FIDELITY SECURITIES FUND, N-30D, 1997-09-15

FIDELITY SECURITIES FUND
N-30D, 1997-09-15

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FIDELITY

(REGISTERED TRADEMARK)
BLUE CHIP GROWTH
FUND
ANNUAL REPORT
JULY 31, 1997
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 20 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 24 Notes to the financial statements.

REPORT OF INDEPENDENT 28 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 29

To reduce expenses and demonstrate respect for our environment, we have
initiated a project through which we will begin eliminating duplicate
copies of most financial reports and prospectuses to most households, even
if they have more than one account in the fund. If additional copies of
financial reports, prospectuses or historical account information are
needed, please call 1-800-544-6666.

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

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
Through the first seven months of 1997, stock and bond markets experienced
the kind of short-term volatility that can affect them periodically. The
stock market rebounded strongly from its early spring correction to
continue on its record-setting pace, as seen by the roughly 30%
year-to-date gain by the Standard & Poor's 500 Index. The bond market
posted moderate returns over the past seven months, as positive news on the
inflation front helped soften the effects of a hike in short-term interest
rates by the Federal Reserve Board in late March.
While it's impossible to predict the future direction of the markets with
any degree of certainty, there are certain basic principles that can help
investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will greatly
reduce your vulnerability to any single decline. We know from experience,
for example, that stock prices have gone up over longer periods of time,
have significantly outperformed other types of investments and have stayed
ahead of inflation.
Second, you can further manage your investing risk through diversification.
A stock mutual fund, for instance, is already diversified, because it
invests in many different companies. You can increase your diversification
further by investing in a number of different stock funds, or in such other
investment categories 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, it's important to
remember that there is no assurance that a money market fund will achieve
its goal of maintaining a stable net asset value of $1.00 per share, and
that these types of funds are neither insured nor guaranteed by any agency
of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it makes
good sense to follow a regular investment plan, investing a certain amount
of money in a fund at the same time each month or quarter and periodically
reviewing your overall portfolio. By doing so, you won't get caught up in
the excitement of a rapidly rising market, nor will you buy all your shares
at market highs. While this strategy - known as dollar cost averaging -
won't assure a profit or protect you from a loss in a declining market, it
should help you lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are available
24 hours a day, seven days a week to provide you 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. Total return
reflects the change in the value of an investment, assuming reinvestment of
the fund's dividend income and capital gains (the profits earned upon the
sale of securities that have grown in value).
CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PERIODS ENDED JULY 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Fidelity Blue Chip Growth 45.50% 173.97% 526.82%

Fidelity Blue Chip Growth (incl. 3% sales charge) 41.13% 165.75% 508.02%

S&P 500(registered trademark) 52.14% 155.75% 411.75%

Growth Funds Average 42.90% 130.87% n/a
</TABLE>
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years or since the fund
started on December 31, 1987. For example, if you had invested $1,000 in a
fund that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare the fund's return to the performance of
the Standard & Poor's 500 Index - a widely recognized, unmanaged index of
common stocks. 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 mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. The past one year average represents a peer group
of 764 mutual funds. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Fidelity Blue Chip Growth 45.50% 22.33% 21.09%

Fidelity Blue Chip Growth (incl. 3% sales charge) 41.13% 21.59% 20.71%

S&P 500 52.14% 20.66% 18.56%

Growth Funds Average 42.90% 17.85% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking an arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19970731 19970811 104432 S00000000000001
Blue Chip Growth S&P 500
00312 SP001
1987/12/31 9700.00 10000.00
1988/01/31 9767.90 10389.22
1988/02/29 10185.00 10873.35
1988/03/31 9816.40 10537.37
1988/04/30 9797.00 10654.33
1988/05/31 9797.00 10747.03
1988/06/30 10359.60 11240.31
1988/07/31 10155.90 11197.60
1988/08/31 9729.10 10816.88
1988/09/30 10165.60 11277.68
1988/10/31 10146.20 11591.20
1988/11/30 9961.90 11425.45
1988/12/31 10272.95 11625.39
1989/01/31 11031.75 12476.37
1989/02/28 10700.99 12165.71
1989/03/31 10953.92 12449.17
1989/04/30 11702.99 13095.28
1989/05/31 12461.79 13625.64
1989/06/30 12024.02 13547.98
1989/07/31 13191.40 14771.36
1989/08/31 13512.43 15060.88
1989/09/30 13846.77 14999.13
1989/10/31 13640.69 14651.15
1989/11/30 13876.21 14950.03
1989/12/31 13995.40 15308.83
1990/01/31 12823.32 14281.61
1990/02/28 13170.98 14465.84
1990/03/31 13826.54 14849.19
1990/04/30 13697.42 14477.96
1990/05/31 15246.94 15889.56
1990/06/30 15594.59 15781.51
1990/07/31 15227.08 15731.01
1990/08/31 13915.94 14308.92
1990/09/30 13258.58 13612.08
1990/10/31 13178.88 13553.55
1990/11/30 14015.64 14429.11
1990/12/31 14485.44 14831.68
1991/01/31 15619.78 15478.34
1991/02/28 16824.39 16585.04
1991/03/31 17667.62 16986.40
1991/04/30 17476.89 17027.17
1991/05/31 18400.43 17762.74
1991/06/30 17476.89 16949.21
1991/07/31 19012.77 17739.04
1991/08/31 19845.96 18159.45
1991/09/30 19534.98 17856.19
1991/10/31 19926.88 18095.46
1991/11/30 19504.83 17366.22
1991/12/31 22424.76 19352.91
1992/01/31 21719.26 18992.95
1992/02/29 21820.04 19239.86
1992/03/31 21225.41 18864.68
1992/04/30 21507.61 19419.30
1992/05/31 21951.06 19514.46
1992/06/30 21316.12 19223.69
1992/07/31 22192.95 20009.94
1992/08/31 21961.14 19599.74
1992/09/30 22252.76 19831.01
1992/10/31 22561.69 19900.42
1992/11/30 23745.89 20579.03
1992/12/31 23808.73 20832.15
1993/01/31 23860.87 21007.14
1993/02/28 23704.44 21292.83
1993/03/31 24851.60 21742.11
1993/04/30 25247.89 21215.95
1993/05/31 26572.33 21784.54
1993/06/30 26822.62 21847.72
1993/07/31 26822.62 21760.33
1993/08/31 28491.21 22585.04
1993/09/30 29084.11 22411.14
1993/10/31 29409.21 22875.05
1993/11/30 28515.20 22657.74
1993/12/31 29642.54 22931.89
1994/01/31 30819.90 23711.58
1994/02/28 30844.43 23068.99
1994/03/31 29875.56 22063.19
1994/04/30 30758.58 22345.60
1994/05/31 31151.04 22712.06
1994/06/30 30071.79 22155.62
1994/07/31 30832.17 22882.32
1994/08/31 32500.10 23820.50
1994/09/30 32403.56 23236.89
1994/10/31 33899.49 23759.73
1994/11/30 32131.58 22894.40
1994/12/31 32562.32 23233.92
1995/01/31 31746.69 23836.38
1995/02/28 32800.73 24765.28
1995/03/31 34181.02 25496.10
1995/04/30 35448.38 26246.96
1995/05/31 36238.91 27296.05
1995/06/30 38246.61 27930.14
1995/07/31 40894.26 28856.30
1995/08/31 41320.89 28928.73
1995/09/30 41775.91 30149.53
1995/10/31 40723.95 30041.89
1995/11/30 42130.94 31360.73
1995/12/31 41802.28 31964.74
1996/01/31 42372.87 33052.82
1996/02/29 42033.23 33359.22
1996/03/31 42549.48 33680.47
1996/04/30 42780.43 34176.92
1996/05/31 43649.89 35058.34
1996/06/30 43785.75 35191.91
1996/07/31 41788.69 33637.13
1996/08/31 42875.53 34346.54
1996/09/30 45437.41 36279.56
1996/10/31 46114.04 37280.16
1996/11/30 49453.08 40098.16
1996/12/31 48231.04 39303.82
1997/01/31 51034.31 41759.52
1997/02/28 50724.48 42086.91
1997/03/31 48231.04 40357.56
1997/04/30 51167.10 42766.91
1997/05/31 54162.17 45370.56
1997/06/30 56301.51 47403.16
1997/07/31 60801.50 51175.03
IMATRL PRASUN SHR__CHT 19970731 19970811 104437 R00000000000118
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Blue Chip Growth Fund on December 31, 1987, when the
fund started, and the current maximum 3% sales charge was paid. As the
chart shows, by July 31, 1997, the value of the investment would have grown
to $60,802 - a 508.02% increase on the initial investment. For comparison,
look at how the S&P 500 did over the same period. With dividends and
capital gains, if any, reinvested, the same $10,000 investment would have
grown to $51,175 - a 411.75% 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
long-term growth and
short-term volatility. In turn,
the share price and return of
a fund that invests in stocks
will vary. That means if you
sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
Moderate economic growth and
subdued inflation helped create
an almost perfect investing
environment for the U.S. stock
market, which posted
exceptionally strong returns for the
12 months that ended July 31,
1997. The Standard & Poor's 500
Index returned 52.14% during the
period - well above its long-term
annual average of about 11%.
The stock market spent much of
the period breaking price and
trading volume records. Solid
corporate earnings, large inflows
into mutual funds, widespread
optimism and a generally
favorable interest-rate backdrop
propelled share prices higher,
especially among
large-capitalization stocks.
Concerns in March and April over
higher interest rates and the
possibility of weaker corporate
earnings provided the only
significant pause in the stock
market's upward climb. Higher
interest rates tend to slow
economic growth and increase
borrowing costs. When the
Federal Reserve Board raised a
key short-term interest rate in
March, the stock market - already
at historically high valuations -
sold off sharply through mid-April,
when positive news on the
inflation front emerged. From that
point through the end of the
period, the market soared ever
higher, with the Dow Jones
Industrial Average breaking
through the 8000 mark for the first
time in July on its way to finishing
above 8200 at the end of the
period. The market broadened to
include many small- and
mid-capitalization stocks during
this latest rally.
An interview with John McDowell, Portfolio Manager of Fidelity Blue Chip
Growth Fund
Q. HOW DID THE FUND PERFORM, JOHN?
A. The fund has done relatively well. For the 12 months that ended July 31,
1997, the fund produced a return of 45.50%. This topped the growth funds
average, as tracked by Lipper Analytical Services, which returned 42.90%
over the same period. The Standard & Poor's 500 Index had a 12-month return
of 52.14% as of July 31.
Q. WHAT FACTORS INFLUENCED THE FUND'S PERFORMANCE?
A. In the past 12 months, market performance has been dominated by a small
group of large-capitalization stocks - specifically those with market
capitalizations exceeding $10 billion. These stocks have outperformed their
smaller counterparts by significant margins. The typical growth fund
manager probably had a greater proportion of small- and mid-sized stocks
than I did, which partially explains the fund's strong performance versus
its Lipper peer group. Another factor was the technology sector. Similar to
the broad market, technology stocks have had a split personality. While
large technology companies such as Intel, Microsoft and IBM far outpaced
the S&P 500 over the past year, the average technology stock lagged
considerably. My competitors may have had a bigger focus on technology
stocks than I did, with a good portion being smaller- and medium-sized
stocks. The fund's holdings, meanwhile, were well-represented among the
larger stocks that drove the market.
Q. IF THE FUND'S LARGE-CAP FLAVOR CONTRIBUTED POSITIVELY TO PERFORMANCE,
CAN YOU EXPLAIN WHY THE FUND TRAILED THE S&P 500?
A. It's been difficult to beat the S&P 500 over the past year. In
retrospect, it was a big mistake not overweighting a group of stocks I call
the "Fab Five" - Coca-Cola, General Electric, Intel, Merck and Microsoft -
as these stocks accounted for a disproportionate amount of the S&P's
return. But while larger stakes in some of these companies would have
benefited performance, I felt most of them were expensive. Investors over
the past year were inclined to pay additional premiums for companies with
a perceived high quality of earnings. These companies, which include the
"Fab Five" I just mentioned, have a history of providing consistent,
predictable earnings growth. At some point in the future, though, I
anticipate a more normal environment where changes in stock valuations are
more closely correlated with earnings growth and not earnings quality.
Q. WHICH INDIVIDUAL STOCKS PERFORMED WELL? WERE THERE ANY DISAPPOINTMENTS?
A. IBM and American Express were very strong contributors to performance.
IBM has gone through a well-documented restructuring and, while its
mainframe computer business isn't growing rapidly, its service business is.
A low stock valuation, strong franchise, and corporate-wide cost-cutting
made this stock attractive. American Express benefited from its strong
worldwide brand name recognition, superior technology and innovative new
credit card products. Linear Technology and Texas Instruments - two
semiconductor manufacturers - also contributed positively. On the negative
side, Columbia/ HCA, one of the country's largest health care companies,
has been a poor performer as the company's Medicare billing practices fell
under scrutiny. Other detractors relative to the market included networking
stocks Ascend Communications and Cisco Systems.
Q. WHAT'S IN STORE FOR THE COMING MONTHS?
A. The market's ability to sustain its current pace hinges largely on two
factors: inflation and corporate earnings growth. Inflation has been kept
in check throughout this market cycle, and corporate earnings have grown
for nearly six straight years, the first time earnings have grown
uninterrupted for that long since the 1950s. Today, Wall Street analysts
are still generally optimistic for continued growth. As a result, stocks
have been an attractive investment option. In terms of the fund, I'll
continue to watch stock valuations very closely. What I'm hoping to see -
and we started to see signs of this as the period drew to a close - is a
broadening of the market. If market strength becomes more broad-based, we
could see a more favorable stock picking environment that would play to
Fidelity's strength.
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: to increase the value
of the fund's shares by
investing mainly in common
stocks of well-known and
established companies
FUND NUMBER: 312
TRADING SYMBOL: FBGRX
START DATE: December
31,1987
SIZE: as of July 31, 1997,
more than $12.8 billion
MANAGER: John McDowell,
since 1996; leader, Fidelity
Growth Funds Group;
manager, Fidelity
Management Trust
Company; manager,
Fidelity Large Cap Stock
Fund, 1995-1996; joined
Fidelity in 1985
(checkmark)
JOHN MCDOWELL STRESSES THE
IMPORTANCE OF EARNINGS
GROWTH:
"Earnings growth is the
backbone of my investment
philosophy. Going back to the
mid-1970s, data shows that
the best-performing stocks
consistently have been those
with the fastest earnings
growth. The recent valuation
premiums placed on selected
large-cap stocks are unusual,
and we choose instead to
value companies based on
their expected growth rather
than perceived quality or
sustainability of earnings.
"Finding those companies
with earnings-growth potential
involves a three-part process.
First, we focus on a universe
of 500-600 blue chip growth
stocks. Second, looking at
these stocks, my analysts and
I meet with company
managements to determine
which companies offer the
best future earnings growth.
Finally, we base our stock
selections on strict valuation
parameters. My goal is to
strike a good balance
between rapid earnings
growth and reasonable
valuations."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF JULY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 3.0 2.8

Philip Morris Companies, Inc. 2.3 2.4

Intel Corp. 2.2 1.9

Microsoft Corp. 2.1 0.6

Merck & Co., Inc. 1.7 2.0

Procter & Gamble Co. 1.6 1.3

American Home Products Corp. 1.5 1.0

International Business Machines Corp. 1.4 2.2

Bristol-Myers Squibb Co. 1.4 1.4

Wal-Mart Stores, Inc. 1.4 0.6

TOP FIVE MARKET SECTORS AS OF JULY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Technology 21.4 18.9

Health 15.1 14.4

Finance 12.8 11.8

Nondurables 10.0 10.1

Retail & Wholesale 7.1 6.1

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF JULY 31, 1997 * AS OF JANUARY 31, 1997 **
Row: 1, Col: 1, Value: 4.2
Row: 1, Col: 2, Value: 45.8
Row: 1, Col: 3, Value: 50.0
Stocks 94.7%
Short-term
investments 5.3%
FOREIGN
INVESTMENTS 3.0%
Stocks 95.8%
Short-term
investments 4.2%
FOREIGN
INVESTMENTS 3.6%
Row: 1, Col: 1, Value: 5.3
Row: 1, Col: 2, Value: 44.7
Row: 1, Col: 3, Value: 50.0
*
**
INVESTMENTS JULY 31, 1997

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 95.8%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 3.3%
AEROSPACE & DEFENSE - 2.9%
AlliedSignal, Inc. 1,082,600 $ 99,870
Boeing Co. 1,506,400 88,595
Lockheed Martin Corp. 749,200 79,790
Precision Castparts Corp. 651,200 40,944
Sundstrand Corp. 310,100 19,226
United Technologies Corp. 550,500 46,552
374,977
SHIP BUILDING & REPAIR - 0.4%
General Dynamics Corp. 598,900 53,002
TOTAL AEROSPACE & DEFENSE 427,979
BASIC INDUSTRIES - 3.5%
CHEMICALS & PLASTICS - 1.9%
Air Products & Chemicals, Inc. 780,900 68,866
Monsanto Co. 1,293,200 64,418
Praxair, Inc. 1,184,500 65,296
Sealed Air Corp. (a) 404,500 18,961
Union Carbide Corp. 508,300 28,147
245,688
PACKAGING & CONTAINERS - 0.5%
Owens-Illinois, Inc. (a) 1,608,900 55,507
PAPER & FOREST PRODUCTS - 1.1%
Fort Howard Corp. (a) 1,088,300 60,673
Kimberly-Clark Corp. 1,645,300 83,396
144,069
TOTAL BASIC INDUSTRIES 445,264
CONSTRUCTION & REAL ESTATE - 0.7%
BUILDING MATERIALS - 0.5%
Sherwin-Williams Co. 1,862,600 59,720
CONSTRUCTION - 0.1%
Lennar Corp. 462,600 17,232
ENGINEERING - 0.1%
Fluor Corp. 234,900 14,446
TOTAL CONSTRUCTION & REAL ESTATE 91,398
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 1.7%
AUTOS, TIRES, & ACCESSORIES - 0.1%
Snap-On Tools Corp. 294,250 $ 12,138
CONSUMER DURABLES - 1.1%
Corning, Inc. 743,800 45,976
Minnesota Mining & Manufacturing Co. 985,200 93,348
139,324
HOME FURNISHINGS - 0.5%
Leggett & Platt, Inc. 1,532,300 69,528
TOTAL DURABLES 220,990
ENERGY - 4.8%
ENERGY SERVICES - 1.6%
Halliburton Co. 2,873,800 132,195
Schlumberger Ltd. 1,016,900 77,666
209,861
OIL & GAS - 3.2%
Anadarko Petroleum Corp. 736,200 51,442
British Petroleum PLC :
Ord. 3,295,925 45,090
ADR 1,179,908 97,269
Burlington Resources, Inc. 1,230,000 58,118
Phillips Petroleum Co. 835,000 38,462
Royal Dutch Petroleum Co. Ord. 380,800 21,352
Royal Dutch Petroleum Co. 973,100 54,433
Texaco, Inc. 253,600 29,433
Valero Energy Corp. 180,000 7,740
403,339
TOTAL ENERGY 613,200
FINANCE - 12.8%
BANKS - 3.1%
Bank of New York Co., Inc. 1,829,600 88,850
BankAmerica Corp. 1,671,100 126,168
First Bank System, Inc. 351,200 31,257
NationsBank Corp. 2,116,300 150,654
396,929
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - 2.0%
American Express Co. 1,688,543 $ 141,415
Associates First Capital Corp. 906,800 59,792
Green Tree Financial Corp. 259,000 12,205
Household International, Inc. 308,500 39,951
253,363
FEDERAL SPONSORED CREDIT - 2.2%
Federal Home Loan Mortgage Corporation 3,098,200 111,729
Federal National Mortgage Association 3,671,700 173,717
285,446
INSURANCE - 4.4%
Aetna, Inc. 568,950 64,825
Allstate Corp. 1,913,000 151,127
AMBAC, Inc. 805,400 68,610
American International Group, Inc. 728,400 77,575
MBIA, Inc. 592,150 69,874
Old Republic International Corp. 782,600 27,391
Provident Companies, Inc. 500,500 31,719
UNUM Corp. 1,639,000 72,936
564,057
SAVINGS & LOANS - 0.6%
Washington Mutual, Inc. 1,137,100 78,602
SECURITIES INDUSTRY - 0.5%
Merrill Lynch & Co., Inc. 917,600 64,633
TOTAL FINANCE 1,643,030
HEALTH - 15.1%
DRUGS & PHARMACEUTICALS - 8.2%
American Home Products Corp. 2,376,200 195,888
Bristol-Myers Squibb Co. 2,348,300 184,195
Genentech, Inc. special (a) 358,500 20,703
Lilly (Eli) & Co. 538,400 60,839
Merck & Co., Inc. 2,072,300 215,390
Novartis AG (Reg.) 25,000 40,142
Pfizer, Inc. 1,191,700 71,055
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Schering-Plough Corp. 2,417,800 $ 131,921
SmithKline Beecham PLC ADR 569,200 55,355
Warner-Lambert Co. 604,500 84,441
1,059,929
MEDICAL EQUIPMENT & SUPPLIES - 4.2%
Abbott Laboratories 1,565,300 102,429
Baxter International, Inc. 1,587,100 91,754
Becton, Dickinson & Co. 1,437,000 77,059
Bergen Brunswig Corp. Class A 1,092,950 32,515
Boston Scientific Corp. (a) 398,300 28,578
Johnson & Johnson 1,897,000 118,207
Medtronic, Inc. 628,700 54,854
St. Jude Medical, Inc. (a) 817,100 33,348
538,744
MEDICAL FACILITIES MANAGEMENT - 2.7%
Columbia/HCA Healthcare Corp. 1,399,400 45,131
HEALTHSOUTH Rehabilitation Corp. (a) 2,193,500 58,128
Health Management Associates, Inc. Class A (a) 1,894,100 60,493
Health Care & Retirement Corp. (a) 916,750 32,774
Humana, Inc. (a) 904,400 22,045
Oxford Health Plans, Inc. (a) 639,100 53,724
Tenet Healthcare Corp. (a) 2,454,300 73,476
345,771
TOTAL HEALTH 1,944,444
INDUSTRIAL MACHINERY & EQUIPMENT - 6.8%
ELECTRICAL EQUIPMENT - 3.3%
Emerson Electric Co. 674,000 39,766
General Electric Co. 5,572,700 391,134
430,900
INDUSTRIAL MACHINERY & EQUIPMENT - 2.6%
Case Corp. 755,400 47,165
Caterpillar, Inc. 1,292,980 72,407
Ingersoll-Rand Co. 1,043,900 71,050
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Stanley Works 1,405,500 $ 63,687
Tyco International Ltd. 956,600 77,485
331,794
POLLUTION CONTROL - 0.9%
Browning-Ferris Industries, Inc. 1,533,300 56,732
USA Waste Services, Inc. (a) 1,349,600 54,406
111,138
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 873,832
MEDIA & LEISURE - 4.2%
ENTERTAINMENT - 0.7%
Disney (Walt) Co. 680,300 54,977
MGM Grand, Inc. (a) 1,175,800 40,565
95,542
LODGING & GAMING - 2.3%
HFS, Inc. (a) 1,169,290 68,111
Hilton Hotels Corp. 1,025,700 32,245
ITT Corp. (a) 634,500 40,568
Marriott International, Inc. 1,606,730 110,463
Mirage Resorts, Inc. (a) 1,489,400 39,841
291,228
PUBLISHING - 0.8%
Cognizant Corp. 1,111,200 47,365
New York Times Co. (The) Class A 458,400 23,035
Times Mirror Co. Class A 648,000 35,397
105,797
RESTAURANTS - 0.4%
McDonald's Corp. 837,500 45,016
TOTAL MEDIA & LEISURE 537,583
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - 10.0%
AGRICULTURE - 0.4%
Pioneer Hi-Bred International, Inc. 598,000 $ 44,252
BEVERAGES - 2.0%
Coca-Cola Co. (The) 1,462,700 101,292
PepsiCo, Inc. 4,206,400 161,158
262,450
FOODS - 2.0%
Campbell Soup Co. 706,100 36,629
Hershey Foods Corp. 986,100 54,482
Ralston Purina Co. 765,100 69,050
Sara Lee Corp. 1,118,300 48,996
Sysco Corp. 1,357,000 50,633
259,790
HOUSEHOLD PRODUCTS - 2.8%
Avon Products, Inc. 583,700 42,355
Clorox Co. 330,000 46,076
Gillette Co. 662,900 65,627
Procter & Gamble Co. 1,333,300 202,828
356,886
TOBACCO - 2.8%
Philip Morris Companies, Inc. 6,660,500 300,555
RJR Nabisco Holdings Corp. 1,935,841 63,520
364,075
TOTAL NONDURABLES 1,287,453
PRECIOUS METALS - 0.1%
Newmont Mining Corp. 438,600 18,092
RETAIL & WHOLESALE - 7.1%
APPAREL STORES - 0.2%
Gap, Inc. 638,000 28,351
DRUG STORES - 0.7%
Rite Aid Corp. 1,831,800 95,139
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - 2.2%
Sears, Roebuck & Co. 1,533,200 $ 97,071
Wal-Mart Stores, Inc. 4,874,600 183,102
280,173
GROCERY STORES - 1.5%
American Stores Co. 2,390,900 60,370
Kroger Co. (The) (a) 957,100 28,294
Safeway, Inc. (a) 1,900,100 101,893
190,557
RETAIL & WHOLESALE, MISCELLANEOUS - 2.5%
Circuit City Stores, Inc. - Circuit City Group 987,110 35,783
Home Depot, Inc. 1,784,250 88,989
Lowe's Companies, Inc. 1,691,700 63,650
Staples, Inc. (a) 1,403,200 35,255
Toys "R" Us, Inc. (a) 2,508,300 85,439
Viking Office Products, Inc. (a) 353,400 7,090
316,206
TOTAL RETAIL & WHOLESALE 910,426
SERVICES - 1.9%
ADVERTISING - 0.6%
Omnicom Group, Inc. 1,204,700 84,102
SERVICES - 1.3%
AccuStaff, Inc. (a) 2,402,800 65,476
Block (H&R), Inc. 745,700 28,570
Robert Half International, Inc. (a) 347,600 19,140
Service Corp. International 1,479,200 50,293
163,479
TOTAL SERVICES 247,581
TECHNOLOGY - 21.4%
COMMUNICATIONS EQUIPMENT - 2.5%
Alcatel Alsthom Compagnie Generale d'Electricite SA
sponsored ADR 100,000 2,700
Alcatel Alsthom Compagnie Generale d'Electricite SA 500,000 65,259
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMMUNICATIONS EQUIPMENT - CONTINUED
Ascend Communications, Inc. (a) 1,078,000 $ 58,616
Aspect Telecommunications Corp. (a) 1,375,500 29,079
Cisco Systems, Inc. (a) 1,099,100 87,447
Lucent Technologies, Inc. 988,721 83,979
327,080
COMPUTER SERVICES & SOFTWARE - 6.1%
Automatic Data Processing, Inc. 1,580,690 78,244
BMC Software, Inc. (a) 753,900 45,422
CUC International, Inc. (a) 2,815,550 69,333
Ceridian Corp. (a) 554,841 24,274
Computer Associates International, Inc. 432,400 29,430
DST Systems, Inc. (a) 674,600 23,485
Equifax, Inc. 460,800 15,638
First Data Corp. 1,089,700 47,538
HBO & Co. 537,900 41,620
Microsoft Corp. (a) 1,887,000 267,011
Oracle Systems Corp. (a) 1,519,800 82,734
PeopleSoft, Inc. (a) 394,800 23,096
SunGard Data Systems, Inc. (a) 880,500 41,384
789,209
COMPUTERS & OFFICE EQUIPMENT - 5.2%
Adaptec, Inc. (a) 1,645,200 69,304
Compaq Computer Corp. (a) 1,940,500 110,851
Dell Computer Corp. (a) 614,300 52,523
EMC Corp. (a) 955,300 48,243
Fore Systems, Inc. (a) 1,974,000 31,707
Hewlett-Packard Co. 700,300 49,065
International Business Machines Corp. 1,762,600 186,395
Pitney Bowes, Inc. 1,523,000 114,415
662,503
ELECTRONIC INSTRUMENTS - 0.7%
Applied Materials, Inc. (a) 973,800 89,468
ELECTRONICS - 6.9%
Altera Corp. (a) 850,500 51,349
Intel Corp. 3,025,360 277,766
Linear Technology Corp. 1,641,990 109,808
Maxim Integrated Products, Inc. (a) 1,087,700 75,187
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Micron Technology, Inc. (a) 1,824,200 $ 88,816
Motorola, Inc. 2,062,600 165,653
Texas Instruments, Inc. 993,400 114,241
882,820
TOTAL TECHNOLOGY 2,751,080
TRANSPORTATION - 0.2%
RAILROADS - 0.2%
CSX Corp. 516,100 31,869
UTILITIES - 2.2%
TELEPHONE SERVICES - 2.2%
BellSouth Corp. 327,300 15,506
Cincinnati Bell, Inc. 1,924,200 57,726
LCI International, Inc. (a) 30,400 606
MCI Communications Corp. 683,900 24,150
SBC Communications, Inc. 1,620,800 95,931
WorldCom, Inc. (a) 2,634,100 92,029
285,948
TOTAL COMMON STOCKS
(Cost $8,809,509) 12,330,169
CASH EQUIVALENTS - 4.2%
Taxable Central Cash Fund (b)
(Cost $537,595) 537,595,219 537,595
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $9,347,104) $ 12,867,764
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.66%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At July 31,1997, the aggregate cost of investment securities for income tax
purposes was $9,360,182,000. Net unrealized appreciation aggregated
$3,507,582,000, of which $3,559,345,000 related to appreciated investment
securities and $51,763,000 related to depreciated investment securities.
The fund hereby designates approximately $33,731,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) JULY 31, 1997

ASSETS

Investment in securities, at value (cost $9,347,104) - $ 12,867,764
See accompanying schedule

Receivable for investments sold 59,974

Receivable for fund shares sold 20,159

Dividends receivable 12,885

Other receivables 506

TOTAL ASSETS 12,961,288

LIABILITIES

Payable for investments purchased $ 58,602

Payable for fund shares redeemed 17,309

Accrued management fee 4,940

Other payables and accrued expenses 3,137

TOTAL LIABILITIES 83,988

NET ASSETS $ 12,877,300

Net Assets consist of:

Paid in capital $ 8,931,571

Undistributed net investment income 55,275

Accumulated undistributed net realized gain (loss) on 369,813
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 3,520,641
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 312,497 shares outstanding $ 12,877,300

NET ASSET VALUE and redemption price per share $41.21
($12,877,300 (divided by) 312,497 shares)

Maximum offering price per share (100/97.00 of $41.21) $42.48

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED JULY 31, 1997

INVESTMENT INCOME $ 131,194
Dividends

Interest 29,028

TOTAL INCOME 160,222

EXPENSES

Management fee $ 60,406
Basic fee

Performance adjustment (9,479)

Transfer agent fees 27,028

Accounting fees and expenses 825

Non-interested trustees' compensation 62

Custodian fees and expenses 261

Registration fees 810

Audit 107

Legal 43

Miscellaneous 43

Total expenses before reductions 80,106

Expense reductions (1,746) 78,360

NET INVESTMENT INCOME 81,862

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

Investment securities 397,171

Foreign currency transactions (92) 397,079

Change in net unrealized appreciation (depreciation) on:

Investment securities 3,376,601

Assets and liabilities in foreign currencies (17) 3,376,584

NET GAIN (LOSS) 3,773,663

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 3,855,525
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
JULY 31, JULY 31,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

Operations $ 81,862 $ 85,559
Net investment income

Net realized gain (loss) 397,079 964,681

Change in net unrealized appreciation (depreciation) 3,376,584 (900,783)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 3,855,525 149,457
FROM OPERATIONS

Distributions to shareholders (77,278) (28,183)
From net investment income

From net realized gain (604,630) (542,584)

TOTAL DISTRIBUTIONS (681,908) (570,767)

Share transactions 3,742,863 4,526,720
Net proceeds from sales of shares

Reinvestment of distributions 668,511 555,579

Cost of shares redeemed (2,887,001) (2,903,085)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 1,524,373 2,179,214
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 4,697,990 1,757,904

NET ASSETS

Beginning of period 8,179,310 6,421,406

End of period (including undistributed net investment $ 12,877,300 $ 8,179,310
income of $55,275 and $62,593, respectively)

OTHER INFORMATION
Shares

Sold 109,213 143,962

Issued in reinvestment of distributions 22,656 17,421

Redeemed (85,260) (92,535)

Net increase (decrease) 46,609 68,848

</TABLE>

FINANCIAL HIGHLIGHTS

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

1997 1996 1995 1994 D 1993

SELECTED PER-SHARE DATA

Net asset value, beginning $ 30.76 $ 32.59 $ 25.14 $ 25.72 $ 22.02
of period

Income from Investment
Operations

Net investment income .28 C .34 .07 C .12 .10

Net realized and 12.70 .42 7.96 3.43 4.36
unrealized gain (loss)

Total from investment 12.98 .76 8.03 3.55 4.46
operations

Less Distributions

From net investment income (.28) (.12) - (.01) (.14)

From net realized gain (2.25) (2.47) (.58) (4.12) (.62)

Total distributions (2.53) (2.59) (.58) (4.13) (.76)

Net asset value, end of period $ 41.21 $ 30.76 $ 32.59 $ 25.14 $ 25.72

TOTAL RETURN A, B 45.50% 2.19% 32.64% 14.95% 20.86%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 12,877 $ 8,179 $ 6,421 $ 2,229 $ 788
(in millions)

Ratio of expenses to average .80% .98% 1.05% 1.27% 1.25%
net assets

Ratio of expenses to average net .78% .95% 1.02% 1.22% 1.25%
assets after expense reductions E E E E

Ratio of net investment income .81% 1.10% .25% .21% .46%
to average net assets

Portfolio turnover rate 51% 206% 182% 271% 319%

Average commission rate F $ .0441

</TABLE>

A 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).
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
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).
F FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1997

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 with remaining maturities
of sixty days or less for which quotations are not readily available 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. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, 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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
securities where the ex-dividend date may have passed, are recorded as soon
as the fund is informed of the ex-dividend date. Non-cash dividends
included in dividend income, if any, are recorded at the fair market value
of the securities received. Interest income is accrued as earned.
Investment income is recorded net of foreign taxes withheld where recovery
of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, foreign currency transactions and losses deferred due to wash
sales. The fund also utilized earnings and profits distributed to
shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income 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.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities.
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 foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements for U.S.
Treasury or Federal Agency obligations.
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). 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.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities
and repurchase agreements for these securities. Income distributions from
the Cash Fund are declared daily and paid monthly from net interest income.
Income distributions received by the fund are recorded as interest income
in the accompanying financial statements.
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, the
fund had no investments in restricted securities.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $5,882,345,000 and $4,833,152,000, 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. The annual individual
fund fee rate is .30%. 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 basic fee is subject to a performance adjustment (up to a maximum of
".20% of the fund's average net assets over the performance period) based
on the fund's investment performance as compared to
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
the appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .51% 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
$2,962,000 and $23,000, respectively, on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (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 annual rate of .27%
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 $1,359,000 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
$1,246,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by $4,000
and $496,000, respectively, under these arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity Blue Chip Growth Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Securities Fund: Fidelity Blue Chip Growth Fund, including the
schedule of portfolio investments, as of July 31, 1997, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 1997 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Securities Fund: Fidelity Blue Chip Growth Fund as of July 31,
1997, the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended,
in conformity with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 8, 1997
DISTRIBUTIONS

The Board of Trustees of Fidelity Blue Chip Growth Fund voted to pay on
September 8, 1997, to shareholders of record at the opening of business on
September 5, 1997, a distribution of $1.13 per share derived from capital
gains realized from sales of portfolio securities and a dividend of $.16
per share from net investment income.
A total of 4.89% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 26.64% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1998 of these percentages for
use in preparing 1997 income tax returns.
MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a day.
BY PHONE
Fidelity TouchTone Xpressprovides a single toll-free number to access
account balances, positions, quotes and trading. It's easy to navigate the
service, and on your first call, the system will help you create a personal
identification number (PIN) for security.
SM
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XPRESS
1-800-544-5555
PRESS
For mutual fund and brokerage trading.
1
For quotes.*
2
For account balances and holdings.
3
To review orders and mutual
fund activity.
4
To change your PIN.
5
To speak to a Fidelity representative.
*
0
BY PC
Fidelity's Web site on the Internet provides a wide range of information,
including daily financial news, fund performance, interactive planning
tools and news about Fidelity products and services.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)FIDELITY'S WEB
SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at 1-800-544-7272
for significant savings on Web access from internetMCI.
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(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)
FIDELITY ON-LINE XPRESS+
TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity at
1-800-544-7272 or visit our Web site for more information on how to manage
your investments via your PC.
* 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

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TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
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OVERNIGHT EXPRESS
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INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
William J. Hayes, Vice President
Abigail Johnson, Vice President
John McDowell, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
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Growth Company Fund
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THE FIDELITY TELEPHONE CONNECTION
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(8 a.m. - 9 p.m.)
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for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress 1-800-544-5555
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AUTOMATED LINE FOR QUICKEST SERVICE

FIDELITY

(REGISTERED TRADEMARK)
DIVIDEND GROWTH
FUND
ANNUAL REPORT
JULY 31, 1997
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 19 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 23 Notes to the financial statements.

REPORT OF INDEPENDENT 28 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 29

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. Total return
reflects the change in the value of an investment, assuming reinvestment of
the fund's dividend income and capital gains (the profits earned upon the
sale of securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JULY 31, 1997 PAST 1 LIFE OF
YEAR FUND

Fidelity Dividend Growth 49.21% 183.46%

S&P 500(registered trademark) 52.14% 144.95%

Growth Funds Average 42.90% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year or since the fund started on
April 27, 1993. For example, if you had 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 return to the performance of the
Standard & Poor's 500 Index - a widely recognized, unmanaged index of
common stocks. 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 mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. The past one year average represents a peer group
of 764 mutual funds. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1997 PAST 1 LIFE OF
YEAR FUND

Fidelity Dividend Growth 49.21% 27.66%

S&P 500 52.14% 23.37%

Growth Funds Average 42.90% n/a

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Dividend Growth Fund on April 27, 1993, when the fund
started. As the chart shows, by July 31, 1997, the value of the investment
would have grown to $28,346 - a 183.46% increase on the initial investment.
For comparison, look at how the S&P 500 did over the same period. With
dividends and capital gains, if any, reinvested, the same $10,000
investment would have grown to $24,495 - a 144.95% 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
long-term growth and
short-term volatility. In turn,
the share price and return of
a fund that invests in stocks
will vary. That means if you
sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
Moderate economic growth and
subdued inflation helped create
an almost perfect investing
environment for the U.S. stock
market, which posted
exceptionally strong returns for the
12 months that ended July 31,
1997. The Standard & Poor's 500
Index returned 52.14% during the
period - well above its long-term
annual average of about 11%.
The stock market spent much of
the period breaking price and
trading volume records. Solid
corporate earnings, large inflows
into mutual funds, widespread
optimism and a generally
favorable interest-rate backdrop
propelled share prices higher,
especially among
large-capitalization stocks.
Concerns in March and April over
higher interest rates and the
possibility of weaker corporate
earnings provided the only
significant pause in the stock
market's upward climb. Higher
interest rates tend to slow
economic growth and increase
borrowing costs. When the
Federal Reserve Board raised a
key short-term interest rate in
March, the stock market - already
at historically high valuations -
sold off sharply through mid-April,
when positive news on the
inflation front emerged. From that
point through the end of the
period, the market soared ever
higher, with the Dow Jones
Industrial Average breaking
through the 8000 mark for the first
time in July on its way to finishing
above 8200 at the end of the
period. The market broadened to
include many small- and
mid-capitalization stocks during
this latest rally.
An interview with Charles Mangum, Portfolio Manager of Fidelity Dividend
Growth Fund
Q. HOW DID THE FUND PERFORM, CHARLES?
A. For the 12 months that ended July 31, 1997, the fund returned 49.21%.
This beat the growth funds average, as tracked by Lipper Analytical
Services, which returned 42.90% over the same period. The Standard & Poor's
500 Index had a 12-month return of 52.14% as of July 31, 1997.
Q. WHAT ACCOUNTED FOR THE FUND'S STRONG PERFORMANCE?
A. The fund benefited from its increased exposure to large-capitalization
stocks - those with market capitalizations of $1 billion or more - as these
stocks figured prominently in the market's upward move. In addition, the
fund's three largest sector exposures during the period - health, finance
and technology - performed extremely well.
Q. CAN YOU EXPLAIN WHY THE FUND BEAT ITS PEERS, YET TRAILED THE S&P 500?
A. When I took over the fund last January, it had a bias towards smaller
stocks. This was due to the investment style of the previous manager -
Steve Wymer - who did a fantastic job focusing on unique spin-off or
restructuring stories. My style - while staying within the fund's
investment objective - is a bit different. In looking for stocks that have
solid dividend-paying characteristics, I focus on a company's revenue
growth prospects. To me, if a company offers good revenue growth potential,
its stock should perform well. That being said, I think the overall
emphasis toward larger stocks helped the fund post a higher return than its
peer group. While many diversified stock fund managers had difficulty
beating the S&P 500, some of the fund's relative underperformance may be
traced back to the transition period where I was trying to move out of the
smaller stocks and into the larger ones. This took a little while, but the
large-cap rally didn't take a break. In addition, the fund's low exposure
to several big-name technology stocks - relative to the index - hurt
performance.
Q. SINCE JULY 1996, THE FUND'S EXPOSURE TO HEALTH STOCKS HAS JUMPED FROM
APPROXIMATELY 3% TO AROUND 17%. WHAT'S THE ATTRACTION?
A. Pharmaceutical stocks have been the key to the fund's increased health
exposure. Through the first six months of 1997, U.S. pharmaceutical company
sales were up 15%, which is exciting against a backdrop of 3% gross
domestic product - or GDP - growth. New product development and increased
prescription drug utilization among consumers have helped these stocks
perform well. Over the past five years, the lead time for getting a new
drug approved has dwindled from around 36 months to just 12 months, making
it easier for these companies to roll out new products at a swifter pace.
As a result, you'll see names such as Johnson & Johnson, Bristol-Myers
Squibb and Schering-Plough sprinkled among the fund's current top holdings.
Q. WHAT ABOUT SOME OF THE FUND'S OTHER SECTOR EXPOSURES?
A. I found the finance and technology sectors appealing and raised the
fund's positions in each group during the period. Finance stocks were
inexpensive relative to other groups, and my research indicated good
long-term growth prospects. These stocks slowed down somewhat when the
Federal Reserve Board hiked interest rates in March, but they've since
rebounded to become positive contributors. Technology stocks also performed
well, but even though I increased the fund's holdings I still was
underweighted relative to the S&P. A few big name tech companies announced
earnings disappointments in early 1997 and this concerned me. In hindsight,
while the fund's technology positions helped, I should have had a higher
exposure.
Q. YOU MENTIONED PHARMACEUTICAL STOCKS AS BEING POSITIVE CONTRIBUTORS.
WHICH STOCKS PROVED DISAPPOINTING?
A. Stocks such as Tupperware - which the fund no longer owned at the end of
July - hurt performance, as did investments in local telephone companies.
Q. WHAT'S IN STORE FOR THE COMING MONTHS?
A. Shareholders should expect to see more of the same as I continue to look
for good opportunities in the health, finance
and technology groups. I don't spend a lot of time predicting interest-rate
movements because I don't think anyone has proven they can do it
successfully on a consistent basis. As long as companies continue to grow
their earnings, stocks will continue to be attractive investments.
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 JULY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Schering-Plough Corp. 4.2 1.9

General Electric Co. 2.9 3.0

Philip Morris Companies, Inc. 2.6 2.4

Johnson & Johnson 2.3 1.9

Bristol-Myers Squibb Co. 2.3 1.2

Texas Instruments, Inc. 2.0 0.0

Intel Corp. 2.0 2.8

American Home Products Corp. 2.0 0.8

Citicorp 2.0 1.6

Merck & Co., Inc. 1.8 0.8

TOP FIVE MARKET SECTORS AS OF JULY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Health 17.1 11.0

Finance 16.8 11.6

Technology 14.2 11.0

Retail & Wholesale 7.6 5.5

Industrial Machinery & Equipment 6.1 5.9

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF JULY 31, 1997 * AS OF JANUARY 31, 1997 **

Row: 1, Col: 1, Value: 4.2
Row: 1, Col: 2, Value: 1.9
Row: 1, Col: 3, Value: 43.9
Row: 1, Col: 4, Value: 50.0
Stocks 92.6%
Bonds 0.6%
Short-term
investments 6.8%
FOREIGN
INVESTMENTS 2.8%
Stocks 94.9%
Bonds 0.9%
Short-term
investments 4.2%
FOREIGN
INVESTMENTS 5.9%
Row: 1, Col: 1, Value: 6.8
Row: 1, Col: 2, Value: 1.6
Row: 1, Col: 3, Value: 41.6
Row: 1, Col: 4, Value: 50.0
*
**
INVESTMENTS JULY 31, 1997

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 93.9%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 6.0%
AEROSPACE & DEFENSE - 4.9%
AlliedSignal, Inc. 460,000 $ 42,435
Fairchild Corp. Class A (a) 107,900 2,428
Lockheed Martin Corp. 275,600 29,351
Primex Technologies, Inc. (c) 289,900 8,987
Rockwell International Corp. 365,800 24,006
Sundstrand Corp. 528,200 32,748
Textron, Inc. 255,600 17,908
Thiokol Corp. 483,900 35,960
United Technologies Corp. 252,100 21,318
215,141
DEFENSE ELECTRONICS - 0.4%
Raytheon Co. 274,600 15,343
SHIP BUILDING & REPAIR - 0.7%
General Dynamics Corp. 356,500 31,550
TOTAL AEROSPACE & DEFENSE 262,034
BASIC INDUSTRIES - 3.2%
CHEMICALS & PLASTICS - 1.5%
du Pont (E.I.) de Nemours & Co. 90,000 6,024
Hercules, Inc. 286,700 15,231
Union Carbide Corp. 268,500 14,868
W.R. Grace & Co. 481,000 29,582
65,705
METALS & MINING - 0.3%
Aluminum Co. of America 165,100 14,611
PAPER & FOREST PRODUCTS - 1.4%
American Pad & Paper Co. (a)(c) 1,689,100 39,694
Kimberly-Clark Corp. 381,500 19,337
59,031
TOTAL BASIC INDUSTRIES 139,347
CONSTRUCTION & REAL ESTATE - 1.7%
BUILDING MATERIALS - 0.8%
Masco Corp. 794,900 37,261
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE - 0.4%
Stewart Enterprises, Inc. Class A 370,000 $ 16,003
REAL ESTATE INVESTMENT TRUSTS - 0.5%
Alexandria Real Estate Equities, Inc. 312,000 7,702
Bedford Property Investors, Inc. 77,400 1,543
Glenborough Realty Trust, Inc. 91,500 2,179
Public Storage, Inc. 234,800 6,971
Tanger Factory Outlet Centers, Inc. 142,700 4,067
22,462
TOTAL CONSTRUCTION & REAL ESTATE 75,726
DURABLES - 2.9%
AUTOS, TIRES, & ACCESSORIES - 0.5%
Lear Corp. (a) 274,900 13,161
Tower Automotive, Inc. (a) 150,000 6,797
19,958
CONSUMER DURABLES - 1.2%
Minnesota Mining & Manufacturing Co. 568,400 53,856
CONSUMER ELECTRONICS - 1.2%
Newell Co. 494,000 20,717
Philips Electronics NV 412,100 33,715
54,432
TOTAL DURABLES 128,246
ENERGY - 5.2%
OIL & GAS - 5.2%
British Petroleum PLC ADR 764,600 63,031
Monterey Resources, Inc. 342,185 5,218
Royal Dutch Petroleum Co. 680,000 38,038
Santa Fe Energy Resources, Inc. (a) 904,500 7,801
Texaco, Inc. 440,000 51,068
Tosco Corp. 178,200 5,580
Total SA sponsored ADR 1,014,700 51,179
Ultramar Diamond Shamrock Corp. 130,500 4,339
226,254
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 16.5%
BANKS - 6.4%
BankAmerica Corp. 948,200 $ 71,589
Citicorp 633,300 85,970
Comerica, Inc. 539,900 40,830
First Bank System, Inc. 170,000 15,130
First Security Corp. 395,200 10,621
NationsBank Corp. 500,000 35,594
Norwest Corp. 346,500 21,851
281,585
CREDIT & OTHER FINANCE - 1.6%
American Express Co. 358,392 30,016
Associates First Capital Corp. 466,400 30,753
Transamerica Corp. 99,400 10,027
70,796
FEDERAL SPONSORED CREDIT - 1.3%
Federal National Mortgage Association 1,219,000 57,674
INSURANCE - 5.4%
Allmerica Financial Corp. 638,100 28,236
Allstate Corp. 376,200 29,720
AMBAC, Inc. 173,100 14,746
American International Group, Inc. 333,300 35,496
CapMAC Holdings, Inc. 16,100 449
Conseco, Inc. 954,200 38,884
Protective Life Corp. 307,200 15,629
Provident Companies, Inc. 226,100 14,329
SunAmerica, Inc. 200,000 12,100
Torchmark Corp. 281,600 22,422
UNUM Corp. 537,200 23,905
235,916
SAVINGS & LOANS - 1.8%
Charter One Financial Corp. 484,500 28,071
Washington Mutual, Inc. 704,000 48,664
76,735
TOTAL FINANCE 722,706
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - 16.7%
DRUGS & PHARMACEUTICALS - 10.6%
American Home Products Corp. 1,059,800 $ 87,367
Bristol-Myers Squibb Co. 1,288,400 101,059
Merck & Co., Inc. 742,100 77,132
Rhone Poulenc SA Class A 230,000 9,685
Schering-Plough Corp. 3,390,500 184,994
Zonagen, Inc. (a) 75,000 2,203
462,440
MEDICAL EQUIPMENT & SUPPLIES - 4.7%
Baxter International, Inc. 410,900 23,755
Becton, Dickinson & Co. 467,200 25,054
Johnson & Johnson 1,630,700 101,613
McKesson Corp. 439,200 38,073
Nellcor Puritan Bennett, Inc. (a) 684,100 19,283
207,778
MEDICAL FACILITIES MANAGEMENT - 1.4%
Columbia/HCA Healthcare Corp. 739,800 23,859
Integramed America, Inc. (a)(c) 508,800 922
Oxford Health Plans, Inc. (a) 76,200 6,406
United HealthCare Corp. 514,600 29,332
60,519
TOTAL HEALTH 730,737
HOLDING COMPANIES - 1.0%
Norfolk Southern Corp. 392,500 43,468
INDUSTRIAL MACHINERY & EQUIPMENT - 6.1%
ELECTRICAL EQUIPMENT - 3.5%
Corsair Communications, Inc. 1,400 28
General Electric Co. 1,826,000 128,162
General Signal Corp. 468,700 23,054
151,244
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%
Cooper Industries, Inc. 524,200 $ 29,126
Illinois Tool Works, Inc. 763,500 39,607
Stanley Works 136,500 6,185
74,918
POLLUTION CONTROL - 0.9%
USA Waste Services, Inc. (a) 449,700 18,129
Waste Management, Inc. 681,900 21,820
39,949
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 266,111
MEDIA & LEISURE - 3.2%
BROADCASTING - 1.1%
Clear Channel Communications, Inc. (a) 284,000 17,679
Time Warner, Inc. 562,200 30,675
48,354
ENTERTAINMENT - 0.3%
Disney (Walt) Co. 90,000 7,273
Viacom, Inc. Class B (non-vtg.) (a) 198,500 6,129
13,402
LODGING & GAMING - 1.1%
ITT Corp. (a) 732,900 46,860
PUBLISHING - 0.6%
Cognizant Corp. 173,300 7,387
Tribune Co. 359,400 19,026
26,413
RESTAURANTS - 0.1%
CKE Restaurants, Inc. 87,200 3,019
TOTAL MEDIA & LEISURE 138,048
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - 5.5%
BEVERAGES - 0.3%
PepsiCo, Inc. 350,000 $ 13,409
FOODS - 0.7%
Earthgrains Co. 400,344 14,663
Sara Lee Corp. 395,100 17,310
31,973
HOUSEHOLD PRODUCTS - 1.8%
Alberto-Culver Co. Class A (c) 1,537,500 36,805
Procter & Gamble Co. 136,200 20,719
Unilever NV ADR 90,800 19,794
77,318
TOBACCO - 2.7%
Philip Morris Companies, Inc. 2,554,700 115,281
Schweitzer-Mauduit International, Inc. 107,400 4,195
119,476
TOTAL NONDURABLES 242,176
RETAIL & WHOLESALE - 7.6%
APPAREL STORES - 1.2%
Gap, Inc. 810,100 35,999
Payless ShoeSource, Inc. (a) 243,256 14,960
50,959
DRUG STORES - 0.7%
CVS Corp. 540,500 30,740
GENERAL MERCHANDISE STORES - 3.2%
Proffitts, Inc. (a) 1,251,600 66,335
Wal-Mart Stores, Inc. 2,000,000 75,125
141,460
GROCERY STORES - 1.0%
American Stores Co. 831,000 20,983
Safeway, Inc. (a) 412,100 22,099
43,082
RETAIL & WHOLESALE, MISCELLANEOUS - 1.5%
Home Depot, Inc. 1,290,000 64,339
TOTAL RETAIL & WHOLESALE 330,580
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 2.0%
ADVERTISING - 1.5%
Interpublic Group of Companies, Inc. 600,000 $ 26,850
Omnicom Group, Inc. 529,800 36,987
63,837
SERVICES - 0.5%
Borg Warner Security Corp. (a) 766,900 13,277
Cintas Corp. 148,900 9,753
23,030
TOTAL SERVICES 86,867
TECHNOLOGY - 14.0%
COMMUNICATIONS EQUIPMENT - 0.6%
Alcatel Alsthom Compagnie Generale d'Electricite SA
sponsored ADR 1,021,800 27,589
COMPUTER SERVICES & SOFTWARE - 4.2%
CUC International, Inc. (a) 1,416,500 34,882
Cadence Design Systems, Inc. (a) 300,000 13,331
CompUSA, Inc. (a) 169,800 4,563
Equifax, Inc. 685,000 23,247
Mapix, Inc. (a) 93,100 908
Microsoft Corp. (a) 340,600 48,195
Oracle Systems Corp. (a) 993,200 54,067
Synopsys, Inc. (a) 152,100 5,114
184,307
COMPUTERS & OFFICE EQUIPMENT - 2.5%
Compaq Computer Corp. (a) 748,250 42,744
International Business Machines Corp. 363,200 38,408
Pitney Bowes, Inc. 372,700 27,999
109,151
ELECTRONICS - 6.4%
Intel Corp. 959,400 88,084
Linear Technology Corp. 578,400 38,681
Maxim Integrated Products, Inc. (a) 303,000 20,945
Molex, Inc. 1,152,400 41,630
Texas Instruments, Inc. 772,300 88,815
278,155
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
PHOTOGRAPHIC EQUIPMENT - 0.3%
Imation Corp. (a) 631,120 $ 15,502
TOTAL TECHNOLOGY 614,704
TRANSPORTATION - 0.0%
RAILROADS - 0.0%
CSX Corp. 9,600 593
UTILITIES - 2.3%
ELECTRIC UTILITY - 0.7%
Entergy Corp. 228,700 6,246
Houston Industries, Inc. 343,000 7,182
PG&E Corp. 637,000 15,806
29,234
GAS - 0.2%
ONEOK, Inc. 283,700 9,930
TELEPHONE SERVICES - 1.4%
ALLTEL Corp. 341,600 11,230
MCI Communications Corp. 900,000 31,781
SBC Communications, Inc. 101,406 6,002
Sprint Corp. 295,600 14,632
63,645
TOTAL UTILITIES 102,809
TOTAL COMMON STOCKS
(Cost $3,284,139) 4,110,406
CONVERTIBLE PREFERRED STOCKS - 1.0%
UTILITIES - 1.0%
TELEPHONE SERVICES - 1.0%
WorldCom, Inc. 8% depositary shares
(Cost $32,917) 346,000 42,428
CONVERTIBLE BONDS - 0.9%
MOODY'S RATINGS PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (D) (000S) (000S)
FINANCE - 0.3%
CREDIT & OTHER FINANCE - 0.3%
STB CayMan Capital Ltd. 1/2%, 10/1/07 (e) Baa2 JPY 1,620,000 $ 14,572
HEALTH - 0.4%
DRUGS & PHARMACEUTICALS - 0.4%
Roche Holdings, Inc. 0%, 5/6/12 (e) - 38,000 17,243
TECHNOLOGY - 0.2%
COMPUTERS & OFFICE EQUIPMENT - 0.2%
Quantum Corp. 7%, 8/1/04 B2 6,000 6,135
TOTAL CORPORATE BONDS
(Cost $35,260) 37,950
CASH EQUIVALENTS - 4.2%
SHARES
Taxable Central Cash Fund (b)
(Cost $185,342) 185,341,572 185,342
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $3,537,658) $ 4,376,126
CURRENCY ABBREVIATIONS
JPY - Japanese yen
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.66%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
3. Affiliated company (see Note 6 of Notes to Financial Statements)
4. Principal amount is stated in United States dollars unless otherwise
noted.
5. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $31,815,000 or 0.7% of net
assets.
INCOME TAX INFORMATION
At July 31, 1997, the aggregate cost of investment securities for income
tax purposes was $3,541,930,000. Net unrealized appreciation aggregated
$834,196,000, of which $846,446,000 related to appreciated investment
securities and $12,250,000 related to depreciated investment securities.
The fund hereby designates approximately $42,894,000 as capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) JULY 31, 1997

ASSETS

Investment in securities, at value (cost $3,537,658) - $ 4,376,126
See accompanying schedule

Receivable for investments sold 60,746

Receivable for fund shares sold 38,268

Dividends receivable 4,058

Interest receivable 1,112

Other receivables 13

TOTAL ASSETS 4,480,323

LIABILITIES

Payable for investments purchased $ 97,619

Payable for fund shares redeemed 11,470

Accrued management fee 2,242

Other payables and accrued expenses 1,410

TOTAL LIABILITIES 112,741

NET ASSETS $ 4,367,582

Net Assets consist of:

Paid in capital $ 3,244,079

Undistributed net investment income 20,704

Accumulated undistributed net realized gain (loss) 264,331
on investments and foreign currency transactions

Net unrealized appreciation (depreciation) on investments 838,468
and assets and liabilities in foreign currencies

NET ASSETS, for 174,181 shares outstanding $ 4,367,582

NET ASSET VALUE, offering price and redemption price $25.07
per share ($4,367,582 (divided by) 174,181 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED JULY 31, 1997

INVESTMENT INCOME $ 41,854
Dividends (including $519 received from affiliated
issuers)

Interest 9,084

TOTAL INCOME 50,938

EXPENSES

Management fee $ 16,087
Basic fee

Performance adjustment 1,411

Transfer agent fees 6,098

Accounting fees and expenses 742

Non-interested trustees' compensation 12

Custodian fees and expenses 106

Registration fees 978

Audit 42

Legal 9

Miscellaneous 7

Total expenses before reductions 25,492

Expense reductions (999) 24,493

NET INVESTMENT INCOME 26,445

REALIZED AND UNREALIZED GAIN (LOSS) 268,769
Net realized gain (loss) on investment securities
(including realized gain of $7,839 on sales of
investments in affiliated issuers)

Change in net unrealized appreciation (depreciation) on 795,165
investment securities

NET GAIN (LOSS) 1,063,934

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 1,090,379
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
JULY 31, JULY 31,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

Operations $ 26,445 $ 6,344
Net investment income

Net realized gain (loss) 268,769 65,571

Change in net unrealized appreciation (depreciation) 795,165 (14,621)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 1,090,379 57,294
FROM OPERATIONS

Distributions to shareholders (8,329) (2,757)
From net investment income

From net realized gain (28,170) (32,750)

TOTAL DISTRIBUTIONS (36,499) (35,507)

Share transactions 3,929,111 1,696,572
Net proceeds from sales of shares

Reinvestment of distributions 36,073 34,964

Cost of shares redeemed (1,871,351) (998,307)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 2,093,833 733,229
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 3,147,713 755,016

NET ASSETS

Beginning of period 1,219,869 464,853

End of period (including undistributed net investment $ 4,367,582 $ 1,219,869
income of $20,704 and $4,406, respectively)

OTHER INFORMATION
Shares

Sold 192,987 97,237

Issued in reinvestment of distributions 2,034 2,199

Redeemed (91,579) (57,679)

Net increase (decrease) 103,442 41,757

</TABLE>

FINANCIAL HIGHLIGHTS
YEARS ENDED JULY 31, APRIL 27, 1993
(COMMENCEMEN
T
OF OPERATIONS)
TO
JULY 31,

1997 1996 1995 1994 E 1993

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

Net asset value, beginning $ 17.24 $ 16.04 $ 11.68 $ 10.80 $ 10.00
of period

Income from Investment
Operations

Net investment income .20 H .11 .05 .02 (.01)
(loss)

Net realized and 8.09 2.25 4.47 1.01 .81
unrealized gain (loss)

Total from investment 8.29 2.36 4.52 1.03 .80
operations

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

From net realized gain (.37) (1.07) (.15) - -

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

Total distributions (.46) (1.16) (.16) (.15) -

Net asset value, end of period $ 25.07 $ 17.24 $ 16.04 $ 11.68 $ 10.80

TOTAL RETURN B, C 49.21% 15.44% 39.14% 9.51% 8.00%

RATIOS AND SUPPLEMENTAL
DATA

Net assets, end of period $ 4,368 $ 1,220 $ 465 $ 72 $ 18
(in millions)

Ratio of expenses to average .95% 1.02% 1.21% 1.43% 2.50% A,
net assets D

Ratio of expenses to average .92% .99% 1.19% 1.40% F 2.50% A
net assets after expense F F F
reductions

Ratio of net investment income .99% .86% .78% .13% (.73)%
(loss) to average net assets A

Portfolio turnover rate 141% 129% 162% 291% 90% A

Average commission rate G $ .0419

</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).
G FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
H NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1997

6. 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 (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 with remaining maturities
of sixty days or less for which quotations are not readily available 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. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, 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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
securities where the ex-dividend date may have passed, are recorded as soon
as the fund is informed of the ex-dividend date. Non-cash dividends
included in dividend income, if any, are recorded at the fair market value
of the securities received. 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
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.
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.
7. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities.
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 foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements for U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). 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.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Income
distributions from the Cash Fund are declared daily and paid monthly from
net interest income. Income distributions received by the fund are recorded
as interest income in the accompanying financial statements.
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, the
fund had no investments in restricted securities (excluding 144A issues).
8. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $5,568,114,000 and $3,573,022,000, respectively.
9. 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. The annual individual
fund fee rate is .30%. In the event that these rates were lower than the
contractual rates in effect during the
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
period, FMR voluntarily implemented the above rates, as they resulted in
the same or a lower management fee. The basic fee is subject to a
performance adjustment (up to a maximum of ".20% of the fund's average net
assets over the performance period) based on the fund's investment
performance as compared to the appropriate index over a specified period of
time. For the period, the management fee was equivalent to an annual rate
of .65% of average net assets after the performance adjustment.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (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 annual 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 $1,534,000 for the period.
10. 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
$932,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by $8,000
and $59,000, respectively, under these arrangements.
11. 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 VALUE
AFFILIATE COST COST INCOME
Alberto-Culver Co. Class A $ 9,253 $ - $ 74 $ 36,805
American Pad & Paper Co. 13,185 - - 39,694
Earthgrains Co. - 17,411 101 -
Integramed America, Inc. - 169 - 922
Monterey Resources, Inc. 6,308 7,696 260 -
Primex Technologies, Inc. 314 - 84 8,987
Roadway Express, Inc. - 728 - -
TOTALS $ 29,060 $ 26,004 $ 519 $ 86,408
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity Dividend Growth Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Securities Fund: Fidelity Dividend Growth Fund, including the
schedule of portfolio investments, as of July 31, 1997, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the four years in the period then ended
and for the period April 27, 1993 (commencement of operations) to July 31,
1993. These financial statements and financial highlights are the
responsibility of the fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 1997 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Securities Fund: Fidelity Dividend Growth Fund as of July 31,
1997, the results of its operations for the year then ended, the changes
in its net assets for each of the two years in the period then ended, and
the financial highlights for each of the four years in the period then
ended and for the period April 27, 1993 (commencement of operations) to
July 31, 1993, in conformity with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 8, 1997
DISTRIBUTIONS

The Board of Trustees of Fidelity Dividend Growth Fund voted to pay on
September 8, 1997, to shareholders of record at the opening of business on
September 5, 1997, a distribution of $1.31 per share derived from capital
gains realized from sales of portfolio securities and a dividend of $.10
per share from net investment income.
A total of 63.97% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1998 of the applicable
percentage for use in preparing 1997 income tax returns.
MANAGING YOUR INVESTMENTS

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING
CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR
NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
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OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
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Fidelity Management & Research Company
Boston, MA
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OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail Johnson, Vice President
William J. Hayes, Vice President
Charles A. Mangum, Vice President
Arthur S. Loring, Secretary
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Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
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FIDELITY

(REGISTERED TRADEMARK)
GROWTH & INCOME
PORTFOLIO
ANNUAL REPORT
JULY 31, 1997
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 24 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 28 Notes to the financial statements.

REPORT OF INDEPENDENT 33 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 34

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. Total return
reflects the change in the value of an investment, assuming reinvestment of
the fund's dividend income and capital gains (the profits earned upon the
sale of securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JULY 31, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity Growth & Income 44.16% 165.44% 369.31%

S&P 500(registered trademark) 52.14% 155.75% 303.48%

Growth & Income Funds Average 43.83% 131.27% 242.79%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years or 10 years. For
example, if you had 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 return to the performance of the Standard & Poor's 500 Index - a
widely recognized, unmanaged index of common stocks. 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 mutual
funds with similar objectives tracked by Lipper Analytical Services, Inc.
The past one year average represents a peer group of 565 mutual funds.
These benchmarks include reinvested dividends and capital gains, if any,
and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity Growth & Income 44.16% 21.56% 16.72%

S&P 500 52.14% 20.66% 14.96%

Growth & Income Funds Average 43.83% 18.15% 13.01%

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking an arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)
$10,000 OVER 10 YEARS
IMAHDR PRASUN SHR__CHT 19970731 19970811 104820 S00000000000001
Growth & Income S&P 500
00027 SP001
1987/07/31 10000.00 10000.00
1987/08/31 10200.69 10373.00
1987/09/30 10120.41 10145.83
1987/10/31 8011.71 7960.42
1987/11/30 7583.51 7304.48
1987/12/31 7973.49 7860.35
1988/01/31 8473.42 8191.27
1988/02/29 8922.72 8572.99
1988/03/31 8731.10 8308.08
1988/04/30 8871.71 8400.30
1988/05/31 8986.76 8473.38
1988/06/30 9402.16 8862.31
1988/07/31 9395.71 8828.63
1988/08/31 9286.01 8528.46
1988/09/30 9622.31 8891.77
1988/10/31 9811.24 9138.96
1988/11/30 9667.91 9008.28
1988/12/31 9805.61 9165.92
1989/01/31 10419.70 9836.87
1989/02/28 10307.44 9591.93
1989/03/31 10625.98 9815.42
1989/04/30 11079.00 10324.84
1989/05/31 11598.64 10743.00
1989/06/30 11678.37 10681.76
1989/07/31 12464.10 11646.33
1989/08/31 12732.72 11874.59
1989/09/30 12664.35 11825.91
1989/10/31 12264.20 11551.55
1989/11/30 12467.78 11787.20
1989/12/31 12708.21 12070.09
1990/01/31 12042.09 11260.19
1990/02/28 12227.12 11405.44
1990/03/31 12441.89 11707.69
1990/04/30 12120.95 11415.00
1990/05/31 13016.59 12527.96
1990/06/30 12956.10 12442.77
1990/07/31 12865.81 12402.95
1990/08/31 11767.33 11281.73
1990/09/30 11088.79 10732.31
1990/10/31 11065.69 10686.16
1990/11/30 11612.43 11376.48
1990/12/31 11844.51 11693.89
1991/01/31 12926.24 12203.74
1991/02/28 14015.74 13076.31
1991/03/31 14787.79 13392.75
1991/04/30 14991.44 13424.90
1991/05/31 15853.01 14004.85
1991/06/30 14776.30 13363.43
1991/07/31 15681.61 13986.17
1991/08/31 16138.21 14317.64
1991/09/30 15995.87 14078.53
1991/10/31 16281.94 14267.18
1991/11/30 15431.88 13692.22
1991/12/31 16800.45 15258.61
1992/01/31 17202.22 14974.80
1992/02/29 17579.39 15169.47
1992/03/31 17218.31 14873.66
1992/04/30 17605.51 15310.95
1992/05/31 17671.42 15385.97
1992/06/30 17324.15 15156.72
1992/07/31 17680.41 15776.63
1992/08/31 17498.13 15453.21
1992/09/30 17677.36 15635.56
1992/10/31 17817.36 15690.28
1992/11/30 18368.03 16225.32
1992/12/31 18738.64 16424.89
1993/01/31 19261.53 16562.86
1993/02/28 19480.20 16788.12
1993/03/31 20195.16 17142.35
1993/04/30 20166.47 16727.50
1993/05/31 20587.20 17175.80
1993/06/30 20904.20 17225.61
1993/07/31 21058.04 17156.71
1993/08/31 21884.98 17806.95
1993/09/30 22004.11 17669.83
1993/10/31 22250.35 18035.60
1993/11/30 21748.02 17864.26
1993/12/31 22398.16 18080.42
1994/01/31 23244.90 18695.15
1994/02/28 22801.37 18188.51
1994/03/31 21798.32 17395.49
1994/04/30 22233.68 17618.16
1994/05/31 22304.55 17907.09
1994/06/30 21917.43 17468.37
1994/07/31 22548.00 18041.33
1994/08/31 23412.49 18781.03
1994/09/30 23140.67 18320.89
1994/10/31 23416.41 18733.11
1994/11/30 22546.78 18050.85
1994/12/31 22905.96 18318.55
1995/01/31 23177.48 18793.55
1995/02/28 23861.73 19525.93
1995/03/31 24612.66 20102.14
1995/04/30 25299.98 20694.15
1995/05/31 26020.03 21521.30
1995/06/30 26489.65 22021.23
1995/07/31 27497.53 22751.46
1995/08/31 27705.68 22808.57
1995/09/30 28819.70 23771.09
1995/10/31 28684.71 23686.22
1995/11/30 30034.58 24726.05
1995/12/31 31010.60 25202.27
1996/01/31 32042.38 26060.16
1996/02/29 32397.77 26301.74
1996/03/31 32673.39 26555.02
1996/04/30 33007.03 26946.44
1996/05/31 33639.79 27641.39
1996/06/30 33847.43 27746.70
1996/07/31 32554.48 26520.86
1996/08/31 33062.42 27080.18
1996/09/30 34807.61 28604.25
1996/10/31 35360.12 29393.16
1996/11/30 37594.15 31614.99
1996/12/31 37220.29 30988.69
1997/01/31 38806.97 32924.87
1997/02/28 39243.00 33183.00
1997/03/31 37638.72 31819.51
1997/04/30 39643.37 33719.13
1997/05/31 41781.66 35771.95
1997/06/30 43944.04 37374.54
1997/07/31 46930.53 40348.43
IMATRL PRASUN SHR__CHT 19970731 19970811 104823 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was invested
in Fidelity Growth & Income Portfolio on July 31, 1987. As the chart shows,
by July 31, 1997, the value of the investment would have grown to $46,931 -
a 369.31% increase on the initial investment. For comparison, look at how
the S&P 500 did over the same period. With dividends and capital gains, if
any, reinvested, the same $10,000 investment would have grown to $40,348 -
a 303.48% 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
long-term growth and
short-term volatility. In turn,
the share price and return of
a fund that invests in stocks
will vary. That means if you
sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
Moderate economic growth and
subdued inflation helped create
an almost perfect investing
environment for the U.S. stock
market, which posted
exceptionally strong returns for the
12 months that ended July 31,
1997. The Standard & Poor's 500
Index returned 52.14% during the
period - well above its long-term
annual average of about 11%.
The stock market spent much of
the period breaking price and
trading volume records. Solid
corporate earnings, large inflows
into mutual funds, widespread
optimism and a generally
favorable interest-rate backdrop
propelled share prices higher,
especially among
large-capitalization stocks.
Concerns in March and April over
higher interest rates and the
possibility of weaker corporate
earnings provided the only
significant pause in the stock
market's upward climb. Higher
interest rates tend to slow
economic growth and increase
borrowing costs. When the
Federal Reserve Board raised a
key short-term interest rate in
March, the stock market - already
at historically high valuations -
sold off sharply through mid-April,
when positive news on the
inflation front emerged. From that
point through the end of the
12-month period, the market
soared ever higher, with the Dow
Jones Industrial Average
breaking through the 8000 mark
for the first time in July on its way
to finishing above 8200 at the end
of the period. The market
broadened to include many
small- and mid-capitalization
stocks during this latest rally.
An interview with Steven Kaye, Portfolio Manager of Fidelity Growth &
Income Portfolio
Q. HOW DID THE FUND PERFORM, STEVE?
A. For the 12 months that ended July 31, 1997, the fund returned 44.16%,
compared to the 43.83% return of the growth & income funds average tracked
by Lipper Analytical Services, and the 52.14% return of the Standard &
Poor's 500 Index.
Q. OVER THE PAST YEAR, WHAT WERE THE MOST SIGNIFICANT DRIVERS OF
PERFORMANCE?
A. Pharmaceutical and retail store investments - both areas that I
emphasized - were particularly strong. Most of the fund's drug company
investments benefited from robust sales of new drugs that address a variety
of common disorders. In general, the fund's retail investments - targeted
mainly at drug store chains, specialty retailers and discounters - also
performed well. Underweighting the generally weak utilities sector relative
to the S&P 500 - including both telecommunications and electrics - also
proved helpful as business prospects for both of these industries remained
clouded by deregulation. The fund lost some ground relative to the S&P 500
due to its underweighting of technology stocks, which proved to be the
strongest industry group over the past year. However, given that this
fund's investment objective balances both growth and income, I typically
invest a limited portion of the fund in technology stocks because they
generally have low dividend yields.
Q. WHAT STRATEGIES DID YOU PURSUE OVER THE PAST SIX MONTHS?
A. As usual, I continued to invest on a company-by-company basis, rather
than focusing on specific industries. With only moderate changes in
individual positions - reflecting the fund's typically low turnover - there
really haven't been any significant sector changes in recent months.
Several of the fund's top sector weightings did increase moderately, but
this was as much a result of market appreciation as it was purchases.
Broadly speaking, I remained focused on companies with strong business
prospects, sustainable earnings and substantial cash flow that can be used
to make synergistic acquisitions, repurchase shares or pay dividends.
Q. WHAT STOCKS WERE NOTABLE CONTRIBUTORS TO THE FUND'S PERFORMANCE?
A. Most of the top holdings - such as General Electric, American Express
and Tyco International - significantly outperformed the S&P 500.
Pharmaceutical stocks Warner-Lambert and Eli Lilly were two of the
strongest. Each of these stocks gained over 100% during the period, based
largely on highly successful new drugs that target, among other things,
high cholesterol, osteoporosis and diabetes. Drug stores, including Revco -
which was acquired by CVS - Rite-Aid and Walgreen's, were some of the most
significant contributors in the retail sector. These chains continued to
benefit from industry consolidation and increased prescription business
from health maintenance organizations (HMOs). In addition to driving
prescription sales, the HMO prescription business results in additional
store traffic for the drug stores that generates sales for other items. I'd
also highlight the fund's investments in REITs - real estate investment
trusts, publicly traded companies that manage portfolios of real estate to
earn profits for shareholders - including Equity Residential, the largest
apartment owner in the country. This company benefited from a steady
improvement in the real estate market over the past year. While REITs
aren't a large part of the fund, they offer generous dividends, so I've
purchased them, in part, as a substitute for generally unattractive - but
high-yielding - utilities stocks.
Q. WERE THERE ANY DISAPPOINTMENTS?
A. None of major consequence, but Electronic Data Systems - the computer
services outsourcer - was a letdown. While the company's project backlog
remained strong, its earnings suffered from higher-than-expected costs,
mainly from wages. The labor market for information-technology experts
tightened considerably over the past year, resulting in a significant rise
in wages.
Q. WHAT'S YOUR OUTLOOK?
A. Currently, some of the major pillars for the stock market - corporate
earnings, interest rates and inflation - appear to be trending favorably.
However, because it's so difficult to accurately predict the overall stock
market, I remain focused on picking individual stocks - those with
attractive valuations and healthy businesses.
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
FUND NUMBER: 027
TRADING SYMBOL: FGRIX
START DATE: December 30,
1985
SIZE: as of July 31, 1997,
more than $34.2 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 THE STOCK
MARKET AND INVESTOR
EXPECTATIONS:
"Given that the Standard &
Poor's 500 Index has gained
almost 90% since the
beginning of 1995, the past
few years have been an
extraordinary period - an
almost perfect investing
environment. It's especially
remarkable when one
considers that the average
annual gain for the index is
about 11%, which would have
corresponded to an index
gain of slightly more than 25%
over the same period. Steady
but moderate economic
growth, coupled with subdued
inflation and consistently
stronger-than-expected
corporate earnings, have
been the rule. While I don't
foresee any major hurdles
ahead, I believe it's unlikely that
the performance of the past
two and a half years will be
repeated. As a result, it's
important that shareholders
maintain realistic
expectations going forward."
INVESTMENT CHANGES

TOP TEN STOCKS AS OF JULY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 3.1 3.0

Philip Morris Companies, Inc. 3.0 3.2

American Express Co. 2.0 2.0

Royal Dutch Petroleum Co. 2.0 2.0

Bristol-Myers Squibb Co. 1.8 2.0

Citicorp 1.8 1.1

Procter & Gamble Co. 1.8 1.4

Federal National Mortgage Association 1.6 1.7

Tyco International Ltd. 1.6 1.2

PepsiCo, Inc. 1.5 1.1

TOP FIVE MARKET SECTORS AS OF JULY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Health 16.4 15.0

Finance 15.7 12.7

Nondurables 10.6 9.4

Technology 9.7 8.9

Industrial Machinery & Equipment 6.2 5.3

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF JULY 31, 1997 * AS OF JANUARY 31, 1997 **
Row: 1, Col: 1, Value: 4.2
Row: 1, Col: 2, Value: 1.8
Row: 1, Col: 3, Value: 94.0
Stocks 93.0%
Bonds 1.2%
Short-term
investments 5.8%
FOREIGN
INVESTMENTS 7.3%
Stocks 95.0%
Bonds 0.8%
Short-term
investments 4.2%
FOREIGN
INVESTMENTS 8.2%
Row: 1, Col: 1, Value: 5.8
Row: 1, Col: 2, Value: 2.2
Row: 1, Col: 3, Value: 92.0
*
**
INVESTMENTS JULY 31, 1997

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 94.6%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 6.1%
AEROSPACE & DEFENSE - 3.7%
AlliedSignal, Inc. 2,689,000 $ 248,060
Boeing Co. 2,275,640 133,836
British Aerospace PLC 2,738,651 59,905
Gulfstream Aerospace Corp. (a) 1,422,900 37,885
Lockheed Martin Corp. 4,254,805 453,137
McDonnell Douglas Corp. 2,020,600 154,576
Rockwell International Corp. 1,601,600 105,105
United Technologies Corp. 860,400 72,758
1,265,262
DEFENSE ELECTRONICS - 1.9%
Litton Industries, Inc. (a)(d) 3,020,000 156,851
Northrop Grumman Corp. 1,791,600 206,258
Raytheon Co. 5,147,300 287,605
650,714
SHIP BUILDING & REPAIR - 0.5%
General Dynamics Corp. 2,184,600 193,337
TOTAL AEROSPACE & DEFENSE 2,109,313
BASIC INDUSTRIES - 4.8%
CHEMICALS & PLASTICS - 3.3%
Air Products & Chemicals, Inc. 1,706,300 150,473
Cytec Industries, Inc. (a) 900,000 35,550
du Pont (E.I.) de Nemours & Co. 2,309,200 154,572
Ferro Corp. 1,214,000 44,994
Monsanto Co. 3,634,600 181,049
Praxair, Inc. 3,825,000 210,853
Raychem Corp. 1,240,800 120,358
Union Carbide Corp. 2,065,600 114,383
W.R. Grace & Co. 1,870,900 115,060
1,127,292
IRON & STEEL - 0.1%
Nucor Corp. 649,600 40,316
METALS & MINING - 0.2%
Aluminum Co. of America 757,600 67,048
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - 1.2%
Champion International Corp. 300,000 $ 18,600
Fort Howard Corp. (a) 1,200,000 66,900
International Paper Co. 125,000 7,000
James River Corp. of Virginia 500,700 20,623
Kimberly-Clark Corp. 5,722,400 290,054
Willamette Industries, Inc. 399,400 30,429
433,606
TOTAL BASIC INDUSTRIES 1,668,262
CONSTRUCTION & REAL ESTATE - 2.3%
BUILDING MATERIALS - 0.2%
American Standard Companies, Inc. (a) 893,700 44,406
Sherwin-Williams Co. 1,422,000 45,593
89,999
ENGINEERING - 0.1%
Fluor Corp. 557,300 34,274
REAL ESTATE - 0.1%
Rouse Co. (The) 1,076,900 31,970
REAL ESTATE INVESTMENT TRUSTS - 1.9%
Bay Apartment Communities, Inc. 411,900 15,832
Beacon Properties Corp. 2,192,200 80,289
Boston Properties, Inc. 1,070,600 29,843
CBL & Associates Properties, Inc. (d) 1,957,100 49,906
Cali Realty Corp. 875,900 32,025
Carr Realty Corp. 185,100 5,553
Crescent Real Estate Equities, Inc. 2,146,000 67,063
Duke Realty Investors, Inc. 424,353 18,857
Equity Office Properties Trust 1,497,600 43,430
Equity Residential Properties Trust (SBI) 2,738,085 138,102
Highwoods Properties, Inc. 480,500 16,037
Irvine Apartment Communities, Inc. 191,400 5,742
Liberty Property Trust (SBI) 888,200 23,426
Macerich Co. 647,600 18,619
Manufactured Home Communities, Inc. 526,100 12,594
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - CONTINUED
Public Storage, Inc. 2,068,600 $ 61,412
Spieker Properties, Inc. 270,500 10,059
Urban Shopping Centers, Inc. 666,400 20,617
649,406
TOTAL CONSTRUCTION & REAL ESTATE 805,649
DURABLES - 3.4%
AUTOS, TIRES, & ACCESSORIES - 0.6%
Chrysler Corp. 248,600 9,229
Eaton Corp. 626,400 56,572
General Motors Corp. 1,387,638 85,860
Volvo AB Class B 1,800,000 48,071
199,732
CONSUMER DURABLES - 1.8%
Corning, Inc. 5,171,600 319,670
Minnesota Mining & Manufacturing Co. 3,133,800 296,927
616,597
CONSUMER ELECTRONICS - 0.6%
General Motors Corp. Class H 731,500 44,210
Newell Co. 845,400 35,454
Philips Electronics NV 1,515,900 124,020
203,684
TEXTILES & APPAREL - 0.4%
Fruit of the Loom, Inc. Class A (a) 55,800 1,528
Intimate Brands, Inc. Class A 535,000 12,338
Liz Claiborne, Inc. 1,252,100 59,944
Unifi, Inc. 2,201,700 84,077
157,887
TOTAL DURABLES 1,177,900
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - 6.0%
ENERGY SERVICES - 0.5%
Schlumberger Ltd. 1,261,600 $ 96,355
Western Atlas, Inc. (a) 799,600 63,618
159,973
OIL & GAS - 5.5%
Amoco Corp. 468,200 44,011
Anadarko Petroleum Corp. 471,100 32,918
British Petroleum PLC ADR 5,699,766 469,874
Chevron Corp. 650,400 51,463
Exxon Corp. 4,700,000 301,975
Mobil Corp. 971,600 74,327
Royal Dutch Petroleum Co. 12,111,600 677,493
Tosco Corp. 1,691,600 52,968
Total SA:
Class B 276,000 27,696
sponsored ADR 1,022,477 51,571
USX-Marathon Group 936,000 30,128
Union Pacific Resources Group, Inc. 1,223,069 30,195
Unocal Corp. 1,285,777 51,431
1,896,050
TOTAL ENERGY 2,056,023
FINANCE - 15.7%
BANKS - 5.9%
Bank of New York Co., Inc. 5,038,254 244,670
BankAmerica Corp. 2,137,200 161,358
Barnett Banks, Inc. 2,453,900 139,719
Citicorp 4,566,000 619,835
Credit Suisse Group (Reg.) 397,500 53,649
Fleet Financial Group, Inc. 1,746,299 118,530
National City Corp. 3,052,925 181,649
NationsBank Corp. 4,918,500 350,136
Norwest Corp. 2,532,300 159,693
2,029,239
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - 3.0%
American Express Co. 8,182,130 $ 685,253
Associates First Capital Corp. 2,716,200 179,099
Beneficial Corp. 575,000 41,688
First Chicago NBD Corp. 543,600 41,246
Household International, Inc. 740,182 95,854
1,043,140
FEDERAL SPONSORED CREDIT - 3.2%
Federal Home Loan Mortgage Corporation 5,523,200 199,180
Federal National Mortgage Association 11,768,000 556,773
Student Loan Marketing Association 2,151,300 322,561
1,078,514
INSURANCE - 3.0%
AFLAC, Inc. 297,800 16,602
Allmerica Financial Corp. 1,150,700 50,918
Allstate Corp. 3,907,410 308,685
CIGNA Corp. 299,000 59,651
General Re Corp. 545,400 113,920
Hartford Financial Services Group, Inc. 2,249,100 195,953
Hartford Life, Inc. Class A 522,000 21,467
MBIA, Inc. 1,230,700 145,223
Providian Financial Corp. 319,000 12,501
Travelers Group, Inc. (The) 1,152,665 82,920
UNUM Corp. 682,600 30,376
1,038,216
SAVINGS & LOANS - 0.3%
Washington Mutual, Inc. 1,305,000 90,208
SECURITIES INDUSTRY - 0.3%
Lehman Brothers Holdings, Inc. 2,137,420 106,470
TOTAL FINANCE 5,385,787
HEALTH - 16.3%
DRUGS & PHARMACEUTICALS - 10.4%
Allergan, Inc. 3,030,000 96,773
American Home Products Corp. 3,965,000 326,865
Astra AB Class A Free shares 2,600,000 46,507
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Bristol-Myers Squibb Co. 7,961,400 $ 624,472
Forest Laboratories, Inc. (a) 1,365,800 62,144
Genentech, Inc. special (a) 2,272,300 131,225
Lilly (Eli) & Co. 4,348,366 491,365
Merck & Co., Inc. 3,325,000 345,592
Novartis AG (Reg.) 54,008 86,720
Pfizer, Inc. 5,698,700 339,785
Rhone Poulenc SA Class A 1,225,000 51,582
Schering-Plough Corp. 2,660,600 145,169
SmithKline Beecham PLC ADR 3,455,100 336,008
Warner-Lambert Co. 3,553,160 496,332
3,580,539
MEDICAL EQUIPMENT & SUPPLIES - 3.7%
Abbott Laboratories 800,000 52,350
Allegiance Corp. 2,570,520 80,329
Bard (C.R.), Inc. 1,807,600 68,011
Bausch & Lomb, Inc. (d) 4,228,000 179,954
Baxter International, Inc. 4,493,600 259,786
Beckman Instruments, Inc. 306,500 14,884
Becton, Dickinson & Co. 2,604,500 139,666
Guidant Corp. 136,625 12,467
Johnson & Johnson 2,830,600 176,382
Medtronic, Inc. 721,200 62,925
St. Jude Medical, Inc. (a) 2,161,050 88,198
Stryker Corp. 3,681,400 143,575
1,278,527
MEDICAL FACILITIES MANAGEMENT - 2.2%
Columbia/HCA Healthcare Corp. 4,600,000 148,350
Coram Healthcare Corp. (a)(d) 3,954,000 17,052
Covance, Inc. (a) 1,461,375 29,867
Health Management Associates, Inc. Class A (a) 4,060,800 129,692
Quest Diagnostics, Inc. (a) 401,437 6,974
Tenet Healthcare Corp. (a) 9,486,100 283,990
United HealthCare Corp. 2,210,300 125,987
741,912
TOTAL HEALTH 5,600,978
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HOLDING COMPANIES - 0.2%
Norfolk Southern Corp. 243,100 $ 26,923
U.S. Industries, Inc. (a) 782,160 31,531
58,454
INDUSTRIAL MACHINERY & EQUIPMENT - 6.1%
ELECTRICAL EQUIPMENT - 4.0%
American Superconductor Corp. (a) 252,250 2,585
Emerson Electric Co. 2,170,100 128,036
General Electric Co. 15,406,400 1,081,337
Oak Industries, Inc. (a)(d) 1,426,700 43,336
Sensormatic Electronics Corp. 372,100 4,977
Westinghouse Electric Corp. 5,106,635 122,878
1,383,149
INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%
Stanley Works 1,202,300 54,479
Tyco International Ltd. 6,709,864 543,499
597,978
POLLUTION CONTROL - 0.4%
Waste Management, Inc. 3,672,700 117,527
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 2,098,654
MEDIA & LEISURE - 3.6%
BROADCASTING - 0.6%
HSN, Inc. (a) 817,625 28,616
Jacor Communications, Inc. Class A (a) 1,708,400 73,248
Time Warner, Inc. 1,891,200 103,189
205,053
ENTERTAINMENT - 0.4%
Disney (Walt) Co. 1,241,800 100,353
Viacom, Inc. Class B (non-vtg.) 1,295,500 39,999
140,352
LODGING & GAMING - 1.4%
HFS, Inc. (a) 221,700 12,914
Harrah's Entertainment, Inc. (a) 529,400 10,853
ITT Corp. (a)(d) 6,043,400 386,400
Mirage Resorts, Inc. (a) 2,374,400 63,515
473,682
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - 1.2%
ACNielsen Corp. (a) 841,332 $ 18,088
Cognizant Corp. 6,446,300 274,774
Times Mirror Co. Class A 1,947,900 106,404
399,266
RESTAURANTS - 0.0%
Starbucks Corp. (a) 462,500 18,933
TOTAL MEDIA & LEISURE 1,237,286
NONDURABLES - 10.4%
BEVERAGES - 1.8%
PepsiCo, Inc. 13,762,100 527,260
Whitman Corp. 3,600,200 90,905
618,165
FOODS - 2.0%
CPC International, Inc. 933,300 89,537
Campbell Soup Co. 2,025,900 105,094
Hershey Foods Corp. 2,446,600 135,175
Kellogg Co. 150,000 13,781
Nestle SA (Reg.) 20,000 25,392
Ralston Purina Co. 1,572,407 141,910
Sara Lee Corp. 1,250,000 54,766
Sysco Corp. 2,692,900 100,479
666,134
HOUSEHOLD PRODUCTS - 3.4%
Avon Products, Inc. 970,600 70,429
Gillette Co. 118,120 11,694
Procter & Gamble Co. 4,011,200 610,204
Rubbermaid, Inc. 2,223,500 57,950
Unilever NV ADR 1,969,800 429,416
1,179,693
TOBACCO - 3.2%
Philip Morris Companies, Inc. 23,101,300 1,042,447
RJR Nabisco Holdings Corp. 1,872,746 61,449
1,103,896
TOTAL NONDURABLES 3,567,888
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - 5.2%
APPAREL STORES - 0.0%
TJX Companies, Inc. 465,000 $ 13,892
DRUG STORES - 1.2%
CVS Corp. 3,965,734 225,552
Rite Aid Corp. 1,805,440 93,770
Walgreen Co. 1,863,300 105,276
424,598
GENERAL MERCHANDISE STORES - 2.0%
Carson Pirie Scott & Co. (a)(d) 1,644,874 54,589
Costco Companies, Inc. (a) 1,284,200 48,639
Federated Department Stores, Inc. (a) 1,728,430 75,727
May Department Stores Co. (The) 805,200 44,991
Wal-Mart Stores, Inc. 11,908,100 447,298
671,244
GROCERY STORES - 0.9%
American Stores Co. 1,362,800 34,411
Kroger Co. (The) (a) 3,897,852 115,230
Quality Food Centers, Inc. (a)(d) 1,207,800 50,652
Safeway, Inc. (a) 2,158,900 115,771
316,064
RETAIL & WHOLESALE, MISCELLANEOUS - 1.1%
Home Depot, Inc. 7,646,500 381,368
TOTAL RETAIL & WHOLESALE 1,807,166
SERVICES - 1.2%
ADVERTISING - 0.1%
Omnicom Group, Inc. 790,700 55,201
PRINTING - 0.3%
Donnelley (R.R.) & Sons Co. 2,538,500 102,016
SERVICES - 0.8%
Block (H&R), Inc. 3,981,900 152,557
Jostens, Inc. (d) 2,878,700 74,306
Service Corp. International 1,131,900 38,485
265,348
TOTAL SERVICES 422,565
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - 9.6%
COMMUNICATIONS EQUIPMENT - 0.9%
Alcatel Alsthom Compagnie Generale d'Electricite SA 1,388,576 $ 181,235
Cisco Systems, Inc. (a) 1,009,000 80,279
Lucent Technologies, Inc. 479,976 40,768
302,282
COMPUTER SERVICES & SOFTWARE - 3.1%
Automatic Data Processing, Inc. 2,605,200 128,958
CUC International, Inc. (a) 648,800 15,977
Ceridian Corp. (a) 2,833,400 123,961
DST Systems, Inc. (a) 1,467,300 51,080
Electronic Data Systems Corp. 4,735,200 204,797
First Data Corp. 2,550,000 111,244
Information Resources, Inc. (a) 1,317,778 19,849
Microsoft Corp. (a) 2,450,000 346,675
Oracle Systems Corp. (a) 1,499,800 81,645
1,084,186
COMPUTERS & OFFICE EQUIPMENT - 2.8%
Adaptec, Inc. (a) 315,000 13,269
Compaq Computer Corp. (a) 875,000 49,984
Hewlett-Packard Co. 1,399,200 98,032
International Business Machines Corp. 3,138,200 331,865
Pitney Bowes, Inc. 4,351,000 326,869
Xerox Corp. 1,543,900 126,986
947,005
ELECTRONIC INSTRUMENTS - 0.2%
Perkin-Elmer Corp. 653,300 53,325
ELECTRONICS - 2.6%
AMP, Inc. 2,465,000 128,796
Avnet, Inc. 994,200 65,431
Intel Corp. 4,433,600 407,060
Motorola, Inc. 164,200 13,187
Texas Instruments, Inc. 2,060,000 236,900
Thomas & Betts Corp. 968,698 55,337
906,711
TOTAL TECHNOLOGY 3,293,509
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - 0.7%
AIR TRANSPORTATION - 0.4%
AMR Corp. (a) 593,400 $ 63,827
Southwest Airlines Co. 916,200 26,742
Viad Corp. 3,085,300 58,428
148,997
RAILROADS - 0.3%
CSX Corp. 1,614,600 99,702
TOTAL TRANSPORTATION 248,699
UTILITIES - 3.0%
ELECTRIC UTILITY - 0.5%
AES Corp. (a) 500,000 39,500
Allegheny Power System, Inc. 257,800 7,557
American Electric Power Co., Inc. 985,300 44,092
Duke Power Co. 465,500 23,595
Entergy Corp. 2,395,700 65,433
180,177
TELEPHONE SERVICES - 2.5%
Ameritech Corp. 2,315,100 156,125
Bell Atlantic Corp. 706,300 51,251
Cincinnati Bell, Inc. 628,600 18,858
GTE Corp. 1,186,600 55,177
MCI Communications Corp. 1,856,600 65,561
NYNEX Corp. 1,577,400 87,447
SBC Communications, Inc. 4,628,646 273,958
WorldCom, Inc. (a) 3,881,400 135,606
843,983
TOTAL UTILITIES 1,024,160
TOTAL COMMON STOCKS
(Cost $21,206,376) 32,562,293
CONVERTIBLE PREFERRED STOCKS - 0.4%
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
ELECTRICAL EQUIPMENT - 0.1%
Loral Space & Communications Ltd., Series C, $3.00 (e) 727,000 $ 36,895
NONDURABLES - 0.2%
FOODS - 0.2%
Ralston Purina Co. $4.33 1,129,200 70,293
RETAIL & WHOLESALE - 0.1%
APPAREL STORES - 0.1%
TJX Companies, Inc., Series E, $7.00 72,000 21,960
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $118,766) 129,148
CORPORATE BONDS - 0.3%
MOODY'S RATINGS (C) PRINCIPAL
(UNAUDITED) AMOUNT (000S)
CONVERTIBLE BONDS - 0.1%
CONSTRUCTION & REAL ESTATE - 0.0%
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Liberty Property 8%, 7/1/01 Ba2 $ 1,591 2,094
MEDIA & LEISURE - 0.0%
BROADCASTING - 0.0%
Home Shopping Network, Inc.
5 7/8%, 3/1/06 (e) B- 4,321 6,125
TECHNOLOGY - 0.1%
ELECTRONICS - 0.1%
National Semiconductor Corp.
6 1/2%, 10/1/02 (e) Ba2 31,640 33,459
TOTAL CONVERTIBLE BONDS 41,678
CORPORATE BONDS - CONTINUED
MOODY'S RATINGS (C) PRINCIPAL VALUE (NOTE 1)
(UNAUDITED) AMOUNT (000S) (000S)
NONCONVERTIBLE BONDS - 0.2%
DURABLES - 0.1%
TEXTILES & APPAREL - 0.1%
Westpoint Stevens, Inc. 8 3/4%, 12/15/01 Ba3 $ 16,910 $ 17,544
FINANCE - 0.0%
ASSET-BACKED SECURITIES - 0.0%
Airplanes Pass Through Trust Class D
10 7/8%, 3/15/19 Ba2 14,530 17,036
HEALTH - 0.1%
MEDICAL FACILITIES MANAGEMENT - 0.1%
Tenet Healthcare Corp. 10 1/8%, 3/1/05 Ba3 23,000 25,358
TOTAL NONCONVERTIBLE BONDS 59,938
TOTAL CORPORATE BONDS
(Cost $89,871) 101,616
U.S. TREASURY OBLIGATIONS - 0.5%
8 1/8%, 8/15/19 Aaa 10,000 12,050
6%, 2/15/26 Aaa 172,500 164,684
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $166,452) 176,734
CASH EQUIVALENTS - 4.2%
SHARES
Taxable Central Cash Fund (b)
(Cost $1,439,837) 1,439,836,620 1,439,837
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $23,021,302) $ 34,409,628
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.66%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
3. Standard & Poor's credit ratings are used in the absence of a rating by
Moody's Investors Service, Inc.
4. Affiliated company (see Note 7 of Notes to Financial Statements).
5. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $76,479,000 or 0.2% of net
assets.
INCOME TAX INFORMATION
At July 31, 1997, the aggregate cost of investment securities for income
tax purposes was $23,033,535,000. Net unrealized appreciation aggregated
$11,376,093,000, of which $11,432,641,000 related to appreciated investment
securities and $56,548,000 related to depreciated investment securities.
The fund hereby designates approximately $60,485,000 as a capital gain
dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) JULY 31, 1997

ASSETS

Investment in securities, at value (cost $23,021,302) - $ 34,409,628
See accompanying schedule

Cash 309

Receivable for investments sold 160,168

Receivable for fund shares sold 76,834

Dividends receivable 36,885

Interest receivable 15,239

Other receivables 782

TOTAL ASSETS 34,699,845

LIABILITIES

Payable for investments purchased $ 356,398

Payable for fund shares redeemed 38,459

Accrued management fee 13,673

Other payables and accrued expenses 7,629

TOTAL LIABILITIES 416,159

NET ASSETS $ 34,283,686

Net Assets consist of:

Paid in capital $ 21,842,715

Undistributed net investment income 32,461

Accumulated undistributed net realized gain (loss) on 1,020,360
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 11,388,150
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 890,550 shares outstanding $ 34,283,686

NET ASSET VALUE, offering price and redemption price $38.50
per share ($34,283,686 (divided by) 890,550 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED JULY 31, 1997

INVESTMENT INCOME $ 437,144
Dividends (including $10,442 received from
affiliated issuers)

Interest (including income on securities loaned of 108,602
$4,650)

TOTAL INCOME 545,746

EXPENSES

Management fee $ 127,601

Transfer agent fees 53,844

Accounting and security lending fees 873

Non-interested trustees' compensation 122

Custodian fees and expenses 496

Registration fees 2,529

Audit 177

Legal 105

Miscellaneous 98

Total expenses before reductions 185,845

Expense reductions (4,138) 181,707

NET INVESTMENT INCOME 364,039

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

Investment securities (including realized gain of $9,462 1,121,101

on sales of investments in affiliated issuers)

Foreign currency transactions (183) 1,120,918

Change in net unrealized appreciation (depreciation) on:

Investment securities 8,174,359

Assets and liabilities in foreign currencies (204) 8,174,155

NET GAIN (LOSS) 9,295,073

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 9,659,112
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
JULY 31, JULY 31,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

Operations $ 364,039 $ 288,201
Net investment income

Net realized gain (loss) 1,120,918 936,554

Change in net unrealized appreciation (depreciation) 8,174,155 1,118,264

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 9,659,112 2,343,019
FROM OPERATIONS

Distributions to shareholders (377,487) (271,415)
From net investment income

From net realized gain (790,992) (453,173)

TOTAL DISTRIBUTIONS (1,168,479) (724,588)

Share transactions 11,063,971 8,197,294
Net proceeds from sales of shares

Reinvestment of distributions 1,144,961 707,541

Cost of shares redeemed (5,621,525) (3,423,684)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 6,587,407 5,481,151
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 15,078,040 7,099,582

NET ASSETS

Beginning of period 19,205,646 12,106,064

End of period (including undistributed net investment $ 34,283,686 $ 19,205,646
income of $32,461 and $46,747, respectively)

OTHER INFORMATION
Shares

Sold 345,996 295,617

Issued in reinvestment of distributions 39,330 27,008

Redeemed (175,754) (123,924)

Net increase (decrease) 209,572 198,701

</TABLE>

FINANCIAL HIGHLIGHTS

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

1997 1996 1995 1994 D 1993

SELECTED PER-SHARE DATA

Net asset value, beginning $ 28.20 $ 25.10 $ 22.17 $ 21.90 $ 21.34
of period

Income from Investment
Operations

Net investment income .46 C .49 .43 .45 .53

Net realized and unrealized 11.44 3.99 4.14 1.07 3.02
gain (loss)

Total from investment 11.90 4.48 4.57 1.52 3.55
operations

Less Distributions

From net investment income (.48) (.48) (.40) (.48) (.59)

From net realized gain (1.12) (.90) (1.24) (.77) (2.40)

Total distributions (1.60) (1.38) (1.64) (1.25) (2.99)

Net asset value, end of period $ 38.50 $ 28.20 $ 25.10 $ 22.17 $ 21.90

TOTAL RETURN A, B 44.16% 18.39% 21.95% 7.08% 19.10%

RATIOS AND SUPPLEMENTAL
DATA

Net assets, end of period $ 34,284 $ 19,206 $ 12,106 $ 8,757 $ 6,646
(in millions)

Ratio of expenses to average .73% .75% .78% .83% .83%
net assets

Ratio of expenses to average .71% .74% .77% .82% .83%
net assets after expense E E E E
reductions

Ratio of net investment income 1.43% 1.82% 2.21% 2.09% 2.67%
to average net assets

Portfolio turnover rate 38% 41% 67% 92% 87%

Average commission rate F $ .0433

</TABLE>

I 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).
J TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE.
K NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
L 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.
M 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).
N FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1997

12. 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 with remaining maturities
of sixty days or less for which quotations are not readily available 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. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, 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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
the fund is informed of the ex-dividend date. Non-cash dividends included
in dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of such
taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, foreign currency transactions, non-taxable dividends and losses
deferred due to wash sales. The fund also utilized earnings and profits
distributed to shareholders on redemption of shares as a part of the
dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
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.
13. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities.
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 foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements for U.S.
Treasury or Federal Agency obligations.
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). 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.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Income
distributions from the Cash Fund are declared daily and paid monthly from
net interest income. Income distributions received by the fund are recorded
as interest income in the accompanying financial statements.
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, the
fund had no investments in restricted securities.
14. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $15,164,842,000 and $9,050,319,000, respectively, of which U.S.
government and government agency obligations aggregated $156,192,000 and
$0, respectively.
15. 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. The annual individual
fund fee rate is .20%. 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.
For the period, the management fee was equivalent to an annual rate of .50%
of average net assets.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES -
CONTINUED
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (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 annual rate of .21%
of average net assets.
ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's accounting
records and administers the security lending program. The security lending
fee is based on the number and duration of lending transactions. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $4,243,000 for the period.
16. SECURITY LENDING.
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 100% of the market value of the loaned
securities during the period of the loan. At period end, there were no
loans outstanding.
17. 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
$2,561,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by $5,000
and $1,572,000, respectively, under these arrangements.
18. 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 VALUE
AFFILIATE COST COST INCOME
Bausch & Lomb, Inc. $ 42,337 $ - $ 3,728 $ 179,954
CBL & Associates Properties, Inc. 5,148 - 3,945 49,906
Carlisle Plastics, Inc. Class A - - - -
Carson Pirie Scott & Co. - - - 54,589
Coram Healthcare Corp. 10,345 1,639 - 17,052
Ferro Corp. - 7,361 236 -
Fruit of the Loom, Inc. Class A 19,813 43,897 - -
Genentech, Inc. special 1,453 - - -
ITT Corp. 7,917 - - 386,400
Jostens, Inc. - - 2,533 74,306
Litton Industries, Inc. 27,541 - - 156,851
Oak Industries, Inc. 12,219 3,641 - 43,336
Quality Foods Centers, Inc. 5,338 - - 50,652
Valassis Communications, Inc. - 4,914 - -
TOTALS $ 132,111 $ 61,452 $ 10,442 $ 1,013,046
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity Growth & Income Portfolio:
We have audited the accompanying statement of assets and liabilities of
Fidelity Securities Fund: Fidelity Growth & Income Portfolio, including the
schedule of portfolio investments, as of July 31, 1997, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 1997 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Securities Fund: Fidelity Growth & Income Portfolio as of July
31, 1997, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting
principles.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 8, 1997
DISTRIBUTIONS

The Board of Trustees of Fidelity Growth & Income Portfolio voted to pay on
September 8, 1997, to shareholders of record at the opening of business on
September 5, 1997, a distribution of $1.08 per share derived from capital
gains realized from sales of portfolio securities and a dividend of $.10
per share from net investment income.
A total of 2.79% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 56.01% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1998 of these percentage for
use in preparing 1997 income tax returns.
MANAGING YOUR INVESTMENTS

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
815 East Birch Street
Brea, CA
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
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
950 Northgate Drive
San Rafael, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
29 South Main Street
West Hartford, 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
1907 West State Road 434
Longwood, FL
4001 Tamiami Trail, North
Naples, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, 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 Street
Chicago, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
3232 Lake Avenue
Wilmette, IL
INDIANA
4729 East 82nd Street
Indianapolis, IN
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
155 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
150 Essex Street
Millburn, NJ
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
NEW YORK
1055 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
6150 Poplar Road
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
4017 Northwest Parkway
Dallas, TX
1155 Dairy Ashford Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
19740 IH 45 North
Spring, 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
1900 K Street, N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, WI

TO WRITE 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
Robert C. Pozen, Senior Vice President
William J. Hayes, Vice President
Richard A. Spillane Jr., Vice President
Steven Kaye, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
* INDEPENDENT TRUSTEES
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
CUSTODIAN
The Chase Manhattan Bank
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
Puritan Fund
Real Estate Investment Portfolio
Spartan Market Index Fund
Utilities Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
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)
TouchTone Xpress 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE

FIDELITY

(registered trademark)
OTC
PORTFOLIO
ANNUAL REPORT
JULY 31, 1997
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 6 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 9 A summary of major shifts in the
fund's investments over the past six
months.

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

FINANCIAL STATEMENTS 22 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 26 Notes to the financial statements.

REPORT OF INDEPENDENT 31 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 32

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. Total return
reflects the change in the value of an investment, assuming reinvestment of
the fund's dividend income and capital gains (the profits earned upon the
sale of securities that have grown in value).
CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
<S> <C> <<c> <C>
PERIODS ENDED JULY 31, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity OTC 41.43% 144.94% 325.84%

Fidelity OTC (incl. 3% sales 37.19% 137.59% 313.06%
charge)

NASDAQ(registered trademark) Composite Index 48.24% 187.60% 314.36%

Mid-Cap Funds Average 35.01% 136.12% 272.95%
</TABLE>
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years or 10 years. For
example, if you had 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 - an
unmanaged index of the National Market System which includes over 5,000
stocks traded only over-the-counter and not on an exchange. 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 mutual funds
with similar objectives tracked by Lipper Analytical Services, Inc. The
past one year average represents a peer group of 198 mutual funds. Unlike
most other funds in this category, this fund invests in large companies as
well as small ones. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Fidelity OTC 41.43% 19.62% 15.59%

Fidelity OTC (incl. 3% sales charge) 37.19% 18.90% 15.24%

NASDAQ Composite Index 48.24% 23.53% 15.28%

Mid-Cap Funds Average 35.01% 18.55% 13.78%

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and show you
what would have happened if the fund had performed at a constant rate each
year. (Note: Lipper calculates average annual total returns by annualizing
each fund's total return, then taking the arithmetic average. This may
produce a slightly different figure than that obtained by averaging the
cumulative total returns and annualizing the result.)
$10,000 OVER 10 YEARS
IMAHDR PRASUN SHR__CHT 19970731 19970812 100936 S00000000000001
OTC Portfolio FI NASDAQ w/Wilshire Divs
00093 F0091
1987/07/31 9700.00 10000.00
1987/08/31 10154.06 10471.83
1987/09/30 10091.74 10237.10
1987/10/31 7051.31 7460.36
1987/11/30 6623.96 7053.03
1987/12/31 7448.82 7649.09
1988/01/31 7713.39 7988.90
1988/02/29 8227.28 8517.11
1988/03/31 8415.54 8706.98
1988/04/30 8669.93 8825.19
1988/05/31 8593.62 8630.37
1988/06/30 9163.47 9208.69
1988/07/31 9132.94 9049.26
1988/08/31 8914.16 8808.55
1988/09/30 9255.05 9081.25
1988/10/31 9249.97 8970.00
1988/11/30 8949.77 8723.54
1988/12/31 9151.20 8968.61
1989/01/31 9741.26 9449.33
1989/02/28 9715.38 9424.44
1989/03/31 10139.82 9602.34
1989/04/30 10636.72 10106.41
1989/05/31 11112.91 10559.38
1989/06/30 11087.03 10314.85
1989/07/31 11573.58 10767.23
1989/08/31 12091.18 11148.92
1989/09/30 12160.22 11247.50
1989/10/31 11750.20 10849.92
1989/11/30 11858.10 10874.36
1989/12/31 11932.47 10857.73
1990/01/31 11085.23 9940.44
1990/02/28 11393.32 10194.15
1990/03/31 11825.83 10440.85
1990/04/30 11482.19 10084.43
1990/05/31 12234.64 11032.52
1990/06/30 12258.33 11126.59
1990/07/31 12098.37 10561.98
1990/08/31 11055.61 9201.67
1990/09/30 10447.17 8329.73
1990/10/31 10226.84 7989.06
1990/11/30 10936.78 8710.78
1990/12/31 11365.54 9083.25
1991/01/31 12260.56 10077.72
1991/02/28 13210.75 11036.83
1991/03/31 13952.52 11763.20
1991/04/30 13928.00 11836.12
1991/05/31 14608.46 12372.23
1991/06/30 13903.48 11648.08
1991/07/31 14884.32 12301.29
1991/08/31 15669.00 12894.59
1991/09/30 15531.30 12938.02
1991/10/31 16206.57 13347.49
1991/11/30 15440.40 12892.41
1991/12/31 16952.78 14443.04
1992/01/31 17684.80 15291.73
1992/02/29 17719.00 15633.24
1992/03/31 17151.17 14914.81
1992/04/30 16644.92 14309.67
1992/05/31 16884.36 14488.33
1992/06/30 16514.93 13965.70
1992/07/31 16863.84 14407.41
1992/08/31 16446.52 13982.90
1992/09/30 16954.14 14497.85
1992/10/31 17585.92 15057.24
1992/11/30 18827.19 16255.87
1992/12/31 19485.48 16874.37
1993/01/31 19614.62 17373.04
1993/02/28 18847.36 16750.43
1993/03/31 19500.67 17249.40
1993/04/30 18930.92 16547.52
1993/05/31 19439.90 17542.04
1993/06/30 19462.69 17643.84
1993/07/31 19675.40 17679.12
1993/08/31 20040.04 18652.73
1993/09/30 20590.80 19170.50
1993/10/31 20862.38 19601.99
1993/11/30 20310.99 18994.26
1993/12/31 21109.30 19575.62
1994/01/31 21677.69 20189.76
1994/02/28 21450.34 20006.56
1994/03/31 20593.37 18786.38
1994/04/30 20024.98 18561.07
1994/05/31 19920.04 18613.03
1994/06/30 19185.50 17890.73
1994/07/31 19605.24 18319.12
1994/08/31 20584.63 19439.87
1994/09/30 20637.09 19424.86
1994/10/31 21109.30 19779.44
1994/11/30 20418.48 19107.32
1994/12/31 20540.32 19168.88
1995/01/31 20496.19 19271.52
1995/02/28 21573.07 20275.00
1995/03/31 22296.88 20895.30
1995/04/30 23232.54 21600.47
1995/05/31 23894.56 22148.35
1995/06/30 25748.22 23933.35
1995/07/31 27443.00 25692.08
1995/08/31 27796.08 26198.89
1995/09/30 28197.22 26822.52
1995/10/31 28044.31 26652.00
1995/11/30 28548.00 27266.56
1995/12/31 28391.94 27104.20
1996/01/31 28326.42 27320.64
1996/02/29 29337.41 28377.42
1996/03/31 29393.57 28430.95
1996/04/30 31237.69 30749.89
1996/05/31 32379.73 32134.97
1996/06/30 31247.05 30639.21
1996/07/31 29206.35 27952.63
1996/08/31 30928.78 29541.53
1996/09/30 33098.24 31765.93
1996/10/31 32964.98 31640.62
1996/11/30 35312.30 33497.10
1996/12/31 35130.77 33471.21
1997/01/31 36537.72 35788.56
1997/02/28 34754.87 33965.38
1997/03/31 32112.81 31713.48
1997/04/30 33412.36 32741.00
1997/05/31 36408.84 36378.52
1997/06/30 37386.19 37477.49
1997/07/31 41306.31 41435.86
IMATRL PRASUN SHR__CHT 19970731 19970812 100941 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was invested
in Fidelity OTC Portfolio on July 31, 1987 and the current maximum 3% sales
charge was paid. As the chart shows, by July 31, 1997, the value of the
investment would have grown to $41,306 - a 313.06% increase on the initial
investment. For comparison, look at how the NASDAQ Composite Index did over
the same period. With dividends and capital gains, if any, reinvested, the
same $10,000 investment would have grown to $41,436 - a 314.36% 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
long-term growth and
short-term volatility. In turn,
the share price and return of
a fund that invests in stocks
will vary. That means if you
sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
Moderate economic growth and
subdued inflation helped create
an almost perfect investing
environment for the U.S. stock
market, which posted
exceptionally strong returns for the
12 months that ended July 31,
1997. The Standard & Poor's 500
Index returned 52.14% during the
period - well above its long-term
annual average of about 11%.
The stock market spent much of
the period breaking price and
trading volume records. Solid
corporate earnings, large inflows
into mutual funds, widespread
optimism and a generally
favorable interest-rate backdrop
propelled share prices higher,
especially among
large-capitalization stocks.
Concerns in March and April over
higher interest rates and the
possibility of weaker corporate
earnings provided the only
significant pause in the stock
market's upward climb. Higher
interest rates tend to slow
economic growth and increase
borrowing costs. When the
Federal Reserve Board raised a
key short-term interest rate in
March, the stock market - already
at historically high valuations -
sold off sharply through mid-April,
when positive news on the
inflation front emerged. From that
point through the end of the
12-month period, the market
soared ever higher, with the Dow
Jones Industrial Average
breaking through the 8000 mark
for the first time in July on its way
to finishing above 8200 at the end
of the period. The market
broadened to include many
small- and mid-capitalization
stocks during this latest rally.
An interview with Bob Bertelson, Portfolio Manager of Fidelity
OTC Portfolio
Q. HOW DID THE FUND PERFORM, BOB?
A. For the 12 months that ended July 31, 1997, the fund had a total return
of 41.43%, compared to 48.24% for the NASDAQ Composite Index. According to
Lipper Analytical Services, the mid-cap funds average returned 35.01% for
the same period.
Q. WHAT FACTORS HELPED THE FUND OUTPERFORM ITS PEER GROUP?
A. The fund outperformed its peer group partly because its focus on the
over-the-counter (OTC) market gives it a bigger technology weighting than
many other mid-cap funds, and the technology sector has done extremely well
over the past year. The fund also had significant exposures to individual
stocks that did well, including Applied Materials, Microsoft and Intel.
Q. WHY DID THE FUND TRAIL THE NASDAQ COMPOSITE INDEX DURING THE PERIOD?
A. Performance of the NASDAQ Composite Index, like that of the Standard &
Poor's 500 Index, was driven by a narrow group of the larger-cap stocks in
the index. Since we're trying to offer diversification while identifying
and investing in companies that could become tomorrow's blue chips, the
fund held quite a few small- and mid-cap companies that didn't perform as
well as some of the largest components in the index. By "tomorrow's blue
chips," I mean companies that are early in their life cycles and aren't
among the well-known S&P 500 stocks, but have the potential to join the
ranks of the big companies.
Q. WHAT INDIVIDUAL HOLDINGS HELPED THE FUND'S PERFORMANCE?
A. Intel and Microsoft, which were large components of the index and large
holdings in the fund, both performed extremely well during the period. I
liked these companies because of their unassailable competitive positions
and their resulting attractive financial characteristics. Another of the
fund's strong-performing positions during the period was WorldCom. The
company is one of the few winners of deregulation in the telecommunications
industry, since it hasn't been held back by any of the historic baggage
that's slowing other competitors down. WorldCom has been able to grow
earnings both here and abroad at a very rapid rate. Finally, as a group,
financial stocks have performed well. In the NASDAQ environment, exposure
to financial stocks is concentrated on smaller banks and savings and loans
(S&Ls). There's a tremendous consolidation going on among these companies
and I'm using a two-fold strategy of owning both the consolidators and the
consolidatees. The smaller companies are being acquired at premiums to
their current share prices. The larger companies, which are acquiring their
smaller brethren, are able to buy assets and earnings potential at
attractive prices, eliminate redundant costs and thereby create value for
shareholders. Washington Mutual and Charter One are two of the leading
consolidators in the S&L industry, and the fund benefited from those
holdings during the period.
Q. WERE THERE ANY DISAPPOINTMENTS DURING THE PERIOD?
A. I'm disappointed at how concentrated the performance of the market has
been. Given that we're trying to find the up-and-coming companies in the
small- and mid-cap arena, it's been frustrating that there hasn't been
broader participation by those kinds of companies. In addition, I invested
a small part of the fund's assets in several biotechnology stocks, hopeful
that faster drug approval activity would boost the companies' earnings.
That strategy didn't pan out and most of the fund's biotech holdings
underperformed during the period.
Q. WHAT'S YOUR OUTLOOK FOR THE MARKET OVER THE NEXT SIX MONTHS?
A. The market has more than doubled in a two-and-a-half-year period, which
suggests that gains going forward will be much more muted than they have
been lately. It's been about seven years since we've had a correction as
severe as the one in late 1990, so odds are increasing that we're due for
one. However, it's hard to see what will drive the correction, except for a
rise in interest rates. If the inflation outlook stays benign and the
economy continues to expand at a moderate pace, it could remain a decent
environment for stocks. I think the market will continue to respond to
companies that can grow earnings, with particular premiums placed on the
most rapidly growing companies.
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 JULY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Intel Corp. 7.0 6.5

WorldCom, Inc. 6.2 3.0

Microsoft Corp. 5.1 2.4

Oracle Systems Corp. 2.5 2.6

MCI Communications Corp. 1.8 2.5

FIRSTPLUS Financial Group, Inc. 1.6 0.0

Charter One Financial Corp. 1.5 0.9

Washington Mutual, Inc. 1.5 1.1

Applied Materials, Inc. 1.3 0.3

Parametric Technology Corp. 1.3 1.3

TOP FIVE MARKET SECTORS AS OF JULY 31, 1997
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Technology 46.3 40.7

Finance 14.2 7.9

Utilities 9.7 6.6

Retail & Wholesale 6.8 9.4

Health 5.5 12.0

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF JULY 31, 1997 * AS OF JANUARY 31, 1997 **
Row: 1, Col: 1, Value: 3.1
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 45.4
Row: 1, Col: 4, Value: 50.0
Stocks 94.7%
Bonds 0.0%
Short-term
investments 5.3%
FOREIGN
INVESTMENTS 3.2%
Stocks 96.8%
Bonds 0.2%
Short-term
investments 3.0%
FOREIGN
INVESTMENTS 5.7%
Row: 1, Col: 1, Value: 5.3
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 44.7
Row: 1, Col: 4, Value: 50.0
*
**
INVESTMENTS JULY 31, 1997

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 96.3%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.5%
AEROSPACE & DEFENSE - 0.3%
BE Aerospace, Inc. (a) 337,500 $ 12,108
DEFENSE ELECTRONICS - 0.1%
Datum, Inc. (a) 100,000 3,300
Remec, Inc. (a) 52,800 1,594
4,894
SHIP BUILDING & REPAIR - 0.1%
Avondale Industries, Inc. (a) 127,000 2,913
TOTAL AEROSPACE & DEFENSE 19,915
BASIC INDUSTRIES - 0.1%
PACKAGING & CONTAINERS - 0.1%
Silgan Holdings, Inc. 152,700 5,621
DURABLES - 0.5%
AUTOS, TIRES, & ACCESSORIES - 0.4%
Omni Quip International, Inc. 300,000 7,500
Ugly Duckling Corp. (a) 500,800 8,326
15,826
CONSUMER DURABLES - 0.0%
Stratasys, Inc. (a) 27,500 423
HOME FURNISHINGS - 0.1%
Miller (Herman), Inc. 50,000 2,481
TEXTILES & APPAREL - 0.0%
Quaker Fabric Corp. (a) 100,000 2,100
TOTAL DURABLES 20,830
ENERGY - 1.5%
ENERGY SERVICES - 0.3%
Falcon Drilling, Inc. (a) 200,000 5,775
Noble Drilling Corp. (a) 200,000 5,613
11,388
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
ENERGY - CONTINUED
OIL & GAS - 1.2%
Abacan Resource Corp. (a) 3,365,000 $ 12,829
Chesapeake Energy Corp. 642,700 5,061
Forcenergy Gas Exploration, Inc. (a) 283,000 8,278
Rutherford-Moran Oil Corp. (a) 200,000 4,650
Swift Energy Co. (a) 199,900 4,835
Tosco Corp. 300,000 9,394
Vastar Resources, Inc. 58,400 2,102
47,149
TOTAL ENERGY 58,537
FINANCE - 14.1%
BANKS - 4.2%
Fifth Third Bancorp 187,425 11,843
First Commerce Bancshares, Inc. 115,600 2,774
First Commerce Bancshares, Inc. Class B 345,900 7,956
First Commerce Corp. 100,873 5,302
First Security Corp. 296,250 7,962
Marshall & Ilsley Corp. 304,400 13,051
National City Corp. 100,000 5,950
Northern Trust Corp. 530,000 29,150
Peoples Heritage Financial Group, Inc. 489,500 19,519
Regions Financial Corp. 248,000 8,633
SouthTrust Corp. 278,800 13,138
U.S. Bancorp 283,400 18,917
Zions Bancorp 643,600 23,009
167,204
CREDIT & OTHER FINANCE - 3.2%
Cityscape Financial Corp. (a) 1,068,800 15,364
Concord EFS, Inc. (a) 150,000 4,416
Credit Acceptance Corp. (a) 501,000 6,669
FIRSTPLUS Financial Group, Inc. (a) 1,435,500 65,495
IMC Mortgage Co. (a) 134,300 2,417
Money Store, Inc. 840,000 30,135
Triad Guaranty, Inc. (a) 101,000 4,381
128,877
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
INSURANCE - 0.8%
Life USA Holding, Inc. (a) 708,800 $ 10,455
Life RE Corp. 197,100 10,791
Penn-America Group, Inc. 141,800 2,570
Penn Treaty American Corp. (a) 149,300 4,983
Philadelphia Consolidated Holding Corp. (a) 30,000 1,178
29,977
SAVINGS & LOANS - 5.9%
Astoria Financial Corp. 543,600 26,229
Bank United Corp. Class A 200,000 7,550
Bay View Capital, Inc. 401,676 10,509
Charter One Financial Corp. 1,012,695 58,673
Collective Bancorp., Inc. 204,800 10,650
Dime Bancorp., Inc. 600,000 12,037
FirstFed Financial Corp. (a) 178,600 6,162
Golden State Bancorp 300,000 8,512
Long Island Bancorp., Inc. 390,000 15,990
St. Paul Bancorp, Inc. 300,000 7,144
Sovereign Bancorp., Inc. 500,000 7,922
Washington Federal, Inc. 189,400 5,351
Washington Mutual, Inc. 845,273 58,429
235,158
TOTAL FINANCE 561,216
HEALTH - 5.5%
DRUGS & PHARMACEUTICALS - 1.8%
Alkermes, Inc. (a) 304,900 4,840
Aviron 9,400 256
Centocor, Inc. (a) 100,000 3,850
Cytyc Corp. (a) 87,000 2,034
Elan Corp. PLC ADR (a) 300,000 14,250
Gilead Sciences, Inc. 25,400 718
Guilford Pharmaceuticals, Inc. (a) 279,100 6,193
Immunex Corp. (a) 72,500 2,773
Interneuron Pharmaceuticals, Inc. (a) 100,000 1,875
Ligand Pharmaceuticals, Inc. Class B (a) 160,000 2,040
Magainin Pharmaceuticals, Inc. (a) 414,200 3,314
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Protein Design Labs, Inc. (a) 70,000 $ 1,969
Sangstat Medical Corp. (a) 200,000 4,900
Sepracor, Inc. (a) 300,000 7,537
Sigma Aldrich Corp. 340,000 11,772
Vertex Pharmaceuticals, Inc. (a) 90,000 3,161
71,482
MEDICAL EQUIPMENT & SUPPLIES - 1.4%
Arterial Vascular Engineering, Inc. (a) 166,600 6,393
Biomet, Inc. 889,400 17,732
Cardinal Health, Inc. 130,000 8,093
Datascope Corp. (a) 559,600 12,206
InControl, Inc. (a) 100,000 1,000
Nitinol Medical Technologies, Inc. 112,700 1,831
Physician Sales & Service, Inc. (a) 291,600 5,395
St. Jude Medical, Inc. (a) 71,150 2,904
55,554
MEDICAL FACILITIES MANAGEMENT - 2.3%
Cambridge Heart, Inc. 100,000 763
National Surgery Centers, Inc. (a) 174,200 5,553
Oxford Health Plans, Inc. (a) 377,400 31,725
Quorum Health Group, Inc. (a) 321,600 11,457
Sierra Health Services, Inc. (a) 200,000 6,575
Sunrise Assisted Living, Inc. (a) 234,300 8,464
United HealthCare Corp. 380,100 21,666
Universal Health Services, Inc. Class B (a) 125,200 5,086
91,289
TOTAL HEALTH 218,325
INDUSTRIAL MACHINERY & EQUIPMENT - 1.8%
ELECTRICAL EQUIPMENT - 0.5%
Cymer, Inc. (a) 52,700 3,847
Gilat Satellite Networks Ltd. (a) 200,000 7,175
Loral Space & Communications Ltd. (a) 480,200 7,503
18,525
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 1.3%
ASM Lithography Holding NV (a) 400,000 $ 32,400
Gasonics International Corp. (a) 306,600 5,711
PRI Automation, Inc. (a) 137,800 6,838
Veeco Instruments, Inc. (a) 150,000 7,425
52,374
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 70,899
MEDIA & LEISURE - 2.8%
BROADCASTING - 1.2%
Evergreen Media Corp. Class A (a) 770,700 35,452
PanAmSat Corp. (a) 52,300 1,605
Smartalk Teleservices, Inc. 50,000 887
TCI Group Class A (a) 9,900 170
Tele-Communications Liberty Media Group, Series A (a) 410,000 10,481
48,595
ENTERTAINMENT - 0.4%
Regal Cinemas, Inc. (a) 431,700 13,868
LODGING & GAMING - 0.2%
Doubletree Corp. (a) 200,000 8,400
PUBLISHING - 0.1%
Journal Register Co. 277,500 4,926
RESTAURANTS - 0.9%
Apple South, Inc. 535,000 8,493
Applebee's International, Inc. 306,000 9,180
Landry's Seafood Restaurants, Inc. (a) 392,100 9,998
Outback Steakhouse, Inc. (a) 400,000 9,975
37,646
TOTAL MEDIA & LEISURE 113,435
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - 0.8%
FOODS - 0.1%
Tyson Foods, Inc. 182,300 $ 3,828
HOUSEHOLD PRODUCTS - 0.5%
Alberto-Culver Co. Class A 664,800 15,914
Safeskin Corp. (a) 159,800 5,283
21,197
TOBACCO - 0.2%
Dimon, Inc. 197,426 4,825
TOTAL NONDURABLES 29,850
RETAIL & WHOLESALE - 6.8%
APPAREL STORES - 1.5%
Charming Shoppes, Inc. (a) 858,900 5,046
Dress Barn, Inc. (a) 259,000 5,633
Gymboree Corp. (a)(d) 1,366,050 32,444
Ross Stores, Inc. 500,800 15,838
58,961
GENERAL MERCHANDISE STORES - 2.2%
Casey's General Stores, Inc. 664,500 15,034
Costco Companies, Inc. (a) 646,400 24,483
Dollar Tree Stores (a) 286,500 11,961
Nordstrom, Inc. 100,000 5,669
Proffitts, Inc. (a) 315,900 16,743
Stein Mart, Inc. (a) 470,000 13,806
87,696
RETAIL & WHOLESALE, MISCELLANEOUS - 3.1%
Corporate Express, Inc. 858,250 12,874
Officemax, Inc. (a) 800,000 11,200
Staples, Inc. (a) 1,263,100 31,735
U.S. Office Products Co. (a) 800,300 23,109
Viking Office Products, Inc. (a) 1,488,300 29,859
Williams-Sonoma, Inc. (a) 375,000 16,195
124,972
TOTAL RETAIL & WHOLESALE 271,629
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - 2.1%
ADVERTISING - 0.5%
Outdoor Systems, Inc. (a) 632,700 $ 16,766
Universal Outdoor Holdings, Inc. (a) 52,000 1,892
18,658
LEASING & RENTAL - 0.4%
Hollywood Entertainment Corp. (a) 900,000 16,875
SERVICES - 1.2%
APAC Teleservices, Inc. (a) 252,100 4,333
G & K Services, Inc. Class A 51,600 1,748
Gartner Group, Inc. Class A (a) 469,900 13,333
Medpartners, Inc. (a) 200,000 4,750
Robert Half International, Inc. (a) 400,000 22,025
Zebra Technologies Corp. Class A (a) 100,000 3,119
49,308
TOTAL SERVICES 84,841
TECHNOLOGY - 46.2%
COMMUNICATIONS EQUIPMENT - 6.5%
ADC Telecommunications, Inc. (a) 87,000 3,513
Advanced Fibre Communications, Inc. 100,000 6,987
Andrew Corp. (a) 229,100 5,971
Aspect Telecommunications Corp. (a) 1,635,900 34,584
Boston Technology, Inc. (a) 600,000 15,937
Centigram Communications Corp. (a) 205,000 2,537
Cisco Systems, Inc. (a) 400,000 31,825
Ericsson (L.M.) Telephone Co. Class B ADR 1,100,000 49,775
Level One Communications, Inc. (a) 515,400 21,904
Newbridge Networks Corp. (a) 415,300 21,648
Nokia Corp. AB sponsored ADR 400,000 34,250
Northern Telecom Ltd. 200,000 20,909
Tellabs, Inc. (a) 50,000 2,994
3Com Corp. (a) 100,000 5,469
258,303
COMPUTER SERVICES & SOFTWARE - 15.9%
American Business Information, Inc. (a) 402,500 10,767
Autodesk, Inc. 385,600 16,340
BMC Software, Inc. (a) 350,000 21,087
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Barra, Inc. (a) 200,000 $ 6,800
Broderbund Software, Inc. (a) 328,200 7,118
Cerner Corp. (a) 300,000 9,000
DST Systems, Inc. (a) 100,000 3,481
ECI Telecom Ltd. 200,000 6,525
Fiserv, Inc. (a) 497,300 23,870
HBO & Co. 94,400 7,304
Intuit, Inc. (a) 232,200 5,849
i2 Technologies, Inc. (a) 50,000 2,400
McAfee Associates, Inc. (a) 32,987 2,150
Medic Computer Systems, Inc. (a) 500,000 13,500
Microsoft Corp. (a) 1,447,800 204,864
Netscape Communications Corp. (a) 198,500 7,282
New Era of Networks, Inc. 97,000 1,346
Oracle Systems Corp. (a) 1,847,125 100,553
Parametric Technology Corp. (a) 1,052,060 51,551
Paychex, Inc. 176,800 7,138
PeopleSoft, Inc. (a) 431,200 25,225
Platinum Software Corp. (a) 290,000 3,299
Project Software & Development, Inc. (a) 100,000 2,112
Saville Systems Ireland PLC sponsored ADR (a) 147,600 9,410
Scopus Technology, Inc. (a) 155,000 4,476
Shared Medical Systems Corp. 488,500 26,379
SunGard Data Systems, Inc. (a) 819,800 38,531
Symantec Corp. (a) 460,100 11,071
Synopsys, Inc. 129,000 4,338
633,766
COMPUTERS & OFFICE EQUIPMENT - 6.2%
Adaptec, Inc. (a) 302,400 12,739
Compaq Computer Corp. (a) 500,000 28,562
Creative Technology Corp. Ltd. (a) 600,000 12,225
Dell Computer Corp. (a) 445,600 38,099
EMC Corp. (a) 1,000,000 50,500
Ingram Micro, Inc. Class A (a) 25,000 720
Micron Electronics, Inc. (a) 500,000 9,438
Quantum Corp. (a) 928,400 26,982
Read-Rite Corp. (a) 670,000 17,336
Sandisk Corp. (a) 136,800 3,010
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Sun Microsystems, Inc. (a) 703,500 $ 32,141
Tech Data Corp. (a) 405,400 15,050
246,802
ELECTRONIC INSTRUMENTS - 3.3%
Applied Materials, Inc. (a) 575,000 52,828
Credence Systems Corp. (a) 300,000 10,200
Helix Technology Corp. 300,000 15,094
KLA Instruments Corp. (a) 405,600 24,564
Lam Research Corp. (a) 179,700 9,501
Sawtek, Inc. (a) 112,500 4,289
Silicon Valley Group, Inc. (a) 200,000 6,200
Teradyne, Inc. (a) 200,000 9,350
132,026
ELECTRONICS - 14.3%
Actel Corp. (a) 100,000 1,925
Altera Corp. (a) 417,800 25,225
Atmel Corp. (a) 400,000 13,650
Benchmark Microelectronics, Inc. (a) 178,200 4,009
Brightpoint, Inc. (a) 275,000 8,216
Burr-Brown Corp. (a) 300,000 10,444
Electroglas, Inc. (a) 300,000 9,487
Intel Corp. 3,039,800 279,092
Lattice Semiconductor Corp. (a) 533,100 35,918
Linear Technology Corp. 455,800 30,482
Maxim Integrated Products, Inc. (a) 200,400 13,853
Microchip Technology, Inc. (a) 281,700 10,493
Micron Technology, Inc. (a) 300,000 14,606
OnTrak Systems, Inc. (a) 215,800 9,441
Sanmina Corp. (a) 326,100 23,928
Sipex Corp. (a) 50,000 2,325
Uniphase Corp. (a) 183,200 12,503
Vitesse Semiconductor Corp. (a) 636,600 30,795
World Access, Inc. (a) 125,000 3,516
Xilinx, Inc. (a) 700,000 33,162
573,070
TOTAL TECHNOLOGY 1,843,967
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - 4.3%
AIR TRANSPORTATION - 1.7%
ASA Holdings, Inc. 150,000 $ 4,238
Comair Holdings, Inc. 760,000 20,472
Continental Airlines, Inc. Class B (a) 600,000 22,350
Northwest Airlines Corp. Class A (a) 541,700 22,277
69,337
RAILROADS - 0.3%
Wisconsin Central Transportation Corp. (a) 314,000 9,832
TRUCKING & FREIGHT - 2.3%
Airborne Freight Corp. 400,000 19,625
American Freightways Corp. (a) 210,000 3,465
CNF Transportation, Inc. 200,000 6,975
Expeditors International of Washington, Inc. 516,000 19,543
M.S. Carriers, Inc. (a) 110,000 2,544
Swift Transportation Co., Inc. (a) 187,700 5,432
USFreightways Corp. 419,300 13,025
Werner Enterprises, Inc. 268,300 5,768
Yellow Corp. (a) 524,100 14,151
90,528
TOTAL TRANSPORTATION 169,697
UTILITIES - 9.3%
TELEPHONE SERVICES - 9.3%
Brooks Fiber Properties, Inc. (a) 351,000 13,206
IXC Communications, Inc. 255,000 7,204
MCI Communications Corp. 2,067,000 72,991
McLeodUSA, Inc. Class A (a) 110,000 3,781
Qwest Communications International, Inc. 5,300 165
Tel-Save Holdings, Inc. (a) 784,100 13,330
Teleport Communications Group, Inc. Class A (a) 356,100 14,022
WorldCom, Inc. (a) 7,105,234 248,239
372,938
TOTAL COMMON STOCKS
(Cost $2,765,724) 3,841,700
PREFERRED STOCKS - 0.5%
SHARES VALUE (NOTE 1)
(000S)
CONVERTIBLE PREFERRED STOCKS - 0.4%
UTILITIES - 0.4%
TELEPHONE SERVICES - 0.4%
IXC Communications, Inc. $7.25 pay-in-kind (c) 132,175 $ 16,919
NONCONVERTIBLE PREFERRED STOCKS - 0.1%
TECHNOLOGY - 0.1%
COMPUTER SERVICES & SOFTWARE - 0.1%
SAP AG 7,100 1,730
TOTAL PREFERRED STOCKS
(Cost $15,472) 18,649
CONVERTIBLE CORPORATE BONDS - 0.2%
MOODY'S RATINGS PRINCIPAL
(UNAUDITED) AMOUNT (000S)
FINANCE - 0.1%
CREDIT & OTHER FINANCE - 0.1%
Aames Financial Corp. 5 1/2%, 3/15/06 B2 $ 4,000,000 4,945
MEDIA & LEISURE - 0.1%
RESTAURANTS - 0.1%
Boston Chicken, Inc. 7 3/4%, 5/1/04 B2 3,500,000 3,045
TOTAL CONVERTIBLE CORPORATE BONDS
(Cost $8,763) 7,990
CASH EQUIVALENTS - 3.0%
SHARES
Taxable Central Cash Fund
(Cost $121,706) (b) 121,706,434 121,706
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,911,665) $ 3,990,045
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund was
5.66%. The yield refers to the income earned by investing in the fund over
the seven-day period, expressed as an annual percentage.
3. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $16,919,000 or 0.4% of net
assets.
4. Affiliated company (see Note 7 of Notes to Financial Statements).
INCOME TAX INFORMATION
At July 31, 1997, the aggregate cost of investment securities for income
tax purposes was $2,922,302,000. Net unrealized appreciation aggregated
$1,067,743,000, of which $1,162,311,000 related to appreciated investment
securities and $94,568,000 related to depreciated investment securities.
The fund hereby designates approximately $69,192,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) JULY 31, 1997

ASSETS

Investment in securities, at value (cost $2,911,665) - $ 3,990,045
See accompanying schedule

Receivable for investments sold 54,688

Receivable for fund shares sold 17,924

Dividends receivable 961

Interest receivable 1,027

Other receivables 1,398

TOTAL ASSETS 4,066,043

LIABILITIES

Payable for investments purchased $ 30,100

Payable for fund shares redeemed 10,058

Accrued management fee 1,650

Other payables and accrued expenses 1,096

TOTAL LIABILITIES 42,904

NET ASSETS $ 4,023,139

Net Assets consist of:

Paid in capital $ 2,773,036

Accumulated net investment loss (4)

Accumulated undistributed net realized gain (loss) on 171,727
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 1,078,380
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 104,600 shares outstanding $ 4,023,139

NET ASSET VALUE and redemption price per share $38.46
($4,023,139 (divided by) 104,600 shares)

Maximum offering price per share (100/97.00 of $38.46) $39.65

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED JULY 31, 1997

INVESTMENT INCOME $ 11,006
Dividends

Interest 11,842

TOTAL INCOME 22,848

EXPENSES

Management fee $ 21,697
Basic fee

Performance adjustment (3,175)

Transfer agent fees 8,239

Accounting fees and expenses 812

Non-interested trustees' compensation 16

Custodian fees and expenses 156

Registration fees 583

Audit 56

Legal 22

Interest 2

Miscellaneous 15

Total expenses before reductions 28,423

Expense reductions (444) 27,979

NET INVESTMENT INCOME (LOSS) (5,131)

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

Investment securities (including realized loss of 345,270
$10,067 on sales of investments in affiliated issuers)

Foreign currency transactions (2) 345,268

Change in net unrealized appreciation (depreciation) on:

Investment securities 803,670

Assets and liabilities in foreign currencies (1) 803,669

NET GAIN (LOSS) 1,148,937

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 1,143,806
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
JULY 31, JULY 31,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

Operations $ (5,131) $ 10,370
Net investment income (loss)

Net realized gain (loss) 345,268 380,992

Change in net unrealized appreciation (depreciation) 803,669 (255,943)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 1,143,806 135,419
FROM OPERATIONS

Distributions to shareholders (6,873) (1,479)
From net investment income

From net realized gain (391,420) (130,433)

TOTAL DISTRIBUTIONS (398,293) (131,912)

Share transactions 3,023,887 2,256,968
Net proceeds from sales of shares

Reinvestment of distributions 390,322 129,010

Cost of shares redeemed (2,771,726) (1,864,420)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 642,483 521,558
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 1,387,996 525,065

NET ASSETS

Beginning of period 2,635,143 2,110,078

End of period (including accumulated undistributed net $ 4,023,139 $ 2,635,143
investment income (loss) of $(4) and $8,871,
respectively)

OTHER INFORMATION
Shares

Sold 91,580 70,969

Issued in reinvestment of distributions 12,633 4,239

Redeemed (84,079) (58,605)

Net increase (decrease) 20,134 16,603

</TABLE>

FINANCIAL HIGHLIGHTS

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

1997 1996 1995 1994 C 1993

SELECTED PER-SHARE DATA

Net asset value, beginning $ 31.20 $ 31.09 $ 22.42 $ 25.90 $ 24.65
of period

Income from Investment
Operations

Net investment income (loss) (.05) F .13 .09 .12 .06

Net realized and unrealized 11.71 1.80 8.79 (.08) 3.68
gain (loss)

Total from investment 11.66 1.93 8.88 .04 3.74
operations

Less Distributions

From net investment income (.08) (.02) (.09) (.12) (.25)

From net realized gain (4.32) (1.80) (.12) (3.40) (2.24)

Total distributions (4.40) (1.82) (.21) (3.52) (2.49)

Net asset value, end of period $ 38.46 $ 31.20 $ 31.09 $ 22.42 $ 25.90

TOTAL RETURN A, B 41.43% 6.43% 39.98% (.36)% 16.67%

RATIOS AND SUPPLEMENTAL
DATA

Net assets, end of period $ 4,023 $ 2,635 $ 2,110 $ 1,230 $ 1,327
(in millions)

Ratio of expenses to average .85% .83% .82% .89% 1.08%
net assets

Ratio of expenses to average .84% .82% .81% .88% 1.08%
net assets after expense D D D D
reductions

Ratio of net investment income (.15)% .42% .35% .48% .53%
(loss) to average net assets

Portfolio turnover rate 147% 133% 62% 222% 213%

Average commission rate E $ .0314

</TABLE>

O 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).
P TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
Q 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 (LOSS) PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
R 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).
S FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
T NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1997

19. 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 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 with remaining maturities
of sixty days or less for which quotations are not readily available 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. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
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, 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. Non-cash dividends included in
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of such
taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, foreign currency transactions, non-taxable dividends and losses
deferred due to wash sales. The fund also utilized earnings and profits
distributed to shareholders on redemption of shares as a part of the
dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Accumulated net investment loss and accumulated undistributed net realized
gain (loss) on investments and foreign currency transactions may include
temporary book and tax basis differences that will reverse in a subsequent
period. Any taxable income or gain remaining at fiscal year end is
distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
20. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities.
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 foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission(the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements for U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
Account, at a bank custodian. The securities are marked-to-market daily and
maintained at a value at least equal to the principal amount of the
repurchase agreement (including accrued interest). 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.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of
capital, liquidity, and current income by investing in U.S. Treasury
securities and repurchase agreements for these securities. Income
distributions from the Cash Fund are declared daily and paid monthly from
net interest income. Income distributions received by the fund are recorded
as interest income in the accompanying financial statements.
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, the
fund had no investments in restricted securities (excluding 144A issues).
21. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $4,833,442,000 and $4,589,734,000, respectively.
22. 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. The annual individual
fund fee rate is .35%. 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 basic fee is subject to a performance adjustment (up to a maximum of
".20% of the fund's average net assets over the performance period) based
on the fund's investment performance as compared to the appropriate index
over a specified
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
period of time. For the period, the management fee was equivalent to an
annual rate of .56% 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 $567,000 on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (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 annual rate of .25%
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 $266,000 for the period.
23. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the period for
which loans were outstanding amounted to $6,255,000. The weighted average
interest rate was 5.57%.
24. 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
$205,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During the
period, the fund's custodian and transfer agent fees were reduced by
$35,000 and $204,000, respectively, under these arrangements.
25. 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 VALUE
AFFILIATE COST COST INCOME
All American Communications, Inc. $ 199 $ 2,439 $ - $ -
Datascope Corp. 2,664 2,802 - -
Gymboree Corp. 11,849 - - 32,444
Heartland Wireless
Communications, Inc. 1,540 5,584 - -
Proffitts, Inc. 15,015 16,223 - -
Sinclair Broadcast Group, Inc. Class A 2,247 3,088 - -
TheraTx, Inc. 1,621 10,002 - -
TOTALS $ 35,135 $ 40,138 $ - $ 32,444
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity OTC Portfolio:
We have audited the accompanying statement of assets and liabilities of
Fidelity Securities Fund: Fidelity OTC Portfolio, including the schedule of
portfolio investments, as of July 31, 1997, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended and the financial
highlights for each of the five years in the period then ended. These
financial statements and financial highlights are the responsibility of the
fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 1997 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Securities Fund: Fidelity OTC Portfolio as of July 31, 1997,
the results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended,
in conformity with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 8, 1997
DISTRIBUTIONS

The Board of Trustees of Fidelity OTC Portfolio voted to pay on September
8, 1997, to shareholders of record at the opening of business on September
5, 1997, a distribution of $1.07 per share derived from capital gains
realized from sales of portfolio securities .
A total of 3.19% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 23% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1998 of these percentages for
use in preparing 1997 income tax returns.
MANAGING YOUR INVESTMENTS

TO WRITE 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
Robert C. Pozen, Senior Vice President
William J. Hayes, Vice President
Abigail Johnson, Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
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 and Multinational Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
TechnoQuant(trademark) Growth Fund
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
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)
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