FIDELITY SECURITIES FUND, N-30D, 1998-03-19

FIDELITY SECURITIES FUND
N-30D, 1998-03-19

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FIDELITY

(REGISTERED TRADEMARK)

BLUE CHIP GROWTH
FUND
SEMIANNUAL REPORT
JANUARY 31, 1998
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.

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:
As we entered 1998, the pesky economic and currency crises in
Southeast Asia were still very much with us. Adding to these concerns
was the possibility that U.S. corporate earnings might decline in the
face of lower global product demand. But the news wasn't all bad as
low inflation, low interest rates and moderate economic growth
continued to prevail. The bond market performed well, as it benefited
from the favorable economic backdrop and a "flight-to-safety"
mentality on the part of stock investors.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation.
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are
available 24 hours a day, seven days a week to provide you the
information you need to make the investments that are right for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance.
You can look at the total percentage change in value, the average
annual percentage change or the growth of a hypothetical $10,000
investment. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value).
CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PERIODS ENDED JANUARY 31, 1998 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS

FIDELITY BLUE CHIP GROWTH 2.65% 22.29% 161.57% 538.95%

FIDELITY BLUE CHIP GROWTH -0.43% 18.63% 153.72% 519.79%
(INCL. 3% SALES CHARGE)

S&P 500 (REGISTERED TRADEMARK) 3.56% 26.91% 152.28% 410.11%

GROWTH FUNDS AVERAGE 1.20% 19.68% 115.43% 346.13%
</TABLE>
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or 10 years. For example, if you had invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare the fund's return to the performance
of the Standard & Poor's 500 Index - a widely recognized, unmanaged
index of common stocks. To measure how the fund's performance stacked
up against its peers, you can compare it to the growth funds average,
which reflects the performance of mutual funds with similar objectives
tracked by Lipper Analytical Services, Inc. The past six months
average represents a peer group of 916 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 JANUARY 31, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY BLUE CHIP GROWTH 22.29% 21.20% 20.38%

FIDELITY BLUE CHIP GROWTH (INCL. 3%
SALES CHARGE) 18.63% 20.47% 20.01%

S&P 500 26.91% 20.33% 17.69%

GROWTH FUNDS AVERAGE 19.68% 16.24% 15.67%

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)
$10,000 OVER 10 YEARS
IMAHDR PRASUN SHR__CHT 19980131 19980209 141157 S00000000000001
Blue Chip Growth S&P 500
00312 SP001
1988/01/31 9700.00 10000.00
1988/02/29 10114.20 10466.00
1988/03/31 9748.16 10142.60
1988/04/30 9728.90 10255.18
1988/05/31 9728.90 10344.40
1988/06/30 10287.59 10819.21
1988/07/31 10085.30 10778.10
1988/08/31 9661.47 10411.64
1988/09/30 10094.94 10855.18
1988/10/31 10075.67 11156.95
1988/11/30 9892.65 10997.41
1988/12/31 10201.54 11189.86
1989/01/31 10955.06 12008.96
1989/02/28 10626.60 11709.94
1989/03/31 10877.78 11982.78
1989/04/30 11621.64 12604.69
1989/05/31 12375.16 13115.18
1989/06/30 11940.44 13040.42
1989/07/31 13099.70 14217.97
1989/08/31 13418.50 14496.64
1989/09/30 13750.51 14437.21
1989/10/31 13545.86 14102.26
1989/11/30 13779.75 14389.95
1989/12/31 13898.12 14735.31
1990/01/31 12734.19 13746.57
1990/02/28 13079.42 13923.90
1990/03/31 13730.43 14292.88
1990/04/30 13602.20 13935.56
1990/05/31 15140.96 15294.28
1990/06/30 15486.19 15190.28
1990/07/31 15121.23 15141.67
1990/08/31 13819.21 13772.86
1990/09/30 13166.41 13102.12
1990/10/31 13087.27 13045.78
1990/11/30 13918.21 13888.54
1990/12/31 14384.75 14276.03
1991/01/31 15511.20 14898.47
1991/02/28 16707.44 15963.71
1991/03/31 17544.81 16350.03
1991/04/30 17355.40 16389.27
1991/05/31 18272.52 17097.28
1991/06/30 17355.40 16314.23
1991/07/31 18880.60 17074.47
1991/08/31 19708.00 17479.14
1991/09/30 19399.18 17187.24
1991/10/31 19788.36 17417.54
1991/11/30 19369.24 16715.62
1991/12/31 22268.87 18627.88
1992/01/31 21568.28 18281.40
1992/02/29 21668.37 18519.06
1992/03/31 21077.86 18157.94
1992/04/30 21358.10 18691.78
1992/05/31 21798.48 18783.37
1992/06/30 21167.94 18503.50
1992/07/31 22038.68 19260.30
1992/08/31 21808.48 18865.46
1992/09/30 22098.08 19088.07
1992/10/31 22404.85 19154.88
1992/11/30 23580.83 19808.06
1992/12/31 23643.22 20051.70
1993/01/31 23695.01 20220.14
1993/02/28 23539.66 20495.13
1993/03/31 24678.85 20927.58
1993/04/30 25072.38 20421.13
1993/05/31 26387.62 20968.42
1993/06/30 26636.17 21029.22
1993/07/31 26636.17 20945.11
1993/08/31 28293.16 21738.93
1993/09/30 28881.94 21571.54
1993/10/31 29204.77 22018.07
1993/11/30 28316.99 21808.90
1993/12/31 29436.49 22072.78
1994/01/31 30605.66 22823.26
1994/02/28 30630.02 22204.75
1994/03/31 29667.89 21236.62
1994/04/30 30544.77 21508.45
1994/05/31 30934.49 21861.19
1994/06/30 29862.75 21325.59
1994/07/31 30617.84 22025.07
1994/08/31 32274.18 22928.10
1994/09/30 32178.32 22366.36
1994/10/31 33663.85 22869.60
1994/11/30 31908.22 22036.69
1994/12/31 32335.97 22363.49
1995/01/31 31526.01 22943.38
1995/02/28 32572.72 23837.48
1995/03/31 33943.42 24540.93
1995/04/30 35201.97 25263.66
1995/05/31 35987.00 26273.45
1995/06/30 37980.74 26883.78
1995/07/31 40609.99 27775.24
1995/08/31 41033.66 27844.96
1995/09/30 41485.51 29020.02
1995/10/31 40440.86 28916.42
1995/11/30 41838.08 30185.85
1995/12/31 41511.70 30767.23
1996/01/31 42078.32 31814.54
1996/02/29 41741.04 32109.46
1996/03/31 42253.70 32418.68
1996/04/30 42483.05 32896.53
1996/05/31 43346.47 33744.93
1996/06/30 43481.38 33873.50
1996/07/31 41498.21 32376.97
1996/08/31 42577.48 33059.80
1996/09/30 45121.56 34920.40
1996/10/31 45793.49 35883.51
1996/11/30 49109.32 38595.94
1996/12/31 47895.77 37831.36
1997/01/31 50679.55 40195.06
1997/02/28 50371.87 40510.19
1997/03/31 47895.77 38845.62
1997/04/30 50811.42 41164.71
1997/05/31 53785.67 43670.82
1997/06/30 55910.14 45627.27
1997/07/31 60378.85 49257.83
1997/08/31 57360.64 46498.41
1997/09/30 60217.32 49045.12
1997/10/31 58219.66 47407.02
1997/11/30 60005.44 49601.49
1997/12/31 60837.61 50453.15
1998/01/30 61978.51 51011.16
IMATRL PRASUN SHR__CHT 19980131 19980209 141201 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Blue Chip Growth Fund on January 31, 1988, and
the current 3% sales charge was paid. As the chart shows, by January
31, 1998, the value of the investment would have grown to $61,979 - a
519.79% increase on the initial investment. For comparison, look at
how the S&P 500 did over the same period. With dividends and capital
gains, if any, reinvested, the same $10,000 investment would have
grown to $51,011 - a 410.11% 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
With economic woes in Southeast
Asia and a resulting "flight to
quality" mentality on the part of
investors playing leading roles,
the previously surging U.S. stock
market cooled down during the
six-month period that ended
January 31, 1998. The Standard &
Poor's 500 Index returned 3.56%
during this time. After a prolonged
stretch of strong performance by
stocks of larger companies,
smaller-company stocks gained
momentum in August and
September due mainly to solid
earnings growth. In addition,
many large-cap stocks had
become expensive relative to
smaller-cap stocks and investors
took advantage of cheap
opportunities within the small-cap
universe. Thousands of miles
away, though, an imposing
obstacle loomed in the form of an
economic crisis in Southeast Asia.
What began as a trickle in June -
with several small Asian countries
devaluing their currencies -
transformed into a downpour in
October as larger markets such as
Hong Kong became affected. This
brought concern and volatility to
markets across the globe. In the
U.S., for instance, the Dow Jones
Industrial Average tumbled
550-plus points in one session,
only to bounce back significantly
the next. Since Southeast Asia is
an important technology hub,
many small semiconductor-related
stocks - prevalent in the
small-cap arena - suffered
dramatically. As the period came
to a close, investors had begun to
favor the reliability and liquidity of
larger stocks, retracing the steps
they took in 1996 and early 1997.
An interview with John McDowell, Portfolio Manager of Fidelity Blue
Chip Growth Fund
Q. HOW DID THE FUND PERFORM, JOHN?
A. For the six months that ended January 31, 1998, the fund returned
2.65%. This surpassed the growth funds average - as tracked by Lipper
Analytical Services - which returned 1.20% during this time. The
Standard & Poor's 500 Index returned 3.56% for the six-month period.
For the 12 months that ended January 31, 1998, the fund posted a
return of 22.29%, while the Lipper group and S&P 500 returned 19.68%
and 26.91%, respectively.
Q. WHAT WERE THE PRIMARY INFLUENCES BEHIND THE FUND'S PERFORMANCE
DURING THE PAST SIX MONTHS?
A. As problems in Asia mounted, many investors adopted a more
defensive approach to buying stocks, a trend that both helped and hurt
the fund's performance. Because of their concerns over the financial
crisis in Asia, many investors rotated back to stocks of larger
companies toward the end of the period, particularly into well-known
companies with steady earnings growth track records. Since the fund
maintains a large-cap emphasis within the portfolio, this factor
helped performance. Along the same lines, though, investors also
flocked to electric and telephone utility stocks in their search for
investments that could benefit from falling long-term interest rates.
Since utility stocks are not typically growth-oriented, the fund's
exposure to this sector has historically been limited. Not owning
enough utility stocks had a negative impact on performance during the
period.
Q. HOW DID THE CURRENCY CRISIS IN SOUTHEAST ASIA AFFECT THE FUND AND
YOUR STRATEGY?
A. The dilemma in Asia proved most harmful to technology stocks,
particularly those involved in semiconductor production. Since Blue
Chip is a growth-oriented fund - and the technology group is a
frequent mining area for ideas - the fund had a fair amount of
technology exposure, which detracted from performance. In the months
of October and November alone, semiconductor-related positions such as
KLA-Tencor, Micron Technology and Applied Materials declined
considerably. In terms of overall strategy, I didn't make wholesale
changes. I did, however, cut back on some technology stocks that had
relatively high degrees of exposure to the Asian region.
Q. YOU ADDED TO THE FUND'S MEDIA- AND LEISURE-RELATED STOCKS DURING
THE PERIOD. WHAT WAS THE DRAW?
A. Much of the increase was due to the fund's added exposure to Walt
Disney stock. Disney, in my view, has a unique opportunity to leverage
the power of its brand name and its flagship characters by entering
new businesses - such as the soon-to-be-launched Disney cruise ship.
The company was also in a good position to expand its geographical
reach by selling its products in new countries around the world. I
also added positions in Time-Warner, Carnival Cruise Lines and America
Online.
Q. WHICH STOCKS PERFORMED WELL? WHERE DID THE DISAPPOINTMENTS LIE?
A. Many of the fund's pharmaceutical-related stocks were positive
contributors, including Schering-Plough, American Home Products and
SmithKline-Beecham. These stocks benefited from well-received new
products and positive earnings growth outlooks. Another top performer
was Fannie Mae, which benefited from low interest rates and investors'
perceptions that it was a safe stock amid increasing global
volatility. Disappointments, on the other hand, came mainly from not
owning enough of certain stocks. AT&T, for instance, named a new CEO
and his early decisions have been very well-received. I didn't
anticipate this level of improvement in the company, and having low
exposure to AT&T's stock hurt performance relative to the index. Not
owning enough telephone utility stocks overall - which were boosted
nicely by a sharp decline in long-term interest rates - was also a
negative.
Q. WHAT'S YOUR OUTLOOK?
A. After six years of U.S. economic expansion, we're still seeing an
incredible continuation of low inflation, moderate growth and low
interest rates. If these dynamics can continue, this backdrop could
provide a tailwind for favorable valuation improvement. The problems
in Asia cannot be ignored and may very well result in a slowdown of
corporate earnings growth in certain industries. One final point
concerns Europe. Toward the end of the period, we had begun to see
signs that European economies were on the upswing. If Europe can
perform well in upcoming months, some of the ramifications emanating
from Asia could be less painful.
JOHN MCDOWELL DISCUSSES THE
BASICS OF HIS INVESTMENT
APPROACH:
"IN LOOKING FOR STOCKS WITH SUPERIOR
FUTURE GROWTH POTENTIAL, MY
INVESTMENT FOCUS IS ON LARGE,
HIGH-QUALITY GROWTH STOCKS. THIS
FOCUS DOESN'T TYPICALLY CHANGE. I AM
PRICE-SENSITIVE, THOUGH, AND THE
HIGH VALUATIONS OF CERTAIN LARGE
CONSUMER STOCKS DURING THE PERIOD
DISCOURAGED ME FROM TAKING LARGE
POSITIONS IN THEM.
"YEAR IN AND YEAR OUT FOR AS FAR BACK
AS WE HAVE STUDIED - OVER 20 YEARS
- - THERE HAS BEEN A STRONG
CORRELATION BETWEEN EARNINGS
GROWTH AND STOCK PRICE PERFORMANCE.
THE STOCKS THAT HAVE THE BEST
EARNINGS GROWTH IN A GIVEN YEAR
TEND TO HAVE THE BEST STOCK PRICE
PERFORMANCE. MY INVESTMENT
DISCIPLINE AND THE FIDELITY
RESEARCH DEPARTMENT ARE FOCUSED ON
TRYING TO PREDICT FUTURE EARNINGS
GROWTH. OVER THE PAST COUPLE OF
YEARS, HOWEVER, CERTAIN COMPANIES
HAVE UNDERGONE DRAMATIC
PRICE-TO-EARNINGS RATIO EXPANSIONS
RELATIVE TO THE MARKET DESPITE HAVING
ONLY AVERAGE EARNINGS GROWTH. THIS
HAS PROVED IMPOSSIBLE FOR ME TO
ANTICIPATE AND INCORPORATE AS A PART OF
OUR INVESTMENT PROCESS. IF I WAS LUCKY
ENOUGH TO BE INVESTED IN THESE
STOCKS, THEY HELPED PERFORMANCE. IF
NOT, THEY HURT."
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 JANUARY 31, 1998,
MORE THAN $14.0 BILLION
MANAGER: JOHN MCDOWELL,
SINCE 1996; LEADER, FIDELITY
GROWTH FUNDS GROUP; MANAGER,
FIDELITY LARGE CAP STOCK FUND,
1995-1996; JOINED FIDELITY
IN 1985
(CHECKMARK)
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF JANUARY 31, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

GENERAL ELECTRIC CO. 3.2 3.0

PHILIP MORRIS COMPANIES, INC. 2.8 2.3

MERCK & CO., INC. 2.7 1.7

MICROSOFT CORP. 2.6 2.1

AMERICAN HOME PRODUCTS CORP. 2.0 1.5

BRISTOL-MYERS SQUIBB CO. 1.9 1.4

PROCTER & GAMBLE CO. 1.7 1.6

FANNIE MAE 1.7 1.4

INTEL CORP. 1.6 2.2

SCHERING-PLOUGH CORP. 1.5 1.0

TOP FIVE MARKET SECTORS AS OF JANUARY 31, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 19.5 21.4

HEALTH 18.6 15.1

NONDURABLES 12.5 10.0

FINANCE 12.4 12.8

INDUSTRIAL MACHINERY & EQUIPMENT 6.7 6.8

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF JANUARY 31, 1998 * AS OF JULY 31, 1997 **
ROW: 1, COL: 1, VALUE: 95.8
ROW: 1, COL: 2, VALUE: 4.2
STOCKS 95.8%
SHORT-TERM
INVESTMENTS 4.2%
FOREIGN
INVESTMENTS 3.6%
STOCKS 95.8%
SHORT-TERM
INVESTMENTS 4.2%
FOREIGN
INVESTMENTS 3.0%
ROW: 1, COL: 1, VALUE: 95.8
ROW: 1, COL: 2, VALUE: 4.2
*
**
INVESTMENTS JANUARY 31, 1998 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 95.8%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 1.1%
AEROSPACE & DEFENSE - 0.7%
AlliedSignal, Inc. 1,116,000 $ 43,454
Lockheed Martin Corp. 469,800 48,889
Precision Castparts Corp. 163,700 8,533
100,876
SHIP BUILDING & REPAIR - 0.4%
General Dynamics Corp. 611,900 52,776
TOTAL AEROSPACE & DEFENSE 153,652
BASIC INDUSTRIES - 2.2%
CHEMICALS & PLASTICS - 1.0%
Air Products & Chemicals, Inc. 797,800 63,873
Monsanto Co. 1,112,000 52,751
Sealed Air Corp. (a) 410,300 25,798
142,422
PACKAGING & CONTAINERS - 0.4%
Owens-Illinois, Inc. (a) 1,732,100 63,005
PAPER & FOREST PRODUCTS - 0.8%
Fort James Corp. 1,852,812 79,555
Kimberly-Clark Corp. 546,800 28,536
108,091
TOTAL BASIC INDUSTRIES 313,518
CONSTRUCTION & REAL ESTATE - 0.1%
BUILDING MATERIALS - 0.0%
Sherwin-Williams Co. 129,400 3,688
CONSTRUCTION - 0.1%
Lennar Corp. 306,200 7,521
TOTAL CONSTRUCTION & REAL ESTATE 11,209
DURABLES - 0.8%
CONSUMER DURABLES - 0.3%
Minnesota Mining & Manufacturing Co. 539,000 45,007
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - CONTINUED
HOME FURNISHINGS - 0.5%
Leggett & Platt, Inc. 1,587,200 $ 71,721
TOTAL DURABLES 116,728
ENERGY - 4.1%
ENERGY SERVICES - 1.9%
Dresser Industries, Inc. 1,353,800 48,398
Halliburton Co. 2,265,800 101,820
Noble Drilling Corp. 1,218,800 32,603
Schlumberger Ltd. 810,600 59,731
Transocean Offshore, Inc. 514,500 20,451
263,003
OIL & GAS - 2.2%
Anadarko Petroleum Corp. 752,300 44,386
Burlington Resources, Inc. 1,251,800 53,514
Phillips Petroleum Co. 853,300 37,545
Royal Dutch Petroleum Co. Ord. 384,800 20,112
Royal Dutch Petroleum Co. 916,500 46,971
Texaco, Inc. 1,756,400 91,443
Valero Energy Corp. 268,300 8,468
302,439
TOTAL ENERGY 565,442
FINANCE - 12.4%
BANKS - 2.6%
Bank of New York Co., Inc. 1,856,400 100,593
BankAmerica Corp. 1,053,800 74,886
Citicorp 495,900 59,012
NationsBank Corp. 925,000 55,500
U.S. Bancorp 588,100 64,397
354,388
CREDIT & OTHER FINANCE - 2.1%
American Express Co. 1,720,443 143,980
Associates First Capital Corp. 697,400 47,423
Fleet Financial Group, Inc. 611,400 43,792
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
Green Tree Financial Corp. 479,700 $ 9,504
Household International, Inc. 352,300 43,861
288,560
FEDERAL SPONSORED CREDIT - 2.7%
Freddie Mac 3,314,600 147,500
Fannie Mae 3,784,700 233,705
381,205
INSURANCE - 4.5%
Allstate Corp. 1,326,000 117,352
AMBAC, Inc. 1,480,500 70,416
American International Group, Inc. 756,300 83,429
CIGNA Corp. 244,860 41,519
MBIA, Inc. 1,224,200 79,267
Old Republic International Corp. 799,700 31,338
Progressive Corp. 424,600 46,441
Provident Companies, Inc. 921,000 33,501
Travelers Group, Inc. (The) 809,700 40,080
UNUM Corp. 1,824,600 88,721
632,064
SAVINGS & LOANS - 0.5%
Washington Mutual, Inc. 1,161,900 74,652
TOTAL FINANCE 1,730,869
HEALTH - 18.6%
DRUGS & PHARMACEUTICALS - 12.1%
American Home Products Corp. 2,916,700 278,363
Bristol-Myers Squibb Co. 2,676,600 266,824
Genentech, Inc. special (a) 363,800 23,647
Lilly (Eli) & Co. 1,982,600 133,826
Merck & Co., Inc. 3,215,900 377,063
Novartis AG (Reg.) 25,300 43,323
Pfizer, Inc. 1,895,800 155,337
Schering-Plough Corp. 2,953,800 213,781
SmithKline Beecham PLC ADR 1,133,200 71,462
Warner-Lambert Co. 847,700 127,579
1,691,205
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - 4.4%
Abbott Laboratories 1,989,000 $ 140,846
Baxter International, Inc. 822,800 45,820
Becton, Dickinson & Co. 858,200 54,174
Bergen Brunswig Corp. Class A 744,950 33,942
Cardinal Health, Inc. 986,500 76,392
Johnson & Johnson 2,967,100 198,610
Medtronic, Inc. 1,284,600 65,595
615,379
MEDICAL FACILITIES MANAGEMENT - 2.1%
Columbia/HCA Healthcare Corp. 1,806,000 45,150
HEALTHSOUTH Corp. (a) 3,206,500 71,946
Health Management Associates, Inc. Class A (a) 2,944,300 70,479
Health Care & Retirement Corp. 936,750 37,177
Tenet Healthcare Corp. (a) 2,125,500 73,330
298,082
TOTAL HEALTH 2,604,666
INDUSTRIAL MACHINERY & EQUIPMENT - 6.7%
ELECTRICAL EQUIPMENT - 4.3%
Alcatel Alsthom Compagnie Generale d'Electricite SA 909,400 120,522
Emerson Electric Co. 578,700 35,011
General Electric Co. 5,693,900 441,277
596,810
INDUSTRIAL MACHINERY & EQUIPMENT - 1.8%
Case Corp. 771,700 45,000
Ingersoll-Rand Co. 1,599,850 63,594
Stanley Works 709,900 31,413
Tyco International Ltd. 2,513,400 111,532
251,539
POLLUTION CONTROL - 0.6%
Browning-Ferris Industries, Inc. 1,122,481 38,796
USA Waste Services, Inc. (a) 1,396,300 51,314
90,110
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 938,459
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - 5.0%
BROADCASTING - 0.8%
CBS Corp. 1,013,500 $ 30,342
Comcast Corp. Class A special 946,000 29,622
Time Warner, Inc. 913,620 58,643
118,607
ENTERTAINMENT - 1.8%
Carnival Cruise Lines, Inc. Class A 1,030,700 57,526
Disney (Walt) Co. 1,484,100 158,149
MGM Grand, Inc. (a) 905,300 32,421
248,096
LODGING & GAMING - 1.0%
Hilton Hotels Corp. 1,129,700 31,985
Marriott International, Inc. 1,076,530 74,415
Mirage Resorts, Inc. (a) 1,613,200 37,204
143,604
PUBLISHING - 1.4%
Cognizant Corp. 1,213,400 55,058
New York Times Co. (The) Class A 477,700 31,080
Times Mirror Co. Class A 650,600 37,491
Tribune Co. 1,111,400 67,518
191,147
TOTAL MEDIA & LEISURE 701,454
NONDURABLES - 12.5%
BEVERAGES - 2.2%
Coca-Cola Co. (The) 2,077,100 134,492
PepsiCo, Inc. 4,832,000 174,254
308,746
FOODS - 2.8%
Campbell Soup Co. 725,300 38,804
ConAgra, Inc. 1,897,500 60,008
Hershey Foods Corp. 1,167,700 74,368
Quaker Oats Co. 891,500 47,918
Ralston Purina Co. 721,900 67,768
Sara Lee Corp. 1,957,100 106,785
Sysco Corp. 46,090 2,063
397,714
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
HOUSEHOLD PRODUCTS - 4.6%
Avon Products, Inc. 1,157,600 $ 69,456
Clorox Co. 682,500 52,297
Colgate-Palmolive Co. 1,176,100 86,149
Gillette Co. 1,895,000 187,131
Procter & Gamble Co. 3,087,500 241,983
637,016
TOBACCO - 2.9%
Philip Morris Companies, Inc. 9,302,600 386,058
RJR Nabisco Holdings Corp. 780,841 24,596
410,654
TOTAL NONDURABLES 1,754,130
PRECIOUS METALS - 0.1%
Newmont Mining Corp. 448,200 12,774
RETAIL & WHOLESALE - 6.5%
APPAREL STORES - 0.6%
Gap, Inc. 2,248,300 87,824
DRUG STORES - 0.9%
Rite Aid Corp. 1,784,000 111,389
Walgreen Co. 256,000 8,480
119,869
GENERAL MERCHANDISE STORES - 2.2%
Consolidated Stores Corp. (a) 393,500 16,183
Dayton Hudson Corp. 1,075,300 77,354
Wal-Mart Stores, Inc. 5,358,400 213,666
307,203
GROCERY STORES - 1.2%
American Stores Co. 1,249,700 27,181
Kroger Co. (The) (a) 542,300 21,217
Safeway, Inc. (a) 1,883,800 125,155
173,553
RETAIL & WHOLESALE, MISCELLANEOUS - 1.6%
Circuit City Stores, Inc. - Circuit City Group 923,410 31,511
Home Depot, Inc. 1,605,850 96,854
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Lowe's Companies, Inc. 940,900 $ 47,574
Staples, Inc. (a) 2,657,850 48,284
Toys "R" Us, Inc. (a) 2,989 80
224,303
TOTAL RETAIL & WHOLESALE 912,752
SERVICES - 3.6%
ADVERTISING - 0.7%
Omnicom Group, Inc. 2,444,300 99,148
EDUCATIONAL SERVICES - 0.3%
Apollo Group, Inc. Class A (a) 735,700 33,290
SERVICES - 2.6%
AccuStaff, Inc. (a) 2,455,200 63,221
Block (H&R), Inc. 242,700 10,648
Cendant Corp. (a) 5,095,195 172,600
Corrections Corp. of America (a) 602,700 22,225
Robert Half International, Inc. (a) 884,750 34,173
Service Corp. International 1,680,300 65,532
368,399
TOTAL SERVICES 500,837
TECHNOLOGY - 19.5%
COMMUNICATIONS EQUIPMENT - 2.2%
Advanced Fibre Communication, Inc. (a) 701,500 20,870
Ascend Communications, Inc. (a) 622,600 18,406
Aspect Telecommunications Corp. (a) 1,477,200 36,745
Cisco Systems, Inc. (a) 2,501,350 157,741
Lucent Technologies, Inc. 829,221 73,386
307,148
COMPUTER SERVICES & SOFTWARE - 7.8%
America Online, Inc. (a) 439,300 42,036
Automatic Data Processing, Inc. 1,655,290 99,007
BMC Software, Inc. (a) 1,193,000 80,826
Cadence Design Systems, Inc. 1,787,600 50,053
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Ceridian Corp. (a) 557,041 $ 25,241
Computer Associates International, Inc. 891,750 47,430
Compuware Corp. (a) 1,305,000 50,895
DST Systems, Inc. (a) 689,200 32,048
Electronic Data Systems Corp. 1,761,900 73,339
Equifax, Inc. 1,855,400 60,996
HBO & Co. 1,218,600 63,748
Microsoft Corp. (a) 2,443,700 364,568
PeopleSoft, Inc. (a) 825,000 28,875
Structural Dynamics Research Corp. (a) 25 1
SunGard Data Systems, Inc. (a) 2,415,600 71,713
1,090,776
COMPUTERS & OFFICE EQUIPMENT - 5.1%
Adaptec, Inc. (a) 1,154,300 25,755
Comdisco, Inc. 1,610,400 55,559
Compaq Computer Corp. 2,485,500 74,720
Dell Computer Corp. (a) 1,196,800 119,007
EMC Corp. (a) 2,125,200 69,202
Fore Systems, Inc. (a) 2,545,900 37,552
Hewlett-Packard Co. 1,909,100 114,546
International Business Machines Corp. 747,600 73,779
Pitney Bowes, Inc. 3,088,500 141,685
711,805
ELECTRONIC INSTRUMENTS - 0.4%
KLA-Tencor Corp. (a) 649,600 24,360
Novellus Systems, Inc. (a) 545,500 19,672
Varian Associates, Inc. 101,800 5,192
49,224
ELECTRONICS - 4.0%
Altera Corp. (a) 985,200 33,743
Intel Corp. 2,682,160 217,255
Linear Technology Corp. 1,150,590 76,227
Maxim Integrated Products, Inc. (a) 1,514,300 52,433
Micron Technology, Inc. (a) 1,026,000 35,525
Motorola, Inc. 1,170,700 69,583
Texas Instruments, Inc. 1,433,800 78,321
563,087
TOTAL TECHNOLOGY 2,722,040
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TRANSPORTATION - 0.2%
RAILROADS - 0.2%
CSX Corp. 527,400 $ 27,952
UTILITIES - 2.4%
TELEPHONE SERVICES - 2.4%
AT&T Corp. 1,432,800 89,729
Cincinnati Bell, Inc. 495,600 17,780
MCI Communications Corp. 1,393,600 64,715
SBC Communications, Inc. 839,200 65,248
WorldCom, Inc. (a) 2,761,200 98,885
TOTAL UTILITIES 336,357
TOTAL COMMON STOCKS
(Cost $10,016,080) 13,402,839
CASH EQUIVALENTS - 4.2%
Taxable Central Cash Fund (b)
(Cost $588,315) 588,314,905 588,315
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $10,604,395) $ 13,991,154
LEGEND
1. Non-income producing
2. At period end, the seven-day yield of the Taxable Central Cash Fund
was 5.63%. 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 January 31, 1998, the aggregate cost of investment securities for
income tax purposes was $10,610,134,000. Net unrealized appreciation
aggregated $3,381,020,000, of which $3,607,193,000 related to
appreciated investment securities and $226,173,000 related to
depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) JANUARY 31, 1998 (UNAUDITED)

3.ASSETS 4. 5.

6.INVESTMENT IN SECURITIES, AT VALUE (COST $10,604,395) - 7. $ 13,991,154
SEE ACCOMPANYING SCHEDULE

8.RECEIVABLE FOR INVESTMENTS SOLD 9. 214,575

10.RECEIVABLE FOR FUND SHARES SOLD 11. 113,651

12.DIVIDENDS RECEIVABLE 13. 10,078

14.INTEREST RECEIVABLE 15. 2,808

16.OTHER RECEIVABLES 17. 448

18. 19.TOTAL ASSETS 20. 14,332,714

21.LIABILITIES 22. 23.

24.PAYABLE FOR INVESTMENTS PURCHASED $ 293,855 25.

26.PAYABLE FOR FUND SHARES REDEEMED 26,336 27.

28.ACCRUED MANAGEMENT FEE 5,212 29.

30.OTHER PAYABLES AND ACCRUED EXPENSES 2,929 31.

32. 33.TOTAL LIABILITIES 34. 328,332

35.36.NET ASSETS 37. $ 14,004,382

38.NET ASSETS CONSIST OF: 39. 40.

41.PAID IN CAPITAL 42. $ 10,372,794

43.UNDISTRIBUTED NET INVESTMENT INCOME 44. 5,670

45.ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 46. 239,191
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

47.NET UNREALIZED APPRECIATION (DEPRECIATION) ON 48. 3,386,727
INVESTMENTS AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

49.50.NET ASSETS, FOR 348,398 SHARES OUTSTANDING 51. $ 14,004,382

52.53.NET ASSET VALUE AND REDEMPTION PRICE PER SHARE 54. $40.20
($14,004,382 (DIVIDED BY) 348,398 SHARES)

55.MAXIMUM OFFERING PRICE PER SHARE (100/97 OF $40.20) 56. $41.44

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, 1998 (UNAUDITED)

57.INVESTMENT INCOME 59. $ 68,033
58.DIVIDENDS

60.INTEREST 61. 16,119

62. 63.TOTAL INCOME 64. 84,152

65.EXPENSES 66. 67.

68.MANAGEMENT FEE $ 38,742 69.
BASIC FEE

70. PERFORMANCE ADJUSTMENT (8,226) 71.

72.TRANSFER AGENT FEES 15,318 73.

74.ACCOUNTING FEES AND EXPENSES 413 75.

76.NON-INTERESTED TRUSTEES' COMPENSATION 30 77.

78.CUSTODIAN FEES AND EXPENSES 176 79.

80.REGISTRATION FEES 347 81.

82.AUDIT 42 83.

84.LEGAL 40 85.

86.MISCELLANEOUS 52 87.

88. TOTAL EXPENSES BEFORE REDUCTIONS 46,934 89.

90. EXPENSE REDUCTIONS (1,168) 45,766

91.92.NET INVESTMENT INCOME 93. 38,386

94.REALIZED AND UNREALIZED GAIN (LOSS) 96. 97.
95.NET REALIZED GAIN (LOSS) ON:

98. INVESTMENT SECURITIES 461,867 99.

100. FOREIGN CURRENCY TRANSACTIONS (355) 461,512

101.CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 102. 103.
ON:

104. INVESTMENT SECURITIES (133,901) 105.

106. ASSETS AND LIABILITIES IN FOREIGN CURRENCIES (13) (133,914)

107.108.NET GAIN (LOSS) 109. 327,598

110.111.NET INCREASE (DECREASE) IN NET ASSETS RESULTING 112. $ 365,984
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED YEAR ENDED
JANUARY 31, 1998 JULY 31,
(UNAUDITED) 1997

113.INCREASE (DECREASE) IN NET ASSETS

114.OPERATIONS $ 38,386 $ 81,862
NET INVESTMENT INCOME

115. NET REALIZED GAIN (LOSS) 461,512 397,079

116. CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) (133,914) 3,376,584

117. 365,984 3,855,525
118.NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS

119.DISTRIBUTIONS TO SHAREHOLDERS (83,739) (77,278)
FROM NET INVESTMENT INCOME

120. FROM NET REALIZED GAIN (562,655) (604,630)

121. 122.TOTAL DISTRIBUTIONS (646,394) (681,908)

123.SHARE TRANSACTIONS 2,447,892 3,742,863
NET PROCEEDS FROM SALES OF SHARES

124. REINVESTMENT OF DISTRIBUTIONS 636,289 668,511

125. COST OF SHARES REDEEMED (1,676,689) (2,887,001)

126.127. 1,407,492 1,524,373
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM SHARE TRANSACTIONS

128. 1,127,082 4,697,990
129.TOTAL INCREASE (DECREASE) IN NET ASSETS

130.NET ASSETS 131. 132.

133. BEGINNING OF PERIOD 12,877,300 8,179,310

134. $ 14,004,382 $ 12,877,300
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT
INCOME OF $5,670 AND $55,275, RESPECTIVELY)

135.OTHER INFORMATION 137. 138.
136.SHARES

139. SOLD 61,874 109,213

140. ISSUED IN REINVESTMENT OF DISTRIBUTIONS 16,360 22,656

141. REDEEMED (42,333) (85,260)

142. NET INCREASE (DECREASE) 35,901 46,609

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS
143. SIX MONTHS ENDED YEARS ENDED JULY 31,
JANUARY 31, 1998

144. (UNAUDITED) 1997 1996 1995 1994 1993

145.SELECTED PER-SHARE DATA

146.NET ASSET VALUE, $ 41.21 $ 30.76 $ 32.59 $ 25.14 $ 25.72 $ 22.02
BEGINNING OF PERIOD

147.INCOME FROM INVESTMENT
148. OPERATIONS

149. NET INVESTMENT .12 D .28 D .34 .07 D .12 .10
INCOME

150. NET REALIZED AND .88 12.70 .42 7.96 3.43 4.36
UNREALIZED GAIN
(LOSS)

151. TOTAL FROM 1.00 12.98 .76 8.03 3.55 4.46
INVESTMENT
OPERATIONS

152.

153.LESS DISTRIBUTIONS (.26) (.28) (.12) - (.01) (.14)
FROM NET INVESTMENT
INCOME

154. FROM NET REALIZED (1.75) (2.25) (2.47) (.58) (4.12) (.62)
GAIN

155. TOTAL DISTRIBUTIONS (2.01) (2.53) (2.59) (.58) (4.13) (.76)

156.NET ASSET VALUE, $ 40.20 $ 41.21 $ 30.76 $ 32.59 $ 25.14 $ 25.72
END
OF PERIOD

157.TOTAL RETURN B, C 2.65% 45.50% 2.19% 32.64% 14.95% 20.86%

158.RATIOS AND SUPPLEMENTAL DATA

159.NET ASSETS, END OF $ 14,004 $ 12,877 $ 8,179 $ 6,421 $ 2,229 $ 788
PERIOD (IN MILLIONS)

160.RATIO OF EXPENSES .72% A .80% .98% 1.05% 1.27% 1.25%
TO AVERAGE NET ASSETS

161.RATIO OF EXPENSES .70% A, E .78% E .95% E 1.02% E 1.22% E 1.25%
TO AVERAGE NET ASSETS
AFTER EXPENSE
REDUCTIONS

162.RATIO OF NET .59% A .81% 1.10% .25% .21% .46%
INVESTMENT INCOME TO
AVERAGE
NET ASSETS

163.PORTFOLIO TURNOVER 54% A 51% 206% 182% 271% 319%
RATE

164.AVERAGE $ .0432 $ .0441
COMMISSION RATE F

A ANNUALIZED B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. C THE TOTAL RETURNS
WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS). D NET
INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE SHARES
OUTSTANDING DURING THE PERIOD. E FMR OR THE FUND HAS ENTERED INTO VARYING
ARRANGEMENTS WITH THIRD PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE
FUND'S EXPENSES (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS). F FOR FISCAL
YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS REQUIRED TO DISCLOSE
ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY TRADES ON WHICH
COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD TO PERIOD AND FUND
TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN VARIOUS MARKETS WHERE
TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY DIFFER.

</TABLE>

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 1998 (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Blue Chip Growth Fund(the fund) is a fund of Fidelity
Securities Fund (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust. The
financial statements have been prepared in conformity with generally
accepted accounting principles which permit management to make certain
estimates and assumptions at the date of the financial statements. The
following summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities 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 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 is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
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 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 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,
2. OPERATING POLICIES - CONTINUED
TAXABLE CENTRAL CASH FUND -
CONTINUED
Inc. (formerly FMR Texas, 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 $4,142,454,000 and $3,397,749,000, 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 annualized 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, 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 $1,769,000 of which $6,000 was paid to
securities dealers, banks and other financial institutions 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 annualized rate of .24% of average net assets.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
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 $1,131,000 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 $850,000 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 $317,000, respectively, under these
arrangements.
MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.
BY PHONE
Fidelity TouchTone Xpressprovides a single toll-free number to access
account balances, positions, quotes and trading. It's easy to navigate
the service, and on your first call, the system will help you create a
personal identification number (PIN) for security.
SM
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
For mutual fund and brokerage trading.

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

To speak to a Fidelity representative.
0
*
BY PC
Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.
(PHONE_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 for significant savings on Web access from internetMCI.
SM
(PHONE_GRAPHIC)
FIDELITY ON-LINE XPRESS+
TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD
AND RETURN WILL VARY AND,
EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS MEANS
THAT YOU MAY HAVE A GAIN
OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO ASSURANCE THAT MONEY
MARKET FUNDS WILL BE ABLE TO
MAINTAIN A STABLE $1 SHARE PRICE; AN INVESTMENT IN A MONEY MARKET FUND
IS NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT. TOTAL RETURNS ARE HISTORICAL AND
INCLUDE CHANGES IN SHARE PRICE,
REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS, AND THE EFFECTS OF ANY
SALES CHARGES.
TO 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
4001 Tamiami Trail, North
Naples, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, FL
GEORGIA
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
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
155 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
29155 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
150 Essex Street
Millburn, NJ
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
NEW YORK
1055 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
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

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
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
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Stock Selector
TechnoQuantGrowth Fund
SM
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 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE

FIDELITY

(REGISTERED TRADEMARK)

OTC
PORTFOLIO
SEMIANNUAL REPORT
JANUARY 31, 1998
CONTENTS

PRESIDENT'S MESSAGE 3 NED JOHNSON ON INVESTING STRATEGIES.

PERFORMANCE 4 HOW THE FUND HAS DONE OVER TIME.

FUND TALK 6 THE MANAGER'S REVIEW OF FUND
PERFORMANCE, STRATEGY AND OUTLOOK.

INVESTMENT CHANGES 9 A SUMMARY OF MAJOR SHIFTS IN THE FUND'S
INVESTMENTS OVER THE PAST SIX MONTHS.

INVESTMENTS 10 A COMPLETE LIST OF THE FUND'S INVESTMENTS
WITH THEIR MARKET VALUES.

FINANCIAL STATEMENTS 20 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 24 NOTES TO THE FINANCIAL STATEMENTS.

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION
OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS
IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL 1-800-544-8888 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE

There are several ways to evaluate a fund's historical performance.
You can look at the total percentage change in value, the average
annual percentage change or the growth of a hypothetical $10,000
investment. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1998 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS

FIDELITY OTC -4.42% 8.05% 101.27% 411.83%

FIDELITY OTC (INCL. 3% SALES CHARGE) -7.29% 4.81% 95.24% 396.47%

NASDAQ(REGISTERED TRADEMARK) 1.81% 17.87% 142.81% 428.03%

MID-CAP FUNDS AVERAGE 0.80% 14.33% 97.79% 354.58%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or 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 six months average represents a peer group of 279 mutual
funds. Unlike most other funds in this category, this fund invests in
large companies as well as small ones. These benchmarks include
reinvested dividends and capital gains, if any, and exclude the effect
of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY OTC 8.05% 15.02% 17.74%

FIDELITY OTC (INCL. 3% SALES CHARGE) 4.81% 14.32% 17.38%

NASDAQ 17.87% 19.41% 18.10%

MID-CAP FUNDS AVERAGE 14.33% 14.40% 16.05%

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking the
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)
$10,000 OVER 10 YEARS
IMAHDR PRASUN SHR__CHT 19980131 19980209 144732 S00000000000001
OTC Portfolio FID NASDAQ w/Wilshire Div
00093 F0091
1988/01/31 9700.00 10000.00
1988/02/29 10346.24 10661.19
1988/03/31 10582.98 10898.85
1988/04/30 10902.90 11046.81
1988/05/31 10806.93 10802.95
1988/06/30 11523.55 11526.86
1988/07/31 11485.16 11327.29
1988/08/31 11210.03 11025.99
1988/09/30 11638.72 11367.34
1988/10/31 11632.32 11228.08
1988/11/30 11254.82 10919.58
1988/12/31 11508.12 11226.35
1989/01/31 12250.16 11828.07
1989/02/28 12217.61 11796.92
1989/03/31 12751.36 12019.61
1989/04/30 13376.23 12650.56
1989/05/31 13975.07 13217.56
1989/06/30 13942.53 12911.48
1989/07/31 14554.38 13477.74
1989/08/31 15205.30 13955.52
1989/09/30 15292.12 14078.91
1989/10/31 14776.50 13581.25
1989/11/30 14912.19 13611.84
1989/12/31 15005.72 13591.02
1990/01/31 13940.27 12442.82
1990/02/28 14327.70 12760.39
1990/03/31 14871.60 13069.20
1990/04/30 14439.46 12623.06
1990/05/31 15385.70 13809.81
1990/06/30 15415.50 13927.56
1990/07/31 15214.34 13220.82
1990/08/31 13903.01 11518.07
1990/09/30 13137.87 10426.63
1990/10/31 12860.79 10000.20
1990/11/30 13753.58 10903.61
1990/12/31 14292.77 11369.84
1991/01/31 15418.30 12614.66
1991/02/28 16613.22 13815.21
1991/03/31 17546.03 14724.44
1991/04/30 17515.19 14815.71
1991/05/31 18370.91 15486.78
1991/06/30 17484.36 14580.33
1991/07/31 18717.82 15397.98
1991/08/31 19704.59 16140.63
1991/09/30 19531.43 16195.01
1991/10/31 20380.63 16707.54
1991/11/30 19417.12 16137.91
1991/12/31 21319.01 18078.89
1992/01/31 22239.57 19141.23
1992/02/29 22282.59 19568.71
1992/03/31 21568.51 18669.42
1992/04/30 20931.86 17911.95
1992/05/31 21232.98 18135.58
1992/06/30 20768.40 17481.39
1992/07/31 21207.17 18034.29
1992/08/31 20682.37 17502.91
1992/09/30 21320.72 18147.49
1992/10/31 22115.23 18847.70
1992/11/30 23676.19 20348.08
1992/12/31 24504.02 21122.28
1993/01/31 24666.43 21746.48
1993/02/28 23701.55 20967.14
1993/03/31 24523.13 21591.71
1993/04/30 23806.64 20713.14
1993/05/31 24446.71 21958.02
1993/06/30 24475.36 22085.45
1993/07/31 24742.86 22129.62
1993/08/31 25201.41 23348.32
1993/09/30 25894.02 23996.43
1993/10/31 26235.55 24536.53
1993/11/30 25542.14 23775.82
1993/12/31 26546.06 24503.53
1994/01/31 27260.85 25272.27
1994/02/28 26974.93 25042.96
1994/03/31 25897.26 23515.61
1994/04/30 25182.47 23233.58
1994/05/31 25050.51 23298.63
1994/06/30 24126.79 22394.50
1994/07/31 24654.63 22930.73
1994/08/31 25886.26 24333.60
1994/09/30 25952.24 24314.82
1994/10/31 26546.06 24758.66
1994/11/30 25677.32 23917.35
1994/12/31 25830.54 23994.39
1995/01/31 25775.04 24122.88
1995/02/28 27129.28 25378.97
1995/03/31 28039.51 26155.42
1995/04/30 29216.15 27038.11
1995/05/31 30048.68 27723.91
1995/06/30 32379.75 29958.26
1995/07/31 34511.02 32159.73
1995/08/31 34955.04 32794.12
1995/09/30 35459.49 33574.74
1995/10/31 35267.21 33361.30
1995/11/30 35900.62 34130.57
1995/12/31 35704.37 33927.33
1996/01/31 35621.97 34198.26
1996/02/29 36893.34 35521.07
1996/03/31 36963.97 35588.08
1996/04/30 39283.05 38490.78
1996/05/31 40719.23 40224.53
1996/06/30 39294.82 38352.24
1996/07/31 36728.53 34989.35
1996/08/31 38894.58 36978.23
1996/09/30 41622.79 39762.59
1996/10/31 41455.21 39605.73
1996/11/30 44407.09 41929.56
1996/12/31 44178.81 41897.15
1997/01/31 45948.12 44797.87
1997/02/28 43706.09 42515.73
1997/03/31 40383.56 39696.94
1997/04/30 42017.81 40983.12
1997/05/31 45786.05 45536.34
1997/06/30 47015.11 46911.97
1997/07/31 51944.88 51866.80
1997/08/31 51134.50 51673.68
1997/09/30 54581.23 54892.95
1997/10/31 50068.66 51912.61
1997/11/30 49902.05 52151.41
1997/12/31 48558.50 51185.72
1998/01/30 49647.26 52803.44
IMATRL PRASUN SHR__CHT 19980131 19980209 144735 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity OTC Portfolio on January 31, 1988 and the current
3% sales charge was paid. As the chart shows, by January 31, 1998, the
value of the investment would have grown to $49,647 - a 396.47%
increase on the initial investment. For comparison, look at how the
NASDAQ Composite Index did over the same period. With dividends and
capital gains, if any, reinvested, the same $10,000 investment would
have grown to $52,803 - a 428.03% 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
With economic woes in Southeast
Asia and a resulting "flight to
quality" mentality on the part of
investors playing leading roles, the
previously surging U.S. stock
market cooled down during the
six-month period that ended
January 31, 1998. The Standard &
Poor's 500 Index returned 3.56%
during this time. After a prolonged
stretch of strong performance by
stocks of larger companies,
smaller-company stocks gained
momentum in August and
September due mainly to solid
earnings growth. In addition,
many large-cap stocks had
become expensive relative to
smaller-cap stocks and investors
took advantage of cheap
opportunities within the small-cap
universe. Thousands of miles
away, though, an imposing
obstacle loomed in the form of an
economic crisis in Southeast Asia.
What began as a trickle in June -
with several small Asian countries
devaluing their currencies -
transformed into a downpour in
October as larger markets such as
Hong Kong became affected. This
brought concern and volatility to
markets across the globe. In the
U.S., for instance, the Dow Jones
Industrial Average tumbled
550-plus points in one session,
only to bounce back significantly
the next. Since Southeast Asia is
an important technology hub,
many small
semiconductor-related stocks -
prevalent in the small-cap arena
- - suffered dramatically. As the
period came to a close, investors
had begun to favor the reliability
and liquidity of larger stocks,
retracing the steps they took in
1996 and early 1997.
An interview with
Bob Bertelson, Portfolio
Manager of Fidelity OTC Portfolio
Q. HOW DID THE FUND PERFORM, BOB?
A. For the six months that ended January 31, 1998, the fund had a
total return of -4.42%, compared to 1.81% for the NASDAQ Composite
Index. According to Lipper Analytical Services, the mid-cap funds
average returned 0.80% for the same period. For the 12 months that
ended January 31, 1998, the fund had a total return of 8.05%, while
the NASDAQ Composite Index returned 17.87% and the Lipper mid-cap
funds average returned 14.33%.
Q. WHY DID THE FUND TRAIL THE NASDAQ COMPOSITE INDEX OVER THE PAST SIX
MONTHS?
A. Three factors hurt the fund relative to the index. First, the fund
was somewhat overweighted in technology, Second, the fund held more
economically sensitive stocks than the index. Third, although the fund
had large positions in most of the index's largest-capitalization
components, it was somewhat underweighted in them versus the index.
All of the holdings that hurt the fund in the latest six months
suffered primarily as a result of investors' concerns over the
cascading financial crisis in Asia. Technology stocks were
particularly hard hit given their perceived exposure to Asian
economies, but economically sensitive stocks were also weak as the
market began to anticipate slowing growth in the U.S. and Europe due
to the Asian disturbance. Finally, as is often the case in times of
turmoil, investors sought out the liquidity of the largest NASDAQ
components at the expense of the many mid-sized and smaller companies
in which the fund invests.
Q. AND WHY DID THE FUND'S PERFORMANCE LAG THAT OF THE LIPPER PEER
GROUP?
A. Because of the fund's focus on the NASDAQ market, the fund
typically carries a bigger position in technology than the average
mid-cap fund. Consequently, the fund can move up and down sharply
compared to the Lipper peer group based upon whether technology is in
or out of favor. As I spelled out earlier, technology was deeply out
of favor in the latest six months as investors sorted through the
implications of the Asian financial turmoil.
Q. WHICH INDIVIDUAL HOLDINGS PERFORMED WELL DURING THE PERIOD?
A. The holdings that helped performance were companies that derive
most of their revenues from North America and Europe. Chancellor
Media, an owner of radio stations, is a good example. It's rapidly
been acquiring smaller stations around the U.S. and has benefited from
the strengthening environment for radio advertising. Comair and ASA
Holdings, two regional airlines, were able to grow revenues because of
healthy demand for domestic flights. Finally, companies in the cable
television industry, such as Tele-Communications Inc., also performed
very well as investors grew enthused about improvement in that
industry.
Q. WHAT HAPPENED TO THE FUND'S INVESTMENTS WITHIN SECTORS OTHER THAN
TECHNOLOGY?
A. Financial stocks did particularly well in 1997 as lower interest
rates and investors' quest for companies with predictable,
domestically based earnings pushed the stocks in the sector to new
highs. In fact, the financial holdings performed so well in 1997 that
I took some profits in these stocks, thereby reducing the fund's
finance weighting. In addition, competitive local exchange carriers
(CLECs) in the telecommunications sector, which provide new networks
to business customers for access to primary telecommunications
networks, performed well. CLECs benefited from better-than-expected
new customer enrollments and the favorable backdrop that lower
interest rates provided for their valuations.
Q. WHICH INDIVIDUAL HOLDINGS DETRACTED FROM PERFORMANCE?
A. One example was KLA-Tencor, a semiconductor capital equipment
company that declined due to concerns over slowing growth in the
semiconductor industry caused by the Asian financial crisis.
Individual stocks that were disappointing for other reasons included
Quantum, a disk-drive maker that suffered from overcapacity in the
industry, and FIRSTPLUS Financial, whose share price declined when the
company adopted a more conservative accounting method that had the
effect of lowering near-term earnings.
Q. WHAT'S YOUR OUTLOOK?
A. Given the concerns about Asia, many investors liquidated their
positions in high-growth, emerging companies that populate the NASDAQ
market in favor of larger, more liquid stocks that investors see as
"safe havens" in time of crisis. As a result, the valuations of many
NASDAQ stocks seem very reasonable given their strong growth prospects
over the intermediate term. In addition, the rapidity with which the
crisis unfolded created great concern that the economic ills of
countries such as Thailand and South Korea would eventually spread to
China and Japan - and ultimately impact the U.S. and Europe. While the
situation in Asia remains somewhat unclear, it seems likely at this
point that the greatest economic disruption will remain contained to
smaller countries in that region. In addition, interest rates in the
U.S. remain relatively low and this historically has had favorable
implications for the valuation of rapidly growing companies such as
those on the NASDAQ market. Hence, many pieces are in place for a
recovery in the NASDAQ market over the next six to 12 months. As
always, however, I suspect it will be a volatile ride.
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 IN
THE OTC MARKET:
"The OTC market consists of rapidly
growing companies that attract
momentum investors who can be very
sensitive to comparatively small or
short-term changes in a company's
fundamental outlook. These
companies generally have lower
liquidity - or fewer shares
outstanding than the companies on
the New York Stock Exchange - so
that large transactions cause
dramatic shifts in price.
Consequently, momentum investors
can push stock prices up and down
very rapidly on the NASDAQ based
upon 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. Therefore,
investors in the OTC market need to
take a longer-term time frame. Most
importantly, I do believe that these
rapidly growing capital-appreciation
stocks have the potential to create
wealth for investors over the long term."
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 January 31, 1998,
more than $3.8 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

TOP TEN STOCKS AS OF JANUARY 31, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

MICROSOFT CORP. 8.2 5.1

INTEL CORP. 4.9 7.0

WORLDCOM, INC. 4.4 6.2

CISCO SYSTEMS, INC. 3.9 0.8

DELL COMPUTER CORP. 3.1 1.0

ASM LITHOGRAPHY HOLDING NV 2.4 0.8

EMC CORP. 2.4 1.3

QUANTUM CORP. 1.9 0.7

KLA-TENCOR CORP. 1.8 0.6

PEOPLESOFT, INC. 1.3 0.6

TOP FIVE MARKET SECTORS AS OF JANUARY 31, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

TECHNOLOGY 54.9 46.3

FINANCE 11.1 14.2

UTILITIES 6.6 9.7

RETAIL & WHOLESALE 5.5 6.8

MEDIA & LEISURE 5.4 2.9

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF JANUARY 31, 1998 * AS OF JULY 31, 1997 **
ROW: 1, COL: 1, VALUE: 4.6
ROW: 1, COL: 2, VALUE: 0.0
ROW: 1, COL: 3, VALUE: 95.40000000000001
STOCKS 96.8%
BONDS 0.2%
SHORT-TERM
INVESTMENTS 3.0%
FOREIGN
INVESTMENTS 5.7%
STOCKS 95.4%
BONDS 0.0%
SHORT-TERM
INVESTMENTS 4.6%
FOREIGN
INVESTMENTS 3.7%
ROW: 1, COL: 1, VALUE: 4.0
ROW: 1, COL: 2, VALUE: 2.0
ROW: 1, COL: 3, VALUE: 94.0
ROW: 1, COL: 4, VALUE: 46.8
*
**
INVESTMENTS JANUARY 31, 1998 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 94.8%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 0.1%
BE Aerospace, Inc. (a) 260,600 $ 6,287
CONSTRUCTION & REAL ESTATE - 0.3%
REAL ESTATE - 0.3%
Stewart Enterprises, Inc. Class A 245,600 11,297
DURABLES - 0.5%
AUTOS, TIRES, & ACCESSORIES - 0.2%
OmniQuip International, Inc. 250,000 5,812
TEXTILES & APPAREL - 0.3%
Nautica Enterprises, Inc. 180,000 5,040
North Face, Inc. (a) 282,500 7,098
12,138
TOTAL DURABLES 17,950
ENERGY - 0.2%
OIL & GAS - 0.2%
Abacan Resource Corp. (a) 3,365,000 5,468
Vastar Resources, Inc. 58,400 1,938
7,406
FINANCE - 11.1%
BANKS - 3.7%
First Security Corp. 596,250 20,794
Marshall & Ilsley Corp. 304,400 16,932
Northern Trust Corp. 172,500 11,622
Peoples Heritage Financial Group, Inc. 589,500 25,349
Regions Financial Corp. 448,000 17,528
SouthTrust Corp. 278,800 15,735
Star Banc Corp. 200,000 11,013
Zions Bancorp. 543,600 23,375
142,348
CREDIT & OTHER FINANCE - 1.9%
Concord EFS, Inc. (a) 150,000 3,863
First Alliance Mortgage Co. (a) 324,500 4,868
FIRSTPLUS Financial Group, Inc. (a) 1,180,500 35,856
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
Money Store, Inc. (The) 1,015,800 $ 19,427
Triad Guaranty, Inc. (a) 202,000 7,525
71,539
INSURANCE - 0.9%
FPIC Insurance Group, Inc. (a) 43,500 1,130
Life USA Holding, Inc. (a) 708,800 11,341
Paula Financial (a) 151,600 3,601
Penn-America Group, Inc. 141,800 2,801
Penn Treaty American Corp. (a) 149,700 4,482
Philadelphia Consolidated Holding Corp. (a) 104,000 1,976
SAFECO Corp. 203,000 10,137
35,468
SAVINGS & LOANS - 4.6%
Astoria Financial Corp. 293,600 15,083
Bank United Corp. Class A 300,000 12,394
Bay View Capital, Inc. 402,820 12,286
CenFed Financial Corp. 162,900 6,475
Charter One Financial Corp. 342,829 19,456
Dime Bancorp., Inc. 649,000 18,172
FirstFed Financial Corp. (a) 178,600 6,273
Golden State Bancorp. (a) 300,000 9,919
Long Island Bancorp., Inc. 340,000 15,279
New York Bancorp., Inc. 400,000 15,150
St. Paul Bancorp., Inc. 300,000 7,275
Sovereign Bancorp., Inc. 500,000 9,313
TCF Financial Corp. 100,000 3,194
Washington Federal, Inc. 367,200 10,832
Washington Mutual, Inc. 170,273 10,940
Webster Financial Corp. 117,800 7,178
179,219
TOTAL FINANCE 428,574
HEALTH - 3.1%
DRUGS & PHARMACEUTICALS - 1.8%
Alkermes, Inc. (a) 90,900 2,204
Aviron (a) 450,000 11,559
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Cytyc Corp. (a) 313,000 $ 6,769
Elan Corp. PLC ADR (a) 400,000 20,775
Sangstat Medical Corp. (a) 150,000 4,238
Sepracor, Inc. (a) 238,500 8,377
Sigma Aldrich Corp. 240,000 9,300
ViroPharma, Inc. (a) 269,100 5,046
68,268
MEDICAL EQUIPMENT & SUPPLIES - 1.3%
Arterial Vascular Engineering, Inc. (a) 103,600 7,613
Biomet, Inc. 389,400 11,147
Physician Sales & Service, Inc. (a) 800,000 14,800
Sofamor/Danek Group, Inc. (a) 300,000 18,788
52,348
TOTAL HEALTH 120,616
INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%
ELECTRICAL EQUIPMENT - 0.3%
Loral Space & Communications Ltd. (a) 480,200 10,594
Vicor Corp. (a) 84,900 2,016
12,610
INDUSTRIAL MACHINERY & EQUIPMENT - 2.8%
ASM Lithography Holding NV (a) 1,326,600 92,199
Gasonics International Corp. (a) 327,400 3,806
PRI Automation, Inc. (a) 237,800 6,540
Veeco Instruments, Inc. (a) 325,000 7,313
109,858
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 122,468
MEDIA & LEISURE - 5.4%
BROADCASTING - 3.4%
Chancellor Media Corp. (a) 1,046,200 35,963
Comcast Corp. Class A special 1,200,000 37,575
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
BROADCASTING - CONTINUED
Tele-Communications, Inc. (TCI Ventures Group), Series A (a)
1,021,152 $ 30,124
Tele-Communications, Inc. (TCI Group), Series A (a) 966,148 27,052
130,714
ENTERTAINMENT - 0.2%
Regal Cinemas, Inc. (a) 231,700 6,733
LODGING & GAMING - 0.8%
International Game Technology Corp. 500,000 12,719
Promus Hotel Corp. (a) 400,000 18,075
30,794
PUBLISHING - 0.3%
Central Newspapers, Inc. Class A 200,000 12,850
RESTAURANTS - 0.7%
Outback Steakhouse, Inc. (a) 800,000 25,600
Star Buffet, Inc. 103,900 1,273
26,873
TOTAL MEDIA & LEISURE 207,964
NONDURABLES - 0.1%
HOUSEHOLD PRODUCTS - 0.1%
Safeskin Corp. 62,300 3,524
RETAIL & WHOLESALE - 5.5%
APPAREL STORES - 1.2%
Charming Shoppes, Inc. (a) 997,500 4,052
Gymboree Corp. (a) 830,850 21,914
Ross Stores, Inc. 416,400 13,533
Stage Stores, Inc. (a) 200,000 7,756
47,255
APPLIANCE STORES - 0.1%
Cellstar Corp. 200,000 3,975
GENERAL MERCHANDISE STORES - 1.8%
Costco Companies, Inc. (a) 446,400 19,363
Dollar Tree Stores (a) 186,500 7,938
Michaels Stores, Inc. (a) 500,000 15,375
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - CONTINUED
Nordstrom, Inc. 125,000 $ 6,359
Proffitts, Inc. (a) 331,800 9,747
Stein Mart, Inc. (a) 337,200 8,493
67,275
GROCERY STORES - 0.4%
Whole Foods Market, Inc. (a) 300,000 15,075
RETAIL & WHOLESALE, MISCELLANEOUS - 2.0%
Action Performance Companies, Inc. 100,000 3,163
Bed Bath & Beyond, Inc. (a) 400,000 15,850
IKON Office Solutions, Inc. 100,000 3,150
Staples, Inc. (a) 1,894,650 34,419
Tele-Communications Liberty Media Group, Series A (a) 610,000 21,846
78,428
TOTAL RETAIL & WHOLESALE 212,008
SERVICES - 2.5%
ADVERTISING - 0.6%
Outdoor Systems, Inc. (a) 949,050 22,777
EDUCATIONAL SERVICES - 0.1%
Childrens Comprehensive Services, Inc. (a) 205,100 3,539
LEASING & RENTAL - 0.3%
Hollywood Entertainment Corp. (a) 1,337,600 12,874
SERVICES - 1.5%
Corrections Corp. of America (a) 400,000 14,750
Gartner Group, Inc. Class A (a) 416,000 15,522
On Assignment, Inc. (a) 173,100 4,284
Robert Half International, Inc. (a) 600,000 23,175
Vision Twenty-One, Inc. 200,000 1,750
59,481
TOTAL SERVICES 98,671
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - 54.9%
COMMUNICATIONS EQUIPMENT - 6.4%
ADC Telecommunications, Inc. (a) 287,000 $ 5,453
Ascend Communications, Inc. (a) 740,000 21,876
Aspect Telecommunications Corp. (a) 1,652,500 41,106
Centigram Communications Corp. (a) 205,000 2,460
Cisco Systems, Inc. (a) 2,404,000 151,602
DSC Communications Corp. (a) 705,600 14,112
Davox Corp. 100,000 2,875
Level One Communications, Inc. (a) 191,400 7,393
STRATESEC, Inc. 96,600 580
3Com Corp. (a) 26,400 873
248,330
COMPUTER SERVICES & SOFTWARE - 16.6%
Aspect Development, Inc. (a) 100,000 4,481
At Home Corp., Series A 200,000 4,625
BMC Software, Inc. (a) 591,100 40,047
Barra, Inc. (a) 142,500 3,242
BEA Systems, Inc. 157,600 3,103
Broderbund Software, Inc. (a) 252,000 5,324
CSG Systems International, Inc. (a) 200,000 8,288
Cadence Design Systems, Inc. (a) 198,500 5,558
Compuware Corp. (a) 500,000 19,500
Electronics for Imaging, Inc. (a) 500,000 8,375
Fiserv, Inc. (a) 497,300 25,797
GeoTel Communications Corp. (a) 372,500 6,682
Industrial-Matematik International Corp. (a) 190,000 4,988
International Telecommunications Data Systems, Inc. 21,800 768
Manugistics Group, Inc. (a) 316,900 12,795
Microsoft Corp. (a) 2,133,100 318,230
PeopleSoft, Inc. (a) 1,402,400 49,084
Platinum Software Corp. (a) 500,000 5,469
Scopus Technology, Inc. (a) 350,000 3,938
Siebel Systems, Inc. (a) 461,700 22,739
SunGard Data Systems, Inc. (a) 1,466,100 43,525
Symantec Corp. (a) 700,000 16,538
Synopsys, Inc. (a) 680,700 21,059
Systems Software Associates, Inc. (a) 1,235,600 9,421
643,576
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 9.3%
Adaptec, Inc. (a) 677,400 $ 15,114
CHS Electronics, Inc. (a) 200,000 4,013
Comverse Technology, Inc. (a) 662,500 22,318
Dell Computer Corp. (a) 1,212,400 120,558
EMC Corp. (a) 2,800,000 91,175
Quantum Corp. 3,088,300 75,277
SanDisk Corp. (a) 67,500 1,350
Sun Microsystems, Inc. (a) 280,100 13,427
Tech Data Corp. (a) 405,400 17,179
360,411
ELECTRONIC INSTRUMENTS - 7.9%
Applied Materials, Inc. (a) 1,311,500 43,033
Credence Systems Corp. (a)(c) 1,312,600 33,307
Helix Technology Corp. 512,100 9,794
KLA-Tencor Corp. (a) 1,895,950 71,098
Kulicke & Soffa Industries, Inc. 200,000 4,050
Lam Research Corp. (a) 482,514 11,007
Novellus Systems, Inc. (a) 1,078,700 38,901
Silicon Valley Group, Inc. (a) 600,000 13,425
Smart Modular Technologies, Inc. (a) 1,355,600 38,846
Tech-Sym Corp. (a) 156,100 4,049
Teradyne, Inc. (a) 575,000 22,713
Varian Associates, Inc. 299,500 15,275
305,498
ELECTRONICS - 14.7%
Actel Corp. (a) 600,000 8,250
Altera Corp. (a) 1,327,800 45,477
Applied Micro Circuits Corp. (a) 344,300 6,585
Benchmarq Microelectronics, Inc. (a) 176,200 1,949
Brightpoint, Inc. (a) 1,170,200 19,674
EFTC Corp. (a) 500,000 7,375
Etec Systems, Inc. (a)(c) 1,168,300 48,484
Galileo Technology Ltd. 200,000 7,450
Intel Corp. 2,361,400 191,273
Lattice Semiconductor Corp. (a) 978,100 45,115
Linear Technology Corp. 455,800 30,197
Maxim Integrated Products, Inc. (a) 600,800 20,803
Micrel, Inc. (a) 135,700 4,105
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Microchip Technology, Inc. (a) 1,758,700 $ 40,615
Micron Technology, Inc. (a) 300,000 10,388
PMC-Sierra, Inc. (a) 800,000 27,200
Sanmina Corp. (a) 176,100 11,843
VLSI Technology, Inc. (a) 716,100 14,277
Vitesse Semiconductor Corp. (a) 602,200 26,158
567,218
TOTAL TECHNOLOGY 2,125,033
TRANSPORTATION - 2.0%
AIR TRANSPORTATION - 1.0%
ASA Holdings, Inc. (a) 150,000 5,175
Comair Holdings, Inc. 990,000 27,906
Midwest Express Holdings, Inc. (a) 142,500 5,923
39,004
TRUCKING & FREIGHT - 1.0%
Expeditors International of Washington, Inc. 532,300 16,567
Swift Transportation Co., Inc. (a) 187,700 5,877
USFreightways Corp. 169,300 5,926
Yellow Corp. (a) 424,100 11,080
39,450
TOTAL TRANSPORTATION 78,454
UTILITIES - 6.0%
CELLULAR - 0.3%
Metromedia Fiber Network, Inc. Class A (a) 113,900 2,833
Nextel Communications, Inc. Class A (a) 300,000 8,194
11,027
TELEPHONE SERVICES - 5.7%
IXC Communications, Inc. (a) 255,000 9,833
McLeodUSA, Inc. Class A (a) 338,000 11,640
NEXTLINK Communications, Inc. Class A 86,500 2,152
Qwest Communications International, Inc. 5,300 376
Tel-Save Holdings, Inc. (a) 684,100 16,247
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
Teleport Communications Group, Inc. Class A (a) 106,100 $ 5,922
Winstar Communications, Inc. (a) 100,000 3,268
WorldCom, Inc. (a) 4,769,134 170,795
220,233
TOTAL UTILITIES 231,260
TOTAL COMMON STOCKS
(Cost $3,116,057) 3,671,512
CONVERTIBLE PREFERRED STOCKS - 0.6%
UTILITIES - 0.6%
TELEPHONE SERVICES - 0.6%
IXC Communications, Inc. $7.25 pay-in-kind (d)
(Cost $14,437) 137,010 24,113
CASH EQUIVALENTS - 4.6%
Taxable Central Cash Fund (b)
(Cost $176,109) 176,108,854 176,109
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $3,306,603) $ 3,871,734
LEGEND
1. Non-income producing
2. At period end, the seven-day yield of the Taxable Central Cash Fund
was 5.63%. The yield refers to the income earned by investing in the
fund over the seven-day period, expressed as an annual percentage.
3. Affiliated company (see Note 7 of Notes to Financial Statements).
4. Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the
period end, the value of these securities amounted to $24,113,000 or
0.6% of net assets.
INCOME TAX INFORMATION
At January 31, 1998, the aggregate cost of investment securities for
income tax purposes was $3,308,752,000. Net unrealized appreciation
aggregated $562,982,000, of which $858,435,000 related to appreciated
investment securities and $295,453,000 related to depreciated
investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) JANUARY 31, 1998 (UNAUDITED)

5.ASSETS 6. 7.

8.INVESTMENT IN SECURITIES, AT VALUE (COST $3,306,603) - 9. $ 3,871,734
SEE ACCOMPANYING SCHEDULE

10.RECEIVABLE FOR INVESTMENTS SOLD 11. 46,853

12.RECEIVABLE FOR FUND SHARES SOLD 13. 71,727

14.DIVIDENDS RECEIVABLE 15. 352

16.INTEREST RECEIVABLE 17. 712

18.OTHER RECEIVABLES 19. 642

20. 21.TOTAL ASSETS 22. 3,992,020

23.LIABILITIES 24. 25.

26.PAYABLE FOR INVESTMENTS PURCHASED $ 82,702 27.

28.PAYABLE FOR FUND SHARES REDEEMED 29,110 29.

30.ACCRUED MANAGEMENT FEE 1,535 31.

32.OTHER PAYABLES AND ACCRUED EXPENSES 985 33.

34. 35.TOTAL LIABILITIES 36. 114,332

37.38.NET ASSETS 39. $ 3,877,688

40.NET ASSETS CONSIST OF: 41. 42.

43.PAID IN CAPITAL 44. $ 3,164,589

45.ACCUMULATED NET INVESTMENT LOSS 46. (5,481)

47.ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) 48. 153,447
ON INVESTMENTS

49.NET UNREALIZED APPRECIATION (DEPRECIATION) ON 50. 565,133
INVESTMENTS

51.52.NET ASSETS, FOR 113,368 SHARES OUTSTANDING 53. $ 3,877,688

54.55.NET ASSET VALUE AND REDEMPTION PRICE PER SHARE 56. $34.20
($3,877,688 (DIVIDED BY) 113,368 SHARES)

57.MAXIMUM OFFERING PRICE PER SHARE (100/97.00 OF 58. $35.26
$34.20)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, 1998 (UNAUDITED)

59.INVESTMENT INCOME 61. $ 4,820
60.DIVIDENDS

62.INTEREST 63. 5,031

64. 65.TOTAL INCOME 66. 9,851

67.EXPENSES 68. 69.

70.MANAGEMENT FEE $ 13,019 71.
BASIC FEE

72. PERFORMANCE ADJUSTMENT (2,705) 73.

74.TRANSFER AGENT FEES 4,526 75.

76.ACCOUNTING FEES AND EXPENSES 404 77.

78.NON-INTERESTED TRUSTEES' COMPENSATION 10 79.

80.CUSTODIAN FEES AND EXPENSES 33 81.

82.REGISTRATION FEES 203 83.

84.AUDIT 34 85.

86.LEGAL 21 87.

88.INTEREST 1 89.

90.MISCELLANEOUS 17 91.

92. TOTAL EXPENSES BEFORE REDUCTIONS 15,563 93.

94. EXPENSE REDUCTIONS (235) 15,328

95.96.NET INVESTMENT INCOME (LOSS) 97. (5,477)

98.REALIZED AND UNREALIZED GAIN (LOSS) 100. 323,796
99.NET REALIZED GAIN (LOSS) ON INVESTMENT SECURITIES
(INCLUDING REALIZED LOSS OF $1,378 ON SALES OF INVESTMENTS
IN AFFILIATED ISSUERS)

101.CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 102. (513,247)
ON INVESTMENT SECURITIES

103.104.NET GAIN (LOSS) 105. (189,451)

106.107.NET INCREASE (DECREASE) IN NET ASSETS RESULTING 108. $ (194,928)
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED YEAR ENDED
JANUARY 31, 1998 JULY 31,
(UNAUDITED) 1997

109.INCREASE (DECREASE) IN NET ASSETS

110.OPERATIONS $ (5,477) $ (5,131)
NET INVESTMENT INCOME (LOSS)

111. NET REALIZED GAIN (LOSS) 323,796 345,268

112. CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) (513,247) 803,669

113. (194,928) 1,143,806
114.NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS

115.DISTRIBUTIONS TO SHAREHOLDERS - (6,873)
FROM NET INVESTMENT INCOME

116. FROM NET REALIZED GAIN (272,884) (391,420)

117. 118.TOTAL DISTRIBUTIONS (272,884) (398,293)

119.SHARE TRANSACTIONS 1,947,510 3,023,887
NET PROCEEDS FROM SALES OF SHARES

120. REINVESTMENT OF DISTRIBUTIONS 267,120 390,322

121. COST OF SHARES REDEEMED (1,892,269) (2,771,726)

122.123. 322,361 642,483
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM SHARE TRANSACTIONS

124. (145,451) 1,387,996
125.TOTAL INCREASE (DECREASE) IN NET ASSETS

126.NET ASSETS 127. 128.

129. BEGINNING OF PERIOD 4,023,139 2,635,143

130. $ 3,877,688 $ 4,023,139
END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT
LOSS OF $5,481 AND $4, RESPECTIVELY)

131.OTHER INFORMATION 133. 134.
132.SHARES

135. SOLD 52,983 91,580

136. ISSUED IN REINVESTMENT OF DISTRIBUTIONS 7,806 12,633

137. REDEEMED (52,021) (84,079)

138. NET INCREASE (DECREASE) 8,768 20,134

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS
139. SIX MONTHS ENDED YEARS ENDED JULY 31,
JANUARY 31, 1998

140. (UNAUDITED) 1997 1996 1995 1994 1993

141.SELECTED PER-SHARE DATA

142.NET ASSET VALUE, $ 38.46 $ 31.20 $ 31.09 $ 22.42 $ 25.90 $ 24.65
BEGINNING OF PERIOD

143.INCOME FROM
INVESTMENT OPERATIONS

144. NET INVESTMENT (.05) D (.05) D .13 .09 .12 .06
INCOME (LOSS)

145. NET REALIZED AND (1.69) 11.71 1.80 8.79 (.08) 3.68
UNREALIZED GAIN (LOSS)

146. TOTAL FROM (1.74) 11.66 1.93 8.88 .04 3.74
INVESTMENT
OPERATIONS

147.

148.LESS DISTRIBUTIONS - (.08) (.02) (.09) (.12) (.25)
FROM NET INVESTMENT
INCOME (LOSS)

149. FROM NET REALIZED (2.52) (4.32) (1.80) (.12) (3.40) (2.24)
GAIN

150. TOTAL DISTRIBUTIONS (2.52) (4.40) (1.82) (.21) (3.52) (2.49)

151.NET ASSET VALUE, $ 34.20 $ 38.46 $ 31.20 $ 31.09 $ 22.42 $ 25.90
END
OF PERIOD

152.TOTAL RETURN B, C (4.42)% 41.43% 6.43% 39.98% (.36)% 16.67%

153.RATIOS AND SUPPLEMENTAL DATA

154.NET ASSETS, END OF $ 3,878 $ 4,023 $ 2,635 $ 2,110 $ 1,230 $ 1,327
PERIOD (IN MILLIONS)

155.RATIO OF EXPENSES .77% A .85% .83% .82% .89% 1.08%
TO AVERAGE NET ASSETS

156.RATIO OF EXPENSES .76% A, E .84% E .82% E .81% E .88% E 1.08%
TO AVERAGE NET ASSETS
AFTER EXPENSE
REDUCTIONS

157.RATIO OF NET (.27)% A (.15)% .42% .35% .48% .53%
INVESTMENT INCOME
(LOSS) TO AVERAGE NET
ASSETS

158.PORTFOLIO TURNOVER 145% A 147% 133% 62% 222% 213%
RATE

159.AVERAGE $ .0337 $ .0314
COMMISSION RATE F

</TABLE>

ANNUALIZED
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).
TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
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).
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 JANUARY 31, 1998 (UNAUDITED)

6. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity OTC Portfolio (the fund) is a fund of Fidelity Securities
Fund (the trust) and is authorized to issue an unlimited number of
shares. The trust is registered under the Investment Company Act of
1940, as amended (the 1940 Act), as an open-end management investment
company organized as a Massachusetts business trust. The financial
statements have been prepared in conformity with generally accepted
accounting principles which permit management to make certain
estimates and assumptions at the date of the financial statements. The
following summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities (including restricted
securities) for which exchange quotations are not readily available
(and in certain cases debt securities which trade on an exchange) are
valued primarily using dealer-supplied valuations or at their fair
value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which quotations are not readily available are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated in 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 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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, foreign currency transactions,
non-taxable dividends and losses deferred due to wash sales. The fund
also utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for
income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Accumulated net investment loss and accumulated undistributed net
realized gain (loss) on investments 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.
7. 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 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.
(formerly FMR Texas, Inc.), an affiliate of FMR. The Cash Fund
2. OPERATING POLICIES - CONTINUED
TAXABLE CENTRAL CASH FUND -
CONTINUED
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).
8. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,806,954,000 and $2,790,216,000, respectively.
9. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .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 annualized rate of .51% of average
net assets after the performance adjustment.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC),
an affiliate of FMR and the general distributor of the fund, received
sales charges of $270,000 on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES - CONTINUED
account size and type of account. FSC pays for typesetting, printing
and mailing of all shareholder reports, except proxy statements. For
the period, the transfer agent fees were equivalent to an annualized
rate of .22% 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 $122,000 for the
period.
10. 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%.
11. 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 $121,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $5,000 and $109,000, respectively, under these
arrangements.
12. 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 $ 8,696 $ - $ 33,307
Etec Systems, Inc. - - - 48,484
Gymboree Corp. 3,094 8,456 - -
TOTALS $ 14,458 $ 17,152 $ - $ 81,791
MANAGING YOUR INVESTMENTS

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

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
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Selector Fund
Stock Selector
TechnoQuant Growth Fund
SM
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 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE

FIDELITY

(REGISTERED TRADEMARK)

DIVIDEND GROWTH
FUND
SEMIANNUAL REPORT
JANUARY 31, 1998
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.

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 JANUARY 31, 1998 PAST 6 PAST 1 LIFE OF
MONTHS YEAR FUND

FIDELITY DIVIDEND GROWTH 5.58% 27.86% 199.27%

S&P 500 (REGISTERED TRADEMARK) 3.56% 26.91% 151.07%

GROWTH FUNDS AVERAGE 1.20% 19.68% N/A

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year or since
the fund started on April 27, 1993. For example, if you had invested
$1,000 in a fund that had a 5% return over the past year, the value of
your investment would be $1,050. You can compare the fund's return to
the performance of the Standard & Poor's 500 Index - a widely
recognized, unmanaged index of common stocks. To measure how the
fund's performance stacked up against its peers, you can compare it to
the growth funds average, which reflects the performance of mutual
funds with similar objectives tracked by Lipper Analytical Services,
Inc. The past six months average represents a peer group of 916 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 JANUARY 31, 1998 PAST 1 LIFE OF
YEAR FUND

FIDELITY DIVIDEND GROWTH 27.86% 25.85%

S&P 500 26.91% 21.30%

GROWTH FUNDS AVERAGE 19.68% N/A

IMAHDR PRASUN SHR__CHT 19980131 19980209 141201 S00000000000001
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
1998/01/30 29926.78 25107.06
IMATRL PRASUN SHR__CHT 19980131 19980209 141205 R00000000000061
$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 January 31, 1998, the value of
the investment would have grown to $29,927 - a 199.27% increase on the
initial investment. For comparison, look at how the S&P 500 did over
the same period. With dividends and capital gains, if any, reinvested,
the same $10,000 investment would have grown to $25,107 - a 151.07%
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
With economic woes in Southeast
Asia and a resulting "flight to
quality" mentality on the part of
investors playing leading roles, the
previously surging U.S. stock
market cooled down during the
six-month period that ended
January 31, 1998. The Standard &
Poor's 500 Index returned 3.56%
during this time. After a prolonged
stretch of strong performance by
stocks of larger companies,
smaller-company stocks gained
momentum in August and
September due mainly to solid
earnings growth. In addition, many
large-cap stocks had become
expensive relative to smaller-cap
stocks and investors took
advantage of cheap opportunities
within the small-cap universe.
Thousands of miles away, though,
an imposing obstacle loomed in the
form of an economic crisis in
Southeast Asia. What began as a
trickle in June - with several small
Asian countries devaluing their
currencies - transformed into a
downpour in October as larger
markets such as Hong Kong
became affected. This brought
concern and volatility to markets
across the globe. In the U.S., for
instance, the Dow Jones Industrial
Average tumbled 550-plus points
in one session, only to bounce back
significantly the next. Since
Southeast Asia is an important
technology hub, many small
semiconductor-related stocks -
prevalent in the small-cap arena -
suffered dramatically. As the
period came to a close, investors
had begun to favor the reliability
and liquidity of larger stocks,
retracing the steps they took in
1996 and early 1997.
An interview with Charles Mangum, Portfolio Manager of Fidelity
Dividend Growth Fund
Q. HOW DID THE FUND PERFORM, CHARLES?
A. I'm pleased with the fund's performance. For the six months that
ended January 31, 1998, the fund generated a return of 5.58%. This
topped the return of the growth funds average tracked by Lipper
Analytical Services, which returned 1.20% during this time. The
Standard & Poor's 500 Index returned 3.56% for the six-month period.
For the 12 months that ended January 31, 1998, the fund returned
27.86%, while the Lipper average and S&P 500 returned 19.68% and
26.91%, respectively.
Q. TO WHAT DO YOU ATTRIBUTE THE FUND'S SOLID SHOWING OVER THE PAST SIX
MONTHS?
A. One of the primary factors driving performance was the fund's
investments in the health care sector, particularly pharmaceuticals.
This group enjoyed a nice run during the period, as earnings growth
and new product introductions boosted performance. Additionally,
speculation over increased merger and acquisition activity toward the
end of the period contributed to the group's strong showing. Some of
the fund's better-performing pharmaceutical stocks included
Schering-Plough, American Home Products and Bristol-Myers Squibb. The
other factor I'd point to was the fund's typical gravitation toward
stocks of larger companies. While smaller-capitalization stocks had
their moments during the period, large-cap stocks had the upper hand
in the overall performance department due to strong earnings growth.
The situation that exploded in Southeast Asia also played a role in
the performance of large-cap stocks, as wary investors tended to favor
stocks of larger, well-known companies over smaller, more economically
sensitive stocks.
Q. WHAT HAPPENED IN SOUTHEAST ASIA AND HOW WAS THE FUND AFFECTED?
A. I'd call it a typical boom/bust cycle. Despite the fact that
several currencies were overvalued, the region kept building and
developing. Eventually, Southeast Asia hit a breakpoint where all
internal financial lending support was frozen. In terms of the fund
itself, many of its technology-related positions felt the brunt of
this crisis. Linear Technology, a company with a fairly consistent
earnings growth track record, declined, as did Texas Instruments,
which supplies digital signal processors to Asia. The one potential
silver lining to this situation was that after the crisis peaked in
late October, I was able to find some relatively inexpensive
technology stocks with what I felt were good growth prospects.
Q. CITICORP - THE FUND'S THIRD-LARGEST POSITION AT THE END OF THE
PERIOD - TURNED IN A SUBPAR PERFORMANCE. WHAT HAPPENED?
A. Similar to technology stocks, some of the fund's money-center bank
positions - which frequently have global business exposure - were
negatively affected by the Asian crisis. Citicorp, with its
considerable base in Asia, was at the top of this list. Despite these
problems, though, I actually added to the fund's Citicorp position
because I felt it was one of the cheapest growth stocks available. My
feeling was that Citicorp's commitment to establishing an effective
risk management program and the fact that the company had weathered
international problems before would benefit it in the long run.
Citicorp also had been quite prudent with its capital allocation, a
fact that I felt was overlooked by the market.
Q. WHICH STOCKS PERFORMED WELL? WERE THERE ANY DISAPPOINTMENTS?
A. Walt Disney was a positive contributor, as the ever-creative
company announced it would produce two animated films per year rather
one. My thinking was that if - and it's a big if - film profitability
stays constant, the additional film could provide an extra earnings
boost. Fannie Mae was another top performer, as the stock benefited
from the favorable U.S. economic backdrop and increased mortgage
refinancing activity. On the flip side, Oracle was a major
disappointment as it fell victim to the "Asian flu" and the changes in
overall market growth. The fund no longer held Oracle stock at the end
of the period.
Q. WHAT'S YOUR OUTLOOK?
A. Really more of the same. My two-pronged approach is to look for
stocks that offer an attractive combination of earnings growth and
valuation. Rather than getting entangled in short-term market
happenings or interest-rate movements, I prefer to focus on the
profile of each individual stock.
CHARLES MANGUM EXPLAINS
DIVIDEND GROWTH'S LARGE-CAP
STOCK EMPHASIS:
"WHILE I DON'T HAVE AN AVERSION TO
STOCKS OF SMALLER- AND
MEDIUM-SIZED COMPANIES, THE
FUND'S PORTFOLIO IS TILTED TOWARD
LARGE-CAP STOCKS FOR A COUPLE OF
REASONS. FIRST, A LOT OF SMALLER
COMPANIES DON'T PAY DIVIDENDS,
OBVIOUSLY A PRIMARY OBJECTIVE OF
THE FUND.
"SECONDLY, I'VE ALSO BEEN
CONSISTENTLY ABLE TO FIND GOOD
VALUES THROUGHOUT THE LARGE-CAP
ARENA. MANY MARKET PUNDITS HAVE
TALKED ABOUT HOW NARROW THE STOCK
MARKET HAS BEEN IN RECENT YEARS -
WITH A CONCENTRATED GROUP OF STOCKS
LEADING THE CHARGE - BUT I'VE
FOUND THAT THE TOP 100 STOCKS IN THE
S&P 500 HAVE IN FACT DISPLAYED
ATTRACTIVE GROWTH CHARACTERISTICS.
"FINALLY, MY APPROACH TO MANAGING
MONEY FIGURES INTO THE EQUATION. AT
THE END OF THE PERIOD, THE FUND HAD
AROUND 140 STOCKS IN ITS PORTFOLIO,
WITH APPROXIMATELY 70% OF ITS
ASSETS ALLOCATED AMONG ITS TOP 50
STOCKS. THIS ALLOWS ME TO FOCUS ON
MY BEST IDEAS RATHER THAN HAVING
AN ABUNDANCE OF SMALLER STOCKS
THAT MAY HAVE A MINIMAL EFFECT ON
OVERALL PERFORMANCE."
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 JANUARY 31, 1998,
MORE THAN $4.7 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; FIDELITY SELECT
MEDICAL DELIVERY PORTFOLIO,
1991-1993; JOINED FIDELITY
IN 1990
(CHECKMARK)
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF JANUARY 31, 1998

<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

SCHERING-PLOUGH CORP. 5.5 4.2

AMERICAN HOME PRODUCTS CORP. 5.5 2.0

CITICORP 3.3 2.0

GENERAL ELECTRIC CO. 3.1 2.9

JOHNSON & JOHNSON 2.7 2.3

WAL-MART STORES, INC. 2.4 1.7

MICROSOFT CORP. 2.1 1.1

PROFFITTS, INC. 1.8 1.5

BANKAMERICA CORP. 1.8 1.6

WORLDCOM, INC. 8% DEPOSITARY SHARES DECS 1.6 1.0

</TABLE>

TOP FIVE MARKET SECTORS AS OF JANUARY 31, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

HEALTH 20.3 17.1

FINANCE 16.3 16.8

TECHNOLOGY 13.7 14.2

RETAIL & WHOLESALE 7.5 7.6

NONDURABLES 5.8 5.5

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF JANUARY 31, 1998 * AS OF JULY 31, 1997 **
ROW: 1, COL: 1, VALUE: 50.0
ROW: 1, COL: 2, VALUE: 43.2
ROW: 1, COL: 3, VALUE: 1.9
ROW: 1, COL: 4, VALUE: 4.9
STOCKS 94.9%
CONVERTIBLE
SECURITIES 0.9%
SHORT-TERM
INVESTMENTS 4.2%
FOREIGN
INVESTMENTS 5.9%
STOCKS 93.2%
CONVERTIBLE
SECURITIES 1.9%
SHORT-TERM
INVESTMENTS 4.9%
FOREIGN
INVESTMENTS 4.2%
ROW: 1, COL: 1, VALUE: 50.0
ROW: 1, COL: 2, VALUE: 43.9
ROW: 1, COL: 3, VALUE: 1.9
ROW: 1, COL: 4, VALUE: 4.2
*
**
INVESTMENTS JANUARY 31, 1998 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 93.2%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 3.0%
AEROSPACE & DEFENSE - 2.4%
AlliedSignal, Inc. 397,600 $ 15,482
Lockheed Martin Corp. 307,200 31,968
Primex Technologies, Inc. (c) 289,900 10,110
Sundstrand Corp. 518,200 28,210
Thiokol Corp. 334,400 28,842
114,612
SHIP BUILDING & REPAIR - 0.6%
General Dynamics Corp. 359,100 30,972
TOTAL AEROSPACE & DEFENSE 145,584
BASIC INDUSTRIES - 1.3%
METALS & MINING - 1.0%
Aluminum Co. of America 452,300 34,544
Reynolds Metals Co. 200,000 12,613
47,157
PAPER & FOREST PRODUCTS - 0.3%
American Pad & Paper Co. (a)(c) 1,846,500 14,657
Georgia-Pacific Corp. 20,000 1,102
15,759
TOTAL BASIC INDUSTRIES 62,916
CONSTRUCTION & REAL ESTATE - 2.3%
BUILDING MATERIALS - 0.9%
Masco Corp. 877,200 43,202
ENGINEERING - 0.0%
Novacare Employee Services, Inc. 195,000 1,048
REAL ESTATE - 0.4%
Stewart Enterprises, Inc. Class A 398,500 18,331
REAL ESTATE INVESTMENT TRUSTS - 1.0%
Alexandria Real Estate Equities, Inc. 312,000 10,413
Bedford Property Investors, Inc. 277,500 5,879
Cabot Industrial Trust 200,000 4,000
Duke Realty Investors, Inc. 135,100 3,209
Glenborough Realty Trust, Inc. 291,500 9,255
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - CONTINUED
Public Storage, Inc. 234,800 $ 7,719
Tanger Factory Outlet Centers, Inc. 214,700 6,629
47,104
TOTAL CONSTRUCTION & REAL ESTATE 109,685
DURABLES - 2.3%
AUTOS, TIRES, & ACCESSORIES - 0.4%
Federal Signal Co. 70,000 1,571
Ford Motor Co. 251,500 12,826
Volvo AB Class B 165,000 4,516
18,913
CONSUMER DURABLES - 0.3%
Minnesota Mining & Manufacturing Co. 172,800 14,429
CONSUMER ELECTRONICS - 1.6%
Black & Decker Corp. 405,000 19,516
Newell Co. 524,000 21,517
Philips Electronics NV 542,100 36,117
77,150
TOTAL DURABLES 110,492
ENERGY - 5.8%
OIL & GAS - 5.8%
Amerada Hess Corp. 140,500 7,683
British Petroleum PLC ADR 308,406 24,769
Coastal Corp. (The) 364,200 21,124
Cooper Cameron Corp. (a) 100,000 5,144
Exxon Corp. 600,000 35,587
Phillips Petroleum Co. 619,700 27,267
Santa Fe Energy Resources, Inc. 1,523,500 15,997
Texaco, Inc. 1,330,000 69,243
Total SA sponsored ADR 1,383,600 71,774
278,588
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 16.3%
BANKS - 7.8%
Banc One Corp. 209,100 $ 11,683
BankAmerica Corp. 1,208,200 85,858
Citicorp 1,333,300 158,663
Comerica, Inc. 509,900 48,122
NationsBank Corp. 355,593 21,336
Norwest Corp. 613,000 22,374
Wells Fargo & Co. 83,700 25,863
373,899
CREDIT & OTHER FINANCE - 2.0%
American Express Co. 358,392 29,993
Associates First Capital Corp. 434,400 29,539
Transamerica Corp. 369,400 37,956
97,488
FEDERAL SPONSORED CREDIT - 0.7%
Fannie Mae 531,100 32,796
INSURANCE - 4.2%
AFLAC, Inc. 397,400 21,633
Allmerica Financial Corp. 638,100 33,580
Allstate Corp. 186,200 16,479
AMBAC, Inc. 380,000 18,074
American International Group, Inc. 272,500 30,060
Conseco, Inc. 227,200 10,394
Protective Life Corp. 248,500 15,609
SunAmerica, Inc. 335,000 13,463
Torchmark Corp. 428,200 17,797
UNUM Corp. 507,200 24,663
201,752
SAVINGS & LOANS - 1.6%
Charter One Financial Corp. 632,425 35,890
New York Bancorp., Inc. 200,000 7,575
Washington Mutual, Inc. 518,400 33,307
76,772
TOTAL FINANCE 782,707
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - 20.3%
DRUGS & PHARMACEUTICALS - 13.0%
American Home Products Corp. 2,779,200 $ 265,240
Amgen, Inc. 250,000 12,500
Bristol-Myers Squibb Co. 378,400 37,722
Glaxo PLC sponsored ADR 499,400 26,874
Rhone Poulenc SA Class A 290,000 13,237
Schering-Plough Corp. 3,675,500 266,014
621,587
MEDICAL EQUIPMENT & SUPPLIES - 5.2%
Becton, Dickinson & Co. 238,800 15,074
Cardinal Health, Inc. 373,200 28,900
Johnson & Johnson 1,961,700 131,311
McKesson Corp. 1,010,200 48,363
St. Jude Medical, Inc. (a) 461,300 14,992
Sofamor/Danek Group, Inc. (a) 208,900 13,083
251,723
MEDICAL FACILITIES MANAGEMENT - 2.1%
Columbia/HCA Healthcare Corp. 2,424,100 60,602
HEALTHSOUTH Corp. (a) 1,367,200 30,677
Health Management Associates, Inc. Class A (a) 369,100 8,835
100,114
TOTAL HEALTH 973,424
HOLDING COMPANIES - 0.6%
Norfolk Southern Corp. 885,400 27,945
INDUSTRIAL MACHINERY & EQUIPMENT - 5.2%
ELECTRICAL EQUIPMENT - 4.3%
Alcatel Alsthom Compagnie Generale d'Electricite SA
sponsored ADR 689,300 17,965
Emerson Electric Co. 200,000 12,100
General Electric Co. 1,939,900 150,342
Honeywell, Inc. 350,000 24,522
204,929
INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%
Illinois Tool Works, Inc. 784,000 43,659
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 248,588
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - 2.8%
BROADCASTING - 1.3%
Clear Channel Communications, Inc. (a) 350,200 $ 26,965
Time Warner, Inc. 582,200 37,370
64,335
ENTERTAINMENT - 1.3%
Disney (Walt) Co. 399,000 42,518
Viacom, Inc. Class B (non-vtg.) (a) 434,100 18,124
60,642
PUBLISHING - 0.2%
Tribune Co. 155,300 9,435
TOTAL MEDIA & LEISURE 134,412
NONDURABLES - 5.8%
BEVERAGES - 0.6%
Coca-Cola Co. (The) 480,000 31,080
FOODS - 0.6%
Heinz (H.J.) Co. 236,800 13,128
Hershey Foods Corp. 105,000 6,687
Sara Lee Corp. 121,400 6,624
26,439
HOUSEHOLD PRODUCTS - 3.2%
Alberto-Culver Co. Class A (c) 2,169,200 55,586
Avon Products, Inc. 213,200 12,792
Colgate-Palmolive Co. 290,000 21,242
Gillette Co. 409,200 40,408
Procter & Gamble Co. 320,000 25,080
155,108
TOBACCO - 1.4%
Philip Morris Companies, Inc. 1,634,700 67,840
TOTAL NONDURABLES 280,467
PRECIOUS METALS - 0.1%
Newmont Mining Corp. 100,000 2,850
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
RETAIL & WHOLESALE - 7.5%
APPAREL STORES - 1.0%
Gap, Inc. 1,220,150 $ 47,662
DRUG STORES - 0.7%
CVS Corp. 500,500 32,814
GENERAL MERCHANDISE STORES - 5.0%
Dayton Hudson Corp. 533,700 38,393
Proffitts, Inc. (a) 3,016,300 88,604
Wal-Mart Stores, Inc. 2,864,200 114,210
241,207
RETAIL & WHOLESALE, MISCELLANEOUS - 0.8%
Home Depot, Inc. 610,000 36,791
TOTAL RETAIL & WHOLESALE 358,474
SERVICES - 1.9%
ADVERTISING - 1.0%
Omnicom Group, Inc. 1,142,800 46,355
SERVICES - 0.9%
Block (H & R), Inc. 155,000 6,801
Borg Warner Security Corp. (a) 788,500 14,439
Cendant Corp. (a) 686,500 23,255
44,495
TOTAL SERVICES 90,850
TECHNOLOGY - 13.7%
COMMUNICATIONS EQUIPMENT - 0.2%
3Com Corp. (a) 300,000 9,919
COMPUTER SERVICES & SOFTWARE - 4.3%
Cadence Design Systems, Inc. (a) 1,820,800 50,982
Computer Associates International, Inc. 38,000 2,021
Electronic Data Systems Corp. 183,100 7,622
Equifax, Inc. 266,000 8,745
First Data Corp. 519,400 15,907
Microsoft Corp. (a) 670,600 100,045
Synopsys, Inc. (a) 708,300 21,913
207,235
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 2.5%
Compaq Computer Corp. 314,100 $ 9,443
Dell Computer Corp. (a) 494,300 49,152
Digital Equipment Corp. (a) 428,800 24,254
Pitney Bowes, Inc. 810,800 37,195
Quantum Corp. 86,700 2,113
122,157
ELECTRONIC INSTRUMENTS - 0.1%
DBT Online, Inc. (a) 125,000 3,422
ELECTRONICS - 6.6%
Altera Corp. (a) 545,200 18,673
Intel Corp. 943,700 76,440
Linear Technology Corp. 1,096,500 72,643
Maxim Integrated Products, Inc. (a) 347,600 12,036
Molex, Inc. 2,333,975 61,558
Texas Instruments, Inc. 1,337,800 73,077
314,427
TOTAL TECHNOLOGY 657,160
TRANSPORTATION - 0.3%
AIR TRANSPORTATION - 0.1%
Virgin Express Holdings PLC sponsored ADR 205,200 3,950
RAILROADS - 0.2%
CSX Corp. 239,300 12,683
TOTAL TRANSPORTATION 16,633
UTILITIES - 4.0%
ELECTRIC UTILITY - 0.5%
Duke Energy Corp. 10,500 569
Houston Industries, Inc. 860,000 22,468
23,037
GAS - 0.5%
MCN Corp. 356,000 13,172
ONEOK, Inc. 348,971 11,930
25,102
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 3.0%
AT&T Corp. 423,000 $ 26,490
Bell Atlantic Corp. 280,000 25,918
GTE Corp. 209,900 11,453
SBC Communications, Inc. 851,406 66,197
Sprint Corp. 245,600 14,582
144,640
TOTAL UTILITIES 192,779
TOTAL COMMON STOCKS
(Cost $3,688,144) 4,473,554
CONVERTIBLE PREFERRED STOCKS - 1.6%
UTILITIES - 1.6%
TELEPHONE SERVICES - 1.6%
WorldCom, Inc. 8% depositary shares DECS
(Cost $61,502) 613,000 76,702
CONVERTIBLE BONDS - 0.3%
MOODY'S PRINCIPAL
RATINGS AMOUNT (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%
POLLUTION CONTROL - 0.3%
Thermo Instrument Systems, Inc. 4%, 1/15/05
(Cost $15,000) Baa3 $ 15,000 15,450
CASH EQUIVALENTS - 4.9%
SHARES

Taxable Central Cash Fund (b)
(Cost $234,258) 234,258,126 234,258
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $3,998,904) $ 4,799,964
SECURITY TYPE ABBREVIATIONS
DECS - Dividend Enhanced Convertible
Stock/Debt Exchangeable for
Common Stock
LEGEND
1. Non-income producing
2. At period end, the seven-day yield of the Taxable Central Cash Fund
was 5.63%. The yield refers to the income earned by investing in the
fund over the seven-day period, expressed as an annual percentage.
3. Affiliated company (see Note 6 of Notes to Financial Statements).
INCOME TAX INFORMATION
At January 31, 1998, the aggregate cost of investment securities for
income tax purposes was $3,999,928,000. Net unrealized appreciation
aggregated $800,036,000, of which $888,862,000 related to appreciated
investment securities and $88,826,000 related to depreciated
investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) JANUARY 31, 1998 (UNAUDITED)

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $3,998,904) - $ 4,799,964
SEE ACCOMPANYING SCHEDULE

CASH 79

RECEIVABLE FOR INVESTMENTS SOLD 51,811

RECEIVABLE FOR FUND SHARES SOLD 40,908

DIVIDENDS RECEIVABLE 4,087

INTEREST RECEIVABLE 931

OTHER RECEIVABLES 13

TOTAL ASSETS 4,897,793

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 101,607

PAYABLE FOR FUND SHARES REDEEMED 15,754

ACCRUED MANAGEMENT FEE 2,560

OTHER PAYABLES AND ACCRUED EXPENSES 938

TOTAL LIABILITIES 120,859

NET ASSETS $ 4,776,934

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 3,871,368

UNDISTRIBUTED NET INVESTMENT INCOME 3,501

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 101,005
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 801,060
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 199,312 SHARES OUTSTANDING $ 4,776,934

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE $23.97
PER SHARE ($4,776,934 (DIVIDED BY) 199,312 SHARES)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, 1998 (UNAUDITED)

INVESTMENT INCOME $ 25,928
DIVIDENDS (INCLUDING $304 RECEIVED FROM AFFILIATED ISSUERS)

INTEREST 5,743

TOTAL INCOME 31,671

EXPENSES

MANAGEMENT FEE $ 12,999
BASIC FEE

PERFORMANCE ADJUSTMENT 1,357

TRANSFER AGENT FEES 4,615

ACCOUNTING FEES AND EXPENSES 404

NON-INTERESTED TRUSTEES' COMPENSATION 8

CUSTODIAN FEES AND EXPENSES 47

REGISTRATION FEES 237

AUDIT 25

LEGAL 11

MISCELLANEOUS 16

TOTAL EXPENSES BEFORE REDUCTIONS 19,719

EXPENSE REDUCTIONS (653) 19,066

NET INVESTMENT INCOME 12,605

REALIZED AND UNREALIZED GAIN (LOSS) 268,201
NET REALIZED GAIN (LOSS) ON INVESTMENT SECURITIES (INCLUDING
REALIZED LOSS OF $36 ON SALES OF INVESTMENTS IN AFFILIATED
ISSUERS)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON (37,408)
INVESTMENT SECURITIES

NET GAIN (LOSS) 230,793

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 243,398
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED YEAR ENDED
JANUARY 31,1998 JULY 31,
(UNAUDITED) 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 12,605 $ 26,445
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 268,201 268,769

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) (37,408) 795,165

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 243,398 1,090,379
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (26,748) (8,329)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (391,693) (28,170)

TOTAL DISTRIBUTIONS (418,441) (36,499)

SHARE TRANSACTIONS 1,484,954 3,929,111
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 412,980 36,073

COST OF SHARES REDEEMED (1,313,539) (1,871,351)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 584,395 2,093,833
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 409,352 3,147,713

NET ASSETS

BEGINNING OF PERIOD 4,367,582 1,219,869

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 4,776,934 $ 4,367,582
INCOME OF $3,501 AND $20,704, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 62,292 192,987

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 17,960 2,034

REDEEMED (55,121) (91,579)

NET INCREASE (DECREASE) 25,131 103,442

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED YEARS ENDED JULY 31, APRIL 27, 1993
JANUARY 31, 1998 (COMMENCEMENT
OF OPERATIONS) TO

(UNAUDITED) 1997 1996 1995 1994 JULY 31, 1993

SELECTED PER-SHARE DATA

NET ASSET VALUE, $ 25.07 $ 17.24 $ 16.04 $ 11.68 $ 10.80 $ 10.00
BEGINNING OF
PERIOD

INCOME FROM INVEST- .07 D .20 D .11 .05 .02 (.01)
MENT OPERATIONS
NET INVESTMENT
INCOME (LOSS)

NET REALIZED AND 1.17 8.09 2.25 4.47 1.01 .81
UNREALIZED GAIN
(LOSS)

TOTAL FROM INVEST- 1.24 8.29 2.36 4.52 1.03 .80
MENT OPERATIONS

LESS DISTRIBUTIONS (.15) (.09) (.09) (.01) (.01) -
FROM NET INVEST-
MENT INCOME

FROM NET REALIZED (2.19) (.37) (1.07) (.15) - -
GAIN

IN EXCESS OF NET - - - - (.14) -
REALIZED GAIN

TOTAL DISTRIBUTIONS (2.34) (.46) (1.16) (.16) (.15) -

NET ASSET VALUE, $ 23.97 $ 25.07 $ 17.24 $ 16.04 $ 11.68 $ 10.80
END OF PERIOD

TOTAL RETURN B, C 5.58% 49.21% 15.44% 39.14% 9.51% 8.00%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF $ 4,777 $ 4,368 $ 1,220 $ 465 $ 72 $ 18
PERIOD (IN MILLIONS)

RATIO OF EXPENSES TO .90% A .95% 1.02% 1.21% 1.43% 2.50% A
AVERAGE NET ASSETS

RATIO OF EXPENSES TO .87% A, .92% .99% 1.19% 1.40% 2.50% A
AVERAGE NET ASSETS E E E E E
AFTER EXPENSE
REDUCTIONS

RATIO OF NET .58% A .99% .86% .78% .13% (.73)%
INVESTMENT INCOME A
(LOSS) TO AVERAGE
NET ASSETS

PORTFOLIO TURNOVER 122% A 141% 129% 162% 291% 90% A
RATE

AVERAGE COMMISSION $ .0432 $ .0419
RATE F

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
F FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 1998 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Dividend Growth Fund (the fund) is a fund of Fidelity
Securities Fund (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust. The
financial statements have been prepared in conformity with generally
accepted accounting principles which permit management to make certain
estimates and assumptions at the date of the financial statements. The
following summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities (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, and the
difference between the amount of net investment income accrued and the
U.S. dollar amount actually received, and gains and losses between
trade 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
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for non-taxable dividends and losses deferred due to wash
sales. The fund also utilized earnings and profits distributed to
shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
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 Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
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.
(formerly FMR Texas, 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.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $2,709,172,000 and $2,565,080,000, 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 annualized rate of .66% of average
net assets after the performance adjustment.
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 annualized rate of .21% 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 $687,000 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 $619,000 under this arrangement.
In addition, FMR has entered into arrangements on behalf of the fund
with the fund's 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 $33,000, 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
DOLLAR AMOUNTS IN THOUSANDS
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Alberto-Culver Co. Class A $ 16,314 $ - $ 217 $ 55,586
American Pad & Paper Co. 2,743 179 - 14,657
Integramed America, Inc. - - - -
Primex Technologies, Inc. - - 87 10,110
TOTALS $ 19,057 $ 179 $ 304 $ 80,353
MANAGING YOUR INVESTMENTS

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

TO WRITE FIDELITY

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail 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
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export and Multinational Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Selector
Stock Selector
TechnoQuant Growth Fund
SM
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 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE

FIDELITY

(REGISTERED TRADEMARK)

GROWTH & INCOME
PORTFOLIO
SEMIANNUAL REPORT
JANUARY 31, 1998
CONTENTS

PRESIDENT'S MESSAGE 3 NED JOHNSON ON INVESTING STRATEGIES.

PERFORMANCE 4 HOW THE FUND HAS DONE OVER TIME.

FUND TALK 6 THE MANAGER'S REVIEW OF FUND
PERFORMANCE, STRATEGY AND OUTLOOK.

INVESTMENT CHANGES 9 A SUMMARY OF MAJOR SHIFTS IN THE FUND'S
INVESTMENTS OVER THE PAST SIX MONTHS.

INVESTMENTS 10 A COMPLETE LIST OF THE FUND'S INVESTMENTS
WITH THEIR MARKET VALUES.

FINANCIAL STATEMENTS 23 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 27 NOTES TO THE FINANCIAL STATEMENTS.

There are several ways to evaluate a fund's historical performance.
You can look at the total percentage change in value, the average
annual percentage change or the growth of a hypothetical $10,000
investment. 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 JANUARY 31, 1998 PAST 6 PAST 1 PAST 5 PAST 10
MONTHS YEAR YEARS YEARS

FIDELITY GROWTH & INCOME 4.84% 26.78% 155.44% 480.66%

S&P 500(REGISTERED TRADEMARK) 3.56% 26.91% 152.28% 410.11%

GROWTH & INCOME FUNDS AVERAGE 2.31% 21.82% 122.82% 319.38%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, six months, one year, five
years or 10 years. For example, if you had invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare the fund's return to the performance
of the Standard & Poor's 500 Index - a widely recognized, unmanaged
index of common stocks. To measure how the fund's performance stacked
up against its peers, you can compare it to the growth & income funds
average, which reflects the performance of mutual funds with similar
objectives tracked by Lipper Analytical Services, Inc. The past six
months average represents a peer group of 687 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 JANUARY 31, 1998 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

FIDELITY GROWTH & INCOME 26.78% 20.63% 19.23%

S&P 500 26.91% 20.33% 17.69%

GROWTH & INCOME FUNDS AVERAGE 21.82% 17.28% 15.27%

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)
$10,000 OVER 10 YEARS
IMAHDR PRASUN SHR__CHT 19980131 19980209 143843 S00000000000001
Growth & Income S&P 500
00027 SP001
1988/01/31 10000.00 10000.00
1988/02/29 10530.25 10466.00
1988/03/31 10304.10 10142.60
1988/04/30 10470.05 10255.18
1988/05/31 10605.83 10344.40
1988/06/30 11096.07 10819.21
1988/07/31 11088.45 10778.10
1988/08/31 10958.99 10411.64
1988/09/30 11355.88 10855.18
1988/10/31 11578.84 11156.95
1988/11/30 11409.70 10997.41
1988/12/31 11572.20 11189.86
1989/01/31 12296.92 12008.96
1989/02/28 12164.44 11709.94
1989/03/31 12540.37 11982.78
1989/04/30 13075.01 12604.69
1989/05/31 13688.27 13115.18
1989/06/30 13782.36 13040.42
1989/07/31 14709.64 14217.97
1989/08/31 15026.66 14496.64
1989/09/30 14945.97 14437.21
1989/10/31 14473.73 14102.26
1989/11/30 14713.99 14389.95
1989/12/31 14997.74 14735.31
1990/01/31 14211.60 13746.57
1990/02/28 14429.97 13923.90
1990/03/31 14683.43 14292.88
1990/04/30 14304.68 13935.56
1990/05/31 15361.67 15294.28
1990/06/30 15290.28 15190.28
1990/07/31 15183.73 15141.67
1990/08/31 13887.34 13772.86
1990/09/30 13086.56 13102.12
1990/10/31 13059.30 13045.78
1990/11/30 13704.54 13888.54
1990/12/31 13978.43 14276.03
1991/01/31 15255.04 14898.47
1991/02/28 16540.83 15963.71
1991/03/31 17451.98 16350.03
1991/04/30 17692.31 16389.27
1991/05/31 18709.11 17097.28
1991/06/30 17438.41 16314.23
1991/07/31 18506.83 17074.47
1991/08/31 19045.68 17479.14
1991/09/30 18877.70 17187.24
1991/10/31 19215.32 17417.54
1991/11/30 18212.11 16715.62
1991/12/31 19827.24 18627.88
1992/01/31 20301.39 18281.40
1992/02/29 20746.51 18519.06
1992/03/31 20320.38 18157.94
1992/04/30 20777.34 18691.78
1992/05/31 20855.12 18783.37
1992/06/30 20445.28 18503.50
1992/07/31 20865.73 19260.30
1992/08/31 20650.62 18865.46
1992/09/30 20862.14 19088.07
1992/10/31 21027.36 19154.88
1992/11/30 21677.23 19808.06
1992/12/31 22114.61 20051.70
1993/01/31 22731.71 20220.14
1993/02/28 22989.77 20495.13
1993/03/31 23833.54 20927.58
1993/04/30 23799.68 20421.13
1993/05/31 24296.21 20968.42
1993/06/30 24670.32 21029.22
1993/07/31 24851.88 20945.11
1993/08/31 25827.80 21738.93
1993/09/30 25968.40 21571.54
1993/10/31 26259.00 22018.07
1993/11/30 25666.17 21808.90
1993/12/31 26433.44 22072.78
1994/01/31 27432.72 22823.26
1994/02/28 26909.29 22204.75
1994/03/31 25725.53 21236.62
1994/04/30 26239.32 21508.45
1994/05/31 26322.96 21861.19
1994/06/30 25866.10 21325.59
1994/07/31 26610.27 22025.07
1994/08/31 27630.51 22928.10
1994/09/30 27309.72 22366.36
1994/10/31 27635.13 22869.60
1994/11/30 26608.83 22036.69
1994/12/31 27032.72 22363.49
1995/01/31 27353.16 22943.38
1995/02/28 28160.68 23837.48
1995/03/31 29046.90 24540.93
1995/04/30 29858.05 25263.66
1995/05/31 30707.82 26273.45
1995/06/30 31262.05 26883.78
1995/07/31 32451.51 27775.24
1995/08/31 32697.16 27844.96
1995/09/30 34011.89 29020.02
1995/10/31 33852.58 28916.42
1995/11/30 35445.64 30185.85
1995/12/31 36597.50 30767.23
1996/01/31 37815.16 31814.54
1996/02/29 38234.58 32109.46
1996/03/31 38559.86 32418.68
1996/04/30 38953.61 32896.53
1996/05/31 39700.37 33744.93
1996/06/30 39945.41 33873.50
1996/07/31 38419.53 32376.97
1996/08/31 39018.98 33059.80
1996/09/30 41078.59 34920.40
1996/10/31 41730.63 35883.51
1996/11/30 44367.15 38595.94
1996/12/31 43925.94 37831.36
1997/01/31 45798.47 40195.06
1997/02/28 46313.06 40510.19
1997/03/31 44419.76 38845.62
1997/04/30 46785.56 41164.71
1997/05/31 49309.08 43670.82
1997/06/30 51861.05 45627.27
1997/07/31 55385.58 49257.83
1997/08/31 52378.94 46498.41
1997/09/30 55190.85 49045.12
1997/10/31 53720.48 47407.02
1997/11/30 55844.35 49601.49
1997/12/31 57180.05 50453.15
1998/01/30 58065.52 51011.16
IMATRL PRASUN SHR__CHT 19980131 19980209 143848 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Growth & Income Portfolio on January 31, 1988. As
the chart shows, by January 31, 1998, the value of the investment
would have grown to $58,066 - a 480.66% increase on the initial
investment. For comparison, look at how the S&P 500 did over the same
period. With dividends and capital gains, if any, reinvested, the same
$10,000 investment would have grown to $51,011 - a 410.11% 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
With economic woes in Southeast
Asia and a resulting "flight to
quality" mentality on the part of
investors playing leading roles,
the previously surging U.S. stock
market cooled down during the
six-month period that ended
January 31, 1998. The Standard &
Poor's 500 Index returned 3.56%
during this time. After a prolonged
stretch of strong performance by
stocks of larger companies,
smaller-company stocks gained
momentum in August and
September due mainly to solid
earnings growth. In addition,
many large-cap stocks had
become expensive relative to
smaller-cap stocks and investors
took advantage of cheap
opportunities within the small-cap
universe. Thousands of miles
away, though, an imposing
obstacle loomed in the form of an
economic crisis in Southeast Asia.
What began as a trickle in June -
with several small Asian countries
devaluing their currencies -
transformed into a downpour in
October as larger markets such as
Hong Kong became affected. This
brought concern and volatility to
markets across the globe. In the
U.S., for instance the Dow Jones
Industrial Average tumbled
550-plus points in one session,
only to bounce back significantly
the next. Since Southeast Asia is
an important technology hub,
many small semiconductor-related
stocks - prevalent in the
small-cap arena - suffered
dramatically. As the period came
to a close, investors had begun to
favor the reliability and liquidity of
larger stocks, retracing the steps
they took in 1996 and early 1997.
An interview with Steven Kaye, Portfolio Manager of Fidelity Growth &
Income Portfolio
Q. HOW DID THE FUND PERFORM, STEVE?
A. For the six months that ended January 31, 1998, the fund returned
4.84%. This topped the growth and income funds average as tracked by
Lipper Analytical Services, which returned 2.31% during the same
period. The fund also beat the 3.56% return of the Standard & Poor's
500 Index. From a 12-month perspective, the fund returned 26.78%,
while the Lipper group and S&P 500 returned 21.82% and 26.91%,
respectively.
Q. WHAT STRATEGIES ENABLED THE FUND TO OUTPERFORM ITS INDEX AND PEER
GROUP OVER THE PAST SIX MONTHS?
A. In hindsight, the portfolio was well-positioned for the market
environment we saw. Relative to both benchmarks, the fund was
considerably underweighted in the technology and energy sectors, which
performed poorly during the period, and was overweighted in
health-sector stocks, which worked out well. In each case, individual
stock selection played a key role. People may talk about large-company
stocks outperforming small-company stocks, or the Asian crisis, but I
don't manage the fund based on market trends or global developments.
Doing thorough research on each individual stock has always been the
hallmark of my management philosophy.
Q. AT THE END OF THE PERIOD, APPROXIMATELY 18% OF THE FUND'S ASSETS
WAS INVESTED IN HEALTH CARE STOCKS WHILE FINANCE-RELATED STOCKS
ACCOUNTED FOR AROUND 15% OF ASSETS. WHAT ATTRACTED YOU TO THESE AREAS?
A. First and foremost, many of the companies in these sectors offered
attractive business prospects. Among the fund's health care positions,
pharmaceutical-related stocks occupied a significant perch. Many of
these companies - such as Bristol-Myers Squibb and SmithKline Beecham
- - generated strong earnings growth with well-received product lines
and consistent revenue streams. In the finance sector, GSEs - or
government-sponsored enterprises - played a key role. The fund's GSE
positions - including Fannie Mae and Freddie Mac - performed well due
to the favorable economic backdrop of moderate growth and low
interest rates. In addition to sound business characteristics, a
distinct lack of Asian exposure in the health care and finance areas -
relative to other sectors such as technology - also appealed to
safety-conscious investors.
Q. COMPARED TO SIX MONTHS AGO, MOST OF THE FUND'S TOP 20 HOLDINGS
REMAINED RELATIVELY UNCHANGED AT THE END OF THE PERIOD. IS THIS BY
DESIGN?
A. More or less. When I'm considering an investment opportunity, I
prefer to focus on a company's long-term prospects. Once I'm
comfortable with a particular stock and I add it to the fund's
portfolio, I may hold on to that stock for three or four years. My
philosophy is that short-term fluctuations shouldn't undermine my
original research. General Electric and Philip Morris - the fund's two
largest positions at the end of the period - are prime examples. GE's
stock performance was fairly flat during the period. The company has
some exposure to the Asian region, but GE is a well-run company and I
felt its long-term potential remained intact. Philip Morris, on the
other hand, had a difficult year due to ongoing tobacco litigation and
the stock's performance was disappointing. Even so, my feeling was
that the company had a good mix of profitable, well-run businesses and
I remained positive on the stock's potential. I typically only sell a
stock if its valuation has become very expensive or if I find that my
assessment of the company has changed.
Q. WHICH STOCKS PERFORMED WELL? WERE THERE ANY DISAPPOINTMENTS?
A. Pharmaceutical stocks Pfizer and Eli Lilly performed well mostly
for the reasons I discussed previously. Home-building chain Home Depot
also performed well, given the low interest rates and increased
home-buying activity. On the negative side, what hurt performance the
most were the stocks that I didn't own. Amid falling interest rates
and concerns over Asia, the utilities sector was one of the
best-performing groups during the period. Unfortunately, due to their
limited earnings growth rates, utility stocks are not typically a
focal point for the fund.
Q. WHAT'S YOUR OUTLOOK?
A. In terms of the stock market itself, I think the extraordinary
gains we've seen over the past few years need to be gradually
absorbed. Stock prices are at record levels, and if earnings can rise,
these prices will be better supported. While the problems from Asia
have seeped into other world markets, any developments concerning
China will be closely monitored since China is one of the world's
vital economies.
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 DISCUSSES
SEVERAL OVERLOOKED
MARKET FACTORS:
"Lately, the Southeast Asian crisis
has been a convenient scapegoat
for explaining U.S. stock market
fluctuations. When the market
was up, it was due to encouraging
developments in Asia, and vice
versa. But there were other factors
- - much closer to home, in fact -
that had an underlying influence
on U.S. stocks.
"For the past couple of years, the
U.S. economy has grown modestly,
with low inflation and low
interest-rate levels. In addition,
the federal budget deficit has been
shrinking gradually, to the point
where the U.S. budget may soon
find itself in a surplus situation.
This would help keep interest
rates low. These conditions
certainly helped the bond market
post strong returns during the
period, but stocks were also
beneficiaries.
"The low interest rates we've seen
have brought on a flurry of home
refinancings. In turn, people may
have had extra money on hand
and may, for example, finally have
gotten around to putting that
addition on their home. Maybe
they went to Home Depot, for
instance, to pick up some lumber
for the project. Employment levels
are also at all-time highs. I'm not
trying to minimize the effects of
the Asian volatility - it will most
assuredly continue to influence
global markets - but I think the
developments within our own
economy have also played a big role
in the stock market's recent success."
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 January 31, 1998,
more than $37.8 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 JANUARY 31, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

GENERAL ELECTRIC CO. 3.2 3.1

PHILIP MORRIS COMPANIES, INC. 2.5 3.0

MERCK & CO., INC. 2.4 1.0

BRISTOL-MYERS SQUIBB CO. 2.1 1.8

FANNIE MAE 2.1 1.6

AMERICAN EXPRESS CO. 1.9 2.0

ROYAL DUTCH PETROLEUM CO. 1.6 2.0

PROCTER & GAMBLE CO. 1.6 1.8

TYCO INTERNATIONAL LTD. 1.6 1.6

CITICORP 1.6 1.8

TOP FIVE MARKET SECTORS AS OF JANUARY 31, 1998
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

HEALTH 17.9 16.4

FINANCE 14.9 15.7

TECHNOLOGY 9.7 9.7

NONDURABLES 9.5 10.6

INDUSTRIAL MACHINERY & EQUIPMENT 6.0 6.2

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF JANUARY 31, 1998 * AS OF JULY 31, 1997**
ROW: 1, COL: 1, VALUE: 46.2
ROW: 1, COL: 2, VALUE: 46.0
ROW: 1, COL: 3, VALUE: 2.1
ROW: 1, COL: 4, VALUE: 5.7
STOCKS 95.0%
BONDS 0.8%
SHORT-TERM
INVESTMENTS 4.2%
FOREIGN
INVESTMENTS 8.2%
STOCKS 93.2%
BONDS 1.1%
SHORT-TERM
INVESTMENTS 5.7%
FOREIGN
INVESTMENTS 7.0%
ROW: 1, COL: 1, VALUE: 47.0
ROW: 1, COL: 2, VALUE: 47.0
ROW: 1, COL: 3, VALUE: 1.8
ROW: 1, COL: 4, VALUE: 4.2
*
**
INVESTMENTS JANUARY 31, 1998 (UNAUDITED)

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 92.9%
SHARES VALUE (NOTE 1)
(000S)
AEROSPACE & DEFENSE - 4.4%
AEROSPACE & DEFENSE - 2.1%
Allied Signal, Inc. 4,790,500 $ 186,530
Boeing Co. 1,333,820 63,440
British Aerospace PLC 2,751,689 71,469
Gulfstream Aerospace Corp. (a) 1,780,300 60,641
Lockheed Martin Corp. 3,120,205 324,696
Rockwell International Corp. 1,124,900 62,854
United Technologies Corp. 453,600 37,025
806,655
DEFENSE ELECTRONICS - 1.8%
Litton Industries, Inc. (a)(d) 3,347,900 198,782
Northrop Grumman Corp. 1,657,600 203,263
Raytheon Co. Class A 1,568,718 80,201
Raytheon Co. Class B 4,096,500 213,530
695,776
SHIP BUILDING & REPAIR - 0.5%
General Dynamics Corp. 2,129,600 183,678
TOTAL AEROSPACE & DEFENSE 1,686,109
BASIC INDUSTRIES - 3.4%
CHEMICALS & PLASTICS - 2.4%
Air Products & Chemicals, Inc. 1,706,300 136,611
Cytec Industries, Inc. (a) 900,000 46,294
du Pont (E.I.) de Nemours & Co. 2,109,200 119,433
Ferro Corp. 1,821,000 44,956
IMC Global, Inc. 1,150,000 37,087
Monsanto Co. 4,284,600 203,251
Praxair, Inc. 717,800 29,744
Raychem Corp. 1,542,400 57,551
Union Carbide Corp. 1,156,300 50,660
W.R. Grace & Co. 2,170,900 170,551
896,138
IRON & STEEL - 0.1%
Nucor Corp. 649,600 30,937
METALS & MINING - 0.1%
Aluminum Co. of America 707,000 53,997
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
BASIC INDUSTRIES - CONTINUED
PACKAGING & CONTAINERS - 0.0%
Corning, Inc. 330,000 $ 11,220
PAPER & FOREST PRODUCTS - 0.8%
Fort James Corp. 1,750,700 75,171
Kimberly-Clark Corp. 3,745,800 195,484
Willamette Industries, Inc. 798,800 26,760
297,415
TOTAL BASIC INDUSTRIES 1,289,707
CONSTRUCTION & REAL ESTATE - 2.2%
BUILDING MATERIALS - 0.1%
Hussmann International, Inc. 950 13
Sherwin-Williams Co. 1,150,100 32,778
32,791
ENGINEERING - 0.1%
Fluor Corp. 1,039,300 39,169
REAL ESTATE - 0.1%
Rouse Co. (The) 1,076,900 36,211
REAL ESTATE INVESTMENT TRUSTS - 1.9%
Bay Apartment Communities, Inc. 411,900 15,626
Boston Properties, Inc. 1,270,600 45,186
CBL & Associates Properties, Inc. (d) 1,957,100 48,316
Crescent Real Estate Equities, Inc. 2,146,000 75,378
Duke Realty Investors, Inc. 848,706 20,157
Equity Office Properties Trust 4,680,490 141,877
Equity Residential Properties Trust (SBI) 2,738,085 139,984
Highwoods Properties, Inc. 780,500 28,244
Irvine Apartment Communities, Inc. 191,400 6,137
Liberty Property Trust (SBI) 888,200 24,092
Macerich Co. 647,600 18,376
Mack-Cali Realty Corp. 875,900 35,310
Manufactured Home Communities, Inc. 526,100 13,810
Public Storage, Inc. 2,318,600 76,224
Urban Shopping Centers, Inc. 666,400 22,658
711,375
TOTAL CONSTRUCTION & REAL ESTATE 819,546
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
DURABLES - 2.2%
AUTOS, TIRES, & ACCESSORIES - 0.8%
Eaton Corp. 426,400 $ 38,269
Ford Motor Co. 2,000,000 102,000
General Motors Corp. 1,772,638 102,702
Volvo AB Class B 1,800,000 49,266
292,237
CONSUMER DURABLES - 0.5%
Minnesota Mining & Manufacturing Co. 2,389,300 199,507
CONSUMER ELECTRONICS - 0.6%
General Motors Corp. Class H 1,725,000 59,728
Newell Co. 445,400 18,289
Philips Electronics NV 2,089,000 139,180
217,197
TEXTILES & APPAREL - 0.3%
Intimate Brands, Inc. Class A 535,000 13,542
Unifi, Inc. 2,938,300 120,470
134,012
TOTAL DURABLES 842,953
ENERGY - 4.9%
ENERGY SERVICES - 0.1%
Schlumberger Ltd. 476,100 35,083
OIL & GAS - 4.8%
Amoco Corp. 468,200 38,100
Anadarko Petroleum Corp. 471,100 27,795
British Petroleum PLC ADR 5,639,868 452,952
Chevron Corp. 650,400 48,658
Exxon Corp. 6,050,000 358,841
Mobil Corp. 971,600 66,190
Royal Dutch Petroleum Co. 12,011,600 615,594
Texaco, Inc. 300,000 15,619
Tosco Corp. 1,691,600 56,563
Total SA:
Class B 276,000 28,704
sponsored ADR 1,022,477 53,041
USX-Marathon Group 936,000 31,414
Unocal Corp. 1,298,700 44,643
1,838,114
TOTAL ENERGY 1,873,197
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
FINANCE - 14.9%
BANKS - 4.9%
Banc One Corp. 3,350,000 $ 187,181
Bank of New York Co., Inc. 5,038,254 273,011
BankAmerica Corp. 1,152,200 81,878
Citicorp 5,045,500 600,415
Credit Suisse Group 397,500 63,291
National City Corp. 2,745,855 165,266
NationsBank Corp. 5,023,806 301,428
Norwest Corp. 4,328,600 157,994
Wells Fargo & Co. 120,800 37,327
1,867,791
CREDIT & OTHER FINANCE - 3.1%
American Express Co. 8,482,130 709,848
Associates First Capital Corp. 2,699,500 183,566
Beneficial Corp. 575,000 44,635
Capital Trust Class A (a)(d) 1,523,982 15,145
Fleet Financial Group, Inc. 1,415,499 101,385
Household International, Inc. 1,047,882 130,461
1,185,040
FEDERAL SPONSORED CREDIT - 3.5%
Fannie Mae 12,854,300 793,753
Freddie Mac 5,523,200 245,782
Student Loan Marketing Association 7,108,500 299,446
1,338,981
INSURANCE - 2.9%
AFLAC, Inc. 297,800 16,211
Allmerica Financial Corp. 1,216,100 63,997
Allstate Corp. 3,907,410 345,806
American International Group, Inc. 975,000 107,555
General Re Corp. 545,400 113,511
Hartford Financial Services Group, Inc. 2,249,100 202,419
MBIA, Inc. 2,379,200 154,053
Travelers Group, Inc. (The) 1,728,997 85,585
UNUM Corp. 682,600 33,192
1,122,329
SAVINGS & LOANS - 0.2%
Washington Mutual, Inc. 955,000 61,359
SECURITIES INDUSTRY - 0.3%
Lehman Brothers Holdings, Inc. 1,787,420 97,079
TOTAL FINANCE 5,672,579
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HEALTH - 17.8%
DRUGS & PHARMACEUTICALS - 12.1%
Allergan, Inc. 3,030,000 $ 103,020
American Home Products Corp. 5,415,000 516,794
Amgen, Inc. 819,000 40,950
Bristol-Myers Squibb Co. 8,010,200 798,517
Forest Laboratories, Inc. (a)(d) 2,097,700 124,551
Genentech, Inc. special (a) 2,272,300 147,700
Lilly (Eli) & Co. 6,796,732 458,779
Merck & Co., Inc. 7,710,500 904,056
Novartis AG 14,008 23,987
Pfizer, Inc. 5,301,100 434,359
Rhone Poulenc SA Class A 1,225,000 55,913
Schering-Plough Corp. 2,760,600 199,798
SmithKline Beecham PLC ADR 6,265,300 395,105
Warner-Lambert Co. 2,728,160 410,588
4,614,117
MEDICAL EQUIPMENT & SUPPLIES - 3.4%
Abbott Laboratories 500,000 35,406
Allegiance Corp. 2,727,520 87,451
Bausch & Lomb, Inc. (d) 4,199,500 180,054
Baxter International, Inc. 3,876,900 215,895
Becton, Dickinson & Co. 3,582,900 226,171
Cardinal Health, Inc. 818,100 63,352
Guidant Corp. 273,250 17,556
Johnson & Johnson 3,030,600 202,861
Medtronic, Inc. 1,442,400 73,653
St. Jude Medical, Inc. (a) 1,986,950 64,576
Stryker Corp. 4,062,100 150,044
1,317,019
MEDICAL FACILITIES MANAGEMENT - 2.3%
Columbia/HCA Healthcare Corp. 7,444,100 186,103
Coram Healthcare Corp. (a)(d) 3,954,000 10,626
Covance, Inc. (a) 1,317,775 24,955
Health Management Associates, Inc. Class A (a) 6,010,000 143,864
Tenet Healthcare Corp. (a) 10,134,600 349,644
United HealthCare Corp. 2,898,600 148,553
863,745
TOTAL HEALTH 6,794,881
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
HOLDING COMPANIES - 0.2%
BTR PLC Ord. 6,000,000 $ 16,074
Norfolk Southern Corp. 969,900 30,612
U.S. Industries, Inc. 1,173,240 32,924
79,610
INDUSTRIAL MACHINERY & EQUIPMENT - 5.9%
ELECTRICAL EQUIPMENT - 4.1%
Alcatel Alsthom Compagnie Generale d'Electricite SA 1,288,576
170,774
Emerson Electric Co. 2,443,900 147,856
General Electric Co. 15,706,400 1,217,246
Oak Industries, Inc. (a)(d) 1,426,700 44,049
1,579,925
INDUSTRIAL MACHINERY & EQUIPMENT 1.7%
Stanley Works 858,400 37,984
Tyco International Ltd. 13,672,328 606,710
UNOVA, Inc. 665,300 10,811
655,505
POLLUTION CONTROL - 0.1%
Waste Management, Inc. 1,222,700 28,734
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 2,264,164
MEDIA & LEISURE - 4.8%
BROADCASTING - 0.9%
CBS Corp. 5,276,134 157,954
Jacor Communications, Inc. Class A (a) 1,325,600 66,280
Time Warner, Inc. 2,030,300 130,320
354,554
ENTERTAINMENT - 0.9%
Disney (Walt) Co. 1,784,700 190,182
News Corp. Ltd.:
ADR 1,043,000 25,945
sponsored ADR (ltd. vtg.) . 500,000 10,531
Viacom, Inc. Class B (non-vtg.) (a) 2,510,200 104,801
331,459
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - 1.3%
ITT Corp. (a) 5,056,800 $ 404,544
Mirage Resorts, Inc. (a) 3,674,400 84,741
489,285
PUBLISHING - 1.5%
AC Nielsen Corp. (a) 841,332 18,194
Cognizant Corp. 7,612,800 345,431
Times Mirror Co. Class A 1,947,900 112,247
US WEST Media Group (a) 3,024,000 89,775
565,647
RESTAURANTS - 0.2%
Starbucks Corp. (a) 462,500 16,910
Tricon Global Restaurants, Inc. (a) 2,501,210 68,158
85,068
TOTAL MEDIA & LEISURE 1,826,013
NONDURABLES - 9.4%
BEVERAGES - 1.5%
Coca-Cola Co. (The) 1,700,000 110,075
PepsiCo, Inc. 12,000,700 432,775
Whitman Corp. 1,595,900 26,532
Whitman Corp. (g) 1,050,000 17,456
586,838
FOODS - 2.1%
Bestfoods 1,515,100 147,722
Campbell Soup Co. 2,025,900 108,386
Corn Products International, Inc. 340,100 10,883
Hershey Foods Corp. 1,220,900 77,756
Nestle SA 20,000 31,878
Ralston Purina Co. 1,572,407 147,610
Sara Lee Corp. 3,125,300 170,524
Sysco Corp. 2,028,900 90,794
785,553
HOUSEHOLD PRODUCTS - 3.1%
Avon Products, Inc. 288,000 17,280
Colgate-Palmolive Co. 325,000 23,806
Gillette Co. 1,476,300 145,785
Procter & Gamble Co. 7,822,400 613,081
Unilever NV ADR 6,730,200 384,042
1,183,994
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NONDURABLES - CONTINUED
TOBACCO - 2.7%
Philip Morris Companies, Inc. 22,849,500 $ 948,254
RJR Nabisco Holdings Corp. 1,872,746 58,991
UST, Inc. 398,600 13,752
1,020,997
TOTAL NONDURABLES 3,577,382
RETAIL & WHOLESALE - 5.1%
DRUG STORES - 1.1%
CVS Corp. 3,158,084 207,052
Rite Aid Corp. 1,592,840 99,453
Walgreen Co. 3,726,600 123,444
429,949
GENERAL MERCHANDISE STORES - 1.8%
Carson Pirie Scott & Co. (a)(d) 1,194,874 60,939
Federated Department Stores, Inc. (a) 2,128,430 90,192
May Department Stores Co. (The) 805,200 42,323
Wal-Mart Stores, Inc. 12,258,100 488,792
682,246
GROCERY STORES - 1.0%
American Stores Co. 57,400 1,248
Kroger Co. (The) (a) 3,897,852 152,504
Quality Food Centers, Inc. (a)(d) 1,319,400 91,368
Safeway, Inc. (a) 2,158,900 143,432
388,552
RETAIL & WHOLESALE, MISC. - 1.2%
Home Depot, Inc. 7,546,500 455,148
TOTAL RETAIL & WHOLESALE 1,955,895
SERVICES - 2.2%
ADVERTISING - 0.2%
Omnicom Group, Inc. 1,581,400 64,146
LEASING & RENTAL - 0.2%
Republic Industries, Inc. (a) 2,950,000 61,766
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SERVICES - CONTINUED
PRINTING - 0.2%
Donnelley (R.R.) & Sons Co. 2,538,500 $ 94,718
SERVICES - 1.6%
Block (H&R), Inc. (d) 5,952,900 261,183
Cendant Corp. (a) 5,814,853 196,978
Jostens, Inc. 239,000 5,392
Midas, Inc. 983 16
Service Corp. International 3,520,600 137,303
600,872
TOTAL SERVICES 821,502
TECHNOLOGY - 9.3%
COMMUNICATIONS EQUIPMENT - 0.5%
Cisco Systems, Inc. (a) 2,388,500 150,625
DSC Communications Corp. 483,100 9,662
Lucent Technologies, Inc. 192,976 17,078
3Com Corp. (a) 200,000 6,613
183,978
COMPUTER SERVICES & SOFTWARE - 3.5%
Automatic Data Processing, Inc. 2,605,200 155,824
BMC Software, Inc. (a) 1,275,000 86,381
Ceridian Corp. (a) 3,535,400 160,198
DST Systems, Inc. (a) 1,467,300 68,229
Electronic Data Systems Corp. 5,370,300 223,539
Equifax, Inc. 2,318,700 76,227
First Data Corp. 1,873,000 57,361
Microsoft Corp. (a) 3,325,000 496,048
Oracle Corp. (a) 542,200 12,606
1,336,413
COMPUTERS & OFFICE EQUIPMENT - 3.1%
Compaq Computer Corp. 2,850,000 85,678
Dell Computer Corp. (a) 650,000 64,634
Hewlett-Packard Co. 2,349,200 140,952
International Business Machines Corp. 3,338,200 329,439
Pitney Bowes, Inc. 9,055,800 415,435
Quantum Corp. (a) 900,000 21,937
Xerox Corp. 1,343,900 108,016
1,166,091
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
TECHNOLOGY - CONTINUED
ELECTRONIC INSTRUMENTS - 0.3%
KLA-Tencor Corp. (a) 200,000 $ 7,500
Perkin-Elmer Corp. 853,300 50,345
Teradyne, Inc. (a) 1,140,800 45,061
102,906
ELECTRONICS - 1.8%
AMP, Inc. 2,599,200 103,968
Avnet, Inc. 245,800 14,994
Intel Corp. 3,268,600 264,757
Texas Instruments, Inc. 4,964,800 271,202
Thomas & Betts Corp. 845,098 41,727
696,648
PHOTOGRAPHIC EQUIPMENT - 0.1%
Eastman Kodak Co. 200,000 13,050
Polaroid Corp. 577,400 23,709
36,759
TOTAL TECHNOLOGY 3,522,795
TRANSPORTATION - 1.0%
AIR TRANSPORTATION - 0.6%
AMR Corp. (a) 568,400 71,761
Southwest Airlines Co. 4,059,450 105,799
Viad Corp. 3,085,300 61,320
238,880
RAILROADS - 0.4%
CSX Corp. 2,884,100 152,857
TOTAL TRANSPORTATION 391,737
UTILITIES - 5.2%
ELECTRIC UTILITY - 0.4%
American Electric Power Co., Inc. 1,085,300 53,519
Duke Energy Corp. 782,000 42,374
Entergy Corp. 2,395,700 68,577
164,470
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 4.8%
AT&T Corp. 5,541,900 $ 347,061
Ameritech Corp. 5,269,000 226,238
Bell Atlantic Corp. 1,567,743 145,114
BellSouth Corp. 922,200 55,851
GTE Corp. 3,727,300 203,371
MCI Communications Corp. 5,756,900 267,336
SBC Communications, Inc. 5,256,846 408,720
US WEST Communications Group 1,228,700 59,131
WorldCom, Inc. (a) 3,231,400 115,725
1,828,547
TOTAL UTILITIES 1,993,017
TOTAL COMMON STOCKS
(Cost $23,047,701) 35,411,087
CONVERTIBLE PREFERRED STOCKS - 0.3%
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
ELECTRICAL EQUIPMENT - 0.1%
Loral Space & Communications Ltd., Series C, $3.00 (e) 727,000
46,074
NONDURABLES - 0.1%
FOODS - 0.1%
Ralston Purina Co. $4.33 641,400 42,813
RETAIL & WHOLESALE - 0.1%
APPAREL STORES - 0.1%
TJX Companies, Inc., Series E, $7.00 69,620 24,019
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $88,145) 112,906
CORPORATE BONDS - 0.6%
MOODY'S PRINCIPAL VALUE (NOTE 1)
RATINGS (C) AMOUNT (000S) (000S)
CONVERTIBLE BONDS - 0.4%
CONSTRUCTION & REAL ESTATE - 0.0%
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Liberty Property 8%, 7/1/01 Ba2 $ 1,591 $ 2,172
TECHNOLOGY - 0.4%
COMMUNICATIONS EQUIPMENT - 0.1%
DSC Communications Corp. 7%, 8/1/04 (a)(e) B1 50,000 47,500
COMPUTERS & OFFICE EQUIPMENT - 0.1%
Quantum Corp. 7%, 8/1/04 B2 35,000 35,022
ELECTRONICS - 0.2%
Micron Technology, Inc. 7%, 7/1/04 B1 61,500 60,923
TOTAL TECHNOLOGY 143,445
TOTAL CONVERTIBLE BONDS 145,617
NONCONVERTIBLE BONDS - 0.2%
DURABLES - 0.1%
TEXTILES & APPAREL - 0.1%
Westpoint Stevens, Inc. 8 3/4%, 12/15/01 Ba3 16,910 17,671
FINANCE - 0.0%
ASSET-BACKED SECURITIES - 0.0%
Airplanes Pass Through Trust Class D
10 7/8%, 3/15/19 Ba2 14,530 16,237
HEALTH - 0.1%
MEDICAL FACILITIES MANAGEMENT - 0.1%
Tenet Healthcare Corp. 10 1/8%, 3/1/05 Ba3 23,000 25,300
MEDIA & LEISURE - 0.0%
BROADCASTING - 0.0%
Orion Network Systems, Inc. 0%,
1/15/07 (f) B2 20,000 15,350
TOTAL NONCONVERTIBLE BONDS 74,558
TOTAL CORPORATE BONDS
(Cost $210,130) 220,175
U.S. TREASURY OBLIGATIONS - 0.5%
MOODY'S PRINCIPAL VALUE (NOTE 1)
RATINGS (C) AMOUNT (000S) (000S)
8 1/8%, 8/15/19 Aaa $ 10,000 $ 12,697
6% 2/15/26 Aaa 172,500 175,194
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $166,452) 187,891
CASH EQUIVALENTS - 5.7%
MATURITY
AMOUNT (000S)
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 5.58%, dated
1/30/98 due 2/2/98 $ 9,195 9,191
SHARES
Taxable Central Cash Fund (b) 2,152,403,536 2,152,404
TOTAL CASH EQUIVALENTS
(Cost $2,161,595) 2,161,595
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $25,674,023) $ 38,093,654
LEGEND
1. Non-income producing
2. At period end, the seven-day yield of the Taxable Central Cash Fund
was 5.63%. The yield refers to the income earned by investing in the
fund over the seven-day period, expressed as an annual percentage.
3. Standard & Poor's credit ratings are used in the absence of a
rating by Moody's Investors Service, Inc.
4. Affiliated company (see Note 6 of Notes to Financial Statements).
5. Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the
period end, the value of these securities amounted to $93,574,000 or
0.2% of net assets.
6. Debt obligation initially issued in zero coupon form which converts
to coupon form at a specified rate and date. The rate shown is the
rate at period end.
7. Security purchased on a delayed delivery or when-issued basis (see
Note 2 of Notes to Financial Statements).
INCOME TAX INFORMATION
At January 31, 1998, the aggregate cost of investment securities for
income tax purposes was $25,684,147,000. Net unrealized appreciation
aggregated $12,409,507,000, of which $12,683,760,000 related to
appreciated investment securities and $274,253,000 related to
depreciated investment securities.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) JANUARY 31, 1998 (UNAUDITED)

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE $ 38,093,654
AGREEMENTS OF $9,191) (COST $25,674,023) - SEE
ACCOMPANYING SCHEDULE

RECEIVABLE FOR INVESTMENTS SOLD 140,071

RECEIVABLE FOR FUND SHARES SOLD 188,250

DIVIDENDS RECEIVABLE 35,396

INTEREST RECEIVABLE 19,949

OTHER RECEIVABLES 541

TOTAL ASSETS 38,477,861

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 494,486
REGULAR DELIVERY

DELAYED DELIVERY 16,510

PAYABLE FOR FUND SHARES REDEEMED 51,146

ACCRUED MANAGEMENT FEE 15,145

OTHER PAYABLES AND ACCRUED EXPENSES 7,191

TOTAL LIABILITIES 584,478

NET ASSETS $ 37,893,383

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 25,215,017

UNDISTRIBUTED NET INVESTMENT INCOME 20,392

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 238,404
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 12,419,570
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS, FOR 979,455 SHARES OUTSTANDING $ 37,893,383

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER $38.69
SHARE ($37,893,383 (DIVIDED BY) 979,455 SHARES)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, 1998 (UNAUDITED)

INVESTMENT INCOME $ 241,501
DIVIDENDS (INCLUDING $5,718 RECEIVED FROM
AFFILIATED ISSUERS)

INTEREST 60,434

TOTAL INCOME 301,935

EXPENSES

MANAGEMENT FEE $ 86,561

TRANSFER AGENT FEES 33,200

ACCOUNTING FEES AND EXPENSES 451

NON-INTERESTED TRUSTEES' COMPENSATION 95

CUSTODIAN FEES AND EXPENSES 403

REGISTRATION FEES 1,188

AUDIT 107

LEGAL 93

MISCELLANEOUS 142

TOTAL EXPENSES BEFORE REDUCTIONS 122,240

EXPENSE REDUCTIONS (2,569) 119,671

NET INVESTMENT INCOME 182,264

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

INVESTMENT SECURITIES (INCLUDING REALIZED GAIN OF $15,696 516,202
ON SALES OF INVESTMENTS IN AFFILIATED ISSUERS)

FOREIGN CURRENCY TRANSACTIONS (73) 516,129

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 1,031,313

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 107 1,031,420

NET GAIN (LOSS) 1,547,549

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 1,729,813
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED YEAR ENDED
JANUARY 31, 1998 JULY 31,
(UNAUDITED) 1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 182,264 $ 364,039
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 516,129 1,120,918

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 1,031,420 8,174,155

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 1,729,813 9,659,112
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (194,333) (377,487)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (1,237,600) (790,992)

TOTAL DISTRIBUTIONS (1,431,933) (1,168,479)

SHARE TRANSACTIONS 5,751,227 11,063,971
NET PROCEEDS FROM SALES OF SHARES

REINVESTMENT OF DISTRIBUTIONS 1,404,799 1,144,961

COST OF SHARES REDEEMED (3,844,209) (5,621,525)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 3,311,817 6,587,407
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 3,609,697 15,078,040

NET ASSETS

BEGINNING OF PERIOD 34,283,686 19,205,646

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 37,893,383 $ 34,283,686
INCOME OF $20,392 AND $32,461, RESPECTIVELY)

OTHER INFORMATION
SHARES

SOLD 153,440 345,996

ISSUED IN REINVESTMENT OF DISTRIBUTIONS 38,377 39,330

REDEEMED (102,912) (175,754)

NET INCREASE (DECREASE) 88,905 209,572

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS
SIX MONTHS ENDED YEARS ENDED JULY 31,
JANUARY 31, 1998

(UNAUDITED) 1997 1996 1995 1994 1993

SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING $ 38.50 $ 28.20 $ 25.10 $ 22.17 $ 21.90 $ 21.34
OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME .19 D .46 D .49 .43 .45 .53

NET REALIZED AND 1.57 11.44 3.99 4.14 1.07 3.02
UNREALIZED GAIN (LOSS)

TOTAL FROM INVESTMENT 1.76 11.90 4.48 4.57 1.52 3.55
OPERATIONS

LESS DISTRIBUTIONS

FROM NET INVESTMENT (.21) (.48) (.48) (.40) (.48) (.59)
INCOME

FROM NET REALIZED GAIN (1.36) (1.12) (.90) (1.24) (.77) (2.40)

TOTAL DISTRIBUTIONS (1.57) (1.60) (1.38) (1.64) (1.25) (2.99)

NET ASSET VALUE, END OF $ 38.69 $ 38.50 $ 28.20 $ 25.10 $ 22.17 $ 21.90
PERIOD

TOTAL RETURN B, C 4.84% 44.16% 18.39% 21.95% 7.08% 19.10%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 37,893 $ 34,284 $ 19,206 $ 12,106 $ 8,757 $ 6,646
(IN MILLIONS)

RATIO OF EXPENSES TO .70% A .73% .75% .78% .83% .83%
AVERAGE NET ASSETS

RATIO OF EXPENSES TO .68% A, .71% .74% .77% .82% .83%
AVERAGE NET ASSETS AFTER E E E E E
EXPENSE REDUCTIONS

RATIO OF NET INVESTMENT 1.04% A 1.43% 1.82% 2.21% 2.09% 2.67%
INCOME TO AVERAGE NET
ASSETS

PORTFOLIO TURNOVER RATE 30% A 38% 41% 67% 92% 87%

AVERAGE COMMISSION RATE F $ .0424 $ .0433

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE FORMER ONE TIME SALES CHARGE AND
FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
F FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY
VARY FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF
TRADES EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND
COMMISSION RATE STRUCTURES MAY DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 1998 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Growth & Income Portfolio (the fund) is a fund of Fidelity
Securities Fund (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust. The
financial statements have been prepared in conformity with generally
accepted accounting principles which permit management to make certain
estimates and assumptions at the date of the financial statements. The
following summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities (including restricted
securities) for which exchange quotations are not readily available
(and in certain cases debt securities which trade on an exchange) are
valued primarily using dealer-supplied valuations or at their fair
value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities 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 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
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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.
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.
2. OPERATING POLICIES -
CONTINUED
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc.
(formerly FMR Texas 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.
WHEN-ISSUED SECURITIES. The fund may purchase or sell securities on a
when-issued basis. Payment and delivery may
take place a month or more after the date of the transaction. The
price of the underlying securities is fixed at the time the
transaction is negotiated. The market values of the securities
purchased on a when-issued or forward commitment basis are identified
as such in the fund's schedule of investments. With respect to
purchase commitments, the fund identifies securities as segregated in
its custodial records with a value at least equal to the amount of the
commitment. The payables and receivables associated with the purchases
and sales of when-issued securities having the same settlement date
and broker are offset. When-issued securities that have been purchased
from and sold to different brokers are reflected as both payables and
receivables in the statement of assets and liabilities under the
caption "Delayed delivery." Losses may arise due to changes in the
market value of the underlying securities, if the counterparty does
not perform under the contract, or if the issuer does not issue the
securities due to political, economic, or other factors.
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 $6,351,506,000 and $4,936,995,000, 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 annualized rate of .49% of average net
assets.
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 annualized rate
of .19% 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 $1,599,000 for the
period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $1,593,000 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 $2,000 and $974,000, 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
Bausch & Lomb, Inc. $ 13,086 $ 15,267 $ 2,191 $ 180,054
Block (H&R), Inc. 23,944 - 1,191 261,183
CBL & Associates Properties, Inc. - - 1,732 48,316
Capital Trust Class A 4,609 - - 15,145
Carson Pirie Scott & Co. - 8,143 - 60,939
Coram Healthcare Corp. - - - 10,626
Forest Laboratories, Inc. 3,553 - - 124,551
ITT Corp. 9,465 21,468 - -
Jostens, Inc. - 22,504 604 -
Litton Industries, Inc. 16,643 - - 198,782
Oak Industries, Inc. - - - 44,049
Quality Food Centers, Inc. 6,257 - - 91,368
TOTALS $ 77,557 $ 67,382 $ 5,718 $ 1,035,013
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
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
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
CUSTODIAN
The Chase Manhattan Bank
New York, NY
FIDELITY'S GROWTH AND INCOME FUNDS
Balanced Fund
Convertible Securities Fund
Equity-Income Fund
Equity-Income II Fund
Fidelity Fund
Global Balanced Fund
Growth & Income Portfolio
Puritan(registered trademark) Fund
Real Estate Investment Portfolio
Utilities Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
TouchTone Xpress 1-800-544-5555
SM
AUTOMATED LINE FOR QUICKEST SERVICE