480,500 14,655
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - CONTINUED
Irvine Apartment Communities, Inc. 191,400 $ 3,852
Liberty Property Trust (SBI) 628,200 13,899
Macerich Co. 647,600 12,709
Manufactured Home Communities, Inc. 515,500 9,408
Patriot American Hospitality, Inc. 112,300 3,088
Public Storage, Inc. 1,485,500 30,267
Speiker Properties, Inc. 294,100 7,389
Urban Shopping Centers, Inc. 621,800 13,213
227,928
TOTAL CONSTRUCTION & REAL ESTATE 285,954
DURABLES - 1.6%
AUTOS, TIRES, & ACCESSORIES - 0.8%
Chrysler Corp. 374,300 21,616
General Motors Corp. 1,989,438 104,694
126,310
CONSUMER ELECTRONICS - 0.2%
Matsushita Electric Industrial Co. Ltd. 1,000,000 16,620
Sony Corp. 145,000 8,868
25,488
TEXTILES & APPAREL - 0.6%
Fruit of the Loom, Inc. Class A (a) 2,203,000 55,350
Intimate Brands, Inc. Class A 888,300 13,102
Stride Rite Corp. 300,600 2,480
Unifi, Inc. 1,437,200 31,978
102,910
TOTAL DURABLES 254,708
ENERGY - 5.8%
ENERGY SERVICES - 1.2%
BJ Services Co. (a) 479,724 12,833
BJ Services Co. (warrants) (a) 152,780 993
Baker Hughes, Inc. 835,100 21,608
Dresser Industries, Inc. 688,700 17,906
Schlumberger Ltd. 1,910,700 133,988
187,328
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - 4.6%
Amerada Hess Corp. 962,100 $ 53,036
Amoco Corp. 618,200 43,506
Atlantic Richfield Co. 100,000 11,363
British Petroleum PLC:
ADR 2,591,209 252,967
Ord. 3,980,894 31,852
Burlington Resources, Inc. 454,900 17,059
Chevron Corp. 650,400 33,740
Kerr-McGee Corp. 489,900 30,986
Mobil Corp. 485,800 53,800
Occidental Petroleum Corp. 1,885,900 40,547
Royal Dutch Petroleum Co. 751,800 104,500
Total SA sponsored ADR 1,000,000 34,500
Union Pacific Resources Group, Inc. 299,000 7,774
Unocal Corp. 1,242,272 37,113
752,743
TOTAL ENERGY 940,071
FINANCE - 11.3%
BANKS - 1.5%
Banc One Corp. 2,407,400 91,180
Bank of New York Co., Inc. 1,075,000 55,094
Chase Manhattan Corp. 250,000 17,250
Citicorp 400,000 29,550
Fleet Financial Group, Inc. 1,384,599 55,384
248,458
CREDIT & OTHER FINANCE - 2.2%
American Express Co. 6,824,230 313,915
Beneficial Corp. 640,400 31,300
Household International, Inc. 228,900 14,850
360,065
FEDERAL SPONSORED CREDIT - 4.1%
Federal Home Loan Mortgage Corp. 1,530,800 131,075
Federal National Mortgage Association 10,884,000 375,498
Student Loan Marketing Association 2,202,800 162,181
668,754
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - 3.4%
Alexander & Alexander Services, Inc. 154,350 $ 2,991
Allmerica Financial Corp. 734,500 19,556
Allstate Corp. 2,373,010 103,523
Aon Corp. 642,300 34,925
General Re Corp. 441,400 67,534
ITT Hartford Group, Inc. 2,923,700 146,550
Loews Corp. 531,400 43,907
MBIA, Inc. 647,200 47,731
PMI Group, Inc. 312,300 15,654
Prudential Reinsurance Holdings, Inc. 158,000 3,437
St. Paul Companies, Inc. (The) 157,500 8,978
Travelers, Inc. (The) 709,666 46,661
541,447
SAVINGS & LOANS - 0.0%
Ahmanson (H.F.) & Co. 49,000 1,176
SECURITIES INDUSTRY - 0.1%
Lehman Brothers Holdings, Inc. 383,020 9,815
Nomura Securities Co. Ltd. 509,000 11,026
20,841
TOTAL FINANCE 1,840,741
HEALTH - 15.0%
DRUGS & PHARMACEUTICALS - 7.7%
Allergan, Inc. 2,944,000 97,888
American Home Products Corp. 1,755,000 179,010
Astra AB:
Class A Free shares 1,450,000 58,942
Class B Free shares 148,720 5,970
Bristol-Myers Squibb Co. 1,350,300 119,502
COR Therapeutics, Inc. (a) 517,000 5,364
Genentech, Inc. special (a) 1,701,500 91,668
Glaxo PLC sponsored ADR 800,000 23,300
Lilly (Eli) & Co. 558,866 32,135
Merck & Co., Inc. 1,750,000 122,938
Pharmacia & Upjohn, Inc. 3,268,350 136,862
Pfizer, Inc. 2,165,400 148,871
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Schering-Plough Corp. 1,673,800 $ 90,594
Scios, Inc. 795,000 4,273
SmithKline Beecham PLC ADR 2,000,000 112,500
Warner-Lambert Co. 154,800 14,513
1,244,330
MEDICAL EQUIPMENT & SUPPLIES - 5.1%
Bausch & Lomb, Inc. 2,462,000 95,710
Baxter International, Inc. 3,652,600 166,193
Beckman Instruments, Inc. 628,800 22,008
Becton, Dickinson & Co. 376,300 32,503
Boston Scientific Corp. (a) 1,161,095 59,506
Guidant Corp. 889,125 40,789
Johnson & Johnson 1,215,300 116,669
McKesson Corp. 762,700 38,135
Medtronic, Inc. 826,200 47,197
Pall Corp. 3,170,100 85,593
St. Jude Medical, Inc. (a) 2,984,650 131,697
836,000
MEDICAL FACILITIES MANAGEMENT - 2.2%
Columbia/HCA Healthcare Corp. 1,436,177 79,887
FHP International Corp. (a) 442,500 12,777
PacifiCare Health Systems, Inc. (a) 20,500 1,855
Tenet Healthcare Corp. (a) 4,852,400 103,720
United HealthCare Corp. 2,461,400 154,761
U.S. Healthcare, Inc. 125,500 6,087
359,087
TOTAL HEALTH 2,439,417
HOLDING COMPANIES - 0.2%
U.S. Industries, Inc. 2,040,760 36,734
INDUSTRIAL MACHINERY & EQUIPMENT - 4.8%
ELECTRICAL EQUIPMENT - 3.7%
Alcatel Alsthom Cie Generale d'Electricite SA 185,000 16,892
American Superconductor Corp. (a) 304,750 4,190
Duracell International, Inc. 196,500 9,776
Emerson Electric Co. 201,400 16,867
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
ELECTRICAL EQUIPMENT - CONTINUED
General Electric Co. 6,604,000 $ 506,857
Mitsubishi Electric Co. Ord. 33,000 239
Oak Industries, Inc. (a)(c) 1,119,700 25,753
Omron Corp. 849,000 18,708
Scientific-Atlanta, Inc. 541,000 8,521
607,803
INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%
Caterpillar, Inc. 34,200 2,202
Cooper Industries, Inc. 670,776 25,238
Stanley Works 322,800 16,624
44,064
POLLUTION CONTROL - 0.8%
Browning-Ferris Industries, Inc. 1,199,400 35,382
WMX Technologies, Inc. 3,222,700 96,278
Wheelabrator Technologies, Inc. 343,300 5,536
137,196
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 789,063
MEDIA & LEISURE - 3.3%
BROADCASTING - 0.4%
Comcast Corp. Class A special 1,681,300 33,836
Infinity Broadcasting Corp. (a) 38,123 1,515
TCI Group Class A 1,050,000 22,181
U.S. Satellite Broadcasting Co., Inc. Class A 17,000 459
57,991
ENTERTAINMENT - 0.0%
Disney (Walt) Co. 60,500 3,887
LEISURE DURABLES & TOYS - 0.4%
Hasbro, Inc. 1,514,600 62,856
LODGING & GAMING - 1.8%
Aztar Corp. (a)(c) 2,298,200 19,247
Circus Circus Enterprises, Inc. (a) 107,500 3,427
Hilton Hotels Corp. 1,315,500 102,280
ITT Corp. 2,854,400 158,419
Mirage Resorts, Inc. (a) 313,300 12,219
President Riverboat Casinos, Inc. (a) 1,200,000 1,650
297,242
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.2%
Times Mirror Co. Class A 1,124,400 $ 34,856
RESTAURANTS - 0.5%
Brinker International, Inc. (a) 1,135,800 14,623
Darden Restaurants, Inc. 5,041,000 57,972
Starbucks Corp. (a) 855,900 14,336
86,931
TOTAL MEDIA & LEISURE 543,763
NONDURABLES - 12.0%
AGRICULTURE - 0.1%
Pioneer Hi-Bred International, Inc. 348,100 17,753
BEVERAGES - 1.9%
Anheuser-Busch Companies, Inc. 1,170,000 81,315
PepsiCo, Inc. 3,897,000 232,359
313,674
FOODS - 2.7%
ConAgra, Inc. 1,016,300 46,623
General Mills, Inc. 961,000 55,258
Kellogg Co. 1,273,000 97,544
Nestle SA (Reg.) 20,000 21,019
RalCorp Holdings, Inc. (a)(c) 1,905,166 51,201
Ralston Purina Co. 1,160,607 74,714
Sysco Corp. 2,104,500 67,344
Tyson Foods, Inc. 14,100 367
Universal Foods Corp. 367,000 14,174
428,244
HOUSEHOLD PRODUCTS - 1.5%
Avon Products, Inc. 200,000 15,800
Clorox Co. 48,100 3,974
Colgate-Palmolive Co. 29,000 2,146
Helene Curtis Industries, Inc. 272,500 15,873
Premark International, Inc. 372,700 19,287
Procter & Gamble Co. 490,000 41,099
Rubbermaid, Inc. 2,248,100 63,790
Tambrands, Inc. 1,067,100 52,421
Unilever NV ADR 208,000 30,134
244,524
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
TOBACCO - 5.8%
Philip Morris Companies, Inc. 7,421,200 $ 690,172
RJR Nabisco Holdings Corp. 4,889,746 158,917
Seita 385,000 14,811
UST, Inc. 2,454,300 82,526
946,426
TOTAL NONDURABLES 1,950,621
PRECIOUS METALS - 0.3%
Newmont Mining Corp. 370,500 20,748
Santa Fe Pacific Gold Corp. 1,612,240 26,400
47,148
RETAIL & WHOLESALE - 5.4%
APPAREL STORES - 0.5%
Gap, Inc. 453,200 21,357
Limited, Inc. (The) 2,911,000 48,759
TJX Companies, Inc. 879,200 16,595
86,711
DRUG STORES - 1.3%
Revco (D.S.), Inc. (a) 1,990,093 55,971
Rite Aid Corp. 2,845,400 91,408
Walgreen Co. 2,001,500 69,802
217,181
GENERAL MERCHANDISE STORES - 1.7%
Carson Pirie Scott & Co. (a)(c) 1,644,874 29,402
Dayton Hudson Corp. 358,200 26,775
Federated Department Stores, Inc. (a) 1,328,430 35,868
May Department Stores Co. (The) 1,075,700 47,869
Price/Costco, Inc. (a) 1,526,600 23,853
Sears, Roebuck & Co. 560,500 23,261
Wal-Mart Stores, Inc. 4,452,000 90,710
277,738
GROCERY STORES - 0.6%
Kroger Co. (The) (a) 721,326 25,066
Safeway, Inc. (a) 1,420,200 36,215
Stop & Shop Companies, Inc. (a) 1,472,300 35,703
96,984
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 1.3%
BT Office Products International, Inc. (a) 180,000 $ 2,790
Home Depot, Inc. (The) 3,639,400 167,412
Officemax, Inc. (a) 554,450 12,752
Petsmart, Inc. 63,900 1,949
Tandy Corp. 588,400 22,506
207,409
TOTAL RETAIL & WHOLESALE 886,023
SERVICES - 1.9%
PRINTING - 0.3%
Deluxe Corp. 660,300 19,396
Valassis Communications, Inc. (a) 1,922,400 32,441
51,837
SERVICES - 1.6%
ADT Ltd. 5,222,700 75,729
BET PLC Ord. 1,563,600 3,098
Block (H & R), Inc. 864,800 31,890
Jostens, Inc. 1,087,500 25,013
Loewen Group, Inc. 1,360,000 38,126
Service Corp. International 543,600 23,579
Western Atlas, Inc. (a) 1,080,700 57,817
255,252
TOTAL SERVICES 307,089
TECHNOLOGY - 4.9%
COMMUNICATIONS EQUIPMENT - 0.5%
Cisco Systems, Inc. (a) 767,000 63,853
General Instrument Corp. (a) 638,700 14,610
78,463
COMPUTER SERVICES & SOFTWARE - 2.1%
Automatic Data Processing, Inc. 1,650,200 65,802
Ceridian Corp. (a) 1,562,300 70,304
First Data Corp. 1 -
General Motors Corp. Class E 2,992,500 166,084
Information Resources, Inc. (a)(c) 2,000,000 27,500
Reuters Holdings PLC ADR Class B 110,000 6,174
335,864
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 1.7%
Canon, Inc. 959,000 $ 18,088
Diebold, Inc. 99,300 5,548
Digital Equipment Corp. (a) 514,000 37,201
International Business Machines Corp. 1,003,000 109,076
Pitney Bowes, Inc. 2,015,700 91,210
Silicon Graphics, Inc. 474,300 13,340
Sun Microsystems, Inc. (a) 134,000 6,164
Wang Laboratories, Inc. (a) 237,900 4,431
285,058
ELECTRONICS - 0.1%
AMP, Inc. 528,100 20,596
Intel Corp. 95,100 5,253
25,849
PHOTOGRAPHIC EQUIPMENT - 0.5%
Polaroid Corp. 1,695,200 76,072
TOTAL TECHNOLOGY 801,306
TRANSPORTATION - 1.3%
AIR TRANSPORTATION - 0.2%
AMR Corp. 68,400 5,198
Southwest Airlines Co. 1,216,200 31,621
36,819
RAILROADS - 1.1%
Burlington Northern Santa Fe Corp. 832,519 68,162
CSX Corp. 1,225,800 56,846
Union Pacific Corp. 699,300 46,591
171,599
TOTAL TRANSPORTATION 208,418
UTILITIES - 7.3%
CELLULAR - 0.1%
AirTouch Communications, Inc. (a) 395,800 11,181
Vodafone Group PLC sponsored ADR 97,700 3,493
14,674
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
ELECTRIC UTILITY - 0.3%
Allegheny Power System, Inc. 257,800 $ 7,798
American Electric Power Co., Inc. 180,800 8,000
Boston Edison Co. 126,500 3,716
Duke Power Co. 100,000 4,975
Entergy Corp. 728,300 21,576
NIPSCO Industries, Inc. 87,700 3,344
Texas Utilities Co. 167,400 6,842
56,251
GAS - 0.1%
Consolidated Natural Gas Co. 234,200 10,539
TELEPHONE SERVICES - 6.8%
AT&T Corp. 1,126,300 75,321
Ameritech Corp. 3,595,200 216,161
Bell Atlantic Corp. 1,547,800 106,605
BellSouth Corp. 1,595,900 68,424
Cincinnati Bell, Inc. 780,600 25,370
Frontier Corp. 3,515,700 104,592
GTE Corp. 1,637,600 75,330
Koninklijke Ptt Nederland NV 926,100 35,534
NYNEX Corp. 2,827,000 151,598
SBC Communications, Inc. 3,539,700 200,436
WorldCom, Inc. (a) 1,385,200 50,733
1,110,104
TOTAL UTILITIES 1,191,568
TOTAL COMMON STOCKS
(Cost $10,794,182) 14,439,645
CONVERTIBLE PREFERRED STOCKS - 0.1%
BASIC INDUSTRIES - 0.1%
PAPER & FOREST PRODUCTS - 0.1%
International Paper $2.625 (d) 150,000 7,163
CONVERTIBLE PREFERRED STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 0.0%
INSURANCE - 0.0%
Allstate Corp. exchangeable $2.30 90,000 $ 3,993
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $10,560) 11,156
CORPORATE BONDS - 0.8%
MOODY'S PRINCIPAL
RATINGS (B) AMOUNT (000S)
CONVERTIBLE BONDS - 0.5%
CONSTRUCTION & REAL ESTATE - 0.0%
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Liberty Property exchangeable 8%, 7/1/01 - $ 1,591 1,748
FINANCE - 0.2%
BANKS - 0.2%
Bank of New York Co., Inc. 7 1/2%, 8/15/01 A3 14,872 38,890
HEALTH - 0.2%
DRUGS & PHARMACEUTICALS - 0.2%
Roche Holdings, Inc. liquid yield option
notes 0%, 4/20/10 (d) - 72,400 32,309
RETAIL & WHOLESALE - 0.1%
APPAREL STORES - 0.1%
Baby Superstore, Inc. 4 7/8%, 10/1/00 B3 6,375 6,726
GROCERY STORES - 0.0%
Food Lion, Inc. 5%, 6/1/03 (d) A3 6,700 6,591
TOTAL RETAIL & WHOLESALE 13,317
TOTAL CONVERTIBLE BONDS 86,264
CORPORATE BONDS - CONTINUED
MOODY'S PRINCIPAL VALUE (NOTE 1)
RATINGS (B) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - 0.3%
DURABLES - 0.0%
TEXTILES & APPAREL - 0.0%
Westpoint Stevens, Inc. 8 3/4%, 12/15/01 B1 $ 4,010 $ 4,070
HEALTH - 0.2%
MEDICAL FACILITIES MANAGEMENT - 0.2%
Tenet Healthcare Corp. 10 1/8%, 3/1/05 Ba3 23,000 25,761
MEDIA & LEISURE - 0.1%
BROADCASTING - 0.1%
Citicasters, Inc. 9 3/4%, 2/15/04 B- 6,250 6,375
SCI Television, Inc. secured 11%, 6/30/05 B2 7,250 7,748
TOTAL MEDIA & LEISURE 14,123
TOTAL NONCONVERTIBLE BONDS 43,954
TOTAL CORPORATE BONDS
(Cost $108,012) 130,218
U.S. TREASURY OBLIGATIONS - 2.5%
U.S. Treasury Bills, yield at date of purchase
5.22%, 3/21/96 - 400,000 397,472
8 1/8%, 8/15/19 Aaa 10,000 12,481
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $407,393) 409,953
REPURCHASE AGREEMENTS - 7.9%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a
joint trading account at 5.88%
dated 1/31/96 due 2/1/96 $ 1,281,046 1,280,837
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $12,600,984) $ 16,271,809
LEGEND
(1.) Non-income producing
(2.) Standard & Poor's credit ratings are used in the absence of a rating
by Moody's Investors Service, Inc.
(3.) Affiliated company (see Note 7 of Notes to Financial Statements).
(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
$46,063,000 or 0.3% of net assets.
INCOME TAX INFORMATION
At January 31, 1996, the aggregate cost of investment securities for income
tax purposes was $12,605,375,000. Net unrealized appreciation aggregated
$3,666,434,000, of which $3,755,881,000 related to appreciated investment
securities and $89,447,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) JANUARY 31, 1996 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 16,271,809
agreements of $1,280,837) (cost $12,600,984) -
See accompanying schedule

Receivable for investments sold 43,971

Receivable for fund shares sold 91,705

Dividends receivable 22,510

Interest receivable 2,702

Other receivables 17,746

TOTAL ASSETS 16,450,443

LIABILITIES

Payable for investments purchased $ 301,513

Payable for fund shares redeemed 18,049

Accrued management fee 6,420

Other payables and accrued expenses 3,842

Collateral on securities loaned, at value 39,000

TOTAL LIABILITIES 368,824

NET ASSETS $ 16,081,619

Net Assets consist of:

Paid in capital $ 12,165,278

Undistributed net investment income 6,954

Accumulated undistributed net realized gain (loss) on 238,581
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 3,670,806
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 575,460 shares outstanding $ 16,081,619

NET ASSET VALUE, offering price and redemption price per $27.95
share ($16,081,619 (divided by) 575,460 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, 1996 (UNAUDITED)

INVESTMENT INCOME $ 136,107
Dividends (including $1,783 received from affiliated
issuers)

Interest (including income on securities loaned of $178) 37,466

TOTAL INCOME 173,573

EXPENSES

Management fee $ 34,441

Transfer agent fees 14,577

Accounting and security lending fees 397

Non-interested trustees' compensation 43

Custodian fees and expenses 172

Registration fees 995

Audit 64

Legal 41

Miscellaneous 6

Total expenses before reductions 50,736

Expense reductions (922) 49,814

NET INVESTMENT INCOME 123,759

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:

Investment securities (including realized gain (loss) of 418,296
$1,026 on sales of investments in affiliated issuers)

Foreign currency transactions 4,931 423,227

Change in net unrealized appreciation (depreciation) on:

Investment securities 1,575,036

Assets and liabilities in foreign currencies 39 1,575,075

NET GAIN (LOSS) 1,998,302

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 2,122,061
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED JANUARY JULY 31,
31,1996 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 123,759 $ 220,509
Net investment income

Net realized gain (loss) 423,227 462,592

Change in net unrealized appreciation (depreciation) 1,575,075 1,412,882

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 2,122,061 2,095,983
FROM OPERATIONS

Distributions to shareholders (144,195) (175,942)
From net investment income

From net realized gain (453,161) (508,140)

TOTAL DISTRIBUTIONS (597,356) (684,082)

Share transactions 3,062,748 3,118,020
Net proceeds from sales of shares

Reinvestment of distributions 583,649 667,970

Cost of shares redeemed (1,195,547) (1,849,027)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 2,450,850 1,936,963
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 3,975,555 3,348,864

NET ASSETS

Beginning of period 12,106,064 8,757,200

End of period (including undistributed net investment $ 16,081,619 $ 12,106,064
income of $6,954 and $27,390, respectively)

OTHER INFORMATION
Shares

Sold 116,340 136,992

Issued in reinvestment of distributions 22,698 30,753

Redeemed (45,855) (80,408)

Net increase (decrease) 93,183 87,337

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED JULY 31,
ENDED JANUARY
31, 1996

(UNAUDITED) 1995 1994 D 1993 1992 1991

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, $ 25.10 $ 22.17 $ 21.90 $ 21.34 $ 19.92 $ 17.10
beginning of period

Income from
Investment
Operations

Net investment .24 .43 .45 .53 .50 .46
income

Net realized 3.79 4.14 1.07 3.02 1.94 3.10
and unrealized
gain (loss)

Total from 4.03 4.57 1.52 3.55 2.44 3.56
investment
operations

Less Distributions (.28) (.40) (.48) (.59) (.38) (.52)
From net
investment
income

From net realized (.90) (1.24) (.77) (2.40) (.64) (.22)
gain

Total distributions (1.18) (1.64) (1.25) (2.99) (1.02) (.74)

Net asset value, $ 27.95 $ 25.10 $ 22.17 $ 21.90 $ 21.34 $ 19.92
end of period

TOTAL RETURN B, C 16.53% 21.95% 7.08% 19.10 12.75 21.89
% % %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 16,082 $ 12,106 $ 8,757 $ 6,646 $ 4,199 $ 2,686
period (in millions)

Ratio of expenses to .75% A .78% .83% .83 .86 .87
average net assets % % %

Ratio of expenses to .73% A, .77% .82% .83 .86 .87
average net assets E E E % % %
after expense
reductions

Ratio of net 1.82% A 2.21% 2.09% 2.67 2.49 2.62
investment income % % %
to average net
assets

Portfolio turnover rate 49% A 67% 92% 87 221 215
% % %

</TABLE>

A ANNUALIZED
B 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).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D 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.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 6 OF
NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 1996 (Unaudited)

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 financial
statements have been prepared in conformity with generally accepted
accounting principles which permit management to make certain estimates and
assumptions at the date of the financial statements. 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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
date. Interest income, which includes accretion of original issue discount,
is accrued as earned. Investment income is recorded net of foreign taxes
withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, paydown gains/losses on certain securities, foreign currency
transactions, market discount, 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 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 fund, along
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $4,345,868,000 and $3,071,183,000, respectively.
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 .2500% 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 annualized rate of .51%
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 $980,000 on sales of shares of the fund. Effective October 20,
1995, the fund's 3% sales charge was eliminated.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
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. For the
period, the transfer agent fees were equivalent to an annualized rate of
.21% of average net assets.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
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 $2,309,000 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, the value of the
securities loaned and the value of collateral amounted to $37,800,000 and
$39,000,000, respectively.
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
$569,000 under this arrangement.
In addition, the fund has entered into an arrangement with its transfer
agent whereby interest earned on uninvested cash balances was used to
offset a portion of the fund's expenses. During the period, the fund's
transfer agent fees were reduced by $353,000 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
DOLLAR AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATE COST COST INCOME VALUE
Aztar Corp. $ 2,453 $ 2,635 $ - $ 19,247
CBL & Associates Properties, Inc. 7,425 - 1,355 25,752
Carson Pirie Scott & Co. 1,792 - - 29,402
Ferro Corp. - - 428 39,823
Information Resources, Inc. 7,410 - - 27,500
Oak Industries, Inc. 4,661 - - 25,753
RalCorp Holdings, Inc. 2,548 - - 51,201
TOTALS $ 26,289 $ 2,635 $ 1,783 $ 218,678
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
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
56 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
595 North Barker Road
Brookfield, 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
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
SEMIANNUAL REPORT
JANUARY 31, 1996
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 29 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 33 Notes to the financial statements.

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,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.
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

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 JANUARY 31, 1996 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS

OTC 3.22% 38.20% 131.04% 301.87%

OTC (incl. 3% sales charge) 0.12% 34.06% 124.11% 289.82%

NASDAQ 6.34% 41.77% 171.10% 261.56%

Mid-Cap Funds Average 6.24% 33.28% 129.75% 278.64%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one, five, or 10 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 mid-cap
funds average, which reflects the performance of 119 mid-cap funds with
similar objectives tracked by Lipper Analytical Services over the past six
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 JANUARY 31, 1996 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

OTC 38.20% 18.23% 14.92%

OTC (incl. 3% sales charge) 34.06% 17.51% 14.57%

NASDAQ 41.77% 22.07% 13.71%

Mid-Cap Funds Average 33.28% 17.84% 13.83%

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 w/Wilshire
01/31/86 9700.00 10000.00
02/28/86 10405.04 10721.64
03/31/86 10928.14 11188.09
04/30/86 11172.63 11456.47
05/31/86 11445.55 11977.68
06/30/86 11542.20 12151.68
07/31/86 10547.19 11142.53
08/31/86 11070.28 11501.35
09/30/86 9938.80 10548.56
10/31/86 10426.58 10866.13
11/30/86 10267.30 10801.06
12/31/86 10089.64 10533.93
01/31/87 11333.23 11852.70
02/28/87 12546.20 12861.12
03/31/87 12515.57 13028.20
04/30/87 12374.67 12671.21
05/31/87 12484.94 12646.59
06/30/87 12736.11 12907.61
07/31/87 13348.71 13233.78
08/31/87 13973.57 13858.20
09/30/87 13887.81 13547.55
10/31/87 9703.70 9872.87
11/30/87 9115.60 9333.83
12/31/87 10250.73 10122.63
01/31/88 10614.83 10572.33
02/29/88 11322.02 11271.36
03/31/88 11581.09 11522.62
04/30/88 11931.18 11679.06
05/31/88 11826.15 11421.24
06/30/88 12610.36 12186.58
07/31/88 12568.35 11975.59
08/31/88 12267.27 11657.04
09/30/88 12736.40 12017.93
10/31/88 12729.40 11870.70
11/30/88 12316.29 11544.54
12/31/88 12593.48 11868.87
01/31/89 13405.50 12505.03
02/28/89 13369.88 12472.09
03/31/89 13953.97 12707.53
04/30/89 14637.78 13374.59
05/31/89 15293.10 13974.05
06/30/89 15257.48 13650.44
07/31/89 15927.04 14249.12
08/31/89 16639.35 14754.24
09/30/89 16734.35 14884.69
10/31/89 16170.11 14358.55
11/30/89 16318.59 14390.89
12/31/89 16420.94 14368.88
01/31/90 15255.01 13154.96
02/28/90 15678.98 13490.71
03/31/90 16274.18 13817.19
04/30/90 15801.28 13345.52
05/31/90 16836.77 14600.19
06/30/90 16869.38 14724.68
07/31/90 16649.24 13977.49
08/31/90 15214.24 12177.29
09/30/90 14376.93 11023.38
10/31/90 14073.73 10572.54
11/30/90 15050.72 11527.65
12/31/90 15640.76 12020.57
01/31/91 16872.44 13336.63
02/28/91 18180.06 14605.90
03/31/91 19200.84 15567.16
04/30/91 19167.10 15663.66
05/31/91 20103.52 16373.13
06/30/91 19133.35 15414.81
07/31/91 20483.15 16279.25
08/31/91 21562.98 17064.41
09/30/91 21373.49 17121.90
10/31/91 22302.77 17663.77
11/30/91 21248.40 17061.54
12/31/91 23329.66 19113.60
01/31/92 24337.04 20236.74
02/29/92 24384.11 20688.69
03/31/92 23602.69 19737.93
04/30/92 22906.00 18937.10
05/31/92 23235.52 19173.54
06/30/92 22727.12 18481.91
07/31/92 23207.27 19066.44
08/31/92 22632.98 18504.66
09/30/92 23331.54 19186.13
10/31/92 24200.97 19926.42
11/30/92 25909.15 21512.66
12/31/92 26815.06 22331.17
01/31/93 26992.78 22991.10
02/28/93 25936.91 22167.15
03/31/93 26835.97 22827.48
04/30/93 26051.90 21898.62
05/31/93 26752.34 23214.75
06/30/93 26783.70 23349.47
07/31/93 27076.42 23396.16
08/31/93 27578.22 24684.61
09/30/93 28336.15 25369.82
10/31/93 28709.89 25940.84
11/30/93 27951.09 25136.58
12/31/93 29049.69 25905.94
01/31/94 29831.89 26718.69
02/28/94 29519.01 26476.24
03/31/94 28339.69 24861.49
04/30/94 27557.49 24563.31
05/31/94 27413.09 24632.08
06/30/94 26402.24 23676.20
07/31/94 26979.87 24243.13
08/31/94 28327.66 25726.29
09/30/94 28399.86 25706.43
10/31/94 29049.69 26175.68
11/30/94 28099.01 25286.21
12/31/94 28266.68 25367.67
01/31/95 28205.95 25503.51
02/28/95 29687.91 26831.49
03/31/95 30683.99 27652.38
04/30/95 31971.60 28585.58
05/31/95 32882.64 29310.63
06/30/95 35433.57 31672.86
07/31/95 37765.84 34000.33
08/31/95 38251.74 34671.03
09/30/95 38803.77 35496.33
10/31/95 38593.35 35270.67
11/30/95 39286.50 36083.97
12/31/95 39071.74 35869.10
01/31/96 38981.57 36155.54

$10,000 OVER 10 YEARS: Let's say you invested $10,000 in Fidelity OTC
Portfolio on January 31, 1986 and paid a 3% sales charge. As the chart
shows, by January 31, 1996, the value of your investment would have grown
to $38,982 - a 289.82% 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 $36,156 - a 261.56% 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

An interview with Abigail Johnson, Portfolio Manager of Fidelity OTC
Portfolio
Q. ABBY, HOW DID THE FUND PERFORM?
A. The fund's performance slowed toward the end of 1995. The fund had a
total return of 3.22% for the six months ended January 31, 1996. That
lagged the fund's benchmark - the NASDAQ Composite Index - which returned
6.34% during the same period. For the 12 months ended January 31, 1996, the
fund rose 38.20%, compared to 41.77% for the index.
Q. WHY DID THE FUND TRAIL THE INDEX DURING THE PERIOD?
A. A couple of reasons come to mind. First, the fund was still overweighted
in technology stocks relative to the index when their performance began to
slip in the fall. I did reduce the fund's exposure to the sector - which
had produced strong gains for the fund during 1995 - from 42.6% to 28.0%
over the past six months. As I searched for appropriate stocks in which to
invest the proceeds of those sales, the fund's cash position grew. It was
nearly 16% on January 31, 1996; typically, that figure is 10% or less. That
slowed the fund's performance somewhat relative to the OTC market toward
the end of the period. In addition, what the fund didn't own affected
relative performance. The fund wasn't heavily invested in some of the
strongest performing Internet and biotech stocks during the period. Some of
these stocks posted extraordinary gains. However, the Internet stocks as a
group were extremely expensive, while some of the smaller biotech companies
represented speculative "concept" stocks - built on dreams of new products
that may never make it to market. I wasn't comfortable with the high level
of risk inherent in these stocks.
Q. YOU MENTIONED CUTTING BACK ON TECHNOLOGY. WHAT FACTORS NEGATIVELY
AFFECTED THESE STOCKS DURING THE PERIOD?
A. First, their valuations - prices relative to earnings - had risen to
high levels. Second, signs of excess inventory of personal computers and
memory computer chips began to appear in the fall. These have been key
indicators of the overall health of the sector in past technology cycles.
Because the earnings prospects for some technology companies quickly
deteriorated, I took some profits and reduced the fund's exposure.
Q. DID ALL TECHNOLOGY STOCKS MOVE IN TANDEM?
A. No. We've actually seen a real divergence among the different industries
that make up the sector. For example, companies that manufacture computer
networking equipment generally have seen steadier earnings growth and have
tended to be less cyclical than those in the PC and semiconductor
industries. There's been a tremendous demand for more computer network
capacity, which has helped fuel strong profits for companies such as Cisco
Systems.
Q. YOU'VE CUT BACK THE FUND'S INVESTMENT IN THE LARGEST SOFTWARE COMPANY OF
THEM ALL, MICROSOFT . . .
A. I did lock in some of the strong gains Microsoft made during 1995. I had
concerns that the stock's valuation was getting excessive, and there
remained some big question marks in the company's future. For example,
Windows NT has done well, but still was only a small part of Microsoft's
business at the end of the period. However, Microsoft is a very powerful
player in the software industry, and it remained the fund's second largest
holding on January 31.
Q. ALTHOUGH IT REMAINED THE FUND'S LARGEST INVESTMENT AT THE END OF THE
PERIOD, YOU ALSO REDUCED THE FUND'S STAKE IN MICROPROCESSOR MANUFACTURER
INTEL. WERE THE REASONS SIMILAR?
A. They were. Intel's stock had posted strong advances, and I took some
profits. And like Microsoft, I had some concerns about the company's
business prospects going forward. I've already mentioned the slowdown in PC
sales near the end of the year. But the big picture for Intel revolves
around the company's product cycles. The company recently announced it will
launch the "Pentium Pro" - its newest chip -sooner than expected. It seems
the period of time between each new generation of microprocessor has been
shrinking, yet it costs the same amount or more to launch each new product.
Therein lies the concern: investors, including myself, are worried that
these compressed product cycles could negatively affect profitability.
However, it's difficult to count Intel out because it has dominated its
industry.
Q. WHAT OTHER SECTORS AFFECTED THE FUND'S PERFORMANCE RECENTLY?
A. I mentioned not owning some of the very small biotech companies. But
those that the fund did own - larger stocks such as Amgen - boosted
performance. Amgen is one of the few biotech companies that actually has
products in the marketplace that can help produce a solid earnings stream.
In addition, health care stocks - which grew from 8.3% of the fund to 10.1%
over the past six months - generally were strong performers. I look for
companies that have products that have the potential to help the medical
community improve patient outcomes and keep costs down.
Q. YOU ALSO INCREASED THE FUND'S WEIGHTING IN FINANCIAL STOCKS DURING THE
PERIOD, FROM 8.0% TO 11.2%. WHERE DID YOU FIND OPPORTUNITIES?
A. Regional banks such as Northern Trust and Union Bank of San Francisco
benefited from falling interest rates, solid loan growth and
better-than-average balance sheets. In addition, the valuations of these
stocks were driven higher by the takeover mania that has swept the banking
industry. As the period progressed, I cut back somewhat on the regional
banks and moved more heavily into insurance stocks, which I felt also could
benefit from lower interest rates. Life USA Holding, Ohio Casualty and
Mercury General are examples.
Q. WHAT WILL BE THE KEYS TO THE FUND'S PERFORMANCE AS 1996 PROGRESSES?
A. I'm concerned about corporate earnings. I think many companies -
especially in the technology sector - will have difficulty matching 1995's
powerful earnings growth rates. That's mainly because of the sluggish U.S.
economy and the stronger U.S. dollar. Many technology companies produce
more than half of their sales overseas. Last year's weak dollar produced
favorable currency exchange rates, which positively affected earnings. I
would caution shareholders to temper their expectations in light of the
strength of the OTC market over the past 12 months. It's important to
remember that yearly returns that top 30% are far and away the historical
exception; the norm is far less.
FUND FACTS
GOAL: to increase the value
of the fund's shares over the
long term by investing mainly
in equity securities traded on
the over-the-counter market
START DATE: December 31,
1984
SIZE: as of January 31,
1996, more than $2.3 billion
MANAGER: Abigail Johnson,
since April 1994; manager,
Fidelity Dividend Growth
Fund, 1993-1994; 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 RECENT
ENVIRONMENT FOR SMALL- AND
MID-CAPITALIZATION STOCKS:
"The stocks of small- and
medium-sized companies
generally have lagged those
of larger companies for quite
some time now. For example,
for the three years ended
January 31, 1996, the Dow
Jones Industrial Average -
which measures the
performance of 30 large-cap
industrial companies - rose
76.46%, while the NASDAQ
index - which includes many
small- and mid-cap
companies - rose 57.26%.
Historically, small stocks have
tended to outperform large
stocks over longer periods,
but large companies generally
offer steadier earnings
growth, which attracts
investors during certain
economic and market cycles.
I have gone with the flow
somewhat, and increased the
fund's holdings in some larger
stocks over the past year.
While they've performed well,
the nucleus of the fund is still
small- and mid-cap stocks,
which dominate the OTC
market."

(solid bullet) The fund had roughly a
12% stake in cyclical stocks
at the end of the period. The
earnings of these stocks
tend to improve as the
economy expands. Examples
included railroad company
Wisconsin Central and
manufacturing conglomerate
Pentair.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF JANUARY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Intel Corp. 3.6 6.1

Microsoft Corp. 1.8 5.2

Amgen, Inc. 1.6 0.8

Oracle Systems Corp. 1.4 1.5

MCI Communications Corp. 1.3 0.9

Cisco Systems, Inc. 1.1 0.6

WorldCom, Inc. 1.1 0.6

General Electric Co. 1.0 0.0

Glenayre Technologies, Inc. 0.9 0.5

TCI Group Class A 0.8 0.0

TOP FIVE MARKET SECTORS AS OF JANUARY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET SECTORS
6 MONTHS AGO

Technology 28.0 42.6

Finance 11.2 8.0

Health 10.1 8.3

Utilities 5.9 4.3

Industrial Machinery & Equipment 4.8 3.6

ASSET ALLOCATION
AS OF JANUARY 31, 1996 * AS OF JULY 31, 1995 **
Row: 1, Col: 1, Value: 16.0
Row: 1, Col: 2, Value: 3.5
Row: 1, Col: 3, Value: 30.5
Row: 1, Col: 4, Value: 50.0
Row: 1, Col: 1, Value: 9.6
Row: 1, Col: 2, Value: 2.0
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 4, Value: 48.4
Stocks 81.1%
Bonds 2.9%
Short-term
investments 16.0%
FOREIGN
INVESTMENTS 5.3%
Stocks 90.2%
Bonds 0.2%
Short-term
investments 9.6%
FOREIGN
INVESTMENTS 4.3%
*
**
INVESTMENTS JANUARY 31, 1996 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 81.1%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.6%
AEROSPACE & DEFENSE - 0.5%
C A E Industries Ltd. 200,000 $ 1,511
Greenwich Air Services, Inc. 54,100 1,210
McDonnell Douglas Corp. 100,000 8,900
11,621
DEFENSE ELECTRONICS - 0.1%
Loral Corp. 50,000 2,312
Trimble Navigation Ltd. (a) 62,800 1,005
3,317
TOTAL AEROSPACE & DEFENSE 14,938
BASIC INDUSTRIES - 1.6%
CHEMICALS & PLASTICS - 0.8%
AEP Industries, Inc. 24,000 528
Carbide/Graphite Group, Inc. (The) (a) 2,500 40
First Mississippi Corp. 130,000 3,201
Fuller (H.B.) Co. 100,000 3,625
OM Group, Inc. 173,100 5,712
PT Tri Polyta Indonesia sponsored ADR 29,000 421
Petrolite Corp. 43,300 1,180
Union Carbide Corp. 100,000 4,213
18,920
IRON & STEEL - 0.1%
Schnitzer Steel, Inc. Class A 113,600 3,436
METALS & MINING - 0.3%
Stillwater Mining Co. (a) 134,900 2,782
Stillwater Mining Co. (a)(d) 200,000 4,125
6,907
PAPER & FOREST PRODUCTS - 0.4%
Pentair, Inc. 171,900 9,025
TOTAL BASIC INDUSTRIES 38,288
CONSTRUCTION & REAL ESTATE - 1.8%
BUILDING MATERIALS - 0.3%
Hoganas AB Class B Free shares 93,000 2,359
National House Industrial Co. Ltd. 153,000 2,757
Thermo Power Corp. (a) 100,200 1,516
6,632
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - 1.1%
American Homestar Corp. (a) 103,750 $ 1,777
Redman Industries, Inc. (a) 138,800 4,806
Schuler Homes, Inc. (a) 167,800 1,363
Sekisui House Ltd. 238,000 3,022
Southern Energy Homes, Inc. (a) 183,125 3,022
Sumitomo Forestry Co. Ltd. (a) 197,000 3,182
Toll Brothers, Inc. (a) 180,000 3,510
U.S. Home Corp. (a) 200,000 5,600
26,282
REAL ESTATE - 0.1%
Price Enterprises, Inc. 200,000 3,050
REAL ESTATE INVESTMENT TRUSTS - 0.3%
Equity Inns, Inc. 300,000 3,825
RFS Hotel Investors, Inc. 105,000 1,864
5,689
TOTAL CONSTRUCTION & REAL ESTATE 41,653
DURABLES - 1.5%
AUTOS, TIRES, & ACCESSORIES - 0.4%
Jason, Inc. (a) 82,000 543
Masland Corp. 100,000 1,388
PACCAR, Inc. 137,900 6,309
Tower Automotive, Inc. (a) 100,000 1,513
9,753
CONSUMER ELECTRONICS - 0.1%
Sony Corp. ADR 3,600 223
Sony Corp. 46,400 2,838
3,061
HOME FURNISHINGS - 0.4%
Haverty Furniture Companies, Inc. 279,300 3,456
Ladd Furniture, Inc. 30,033 420
Miller (Herman), Inc. 100,000 3,200
Stanley Furniture (a) 200,000 1,800
8,876
TEXTILES & APPAREL - 0.6%
Justin Industries, Inc. 381,000 4,143
Mohawk Industries, Inc. (a) 163,100 2,222
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - CONTINUED
Sam & Libby, Inc. (a) 30,048 $ 28
Westpoint Stevens, Inc. Class A (a) 423,000 8,143
14,536
TOTAL DURABLES 36,226
ENERGY - 1.2%
ENERGY SERVICES - 0.3%
Global Industries Ltd. (a) 194,800 2,751
Noble Drilling Corp. (a) 235,000 2,306
Offshore Logistics, Inc. (a) 154,950 1,937
6,994
OIL & GAS - 0.9%
Barrett Resources Corp. (a) 100,000 2,550
Belden & Blake Corp. (a) 150,000 2,437
Cairn Energy USA, Inc. (a) 100,000 1,400
Chesapeake Energy Corp. (a) 195,000 9,019
Flores & Rucks, Inc. (a) 227,000 3,320
Petroleum Geo-Services AS sponsored ADR (a) 25,000 538
TransTexas Gas Corp. (a) 95,000 1,116
Union Pacific Resources Group, Inc. 48,000 1,248
21,628
TOTAL ENERGY 28,622
FINANCE - 11.2%
BANKS - 4.9%
Bank of New Hampshire Corp. 110,000 4,262
BanPonce Corp. 281,761 11,517
Boatmen's Bancshares, Inc. 137,100 5,878
CCB Financial Corp. 52,800 2,759
Central Fidelity Banks, Inc. 25,000 791
Commerce Bancorp, Inc. 105,000 2,179
Dauphin Deposit Corp. 39,900 1,117
Deposit Guaranty Corp. 25,000 1,075
Fifth Third Bancorp 330,450 15,634
First American Corp. 77,258 3,689
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
BANKS - CONTINUED
First Commerce Bancshares, Inc. 115,600 $ 2,312
First Commerce Bancshares, Inc. Class B 445,900 6,911
First Security Corp. 125,000 4,594
First Tennessee National Corp. 40,000 2,440
Fleet Financial Group, Inc. 98,400 3,936
HUBCO, Inc. 32,470 727
Liberty Bancorporation, Inc. 69,700 2,588
Meridian Bancorp, Inc. 53,833 2,584
Northern Trust Corp. 117,850 6,246
Peoples Heritage Financial Group, Inc. 150,000 3,000
Regions Financial Corp. 98,200 4,137
Southern National Corp. 114,511 3,335
Trans Financial Bancorp, Inc. 60,000 953
Union Bank of San Francisco 163,600 9,325
Union Planters Corp. 20,916 638
U.S. Bancorp 144,100 4,737
Zions Bancorporation 122,200 9,348
116,712
CREDIT & OTHER FINANCE - 0.3%
Greenpoint Financial Corp. 105,500 2,723
Investors Financial Services Corp. (a) 14,795 335
Investors Financial Services Corp. Class A (a) 2,690 61
Triad Guaranty, Inc. (a) 102,800 3,084
6,203
INSURANCE - 4.0%
Allied Group, Inc. 108,500 4,069
Allmerica Financial Corp. 26,100 695
American National Insurance Co. 31,000 2,139
Amerin Corp. 111,900 2,895
Berkley (W.R.) Corp. 137,360 6,902
Capital RE Corp. 100,000 3,025
Cincinnati Financial Corp. 130,000 8,158
Delphi Financial Group, Inc. Class A (a) 102,600 2,385
GCR Holdings Ltd. 5,000 114
HealthCare COMPARE Corp. (a) 126,700 6,145
Home Beneficial Corp. Class B 35,500 852
Liberty Corp. (The) 100,000 3,487
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - CONTINUED
Life Partners Group, Inc. 200,000 $ 2,625
Life USA Holding, Inc. (a) 279,300 2,444
Mercury General Corp. 164,600 7,983
Mid Ocean Ltd. 60,000 2,340
NAC Re Corp. 9,300 316
Ohio Casualty Corp. 262,700 9,720
SAFECO Corp. 292,600 10,497
Security-Connecticut Corp. 127,300 3,183
Titan Holdings, Inc. 100,000 1,350
Trenwick Group, Inc. 45,400 2,463
UNUM Corp. 70,400 4,330
US Facilities Corp. 94,000 1,857
USLife Corp. 101,100 3,248
Western National Corp. 200,000 3,275
96,497
SAVINGS & LOANS - 1.8%
Astoria Financial Corp. 68,100 3,345
Charter One Financial Corp. 252,900 7,998
Collective Bancorp, Inc. 182,800 4,593
Commercial Federal Corp. 158,700 5,872
First Financial Corp. of Wisconsin 100,000 2,188
Glendale Federal Bank FSB (a) 100,000 1,675
Long Island Bancorp, Inc. 150,000 3,872
Quaker City Bancorp (a) 97,600 1,238
Roosevelt Financial Group, Inc. 100,000 1,738
Springfield Institution for Savings 64,000 1,144
Standard Financial, Inc. (a) 50,000 756
Washington Federal, Inc. 120,000 2,880
Washington Mutual, Inc. 164,000 4,958
42,257
SECURITIES INDUSTRY - 0.2%
Nomura Securities Co. Ltd. 188,000 4,072
Quick & Reilly Group, Inc. (The) 75,000 1,744
5,816
TOTAL FINANCE 267,485
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - 10.1%
DRUGS & PHARMACEUTICALS - 4.9%
Alkermes, Inc. (a) 150,000 $ 1,481
Amgen, Inc. (a) 618,400 37,181
Biochem Pharmaceuticals, Inc. (a) 26,900 1,180
Biogen, Inc. (a) 189,800 13,333
COR Therapeutics, Inc. (a) 100,000 1,038
Cell Genesys, Inc. (a) 149,800 1,479
Chiron Corp. (a) 35,000 4,025
Copley Pharmaceutical, Inc. (a) 266,700 5,134
Depotech Corp. 2,000 39
Genetics Institute, Inc. depositary shares (a) 60,000 3,825
Genzyme Corp. (a) 120,000 9,105
Gilead Sciences, Inc. (a) 24,300 869
Guilford Pharmaceuticals, Inc. (a) 162,500 3,839
Immunex Corp. (a) 99,100 1,623
Inhale Therapeutic Systems (a) 100,000 1,225
Myriad Genetics 4,000 134
Nature's Sunshine Products, Inc. 110,000 3,520
Protein Design Labs, Inc. (a) 155,600 4,298
Sepracor, Inc. (a) 237,900 4,431
Sequus Pharmaceuticals, Inc. (a) 100,000 1,863
Sigma Aldrich Corp. 140,000 7,350
Telor Ophthalmic Pharmaceuticals, Inc. (a) 50 -
Vertex Pharmaceuticals, Inc. (a) 120,900 3,264
Watson Pharmaceuticals, Inc. (a) 136,500 6,245
116,481
MEDICAL EQUIPMENT & SUPPLIES - 2.7%
ADAC Laboratories 180,000 2,542
Baxter International, Inc. 226,600 10,310
Benson Eyecare Corp. (a) 100,000 950
Biomet, Inc. (a) 145,000 2,719
Boston Scientific Corp. (a) 100,000 5,125
Coherent, Inc. (a) 60,000 2,738
Cygnus, Inc. (a) 214,800 4,484
De Rigo Spa sponsored ADR 2,400 60
Exogen, Inc. 100,000 2,125
Medisense, Inc. (a) 90,100 2,399
Nellcor, Inc. (a) 51,300 3,181
St. Jude Medical, Inc. (a) 251,150 11,082
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Spacelabs Medical, Inc. (a) 15,700 $ 424
Thermo Cardiosystems, Inc. (a) 97,900 7,245
Utah Medical Products, Inc. (a) 152,000 3,173
Vital Signs, Inc. 191,400 6,053
64,610
MEDICAL FACILITIES MANAGEMENT - 2.5%
Advantage Health Corp. (a) 60,600 2,818
Apria Healthcare Group, Inc. (a) 63,280 1,661
Coventry Corp. (a) 125,000 2,297
Emeritus Corp. (a) 200,000 3,600
FHP International Corp. (a) 100,000 2,887
Health Management, Inc. (a) 100,000 1,262
Lincare Holdings, Inc. (a) 150,940 4,000
Maxicare Health Plans, Inc. (a) 242,000 6,685
Meadowbrook Insurance Group, Inc. (a) 24,300 799
Medpartners/Mullikin, Inc. (a) 135,400 4,874
National Surgery Centers, Inc. 1,500 42
Pediatrix Medical Group 2,000 67
Phymatrix Corp. 61,000 1,311
Physician Corp. of America (a) 290,600 5,231
Renal Treatment Centers, Inc. (a) 46,600 2,132
Rotech Medical Corp. (a) 60,000 1,808
Sterling Healthcare Group, Inc. (a) 100,000 1,250
Sterling House Corp. 5,000 74
TheraTx, Inc. (a) 143,300 1,308
Total Renal Care Holdings, Inc. 3,000 83
United Dental Care, Inc. 2,500 101
U.S. Healthcare, Inc. 274,700 13,323
Wellcare Management Group, Inc. (a) 25,000 656
58,269
TOTAL HEALTH 239,360
HOLDING COMPANIES - 0.3%
Nolato AB Class B Free shares 296,500 2,180
Partner Re Holdings 150,000 4,181
6,361
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 4.8%
ELECTRICAL EQUIPMENT - 2.4%
Adtran, Inc. (a) 102,000 $ 2,805
Antec Corp. (a) 94,500 1,418
Avid Technology, Inc. (a) 39,900 718
California Microwave Corp. (a) 100,000 1,863
General Electric Co. 300,000 23,025
Glenayre Technologies, Inc. 530,850 21,234
Omnipoint Corp. 3,000 62
Omron Corp. 137,000 3,019
Pinnacle Systems (a) 13,300 226
Spectrum Control, Inc. (a) 250,000 781
Telular Corp. (a) 100,000 550
VWR Corp. 71,800 915
56,616
INDUSTRIAL MACHINERY & EQUIPMENT - 1.6%
BW/IP Holdings, Inc. Class A 330,000 4,785
Brenco, Inc. 108,000 972
Duriron Co., Inc. 380,000 8,740
FSI International, Inc. (a) 50,000 775
Goulds Pumps, Inc. 69,300 1,542
Greenfield Industries, Inc. 148,200 4,224
Ionics, Inc. (a) 32,300 1,296
Park Ohio Industries, Inc. (a) 261,063 3,655
Stewart & Stevenson Services, Inc. 440,000 10,890
Strategic Distribution, Inc. 50,000 337
Watts Industries, Inc. Class A 100,000 1,737
38,953
POLLUTION CONTROL - 0.8%
Allied Waste Industries, Inc. 236,000 2,095
Continental Waste Industries, Inc. 119,833 1,423
Safety Kleen Corp. 100,000 1,500
TETRA Technologies, Inc. (a) 100,000 1,575
United Waste Systems, Inc. (a) 70,200 3,027
WMX Technologies, Inc. 315,000 9,411
19,031
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 114,600
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - 4.3%
BROADCASTING - 2.5%
American Telecasting, Inc. (a) 170,500 $ 2,558
CAI Wireless Systems, Inc. (a) 164,010 1,640
Comcast Corp. Class A special 330,000 6,641
Heartland Wireless Communications, Inc. (a) 16,700 474
Heftel Broadcasting Corp. Class A (a) 100,000 1,775
People's Choice TV Corp. (a) 295,100 4,574
Sinclair Broadcast Group, Inc. Class A 264,800 4,766
TCA Cable TV, Inc. 185,000 5,712
TCI Group Class A 950,900 20,088
Tele-Communications Liberty Media Group Series A (a) 182,150 4,986
Telewest Communications PLC (a) 1,449,000 2,740
U.S. Satellite Broadcasting Co., Inc. Class A 3,000 103
Viacom, Inc. Class A (a) 60,000 2,400
Wireless One, Inc. 2,000 32
58,489
ENTERTAINMENT - 0.2%
American Classic Voyages Co. 146,800 1,413
Anchor Gaming (a) 27,700 658
Regal Cinemas, Inc. (a) 63,300 1,836
3,907
LEISURE DURABLES & TOYS - 0.1%
Arctco, Inc. 158,350 1,762
LODGING & GAMING - 0.9%
Argosy Gaming Corp. (a) 50,000 387
Bristol Hotel Co. (a) 2,500 70
Casino America, Inc. (a) 150,000 937
Extended Stay America, Inc. (a) 1,500 47
Grand Casinos, Inc. (a) 100,000 2,988
Hilton Hotels Corp. 80,000 6,220
Mirage Resorts, Inc. (a) 100,000 3,900
Players International, Inc. (a) 108,950 994
Promus Hotel Corp. (a) 25,000 625
Showboat, Inc. 100,000 2,350
Station Casinos, Inc. (a) 150,000 1,847
WMS Industries, Inc. (a) 55,900 1,048
21,413
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.0%
World Color Press, Inc. 7,000 $ 139
RESTAURANTS - 0.6%
Bertucci's, Inc. (a) 118,800 609
Buffets, Inc. (a) 165,000 2,269
Darden Restaurants, Inc. 200,000 2,300
IHOP Corp. (a) 125,300 2,725
Longhorn Steaks, Inc. (a) 172,600 3,193
Outback Steakhouse, Inc. (a) 131,800 4,003
Taco Cabana, Inc. (a) 85,000 521
15,620
TOTAL MEDIA & LEISURE 101,330
NONDURABLES - 1.0%
AGRICULTURE - 0.1%
Kanthal AB Class B Free shares 225,200 3,116
BEVERAGES - 0.1%
LVMH (Moet-Hennessy Louis Vuitton) 8,250 1,840
Redhook Ale Brewery, Inc. 800 21
1,861
FOODS - 0.1%
Tyson Foods, Inc. 104,600 2,719
HOUSEHOLD PRODUCTS - 0.1%
Estee Lauder Companies, Inc. (a) 6,000 221
Helen of Troy Corp. (a) 66,900 1,330
Rubbermaid, Inc. 50,000 1,419
2,970
TOBACCO - 0.6%
Philip Morris Companies, Inc. 150,000 13,950
TOTAL NONDURABLES 24,616
PRECIOUS METALS - 0.7%
Ashanti Goldfields Ltd. GDR 150,000 3,525
Barrick Gold Corp. 150,000 4,396
Firstmiss Gold, Inc. (a) 142,099 3,837
Newmont Mining Corp. 100,000 5,600
17,358
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - 4.3%
APPAREL STORES - 0.4%
Baby Superstore, Inc. (a) 55,000 $ 2,667
Cato Corp. Class A 200,000 1,400
Gymboree Corp. (a) 82,500 1,382
Urban Outfitters, Inc. (a) 127,300 3,135
8,584
APPLIANCE STORES - 0.1%
Cellstar Corp. (a) 104,600 2,275
DRUG STORES - 0.1%
General Nutrition Companies, Inc. (a) 100,000 2,188
GENERAL MERCHANDISE STORES - 1.0%
Casey's General Stores, Inc. 122,500 2,817
Dollar Tree Stores 114,000 4,018
Ito-Yokado Co. Ltd. 104,000 5,914
Mitsukoshi Ltd. ADR 368,000 3,285
Price/Costco, Inc. (a) 247,400 3,866
Proffitts, Inc. (a) 142,900 3,126
23,026
GROCERY STORES - 0.3%
Food Lion, Inc. Class B 115,000 647
Richfood Holdings, Inc. Class A 205,000 5,202
Vons Companies, Inc. (a) 52,700 1,561
7,410
RETAIL & WHOLESALE, MISCELLANEOUS - 2.4%
Amway Japan Ltd. 112,000 5,041
Bed Bath & Beyond, Inc. (a) 150,600 5,977
CDW Computer Centers, Inc. (a) 50,000 2,394
Cameron Ashley, Inc. (a) 178,000 1,780
Corporate Express (a) 157,000 4,141
Creative Computers, Inc. 36,500 447
Futures Shops Ltd. (a) 200,200 1,895
Gadzooks, Inc. 107,000 2,661
Global Directmail Corp. (a) 40,000 1,115
Good Guys, Inc. (a) 185,800 1,649
Micro Warehouse, Inc. (a) 114,300 4,286
Sodak Gaming, Inc. (a) 171,400 4,499
Sound Advice, Inc. (warrants) (a) 147 -
Spiegel, Inc. Class A 191,200 1,482
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Staples, Inc. (a) 200,000 $ 4,925
Sunglass Hut International, Inc. (a) 162,500 4,520
U.S. Office Products Co. 100,000 2,350
Viking Office Products, Inc. (a) 120,000 6,119
Zale Corp. (a) 246,500 3,405
58,686
TOTAL RETAIL & WHOLESALE 102,169
SERVICES - 1.0%
ADVERTISING - 0.0%
CKS Group, Inc. (a) 1,000 36
LEASING & RENTAL - 0.1%
Hollywood Entertainment Corp. (a) 26,500 209
Movie Gallery, Inc. (a) 100,400 2,058
2,267
SERVICES - 0.9%
AccuStaff, Inc. (a) 140,000 6,440
Borg Warner Security Corp. (a) 333,200 3,749
Career Horizons, Inc. (a) 100,000 3,950
Corestaff, Inc. 1,500 56
FYI, Inc. 2,500 48
Interim Services, Inc. (a) 10,000 372
Manpower, Inc. 32,700 879
PMT Services, Inc. (a) 100,000 2,000
Robert Half International, Inc. (a) 18,000 758
Zebra Technologies Corp. Class A (a) 65,000 2,015
20,267
TOTAL SERVICES 22,570
TECHNOLOGY - 28.0%
COMMUNICATIONS EQUIPMENT - 4.0%
ADC Telecommunications, Inc. (a) 193,500 7,474
Active Voice Corp. (a) 100,800 2,520
Aspect Telecommunications Corp. (a) 190,000 7,030
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMMUNICATIONS EQUIPMENT - CONTINUED
Brite Voice Systems, Inc. (a) 120,600 $ 1,688
Cabletron Systems, Inc. (a) 20,000 1,543
Cisco Systems, Inc. (a) 321,400 26,757
DSC Communications Corp. (a) 71,100 2,071
Dialogic Corp. (a) 142,700 4,245
Digital Systems International, Inc. (a) 83,700 1,078
Dynatech Corp. (a) 180,100 3,602
Ericsson (L.M.) Telephone Co. Class B ADR 14,600 301
InterVoice, Inc. (a) 220,000 4,812
Microcom, Inc. (a) 100,000 2,487
Network General Corp. (a) 226,600 9,064
Octel Communications Corp. (a) 220,100 8,089
P-COM, Inc. 20,000 280
3Com Corp. (a) 189,600 8,698
U.S. Robotics Corp. 36,902 3,257
Westell Technologies, Inc. Class A (a) 1,400 33
95,029
COMPUTER SERVICES & SOFTWARE - 11.2%
American Business Information, Inc. (a) 157,500 2,441
American Management Systems, Inc. (a) 375,000 8,016
Arbor Software Corp. 700 29
Ascend Communications, Inc. (a) 46,400 1,804
BMC Software, Inc. (a) 100,000 5,525
Baan Co. NV (a) 60,000 2,602
Bisys Group, Inc. (The) (a) 121,075 3,723
Black Box Corp. (a) 107,500 1,854
Boole & Babbage, Inc. (a) 135,450 3,014
Broadway & Seymour, Inc. (a) 17,700 230
Broderbund Software, Inc. (a) 289,200 14,026
CBT Group PLC sponsored ADR 33,300 1,807
C.I.S. Technologies, Inc. (a) 200,000 487
Cognos, Inc. (a) 53,400 2,100
CompUSA, Inc. (a) 429,800 15,258
Computer Management Sciences, Inc. (a) 1,100 19
Computron Software, Inc. 1,500 23
Cooper & Chyan Technology, Inc. 2,000 27
DST Systems, Inc. 111,000 3,372
Data Broadcasting Corp. (a) 190,000 2,209
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Datastream Systems, Inc. 53,000 $ 1,020
Davidson & Associates, Inc. (a) 50,000 925
ECI Telecom Ltd. 300,000 6,450
Edmark Corp. (a) 44,300 1,584
Electronic Arts, Inc. (a) 135,000 3,240
Enterprise Systems, Inc. (a) 1,100 32
FTP Software, Inc. (a) 77,600 892
Firefox Communications, Inc. 67,000 779
GMIS, Inc. (a) 57,100 585
HPR, Inc. 900 32
HBO & Co. 80,000 6,720
Hogan Systems, Inc. (a) 245,400 2,515
IDX Systems Corp. 3,000 98
Informix Corp. (a) 148,000 4,939
Maxis, Inc. 70,000 1,873
McAfee Associates, Inc. (a) 153,550 7,676
Mecon, Inc. 1,500 26
Medic Computer Systems, Inc. (a) 110,000 6,243
Mentor Graphics Corp. (a) 130,000 1,836
Mercury Interactive Group Corp. (a) 175,300 3,637
MetaTools, Inc. (a) 2,000 44
MicroAge, Inc. (a) 100,500 961
Microsoft Corp. (a) 453,900 41,987
Open Text Corp. 1,000 17
Oracle Systems Corp. (a) 676,550 32,305
Parametric Technology Corp. (a) 54,980 3,560
Peoplesoft, Inc. (a) 94,000 4,465
Platinum Technology, Inc. (a) 67,500 915
Policy Management Systems Corp. (a) 56,300 2,674
Reuters Holdings PLC ADR Class B 100,000 5,613
SPSS, Inc. (a) 136,200 2,179
Saville Systems Ireland PLC sponsored ADR 811,400 13,895
Secure Computing Corp. 1,000 39
Shared Medical Systems Corp. 50,000 2,850
Sierra On-Line, Inc. (a) 202,000 5,025
Smith Micro Software, Inc. 1,100 8
Softdesk, Inc. (a) 121,700 1,582
Softkey International, Inc. (a) 30,000 416
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Softquad International, Inc. 40,000 $ 473
Stratacom, Inc. (a) 71,000 5,325
SunGard Data Systems, Inc. (a) 204,500 6,084
Sybase, Inc. (a) 68,000 2,329
Symantec Corp. (a) 298,400 3,544
Technology Solutions, Inc. (a) 197,500 3,827
Vantive Corp. 800 19
Viewlogic Systems, Inc. (a) 110,000 1,169
Visio Corp. 2,000 54
Visioneer, Inc. 2,000 44
Wind River Systems, Inc. (a) 93,500 2,653
Wonderware Corp. (a) 100,000 1,600
265,324
COMPUTERS & OFFICE EQUIPMENT - 5.3%
AST Research, Inc. (a) 246,869 1,944
Adaptec, Inc. (a) 103,000 4,532
Bay Networks, Inc. (a) 340,000 14,450
Canon, Inc. 611,000 11,524
Compaq Computer Corp. (a) 50,000 2,356
Dell Computer Corp. (a) 373,600 10,227
Digital Equipment Corp. (a) 195,200 14,128
Discreet Logic, Inc. 47,000 1,234
Encad, Inc. (a) 185,000 3,376
FileNet Corp. (a) 180,000 9,990
Gateway 2000, Inc. (a) 224,600 5,811
In Focus Systems, Inc. (a) 173,000 6,444
International Business Machines Corp. 30,000 3,262
MICROS Systems, Inc. (a) 100,000 4,875
Peak Technologies Group, Inc. (a) 100,000 2,500
Sandisk Corp. 1,500 29
Spacetec IMC Corp. (a) 4,600 55
Sun Microsystems, Inc. (a) 115,100 5,295
Tech Data Corp. (a) 355,500 4,844
Wang Laboratories, Inc. (a) 1,000,100 18,627
125,503
ELECTRONIC INSTRUMENTS - 0.7%
Analogic Corp. 118,500 2,163
Applied Materials, Inc. (a) 110,600 4,092
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONIC INSTRUMENTS - CONTINUED
Cognex Corp. (a) 30,000 $ 668
Credence Systems Corp. (a) 98,700 2,430
KLA Instruments Corp. (a) 215,800 6,366
Plasma & Materials Technologies, Inc. 1,600 20
Sensonor AS (a) 200,000 1,596
Wandel & Goltermann Technologies, Inc. (a) 34,700 373
17,708
ELECTRONICS - 6.6%
AVX Corp. 105,600 2,772
Allgon AB Class B Free shares 200,000 2,667
Altera Corp. (a) 111,200 7,325
Analog Devices, Inc. (a) 28,200 635
Atmel Corp. (a) 91,900 2,619
Brightpoint, Inc. 105,000 1,864
C-Cube Microsystems, Inc. (a) 37,000 2,220
Cyrix Corp. (a) 100,000 2,575
DH Technology, Inc. (a) 208,100 4,682
Exar Corp. (a) 100,000 1,463
Hitachi Ltd. 361,000 3,640
Integrated Device Technology, Inc. (a) 130,000 1,706
Intel Corp. 1,571,000 86,773
Kemet Corp. (a) 190,000 5,201
Linear Technology Corp. 218,600 9,646
Maxim Integrated Products, Inc. (a) 250,400 8,889
Merix Corp. (a) 50,000 1,481
Microchip Technology, Inc. (a) 32,650 1,086
Molex, Inc. 210,937 6,803
Robinson Nugent, Inc. (b) 281,500 1,654
Sanmina Corp. (a) 8,700 459
Speedfam International, Inc. 12,000 156
Tegal Corp. 8,500 79
Zycon Corp. 6,500 76
156,471
PHOTOGRAPHIC EQUIPMENT - 0.2%
Fuji Photo Film Co. Ltd. 188,000 5,301
TOTAL TECHNOLOGY 665,336
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - 3.0%
AIR TRANSPORTATION - 0.7%
Atlantic Southeast Airlines, Inc. 100,000 $ 1,844
Atlas Air, Inc. 7,300 157
Midwest Express Holdings, Inc. 2,000 53
Northwest Airlines Corp. Class A (a) 153,000 6,904
SkyWest, Inc. 140,000 1,820
Trans World Airlines, Inc. 400,000 4,000
Valujet, Inc. (a) 103,100 2,294
17,072
RAILROADS - 0.7%
Wisconsin Central Transportation Corp. (a) 235,600 17,670
TRUCKING & FREIGHT - 1.6%
Air Express International Corp. 82,900 1,782
American Freightways Corp. (a) 175,000 1,772
Arkansas Best Corp. 95,600 609
Arnold Industries, Inc. 92,500 1,347
Caliber System, Inc. 122,600 4,659
Expeditors International of Washington, Inc. 81,500 1,936
Harper Group 201,000 3,492
Hunt (J.B.) Transport Services, Inc. 210,000 3,281
Knight Transportation, Inc. (a) 75,000 1,125
Landair Services, Inc. (a) 219,100 2,848
Landstar System, Inc. (a) 150,300 3,758
M.S. Carriers, Inc. (a) 100,000 1,600
Mark VII, Inc. (a) 160,900 2,635
Roadway Express, Inc. 75,100 826
TNT Freightways Corp. 209,300 3,872
Transport Corp. of America, Inc. (a) 100,000 1,038
Werner Enterprises, Inc. 40,000 860
37,440
TOTAL TRANSPORTATION 72,182
UTILITIES - 5.7%
CELLULAR - 1.6%
A Plus Network, Inc. 29,200 310
Arch Communications Group, Inc. (a) 102,000 2,218
Cellular Communications, Inc. Series A (redeemable) (a) 146,400 7,228
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
CELLULAR - CONTINUED
International Cabletel, Inc. (a) 109,200 $ 2,525
Metrocall, Inc. 100,000 2,000
Mobile Telecommunications Technologies, Inc. (a) 358,600 6,096
Nextel Communications, Inc. Class A (a) 50,000 688
Paging Network, Inc. (a) 250,000 6,375
Palmer Wireless, Inc. (a) 149,100 2,535
Rogers Cantel Mobile Communications, Inc.
Class B (non-vtg.) (a) 63,800 1,487
Vanguard Cellular Systems, Inc. Class A (a) 276,700 5,811
37,273
TELEPHONE SERVICES - 4.1%
AT&T Corp. 130,000 8,694
Frontier Corp. 100,000 2,975
Intermedia Communications of Florida, Inc. (a) 150,000 2,400
LCI International, Inc. (a) 255,400 6,066
MCI Communications Corp. 1,112,400 31,842
MFS Communications, Inc. (a) 211,200 12,778
Tel-Save Holdings, Inc. 2,000 34
Transaction Network Services, Inc. (a) 100,000 2,700
U.S. Long Distance Corp. (a) 399,200 5,738
WorldCom, Inc. (a) 701,087 25,677
98,904
TOTAL UTILITIES 136,177
TOTAL COMMON STOCKS
(Cost $1,504,476) 1,929,271
NONCONVERTIBLE BONDS - 0.2%
MOODY'S PRINCIPAL
RATINGS AMOUNT (000S)
UTILITIES - 0.2%
CELLULAR - 0.2%
Nextel Communications, Inc. 0%, 8/15/04 (c)
(Cost $3,765) B3 $ 7,125 3,848
U.S. TREASURY OBLIGATIONS - 2.7%
MOODY'S PRINCIPAL VALUE (NOTE 1)
RATINGS (B) AMOUNT (000S) (000S)
6 7/8%, 8/15/25 Aaa $ 45,000 $ 50,224
6 1/2% 8/15/05 Aaa 14,300 15,220
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $64,458) 65,444
REPURCHASE AGREEMENTS - 15.9%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.88% dated
1/31/96 due 2/1/96 $ 377,174 377,112
PURCHASED OPTIONS - 0.1%
AMOUNTS IN THOUSANDS EXPIRATION DATE/ UNDERLYING FACE
STRIKE PRICE AMOUNT AT VALUE
3,800 Bank of America OTC Put
Options on Japanese Yen July 96/100 $ 3,550 223
34,500 Bank of America OTC Put
Options on Japanese Yen July 96/99.66 32,121 2,103
1,900 J. Aron and Co. OTC Put
Options on Japanese Yen June 96/99.56 1,767 118
TOTAL PURCHASED OPTIONS
(Cost $2,110) 2,444
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,951,921) $ 2,378,119
LEGEND
(1.) Non-income producing
(2.) Affiliated company (see Note 6 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.
(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 $4,125,000 or 0.2% of net
assets.
INCOME TAX INFORMATION
At January 31, 1996, the aggregate cost of investment securities for income
tax purposes was $1,954,892,000. Net unrealized appreciation aggregated
$423,227,000, of which $500,285,000 related to appreciated investment
securities and $77,058,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER SHARE AMOUNTS) JANUARY 31, 1996 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 2,378,119
agreements of $377,112) (cost $1,951,921) -
See accompanying schedule

Receivable for investments sold 13,457

Receivable for fund shares sold 5,842

Dividends receivable 550

Interest receivable 1,848

Other receivables 982

TOTAL ASSETS 2,400,798

LIABILITIES

Payable for investments purchased $ 26,118

Payable for fund shares redeemed 6,684

Accrued management fee 1,006

Other payables and accrued expenses 619

TOTAL LIABILITIES 34,427

NET ASSETS $ 2,366,371

Net Assets consist of:

Paid in capital $ 1,860,090

Undistributed net investment income 1,847

Accumulated undistributed net realized gain (loss) on 78,238
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 426,196
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 78,208 shares outstanding $ 2,366,371

NET ASSET VALUE and redemption price per share $30.26
($2,366,371 (divided by) 78,208 shares)

Maximum offering price per share (100/97.00 of $30.26) $31.20

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, 1996 (UNAUDITED)

INVESTMENT INCOME $ 5,866
Dividends (including $17 received from affiliated issuers)

Interest 6,479

TOTAL INCOME 12,345

EXPENSES

Management fee $ 7,395
Basic fee

Performance adjustment (1,448)

Transfer agent fees 2,590

Accounting fees and expenses 382

Non-interested trustees' compensation 7

Custodian fees and expenses 56

Registration fees 91

Audit 24

Legal 7

Total expenses before reductions 9,104

Expense reductions (85) 9,019

NET INVESTMENT INCOME 3,326

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:

Investment securities (including realized loss of $871 168,539
on
sale of investments in affiliated issuers)

Foreign currency transactions (6) 168,533

Change in net unrealized appreciation (depreciation) on:

Investment securities (104,791)

Assets and liabilities in foreign currencies 333 (104,458)

NET GAIN (LOSS) 64,075

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 67,401
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED JANUARY JULY 31,
31,1996 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 3,326 $ 5,210
Net investment income

Net realized gain (loss) 168,533 60,211

Change in net unrealized appreciation (depreciation) (104,458) 493,273

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 67,401 558,694
FROM OPERATIONS

Distributions to shareholders (1,479) (5,090)
From net investment income

From net realized gain (130,433) (6,456)

TOTAL DISTRIBUTIONS (131,912) (11,546)

Share transactions 984,356 1,283,245
Net proceeds from sales of shares

Reinvestment of distributions 129,010 11,034

Cost of shares redeemed (792,562) (961,208)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 320,804 333,071
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 256,293 880,219

NET ASSETS

Beginning of period 2,110,078 1,229,859

End of period (including undistributed net investment $ 2,366,371 $ 2,110,078
income of $1,847 and $0, respectively)

OTHER INFORMATION
Shares

Sold 31,818 50,478

Issued in reinvestment of distributions 4,239 495

Redeemed (25,712) (37,963)

Net increase (decrease) 10,345 13,010

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS ENDED YEARS ENDED JULY 31,

JANUARY 31, 1996

(UNAUDITED) 1995 1994 D 1993 1992 1991

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, $ 31.09 $ 22.42 $ 25.90 $ 24.65 $ 24.28 $ 20.42
beginning of period

Income from Investment
Operations

Net investment .04 .09 .12 .06 .08 .19
income

Net realized and .95 8.79 (.08) 3.68 2.92 4.30
unrealized gain (loss)

Total from investment .99 8.88 .04 3.74 3.00 4.49
operations

Less Distributions (.02) (.09) (.12) (.25) (.12) (.05)
From net investment
income

From net realized gain (1.80) (.12) (3.40) (2.24) (2.51) (.58)

Total distributions (1.82) (.21) (3.52) (2.49) (2.63) (.63)

Net asset value, $ 30.26 $ 31.09 $ 22.42 $ 25.90 $ 24.65 $ 24.28
end of period

TOTAL RETURN B, C 3.22% 39.98% (.36)% 16.67 13.30 23.03
% % %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 2,366 $ 2,110 $ 1,230 $ 1,327 $ 1,037 $ 864
period (in millions)

Ratio of expenses to .81% A .82% .89% 1.08 1.17 1.29
average net assets % % %

Ratio of expenses to .80% A .81% .88% 1.08 1.17 1.29
average net assets , E E E % % %
after expense
reductions

Ratio of net investment .29% A .35% .48% .53 .59 1.00
income to average % % %
net assets

Portfolio turnover rate 123% A 62% 222% 213 245 198
% % %

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
D 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.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 1996 (Unaudited)

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 financial statements have been prepared
in conformity with generally accepted accounting principles which permit
management to make certain estimates and assumptions at the date of the
financial statements. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. Securities (including restricted 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 and foreign currency options, 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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
of original issue discount, is accrued as earned. Investment income is
recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, 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 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.
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.
2. OPERATING POLICIES - CONTINUED
FUTURES CONTRACTS AND OPTIONS. The fund may use futures and options
contracts to manage its exposure to the stock and bond markets and to
fluctuations in interest rates and currency values. Buying futures, writing
puts, and buying calls tend to increase the fund's exposure to the
underlying instrument. Selling futures, buying puts, and writing calls tend
to decrease the fund's exposure to the underlying instrument, or hedge
other fund investments. Written options involve, to varying degrees, risk
of loss in excess of the the option value reflected in the Statement of
Assets and Liabilities. The underlying face amount at value is shown in the
schedule of investments under the caption "Purchased Options." This amount
reflects each contract's exposure to the underlying instrument at period
end. Losses may arise from changes in the value of the underlying
instruments, if there is an illiquid secondary market for the contracts, or
if the counterparties do not perform under the contracts' terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options are valued using the last sale price or, in the absence of a sale,
the last offering price. Options traded over-the-counter are valued using
dealer-supplied valuations.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,281,455,000 and $1,252,729,000, respectively, of which U.S.
government and government agency obligations aggregated $64,458,000 and $0,
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 .2500% 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 .35%. The
basic fee is subject to a performance adjustment (up to a maximum of
(plus/minus) .20%) based on the fund's investment performance as compared
to the appropriate index over a specified period of time. For the period,
the management fee was equivalent to an annualized rate of .53% 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 $472,000 on sales of shares of the fund.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
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. For the
period, the transfer agent fees were equivalent to an annualized rate of
.23% of average net assets.
ACCOUNTING FEES. FSC maintains the funds' 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 $570,000 for the period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$33,000 under this arrangement.
In addition, the fund has entered into an arrangement with its transfer
agent whereby interest earned on uninvested cash balances was used to
offset a portion of the fund's expenses. During the period, the fund's
transfer agent fees were reduced by $52,000 under this arrangement.
6. TRANSACTIONS WITH
AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions 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
Robinson Nugent, Inc. $ - $ - $ 17 $ 1,654
Telor Ophthalmic Pharmaceuticals, Inc. - 918 - -
TOTALS $ - $ 918 $ 17 $ 1,654
TO CALL FIDELITY

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Abigail P. Johnson, Vice President
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

FIDELITY

(REGISTERED TRADEMARK)
DIVIDEND GROWTH
FUND
SEMIANNUAL REPORT
JANUARY 31, 1996
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.

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, FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
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

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 JANUARY 31, 1996 PAST 6 PAST 1 LIFE OF
MONTHS YEAR FUND

Dividend Growth 8.94% 40.81% 79.28%

S&P 500(registered trademark) 14.54% 38.66% 58.21%

Growth Funds Average 8.29% 32.65% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, 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 growth funds average, which reflects
the performance of 620 growth funds with similar objectives tracked by
Lipper Analytical Services over the past six months. Both benchmarks
include reinvested dividends and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1996 PAST 1 LIFE OF
YEAR FUND

Dividend Growth 40.81% 23.49%

S&P 500(registered trademark) 38.66% 18.03%

Growth Funds Average 32.65% 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 Standard
04/27/93 10000 10000.00
04/30/93 10150 10155.08
05/31/93 10480 10427.23
06/30/93 10700 10457.47
07/31/93 10800 10415.64
08/31/93 11550 10810.40
09/30/93 11820 10727.16
10/31/93 12080 10949.21
11/30/93 11680 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 13142.6 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
08/31/95 16528.28 13846.82
09/30/95 16956.49 14431.16
10/31/95 16359.88 14379.64
11/30/95 17176.3 15010.91
12/31/95 17454.52 15300.02
01/31/96 17928.35 15820.83
$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 January 31, 1996, the value of your investment would have grown
to $17,928 - a 79.28% 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 $15,821 - a
58.21% 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

An interview with Steve Wymer, Portfolio Manager of Fidelity Dividend
Growth Fund
Q. HOW HAS THE FUND PERFORMED, STEVE?
A. The fund had a total return of 8.94% for the six months ended January
31, 1996. That was slightly better than the growth funds average, which was
8.29% for the same period, according to Lipper Analytical Services. For the
12 months ended January 31, 1996, the fund had a total return of 40.81%,
compared to 32.65% for the Lipper average. Overall, I was pleased with the
fund's performance. Most growth funds have underperformed because the
market's advance has been concentrated in a few industries and among
larger-capitalization companies.
Q. WHAT HAS THE INVESTING ENVIRONMENT BEEN LIKE OVER THE PAST SIX MONTHS?
A. The stock market saw a strong rally throughout 1995, one that continued
through the end of the period. During the past six months, the market
initially was led by the technology sector, with strength throughout the
period from the finance sector, as well as large-cap and blue chip stocks -
with many growth funds underperforming indexes such as the Standard &
Poor's Composite Index of 500 Stocks.
Q. LET'S DISCUSS TECHNOLOGY AND THE FUND'S INVESTMENTS IN THAT SECTOR,
WHICH YOU'VE REDUCED OVER THE PAST SIX MONTHS FROM 21.9% TO 6.1% OF THE
FUND . . .
A. Although technology was one of the best performing sectors for the
12-month period, it faltered over the past six months. Last summer,
technology was the place to be, driven largely by the strong performance of
Intel's Pentium microchip, the Microsoft Windows 95 launch and the strong
performance of Internet-related stocks. During the period, memory chip
companies encountered problems with overcapacity, or too much supply. There
were enough components, and shortages were ebbing. As a result, concerns
arose as to whether these companies could meet earnings estimates, and this
anxiety had a ripple effect throughout the technology sector. Even though
the fund benefited from a strong weighting in technology early in the
period, it suffered a bit, relatively speaking, because it didn't have as
much invested there as other funds in its category. In the second half of
the six-month period, though, the fund benefited relative to the market and
its competition from my reduction in investments in the technology sector.
Q. YOU INCREASED INVESTMENTS IN FINANCE AND NONDURABLES . . .
A. Yes. Financial stocks were appealing as interest rates declined and
there were increasing signs that the economy was slowing. Most of the
strength in the nondurables sector was in large-cap, blue chip stocks.
Investors anticipated potential earnings disappointments in 1996, so they
shifted much of their focus to "safe" stocks - those whose earnings growth
generally remains steady regardless of the economic backdrop, such as
Philip Morris, the fund's largest holding at the end of the period. While
the fund did increase investments in these sectors, it would have benefited
from even more exposure.
Q. WHAT KIND OF A STOCK-PICKING STRATEGY DID YOU PURSUE?
A. As a rule, I don't focus on sector rotation or investing in a particular
group of stocks. I tend to pick stocks one by one. If there's one theme I'm
attracted to, it's companies that are attempting to improve earnings
results through self-help measures, regardless of how the economy is doing.
This can include a company breaking itself into two parts, selling off a
division that isn't performing well, undergoing a restructuring or making a
valuable acquisition. These are the kinds of companies that are taking
positive action to enhance shareholder value.
Q. WHAT ARE SOME EXAMPLES OF STOCKS THAT HELPED THE FUND BECAUSE OF THESE
KINDS OF MOVES?
A. Sallie Mae - the Student Loan Marketing Association - redeployed excess
capital to buy back stock and cut expenses. Dole Food spun off its real
estate business into a separate company, which allowed management to focus
exclusively on the fruit business to drive the company's earnings and share
price. Baxter International also started the process of breaking into two
divisions - medical and distribution - with management doing an excellent
job cutting costs, repurchasing shares and focusing on core businesses.
Ultramar, an oil refiner and marketer, started a major upgrade program
aiming to improve refining results regardless of industry conditions.
Q. WHAT WERE THE DISAPPOINTMENTS DURING THE PAST SIX MONTHS?
A. BW/IP is a company that makes pumps and valves and one of its key
indicators is quotes to customers. The quotes have been high but haven't
translated into orders yet. Some of this has been tied to the international
power market, which has been a lot softer than expected. Another
disappointment was Apple Computer, a stock I've since sold. Apple had a
number of problems, which started with trouble executing the high number of
backlog orders during new product cycles.
Q. WHAT DO YOU SEE GOING FORWARD?
A. There are a lot of opportunities in the market. The key is picking the
right stocks. Poor retail sales at the end of the year indicate that
perhaps the economy is still weakening. However, it's important to keep in
mind that this is an election year; in the past, that has been a positive
backdrop for the stock market. It's not time to give up hope on the
economy. But I imagine the economy will continue to look difficult to most
companies. Given that, I think there will be many companies stepping up
self-help measures, creating fertile ground for me to find new investment
ideas.
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 January 31,
1996, more than $583 million
MANAGER: Steve Wymer,
since May 1995; assistant
manager, Fidelity OTC
Portfolio, January 1995-May
1995; manager, Fidelity
Select Chemicals Portfolio,
1993-1994; assistant, Fidelity
Magellan Fund, 1992-
1994; manager, Fidelity Select
Automotive Portfolio, 1990-
1993; joined Fidelity in 1989
(checkmark)
STEVE WYMER ON INVESTING FOR
GROWTH AND DIVIDENDS:
"I primarily focus on
companies that are paying a
dividend already. More
importantly, however, I look
for companies that are going
to grow in the future, either
increasing their existing
dividend, or starting to pay a
dividend and seeking to
increase it in the future.
Typically, you won't see the
fund investing exclusively in
start-up companies - such as
some biotechnology stocks -
or in 5% to 7% yielding utilities
stocks. I'm looking more for
growth stocks that pay a
dividend or show the ability to
pay a dividend in the near
future."
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF JANUARY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Philip Morris Companies, Inc. 2.8 2.7

Federal National Mortgage 2.7 1.8
Association

Stanley Works 1.9 0.0

Student Loan Marketing Association 1.5 0.6

PepsiCo, Inc. 1.5 1.5

American Express Co. 1.5 1.4

Dole Food, Inc. 1.3 0.0

Ultramar Corp. 1.3 0.0

Smith's Food & Drug Center, Inc. 1.3 0.1

Borg Warner Security Corp. 1.2 0.8

TOP FIVE MARKET SECTORS AS OF JANUARY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Nondurables 10.2 9.2

Finance 9.3 7.7

Energy 8.6 3.7

Basic Industries 8.3 3.8

Industrial Machinery & Equipment 8.0 10.2

ASSET ALLOCATION
AS OF JANUARY 31, 1996 * AS OF JULY 31, 1995 **
Row: 1, Col: 1, Value: 8.0
Row: 1, Col: 2, Value: 42.0
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 1, Value: 8.0
Row: 1, Col: 2, Value: 42.0
Row: 1, Col: 3, Value: 50.0
Stocks 92.1%
Short-term
Investments 7.9%
FOREIGN
INVESTMENTS 5.9%
Stocks 92.0%
Short-term
Investments 8.0%
FOREIGN
INVESTMENTS 9.8%
*
**
INVESTMENTS JANUARY 31, 1996 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 92.1%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 1.8%
AEROSPACE & DEFENSE - 1.4%
Aviall, Inc. 100,000 $ 850,000
Boeing Co. 55,000 4,269,375
Northrop Grumman Corp. 25,000 1,600,000
Rohr Industries, Inc. (a) 91,400 1,668,050
8,387,425
DEFENSE ELECTRONICS - 0.4%
Loral Corp. 50,000 2,312,500
TOTAL AEROSPACE & DEFENSE 10,699,925
BASIC INDUSTRIES - 8.3%
CHEMICALS & PLASTICS - 5.1%
Cytec Industries, Inc. (a) 20,000 1,525,000
Dow Chemical Co. 25,000 1,862,500
du Pont (E.I.) de Nemours & Co. 60,000 4,612,500
First Mississippi Corp. 60,500 1,489,813
Methanex Corp. 150,000 1,174,136
Minnesota Mining & Manufacturing Co. 95,000 6,127,500
Nalco Chemical Co. 60,000 1,837,500
Quaker State Corp. 155,200 2,172,800
Raychem Corp. 40,000 2,675,000
Union Carbide Corp. 150,000 6,318,750
Uniroyal Chemical Corp. 50,000 456,250
30,251,749
IRON & STEEL - 1.5%
Birmingham Steel Corp. 125,000 2,062,500
Chaparral Steel Co. 60,000 945,000
Huntco, Inc. Class A 42,200 654,100
Nucor Corp. 35,000 2,034,375
Quanex Corp. 149,300 3,079,313
8,775,288
METALS & MINING - 1.1%
Aluminum Co. of America 50,400 2,797,200
Oregon Metallurgical Corp. (a) 110,000 1,526,250
RMI Titanium Co. (a) 152,800 1,986,400
6,309,850
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
BASIC INDUSTRIES - CONTINUED
PACKAGING & CONTAINERS - 0.4%
Corning, Inc. 35,000 $ 1,093,750
Crown Cork & Seal Co., Inc. (a) 30,000 1,233,750
2,327,500
PAPER & FOREST PRODUCTS - 0.2%
Mosinee Paper Corp. 45,400 1,186,075
TOTAL BASIC INDUSTRIES 48,850,462
CONGLOMERATES - 0.9%
Dial Corp. (The) 70,000 2,205,000
Figgie International Holdings, Inc. Class A (a) 77,400 861,075
Hanson PLC sponsored ADR 50,000 775,000
ITT Industries, Inc. 50,000 1,300,000
5,141,075
CONSTRUCTION & REAL ESTATE - 1.4%
BUILDING MATERIALS - 0.7%
Fastenal Co. 50,000 1,693,750
Sherwin-Williams Co. 60,000 2,527,500
4,221,250
CONSTRUCTION - 0.5%
Castle & Cooke, Inc. (a) 70,000 980,000
McDermott (J. Ray) SA 115,600 1,921,850
2,901,850
REAL ESTATE INVESTMENT TRUSTS - 0.2%
Beacon Properties Corp. 50,000 1,243,750
TOTAL CONSTRUCTION & REAL ESTATE 8,366,850
DURABLES - 4.5%
AUTOS, TIRES, & ACCESSORIES - 0.7%
Daimler Benz AG sponsored ADR 25,000 1,384,375
SPX Corp. 185,000 2,728,750
4,113,125
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
DURABLES - CONTINUED
CONSUMER ELECTRONICS - 0.4%
Maytag Co. 75,000 $ 1,471,875
Newell Co. 35,000 923,125
2,395,000
HOME FURNISHINGS - 0.8%
Haverty Furniture Companies, Inc. 68,100 842,738
Heilig-Meyers Co. 54,800 849,400
Maxim Group, Inc. (a) 81,100 760,313
Miller (Herman), Inc. 78,800 2,521,600
4,974,051
TEXTILES & APPAREL - 2.6%
Adidas AG (a) 60,000 3,423,968
Fila Holding Spa sponsored ADR 55,000 2,667,500
NIKE, Inc. Class B 60,000 4,185,000
Springs Industries, Inc. Class A 34,900 1,396,000
Westpoint Stevens, Inc. Class A (a) 95,000 1,828,750
Wolverine World Wide, Inc. 70,000 1,776,250
15,277,468
TOTAL DURABLES 26,759,644
ENERGY - 8.6%
COAL - 0.2%
MAPCO, Inc. 25,000 1,409,375
ENERGY SERVICES - 0.9%
Baker Hughes, Inc. 83,000 2,147,625
Dresser Industries, Inc. 39,500 1,027,000
Weatherford Enterra, Inc. (a) 74,500 2,216,375
5,391,000
OIL & GAS - 7.5%
Barrett Resources Corp. (a) 59,500 1,517,250
Belden & Blake Corp. (a) 7,900 128,375
British Petroleum PLC ADR 20,546 2,005,803
Cairn Energy USA, Inc. (a) 90,000 1,260,000
Canada Occidental Petroleum Ltd. 79,700 2,546,210
Chesapeake Energy Corp. (a) 37,650 1,741,313
Cooper Cameron Corp. 35,076 1,306,581
Devon Energy Corp. 30,000 738,750
Giant Industries, Inc. 50,000 600,000
Global Natural Resources, Inc. (a) 90,000 990,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Louisiana Land & Exploration Co. 44,800 $ 1,926,400
Mobil Corp. 30,000 3,322,500
Pogo Producing Co. 30,000 866,250
Royal Dutch Petroleum Co. 20,000 2,780,000
Stone Energy Corp. (a) 70,400 994,400
Sun Company, Inc. 250,000 6,812,500
Tosco Corp. 61,300 2,566,938
Ultramar Corp. 275,000 7,768,750
Union Pacific Resources Group, Inc. 116,500 3,029,000
Vintage Petroleum, Inc. 75,300 1,647,188
44,548,208
TOTAL ENERGY 51,348,583
FINANCE - 9.3%
BANKS - 0.8%
Banc One Corp. 118,900 4,503,338
CREDIT & OTHER FINANCE - 2.0%
American Express Co. 190,892 8,781,032
Equitable Companies, Inc. 59,500 1,465,188
Triad Guaranty, Inc. (a) 43,000 1,290,000
11,536,220
FEDERAL SPONSORED CREDIT - 4.3%
Federal National Mortgage Association 470,000 16,215,000
Student Loan Marketing Association 124,000 9,129,500
25,344,500
INSURANCE - 1.3%
Aetna Life & Casualty Co. 35,000 2,607,500
Allmerica Financial Corp. 53,400 1,421,775
Philadelphia Consolidated Holding Corp. 25,000 493,750
UNUM Corp. 35,100 2,158,650
US Facilities Corp. 55,000 1,086,250
7,767,925
SECURITIES INDUSTRY - 0.9%
Franklin Resources, Inc. 40,500 2,171,813
Lehman Brothers Holdings, Inc. 90,400 2,316,500
Schwab (Charles) Corp. 45,000 1,125,000
5,613,313
TOTAL FINANCE 54,765,296
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HEALTH - 7.5%
DRUGS & PHARMACEUTICALS - 2.9%
Bristol-Myers Squibb Co. 20,000 $ 1,770,000
ICN Pharmaceuticals, Inc. 9,900 196,338
Lilly (Eli) & Co. 20,000 1,150,000
Pharmacia & Upjohn, Inc. 170,500 7,139,688
Rexall Sundown, Inc. (a) 69,000 1,518,000
Schering-Plough Corp. 30,000 1,623,750
Sepracor, Inc. (a) 135,000 2,514,375
SmithKline Beecham PLC ADR 30,000 1,687,500
17,599,651
MEDICAL EQUIPMENT & SUPPLIES - 3.8%
Abbott Laboratories 30,000 1,267,500
Baxter International, Inc. 151,400 6,888,700
Beckman Instruments, Inc. 30,000 1,050,000
Becton, Dickinson & Co. 34,200 2,954,025
Hillenbrand Industries, Inc. 50,000 1,662,500
McKesson Corp. 25,000 1,250,000
Medtronic, Inc. 30,000 1,713,750
Oakley, Inc. 62,700 2,304,225
St. Jude Medical, Inc. (a) 30,000 1,323,750
Steris Corp. 25,000 818,750
Sybron Corp. (a) 46,300 1,122,775
22,355,975
MEDICAL FACILITIES MANAGEMENT - 0.8%
United HealthCare Corp. 40,000 2,515,000
U.S. Healthcare, Inc. 44,100 2,138,850
4,653,850
TOTAL HEALTH 44,609,476
INDUSTRIAL MACHINERY & EQUIPMENT - 8.0%
ELECTRICAL EQUIPMENT - 2.4%
Alcatel Alsthom sponsored ADR 78,500 1,442,438
Asea AB, Series B Free shares 15,000 1,424,906
California Amplifier, Inc. (a) 103,900 3,623,513
General Signal Corp. 85,000 2,868,750
Honeywell, Inc. 71,600 3,642,650
Pacific Scientific Co. 35,000 822,500
Roper Industries, Inc. 10,000 395,625
14,220,382
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 5.1%
AGCO Corp. 70,000 $ 1,706,250
BW/IP Holdings, Inc. Class A 474,100 6,874,450
Caterpillar, Inc. 30,000 1,931,250
Deere & Co. 65,000 2,437,500
Ingersoll-Rand Co. 55,500 2,226,938
Stanley Works 221,000 11,381,500
Stewart & Stevenson Services, Inc. 60,100 1,487,475
Timken Co. 55,000 2,275,625
30,320,988
POLLUTION CONTROL - 0.5%
WMX Technologies, Inc. 90,000 2,688,750
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 47,230,120
MEDIA & LEISURE - 5.5%
BROADCASTING - 0.7%
CAI Wireless Systems, Inc. (a) 56,000 560,000
Grupo Televisa SA de CV sponsored ADR 110,000 3,093,750
Heartland Wireless Communications, Inc. (a) 6,700 190,113
U.S. Satellite Broadcasting Co., Inc. Class A 1,000 27,000
3,870,863
ENTERTAINMENT - 0.2%
MGM Grand, Inc. (a) 50,000 1,475,000
LEISURE DURABLES & TOYS - 0.9%
Brunswick Corp. 155,000 3,506,875
Callaway Golf Co. 80,000 1,730,000
5,236,875
LODGING & GAMING - 0.9%
Hilton Hotels Corp. 30,000 2,332,500
Mirage Resorts, Inc. (a) 25,000 975,000
Showboat, Inc. 76,800 1,804,800
5,112,300
PUBLISHING - 2.1%
Dun & Bradstreet Corp. 80,000 5,200,000
Gannett Co., Inc. 25,000 1,587,500
Knight-Ridder, Inc. 25,000 1,659,375
Meredith Corp. 100 4,550
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
PUBLISHING - CONTINUED
New York Times Co. (The) Class A 30,000 $ 870,000
Scripps (E.W.) Co. Class A 29,800 1,210,625
Times Mirror Co. Class A 60,000 1,860,000
12,392,050
RESTAURANTS - 0.7%
Cracker Barrel Old Country Store, Inc. 17,000 333,625
Darden Restaurants, Inc. 254,600 2,927,900
Longhorn Steaks, Inc. (a) 55,000 1,017,500
4,279,025
TOTAL MEDIA & LEISURE 32,366,113
NONDURABLES - 10.2%
BEVERAGES - 1.5%
PepsiCo, Inc. 150,000 8,943,750
FOODS - 3.4%
Chiquita Brands International, Inc. 140,000 1,907,500
Dole Food, Inc. 210,000 7,822,500
Flowers Industries, Inc. 205,200 2,718,900
General Mills, Inc. 70,000 4,025,000
Interstate Bakeries Corp. 60,000 1,267,500
Nabisco Holdings Class A 20,000 695,000
Ralston Purina Co. 25,000 1,609,375
20,045,775
HOUSEHOLD PRODUCTS - 1.4%
Clorox Co. 20,000 1,652,500
Estee Lauder Companies, Inc. (a) 26,000 958,750
Premark International, Inc. 75,000 3,881,250
Procter & Gamble Co. 25,000 2,096,875
8,589,375
TOBACCO - 3.9%
Philip Morris Companies, Inc. 175,000 16,275,000
RJR Nabisco Holdings Corp. 204,440 6,644,300
22,919,300
TOTAL NONDURABLES 60,498,200
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
PRECIOUS METALS - 1.9%
Ashanti Goldfields Ltd. GDR 100,000 $ 2,350,000
Barrick Gold Corp. 50,000 1,465,395
Firstmiss Gold, Inc. (a) 98,692 2,664,684
Newmont Mining Corp. 90,000 5,040,000
11,520,079
RETAIL & WHOLESALE - 6.0%
APPAREL STORES - 1.1%
Gap, Inc. 50,000 2,356,250
Gymboree Corp. (a) 20,800 348,400
Ross Stores, Inc. 80,000 1,600,000
TJX Companies, Inc. 127,300 2,402,788
6,707,438
GENERAL MERCHANDISE STORES - 2.1%
Dollar General Corp. 100,800 2,507,400
Proffitts, Inc. (a) 86,400 1,890,000
Sears, Roebuck & Co. 95,000 3,942,500
Strawbridge & Clothier Class A 60,000 1,470,000
Wal-Mart Stores, Inc. 110,000 2,241,250
12,051,150
GROCERY STORES - 1.9%
Riser Foods, Inc. Class A 34,700 511,825
Rykoff-Sexton, Inc. 70,000 1,120,000
Smith's Food & Drug Center, Inc. 295,000 7,485,625
Supervalu, Inc. 70,000 2,170,000
11,287,450
RETAIL & WHOLESALE, MISCELLANEOUS - 0.9%
Home Depot, Inc. (The) 35,000 1,610,000
Sports Authority, Inc. 50,000 1,000,000
Sunglass Hut International, Inc. (a) 55,000 1,529,688
Tiffany & Co., Inc. 10,000 553,750
Williams-Sonoma, Inc. (a) 55,000 838,750
5,532,188
TOTAL RETAIL & WHOLESALE 35,578,226
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
SERVICES - 2.5%
LEASING & RENTAL - 0.1%
Danka Business Systems PLC sponsored ADR 10,000 $ 368,750
PRINTING - 0.3%
Deluxe Corp. 56,900 1,671,438
SERVICES - 2.1%
Borg Warner Security Corp. (a) 654,100 7,358,625
Iron Mountain, Inc. 50,000 800,000
Manpower, Inc. 66,100 1,776,438
Western Atlas, Inc. (a) 50,000 2,675,000
12,610,063
TOTAL SERVICES 14,650,251
TECHNOLOGY - 6.1%
COMMUNICATIONS EQUIPMENT - 0.1%
Dialogic Corp. (a) 20,000 595,000
COMPUTER SERVICES & SOFTWARE - 2.6%
Automatic Data Processing, Inc. 50,000 1,993,750
CompuCom Systems, Inc. (a) 255,000 2,135,625
CompUSA, Inc. (a) 140,900 5,001,950
DST Systems, Inc. 97,000 2,946,375
Equifax Inc. 50,000 931,250
Hogan Systems, Inc. (a) 49,600 508,400
Policy Management Systems Corp. (a) 40,000 1,900,000
15,417,350
COMPUTERS & OFFICE EQUIPMENT - 2.9%
Compaq Computer Corp. 25,000 1,178,125
Exabyte (a) 100,000 1,350,000
FileNet Corp. (a) 69,600 3,862,800
Pitney Bowes, Inc. 25,000 1,131,250
Safeguard Scientifics, Inc. (a) 66,150 3,067,706
Wang Laboratories, Inc. (a) 361,700 6,736,663
17,326,544
ELECTRONICS - 0.5%
Cyrix Corp. (a) 50,000 1,287,500
Intel Corp. 25,000 1,380,859
2,668,359
TOTAL TECHNOLOGY 36,007,253
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TRANSPORTATION - 5.6%
AIR TRANSPORTATION - 1.3%
Delta Air Lines, Inc. 39,600 $ 2,707,650
Mesa Airlines, Inc. (a) 37,500 302,344
SkyWest, Inc. 122,700 1,595,100
Southwest Airlines Co. 73,500 1,911,000
Valujet, Inc. (a) 50,000 1,112,500
7,628,594
RAILROADS - 1.1%
Bombardier, Inc. Class B 136,600 1,976,863
Canadian National Railway Co. (a)(b) 125,000 2,207,194
Railtex, Inc. (a) 107,300 2,226,475
6,410,532
TRUCKING & FREIGHT - 3.2%
Airborne Freight Corp. 190,000 5,058,750
Arkansas Best Corp. 120,000 765,000
Caliber System, Inc. 85,000 3,230,000
Consolidated Freightways, Inc. 50,000 1,150,000
Hunt (J.B.) Transport Services, Inc. 100,000 1,562,500
Landstar System, Inc. (a) 56,300 1,407,500
PST Vans, Inc. 40,000 145,000
Pittston Co. Services Group 25,000 625,000
Roadway Express, Inc. 278,450 3,062,950
TNT Freightways Corp. 70,000 1,295,000
Werner Enterprises, Inc. 25,000 537,500
18,839,200
TOTAL TRANSPORTATION 32,878,326
UTILITIES - 4.0%
GAS - 0.4%
Aquila Gas Pipeline Corp. 120,000 1,530,000
ENSERCH Corp. 70,000 1,023,750
2,553,750
TELEPHONE SERVICES - 3.6%
AT&T Corp. 100,000 6,687,500
Ameritech Corp. 35,000 2,104,375
Bell Atlantic Corp. 25,000 1,721,875
Frontier Corp. 128,200 3,813,950
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
NYNEX Corp. 85,000 $ 4,558,125
SBC Communications, Inc. 25,000 1,415,615
WorldCom, Inc. (a) 20,000 732,500
21,033,940
TOTAL UTILITIES 23,587,690
TOTAL COMMON STOCKS
(Cost $478,291,246) 544,857,569
REPURCHASE AGREEMENTS - 7.9%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations) in a
joint trading account at 5.88%
dated 1/31/96 due 2/1/96 $ 46,552,602 46,545,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $524,836,246) $ 591,402,569
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
LEGEND
(1.) Non-income producing
(2.) Purchased on an installment basis. Market value reflects only those
payments made through January 31, 1996. The remaining installment
aggregating CAD 1,343,750 is due November 26, 1996.
INCOME TAX INFORMATION
At January 31, 1996, the aggregate cost of investment securities for income
tax purposes was $524,975,327. Net unrealized appre- ciation aggregated
$66,427,242, of which $77,732,351 related to appreciated investment
securities and $11,305,109 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS JANUARY 31, 1996 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 591,402,569
agreements of $46,545,000) (cost $524,836,246) -
See accompanying schedule

Cash 974

Receivable for investments sold 15,890,992

Receivable for fund shares sold 8,004,226

Dividends receivable 561,306

Other receivables 822

TOTAL ASSETS 615,860,889

LIABILITIES

Payable for investments purchased $ 29,112,597

Payable for fund shares redeemed 2,542,121

Accrued management fee 305,045

Other payables and accrued expenses 185,848

TOTAL LIABILITIES 32,145,611

NET ASSETS $ 583,715,278

Net Assets consist of:

Paid in capital $ 508,447,292

Undistributed net investment income 191,861

Accumulated undistributed net realized gain (loss) on 8,509,840
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 66,566,285
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 35,883,563 shares outstanding $ 583,715,278

NET ASSET VALUE, offering price and redemption price per $16.27
share ($583,715,278 (divided by) 35,883,563 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, 1996 (UNAUDITED)

INVESTMENT INCOME $ 3,559,786
Dividends

Interest 1,014,021

TOTAL INCOME 4,573,807

EXPENSES

Management fee $ 1,528,910
Basic fee

Performance adjustment 154,982

Transfer agent fees 573,499

Accounting fees and expenses 149,237

Non-interested trustees' compensation 1,021

Custodian fees and expenses 23,907

Registration fees 103,672

Audit 5,494

Legal 1,146

Miscellaneous 1,316

Total expenses before reductions 2,543,184

Expense reductions (56,353) 2,486,831

NET INVESTMENT INCOME 2,086,976

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:

Investment securities 32,829,653

Foreign currency transactions 9 32,829,662

Change in net unrealized appreciation (depreciation) on:

Investment securities 8,643,050

Assets and liabilities in foreign currencies (67) 8,642,983

NET GAIN (LOSS) 41,472,645

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 43,559,621
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED JANUARY JULY 31,
31,1996 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 2,086,976 $ 1,351,082
Net investment income

Net realized gain (loss) 32,829,662 15,507,894

Change in net unrealized appreciation (depreciation) 8,642,983 55,022,479

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 43,559,621 71,881,455
FROM OPERATIONS

Distributions to shareholders (2,756,784) (73,869)
From net investment income

From net realized gain (32,749,690) (1,106,818)

TOTAL DISTRIBUTIONS (35,506,474) (1,180,687)

Share transactions 381,363,259 687,747,052
Net proceeds from sales of shares

Reinvestment of distributions 34,962,660 1,158,767

Cost of shares redeemed (305,516,688) (367,108,944)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 110,809,231 321,796,875
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 118,862,378 392,497,643

NET ASSETS

Beginning of period 464,852,900 72,355,257

End of period (including undistributed net investment $ 583,715,278 $ 464,852,900
income of $191,861 and $1,276,016, respectively)

OTHER INFORMATION
Shares

Sold 23,845,452 49,213,225

Issued in reinvestment of distributions 2,199,220 95,766

Redeemed (19,142,920) (26,523,159)

Net increase (decrease) 6,901,752 22,785,832

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED JULY APRIL 27, 1993
ENDED JANUARY 31, (COMMENCEME
31, 1996 NT
OF OPERATIONS)
TO

(UNAUDITED) 1995 1994 E JULY 31, 1993

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 16.04 $ 11.68 $ 10.80 $ 10.00

Income from Investment Operations

Net investment income .05 .05 .02 (.01)

Net realized and unrealized gain 1.34 4.47 1.01 .81
(loss)

Total from investment operations 1.39 4.52 1.03 .80

Less Distributions (.09) (.01) (.01) -
From net investment income

From net realized gain (1.07) (.15) - -

In excess of net realized gain - - (.14) -

Total distributions (1.16) (.16) (.15) -

Net asset value, end of period $ 16.27 $ 16.04 $ 11.68 $ 10.80

TOTAL RETURN B, C 8.94% 39.14% 9.51% 8.00%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 $ 583,715 $ 464,853 $ 72,355 $ 18,457
omitted)

Ratio of expenses to average net 1.01% A 1.21% 1.43% 2.50% A
assets ,D

Ratio of expenses to average net .99% A, 1.19% 1.40% 2.50% A
assets after expense reductions F F F

Ratio of net investment income to .83% A .78% .13% (.73)%
average net assets A

Portfolio turnover rate 172% A 162% 291% 90% A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
D LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
E 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.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 1996 (Unaudited)

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 financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. 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 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 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 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 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
2. OPERATING POLICIES -
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $479,490,638 and $409,245,183, 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 .2500% 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 .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 annualized
rate of .67% 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.
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. For the
period, the transfer agent fees were equivalent to an annualized rate of
.23% of average net assets.
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 $253,045 for the period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$52,867 under this arrangement.
In addition, the fund has entered into an arrangement with its transfer
agent whereby interest earned on uninvested cash balances was used to
offset a portion of the fund's expenses. During the period, the fund's
transfer agent fees were reduced by $3,486 under this arrangement.
TO CALL FIDELITY

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
INVESTMENT SUB ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
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)
BLUE CHIP GROWTH
FUND
SEMIANNUAL REPORT
JANUARY 31, 1996
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 23 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 27 Notes to the financial statements.

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 JANUARY 31, 1996 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

Blue Chip Growth 3.62% 33.47% 171.28% 336.83%

Blue Chip Growth (incl. 3% sales 0.51% 29.47% 163.14% 323.73%
charge)

S&P 500(registered trademark) 14.54% 38.66% 113.54% 230.53%

Growth Funds Average 8.29% 32.65% 105.08% 205.31%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, 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 growth
funds average, which reflects the performance of 620 growth funds with
similar objectives tracked by Lipper Analytical Services over the past six
months. Both benchmarks include reinvested dividends and capital gains, if
any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Blue Chip Growth 33.47% 22.09% 19.98%

Blue Chip Growth (incl. 3% sales charge) 29.47% 21.35% 19.53%

S&P 500(registered trademark) 38.66% 16.38% 15.92%

Growth Funds Average 32.65% 15.14% 14.40%

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
12/31/87 9700.00 10000.00
01/31/88 9767.90 10389.22
02/29/88 10185.00 10873.35
03/31/88 9816.40 10537.37
04/30/88 9797.00 10654.33
05/31/88 9797.00 10747.03
06/30/88 10359.60 11240.31
07/31/88 10155.90 11197.60
08/31/88 9729.10 10816.88
09/30/88 10165.60 11277.68
10/31/88 10146.20 11591.20
11/30/88 9961.90 11425.45
12/31/88 10272.95 11625.39
01/31/89 11031.75 12476.37
02/28/89 10700.99 12165.71
03/31/89 10953.92 12449.17
04/30/89 11702.99 13095.28
05/31/89 12461.79 13625.64
06/30/89 12024.02 13547.98
07/31/89 13191.40 14771.36
08/31/89 13512.43 15060.88
09/30/89 13846.77 14999.13
10/31/89 13640.69 14651.15
11/30/89 13876.21 14950.03
12/31/89 13995.40 15308.83
01/31/90 12823.32 14281.61
02/28/90 13170.98 14465.84
03/31/90 13826.54 14849.19
04/30/90 13697.42 14477.96
05/31/90 15246.94 15889.56
06/30/90 15594.59 15781.51
07/31/90 15227.08 15731.01
08/31/90 13915.94 14308.92
09/30/90 13258.58 13612.08
10/31/90 13178.88 13553.55
11/30/90 14015.64 14429.11
12/31/90 14485.44 14831.68
01/31/91 15619.78 15478.34
02/28/91 16824.39 16585.04
03/31/91 17667.62 16986.40
04/30/91 17476.89 17027.17
05/31/91 18400.43 17762.74
06/30/91 17476.89 16949.21
07/31/91 19012.77 17739.04
08/31/91 19845.96 18159.45
09/30/91 19534.98 17856.19
10/31/91 19926.88 18095.46
11/30/91 19504.83 17366.22
12/31/91 22424.76 19352.91
01/31/92 21719.26 18992.95
02/29/92 21820.04 19239.86
03/31/92 21225.41 18864.68
04/30/92 21507.61 19419.30
05/31/92 21951.06 19514.46
06/30/92 21316.12 19223.69
07/31/92 22192.95 20009.94
08/31/92 21961.14 19599.74
09/30/92 22252.76 19831.01
10/31/92 22561.69 19900.42
11/30/92 23745.89 20579.03
12/31/92 23808.73 20832.15
01/31/93 23860.87 21007.14
02/28/93 23704.44 21292.83
03/31/93 24851.60 21742.11
04/30/93 25247.89 21215.95
05/31/93 26572.33 21784.54
06/30/93 26822.62 21847.72
07/31/93 26822.62 21760.33
08/31/93 28491.21 22585.04
09/30/93 29084.11 22411.14
10/31/93 29409.21 22875.05
11/30/93 28515.20 22657.74
12/31/93 29642.54 22931.89
01/31/94 30819.90 23711.58
02/28/94 30844.43 23068.99
03/31/94 29875.56 22063.19
04/30/94 30758.58 22345.60
05/31/94 31151.04 22712.06
06/30/94 30071.79 22155.62
07/31/94 30832.17 22882.32
08/31/94 32500.10 23820.50
09/30/94 32403.56 23236.89
10/31/94 33899.49 23759.73
11/30/94 32131.58 22894.40
12/31/94 32562.32 23233.92
01/31/95 31746.69 23836.38
02/28/95 32800.73 24765.28
03/31/95 34181.02 25496.10
04/30/95 35448.38 26246.96
05/31/95 36238.91 27296.05
06/30/95 38246.61 27930.14
07/31/95 40894.26 28856.30
08/31/95 41320.89 28928.73
09/30/95 41775.91 30149.53
10/31/95 40723.95 30041.89
11/30/95 42130.94 31360.73
12/31/95 41802.28 31964.74
01/31/96 42372.87 33052.82

$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 January 31, 1996, the value of your investment would have grown
to $42,373 - a 323.73% 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 $33,053 - a
230.53% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
growth in the long run and
volatility in the short run. In
turn, the share price and
return of a fund that invests in
stocks will vary. That means if
you sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Michael Gordon, Portfolio Manager of Fidelity Blue Chip
Growth Fund
Q. HOW DID THE FUND PERFORM, MIKE?
A. Not as well as I would have liked. For the six-month period ended
January 31, 1996, the fund had a total return of 3.62% as compared to the
8.29% return for the growth funds average, as tracked by Lipper Analytical
Services. For the same period, the fund's benchmark index - the S&P 500 -
returned 14.54%.
Q. WHY DID THE FUND UNDERPERFORM IN THE LAST SIX MONTHS?
A. In the second half of 1995, as investors began to see more and more
signs of the economy slowing, they began to embrace many
large-capitalization, consumer-oriented stocks. Investors believed that
these companies - such as pharmaceutical firms, telephone companies and
beverage companies - would be able to perform well despite an economic
slowdown. The fund did not own or had small positions in many of these
stocks because I did not believe their high prices accurately reflected
their earnings growth potential.
Q. DID THE MARKET-WIDE SELL-OFF IN THE TECHNOLOGY SECTOR NEAR THE END OF
1995 - AND THE FUND'S SUBSEQUENT REDUCTION IN ITS TECHNOLOGY HOLDINGS -
HURT THE FUND AS WELL?
A. Yes, it certainly did. First, let me explain my thinking here. My goal
is to buy stocks that have the potential for attractive earnings growth
over the long term
and that are trading at a discount to the companies' perceived value. I
began aggressively buying technology stocks in April and May 1994.
Following such a strong technology rally in 1995, I began selling
technology stocks when it appeared investors' expectations had gotten too
high. Unfortunately, I did not reduce the fund's technology position
quickly enough and the fund gave back some previously unrealized profits.
Q. SO, WHY DO YOU BELIEVE TECHNOLOGY STOCKS REVERSED COURSE AFTER BEING THE
TOP PERFORMING AREA FOR MUCH OF 1995?
A. It's hard to generalize. However, I think a big part of the sell-off was
because the fundamentals of some of the technology companies began to
deteriorate. For example, if profits are down or demand for a company's
product is fading, it's often a sign that it is time to sell. That said,
there are still many technology companies that are doing well - such as
some of the large computer makers and software companies - and many of
these companies could lead the technology sector's next rally.
Q. IN THE SECOND HALF OF 1995 INVESTORS FAVORED CONSUMER-ORIENTED STOCKS.
WHY THEN DID THE FUND HAVE A LARGE POSITION IN CYCLICAL STOCKS?
A. As I said before, investors embraced consumer-oriented stocks based on
the belief that these companies would be successful through any economic
slowdown. Cyclicals - or stocks that are highly sensitive to changes in the
economy - are usually favored in an economic growth phase because, as
history has shown, people buy more cars and build more houses when the
economy is growing. I found that certain cyclical companies' stocks were
selling at attractive prices relative to their projected earnings, so I
bought them.
Q. ON THE OTHER HAND, IT CERTAINLY APPEARS THE FUND'S POSITION IN THE
FINANCIAL AREA WAS A BRIGHT SPOT . . .
A. Financial companies - banks, brokerage firms and insurance companies -
and their stocks tend to perform well in a falling interest rate
environment like we saw in 1995. During such times, borrowing costs are
lower and, therefore, there is more money for buying and selling goods and
services, as well as for investment.
Q. TURNING TO THE FUND'S NON-EQUITY POSITION, WHY DOES A STOCK FUND HAVE A
RELATIVELY LARGE POSITION IN U.S. TREASURY BONDS, U.S. TREASURY BILLS AND
SHORT-TERM INVESTMENTS?
A. First and foremost, I am committed to uncovering the most promising
stocks at an attractive valuation. Therein lies my reasoning for acquiring
the large bond and cash equivalent position after selling a big chunk of
the fund's technology holdings. I never dash headlong into a market just
for the sake of being fully invested. I prefer to take the time to look
carefully at the fundamentals of prospective companies and see if they fit
my buying criteria.
Q. WHAT'S YOUR OUTLOOK?
A. Despite a slowing economy, I think there are some positive signs for
equities: inflation and interest rates are low and U.S. companies are
becoming more efficient. Of course, with the stock market surpassing
historically high levels, there is always the possibility of some kind of
market correction when investors begin to view the market as overvalued.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT
AS STATED ON THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY
TIME BASED ON MARKET AND OTHER CONDITIONS.

TOP TEN STOCKS AS OF JANUARY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Motors Corp. 3.4 3.7

Home Depot, Inc. (The) 2.8 0.0

Chrysler Corp. 2.4 2.4

Allstate Corp. 2.2 1.4

MGIC Investment Corp. 1.8 1.0

Philip Morris Companies, Inc. 1.7 0.0

Caterpillar, Inc. 1.6 3.0

Deere & Co. 1.5 2.0

Computer Sciences Corp. 1.3 1.5

Digital Equipment Corp. 1.2 1.0

TOP FIVE MARKET SECTORS AS OF JANUARY 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Finance 17.0 20.6

Durables 11.1 10.7

Energy 8.0 0.7

Industrial Machinery & Equipment 7.3 11.5

Technology 6.6 32.9

ASSET ALLOCATION
AS OF JANUARY 31, 1996 * AS OF JULY 31, 1995 **
Row: 1, Col: 1, Value: 12.0
Row: 1, Col: 2, Value: 2.0
Row: 1, Col: 3, Value: 10.0
Row: 1, Col: 4, Value: 40.0
Row: 1, Col: 5, Value: 36.0
Row: 1, Col: 1, Value: 4.0
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 40.0
Row: 1, Col: 5, Value: 36.0
Stocks 77.9%
Bonds 9.7%
Other 0.4%
Short-term
investments 12.0%
FOREIGN
INVESTMENTS 10.0%
Stocks 96.7%
Bonds 0.0%
Other 0.0%
Short-term
investments 3.3%
FOREIGN
INVESTMENTS 10.5%
*
**
INVESTMENTS JANUARY 31, 1996 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 77.9%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 1.7%
Boeing Co. 439,800 $ 34,139
C A E Industries Ltd. 1,100,000 8,310
Flightsafety International, Inc. 20,000 998
General Motors Corp. Class H 636,400 36,275
Precision Castparts Corp. 1,069,900 42,662
Rohr Industries, Inc. (a) 372,800 6,804
Sundstrand Corp. 99,400 6,859
136,047
BASIC INDUSTRIES - 4.9%
CHEMICALS & PLASTICS - 3.6%
du Pont (E.I.) de Nemours & Co. 986,900 75,868
Hanna (M.A.) Co. 1,042,700 28,805
PPG Industries, Inc. 131,000 6,124
PT Tri Polyta Indonesia sponsored ADR 1,296,800 18,804
Praxair, Inc. 545,300 18,540
Raychem Corp. 37,900 2,535
Rohm & Haas Co. 996,200 68,987
Sealed Air Corp. 96,700 2,841
Sekisui Chemical Co. Ltd. 1,358,000 18,259
Union Carbide Corp. 1,305,900 55,011
295,774
IRON & STEEL - 0.6%
AK Steel Holding Corp. 772,700 26,851
Inland Steel Industries, Inc. 665,100 19,038
Material Sciences Corp. (a) 199,700 2,596
48,485
METALS & MINING - 0.0%
Aluminum Co. of America 4,857 270
PAPER & FOREST PRODUCTS - 0.7%
Albany International Corp. Class A 385,200 7,126
Champion International Corp. 154,400 6,909
Federal Paper Board Co., Inc. 797,900 43,186
57,221
TOTAL BASIC INDUSTRIES 401,750
CONGLOMERATES - 0.3%
Crane Co. 364,400 14,439
ITT Industries, Inc. 250,400 6,510
20,949
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - 5.3%
BUILDING MATERIALS - 3.4%
Armstrong World Industries, Inc. 1,088,000 $ 63,920
Carlisle Companies, Inc. 108,800 4,325
Centex Construction Products 846,600 12,170
Lafarge Corp. 51,437 958
Lone Star Industries, Inc. 381,200 10,292
Manville Corp. (a) 833,200 10,519
Masco Corp. 2,043,100 59,761
Medusa Corp. 262,900 7,328
Owens-Corning (a) 1,333,900 60,359
Sherwin-Williams Co. 497,500 20,957
Southdown, Inc. (a) 137,100 2,931
USG Corp. 938,600 27,923
281,443
CONSTRUCTION - 1.4%
Centex Corp. 748,475 24,138
Clayton Homes, Inc. 455,375 9,108
Daiwa House Industry Co. Ltd. 1,903,000 30,206
Lennar Corp. 479,900 12,537
Oakwood Homes Corp. 1,400 63
Pulte Corp. 46,600 1,538
Schuler Homes, Inc. (a) 14,000 114
Sekisui House Ltd. 996,000 12,648
Webb (Del E.) Corp. (b) 1,113,000 20,869
111,221
ENGINEERING - 0.5%
Fluor Corp. 302,000 20,234
Foster Wheeler Corp. 476,100 21,008
41,242
REAL ESTATE - 0.0%
Newhall Land & Farming Co. 204,800 3,635
TOTAL CONSTRUCTION & REAL ESTATE 437,541
DURABLES - 11.1%
AUTOS, TIRES, & ACCESSORIES - 8.4%
Chrysler Corp. 3,346,500 193,260
Dana Corp. 1,417,500 46,600
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
AUTOS, TIRES, & ACCESSORIES - CONTINUED
Eaton Corp. 4,300 $ 249
Echlin, Inc. 446,500 16,465
Ford Motor Co. 7,800 231
General Motors Corp. 5,245,467 276,043
Goodyear Tire & Rubber Co. 1,133,700 54,276
Lear Seating Corp. (a) 2,394,000 70,922
Titan Wheel International, Inc. (b) 1,632,400 26,935
684,981
CONSUMER ELECTRONICS - 1.9%
Black & Decker Corp. 1,596,900 54,095
Maytag Co. 3,062,700 60,105
Sony Corp. 361,000 22,078
Sunbeam-Oster, Inc. 411,700 6,587
Whirlpool Corp. 180,800 9,831
152,696
HOME FURNISHINGS - 0.5%
Bassett Furniture Industries, Inc. 20,300 497
Interco, Inc. (a) 760,700 6,941
Leggett & Platt, Inc. 1,544,800 37,075
44,513
TEXTILES & APPAREL - 0.3%
Liz Claiborne, Inc. 78,900 2,189
Mohawk Industries, Inc. (a) 835,300 11,381
Shaw Industries, Inc. 635,600 8,024
Warnaco Group, Inc. Class A 97,700 2,235
23,829
TOTAL DURABLES 906,019
ENERGY - 8.0%
ENERGY SERVICES - 1.7%
Baker Hughes, Inc. 891,300 23,062
Dresser Industries, Inc. 225,200 5,855
ENSCO International, Inc. (a) 883,800 21,101
Halliburton Co. 456,600 23,572
Hornbeck Offshore Services, Inc. (a) 106,700 2,214
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
ENERGY SERVICES - CONTINUED
Schlumberger Ltd. 727,600 $ 51,023
Tidewater, Inc. 244,000 8,083
134,910
OIL & GAS - 6.3%
Amoco Corp. 845,600 59,509
Apache Corp. 45,000 1,209
Atlantic Richfield Co. 347,400 39,473
British Petroleum PLC:
ADR 368,500 35,975
Ord. 3,150,000 25,204
Burlington Resources, Inc. 1,047,600 39,285
Chevron Corp. 174,400 9,047
Enron Oil & Gas Co. 2,045,800 49,866
Louisiana Land & Exploration Co. 1,324,900 56,971
Noble Affiliates, Inc. 72,000 2,142
Occidental Petroleum Corp. 601,900 12,941
Petroleum Geo-Services AS sponsored ADR (a) 106,700 2,294
Phillips Petroleum Co. 821,800 26,811
Royal Dutch Petroleum Co. 121,200 16,847
Royal Dutch Petroleum Co. Ord. 395,000 54,680
Texaco, Inc. 307,400 24,861
Total SA Class B 155,000 10,611
Union Pacific Resources Group, Inc. 2,000,000 52,000
519,726
TOTAL ENERGY 654,636
FINANCE - 17.0%
BANKS - 4.1%
Asahi Bank Ltd. ADR 2,508,000 29,974
Dai-Ichi Kangyo Bank 1,444,000 27,100
Fuji Bank (a) 3,068,000 69,610
Industrial Bank of Japan (a) 133,000 3,688
Mitsubishi Bank of Japan 2,243,000 48,588
Mitsubishi Trust & Banking Corp. 463,000 7,176
Mitsui Trust and Banking 885,000 9,585
Sakura Bank Ltd. 4,455,000 51,164
Sanwa Bank Ltd. 801,000 15,108
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Sumitomo Bank 1,920,000 $ 36,751
Tokai Bank Ltd. 2,821,000 38,456
337,200
CREDIT & OTHER FINANCE - 1.3%
Acom Co. Ltd. 97,000 3,759
American Express Co. 8,763 403
Countrywide Credit Industries, Inc. 1,824,400 42,417
Equitable Companies, Inc. 1,173,900 28,907
North American Mortgage Co. (b) 1,237,300 32,479
107,965
FEDERAL SPONSORED CREDIT - 0.8%
Federal Home Loan Mortgage Corp. 149,200 12,775
Federal National Mortgage Association 1,515,200 52,274
65,049
INSURANCE - 9.6%
Aetna Life & Casualty Co. 1,092,800 81,414
Allstate Corp. 4,120,900 179,774
American International Group, Inc. 865,700 83,865
CIGNA Corp. 581,600 68,992
CMAC Investments 70,500 4,054
Chubb Corp. (The) 229,400 23,800
Conseco, Inc. 415,800 27,287
Enhance Financial Services Group Corp. 35,300 856
Equitable Iowa Companies 202,900 7,507
General Re Corp. 523,600 80,111
Highlands Insurance Group, Inc. 900 17
Horace Mann Educators Corp. 130,900 4,336
ITT Hartford Group, Inc. 224,000 11,228
MGIC Investment Corp. 2,227,500 143,674
Old Republic International Corp. 755,300 26,530
PMI Group, Inc. 165,100 8,276
Provident Companies, Inc. (a) 450,900 14,260
Providian Corp. 151,600 6,651
Reliastar Financial Corp. 85,000 4,006
SAFECO Corp. 2,600 93
SunAmerica, Inc. 24,000 1,182
Torchmark Corp. 133,700 6,334
Travelers, Inc. (The) 1,566 103
784,350
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
SECURITIES INDUSTRY - 1.2%
Alliance Capital Management LP 99,900 $ 2,273
Bear Stearns Companies, Inc. 49,438 1,137
Daiwa Securities Co. Ltd. 60,000 896
Edwards (A.G.), Inc. 134,298 3,374
Inter-Regional Financial Group, Inc. 129,850 2,824
Legg Mason, Inc. 187,400 5,645
Lehman Brothers Holdings, Inc. 99,640 2,553
Merrill Lynch & Co., Inc. 5,100 290
Morgan Stanley Group, Inc. 9,400 448
Nikko Securities Co. Ltd. 34,000 419
Nomura Securities Co. Ltd. 2,417,000 52,357
PaineWebber Group, Inc. 1,277,350 26,505
Quick & Reilly Group, Inc. (The) 117,234 2,726
101,447
TOTAL FINANCE 1,396,011
HEALTH - 2.9%
DRUGS & PHARMACEUTICALS - 1.7%
Biogen, Inc. (a) 652,500 45,838
Genentech, Inc. special (a) 762,400 41,074
Pfizer, Inc. 788,900 54,237
Takeda Chemical Industries Ltd. 24,000 379
141,528
MEDICAL EQUIPMENT & SUPPLIES - 0.4%
Pall Corp. 1,324,700 35,767
MEDICAL FACILITIES MANAGEMENT - 0.8%
Columbia/HCA Healthcare Corp. 761,800 42,375
Oxford Health Plans, Inc. (a) 3,600 248
Tenet Healthcare Corp. (a) 971,700 20,770
Vencor, Inc. (a) 12,700 484
63,877
TOTAL HEALTH 241,172
HOLDING COMPANIES - 0.3%
Norfolk Southern Corp. 316,200 24,940
U.S. Industries, Inc. 35,000 630
25,570
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 7.3%
ELECTRICAL EQUIPMENT - 0.7%
General Electric Co. 534,300 $ 41,008
Glenayre Technologies, Inc. 1,200 48
Honeywell, Inc. 36,500 1,857
Omron Corp. 432,000 9,519
Westinghouse Electric Corp. 192,400 4,016
56,448
INDUSTRIAL MACHINERY & EQUIPMENT - 6.6%
Cascade Corp. 372,300 5,026
Case Corp. 1,293,800 61,294
Caterpillar, Inc. 1,991,400 128,196
Cincinnati Milacron, Inc. 701,700 16,753
Deere & Co. 3,222,250 120,834
Global Industrial Technologies, Inc. 178,300 4,056
Greenfield Industries, Inc. 338,100 9,636
Harnischfeger Industries, Inc. 800 27
IDEX Corp. 218,800 8,314
Ingersoll-Rand Co. 75,600 3,033
Kennametal, Inc. 367,245 10,558
Parker-Hannifin Corp. 160,000 5,460
Regal-Beloit Corp. 743,200 13,563
Stanley Works 830,400 42,766
Timken Co. 1,481,271 61,288
TRINOVA Corp. 615,600 18,930
UCAR International, Inc. 154,500 4,809
Varity Corp. (a) 625,200 23,132
537,675
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 594,123
MEDIA & LEISURE - 1.5%
BROADCASTING - 0.1%
U.S. Satellite Broadcasting Co., Inc. Class A 9,000 243
Time Warner, Inc. 218,800 9,080
9,323
LEISURE DURABLES & TOYS - 0.1%
Fleetwood Enterprises, Inc. 44,800 1,142
Harley Davidson, Inc. 157,100 5,420
Namco Ltd. 200,600 6,256
12,818
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - 0.4%
ITT Corp. 285,700 $ 15,856
Marcus Corp. 7,500 197
Mirage Resorts, Inc. (a) 339,200 13,229
29,282
PUBLISHING - 0.9%
Central Newspapers, Inc. Class A 1,100 36
Dun & Bradstreet Corp. 433,000 28,145
New York Times Co. (The) Class A 936,100 27,147
Times Mirror Co. Class A 502,800 15,587
Tribune Co. 7,500 470
71,385
TOTAL MEDIA & LEISURE 122,808
NONDURABLES - 3.2%
TOBACCO - 3.2%
Philip Morris Companies, Inc. 1,481,200 137,752
RJR Nabisco Holdings Corp. 1,956,441 63,584
Sampoerna Hanjaya Mandala (For. Reg.) 2,762,500 33,989
UST, Inc. 717,800 24,136
259,461
PRECIOUS METALS - 0.2%
Newmont Mining Corp. 326,400 18,278
RETAIL & WHOLESALE - 4.0%
APPAREL STORES - 0.0%
Baby Superstore, Inc. (a) 3,750 182
Limited, Inc. (The) 9,200 154
336
GENERAL MERCHANDISE STORES - 0.4%
Federated Department Stores, Inc. (Del.) (a) 357,800 9,661
May Department Stores Co. (The) 66,500 2,959
Takashimaya Co. Ltd. 1,296,000 20,087
32,707
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 3.6%
Home Depot, Inc. (The) 4,948,600 $ 227,636
Lowe's Companies, Inc. 628,200 19,553
Micro Warehouse, Inc. (a) 819,000 30,713
Petsmart, Inc. 501,058 15,282
Sunglass Hut International, Inc. 33,100 921
294,105
TOTAL RETAIL & WHOLESALE 327,148
SERVICES - 0.8%
PRINTING - 0.0%
Valassis Communications, Inc. (a) 32,500 548
SERVICES - 0.8%
Catalina Marketing Corp. 24,000 1,698
Manpower, Inc. 2,364,200 63,538
65,236
TOTAL SERVICES 65,784
TECHNOLOGY - 6.6%
COMMUNICATIONS EQUIPMENT - 0.3%
Cisco Systems, Inc. (a) 7,300 608
Newbridge Networks Corp. (a) 364,800 18,194
Octel Communications Corp. (a) 71,200 2,617
3Com Corp. (a) 2,052 94
21,513
COMPUTER SERVICES & SOFTWARE - 3.7%
Affiliated Computer Services Class A (a) 164,500 6,416
American Business Information, Inc. (a)(b) 1,441,400 22,342
Ascend Communications, Inc. (a) 2,000 78
Automatic Data Processing, Inc. 96,200 3,836
Ceridian Corp. (a) 559,641 25,184
Computer Sciences Corp. (a) 1,374,760 104,825
Continuum Co., Inc. (a)(b) 1,174,800 46,258
Electronics for Imaging, Inc. (a) 14,000 508
GMIS, Inc. (a) 351,600 3,604
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
HBO & Co. 700 $ 59
Hogan Systems, Inc. (a) 290,800 2,981
Microsoft Corp. (a) 1,000 93
Oracle Systems Corp. (a) 1,554,200 74,213
Parametric Technology Corp. (a) 14,400 932
Peoplesoft, Inc. (a) 277,100 13,162
Stratacom, Inc. (a) 1,700 128
304,619
COMPUTERS & OFFICE EQUIPMENT - 2.0%
Bay Networks, Inc. (a) 2,550 108
Canon, Inc. 3,101,000 58,488
Digital Equipment Corp. (a) 1,355,300 98,090
International Business Machines Corp. 35,700 3,882
Western Digital Corp. (a) 289,600 5,358
165,926
ELECTRONIC INSTRUMENTS - 0.4%
Perkin-Elmer Corp. 649,900 30,708
ELECTRONICS - 0.0%
International Rectifier Corp. (a) 1,800 37
Samsung Electronics Co. Ltd. (vtg.) 2,781 498
535
PHOTOGRAPHIC EQUIPMENT - 0.2%
Fuji Photo Film Co. Ltd. 736,000 20,754
TOTAL TECHNOLOGY 544,055
TRANSPORTATION - 1.4%
AIR TRANSPORTATION - 0.1%
Delta Air Lines, Inc. 100 7
KLM Royal Dutch Airlines 140,890 4,368
KLM Royal Dutch Airlines Ord. 22,750 698
Midwest Express Holdings, Inc. 7,000 186
5,259
RAILROADS - 1.3%
Burlington Northern Santa Fe Corp. 271,800 22,254
CSX Corp. 604,200 28,020
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - CONTINUED
RAILROADS - CONTINUED
Conrail, Inc. 4,900 $ 347
Illinois Central Corp., Series A 296,500 11,193
Railtex, Inc. (a) 52,900 1,098
Trinity Industries, Inc. 517,100 18,099
Union Pacific Corp. 350,700 23,365
Wisconsin Central Transportation Corp. 81,300 6,098
110,474
TOTAL TRANSPORTATION 115,733
UTILITIES - 1.4%
ELECTRIC UTILITY - 0.0%
American Electric Power Co., Inc. 74,400 3,292
GAS - 0.0%
Sonat, Inc. 117,100 4,040
TELEPHONE SERVICES - 1.4%
Ameritech Corp. 16,600 998
BellSouth Corp. 106,400 4,562
Frontier Corp. 595,400 17,713
LCI International, Inc. (a) 276,300 6,562
NYNEX Corp. 747,200 40,069
U.S. West, Inc. 1,164,900 40,917
110,821
TOTAL UTILITIES 118,153
TOTAL COMMON STOCKS
(Cost $5,724,123) 6,385,238
PREFERRED STOCKS - 0.0%
CONVERTIBLE PREFERRED STOCKS - 0.0%
UTILITIES - 0.0%
CELLULAR - 0.0%
Cellular Communications, Inc. $0.01 9,155 452
PREFERRED STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONCONVERTIBLE PREFERRED STOCKS - 0.0%
ENERGY - 0.0%
OIL & GAS - 0.0%
Gulf Canada Resources Ltd. (c) 2,315 $ 7
TOTAL PREFERRED STOCKS
(Cost $317) 459
U.S. TREASURY OBLIGATIONS - 14.5%
MOODY'S PRINCIPAL VALUE (NOTE 1)
RATINGS (B) AMOUNT (000S) (000S)
U.S. Treasury Bills, yield at date of purchase
5.03% to 5.04%, 4/25/96 $ 400,000 395,428
7 1/4%, 8/15/22 47,500 54,521
7 1/4%, 2/15/23 125,830 142,601
6 1/4%, 8/15/23 55,460 56,517
7 1/2%, 11/15/24 67,210 79,927
7 5/8%, 2/15/25 29,580 35,810
6 7/8%, 8/15/25 378,230 422,139
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $1,172,875) 1,186,943
REPURCHASE AGREEMENTS - 7.2%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.88% dated
1/31/96 due 2/1/96 $ 589,904 589,808
PURCHASED OPTIONS - 0.4%
AMOUNTS IN THOUSANDS EXPIRATION DATE/ UNDERLYING FACE VALUE
STRIKE PRICE AMOUNT AT VALUE (NOTE 1)
365,000 Bank of America
OTC Put Options on Japanese Yen June 96/96.71 $ 329,775 $ 30,478
28,000 Bank of America
OTC Put Options on Japanese Yen July 96/100 26,158 1,646
35,000 Swiss Bank Corp.
OTC Put Options on Japanese Yen June 96/97.52 31,887 2,730
20,000 Swiss Bank Corp.
OTC Put Options on Japanese Yen July 96/100.95 18,862 1,100
TOTAL PURCHASED OPTIONS
(Cost $23,521) 35,954
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $7,510,644) $ 8,198,402
LEGEND
(1.) Non-income producing
(2.) Affiliated company (see Note 6 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
Gulf Canada
Resources Ltd. 10/15/93 $ 6,000
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States 90.0%
Japan 7.2
Others (individually less than 1%) 2.8
TOTAL 100.0%
INCOME TAX INFORMATION
At January 31, 1996, the aggregate cost of investment securities for income
tax purposes was $7,516,517,000. Net unrealized appreciation aggregated
$681,885,000, of which $756,399,000 related to appreciated investment
securities and $74,514,000 related to depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS(EXCEPT PER-SHARE AMOUNTS) JANUARY 31, 1996 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 8,198,402
agreements of $589,808) (cost $7,510,644) -
See accompanying schedule

Receivable for investments sold 195,441

Receivable for fund shares sold 42,706

Dividends receivable 5,688

Interest receivable 21,334

Other receivables 130

TOTAL ASSETS 8,463,701

LIABILITIES

Payable for investments purchased $ 235,334

Payable for fund shares redeemed 52,613

Accrued management fee 4,493

Other payables and accrued expenses 2,672

TOTAL LIABILITIES 295,112

NET ASSETS $ 8,168,589

Net Assets consist of:

Paid in capital $ 7,128,184

Undistributed net investment income 3,289

Accumulated undistributed net realized gain (loss) on 349,364
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 687,752
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 261,860 shares outstanding $ 8,168,589

NET ASSET VALUE and redemption price per share $31.19
($8,168,589 (divided by) 261,860 shares)

Maximum offering price per share (100/97.00 of $31.19) $32.15

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, 1996 (UNAUDITED)

INVESTMENT INCOME $ 38,394
Dividends (including $556 received from affiliated issuers)

Interest 24,691

TOTAL INCOME 63,085

EXPENSES

Management fee $ 22,117
Basic fee

Performance adjustment 2,577

Transfer agent fees 9,388

Accounting fees and expenses 387

Non-interested trustees' compensation 12

Custodian fees and expenses 305

Registration fees 1,035

Audit 26

Legal 19

Miscellaneous 4

Total expenses before reductions 35,870

Expense reductions (1,120) 34,750

NET INVESTMENT INCOME 28,335

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:

Investment securities (including realized gain of $6,401 593,197
on sales of investments in affiliated issuers)

Foreign currency transactions (398) 592,799

Change in net unrealized appreciation (depreciation) on:

Investment securities (367,487)

Assets and liabilities in foreign currencies 10,399 (357,088)

NET GAIN (LOSS) 235,711

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 264,046
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS YEAR ENDED
ENDED JULY 31,
JANUARY 31, 1996 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 28,335 $ 9,564
Net investment income

Net realized gain (loss) 592,799 348,645

Change in net unrealized appreciation (depreciation) (357,088) 936,474

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 264,046 1,294,683
FROM OPERATIONS

Distributions to shareholders (28,184) -
From net investment income

From net realized gain (542,540) (64,196)

TOTAL DISTRIBUTIONS (570,724) (64,196)

Share transactions 2,621,546 4,429,317
Net proceeds from sales of shares

Reinvestment of distributions 555,535 62,248

Cost of shares redeemed (1,123,220) (1,529,164)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 2,053,861 2,962,401
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 1,747,183 4,192,888

NET ASSETS

Beginning of period 6,421,406 2,228,518

End of period (including undistributed net investment $ 8,168,589 $ 6,421,406
income of $3,289 and $3,300, respectively)

OTHER INFORMATION
Shares

Sold 83,273 162,136

Issued in reinvestment of distributions 17,420 2,477

Redeemed (35,873) (56,233)

Net increase (decrease) 64,820 108,380

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED JULY 31,
ENDED
JANUARY 31, 1996

(UNAUDITED) 1995 1994 D 1993 1992 1991

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, $ 32.59 $ 25.14 $ 25.72 $ 22.02 $ 18.94 $ 15.33
beginning of period

Income from
Investment
Operations

Net investment .12 .07 E .12 .10 .09 .12
income

Net realized and 1.07 7.96 3.43 4.36 3.07 3.64
unrealized gain
(loss)

Total from investment 1.19 8.03 3.55 4.46 3.16 3.76
operations

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

From net realized (2.47) (.58) (4.12) (.62) - -
gain

Total distributions (2.59) (.58) (4.13) (.76) (.08) (.15)

Net asset value, end $ 31.19 $ 32.59 $ 25.14 $ 25.72 $ 22.02 $ 18.94
of period

TOTAL RETURN B, C 3.62% 32.64% 14.95% 20.86% 16.73% 24.86%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 8,169 $ 6,421 $ 2,229 $ 788 $ 476 $ 219
period (in millions)

Ratio of expenses to .98% A 1.05% 1.27% 1.25% 1.27% 1.26%
average net assets

Ratio of expenses to .95% A, 1.02% 1.22% 1.25% 1.27% 1.26%
average net assets F F F
after expense
reductions

Ratio of net investment .78% A .25% .21% .46% .55% .80%
income to average
net assets

Portfolio turnover rate 235% A 182% 271% 319% 71% 99%

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D 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.
E NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 1996 (Unaudited)

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 financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. 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 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 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
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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.
FUTURES CONTRACTS AND OPTIONS. The fund may use futures and options
contracts to manage its exposure to the stock and bond markets and to
fluctuations in interest rates and currency values. Buying futures, writing
puts, and buying calls tend to increase the fund's exposure to the
underlying instrument. Selling futures, buying puts, and writing calls tend
to decrease the fund's exposure to the underlying instrument, or hedge
other fund investments. The underlying face amount at value is shown in the
schedule of investments under the caption "Purchased Options." This amount
reflects each contract's exposure to the underlying instrument at period
end. Losses may arise from changes in the value of the underlying
instruments, if there is an illiquid secondary market for the contracts, or
if the counterparties do not perform under the contracts' terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options are valued using the last sale price or, in the absence of a sale,
the last offering price. Options traded over-the-counter are valued using
dealer-supplied valuations.
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 $7,000 or 0% of
net assets.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $8,629,612,000 and $7,942,308,000, respectively, of which U.S.
government and government agency obligations aggregated $1,016,069,000 and
$241,568,000, 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 .2500% 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 .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 annualized rate of .68% 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 a 1% deferred sales charge upon redemption.
For the period, FDC received sales charges and deferred sales charges of
$5,642,000 and $8,000, respectively, on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives 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. For the
period, the transfer agent fees were equivalent to an annualized rate of
.26% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $3,184,000 for the period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$874,000 under this arrangement.
In addition, the fund has entered into certain arrangements with its
custodian and transfer agent whereby interest earned on univested cash
balances was used to offset a portion of the fund's expenses. During the
period, the fund's custody and transfer agent fees were reduced by $4,000
and $242,000, respectively, under these arrangements.
6. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions 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 $ 1,624 $ 1,762 $ - $ -
American Business Information, Inc. 7,317 - - 22,342
Blue Range Resource Corp.
Class A - 1,984 - -
CMAC Investments 138 16,940 47 -
Continuum Co., Inc. 4,547 4 - 46,258
GMIS, Inc. 276 8,781 - -
Global Industries Ltd. - 3,436 - -
Medicus Systems Corp. - 403 11 -
Money Store, Inc. 8,586 12,990 120 -
North American Mortgage Co. 179 6,715 90 32,479
Ply-Gem Industries, Inc. - 14,045 36 -
Shared Medical Systems Corp. - 24,230 144 -
Titan Wheel International, Inc. 2,609 10,303 34 26,935
Trinzic Corp. - - - -
Webb (Del E.) Corp. 5,570 14,324 74 20,869
Wonderware Corp. 2,970 9,782 - -
TOTALS $ 33,816 $ 125,699 $ 556 $ 148,883
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
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 *
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