FIDELITY SECURITIES FUND, N-30D, 2000-03-22

FIDELITY SECURITIES FUND
N-30D, 2000-03-22

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FIDELITY(REGISTERED TRADEMARK)
BLUE CHIP GROWTH
FUND

SEMIANNUAL REPORT
JANUARY 31, 2000

(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 20 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 24 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.

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 1-800-544-6666 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 no major Y2K glitches disrupted the financial markets to start
the new year, inflation worries re-emerged to hinder stock performance
throughout January. The S&P 500(Registered trademark) and Dow Jones
Industrial Average each fell approximately 5%, while the
technology-oriented NASDAQ Index dropped more than 3% for the month.
In bond markets, the potential for further rate hikes as a pre-emptive
move against inflation continued to be an obstacle to fixed-income
performance.

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 1-800-544-6666, 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). Total returns do not include the effect of the
3.00% sales load which was eliminated as of September 30, 1998.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CUMULATIVE TOTAL RETURNS

PERIODS ENDED JANUARY 31, 2000 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY BLUE CHIP GROWTH 13.33% 13.82% 211.15% 670.31%

S&P 500 5.59% 10.35% 225.05% 442.52%

Growth Funds Average 14.39% 18.90% 199.36% 395.44%

</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 500SM 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 1,291 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges. Lipper has created new comparison
categories that group funds according to portfolio characteristics and
capitalization, as well as by capitalization only. These averages are
listed on page 5 of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED JANUARY 31, 2000 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY BLUE CHIP GROWTH 13.82% 25.49% 22.65%

S&P 500 10.35% 26.59% 18.42%

Growth Funds Average 18.90% 23.84% 16.85%

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
Blue Chip Growth S&P 500
00312 SP001
1990/01/31 10000.00 10000.00
1990/02/28 10271.11 10129.00
1990/03/31 10782.34 10397.42
1990/04/30 10681.64 10137.48
1990/05/31 11890.01 11125.89
1990/06/30 12161.12 11050.23
1990/07/31 11874.52 11014.87
1990/08/31 10852.05 10019.13
1990/09/30 10339.42 9531.20
1990/10/31 10277.28 9490.21
1990/11/30 10929.80 10103.28
1990/12/31 11296.17 10385.16
1991/01/31 12180.76 10837.95
1991/02/28 13120.15 11612.87
1991/03/31 13777.72 11893.90
1991/04/30 13628.99 11922.44
1991/05/31 14349.18 12437.49
1991/06/30 13628.99 11867.86
1991/07/31 14826.71 12420.90
1991/08/31 15476.45 12715.27
1991/09/30 15233.94 12502.93
1991/10/31 15539.56 12670.47
1991/11/30 15210.43 12159.85
1991/12/31 17487.47 13550.93
1992/01/31 16937.31 13298.89
1992/02/29 17015.90 13471.77
1992/03/31 16552.19 13209.07
1992/04/30 16772.26 13597.42
1992/05/31 17118.08 13664.05
1992/06/30 16622.92 13460.45
1992/07/31 17306.70 14010.98
1992/08/31 17125.94 13723.76
1992/09/30 17353.35 13885.70
1992/10/31 17594.26 13934.30
1992/11/30 18517.73 14409.46
1992/12/31 18566.74 14586.70
1993/01/31 18607.40 14709.22
1993/02/28 18485.41 14909.27
1993/03/31 19380.00 15223.86
1993/04/30 19689.03 14855.44
1993/05/31 20721.88 15253.56
1993/06/30 20917.06 15297.80
1993/07/31 20917.06 15236.61
1993/08/31 22218.27 15814.08
1993/09/30 22680.63 15692.31
1993/10/31 22934.15 16017.14
1993/11/30 22236.98 15864.97
1993/12/31 23116.11 16056.94
1994/01/31 24034.25 16602.88
1994/02/28 24053.38 16152.94
1994/03/31 23297.83 15448.67
1994/04/30 23986.43 15646.41
1994/05/31 24292.48 15903.02
1994/06/30 23450.85 15513.39
1994/07/31 24043.82 16022.23
1994/08/31 25344.52 16679.14
1994/09/30 25269.24 16270.50
1994/10/31 26435.81 16636.59
1994/11/30 25057.13 16030.68
1994/12/31 25393.04 16268.42
1995/01/31 24756.99 16690.26
1995/02/28 25578.96 17340.68
1995/03/31 26655.35 17852.40
1995/04/30 27643.67 18378.16
1995/05/31 28260.15 19112.73
1995/06/30 29825.81 19556.72
1995/07/31 31890.53 20205.22
1995/08/31 32223.23 20255.94
1995/09/30 32578.06 21110.74
1995/10/31 31757.72 21035.37
1995/11/30 32854.93 21958.82
1995/12/31 32598.63 22381.75
1996/01/31 33043.59 23143.63
1996/02/29 32778.73 23358.17
1996/03/31 33181.31 23583.11
1996/04/30 33361.42 23930.72
1996/05/31 34039.45 24547.89
1996/06/30 34145.39 24641.42
1996/07/31 32588.03 23552.76
1996/08/31 33435.58 24049.49
1996/09/30 35433.41 25403.00
1996/10/31 35961.06 26103.61
1996/11/30 38564.94 28076.78
1996/12/31 37611.96 27520.58
1997/01/31 39798.03 29240.07
1997/02/28 39556.41 29469.31
1997/03/31 37611.96 28258.42
1997/04/30 39901.58 29945.44
1997/05/31 42237.23 31768.52
1997/06/30 43905.55 33191.75
1997/07/31 47414.77 35832.82
1997/08/31 45044.61 33825.47
1997/09/30 47287.92 35678.09
1997/10/31 45719.18 34486.44
1997/11/30 47121.54 36082.82
1997/12/31 47775.03 36702.36
1998/01/31 48670.97 37108.29
1998/02/28 52145.73 39784.53
1998/03/31 54458.21 41821.90
1998/04/30 54918.28 42242.63
1998/05/31 53828.63 41516.48
1998/06/30 56758.58 43202.88
1998/07/31 56976.51 42742.77
1998/08/31 48549.89 36563.02
1998/09/30 52192.23 38905.24
1998/10/31 55718.56 42069.80
1998/11/30 59513.20 44619.65
1998/12/31 64381.07 47190.63
1999/01/31 67677.42 49164.14
1999/02/28 64981.57 47636.12
1999/03/31 68060.72 49542.04
1999/04/30 68009.61 51460.81
1999/05/31 65850.37 50245.82
1999/06/30 69811.11 53034.46
1999/07/31 67971.28 51378.72
1999/08/31 68341.80 51124.40
1999/09/30 66650.54 49723.08
1999/10/31 71162.22 52869.56
1999/11/30 73890.53 53944.39
1999/12/31 79999.27 57121.72
2000/01/31 77031.41 54251.92
IMATRL PRASUN SHR__CHT 20000131 20000211 093102 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Blue Chip Growth Fund on January 31, 1990. As the
chart shows, by January 31, 2000, the value of the investment would
have grown to $77,031 - a 670.31% 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 $54,252 - a 442.52% 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.

* THE LIPPER LARGE-CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER LARGE-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF JANUARY 31, 2000, THE SIX
MONTH, ONE YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE TOTAL RETURNS FOR
THE LARGE-CAP GROWTH FUNDS AVERAGE WERE 20.83%, 23.73%, 255.39% AND
505.07%, RESPECTIVELY. THE ONE YEAR, FIVE YEAR AND 10 YEAR AVERAGE
ANNUAL TOTAL RETURNS WERE 23.73%, 28.43%, AND 19.41%, RESPECTIVELY.
THE SIX MONTH, ONE YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE TOTAL
RETURNS FOR THE LARGE-CAP SUPERGROUP AVERAGE WERE 10.61%, 14.76%,
208.98%, AND 407.99%, RESPECTIVELY. THE ONE YEAR, FIVE YEAR AND 10
YEAR AVERAGE ANNUAL TOTAL RETURNS WERE 14.76%, 24.87%, AND 17.31%,
RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

What goes up must come down. Or
must it? Technology stocks seemed
united in their quest to prove this
age-old theory wrong during the six
months that ended January 31, 2000.
Driven in large part by investors'
ongoing fancy with the Internet and
dot.com stocks, the technology sector
- - as measured by the NASDAQ
Index - returned 49.52% during
the six-month period. In contrast,
the Standard & Poor's 500 Index,
which serves as a general barometer
of overall U.S. stock performance,
returned 5.59%. It wasn't only the
industry leaders that got into the
act, either, as the technology rally
included scores of smaller and
medium-sized stocks. The Russell
2000(Registered trademark) Index - a popular gauge
of small-cap stock performance -
returned a respectable 12.25%
during the period. The NASDAQ,
however, continued to be the
index du jour during the period -
the index was at around 2700 points
when the period began, crossed
4000 before New Year's and ended
January just under that threshold.
Since many tech stocks rose despite
a lack of discernible earnings, these
gains perplexed some money
managers, especially those that feel a
company's stock price follows its
earnings growth. Sensing that the
Federal Reserve Board would raise
interest rates in early February, tech
stocks sold off some throughout
January. Time will tell, though, if it's
only a speed bump.

(photograph of John McDowell)

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

Q. HOW DID THE FUND PERFORM, JOHN?

A. For the six months that ended January 31, 2000, the fund returned
13.33%, outpacing the 5.59% return delivered by the Standard & Poor's
500 Index. The growth funds average tracked by Lipper Inc. returned
14.39% during this time frame. For the 12 months that ended January
31, 2000, the fund returned 13.82%, compared to the 10.35% for the S&P
500 and 18.90% for the Lipper growth funds average.

Q. WHAT FACTORS HELPED THE FUND OUTPERFORM THE S&P 500, YET SLIGHTLY
LAG ITS LIPPER PEER GROUP DURING THE PAST SIX MONTHS?

A. The market had a distinctive growth bias over the past six months,
and my predisposition to invest mainly in growth stocks was a big
factor in the fund's success. Over the past six months, the technology
sector was, by far, the strongest performing sector. Our overweighting
in tech relative to the index fueled the fund's outperformance during
the period. The typical growth fund, however, had an even higher
weighting in technology stocks than we did, which detracted from
performance versus our Lipper peers. While the earnings of technology
stocks grew fairly rapidly, the prices for these stocks were generally
high. We took a more balanced investment approach by not making highly
concentrated bets in large tech stocks and instead made a variety of
smaller investments in good growth stories outside of tech. This
less-concentrated approach did not pay off over the past six months
relative to the fund's peers.

Q. HOW DID THE EXTREME NARROWNESS OF THE MARKET INFLUENCE YOUR
INVESTMENT STRATEGY?

A. Every day, I talk to Fidelity analysts with compelling investment
ideas. This free flow of ideas enables me to comfortably hold more
stocks than the typical non-Fidelity fund manager. The benefit is
better diversification. The downside to better diversification is more
difficulty generating strong relative returns in those unusual times
when market performance is coming from relatively few stocks. We refer
to this condition as weak market breadth. To illustrate this point, in
1999, the S&P 500 index returned 21%, largely driven by technology.
The median stock in the index, however, was down 3%. Fortunately, we
were able to stay a few steps ahead of the game with the help of good
stock picking.

Q. WHAT STOCKS WERE KEY CONTRIBUTORS TO PERFORMANCE?

A. I was able to add value through security selection in almost every
market sector. In technology, Cisco Systems was a big contributor to
fund performance; in health care, Amgen; in retail, Home Depot; and in
the capital goods sector, Corning, Inc. As a group, though, technology
stocks helped the most. Over the course of the period, as it became
clear to us that Y2K concerns were overblown, we added selectively to
rapidly growing technology stocks, which significantly helped
performance. The names included Veritas, JDS Uniphase, Conexant,
Network Appliance, Siebel Systems and Intuit.

Q. WHICH STOCKS DRAGGED ON FUND RETURNS?

A. Three technology stocks were among the biggest detractors from
relative performance - Nortel, Qualcomm and Oracle Systems. Oracle was
a strong performer for the S&P, but we were hurt for underweighting
the stock. Having no exposure to high-flying benchmark issues Nortel
and Qualcomm also dampened performance. Philip Morris was the biggest
absolute detractor, suffering from further tobacco-related litigation.
Selected financial stocks, such as Fannie Mae and AIG, although
relatively attractive from earnings growth and valuation perspectives,
trended lower in light of a rising interest-rate environment.

Q. WHAT'S YOUR OUTLOOK?

A. I remain concerned with valuations, particularly those of
technology stocks. Interest rates have risen steadily for over a year
now, and usually this is negative for stock prices. In fact, the
majority of stocks in the S&P were actually flat to down during the
period. Conversely, technology stocks advanced at a record pace. The
prices of most tech stocks have run up much faster than underlying
earnings. Valuations, therefore, have become stretched. We continue to
remain underweighted in tech stocks versus the typical Lipper growth
manager and are focused on what we believe are the companies with the
best prospects. Unfortunately, it is impossible to predict if and when
technology stock valuations will fall to more normal levels compared
with the broader market. There are many blue-chip growth stocks now
trading at attractive valuations outside of tech, and we have
selectively bought those attractively priced stocks with good
near-term earnings growth prospects.

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 AND DO NOT NECESSARILY REPRESENT THE VIEWS OF FIDELITY OR
ANY OTHER PERSON IN THE FIDELITY ORGANIZATION. ANY SUCH VIEWS ARE
SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS
AND FIDELITY DISCLAIMS ANY RESPONSIBILITY TO UPDATE SUCH VIEWS. THESE
VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND, BECAUSE
INVESTMENT DECISIONS FOR A FIDELITY FUND ARE BASED ON NUMEROUS
FACTORS, MAY NOT BE RELIED ON AS AN INDICATION OF TRADING INTENT ON
BEHALF OF ANY FIDELITY FUND.

(checkmark)FUND FACTS

GOAL: seeks growth of capital
over the long term 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,
2000, more than $27.2
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 ADDRESSES
THE CHALLENGES OF MANAGING
A BLUE-CHIP FUND IN A
TECHNOLOGY-LED MARKET:

"Each different market
environment presents its own sets
of challenges, and this
environment is no different.
Today, we are faced with a `new
paradigm' and a `new economy'
driven by improved
communications technologies in
general, and the Internet in
particular. Today, many of the
market's top performers - the
blue chips of the future - are
companies with large market
capitalizations, constantly
shifting business models, and,
most importantly, no earnings.
Historically, year-in and year-out,
there has been one constant to the
stock market: Companies with the
best earnings growth generate the
best stock price performances.
The promise of high growth
potential Internet companies has
combined with investor willingness
to fund extremely risky ventures.
The stock market's appetite for
these companies has encouraged a
mass proliferation of Internet
companies which, in turn, use most
of the billions of dollars raised in the
public stock market to fund
ambitious advertising programs. In
the past year, Internet-related
stocks with deepening losses have
provided the best performance in
the market, counter to history. Some
of these companies will probably
be very successful, but in the end
most will probably not be able to
justify their billion or multi-billion
dollar valuations. I am focused on
finding the ultimate winners in the
Internet sector and am not blindly
owning stocks just because they
go up every day."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF JANUARY
31, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Microsoft Corp. 4.4 4.0

General Electric Co. 4.3 4.1

Cisco Systems, Inc. 4.1 2.6

Intel Corp. 3.1 2.2

Merck & Co., Inc. 2.0 1.9

Procter & Gamble Co. 1.9 2.1

Bristol-Myers Squibb Co. 1.9 1.9

Home Depot, Inc. 1.8 1.3

Wal-Mart Stores, Inc. 1.7 1.4

Lucent Technologies, Inc. 1.7 2.3

26.9 23.8

TOP FIVE MARKET SECTORS AS OF
JANUARY 31, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 37.7 26.1

HEALTH 12.3 16.0

FINANCE 8.6 9.3

RETAIL & WHOLESALE 7.7 8.3

MEDIA & LEISURE 6.6 6.7

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF JANUARY 31, 2000 * AS OF JULY 31, 1999 **

Stocks 97.1% Stocks 96.4%

Short-Term Investments and Short-Term Investments and
Net Other Assets 2.9% Net Other Assets 3.6%

* FOREIGN INVESTMENTS 3.1% ** FOREIGN INVESTMENTS 3.3%

Row: 1, Col: 1, Value: 97.09999999999999 Row: 1, Col: 1, Value: 96.40000000000001
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 2.9 Row: 1, Col: 8, Value: 3.6

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS JANUARY 31, 2000 (UNAUDITED)

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 97.1%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 1.3%

AEROSPACE & DEFENSE - 1.1%

Boeing Co. 2,236,100 $ 99,087

Honeywell International, Inc. 1,481,437 71,109

Textron, Inc. 1,118,420 66,756

United Technologies Corp. 1,151,600 60,963

297,915

SHIP BUILDING & REPAIR - 0.2%

General Dynamics Corp. 1,386,600 65,344

TOTAL AEROSPACE & DEFENSE 363,259

BASIC INDUSTRIES - 1.6%

CHEMICALS & PLASTICS - 0.2%

Monsanto Co. 1,465,500 51,750

PACKAGING & CONTAINERS - 1.0%

Corning, Inc. 1,549,900 239,072

Owens-Illinois, Inc. (a) 2,089,000 38,255

277,327

PAPER & FOREST PRODUCTS - 0.4%

Kimberly-Clark Corp. 1,587,400 98,320

TOTAL BASIC INDUSTRIES 427,397

DURABLES - 1.0%

CONSUMER DURABLES - 0.4%

Minnesota Mining & 1,186,400 111,077
Manufacturing Co.

CONSUMER ELECTRONICS - 0.5%

Gemstar International Group 973,800 64,636
Ltd. (a)

Sony Corp. 253,600 64,399

129,035

HOME FURNISHINGS - 0.1%

Leggett & Platt, Inc. 1,549,400 27,889

TOTAL DURABLES 268,001

ENERGY - 3.1%

ENERGY SERVICES - 1.2%

Baker Hughes, Inc. 1,542,100 37,974

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

ENERGY SERVICES - CONTINUED

Halliburton Co. 3,778,000 $ 136,008

Noble Drilling Corp. (a) 1,299,300 38,086

Schlumberger Ltd. 1,848,000 112,844

324,912

OIL & GAS - 1.9%

Anadarko Petroleum Corp. 1,561,700 51,243

Exxon Mobil Corp. 2,569,900 214,587

Texaco, Inc. 1,595,700 84,373

Total Fina SA Class B 766,400 95,417

USX - Marathon Group 3,197,500 82,136

527,756

TOTAL ENERGY 852,668

FINANCE - 8.6%

BANKS - 1.6%

Bank of New York Co., Inc. 2,180,300 88,575

FleetBoston Financial Corp. 3,259,600 102,474

Mellon Financial Corp. 2,728,800 93,632

Northern Trust Corp. 1,839,200 111,042

State Street Corp. 398,700 31,971

427,694

CREDIT & OTHER FINANCE - 1.9%

American Express Co. 1,371,943 226,113

Associates First Capital 3,149,800 62,996
Corp. Class A

Citigroup, Inc. 4,045,300 232,352

521,461

FEDERAL SPONSORED CREDIT - 2.0%

Fannie Mae 5,206,200 312,047

Freddie Mac 4,524,100 227,053

539,100

INSURANCE - 2.1%

AFLAC, Inc. 1,235,000 53,645

Ambac Financial Group, Inc. 1,981,900 96,989

American International Group, 2,889,237 300,842
Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

INSURANCE - CONTINUED

CIGNA Corp. 1,136,400 $ 81,537

MBIA, Inc. 775,400 38,818

571,831

SECURITIES INDUSTRY - 1.0%

Charles Schwab Corp. 2,389,400 86,168

Daiwa Securities Co. Ltd. 2,051,000 33,319

Morgan Stanley Dean Witter & 936,600 62,050
Co.

Nikko Securities Co. Ltd. 3,420,000 47,440

Nomura Securities Co. Ltd. 2,524,000 57,334

286,311

TOTAL FINANCE 2,346,397

HEALTH - 12.3%

DRUGS & PHARMACEUTICALS - 10.1%

American Home Products Corp. 1,945,800 91,574

Amgen, Inc. (a) 5,051,000 321,686

Bristol-Myers Squibb Co. 7,863,300 518,978

Eli Lilly & Co. 5,012,900 335,238

Genentech, Inc. 637,500 89,569

Merck & Co., Inc. 6,861,600 540,780

Pfizer, Inc. 7,016,000 255,207

Schering-Plough Corp. 4,626,400 203,562

Warner-Lambert Co. 4,246,000 403,105

2,759,699

MEDICAL EQUIPMENT & SUPPLIES
- - 2.2%

Abbott Laboratories 2,644,000 86,261

Cardinal Health, Inc. 1,326,950 63,445

Guidant Corp. (a) 1,237,700 65,134

Johnson & Johnson 3,297,500 283,791

Medtronic, Inc. 2,101,300 96,134

594,765

TOTAL HEALTH 3,354,464

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.1%

ELECTRICAL EQUIPMENT - 4.5%

General Electric Co. 8,839,900 $ 1,179,022

Omron Corp. 1,310,000 37,807

1,216,829

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.6%

Illinois Tool Works, Inc. 751,500 43,963

Ingersoll-Rand Co. 1,603,450 75,462

Parker-Hannifin Corp. 1,147,200 49,616

169,041

TOTAL INDUSTRIAL MACHINERY & 1,385,870
EQUIPMENT

MEDIA & LEISURE - 6.6%

BROADCASTING - 4.5%

AT&T Corp. - Liberty Media 3,226,400 164,950
Group Class A (a)

Cablevision Systems Corp. 827,000 63,162
Class A (a)

CBS Corp. (a) 3,254,100 189,755

Clear Channel Communications, 1,080,700 93,345
Inc. (a)

Comcast Corp. Class A 3,964,700 182,376
(special)

Cox Communications, Inc. 2,236,600 109,174
Class A (a)

MediaOne Group, Inc. (a) 684,600 54,426

Time Warner, Inc. 4,646,188 371,405

1,228,593

ENTERTAINMENT - 0.6%

Viacom, Inc. Class B 1,489,100 82,459
(non-vtg.) (a)

Walt Disney Co. 2,597,600 94,325

176,784

PUBLISHING - 0.3%

McGraw-Hill Companies, Inc. 1,125,600 63,104

Tribune Co. 187,000 7,889

70,993

RESTAURANTS - 1.2%

Brinker International, Inc. 1,690,500 42,685
(a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - CONTINUED

McDonald's Corp. 6,306,100 $ 234,508

Tricon Global Restaurants, 1,475,600 42,239
Inc. (a)

319,432

TOTAL MEDIA & LEISURE 1,795,802

NONDURABLES - 6.1%

BEVERAGES - 1.6%

Anheuser-Busch Companies, 1,817,000 122,648
Inc.

PepsiCo, Inc. 1,708,190 58,292

The Coca-Cola Co. 4,529,400 260,157

441,097

FOODS - 0.7%

Bestfoods 1,048,400 45,605

H. J. Heinz Co. 884,300 32,885

Nabisco Group Holdings Corp. 3,096,600 26,708

Quaker Oats Co. 1,403,000 83,303

188,501

HOUSEHOLD PRODUCTS - 3.0%

Clorox Co. 1,419,500 67,781

Colgate-Palmolive Co. 1,537,400 91,091

Gillette Co. 3,311,500 124,595

Procter & Gamble Co. 5,198,800 524,429

807,896

TOBACCO - 0.8%

Philip Morris Companies, Inc. 11,020,500 230,742

TOTAL NONDURABLES 1,668,236

RETAIL & WHOLESALE - 7.7%

APPAREL STORES - 0.6%

Gap, Inc. 1,933,600 86,408

The Limited, Inc. 1,679,300 51,534

TJX Companies, Inc. 2,328,300 37,980

175,922

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

DRUG STORES - 0.6%

CVS Corp. 1,421,700 $ 49,671

Walgreen Co. 4,144,500 114,492

164,163

GENERAL MERCHANDISE STORES -
3.0%

Costco Wholesale Corp. (a) 2,976,800 145,677

Kohls Corp. (a) 354,300 24,845

Target Corp. 2,691,200 177,787

Wal-Mart Stores, Inc. 8,577,700 469,629

817,938

GROCERY STORES - 0.8%

Kroger Co. (a) 5,248,000 91,184

Safeway, Inc. (a) 3,457,700 132,041

223,225

RETAIL & WHOLESALE,
MISCELLANEOUS - 2.7%

Best Buy Co., Inc. (a) 1,436,400 68,588

Home Depot, Inc. 8,622,000 488,221

Lowe's Companies, Inc. 1,595,700 71,208

Staples, Inc. (a) 3,936,875 93,747

721,764

TOTAL RETAIL & WHOLESALE 2,103,012

SERVICES - 1.1%

ADVERTISING - 0.8%

DoubleClick, Inc. (a) 120,100 11,867

Omnicom Group, Inc. 2,135,300 200,051

211,918

EDUCATIONAL SERVICES - 0.0%

SkillSoft Corp. 8,900 125

SERVICES - 0.3%

Ecolab, Inc. 1,362,800 47,954

H&R Block, Inc. 767,000 33,077

81,031

TOTAL SERVICES 293,074

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - 37.7%

COMMUNICATIONS EQUIPMENT - 6.1%

Cisco Systems, Inc. (a) 10,186,350 $ 1,115,405

Lucent Technologies, Inc. 8,460,614 467,449

Nokia AB sponsored ADR 445,900 81,600

Sycamore Networks, Inc. 7,700 2,456

Turnstone Systems, Inc. 5,100 148

1,667,058

COMPUTER SERVICES & SOFTWARE
- - 13.8%

Akamai Technologies, Inc. 8,600 2,142

Amazon.com, Inc. (a) 381,600 24,637

America Online, Inc. (a) 3,517,600 200,283

At Home Corp. Series A (a) 892,752 32,181

Automatic Data Processing, 4,726,280 224,203
Inc.

BEA Systems, Inc. (a) 1,082,000 81,556

BMC Software, Inc. (a) 795,600 30,133

Citrix Systems, Inc. (a) 1,112,800 152,732

Computer Associates 1,723,500 118,383
International, Inc.

Computer Sciences Corp. (a) 1,337,900 122,920

DST Systems, Inc. (a) 1,051,500 65,324

Electronic Data Systems Corp. 1,663,300 112,481

First Data Corp. 2,139,900 104,989

Healtheon/Web Maryland Corp. 1,276,600 82,979

IMS Health, Inc. 2,307,200 51,768

Inktomi Corp. (a) 591,900 58,857

Intuit, Inc. (a) 2,260,300 136,324

Lycos, Inc. (a) 1,227,400 90,137

Mercury Interactive Corp. (a) 351,800 38,478

Microsoft Corp. (a) 12,317,800 1,205,602

Oracle Corp. (a) 3,343,600 167,023

Rational Software Corp. (a) 416,800 21,674

Shared Medical Systems Corp. 923,300 40,856

Siebel Systems, Inc. (a) 1,037,898 95,162

Software.com, Inc. 470,300 31,922

Synopsys, Inc. (a) 333,300 15,394

VeriSign, Inc. (a) 506,700 81,769

VERITAS Software Corp. (a) 1,065,810 155,475

Vignette Corp. 642,300 125,249

Yahoo!, Inc. (a) 317,100 102,126

3,772,759

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - 6.8%

Comverse Technology, Inc. (a) 618,800 $ 88,720

Dell Computer Corp. (a) 6,589,100 253,269

EMC Corp. (a) 3,187,900 339,511

Gateway, Inc. (a) 825,000 50,480

Hewlett-Packard Co. 1,498,500 162,213

International Business 2,230,300 250,212
Machines Corp.

Juniper Networks, Inc. 368,100 49,809

Network Appliance, Inc. (a) 1,298,400 130,327

Pitney Bowes, Inc. 3,174,700 155,560

Ricoh Co. Ltd. 1,789,000 31,361

Sun Microsystems, Inc. (a) 4,068,800 319,655

Symbol Technologies, Inc. 408,100 24,358

1,855,475

ELECTRONIC INSTRUMENTS - 1.5%

Agilent Technologies, Inc. 1,885,300 124,783

Applied Materials, Inc. (a) 561,500 77,066

Novellus Systems, Inc. (a) 1,491,600 73,275

PE Corp. - Biosystems Group 798,400 119,560

Sequenom, Inc. 9,100 237

394,921

ELECTRONICS - 9.5%

Altera Corp. (a) 2,186,300 143,749

Chartered Semiconduct 768,800 63,138
Manufacturing Ltd. ADR

Conexant Systems, Inc. (a) 1,218,000 102,921

Fairchild Semiconduct 100,000 3,400
International, Inc. Class A

Flextronics International 1,758,800 87,390
Ltd. (a)

Integrated Device Technology, 1,186,800 33,824
Inc. (a)

Intel Corp. 8,456,120 836,627

JDS Uniphase Corp. (a) 645,600 131,662

Linear Technology Corp. 2,233,980 211,530

Micron Technology, Inc. (a) 1,030,100 64,059

Motorola, Inc. 2,253,400 308,152

PMC-Sierra, Inc. (a) 360,700 65,106

Quantum Effect Devices, Inc. 6,500 104

Sanmina Corp. (a) 799,400 84,936

Texas Instruments, Inc. 2,637,200 284,488

Tyco International Ltd. 1,571,900 67,199

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Vitesse Semiconductor Corp. 1,530,400 $ 66,572
(a)

Xilinx, Inc. (a) 719,700 32,926

2,587,783

TOTAL TECHNOLOGY 10,277,996

TRANSPORTATION - 0.1%

AIR TRANSPORTATION - 0.1%

AMR Corp. (a) 403,400 21,708

TRUCKING & FREIGHT - 0.0%

United Parcel Service, Inc. 23,900 1,422
Class B

TOTAL TRANSPORTATION 23,130

UTILITIES - 4.8%

CELLULAR - 1.7%

ALLTEL Corp. 513,400 34,269

Nextel Communications, Inc. 1,232,900 131,150
Class A (a)

Sprint Corp. - PCS Group 1,036,800 114,113
Series 1 (a)

Vodafone AirTouch PLC 2,975,850 166,648
sponsored ADR

VoiceStream Wireless Corp. (a) 216,600 25,423

471,603

ELECTRIC UTILITY - 0.9%

AES Corp. (a) 1,553,400 124,466

Calpine Corp. (a) 859,500 62,851

CMS Energy Corp. 1,315,900 39,477

226,794

TELEPHONE SERVICES - 2.2%

AT&T Corp. 3,569,994 188,317

MCI WorldCom, Inc. (a) 4,758,399 218,589

SBC Communications, Inc. 2,809,400 121,155

Sprint Corp. - FON Group 1,055,700 68,291

596,352

TOTAL UTILITIES 1,294,749

TOTAL COMMON STOCKS 26,454,055
(Cost $16,092,912)

CASH EQUIVALENTS - 3.1%

SHARES VALUE (NOTE 1) (000S)

Central Cash Collateral Fund, 15,701,000 $ 15,701
5.56% (b)

Taxable Central Cash Fund, 826,437,289 826,437
5.45% (b)

TOTAL CASH EQUIVALENTS 842,138
(Cost $842,138)

TOTAL INVESTMENT PORTFOLIO - 27,296,193
100.2%
(Cost $16,935,050)

NET OTHER ASSETS - (0.2)% (49,129)

NET ASSETS - 100% $ 27,247,064

</TABLE>

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

At January 31, 2000, the aggregate
cost of investment securities for income
tax purposes was $16,947,345,000.
Net unrealized appreciation aggre-
gated $10,348,848,000, of which $11,271,679,000 related to appreciated
investment securities and $922,831,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) JANUARY
31, 2000 (UNAUDITED)

ASSETS

Investment in securities, at $ 27,296,193
value (cost $16,935,050) -
See accompanying schedule

Receivable for investments 127,391
sold

Receivable for fund shares 59,743
sold

Dividends receivable 11,364

Interest receivable 3,737

Other receivables 1,040

TOTAL ASSETS 27,499,468

LIABILITIES

Payable for investments $ 144,971
purchased

Payable for fund shares 70,464
redeemed

Accrued management fee 16,191

Other payables and accrued 5,077
expenses

Collateral on securities 15,701
loaned, at value

TOTAL LIABILITIES 252,404

NET ASSETS $ 27,247,064

Net Assets consist of:

Paid in capital $ 16,592,126

Undistributed net investment 9,881
income

Accumulated undistributed net 283,947
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 10,361,110
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 470,789 $ 27,247,064
shares outstanding

NET ASSET VALUE, offering $57.88
price and redemption price
per share ($27,247,064
(divided by) 470,789 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED JANUARY 31,
2000 (UNAUDITED)

INVESTMENT INCOME $ 93,351
Dividends

Interest 19,552

Security lending 35

TOTAL INCOME 112,938

EXPENSES

Management fee Basic fee $ 73,041

Performance adjustment (609)

Transfer agent fees 27,625

Accounting and security 608
lending fees

Non-interested trustees' 51
compensation

Custodian fees and expenses 286

Registration fees 778

Audit 60

Legal 82

Miscellaneous 52

Total expenses before 101,974
reductions

Expense reductions (1,699) 100,275

NET INVESTMENT INCOME 12,663

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

Investment securities 298,701

Foreign currency transactions (237) 298,464

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 2,853,957

Assets and liabilities in (61) 2,853,896
foreign currencies

NET GAIN (LOSS) 3,152,360

NET INCREASE (DECREASE) IN $ 3,165,023
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, YEAR ENDED JULY 31, 1999
2000 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 12,663 $ 64,596
income

Net realized gain (loss) 298,464 994,671

Change in net unrealized 2,853,896 2,337,286
appreciation (depreciation)

NET INCREASE (DECREASE) IN 3,165,023 3,396,553
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (62,506) (36,306)
From net investment income

From net realized gain (924,053) (747,879)

TOTAL DISTRIBUTIONS (986,559) (784,185)

Share transactions Net 3,903,095 8,609,208
proceeds from sales of shares

Reinvestment of distributions 966,617 766,939

Cost of shares redeemed (3,485,316) (5,310,552)

NET INCREASE (DECREASE) IN 1,384,396 4,065,595
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 3,562,860 6,677,963
IN NET ASSETS

NET ASSETS

Beginning of period 23,684,204 17,006,241

End of period (including $ 27,247,064 $ 23,684,204
undistributed net investment
income of $9,881 and
$64,832, respectively)

OTHER INFORMATION
Shares

Sold 70,443 172,671

Issued in reinvestment of 18,221 19,630
distributions

Redeemed (63,094) (108,433)

Net increase (decrease) 25,570 83,868

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

SIX MONTHS ENDED JANUARY 31, YEARS ENDED JULY 31,
2000

(UNAUDITED) 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 53.20 $ 47.06 $ 41.21 $ 30.76 $ 32.59 $ 25.14
period

Income from Invest- ment
Operations

Net investment income .03 D .16 D .22 D .28 D .34 .07 D

Net realized and unrealized 6.86 8.14 7.64 12.70 .42 7.96
gain (loss)

Total from investment 6.89 8.30 7.86 12.98 .76 8.03
operations

Less Distributions

From net investment income (.14) (.10) (.26) (.28) (.12) -

From net realized gain (2.07) (2.06) (1.75) (2.25) (2.47) (.58)

Total distributions (2.21) (2.16) (2.01) (2.53) (2.59) (.58)

Net asset value, end of period $ 57.88 $ 53.20 $ 47.06 $ 41.21 $ 30.76 $ 32.59

TOTAL RETURN B, C 13.33% 19.30% 20.17% 45.50% 2.19% 32.64%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 27,247 $ 23,684 $ 17,006 $ 12,877 $ 8,179 $ 6,421
millions)

Ratio of expenses to average .81% A .71% .72% .80% .98% 1.05%
net assets

Ratio of expenses to average .79% A, E .70% E .70% E .78% E .95% E 1.02% E
net assets after expense
reductions

Ratio of net invest- ment .10% A .32% .52% .81% 1.10% .25%
income to average net
assets

Portfolio turnover rate 38% A 38% 49% 51% 206% 182%

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
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.

NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 2000 (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:

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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

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.

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 litigation proceeds, foreign currency transactions and
losses deferred due to wash sales. The fund also utilized earnings and
profits distributed to shareholders on redemption of shares as a part
of the dividends paid deduction for income tax purposes.

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

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

2. OPERATING POLICIES.

FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses

2. OPERATING POLICIES - CONTINUED

FOREIGN CURRENCY CONTRACTS - CONTINUED

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, Federal Agency,
and other obligations found satisfactory by FMR are transferred to an
account of the fund, or to the Joint Trading Account, at a bank
custodian. The securities are marked-to-market daily and maintained at
a value at least equal to the principal amount of the repurchase
agreement (including accrued interest). FMR, the fund's investment
adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.

CENTRAL CASH FUNDS. Pursuant to an Exemptive Order issued by the SEC,
the fund may invest in the Taxable Central Cash Fund and the Central
Cash Collateral Fund (the Cash Funds) managed by Fidelity Investments
Money Management, Inc., an affiliate of FMR. The Cash Funds are
open-end money market funds available only to investment companies and
other accounts managed by FMR and its affiliates. The Cash Funds seek
preservation of capital, liquidity, and current income. Income
distributions from the Cash Funds are declared daily and paid monthly
from net interest income. Income distributions earned by the fund are
recorded as either interest income or security lending income in the
accompanying financial statements.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $5,080,152,000 and $4,615,947,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

assets of all the mutual funds advised by FMR. The rates ranged from
.2167% 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
.57% 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. Shares purchased before
October 12, 1990 are subject to a 1% deferred sales charge upon
redemption. For the period, FDC received deferred sales charges of
$14,000 on redemption of shares of the fund.

TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annualized rate of .22% of average net assets.

ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's
accounting records and administers the security lending program. The
security lending fee is based on the number and duration of lending
transactions. The accounting fee is based on the level of average net
assets for the month plus out-of-pocket expenses.

BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $270,000 for the
period.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the collateral.

5. SECURITY LENDING - CONTINUED

At period end, the value of the securities loaned amounted to
$16,049,000. The fund received cash collateral of $15,701,000 which
was invested in cash equivalents.

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 $1,008,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, 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 $688,000, respectively, under these arrangements.

7. CHANGE IN INDEPENDENT AUDITOR.

Based on the recommendation of the Audit Committee of the fund, the
Board of Trustees has determined not to retain PricewaterhouseCoopers
LLP as the fund's independent auditor and voted to appoint Deloitte &
Touche LLP for the fiscal year ended July 31, 2000. During the two
most recent fiscal years and through January 20, 2000,
PricewaterhouseCoopers LLP's audit reports contained no adverse
opinion or disclaimer of opinion; nor were their reports qualified as
to uncertainty, audit scope, or accounting principles. Further, there
were no disagreements between the fund and PricewaterhouseCoopers LLP
on accounting principles, financial statements disclosure or audit
scope, which if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference to
the disagreement in their report.

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 Automated Service Telephone 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)FIDELITY AUTOMATED
SERVICE TELEPHONE (FASTSM)

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 1-800-544-0240 or visit our Web site for more information on how to
manage your investments via your PC.

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

TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

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 Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

8180 Greensboro Drive
McLean, VA

WASHINGTON

411 108th Avenue, N.E.
Bellevue, WA

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Ltd.

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
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Ned C. Lautenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

ADVISORY BOARD
J. Gary Burkhead

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

* INDEPENDENT TRUSTEES

BCF-SANN-0300 95606
1.700126.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund (registered trademark)
Contrafund(registered trademark)II
Disciplined Equity Fund
Dividend Growth Fund
Export and Multinational Fund
Fidelity FiftySM
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
Tax Managed Stock Fund
TechnoQuant(registered trademark) Growth Fund
Trend Fund
Value Fund

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions
and Account Assistance 1-800-544-6666
Product Information 1-800-544-6666
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)
Fidelity Automated Service
Telephone (FASTSM) 1-800-544-5555

AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY(REGISTERED TRADEMARK)
DIVIDEND GROWTH
FUND

SEMIANNUAL REPORT
JANUARY 31, 2000

(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.

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.

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 1-800-544-6666 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

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CUMULATIVE TOTAL RETURNS

PERIODS ENDED JANUARY 31, 2000 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY DIVIDEND GROWTH -4.67% 1.91% 220.32% 307.84%

S&P 500 5.59% 10.35% 225.05% 267.06%

Growth Funds Average 14.39% 18.90% 199.36% 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 500SM 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 1,291 mutual funds.
These benchmarks include reinvested dividends and capital gains, if
any, and exclude the effect of sales charges. Lipper has created new
comparison categories that group funds according to portfolio
characteristics and capitalization, as well as by capitalization only.
These averages are listed on page 5 of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED JANUARY 31, 2000 PAST 1 YEAR PAST 5 YEARS LIFE OF FUND

FIDELITY DIVIDEND GROWTH 1.91% 26.22% 23.09%

S&P 500 10.35% 26.59% 21.19%

Growth Funds Average 18.90% 23.84% 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
1999/01/31 40018.69 33263.92
1999/02/28 39455.43 32230.07
1999/03/31 41502.39 33519.60
1999/04/30 43013.56 34817.81
1999/05/31 41955.74 33995.77
1999/06/30 44181.29 35882.53
1999/07/31 42780.02 34762.28
1999/08/31 42065.64 34590.20
1999/09/30 39957.74 33642.09
1999/10/31 41821.05 35770.96
1999/11/30 42102.03 36498.18
1999/12/31 42946.49 38647.92
2000/01/31 40783.61 36706.25
IMATRL PRASUN SHR__CHT 20000131 20000210 162611 R00000000000085

$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, 2000, the value of
the investment would have grown to $40,784 - a 307.84% 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 $36,706 - a
267.06% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER LARGE-CAP VALUE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER LARGE-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF JANUARY 31, 2000, THE SIX
MONTH, ONE YEAR, AND FIVE YEAR CUMULATIVE TOTAL RETURNS FOR THE
LARGE-CAP VALUE FUNDS AVERAGE WERE -0.90%, 4.72% AND 158.62%,
RESPECTIVELY. THE ONE YEAR AND FIVE YEAR AVERAGE ANNUAL TOTAL RETURNS
WERE 4.72% AND 20.77%, RESPECTIVELY. THE SIX MONTH, ONE YEAR AND FIVE
YEAR CUMULATIVE TOTAL RETURNS FOR THE LARGE-CAP SUPERGROUP AVERAGE
WERE 10.61%, 14.76% AND 208.98%, RESPECTIVELY. THE ONE YEAR AND FIVE
YEAR AVERAGE ANNUAL TOTAL RETURNS WERE 14.76% AND 24.87%,
RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

What goes up must come down. Or
must it? Technology stocks seemed
united in their quest to prove this
age-old theory wrong during the six
months that ended January 31, 2000.
Driven in large part by investors'
ongoing fancy with the Internet and
dot.com stocks, the technology sector
- - as measured by the NASDAQ
Index - returned 49.52% during
the six-month period. In contrast,
the Standard & Poor's 500 SM Index,
which serves as a general barometer
of overall U.S. stock performance,
returned 5.59%. It wasn't only the
industry leaders that got into the
act, either, as the technology rally
included scores of smaller and
medium-sized stocks. The Russell
2000(Registered trademark) Index - a popular gauge
of small-cap stock performance -
returned a respectable 12.25%
during the period. The NASDAQ,
however, continued to be the
index du jour during the period -
the index was at around 2700 points
when the period began, crossed
4000 before New Year's and ended
January just under that threshold.
Since many tech stocks rose despite
a lack of discernible earnings, these
gains perplexed some money
managers, especially those that feel a
company's stock price follows its
earnings growth. Sensing that the
Federal Reserve Board would raise
interest rates in early February, tech
stocks sold off some throughout
January. Time will tell, though, if it's
only a speed bump.

(photograph of Charles Mangum)

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

Q. HOW DID THE FUND PERFORM, CHARLES?

A. It was a challenging period for the fund. For the six months that
ended January 31, 2000, the fund returned -4.67%. This trailed both
the Standard & Poor's 500 Index - which returned 5.59% during that
time - and the growth funds average, which returned 14.39%, according
to Lipper Inc. For the 12 months that ended January 31, 2000, the fund
returned 1.91%, while the S&P 500 and Lipper group returned 10.35% and
18.90%, respectively.

Q. WHAT FACTORS HELD THE FUND BACK?

A. Mostly the investing climate. Investors continued to be drawn to
the higher-growth segments of the market, particularly technology.
More specifically, investors favored smaller, rapid-growth names,
especially those with an Internet theme. Many of these stocks rose
quickly during the period, despite lacking a solid earnings growth
foundation. Since my strategy is to look for stable-growth names -
with an emphasis on dividends and earnings growth - this momentum
environment took its toll. The market seemed to punish those companies
within the S&P 500 that paid dividends the quickest, and rewarded
companies that paid dividends at a slower pace or not at all.

Q. GIVEN THE DIFFICULT SCENARIO, HOW DID YOU PLAY THE TECHNOLOGY
GROUP?

A. I tried to build positions in market leaders with good earnings
growth track records. The fund continued to hold a fairly significant
stake in Microsoft, and I added to its investments in networking giant
Cisco Systems, as well as Intel. Performance-wise, each of these
stocks was among the fund's top-five individual contributors during
the period.

Q. FINANCE STOCKS ACCOUNTED FOR APPROXIMATELY 15% OF THE FUND'S
INVESTMENTS DURING THE PERIOD. HOW DID THIS GROUP PERFORM?

A. Finance stocks were hit very hard by rising interest rates, as well
as by the fact that several banks in the sector missed their earnings
targets by wide margins. What proved even more frustrating, though,
was that even when banks did reach their earnings targets, many still
declined in value. The fund's positions in Fannie Mae and Associates
First Capital were two notable finance detractors, as was Midwest
regional bank Comerica. Shareholders may notice that both Fannie Mae
and Comerica remain solid positions in the portfolio, despite their
lackluster performance. I've been patient with these stocks, simply
because I believe in each company's ability to grow their earnings
over time.

Q. HEALTH STOCKS REPRESENTED FOUR OF THE FUND'S TOP-10 HOLDINGS AT THE
END OF THE PERIOD. HOW DID THESE STOCKS PERFORM?

A. This group had a tough time, but they began to bounce back toward
the end of the period. Some of the fund's larger drug-stock names -
including Schering-Plough and Eli Lilly - met or beat their earnings
expectations during the period but were still down. Drug stocks in
general fell as concerns over government intervention grew. Also, the
earnings growth of the group relative to the S&P 500 was
disappointing. All that aside, though, I have seen some encouraging
signs lately. Valuations finally reached more reasonable levels during
the period, and increased consolidation activity - sparked by an
eventual resolution of the takeover battle involving Warner Lambert,
Pfizer and American Home Products - could provide a lift for drug
stocks as we get deeper into 2000.

Q. WHICH OTHER STOCKS PERFORMED WELL DURING THE PERIOD?

A. The fund's investment in retailer Home Depot performed well, as did
its position in Omnicom, a leading advertising firm that benefited
from dot.com advertising demand. Another strong performer was Texas
Instruments, which makes a digital processing chip that goes into most
handheld, wireless devices.

Q. WHAT'S YOUR OUTLOOK, CHARLES?

A. I'm going to keep plugging away at what I do best: finding good
companies with attractive valuations and the ability to grow their
earnings over time. The market hasn't rewarded this approach for some
time, but I'll remain patient. A price correction of some sort -
barring any negative news on company fundamentals - could present more
opportunities within the technology sector.

(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,
2000, more than $10.8
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 DISCUSSES
RECENT MARKET TRENDS AND
THEIR IMPACT ON THE FUND:

"I've been in this business for a long
time, and I've never seen such a
technology-driven market as we
witnessed in 1999. When it was all
said and done, in fact, technology
stocks accounted for approximately
70% of the S&P 500's advance.
What's more, 10 large-cap stocks
- - six of which resided in the tech
sector - were responsible for 60%
of the S&P's gain. We've seen this
type of narrowness before, but it's
never been so concentrated within
one sector. In fact, 49.2% of the
companies in the S&P 500 saw their
stocks decline in value in 1999.

"What does all this mean for the
fund and its investment
philosophy? It's obviously not
conducive to strong returns.
Investors threw caution to the
wind in 1999, emphasizing
revenues and paying little
attention to earnings. As a result,
companies that didn't exist two
years ago quickly ascended to
multi-billion dollar market
capitalizations without
established earnings platforms.

"I can't say whether we're seeing a
fundamental shift in the way stocks
are valued. Historically, share
prices have followed earnings and
that wasn't the case in 1999. I do
know, however, that a little dose of
uncertainty - be it economic or
market-related - will go a long
way towards making investors a
bit more cautious and
conservative. If we do see some
form of uncertainty in 2000, more
of the stocks that Dividend Growth
emphasizes could come back into
favor."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF JANUARY
31, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

Schering-Plough Corp. 5.6 5.0

Cardinal Health, Inc. 4.7 3.7

Fannie Mae 4.3 5.3

Microsoft Corp. 3.5 3.3

SBC Communications, Inc. 3.4 1.7

Eli Lilly & Co. 3.1 2.4

Abbott Laboratories 2.9 3.4

General Electric Co. 2.8 3.2

Exxon Mobil Corp. 2.8 2.8

Cisco Systems, Inc. 2.4 1.2

35.5 32.0

TOP FIVE MARKET SECTORS AS OF
JANUARY 31, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 19.3 12.2

HEALTH 18.0 19.1

FINANCE 15.5 17.7

UTILITIES 10.7 8.0

RETAIL & WHOLESALE 7.9 7.8

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF JANUARY 31, 2000 * AS OF JULY 31, 1999 **

Stocks 96.1% Stocks 96.5%

Convertible Securities 0.6% Convertible Securities 0.0%

Short-Term Investments and Short-Term Investments and
Net Other Assets 3.3% Net Other Assets 3.5%

* FOREIGN INVESTMENTS 2.6% ** FOREIGN INVESTMENTS 0.5%

Row: 1, Col: 1, Value: 96.09999999999999 Row: 1, Col: 1, Value: 96.5
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.6000000000000001 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 3.3 Row: 1, Col: 8, Value: 3.5

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS JANUARY 31, 2000 (UNAUDITED)

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 96.1%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 2.7%

AEROSPACE & DEFENSE - 1.4%

Cordant Technologies, Inc. 3,320,410 $ 109,781
(c)

Honeywell International, Inc. 827,187 39,705

149,486

SHIP BUILDING & REPAIR - 1.3%

General Dynamics Corp. 3,146,450 148,276

TOTAL AEROSPACE & DEFENSE 297,762

BASIC INDUSTRIES - 0.2%

METALS & MINING - 0.2%

Alcoa, Inc. 288,200 20,084

CONSTRUCTION & REAL ESTATE -
0.4%

BUILDING MATERIALS - 0.2%

Masco Corp. 1,263,400 25,189

REAL ESTATE INVESTMENT TRUSTS
- - 0.2%

Glenborough Realty Trust, 1,633,200 22,252
Inc. (c)

TOTAL CONSTRUCTION & REAL 47,441
ESTATE

DURABLES - 0.9%

CONSUMER ELECTRONICS - 0.2%

Black & Decker Corp. 400,000 16,025

HOME FURNISHINGS - 0.6%

Newell Rubbermaid, Inc. 2,329,272 69,878

TEXTILES & APPAREL - 0.1%

Jones Apparel Group, Inc. (a) 500,000 11,000

TOTAL DURABLES 96,903

ENERGY - 7.0%

ENERGY SERVICES - 1.4%

ENSCO International, Inc. 3,183,320 72,818

Smith International, Inc. (a) 1,485,500 76,225

149,043

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

OIL & GAS - 5.6%

Chevron Corp. 311,200 $ 26,005

Conoco, Inc. Class B 4,920,452 115,938

Cooper Cameron Corp. (a) 1,609,960 79,693

Exxon Mobil Corp. 3,601,245 300,704

Santa Fe Snyder Corp. (a)(c) 12,272,315 89,741

612,081

TOTAL ENERGY 761,124

FINANCE - 15.5%

BANKS - 4.3%

Bank of America Corp. 150,000 7,266

Chase Manhattan Corp. 454,500 36,559

Comerica, Inc. 5,319,945 235,075

FleetBoston Financial Corp. 1,084,600 34,097

Mellon Financial Corp. 1,310,300 44,960

PNC Financial Corp. 350,300 16,814

Synovus Finanical Corp. 1,104,500 20,986

Wells Fargo & Co. 1,761,100 70,444

466,201

CREDIT & OTHER FINANCE - 0.9%

Associates First Capital 2,633,774 52,675
Corp. Class A

Household International, Inc. 1,226,900 43,248

95,923

FEDERAL SPONSORED CREDIT - 4.3%

Fannie Mae 7,852,500 470,659

INSURANCE - 4.8%

ACE Ltd. 1,250,000 22,109

AFLAC, Inc. 1,534,000 66,633

Allmerica Financial Corp. 1,077,200 50,359

American International Group, 1,086,146 113,095
Inc.

CIGNA Corp. 600,000 43,050

Everest Reinsurance Holdings, 830,300 20,913
Inc.

Hartford Life, Inc. Class A 1,297,500 52,792

Marsh & McLennan Companies, 200,000 18,800
Inc.

RenaissanceRe Holdings Ltd. 222,800 8,675

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

INSURANCE - CONTINUED

Travelers Property Casualty 2,844,300 $ 103,106
Corp. Class A

Xl Capital Ltd. 474,500 21,412

520,944

SECURITIES INDUSTRY - 1.2%

Charles Schwab Corp. 1,400,000 50,488

Morgan Stanley Dean Witter & 1,205,600 79,871
Co.

130,359

TOTAL FINANCE 1,684,086

HEALTH - 18.0%

DRUGS & PHARMACEUTICALS - 10.4%

American Home Products Corp. 1,241,800 58,442

Biogen, Inc. (a) 150,000 12,938

Bristol-Myers Squibb Co. 1,740,000 114,840

Eli Lilly & Co. 5,071,000 339,123

Schering-Plough Corp. 13,710,000 603,239

1,128,582

MEDICAL EQUIPMENT & SUPPLIES
- - 7.6%

Abbott Laboratories 9,611,200 313,565

Cardinal Health, Inc. 10,806,480 516,685

830,250

TOTAL HEALTH 1,958,832

HOLDING COMPANIES - 0.1%

PartnerRe Ltd. 304,000 8,816

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.6%

ELECTRICAL EQUIPMENT - 3.5%

General Electric Co. 2,324,400 310,017

Koninklijke Philips 511,028 75,504
Electronics NV (NY Shares)

385,521

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.1%

Ingersoll-Rand Co. 218,800 $ 10,297

The Stanley Works 54,400 1,367

11,664

TOTAL INDUSTRIAL MACHINERY & 397,185
EQUIPMENT

MEDIA & LEISURE - 4.6%

BROADCASTING - 3.0%

CBS Corp. (a) 1,880,000 109,628

Clear Channel Communications, 750,000 64,781
Inc. (a)

Time Warner, Inc. 1,906,988 152,440

326,849

PUBLISHING - 0.4%

McGraw-Hill Companies, Inc. 820,000 45,971

RESTAURANTS - 1.2%

McDonald's Corp. 1,425,500 53,011

Tricon Global Restaurants, 2,501,100 71,594
Inc. (a)

124,605

TOTAL MEDIA & LEISURE 497,425

NONDURABLES - 3.9%

BEVERAGES - 0.5%

Coca-Cola Enterprises, Inc. 502,600 12,691

PepsiCo, Inc. 1,275,000 43,509

56,200

FOODS - 1.3%

Quaker Oats Co. 2,449,900 145,463

HOUSEHOLD PRODUCTS - 1.6%

Clorox Co. 602,826 28,785

Gillette Co. 812,100 30,555

Procter & Gamble Co. 1,070,800 108,017

167,357

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

TOBACCO - 0.5%

Philip Morris Companies, Inc. 2,662,500 $ 55,746

TOTAL NONDURABLES 424,766

RETAIL & WHOLESALE - 7.9%

APPAREL STORES - 0.1%

Gap, Inc. 210,637 9,413

GENERAL MERCHANDISE STORES -
3.7%

Federated Department Stores, 1,241,000 51,657
Inc. (a)

Kohls Corp. (a) 37,100 2,602

Saks, Inc. (a) 4,357,154 60,456

Target Corp. 2,257,500 149,136

Wal-Mart Stores, Inc. 2,470,400 135,254

399,105

GROCERY STORES - 1.2%

Safeway, Inc. (a) 3,495,500 133,484

RETAIL & WHOLESALE,
MISCELLANEOUS - 2.9%

Alberto-Culver Co. Class A (c) 4,336,500 92,693

Home Depot, Inc. 1,836,450 103,989

Lowe's Companies, Inc. 1,858,800 82,949

Staples, Inc. (a) 1,585,400 37,752

317,383

TOTAL RETAIL & WHOLESALE 859,385

SERVICES - 0.6%

ADVERTISING - 0.6%

Interpublic Group of 248,500 11,431
Companies, Inc.

Omnicom Group, Inc. 600,000 56,213

67,644

EDUCATIONAL SERVICES - 0.0%

SkillSoft Corp. 3,500 49

TOTAL SERVICES 67,693

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - 19.3%

COMMUNICATIONS EQUIPMENT - 4.2%

Cisco Systems, Inc. (a) 2,346,600 $ 256,953

Lucent Technologies, Inc. 1,451,200 80,179

Nokia AB sponsored ADR 300,000 54,900

Nortel Networks Corp. 689,200 65,375

Turnstone Systems, Inc. 2,000 58

457,465

COMPUTER SERVICES & SOFTWARE
- - 6.4%

America Online, Inc. (a) 550,000 31,316

Automatic Data Processing, 1,224,600 58,092
Inc.

Computer Associates 400,000 27,475
International, Inc.

Computer Sciences Corp. (a) 509,000 46,764

DST Systems, Inc. (a) 1,215,600 75,519

Intuit, Inc. (a) 520,300 31,381

Legato Systems, Inc. (a) 100,000 2,519

Microsoft Corp. (a) 3,874,200 379,187

NCR Corp. (a) 980,000 37,730

Networks Associates, Inc. (a) 400,000 10,375

700,358

COMPUTERS & OFFICE EQUIPMENT
- - 3.5%

Dell Computer Corp. (a) 1,900,000 73,031

EMC Corp. (a) 1,050,000 111,825

Hewlett-Packard Co. 911,700 98,692

International Business 900,000 100,969
Machines Corp.

384,517

ELECTRONIC INSTRUMENTS - 0.2%

DBT Online, Inc. (a) 794,400 14,895

Sequenom, Inc. 3,500 91

14,986

ELECTRONICS - 5.0%

Altera Corp. (a) 161,500 10,619

Conexant Systems, Inc. (a) 200,000 16,900

Intel Corp. 1,926,800 190,633

JDS Uniphase Corp. (a) 187,000 38,136

Linear Technology Corp. 1,120,700 106,116

Motorola, Inc. 348,700 47,685

Quantum Effect Devices, Inc. 2,600 42

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Solectron Corp. (a) 150,000 $ 10,894

Texas Instruments, Inc. 1,162,600 125,415

546,440

TOTAL TECHNOLOGY 2,103,766

TRANSPORTATION - 0.7%

RAILROADS - 0.7%

Burlington Northern Santa Fe 3,078,100 74,067
Corp.

UTILITIES - 10.7%

CELLULAR - 0.6%

ALLTEL Corp. 132,700 8,858

QUALCOMM, Inc. (a) 230,000 29,210

Vodafone AirTouch PLC 400,000 22,400
sponsored ADR

60,468

ELECTRIC UTILITY - 1.2%

AES Corp. (a) 531,600 42,594

CMS Energy Corp. 150,700 4,521

Entergy Corp. 1,529,200 38,134

Illinova Corp. 352,400 15,418

IPALCO Enterprises, Inc. 1,416,200 27,527

PG&E Corp. 8,500 186

128,380

TELEPHONE SERVICES - 8.9%

AT&T Corp. 3,331,781 175,751

Bell Atlantic Corp. 1,098,200 68,020

BellSouth Corp. 2,808,000 132,152

MCI WorldCom, Inc. (a) 2,342,113 107,591

SBC Communications, Inc. 8,581,791 370,090

Sprint Corp. - FON Group 1,305,000 84,417

U.S. WEST, Inc. 500,000 33,250

971,271

TOTAL UTILITIES 1,160,119

TOTAL COMMON STOCKS 10,459,454
(Cost $9,148,773)

CONVERTIBLE PREFERRED STOCKS
- - 0.6%

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - 0.6%

BROADCASTING - 0.6%

Comcast Corp.:

$1.44 ZONES 164,200 $ 17,436

$1.63 ZONES 392,000 41,552

(Cost $43,770) 58,988

CASH EQUIVALENTS - 4.2%

Central Cash Collateral Fund, 2,621,600 2,622
5.56% (b)

Taxable Central Cash Fund, 454,853,405 454,853
5.45% (b)

TOTAL CASH EQUIVALENTS 457,475
(Cost $457,475)

TOTAL INVESTMENT PORTFOLIO - 10,975,917
100.9%
(Cost $9,650,018)

NET OTHER ASSETS - (0.9)% (96,034)

NET ASSETS - 100% $ 10,879,883

</TABLE>

SECURITY TYPE ABBREVIATIONS

ZONES - Zero Premium Option
Exchangeable Securities

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

At January 31, 2000, the aggregate
cost of investment securities for income
tax purposes was $9,691,935,000.
Net unrealized appreciation aggre-
gated $1,283,982,000, of which $2,116,616,000 related to appreciated
investment securities and $832,634,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) JANUARY
31, 2000 (UNAUDITED)

ASSETS

Investment in securities, at $ 10,975,917
value (cost $9,650,018) -
See accompanying schedule

Receivable for investments 174,472
sold

Receivable for fund shares 14,160
sold

Dividends receivable 10,594

Interest receivable 1,447

Other receivables 354

TOTAL ASSETS 11,176,944

LIABILITIES

Payable for investments $ 199,623
purchased

Payable for fund shares 89,095
redeemed

Accrued management fee 4,281

Other payables and accrued 1,440
expenses

Collateral on securities 2,622
loaned, at value

TOTAL LIABILITIES 297,061

NET ASSETS $ 10,879,883

Net Assets consist of:

Paid in capital $ 9,547,042

Undistributed net investment 10,056
income

Accumulated undistributed net (3,114)
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 1,325,899
(depreciation) on investments

NET ASSETS, for 395,213 $ 10,879,883
shares outstanding

NET ASSET VALUE, offering $27.53
price and redemption price
per share ($10,879,883
(divided by) 395,213 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED JANUARY 31,
2000 (UNAUDITED)

INVESTMENT INCOME $ 72,308
Dividends (including $2,343
received from affiliated
issuers)

Interest 9,239

Security lending 22

TOTAL INCOME 81,569

EXPENSES

Management fee Basic fee $ 38,298

Performance adjustment (3,702)

Transfer agent fees 13,650

Accounting and security 505
lending fees

Non-interested trustees' 19
compensation

Custodian fees and expenses 128

Registration fees 56

Audit 36

Legal 46

Miscellaneous 34

Total expenses before 49,070
reductions

Expense reductions (1,525) 47,545

NET INVESTMENT INCOME 34,024

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

Investment securities 30,514
(including realized gain
(loss) of $(5,683) on
sales of investments in
affiliated issuers)

Foreign currency transactions (173) 30,341

Change in net unrealized (655,631)
appreciation (depreciation)
on investment securities

NET GAIN (LOSS) (625,290)

NET INCREASE (DECREASE) IN $ (591,266)
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, YEAR ENDED JULY 31, 1999
2000 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 34,024 $ 62,989
income

Net realized gain (loss) 30,341 1,195,042

Change in net unrealized (655,631) 801,977
appreciation (depreciation)

NET INCREASE (DECREASE) IN (591,266) 2,060,008
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (64,189) (38,407)
From net investment income

From net realized gain (983,904) (597,854)

TOTAL DISTRIBUTIONS (1,048,093) (636,261)

Share transactions Net 2,203,829 9,445,534
proceeds from sales of shares

Reinvestment of distributions 1,017,523 617,315

Cost of shares redeemed (4,985,608) (4,574,330)

NET INCREASE (DECREASE) IN (1,764,256) 5,488,519
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) (3,403,615) 6,912,266
IN NET ASSETS

NET ASSETS

Beginning of period 14,283,498 7,371,232

End of period (including $ 10,879,883 $ 14,283,498
undistributed net investment
income of $10,056 and
$45,206, respectively)

OTHER INFORMATION
Shares

Sold 77,033 331,300

Issued in reinvestment of 34,903 26,258
distributions

Redeemed (175,378) (161,099)

Net increase (decrease) (63,442) 196,459

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

SIX MONTHS ENDED JANUARY 31, YEARS ENDED JULY 31,
2000

(UNAUDITED) 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 31.14 $ 28.11 $ 25.07 $ 17.24 $ 16.04 $ 11.68
period

Income from Invest- ment
Operations

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

Net realized and unrealized (1.40) 5.18 5.21 8.09 2.25 4.47
gain (loss)

Total from investment (1.33) 5.35 5.38 8.29 2.36 4.52
operations

Less Distributions

From net investment income (.14) (.13) (.15) (.09) (.09) (.01)

From net realized gain (2.14) (2.19) (2.19) (.37) (1.07) (.15)

Total distributions (2.28) (2.32) (2.34) (.46) (1.16) (.16)

Net asset value, end of period $ 27.53 $ 31.14 $ 28.11 $ 25.07 $ 17.24 $ 16.04

TOTAL RETURN B, C (4.67)% 21.90% 23.81% 49.21% 15.44% 39.14%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 10,880 $ 14,283 $ 7,371 $ 4,368 $ 1,220 $ 465
(in millions)

Ratio of expenses to average .74% A .87% .89% .95% 1.02% 1.21%
net assets

Ratio of expenses to average .71% A, E .84% E .86% E .92% E .99% E 1.19% E
net assets after expense
reductions

Ratio of net invest- ment .51% A .58% .64% .99% .86% .78%
income to average net
assets

Portfolio turnover rate 84% A 104% 109% 141% 129% 162%

</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.
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.

NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 2000 (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:

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

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."

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.

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 &

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT - CONTINUED

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.

CENTRAL CASH FUNDS. Pursuant to an Exemptive Order issued by the SEC,
the funds may invest in the Taxable Central Cash Fund and the Central
Cash Collateral Fund (the Cash Funds) managed by Fidelity Investments
Money Management, Inc., an affiliate of FMR. The Cash Funds are
open-end money market funds available only to investment companies and
other accounts managed by FMR and its affiliates. The Cash Funds seek
preservation of capital, liquidity, and current income. Income
distributions from the Cash Funds are declared daily and paid monthly
from net interest income. Income distributions earned by the funds are
recorded as either interest income or security lending income in the
accompanying financial statements.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $5,364,708,000 and $8,004,329,000, 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 .2167% 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 .52% of average
net assets after the performance adjustment.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

5. SECURITY LENDING.

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 $1,282,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $1,000 and $242,000 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:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH
AFFILIATED COMPANIES

AMOUNTS IN THOUSANDS AFFILIATE PURCHASE COST SALES COST DIVIDEND INCOME VALUE

Alberto-Culver Co. Class A $ - $ - $ 282 $ 92,693

Cordant Technologies, Inc. 12,775 542 599 109,781

Forrester Research, Inc. - 2,347 - -

Glenborough Realty Trust, Inc. - 3,058 1,462 22,252

Santa Fe Snyder Corp. 20,912 15,627 - 89,741

TOTALS $ 33,687 $ 21,574 $ 2,343 $ 314,467

</TABLE>

MANAGING YOUR INVESTMENTS

BY PHONE

(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FASTSM)

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

(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 Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

8180 Greensboro Drive
McLean, VA

WASHINGTON

411 108th Avenue, N.E.
Bellevue, WA

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 K Street, N.W.
Washington, DC

WISCONSIN

595 North Barker Road
Brookfield, WI

TO WRITE FIDELITY

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

(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)

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

(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS

BUYING SHARES

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

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

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

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5587

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 75039-5587

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.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Ltd.

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
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

* INDEPENDENT TRUSTEES

DGF-SANN-0300 95069
1.470802.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund(registered trademark)
Contrafund(registered trademark)II
Disciplined Equity Fund
Dividend Growth Fund
Export and Multinational Fund
Fidelity FiftySM
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
Tax Managed Stock Fund
TechnoQuant (registered trademark) Growth Fund
Trend Fund
Value Fund

AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FIDELITY(REGISTERED TRADEMARK)
GROWTH & INCOME
PORTFOLIO

SEMIANNUAL REPORT
JANUARY 31, 2000

(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 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.

This report is printed on recycled paper using soy-based inks.

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

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CUMULATIVE TOTAL RETURNS

PERIODS ENDED JANUARY 31, 2000 PAST 6 MONTHS PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY GROWTH & INCOME 1.89% 4.16% 182.97% 444.63%

S&P 500 5.59% 10.35% 225.05% 442.52%

Growth & Income Funds Average 1.02% 6.97% 152.24% 300.81%

</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 500SM 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 978 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges. Lipper has created new comparison
categories that group funds according to portfolio characteristics and
capitalization, as well as by capitalization only. These averages are
listed on page 5 of this report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED JANUARY 31, 2000 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY GROWTH & INCOME 4.16% 23.13% 18.47%

S&P 500 10.35% 26.59% 18.42%

Growth & Income Funds Average 6.97% 19.94% 14.62%

$10,000 OVER 10 YEARS
Growth & Income S&P 500
00027 SP001
1990/01/31 10000.00 10000.00
1990/02/28 10153.66 10129.00
1990/03/31 10332.00 10397.42
1990/04/30 10065.49 10137.48
1990/05/31 10809.25 11125.89
1990/06/30 10759.01 11050.23
1990/07/31 10684.04 11014.87
1990/08/31 9771.83 10019.13
1990/09/30 9208.36 9531.20
1990/10/31 9189.18 9490.21
1990/11/30 9643.20 10103.28
1990/12/31 9835.93 10385.16
1991/01/31 10734.21 10837.95
1991/02/28 11638.96 11612.87
1991/03/31 12280.09 11893.90
1991/04/30 12449.20 11922.44
1991/05/31 13164.67 12437.49
1991/06/30 12270.55 11867.86
1991/07/31 13022.34 12420.90
1991/08/31 13401.50 12715.27
1991/09/30 13283.30 12502.93
1991/10/31 13520.86 12670.47
1991/11/30 12814.96 12159.85
1991/12/31 13951.45 13550.93
1992/01/31 14285.08 13298.89
1992/02/29 14598.29 13471.77
1992/03/31 14298.44 13209.07
1992/04/30 14619.98 13597.42
1992/05/31 14674.72 13664.05
1992/06/30 14386.33 13460.45
1992/07/31 14682.18 14010.98
1992/08/31 14530.81 13723.76
1992/09/30 14679.65 13885.70
1992/10/31 14795.91 13934.30
1992/11/30 15253.19 14409.46
1992/12/31 15560.95 14586.70
1993/01/31 15995.18 14709.22
1993/02/28 16176.76 14909.27
1993/03/31 16770.48 15223.86
1993/04/30 16746.66 14855.44
1993/05/31 17096.04 15253.56
1993/06/30 17359.28 15297.80
1993/07/31 17487.04 15236.61
1993/08/31 18173.74 15814.08
1993/09/30 18272.67 15692.31
1993/10/31 18477.16 16017.14
1993/11/30 18060.01 15864.97
1993/12/31 18599.90 16056.94
1994/01/31 19303.04 16602.88
1994/02/28 18934.73 16152.94
1994/03/31 18101.78 15448.67
1994/04/30 18463.31 15646.41
1994/05/31 18522.16 15903.02
1994/06/30 18200.69 15513.39
1994/07/31 18724.33 16022.23
1994/08/31 19442.22 16679.14
1994/09/30 19216.49 16270.50
1994/10/31 19445.47 16636.59
1994/11/30 18723.31 16030.68
1994/12/31 19021.58 16268.42
1995/01/31 19247.06 16690.26
1995/02/28 19815.28 17340.68
1995/03/31 20438.86 17852.40
1995/04/30 21009.63 18378.16
1995/05/31 21607.57 19112.73
1995/06/30 21997.56 19556.72
1995/07/31 22834.52 20205.22
1995/08/31 23007.37 20255.94
1995/09/30 23932.48 21110.74
1995/10/31 23820.38 21035.37
1995/11/30 24941.34 21958.82
1995/12/31 25751.85 22381.75
1996/01/31 26608.65 23143.63
1996/02/29 26903.78 23358.17
1996/03/31 27132.66 23583.11
1996/04/30 27409.72 23930.72
1996/05/31 27935.18 24547.89
1996/06/30 28107.60 24641.42
1996/07/31 27033.92 23552.76
1996/08/31 27455.72 24049.49
1996/09/30 28904.96 25403.00
1996/10/31 29363.77 26103.61
1996/11/30 31218.96 28076.78
1996/12/31 30908.50 27520.58
1997/01/31 32226.11 29240.07
1997/02/28 32588.20 29469.31
1997/03/31 31255.98 28258.42
1997/04/30 32920.68 29945.44
1997/05/31 34696.35 31768.52
1997/06/30 36492.04 33191.75
1997/07/31 38972.09 35832.82
1997/08/31 36856.46 33825.47
1997/09/30 38835.06 35678.09
1997/10/31 37800.44 34486.44
1997/11/30 39294.90 36082.82
1997/12/31 40234.76 36702.36
1998/01/31 40857.82 37108.29
1998/02/28 43392.30 39784.53
1998/03/31 45338.70 41821.90
1998/04/30 45412.78 42242.63
1998/05/31 44883.62 41516.48
1998/06/30 46696.20 43202.88
1998/07/31 46399.11 42742.77
1998/08/31 40085.95 36563.02
1998/09/30 42833.75 38905.24
1998/10/31 46005.80 42069.80
1998/11/30 48689.84 44619.65
1998/12/31 51624.58 47190.63
1999/01/31 52289.03 49164.14
1999/02/28 51309.24 47636.12
1999/03/31 52625.53 49542.04
1999/04/30 53934.40 51460.81
1999/05/31 52557.83 50245.82
1999/06/30 55113.82 53034.46
1999/07/31 53451.58 51378.72
1999/08/31 52716.58 51124.40
1999/09/30 51476.66 49723.08
1999/10/31 54091.69 52869.56
1999/11/30 54605.14 53944.39
1999/12/31 57001.51 57121.72
2000/01/31 54463.28 54251.92
IMATRL PRASUN SHR__CHT 20000131 20000306 105135 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Growth & Income Portfolio on January 31, 1990. As
the chart shows, by January 31, 2000, the value of the investment
would have grown to $54,463 - a 444.63% increase on the initial
investment. For comparison, look at how the Standard & Poor's 500
Index did over the same period. With dividends and capital gains, if
any, reinvested, the same $10,000 would have grown to $54,252 - a
442.52% increase.

(checkmark)UNDERSTANDING
PERFORMANCE

* THE LIPPER LARGE-CAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER LARGE-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF JANUARY 31, 2000, THE SIX
MONTH, ONE YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE TOTAL RETURNS FOR
THE LARGE-CAP CORE FUNDS AVERAGE WERE 8.28%, 12.75%, 194.35%, AND
372.24%, RESPECTIVELY. THE ONE YEAR, FIVE YEAR AND 10 YEAR AVERAGE
ANNUAL TOTAL RETURNS WERE 12.75%, 23.99%, AND 16.63%, RESPECTIVELY.
THE SIX MONTH, ONE YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE TOTAL
RETURNS FOR THE LARGE-CAP SUPERGROUP AVERAGE WERE 10.61%, 14.76%,
208.98% AND 407.99%, RESPECTIVELY. THE ONE YEAR, FIVE YEAR AND 10 YEAR
AVERAGE ANNUAL TOTAL RETURNS WERE 14.76%, 24.87%, AND 17.31%,
RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(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-month period ending January 31, 2000, the fund returned
1.89%. This outpaced the growth and income funds average tracked by
Lipper Inc., which returned 1.02% during that time frame. However, the
fund's performance trailed the Standard & Poor's 500 Index, which
returned 5.59% over the past six months. For the 12 months ending
January 31, 2000, the fund returned 4.16%, while the S&P 500 and the
Lipper average were up 10.35% and 6.97%, respectively.

Q. WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE?

A. Much of the period - particularly the fourth quarter of 1999 - was,
in my opinion, unprecedented for its speculative, momentum-driven run
in technology and wireless telecommunications, leaving the rest of the
market well behind. Given our underweighting in these sectors relative
to the S&P 500, it's clear why the fund underperformed its benchmark.
Wireless data standout Qualcomm, for example - which the fund didn't
own - was up 272% in the fourth quarter alone, and tech names Oracle
and Yahoo! were each up over 140%.

Q. STILL, TECHNOLOGY WAS THE FUND'S LARGEST SECTOR WEIGHTING AT THE
END OF THE PERIOD. WHAT OPPORTUNITIES DID YOU SEEK IN THAT INDUSTRY?

A. I focused on the industry's more stable, predictable growers -
names such as Cisco, Microsoft and Intel, three of the fund's top-five
performers for the period. While I did increase the fund's tech
weighting from 16% six months ago to approximately 25% at the close of
the period, which helped the fund beat its peers, it didn't seem wise
in the long run to equal the S&P's nearly 30% weighting in the sector.

Q. WHY NOT?

A. Well, for one thing, speculative bubbles at some point do end. For
another, some of the tech sector's meteoric rise came at the expense
of common-sense, fundamental investment principles. More than a few
technology stocks experienced double- and even triple-digit gains, yet
did so by discounting heavily onto the future. That's not the kind of
investment that this fund is in the habit of chasing.

Q. WHAT OTHER STRATEGIES DID YOU EMPLOY TO LIFT THE FUND'S
PERFORMANCE?

A. I bumped up its health care weighting. After subpar performance
throughout much of 1999, health stocks rallied late in the period as
investors began to recognize the industry's steady growth rates,
reasonable valuations, and a lessening of fears concerning
governmental price controls. Also, this sector traditionally does well
regardless of economic conditions, and that proved true once again.

Q. WHAT STOCKS WERE PARTICULARLY STRONG PERFORMERS DURING THE PERIOD?

A. Several of the fund's health care picks, including Warner-Lambert
and Amgen, were among the fund's best contributors. GE, the fund's
largest holding, also was its best performer. Several of its
subsidiary enterprises in addition to the stalwart GE Capital were
particularly strong. Its power systems businesses - gas turbine
engines, for one example - were great earnings growth stories,
benefiting from increased demand around the world. American Express,
which topped an otherwise lackluster finance sector, was a big
beneficiary of the Internet; online transactions are made entirely by
credit card, versus the costlier bricks and mortar world where checks
and cash are also accepted. Also, AMEX's launch of its new "Blue"
Internet-friendly credit card was very successful.

Q. WHAT STOCKS DID NOT LIVE UP TO YOUR EXPECTATIONS?

A. MCI WorldCom disappointed. A slowdown in its voice long-distance
business led to a slowdown in revenue growth. Ongoing tobacco
litigation drove Philip Morris' stock down to its lowest price since
1994. I cut back appreciably on this holding. Finance stocks
Associates First Capital and Fannie Mae struggled against rising
interest rates, although Associates did compound its problems by
missing its earnings expectations.

Q. WHAT'S YOUR OUTLOOK, STEVE?

A. It does not appear at this point that the Federal Reserve Board's
interest-rate hikes have slowed the U.S. economy, so my guess is that
we still have a few rate hikes to go. Once the rate hikes come to an
end, I think steady growers such as large-cap pharmaceuticals stocks
have a brighter outlook than the more speculative issues. I will,
however, keep my eyes open for bargains within the technology and
wireless sectors, particularly Internet infrastructure plays that I
believe have real business models and several years of strong growth
ahead of them.

(checkmark)FUND FACTS

GOAL: to seek 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,
2000, more than $44.8
billion

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

STEVEN KAYE ON THE
PROSPECTS FOR HEALTH CARE
STOCKS:

"While it's no secret that the
health care sector experienced a
less-than-stellar 1999, I think its
prospects are fairly bright in 2000,
and it could emerge as one of the
market's best-performing sectors
during the year.

"There are several reasons why I'm
bullish about the sector's
potential. First, many of the issues
surrounding the industry's decline
in 1999 have subsided, including
the threat of onerous government
pricing regulation and Medicare
reform. Any Medicare reform at
this point shouldn't be so toxic to
the health care industry that price
controls become necessary. Second,
many drug stocks maintained
good growth rates in 1999 but
were hurt by the overhang of
fading product pipelines. Today,
however, I see plenty of new
products in the pipeline, and with
swift FDA approval rates, there is
always the possibility for a new
blockbuster drug right around the
corner.

"Also, as I mentioned earlier in the
report, the health care sector
historically has stood up well in a
down economy. If the Fed's actions
succeed in slowing the economy,
traditionally stable, steady
growers such as health care
should outperform the overall
market. We've already seen that in
January. Technology finally
experienced a dip, and health care
was the month's best performing
sector. Of course, its only one
month out of 12, but so far, the
conditions are in place for health
care to enjoy a very prosperous
new year."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF JANUARY
31, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

General Electric Co. 4.8 4.3

Microsoft Corp. 4.8 3.2

Exxon Mobil Corp. 3.7 3.0

Cisco Systems, Inc. 2.9 1.3

Merck & Co., Inc. 2.7 2.5

American Express Co. 2.3 2.1

Intel Corp. 2.2 1.0

Fannie Mae 2.1 2.2

Wal-Mart Stores, Inc. 2.1 1.3

Procter & Gamble Co. 1.8 1.4

29.4 22.3

TOP FIVE MARKET SECTORS AS OF
JANUARY 31, 2000

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 25.5 16.1

FINANCE 14.4 15.9

HEALTH 13.8 13.0

UTILITIES 7.2 8.4

ENERGY 5.9 5.8

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF JANUARY 31, 2000 * AS OF JULY 31, 1999 **

Stocks and equity futures 95.7% Stocks 93.2%

Convertible Securities 0.5% Bonds 0.4%

Short-Term Investments and Convertible Securities 0.6%
Net Other Assets 3.8%

Short-Term Investments and
Net Other Assets 5.8%

* FOREIGN INVESTMENTS 3.8% ** FOREIGN INVESTMENTS 3.3.%

Row: 1, Col: 1, Value: 95.59999999999999 Row: 1, Col: 1, Value: 93.2
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.4
Row: 1, Col: 4, Value: 0.0 Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 0.5 Row: 1, Col: 5, Value: 0.6000000000000001
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 3.9 Row: 1, Col: 8, Value: 5.8

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS JANUARY 31, 2000 (UNAUDITED)

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 94.9%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 1.8%

AEROSPACE & DEFENSE - 1.4%

Boeing Co. 4,627,600 $ 205,061

Honeywell International, Inc. 4,726,113 226,853

Northrop Grumman Corp. 748,400 37,607

Textron, Inc. 1,111,400 66,337

United Technologies Corp. 1,312,100 69,459

605,317

SHIP BUILDING & REPAIR - 0.4%

General Dynamics Corp. 3,892,800 183,448

TOTAL AEROSPACE & DEFENSE 788,765

BASIC INDUSTRIES - 1.9%

CHEMICALS & PLASTICS - 1.1%

E. I. du Pont de Nemours and 2,292,200 135,240
Co.

IMC Global, Inc. 4,661,000 76,324

Monsanto Co. 5,435,800 191,952

Union Carbide Corp. 1,544,400 86,486

490,002

IRON & STEEL - 0.1%

Nucor Corp. 341,400 16,985

METALS & MINING - 0.2%

Alcoa, Inc. 1,362,000 94,914

PACKAGING & CONTAINERS - 0.5%

Corning, Inc. 1,496,300 230,804

PAPER & FOREST PRODUCTS - 0.0%

International Paper Co. 100,000 4,763

TOTAL BASIC INDUSTRIES 837,468

CONSTRUCTION & REAL ESTATE -
1.2%

BUILDING MATERIALS - 0.1%

Fortune Brands, Inc. 1,506,400 43,686

REAL ESTATE INVESTMENT TRUSTS
- - 1.1%

CBL & Associates Properties, 2,151,900 45,324
Inc. (d)

Equity Office Properties Trust 6,446,590 164,791

Equity Residential Properties 3,577,365 148,461
Trust (SBI)

Manufactured Home 921,400 22,114
Communities, Inc.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

CONSTRUCTION & REAL ESTATE -
CONTINUED

REAL ESTATE INVESTMENT TRUSTS
- - CONTINUED

Public Storage, Inc. 3,540,100 $ 80,316

The Rouse Co. 71,400 1,589

Urban Shopping Centers, Inc. 716,400 19,970

482,565

TOTAL CONSTRUCTION & REAL 526,251
ESTATE

DURABLES - 1.3%

AUTOS, TIRES, & ACCESSORIES -
0.8%

Ford Motor Co. 4,000,000 199,000

General Motors Corp. 1,557,438 125,276

TRW, Inc. 1,013,800 44,417

368,693

CONSUMER DURABLES - 0.4%

Minnesota Mining & 1,753,700 164,190
Manufacturing Co.

CONSUMER ELECTRONICS - 0.0%

General Motors Corp. Class H 219,800 24,728
(a)

TEXTILES & APPAREL - 0.1%

Unifi, Inc. (a)(d) 3,831,300 42,384

TOTAL DURABLES 599,995

ENERGY - 5.9%

ENERGY SERVICES - 0.2%

Schlumberger Ltd. 1,700,800 103,855

OIL & GAS - 5.7%

BP Amoco PLC sponsored ADR 7,362,220 395,719

Chevron Corp. 1,730,900 144,638

Exxon Mobil Corp. 19,801,947 1,653,463

Royal Dutch Petroleum Co. (NY 6,333,200 348,722
Shares)

2,542,542

TOTAL ENERGY 2,646,397

FINANCE - 14.3%

BANKS - 2.8%

Bank of America Corp. 1,182,906 57,297

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

BANKS - CONTINUED

Bank of New York Co., Inc. 10,826,508 $ 439,827

Bank One Corp. 2,306,900 68,774

Chase Manhattan Corp. 1,965,600 158,108

FleetBoston Financial Corp. 2,369,998 74,507

Mellon Financial Corp. 3,324,000 114,055

Wachovia Corp. 2,929,800 187,690

Wells Fargo & Co. 4,568,900 182,756

1,283,014

CREDIT & OTHER FINANCE - 4.0%

American Express Co. 6,107,730 1,006,630

Associates First Capital 15,315,038 306,301
Corp. Class A

Capital Trust, Inc. (a)(d) 1,635,782 6,748

Citigroup, Inc. 7,291,295 418,794

Household International, Inc. 1,176,540 41,473

1,779,946

FEDERAL SPONSORED CREDIT - 4.2%

Fannie Mae 15,450,800 926,082

Freddie Mac 9,882,800 495,993

SLM Holding Corp. (d) 12,058,450 469,526

1,891,601

INSURANCE - 2.6%

Allmerica Financial Corp. 1,216,100 56,853

American International Group, 7,179,500 747,565
Inc.

Hartford Financial Services 4,563,700 173,991
Group, Inc.

Marsh & McLennan Companies, 27,600 2,594
Inc.

MBIA, Inc. 3,362,700 168,345

The Chubb Corp. 50,800 2,858

1,152,206

SECURITIES INDUSTRY - 0.7%

Charles Schwab Corp. 891,100 32,135

Daiwa Securities Co. Ltd. 1,784,000 28,982

Morgan Stanley Dean Witter & 3,892,600 257,885
Co.

319,002

TOTAL FINANCE 6,425,769

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - 13.8%

DRUGS & PHARMACEUTICALS - 11.2%

Allergan, Inc. 3,432,000 $ 195,624

American Home Products Corp. 7,944,000 373,865

Amgen, Inc. (a) 7,970,100 507,596

Bausch & Lomb, Inc. 791,600 49,079

Bristol-Myers Squibb Co. 9,891,600 652,846

Eli Lilly & Co. 9,066,332 606,311

Forest Laboratories, Inc. (a) 648,500 43,774

Merck & Co., Inc. 15,540,300 1,224,770

Pfizer, Inc. 3,917,404 142,496

QLT PhotoTherapeutics, Inc. 796,200 53,985
(a)

Schering-Plough Corp. 6,540,400 287,778

Teva Pharmaceutical 1,800,000 117,788
Industries Ltd. ADR

Warner-Lambert Co. 7,969,580 756,612

5,012,524

MEDICAL EQUIPMENT & SUPPLIES
- - 2.2%

Abbott Laboratories 463,500 15,122

Baxter International, Inc. 3,147,900 201,072

Becton, Dickinson & Co. 6,831,600 178,903

C. R. Bard, Inc. (d) 4,381,200 196,059

Cardinal Health, Inc. 1,194,400 57,107

Guidant Corp. (a) 515,200 27,112

Johnson & Johnson 1,052,500 90,581

Medtronic, Inc. 2,243,790 102,653

Stryker Corp. 1,597,200 100,624

969,233

MEDICAL FACILITIES MANAGEMENT
- - 0.4%

United HealthCare Corp. 672,800 35,658

Wellpoint Health Networks, 2,206,200 150,022
Inc. (a)

185,680

TOTAL HEALTH 6,167,437

INDUSTRIAL MACHINERY &
EQUIPMENT - 5.1%

ELECTRICAL EQUIPMENT - 5.0%

Emerson Electric Co. 1,224,000 67,397

General Electric Co. 16,220,400 2,163,391

2,230,788

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.1%

Caterpillar, Inc. 491,400 $ 20,854

Ingersoll-Rand Co. 846,100 39,820

60,674

TOTAL INDUSTRIAL MACHINERY & 2,291,462
EQUIPMENT

MEDIA & LEISURE - 3.7%

BROADCASTING - 1.9%

CBS Corp. (a) 2,457,234 143,287

Clear Channel Communications, 400,000 34,550
Inc. (a)

Comcast Corp. Class A 3,042,200 139,941
(special)

Infinity Broadcasting Corp. 1,196,000 38,870
Class A

MediaOne Group, Inc. (a) 2,087,000 165,917

Time Warner, Inc. 4,055,364 324,176

846,741

ENTERTAINMENT - 0.7%

Viacom, Inc. Class B 2,851,200 157,885
(non-vtg.) (a)

Walt Disney Co. 4,879,400 177,183

335,068

LODGING & GAMING - 0.3%

Mirage Resorts, Inc. (a) 990,300 12,379

Starwood Hotels & Resorts 5,672,543 136,141
Worldwide, Inc. unit

148,520

PUBLISHING - 0.2%

Times Mirror Co. Class A 1,251,100 74,049

RESTAURANTS - 0.6%

McDonald's Corp. 2,131,500 79,265

Starbucks Corp. (a) 1,900,700 60,822

Tricon Global Restaurants, 4,339,410 124,216
Inc. (a)

264,303

TOTAL MEDIA & LEISURE 1,668,681

NONDURABLES - 5.7%

BEVERAGES - 1.6%

Anheuser-Busch Companies, 2,856,100 192,787
Inc.

PepsiCo, Inc. 6,607,400 225,478

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

BEVERAGES - CONTINUED

The Coca-Cola Co. 3,755,200 $ 215,689

Whitman Corp. 5,930,400 74,501

708,455

FOODS - 1.4%

Bestfoods 2,530,200 110,064

H. J. Heinz Co. 360,000 13,388

Nabisco Group Holdings Corp. 1,439,100 12,412

Nestle SA (Reg.) 38,500 62,888

Quaker Oats Co. 1,986,090 117,924

Ralston Purina Co. 945,321 26,528

Sara Lee Corp. 4,380,700 80,769

Sysco Corp. 5,681,700 202,055

626,028

HOUSEHOLD PRODUCTS - 2.2%

Avon Products, Inc. 1,363,600 43,380

Colgate-Palmolive Co. 964,300 57,135

Gillette Co. 2,699,000 101,550

Procter & Gamble Co. 7,867,900 793,674

995,739

TOBACCO - 0.5%

Philip Morris Companies, Inc. 10,653,200 223,051

TOTAL NONDURABLES 2,553,273

RETAIL & WHOLESALE - 5.5%

APPAREL STORES - 0.2%

The Limited, Inc. 2,797,800 85,857

DRUG STORES - 0.9%

CVS Corp. 5,641,468 197,099

Walgreen Co. 8,247,800 227,845

424,944

GENERAL MERCHANDISE STORES -
2.3%

Kohls Corp. (a) 423,100 29,670

Target Corp. 937,600 61,940

Wal-Mart Stores, Inc. 16,817,100 920,736

1,012,346

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

GROCERY STORES - 0.3%

Kroger Co. (a) 2,423,324 $ 42,105

Safeway, Inc. (a) 2,132,900 81,450

123,555

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.8%

Home Depot, Inc. 13,753,050 778,766

Staples, Inc. (a) 1,658,700 39,498

818,264

TOTAL RETAIL & WHOLESALE 2,464,966

SERVICES - 1.7%

ADVERTISING - 0.6%

Interpublic Group of 2,634,334 121,179
Companies, Inc.

Omnicom Group, Inc. 1,581,400 148,157

269,336

EDUCATIONAL SERVICES - 0.0%

SkillSoft Corp. 14,700 206

LEASING & RENTAL - 0.1%

Marubeni Corp. 12,737,000 50,040

SERVICES - 1.0%

ACNielsen Corp. (a) 841,332 17,247

Ecolab, Inc. 1,458,900 51,335

Gartner Group, Inc. Class B 3,232,338 44,041
(a)

H&R Block, Inc. (d) 5,231,500 225,608

Viad Corp. 3,377,700 88,876

427,107

TOTAL SERVICES 746,689

TECHNOLOGY - 25.3%

COMMUNICATIONS EQUIPMENT - 4.8%

3Com Corp. (a) 350,000 17,763

ADC Telecommunications, Inc. 2,221,700 146,493
(a)

Cisco Systems, Inc. (a) 11,659,600 1,276,726

Lucent Technologies, Inc. 4,480,029 247,522

Nokia AB sponsored ADR 894,100 163,620

Nortel Networks Corp. 983,300 93,272

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMMUNICATIONS EQUIPMENT -
CONTINUED

Telefonaktiebolaget LM 1,769,900 $ 131,968
Ericsson sponsored ADR

Tellabs, Inc. (a) 1,197,000 64,638

Turnstone Systems, Inc. 8,500 247

2,142,249

COMPUTER SERVICES & SOFTWARE
- - 9.6%

America Online, Inc. (a) 1,800,000 102,488

At Home Corp. Series A (a) 253,900 9,152

Automatic Data Processing, 7,063,000 335,051
Inc.

BEA Systems, Inc. (a) 237,600 17,909

Ceridian Corp. (a)(d) 7,815,900 125,054

Citrix Systems, Inc. (a) 340,000 46,665

Computer Associates 1,564,200 107,441
International, Inc.

Compuware Corp. (a) 1,029,600 21,815

DST Systems, Inc. (a) 1,214,100 75,426

Electronic Data Systems Corp. 3,149,900 213,012

First Data Corp. 1,673,400 82,101

Healtheon/Web Maryland Corp. 942,730 61,277

IMS Health, Inc. (d) 17,493,400 392,508

Intuit, Inc. (a) 617,500 37,243

Litton Industries, Inc. (a)(d) 3,066,800 130,147

Lycos, Inc. (a) 659,900 48,461

Microsoft Corp. (a) 21,961,700 2,149,501

Oracle Corp. (a) 6,344,120 316,909

Siebel Systems, Inc. (a) 100,000 9,169

Yahoo!, Inc. (a) 94,400 30,403

4,311,732

COMPUTERS & OFFICE EQUIPMENT
- - 5.2%

Compaq Computer Corp. 3,550,000 97,181

Dell Computer Corp. (a) 4,589,200 176,397

EMC Corp. (a) 3,426,900 364,965

Gateway, Inc. (a) 250,900 15,352

Hewlett-Packard Co. 2,505,900 271,264

International Business 4,392,600 492,795
Machines Corp.

Juniper Networks, Inc. 593,100 80,254

Pitney Bowes, Inc. 8,900,300 436,115

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - CONTINUED

Seagate Technology, Inc. (a) 1,550,000 $ 62,097

Sun Microsystems, Inc. (a) 3,898,200 306,252

2,302,672

ELECTRONIC INSTRUMENTS - 0.2%

Applied Materials, Inc. (a) 644,500 88,458

DBT Online, Inc. (a) 500,000 9,375

Sequenom, Inc. 14,800 385

98,218

ELECTRONICS - 5.5%

Analog Devices, Inc. (a) 807,200 75,473

Intel Corp. 9,947,100 984,141

JDS Uniphase Corp. (a) 175,000 35,689

Linear Technology Corp. 555,900 52,637

Motorola, Inc. 2,767,700 378,483

Quantum Effect Devices, Inc. 10,700 171

Texas Instruments, Inc. 2,823,300 304,563

Tyco International Ltd. 14,776,400 631,691

2,462,848

TOTAL TECHNOLOGY 11,317,719

TRANSPORTATION - 0.6%

AIR TRANSPORTATION - 0.4%

AMR Corp. (a) 907,600 48,840

Southwest Airlines Co. 8,639,663 137,695

186,535

RAILROADS - 0.2%

Burlington Northern Santa Fe 4,033,200 97,049
Corp.

TOTAL TRANSPORTATION 283,584

UTILITIES - 7.1%

CELLULAR - 1.4%

ALLTEL Corp. 1,515,400 101,153

Nextel Communications, Inc. 1,583,000 168,392
Class A (a)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

CELLULAR - CONTINUED

Sprint Corp. - PCS Group 1,550,000 $ 170,597
Series 1 (a)

Vodafone AirTouch PLC 3,575,450 200,225
sponsored ADR

640,367

ELECTRIC UTILITY - 0.1%

Duke Energy Corp. 259,900 15,009

FPL Group, Inc. 241,900 10,205

PG&E Corp. 151,500 3,324

28,538

GAS - 0.4%

Enron Corp. 2,440,000 164,548

Williams Companies, Inc. 751,500 29,121

193,669

TELEPHONE SERVICES - 5.2%

AT&T Corp. 8,592,950 453,278

Bell Atlantic Corp. 3,443,186 213,262

BellSouth Corp. 7,584,400 356,941

GTE Corp. 3,262,400 239,175

MCI WorldCom, Inc. (a) 8,452,914 388,306

SBC Communications, Inc. 15,595,800 672,569

2,323,531

TOTAL UTILITIES 3,186,105

TOTAL COMMON STOCKS 42,504,561
(Cost $24,547,135)

CONVERTIBLE PREFERRED STOCKS
- - 0.2%

BASIC INDUSTRIES - 0.1%

CHEMICALS & PLASTICS - 0.1%

Sealed Air Corp. Series A, 1,054,927 56,175
$2.00

FINANCE - 0.1%

CREDIT & OTHER FINANCE - 0.1%

Union Pacific Capital Trust 1,377,000 55,080
$3.125 TIDES (e)

TOTAL CONVERTIBLE PREFERRED 111,255
STOCKS
(Cost $110,600)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CONVERTIBLE BONDS - 0.3%

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

TECHNOLOGY - 0.2%

ELECTRONICS - 0.2%

Micron Technology, Inc. 7% B2 $ 86,500 $ 98,772
7/1/04

UTILITIES - 0.1%

CELLULAR - 0.1%

Nextel Communications, Inc. B1 30,000 28,575
5.25% 1/15/10 (e)

TOTAL CONVERTIBLE BONDS 127,347
(Cost $112,305)

U.S. TREASURY OBLIGATIONS -
0.1%

U.S. Treasury Bills, yield at - 20,000 19,963
date of purchase 5.11% to
5.31% 2/3/00 to 4/13/00 (f)

U.S. Treasury Bonds 8.125% Aaa 10,000 11,517
8/15/19

TOTAL U.S. TREASURY OBLIGATIONS 31,480
(Cost $30,220)

</TABLE>

CASH EQUIVALENTS - 4.0%

Central Cash Collateral Fund, 821,300 821
5.56% (c)

Taxable Central Cash Fund, 1,791,931,277 1,791,931
5.45% (c)

TOTAL CASH EQUIVALENTS 1,792,752
(Cost $1,792,752)

TOTAL INVESTMENT PORTFOLIO - 44,567,395
99.5%
(Cost $26,593,012)

NET OTHER ASSETS - 0.5% 243,783

NET ASSETS - 100% $ 44,811,178

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FUTURES CONTRACTS

EXPIRATION DATE UNDERLYING FACE AMOUNT AT UNREALIZED GAIN/LOSS (000S)
VALUE (000S)

PURCHASED

979 S&P 500 Stock Index March 2000 $ 342,895 $ (9,051)
Contracts

THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF NET ASSETS - 0.8%

</TABLE>

SECURITY TYPE ABBREVIATIONS

TIDES - Term Income Deferred Equity
Securities

LEGEND

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's
Investors Service, Inc.

(d) Affiliated company

(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 $83,655,000 or 0.2% of net assets.

(f) Security or a portion of the security was pledged to cover margin
requirements for futures contracts. At the period end, the value of
securities pledged amounted to $19,963,000.

INCOME TAX INFORMATION

At January 31, 2000, the aggregate
cost of investment securities for income
tax purposes was $26,627,911,000.
Net unrealized appreciation aggre-
gated $17,939,484,000, of which $19,115,896,000 related to appreciated
investment securities and $1,176,412,000 related to depreciated
investment securities.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) JANUARY
31, 2000 (UNAUDITED)

ASSETS

Investment in securities, at $ 44,567,395
value (cost $26,593,012) -
See accompanying schedule

Cash 2

Receivable for investments 520,453
sold

Receivable for fund shares 35,352
sold

Dividends receivable 30,026

Interest receivable 10,550

Receivable for daily 8,444
variation on futures
contracts

Other receivables 1,684

TOTAL ASSETS 45,173,906

LIABILITIES

Payable for investments $ 156,372
purchased

Payable for fund shares 180,161
redeemed

Accrued management fee 18,478

Other payables and accrued 6,896
expenses

Collateral on securities 821
loaned, at value

TOTAL LIABILITIES 362,728

NET ASSETS $ 44,811,178

Net Assets consist of:

Paid in capital $ 25,653,386

Undistributed net investment 36,296
income

Accumulated undistributed net 1,156,190
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 17,965,306
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 994,463 $ 44,811,178
shares outstanding

NET ASSET VALUE, offering $45.06
price and redemption price
per share ($44,811,178
(divided by) 994,463 shares)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS SIX
MONTHS ENDED JANUARY 31,
2000 (UNAUDITED)

INVESTMENT INCOME $ 262,676
Dividends (including $10,973
received from affiliated
issuers)

Interest 88,000

Security lending 89

TOTAL INCOME 350,765

EXPENSES

Management fee $ 113,415

Transfer agent fees 44,396

Accounting and security 741
lending fees

Non-interested trustees' 102
compensation

Custodian fees and expenses 289

Registration fees 165

Audit 129

Legal 164

Miscellaneous 100

Total expenses before 159,501
reductions

Expense reductions (3,425) 156,076

NET INVESTMENT INCOME 194,689

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

Investment securities 1,645,653
(including realized loss of
$12,358 on sales of
investments in affiliated
issuers)

Foreign currency transactions (164)

Futures contracts 336 1,645,825

Change in net unrealized
appreciation (depreciation)
on:

Investment securities (893,754)

Assets and liabilities in (71)
foreign currencies

Futures contracts (9,051) (902,876)

NET GAIN (LOSS) 742,949

NET INCREASE (DECREASE) IN $ 937,638
NET ASSETS RESULTING FROM
OPERATIONS

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STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS SIX MONTHS ENDED JANUARY 31, YEAR ENDED JULY 31, 1999
2000 (UNAUDITED)

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 194,689 $ 410,496
income

Net realized gain (loss) 1,645,825 3,291,211

Change in net unrealized (902,876) 2,872,590
appreciation (depreciation)

NET INCREASE (DECREASE) IN 937,638 6,574,297
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (204,861) (393,528)
From net investment income

From net realized gain (2,962,672) (2,186,858)

TOTAL DISTRIBUTIONS (3,167,533) (2,580,386)

Share transactions Net 2,696,142 8,258,120
proceeds from sales of shares

Reinvestment of distributions 3,073,632 2,512,407

Cost of shares redeemed (7,323,896) (10,529,866)

NET INCREASE (DECREASE) IN (1,554,122) 240,661
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) (3,784,017) 4,234,572
IN NET ASSETS

NET ASSETS

Beginning of period 48,595,195 44,360,623

End of period (including $ 44,811,178 $ 48,595,195
undistributed net investment
income of $36,296 and
$46,468, respectively)

OTHER INFORMATION
Shares

Sold 59,227 186,270

Issued in reinvestment of 67,635 63,951
distributions

Redeemed (160,473) (236,535)

Net increase (decrease) (33,611) 13,686

</TABLE>

<TABLE>
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FINANCIAL HIGHLIGHTS

SIX MONTHS ENDED JANUARY 31, YEARS ENDED JULY 31,
2000

(UNAUDITED) 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 47.27 $ 43.73 $ 38.50 $ 28.20 $ 25.10 $ 22.17
period

Income from Investment
Operations

Net investment income .19 D .39 D .41 D .46 D .49 .43

Net realized and unrealized .70 5.69 6.59 11.44 3.99 4.14
gain (loss)

Total from investment .89 6.08 7.00 11.90 4.48 4.57
operations

Less Distributions

From net investment income (.20) (.38) (.41) (.48) (.48) (.40)

From net realized gain (2.90) (2.16) (1.36) (1.12) (.90) (1.24)

Total distributions (3.10) (2.54) (1.77) (1.60) (1.38) (1.64)

Net asset value, end of period $ 45.06 $ 47.27 $ 43.73 $ 38.50 $ 28.20 $ 25.10

TOTAL RETURN B, C 1.89% 15.20% 19.06% 44.16% 18.39% 21.95%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 44,811 $ 48,595 $ 44,361 $ 34,284 $ 19,206 $ 12,106
(in millions)

Ratio of expenses to average .67% A .68% .69% .73% .75% .78%
net assets

Ratio of expenses to average .66% A, E .66% E .68% E .71% E .74% E .77% E
net assets after expense
reductions

Ratio of net investment .82% A .88% 1.02% 1.43% 1.82% 2.21%
income to average net assets

Portfolio turnover rate 38% A 35% 32% 38% 41% 67%

</TABLE>

NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 2000 (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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. 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.

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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

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."

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.

FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market. Buying futures tends to increase the
fund's exposure to the underlying instrument, while selling futures
tends to decrease the fund's exposure to the underlying instrument or
hedge other fund investments. Futures contracts involve, to varying
degrees, risk of loss in excess of the futures variation margin
reflected in the Statement of Assets and Liabilities. The underlying
face amount at value of any open futures contracts at period end is
shown in the schedule of investments under the caption "Futures
Contracts." This amount reflects each contract's exposure to the
underlying instrument at period end. Losses may arise from changes in
the value of the underlying instruments or if

2. OPERATING POLICIES - CONTINUED

FUTURES CONTRACTS - CONTINUED

the counterparties do not perform under the contracts' terms. Gains
(losses) are realized upon the expiration or closing of the futures
contracts. Futures contracts are valued at the settlement price
established each day by the board of trade or exchange on which they
are traded.

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 $8,441,280,000 and $12,188,598,000, respectively, of which
U.S. government and government agency obligations aggregated $0 and
$155,951,000, respectively.

The market value of futures contracts opened and closed during the
period amounted to $763,221,000 and $411,611,000, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates ranged from .2167% 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 .48% of average net
assets.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

ACCOUNTING AND SECURITY LENDING FEES - CONTINUED

fee is based on the level of average net assets for the month plus
out-of-pocket expenses.

5. SECURITY LENDING.

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 $2,257,000 under this arrangement.

In addition, through an arrangement with the fund's transfer agent,
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 $1,168,000 under this arrangement.

7. TRANSACTIONS WITH AFFILIATED COMPANIES.

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

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SUMMARY OF TRANSACTIONS WITH
AFFILIATED COMPANIES

AMOUNTS IN THOUSANDS

AFFILIATE PURCHASE COST SALES COST DIVIDEND INCOME VALUE

C.R. Bard, Inc. $ 6,461 $ - $ 1,753 $ 196,059

H&R Block, Inc. - 20,976 2,877 225,608

CBL & Associates Properties, - - 2,098 45,324
Inc.

Capital Trust, Inc. - - - 6,748

Ceridian Corp. 11,351 - - 125,054

IMS Health, Inc. 23,435 18,765 359 392,508

Litton Industries, Inc. 1,412 17,822 - 130,147

SLM Holding Corp. 42,530 49,302 3,886 469,526

Unifi, Inc. - - - 42,384

TOTALS $ 85,189 $ 106,865 $ 10,973 $ 1,633,358

</TABLE>

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc.
Fidelity Management & Research
(Far East) Inc.
Fidelity Investments Japan Ltd.

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
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer

ADVISORY BOARD
J. Gary Burkhead

* INDEPENDENT TRUSTEES

GAI-SANN-0300 95618
1.700483.102

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

AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com