FIDELITY SECURITIES FUND, N-30D, 1999-03-19

FIDELITY SECURITIES FUND
N-30D, 1999-03-19

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FIDELITY
GROWTH & INCOME
PORTFOLIO

SEMIANNUAL REPORT

JANUARY 31, 1999

(2 Fidelity Logo Graphics)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

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

NOTES 26 Notes to the financial
statements.

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

(recycle logo) This report is printed on recycled paper using
soy-based inks.

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:

After the first month of 1999, U.S. stock markets seem to have
maintained their momentum from 1998, as the S&P 500, the Dow and
NASDAQ all reached record highs in January. The technology sector, and
Internet stocks in particular, were the main contributors. In the bond
markets, domestic securities continued to trade at historically low
yields, while positive economic news helped credit-sensitive sectors
outperform Treasury bonds.

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 an investment in a money market fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although money market funds seek to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in these types of funds.

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. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.

If you have questions, please call us at 1-800-544-8888, or visit our
web site at www.fidelity.com. 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, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY GROWTH & INCOME 12.69% 27.98% 170.88% 504.31%

S&P 500 (registered trademark) 15.02% 32.49% 196.12% 462.78%

Growth & Income Funds Average 7.64% 17.35% 130.52% 314.36%

</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 returns to the performance
of the Standard & Poor's 500 Index - a market capitalization-weighted
index of common stocks. To measure how the fund's performance stacked
up against its peers, you can compare it to the growth and income
funds average, which reflects the performance of mutual funds with
similar objectives tracked by Lipper Inc. The past six months average
represents a peer group of 866 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, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY GROWTH & INCOME 27.98% 22.06% 19.71%

S&P 500 32.49% 24.25% 18.86%

Growth & Income Funds Average 17.35% 17.97% 15.04%

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 different figure than that
obtained by averaging the cumulative total returns and annualizing the
result.)

$10,000 OVER 10 YEARS
Growth & Income S&P 500
00027 SP001
1989/01/31 10000.00 10000.00
1989/02/28 9892.27 9751.00
1989/03/31 10197.98 9978.20
1989/04/30 10632.75 10496.07
1989/05/31 11131.46 10921.16
1989/06/30 11207.98 10858.91
1989/07/31 11962.05 11839.47
1989/08/31 12219.86 12071.52
1989/09/30 12154.24 12022.03
1989/10/31 11770.21 11743.12
1989/11/30 11965.59 11982.68
1989/12/31 12196.34 12270.26
1990/01/31 11557.04 11446.92
1990/02/28 11734.63 11594.59
1990/03/31 11940.74 11901.85
1990/04/30 11632.73 11604.30
1990/05/31 12492.29 12735.72
1990/06/30 12434.24 12649.12
1990/07/31 12347.59 12608.64
1990/08/31 11293.35 11468.82
1990/09/30 10642.15 10910.29
1990/10/31 10619.98 10863.37
1990/11/30 11144.69 11565.15
1990/12/31 11367.42 11887.81
1991/01/31 12405.58 12406.12
1991/02/28 13451.20 13293.16
1991/03/31 14192.15 13614.86
1991/04/30 14387.60 13647.53
1991/05/31 15214.47 14237.10
1991/06/30 14181.12 13585.05
1991/07/31 15049.97 14218.11
1991/08/31 15488.17 14555.08
1991/09/30 15351.57 14312.01
1991/10/31 15626.12 14503.79
1991/11/30 14810.30 13919.29
1991/12/31 16123.75 15511.65
1992/01/31 16509.33 15223.14
1992/02/29 16871.31 15421.04
1992/03/31 16524.77 15120.33
1992/04/30 16896.38 15564.86
1992/05/31 16959.63 15641.13
1992/06/30 16626.35 15408.08
1992/07/31 16968.26 16038.27
1992/08/31 16793.33 15709.48
1992/09/30 16965.34 15894.86
1992/10/31 17099.70 15950.49
1992/11/30 17628.18 16494.40
1992/12/31 17983.86 16697.28
1993/01/31 18485.69 16837.54
1993/02/28 18695.55 17066.53
1993/03/31 19381.71 17426.63
1993/04/30 19354.18 17004.91
1993/05/31 19757.97 17460.64
1993/06/30 20062.19 17511.28
1993/07/31 20209.85 17441.23
1993/08/31 21003.47 18102.25
1993/09/30 21117.81 17962.87
1993/10/31 21354.13 18334.70
1993/11/30 20872.03 18160.52
1993/12/31 21495.99 18380.26
1994/01/31 22308.61 19005.19
1994/02/28 21882.95 18490.15
1994/03/31 20920.30 17683.98
1994/04/30 21338.13 17910.33
1994/05/31 21406.14 18204.06
1994/06/30 21034.62 17758.06
1994/07/31 21639.79 18340.53
1994/08/31 22469.46 19092.49
1994/09/30 22208.59 18624.72
1994/10/31 22473.22 19043.78
1994/11/30 21638.61 18350.20
1994/12/31 21983.33 18622.34
1995/01/31 22243.92 19105.22
1995/02/28 22900.60 19849.75
1995/03/31 23621.28 20435.51
1995/04/30 24280.92 21037.34
1995/05/31 24971.97 21878.20
1995/06/30 25422.67 22386.43
1995/07/31 26389.95 23128.76
1995/08/31 26589.72 23186.82
1995/09/30 27658.87 24165.30
1995/10/31 27529.32 24079.03
1995/11/30 28824.82 25136.10
1995/12/31 29761.52 25620.22
1996/01/31 30751.74 26492.33
1996/02/29 31092.81 26737.92
1996/03/31 31357.34 26995.40
1996/04/30 31677.54 27393.32
1996/05/31 32284.81 28099.79
1996/06/30 32484.08 28206.85
1996/07/31 31243.22 26960.67
1996/08/31 31730.70 27529.27
1996/09/30 33405.60 29078.62
1996/10/31 33935.84 29880.61
1996/11/30 36079.89 32139.28
1996/12/31 35721.09 31502.60
1997/01/31 37243.86 33470.89
1997/02/28 37662.33 33733.30
1997/03/31 36122.67 32347.20
1997/04/30 38046.57 34278.32
1997/05/31 40098.73 36365.19
1997/06/30 42174.02 37994.35
1997/07/31 45040.21 41017.56
1997/08/31 42595.17 38719.76
1997/09/30 44881.85 40840.44
1997/10/31 43686.13 39476.37
1997/11/30 45413.29 41303.73
1997/12/31 46499.50 42012.91
1998/01/31 47219.57 42477.58
1998/02/28 50148.67 45541.06
1998/03/31 52398.13 47873.22
1998/04/30 52483.75 48354.82
1998/05/31 51872.20 47523.60
1998/06/30 53967.01 49454.01
1998/07/31 53623.66 48927.32
1998/08/31 46327.50 41853.41
1998/09/30 49503.16 44534.54
1998/10/31 53169.11 48156.98
1998/11/30 56271.07 51075.78
1998/12/31 59662.75 54018.76
1999/01/29 60430.66 56277.83
IMATRL PRASUN SHR__CHT 19990131 19990216 135002 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Growth & Income Portfolio on January 31, 1989. As
the chart shows, by January 31, 1999, the value of the investment
would have grown to $60,431 - a 504.31% increase on the initial
investment. For comparison, look at how the Standard & Poor's 500
Index did over the same period. With dividends and capital gains, if
any, reinvested, the same $10,000 would have grown to $56,278 - a
462.78% increase.

(checkmark) 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.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

The first month of 1999 proved to
be a continuation of 1998's strong
U.S. stock market performance.
For the six-month period ending
January 31, 1999, the Standard
and Poor's 500 Index - a popular
performance measure of U.S. stock
markets - returned 15.02%. In
the early stages of the six-month
period, U.S. equity markets were
staggering toward a deep abyss,
one they would fall into on the news
of Russia's currency devaluation
and loan defaults. Faced with
global economic chaos, investors
began fleeing the equity markets
in droves, searching for safer, less
volatile havens - particularly U.S.
Treasuries. To address the lack of
confidence in domestic and global
equity markets, the U.S. Federal
Reserve Board intervened with three
separate 0.25% interest-rate cuts in
the late fall. Those cuts, combined
with skyrocketing Internet and
technology advances, helped stocks
to quickly ascend to - and even
surpass - their former lofty levels.
At the end of 1998, the S&P 500(registered trademark)
recorded its unprecedented
fourth-straight year of returns
exceeding 20%. Despite some
instances of profit-taking in
technology issues and concerns
over Brazil's currency devaluation
in the first month of 1999, the
S&P 500 Index, Dow Jones
Industrial Average and NASDAQ
all reached record highs in
January.

(photograph of Steven Kaye)

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, 1999, the fund returned
12.69%. This topped the growth & income funds average, which had a
six-month return of 7.64% according to Lipper Inc. The fund's return
trailed that of the Standard & Poor's 500 Index, which returned 15.02%
during the same time. For the 12 months that ended January 31, 1999,
the fund returned 27.98%, while the Lipper peer group and S&P 500
returned 17.35% and 32.49%, respectively.

Q. WHAT FACTORS CONTRIBUTED TO THE FUND'S PERFORMANCE?

A. Over the past six months, market performance has been very
segmented, with several sectors accounting for much of the market's
gains and, consequently, much of the fund's performance. Take
technology, for example. After enduring a difficult performance
stretch in the summer and fall of 1998, technology stocks began to
turn the corner in October and never looked back. Reduced inventories
throughout the sector may have fueled this surge and, with bellwether
tech holdings such as Microsoft, Intel and IBM within its portfolio,
the fund was able to participate in this rally. Oracle and EMC were
other computer-related investments that performed extremely well.
Technology stocks have increasingly become a larger portion of the
fund - as well as the overall stock market - due mainly to changes in
the structure of the U.S. economy. At the end of the period, in fact,
technology stocks had become one of the largest sectors in the market,
accounting for just under 22% of the S&P 500's total market value.

Q. WERE THERE ANY OTHER AREAS IN WHICH THE FUND WAS ABLE TO CAPITALIZE
ON THIS SEGMENTED PERFORMANCE?

A. Telecommunications was another fertile area during the period, as
many telecom companies benefited from the demand for better voice,
data and general Internet services. The fund's investments in MCI
WorldCom, AT&T and SBC Communications performed very well as a result.

Q. WHAT ABOUT SOME OF THE AREAS THAT DIDN'T PERFORM SO WELL?

A. I'd single out finance stocks and hospital-related investments.
Finance stocks - particularly banks - lagged the market due mainly to
a worldwide tightening of credit and concerns over lending to hedge
funds. As a result, the fund's investment in Citicorp - which merged
with Travelers during the period to form Citigroup - was
disappointing, as were its positions in BankAmerica and Bank One. As
we neared the end of the period, however, finance stocks were showing
signs of rebounding. Two hospital-related investments also detracted
from the fund's performance, as Tenet Healthcare and Health Management
Associates were each affected by business slowdowns.

Q. A LOT HAS BEEN SAID AND WRITTEN ABOUT THE SHARP APPRECIATION IN
INTERNET STOCKS DURING THE PERIOD. WHAT ARE YOUR THOUGHTS ON THESE
STOCKS AND WHAT ROLE, IF ANY, DID THEY PLAY IN THE PORTFOLIO?

A. There's no doubt in my mind that the Internet is for real and here
to stay. It's changing the face of business. Online brokerage trades,
for instance, increased dramatically in 1998. People seem to be very
attracted to the convenience of pointing and clicking as opposed to
using the phone. It's particularly tough, though, to look into the
future of Internet stocks and determine which companies will emerge as
the winners. Over the last six months, I increased the fund's holdings
in large-cap growth names such as Microsoft and Cisco Systems, each of
which I felt was well-positioned to benefit from the popularity of the
Internet going forward. The Internet also is creating opportunities
for companies with advanced communications capabilities. The need for
bandwidth has created opportunities for companies with competitive
advantages in other emerging areas, such as cable and wireless.

Q. WHAT'S YOUR OUTLOOK?

A. I'm taking a cautious approach and have modest expectations going
forward. On the plus side, the U.S. has enjoyed almost unprecedented
economic prosperity over the past few years. Interest-rate cuts by the
Federal Reserve Board, a high level of consumer confidence and strong
consumer spending trends have been very beneficial. On the other hand,
I'm very concerned about high stock valuations throughout the market.
Higher interest rates, slowing corporate profits and deteriorating
international conditions are concerns for 1999.

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.

(checkmark)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,
1999, more than $49.2
billion

MANAGER: Steven Kaye,
since 1993; manager, Fidelity
Blue Chip Growth Fund,
1990-1992; Fidelity Select
Energy Services,
Biotechnology and Health
Care portfolios,
1986-1990; joined Fidelity in
1985

STEVE KAYE ON A POTPOURRI
OF TOPICS:

"The CONCENTRATION of the fund's
top-20 holdings increased during
the period, from around 33% of total
investments to just under 40%. This
is consistent with the fact that the
top holdings represent my best ideas
- - and consequently where I place
most of my faith - but some of
the increase also can be
attributed to the narrow equity
market we've seen. A relatively
small number of large-cap stocks
did very well and some - such as
General Electric and Microsoft -
happened to be among the fund's
top holdings.

"REAL ESTATE INVESTMENT TRUSTS,
or REITs, were an area of
disappointment during the period.
Most REITs are of the small-cap
stock variety, and with large-cap
stocks leading the market's rally,
small caps were left behind. The
turbulence in capital markets last
fall - caused by Russia and
hedge-fund lending concerns -
caused an overall slowdown in real
estate financing. REIT yields,
though, remain at a significant
premium to government bond yields
and I feel they show good potential
going forward.

"Another industry that was hurt by
RISING VALUATIONS was the
pharmaceutical group. These stocks
have performed exceptionally well
for some time, but their share
prices got a bit rich during the
period. While I wouldn't mind
seeing a price correction of some
sort, I'm pretty comfortable with
the future earnings outlook for
most of the big drug companies."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF JANUARY
31, 1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE STOCKS 6 MONTHS AGO

General Electric Co. 4.2 3.4

Microsoft Corp. 3.5 2.0

Merck & Co., Inc. 3.1 2.5

Philip Morris Companies, Inc. 2.4 2.1

MCI WorldCom, Inc. 2.2 1.5

Citigroup, Inc. 2.0 2.5

American Express Co. 2.0 2.1

Fannie Mae 1.9 1.8

AT&T Corp. 1.9 1.3

Intel Corp. 1.8 0.8

TOP FIVE MARKET SECTORS AS OF
JANUARY 31, 1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE MARKET SECTORS 6
MONTHS AGO

TECHNOLOGY 17.0 10.5

HEALTH 15.5 17.6

FINANCE 14.9 16.5

UTILITIES 8.7 7.0

NONDURABLES 8.4 9.6

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF JANUARY 31, 1999 *
Row: 1, Col: 1, Value: 5.8
Row: 1, Col: 2, Value: 1.8
Row: 1, Col: 3, Value: 92.40000000000001
Stocks 93.4%
Bonds 0.8%
Short-term
investments 5.8%
*FOREIGN
INVESTMENTS 2.8%

AS OF JULY 31, 1998 **
Row: 1, Col: 1, Value: 4.4
Row: 1, Col: 2, Value: 1.7
Row: 1, Col: 3, Value: 93.90000000000001
Stocks 94.9%
Bonds 0.7%
Short-term
investments 4.4%
**FOREIGN
INVESTMENTS 5.6%

INVESTMENTS JANUARY 31, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 93.1%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 3.0%

AEROSPACE & DEFENSE - 1.2%

AlliedSignal, Inc. 4,944,100 $ 192,820

Boeing Co. 1,376,100 47,561

British Aerospace PLC 4,266,444 32,364

Gulfstream Aerospace Corp. (a) 1,638,300 90,107

Lockheed Martin Corp. 685,800 24,174

Textron, Inc. 2,066,000 153,788

United Technologies Corp. 403,600 48,205

589,019

DEFENSE ELECTRONICS - 1.2%

Litton Industries, Inc. (a)(d) 3,294,100 187,558

Northrop Grumman Corp. 2,447,500 139,508

Raytheon Co. Class A 5,205,518 290,208

617,274

SHIP BUILDING & REPAIR - 0.6%

General Dynamics Corp. 4,854,900 282,191

TOTAL AEROSPACE & DEFENSE 1,488,484

BASIC INDUSTRIES - 0.9%

CHEMICALS & PLASTICS - 0.8%

du Pont (E.I.) de Nemours & 2,904,700 148,684
Co.

IMC Global, Inc. 3,284,100 59,730

Monsanto Co. 3,175,500 151,035

Union Carbide Corp. 629,800 24,916

384,365

METALS & MINING - 0.0%

Alcoa, Inc. 278,200 23,264

PAPER & FOREST PRODUCTS - 0.1%

Kimberly-Clark Corp. 600,600 29,917

TOTAL BASIC INDUSTRIES 437,546

CONSTRUCTION & REAL ESTATE -
1.5%

REAL ESTATE - 0.1%

Rouse Co. (The) 1,076,900 25,442

REAL ESTATE INVESTMENT TRUSTS
- - 1.4%

Boston Properties, Inc. 716,900 23,299

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
CONTINUED

REAL ESTATE INVESTMENT TRUSTS
- - CONTINUED

CBL & Associates Properties, 2,157,100 $ 53,119
Inc. (d)

Duke Realty Investments, Inc. 364,806 8,391

Equity Office Properties Trust 6,296,590 160,563

Equity Residential Properties 3,487,365 141,892
Trust (SBI)

Irvine Apartments 421,200 13,531
Communities, Inc.

Macerich Co. 647,600 15,947

Mack-Cali Realty Corp. 723,300 21,609

Manufactured Home 921,400 21,826
Communities, Inc.

Public Storage, Inc. 3,023,700 76,915

Simon Property Group, Inc. 538,900 14,180

Starwood Hotels & Resorts 5,457,843 136,446
Worldwide, Inc.

Urban Shopping Centers, Inc. 666,400 20,617

708,335

TOTAL CONSTRUCTION & REAL 733,777
ESTATE

DURABLES - 1.5%

AUTOS, TIRES, & ACCESSORIES -
1.0%

Ford Motor Co. 6,095,800 374,511

General Motors Corp. 622,638 55,882

Republic Industries, Inc. (a) 3,616,100 54,694

485,087

CONSUMER DURABLES - 0.1%

Minnesota Mining & 699,400 54,291
Manufacturing Co.

CONSUMER ELECTRONICS - 0.2%

General Motors Corp. Class H 2,102,000 103,524
(a)

TEXTILES & APPAREL - 0.2%

Fruit of the Loom, Inc. Class 1,583,500 22,961
A (a)

Unifi, Inc. (d) 3,688,300 61,549

84,510

TOTAL DURABLES 727,412

ENERGY - 3.9%

OIL & GAS - 3.9%

BP Amoco PLC sponsored ADR 6,531,770 529,890

Chevron Corp. 1,480,900 110,697

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Exxon Corp. 8,211,900 $ 578,426

Mobil Corp. 2,121,300 186,011

Phillips Petroleum Co. 1,120,500 43,279

Royal Dutch Petroleum Co. (NY 6,688,600 267,962
Registry Gilder 1.25)

Texaco, Inc. 2,701,600 127,988

Tosco Corp. 617,100 13,422

Total SA sponsored ADR 1,022,477 52,338

1,910,013

FINANCE - 14.8%

BANKS - 2.7%

Bank of New York Co., Inc. 10,076,508 357,716

Bank One Corp. 8,589,960 449,899

BankAmerica Corp. 3,737,606 249,952

Chase Manhattan Corp. 771,700 59,373

Credit Suisse Group (Reg.) 116,800 18,655

National City Corp. 1,016,873 72,262

Wachovia Corp. 227,200 20,136

Wells Fargo & Co. 3,545,400 123,867

1,351,860

CREDIT & OTHER FINANCE - 6.3%

American Express Co. 9,401,530 967,182

Associates First Capital 19,061,738 773,192
Corp. Class A

Capital Trust, Inc. Class A 1,635,782 9,610
(a)(d)

Citigroup, Inc. 17,725,197 993,719

Fleet Financial Group, Inc. 2,369,998 105,021

Household International, Inc. 5,683,440 249,716

3,098,440

FEDERAL SPONSORED CREDIT - 3.9%

Fannie Mae 13,054,300 951,332

Freddie Mac 7,441,100 461,348

SLM Holding Corp. (d) 11,026,650 485,862

1,898,542

INSURANCE - 1.7%

Allmerica Financial Corp. 1,216,100 65,593

American International Group, 2,640,000 271,755
Inc.

Aon Corp. 501,900 25,471

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

INSURANCE - CONTINUED

Berkshire Hathaway, Inc.:

Class A (a) 455 $ 29,575

Class B (a) 21 45

Hartford Financial Services 4,547,500 236,186
Group, Inc.

MBIA, Inc. 2,576,900 168,948

UNUM Corp. 682,600 41,255

838,828

SAVINGS & LOANS - 0.1%

Washington Mutual, Inc. 668,100 28,060

SECURITIES INDUSTRY - 0.1%

Lehman Brothers Holdings, 532,420 29,117
Inc.

TOTAL FINANCE 7,244,847

HEALTH - 15.5%

DRUGS & PHARMACEUTICALS - 10.8%

Allergan, Inc. 2,092,700 160,876

American Home Products Corp. 1,315,600 77,209

Amgen, Inc. (a) 1,518,000 194,019

Bristol-Myers Squibb Co. 5,319,700 681,919

Forest Laboratories, Inc. 4,185,700 193,327
(a)(d)

Genentech, Inc. (special) (a) 1,072,300 87,258

Lilly (Eli) & Co. 8,464,332 793,002

Merck & Co., Inc. 10,250,800 1,504,305

Pfizer, Inc. 4,745,700 610,416

Quintiles Transnational Corp. 305,900 15,830
(a)

Schering-Plough Corp. 4,296,400 234,154

SmithKline Beecham PLC ADR 1,423,200 96,511

Teva Pharmaceutical 1,500,000 65,156
Industries Ltd. ADR

Warner-Lambert Co. 8,003,980 577,787

5,291,769

MEDICAL EQUIPMENT & SUPPLIES
- - 3.7%

Abbott Laboratories 450,000 20,897

Allegiance Corp. 2,300,000 103,788

Bard (C.R.), Inc. (d) 4,246,200 214,964

Bausch & Lomb, Inc. (d) 3,107,600 190,729

Baxter International, Inc. 4,862,500 344,934

Becton, Dickinson & Co. 7,165,800 256,177

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES
- - CONTINUED

Cardinal Health, Inc. 1,152,150 $ 85,187

Guidant Corp. 546,500 32,209

Johnson & Johnson 2,780,600 236,351

Medtronic, Inc. 1,788,998 142,561

Stryker Corp. 3,834,700 177,834

1,805,631

MEDICAL FACILITIES MANAGEMENT
- - 1.0%

Coram Healthcare Corp. (a) 2,318,000 4,636

Health Management Associates, 10,568,500 132,767
Inc. Class A (a)

Humana, Inc. (a) 2,047,700 36,603

Tenet Healthcare Corp. (a) 7,108,400 147,499

Wellpoint Health Networks, 2,556,200 191,236
Inc. (a)

512,741

TOTAL HEALTH 7,610,141

INDUSTRIAL MACHINERY &
EQUIPMENT - 6.0%

ELECTRICAL EQUIPMENT - 4.4%

Emerson Electric Co. 1,474,000 85,768

General Electric Co. 19,733,200 2,069,516

Oak Industries, Inc. (a) 650,700 24,442

2,179,726

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.6%

Tyco International Ltd. 10,009,900 771,388

POLLUTION CONTROL - 0.0%

Waste Management, Inc. 314,387 15,700

TOTAL INDUSTRIAL MACHINERY & 2,966,814
EQUIPMENT

MEDIA & LEISURE - 3.8%

BROADCASTING - 1.6%

CBS Corp. 8,428,934 286,584

Infinity Broadcasting Corp. 1,171,000 32,422
Class A (a)

Jacor Communications, Inc. 638,700 44,469
Class A (a)

MediaOne Group, Inc. 1,121,300 62,863

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

Nielsen Media Research, Inc. 2,767,466 $ 52,236
(a)

Time Warner, Inc. 4,708,742 294,296

772,870

ENTERTAINMENT - 0.5%

Disney (Walt) Co. 1,299,700 42,890

News Corp. Ltd. ADR 793,000 23,394

Viacom, Inc. Class B 2,228,400 189,414
(non-vtg.) (a)

255,698

PUBLISHING - 0.2%

Times Mirror Co. Class A 2,128,100 117,179

RESTAURANTS - 1.5%

McDonald's Corp. 4,250,900 335,024

Starbucks Corp. (a) 2,868,000 149,315

Tricon Global Restaurants, 5,206,710 247,644
Inc. (a)

731,983

TOTAL MEDIA & LEISURE 1,877,730

NONDURABLES - 8.4%

BEVERAGES - 2.4%

Anheuser-Busch Companies, 4,994,300 353,035
Inc.

Coca-Cola Co. (The) 3,625,000 237,211

PepsiCo, Inc. 12,622,700 493,074

Whitman Corp. 3,818,100 74,453

1,157,773

FOODS - 1.6%

Bestfoods 3,030,200 152,457

Campbell Soup Co. 610,200 28,641

General Mills, Inc. 500,000 41,969

Hershey Foods Corp. 840,100 47,256

Nestle SA (Reg.) 35,000 64,187

Quaker Oats Co. 825,400 45,913

Ralston Purina Co. 4,937,421 135,162

Sara Lee Corp. 4,287,000 109,319

Sysco Corp. 5,610,700 152,892

777,796

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

HOUSEHOLD PRODUCTS - 1.9%

Avon Products, Inc. 2,314,600 $ 85,496

Gillette Co. 856,000 50,290

Procter & Gamble Co. 6,647,700 604,110

Unilever NV (NY shares) 2,769,800 211,890

951,786

TOBACCO - 2.5%

Philip Morris Companies, Inc. 25,198,900 1,184,348

UST, Inc. 1,313,600 41,378

1,225,726

TOTAL NONDURABLES 4,113,081

RETAIL & WHOLESALE - 6.3%

APPAREL STORES - 0.0%

Abercrombie & Fitch Co. Class 190,200 14,550
A (a)

DRUG STORES - 1.3%

CVS Corp. 6,154,468 336,957

Rite Aid Corp. 872,080 42,841

Walgreen Co. 3,948,900 246,806

626,604

GENERAL MERCHANDISE STORES -
2.3%

Dayton Hudson Corp. 2,676,300 170,614

Federated Department Stores, 1,424,730 59,572
Inc. (a)

May Department Stores Co. 805,200 48,614
(The)

Saks, Inc. (a) 706,529 26,009

Wal-Mart Stores, Inc. 9,701,600 834,338

1,139,147

GROCERY STORES - 1.4%

Albertson's, Inc. 793,600 48,410

Kroger Co. (a) 3,395,452 215,611

Meyer (Fred), Inc. (a) 2,837,560 177,348

Safeway, Inc. (a) 4,317,800 242,337

683,706

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.3%

Home Depot, Inc. 10,635,700 $ 642,130

TOTAL RETAIL & WHOLESALE 3,106,137

SERVICES - 1.3%

ADVERTISING - 0.5%

Interpublic Group of 1,659,567 131,313
Companies, Inc.

Omnicom Group, Inc. 1,581,400 101,210

232,523

PRINTING - 0.2%

Donnelley (R.R.) & Sons Co. 2,538,500 95,670

SERVICES - 0.6%

ACNielsen Corp. (a) 841,332 19,245

Block (H&R), Inc. (d) 5,308,500 232,910

Service Corp. International 1,962,800 31,159

ServiceMaster Co. 1,760,250 33,555

316,869

TOTAL SERVICES 645,062

TECHNOLOGY - 16.7%

COMMUNICATIONS EQUIPMENT - 1.2%

Cisco Systems, Inc. (a) 4,444,600 495,851

Lucent Technologies, Inc. 917,752 103,304

599,155

COMPUTER SERVICES & SOFTWARE
- - 8.6%

America Online, Inc. 259,400 45,573

Automatic Data Processing, 5,652,900 240,602
Inc.

BMC Software, Inc. 3,855,000 179,980

Ceridian Corp. (a) (d) 3,618,700 287,234

Computer Associates 796,300 40,313
International, Inc.

Compuware Corp. (a) 2,165,600 143,471

DST Systems, Inc. (a) 1,732,100 107,282

Electronic Data Systems Corp. 4,012,100 210,384

Equifax, Inc. 2,579,500 102,051

First Data Corp. 1,673,400 64,112

IMS Health, Inc. 15,144,200 554,656

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Microsoft Corp. (a) 9,847,800 $ 1,723,365

Oracle Corp. (a) 9,084,000 503,027

4,202,050

COMPUTERS & OFFICE EQUIPMENT
- - 4.4%

Compaq Computer Corp. 1,437,200 68,447

Dell Computer Corp. (a) 1,380,000 138,000

EMC Corp. (a) 1,993,200 217,010

Hewlett-Packard Co. 810,000 63,484

International Business 4,407,400 807,656
Machines Corp.

Pitney Bowes, Inc. 9,055,800 623,152

Xerox Corp. 1,861,300 230,801

2,148,550

ELECTRONICS - 2.4%

Intel Corp. 6,079,500 856,830

Motorola, Inc. 1,567,200 113,230

Texas Instruments, Inc. 1,879,200 185,806

1,155,866

PHOTOGRAPHIC EQUIPMENT - 0.1%

Eastman Kodak Co. 1,025,800 67,062

TOTAL TECHNOLOGY 8,172,683

TRANSPORTATION - 0.8%

AIR TRANSPORTATION - 0.5%

Southwest Airlines Co. 6,089,175 163,647

Viad Corp. 3,377,700 96,898

260,545

RAILROADS - 0.3%

Burlington Northern Santa Fe 2,060,300 71,338
Corp.

CSX Corp. 664,800 26,758

Union Pacific Corp. 483,800 24,885

122,981

TOTAL TRANSPORTATION 383,526

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - 8.7%

ELECTRIC UTILITY - 0.5%

Duke Energy Corp. 2,070,200 $ 127,964

FPL Group, Inc. 941,900 51,687

PG&E Corp. 2,088,400 66,698

246,349

GAS - 0.2%

Enron Corp. 1,520,000 100,320

TELEPHONE SERVICES - 8.0%

Ameritech Corp. 4,058,700 264,323

AT&T Corp. 10,147,600 920,895

Bell Atlantic Corp. 2,422,886 145,373

BellSouth Corp. 7,744,400 345,594

GTE Corp. 5,842,300 394,355

MCI WorldCom, Inc. (a) 13,700,309 1,092,600

SBC Communications, Inc. 11,814,892 638,004

U.S. WEST, Inc. 2,325,126 143,431

3,944,575

TOTAL UTILITIES 4,291,244

TOTAL COMMON STOCKS 45,708,497
(Cost $25,482,399)

CONVERTIBLE PREFERRED STOCKS
- - 0.3%

BASIC INDUSTRIES - 0.1%

CHEMICALS & PLASTICS - 0.1%

Sealed Air Corp. Series A, 1,054,927 56,043
$2.00

FINANCE - 0.1%

CREDIT & OTHER FINANCE - 0.1%

Union Pacific Capital Trust 1,377,000 68,850
$3.125 TIDES (e)

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.1%

ELECTRICAL EQUIPMENT - 0.1%

Loral Space & Communications 389,000 23,535
Ltd. Series C, $3.00 (e)

TOTAL CONVERTIBLE PREFERRED 148,428
STOCKS
(Cost $130,050)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CORPORATE BONDS - 0.4%

MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT (000S) VALUE (NOTE 1) (000S)

CONVERTIBLE BONDS - 0.3%

TECHNOLOGY - 0.3%

COMPUTERS & OFFICE EQUIPMENT
- - 0.1%

Quantum Corp. 7% 8/1/04 B2 $ 40,000 $ 39,800

ELECTRONICS - 0.2%

Micron Technology, Inc. 7% B2 86,500 113,639
7/1/04

TOTAL TECHNOLOGY 153,439

NONCONVERTIBLE BONDS - 0.1%

HEALTH - 0.0%

MEDICAL FACILITIES MANAGEMENT
- - 0.0%

Tenet Healthcare Corp. 8.625% Ba3 2,000 2,090
1/15/07

MEDIA & LEISURE - 0.0%

BROADCASTING - 0.0%

Orion Network Systems, Inc. B1 20,000 12,700
0% 1/15/07 (c)

RETAIL & WHOLESALE - 0.1%

GROCERY STORES - 0.1%

Meyer (Fred), Inc. 7.45% Ba2 25,000 27,125
3/1/08

TOTAL NONCONVERTIBLE BONDS 41,915

TOTAL CORPORATE BONDS 195,354
(Cost $165,095)

U.S. TREASURY OBLIGATIONS -
0.4%

U.S. Treasury Bond:

6% 2/15/26 Aaa 172,500 189,346

8.125% 8/15/19 Aaa 10,000 13,418

TOTAL U.S. TREASURY OBLIGATIONS 202,764
(Cost $166,451)

</TABLE>

CASH EQUIVALENTS - 5.8%

MATURITY AMOUNT (000S) VALUE (NOTE 1) (000S)

Investments in repurchase
agreements (U.S. Treasury
obligations), in a joint
trading account at:

4.25%, dated 1/29/99 due $ 3,487,234 $ 3,486
2/1/99

4.72%, dated 1/29/99 due 365,353,649 365,210
2/1/99

Taxable Central Cash Fund (b) 2,463,622,352 2,463,622

TOTAL CASH EQUIVALENTS 2,832,318
(Cost $2,832,318)

TOTAL INVESTMENT IN $ 49,087,361
SECURITIES - 100%
(Cost $28,776,313)

SECURITY TYPE ABBREVIATIONS

TIDES - Term Income Deferred
Equity Securities

LEGEND

(a) Non-income producing

(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.81%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.

(c) Debt obligation initially issued in zero coupon form which
converts to coupon form at a specified rate and date. The rate shown
is the rate at period end.

(d) Affiliated company (see Note 6 of Notes to Financial Statements).

(e) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $92,385,000 or 0.2% of net assets.

INCOME TAX INFORMATION

At January 31, 1999, the aggregate cost of investment securities for
income tax purposes was $28,787,702,000. Net unrealized appreciation
aggregated $20,299,659,000, of which $20,877,288,000 related to
appreciated investment securities and $577,629,000 related to
depreciated investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) JANUARY 31, 1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 49,087,361
value (including repurchase
agreements of $368,696)
(cost $28,776,313) - See
accompanying schedule

Cash 1

Receivable for investments 359,741
sold

Receivable for fund shares 79,879
sold

Dividends receivable 41,713

Interest receivable 17,789

Other receivables 774

TOTAL ASSETS 49,587,258

LIABILITIES

Payable for investments $ 235,014
purchased

Payable for fund shares 80,915
redeemed

Accrued management fee 19,544

Other payables and accrued 8,361
expenses

TOTAL LIABILITIES 343,834

NET ASSETS $ 49,243,424

Net Assets consist of:

Paid in capital $ 28,571,139

Undistributed net investment 42,733
income

Accumulated undistributed net 318,361
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 20,311,191
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 1,060,647 $ 49,243,424
shares outstanding

NET ASSET VALUE, offering $46.43
price and redemption price
per share ($49,243,424
(divided by) 1,060,647
shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31,
1999 (UNAUDITED)

INVESTMENT INCOME $ 272,383
Dividends (including $10,160
received from affiliated
issuers)

Interest 78,521

TOTAL INCOME 350,904

EXPENSES

Management fee $ 107,047

Transfer agent fees 41,468

Accounting fees and expenses 557

Non-interested trustees' 129
compensation

Custodian fees and expenses 315

Registration fees 642

Audit 101

Legal 87

Miscellaneous 116

Total expenses before 150,462
reductions

Expense reductions (3,571) 146,891

NET INVESTMENT INCOME 204,013

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

Investment securities 939,725
(including realized gain
(loss) of $14,216 on
sales of investments in
affiliated issuers)

Foreign currency transactions 747 940,472

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 4,315,496

Assets and liabilities in 103 4,315,599
foreign currencies

NET GAIN (LOSS) 5,256,071

NET INCREASE (DECREASE) IN $ 5,460,084
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED JANUARY 31, YEAR ENDED JULY 31, 1998
1999 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 204,013 $ 399,563
income

Net realized gain (loss) 940,472 1,972,406

Change in net unrealized 4,315,599 4,607,442
appreciation (depreciation)

NET INCREASE (DECREASE) IN 5,460,084 6,979,411
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (194,551) (397,518)
From net investment income

From net realized gain (2,186,855) (1,237,608)

TOTAL DISTRIBUTIONS (2,381,406) (1,635,126)

Share transactions Net 4,561,799 12,370,734
proceeds from sales of shares

Reinvestment of distributions 2,319,321 1,603,367

Cost of shares redeemed (5,076,997) (9,241,449)

NET INCREASE (DECREASE) IN 1,804,123 4,732,652
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 4,882,801 10,076,937
IN NET ASSETS

NET ASSETS

Beginning of period 44,360,623 34,283,686

End of period (including $ 49,243,424 $ 44,360,623
undistributed net investment
income of $42,733 and
$33,271, respectively)

OTHER INFORMATION
Shares

Sold 107,873 309,914

Issued in reinvestment of 59,822 43,076
distributions

Redeemed (121,436) (229,152)

Net increase (decrease) 46,259 123,838

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED JANUARY 31, YEARS ENDED JULY 31,
1999

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 43.73 $ 38.50 $ 28.20 $ 25.10 $ 22.17 $ 21.90
period

Income from Investment
Operations

Net investment income .20 D .41 D .46 D .49 .43 .45

Net realized and 4.84 6.59 11.44 3.99 4.14 1.07
unrealized gain (loss)

Total from investment 5.04 7.00 11.90 4.48 4.57 1.52
operations

Less Distributions

From net investment income (.19) (.41) (.48) (.48) (.40) (.48)

From net realized gain (2.16) (1.36) (1.12) (.90) (1.24) (.77)

Total distributions (2.34) (1.77) (1.60) (1.38) (1.64) (1.25)

Net asset value, end of $ 46.43 $ 43.73 $ 38.50 $ 28.20 $ 25.10 $ 22.17
period

TOTAL RETURN B, C 12.69% 19.06% 44.16% 18.39% 21.95% 7.08%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 49,243 $ 44,361 $ 34,284 $ 19,206 $ 12,106 $ 8,757
millions)

Ratio of expenses to average .69% A .69% .73% .75% .78% .83%
net assets

Ratio of expenses to average .67% A, E .68% E .71% E .74% E .77% E .82% E
net assets after expense
reductions

Ratio of net investment .94% A 1.02% 1.43% 1.82% 2.21% 2.09%
income to average net assets

Portfolio turnover rate 29% A 32% 38% 41% 67% 92%

</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 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).

NOTES TO FINANCIAL STATEMENTS

For the period ended January 31, 1999 (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, as an open-end management investment company
organized as a Massachusetts business trust. Effective the close of
business on April 3, 1998, the fund was closed to new accounts. The
financial statements have been prepared in conformity with generally
accepted accounting principles which require management to make
certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the fund:

SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities (including restricted
securities) for which exchange quotations are not readily available
(and in certain cases debt securities which trade on an exchange) are
valued primarily using dealer-supplied valuations or at their fair
value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which quotations are not readily available are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.

FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.

Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, 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 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.

DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for foreign currency transactions, market discount,
non-taxable dividends and losses deferred due to wash sales. The fund
also utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for
income tax purposes.

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.

SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.

2. OPERATING POLICIES.

FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.

JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These 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,

2. OPERATING POLICIES - CONTINUED

REPURCHASE AGREEMENTS - CONTINUED

is responsible for determining that the value of the underlying
securities remains in accordance with the market value requirements
stated above.

TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.

RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities (excluding 144A issues).

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $6,007,322,000 and $7,299,998,000, 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 .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.

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 $1,118,000 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 $2,558,000 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $5,000 and $1,008,000, respectively, under these
arrangements.

6. TRANSACTIONS WITH AFFILIATED COMPANIES.

An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:

SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES

AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Bard (C.R.), Inc. $ 26,013 $ - $ 1,599 $ 214,964
Bausch & Lomb, Inc. - 45,014 2,022 190,729
Block (H&R), Inc. - 53,676 2,924 232,910
CBL & Associates
Properties, Inc. - - 2,006 53,119
Capital Trust, Inc. Class A - - - 9,610
Ceridian Corp. - - - 287,234
Coram Healthcare Corp. - 3,831 - -
Forest Laboratories, Inc. - 12,272 - 193,327
Litton Industries, Inc. 4,411 6,802 - 187,558
SLM Holding Corp. 105,488 - 1,609 485,862
Unifi, Inc. - - - 61,549
TOTALS $ 135,912 $ 121,595 $ 10,160 $ 1,916,862

MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.

BY PHONE

Fidelity TouchTone Xpress(registered trademark) provides a single
toll-free number to access account balances, positions, quotes and
trading. It's easy to navigate the service, and on your first call,
the system will help you create a personal identification number (PIN)
for security.

(PHONE_GRAPHIC)
TOUCHTONE XPRESS
1-800-544-5555

PRESS
1 For mutual fund and brokerage trading.
2 For quotes.*
3 For account balances and holdings.
4 To review orders and mutual fund activity.
5 To change your PIN.
*0 To speak to a Fidelity representative.

BY PC

Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.

(COMPUTER_GRAPHIC)
FIDELITY'S WEB SITE
WWW.FIDELITY.COM

If you are not currently on the Internet, call EarthLink Sprint at
1-800-288-2967, and be sure to ask for registration number SMD004 to
receive a special Fidelity package that includes 30 days of free
Internet access. EarthLink is North America's #1 independent Internet
access provider.

(cOMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)

Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.

* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD
AND RETURN WILL VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE
WILL ALSO VARY. THIS MEANS THAT YOU MAY HAVE A GAIN OR LOSS WHEN YOU
SELL YOUR SHARES. THERE IS NO ASSURANCE THAT MONEY MARKET FUNDS WILL
BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN INVESTMENT IN A MONEY
MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT. TOTAL
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE,
REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS, AND THE EFFECTS OF ANY
SALES CHARGES.

TO WRITE FIDELITY

If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and
send you written confirmation upon completion of your request.

(LETTER_GRAPHIC)
MAKING CHANGES
TO YOUR ACCOUNT

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(LETTER_GRAPHIC)
FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS

Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517

GENERAL CORRESPONDENCE

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(LETTER_GRAPHIC)
FOR RETIREMENT
ACCOUNTS

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS

Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517

GENERAL CORRESPONDENCE

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

INVESTMENT ADVISER

Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS

Fidelity Management & Research
(U.K.) Inc., London, England

Fidelity Management & Research
(Far East) Inc., Tokyo, Japan

OFFICERS

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Richard A. Spillane Jr., Vice President

Steven Kaye, Vice President

Eric D. Roiter, Secretary

Richard A. Silver, Treasurer

Matthew N. Karstetter, Deputy 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 (registered trademark) Fund

Global Balanced Fund

Growth & Income Portfolio

Growth & Income II 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)

TouchTone Xpress (registered trademark)(Automated graphic)
1-800-544-5555

(Automated graphic) AUTOMATED LINE FOR QUICKEST SERVICE

GIA-SANN-0399 72331
1.700483.101

(Fidelity Logo Graphic)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY
DIVIDEND GROWTH
FUND

SEMIANNUAL REPORT

JANUARY 31, 1999

(2 Fidelity Logo Graphics)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 17 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 21 Notes to the financial
statements.

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

(recycle logo)This report is printed on recycled paper using soy-based
inks.

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:

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.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PERIODS ENDED JANUARY 31, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY DIVIDEND GROWTH 14.03% 33.72% 220.33% 300.19%

S&P 500 (registered trademark) 15.02% 32.49% 196.12% 232.64%

Growth Funds Average 13.23% 27.06% 142.23% n/a

</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 since the fund started on April 27, 1993. For example, if you
had invested $1,000 in a fund that had a 5% return over the past year,
the value of your investment would be $1,050. You can compare the
fund's returns to the performance of the Standard & Poor's 500 Index -
a market capitalization-weighted 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 Inc. The
past six months average represents a peer group of 1,109 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, 1999 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY DIVIDEND GROWTH 33.72% 26.22% 27.18%

S&P 500 32.49% 24.25% 23.17%

Growth Funds Average 27.06% 18.92% n/a

$10,000 OVER LIFE OF FUND
Dividend Growth S&P 500
00330 SP001
1993/04/27 10000.00 10000.00
1993/04/30 10150.00 10051.03
1993/05/31 10480.00 10320.39
1993/06/30 10700.00 10350.32
1993/07/31 10800.00 10308.92
1993/08/31 11550.00 10699.63
1993/09/30 11820.00 10617.24
1993/10/31 12080.00 10837.02
1993/11/30 11680.00 10734.07
1993/12/31 12171.52 10863.95
1994/01/31 12493.15 11233.32
1994/02/28 12302.18 10928.90
1994/03/31 11715.49 10452.40
1994/04/30 11786.37 10586.19
1994/05/31 11604.11 10759.80
1994/06/30 11310.46 10496.19
1994/07/31 11826.87 10840.46
1994/08/31 12616.68 11284.92
1994/09/30 12485.05 11008.44
1994/10/31 13041.96 11256.13
1994/11/30 12474.92 10846.18
1994/12/31 12691.18 11007.03
1995/01/31 12732.22 11292.45
1995/02/28 13142.60 11732.51
1995/03/31 13768.44 12078.74
1995/04/30 14404.54 12434.46
1995/05/31 14907.26 12931.46
1995/06/30 15728.03 13231.86
1995/07/31 16456.47 13670.63
1995/08/31 16528.28 13704.94
1995/09/30 16956.49 14283.29
1995/10/31 16359.88 14232.30
1995/11/30 17176.30 14857.10
1995/12/31 17454.52 15143.25
1996/01/31 17928.35 15658.72
1996/02/29 18479.31 15803.88
1996/03/31 18964.16 15956.07
1996/04/30 19845.70 16191.26
1996/05/31 20484.81 16608.83
1996/06/30 19933.85 16672.11
1996/07/31 18997.21 15935.54
1996/08/31 19614.29 16271.62
1996/09/30 20604.68 17187.39
1996/10/31 21100.90 17661.42
1996/11/30 22533.19 18996.44
1996/12/31 22715.29 18620.12
1997/01/31 23405.00 19783.51
1997/02/28 23472.84 19938.61
1997/03/31 22443.92 19119.33
1997/04/30 23631.13 20260.76
1997/05/31 24987.95 21494.23
1997/06/30 26141.23 22457.17
1997/07/31 28346.05 24244.09
1997/08/31 27091.00 22885.94
1997/09/30 28589.46 24139.40
1997/10/31 27906.19 23333.14
1997/11/30 28757.28 24413.23
1997/12/31 29052.83 24832.41
1998/01/31 29926.78 25107.06
1998/02/28 32286.47 26917.78
1998/03/31 33784.68 28296.24
1998/04/30 34321.54 28580.90
1998/05/31 34021.90 28089.59
1998/06/30 35183.01 29230.59
1998/07/31 35095.62 28919.28
1998/08/31 30488.61 24738.13
1998/09/30 33019.39 26322.86
1998/10/31 35516.54 28463.96
1998/11/30 37158.69 30189.16
1998/12/31 39469.17 31928.66
1999/01/29 40018.69 33263.92
IMATRL PRASUN SHR__CHT 19990131 19990211 143930 R00000000000073

$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, 1999, the value of
the investment would have grown to $40,019 - a 300.19% increase on the
initial investment. For comparison, look at how the Standard & Poor's
500 Index did over the same period. With dividends and capital gains,
if any, reinvested, the same $10,000 would have grown to $33,264 - a
232.64% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

The first month of 1999 proved to
be a continuation of 1998's strong
U.S. stock market performance.
For the six-month period ending
January 31, 1999, the Standard
and Poor's 500 Index - a popular
performance measure of U.S. stock
markets - returned 15.02%. In
the early stages of the six-month
period, U.S. equity markets were
staggering toward a deep abyss,
one they would fall into on the news
of Russia's currency devaluation
and loan defaults. Faced with
global economic chaos, investors
began fleeing the equity markets
in droves, searching for safer, less
volatile havens - particularly U.S.
Treasuries. To address the lack of
confidence in domestic and global
equity markets, the U.S. Federal
Reserve Board intervened with three
separate 0.25% interest-rate cuts in
the late fall. Those cuts, combined
with skyrocketing Internet and
technology advances, helped stocks
to quickly ascend to - and even
surpass - their former lofty levels.
At the end of 1998, the S&P 500
recorded its unprecedented
fourth-straight year of returns
exceeding 20%. Despite some
instances of profit-taking in
technology issues and concerns
over Brazil's currency devaluation
in the first month of 1999, the
S&P 500 index, Dow Jones
Industrial Average and NASDAQ
all reached record highs in
January.

(photograph of Charles Mangum)

An interview with Charles Mangum, Portfolio Manager of Fidelity
Dividend Growth Fund

Q. HOW DID THE FUND PERFORM, CHARLES?

A. For the six months that ended January 31, 1999, the fund returned
14.03%. This topped the growth funds average, as tracked by Lipper
Inc., which returned 13.23% during the same period. The Standard &
Poor's 500 Index had a six-month return of 15.02% as of January 31,
1999. For the 12 months that ended January 31, 1999, the fund returned
33.72%. The Lipper peer group and S&P 500 returned 27.06% and 32.49%,
respectively.

Q. WHY DID THE FUND'S RETURN TRAIL THAT OF THE S&P 500 OVER THE LAST
SIX MONTHS?

A. In a word, technology. Technology stocks led the market's charge
over the past six months, and while the fund had stakes in some of the
larger technology companies - such as Microsoft and Texas Instruments
- - its overall exposure to technology was lower than that of the S&P
500. The fund's underweighting in technology stems mainly from certain
reservations I have about the sector. First, valuations across the
technology sector have risen quickly and, in many cases, have done so
without a sound earnings growth foundation. Internet stocks in
particular exemplified this trend, but other technology areas were
affected as well. I'm also concerned about a potential tech slowdown
in the coming year. Some of the larger technology companies missed
earnings estimates in the fourth quarter of 1998 and that could be a
foreshadowing of what's to come. I'm also not convinced that
corporations can maintain the level of technology spending that we've
seen recently, particularly in a period of modest earnings growth.

Q. AT AROUND 19%, FINANCE STOCKS REPRESENTED THE FUND'S LARGEST SECTOR
EXPOSURE AT THE CLOSE OF THE PERIOD. HOW DID THESE STOCKS PERFORM?

A. Finance stocks in general had a pretty rough time, as a global
backdrop of emerging-market volatility overseas and domestic concern
over hedge-fund lending activities contributed to an overall
tightening of credit. As a result, two of the fund's worst-performing
stocks during the period were finance holdings Citigroup and
BankAmerica. That being said, however, the fund did benefit otherwise
from good individual stock selection within the finance group. The
fund's investments in Wells Fargo and Comerica - both top-10 positions
at the end of the period - performed relatively well. Wells Fargo, I
felt, stood to benefit from its merger with Norwest as well as from
its position within the promising California marketplace. Comerica, a
Midwest-based bank specializing in commercial lending, benefited from
solid management execution and the fact that the bank had virtually no
global lending exposure.

Q. HEALTH-RELATED STOCKS - PARTICULARLY THOSE IN THE PHARMACEUTICAL
AREA - FIGURED PROMINENTLY IN THE FUND'S PERFORMANCE OVER THE PAST
YEAR. WHY DID YOU CUT BACK ON SOME OF THESE HOLDINGS DURING THE
SIX-MONTH PERIOD?

A. It goes back to valuations again. When the general stock market
collapsed in late September and early October, share prices for many
pharmaceutical companies went through the roof. I took advantage of
this opportunity to lock in some gains for the fund. Then, as
drug-stock company valuations settled down in late 1998 and early
1999, I began to add to certain holdings again. Some of the larger
pharmaceutical stocks - such as Merck, Schering-Plough and American
Home Products - still occupy significant positions within the
portfolio. Health-related names that don't occupy positions in the
portfolio anymore include HEALTHSOUTH and Columbia HCA/Healthcare.

Q. WHICH OTHER STOCKS CONTRIBUTED POSITIVELY OR NEGATIVELY TO
PERFORMANCE?

A. The fund realized good results from three of its technology-related
investments - Microsoft, Cisco Systems and Intel. When technology
stocks began their climb back in October 1998, these were some of the
larger names that investors favored. On the flip side, the fund's
investments in the area of energy service companies proved
disappointing. The fund's positions in oil exploration and drilling
companies such as Schlumberger, Halliburton, ENSCO and Cooper Cameron
suffered due to back-to-back warm winters in the Northeast and a sharp
decline in the price of oil. I'm holding onto these investments,
however, because I feel that the price of oil will gradually come
back.

Q. WHAT'S YOUR OUTLOOK?

A. I'll be keeping a close eye on overall price levels within the
market. Stocks in general have become more expensive - particularly in
the large-cap growth area - and I may continue to add to the fund's
investments in smaller-and medium-sized stocks. A price correction of
some sort - barring any negative news on fundamentals - would go a
long way towards making technology stocks appealing to me. Unless we
see a dramatic change in valuations, I don't anticipate making
significant changes to the portfolio.

(checkmark)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,
1999, more than $11.3
billion

MANAGER: Charles Mangum,
since 1997; manager, Fidelity
OTC Portfolio, 1996-1997;
Fidelity Convertible Securities
Fund, 1995-1996; Fidelity
Select Health Care Portfolio,
1992-1995; joined
Fidelity in 1990

CHARLES MANGUM ON KEEPING
A STEADY PERSPECTIVE THROUGH
THE MARKET'S GYRATIONS:

"A company's ability to consistently
grow its earnings over time is key
to stock performance. When
certain market sectors are
performing well, however, it's
easy to get caught up in a state of
short-term euphoria. The success
of Internet-related stocks over the
past year, for instance, provides a
good example. One of my guiding
principles is to maintain an even
keel.

"When I read that a company
expects to generate 20% earnings
growth annually over a five-year
period, I'm very skeptical. First,
the data just doesn't prove it. In
looking at companies that grew
their earnings by 20% or greater in
1998, only 1% of those companies
would have been able to grow at a
minimum of 20% over the next four
years. Also, past earnings growth is
no guarantee of future earnings
growth. Of the companies that grew
their earnings by 20% or more in
each of the last five years, for
instance, studies show that only
2% will be able to sustain that level
for the next five years. When a
stock has a projected growth rate of
20%, the market typically bids that
stock up to a level that is
unrealistic. When reality sets in,
that stock usually falls out of favor.

"As a manager, I'm simply trying to
find the best growth for the best
value. Instead of 20%-plus
earnings growth, I'm very content
with double-digit growth. Keeping
a steady perspective through
short-term market trends helps
me focus on the stocks that I feel
will help the portfolio in the long
run."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF JANUARY
31, 1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE STOCKS 6 MONTHS AGO

General Electric Co. 4.6 3.5

Johnson & Johnson 4.0 4.6

Microsoft Corp. 3.7 2.9

Fannie Mae 2.6 2.3

Merck & Co., Inc. 2.5 1.7

Comerica, Inc. 2.3 1.0

Wells Fargo & Co. 2.2 2.0

American Home Products Corp. 2.2 4.8

Associates First Capital 2.1 1.3
Corp. Class A

Schering-Plough Corp. 2.0 2.2

TOP FIVE MARKET SECTORS AS OF
JANUARY 31, 1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE MARKET SECTORS 6
MONTHS AGO

FINANCE 19.2 19.1

HEALTH 15.2 20.2

TECHNOLOGY 11.2 9.5

ENERGY 9.7 8.4

UTILITIES 8.4 7.1

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF JANUARY 31, 1999 *
Row: 1, Col: 1, Value: 96.8
Row: 1, Col: 2, Value: 3.2
Stocks 96.8%
Short-term
investments 3.2%
*FOREIGN
INVESTMENTS 4.0%

AS OF JULY 31, 1998 **
Row: 1, Col: 1, Value: 96.5
Row: 1, Col: 2, Value: 3.5
Stocks 96.5%
Short term
investments 3.5%
**FOREIGN
INVESTMENTS 3.7%

INVESTMENTS JANUARY 31, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 96.8%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 3.2%

AEROSPACE & DEFENSE - 1.2%

AlliedSignal, Inc. 744,400 $ 29,032

Cordant Technologies, Inc. (c) 2,767,400 87,865

Sundstrand Corp. 411,100 18,294

135,191

DEFENSE ELECTRONICS - 0.9%

Raytheon Co. Class A 1,707,100 95,171

SHIP BUILDING & REPAIR - 1.1%

General Dynamics Corp. 2,202,350 128,012

TOTAL AEROSPACE & DEFENSE 358,374

BASIC INDUSTRIES - 1.8%

CHEMICALS & PLASTICS - 0.8%

du Pont (E.I.) de Nemours & 1,390,000 71,151
Co.

IMC Global, Inc. 946,400 17,213

88,364

METALS & MINING - 0.7%

Alcoa, Inc. 963,700 80,589

PACKAGING & CONTAINERS - 0.3%

Owens-Illinois, Inc. (a) 1,079,400 31,572

TOTAL BASIC INDUSTRIES 200,525

CONSTRUCTION & REAL ESTATE -
1.1%

BUILDING MATERIALS - 0.9%

Masco Corp. 3,121,200 100,854

REAL ESTATE INVESTMENT TRUSTS
- - 0.2%

Alexandria Real Estate 149,700 4,276
Equities, Inc.

Glenborough Realty Trust, 771,200 13,544
Inc.

17,820

TOTAL CONSTRUCTION & REAL 118,674
ESTATE

DURABLES - 1.3%

AUTOS, TIRES, & ACCESSORIES -
0.9%

AutoZone, Inc. (a) 1,303,000 44,139

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

AUTOS, TIRES, & ACCESSORIES -
CONTINUED

Federal-Mogul Corp. 450,000 $ 26,663

Ford Motor Co. 400,000 24,575

95,377

CONSUMER ELECTRONICS - 0.4%

Newell Co. 1,141,000 47,423

TOTAL DURABLES 142,800

ENERGY - 9.7%

ENERGY SERVICES - 2.7%

ENSCO International, Inc. 6,523,000 61,561

Halliburton Co. 3,144,400 93,349

Schlumberger Ltd. 2,139,900 101,913

Smith International, Inc. 2,063,500 52,232

309,055

OIL & GAS - 7.0%

BP Amoco PLC sponsored ADR 1,255,425 101,846

Coastal Corp. (The) 1,116,700 33,292

Conoco, Inc. Class A (a) 448,000 8,932

Cooper Cameron Corp. (a) 1,818,300 42,503

Exxon Corp. 2,338,700 164,732

Mobil Corp. 2,131,100 186,871

Phillips Petroleum Co. 781,000 30,166

Santa Fe Energy Resources, 7,693,600 44,719
Inc. (a)(c)

Shell Transport & Trading Co. 10,750,000 54,645
PLC (Reg.)

Total SA sponsored ADR 1,626,200 83,241

Weatherford International, 2,350,600 41,429
Inc. (a)

792,376

TOTAL ENERGY 1,101,431

FINANCE - 19.2%

BANKS - 5.0%

Chase Manhattan Corp. 704,500 54,202

Comerica, Inc. 4,131,500 257,961

Wells Fargo & Co. 7,174,000 250,642

562,805

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

CREDIT & OTHER FINANCE - 4.4%

Associates First Capital 5,799,874 $ 235,257
Corp. Class A

Citigroup, Inc. 883,250 49,517

Equitable Companies (The), 514,400 35,879
Inc.

Fleet Financial Group, Inc. 1,104,600 48,948

Household International, Inc. 2,953,600 129,774

499,375

FEDERAL SPONSORED CREDIT - 4.1%

Fannie Mae 4,060,500 295,909

Freddie Mac 2,675,000 165,850

461,759

INSURANCE - 4.3%

AFLAC, Inc. 2,974,500 127,532

Allmerica Financial Corp. 1,077,200 58,101

Ambac Financial Group, Inc. 444,200 26,569

American International Group, 998,757 102,810
Inc.

Hartford Financial Services 1,819,600 94,505
Group, Inc.

Protective Life Corp. 87,900 3,038

Travelers Property Casualty 2,458,300 70,830
Corp. Class A

483,385

SAVINGS & LOANS - 1.0%

Charter One Financial, Inc. 2,126,752 59,549

Washington Mutual, Inc. 1,377,600 57,859

117,408

SECURITIES INDUSTRY - 0.4%

Morgan Stanley, Dean Witter & 555,300 48,207
Co.

TOTAL FINANCE 2,172,939

HEALTH - 15.2%

DRUGS & PHARMACEUTICALS - 9.2%

American Home Products Corp. 4,240,500 248,864

Bristol-Myers Squibb Co. 1,517,100 194,473

Lilly (Eli) & Co. 915,200 85,743

Merck & Co., Inc. 1,905,000 279,559

Schering-Plough Corp. 4,232,200 230,655

1,039,294

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES
- - 6.0%

Becton, Dickinson & Co. 2,121,514 $ 75,844

Cardinal Health, Inc. 1,596,500 118,041

Johnson & Johnson 5,287,400 449,429

Stryker Corp. 790,400 36,655

679,969

TOTAL HEALTH 1,719,263

INDUSTRIAL MACHINERY &
EQUIPMENT - 7.2%

ELECTRICAL EQUIPMENT - 6.4%

Emerson Electric Co. 854,900 49,744

General Electric Co. 4,944,400 518,543

Honeywell, Inc. 1,183,900 77,175

Philips Electronics NV (NY 1,135,900 82,708
shares)

728,170

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.8%

Caterpillar, Inc. 400,000 17,325

Illinois Tool Works, Inc. 1,106,400 66,730

84,055

TOTAL INDUSTRIAL MACHINERY & 812,225
EQUIPMENT

MEDIA & LEISURE - 4.2%

BROADCASTING - 2.3%

CBS Corp. 2,450,000 83,300

Clear Channel Communications, 1,382,900 85,567
Inc. (a)

Jacor Communications, Inc. 680,000 47,345
Class A (a)

Time Warner, Inc. 798,400 49,900

266,112

PUBLISHING - 0.1%

McGraw-Hill Companies, Inc. 125,000 13,516

RESTAURANTS - 1.8%

McDonald's Corp. 2,110,000 166,294

Tricon Global Restaurants, 725,800 34,521
Inc. (a)

200,815

TOTAL MEDIA & LEISURE 480,443

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - 5.8%

BEVERAGES - 0.2%

Seagram Co. Ltd. 515,600 $ 24,565

FOODS - 0.9%

Hershey Foods Corp. 403,800 22,714

Quaker Oats Co. 1,018,000 56,626

Tootsie Roll Industries, Inc. 340,600 15,348

94,688

HOUSEHOLD PRODUCTS - 3.0%

Alberto-Culver Co. Class A (c) 4,336,500 101,908

Clorox Co. 725,163 90,736

Colgate-Palmolive Co. 170,000 13,674

Gillette Co. 1,123,100 65,982

Procter & Gamble Co. 730,000 66,339

338,639

TOBACCO - 1.7%

Philip Morris Companies, Inc. 4,123,800 193,819

TOTAL NONDURABLES 651,711

RETAIL & WHOLESALE - 5.7%

APPAREL STORES - 0.1%

Gap, Inc. 140,425 9,014

GENERAL MERCHANDISE STORES -
4.7%

Dayton Hudson Corp. 1,667,500 106,303

Federated Department Stores, 2,836,100 118,584
Inc. (a)

Saks Holdings, Inc. (a) 5,379,454 198,031

Wal-Mart Stores, Inc. 1,335,200 114,827

537,745

RETAIL & WHOLESALE,
MISCELLANEOUS - 0.9%

Home Depot, Inc. 970,000 58,564

Lowe's Companies, Inc. 650,000 37,903

Tweeter Home Entertainment 200,000 6,125
Group, Inc. (a)

102,592

TOTAL RETAIL & WHOLESALE 649,351

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - 2.0%

ADVERTISING - 1.8%

Omnicom Group, Inc. 3,078,000 $ 196,992

SERVICES - 0.2%

Robert Half International, 642,100 24,279
Inc. (a)

TOTAL SERVICES 221,271

TECHNOLOGY - 11.2%

COMMUNICATIONS EQUIPMENT - 1.4%

Cisco Systems, Inc. (a) 938,300 104,679

Lucent Technologies, Inc. 525,600 59,163

163,842

COMPUTER SERVICES & SOFTWARE
- - 4.2%

DST Systems, Inc. (a) 200,000 12,388

Microsoft Corp. (a) 2,362,100 413,368

Oracle Corp. (a) 870,000 48,176

473,932

COMPUTERS & OFFICE EQUIPMENT
- - 2.7%

Compaq Computer Corp. 1,600,000 76,200

Dell Computer Corp. (a) 527,200 52,720

International Business 450,000 82,463
Machines Corp.

Pitney Bowes, Inc. 730,800 50,288

Xerox Corp. 347,400 43,078

304,749

ELECTRONIC INSTRUMENTS - 0.1%

DBT Online, Inc. (a) 395,000 9,455

ELECTRONICS - 2.8%

AMP, Inc. 445,000 23,418

Intel Corp. 589,900 83,139

Molex, Inc. Class A 2,440,000 62,525

Texas Instruments, Inc. 1,521,300 150,419

319,501

TOTAL TECHNOLOGY 1,271,479

TRANSPORTATION - 0.8%

RAILROADS - 0.8%

Burlington Northern Santa Fe 2,757,400 95,475
Corp.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - 8.4%

CELLULAR - 0.4%

Vanguard Cellular Systems, 1,467,500 $ 42,924
Inc. Class A (a)

ELECTRIC UTILITY - 1.7%

CMS Energy Corp. 921,100 39,435

Duke Energy Corp. 1,004,900 62,115

IPALCO Enterprises, Inc. 433,100 21,628

LG&E Energy Corp. 1,081,223 28,517

PG&E Corp. 1,210,900 38,673

190,368

TELEPHONE SERVICES - 6.3%

Ameritech Corp. 585,500 38,131

AT&T Corp. 1,807,600 164,040

Bell Atlantic Corp. 2,048,200 122,892

GTE Corp. 804,700 54,317

MCI WorldCom, Inc. (a) 1,864,142 148,665

SBC Communications, Inc. 3,408,012 184,033

712,078

TOTAL UTILITIES 945,370

TOTAL COMMON STOCKS 10,941,331
(Cost $8,969,246)

CASH EQUIVALENTS - 3.2%

Taxable Central Cash Fund (b) 365,338,105 365,338
(Cost $365,338)

TOTAL INVESTMENT IN $ 11,306,669
SECURITIES - 100%
(Cost $9,334,584)

</TABLE>

LEGEND

(a) Non-income producing

INCOME TAX INFORMATION

At January 31, 1999, the aggregate cost of investment securities for
income tax purposes was $9,339,603,000. Net unrealized appreciation
aggregated $1,967,066,000, of which $2,235,425,000 related to
appreciated investment securities and $268,359,000 related to
depreciated investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) JANUARY 31, 1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 11,306,669
value (cost $9,334,584) -
See accompanying schedule

Receivable for investments 246,052
sold

Receivable for fund shares 65,726
sold

Dividends receivable 8,829

Interest receivable 1,464

Other receivables 19

TOTAL ASSETS 11,628,759

LIABILITIES

Payable for investments $ 256,409
purchased

Payable for fund shares 52,136
redeemed

Accrued management fee 6,025

Other payables and accrued 2,175
expenses

TOTAL LIABILITIES 316,745

NET ASSETS $ 11,312,014

Net Assets consist of:

Paid in capital $ 9,028,913

Undistributed net investment 5,495
income

Accumulated undistributed net 305,520
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 1,972,086
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 388,321 $ 11,312,014
shares outstanding

NET ASSET VALUE, offering $29.13
price and redemption price
per share ($11,312,014
(divided by) 388,321 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31,
1999 (UNAUDITED)

INVESTMENT INCOME $ 50,503
Dividends (including $233
received from affiliated
issuers)

Interest 9,045

TOTAL INCOME 59,548

EXPENSES

Management fee Basic fee $ 24,940

Performance adjustment 3,308

Transfer agent fees 8,488

Accounting fees and expenses 422

Non-interested trustees' 15
compensation

Custodian fees and expenses 71

Registration fees 1,198

Audit 26

Legal 21

Miscellaneous 20

Total expenses before 38,509
reductions

Expense reductions (1,931) 36,578

NET INVESTMENT INCOME 22,970

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

Investment securities 427,857

Foreign currency transactions (41) 427,816

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 792,532

Assets and liabilities in 1 792,533
foreign currencies

NET GAIN (LOSS) 1,220,349

NET INCREASE (DECREASE) IN $ 1,243,319
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, YEAR ENDED JULY 31, 1998
1999 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 22,970 $ 34,229
income

Net realized gain (loss) 427,816 743,965

Change in net unrealized 792,533 341,085
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,243,319 1,119,279
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (38,405) (26,753)
From net investment income

From net realized gain (597,842) (391,699)

TOTAL DISTRIBUTIONS (636,247) (418,452)

Share transactions Net 5,000,877 4,628,616
proceeds from sales of shares

Reinvestment of distributions 617,300 412,992

Cost of shares redeemed (2,284,467) (2,738,785)

NET INCREASE (DECREASE) IN 3,333,710 2,302,823
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 3,940,782 3,003,650
IN NET ASSETS

NET ASSETS

Beginning of period 7,371,232 4,367,582

End of period (including $ 11,312,014 $ 7,371,232
undistributed net investment
income of $5,495 and
$25,375, respectively)

OTHER INFORMATION
Shares

Sold 186,111 177,628

Issued in reinvestment of 26,256 17,960
distributions

Redeemed (86,242) (107,573)

Net increase (decrease) 126,125 88,015

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED JANUARY 31, YEARS ENDED JULY 31,
1999

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 28.11 $ 25.07 $ 17.24 $ 16.04 $ 11.68 $ 10.80
period

Income from Investment
Operations

Net investment income .07 D .17 D .20 D .11 .05 .02

Net realized and 3.27 5.21 8.09 2.25 4.47 1.01
unrealized gain (loss)

Total from investment 3.34 5.38 8.29 2.36 4.52 1.03
operations

Less Distributions

From net investment income (.13) (.15) (.09) (.09) (.01) (.01)

From net realized gain (2.19) (2.19) (.37) (1.07) (.15) -

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

Total distributions (2.32) (2.34) (.46) (1.16) (.16) (.15)

Net asset value, end of $ 29.13 $ 28.11 $ 25.07 $ 17.24 $ 16.04 $ 11.68
period

TOTAL RETURN B, C 14.03% 23.81% 49.21% 15.44% 39.14% 9.51%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 11,312 $ 7,371 $ 4,368 $ 1,220 $ 465 $ 72
millions)

Ratio of expenses to average .92% A .89% .95% 1.02% 1.21% 1.43%
net assets

Ratio of expenses to average .87% A, E .86% E .92% E .99% E 1.19% E 1.40% E
net assets after expense
reductions

Ratio of net investment .55% A .64% .99% .86% .78% .13%
income to average net assets

Portfolio turnover rate 110% A 109% 141% 129% 162% 291%

</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 6 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 6 OF NOTES TO FINANCIAL STATEMENTS).

NOTES TO FINANCIAL STATEMENTS

For the period ended January 31, 1999 (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, as an open-end management investment company
organized as a Massachusetts business trust. The financial statements
have been prepared in conformity with generally accepted accounting
principles which require management to make certain estimates and
assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:

SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities for which exchange
quotations are not readily available (and in certain cases debt
securities which trade on an exchange) are valued primarily using
dealer-supplied valuations or at their fair value as determined in
good faith under consistently applied procedures under the general
supervision of the Board of Trustees. Short-term securities with
remaining maturities of sixty days or less for which quotations are
not readily available are valued at amortized cost or original cost
plus accrued interest, both of which approximate current value.

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,
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.

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.

2. OPERATING POLICIES - CONTINUED

TAXABLE CENTRAL CASH FUND - CONTINUED

affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.

INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by
the SEC, the fund, along with other registered investment companies
having management contracts with FMR, may participate in an interfund
lending program. This program provides an alternative credit facility
allowing the fund to borrow from, or lend money to, other
participating funds.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $7,181,948,000 and $4,544,296,000, 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 .67% of average
net assets after the performance adjustment.

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.

5. INTERFUND LENDING PROGRAM.

The fund participated in the interfund lending program as a lender.
The maximum loan and the average daily loan balances during the period
for which loans were outstanding amounted to $24,055,000 and
$19,473,000, respectively. The weighted average interest rate was
5.78%. Interest earned from the interfund lending program amounted to
$13,000 and is included in interest income on the Statement of
Operations.

6. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $1,836,000 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 $93,000, respectively, under these arrangements.

7. TRANSACTIONS WITH AFFILIATED COMPANIES.

An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:

SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES

AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Alberto-Culver Co. Class A $ 20,626 $ - $ 233 $ 101,908
Cordant Technologies, Inc. 30,522 - - 87,865
Santa Fe Energy Resources, Inc. 15,026 - - 44,719
TOTALS $ 66,174 $ - $ 233 $ 234,492

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UTAH

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VIRGINIA

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WISCONSIN

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INVESTMENT ADVISER

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Boston, MA

INVESTMENT SUB ADVISERS

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(U.K.) Inc., London, England

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(Far East) Inc., Tokyo, Japan

OFFICERS

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Abigail P. Johnson, Vice President

Charles A. Mangum, Vice President

Eric D. Roiter, Secretary

Richard A. Silver, Treasurer

Matthew N. Karstetter, Deputy 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

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Boston, MA

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* INDEPENDENT TRUSTEES

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FIDELITY
OTC
PORTFOLIO

SEMIANNUAL REPORT

JANUARY 31, 1999

(2 FIDELITY lOGOS)(REGISTERED TRADEMARK)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 18 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 22 Notes to the financial
statements.

Third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

(recycle logo)This report is printed on recycled paper using soy-based
inks.

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:

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.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PERIODS ENDED JANUARY 31, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY OTC 27.76% 49.54% 172.35% 506.07%

NASDAQ 34.11% 55.38% 224.65% 593.66%

Mid-Cap Funds Average 7.14% 15.44% 100.99% 320.30%

</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 returns to the performance
of the NASDAQ Composite Index - a market capitalization-weighted index
that is designed to represent the performance 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 Inc. The past six months average represents a peer
group of 374 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, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY OTC 49.54% 22.19% 19.74%

NASDAQ 55.38% 26.56% 21.37%

Mid-Cap Funds Average 15.44% 14.64% 15.02%

$10,000 OVER 10 YEARS
OTC Portfolio FID NASDAQ w/Wilshire Div
00093 F0091
1989/01/31 10000.00 10000.00
1989/02/28 9973.43 9973.66
1989/03/31 10409.14 10161.93
1989/04/30 10919.23 10695.37
1989/05/31 11408.08 11174.74
1989/06/30 11381.51 10915.96
1989/07/31 11880.98 11394.71
1989/08/31 12412.33 11798.65
1989/09/30 12483.20 11902.96
1989/10/31 12062.29 11482.22
1989/11/30 12173.06 11508.09
1989/12/31 12249.41 11490.48
1990/01/31 11379.66 10519.73
1990/02/28 11695.93 10788.23
1990/03/31 12139.93 11049.31
1990/04/30 11787.17 10672.12
1990/05/31 12559.60 11675.46
1990/06/30 12583.92 11775.00
1990/07/31 12419.71 11177.50
1990/08/31 11349.25 9737.91
1990/09/30 10724.65 8815.16
1990/10/31 10498.47 8454.63
1990/11/30 11227.27 9218.42
1990/12/31 11667.42 9612.59
1991/01/31 12586.21 10665.02
1991/02/28 13561.64 11680.02
1991/03/31 14323.11 12448.72
1991/04/30 14297.93 12525.89
1991/05/31 14996.47 13093.24
1991/06/30 14272.76 12326.89
1991/07/31 15279.66 13018.16
1991/08/31 16085.18 13646.04
1991/09/30 15943.82 13692.01
1991/10/31 16637.03 14125.33
1991/11/30 15850.51 13643.74
1991/12/31 17403.05 15284.73
1992/01/31 18154.52 16182.88
1992/02/29 18189.63 16544.30
1992/03/31 17606.72 15784.00
1992/04/30 17087.02 15143.59
1992/05/31 17332.82 15332.66
1992/06/30 16953.58 14779.58
1992/07/31 17311.76 15247.02
1992/08/31 16883.35 14797.77
1992/09/30 17404.45 15342.73
1992/10/31 18053.02 15934.72
1992/11/30 19327.26 17203.21
1992/12/31 20003.03 17857.75
1993/01/31 20135.60 18385.48
1993/02/28 19347.96 17726.59
1993/03/31 20018.63 18254.64
1993/04/30 19433.74 17511.85
1993/05/31 19956.24 18564.33
1993/06/30 19979.63 18672.06
1993/07/31 20197.99 18709.40
1993/08/31 20572.32 19739.75
1993/09/30 21137.70 20287.70
1993/10/31 21416.50 20744.32
1993/11/30 20850.46 20101.18
1993/12/31 21669.98 20716.42
1994/01/31 22253.47 21366.35
1994/02/28 22020.07 21172.48
1994/03/31 21140.35 19881.19
1994/04/30 20556.86 19642.74
1994/05/31 20449.13 19697.74
1994/06/30 19695.08 18933.35
1994/07/31 20125.97 19386.70
1994/08/31 21131.37 20572.76
1994/09/30 21185.23 20556.87
1994/10/31 21669.98 20932.12
1994/11/30 20960.81 20220.83
1994/12/31 21085.89 20285.97
1995/01/31 21040.58 20394.60
1995/02/28 22146.07 21456.56
1995/03/31 22889.10 22113.01
1995/04/30 23849.61 22859.27
1995/05/31 24529.22 23439.08
1995/06/30 26432.11 25328.10
1995/07/31 28171.90 27189.33
1995/08/31 28534.36 27725.67
1995/09/30 28946.16 28385.64
1995/10/31 28789.19 28205.19
1995/11/30 29306.25 28855.57
1995/12/31 29146.05 28683.74
1996/01/31 29078.79 28912.80
1996/02/29 30116.63 30031.16
1996/03/31 30174.29 30087.81
1996/04/30 32067.39 32541.89
1996/05/31 33239.76 34007.68
1996/06/30 32077.00 32424.76
1996/07/31 29982.09 29581.62
1996/08/31 31750.27 31263.12
1996/09/30 33977.35 33617.14
1996/10/31 33840.56 33484.52
1996/11/30 36250.23 35449.20
1996/12/31 36063.87 35421.80
1997/01/31 37508.19 37874.20
1997/02/28 35677.98 35944.77
1997/03/31 32965.75 33561.63
1997/04/30 34299.82 34649.03
1997/05/31 37375.89 38498.54
1997/06/30 38379.19 39661.55
1997/07/31 42403.44 43850.60
1997/08/31 41741.92 43687.32
1997/09/30 44555.54 46409.04
1997/10/31 40871.86 43889.33
1997/11/30 40735.84 44091.22
1997/12/31 39639.09 43274.79
1998/01/31 40527.85 44642.48
1998/02/28 45836.77 48827.28
1998/03/31 46998.09 50641.42
1998/04/30 47507.65 51561.53
1998/05/31 44094.78 49108.13
1998/06/30 47057.34 52324.32
1998/07/31 47436.55 51724.78
1998/08/31 37849.70 41434.38
1998/09/30 43184.78 46829.77
1998/10/31 45161.64 48991.35
1998/11/30 48745.49 53936.42
1998/12/31 55645.36 60680.66
1999/01/29 60606.63 69366.09
IMATRL PRASUN SHR__CHT 19990131 19990210 132904 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity OTC Portfolio on January 31, 1989. As the chart
shows, by January 31, 1999, the value of the investment would have
grown to $60,607 - a 506.07% 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 would have grown to $69,366 - a 593.66% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

The first month of 1999 proved to
be a continuation of 1998's strong
U.S. stock market performance.
For the six-month period ending
January 31, 1999, the Standard
and Poor's 500 Index - a popular
performance measure of U.S. stock
markets - returned 15.02%. In
the early stages of the six-month
period, U.S. equity markets were
staggering toward a deep abyss,
one they would fall into on the news
of Russia's currency devaluation
and loan defaults. Faced with
global economic chaos, investors
began fleeing the equity markets
in droves, searching for safer, less
volatile havens - particularly U.S.
Treasuries. To address the lack of
confidence in domestic and global
equity markets, the U.S. Federal
Reserve Board intervened with three
separate 0.25% interest-rate cuts in
the late fall. Those cuts, combined
with skyrocketing Internet and
technology advances, helped stocks
to quickly ascend to - and even
surpass - their former lofty levels.
At the end of 1998, the S&P 500(registered trademark)
recorded its unprecedented
fourth-straight year of returns
exceeding 20%. Despite some
instances of profit-taking in
technology issues and concerns
over Brazil's currency devaluation
in the first month of 1999, the
S&P 500 index, Dow Jones
Industrial Average and NASDAQ
all reached record highs in
January.

(photograph of Robert Bertelson)

An interview with
Robert Bertelson, Portfolio Manager of Fidelity OTC Portfolio

Q. BOB, HOW DID THE FUND PERFORM?

A. The fund did well, returning 27.76% for the six months that ended
January 31, 1999, and 49.54% for the 12 months that ended on the same
date. Those returns lagged the NASDAQ Composite Index's torrid pace of
34.11% and 55.38%, respectively, over the identical six- and 12-month
periods. On the other hand, the fund's returns far exceeded those of
the mid-cap funds average monitored by Lipper Inc., which recorded
six- and 12-month gains of 7.14% and 15.44%, respectively.

Q. WHY DID THE FUND BEAT ITS PEERS SO CONVINCINGLY YET TRAIL THE
INDEX?

A. The NASDAQ index's exceptional gains were largely attributable to
the strong performance of a small circle of large-capitalization
technology growth stocks. Early in January 1999, when valuations for
this type of stock rose to what I felt might be excessive levels, I
pared back those holdings. Unfortunately, I was a little early; those
stocks continued to surge upward through the end of the period. As
they did so, the index pulled ahead of the fund. In comparison with
both the index and OTC Portfolio, the typical fund in the Lipper
average included a lighter weighting of technology stocks, which hurt
the relative performance of the average.

Q. CAN YOU DESCRIBE THE INVESTMENT CLIMATE DURING THE PERIOD?

A. Sure. It was a time of extreme volatility. Amid renewed concerns
about the Asian financial crisis late in the summer, Russia added to
investors' worries by devaluing its currency and defaulting on a
substantial portion of the country's debt. The resulting financial
tremors sent both stock and bond markets into a tailspin from August
through mid-October. Fortunately, the Federal Reserve Board managed to
turn the tide through a series of interest-rate cuts in September,
October and November. The markets responded with substantial
recoveries during the second half of the period.

Q. WHAT SHIFTS DID YOU MAKE IN THE FUND'S SECTOR ALLOCATIONS DURING
THE PERIOD?

A. The biggest changes occurred in technology and health care. When
the recent rally pushed valuations for many technology stocks to
rather heady extremes, I cut back on the fund's technology holdings -
from 51.8% at the end of July to 40.3% at the end of the period. On
the other hand, by January 1999 many health care stocks had sold off
considerably from their levels of early 1998 and were very reasonably
valued. A lot of the money that I took out of technology went into
health care, as evident in the latter's increase from the 7.6%
reported in last summer's annual report to 13.8% at the end of the
period.

Q. WHAT STOCKS PERFORMED WELL DURING THE PERIOD?

A. Microsoft - the fund's largest holding at the end of the period -
was a key contributor to the fund's performance. The company remains a
financial juggernaut, maintaining its dominant position in personal
computer operating systems. Microsoft saw especially rapid growth in
its Windows NT product for larger corporate client-server systems.
Another core holding, MCI WorldCom, also performed well. The company
has done a good job of positioning itself to benefit from the
explosive growth in Internet usage. Moreover, the merger with MCI
allows the company to offer users end-to-end connectivity on its own
network, thereby reducing operating costs and enabling the company to
offer customers higher quality and better security.

Q. WHAT STOCKS DISAPPOINTED YOU?

A. FIRSTPLUS Financial, a lender of home-equity loans, suffered from
the turbulence in the credit markets caused by Russia's actions. The
fund no longer owns that stock. Another weak holding, Aspect
Telecommunications, encountered difficulty when earnings dipped during
the company's attempt to broaden its call-center business to include a
variety of customer care services.

Q. WHAT'S YOUR OUTLOOK, BOB?

A. We've just come through a very strong period for NASDAQ stocks. The
fund's shareholders should keep in mind that historically the NASDAQ
tends to be volatile, with sharp moves up and down. A correction from
current levels would not be surprising. Looking ahead, the outlook is
primarily favorable at this point. If the economy continues its
vibrant growth without prompting the Federal Reserve Board to raise
interest rates, the investing environment should remain constructive.

(checkmark)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,
1999, more than $6.0
billion

MANAGER: Bob 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

BOB BERTELSON ON INVESTING
IN INTERNET STOCKS:

"There's no question that the
Internet is changing the way the
world works, learns and plays.
However, it's an embryonic
industry in which long-term
winners and losers are virtually
impossible to identify now. This
makes selecting Internet
investments challenging, to say
the least.

"Part of the challenge lies in the
fact that the Internet is such an
egalitarian medium. That is, it's
relatively easy for almost anyone
to do business on the Internet
because there are very few
barriers to entry. Consequently, in
the short run, I think we'll see a
high turnover of companies moving
into and out of various
Internet-related businesses, as the
medium experiences growing pains
on its way towards a more stable
and predictable plateau.

"In the next few years, we'll see
technological advances that will
make it possible to access the
Internet at much higher speeds
than are possible currently. Greater
speed will transform the ways in
which people use the medium. For
now, as I watch these changes and
try to identify important trends,
my strategy is a conservative one
that emphasizes `enablers' such as
network equipment providers and
so-called `bandwidth services,'
which provide the connection
between the Internet and the end
user. For now, I think that these
are the most prudent ways to invest
in Internet-related businesses."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF JANUARY
31, 1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE STOCKS 6 MONTHS AGO

Microsoft Corp. 9.5 8.8

MCI WorldCom, Inc. 7.8 7.2

Tele-Communications, Inc. 4.1 1.9
(TCI Group) Series A

Oracle Corp. 3.9 2.9

Amgen, Inc. 3.5 0.8

Comcast Corp. Class A (special) 3.1 1.0

Intel Corp. 2.5 8.0

Biogen, Inc. 1.9 0.3

Ascend Communications, Inc. 1.9 1.5

Quantum Corp. 1.8 1.4

TOP FIVE MARKET SECTORS AS OF
JANUARY 31, 1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE MARKET SECTORS 6
MONTHS AGO

TECHNOLOGY 40.3 51.8

HEALTH 13.8 7.6

MEDIA & LEISURE 11.1 8.9

UTILITIES 10.4 9.8

FINANCE 8.3 9.6

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF JANUARY 31, 1999 *
Row: 1, Col: 1, Value: 93.2
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 6.8
Stocks 93.2%
Bonds 0.0%
Short-term
investments 6.8%
*FOREIGN
INVESTMENTS 2.5%

AS OF JULY 31, 1998 **
Row: 1, Col: 1, Value: 95.59999999999999
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 2.9
Stocks 97.6%
Bonds 0.5%
Short-term
investments 1.9%
**FOREIGN
INVESTMENTS 1.7%

INVESTMENTS JANUARY 31, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 92.8%

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - 0.3%

CHEMICALS & PLASTICS - 0.3%

Ivex Packaging Corp. (a) 400,000 $ 8,825

MacDermid, Inc. 200,000 7,475

16,300

DURABLES - 0.2%

CONSUMER ELECTRONICS - 0.2%

Gemstar International Group 181,900 10,527
Ltd. (a)

ENERGY - 3.7%

ENERGY SERVICES - 0.3%

BJ Services Co. (a) 900,000 13,275

Marine Drilling Companies, 372,000 2,744
Inc. (a)

Noble Drilling Corp. (a) 150,000 2,006

18,025

OIL & GAS - 3.4%

Amerada Hess Corp. 991,000 47,073

Anadarko Petroleum Corp. 500,000 13,531

Apache Corp. 727,700 14,008

Newfield Exploration Co. (a) 1,563,100 29,113

Noble Affiliates, Inc. 1,176,300 23,158

Oryx Energy Co. (a) 1,400,000 17,063

Rio Alto Exploration Ltd. (a) 600,000 5,558

Tosco Corp. 600,000 13,050

Vastar Resources, Inc. 1,239,800 47,655

210,209

TOTAL ENERGY 228,234

FINANCE - 8.3%

BANKS - 3.5%

Comerica, Inc. 300,000 18,731

Compass Bancshares, Inc. 200,000 7,125

Marshall & Ilsley Corp. 1,204,400 71,361

North Fork Bancorp., Inc. 714,000 14,994

Peoples Heritage Financial 1,779,000 32,022
Group, Inc.

Zions Bancorp 1,283,200 74,426

218,659

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

SAVINGS & LOANS - 4.8%

Astoria Financial Corp. 1,108,000 $ 50,691

Bank United Corp. Class A 800,000 32,000

Bay View Capital Corp. 602,821 11,152

Charter One Financial, Inc. 1,519,940 42,558

Dime Bancorp, Inc. 749,000 18,163

Golden State Bancorp, Inc. 1,204,640 22,512

Golden State Bancorp, Inc. 1,139,540 4,807
warrants 12/31/99 (a)

Seacoast Financial Services 337,500 3,670
Corp. (a)

Sovereign Bancorp, Inc. 1,000,000 12,688

Washington Federal, Inc. 503,920 12,944

Washington Mutual, Inc. 1,855,409 77,927

Webster Financial Corp. 335,600 10,026

299,138

TOTAL FINANCE 517,797

HEALTH - 13.8%

DRUGS & PHARMACEUTICALS - 7.2%

Allergan, Inc. 122,800 9,440

Amgen, Inc. (a) 1,700,000 217,281

Aviron (a) 612,300 15,308

Biochem Pharma, Inc. 100,000 2,875

Biogen, Inc. (a) 1,200,000 117,900

Cytyc Corp. (a) 619,000 11,838

Forest Laboratories, Inc. (a) 620,000 28,636

IDEC Pharmaceuticals Corp. (a) 200,000 10,100

Martek Biosciences (a) 300,000 2,363

Medimmune, Inc. (a) 287,200 14,216

Sangstat Medical Corp. (a) 150,000 4,139

Sepracor, Inc. (a) 117,200 13,449

ViroPharma, Inc. (a) 196,600 2,310

449,855

MEDICAL EQUIPMENT & SUPPLIES
- - 2.9%

Biomet, Inc. 389,400 14,262

Boston Scientific Corp. (a) 2,400,000 58,650

Medtronic, Inc. 709,715 56,555

PSS World Medical, Inc. (a) 1,000,000 15,625

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

MEDICAL EQUIPMENT & SUPPLIES
- - CONTINUED

Steris Corp. (a) 1,200,000 $ 36,150

U.S. Surgical Corp. rights 673 0
6/30/00 (a)

181,242

MEDICAL FACILITIES MANAGEMENT
- - 3.7%

Lincare Holdings, Inc. (a) 2,200,000 77,000

Oxford Health Plans, Inc. (a) 800,000 13,850

PacifiCare Health Systems, 1,500,000 106,125
Inc. Class B (a)

Quorum Health Group, Inc. (a) 600,000 5,100

Wellpoint Health Networks, 336,700 25,189
Inc. (a)

227,264

TOTAL HEALTH 858,361

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.5%

ELECTRICAL EQUIPMENT - 0.5%

American Power Conversion 400,000 20,450
Corp. (a)

Vicor Corp. (a) 700,000 8,925

VWR Scientific Products Corp. 200,000 3,575

32,950

MEDIA & LEISURE - 11.1%

BROADCASTING - 8.9%

Cablevision Systems Corp. 136,900 9,224
Class A (a)

Chancellor Media Corp. (a) 846,200 48,657

Comcast Corp. Class A 2,815,000 191,376
(special)

Jacor Communications, Inc. 400,000 27,850
Class A (a)

MediaOne Group, Inc. 100,000 5,606

Sinclair Broadcast Group, 1,000,000 18,875
Inc. Class A (a)

Tele-Communications, Inc. 3,704,148 253,966
(TCI Group) Series A (a)

555,554

ENTERTAINMENT - 1.5%

Tele-Communications, Inc.:

(Liberty Media Group) Series 215,000 11,503
A (a)

(TCI Ventures Group) Series A 2,941,604 80,159
(a)

91,662

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - 0.7%

Outback Steakhouse, Inc. (a) 1,100,000 $ 40,150

TOTAL MEDIA & LEISURE 687,366

RETAIL & WHOLESALE - 1.9%

APPAREL STORES - 0.1%

Ross Stores, Inc. 216,400 8,548

GENERAL MERCHANDISE STORES -
0.8%

Costco Companies, Inc. (a) 246,400 20,420

Dollar Tree Stores, Inc. (a) 129,750 5,604

Michaels Stores, Inc. (a) 400,000 7,500

Nordstrom, Inc. 100,000 4,163

Stein Mart, Inc. (a) 1,684,400 12,107

49,794

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.0%

Bed Bath & Beyond, Inc. (a) 400,000 12,800

Staples, Inc. (a) 1,641,975 47,002

59,802

TOTAL RETAIL & WHOLESALE 118,144

SERVICES - 1.4%

ADVERTISING - 0.9%

Lamar Advertising Co. Class A 501,000 19,664
(a)

Outdoor Systems, Inc. (a) 1,323,575 38,053

57,717

SERVICES - 0.5%

On Assignment, Inc. (a) 178,100 6,567

Robert Half International, 600,000 22,688
Inc. (a)

29,255

TOTAL SERVICES 86,972

TECHNOLOGY - 40.3%

COMMUNICATIONS EQUIPMENT - 4.5%

ADC Telecommunications, Inc. 589,200 23,458
(a)

Ascend Communications, Inc. 1,315,000 114,816
(a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMMUNICATIONS EQUIPMENT -
CONTINUED

Aspect Telecommunications 2,610,200 $ 23,492
Corp. (a)(c)

Cisco Systems, Inc. (a) 301,400 33,625

Davox Corp. (a)(c) 1,000,000 8,625

Level One Communications, 577,900 22,827
Inc. (a)

Natural MicroSystems Corp. (a) 330,000 2,248

OY Nokia AB sponsored ADR 300,000 43,200

Premisys Communications, Inc. 690,000 6,598
(a)

278,889

COMPUTER SERVICES & SOFTWARE
- - 24.0%

Aspect Development, Inc. (a) 980,000 28,298

At Home Corp. Series A (a) 337,500 42,188

Axent Technolgies, Inc. (a) 1,264,100 42,979
(c)

BMC Software, Inc. 800,000 37,350

CBT Group PLC sponsored ADR 1,300,000 23,238
(a)

Check Point Software 500,000 24,250
Technologies Ltd. (a)

Clarify, Inc. (a) 808,800 21,585

Compuware Corp. (a) 1,280,900 84,860

Concord Communications, Inc. 50,000 2,597
(a)

Documentum, Inc. (a) 200,000 4,663

Electronics for Imaging, Inc. 1,353,300 48,719
(a)

Excite, Inc. (a) 462,500 54,806

Fiserv, Inc. (a) 595,950 29,164

GeoTel Communications Corp. 676,000 26,406
(a)

i2 Technologies, Inc. (a) 600,000 20,925

Industri-Matematik 1,232,500 5,469
International Corp. (a)

Legato Systems, Inc. (a) 200,000 12,075

Microsoft Corp. (a) 3,392,100 593,610

Networks Associates, Inc. (a) 700,000 36,663

Oracle Corp. (a) 4,411,800 244,303

Polycom, Inc. (a) 100,000 2,538

RealNetworks, Inc. (a) 100,000 7,081

Siebel Systems, Inc. (a) 1,811,200 79,240

System Software Associates, 835,600 4,387
Inc. (a)

VeriSign, Inc. (a) 34,200 3,258

Veritas Software Corp. 100,000 8,363

Visual Networks, Inc. (a) 50,000 2,006

1,491,021

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - 5.0%

Comverse Technology, Inc. (a) 662,500 $ 55,650

Dell Computer Corp. (a) 249,600 24,960

EMC Corp. (a) 885,700 96,431

Micron Electronics, Inc. (a) 680,100 10,457

Quantum Corp. (a) 4,701,700 112,547

Sun Microsystems, Inc. (a) 100,000 11,175

311,220

ELECTRONIC INSTRUMENTS - 1.5%

Applied Materials, Inc. (a) 149,900 9,472

KLA-Tencor Corp. (a) 550,050 31,765

Kulicke & Soffa Industries, 400,000 11,600
Inc. (a)

Novellus Systems, Inc. (a) 117,000 8,556

Smart Modular Technologies, 777,700 15,943
Inc. (a)

Teradyne, Inc. (a) 293,800 19,354

96,690

ELECTRONICS - 5.3%

Altera Corp. (a) 477,800 30,042

Arm Holdings PLC sponsored 300,000 24,000
ADR (a)

Brightpoint, Inc. (a) 570,200 9,979

EFTC Corp. (a)(c) 800,000 3,375

Galileo Technology Ltd. (a) 1,053,200 25,343
(c)

Intel Corp. 1,096,600 154,552

Microchip Technology, Inc. (a) 2,059,800 59,477

PMC-Sierra, Inc. (a) 83,400 6,198

SDL, Inc. (a) 100,000 5,000

Vitesse Semiconductor Corp. 186,100 9,619
(a)

327,585

TOTAL TECHNOLOGY 2,505,405

TRANSPORTATION - 1.3%

AIR TRANSPORTATION - 0.6%

ASA Holdings, Inc. 250,000 7,813

Comair Holdings, Inc. 490,000 17,977

Midwest Express Holdings, 466,750 13,594
Inc. (a)

39,384

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TRANSPORTATION - CONTINUED

TRUCKING & FREIGHT - 0.7%

Expeditors International of 532,300 $ 24,419
Washington, Inc.

USFreightways Corp. 310,000 10,811

Yellow Corp. 400,000 7,175

42,405

TOTAL TRANSPORTATION 81,789

UTILITIES - 10.0%

CELLULAR - 0.1%

SkyTel Communications, Inc. 400,000 10,550
(a)

TELEPHONE SERVICES - 9.9%

Covad Communications Group, 3,100 164
Inc. (a)

e.spire Communications, Inc. 150,000 778
(a)

IXC Communications, Inc. 255,000 9,053

MCI WorldCom, Inc. (a) 6,086,204 485,375

McLeodUSA, Inc. Class A (a) 538,000 22,361

Metromedia Fiber Network, 555,600 25,453
Inc. Class A (a)

Qwest Communications 984,750 59,023
International, Inc. (a)

WinStar Communications, Inc. 300,000 12,881
(a)

615,088

TOTAL UTILITIES 625,638

TOTAL COMMON STOCKS 5,769,483
(Cost $3,791,690)

CONVERTIBLE PREFERRED STOCKS
- - 0.4%

UTILITIES - 0.4%

TELEPHONE SERVICES - 0.4%

IXC Communications, Inc. 139,493 22,493
$7.25 pay-in-kind (a)(d)
(Cost $15,086)

CASH EQUIVALENTS - 6.8%

MATURITY AMOUNT (000S) VALUE (NOTE 1) (000S)

Investments in repurchase
agreements (U.S. Treasury
obligations), in a joint
trading account at:

4.25%, dated 1/29/99 due $ 5,205 $ 5,203
2/1/99

4.72%, dated 1/29/99 due 120,373 120,326
2/1/99

Taxable Central Cash Fund (b) 300,392,583 300,393

TOTAL CASH EQUIVALENTS 425,922
(Cost $425,922)

TOTAL INVESTMENT IN $ 6,217,898
SECURITIES - 100%
(Cost $4,232,698)

</TABLE>

LEGEND

(a) Non-income producing

(d) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $22,493,000 or 0.4% of net assets.

INCOME TAX INFORMATION

At January 31, 1999, the aggregate cost of investment securities for
income tax purposes was $4,234,176,000. Net unrealized appreciation
aggregated $1,983,722,000, of which $2,193,636,000 related to
appreciated investment securities and $209,914,000 related to
depreciated investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNTS) JANUARY 31, 1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 6,217,898
value (including repurchase
agreements of $125,529)
(cost $4,232,698) - See
accompanying schedule

Cash 1

Receivable for investments 39,615
sold

Receivable for fund shares 40,736
sold

Dividends receivable 536

Interest receivable 1,166

Other receivables 1,633

TOTAL ASSETS 6,301,585

LIABILITIES

Payable for investments $ 164,920
purchased

Payable for fund shares 40,259
redeemed

Accrued management fee 2,420

Other payables and accrued 1,231
expenses

TOTAL LIABILITIES 208,830

NET ASSETS $ 6,092,755

Net Assets consist of:

Paid in capital $ 3,825,805

Accumulated net investment (4,092)
loss

Accumulated undistributed net 285,839
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 1,985,203
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 128,217 $ 6,092,755
shares outstanding

NET ASSET VALUE, offering $47.52
price and redemption price
per share ($6,092,755
(divided by) 128,217 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX MONTHS ENDED
JANUARY 31, 1999 (UNAUDITED)

INVESTMENT INCOME $ 5,246
Dividends

Interest 7,414

TOTAL INCOME 12,660

EXPENSES

Management fee Basic fee $ 14,718

Performance adjustment (3,538)

Transfer agent fees 5,191

Accounting fees and expenses 414

Non-interested trustees' 15
compensation

Custodian fees and expenses 48

Registration fees 294

Audit 30

Legal 18

Miscellaneous 15

Total expenses before 17,205
reductions

Expense reductions (453) 16,752

NET INVESTMENT INCOME (LOSS) (4,092)

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

Investment securities 303,379
(including realized loss of
$3,971 on sales of
investments in affiliated
issuers)

Foreign currency transactions (15) 303,364

Change in net unrealized 997,675
appreciation (depreciation)
on investment securities

NET GAIN (LOSS) 1,301,039

NET INCREASE (DECREASE) IN $ 1,296,947
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, YEAR ENDED JULY 31, 1998
1999 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ (4,092) $ (13,687)
income (loss)

Net realized gain (loss) 303,364 564,676

Change in net unrealized 997,675 (90,852)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,296,947 460,137
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (266,092) (272,886)
from net realized gains

Share transactions Net 2,081,184 3,562,844
proceeds from sales of shares

Reinvestment of distributions 260,154 267,122

Cost of shares redeemed (1,772,426) (3,547,368)

NET INCREASE (DECREASE) IN 568,912 282,598
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 1,599,767 469,849
IN NET ASSETS

NET ASSETS

Beginning of period 4,492,988 4,023,139

End of period (including $ 6,092,755 $ 4,492,988
accumulated net investment
loss of $4,092 and $0,
respectively)

OTHER INFORMATION
Shares

Sold 53,960 94,593

Issued in reinvestment of 8,335 7,806
distributions

Redeemed (46,320) (94,757)

Net increase (decrease) 15,975 7,642

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED JANUARY 31, YEARS ENDED JULY 31,
1999

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 40.03 $ 38.46 $ 31.20 $ 31.09 $ 22.42 $ 25.90
period

Income from Investment
Operations

Net investment income (.03) D (.12) D (.05) D .13 .09 .12
(loss)

Net realized and 9.90 4.21 11.71 1.80 8.79 (.08)
unrealized gain (loss)

Total from investment 9.87 4.09 11.66 1.93 8.88 .04
operations

Less Distributions

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

From net realized gain (2.38) (2.52) (4.32) (1.80) (.12) (3.40)

Total distributions (2.38) (2.52) (4.40) (1.82) (.21) (3.52)

Net asset value, end of period $ 47.52 $ 40.03 $ 38.46 $ 31.20 $ 31.09 $ 22.42

TOTAL RETURN B, C 27.76% 11.87% 41.43% 6.43% 39.98% (.36)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 6,093 $ 4,493 $ 4,023 $ 2,635 $ 2,110 $ 1,230
millions)

Ratio of expenses to average .75% A .76% .85% .83% .82% .89%
net assets

Ratio of expenses to average .73% A, E .75% E .84% E .82% E .81% E .88% E
net assets after expense
reductions

Ratio of net investment (.18)% A (.32)% (.15)% .42% .35% .48%
income (loss) to average net
assets

Portfolio turnover rate 129% A 125% 147% 133% 62% 222%

</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 (LOSS) 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).

NOTES TO FINANCIAL STATEMENTS

For the period ended January 31, 1999 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity OTC Portfolio (the fund) is a fund of Fidelity Securities
Fund (the trust) and is authorized to issue an unlimited number of
shares. The trust is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. The financial statements
have been prepared in conformity with generally accepted accounting
principles which require management to make certain estimates and
assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - CONTINUED

dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.

EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, net operating losses and losses
deferred due to wash sales . The fund also utilized earnings and
profits distributed to shareholders on redemption of shares as a part
of the dividends paid deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Accumulated net investment loss and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences that will reverse
in a subsequent period. Any taxable income or gain remaining at fiscal
year end is distributed in the following year.

SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.

2. OPERATING POLICIES.

JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT - CONTINUED

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.

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 $2,932,809,000 and $2,857,010,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

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 .49% 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 $68,000 on sales of shares of the fund, all of which
was retained. Effective September 30, 1998, the fund's 3% sales charge
was eliminated.

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.

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 $330,000 under this arrangement.

In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $3,000 and $120,000, respectively, under these
arrangements.

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
Aspect Telecommunications Corp. $ 450 $ - $ - $ 23,492
Axent Technologies, Inc. - - - 42,979
Davox Corp. 2,020 - - 8,625
EFTC Corp. 202 - - 3,375
Galileo Technology Ltd. 1,742 9,954 - 25,343
Lattice Semiconductor Corp. - 2,308 - -
TOTALS $ 4,414 $ 12,262 $ - $ 103,814

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OFFICERS

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Abigail P. Johnson, Vice President

Robert Bertelson, Vice President

Eric D. Roiter, Secretary

Richard A. Silver, Treasurer

Matthew N. Karstetter, Deputy 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

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* INDEPENDENT TRUSTEES

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FIDELITY
BLUE CHIP GROWTH
FUND

SEMIANNUAL REPORT

JANUARY 31, 1999

(2 fidelity Logo Graphics)(registered trademark)

CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over
time.

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

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

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

FINANCIAL STATEMENTS 19 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 23 Notes to the financial
statements.

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

(recycle logo) This report is printed on recycled paper using
soy-based inks.

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:

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.

Best regards,
Edward C. Johnson 3d

PERFORMANCE: THE BOTTOM LINE

CUMULATIVE TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PERIODS ENDED JANUARY 31, 1999 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY BLUE CHIP GROWTH 18.78% 39.05% 181.59% 686.68%

S&P 500 (registered trademark) 15.02% 32.49% 196.12% 462.78%

Growth Funds Average 13.23% 27.06% 142.23% 376.31%

</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 returns to the performance
of the Standard & Poor's 500 Index - a market capitalization-weighted
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 Inc. The past six months average represents a peer
group of 1,109 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, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY BLUE CHIP GROWTH 39.05% 23.00% 22.91%

S&P 500 32.49% 24.25% 18.86%

Growth Funds Average 27.06% 18.92% 16.41%

$10,000 OVER 10 YEARS
Blue Chip Growth S&P 500
00312 SP001
1989/01/31 10000.00 10000.00
1989/02/28 9700.18 9751.00
1989/03/31 9929.45 9978.20
1989/04/30 10608.47 10496.07
1989/05/31 11296.30 10921.16
1989/06/30 10899.47 10858.91
1989/07/31 11957.67 11839.47
1989/08/31 12248.68 12071.52
1989/09/30 12551.75 12022.03
1989/10/31 12364.94 11743.12
1989/11/30 12578.43 11982.68
1989/12/31 12686.48 12270.26
1990/01/31 11624.02 11446.92
1990/02/28 11939.16 11594.59
1990/03/31 12533.41 11901.85
1990/04/30 12416.36 11604.30
1990/05/31 13820.97 12735.72
1990/06/30 14136.11 12649.12
1990/07/31 13802.96 12608.64
1990/08/31 12614.45 11468.82
1990/09/30 12018.57 10910.29
1990/10/31 11946.33 10863.37
1990/11/30 12704.82 11565.15
1990/12/31 13130.69 11887.81
1991/01/31 14158.94 12406.12
1991/02/28 15250.89 13293.16
1991/03/31 16015.25 13614.86
1991/04/30 15842.36 13647.53
1991/05/31 16679.52 14237.10
1991/06/30 15842.36 13585.05
1991/07/31 17234.60 14218.11
1991/08/31 17989.86 14555.08
1991/09/30 17707.96 14312.01
1991/10/31 18063.22 14503.79
1991/11/30 17680.64 13919.29
1991/12/31 20327.48 15511.65
1992/01/31 19687.96 15223.14
1992/02/29 19779.32 15421.04
1992/03/31 19240.30 15120.33
1992/04/30 19496.11 15564.86
1992/05/31 19898.09 15641.13
1992/06/30 19322.52 15408.08
1992/07/31 20117.35 16038.27
1992/08/31 19907.22 15709.48
1992/09/30 20171.57 15894.86
1992/10/31 20451.60 15950.49
1992/11/30 21525.06 16494.40
1992/12/31 21582.01 16697.28
1993/01/31 21629.28 16837.54
1993/02/28 21487.48 17066.53
1993/03/31 22527.35 17426.63
1993/04/30 22886.58 17004.91
1993/05/31 24087.15 17460.64
1993/06/30 24314.03 17511.28
1993/07/31 24314.03 17441.23
1993/08/31 25826.57 18102.25
1993/09/30 26364.02 17962.87
1993/10/31 26658.71 18334.70
1993/11/30 25848.32 18160.52
1993/12/31 26870.22 18380.26
1994/01/31 27937.47 19005.19
1994/02/28 27959.70 18490.15
1994/03/31 27081.45 17683.98
1994/04/30 27881.88 17910.33
1994/05/31 28237.63 18204.06
1994/06/30 27259.32 17758.06
1994/07/31 27948.59 18340.53
1994/08/31 29460.52 19092.49
1994/09/30 29373.02 18624.72
1994/10/31 30729.04 19043.78
1994/11/30 29126.47 18350.20
1994/12/31 29516.92 18622.34
1995/01/31 28777.58 19105.22
1995/02/28 29733.04 19849.75
1995/03/31 30984.24 20435.51
1995/04/30 32133.07 21037.34
1995/05/31 32849.66 21878.20
1995/06/30 34669.59 22386.43
1995/07/31 37069.62 23128.76
1995/08/31 37456.35 23186.82
1995/09/30 37868.81 24165.30
1995/10/31 36915.24 24079.03
1995/11/30 38190.64 25136.10
1995/12/31 37892.72 25620.22
1996/01/31 38409.94 26492.33
1996/02/29 38102.07 26737.92
1996/03/31 38570.03 26995.40
1996/04/30 38779.38 27393.32
1996/05/31 39567.53 28099.79
1996/06/30 39690.68 28206.85
1996/07/31 37880.40 26960.67
1996/08/31 38865.59 27529.27
1996/09/30 41187.87 29078.62
1996/10/31 41801.22 29880.61
1996/11/30 44827.98 32139.28
1996/12/31 43720.22 31502.60
1997/01/31 46261.32 33470.89
1997/02/28 45980.46 33733.30
1997/03/31 43720.22 32347.20
1997/04/30 46381.69 34278.32
1997/05/31 49096.65 36365.19
1997/06/30 51035.91 37994.35
1997/07/31 55115.03 41017.56
1997/08/31 52359.95 38719.76
1997/09/30 54967.58 40840.44
1997/10/31 53144.08 39476.37
1997/11/30 54774.18 41303.73
1997/12/31 55533.80 42012.91
1998/01/31 56575.24 42477.58
1998/02/28 60614.31 45541.06
1998/03/31 63302.34 47873.22
1998/04/30 63837.13 48354.82
1998/05/31 62570.52 47523.60
1998/06/30 65976.30 49454.01
1998/07/31 66229.62 48927.32
1998/08/31 56434.50 41853.41
1998/09/30 60668.37 44534.54
1998/10/31 64767.38 48156.98
1998/11/30 69178.28 51075.78
1998/12/31 74836.70 54018.76
1999/01/29 78668.38 56277.83
IMATRL PRASUN SHR__CHT 19990131 19990211 143456 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Blue Chip Growth Fund on January 31, 1989. As the
chart shows, by January 31, 1999, the value of the investment would
have grown to $78,668 - a 686.68% increase on the initial investment.
For comparison, look at how the Standard & Poor's 500 Index did over
the same period. With dividends and capital gains, if any, reinvested,
the same $10,000 would have grown to $56,278 - a 462.78% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

The first month of 1999 proved to
be a continuation of 1998's strong
U.S. stock market performance.
For the six-month period ending
January 31, 1999, the Standard
and Poor's 500 Index - a popular
performance measure of U.S. stock
markets - returned 15.02%. In
the early stages of the six-month
period, U.S. equity markets were
staggering toward a deep abyss,
one they would fall into on the news
of Russia's currency devaluation
and loan defaults. Faced with
global economic chaos, investors
began fleeing the equity markets
in droves, searching for safer, less
volatile havens - particularly U.S.
Treasuries. To address the lack of
confidence in domestic and global
equity markets, the U.S. Federal
Reserve Board intervened with three
separate 0.25% interest-rate cuts in
the late fall. Those cuts, combined
with skyrocketing Internet and
technology advances, helped stocks
to quickly ascend to - and even
surpass - their former lofty levels.
At the end of 1998, the S&P 500
recorded its unprecedented
fourth-straight year of returns
exceeding 20%. Despite some
instances of profit-taking in
technology issues and concerns
over Brazil's currency devaluation
in the first month of 1999, the
S&P 500 index, Dow Jones
Industrial Average and NASDAQ
all reached record highs in
January.

(photograph of John McDowell)

An interview with John McDowell, Portfolio Manager of Fidelity Blue
Chip Growth Fund

Q. JOHN, HOW DID THE FUND PERFORM?

A. It did very well. For the six months that ended January 31, 1999,
the fund returned 18.78%, beating the 15.02% return of the Standard &
Poor's 500 Index and the 13.23% return posted by the growth funds
average tracked by Lipper Inc. For the 12 months that ended January
31, 1999, the fund returned 39.05%, compared to 32.49% for the S&P 500
and 27.06% for the Lipper growth funds average.

Q. WHAT HELPED THE FUND POST SUCH A STRONG PERFORMANCE?

A. Over the past six months, the strong performance of the S&P 500 was
dominated by certain technology and telecommunications stocks. The
fund's performance was bolstered by its blue-chip technology
investments, including Microsoft, Intel and Cisco Systems, and from
maintaining a heavier weighting in that sector than was represented in
the S&P 500. Having a smaller stake in the underperforming finance
sector than the S&P 500 also helped the fund. Relative to its peers,
the fund probably benefited by having a bigger stake in
larger-capitalization, blue-chip companies than the average growth
fund. Large-company, blue-chip stocks generally posted the best
relative performance.

Q. TECHNOLOGY AND HEALTH CARE REMAINED THE FUND'S LARGEST SECTOR
WEIGHTINGS, COMBINING TO REPRESENT MORE THAN 46% OF INVESTMENTS. WHAT
DID YOU LIKE ABOUT THESE SECTORS?

A. As long as technology proves to be among the market's leading
growth sectors, it will be attractive to this fund. Sectors such as
finance and energy that offer less compelling earnings growth rates
generally make up a smaller proportion of the fund. It's important to
remember that decisions regarding the fund's make-up are not made
based on outlooks for particular market sectors, but rather are made
on a company-by-company basis. In terms of the fund's health care
position, that stake was largely made up of pharmaceutical companies
such as Merck, Lilly, Pfizer and Schering-Plough. These companies have
proven themselves able to develop and market new drug products that
help them post strong earnings growth.

Q. WHAT MOVES DID YOU MAKE WITH THE FUND DURING THE MARKET VOLATILITY
IN THE SECOND HALF OF 1998?

A. The investment discipline that I pursue - and which is described in
more detail at the end of this interview - generally doesn't change
with market conditions. Market volatility caused the prices of some
company stocks to drop to attractive levels. As a result, I used the
opportunity to pick up some stocks on the cheap.

Q. WHICH STOCKS WERE AMONG THE TOP CONTRIBUTORS TO THE FUND'S
PERFORMANCE? WHICH PROVED TO BE DISAPPOINTMENTS?

A. As I said, many technology shares did well, rebounding from a
slowdown caused by an inventory build-up early in 1998 and fears that
reduced demand from Asia would hurt the industry. Microsoft was the
top performer, consistently beating earnings expectations through
better-than-expected sales of its Windows and Office software. Intel
also performed well, succeeding in its attempt to produce ever-faster
microprocessors. Two other tech companies benefited from the explosion
of the Internet: Cisco Systems, which makes routers used to direct
Internet traffic, and America Online, which benefited from increased
Internet usage, Web commerce and increasing advertising revenues. On
the downside, an underweighting relative to the S&P in telephone
utilities stocks, especially among the regional Bell operating
companies, hurt the fund. While these stocks did well, I was worried
about what a more competitive landscape would do to their earnings,
and thus didn't invest in them. Coca-Cola also disappointed, as its
earnings were hurt by problems in its overseas business, especially in
Russia.

Q. WHAT'S YOUR OUTLOOK?

A. I don't foresee any significant overall earnings growth in the
market this year or any big moves in interest rates. I will continue
to look for companies with good competitive positions, selling at
reasonable valuations and offering solid earnings growth over the next
12 months. We've seen extraordinary stock-price growth in the market
over the past few years, during a time of average earnings growth.
Investors need to understand that returns such as we've seen over the
past few years are the exception, not the rule, and should therefore
temper their expectations.

(checkmark)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,
1999, more than $21.4
billion

MANAGER: John McDowell,
since 1996; leader, Fidelity
Growth Funds Group; manager,
Fidelity Large-Cap Stock
Fund, 1995-1996; joined
Fidelity in 1985

JOHN MCDOWELL ON HIS
INVESTMENT DISCIPLINE:

"When selecting stocks for the
Fidelity Blue Chip Growth Fund, I
start first by looking at companies
with market capitalizations in
excess of $1 billion. I look for
companies that offer projected
long-term growth rates of 10% or
more, with strong current
earnings momentum. The
companies also tend to enjoy a
dominant franchise with
sustainable competitive
advantages. I then construct a
portfolio of stocks that I believe
offers the best investment value,
while strictly monitoring the
fund's exposure to particular
stocks, industries or market
capitalizations in order to keep it
diversified.

"I'll tend to sell a stock when our
research indicates a reduction in
its near-term earnings growth or if
there is a deterioration in the
longer-term prospects for the
company. In addition, I may sell a
stock when its price increases to
the point where it is too expensive
relative to the market, its industry
or its historical valuation."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF JANUARY
31, 1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE STOCKS 6 MONTHS AGO

Microsoft Corp. 4.8 3.3

General Electric Co. 3.6 3.3

Intel Corp. 2.9 2.0

Merck & Co., Inc. 2.5 2.2

Cisco Systems, Inc. 2.3 1.2

Philip Morris Companies, Inc. 2.2 2.4

Lilly (Eli) & Co. 1.9 1.3

Wal-Mart Stores, Inc. 1.8 1.7

Pfizer, Inc. 1.7 1.1

Bristol-Myers Squibb Co. 1.7 2.0

TOP FIVE MARKET SECTORS AS OF
JANUARY 31, 1999

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS IN
THESE MARKET SECTORS 6
MONTHS AGO

TECHNOLOGY 28.6 23.2

HEALTH 17.6 17.9

NONDURABLES 9.7 11.5

RETAIL & WHOLESALE 8.6 8.1

FINANCE 8.4 11.7

</TABLE>

ASSET ALLOCATION (% OF FUND'S
INVESTMENTS)

AS OF JANUARY 31, 1999 *
Row: 1, Col: 1, Value: 95.7
Row: 1, Col: 2, Value: 4.3
Stocks 95.7%
Short-term
investments 4.3%
*FOREIGN
INVESTMENTS 1.0%

AS OF JULY 31, 1998 **
Row: 1, Col: 1, Value: 96.09999999999999
Row: 1, Col: 2, Value: 3.9
Stocks 96.1%
Short-term
investments 3.9%
**FOREIGN
INVESTMENTS 3.3%

INVESTMENTS JANUARY 31, 1999 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 95.7%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 0.9%

AEROSPACE & DEFENSE - 0.5%

Boeing Co. 955,400 $ 33,021

Textron, Inc. 1,086,220 80,856

113,877

SHIP BUILDING & REPAIR - 0.4%

General Dynamics Corp. 1,287,700 74,848

TOTAL AEROSPACE & DEFENSE 188,725

BASIC INDUSTRIES - 1.0%

CHEMICALS & PLASTICS - 0.3%

Monsanto Co. 1,474,900 70,150

PACKAGING & CONTAINERS - 0.7%

Corning, Inc. 1,581,400 77,093

Owens-Illinois, Inc. (a) 2,028,800 59,342

136,435

TOTAL BASIC INDUSTRIES 206,585

CONSTRUCTION & REAL ESTATE -
0.5%

BUILDING MATERIALS - 0.5%

Masco Corp. 2,272,600 73,433

Sherwin-Williams Co. 1,139,500 29,200

102,633

DURABLES - 0.7%

CONSUMER ELECTRONICS - 0.2%

Newell Co. 1,341,400 55,752

HOME FURNISHINGS - 0.3%

Leggett & Platt, Inc. 3,309,800 67,437

TEXTILES & APPAREL - 0.2%

NIKE, Inc. Class B 802,800 36,728

TOTAL DURABLES 159,917

ENERGY - 2.8%

ENERGY SERVICES - 0.9%

Halliburton Co. 3,648,400 108,312

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

ENERGY SERVICES - CONTINUED

Noble Drilling Corp. (a) 1,277,400 $ 17,085

Schlumberger Ltd. 1,115,100 53,107

178,504

OIL & GAS - 1.9%

Anadarko Petroleum Corp. 2,047,700 55,416

Exxon Corp. 2,267,800 159,738

Texaco, Inc. 1,909,100 90,444

Total SA Class B 740,200 75,778

USX-Marathon Group 1,509,000 34,330

415,706

TOTAL ENERGY 594,210

FINANCE - 8.4%

BANKS - 0.9%

Bank of New York Co., Inc. 3,762,800 133,579

U.S. Bancorp 1,888,100 63,605

197,184

CREDIT & OTHER FINANCE - 3.1%

American Express Co. 1,537,943 158,216

Associates First Capital 2,432,800 98,680
Corp. Class A

Citigroup, Inc. 2,857,500 160,199

Fleet Financial Group, Inc. 2,115,800 93,756

Household International, Inc. 1,075,000 47,233

Providian Financial Corp. 1,023,300 103,161

661,245

FEDERAL SPONSORED CREDIT - 2.3%

Fannie Mae 3,736,200 272,276

Freddie Mac 3,830,600 237,497

509,773

INSURANCE - 1.7%

Ambac Financial Group, Inc. 1,592,700 95,263

American International Group, 1,596,350 164,324
Inc.

MGIC Investment Corp. 999,800 36,618

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

INSURANCE - CONTINUED

Progressive Corp. 148,600 $ 18,566

UNUM Corp. 778,800 47,069

361,840

SAVINGS & LOANS - 0.4%

Washington Mutual, Inc. 2,117,250 88,925

TOTAL FINANCE 1,818,967

HEALTH - 17.6%

DRUGS & PHARMACEUTICALS - 13.2%

American Home Products Corp. 3,243,600 190,359

Amgen, Inc. (a) 1,148,500 146,793

Bristol-Myers Squibb Co. 2,829,300 362,681

Elan Corp. PLC ADR (a) 957,300 64,618

Genentech, Inc. (special) (a) 382,800 31,150

Genzyme Corp. (General 474,500 25,860
Division)

Lilly (Eli) & Co. 4,273,100 400,336

Merck & Co., Inc. 3,755,800 551,164

Pfizer, Inc. 2,939,700 378,119

Quintiles Transnational Corp. 1,190,200 61,593
(a)

Schering-Plough Corp. 6,637,500 361,744

Warner-Lambert Co. 3,842,300 277,366

2,851,783

MEDICAL EQUIPMENT & SUPPLIES
- - 4.1%

Abbott Laboratories 2,857,400 132,691

Becton, Dickinson & Co. 2,410,000 86,158

Bergen Brunswig Corp. Class A 718,500 20,118

Cardinal Health, Inc. 1,715,550 126,843

Guidant Corp. 1,406,600 82,901

Johnson & Johnson 3,850,000 327,250

Medtronic, Inc. 1,397,700 111,379

887,340

MEDICAL FACILITIES MANAGEMENT
- - 0.3%

Health Management Associates, 5,080,850 63,828
Inc. Class A (a)

TOTAL HEALTH 3,802,951

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.1%

ELECTRICAL EQUIPMENT - 3.6%

General Electric Co. 7,406,700 $ 776,778

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.3%

Illinois Tool Works, Inc. 828,400 49,963

Ingersoll-Rand Co. 1,734,050 82,367

Tyco International Ltd. 1,900,600 146,465

278,795

POLLUTION CONTROL - 0.2%

Waste Management, Inc. 970,690 48,474

TOTAL INDUSTRIAL MACHINERY & 1,104,047
EQUIPMENT

MEDIA & LEISURE - 6.1%

BROADCASTING - 3.5%

Cablevision Systems Corp. 613,600 41,341
Class A (a)

CBS Corp. 2,702,700 91,892

Clear Channel Communications, 1,404,200 86,885
Inc. (a)

Comcast Corp. Class A 1,776,900 120,801
(special)

Cox Communications, Inc. 946,800 68,051
Class A (a)

Infinity Broadcasting Corp. 471,000 13,041
Class A (a)

MediaOne Group, Inc. 1,181,200 66,221

Tele-Communications, Inc. 1,498,600 102,748
(TCI Group) Series A

Time Warner, Inc. 2,680,204 167,513

758,493

ENTERTAINMENT - 0.6%

Disney (Walt) Co. 3,596,300 118,678

Iwerks Entertainment, Inc. 82 -
warrants 7/2/99 (a)

118,678

PUBLISHING - 0.6%

Gannet, Inc. 783,300 51,551

Tribune Co. 1,275,800 81,571

133,122

RESTAURANTS - 1.4%

Brinker International, Inc. 1,703,500 46,846
(a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - CONTINUED

Darden Restaurants, Inc. 420,700 $ 7,888

McDonald's Corp. 3,045,000 239,984

294,718

TOTAL MEDIA & LEISURE 1,305,011

NONDURABLES - 9.7%

BEVERAGES - 2.5%

Anheuser-Busch Companies, 418,700 29,597
Inc.

Coca-Cola Co. (The) 4,434,200 290,163

PepsiCo, Inc. 5,827,600 227,641

547,401

FOODS - 1.4%

Heinz (H.J.) Co. 1,230,000 69,264

Hershey Foods Corp. 961,600 54,090

Quaker Oats Co. 1,354,800 75,361

Ralston Purina Co. 1,209,300 33,105

Sara Lee Corp. 2,864,000 73,032

304,852

HOUSEHOLD PRODUCTS - 3.6%

Avon Products, Inc. 1,371,000 50,641

Clorox Co. 1,099,050 137,519

Colgate-Palmolive Co. 521,000 41,908

Gillette Co. 3,670,800 215,660

Procter & Gamble Co. 3,529,800 320,771

766,499

TOBACCO - 2.2%

Philip Morris Companies, Inc. 10,255,400 482,004

TOTAL NONDURABLES 2,100,756

RETAIL & WHOLESALE - 8.6%

APPAREL STORES - 0.9%

Gap, Inc. 2,210,200 141,867

TJX Companies, Inc. 1,908,200 56,411

198,278

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

DRUG STORES - 1.0%

CVS Corp. 1,173,700 $ 64,260

Rite Aid Corp. 726,600 35,694

Walgreen Co. 2,008,300 125,519

225,473

GENERAL MERCHANDISE STORES -
3.2%

Costco Companies, Inc. (a) 1,292,300 107,099

Dayton Hudson Corp. 2,392,600 152,528

Nordstrom, Inc. 1,152,300 47,964

Wal-Mart Stores, Inc. 4,340,200 373,257

680,848

GROCERY STORES - 1.6%

Albertson's, Inc. 1,066,100 65,032

Meyer (Fred), Inc. (a) 1,405,700 87,856

Safeway, Inc. (a) 3,543,300 198,868

351,756

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.9%

Best Buy Co., Inc. (a) 1,037,900 94,189

Home Depot, Inc. 3,520,400 212,544

Staples, Inc. (a) 3,438,675 98,432

405,165

TOTAL RETAIL & WHOLESALE 1,861,520

SERVICES - 0.8%

ADVERTISING - 0.8%

Omnicom Group, Inc. 2,525,000 161,600

SERVICES - 0.0%

Service Corp. International 655,100 10,400

TOTAL SERVICES 172,000

TECHNOLOGY - 28.6%

COMMUNICATIONS EQUIPMENT - 4.6%

ADC Telecommunications, Inc. 940,900 37,460
(a)

Ascend Communications, Inc. 1,399,600 122,203
(a)

Aspect Telecommunications 782,600 7,043
Corp. (a)

Cisco Systems, Inc. (a) 4,411,425 492,150

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMMUNICATIONS EQUIPMENT -
CONTINUED

Lucent Technologies, Inc. 2,787,542 $ 313,773

OY Nokia AB sponsored ADR 84,000 12,096

984,725

COMPUTER SERVICES & SOFTWARE
- - 10.5%

America Online, Inc. 1,355,400 238,127

Automatic Data Processing, 3,288,580 139,970
Inc.

BMC Software, Inc. 1,344,300 62,762

Ceridian Corp. (a) 570,641 45,295

Computer Associates 627,650 31,775
International, Inc.

Compuware Corp. (a) 1,642,400 108,809

DST Systems, Inc. (a) 733,700 45,444

Electronic Data Systems Corp. 1,517,900 79,595

Equifax, Inc. 1,502,700 59,451

IMS Health, Inc. 2,865,700 104,956

J.D. Edwards & Co. (a) 1,018,100 20,680

Microsoft Corp. (a) 5,966,900 1,044,206

Networks Associates, Inc. (a) 1,105,800 57,916

Oracle Corp. (a) 2,436,200 134,905

Shared Medical Systems Corp. 891,700 41,910

SunGard Data Systems, Inc. (a) 1,334,500 47,875

2,263,676

COMPUTERS & OFFICE EQUIPMENT
- - 6.3%

Comdisco, Inc. 2,156,500 28,843

Compaq Computer Corp. 4,034,000 192,119

Dell Computer Corp. (a) 2,609,300 260,930

EMC Corp. (a) 1,581,000 172,131

Fore Systems, Inc. (a) 1,070,100 17,991

Gateway 2000, Inc. (a) 592,400 45,763

Hewlett-Packard Co. 1,388,200 108,800

International Business 1,161,400 212,827
Machines Corp.

Lexmark International Group, 272,400 30,815
Inc. Class A (a)

Pitney Bowes, Inc. 3,023,600 208,061

Xerox Corp. 638,200 79,137

1,357,417

ELECTRONIC INSTRUMENTS - 1.2%

Applied Materials, Inc. (a) 1,519,500 96,013

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONIC INSTRUMENTS -
CONTINUED

Novellus Systems, Inc. (a) 1,514,900 $ 110,777

Perkin-Elmer Corp. 615,600 58,520

265,310

ELECTRONICS - 6.0%

Intel Corp. 4,387,360 618,344

Linear Technology Corp. 1,205,790 122,689

Maxim Integrated Products, 725,500 37,318
Inc. (a)

Micron Technology, Inc. (a) 2,071,300 161,820

Motorola, Inc. 903,700 65,292

Texas Instruments, Inc. 1,670,600 165,181

Xilinx, Inc. 1,573,300 130,584

1,301,228

TOTAL TECHNOLOGY 6,172,356

TRANSPORTATION - 0.2%

RAILROADS - 0.2%

Union Pacific Corp. 750,000 38,578

UTILITIES - 4.7%

CELLULAR - 0.7%

AirTouch Communications, Inc. 1,296,700 125,213
(a)

Nextel Communications, Inc. 1,014,200 32,454
Class A (a)

157,667

ELECTRIC UTILITY - 0.3%

AES Corp. (a) 373,900 12,596

CMS Energy Corp. 1,284,800 55,006

67,602

TELEPHONE SERVICES - 3.7%

AT&T Corp. 2,424,500 220,023

MCI WorldCom, Inc. (a) 4,185,933 333,828

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Qwest Communications 1,340,000 $ 80,316
International, Inc. (a)

SBC Communications, Inc. 2,870,900 155,029

789,196

TOTAL UTILITIES 1,014,465

TOTAL COMMON STOCKS 20,642,721
(Cost $12,453,894)

CASH EQUIVALENTS - 4.3%

Taxable Central Cash Fund (b) 930,399,096 930,399
(Cost $930,399)

TOTAL INVESTMENT IN $ 21,573,120
SECURITIES - 100%
(Cost $13,384,293)

</TABLE>

LEGEND

(a) Non-income producing

INCOME TAX INFORMATION

At January 31, 1999, the aggregate cost of investment securities for
income tax purposes was $13,387,062,000. Net unrealized appreciation
aggregated $8,186,058,000, of which $8,454,853,000 related to
appreciated investment securities and $268,795,000 related to
depreciated investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) JANUARY 31, 1999 (UNAUDITED)

ASSETS

Investment in securities, at $ 21,573,120
value (cost $13,384,293) -
See accompanying schedule

Receivable for investments 74,629
sold

Receivable for fund shares 70,132
sold

Dividends receivable 12,247

Interest receivable 3,665

Other receivables 1,157

TOTAL ASSETS 21,734,950

LIABILITIES

Payable for investments $ 243,377
purchased

Payable for fund shares 40,971
redeemed

Accrued management fee 8,471

Other payables and accrued 4,491
expenses

TOTAL LIABILITIES 297,310

NET ASSETS $ 21,437,640

Net Assets consist of:

Paid in capital $ 12,976,777

Undistributed net investment 31,098
income

Accumulated undistributed net 240,880
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 8,188,885
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 404,717 $ 21,437,640
shares outstanding

NET ASSET VALUE, offering $52.97
price and redemption price
per share ($21,437,640
(divided by) 404,717 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31,
1999 (UNAUDITED)

INVESTMENT INCOME $ 73,704
Dividends

Interest 17,803

TOTAL INCOME 91,507

EXPENSES

Management fee Basic fee $ 51,289

Performance adjustment (11,087)

Transfer agent fees 19,994

Accounting fees and expenses 418

Non-interested trustees' 43
compensation

Custodian fees and expenses 179

Registration fees 864

Audit 47

Legal 72

Miscellaneous 50

Total expenses before 61,869
reductions

Expense reductions (1,559) 60,310

NET INVESTMENT INCOME 31,197

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

Investment securities 246,399

Foreign currency transactions 359 246,758

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 3,018,995

Assets and liabilities in (38) 3,018,957
foreign currencies

NET GAIN (LOSS) 3,265,715

NET INCREASE (DECREASE) IN $ 3,296,912
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, YEAR ENDED JULY 31, 1998
1999 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 31,197 $ 74,647
income

Net realized gain (loss) 246,758 1,047,466

Change in net unrealized 3,018,957 1,649,287
appreciation (depreciation)

NET INCREASE (DECREASE) IN 3,296,912 2,771,400
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (36,305) (83,745)
From net investment income

From net realized gain (747,877) (562,631)

TOTAL DISTRIBUTIONS (784,182) (646,376)

Share transactions Net 3,665,928 5,357,347
proceeds from sales of shares

Reinvestment of distributions 766,935 636,271

Cost of shares redeemed (2,514,194) (3,989,701)

NET INCREASE (DECREASE) IN 1,918,669 2,003,917
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 4,431,399 4,128,941
IN NET ASSETS

NET ASSETS

Beginning of period 17,006,241 12,877,300

End of period (including $ 21,437,640 $ 17,006,241
undistributed net investment
income of $31,098 and
$41,266, respectively)

OTHER INFORMATION
Shares

Sold 79,621 126,191

Issued in reinvestment of 19,630 16,359
distributions

Redeemed (55,885) (93,696)

Net increase (decrease) 43,366 48,854

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED JANUARY 31, YEARS ENDED JULY 31,
1999

(UNAUDITED) 1998 1997 1996 1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 47.06 $ 41.21 $ 30.76 $ 32.59 $ 25.14 $ 25.72
period

Income from Investment
Operations

Net investment income .08 D .22 D .28 D .34 .07 D .12

Net realized and 7.99 7.64 12.70 .42 7.96 3.43
unrealized gain (loss)

Total from investment 8.07 7.86 12.98 .76 8.03 3.55
operations

Less Distributions

From net investment income (.10) (.26) (.28) (.12) - (.01)

From net realized gain (2.06) (1.75) (2.25) (2.47) (.58) (4.12)

Total distributions (2.16) (2.01) (2.53) (2.59) (.58) (4.13)

Net asset value, end of $ 52.97 $ 47.06 $ 41.21 $ 30.76 $ 32.59 $ 25.14
period

TOTAL RETURN B, C 18.78% 20.17% 45.50% 2.19% 32.64% 14.95%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 21,438 $ 17,006 $ 12,877 $ 8,179 $ 6,421 $ 2,229
(in millions)

Ratio of expenses to average .71% A .72% .80% .98% 1.05% 1.27%
net assets

Ratio of expenses to average .70% A, E .70% E .78%E .95%E 1.02%E 1.22%E
net assets after expense
reductions

Ratio of net investment .36% A .52% .81% 1.10% .25% .21%
income to average net assets

Portfolio turnover rate 40% A 49% 51% 206% 182% 271%

</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).

NOTES TO FINANCIAL STATEMENTS

For the period ended January 31, 1999 (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, as an open-end management investment company
organized as a Massachusetts business trust. The financial statements
have been prepared in conformity with generally accepted accounting
principles which require management to make certain estimates and
assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INVESTMENT INCOME - 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.

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.

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT - CONTINUED

accounts. These balances are invested in one or more repurchase
agreements for U.S. Treasury or Federal Agency obligations.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $4,258,499,000 and $3,346,391,000, 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 .46% 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 received a sales
charge of up to 3% for

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

SALES LOAD - CONTINUED

selling shares of the fund. Effective September 30, 1998, the fund's
3% sales charge was eliminated. 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 $755,000 of which $0 was retained, and deferred sales
charges of $0 respectively, on sales of shares of the fund.

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.

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 $1,109,000 under this arrangement.

In addition, the fund has entered into an arrangement with its
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 transfer agent fees were reduced by $450,000
under this arrangement.

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)
TOUCHTONE XPRESS
1-800-544-5555

PRESS

BY PC

Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.

(COMPUTER_GRAPHIC)
FIDELITY'S WEB SITE
WWW.FIDELITY.COM

(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)

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

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

455 Market Street
San Francisco, CA

950 Northgate Drive
San Rafael, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

COLORADO

1625 Broadway
Denver, CO

CONNECTICUT

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

DELAWARE

222 Delaware Avenue
Wilmington, DE

FLORIDA

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

4090 N. Ocean Boulevard
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

3 Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

1 West Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

470 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

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

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

(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 P. Johnson, Vice President

John McDowell, Vice President

Eric D. Roiter, Secretary

Richard A. Silver, Treasurer

Matthew N. Karstetter, Deputy 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

Aggressive Growth Fund

Blue Chip Growth Fund

Capital Appreciation Fund

Contrafund SM

ContrafundII SM

Disciplined Equity Fund

Dividend Growth Fund

Export and Multinational Fund

Fidelity Fifty SM

Growth Company Fund

Large Cap Stock Fund

Low-Priced Stock Fund

Magellan(registered trademark) Fund

Mid-Cap Stock Fund

New Millennium Fund(registered trademark)

OTC Portfolio

Retirement Growth Fund

Small Cap Selector

Small Cap Stock 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)

TouchTone Xpress (registered trademark) (AUTOMATED GRAPHIC)
1-800-544-5555

(AUTOMATED GRAPHIC) AUTOMATED LINE FOR QUICKEST SERVICE

(Fidelity Logo Graphic)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com