FIDELITY SECURITIES FUND
N-30D, 1998-09-21
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FIDELITY
OTC
PORTFOLIO
ANNUAL REPORT
JULY 31, 1998
(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
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                                              
 
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 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
 
 
(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
So far, 1998 has been a year of considerable volatility in the U.S.
stock and bond markets. In the first quarter, the U.S. stock market
soared as inflation and interest rates remained stable, while the
economy maintained strong growth. By summer, however, investors began
to exercise caution relative to the troublesome Asian economic climate
and reports of concerns about corporate earnings domestically. Market
volatility and low interest rates were also the main stories in the
bond market, with many investors moving assets to highly rated U.S.
Treasuries. 
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
PERIODS ENDED JULY 31, 1998              PAST 1  PAST 5   PAST 10  
                                         YEAR    YEARS    YEARS    
 
Fidelity OTC                             11.87%  134.86%  405.96%  
 
Fidelity OTC (incl. 3.00% sales charge)  8.51%   127.81%  390.78%  
 
NASDAQ                                   17.96%  176.46%  440.12%  
 
Mid-Cap Funds Average                    7.71%   107.76%  320.81%  
 
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 294 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, 1998                   PAST 1  PAST 5  PAST 10  
                                              YEAR    YEARS   YEARS    
 
Fidelity OTC                                  11.87%  18.62%  17.60%   
 
Fidelity OTC (incl. 3.00% sales charge)       8.51%   17.90%  17.24%   
 
NASDAQ                                        17.96%  22.55%  18.37%   
 
Mid-Cap Funds Average                         7.71%   15.51%  15.15%   
 
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
             OTC Portfolio               FID NASDAQ w/Wilshire Div
             00093                       F0091
  1988/07/31       9700.00                    10000.00
  1988/08/31       9467.63                     9734.00
  1988/09/30       9829.69                    10035.35
  1988/10/31       9824.29                     9912.41
  1988/11/30       9505.46                     9640.06
  1988/12/31       9719.39                     9910.88
  1989/01/31      10346.09                    10442.10
  1989/02/28      10318.61                    10414.59
  1989/03/31      10769.39                    10611.19
  1989/04/30      11297.14                    11168.21
  1989/05/31      11802.90                    11668.77
  1989/06/30      11775.42                    11398.55
  1989/07/31      12292.17                    11898.47
  1989/08/31      12841.91                    12320.26
  1989/09/30      12915.24                    12429.19
  1989/10/31      12479.76                    11989.85
  1989/11/30      12594.36                    12016.86
  1989/12/31      12673.35                    11998.47
  1990/01/31      11773.51                    10984.81
  1990/02/28      12100.72                    11265.17
  1990/03/31      12560.08                    11537.79
  1990/04/30      12195.11                    11143.93
  1990/05/31      12994.28                    12191.63
  1990/06/30      13019.45                    12295.58
  1990/07/31      12849.54                    11671.65
  1990/08/31      11742.04                    10168.42
  1990/09/30      11095.83                     9204.88
  1990/10/31      10861.82                     8828.41
  1990/11/30      11615.84                     9625.96
  1990/12/31      12071.22                    10037.56
  1991/01/31      13021.81                    11136.51
  1991/02/28      14031.00                    12196.39
  1991/03/31      14818.82                    12999.08
  1991/04/30      14792.78                    13079.65
  1991/05/31      15515.49                    13672.09
  1991/06/30      14766.73                    12871.86
  1991/07/31      15808.48                    13593.69
  1991/08/31      16641.87                    14249.33
  1991/09/30      16495.63                    14297.33
  1991/10/31      17212.83                    14749.81
  1991/11/30      16399.08                    14246.93
  1991/12/31      18005.36                    15960.47
  1992/01/31      18782.83                    16898.32
  1992/02/29      18819.16                    17275.72
  1992/03/31      18216.08                    16481.80
  1992/04/30      17678.39                    15813.09
  1992/05/31      17932.70                    16010.52
  1992/06/30      17540.33                    15432.98
  1992/07/31      17910.90                    15921.09
  1992/08/31      17467.67                    15451.98
  1992/09/30      18006.81                    16021.03
  1992/10/31      18677.82                    16639.20
  1992/11/30      19996.16                    17963.76
  1992/12/31      20695.32                    18647.24
  1993/01/31      20832.48                    19198.30
  1993/02/28      20017.58                    18510.28
  1993/03/31      20711.46                    19061.67
  1993/04/30      20106.33                    18286.04
  1993/05/31      20646.91                    19385.06
  1993/06/30      20671.12                    19497.55
  1993/07/31      20897.03                    19536.54
  1993/08/31      21284.31                    20612.44
  1993/09/30      21869.27                    21184.61
  1993/10/31      22157.71                    21661.43
  1993/11/30      21572.08                    20989.85
  1993/12/31      22419.96                    21632.29
  1994/01/31      23023.65                    22310.96
  1994/02/28      22782.17                    22108.51
  1994/03/31      21872.00                    20760.14
  1994/04/30      21268.31                    20511.15
  1994/05/31      21156.86                    20568.57
  1994/06/30      20376.72                    19770.39
  1994/07/31      20822.52                    20243.78
  1994/08/31      21862.71                    21482.28
  1994/09/30      21918.44                    21465.69
  1994/10/31      22419.96                    21857.53
  1994/11/30      21686.25                    21114.79
  1994/12/31      21815.65                    21182.81
  1995/01/31      21768.78                    21296.24
  1995/02/28      22912.53                    22405.15
  1995/03/31      23681.28                    23090.62
  1995/04/30      24675.03                    23869.87
  1995/05/31      25378.16                    24475.32
  1995/06/30      27346.91                    26447.85
  1995/07/31      29146.91                    28391.37
  1995/08/31      29521.91                    28951.42
  1995/09/30      29947.96                    29640.57
  1995/10/31      29785.57                    29452.14
  1995/11/30      30320.52                    30131.27
  1995/12/31      30154.78                    29951.85
  1996/01/31      30085.18                    30191.03
  1996/02/29      31158.95                    31358.84
  1996/03/31      31218.60                    31417.99
  1996/04/30      33177.22                    33980.56
  1996/05/31      34390.17                    35511.16
  1996/06/30      33187.16                    33858.25
  1996/07/31      31019.75                    30889.41
  1996/08/31      32849.12                    32645.25
  1996/09/30      35153.29                    35103.35
  1996/10/31      35011.76                    34964.87
  1996/11/30      37504.82                    37016.40
  1996/12/31      37312.02                    36987.79
  1997/01/31      38806.32                    39548.61
  1997/02/28      36912.78                    37533.88
  1997/03/31      34106.67                    35045.39
  1997/04/30      35486.91                    36180.86
  1997/05/31      38669.44                    40200.55
  1997/06/30      39707.47                    41414.98
  1997/07/31      43870.99                    45789.23
  1997/08/31      43186.58                    45618.73
  1997/09/30      46097.57                    48460.78
  1997/10/31      42286.40                    45829.67
  1997/11/30      42145.68                    46040.49
  1997/12/31      41010.97                    45187.96
  1998/01/31      41930.50                    46616.12
  1998/02/28      47423.15                    50985.92
  1998/03/31      48624.66                    52880.26
  1998/04/30      49151.86                    53841.06
  1998/05/31      45620.87                    51279.19
  1998/06/30      48685.96                    54637.57
  1998/07/31      49078.30                    54011.52
IMATRL PRASUN   SHR__CHT 19980731 19980811 155753 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity OTC Portfolio on July 31, 1988 and the current 3%
sales charge was paid. As the chart shows, by July 31, 1998, the value
of the investment would have grown to $49,078 - a 390.78% increase on
the initial investment. For comparison, look at how the NASDAQ did
over the same period. With dividends and capital gains, if any,
reinvested, the same $10,000 would have grown to $54,012 - a 440.12%
increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
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
For the most part, the past 12 months 
have been witness to solid gains 
and record-setting stock market 
performance in the U.S. Despite 
that, the final few weeks of the 
period ending July 31, 1998, left 
many investors asking "What have 
you done for me lately?" For the 
12-month period, the Standard & 
Poor's 500 Index - a measure of 
the U.S. stock market - produced 
a return of 19.29%. But whether 
one of the longest running bull 
markets in recent history is now 
an endangered species remains 
to be seen. There have been some 
extraordinary highs and lows in 
the equity market over the past 
12 months. In late October, the 
Dow Jones Industrial Average fell 
550-plus points in one trading 
session. That, however, was quickly 
overcome by the first quarter of 
1998 as investors in stocks were 
rewarded with strong gains and 
an upward trend in stock prices. 
But despite low interest rates, a 
strong economy and tame inflation 
domestically, investor uncertainty 
over corporate earnings reports 
and the Asian market upheaval 
began to have a tangible effect on 
our markets at home. After hitting 
a record of 9337.97 on July 17, 
1998, the Dow Jones Industrial 
Average racked up losses of over 
400 points the week of July 20th. 
Still, the 12-month S&P return of 
19.29% is nearly twice that of 
the stock market's historical 
annual performance.
An interview with Robert Bertelson, Portfolio Manager of Fidelity OTC
Portfolio
Q. BOB, HOW DID THE FUND PERFORM?
A. For the 12 months that ended July 31, 1998, the fund returned
11.87%, while the NASDAQ Composite Index returned 17.96% and the
mid-cap funds average tracked by Lipper Analytical Services returned
7.71%.
Q. WHY DID THE FUND BEAT ITS PEERS OVER THE PERIOD, YET TRAIL THE
NASDAQ INDEX?
A. During the course of the period, market breadth was very poor. That
is, gains in major indexes like the NASDAQ were a result of the
stellar performance of only a very few stocks. For the most part,
these were large-capitalization stocks that provided significant
liquidity - they were easily tradable because they had a good number
of shares outstanding. This characteristic was attractive to investors
given the collapse in the Far East that started to affect U.S. markets
in October 1997. The fund's focus on the NASDAQ leads it to invest in
large-, mid- and small-caps. Mid-cap funds, however, had a different
focus, with little or no exposure to the large-cap market leaders that
drove the NASDAQ. Hence, mid-cap funds suffered relative to OTC
Portfolio. Relative to NASDAQ, the fund was hurt due to investments in
economically sensitive technology stocks that suffered a severe
correction in the fourth quarter of 1997. 
Q. BUT THERE WERE OTHER PROBLEMS WITH THE TECHNOLOGY SECTOR, TOO  . .
 .
A. Yes, there were. Many major personal computer (PC) companies have
been reorganizing how they do business, trying to emulate the cost
structure of Dell Computer. This company sells directly to the public
instead of through distributors or retailers, assembling its PCs only
after an order has been placed. As PC manufacturers have transitioned
to this set-up, they have markedly reduced their inventories. This
caused problems for companies that furnish PC components. However,
toward the end of the period, these component companies appeared to be
working through this inventory correction.
Q. LET'S LOOK AT SOME OF THE FUND'S OTHER SECTOR WEIGHTINGS . . .
A. Finance was the best-performing sector of the NASDAQ in 1997, but
valuations were high there as we entered 1998. In addition, financial
services companies typically do well when short-term interest rates
are low and long-term rates are high. During the past six months,
short- and long-term interest rates were at about the same level, so
these companies' prospects were less attractive. Increases in the
utilities sector - mainly telecommunications - and in media and
leisure were designed to take advantage of increased demand by both
business and consumers for access to an increasingly broad range of
information and communications services. 
Q. WHICH STOCKS PROVIDED STRONG PERFORMANCE? WHICH ONES DISAPPOINTED?
A. Microsoft - the fund's largest holding at about 9% of investments -
did very well as investors gravitated toward its predictable growth
and strong management. Also in the technology sector, EMC and Cisco,
leaders in data storage and networking, respectively, benefited from
the near-dominance of their industries. Investors were attracted to
the turnarounds achieved by cable companies, such as fund holding
Tele-Communications, Inc. (TCI), which were sparked by an ability to
deliver a variety of services over cable networks. TCI also was buoyed
because AT&T announced its intention to purchase the company. On the
negative side, Quantum, a manufacturer of disc drives for PCs, was
caught in the downdraft of the inventory correction and by the
problems in Asia. Oracle, a database and computer applications firm,
suffered from a poorly executed reorganization of its sales force that
caused it to fall short of an earnings forecast late in 1997.
Q. WHAT'S YOUR OUTLOOK?
A. Asia remains an open issue. It's unclear whether the new Japanese
leadership will be willing or able to restimulate that economy. Unless
it does, Asia is likely to remain a region that faces economic
challenges. The longer the Asian problems continue, the greater the
potential for that part of the world to drag down the rest of the
world with it. On the other hand, the U.S. economy remains strong,
consumer confidence is high, and unemployment and interest rates are
low. If Asia stabilizes and overall global economic growth rekindles,
interest rates may rebound from low levels, which could cause a
correction for many stock prices. Because of this uncertain backdrop,
I'm trying to structure the fund to maintain a level of liquidity that
would insulate it from potential difficulties, as well as allow me to
take advantage of emerging opportunities.
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.
 
BOB BERTELSON ON VOLATILITY:
"Most investors tend to dislike 
volatility. My feeling is that if 
investors have a longer-term 
investment horizon, they should 
welcome volatility, not fear it. If 
we've done our work correctly at 
Fidelity, we can take advantage of 
volatility in individual stocks; we 
know the companies well enough 
to take advantage of moments to 
buy more shares or pare back when 
their stock prices spike upward or 
downward even though company 
fundamentals haven't changed. 
Remember, the OTC market 
consists of rapidly growing 
companies that attract momentum 
investors. These are investors who 
focus on the acceleration of a 
company's earnings or stock price 
performance, and they can be very 
sensitive to comparatively small or 
short-term changes in a company's 
fundamental outlook. OTC 
companies often have lower liquidity 
- - or fewer shares outstanding - 
than the companies on the New York 
Stock Exchange, so large 
transactions can cause dramatic 
shifts in price. Consequently, 
momentum investors can push stock 
prices up and down very rapidly on 
the NASDAQ based on short-term 
news events. Because of this 
volatility, I advise investors not to get 
too excited when these stocks are up 
or down sharply in any six-month 
period. Investors in the OTC market 
need to have a longer-term time 
frame. Most importantly, I believe 
these rapidly growing 
capital-appreciation stocks have the 
potential to create wealth for 
investors over the long term. In 
short, diving right into volatile 
situations instead of shrinking from 
them provides an opportunity for our 
organization to add value and make 
money for investors."
FUND FACTS
GOAL: long-term capital growth 
by investing mainly in equity 
securities traded on the 
over-the-counter market
FUND NUMBER: 093
TRADING SYMBOL: FOCPX
START DATE: December 31, 1984
SIZE: as of July 31, 1998, 
more than $4.4 billion
MANAGER: Robert Bertelson, 
since 1997; manager, Fidelity 
Convertible Securities Fund, 
1996-1997; Fidelity Select 
Industrial Equipment Portfolio, 
1994-1996; Fidelity Select 
Energy Portfolio, 1992-
1994; joined Fidelity in 1991
(checkmark)
 
 
INVESTMENT CHANGES 
 
 
 
 
<TABLE>
<CAPTION>
<S>                                             <C>           <C>                      
TOP TEN STOCKS AS OF JULY 31, 1998                                                     
 
                                                % OF FUND'S   % OF FUND'S INVESTMENTS  
                                                INVESTMENTS   IN THESE STOCKS          
                                                              6 MONTHS AGO             
 
Microsoft Corp.                                  8.8           8.2                     
 
Intel Corp.                                      8.0           4.9                     
 
WorldCom, Inc.                                   4.8           4.4                     
 
Oracle Corp.                                     2.9           0.0                     
 
EMC Corp.                                        2.5           2.4                     
 
MCI Communications Corp.                         2.4           0.0                     
 
Tele-Communications, Inc. (TCI Group) Series A   1.9           0.7                     
 
Cisco Systems, Inc.                              1.6           3.9                     
 
Ascend Communications, Inc.                      1.5           0.6                     
 
Tele-Communications, Inc.                        1.5           0.8                     
(TCI Ventures Group) Series A                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>           <C>                      
TOP FIVE MARKET SECTORS AS OF JULY 31, 1998                                         
 
                                             % OF FUND'S   % OF FUND'S INVESTMENTS  
                                             INVESTMENTS   IN THESE MARKET SECTORS  
                                                           6 MONTHS AGO             
 
TECHNOLOGY                                    51.8          54.9                    
 
UTILITIES                                     9.8           6.6                     
 
FINANCE                                       9.6           11.1                    
 
MEDIA & LEISURE                               8.9           5.4                     
 
HEALTH                                        7.6           3.1                     
 
</TABLE>
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)               
 
AS OF JULY 31, 1998 * AS OF JANUARY 31, 1998 ** 
ROW: 1, COL: 1, VALUE: 96.59999999999999
ROW: 1, COL: 2, VALUE: 1.5
ROW: 1, COL: 3, VALUE: 1.9
STOCKS 95.4%
BONDS 0.0%
SHORT-TERM
INVESTMENTS 4.6%
FOREIGN
INVESTMENTS 3.7%
STOCKS 97.6%
BONDS 0.5%
SHORT-TERM
INVESTMENTS 1.9%
FOREIGN
INVESTMENTS 1.7%
ROW: 1, COL: 1, VALUE: 95.40000000000001
ROW: 1, COL: 2, VALUE: 0.0
ROW: 1, COL: 3, VALUE: 4.6
*
**
 
 
INVESTMENTS JULY 31, 1998
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                  <C>         <C>         <C>              
COMMON STOCKS - 97.0%                                                                         
 
                                                     SHARES                  VALUE (NOTE 1)   
                                                                             (000S)           
 
BASIC INDUSTRIES - 0.5%                                                                       
 
CHEMICALS & PLASTICS - 0.5%                                                                   
 
Hanna (M.A.) Co.                                      100,000                $ 1,481          
 
Ivex Packaging Corp.                                  400,000                 8,600           
 
MacDermid, Inc.                                       300,000                 10,444          
 
                                                                              20,525          
 
CONSTRUCTION & REAL ESTATE - 0.4%                                                             
 
REAL ESTATE - 0.4%                                                                            
 
Stewart Enterprises, Inc. Class A                     729,300                 16,569          
 
DURABLES - 0.7%                                                                               
 
CONSUMER ELECTRONICS - 0.2%                                                                   
 
Gemstar International Group Ltd. (a)                  281,900                 10,501          
 
TEXTILES & APPAREL - 0.5%                                                                     
 
Nautica Enterprises, Inc. (a)                         500,000                 12,891          
 
Westpoint Stevens, Inc. Class A (a)                   200,000                 7,175           
 
                                                                              20,066          
 
TOTAL DURABLES                                                                30,567          
 
ENERGY - 0.2%                                                                                 
 
OIL & GAS - 0.2%                                                                              
 
Vastar Resources, Inc.                                172,000                 7,353           
 
FINANCE - 9.6%                                                                                
 
BANKS - 3.6%                                                                                  
 
Compass Bancshares, Inc.                              200,000                 8,300           
 
First Security Corp.                                  394,375                 8,664           
 
Marshall & Ilsley Corp.                               704,400                 39,578          
 
North Fork Bancorp, Inc.                              714,000                 17,404          
 
Northern Trust Corp.                                  172,500                 12,700          
 
Peoples Heritage Financial Group, Inc.                1,379,000               31,200          
 
Zions Bancorp                                         883,200                 43,277          
 
                                                                              161,123         
 
CREDIT & OTHER FINANCE - 1.5%                                                                 
 
First Alliance Corp. (a)                              324,500                 2,393           
 
FIRSTPLUS Financial Group, Inc. (a)                   1,563,300               60,969          
 
Triad Guaranty, Inc. (a)                              202,000                 6,616           
 
                                                                              69,978          
 
COMMON STOCKS - CONTINUED                                                                     
 
                                                     SHARES                  VALUE (NOTE 1)   
                                                                             (000S)           
 
FINANCE - CONTINUED                                                                           
 
INSURANCE - 0.2%                                                                              
 
Paula Financial                                       194,500                $ 3,404          
 
Penn Treaty American Corp. (a)                        149,700                 4,229           
 
Philadelphia Consolidated Holding Corp. (a)           90,000                  1,699           
 
                                                                              9,332           
 
SAVINGS & LOANS - 4.3%                                                                        
 
Astoria Financial Corp.                               358,000                 17,945          
 
Bank United Corp. Class A                             500,000                 22,313          
 
Bay View Capital Corp.                                502,821                 13,922          
 
Charter One Financial, Inc.                           885,658                 28,839          
 
Dime Bancorp, Inc.                                    649,000                 19,308          
 
Golden State Bancorp, Inc.                            839,540                 23,140          
 
Golden State Bancorp, Inc. warrants 1/1/01 (a)        839,540                 3,988           
 
Sovereign Bancorp, Inc.                               600,000                 9,619           
 
St. Paul Bancorp, Inc.                                300,000                 6,750           
 
Washington Federal, Inc.                              403,920                 10,502          
 
Washington Mutual, Inc.                               755,409                 30,169          
 
Webster Financial Corp.                               235,600                 7,142           
 
                                                                              193,637         
 
TOTAL FINANCE                                                                 434,070         
 
HEALTH - 7.1%                                                                                 
 
DRUGS & PHARMACEUTICALS - 3.0%                                                                
 
Amgen, Inc. (a)                                       500,000                 36,719          
 
Anesta Corp. (a)                                      50,000                  650             
 
Aviron (a)                                            450,000                 13,444          
 
Biogen, Inc. (a)                                      300,000                 16,688          
 
Cytyc Corp. (a)                                       619,000                 9,130           
 
Elan Corp. PLC ADR (a)                                200,000                 14,400          
 
Martek Biosciences (a)                                15,000                  169             
 
Rexall Sundown, Inc. (a)                              562,000                 16,965          
 
Sangstat Medical Corp. (a)                            150,000                 3,525           
 
Sepracor, Inc. (a)                                    317,200                 17,129          
 
ViroPharma, Inc. (a)                                  396,600                 7,932           
 
                                                                              136,751         
 
MEDICAL EQUIPMENT & SUPPLIES - 2.4%                                                           
 
Arterial Vascular Engineering, Inc. (a)               100,000                 3,950           
 
COMMON STOCKS - CONTINUED                                                                     
 
                                                     SHARES                  VALUE (NOTE 1)   
                                                                             (000S)           
 
HEALTH - CONTINUED                                                                            
 
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED                                                      
 
Biomet, Inc.                                          389,400                $ 12,169         
 
Boston Scientific Corp. (a)                           200,000                 15,325          
 
PSS World Medical, Inc. (a)                           1,000,000               15,531          
 
Sofamor/Danek Group, Inc. (a)                         300,000                 25,538          
 
Steris Corp. (a)                                      600,000                 36,600          
 
                                                                              109,113         
 
MEDICAL FACILITIES MANAGEMENT - 1.7%                                                          
 
Lincare Holdings, Inc. (a)                            600,000                 23,850          
 
Pacificare Health Sytems, Inc. Class B (a)            700,000                 50,225          
 
                                                                              74,075          
 
TOTAL HEALTH                                                                  319,939         
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%                                                       
 
ELECTRICAL EQUIPMENT - 0.7%                                                                   
 
General Instrument Corp. (a)                          400,000                 10,850          
 
Loral Space & Communications Ltd. (a)                 480,200                 13,296          
 
Vicor Corp. (a)                                       600,000                 7,800           
 
                                                                              31,946          
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%                                                       
 
Veeco Instruments, Inc. (a)                           325,000                 8,613           
 
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT                                        40,559          
 
MEDIA & LEISURE - 8.9%                                                                        
 
BROADCASTING - 5.1%                                                                           
 
Chancellor Media Corp. (a)                            646,200                 31,179          
 
Comcast Corp. Class A special                         965,000                 43,817          
 
Hearst-Argyle Television, Inc. (a)                    50,000                  1,719           
 
Metromedia Fiber Network, Inc. Class A                213,900                 12,005          
 
PanAmSat Corp. (a)                                    285,900                 14,098          
 
Sinclair Broadcast Group, Inc. Class A (a)            800,000                 20,950          
 
TCA Cable TV, Inc.                                    400,000                 23,025          
 
Tele-Communications, Inc. (TCI Group) Series A (a)    2,004,148               83,673          
 
                                                                              230,466         
 
COMMON STOCKS - CONTINUED                                                                     
 
                                                     SHARES                  VALUE (NOTE 1)   
                                                                             (000S)           
 
MEDIA & LEISURE - CONTINUED                                                                   
 
ENTERTAINMENT - 2.2%                                                                          
 
Tele-Communications, Inc.:                                                                    
 
(Liberty Media Group) Series A (a)                    815,000                $ 32,142         
 
(TCI Ventures Group) Series A (a)                     3,341,604               65,788          
 
                                                                              97,930          
 
LODGING & GAMING - 0.6%                                                                       
 
Promus Hotel Corp. (a)                                700,000                 26,338          
 
RESTAURANTS - 1.0%                                                                            
 
Applebee's International, Inc.                        200,000                 4,450           
 
Landry's Seafood Restaurants, Inc. (a)                400,000                 4,800           
 
Outback Steakhouse, Inc. (a)                          1,000,000               36,094          
 
                                                                              45,344          
 
TOTAL MEDIA & LEISURE                                                         400,078         
 
RETAIL & WHOLESALE - 3.6%                                                                     
 
APPAREL STORES - 0.3%                                                                         
 
Ross Stores, Inc.                                     316,400                 13,309          
 
APPLIANCE STORES - 0.3%                                                                       
 
Cellstar Corp. (a)                                    950,000                 13,300          
 
GENERAL MERCHANDISE STORES - 1.1%                                                             
 
Costco Companies, Inc. (a)                            346,400                 19,658          
 
Dollar Tree Stores, Inc. (a)                          129,750                 5,887           
 
Michaels Stores, Inc. (a)                             600,000                 19,650          
 
Stein Mart, Inc. (a)                                  484,400                 5,116           
 
                                                                              50,311          
 
RETAIL & WHOLESALE, MISCELLANEOUS - 1.9%                                                      
 
Action Performance Companies, Inc. (a)                400,000                 12,000          
 
Bed Bath & Beyond, Inc. (a)                           300,000                 12,938          
 
Staples, Inc. (a)                                     1,894,650               62,287          
 
                                                                              87,225          
 
TOTAL RETAIL & WHOLESALE                                                      164,145         
 
COMMON STOCKS - CONTINUED                                                                     
 
                                                     SHARES                  VALUE (NOTE 1)   
                                                                             (000S)           
 
SERVICES - 2.2%                                                                               
 
ADVERTISING - 0.9%                                                                            
 
Lamar Advertising Co. Class A (a)                     201,000                $ 7,651          
 
Outdoor Systems, Inc. (a)                             1,323,575               33,751          
 
                                                                              41,402          
 
LEASING & RENTAL - 0.5%                                                                       
 
Hollywood Entertainment Corp. (a)                     1,161,500               20,544          
 
SERVICES - 0.8%                                                                               
 
On Assignment, Inc. (a)                               178,100                 6,389           
 
Robert Half International, Inc. (a)                   600,000                 31,950          
 
                                                                              38,339          
 
TOTAL SERVICES                                                                100,285         
 
TECHNOLOGY - 51.8%                                                                            
 
COMMUNICATIONS EQUIPMENT - 6.0%                                                               
 
Advanced Fibre Communications, Inc. (a)               100,000                 1,994           
 
Ascend Communications, Inc. (a)                       1,490,000               66,258          
 
Aspect Telecommunications Corp. (a)                   1,652,500               52,725          
 
Ciena Corp. (a)                                       422,200                 31,269          
 
Cisco Systems, Inc. (a)                               767,600                 73,498          
 
Davox Corp. (a)                                       500,000                 6,250           
 
Level One Communications, Inc. (a)                    1,002,800               22,312          
 
Natural Microsystems Corp. (a)                        330,000                 4,166           
 
Pairgain Technologies, Inc. (a)                       765,300                 10,332          
 
                                                                              268,804         
 
COMPUTER SERVICES & SOFTWARE - 20.2%                                                          
 
Aspect Development, Inc. (a)                          100,000                 6,100           
 
At Home Corp. Series A                                450,000                 18,956          
 
Axent Technolgies, Inc. (a)                           800,000                 19,300          
 
Bea Systems, Inc. (a)                                 157,600                 3,093           
 
BMC Software, Inc.                                    754,400                 37,201          
 
Check Point Software Technologies Ltd. (a)            600,000                 14,100          
 
Clarify, Inc. (a)                                     300,000                 3,825           
 
Com21, Inc. (a)                                       102,000                 2,486           
 
Compuware Corp. (a)                                   1,080,900               58,166          
 
Electronics for Imaging, Inc. (a)                     628,000                 9,970           
 
Fiserv, Inc. (a)                                      595,950                 26,296          
 
Geotel Communications Corp. (a)                       315,000                 14,018          
 
COMMON STOCKS - CONTINUED                                                                     
 
                                                     SHARES                  VALUE (NOTE 1)   
                                                                             (000S)           
 
TECHNOLOGY - CONTINUED                                                                        
 
COMPUTER SERVICES & SOFTWARE - CONTINUED                                                      
 
Industri-Matematik International Corp. (a)            781,600                $ 8,305          
 
International Telecom Data Systems, Inc.              150,000                 4,416           
 
J.D. Edwards & Co.                                    200,000                 7,475           
 
Manugistics Group, Inc. (a)                           495,500                 10,777          
 
Mercury Interactive Corp. (a)                         287,500                 11,895          
 
Microsoft Corp. (a)                                   3,592,100               394,896         
 
Oracle Corp. (a)                                      4,961,800               131,488         
 
PeopleSoft, Inc. (a)                                  599,800                 22,605          
 
QRS Corp. (a)                                         100,000                 3,150           
 
Saville System PLC sponsored ADR (a)                  128,600                 3,247           
 
Security Dynamics Technologies, Inc. (a)              900,000                 11,813          
 
Siebel Systems, Inc. (a)                              1,523,400               41,322          
 
SunGard Data Systems, Inc. (a)                        866,100                 30,855          
 
System Software Associates, Inc. (a)                  835,600                 4,491           
 
Technology Solutions, Inc. (a)                        200,000                 5,094           
 
Wind River Systems, Inc. (a)                          136,300                 5,094           
 
                                                                              910,434         
 
COMPUTERS & OFFICE EQUIPMENT - 8.0%                                                           
 
Apple Computer, Inc. (a)                              300,000                 10,388          
 
Comverse Technology, Inc. (a)                         662,500                 33,829          
 
Dell Computer Corp. (a)                               474,800                 51,560          
 
EMC Corp. (a)                                         2,300,000               112,700         
 
Gateway 2000, Inc. (a)                                1,100,000               59,400          
 
Micron Electronics, Inc. (a)                          600,000                 8,325           
 
Quantum Corp. (a)                                     3,701,700               64,780          
 
Tech Data Corp. (a)                                   405,400                 17,027          
 
                                                                              358,009         
 
ELECTRONIC INSTRUMENTS - 1.3%                                                                 
 
Credence Systems Corp. (a)                            687,600                 11,990          
 
KLA-Tencor Corp. (a)                                  677,650                 20,245          
 
Novellus Systems, Inc. (a)                            267,000                 10,480          
 
Smart Modular Technologies, Inc. (a)                  927,700                 17,742          
 
                                                                              60,457          
 
ELECTRONICS - 16.3%                                                                           
 
Actel Corp. (a)                                       500,000                 5,125           
 
Altera Corp. (a)                                      1,227,800               44,776          
 
Applied Micro Circuits Corp.                          544,300                 12,349          
 
COMMON STOCKS - CONTINUED                                                                     
 
                                                     SHARES                  VALUE (NOTE 1)   
                                                                             (000S)           
 
TECHNOLOGY - CONTINUED                                                                        
 
ELECTRONICS - CONTINUED                                                                       
 
Brightpoint, Inc. (a)                                 1,020,200              $ 14,538         
 
EFTC Corp. (a)                                        700,000                 6,213           
 
Etec Systems, Inc. (a)                                361,600                 12,204          
 
Galileo Technology Ltd. (c)                           1,203,200               13,010          
 
Intel Corp.                                           4,246,600               358,572         
 
Lattice Semiconductor Corp. (a)(c)                    1,206,200               36,638          
 
Linear Technology Corp.                               55,800                  3,338           
 
Maxim Integrated Products, Inc. (a)                   182,800                 5,850           
 
Micrel, Inc. (a)                                      335,700                 10,071          
 
Microchip Technology, Inc. (a)                        2,134,800               65,445          
 
Neomagic Corp. (a)                                    500,000                 7,969           
 
PMC-Sierra, Inc. (a)                                  848,300                 34,674          
 
Sanmina Corp. (a)                                     308,600                 14,080          
 
Vitesse Semiconductor Corp. (a)                       1,076,900               35,403          
 
Xilinx, Inc. (a)                                      1,400,000               52,500          
 
                                                                              732,755         
 
TOTAL TECHNOLOGY                                                              2,330,459       
 
TRANSPORTATION - 1.9%                                                                         
 
AIR TRANSPORTATION - 1.2%                                                                     
 
ASA Holdings, Inc.                                    250,000                 10,625          
 
Comair Holdings, Inc.                                 990,000                 31,247          
 
Midwest Express Holdings, Inc. (a)                    441,750                 13,915          
 
                                                                              55,787          
 
TRUCKING & FREIGHT - 0.7%                                                                     
 
Expeditors International of Washington, Inc.          532,300                 21,225          
 
Swift Transportation Co., Inc. (a)                    281,550                 5,420           
 
Yellow Corp. (a)                                      324,100                 5,186           
 
                                                                              31,831          
 
TOTAL TRANSPORTATION                                                          87,618          
 
UTILITIES - 9.2%                                                                              
 
CELLULAR - 0.2%                                                                               
 
SkyTel Communications, Inc. (a)                       400,000                 7,800           
 
TELEPHONE SERVICES - 9.0%                                                                     
 
e.spire Communications, Inc. (a)                      100,000                 2,000           
 
COMMON STOCKS - CONTINUED                                                                     
 
                                                     SHARES                  VALUE (NOTE 1)   
                                                                             (000S)           
 
UTILITIES - CONTINUED                                                                         
 
TELEPHONE SERVICES - CONTINUED                                                                
 
IXC Communications, Inc.                              255,000                $ 11,539         
 
MCI Communications Corp.                              1,700,000               110,075         
 
McLeodUSA, Inc. Class A (a)                           338,000                 12,633          
 
NEXTLINK Communications, Inc. Class A                 86,500                  3,211           
 
Qwest Communications International, Inc. (a)          884,750                 35,722          
 
Tel-Save Holdings, Inc. (a)                           584,100                 7,301           
 
WinStar Communications, Inc. (a)                      300,000                 9,900           
 
WorldCom, Inc. (a)                                    4,069,134               215,155         
 
                                                                              407,536         
 
TOTAL UTILITIES                                                               415,336         
 
TOTAL COMMON STOCKS                                               4,367,503                   
(Cost $3,395,515)                                                                             
 
</TABLE>
 
CONVERTIBLE PREFERRED STOCKS - 0.6%                                        
 
                                                                           
 
UTILITIES - 0.6%                                                           
 
TELEPHONE SERVICES - 0.6%                                                  
 
IXC Communications, Inc. $7.25 pay-in-kind (a)(d)   139,493        27,829  
(Cost $15,086)                                                             
 
CONVERTIBLE BONDS - 0.5%                                               
 
MOODY'S RATINGS                           PRINCIPAL                    
(UNAUDITED)                               AMOUNT (000S)                
 
HEALTH - 0.5%                                                          
 
DRUGS & PHARMACEUTICALS - 0.5%                                         
 
Sepracor, Inc. 6.25% 2/15/05 (d)   -      $ 14,500             19,793  
(Cost $16,998)                                                         
 
CASH EQUIVALENTS - 1.9%                                                   
 
                                       SHARES                             
 
Taxable Central Cash Fund (b)           86,707,750                86,708  
(Cost $86,708)                                                            
 
TOTAL INVESTMENT IN SECURITIES - 100%               $ 4,501,833           
(Cost $3,514,307)                                                         
 
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 5.62%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) Affiliated company (see Note 7 of Notes to Financial Statements).
(d) 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 $47,622,000 or 1.1% of net assets.
INCOME TAX INFORMATION
At July 31, 1998, the aggregate cost of investment securities for
income tax purposes was $3,536,340,000. Net unrealized appreciation
aggregated $965,493,000, of which $1,260,354,000 related to
appreciated investment securities and $294,861,000 related to
depreciated investment securities.
The fund hereby designates approximately $238,906,000 as a capital
gain dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                             <C>       <C>          
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS)                         JULY 31, 1998                          
 
ASSETS                                                                                 
 
Investment in securities, at value (cost $3,514,307) -                    $ 4,501,833  
See accompanying schedule                                                              
 
Receivable for investments sold                                            52,787      
 
Receivable for fund shares sold                                            19,061      
 
Dividends receivable                                                       419         
 
Interest receivable                                                        817         
 
Other receivables                                                          1,292       
 
 TOTAL ASSETS                                                              4,576,209   
 
LIABILITIES                                                                            
 
Payable for investments purchased                               $ 49,487               
 
Payable for fund shares redeemed                                 30,701                
 
Accrued management fee                                           1,929                 
 
Other payables and accrued expenses                              1,104                 
 
 TOTAL LIABILITIES                                                         83,221      
 
NET ASSETS                                                                $ 4,492,988  
 
Net Assets consist of:                                                                 
 
Paid in capital                                                           $ 3,124,828  
 
Accumulated undistributed net realized gain (loss) on                      380,632     
investments and foreign currency transactions                                          
 
Net unrealized appreciation (depreciation) on investments                  987,528     
and assets and liabilities in foreign currencies                                       
 
NET ASSETS, for 112,242 shares outstanding                                $ 4,492,988  
 
NET ASSET VALUE and redemption price per share                             $40.03      
($4,492,988 (divided by) 112,242 shares)                                               
 
Maximum offering price per share (100/97.00 of $40.03)                     $41.27      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                         <C>       <C>        
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS                                 YEAR ENDED JULY 31, 1998                                   
 
INVESTMENT INCOME                                                     $ 9,691    
Dividends                                                                        
 
Interest                                                               8,139     
 
 TOTAL INCOME                                                          17,830    
 
EXPENSES                                                                         
 
Management fee                                              $ 27,016             
Basic fee                                                                        
 
 Performance adjustment                                      (5,851)             
 
Transfer agent fees                                          9,499               
 
Accounting fees and expenses                                 811                 
 
Non-interested trustees' compensation                        22                  
 
Custodian fees and expenses                                  86                  
 
Registration fees                                            312                 
 
Audit                                                        64                  
 
Legal                                                        32                  
 
Interest                                                     1                   
 
Miscellaneous                                                17                  
 
 Total expenses before reductions                            32,009              
 
 Expense reductions                                          (492)     31,517    
 
NET INVESTMENT INCOME (LOSS)                                           (13,687)  
 
REALIZED AND UNREALIZED GAIN (LOSS)                                              
Net realized gain (loss) on:                                                     
 
 Investment securities (including realized loss of $5,630    564,679             
 on sales of investments in affiliated issuers)                                  
 
 Foreign currency transactions                               (3)       564,676   
 
Change in net unrealized appreciation (depreciation) on                (90,852)  
investment securities                                                            
 
NET GAIN (LOSS)                                                        473,824   
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                       $ 460,137  
FROM OPERATIONS                                                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                         <C>           <C>           
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS                                        YEAR ENDED    YEAR ENDED    
                                                            JULY 31,      JULY 31,      
                                                            1998          1997          
 
INCREASE (DECREASE) IN NET ASSETS                                                       
 
Operations                                                  $ (13,687)    $ (5,131)     
Net investment income (loss)                                                            
 
 Net realized gain (loss)                                    564,676       345,268      
 
 Change in net unrealized appreciation (depreciation)        (90,852)      803,669      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING             460,137       1,143,806    
FROM OPERATIONS                                                                         
 
Distributions to shareholders                                -             (6,873)      
From net investment income                                                              
 
 From net realized gain                                      (272,886)     (391,420)    
 
 TOTAL DISTRIBUTIONS                                         (272,886)     (398,293)    
 
Share transactions                                           3,562,844     3,023,887    
Net proceeds from sales of shares                                                       
 
 Reinvestment of distributions                               267,122       390,322      
 
 Cost of shares redeemed                                     (3,547,368)   (2,771,726)  
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING             282,598       642,483      
FROM SHARE TRANSACTIONS                                                                 
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                    469,849       1,387,996    
 
NET ASSETS                                                                              
 
 Beginning of period                                         4,023,139     2,635,143    
 
 End of period (including accumulated net investment loss   $ 4,492,988   $ 4,023,139   
of $0 and $4, respectively)                                                             
 
OTHER INFORMATION                                                                       
Shares                                                                                  
 
 Sold                                                        94,593        91,580       
 
 Issued in reinvestment of distributions                     7,806         12,633       
 
 Redeemed                                                    (94,757)      (84,079)     
 
 Net increase (decrease)                                     7,642         20,134       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                              <C>                   <C>       <C>      <C>      <C>      
FINANCIAL HIGHLIGHTS
                                                          YEARS ENDED JULY 31,                                       
 
                                 1998                  1997      1996     1995     1994     
 
SELECTED PER-SHARE DATA                                                                     
 
Net asset value, beginning       $ 38.46               $ 31.20   $ 31.09  $ 22.42  $ 25.90  
of period                                                                                   
 
Income from Investment                                                                      
Operations                                                                                  
 
 Net investment income (loss)     (.12) C               (.05) C   .13      .09      .12     
 
 Net realized and                 4.21                  11.71     1.80     8.79     (.08)   
 unrealized gain (loss)                                                                     
 
 Total from investment            4.09                  11.66     1.93     8.88     .04     
 operations                                                                                 
 
Less Distributions                                                                          
 
 From net investment income       -                     (.08)     (.02)    (.09)    (.12)   
 
 From net realized gain           (2.52)                (4.32)    (1.80)   (.12)    (3.40)  
 
 Total distributions              (2.52)                (4.40)    (1.82)   (.21)    (3.52)  
 
Net asset value, end             $ 40.03               $ 38.46   $ 31.20  $ 31.09  $ 22.42  
of period                                                                                   
 
TOTAL RETURN A, B                 11.87%                41.43%    6.43%    39.98%   (.36)%  
 
RATIOS AND SUPPLEMENTAL DATA                                                                
 
Net assets, end of period        $ 4,493               $ 4,023   $ 2,635  $ 2,110  $ 1,230  
(in millions)                                                                               
 
Ratio of expenses to average      .76%                  .85%      .83%     .82%     .89%    
net assets                                                                                  
 
Ratio of expenses to average      .75% D                .84% D    .82% D   .81% D   .88% D  
net assets after expense                                                                    
reductions                                                                                  
 
Ratio of net investment income    (.32)%                (.15)%    .42%     .35%     .48%    
(loss) to average net assets                                                                
 
Portfolio turnover rate           125%                  147%      133%     62%      222%    
 
Average commission rate E        $ .0345               $ .0314                              
 
</TABLE>
 
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D 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).
E 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, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity OTC Portfolio (the fund) is a fund of Fidelity Securities
Fund (the trust) and is authorized to issue an unlimited number of
shares. The trust is registered under the Investment Company Act of
1940, as amended, 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 require 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. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. 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
among the funds in the trust.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Under the Plan, deferred amounts are treated as though
equivalent dollar amounts had been invested in shares of a
cross-section of Fidelity funds, including shares of the fund.
Deferred amounts remain in the fund until distributed in accordance
with the Plan.
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, net operating losses 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 undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences that will reverse in a subsequent period. Any taxable
income or gain remaining at fiscal year end is distributed in the
following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements 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 
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
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 Fidelity Investments Money Management, Inc., 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 earned 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).
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $5,155,253,000 and $5,082,292,000, 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 .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
(plus/minus).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 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
rate of .50% 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 $594,000 on sales of shares of the fund all of which
was retained by FDC.
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 $147,000 for the
period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. Under the most
restrictive arrangement, the fund must pledge to the bank securities
having a market value in excess of 220% of the total bank borrowings.
The interest rate on the borrowings is the bank's base rate, as
revised from time to time. The maximum loan and the average daily loan
balance during the period for which the loan was outstanding amounted
to $5,498,000. The weighted average interest rate was 5.85%.
6. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $235,000 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 $9,000and $248,000, respectively, under these arrangements.
7. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS
 PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME 
Credence Systems Corp.  $ 11,364 $ 20,264 $ - $ -
Etec Systems, Inc.   -  4,168  -  -
Galileo Technology Ltd.   60  -  -  13,010
Gymboree Corp.   3,094  8,456  -  -
Lattice Semiconductor Corp.   6,980  8,085  -  36,638
TOTALS  $ 21,498 $ 40,973 $ - $ 49,648
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity OTC Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity OTC Fund (a fund of Fidelity Securities Fund) at July 31,
1998, the results of its operations, the changes in its net assets and
the financial highlights for the periods indicated, in conformity with
generally accepted accounting principles. These financial statements
and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fidelity OTC Fund 's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which
included confirmation of securities at 
July 31, 1998 by correspondence with the custodian and brokers,
provide a reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP        PricewaterhouseCoopers LLP
Boston, Massachusetts
September 9, 1998
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity OTC Portfolio voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:
 
PAY DATE      9/08/97 12/29/97 9/08/98
 
RECORD DATE   9/05/97 12/26/97 9/04/98
 
DIVIDENDS     $ -     $ -      $-
 
SHORT-TERM
CAPITAL GAINS $ .21   $ .90    $ .81
 
LONG-TERM
CAPITAL GAINS $ .86   $ .55    $1.57
 
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate 78.44% 56.41%
 20% rate 21.56% 43.59%
A total of 8.01% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentages for use in preparing 1998 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 Xpress(registered trademark) provides 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.
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
 
1 For mutual fund and brokerage trading.
 
2 For quotes.*
 
3 For account balances and holdings.
 
4 To review orders and mutual 
fund activity.
 
5 To change your PIN.
 
*0  To speak to a Fidelity representative.
 
 
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.
(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 and we'll send you an America Online CD or disk with up
to 50 free hours of Web access.
(COMPUTER_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
 
 
If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and
send you written confirmation upon completion of your request.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
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.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
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
Abigail Johnson, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
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
 
OTC-ANN-0998 60532
1.536191.101
 
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Contrafund II
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational Fund
Fidelity Fifty SM
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 Selector
Small Cap Stock Fund
Stock Selector
TechnoQuant SM 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)
TouchTone Xpress (registered trademark)  1-800-544-5555
 AUTOMATED LINE FOR QUICKEST SERVICE
 
(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com
 
 
FIDELITY
DIVIDEND GROWTH
FUND
ANNUAL REPORT
JULY 31, 1998 
(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
CONTENTS
 
 
PRESIDENT'S MESSAGE     3   Ned Johnson on investing strategies.        
 
PERFORMANCE             4   How the fund has done over time.            
 
FUND TALK               6   The manager's review of fund                
                            performance, strategy and outlook.          
 
INVESTMENT CHANGES      9   A summary of major shifts in the fund's     
                            investments over the past six months.       
 
INVESTMENTS             10  A complete list of the fund's investments   
                            with their market values.                   
 
FINANCIAL STATEMENTS    18  Statements of assets and liabilities,       
                            operations, and changes in net assets,      
                            as well as financial highlights.            
 
NOTES                   22  Notes to the financial statements.          
 
REPORT OF INDEPENDENT   27  The auditors' opinion.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           28                                              
 
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:
So far, 1998 has been a year of considerable volatility in the U.S.
stock and bond markets. In the first quarter, the U.S. stock market
soared as inflation and interest rates remained stable, while the
economy maintained strong growth. By summer, however, investors began
to exercise caution relative to the troublesome Asian economic climate
and reports of concerns about corporate earnings domestically. Market
volatility and low interest rates were also the main stories in the
bond market, with many investors moving assets to highly rated U.S.
Treasuries. 
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
PERIODS ENDED JULY 31, 1998     PAST 1  PAST 5   LIFE OF   
                                YEAR    YEARS    FUND      
 
Fidelity Dividend Growth        23.81%  224.96%  250.96%   
 
S&P 500 (registered trademark)  19.29%  180.53%  189.19%   
 
Growth Funds Average            13.15%  136.52%  n/a       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on 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 returns 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 908 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, 1998       PAST 1  PAST 5  LIFE OF   
                                  YEAR    YEARS   FUND      
 
Fidelity Dividend Growth          23.81%  26.58%  26.94%    
 
S&P 500                           19.29%  22.91%  22.36%    
 
Growth Funds Average              13.15%  18.42%  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
             Dividend Growth             S&P 500
             00330                       SP001
  1993/04/27      10000.00                    10000.00
  1993/04/30      10150.00                    10051.03
  1993/05/31      10480.00                    10320.39
  1993/06/30      10700.00                    10350.32
  1993/07/31      10800.00                    10308.92
  1993/08/31      11550.00                    10699.63
  1993/09/30      11820.00                    10617.24
  1993/10/31      12080.00                    10837.02
  1993/11/30      11680.00                    10734.07
  1993/12/31      12171.52                    10863.95
  1994/01/31      12493.15                    11233.32
  1994/02/28      12302.18                    10928.90
  1994/03/31      11715.49                    10452.40
  1994/04/30      11786.37                    10586.19
  1994/05/31      11604.11                    10759.80
  1994/06/30      11310.46                    10496.19
  1994/07/31      11826.87                    10840.46
  1994/08/31      12616.68                    11284.92
  1994/09/30      12485.05                    11008.44
  1994/10/31      13041.96                    11256.13
  1994/11/30      12474.92                    10846.18
  1994/12/31      12691.18                    11007.03
  1995/01/31      12732.22                    11292.45
  1995/02/28      13142.60                    11732.51
  1995/03/31      13768.44                    12078.74
  1995/04/30      14404.54                    12434.46
  1995/05/31      14907.26                    12931.46
  1995/06/30      15728.03                    13231.86
  1995/07/31      16456.47                    13670.63
  1995/08/31      16528.28                    13704.94
  1995/09/30      16956.49                    14283.29
  1995/10/31      16359.88                    14232.30
  1995/11/30      17176.30                    14857.10
  1995/12/31      17454.52                    15143.25
  1996/01/31      17928.35                    15658.72
  1996/02/29      18479.31                    15803.88
  1996/03/31      18964.16                    15956.07
  1996/04/30      19845.70                    16191.26
  1996/05/31      20484.81                    16608.83
  1996/06/30      19933.85                    16672.11
  1996/07/31      18997.21                    15935.54
  1996/08/31      19614.29                    16271.62
  1996/09/30      20604.68                    17187.39
  1996/10/31      21100.90                    17661.42
  1996/11/30      22533.19                    18996.44
  1996/12/31      22715.29                    18620.12
  1997/01/31      23405.00                    19783.51
  1997/02/28      23472.84                    19938.61
  1997/03/31      22443.92                    19119.33
  1997/04/30      23631.13                    20260.76
  1997/05/31      24987.95                    21494.23
  1997/06/30      26141.23                    22457.17
  1997/07/31      28346.05                    24244.09
  1997/08/31      27091.00                    22885.94
  1997/09/30      28589.46                    24139.40
  1997/10/31      27906.19                    23333.14
  1997/11/30      28757.28                    24413.23
  1997/12/31      29052.83                    24832.41
  1998/01/31      29926.78                    25107.06
  1998/02/28      32286.47                    26917.78
  1998/03/31      33784.68                    28296.24
  1998/04/30      34321.54                    28580.90
  1998/05/31      34021.90                    28089.59
  1998/06/30      35183.01                    29230.59
  1998/07/31      35095.62                    28919.28
IMATRL PRASUN   SHR__CHT 19980731 19980811 152025 R00000000000067
$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, 1998, the value of the
investment would have grown to $35,096 - a 250.96% increase on the
initial investment. For comparison, look at how the Standard & Poor's
500 Index did over the same period. With dividends and capital gains,
if any, reinvested, the same $10,000 would have grown to $28,919 - a
189.19% 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
For the most part, the past 12 
months have been witness to solid 
gains and record-setting stock 
market performance in the U.S. 
Despite that, the final few weeks 
of the period ending July 31, 1998, 
left many investors asking "What 
have you done for me lately?" For 
the 12-month period, the Standard 
& Poor's 500 Index - a measure 
of the U.S. stock market - 
produced a return of 19.29%. But 
whether one of the longest 
running bull markets in recent 
history is now an endangered 
species remains to be seen. 
There have been some 
extraordinary highs and lows in 
the equity market over the past 12 
months. In late October, the Dow 
Jones Industrial Average fell 
550-plus points in one trading 
session. That, however, was 
quickly overcome by the first 
quarter of 1998 as investors in 
stocks were rewarded with strong 
gains and an upward trend in 
stock prices. But despite low 
interest rates, a strong economy 
and tame inflation domestically, 
investor uncertainty over 
corporate earnings reports and 
the Asian market upheaval 
began to have a tangible effect on 
our markets at home. After hitting 
a record of 9337.97 on July 17, 
1998, the Dow Jones Industrial 
Average racked up losses of over 
400 points the week of July 
20th. Still, the 12-month S&P 
return of 19.29% is nearly twice 
that of the stock market's historical 
annual performance.
An interview with Charles Mangum, Portfolio Manager of Fidelity
Dividend Growth Fund 
Q. HOW DID THE FUND PERFORM, CHARLES?
A. Very well. For the 12 months that ended July 31, 1998, the fund
produced a return of 23.81%. This topped the growth funds average,
which returned 13.15% during the same period, according to Lipper
Analytical Services. The fund also beat the Standard & Poor's 500
Index, which returned 19.29%.
Q. WHAT FACTORS HELPED THE FUND?
A. The fund's emphasis on what I call "stable growth" areas - namely
the health, retail and consumer nondurable sectors - boosted
performance. In particular, the fund's concentration on health stocks
- - which accounted for around 20% of the portfolio - was very
beneficial. While many sectors experienced earnings difficulties
during the period, the health sector - for the most part - was able to
maintain a degree of earnings momentum. 
Q. FINANCE STOCKS ALSO REPRESENTED A CONSIDERABLE CHUNK OF THE
PORTFOLIO, AT AROUND 19% AT THE END OF THE PERIOD. HOW DID THESE
STOCKS PERFORM?
A. It's been a mixed bag, mostly because the climate for financial
stocks has been so challenging. Concern over the depressed economies
of Southeast Asia played a role, as did the abundance of merger
activity we've seen within the group and the accompanying questions
concerning how smoothly the involved companies can integrate
themselves. The huge Travelers/Citicorp merger, for instance, will be
watched quite closely. In terms of portfolio holdings, Citicorp was a
positive contributor, while First International Bancorp was somewhat
flat.
Q. YOU BUMPED UP THE FUND'S ENERGY-RELATED INVESTMENTS DURING THE
PERIOD. WHY?
A. I added to the fund's oil-related positions - particularly during
the last three months of the period - as the price of oil dropped. Oil
typically hovers in the $18 per barrel price range, but a slowdown in
demand from Asia - among other factors - sent the price down to around
$12. Because I felt that oil prices would rise again, I bolstered the
fund's positions in French oil company Total, as well as British
Petroleum.
Q. OVER THE LAST SIX MONTHS, YOU REDUCED THE FUND'S TECHNOLOGY
EXPOSURE FROM AROUND 14% TO JUST UNDER 10%. WHY?
A. Throughout the period, the performance of the technology sector was
greatly influenced by both developments in Southeast Asia and investor
perceptions. I had bulked up the fund's technology stake during the
fourth quarter of 1997, when the problems in Southeast Asia presented
some interesting buying opportunities. In the first quarter of 1998,
many technology stocks reverted to their high valuations of 1997, and
there was this general assumption that Southeast Asia might not be as
big a problem as originally thought. However, as we entered the spring
of 1998, the depressed economies of Southeast Asia had again caused
concern and demand for technology products and services faded. As a
result, I cut back the fund's exposure to certain technology-related
investments, including Linear Technology, Texas Instruments and Dell.
Q. WHICH INDIVIDUAL STOCKS PERFORMED WELL? WHICH DIDN'T?
A. American Home Products, the fund's largest position at the end of
the period, performed well. The company, which makes the popular pain
reliever Advil, benefited from strong product introductions and steady
earnings. Retailers Wal-Mart and Proffitts also fared well.
Disappointments, on the other hand, included technology companies
Oracle and Molex, both of which were hurt by the problems in Asia.
Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS? 
A. In terms of the portfolio itself, I don't anticipate any major
changes. Similar to the opportunity I found with oil stocks toward the
end of the period, I'll be looking to make opportunistic investments.
I may consider some economically sensitive stocks that have been
beaten down, as well as some high-quality names that have had
difficult performance stretches. My approach has always been to look
for stocks that offer an attractive combination of valuation and
earnings growth.
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.
 
 
 
CHARLES MANGUM OFFERS HIS 
PHILOSOPHY ON ASSESSING 
PHARMACEUTICAL STOCKS:
"Pharmaceutical stocks have 
enjoyed a nice run over the last 
few years for a variety of reasons. 
One that immediately comes to 
mind is the never-ending pipeline 
of successful products. When I 
visit drug companies, I get 
bombarded with details on new 
product introductions. When I get 
back to my office, that's when I 
start to sort through which 
products may or may not have a 
chance of helping the company.
"My first step is to look at the 
situation from a competitive 
standpoint. I try to get a feel for 
the marketplace for that 
particular drug, as well as what the 
company's competitors are doing. 
If the company has a strong 
product for a particular market 
niche, that's a favorable situation. 
I also try to make a judgment on 
the company's sales force, and try 
to pinpoint what types of products 
the sales force has had success 
with in the past. I've found that it's 
easier to sell a product that gives 
users symptomatic relief, i.e. it 
relieves pain or reduces blood 
pressure. On the other hand, it's 
much tougher to sell a drug, for 
example, that can help prevent 
osteoporosis. The effects of such a 
product will most likely take a long 
time to materialize. Lastly, I try to 
gauge what the market perception 
is for the product versus my 
analysis." 
FUND FACTS
GOAL: to increase the value of 
the fund's shares by investing 
mainly in equity securities of 
companies that have the 
potential to increase their 
current dividend or begin 
paying a dividend
FUND NUMBER: 330
TRADING SYMBOL: FDGFX
START DATE: April 27, 1993
SIZE: as of July 31, 1998, 
more than $7.3 billion
MANAGER: Charles Mangum, 
since 1997; manager, Fidelity 
OTC Portfolio, 1996-1997; 
Fidelity Convertible Securities 
Fund, 1995-1996; Fidelity 
Select Health Care Portfolio, 
1992-1995; joined Fidelity 
in 1990
(checkmark)
INVESTMENT CHANGES 
 
 
 
 
TOP TEN STOCKS AS OF JULY 31, 1998                                         
 
                                    % OF FUND'S   % OF FUND'S INVESTMENTS  
                                    INVESTMENTS   IN THESE STOCKS          
                                                  6 MONTHS AGO             
 
American Home Products Corp.         4.8           5.5                     
 
Johnson & Johnson                    4.6           2.7                     
 
General Electric Co.                 3.5           3.1                     
 
Microsoft Corp.                      2.9           2.1                     
 
Fannie Mae                           2.3           0.7                     
 
Schering-Plough Corp.                2.2           5.5                     
 
Citicorp                             2.2           3.3                     
 
Wal-Mart Stores, Inc.                2.2           2.4                     
 
Norwest Corp.                        2.0           0.5                     
 
Philip Morris Companies, Inc.        1.9           1.4                     
 
 
<TABLE>
<CAPTION>
<S>                                          <C>           <C>                          
TOP FIVE MARKET SECTORS AS OF JULY 31, 1998                                             
 
                                             % OF FUND'S   % OF FUND'S INVESTMENTS IN   
                                             INVESTMENTS   THESE MARKET SECTORS 6       
                                                           MONTHS AGO                   
 
Health                                        20.2          20.3                        
 
Finance                                       19.1          16.3                        
 
Technology                                    9.5           13.7                        
 
Energy                                        8.4           5.8                         
 
Utilities                                     7.1           5.6                         
 
</TABLE>
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)               
 
AS OF JULY 31, 1998 * AS OF JANUARY 31, 1998 ** 
ROW: 1, COL: 1, VALUE: 96.8
ROW: 1, COL: 2, VALUE: 0.0
ROW: 1, COL: 3, VALUE: 3.2
STOCKS 93.2%
CONVERTIBLE
SECURITIES 1.9%
SHORT-TERM
INVESTMENTS 4.9%
FOREIGN
INVESTMENTS 4.2%
STOCKS 96.5%
CONVERTIBLE
SECURITIES 0.0%
SHORT-TERM
INVESTMENTS 3.5%
FOREIGN
INVESTMENTS 3.7%
ROW: 1, COL: 1, VALUE: 93.2
ROW: 1, COL: 2, VALUE: 1.9
ROW: 1, COL: 3, VALUE: 4.9
*
**
 
 
INVESTMENTS JULY 31, 1998  
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                 <C>         <C>         <C>              
COMMON STOCKS - 96.5%                                                                        
 
                                                    SHARES                  VALUE (NOTE 1)   
                                                                            (000S)           
 
AEROSPACE & DEFENSE - 4.6%                                                                   
 
AEROSPACE & DEFENSE - 2.1%                                                                   
 
AlliedSignal, Inc.                                   1,722,100              $ 74,911         
 
Cordant Technologies, Inc.                           882,700                 37,846          
 
Lockheed Martin Corp.                                150,000                 14,953          
 
Sundstrand Corp.                                     511,100                 26,737          
 
                                                                             154,447         
 
DEFENSE ELECTRONICS - 0.9%                                                                   
 
Raytheon Co. Class A                                 1,195,300               64,770          
 
SHIP BUILDING & REPAIR - 1.6%                                                                
 
General Dynamics Corp.                               2,450,000               116,528         
 
TOTAL AEROSPACE & DEFENSE                                                    335,745         
 
BASIC INDUSTRIES - 2.5%                                                                      
 
CHEMICALS & PLASTICS - 0.9%                                                                  
 
IMC Global, Inc.                                     1,846,400               47,199          
 
Sealed Air Corp. (a)                                 565,800                 22,632          
 
                                                                             69,831          
 
METALS & MINING - 0.9%                                                                       
 
Aluminum Co. of America                              983,700                 68,183          
 
PACKAGING & CONTAINERS - 0.7%                                                                
 
Owens Illinois, Inc. (a)                             1,106,800               48,838          
 
TOTAL BASIC INDUSTRIES                                                       186,852         
 
CONSTRUCTION & REAL ESTATE - 2.2%                                                            
 
BUILDING MATERIALS - 0.9%                                                                    
 
Masco Corp.                                          2,258,400               64,506          
 
REAL ESTATE - 0.1%                                                                           
 
Stewart Enterprises, Inc. Class A                    233,300                 5,300           
 
REAL ESTATE INVESTMENT TRUSTS - 1.2%                                                         
 
Alexandria Real Estate Equities, Inc.                312,000                 9,087           
 
Bedford Property Investors, Inc.                     277,500                 5,186           
 
Glenborough Realty Trust, Inc.                       771,200                 18,991          
 
Public Storage, Inc.                                 284,800                 7,547           
 
Simon Debartolo Group, Inc.                          300,000                 9,338           
 
COMMON STOCKS - CONTINUED                                                                    
 
                                                    SHARES                  VALUE (NOTE 1)   
                                                                            (000S)           
 
CONSTRUCTION & REAL ESTATE - CONTINUED                                                       
 
REAL ESTATE INVESTMENT TRUSTS - CONTINUED                                                    
 
Starwood Lodging Trust combined certificate (SBI)    860,000                $ 35,314         
 
Tanger Factory Outlet Centers, Inc.                  214,700                 6,159           
 
                                                                             91,622          
 
TOTAL CONSTRUCTION & REAL ESTATE                                             161,428         
 
DURABLES - 0.8%                                                                              
 
AUTOS, TIRES, & ACCESSORIES - 0.4%                                                           
 
AutoZone, Inc. (a)                                   792,300                 27,136          
 
CONSUMER ELECTRONICS - 0.4%                                                                  
 
Black & Decker Corp.                                 575,000                 32,703          
 
TOTAL DURABLES                                                               59,839          
 
ENERGY - 8.4%                                                                                
 
OIL & GAS - 8.4%                                                                             
 
Amoco Corp.                                          840,000                 35,070          
 
British Petroleum Co. PLC ADR                        914,889                 73,420          
 
Coastal Corp. (The)                                  1,039,800               34,053          
 
Cooper Cameron Corp. (a)                             1,639,700               57,492          
 
Exxon Corp.                                          810,000                 56,801          
 
Phillips Petroleum Co.                               1,931,000               85,326          
 
Royal Dutch Petroleum Co.                            400,000                 20,400          
 
Santa Fe Energy Resources, Inc.                      3,167,300               27,912          
 
Texaco, Inc.                                         1,010,000               61,421          
 
Total SA sponsored ADR                               2,339,000               133,762         
 
USX-Marathon Group                                   980,000                 33,443          
 
                                                                             619,100         
 
FINANCE - 19.1%                                                                              
 
BANKS - 6.8%                                                                                 
 
BankAmerica Corp.                                    1,166,000               104,649         
 
Citicorp                                             963,300                 163,761         
 
Comerica, Inc.                                       1,084,700               73,082          
 
North Fork Bancorp, Inc.                             432,000                 10,530          
 
Norwest Corp.                                        4,046,100               145,407         
 
                                                                             497,429         
 
COMMON STOCKS - CONTINUED                                                                    
 
                                                    SHARES                  VALUE (NOTE 1)   
                                                                            (000S)           
 
FINANCE - CONTINUED                                                                          
 
CREDIT & OTHER FINANCE - 1.5%                                                                
 
American Express Co.                                 108,392                $ 11,964         
 
Associates First Capital Corp.                       1,252,137               97,275          
 
                                                                             109,239         
 
FEDERAL SPONSORED CREDIT - 2.3%                                                              
 
Fannie Mae                                           2,781,100               172,428         
 
INSURANCE - 6.7%                                                                             
 
AFLAC, Inc.                                          1,961,600               67,430          
 
Allmerica Financial Corp.                            638,100                 42,673          
 
Allstate Corp.                                       282,400                 11,984          
 
AMBAC, Inc.                                          744,200                 43,350          
 
American International Group, Inc.                   292,500                 44,113          
 
Aon Corp.                                            471,400                 32,055          
 
Hartford Financial Services Group, Inc.              709,600                 36,944          
 
Lincoln National Corp.                               293,600                 28,112          
 
Marsh & McLennan Companies, Inc.                     225,000                 13,739          
 
MBIA, Inc.                                           5,600                   377             
 
MGIC Investment Corp.                                74,200                  3,979           
 
Protective Life Corp.                                532,000                 20,582          
 
SunAmerica, Inc.                                     135,000                 8,294           
 
Torchmark Corp.                                      1,152,600               50,498          
 
Travelers Property Casualty Corp. Class A            1,253,600               54,218          
 
UNUM Corp.                                           568,400                 29,948          
 
                                                                             488,296         
 
SAVINGS & LOANS - 1.3%                                                                       
 
Charter One Financial, Inc.                          1,680,050               54,707          
 
Washington Mutual, Inc.                              1,087,600               43,436          
 
                                                                             98,143          
 
SECURITIES INDUSTRY - 0.5%                                                                   
 
Merrill Lynch & Co., Inc.                            190,000                 18,525          
 
Morgan Stanley, Dean Witter, Discover and Co.        212,700                 18,518          
 
                                                                             37,043          
 
TOTAL FINANCE                                                                1,402,578       
 
HEALTH - 20.2%                                                                               
 
DRUGS & PHARMACEUTICALS - 10.8%                                                              
 
American Home Products Corp.                         6,890,600               354,863         
 
COMMON STOCKS - CONTINUED                                                                    
 
                                                    SHARES                  VALUE (NOTE 1)   
                                                                            (000S)           
 
HEALTH - CONTINUED                                                                           
 
DRUGS & PHARMACEUTICALS - CONTINUED                                                          
 
Amgen, Inc. (a)                                      839,900                $ 61,680         
 
Bristol-Myers Squibb Co.                             740,900                 84,416          
 
Merck & Co., Inc.                                    1,036,700               127,838         
 
Schering-Plough Corp.                                1,706,100               165,065         
 
                                                                             793,862         
 
MEDICAL EQUIPMENT & SUPPLIES - 7.4%                                                          
 
Cardinal Health, Inc.                                790,200                 75,909          
 
Guidant Corp.                                        130,000                 9,661           
 
Johnson & Johnson                                    4,382,700               338,564         
 
McKesson Corp.                                       896,900                 72,313          
 
Sofamor/Danek Group, Inc. (a)                        398,100                 33,888          
 
Stryker Corp.                                        308,800                 13,414          
 
                                                                             543,749         
 
MEDICAL FACILITIES MANAGEMENT - 2.0%                                                         
 
Columbia/HCA Healthcare Corp.                        3,499,000               99,722          
 
Foundation Health Systems, Inc. Class A (a)          171,900                 3,545           
 
HEALTHSOUTH Corp. (a)                                1,588,500               39,911          
 
                                                                             143,178         
 
TOTAL HEALTH                                                                 1,480,789       
 
INDUSTRIAL MACHINERY & EQUIPMENT - 6.3%                                                      
 
ELECTRICAL EQUIPMENT - 5.4%                                                                  
 
Emerson Electric Co.                                 490,000                 29,124          
 
General Electric Co.                                 2,844,400               254,040         
 
Honeywell, Inc.                                      923,900                 77,434          
 
Philips Electronics NV                               442,100                 36,114          
 
                                                                             396,712         
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%                                                      
 
Cooper Industries, Inc.                              900,000                 47,194          
 
Illinois Tool Works, Inc.                            265,100                 14,862          
 
                                                                             62,056          
 
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT                                       458,768         
 
COMMON STOCKS - CONTINUED                                                                    
 
                                                    SHARES                  VALUE (NOTE 1)   
                                                                            (000S)           
 
MEDIA & LEISURE - 1.4%                                                                       
 
BROADCASTING - 1.3%                                                                          
 
Clear Channel Communications, Inc. (a)               840,400                $ 47,220         
 
Time Warner, Inc.                                    499,200                 44,959          
 
                                                                             92,179          
 
PUBLISHING - 0.1%                                                                            
 
Times Mirror Co. Class A                             160,000                 9,610           
 
TOTAL MEDIA & LEISURE                                                        101,789         
 
NONDURABLES - 5.8%                                                                           
 
BEVERAGES - 0.1%                                                                             
 
Coca-Cola Co. (The)                                  100,000                 8,069           
 
FOODS - 1.0%                                                                                 
 
Hershey Foods Corp.                                  371,300                 23,438          
 
Quaker Oats Co.                                      643,100                 34,004          
 
Sara Lee Corp.                                       333,800                 16,732          
 
                                                                             74,174          
 
HOUSEHOLD PRODUCTS - 2.8%                                                                    
 
Alberto-Culver Co. Class A (c)                       3,417,500               77,748          
 
Clorox Co.                                           744,800                 76,342          
 
Gillette Co.                                         955,200                 50,029          
 
                                                                             204,119         
 
TOBACCO - 1.9%                                                                               
 
Philip Morris Companies, Inc.                        3,173,800               139,052         
 
TOTAL NONDURABLES                                                            425,414         
 
RETAIL & WHOLESALE - 6.0%                                                                    
 
APPAREL STORES - 0.4%                                                                        
 
Gap, Inc.                                            340,150                 20,281          
 
Saks Holdings, Inc. (a)                              343,900                 8,834           
 
                                                                             29,115          
 
DRUG STORES - 0.9%                                                                           
 
CVS Corp.                                            1,577,200               64,665          
 
GENERAL MERCHANDISE STORES - 3.8%                                                            
 
Proffitts, Inc. (a)                                  3,834,100               120,774         
 
Wal-Mart Stores, Inc.                                2,584,200               163,128         
 
                                                                             283,902         
 
COMMON STOCKS - CONTINUED                                                                    
 
                                                    SHARES                  VALUE (NOTE 1)   
                                                                            (000S)           
 
RETAIL & WHOLESALE - CONTINUED                                                               
 
GROCERY STORES - 0.4%                                                                        
 
Meyer (Fred), Inc. (a)                               625,800                $ 27,574         
 
RETAIL & WHOLESALE, MISCELLANEOUS - 0.5%                                                     
 
Home Depot, Inc.                                     820,000                 34,338          
 
TOTAL RETAIL & WHOLESALE                                                     439,594         
 
SERVICES - 1.6%                                                                              
 
ADVERTISING - 1.3%                                                                           
 
Omnicom Group, Inc.                                  1,805,800               94,805          
 
SERVICES - 0.3%                                                                              
 
Borg Warner Security Corp. (a)                       379,600                 7,284           
 
Robert Half International, Inc. (a)                  242,100                 12,892          
 
                                                                             20,176          
 
TOTAL SERVICES                                                               114,981         
 
TECHNOLOGY - 9.5%                                                                            
 
COMMUNICATIONS EQUIPMENT - 0.7%                                                              
 
Cisco Systems, Inc. (a)                              220,000                 21,065          
 
Lucent Technologies, Inc.                            345,600                 31,946          
 
                                                                             53,011          
 
COMPUTER SERVICES & SOFTWARE - 3.7%                                                          
 
Microsoft Corp. (a)                                  1,962,100               215,708         
 
Oracle Corp. (a)                                     1,320,000               34,980          
 
Shared Medical Systems Corp.                         302,000                 20,498          
 
                                                                             271,186         
 
COMPUTERS & OFFICE EQUIPMENT - 1.6%                                                          
 
Dell Computer Corp. (a)                              338,600                 36,770          
 
Pitney-Bowes, Inc.                                   730,800                 36,905          
 
Quantum Corp. (a)                                    526,100                 9,207           
 
Xerox Corp.                                          357,400                 37,728          
 
                                                                             120,610         
 
ELECTRONIC INSTRUMENTS - 0.1%                                                                
 
DBT Online, Inc. (a)                                 195,000                 4,314           
 
ELECTRONICS - 3.4%                                                                           
 
Intel Corp.                                          1,399,900               118,204         
 
Linear Technology Corp.                              100,000                 5,981           
 
COMMON STOCKS - CONTINUED                                                                    
 
                                                    SHARES                  VALUE (NOTE 1)   
                                                                            (000S)           
 
TECHNOLOGY - CONTINUED                                                                       
 
ELECTRONICS - CONTINUED                                                                      
 
Molex, Inc.                                          3,243,975              $ 85,357         
 
Texas Instruments, Inc.                              701,300                 41,596          
 
                                                                             251,138         
 
TOTAL TECHNOLOGY                                                             700,259         
 
TRANSPORTATION - 1.0%                                                                        
 
AIR TRANSPORTATION - 0.1%                                                                    
 
Virgin Express Holdings PLC sponsored ADR            486,500                 5,990           
 
RAILROADS - 0.9%                                                                             
 
Burlington Northern Santa Fe Corp.                   305,400                 31,437          
 
CSX Corp.                                            259,300                 10,485          
 
Norfolk Southern Corp.                               905,400                 27,049          
 
                                                                             68,971          
 
TOTAL TRANSPORTATION                                                         74,961          
 
UTILITIES - 7.1%                                                                             
 
ELECTRIC UTILITY - 1.0%                                                                      
 
Duke Energy Corp.                                    499,900                 28,557          
 
LG&E Energy Corp.                                    951,223                 23,186          
 
PG&E Corp.                                           787,000                 23,954          
 
                                                                             75,697          
 
GAS - 0.0%                                                                                   
 
ONEOK, Inc.                                          31,171                  1,064           
 
TELEPHONE SERVICES - 6.1%                                                                    
 
AT&T Corp.                                           1,507,600               91,398          
 
BellSouth Corp.                                      1,240,000               84,708          
 
GTE Corp.                                            1,112,900               60,514          
 
MCI Communications Corp.                             1,580,000               102,305         
 
SBC Communications, Inc.                             2,581,212               105,507         
 
                                                                             444,432         
 
TOTAL UTILITIES                                                              521,193         
 
TOTAL COMMON STOCKS                                              7,083,290                   
(Cost $5,903,737)                                                                            
 
</TABLE>
 
INTERFUND LOAN - 0.3%                                                 
 
                                                     VALUE (NOTE 1)   
                                                     (000S)           
 
With Fidelity Select Retailing Portfolio,            $ 23,837         
at 5.81%, due 8/03/98                                                 
(Cost $23,837)                                                        
 
CASH EQUIVALENTS - 3.2%                                                     
 
                                       SHARES                               
 
Taxable Central Cash Fund (b)           234,906,791                234,907  
(Cost $234,907)                                                             
 
TOTAL INVESTMENT IN SECURITIES - 100%                $ 7,342,034            
(Cost $6,162,481)                                                           
 
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 5.62%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) Affiliated company (see Note 7 of Notes to Financial Statements).
INCOME TAX INFORMATION
At July 31, 1998, the aggregate cost of investment securities for
income tax purposes was $6,187,546,000. Net unrealized appreciation
aggregated $1,154,488,000, of which $1,287,458,000 related to
appreciated investment securities and $132,970,000 related to
depreciated investment securities.
The fund hereby designates approximately $150,121,000 as a capital
gain dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                            <C>       <C>          
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT)                         JULY 31, 1998                          
 
ASSETS                                                                                
 
Investment in securities, at value (cost $6,162,481) -                   $ 7,342,034  
See accompanying schedule                                                             
 
Cash                                                                      1,533       
 
Receivable for investments sold                                           77,681      
 
Receivable for fund shares sold                                           33,720      
 
Dividends receivable                                                      8,354       
 
Interest receivable                                                       1,449       
 
Other receivables                                                         40          
 
 TOTAL ASSETS                                                             7,464,811   
 
LIABILITIES                                                                           
 
Payable for investments purchased                              $ 64,393               
 
Payable for fund shares redeemed                                23,694                
 
Accrued management fee                                          3,719                 
 
Other payables and accrued expenses                             1,773                 
 
 TOTAL LIABILITIES                                                        93,579      
 
NET ASSETS                                                               $ 7,371,232  
 
Net Assets consist of:                                                                
 
Paid in capital                                                          $ 5,589,796  
 
Undistributed net investment income                                       25,375      
 
Accumulated undistributed net realized gain (loss) on                     576,508     
investments and foreign currency transactions                                         
 
Net unrealized appreciation (depreciation) on investments                 1,179,553   
 
NET ASSETS, for 262,196 shares outstanding                               $ 7,371,232  
 
NET ASSET VALUE, offering price and redemption price                      $28.11      
per share ($7,371,232 (divided by) 262,196 shares)                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                           <C>       <C>          
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS                                    YEAR ENDED JULY 31, 1998                                       
 
INVESTMENT INCOME                                                       $ 67,067     
Dividends (including $685 received from affiliated issuers)                          
 
Interest                                                                 12,994      
 
 TOTAL INCOME                                                            80,061      
 
EXPENSES                                                                             
 
Management fee                                                $ 31,366               
Basic fee                                                                            
 
 Performance adjustment                                        3,114                 
 
Transfer agent fees                                            10,835                
 
Accounting fees and expenses                                   812                   
 
Non-interested trustees' compensation                          19                    
 
Custodian fees and expenses                                    117                   
 
Registration fees                                              931                   
 
Audit                                                          53                    
 
Legal                                                          21                    
 
Miscellaneous                                                  19                    
 
 Total expenses before reductions                              47,287                
 
 Expense reductions                                            (1,455)   45,832      
 
NET INVESTMENT INCOME                                                    34,229      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                  
Net realized gain (loss) on:                                                         
 
 Investment securities (including realized loss of $11,706     743,606               
 on sales of investments in affiliated issuers)                                      
 
 Foreign currency transactions                                 359       743,965     
 
Change in net unrealized appreciation (depreciation) on                  341,085     
investment securities                                                                
 
NET GAIN (LOSS)                                                          1,085,050   
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                         $ 1,119,279  
FROM OPERATIONS                                                                      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                      <C>           <C>           
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS                                     YEAR ENDED    YEAR ENDED    
                                                         JULY 31,      JULY 31,      
                                                         1998          1997          
 
INCREASE (DECREASE) IN NET ASSETS                                                    
 
Operations                                               $ 34,229      $ 26,445      
Net investment income                                                                
 
 Net realized gain (loss)                                 743,965       268,769      
 
 Change in net unrealized appreciation (depreciation)     341,085       795,165      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          1,119,279     1,090,379    
FROM OPERATIONS                                                                      
 
Distributions to shareholders                             (26,753)      (8,329)      
From net investment income                                                           
 
 From net realized gain                                   (391,699)     (28,170)     
 
 TOTAL DISTRIBUTIONS                                      (418,452)     (36,499)     
 
Share transactions                                        4,628,616     3,929,111    
Net proceeds from sales of shares                                                    
 
 Reinvestment of distributions                            412,992       36,073       
 
 Cost of shares redeemed                                  (2,738,785)   (1,871,351)  
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          2,302,823     2,093,833    
FROM SHARE TRANSACTIONS                                                              
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 3,003,650     3,147,713    
 
NET ASSETS                                                                           
 
 Beginning of period                                      4,367,582     1,219,869    
 
 End of period (including undistributed net investment   $ 7,371,232   $ 4,367,582   
income of $25,375 and $20,704, respectively)                                         
 
OTHER INFORMATION                                                                    
Shares                                                                               
 
 Sold                                                     177,628       192,987      
 
 Issued in reinvestment of distributions                  17,960        2,034        
 
 Redeemed                                                 (107,573)     (91,579)     
 
 Net increase (decrease)                                  88,015        103,442      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                               <C>                   <C>       <C>       <C>        <C>        
FINANCIAL HIGHLIGHTS
                                                           YEARS ENDED JULY 31,                                            
 
                                  1998                  1997      1996      1995       1994       
 
SELECTED PER-SHARE DATA                                                                           
 
Net asset value, beginning        $ 25.07               $ 17.24   $ 16.04   $ 11.68    $ 10.80    
of period                                                                                         
 
Income from Investment                                                                            
Operations                                                                                        
 
 Net investment income             .17 B                 .20 B     .11       .05        .02       
 
 Net realized and unrealized       5.21                  8.09      2.25      4.47       1.01      
 gain (loss)                                                                                      
 
 Total from investment             5.38                  8.29      2.36      4.52       1.03      
 operations                                                                                       
 
Less Distributions                                                                                
 
 From net investment income        (.15)                 (.09)     (.09)     (.01)      (.01)     
 
 From net realized gain            (2.19)                (.37)     (1.07)    (.15)      -         
 
 In excess of net realized gain    -                     -         -         -          (.14)     
 
 Total distributions               (2.34)                (.46)     (1.16)    (.16)      (.15)     
 
Net asset value, end of period    $ 28.11               $ 25.07   $ 17.24   $ 16.04    $ 11.68    
 
TOTAL RETURN  A                    23.81%                49.21%    15.44%    39.14%     9.51%     
 
RATIOS AND SUPPLEMENTAL DATA                                                                      
 
Net assets, end of period         $ 7,371               $ 4,368   $ 1,220   $ 465      $ 72       
(in millions)                                                                                     
 
Ratio of expenses to average       .89%                  .95%      1.02%     1.21%      1.43%     
net assets                                                                                        
 
Ratio of expenses to average       .86%  C               .92%  C   .99%  C   1.19%  C   1.40%  C  
net assets after expense                                                                          
reductions                                                                                        
 
Ratio of net investment income     .64%                  .99%      .86%      .78%       .13%      
to average net assets                                                                             
 
Portfolio turnover rate            109%                  141%      129%      162%       291%      
 
Average commission rate  D        $ .0437               $ .0419                                   
 
</TABLE>
 
F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIOD SHOWN (SEE NOTE 6 OF NOTES TO FINANCIAL
STATEMENTS).
G NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
H 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).
I 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, 1998 
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Dividend Growth Fund (the fund) is a fund of Fidelity
Securities Fund (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as 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 require 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. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts , disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
date. 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
among 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.
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.
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 Fidelity Investments Money Management, Inc., 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 earned by the fund are recorded
as interest income in the accompanying financial statements.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by
the SEC, the fund, along with other registered investment companies
having management contracts with FMR, may participate in an interfund
lending program. This program provides an alternative credit facility
allowing the fund to borrow from, or lend money to, other
participating funds.
RESTRICTED SECURITIES. The fund is permitted to invest in 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 $7,360,480,000 and $5,552,703,000, 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 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
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
(plus/minus).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 .20% 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 $1,502,000 for the
period.
5. INTERFUND LENDING PROGRAM.
The fund participated in the interfund lending program as a lender.
The maximum loan and the average daily loan balances during the period
for which loans were outstanding amounted to $24,920,000 and
$23,805,000, respectively. The weighted average interest rate was
5.80%. Interest earned from the interfund lending program amounted to
$12,000 and is included in interest income on the Statement of
Operations.
6. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $1,332,000 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 $3,000 and $120,000, respectively, under these
arrangements.
7. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
DOLLAR AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME 
Alberto-Culver Co. Class A  $ 49,002 $ - $ 598 $ 77,748
American Pad & Paper Co.   2,743  13,631  -  -Integramed America, Inc. 
 -  -  -  -Primex Technologies, Inc.   -  749  87  -
TOTALS  $ 51,745 $ 14,380 $ 685 $ 77,748
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity Dividend Growth Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Dividend Growth Fund (a fund of Fidelity Securities Fund) at
July 31, 1998, and the results of its operations, the changes in its
net assets and the financial highlights for the periods indicated, in
conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fidelity
Dividend Growth Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at 
July 31, 1998 by correspondence with the custodian and brokers,
provide a reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP    PricewaterhouseCoopers LLP
Boston, Massachusetts
September 9, 1998
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Dividend Growth Fund voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:
 
PAY DATE      9/08/97 12/29/97 9/08/98
 
RECORD DATE   9/05/97 12/26/97 9/04/98
 
DIVIDENDS     $.10    $.05     $.08
 
SHORT-TERM
CAPITAL GAINS $.83    $.68     $1.36
 
LONG-TERM
CAPITAL GAINS $.48    $.20     $.55
 
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate 56.76% 49.78%
 20% rate 43.24% 50.22%
A total of 0.38% 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 15.72% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentages for use in preparing 1998 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 Xpress(registered trademark) provides 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.
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
1 For mutual fund and brokerage trading.
 
2 For quotes.*
 
3 For account balances and holdings.
 
4 To review orders and mutual 
fund activity.
 
5 To change your PIN.
 
*0  To speak to a Fidelity representative.
 
 
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.
(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 and we'll send you an America Online CD or disk with up
to 50 free hours of Web access.
(COMPUTER_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 VISIT FIDELITY
 
 
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
48 West Putnam Avenue
Greenwich, CT
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
8880 Tamiami Trail, North
Naples, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, FL
GEORGIA
3445 Peachtree 
Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
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
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
 
Fidelity Brokerage Services, Inc.
100 Summer St., Boston, MA 02110  Member NYSE/SIPC
 
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
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
OREGON
16850 SW 72 Avenue 
Tigard, 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
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
 
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
Abigail P. Johnson, Vice President
Charles A. Mangum, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
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
 
DGF-ANN-0998  60539
1.536090.101
 
CUSTODIAN
Brown Brothers Harriman & Co. 
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Contrafund II
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational Fund
Fidelity Fifty SM
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 Selector
Small Cap Stock Fund
Stock Selector
TechnoQuant SM 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)
TouchTone Xpress (registered trademark)  1-800-544-5555
 AUTOMATED LINE FOR QUICKEST SERVICE
 
(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com
 
 
FIDELITY
GROWTH & INCOME
PORTFOLIO
ANNUAL REPORT
JULY 31, 1998
(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
CONTENTS
 
 
PRESIDENT'S MESSAGE     3   Ned Johnson on investing strategies.        
 
PERFORMANCE             4   How the fund has done over time.            
 
FUND TALK               6   The manager's review of fund                
                            performance, strategy and outlook.          
 
INVESTMENT CHANGES      9   A summary of major shifts in the fund's     
                            investments over the past six months.       
 
INVESTMENTS             10  A complete list of the fund's investments   
                            with their market values.                   
 
FINANCIAL STATEMENTS    23  Statements of assets and liabilities,       
                            operations, and changes in net assets,      
                            as well as financial highlights.            
 
NOTES                   27  Notes to the financial statements.          
 
REPORT OF INDEPENDENT   31  The auditors' opinion.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           32                                              
 
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:
So far, 1998 has been a year of considerable volatility in the U.S.
stock and bond markets. In the first quarter, the U.S. stock market
soared as inflation and interest rates remained stable, while the
economy maintained strong growth. By summer, however, investors began
to exercise caution relative to the troublesome Asian economic climate
and reports of concerns about corporate earnings domestically. Market
volatility and low interest rates were also the main stories in the
bond market, with many investors moving assets to highly rated U.S.
Treasuries. 
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
PERIODS ENDED JULY 31, 1998     PAST 1  PAST 5   PAST 10  
                                YEAR    YEARS    YEARS    
 
Fidelity Growth & Income        19.06%  165.33%  494.68%  
 
S&P 500 (registered trademark)  19.29%  180.53%  445.15%  
 
Growth & Income Funds Average   11.37%  133.26%  322.99%  
 
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
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 and 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 689 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, 1998         PAST 1  PAST 5  PAST 10  
                                    YEAR    YEARS   YEARS    
 
Fidelity Growth & Income            19.06%  21.55%  19.52%   
 
S&P 500                             19.29%  22.91%  18.48%   
 
Growth & Income Funds Average       11.37%  18.33%  15.34%   
 
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
             Growth & Income             S&P 500
             00027                       SP001
  1988/07/31      10000.00                    10000.00
  1988/08/31       9883.24                     9660.00
  1988/09/30      10241.17                    10071.52
  1988/10/31      10442.25                    10351.50
  1988/11/30      10289.71                    10203.48
  1988/12/31      10436.26                    10382.04
  1989/01/31      11089.84                    11142.00
  1989/02/28      10970.37                    10864.57
  1989/03/31      11309.40                    11117.71
  1989/04/30      11791.55                    11694.72
  1989/05/31      12344.61                    12168.36
  1989/06/30      12429.47                    12099.00
  1989/07/31      13265.73                    13191.54
  1989/08/31      13551.63                    13450.09
  1989/09/30      13478.86                    13394.95
  1989/10/31      13052.97                    13084.18
  1989/11/30      13269.65                    13351.10
  1989/12/31      13525.55                    13671.53
  1990/01/31      12816.58                    12754.17
  1990/02/28      13013.51                    12918.70
  1990/03/31      13242.09                    13261.04
  1990/04/30      12900.52                    12929.52
  1990/05/31      13853.76                    14190.14
  1990/06/30      13789.37                    14093.65
  1990/07/31      13693.28                    14048.55
  1990/08/31      12524.15                    12778.56
  1990/09/30      11801.97                    12156.25
  1990/10/31      11777.39                    12103.97
  1990/11/30      12359.29                    12885.89
  1990/12/31      12606.29                    13245.41
  1991/01/31      13757.59                    13822.91
  1991/02/28      14917.17                    14811.25
  1991/03/31      15738.87                    15169.68
  1991/04/30      15955.62                    15206.08
  1991/05/31      16872.61                    15862.99
  1991/06/30      15726.64                    15136.46
  1991/07/31      16690.18                    15841.82
  1991/08/31      17176.14                    16217.27
  1991/09/30      17024.65                    15946.44
  1991/10/31      17329.12                    16160.13
  1991/11/30      16424.39                    15508.87
  1991/12/31      17880.98                    17283.09
  1992/01/31      18308.59                    16961.62
  1992/02/29      18710.02                    17182.12
  1992/03/31      18325.71                    16847.07
  1992/04/30      18737.82                    17342.38
  1992/05/31      18807.96                    17427.35
  1992/06/30      18438.36                    17167.69
  1992/07/31      18817.53                    17869.85
  1992/08/31      18623.53                    17503.51
  1992/09/30      18814.29                    17710.06
  1992/10/31      18963.29                    17772.04
  1992/11/30      19549.38                    18378.07
  1992/12/31      19943.82                    18604.12
  1993/01/31      20500.34                    18760.39
  1993/02/28      20733.07                    19015.53
  1993/03/31      21494.01                    19416.76
  1993/04/30      21463.48                    18946.88
  1993/05/31      21911.28                    19454.65
  1993/06/30      22248.66                    19511.07
  1993/07/31      22412.40                    19433.03
  1993/08/31      23292.52                    20169.54
  1993/09/30      23419.31                    20014.23
  1993/10/31      23681.39                    20428.53
  1993/11/30      23146.75                    20234.46
  1993/12/31      23838.71                    20479.29
  1994/01/31      24739.90                    21175.59
  1994/02/28      24267.85                    20601.73
  1994/03/31      23200.29                    19703.49
  1994/04/30      23663.65                    19955.70
  1994/05/31      23739.08                    20282.97
  1994/06/30      23327.06                    19786.04
  1994/07/31      23998.18                    20435.02
  1994/08/31      24918.28                    21272.86
  1994/09/30      24628.97                    20751.67
  1994/10/31      24922.44                    21218.59
  1994/11/30      23996.88                    20445.80
  1994/12/31      24379.16                    20749.02
  1995/01/31      24668.15                    21287.04
  1995/02/28      25396.41                    22116.59
  1995/03/31      26195.63                    22769.25
  1995/04/30      26927.15                    23439.81
  1995/05/31      27693.52                    24376.70
  1995/06/30      28193.34                    24942.97
  1995/07/31      29266.04                    25770.08
  1995/08/31      29487.58                    25834.76
  1995/09/30      30673.25                    26924.99
  1995/10/31      30529.58                    26828.87
  1995/11/30      31966.27                    28006.65
  1995/12/31      33005.06                    28546.06
  1996/01/31      34103.19                    29517.77
  1996/02/29      34481.44                    29791.40
  1996/03/31      34774.79                    30078.29
  1996/04/30      35129.89                    30521.64
  1996/05/31      35803.34                    31308.80
  1996/06/30      36024.33                    31428.08
  1996/07/31      34648.23                    30039.59
  1996/08/31      35188.84                    30673.13
  1996/09/30      37046.28                    32399.41
  1996/10/31      37634.31                    33292.98
  1996/11/30      40012.02                    35809.60
  1996/12/31      39614.12                    35100.21
  1997/01/31      41302.85                    37293.27
  1997/02/28      41766.93                    37585.65
  1997/03/31      40059.47                    36041.26
  1997/04/30      42193.05                    38192.92
  1997/05/31      44468.86                    40518.11
  1997/06/30      46770.32                    42333.32
  1997/07/31      49948.88                    45701.78
  1997/08/31      47237.37                    43141.57
  1997/09/30      49773.27                    45504.43
  1997/10/31      48447.23                    43984.58
  1997/11/30      50362.62                    46020.63
  1997/12/31      51567.20                    46810.80
  1998/01/31      52365.75                    47328.53
  1998/02/28      55614.08                    50741.86
  1998/03/31      58108.70                    53340.35
  1998/04/30      58203.65                    53876.96
  1998/05/31      57525.44                    52950.81
  1998/06/30      59848.55                    55101.68
  1998/07/31      59467.79                    54514.84
IMATRL PRASUN   SHR__CHT 19980731 19980811 140422 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Growth & Income Portfolio on July 31, 1988. As
the chart shows, by July 31, 1998, the value of the investment would
have grown to $59,468 - a 494.68% increase on the initial investment.
For comparison, look at how the Standard & Poor's 500 Index did over
the same period. With dividends and capital gains, if any, reinvested,
the same $10,000 would have grown to $54,515 - a 445.15% 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
For the most part, the past 12 months 
have been witness to solid gains 
and record-setting stock market 
performance in the U.S. Despite 
that, the final few weeks of the 
period ending July 31, 1998, left 
many investors asking "What have 
you done for me lately?" For the 
12-month period, the Standard & 
Poor's 500 Index - a measure of 
the U.S. stock market - produced 
a return of 19.29%. But whether 
one of the longest running bull 
markets in recent history is now 
an endangered species remains 
to be seen. There have been some 
extraordinary highs and lows in 
the equity market over the past 
12 months. In late October, the 
Dow Jones Industrial Average fell 
550-plus points in one trading 
session. That, however, was quickly 
overcome by the first quarter of 
1998 as investors in stocks were 
rewarded with strong gains and 
an upward trend in stock prices. 
But despite low interest rates, a 
strong economy and tame inflation 
domestically, investor uncertainty 
over corporate earnings reports 
and the Asian market upheaval 
began to have a tangible effect on 
our markets at home. After hitting 
a record of 9337.97 on July 17, 
1998, the Dow Jones Industrial 
Average racked up losses of over 
400 points the week of July 20th. 
Still, the 12-month S&P return of 
19.29% is nearly twice that of 
the stock market's historical 
annual performance.
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, 1998, the fund produced a
return of 19.06%. This topped the growth and income funds average,
which returned 11.37% during the same period, according to Lipper
Analytical Services. While the fund outperformed its peers, it still 
slightly lagged the Standard & Poor's 500 Index, which returned 19.29%
over the same 12-month period.
Q. WHAT FACTORS HELPED SHAPE THE FUND'S PERFORMANCE?
A. On the plus side, several of the fund's top 20 positions performed
well. Since I placed a lot of confidence in the fund's top holdings -
the largest 20 positions represented around 33% of the portfolio at
the end of the period - the individual performance of these stocks was
a major performance factor. Pharmaceutical stocks performed well in
general, and the fund received good results from several of its
holdings, including Bristol-Myers Squibb, Pfizer, Warner-Lambert and
Merck. Other positive contributors were diversified manufacturing
stocks General Electric - the fund's largest individual stake - and
Tyco International, as well as retailers Wal-Mart and Home Depot. In
terms of negatives, the sluggish performance of the aerospace and
defense sector hurt the fund's investments in Lockheed Martin and
Northrop Grumman. 
Q. PHARMACEUTICAL STOCKS HAVE BEEN A STAPLE OF THE FUND'S PORTFOLIO
FOR SOME TIME NOW. HOW HAVE THESE COMPANIES CONTINUED TO CHURN OUT
IMPRESSIVE RETURNS?
A. At the end of the period, health stocks accounted for over 17% of
the portfolio, and pharmaceuticals comprised close to 11% of that
total. Drug companies in general have benefited from a blitz of
successful product introductions and subsequent revenue gains.
Warner-Lambert, for instance, introduced two new drugs in 1997 - one
aimed at reducing cholesterol and the other to help treat diabetes -
that have garnered quite a bit of market share. Another health-related
area that produced good results for the fund was retail drug-store
stocks, most notably CVS and Walgreen's.
Q. THE FUND ALSO CONTINUED TO HAVE CONSIDERABLE EXPOSURE TO THE
FINANCE SECTOR . . .
A. Finance stocks have had a nice run over the last few years, with
many finance companies benefiting from consolidation, low interest
rates and a solid economy. Many of the fund's finance holdings are
what I like to refer to as "organic growers," meaning companies that
have been able to improve their business prospects from within rather
than through merger and acquisition activity. I'd point to the fund's
positions in American Express, Fannie Mae and Associates First as
being examples of this strategy.
Q. THE FUND'S FOREIGN HOLDINGS - SUCH AS DUTCH HOUSEHOLD PRODUCTS
COMPANY UNILEVER AND FRENCH COMMUNICATIONS COMPANY ALCATEL - ACCOUNTED
FOR AROUND 5% OF THE PORTFOLIO AT THE END OF THE PERIOD. HOW DID THESE
STOCKS PERFORM?
A. Pretty well, for the most part. European markets have offered
relatively nice gains for the past couple of years, anchored by strong
economies and a favorable consumer environment. Along the way, the
fund realized strong contributions from Unilever and Alcatel, as well
as U.K.-based pharmaceutical company SmithKline Beecham. Of course,
international investments carry more risk than domestic investments.
Going forward, European markets may be hard-pressed to duplicate their
returns of recent years.
Q. EFFECTIVE APRIL 3, 1998, THE FUND WAS CLOSED TO NEW INVESTORS. WHY
WAS THIS MOVE MADE AND HOW WILL IT BENEFIT CURRENT SHAREHOLDERS?
A. Our primary objective was to stabilize the fund's cash flows. By
closing the fund, we felt we'd be able to prevent strong future cash
flows from becoming a concern. I should add that existing shareholders
can continue to purchase shares of the fund.
Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS? 
A. While the valuations of many stocks have soared without the benefit
of a concrete earnings foundation (SEE CALLOUT BOX ON PAGE 8), we did
begin to see a slight correction towards the end of the period.
Overall, I think the next few months will be fairly choppy. There are
situations to monitor both domestically - where unemployment in the
U.S. is at record low levels and corporate earnings are under pressure
- - and internationally, where investors will continue to monitor events
in areas such as Southeast Asia and Japan. In terms of the portfolio
itself, I think it's well-positioned for a choppy environment. At this
point, I don't foresee any major changes.
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.
 
 
 
STEVE KAYE ON CORPORATE 
EARNINGS AND STOCK PRICES:
"Traditional wisdom holds that 
a company's earnings power is 
directly related to the direction 
of its stock price: Companies that 
show strong, consistent earnings 
growth are historically rewarded 
by the market. But this past year 
has been sort of an anomaly.
"Beginning in late 1997 - amid 
the Asian debacle - we've seen 
lots of pressure applied to 
corporate earnings. In general, 
earnings have been disappointing 
since then. But what surprised 
many veteran market followers - 
including myself - during this 
period was the fact that the stocks 
of many companies continued to 
rise despite flat earnings results. 
Part of the reason stock prices 
have climbed can be traced to the 
economic situation in the U.S. 
While companies were 
challenged to meet their earnings 
numbers, an environment of low 
interest rates certainly helped.
"But there were opportunities 
out there. As a manager, my goal 
is to find attractively priced growth 
stocks. Investors may look at the 
portfolio and ask, `Why is Microsoft 
part of a growth and income fund?' 
The answer is that Microsoft had 
some difficulties with the Justice 
Department and I felt that the 
stock became cheap enough to 
warrant my attention. In this case, 
I bought a company that has been 
able to sustain its earnings growth 
at a reasonable valuation." 
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, 1998, 
more than $44.3 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)
INVESTMENT CHANGES 
 
 
 
 
TOP TEN STOCKS AS OF JULY 31, 1998                                         
 
                                    % OF FUND'S   % OF FUND'S INVESTMENTS  
                                    INVESTMENTS   IN THESE STOCKS          
                                                  6 MONTHS AGO             
 
General Electric Co.                 3.4           3.2                     
 
Merck & Co., Inc.                    2.5           2.4                     
 
Citicorp                             2.2           1.6                     
 
American Express Co.                 2.1           1.9                     
 
Philip Morris Companies, Inc.        2.1           2.5                     
 
Microsoft Corp.                      2.0           1.3                     
 
Fannie Mae                           1.8           2.1                     
 
Bristol-Myers Squibb Co.             1.7           2.1                     
 
Tyco International Ltd.              1.7           1.6                     
 
Wal-Mart Stores, Inc.                1.7           1.3                     
 
 
<TABLE>
<CAPTION>
<S>                                          <C>           <C>                      
TOP FIVE MARKET SECTORS AS OF JULY 31, 1998                                         
 
                                             % OF FUND'S   % OF FUND'S INVESTMENTS  
                                             INVESTMENTS   IN THESE MARKET SECTORS  
                                                           6 MONTHS AGO             
 
HEALTH                                        17.6          17.9                    
 
FINANCE                                       16.5          14.9                    
 
TECHNOLOGY                                    10.5          9.7                     
 
NONDURABLES                                   9.6           9.5                     
 
UTILITIES                                     7.0           5.2                     
 
</TABLE>
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)               
 
AS OF JULY 31, 1998 * AS OF JANUARY 31, 1998 ** 
ROW: 1, COL: 1, VALUE: 93.90000000000001
ROW: 1, COL: 2, VALUE: 1.7
ROW: 1, COL: 3, VALUE: 4.4
STOCKS 93.2%
BONDS 1.1%
SHORT-TERM
INVESTMENTS 5.7%
FOREIGN
INVESTMENTS 7.0%
STOCKS 94.9%
BONDS 0.7%
SHORT-TERM
INVESTMENTS 4.4%
FOREIGN
INVESTMENTS 5.6%
ROW: 1, COL: 1, VALUE: 92.2
ROW: 1, COL: 2, VALUE: 2.1
ROW: 1, COL: 3, VALUE: 5.7
*
**
   
 
INVESTMENTS JULY 31, 1998  
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                   <C>          <C>          <C>              
COMMON STOCKS - 94.5%                                                                            
 
                                                      SHARES                    VALUE (NOTE 1)   
                                                                                (000S)           
 
AEROSPACE & DEFENSE - 4.1%                                                                       
 
AEROSPACE & DEFENSE - 2.0%                                                                       
 
AlliedSignal, Inc.                                     5,389,900                $ 234,461        
 
Boeing Co.                                             783,820                   30,422          
 
British Aerospace PLC                                  11,073,680                84,434          
 
Gulfstream Aerospace Corp. (a)                         3,310,300                 151,446         
 
Lockheed Martin Corp.                                  2,167,105                 216,033         
 
Textron, Inc.                                          2,066,000                 152,626         
 
United Technologies Corp.                              403,600                   38,670          
 
                                                                                 908,092         
 
DEFENSE ELECTRONICS - 1.6%                                                                       
 
Litton Industries, Inc. (a)(d)                         3,347,900                 191,877         
 
Northrop Grumman Corp.                                 1,863,700                 151,076         
 
Raytheon Co.:                                                                                    
 
Class A                                                2,261,518                 122,546         
 
Class B                                                4,096,500                 226,588         
 
                                                                                 692,087         
 
SHIP BUILDING & REPAIR - 0.5%                                                                    
 
General Dynamics Corp.                                 4,854,900                 230,911         
 
TOTAL AEROSPACE & DEFENSE                                                        1,831,090       
 
BASIC INDUSTRIES - 1.2%                                                                          
 
CHEMICALS & PLASTICS - 1.1%                                                                      
 
Air Products & Chemicals, Inc.                         490,600                   17,171          
 
Cytec Industries, Inc. (a)                             491,600                   15,823          
 
du Pont (E.I.) de Nemours & Co.                        1,594,700                 98,871          
 
Ferro Corp.                                            811,600                   18,667          
 
IMC Global, Inc.                                       2,654,300                 67,851          
 
Monsanto Co.                                           2,827,400                 160,102         
 
Raychem Corp.                                          665,900                   20,726          
 
Sealed Air Corp. (a)                                   740,402                   29,616          
 
Union Carbide Corp.                                    779,800                   37,430          
 
                                                                                 466,257         
 
IRON & STEEL - 0.0%                                                                              
 
Nucor Corp.                                            391,900                   17,048          
 
METALS & MINING - 0.1%                                                                           
 
Aluminum Co. of America                                507,000                   35,141          
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                      SHARES                    VALUE (NOTE 1)   
                                                                                (000S)           
 
BASIC INDUSTRIES - CONTINUED                                                                     
 
PAPER & FOREST PRODUCTS - 0.0%                                                                   
 
Fort James Corp.                                       396,300                  $ 13,375         
 
TOTAL BASIC INDUSTRIES                                                           531,821         
 
CONSTRUCTION & REAL ESTATE - 3.6%                                                                
 
ENGINEERING - 1.3%                                                                               
 
Fluor Corp.                                            379,100                   15,946          
 
IMS Health, Inc.                                       8,302,400                 521,495         
 
Nielsen Media Research, Inc.                           8,302,400                 34,247          
 
                                                                                 571,688         
 
REAL ESTATE - 0.1%                                                                               
 
Rouse Co. (The)                                        1,076,900                 31,432          
 
REAL ESTATE INVESTMENT TRUSTS - 2.2%                                                             
 
Avalon Bay Communities, Inc.                           411,900                   14,777          
 
Boston Properties, Inc.                                1,370,600                 44,288          
 
CBL & Associates Properties, Inc. (d)                  2,157,100                 52,444          
 
Crescent Real Estate Equities, Inc.                    1,859,900                 54,635          
 
Duke Realty Investments, Inc.                          827,506                   17,740          
 
Equity Office Properties Trust                         5,433,590                 135,161         
 
Equity Residential Properties Trust (SBI)              2,848,085                 119,620         
 
Highwoods Properties, Inc.                             375,700                   11,623          
 
Irvine Apartments Communities, Inc.                    121,200                   3,424           
 
Macerich Co.                                           647,600                   17,688          
 
Mack-Cali Realty Corp.                                 875,900                   27,208          
 
Manufactured Home Communities, Inc.                    921,400                   22,747          
 
Merry Land & Investment Co., Inc.                      966,000                   21,131          
 
Public Storage, Inc.                                   3,023,700                 80,128          
 
Simon Debartolo Group, Inc.                            538,900                   16,773          
 
Starwood Hotels & Resorts                              7,977,643                 327,582         
 
Urban Shopping Centers, Inc.                           666,400                   21,908          
 
                                                                                 988,877         
 
TOTAL CONSTRUCTION & REAL ESTATE                                                 1,591,997       
 
DURABLES - 1.8%                                                                                  
 
AUTOS, TIRES, & ACCESSORIES - 0.9%                                                               
 
Eaton Corp.                                            116,600                   7,608           
 
Ford Motor Co.                                         5,352,800                 304,775         
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                      SHARES                    VALUE (NOTE 1)   
                                                                                (000S)           
 
DURABLES - CONTINUED                                                                             
 
AUTOS, TIRES, & ACCESSORIES - CONTINUED                                                          
 
General Motors Corp.                                   622,638                  $ 45,025         
 
Republic Industries, Inc. (a)                          2,616,100                 54,938          
 
                                                                                 412,346         
 
CONSUMER DURABLES - 0.2%                                                                         
 
Minnesota Mining & Manufacturing Co.                   898,400                   67,268          
 
CONSUMER ELECTRONICS - 0.3%                                                                      
 
General Motors Corp. Class H                           3,250,600                 138,557         
 
TEXTILES & APPAREL - 0.4%                                                                        
 
Fruit of the Loom, Inc. Class A (a)                    2,951,500                 92,050          
 
Unifi, Inc. (d)                                        3,688,300                 99,815          
 
                                                                                 191,865         
 
TOTAL DURABLES                                                                   810,036         
 
ENERGY - 4.5%                                                                                    
 
OIL & GAS - 4.5%                                                                                 
 
Amoco Corp.                                            2,489,600                 103,941         
 
Anadarko Petroleum Corp.                               942,200                   32,329          
 
British Petroleum Co. PLC ADR                          5,335,796                 428,198         
 
Chevron Corp.                                          952,600                   78,709          
 
Exxon Corp.                                            6,750,000                 473,344         
 
Mobil Corp.                                            971,600                   67,769          
 
Royal Dutch Petroleum Co.                              11,981,100                611,036         
 
Texaco, Inc.                                           600,000                   36,488          
 
Tosco Corp.                                            1,691,600                 47,365          
 
Total SA:                                                                                        
 
Class B                                                276,000                   31,555          
 
sponsored ADR                                          1,022,477                 58,473          
 
USX-Marathon Group                                     936,000                   31,941          
 
                                                                                 2,001,148       
 
FINANCE - 16.3%                                                                                  
 
BANKS - 5.7%                                                                                     
 
Banc One Corp.                                         7,321,360                 378,423         
 
Bank of New York, Inc.                                 5,038,254                 322,448         
 
Chase Manhattan Corp.                                  1,457,500                 110,223         
 
Citicorp                                               5,846,600                 993,922         
 
Credit Suisse Group (Reg.)                             647,500                   163,638         
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                      SHARES                    VALUE (NOTE 1)   
                                                                                (000S)           
 
FINANCE - CONTINUED                                                                              
 
BANKS - CONTINUED                                                                                
 
National City Corp.                                    2,051,570                $ 137,199        
 
NationsBank Corp.                                      3,085,106                 246,037         
 
Norwest Corp.                                          4,328,600                 155,559         
 
                                                                                 2,507,449       
 
CREDIT & OTHER FINANCE - 4.2%                                                                    
 
American Express Co.                                   8,482,130                 936,215         
 
Associates First Capital Corp.                         6,005,969                 466,589         
 
Capital Trust Class A (a)(d)                           1,635,782                 14,415          
 
Fleet Financial Group, Inc.                            1,184,999                 101,836         
 
Household International, Inc.                          6,895,240                 343,038         
 
                                                                                 1,862,093       
 
FEDERAL SPONSORED CREDIT - 3.2%                                                                  
 
Fannie Mae                                             12,854,300                796,967         
 
Freddie Mac                                            5,523,200                 260,971         
 
SLM Holding Corp.                                      7,504,600                 347,088         
 
                                                                                 1,405,026       
 
INSURANCE - 2.6%                                                                                 
 
AFLAC, Inc.                                            595,600                   20,474          
 
Allmerica Financial Corp.                              1,216,100                 81,327          
 
Allstate Corp.                                         4,325,820                 183,577         
 
American International Group, Inc.                     1,760,000                 265,430         
 
Aon Corp.                                              800,000                   54,400          
 
General Re Corp.                                       379,300                   89,894          
 
Hartford Financial Services Group, Inc.                4,498,200                 234,188         
 
MBIA, Inc.                                             2,576,900                 173,619         
 
UNUM Corp.                                             682,600                   35,964          
 
                                                                                 1,138,873       
 
SAVINGS & LOANS - 0.1%                                                                           
 
Washington Mutual, Inc.                                1,232,500                 49,223          
 
SECURITIES INDUSTRY - 0.5%                                                                       
 
Lehman Brothers Holdings, Inc.                         1,787,420                 128,694         
 
Travelers Group, Inc. (The)                            1,728,997                 115,843         
 
                                                                                 244,537         
 
TOTAL FINANCE                                                                    7,207,201       
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                      SHARES                    VALUE (NOTE 1)   
                                                                                (000S)           
 
HEALTH - 17.6%                                                                                   
 
DRUGS & PHARMACEUTICALS - 10.6%                                                                  
 
Allergan, Inc.                                         2,388,300                $ 124,789        
 
American Home Products Corp.                           6,371,600                 328,137         
 
Amgen, Inc. (a)                                        1,610,600                 118,278         
 
Bristol-Myers Squibb Co.                               6,635,000                 755,975         
 
Forest Laboratories, Inc. (a)(d)                       4,523,000                 169,613         
 
Genentech, Inc. (special) (a)                          2,272,300                 156,931         
 
Lilly (Eli) & Co.                                      8,364,332                 562,501         
 
Merck & Co., Inc.                                      9,113,900                 1,123,858       
 
Pfizer, Inc.                                           3,320,700                 365,277         
 
Schering-Plough Corp.                                  2,553,500                 247,051         
 
SmithKline Beecham PLC ADR                             1,641,100                 93,953          
 
Warner-Lambert Co.                                     8,184,480                 618,440         
 
                                                                                 4,664,803       
 
MEDICAL EQUIPMENT & SUPPLIES - 4.2%                                                              
 
Abbott Laboratories                                    1,000,000                 41,563          
 
Allegiance Corp.                                       1,980,820                 117,116         
 
Bard (C.R.), Inc. (d)                                  3,617,300                 146,501         
 
Bausch & Lomb, Inc. (d)                                4,199,500                 214,699         
 
Baxter International, Inc. rights 12/31/07 (a)         4,276,900                 255,545         
 
Becton, Dickinson & Co.                                3,582,900                 296,037         
 
Boston Scientific Corp. (a)                            1,305,200                 100,011         
 
Cardinal Health, Inc.                                  868,100                   83,392          
 
Guidant Corp.                                          273,250                   20,306          
 
Johnson & Johnson                                      3,030,600                 234,114         
 
Medtronic, Inc.                                        2,379,400                 147,374         
 
Stryker Corp.                                          4,757,800                 206,667         
 
                                                                                 1,863,325       
 
MEDICAL FACILITIES MANAGEMENT - 2.8%                                                             
 
Columbia/HCA Healthcare Corp.                          4,174,500                 118,973         
 
Coram Healthcare Corp. (a)(d)                          3,118,000                 7,405           
 
Health Management Associates, Inc. Class A (a)         9,015,000                 211,853         
 
HEALTHSOUTH Corp. (a)                                  1,292,500                 32,474          
 
Humana, Inc. (a)                                       4,071,200                 110,686         
 
Tenet Healthcare Corp. (a)                             10,234,600                306,398         
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                      SHARES                    VALUE (NOTE 1)   
                                                                                (000S)           
 
HEALTH - CONTINUED                                                                               
 
MEDICAL FACILITIES MANAGEMENT - CONTINUED                                                        
 
United HealthCare Corp.                                5,343,000                $ 301,880        
 
Wellpoint Health Networks, Inc. (a)                    2,556,200                 156,727         
 
                                                                                 1,246,396       
 
TOTAL HEALTH                                                                     7,774,524       
 
HOLDING COMPANIES - 0.1%                                                                         
 
BTR PLC                                                4,875,000                 12,257          
 
U.S. Industries, Inc.                                  871,740                   16,781          
 
                                                                                 29,038          
 
INDUSTRIAL MACHINERY & EQUIPMENT - 6.4%                                                          
 
ELECTRICAL EQUIPMENT - 4.5%                                                                      
 
Alcatel Alsthom Compagnie Generale d'Electricite SA    1,288,576                 256,352         
 
Emerson Electric Co.                                   1,474,000                 87,611          
 
General Electric Co.                                   16,814,900                1,501,774       
 
Oak Industries, Inc. (a)                               775,700                   28,798          
 
Philips Electronics NV                                 1,800,300                 147,062         
 
                                                                                 2,021,597       
 
INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%                                                          
 
Tyco International Ltd.                                11,929,528                738,885         
 
POLLUTION CONTROL - 0.2%                                                                         
 
Waste Management, Inc.                                 1,529,388                 84,307          
 
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT                                           2,844,789       
 
MEDIA & LEISURE - 3.8%                                                                           
 
BROADCASTING - 1.6%                                                                              
 
CBS Corp.                                              4,546,134                 154,284         
 
Jacor Communications, Inc. Class A (a)                 1,488,700                 87,275          
 
MediaOne Group, Inc. (a)                               4,468,200                 215,870         
 
Time Warner, Inc.                                      2,754,200                 248,050         
 
                                                                                 705,479         
 
ENTERTAINMENT - 0.6%                                                                             
 
Disney (Walt) Co.                                      1,299,700                 44,758          
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                      SHARES                    VALUE (NOTE 1)   
                                                                                (000S)           
 
MEDIA & LEISURE - CONTINUED                                                                      
 
ENTERTAINMENT - CONTINUED                                                                        
 
News Corp. Ltd. ADR                                    1,043,000                $ 30,377         
 
Viacom, Inc. Class B (non-vtg.) (a)                    2,510,200                 171,949         
 
                                                                                 247,084         
 
LODGING & GAMING - 0.2%                                                                          
 
Mirage Resorts, Inc. (a)                               3,824,400                 82,225          
 
PUBLISHING - 0.3%                                                                                
 
ACNielsen Corp. (a)                                    841,332                   21,927          
 
Times Mirror Co. Class A                               2,128,100                 127,819         
 
                                                                                 149,746         
 
RESTAURANTS - 1.1%                                                                               
 
McDonald's Corp.                                       4,250,900                 284,013         
 
Starbucks Corp. (a)                                    1,864,000                 78,055          
 
Tricon Global Restaurants, Inc.                        3,222,210                 113,986         
 
                                                                                 476,054         
 
TOTAL MEDIA & LEISURE                                                            1,660,588       
 
NONDURABLES - 9.6%                                                                               
 
BEVERAGES - 2.5%                                                                                 
 
Anheuser-Busch Companies, Inc.                         4,414,700                 228,185         
 
Coca-Cola Co. (The)                                    3,550,000                 286,441         
 
PepsiCo, Inc.                                          13,418,600                520,809         
 
Whitman Corp.                                          3,190,900                 67,607          
 
                                                                                 1,103,042       
 
FOODS - 1.9%                                                                                     
 
Bestfoods                                              3,030,200                 168,555         
 
Campbell Soup Co.                                      1,663,200                 89,813          
 
Hershey Foods Corp.                                    950,100                   59,975          
 
Nestle SA (Reg.)                                       15,000                    31,131          
 
Quaker Oats Co.                                        825,400                   43,643          
 
Ralston Purina Co.                                     5,571,821                 179,343         
 
Sara Lee Corp.                                         2,824,300                 141,568         
 
Sysco Corp.                                            5,085,700                 120,785         
 
                                                                                 834,813         
 
HOUSEHOLD PRODUCTS - 3.1%                                                                        
 
Avon Products, Inc.                                    1,442,600                 124,785         
 
Colgate-Palmolive Co.                                  117,300                   10,843          
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                      SHARES                    VALUE (NOTE 1)   
                                                                                (000S)           
 
NONDURABLES - CONTINUED                                                                          
 
HOUSEHOLD PRODUCTS - CONTINUED                                                                   
 
Gillette Co.                                           3,187,000                $ 166,919        
 
Procter & Gamble Co.                                   7,763,700                 616,244         
 
Unilever NV                                            6,561,800                 456,045         
 
                                                                                 1,374,836       
 
TOBACCO - 2.1%                                                                                   
 
Philip Morris Companies, Inc.                          20,898,400                915,611         
 
UST, Inc.                                              808,600                   21,832          
 
                                                                                 937,443         
 
TOTAL NONDURABLES                                                                4,250,134       
 
RETAIL & WHOLESALE - 5.7%                                                                        
 
DRUG STORES - 1.3%                                                                               
 
CVS Corp.                                              6,556,568                 268,819         
 
Rite Aid Corp.                                         2,921,480                 115,398         
 
Walgreen Co.                                           3,948,900                 170,543         
 
                                                                                 554,760         
 
GENERAL MERCHANDISE STORES - 2.1%                                                                
 
Federated Department Stores, Inc. (a)                  2,028,430                 107,380         
 
May Department Stores Co. (The)                        805,200                   51,684          
 
Proffitts, Inc. (a)                                    1,306,530                 41,156          
 
Wal-Mart Stores, Inc.                                  11,665,200                736,366         
 
                                                                                 936,586         
 
GROCERY STORES - 1.1%                                                                            
 
Kroger Co. (The) (a)                                   3,697,852                 174,955         
 
Meyer (Fred), Inc. (a)                                 2,837,560                 125,030         
 
Safeway, Inc. (a)                                      4,317,800                 191,333         
 
                                                                                 491,318         
 
RETAIL & WHOLESALE, MISCELLANEOUS - 1.2%                                                         
 
Home Depot, Inc.                                       12,886,700                539,631         
 
TOTAL RETAIL & WHOLESALE                                                         2,522,295       
 
SERVICES - 1.7%                                                                                  
 
ADVERTISING - 0.2%                                                                               
 
Omnicom Group, Inc.                                    1,581,400                 83,024          
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                      SHARES                    VALUE (NOTE 1)   
                                                                                (000S)           
 
SERVICES - CONTINUED                                                                             
 
PRINTING - 0.2%                                                                                  
 
Donnelley (R.R.) & Sons Co.                            2,538,500                $ 107,886        
 
SERVICES - 1.3%                                                                                  
 
Block (H & R), Inc. (d)                                6,577,100                 279,527         
 
Cendant Corp. (a)                                      2,495,453                 43,203          
 
Service Corp. International, Inc.                      5,114,300                 193,704         
 
Servicemaster Co.                                      1,173,500                 39,899          
 
                                                                                 556,333         
 
TOTAL SERVICES                                                                   747,243         
 
TECHNOLOGY - 10.2%                                                                               
 
COMMUNICATIONS EQUIPMENT - 0.7%                                                                  
 
Cisco Systems, Inc. (a)                                2,906,100                 278,259         
 
Lucent Technologies, Inc.                              399,252                   36,906          
 
                                                                                 315,165         
 
COMPUTER SERVICES & SOFTWARE - 5.0%                                                              
 
America Online, Inc.                                   129,700                   15,175          
 
Automatic Data Processing, Inc.                        2,705,200                 183,108         
 
BMC Software, Inc.                                     2,550,000                 125,747         
 
Ceridian Corp. (a)                                     3,618,700                 206,944         
 
Computer Associates International, Inc.                1,960,300                 65,057          
 
DST Systems, Inc. (a)                                  1,467,300                 92,073          
 
Electronic Data Systems Corp.                          5,288,000                 186,072         
 
Equifax, Inc.                                          2,579,500                 105,437         
 
First Data Corp.                                       2,795,200                 80,886          
 
HBO & Co.                                              2,023,700                 59,636          
 
Microsoft Corp. (a)                                    7,986,500                 878,016         
 
Oracle Corp. (a)                                       7,534,500                 199,664         
 
                                                                                 2,197,815       
 
COMPUTERS & OFFICE EQUIPMENT - 3.2%                                                              
 
Compaq Computer Corp.                                  2,710,100                 89,095          
 
Dell Computer Corp. (a)                                865,000                   93,934          
 
EMC Corp. (a)                                          1,394,000                 68,306          
 
Hewlett-Packard Co.                                    302,000                   16,761          
 
IBM Corp.                                              3,663,200                 485,374         
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                      SHARES                    VALUE (NOTE 1)   
                                                                                (000S)           
 
TECHNOLOGY - CONTINUED                                                                           
 
COMPUTERS & OFFICE EQUIPMENT - CONTINUED                                                         
 
Pitney-Bowes, Inc.                                     9,055,800                $ 457,318        
 
Xerox Corp.                                            1,861,300                 196,483         
 
                                                                                 1,407,271       
 
ELECTRONICS - 1.2%                                                                               
 
Intel Corp.                                            4,399,800                 371,508         
 
Motorola, Inc.                                         806,400                   42,134          
 
Texas Instruments, Inc.                                1,879,200                 111,460         
 
                                                                                 525,102         
 
PHOTOGRAPHIC EQUIPMENT - 0.1%                                                                    
 
Eastman Kodak Co.                                      573,600                   48,254          
 
TOTAL TECHNOLOGY                                                                 4,493,607       
 
TRANSPORTATION - 0.9%                                                                            
 
AIR TRANSPORTATION - 0.6%                                                                        
 
AMR Corp. (a)                                          632,500                   45,184          
 
Southwest Airlines Co.                                 4,059,450                 133,708         
 
Viad Corp.                                             3,085,300                 74,240          
 
                                                                                 253,132         
 
RAILROADS - 0.3%                                                                                 
 
CSX Corp.                                              2,598,200                 105,065         
 
Union Pacific Corp.                                    683,800                   28,720          
 
                                                                                 133,785         
 
TOTAL TRANSPORTATION                                                             386,917         
 
UTILITIES - 7.0%                                                                                 
 
ELECTRIC UTILITY - 0.6%                                                                          
 
Duke Energy Corp.                                      2,070,200                 118,260         
 
FPL Group, Inc.                                        1,462,200                 88,920          
 
PG&E Corp.                                             2,088,400                 63,566          
 
                                                                                 270,746         
 
GAS - 0.2%                                                                                       
 
Enron Corp.                                            1,911,900                 101,211         
 
TELEPHONE SERVICES - 6.2%                                                                        
 
Ameritech Corp.                                        4,839,000                 238,018         
 
AT&T Corp.                                             9,128,800                 553,434         
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                      SHARES                    VALUE (NOTE 1)   
                                                                                (000S)           
 
UTILITIES - CONTINUED                                                                            
 
TELEPHONE SERVICES - CONTINUED                                                                   
 
Bell Atlantic Corp.                                    2,255,386                $ 102,338        
 
BellSouth Corp.                                        3,722,200                 254,273         
 
GTE Corp.                                              6,309,500                 343,079         
 
MCI Communications Corp.                               6,219,800                 402,732         
 
SBC Communications, Inc.                               11,814,892                482,934         
 
U.S. WEST, Inc.                                        1,679,926                 89,666          
 
WorldCom, Inc. (a)                                     5,296,100                 280,031         
 
                                                                                 2,746,505       
 
TOTAL UTILITIES                                                                  3,118,462       
 
TOTAL COMMON STOCKS                                                 41,800,890                   
(Cost $25,846,703)                                                                               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                     <C>         <C>       <C>      
CONVERTIBLE PREFERRED STOCKS - 0.4%                                                    
 
                                                                                       
 
BASIC INDUSTRIES - 0.1%                                                                
 
CHEMICALS & PLASTICS - 0.1%                                                            
 
Sealed Air Corp. Series A, $2.00                         1,054,927             47,076  
 
FINANCE - 0.2%                                                                         
 
CREDIT & OTHER FINANCE - 0.2%                                                          
 
Union Pacific Capital Trust $3.13 TIDES (a)(e)           1,377,000             61,965  
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%                                                
 
ELECTRICAL EQUIPMENT - 0.1%                                                            
 
Loral Space & Communications Ltd. Series C, $3.00 (e)    727,000               53,980  
 
TOTAL CONVERTIBLE PREFERRED STOCKS                                   163,021           
(Cost $147,089)                                                                        
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>  <C>  <C>            <C>       <C>              
CORPORATE BONDS - 0.3%                                                                          
 
MOODY'S RATINGS                                       PRINCIPAL                                 
(UNAUDITED) (F)                                       AMOUNT (000S)                             
 
CONVERTIBLE BONDS - 0.3%                                                                        
 
TECHNOLOGY - 0.3%                                                                               
 
COMPUTERS & OFFICE EQUIPMENT - 0.1%                                                             
 
Quantum Corp. 7% 8/1/04                       B2      $ 40,000                  36,800          
 
CORPORATE BONDS - CONTINUED                                                                     
 
MOODY'S RATINGS                                       PRINCIPAL                VALUE (NOTE 1)   
(UNAUDITED) (F)                                       AMOUNT (000S)            (000S)           
 
CONVERTIBLE BONDS - CONTINUED                                                                   
 
TECHNOLOGY - CONTINUED                                                                          
 
ELECTRONICS - 0.2%                                                                              
 
Micron Technology, Inc. 7% 7/1/04             B1      $ 86,500                 $ 85,851         
 
TOTAL TECHNOLOGY                                                                122,651         
 
NONCONVERTIBLE BONDS - 0.0%                                                                     
 
MEDIA & LEISURE - 0.0%                                                                          
 
BROADCASTING - 0.0%                                                                             
 
Orion Network Systems, Inc. 0% 1/15/07 (c)    B2       20,000                   15,050          
 
TOTAL CORPORATE BONDS                                                 137,701                   
(Cost $135,922)                                                                                 
 
</TABLE>
 
U.S. TREASURY OBLIGATIONS - 0.4%                                          
 
                                                                          
 
U.S. Treasury Bonds:                                                      
 
6% 2/15/26                         Aaa       172,500             177,351  
 
8.125% 8/15/19                     Aaa       10,000              12,773   
 
TOTAL U.S. TREASURY OBLIGATIONS                        190,124            
(Cost $166,451)                                                           
 
 
<TABLE>
<CAPTION>
<S>                                                    <C>             <C>           <C>         
CASH EQUIVALENTS - 4.4%                                                                          
 
                                                       MATURITY                                  
                                                       AMOUNT (000S)                             
 
Investments in repurchase agreements (U.S. Treasury    $ 134,889                      134,826    
obligations), in a joint trading account at 5.6227%,                                             
dated 7/31/98 due 8/3/98                                                                         
 
                                                       SHARES                                    
 
Taxable Central Cash Fund (b)                           1,816,427,611                 1,816,428  
 
TOTAL CASH EQUIVALENTS                                                  1,951,254                
(Cost $1,951,254)                                                                                
 
TOTAL INVESTMENT IN SECURITIES - 100%                                  $ 44,242,990              
(Cost $28,247,419)                                                                               
 
</TABLE>
 
SECURITY TYPE ABBREVIATIONS
TIDES - Term Income Deferred 
  Equity Securities
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 5.62%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) Debt obligation initially issued in zero coupon form which
converts to coupon form at a specified rate and date.
(d) Affiliated company (see Note 6 of Notes to Financial Statements).
(e) 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 $115,945,000 or 0.3% of net assets.
(f) Standard & Poor's credit ratings are used in the absence of a
rating by Moody's Investors Services, Inc.
INCOME TAX INFORMATION
At July 31, 1998, the aggregate cost of investment securities for
income tax purposes was $28,274,368,000. Net unrealized appreciation
aggregated $15,968,622,000, of which $16,501,583,000 related to
appreciated investment securities and $532,961,000 related to
depreciated investment securities.
The fund hereby designates approximately $1,091,517,000 as a capital
gain dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                             <C>        <C>           
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS)                           JULY 31, 1998                            
 
ASSETS                                                                                   
 
Investment in securities, at value (including repurchase                   $ 44,242,990  
agreements of $134,826) (cost $28,247,419) -                                             
See accompanying schedule                                                                
 
Receivable for investments sold                                             260,642      
 
Receivable for fund shares sold                                             49,009       
 
Dividends receivable                                                        42,727       
 
Interest receivable                                                         14,333       
 
Other receivables                                                           468          
 
 TOTAL ASSETS                                                               44,610,169   
 
LIABILITIES                                                                              
 
Payable for investments purchased                               $ 160,128                
 
Payable for fund shares redeemed                                 61,978                  
 
Accrued management fee                                           18,582                  
 
Other payables and accrued expenses                              8,858                   
 
 TOTAL LIABILITIES                                                          249,546      
 
NET ASSETS                                                                 $ 44,360,623  
 
Net Assets consist of:                                                                   
 
Paid in capital                                                            $ 26,635,837  
 
Undistributed net investment income                                         33,271       
 
Accumulated undistributed net realized gain (loss) on                       1,695,923    
investments and foreign currency transactions                                            
 
Net unrealized appreciation (depreciation) on investments                   15,995,592   
and assets and liabilities in foreign currencies                                         
 
NET ASSETS, for 1,014,388 shares outstanding                               $ 44,360,623  
 
NET ASSET VALUE, offering price and redemption price                        $43.73       
per share ($44,360,623 (divided by) 1,014,388 shares)                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                       <C>         <C>          
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS                                   YEAR ENDED JULY 31, 1998                                     
 
INVESTMENT INCOME                                                     $ 540,199    
Dividends (including $13,029 received from                                         
affiliated issuers)                                                                
 
Interest                                                               124,688     
 
 TOTAL INCOME                                                          664,887     
 
EXPENSES                                                                           
 
Management fee                                            $ 192,514                
 
Transfer agent fees                                        74,093                  
 
Accounting fees and expenses                               947                     
 
Non-interested trustees' compensation                      182                     
 
Custodian fees and expenses                                792                     
 
Registration fees                                          1,774                   
 
Audit                                                      215                     
 
Legal                                                      165                     
 
Miscellaneous                                              155                     
 
 Total expenses before reductions                          270,837                 
 
 Expense reductions                                        (5,513)     265,324     
 
NET INVESTMENT INCOME                                                  399,563     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                
Net realized gain (loss) on:                                                       
 
 Investment securities (including realized gain of         1,972,861               
 $17,946 on sales of investments in affiliated issuers)                            
 
 Foreign currency transactions                             (455)       1,972,406   
 
Change in net unrealized appreciation (depreciation) on:                           
 
 Investment securities                                     4,607,245               
 
 Assets and liabilities in foreign currencies              197         4,607,442   
 
NET GAIN (LOSS)                                                        6,579,848   
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                       $ 6,979,411  
FROM OPERATIONS                                                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                      <C>           <C>           
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS                                     YEAR ENDED    YEAR ENDED    
                                                         JULY 31,      JULY 31,      
                                                         1998          1997          
 
INCREASE (DECREASE) IN NET ASSETS                                                    
 
Operations                                               $ 399,563     $ 364,039     
Net investment income                                                                
 
 Net realized gain (loss)                                 1,972,406     1,120,918    
 
 Change in net unrealized appreciation (depreciation)     4,607,442     8,174,155    
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          6,979,411     9,659,112    
FROM OPERATIONS                                                                      
 
Distributions to shareholders                             (397,518)     (377,487)    
From net investment income                                                           
 
 From net realized gain                                   (1,237,608)   (790,992)    
 
 TOTAL DISTRIBUTIONS                                      (1,635,126)   (1,168,479)  
 
Share transactions                                        12,370,734    11,063,971   
Net proceeds from sales of shares                                                    
 
 Reinvestment of distributions                            1,603,367     1,144,961    
 
 Cost of shares redeemed                                  (9,241,449)   (5,621,525)  
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          4,732,652     6,587,407    
FROM SHARE TRANSACTIONS                                                              
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 10,076,937    15,078,040   
 
NET ASSETS                                                                           
 
 Beginning of period                                      34,283,686    19,205,646   
 
 End of period (including undistributed net investment   $ 44,360,623  $ 34,283,686  
income of $33,271 and $32,461, respectively)                                         
 
OTHER INFORMATION                                                                    
Shares                                                                               
 
 Sold                                                     309,914       345,996      
 
 Issued in reinvestment of distributions                  43,076        39,330       
 
 Redeemed                                                 (229,152)     (175,754)    
 
 Net increase (decrease)                                  123,838       209,572      
 
</TABLE>
 
 
 
<TABLE>
<CAPTION>
<S>                           <C>       <C>       <C>       <C>       <C>      
FINANCIAL HIGHLIGHTS
                                            YEARS ENDED JULY 31,                          
 
                              1998      1997      1996      1995      1994  
SELECTED PER-SHARE DATA                                                        
 
Net asset value,              $ 38.50   $ 28.20   $ 25.10   $ 22.17   $ 21.90  
beginning of period                                                            
 
Income from                                                                    
Investment Operations                                                          
 
 Net investment income         .41  B    .46 B     .49       .43       .45     
 
 Net realized and              6.59      11.44     3.99      4.14      1.07    
 unrealized gain (loss)                                                        
 
 Total from investment         7.00      11.90     4.48      4.57      1.52    
 operations                                                                    
 
Less Distributions                                                             
 
 From net                      (.41)     (.48)     (.48)     (.40)     (.48)   
 investment income                                                             
 
 From net realized gain        (1.36)    (1.12)    (.90)     (1.24)    (.77)   
 
 Total distributions           (1.77)    (1.60)    (1.38)    (1.64)    (1.25)  
 
Net asset value,              $ 43.73   $ 38.50   $ 28.20   $ 25.10   $ 22.17  
end of period                                                                  
 
TOTAL RETURN A                 19.06%    44.16%    18.39%    21.95%    7.08%   
 
RATIOS AND SUPPLEMENTAL DATA                                                   
 
Net assets, end of period     $ 44,361  $ 34,284  $ 19,206  $ 12,106  $ 8,757  
(in millions)                                                                  
 
Ratio of expenses to           .69%      .73%      .75%      .78%      .83%    
average net assets                                                             
 
Ratio of expenses to           .68% C    .71% C    .74% C    .77% C    .82% C  
average net assets after                                                       
expense reductions                                                             
 
Ratio of net investment        1.02%     1.43%     1.82%     2.21%     2.09%   
income to average                                                              
net assets                                                                     
 
Portfolio turnover rate        32%       38%       41%       67%       92%     
 
Average commission rate D     $ .0444   $ .0433                                
 
</TABLE>
 
J 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).
K NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
L 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).
M 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, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Growth & Income Portfolio (the fund) is a fund of Fidelity
Securities Fund (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Effective the close of
business on April 3, 1998, the fund was closed to new accounts. The
financial statements have been prepared in conformity with generally
accepted accounting principles which require 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. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, gains and losses between trade date
and settlement date on purchases and sales of securities. 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
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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
among the funds in the trust.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Under the Plan, deferred amounts are treated as though
equivalent dollar amounts had been invested in shares of a
cross-section of Fidelity funds, including shares of the fund.
Deferred amounts remain in the fund until distributed in accordance
with the Plan.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for foreign currency transactions, market discount,
non-taxable dividends and losses deferred due to wash sales. The fund
also utilized earnings and profits 
distributed to shareholders on redemption of shares as a part of the
dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
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.
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 
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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 Fidelity Investments Money Management, Inc., 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 earned 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).
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $14,830,258,000 and $12,088,546,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates ranged from .2500% to .5200% for the
period. 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 .49% 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 .19% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The
accounting fee is based on the level of average net assets for the
month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $2,863,000 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 $3,319,000 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 $7,000 and $2,187,000, respectively, under these
arrangements.
6. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
AMOUNTS IN THOUSANDS
 PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME 
Bard (C.R.), Inc.  $ 28,420 $ - $ 588 $ 146,501 
Bausch & Lomb, Inc.   13,086  15,267  4,375  214,699 
Block (H&R), Inc.   51,962  -  3,747  279,527 
CBL & Associates Properties, Inc.   4,979  -  3,715  52,444
Capital Trust Class A   5,611  -  -  14,415 
Carson Pirie Scott & Co.   -  8,143  -  -
Coram Healthcare Corp.   -  4,602  -  7,405 
Forest Laboratories, Inc.   15,591  -  -  169,613 
ITT Corp.   9,465  21,468  -  - 
Jostens, Inc.   -  22,504  604  - 
Litton Industries, Inc.   16,643  -  -  191,877 
Oak Industries, Inc.   -  13,141  -  - 
Quality Foods Centers, Inc.   6,257  -  -  - 
Unifi, Inc.   15,613  -  -  99,815 
TOTALS  $ 167,627 $ 85,125 $ 13,029 $ 1,176,296 
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity Growth & Income Portfolio:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Growth & Income Portfolio (a fund of Fidelity Securities Fund
) at July 31, 1998, and the results of its operations, the changes in
its net assets and the financial highlights for the periods indicated,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fidelity
Growth & Income Portfolio's management; our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at July 31,
1998 
by correspondence with the custodian and brokers, provide a reasonable
basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP         PricewaterhouseCoopers LLP
Boston, Massachusetts
September 9, 1998
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Growth & Income Portfolio voted to
pay to shareholders of record at the opening of business on record
date, the following distributions derived from capital gains realized
from sales of portfolio securities, and dividends derived from net
investment income:
 
PAY DATE      9/8/97 12/22/97 9/8/98
 
RECORD DATE   9/5/97 12/19/97 9/4/98
 
DIVIDENDS     $.10   $.11     $.09
 
SHORT-TERM
CAPITAL GAINS $.20   $.09     $.14
 
LONG-TERM
CAPITAL GAINS $.88   $.19     $1.44
 
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate 47.60% 23.37%
 20% rate 52.40% 76.63%
A total of 3.36% 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 61% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentages for use in preparing 1998 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 Xpress(registered trademark) provides 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.
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
1 For mutual fund and brokerage trading.
 
2 For quotes.*
 
3 For account balances and holdings.
 
4 To review orders and mutual 
fund activity.
 
5 To change your PIN.
 
*0  To speak to a Fidelity representative.
 
 
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.
(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 and we'll send you an America Online CD or disk with up
to 50 free hours of Web access.
(COMPUTER_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 VISIT FIDELITY
 
 
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
48 West Putnam Avenue
Greenwich, CT
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
8880 Tamiami Trail, North
Naples, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, FL
GEORGIA
3445 Peachtree 
Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
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
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
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OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Richard A. Spillane Jr., Vice President
Steven Kaye, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
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
* INDEPENDENT TRUSTEES
 
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FIDELITY
BLUE CHIP GROWTH
FUND
ANNUAL REPORT
JULY 31, 1998
 
(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
 
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   27  The auditors' opinion.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           28                                              
 
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:
So far, 1998 has been a year of considerable volatility in the U.S.
stock and bond markets. In the first quarter, the U.S. stock market
soared as inflation and interest rates remained stable, while the
economy maintained strong growth. By summer, however, investors began
to exercise caution relative to the troublesome Asian economic climate
and reports of concerns about corporate earnings domestically. Market
volatility and low interest rates were also the main stories in the
bond market, with many investors moving assets to highly rated U.S.
Treasuries. 
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
PERIODS ENDED JULY 31, 1998     PAST 1  PAST 5   PAST 10  
                                YEAR    YEARS    YEARS    
 
Fidelity Blue Chip Growth       20.17%  172.39%  619.41%  
 
Fidelity Blue Chip Growth       16.56%  164.22%  597.83%  
(incl. 3.00% sales charge)                                
 
S&P 500 (registered trademark)  19.29%  180.53%  445.15%  
 
Growth Funds Average            13.15%  136.52%  357.07%  
 
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
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 908 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, 1998       PAST 1  PAST 5  PAST 10  
                                  YEAR    YEARS   YEARS    
 
Fidelity Blue Chip Growth         20.17%  22.19%  21.81%   
 
Fidelity Blue Chip Growth         16.56%  21.45%  21.44%   
(incl. 3.00% sales charge)                                 
 
S&P 500                           19.29%  22.91%  18.48%   
 
Growth Funds Average              13.15%  18.42%  16.02%   
 
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
             Blue Chip Growth            S&P 500
             00312                       SP001
  1988/07/31       9700.00                    10000.00
  1988/08/31       9292.36                     9660.00
  1988/09/30       9709.26                    10071.52
  1988/10/31       9690.74                    10351.50
  1988/11/30       9514.71                    10203.48
  1988/12/31       9811.79                    10382.04
  1989/01/31      10536.53                    11142.00
  1989/02/28      10220.62                    10864.57
  1989/03/31      10462.20                    11117.71
  1989/04/30      11177.64                    11694.72
  1989/05/31      11902.37                    12168.36
  1989/06/30      11484.26                    12099.00
  1989/07/31      12599.23                    13191.54
  1989/08/31      12905.85                    13450.09
  1989/09/30      13225.18                    13394.95
  1989/10/31      13028.35                    13084.18
  1989/11/30      13253.30                    13351.10
  1989/12/31      13367.15                    13671.53
  1990/01/31      12247.68                    12754.17
  1990/02/28      12579.73                    12918.70
  1990/03/31      13205.87                    13261.04
  1990/04/30      13082.54                    12929.52
  1990/05/31      14562.51                    14190.14
  1990/06/30      14894.55                    14093.65
  1990/07/31      14543.53                    14048.55
  1990/08/31      13291.25                    12778.56
  1990/09/30      12663.40                    12156.25
  1990/10/31      12587.28                    12103.97
  1990/11/30      13386.47                    12885.89
  1990/12/31      13835.19                    13245.41
  1991/01/31      14918.61                    13822.91
  1991/02/28      16069.14                    14811.25
  1991/03/31      16874.52                    15169.68
  1991/04/30      16692.35                    15206.08
  1991/05/31      17574.43                    15862.99
  1991/06/30      16692.35                    15136.46
  1991/07/31      18159.28                    15841.82
  1991/08/31      18955.07                    16217.27
  1991/09/30      18658.05                    15946.44
  1991/10/31      19032.36                    16160.13
  1991/11/30      18629.25                    15508.87
  1991/12/31      21418.11                    17283.09
  1992/01/31      20744.28                    16961.62
  1992/02/29      20840.54                    17182.12
  1992/03/31      20272.60                    16847.07
  1992/04/30      20542.13                    17342.38
  1992/05/31      20965.68                    17427.35
  1992/06/30      20359.23                    17167.69
  1992/07/31      21196.70                    17869.85
  1992/08/31      20975.30                    17503.51
  1992/09/30      21253.83                    17710.06
  1992/10/31      21548.89                    17772.04
  1992/11/30      22679.94                    18378.07
  1992/12/31      22739.95                    18604.12
  1993/01/31      22789.75                    18760.39
  1993/02/28      22640.34                    19015.53
  1993/03/31      23736.01                    19416.76
  1993/04/30      24114.51                    18946.88
  1993/05/31      25379.50                    19454.65
  1993/06/30      25618.55                    19511.07
  1993/07/31      25618.55                    19433.03
  1993/08/31      27212.24                    20169.54
  1993/09/30      27778.52                    20014.23
  1993/10/31      28089.02                    20428.53
  1993/11/30      27235.15                    20234.46
  1993/12/31      28311.88                    20479.29
  1994/01/31      29436.39                    21175.59
  1994/02/28      29459.82                    20601.73
  1994/03/31      28534.44                    19703.49
  1994/04/30      29377.82                    19955.70
  1994/05/31      29752.66                    20282.97
  1994/06/30      28721.86                    19786.04
  1994/07/31      29448.11                    20435.02
  1994/08/31      31041.16                    21272.86
  1994/09/30      30948.96                    20751.67
  1994/10/31      32377.74                    21218.59
  1994/11/30      30689.19                    20445.80
  1994/12/31      31100.59                    20749.02
  1995/01/31      30321.58                    21287.04
  1995/02/28      31328.30                    22116.59
  1995/03/31      32646.63                    22769.25
  1995/04/30      33857.10                    23439.81
  1995/05/31      34612.14                    24376.70
  1995/06/30      36529.71                    24942.97
  1995/07/31      39058.51                    25770.08
  1995/08/31      39465.99                    25834.76
  1995/09/30      39900.58                    26924.99
  1995/10/31      38895.85                    26828.87
  1995/11/30      40239.68                    28006.65
  1995/12/31      39925.77                    28546.06
  1996/01/31      40470.74                    29517.77
  1996/02/29      40146.35                    29791.40
  1996/03/31      40639.42                    30078.29
  1996/04/30      40860.01                    30521.64
  1996/05/31      41690.44                    31308.80
  1996/06/30      41820.20                    31428.08
  1996/07/31      39912.79                    30039.59
  1996/08/31      40950.84                    30673.13
  1996/09/30      43397.72                    32399.41
  1996/10/31      44043.98                    33292.98
  1996/11/30      47233.12                    35809.60
  1996/12/31      46065.94                    35100.21
  1997/01/31      48743.37                    37293.27
  1997/02/28      48447.45                    37585.65
  1997/03/31      46065.94                    36041.26
  1997/04/30      48870.20                    38192.92
  1997/05/31      51730.82                    40518.11
  1997/06/30      53774.13                    42333.32
  1997/07/31      58072.11                    45701.78
  1997/08/31      55169.21                    43141.57
  1997/09/30      57916.75                    45504.43
  1997/10/31      55995.41                    43984.58
  1997/11/30      57712.97                    46020.63
  1997/12/31      58513.35                    46810.80
  1998/01/31      59610.66                    47328.53
  1998/02/28      63866.44                    50741.86
  1998/03/31      66698.69                    53340.35
  1998/04/30      67262.18                    53876.96
  1998/05/31      65927.61                    52950.81
  1998/06/30      69516.11                    55101.68
  1998/07/31      69783.03                    54514.84
IMATRL PRASUN   SHR__CHT 19980731 19980821 155337 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Blue Chip Growth Fund on July 31, 1988 and the
current 3.00% sales charge was paid. As the chart shows, by July 31,
1998, the value of the investment would have grown to $69,783 - a
597.83% on the initial investment. For comparison, look at how the
Standard & Poor's 500 Index did over the same period. With dividends
and capital gains, if any, reinvested, the same $10,000 would have
grown to $54,515 - a 445.15% 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
For the most part, the past 12 
months have been witness to solid 
gains and record-setting stock 
market performance in the U.S. 
Despite that, the final few weeks 
of the period ending July 31, 1998, 
left many investors asking "What 
have you done for me lately?" For 
the 12-month period, the Standard 
& Poor's 500 Index - a measure 
of the U.S. stock market - 
produced a return of 19.29%. But 
whether one of the longest 
running bull markets in recent 
history is now an endangered 
species remains to be seen. 
There have been some 
extraordinary highs and lows in 
the equity market over the past 12 
months. In late October, the Dow 
Jones Industrial Average fell 
550-plus points in one trading 
session. That, however, was 
quickly overcome by the first 
quarter of 1998 as investors in 
stocks were rewarded with strong 
gains and an upward trend in 
stock prices. But despite low 
interest rates, a strong economy 
and tame inflation domestically, 
investor uncertainty over 
corporate earnings reports and 
the Asian market upheaval 
began to have a tangible effect on 
our markets at home. After hitting 
a record of 9337.97 on July 17, 
1998, the Dow Jones Industrial 
Average racked up losses of over 
400 points the week of July 
20th. Still, the 12-month S&P 
return of 19.29% is nearly twice 
that of the stock market's historical 
annual performance.
An interview with John McDowell, Portfolio Manager of Fidelity Blue
Chip Growth Fund
Q. HOW DID THE FUND PERFORM OVER THE PAST YEAR, JOHN?
A. Quite well. For the 12 months that ended July 31, 1998, the fund
posted a return of 20.17%, beating both the 19.29% return of the
Standard & Poor's 500 Index and the 13.15% return of the growth funds
average tracked by Lipper Analytical Services.
Q. WHY DID THE FUND'S PERFORMANCE BEAT THAT OF THE S&P 500?
A. Several sectors in the S&P 500 struggled due to the decline in
commodity prices that occurred during the period, with the energy and
other cyclical sectors - those that tend to move up and down with the
economy - especially affected. While the U.S. economy remained
relatively strong, economic problems in Asia reduced demand for
commodities such as oil, dampening the earnings of companies in these
sectors. In addition, large-capitalization banks lagged in the first
seven months of 1998. Fortunately, I did not have heavy exposure to
these sectors because I felt the valuations of stocks in these parts
of the market were high relative to their earnings projections.
Instead, I focused on growth companies, including retailers Home Depot
and Wal-Mart, technology companies Microsoft, EMC, BMC Software, Dell
Computer and America Online, and pharmaceutical firms Schering-Plough
and Warner Lambert. These investments all contributed positively to
performance.
Q. AND WHY DID THE FUND BEAT ITS PEERS?
A. It did so because of solid stock picking and because of the style
of the fund. Many of the funds in Lipper's growth category follow a
more aggressive growth approach, sometimes paying a premium for rapid,
short-term earnings growth. Remember, stock prices usually follow
earnings. Aggressive growth stocks tended to lag during the period due
to fallout from financial and economic problems in the Far East amid a
general environment in which more and more companies missed earnings
estimates. On the other hand, many of the fund's large-cap companies
were able to post steady earnings resulting from strong unit growth. 
Q. THE MAKE-UP OF THE FUND REMAINED FAIRLY STABLE DURING THE PAST SIX
MONTHS: SEVEN OF THE TOP 10 STOCKS REMAINED IN THAT GROUP, AND THE
ONLY SIGNIFICANT SECTOR WEIGHTING CHANGE WAS AN INCREASE OF ABOUT 4%
IN THE FUND'S TECHNOLOGY INVESTMENTS. WHAT DOES THAT SAY ABOUT YOUR
INVESTMENT APPROACH?
A. As I said, I tend to look for companies that can provide growth
over both the short and long term. There usually is not a lot of
turnover in the fund. The typical stock is held for a period of two
years. In terms of technology, part of the increased weighting
resulted from the strong price appreciation of some of the fund's
holdings. In addition, I added to selected technology holdings that I
felt had positive prospects.
Q. FOUR OF THE TOP 10 HOLDINGS ARE HEALTH STOCKS. WHY DID YOU FIND
THEM ATTRACTIVE?
A. These holdings were selected on a stock-by-stock basis because I
anticipated that they would deliver some of the best revenue growth
among the blue chip stocks. Demand has been driven by more direct
marketing to the consumer, and the companies have benefited from rapid
new-product development, richer new-product pipelines and somewhat
faster approvals from the Food and Drug Administration. 
Q. WHICH STOCKS DIDN'T PERFORM AS WELL AS YOU WOULD HAVE LIKED?
A. I'd mention two. Oxford Health, a health maintenance organization,
had problems with its computer systems that hurt its earnings. Cendant
- - a consumer-services and franchising company formed by the merger of
HFS and CUC - suffered from accounting irregularities at CUC, causing
the stock to drop. The fund no longer holds either stock. 
Q. WHAT'S YOUR OUTLOOK?
A. The U.S. economy has had an incredible run in the 1990s. Executives
of companies with whom I meet are indicating that economic growth
should continue, but I'm cautious because of the uncertain outlook for
overseas economies. The question going forward is to what degree the
problems in the Far East will spill over and slow the U.S. economy.
The outlook for corporate profit growth in the U.S. is fairly modest,
at a time when the prices investors are paying for future earnings are
at record levels. As a result, the market is vulnerable to bad news
such as earnings disappointments or signs of inflation. The stocks
that should do well are those that post good earnings growth, but
presently that list is growing smaller. However, my investment style
won't be affected by this backdrop. I'll still look to buy individual
stocks based on their individual prospects, particularly stocks with
attractive valuations relative to their longer-term earnings outlook. 
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.
JOHN MCDOWELL ON MANAGING 
DURING PERIODS OF VOLATILITY:
"WHENEVER STOCK PRICES MOVE 
SHARPLY UP OR DOWN, I LOOK CLOSELY 
FOR OPPORTUNITY. IF A STOCK'S PRICE 
MOVES UP, I MIGHT PARE MY 
POSITION. ON DAYS WHEN THERE ARE 
BROAD PRICE DECLINES IN STOCK 
PRICES, I LOOK TO BUY STOCKS OF 
COMPANIES WITH SOLID 
FUNDAMENTALS WHOSE PRICES ARE BEING 
DRAGGED DOWN WITH THE OVERALL 
MARKET. WHILE VOLATILITY MAY CREATE 
OPPORTUNITIES TO BUY OR SELL, IT 
DOESN'T CHANGE MY BEDROCK APPROACH. 
I LOOK AT A CORE UNIVERSE OF 500 TO 600 
BLUE CHIP GROWTH STOCKS, THEN 
DETERMINE WHICH COMPANIES OFFER THE 
BEST NEAR-TERM AND LONG-TERM 
EARNINGS GROWTH, AND CONCLUDE BY 
CHOOSING STOCKS BASED ON STRICT 
VALUATION PARAMETERS.
"IT'S IMPORTANT FOR INVESTORS TO 
REMEMBER THAT VOLATILITY IS PART OF 
INVESTING IN THE STOCK MARKET. OVER 
THE PAST FEW YEARS, WE'VE 
EXPERIENCED A KIND OF INVESTMENT 
UTOPIA. HOWEVER, PERIODIC MARKET 
CORRECTIONS OF 10% TO 20% ARE MORE 
THE HISTORIC NORM RATHER THAN THE 
EXCEPTION. STOCK PRICES DURING THE 
PAST FEW YEARS HAVE FAR OUTPACED 
EARNINGS GROWTH, SO RECENT PRICE 
DROPS ARE PART OF A HEALTHY 
CORRECTIVE PROCESS. IT'S IMPORTANT 
FOR INVESTORS TO REMEMBER THAT THE 
20% TO 40% ANNUAL GAINS IN THE 
MARKET WE'VE SEEN FOR SEVERAL YEARS 
ARE EXCEPTIONAL. ANNUAL GAINS IN THE 
8% TO 11% RANGE ARE MORE TYPICAL 
WHEN LOOKING AT THE COMPLETE 
HISTORY OF THE STOCK MARKET."
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, 1998, 
MORE THAN $17.0 BILLION
MANAGER: JOHN MCDOWELL, 
SINCE 1996; LEADER, FIDELITY 
GROWTH FUNDS GROUP; 
MANAGER, FIDELITY LARGE CAP 
STOCK FUND, 1995-1996; 
JOINED FIDELITY IN 1985
(CHECKMARK)
 
 
INVESTMENT CHANGES 
 
 
 
 
TOP TEN STOCKS AS OF JULY 31, 1998                                         
 
                                    % OF FUND'S   % OF FUND'S INVESTMENTS  
                                    INVESTMENTS   IN THESE STOCKS          
                                                  6 MONTHS AGO             
 
Microsoft Corp.                      3.3           2.6                     
 
General Electric Co.                 3.3           3.2                     
 
Philip Morris Companies, Inc.        2.4           2.8                     
 
Merck & Co., Inc.                    2.2           2.7                     
 
Bristol-Myers Squibb Co.             2.0           1.9                     
 
Intel Corp.                          2.0           1.6                     
 
Johnson & Johnson                    1.8           1.4                     
 
Schering-Plough Corp.                1.7           1.5                     
 
Wal-Mart Stores, Inc.                1.7           1.5                     
 
Coca-Cola Co. (The)                  1.6           1.0                     
 
 
<TABLE>
<CAPTION>
<S>                                          <C>           <C>                      
TOP FIVE MARKET SECTORS AS OF JULY 31, 1998                                         
 
                                             % OF FUND'S   % OF FUND'S INVESTMENTS  
                                             INVESTMENTS   IN THESE MARKET SECTORS  
                                                           6 MONTHS AGO             
 
TECHNOLOGY                                    23.2          19.5                    
 
HEALTH                                        17.9          18.6                    
 
FINANCE                                       11.7          12.4                    
 
NONDURABLES                                   11.5          12.5                    
 
RETAIL & WHOLESALE                            8.1           6.5                     
 
</TABLE>
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)               
 
AS OF JULY 31, 1998 * AS OF JANUARY 31, 1998 ** 
ROW: 1, COL: 1, VALUE: 96.09999999999999
ROW: 1, COL: 2, VALUE: 3.9
STOCKS 95.8%
SHORT-TERM
INVESTMENTS 4.2%
FOREIGN
INVESTMENTS 3.0%
STOCKS 96.1%
SHORT-TERM
INVESTMENTS 3.9%
FOREIGN
INVESTMENTS 3.3%
ROW: 1, COL: 1, VALUE: 95.8
ROW: 1, COL: 2, VALUE: 4.2
*
**
   
 
INVESTMENTS JULY 31, 1998  
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                   <C>         <C>          <C>              
COMMON STOCKS - 96.1%                                                                           
 
                                                      SHARES                   VALUE (NOTE 1)   
                                                                               (000S)           
 
AEROSPACE & DEFENSE - 0.7%                                                                      
 
AEROSPACE & DEFENSE - 0.4%                                                                      
 
Textron, Inc.                                          887,400                 $ 65,557         
 
SHIP BUILDING & REPAIR - 0.3%                                                                   
 
General Dynamics Corp.                                 1,262,300                60,038          
 
TOTAL AEROSPACE & DEFENSE                                                       125,595         
 
BASIC INDUSTRIES - 1.2%                                                                         
 
CHEMICALS & PLASTICS - 0.5%                                                                     
 
Monsanto Co.                                           1,147,100                64,955          
 
Sealed Air Corp. (a)                                   667,200                  26,688          
 
                                                                                91,643          
 
PACKAGING & CONTAINERS - 0.6%                                                                   
 
Owens Illinois, Inc. (a)                               2,283,300                100,751         
 
PAPER & FOREST PRODUCTS - 0.1%                                                                  
 
Fort James Corp.                                       503,712                  17,000          
 
TOTAL BASIC INDUSTRIES                                                          209,394         
 
CONSTRUCTION & REAL ESTATE - 0.6%                                                               
 
ENGINEERING - 0.6%                                                                              
 
IMS Health, Inc.                                       1,621,200                101,832         
 
DURABLES - 0.7%                                                                                 
 
HOME FURNISHINGS - 0.5%                                                                         
 
Leggett & Platt, Inc.                                  3,248,200                87,092          
 
TEXTILES & APPAREL - 0.2%                                                                       
 
NIKE, Inc. Class B                                     878,100                  39,075          
 
TOTAL DURABLES                                                                  126,167         
 
ENERGY - 3.1%                                                                                   
 
ENERGY SERVICES - 1.0%                                                                          
 
Dresser Industries, Inc.                               1,396,500                49,314          
 
Halliburton Co.                                        2,054,800                74,615          
 
Noble Drilling Corp. (a)                               1,257,200                23,730          
 
Transocean Offshore, Inc.                              530,600                  20,926          
 
                                                                                168,585         
 
COMMON STOCKS - CONTINUED                                                                       
 
                                                      SHARES                   VALUE (NOTE 1)   
                                                                               (000S)           
 
ENERGY - CONTINUED                                                                              
 
OIL & GAS - 2.1%                                                                                
 
Anadarko Petroleum Corp.                               1,962,000               $ 67,321         
 
Royal Dutch Petroleum Co.                              1,303,300                66,468          
 
Texaco, Inc.                                           2,164,300                131,616         
 
Total SA:                                                                                       
 
Class B                                                717,000                  81,974          
 
sponsored ADR                                          199,500                  11,409          
 
                                                                                358,788         
 
TOTAL ENERGY                                                                    527,373         
 
FINANCE - 11.7%                                                                                 
 
BANKS - 2.6%                                                                                    
 
Bank of New York, Inc.                                 1,871,800                119,795         
 
BankAmerica Corp.                                      1,006,500                90,333          
 
Citicorp                                               550,400                  93,568          
 
NationsBank Corp.                                      773,600                  61,695          
 
U.S. Bancorp                                           1,820,200                83,729          
 
                                                                                449,120         
 
CREDIT & OTHER FINANCE - 2.2%                                                                   
 
American Express Co.                                   1,471,743                162,444         
 
Associates First Capital Corp.                         1,008,000                78,309          
 
Fleet Financial Group, Inc.                            1,012,600                87,020          
 
Household International, Inc.                          1,090,100                54,232          
 
                                                                                382,005         
 
FEDERAL SPONSORED CREDIT - 2.3%                                                                 
 
Fannie Mae                                             3,714,200                230,280         
 
Freddie Mac                                            3,419,000                161,548         
 
                                                                                391,828         
 
INSURANCE - 3.6%                                                                                
 
Allstate Corp.                                         706,900                  29,999          
 
AMBAC, Inc.                                            1,514,600                88,225          
 
American International Group, Inc.                     1,146,700                172,937         
 
MBIA, Inc.                                             1,066,900                71,882          
 
MGIC Investment Corp.                                  815,300                  43,720          
 
Old Republic International Corp.                       1,035,850                27,515          
 
Progressive Corp.                                      469,000                  57,980          
 
COMMON STOCKS - CONTINUED                                                                       
 
                                                      SHARES                   VALUE (NOTE 1)   
                                                                               (000S)           
 
FINANCE - CONTINUED                                                                             
 
INSURANCE - CONTINUED                                                                           
 
Provident Companies, Inc.                              748,500                 $ 27,601         
 
UNUM Corp.                                             1,824,600                96,134          
 
                                                                                615,993         
 
SAVINGS & LOANS - 0.5%                                                                          
 
Washington Mutual, Inc.                                2,023,850                80,828          
 
SECURITIES INDUSTRY - 0.5%                                                                      
 
Travelers Group, Inc. (The)                            1,305,300                87,455          
 
TOTAL FINANCE                                                                   2,007,229       
 
HEALTH - 17.9%                                                                                  
 
DRUGS & PHARMACEUTICALS - 11.8%                                                                 
 
American Home Products Corp.                           5,247,100                270,226         
 
Bristol-Myers Squibb Co.                               3,019,400                344,023         
 
Elan Corp. PLC ADR (a)                                 597,300                  43,006          
 
Genentech, Inc. special (a)                            374,300                  25,850          
 
Lilly (Eli) & Co.                                      3,324,700                223,586         
 
Merck & Co., Inc.                                      3,083,700                380,259         
 
Pfizer, Inc.                                           1,765,200                194,172         
 
Schering-Plough Corp.                                  3,046,900                294,788         
 
Warner-Lambert Co.                                     3,335,400                252,031         
 
                                                                                2,027,941       
 
MEDICAL EQUIPMENT & SUPPLIES - 4.3%                                                             
 
Abbott Laboratories                                    2,246,900                93,387          
 
Becton, Dickinson & Co.                                907,400                  74,974          
 
Bergen Brunswig Corp. Class A                          419,100                  22,212          
 
Cardinal Health, Inc.                                  1,086,500                104,372         
 
Guidant Corp.                                          959,600                  71,310          
 
Johnson & Johnson                                      3,984,900                307,834         
 
Medtronic, Inc.                                        1,060,000                65,654          
 
                                                                                739,743         
 
MEDICAL FACILITIES MANAGEMENT - 1.8%                                                            
 
Health Management Associates, Inc. Class A (a)         4,851,850                114,018         
 
HEALTHSOUTH Corp. (a)                                  3,217,100                80,830          
 
COMMON STOCKS - CONTINUED                                                                       
 
                                                      SHARES                   VALUE (NOTE 1)   
                                                                               (000S)           
 
HEALTH - CONTINUED                                                                              
 
MEDICAL FACILITIES MANAGEMENT - CONTINUED                                                       
 
Pacificare Health Sytems, Inc. Class B (a)             595,300                 $ 42,713         
 
Tenet Healthcare Corp. (a)                             2,192,400                65,635          
 
                                                                                303,196         
 
TOTAL HEALTH                                                                    3,070,880       
 
INDUSTRIAL MACHINERY & EQUIPMENT - 7.0%                                                         
 
ELECTRICAL EQUIPMENT - 4.5%                                                                     
 
Alcatel Alsthom Compagnie Generale d'Electricite SA    708,635                  140,977         
 
General Electric Co.                                   6,376,100                569,465         
 
Honeywell, Inc.                                        700,200                  58,686          
 
                                                                                769,128         
 
INDUSTRIAL MACHINERY & EQUIPMENT - 1.8%                                                         
 
Cooper Industries, Inc.                                1,118,200                58,636          
 
Ingersoll-Rand Co.                                     1,650,250                72,920          
 
Tyco International Ltd.                                2,721,700                168,575         
 
                                                                                300,131         
 
POLLUTION CONTROL - 0.7%                                                                        
 
Waste Management, Inc.                                 2,172,790                119,775         
 
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT                                          1,189,034       
 
MEDIA & LEISURE - 5.4%                                                                          
 
BROADCASTING - 2.5%                                                                             
 
CBS Corp.                                              2,169,900                73,641          
 
Clear Channel Communications, Inc. (a)                 1,081,900                60,789          
 
Comcast Corp. Class A special                          1,439,800                65,376          
 
MediaOne Group, Inc. (a)                               1,001,400                48,380          
 
Tele-Communications, Inc. (TCI Group) Series A (a)     1,426,100                59,540          
 
Time Warner, Inc.                                      1,238,887                111,577         
 
                                                                                419,303         
 
ENTERTAINMENT - 1.2%                                                                            
 
Carnival Corp. Class A                                 2,343,100                86,548          
 
Disney (Walt) Co.                                      3,557,900                122,525         
 
Iwerks Entertainment, Inc. warrants 7/2/99 (a)         82                       -               
 
                                                                                209,073         
 
COMMON STOCKS - CONTINUED                                                                       
 
                                                      SHARES                   VALUE (NOTE 1)   
                                                                               (000S)           
 
MEDIA & LEISURE - CONTINUED                                                                     
 
LODGING & GAMING - 0.2%                                                                         
 
Mirage Resorts, Inc. (a)                               1,664,000               $ 35,776         
 
PUBLISHING - 0.7%                                                                               
 
Times Mirror Co. Class A                               650,600                  39,077          
 
Tribune Co.                                            1,188,100                79,900          
 
                                                                                118,977         
 
RESTAURANTS - 0.8%                                                                              
 
Brinker International, Inc. (a)                        274,100                  5,345           
 
McDonald's Corp.                                       2,054,300                137,253         
 
                                                                                142,598         
 
TOTAL MEDIA & LEISURE                                                           925,727         
 
NONDURABLES - 11.5%                                                                             
 
BEVERAGES - 2.9%                                                                                
 
Coca-Cola Co. (The)                                    3,442,800                277,791         
 
PepsiCo, Inc.                                          5,811,500                225,559         
 
                                                                                503,350         
 
FOODS - 1.9%                                                                                    
 
Heinz (H.J.) Co.                                       737,600                  40,660          
 
Hershey Foods Corp.                                    992,300                  62,639          
 
Quaker Oats Co.                                        1,298,100                68,637          
 
Ralston Purina Co.                                     1,467,100                47,222          
 
Sara Lee Corp.                                         2,018,800                101,192         
 
                                                                                320,350         
 
HOUSEHOLD PRODUCTS - 4.3%                                                                       
 
Avon Products, Inc.                                    1,417,600                122,622         
 
Clorox Co.                                             1,144,500                117,311         
 
Colgate-Palmolive Co.                                  771,800                  71,343          
 
Gillette Co.                                           4,318,300                226,171         
 
Procter & Gamble Co.                                   2,530,200                200,835         
 
                                                                                738,282         
 
TOBACCO - 2.4%                                                                                  
 
Philip Morris Companies, Inc.                          9,203,900                403,246         
 
TOTAL NONDURABLES                                                               1,965,228       
 
COMMON STOCKS - CONTINUED                                                                       
 
                                                      SHARES                   VALUE (NOTE 1)   
                                                                               (000S)           
 
RETAIL & WHOLESALE - 8.1%                                                                       
 
APPAREL STORES - 0.9%                                                                           
 
Gap, Inc.                                              1,828,600               $ 109,030        
 
TJX Companies, Inc.                                    1,677,400                39,419          
 
                                                                                148,449         
 
DRUG STORES - 1.5%                                                                              
 
CVS Corp.                                              1,137,100                46,621          
 
Rite Aid Corp.                                         3,348,000                132,246         
 
Walgreen Co.                                           1,926,500                83,201          
 
                                                                                262,068         
 
GENERAL MERCHANDISE STORES - 2.9%                                                               
 
Consolidated Stores Corp. (a)                          1,604,387                53,948          
 
Costco Companies, Inc. (a)                             1,052,900                59,752          
 
Dayton Hudson Corp.                                    1,739,500                83,170          
 
Wal-Mart Stores, Inc.                                  4,655,200                293,860         
 
                                                                                490,730         
 
GROCERY STORES - 1.2%                                                                           
 
Meyer (Fred), Inc. (a)                                 983,600                  43,340          
 
Safeway, Inc. (a)                                      3,702,300                164,058         
 
                                                                                207,398         
 
RETAIL & WHOLESALE, MISCELLANEOUS - 1.6%                                                        
 
Home Depot, Inc.                                       3,506,500                146,835         
 
Lowe's Companies, Inc.                                 765,400                  29,468          
 
Staples, Inc. (a)                                      3,017,750                99,209          
 
                                                                                275,512         
 
TOTAL RETAIL & WHOLESALE                                                        1,384,157       
 
SERVICES - 1.9%                                                                                 
 
ADVERTISING - 0.8%                                                                              
 
Omnicom Group, Inc.                                    2,461,600                129,234         
 
EDUCATIONAL SERVICES - 0.2%                                                                     
 
Apollo Group, Inc. Class A (a)                         1,129,150                40,508          
 
SERVICES - 0.9%                                                                                 
 
AccuStaff, Inc. (a)                                    1,991,800                47,056          
 
COMMON STOCKS - CONTINUED                                                                       
 
                                                      SHARES                   VALUE (NOTE 1)   
                                                                               (000S)           
 
SERVICES - CONTINUED                                                                            
 
SERVICES - CONTINUED                                                                            
 
Robert Half International, Inc. (a)                    639,450                 $ 34,051         
 
Service Corp. International, Inc.                      1,877,900                71,125          
 
                                                                                152,232         
 
TOTAL SERVICES                                                                  321,974         
 
TECHNOLOGY - 23.2%                                                                              
 
COMMUNICATIONS EQUIPMENT - 4.2%                                                                 
 
Advanced Fibre Communications, Inc. (a)                257,100                  5,126           
 
Ascend Communications, Inc. (a)                        1,110,600                49,387          
 
Aspect Telecommunications Corp. (a)                    1,416,500                45,195          
 
Cisco Systems, Inc. (a)                                2,182,850                209,008         
 
Lucent Technologies, Inc.                              2,828,642                261,473         
 
OY Nokia AB sponsored ADR                              829,200                  72,244          
 
Tellabs, Inc. (a)                                      1,075,900                80,995          
 
                                                                                723,428         
 
COMPUTER SERVICES & SOFTWARE - 8.4%                                                             
 
America Online, Inc.                                   848,900                  99,321          
 
Automatic Data Processing, Inc.                        1,561,990                105,727         
 
BMC Software, Inc.                                     1,420,500                70,048          
 
Ceridian Corp. (a)                                     561,341                  32,102          
 
Computer Associates International, Inc.                1,306,050                43,345          
 
Compuware Corp. (a)                                    1,350,400                72,668          
 
DST Systems, Inc. (a)                                  710,900                  44,609          
 
Electronic Data Systems Corp.                          1,272,900                44,790          
 
Equifax, Inc.                                          1,950,300                79,719          
 
HBO & Co.                                              976,000                  28,762          
 
J.D. Edwards & Co.                                     773,600                  28,913          
 
Microsoft Corp. (a)                                    5,210,800                572,861         
 
Oracle Corp. (a)                                       2,770,000                73,405          
 
PeopleSoft, Inc. (a)                                   28,900                   1,089           
 
Saville System PLC sponsored ADR (a)                   238,800                  6,030           
 
Shared Medical Systems Corp.                           781,400                  53,038          
 
SunGard Data Systems, Inc. (a)                         2,362,200                84,153          
 
                                                                                1,440,580       
 
COMPUTERS & OFFICE EQUIPMENT - 6.1%                                                             
 
Comdisco, Inc.                                         3,243,600                50,073          
 
COMMON STOCKS - CONTINUED                                                                       
 
                                                      SHARES                   VALUE (NOTE 1)   
                                                                               (000S)           
 
TECHNOLOGY - CONTINUED                                                                          
 
COMPUTERS & OFFICE EQUIPMENT - CONTINUED                                                        
 
Compaq Computer Corp.                                  4,183,100               $ 137,519        
 
Dell Computer Corp. (a)                                1,655,400                179,766         
 
EMC Corp. (a)                                          2,158,600                105,771         
 
Fore Systems, Inc. (a)                                 2,487,500                59,234          
 
Gateway 2000, Inc. (a)                                 1,008,000                54,432          
 
Hewlett-Packard Co.                                    1,257,100                69,769          
 
IBM Corp.                                              804,700                  106,623         
 
Pitney-Bowes, Inc.                                     3,023,600                152,692         
 
Xerox Corp.                                            1,165,700                123,054         
 
                                                                                1,038,933       
 
ELECTRONIC INSTRUMENTS - 0.4%                                                                   
 
Applied Materials, Inc. (a)                            365,500                  12,244          
 
Novellus Systems, Inc. (a)                             1,508,900                59,224          
 
                                                                                71,468          
 
ELECTRONICS - 4.1%                                                                              
 
Intel Corp.                                            4,073,660                343,970         
 
Linear Technology Corp.                                1,222,290                73,108          
 
Maxim Integrated Products, Inc. (a)                    1,414,300                45,258          
 
Micron Technology, Inc. (a)                            2,038,300                68,028          
 
Motorola, Inc.                                         394,300                  20,602          
 
Texas Instruments, Inc.                                1,728,300                102,510         
 
Xilinx, Inc. (a)                                       1,247,600                46,785          
 
                                                                                700,261         
 
TOTAL TECHNOLOGY                                                                3,974,670       
 
UTILITIES - 3.1%                                                                                
 
CELLULAR - 0.2%                                                                                 
 
Nextel Communications, Inc. Class A (a)                1,102,100                29,516          
 
TELEPHONE SERVICES - 2.9%                                                                       
 
AT&T Corp.                                             2,334,400                141,523         
 
MCI Communications Corp.                               1,149,700                74,443          
 
SBC Communications, Inc.                               2,659,500                108,707         
 
COMMON STOCKS - CONTINUED                                                                       
 
                                                      SHARES                   VALUE (NOTE 1)   
                                                                               (000S)           
 
UTILITIES - CONTINUED                                                                           
 
TELEPHONE SERVICES - CONTINUED                                                                  
 
Telebras sponsored ADR (a)                             413,700                 $ 50,290         
 
WorldCom, Inc. (a)                                     2,486,600                131,479         
 
                                                                                506,442         
 
TOTAL UTILITIES                                                                 535,958         
 
TOTAL COMMON STOCKS                                                16,465,218                   
(Cost $11,295,386)                                                                              
 
</TABLE>
 
CASH EQUIVALENTS - 3.9%                                                      
 
                                                                             
 
Taxable Central Cash Fund (b)           668,217,671                 668,218  
 
TOTAL INVESTMENT IN SECURITIES - 100%                $ 17,133,436            
(Cost $11,963,604)                                                           
 
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 5.62%. 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, 1998, the aggregate cost of investment securities for
income tax purposes was $11,969,777,000. Net unrealized appreciation
aggregated $5,163,659,000, of which $5,408,369,000 related to
appreciated investment securities and $244,710,000 related to
depreciated investment securities.
The fund hereby designates approximately $431,972,000 as a capital
gain dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                            <C>        <C>           
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT)                           JULY 31, 1998                            
 
ASSETS                                                                                  
 
INVESTMENT IN SECURITIES, AT VALUE (COST $11,963,604) -                   $ 17,133,436  
SEE ACCOMPANYING SCHEDULE                                                               
 
RECEIVABLE FOR INVESTMENTS SOLD                                            144,551      
 
RECEIVABLE FOR FUND SHARES SOLD                                            45,476       
 
DIVIDENDS RECEIVABLE                                                       10,342       
 
INTEREST RECEIVABLE                                                        2,866        
 
OTHER RECEIVABLES                                                          742          
 
 TOTAL ASSETS                                                              17,337,413   
 
LIABILITIES                                                                             
 
PAYABLE FOR INVESTMENTS PURCHASED                              $ 238,454                
 
PAYABLE FOR FUND SHARES REDEEMED                                82,016                  
 
ACCRUED MANAGEMENT FEE                                          6,721                   
 
OTHER PAYABLES AND ACCRUED EXPENSES                             3,981                   
 
 TOTAL LIABILITIES                                                         331,172      
 
NET ASSETS                                                                $ 17,006,241  
 
NET ASSETS CONSIST OF:                                                                  
 
PAID IN CAPITAL                                                           $ 10,969,219  
 
UNDISTRIBUTED NET INVESTMENT INCOME                                        41,266       
 
ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON                      825,828      
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS                                           
 
NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS                  5,169,928    
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                                        
 
NET ASSETS, FOR 361,351 SHARES OUTSTANDING                                $ 17,006,241  
 
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                             $47.06       
($17,006,241 (DIVIDED BY) 361,351 SHARES)                                               
 
MAXIMUM OFFERING PRICE PER SHARE (100/97.00 OF $47.06)                     $48.52       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                       <C>         <C>          
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS                                   YEAR ENDED JULY 31, 1998                                     
 
INVESTMENT INCOME                                                     $ 142,667    
DIVIDENDS                                                                          
 
INTEREST                                                               32,929      
 
 TOTAL INCOME                                                          175,596     
 
EXPENSES                                                                           
 
MANAGEMENT FEE                                            $ 85,630                 
BASIC FEE                                                                          
 
 PERFORMANCE ADJUSTMENT                                    (18,210)                
 
TRANSFER AGENT FEES                                        33,554                  
 
ACCOUNTING FEES AND EXPENSES                               835                     
 
NON-INTERESTED TRUSTEES' COMPENSATION                      64                      
 
CUSTODIAN FEES AND EXPENSES                                370                     
 
REGISTRATION FEES                                          1,087                   
 
AUDIT                                                      134                     
 
LEGAL                                                      70                      
 
MISCELLANEOUS                                              57                      
 
 TOTAL EXPENSES BEFORE REDUCTIONS                          103,591                 
 
 EXPENSE REDUCTIONS                                        (2,642)     100,949     
 
NET INVESTMENT INCOME                                                  74,647      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                
NET REALIZED GAIN (LOSS) ON:                                                       
 
 INVESTMENT SECURITIES                                     1,048,125               
 
 FOREIGN CURRENCY TRANSACTIONS                             (659)       1,047,466   
 
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:                           
 
 INVESTMENT SECURITIES                                     1,649,172               
 
 ASSETS AND LIABILITIES IN FOREIGN CURRENCIES              115         1,649,287   
 
NET GAIN (LOSS)                                                        2,696,753   
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                       $ 2,771,400  
FROM OPERATIONS                                                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                      <C>           <C>           
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS                                     YEAR ENDED    YEAR ENDED    
                                                         JULY 31,      JULY 31,      
                                                         1998          1997          
 
INCREASE (DECREASE) IN NET ASSETS                                                    
 
OPERATIONS                                               $ 74,647      $ 81,862      
NET INVESTMENT INCOME                                                                
 
 NET REALIZED GAIN (LOSS)                                 1,047,466     397,079      
 
 CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)     1,649,287     3,376,584    
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          2,771,400     3,855,525    
FROM OPERATIONS                                                                      
 
DISTRIBUTIONS TO SHAREHOLDERS                             (83,745)      (77,278)     
FROM NET INVESTMENT INCOME                                                           
 
 FROM NET REALIZED GAIN                                   (562,631)     (604,630)    
 
 TOTAL DISTRIBUTIONS                                      (646,376)     (681,908)    
 
SHARE TRANSACTIONS                                        5,357,347     3,742,863    
NET PROCEEDS FROM SALES OF SHARES                                                    
 
 REINVESTMENT OF DISTRIBUTIONS                            636,271       668,511      
 
 COST OF SHARES REDEEMED                                  (3,989,701)   (2,887,001)  
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          2,003,917     1,524,373    
FROM SHARE TRANSACTIONS                                                              
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 4,128,941     4,697,990    
 
NET ASSETS                                                                           
 
 BEGINNING OF PERIOD                                      12,877,300    8,179,310    
 
 END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT   $ 17,006,241  $ 12,877,300  
INCOME OF $41,266 AND $55,275, RESPECTIVELY)                                         
 
OTHER INFORMATION                                                                    
SHARES                                                                               
 
 SOLD                                                     126,191       109,213      
 
 ISSUED IN REINVESTMENT OF DISTRIBUTIONS                  16,359        22,656       
 
 REDEEMED                                                 (93,696)      (85,260)     
 
 NET INCREASE (DECREASE)                                  48,854        46,609       
 
</TABLE>
 
 
 
<TABLE>
<CAPTION>
<S>                              <C>       <C>       <C>      <C>       <C>       
FINANCIAL HIGHLIGHTS
                                              YEARS ENDED JULY 31,                          
 
                                 1998      1997      1996     1995      1994  
SELECTED PER-SHARE DATA                                                           
 
NET ASSET VALUE,                 $ 41.21   $ 30.76   $ 32.59  $ 25.14   $ 25.72   
BEGINNING OF PERIOD                                                               
 
INCOME FROM                                                                       
INVESTMENT OPERATIONS                                                             
 
 NET INVESTMENT INCOME            .22 C     .28 C     .34      .07 C     .12      
 
 NET REALIZED AND                 7.64      12.70     .42      7.96      3.43     
 UNREALIZED GAIN (LOSS)                                                           
 
 TOTAL FROM INVESTMENT            7.86      12.98     .76      8.03      3.55     
 OPERATIONS                                                                       
 
LESS DISTRIBUTIONS                                                                
 
 FROM NET INVESTMENT INCOME       (.26)     (.28)     (.12)    -         (.01)    
 
 FROM NET REALIZED GAIN           (1.75)    (2.25)    (2.47)   (.58)     (4.12)   
 
 TOTAL DISTRIBUTIONS              (2.01)    (2.53)    (2.59)   (.58)     (4.13)   
 
NET ASSET VALUE, END OF PERIOD   $ 47.06   $ 41.21   $ 30.76  $ 32.59   $ 25.14   
 
TOTAL RETURN A, B                 20.17%    45.50%    2.19%    32.64%    14.95%   
 
RATIOS AND SUPPLEMENTAL DATA                                                      
 
NET ASSETS, END OF PERIOD        $ 17,006  $ 12,877  $ 8,179  $ 6,421   $ 2,229   
(IN MILLIONS)                                                                     
 
RATIO OF EXPENSES TO              .72%      .80%      .98%     1.05%     1.27%    
AVERAGE NET ASSETS                                                                
 
RATIO OF EXPENSES                 .70% D    .78% D    .95% D   1.02% D   1.22% D  
TO AVERAGE NET ASSETS                                                             
AFTER EXPENSE REDUCTIONS                                                          
 
RATIO OF NET INVESTMENT INCOME    .52%      .81%      1.10%    .25%      .21%     
TO AVERAGE NET ASSETS                                                             
 
PORTFOLIO TURNOVER RATE           49%       51%       206%     182%      271%     
 
AVERAGE COMMISSION RATE E        $ .0448   $ .0441                                
 
</TABLE>
 
N 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).
O TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
P NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
Q 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).
R 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, 1998 
 
 
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, 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 require management to make certain estimates and
assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities for which exchange
quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value as determined in
good faith under consistently applied procedures under the general
supervision of the Board of Trustees. Short-term securities 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. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. 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
dividend income, if any, are recorded at the fair market value of 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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
among the funds in the trust.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Under the Plan, deferred amounts are treated as though
equivalent dollar amounts had been invested in shares of a
cross-section of Fidelity funds, including shares of the fund.
Deferred amounts remain in the fund until distributed in accordance
with the Plan.
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.
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 
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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 Fidelity Investments Money Management, Inc., 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 earned by the fund are recorded
as interest income in the accompanying financial statements.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $8,263,640,000 and $6,825,887,000, 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
(plus/minus).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 .47% 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 receives a sales
charge of up to 3% for selling shares of the fund. Prior to October
12, 1990, 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD - CONTINUED
FDC received a sales charge of up to 2% and a deferred sales charge of
up to 1%. Shares purchased before October 12, 1990 are subject to a 1%
deferred sales charge upon redemption. For the period, FDC received
sales charges of $4,097,000 of which $4,066,000 was retained, and
deferred sales charges of $19,000, 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 .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 $1,863,796 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 $1,884,000 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 $1,000 and $757,000, respectively, under these
arrangements.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Securities Fund and the Shareholders of
Fidelity Blue Chip Growth Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Blue Chip Growth Fund (a fund of Fidelity Securities Fund) at
July 31, 1998, and the results of its operations, the changes in its
net assets and the financial highlights for the periods indicated, in
conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fidelity Blue
Chip Growth Fund 's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included 
confirmation of securities at July 31, 1998 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion
expressed above.
/s/PricewaterhouseCoopers LLP    PricewaterhouseCoopers LLP
Boston, Massachusetts
September 9, 1998
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Blue Chip Growth Fund voted to pay
to shareholders of record at the opening of business on record date,
the following distributions derived from capital gains realized from
sales of portfolio securities, and dividends derived from net
investment income:
 
PAY DATE      9/8/97 12/22/97 9/8/98
 
RECORD DATE   9/5/97 12/19/97 9/4/98
 
DIVIDENDS     $ .16  $ .10    $ .10
 
SHORT-TERM
CAPITAL GAINS $ .33  $ .29    $ .36
 
LONG-TERM
CAPITAL GAINS $ .80  $ .33    $1.70
 
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate 54.80% 54.95% 
 20% rate 45.20% 45.05% 
A total of 0.74% 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 44% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentages for use in preparing 1998 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 Xpress(registered trademark) provides 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.
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
1 For mutual fund and brokerage trading.
 
2 For quotes.*
 
3 For account balances and holdings.
 
4 To review orders and mutual 
fund activity.
 
5 To change your PIN.
 
*0  To speak to a Fidelity representative.
 
 
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.
(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 and we'll send you an America Online CD or disk with up
to 50 free hours of Web access.
(COMPUTER_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 VISIT FIDELITY
 
 
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
48 West Putnam Avenue
Greenwich, CT
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
8880 Tamiami Trail, North
Naples, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, FL
GEORGIA
3445 Peachtree 
Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
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
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
 
 
Fidelity Brokerage Services, Inc.
100 Summer St., Boston, MA 02110  Member NYSE/SIPC
 
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
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
OREGON
16850 SW 72 Avenue 
Tigard, 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
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
 
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
Abigail Johnson, Vice President
John McDowell, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
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
 
BCF-ANN-0998 60538
1.536058.101
 
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Contrafund II
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational Fund
Fidelity Fifty SM
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 Selector
Small Cap Stock Fund
Stock Selector
TechnoQuant SM 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)
TouchTone Xpress (registered trademark)  1-800-544-5555
 AUTOMATED LINE FOR QUICKEST SERVICE
 
(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com



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