N-30D 1 main.htm

Fidelity®

Blue Chip Growth

Fund

Semiannual Report

January 31, 2002

(2_fidelity_logos) (Registered_Trademark)

President's Message	<Click Here>	Ned Johnson on investing strategies.
Performance	<Click Here>	How the fund has done over time.
Fund Talk	<Click Here>	The manager's review of fund performance, strategy and outlook.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.

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

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

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

(Recycle graphic) 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.

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

After three consecutive months of steady buying, equity investors took a breather in the first month of the New Year to assess the degree of any real economic turnaround. As a result, most major stock market benchmarks declined - albeit slightly - for the first time since September 2001. Investor uncertainty gave a boost to the fixed-income markets in January, as nearly all categories of investment-grade bonds rebounded from their fourth-quarter lull.

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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value).

Cumulative Total Returns

Periods ended January 31, 2002	Past 6 months	Past 1 year	Past 5 years	Past 10 years
Fidelity ® Blue Chip Growth	-5.99%	-19.89%	47.89%	247.51%
S&P 500®	-6.01%	-16.15%	54.18%	238.99%
Russell 1000® Growth	-6.51%	-26.88%	36.58%	180.34%
Growth Funds Average	-6.81%	-20.73%	43.20%	190.12%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500^SM Index - a market capitalization-weighted index of common stocks - and the performance of the Russell 1000 ® Growth Index - a market capitalization-weighted index of growth-oriented stocks of the largest U.S. domiciled corporations. 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 month average represents a peer group of 2,045 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional 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, 2002	Past 1 year	Past 5 years	Past 10 years
Fidelity Blue Chip Growth	-19.89%	8.14%	13.27%
S&P 500	-16.15%	9.04%	12.98%
Russell 1000 Growth	-26.88%	6.43%	10.87%
Growth Funds Average	-20.73%	7.01%	10.79%

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.)

Semiannual Report

$10,000 Over 10 Years

$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Growth Fund on January 31, 1992. As the chart shows, by January 31, 2002, the value of the investment would have grown to $34,751 - a 247.51% increase on the initial investment. For comparison, look at how the S&P 500 ® did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $33,899 - a 238.99% increase.

Understanding
Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

* 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, 2002, the six month, one year, five year and 10 year cumulative total returns for the large-cap growth funds average were -7.76%,-26.70%, 38.94%, and 162.99%, respectively. The one year, five year and 10 year average annual total returns were -26.70%, 6.46%, and 9.92%, respectively. The six month, one year, five year and 10 year cumulative total returns for the large-cap supergroup average were -6.88%, -20.08%, 40.24%, and 181.34%, respectively. The one year, five year and 10 year average annual total returns were -20.08%, 6.76%, and 10.66%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

Years from now, few equity investors are likely to recall the six-month period that ended on January 31, 2002, with adoration. For most, it was a time of disappointment. The slumping U.S. economy pulled down corporate profits in many industries. The low point came in the third quarter of 2001, as quarterly gross domestic product growth slowed into negative territory for the first time since 1993, and year-over-year corporate profits fell to new lows. Elsewhere, the terrorist attacks on September 11 sent stocks downward, but fortunately, by the end of 2001, most indexes had recovered to levels seen just prior to those attacks. Adding to the markets' malaise was the sudden stock collapse of energy firm Enron, which was forced into bankruptcy after its accounting practices were called into question. Furthermore, few fourth-quarter corporate earnings reports convinced investors that the near-term outlook for the economy and corporate earnings was any brighter. As a result, the returns of major equity indexes reflected the poor market environment. The blue chips' Dow Jones Industrial Average^SM declined 4.84%, while the large-cap Standard & Poor's 500^SM Index and the tech-heavy NASDAQ Composite® Index fell 6.01% and 4.44%, respectively. One of the equity markets' few bright spots was the small-cap value category, which returned 4.85% as measured by the Russell 2000® Value Index.

(Portfolio Manager photograph)
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, 2002, the fund declined 5.99%, in line with the Standard & Poor's 500 Index, which fell 6.01%. The fund modestly outperformed its growth benchmark, the Russell 1000 Growth Index, which declined 6.51%. The growth funds average followed by Lipper Inc. dropped 6.81% during the same period. For the one-year period that ended January 31, 2002, the fund returned -19.89%, while the S&P 500, Russell 1000 and Lipper average returned -16.15%, -26.88% and -20.73%, respectively.

Q. What was the investment backdrop during the six-month period, and how did it affect the performance of large-cap growth stocks in general?

A. Broadly speaking, the economic recession and the events of September 11 depressed corporate earnings, prolonging the bear market in stocks. In retrospect, the 9/11 attacks set up a low for the stock market 10 days later. Since the beginning of November, technology and cyclical stocks have been the market's best performers. The main question for most investors is whether the current recovery is sustainable. It's unclear if recent strength in the market is signaling the beginning of a new bull market and a new economic cycle or just a brief respite in the context of a longer downturn.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What were your central strategies in this weak market environment?

A. I don't alter my investment strategy in response to changes in the market environment. Almost every year, the companies with the strongest earnings growth have the best stock performance. The companies with the best earnings growth change from year to year, so I spend most of my time trying to figure out which those will be in the year ahead. At the same time, I try not to overpay for the stocks I own, making valuation an important criteria in my stock selection process. I try to be consistent, year in and year out, investing in growth companies with a good balance of near-term growth opportunities and selling at fair prices. Over time, investment consistency - as opposed to simply chasing the hot stocks - seems to be one of the biggest factors that determine long-term outperformance.

Q. Which holdings were top contributors?

A. The biggest contributions came from companies in sectors with more stable and predictable earnings growth, including consumer staples such as Philip Morris and Gillette. During the past six months, economically sensitive cyclical stocks also performed quite well as they began to price in an end to the recession. Industrial holdings Illinois Tool Works and Danaher each had double-digit gains in a down market, helping boost performance. Tech giant Intel further aided returns, as the company benefited from a new product cycle.

Q. Which stocks dampened fund results?

A. Surprisingly, big retailers such as Wal-Mart, Home Depot and Target have performed relatively well through the recession. The negatives associated with rising unemployment and weak consumer sentiment were somewhat offset by last year's tax cut, low fuel prices, and low interest rates on cars and homes. While we did have sizable positions in Wal-Mart and Home Depot, these stocks were better represented in the fund's growth benchmark - as was Target, which we didn't own during the period. This underexposure created a drag on relative performance. Media stocks such as AOL Time Warner suffered from declining advertising revenues stemming from a weak economy and the demise of dot-coms that fueled ad spending amid the late-1990s boom.

Q. John, what's your outlook for the coming months?

A. On the positive side, the stock market's decline in 2000 and 2001 lasted about as long and was about as severe as the typical bear market. A tremendous amount of liquidity has been injected into the system; inventory levels are low; and the war in Central Asia appears to be going well. There is, however, still some debate. Even taking low interest rates into account, stocks are generally still expensive relative to expected earnings. Additionally, there appears to be too much capacity in the economy, particularly in technology and communications equipment, and most importantly, corporate and consumer debt remains high. Not surprisingly, debt levels are usually much lower at the beginning of sustained economic and stock market advances. Only time will tell if we are in a new bull market. I remain focused on individual companies, looking at product cycles, market shares, production capacity, returns on invested capital, valuations and, above all, near-term earnings momentum. Given the great uncertainty involved, I generally do not make big investment bets based on my macroeconomic assumptions.

Semiannual Report

Fund Talk: The Manager's Overview - continued

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.

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, 2002, more than $21.6 billion

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

John McDowell on economic recovery:

"There is some evidence that we are in the early stages of an economic recovery. Layoff announcements and unemployment claims are declining; earnings estimates are generally being revised upward; certain commodity prices are firming; and activity in the technology sector is improving.

"I remain skeptical, however. My biggest concern is excessive debt. Consumer spending is the main driver for our economy, and during the last expansion consumer debt levels were built to record high levels. The consumer does not yet appear in good enough shape to drive a protracted economic expansion.

"On top of this, given the probable new conservatism in accounting, earnings growth in the years ahead may generally be less robust and less consistent, putting pressure on already high earnings multiples. Slow growth and high valuations may make strong stock market performance harder to achieve.

"Ironically, this may end up being a good market environment for bottom-up stock picking. Even if we do not get much progress in the overall market indexes in the years ahead, there are always good opportunities in individual stocks. My goal is to identify and buy stock in those companies able to grow in this environment and to avoid companies that are unable to grow."

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2002
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	5.0	4.7
General Electric Co.	4.5	5.1
Pfizer, Inc.	4.4	4.1
Intel Corp.	4.0	3.5
Wal-Mart Stores, Inc.	2.9	2.3
American International Group, Inc.	2.1	1.8
Citigroup, Inc.	2.0	1.8
Johnson & Johnson	1.7	0.8
American Home Products Corp.	1.7	1.3
Cisco Systems, Inc.	1.6	1.6
	29.9
Top Five Market Sectors as of January 31, 2002
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	25.7	25.9
Health Care	19.5	18.8
Consumer Discretionary	13.8	15.3
Financials	11.1	10.7
Industrials	10.9	10.8

Asset Allocation (% of fund's net assets)
As of January 31, 2002 *			As of July 31, 2001**
	Stocks 97.3%			Stocks 97.5%
	Short-Term Investments and Net Other Assets 2.7%			Short-Term Investments and Net Other Assets 2.5%
* Foreign investments		1.9%	** Foreign investments		2.3%

Semiannual Report

Investments January 31, 2002

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.3%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 13.8%
Hotels, Restaurants & Leisure - 0.8%
Brinker International, Inc. (a)	1,884,200		$ 63,611
McDonald's Corp.	4,445,500		120,829
			184,440
Household Durables - 0.6%
Centex Corp.	418,000		24,863
Leggett & Platt, Inc.	1,665,800		40,362
Sony Corp. sponsored ADR	1,318,100		58,998
			124,223
Media - 5.2%
AOL Time Warner, Inc. (a)	11,992,932		315,534
Clear Channel Communications, Inc. (a)	2,274,900		104,736
Comcast Corp. Class A (special) (a)	2,811,000		99,734
Cox Communications, Inc. Class A (a)	1,555,700		58,261
EchoStar Communications Corp. Class A (a)	1,013,600		27,671
Gemstar-TV Guide International, Inc. (a)	880,300		16,021
McGraw-Hill Companies, Inc.	1,667,000		106,821
Omnicom Group, Inc.	1,687,000		147,393
The New York Times Co. Class A	1,541,600		64,948
Viacom, Inc. Class B (non-vtg.) (a)	3,556,796		142,236
Walt Disney Co.	2,299,200		48,421
			1,131,776
Multiline Retail - 4.0%
Costco Wholesale Corp. (a)	2,080,710		95,713
Family Dollar Stores, Inc.	2,285,200		77,080
Kohls Corp. (a)	1,183,200		78,434
Wal-Mart Stores, Inc.	10,386,555		622,986
			874,213
Specialty Retail - 3.0%
Bed Bath & Beyond, Inc. (a)	796,000		27,526
Best Buy Co., Inc. (a)	1,490,900		110,327
CDW Computer Centers, Inc. (a)	590,600		32,707
Home Depot, Inc.	6,097,100		305,404
Lowe's Companies, Inc.	3,724,100		171,569
			647,533
Textiles & Apparel - 0.2%
Liz Claiborne, Inc.	1,509,000		41,301
TOTAL CONSUMER DISCRETIONARY			3,003,486
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - 9.6%
Beverages - 2.9%
Anheuser-Busch Companies, Inc.	577,700		$ 27,308
PepsiCo, Inc.	5,866,562		293,856
The Coca-Cola Co.	7,207,900		315,346
			636,510
Food & Drug Retailing - 0.9%
Albertson's, Inc.	1,740,910		50,051
CVS Corp.	1,311,900		35,684
Rite Aid Corp. (a)	1,459,800		3,474
Rite Aid Corp.	2,254,000		5,342
Walgreen Co.	2,289,200		83,052
Whole Foods Market, Inc. (a)	544,700		23,313
			200,916
Food Products - 1.0%
Hershey Foods Corp.	846,900		59,596
Kellogg Co.	974,900		30,085
Kraft Foods, Inc. Class A	1,867,500		69,210
Sara Lee Corp.	629,000		13,303
Wm. Wrigley Jr. Co.	939,300		51,323
			223,517
Household Products - 1.1%
Colgate-Palmolive Co.	1,365,500		78,038
Kimberly-Clark Corp.	1,104,000		66,571
Procter & Gamble Co.	1,194,190		97,541
			242,150
Personal Products - 2.0%
Avon Products, Inc.	2,430,400		119,576
Estee Lauder Companies, Inc. Class A	2,074,900		67,019
Gillette Co.	7,393,800		246,214
			432,809
Tobacco - 1.7%
Philip Morris Companies, Inc.	7,126,200		357,094
TOTAL CONSUMER STAPLES			2,092,996
ENERGY - 4.2%
Energy Equipment & Services - 1.5%
Baker Hughes, Inc.	3,304,000		116,301
Nabors Industries, Inc. (a)	960,200		30,064
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Energy Equipment & Services - continued
Schlumberger Ltd. (NY Shares)	1,494,700		$ 84,286
Transocean Sedco Forex, Inc.	1,697,100		51,999
Weatherford International, Inc. (a)	1,098,400		42,277
			324,927
Oil & Gas - 2.7%
Amerada Hess Corp.	167,600		10,284
ChevronTexaco Corp.	2,170,800		181,913
Exxon Mobil Corp.	5,559,100		217,083
Phillips Petroleum Co.	1,264,700		73,947
TotalFinaElf SA Series B	668,500		94,071
			577,298
TOTAL ENERGY			902,225
FINANCIALS - 11.1%
Banks - 1.5%
Bank One Corp.	3,583,800		134,393
Fifth Third Bancorp	1,436,200		90,840
Golden West Financial Corp., Delaware	376,800		23,987
Mellon Financial Corp.	1,146,700		44,033
Northern Trust Corp.	458,300		26,760
			320,013
Diversified Financials - 6.7%
American Express Co.	4,091,729		146,688
Charles Schwab Corp.	2,640,100		37,938
Citigroup, Inc.	9,081,854		430,480
Fannie Mae	2,979,200		241,166
Freddie Mac	3,741,100		251,103
Goldman Sachs Group, Inc.	209,600		18,231
Household International, Inc.	1,010,900		51,799
Merrill Lynch & Co., Inc.	2,422,100		123,479
Morgan Stanley Dean Witter & Co.	1,999,000		109,945
State Street Corp.	914,300		49,171
			1,460,000
Insurance - 2.9%
AFLAC, Inc.	1,867,300		48,774
Allstate Corp.	2,150,300		69,369
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Insurance - continued
American International Group, Inc.	6,084,155		$ 451,140
MBIA, Inc.	1,074,150		57,875
			627,158
TOTAL FINANCIALS			2,407,171
HEALTH CARE - 19.5%
Biotechnology - 1.5%
Amgen, Inc. (a)	3,103,400		172,239
Human Genome Sciences, Inc. (a)	1,123,100		31,593
IDEC Pharmaceuticals Corp. (a)	1,224,200		72,791
Millennium Pharmaceuticals, Inc. (a)	1,221,900		23,228
Protein Design Labs, Inc. (a)	1,142,300		25,428
			325,279
Health Care Equipment & Supplies - 2.3%
Baxter International, Inc.	1,594,100		88,999
Boston Scientific Corp. (a)	1,299,100		29,191
Guidant Corp. (a)	2,603,800		125,113
Medtronic, Inc.	3,693,400		181,974
St. Jude Medical, Inc. (a)	397,900		31,553
Zimmer Holdings, Inc. (a)	1,025,180		33,349
			490,179
Health Care Providers & Services - 1.8%
Cardinal Health, Inc.	1,919,175		126,493
McKesson Corp.	3,031,400		116,709
Tenet Healthcare Corp. (a)	1,817,400		115,932
UnitedHealth Group, Inc.	545,400		40,550
			399,684
Pharmaceuticals - 13.9%
Abbott Laboratories	3,233,200		186,556
Allergan, Inc.	1,752,800		116,999
American Home Products Corp.	5,723,400		370,075
Bristol-Myers Squibb Co.	5,675,600		257,502
Eli Lilly & Co.	1,182,600		88,813
Forest Laboratories, Inc. (a)	1,354,400		112,280
Johnson & Johnson	6,481,204		372,734
King Pharmaceuticals, Inc. (a)	918,433		33,431
Merck & Co., Inc.	3,080,700		182,316
Mylan Laboratories, Inc.	585,100		19,712
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	23,038,100		$ 959,998
Pharmacia Corp.	3,254,600		131,811
Schering-Plough Corp.	4,752,300		153,879
Watson Pharmaceuticals, Inc. (a)	796,800		23,346
			3,009,452
TOTAL HEALTH CARE			4,224,594
INDUSTRIALS - 10.9%
Aerospace & Defense - 0.3%
Boeing Co.	362,800		14,857
Lockheed Martin Corp.	963,600		51,042
			65,899
Airlines - 0.2%
Southwest Airlines Co.	2,053,400		38,891
Building Products - 0.4%
Masco Corp.	3,083,400		82,512
Commercial Services & Supplies - 2.3%
Automatic Data Processing, Inc.	2,335,180		126,100
Cendant Corp. (a)	2,905,500		50,788
Cintas Corp.	1,012,500		50,645
Concord EFS, Inc. (a)	1,980,500		57,732
First Data Corp.	2,109,100		174,486
Paychex, Inc.	1,178,620		43,255
			503,006
Industrial Conglomerates - 5.4%
General Electric Co.	26,223,600		974,207
Minnesota Mining & Manufacturing Co.	753,800		83,521
Tyco International Ltd.	3,372,900		118,557
			1,176,285
Machinery - 1.8%
Danaher Corp.	1,890,200		120,481
Illinois Tool Works, Inc.	1,550,400		110,668
Ingersoll-Rand Co. Ltd. Class A	1,579,350		69,855
Parker Hannifin Corp.	1,704,700		83,598
			384,602
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Road & Rail - 0.5%
Burlington Northern Santa Fe Corp.	797,600		$ 22,524
Union Pacific Corp.	1,399,800		86,858
			109,382
TOTAL INDUSTRIALS			2,360,577
INFORMATION TECHNOLOGY - 25.7%
Communications Equipment - 2.9%
Brocade Communications System, Inc. (a)	1,862,800		67,806
CIENA Corp. (a)	1,158,800		14,717
Cisco Systems, Inc. (a)	18,132,100		359,016
Corning, Inc.	981,100		7,819
Finisar Corp. (a)	2,300,900		27,082
JDS Uniphase Corp. (a)	2,272,000		15,904
Juniper Networks, Inc. (a)	958,500		14,684
Lucent Technologies, Inc.	1,878,214		12,284
Motorola, Inc.	3,649,000		48,568
QUALCOMM, Inc. (a)	1,479,600		65,176
Tellium, Inc.	34,600		188
			633,244
Computers & Peripherals - 3.3%
Dell Computer Corp. (a)	8,157,400		224,247
EMC Corp. (a)	3,885,700		63,725
International Business Machines Corp.	3,158,600		340,781
Network Appliance, Inc. (a)	1,896,200		34,037
Sun Microsystems, Inc. (a)	5,608,800		60,351
			723,141
Electronic Equipment & Instruments - 1.0%
Agilent Technologies, Inc. (a)	2,648,274		80,375
Millipore Corp.	964,300		51,783
Symbol Technologies, Inc.	1,091,400		16,917
Tektronix, Inc. (a)	1,687,300		41,305
Waters Corp. (a)	631,600		21,853
			212,233
Internet Software & Services - 0.3%
Check Point Software Technologies Ltd. (a)	1,090,200		39,792
Yahoo!, Inc. (a)	891,400		15,368
			55,160
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
IT Consulting & Services - 1.0%
Accenture Ltd. Class A	636,700		$ 16,414
Computer Sciences Corp. (a)	2,243,000		99,814
Electronic Data Systems Corp.	936,800		58,653
SunGard Data Systems, Inc. (a)	1,390,100		41,689
			216,570
Semiconductor Equipment & Products - 9.0%
Altera Corp. (a)	2,410,100		60,542
Analog Devices, Inc. (a)	2,542,000		111,340
Applied Materials, Inc. (a)	1,981,600		86,497
Chartered Semiconductor Manufacturing Ltd. ADR (a)	422,700		10,420
Integrated Device Technology, Inc. (a)	1,763,500		53,875
Intel Corp.	25,017,540		876,615
International Rectifier Corp. (a)	1,608,500		66,978
Intersil Corp. Class A (a)	673,800		20,025
KLA-Tencor Corp. (a)	1,406,200		80,547
LAM Research Corp. (a)	965,400		22,455
Linear Technology Corp.	1,793,360		74,191
LSI Logic Corp. (a)	2,974,800		49,322
Micron Technology, Inc. (a)	3,927,600		132,557
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	2,603,100		44,175
Teradyne, Inc. (a)	2,122,800		63,387
Texas Instruments, Inc.	3,984,200		124,347
Vitesse Semiconductor Corp. (a)	1,409,400		17,829
Xilinx, Inc. (a)	1,509,300		65,428
			1,960,530
Software - 8.2%
Adobe Systems, Inc.	1,455,868		49,063
BEA Systems, Inc. (a)	2,507,000		45,452
Computer Associates International, Inc.	4,904,600		169,013
Compuware Corp. (a)	2,428,500		33,028
Electronic Arts, Inc. (a)	234,500		12,445
Microsoft Corp. (a)	17,152,000		1,092,750
Network Associates, Inc. (a)	879,700		26,382
Oracle Corp. (a)	8,531,000		147,245
PeopleSoft, Inc. (a)	2,393,800		77,775
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Synopsys, Inc. (a)	825,453		$ 42,825
VERITAS Software Corp. (a)	1,642,328		69,881
			1,765,859
TOTAL INFORMATION TECHNOLOGY			5,566,737
MATERIALS - 0.7%
Chemicals - 0.4%
Ecolab, Inc.	495,400		21,198
Praxair, Inc.	1,273,900		73,950
			95,148
Metals & Mining - 0.3%
Alcoa, Inc.	1,665,100		59,694
TOTAL MATERIALS			154,842
TELECOMMUNICATION SERVICES - 1.7%
Diversified Telecommunication Services - 1.2%
AT&T Corp.	6,282,324		111,197
Qwest Communications International, Inc.	3,913,300		41,090
SBC Communications, Inc.	3,024,800		113,279
			265,566
Wireless Telecommunication Services - 0.5%
American Tower Corp. Class A (a)	1,263,500		6,520
AT&T Wireless Services, Inc. (a)	910,111		10,466
Sprint Corp. - PCS Group Series 1 (a)	1,252,600		20,518
Triton PCS Holdings, Inc. Class A (a)	293,800		4,119
Vodafone Group PLC sponsored ADR	2,561,300		55,580
			97,203
TOTAL TELECOMMUNICATION SERVICES			362,769
UTILITIES - 0.1%
Electric Utilities - 0.1%
AES Corp. (a)	2,238,000		30,325
TOTAL COMMON STOCKS (Cost $16,996,239)		21,105,722
Convertible Preferred Stocks - 0.0%
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - 0.0%
Communications Equipment - 0.0%
Chorum Technologies Series E (c) (Cost $2,276)	132,000		$ 209
Money Market Funds - 2.8%
Fidelity Cash Central Fund, 1.88% (b)	597,462,405		597,462
Fidelity Securities Lending Cash Central Fund, 1.84% (b)	17,699,000		17,699
TOTAL MONEY MARKET FUNDS (Cost $615,161)		615,161
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $17,613,676)			21,721,092
NET OTHER ASSETS - (0.1)%			(31,864)
NET ASSETS - 100%		$ 21,689,228

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Chorum Technologies Series E	9/19/00	$ 2,276

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $3,629,701,000 and $3,572,324,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $230,000 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $209,000 or 0.0% of net assets.

Income Tax Information

At January 31, 2002, the aggregate cost of investment securities for income tax purposes was $17,620,313,000. Net unrealized appreciation aggregated $4,100,779,000, of which $5,697,037,000 related to appreciated investment securities and $1,596,258,000 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending July 31, 2002 approximately $1,105,537,000 of losses recognized during the period November 1, 2000 to July 31, 2001.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	January 31, 2002 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $14,741) (cost $17,613,676) - See accompanying schedule		$ 21,721,092
Receivable for investments sold		90,425
Receivable for fund shares sold		29,550
Dividends receivable		11,695
Interest receivable		941
Other receivables		59
Total assets		21,853,762
Liabilities
Payable for investments purchased	$ 89,641
Payable for fund shares redeemed	44,360
Accrued management fee	8,652
Other payables and accrued expenses	4,182
Collateral on securities loaned, at value	17,699
Total liabilities		164,534
Net Assets		$ 21,689,228
Net Assets consist of:
Paid in capital		$ 19,475,654
Distributions in excess of net investment income		(5,556)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(1,888,287)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,107,417
Net Assets, for 512,461 shares outstanding		$ 21,689,228
Net Asset Value, offering price and redemption price per share ($21,689,228 ÷ 512,461 shares)		$42.32

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended January 31, 2002 (Unaudited)
Investment Income Dividends		$ 96,406
Interest		7,400
Security lending		29
Total income		103,835
Expenses
Management fee Basic fee	$ 61,694
Performance adjustment	(8,091)
Transfer agent fees	27,168
Accounting and security lending fees	682
Non-interested trustees' compensation	9
Custodian fees and expenses	163
Registration fees	283
Audit	58
Legal	66
Miscellaneous	83
Total expenses before reductions	82,115
Expense reductions	(2,147)	79,968
Net investment income		23,867
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	(767,814)
Foreign currency transactions	(62)	(767,876)
Change in net unrealized appreciation (depreciation) on:
Investment securities	(642,519)
Assets and liabilities in foreign currencies	(6)	(642,525)
Net gain (loss)		(1,410,401)
Net increase (decrease) in net assets resulting from operations		$ (1,386,534)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2002 (Unaudited)	Year ended July 31, 2001
Increase (Decrease) in Net Assets
Operations Net investment income	$ 23,867	$ 2,904
Net realized gain (loss)	(767,876)	(483,991)
Change in net unrealized appreciation (depreciation)	(642,525)	(6,081,376)
Net increase (decrease) in net assets resulting from operations	(1,386,534)	(6,562,463)
Distributions to shareholders From net investment income	(30,589)	-
From net realized gain	-	(1,244,515)
Total distributions	(30,589)	(1,244,515)
Share transactions Net proceeds from sales of shares	2,423,507	6,149,616
Reinvestment of distributions	29,819	1,219,279
Cost of shares redeemed	(2,379,400)	(5,683,556)
Net increase (decrease) in net assets resulting from share transactions	73,926	1,685,339
Total increase (decrease) in net assets	(1,343,197)	(6,121,639)
Net Assets
Beginning of period	23,032,425	29,154,064
End of period (including under (over) distribution of net investment income of $(5,556) and $2,779, respectively)	$ 21,689,228	$ 23,032,425
Other Information Shares
Sold	58,508	118,810
Issued in reinvestment of distributions	701	20,917
Redeemed	(57,700)	(112,646)
Net increase (decrease)	1,509	27,081

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

	Six months ended January 31, 2002	Years ended July 31,
	(Unaudited)	2001	2000	1999	1998	1997
Selected Per-Share Data
Net asset value, be- ginning of period	$ 45.08	$ 60.25	$ 53.20	$ 47.06	$ 41.21	$ 30.76
Income from Invest- ment Operations
Net investment income (loss)^E	.05	.01	(.01)	.16	.22	.28
Net realized and unrealized gain (loss)	(2.75)	(12.66)	9.27	8.14	7.64	12.70
Total from investment operations	(2.70)	(12.65)	9.26	8.30	7.86	12.98
Less Distributions
From net investment income	(.06)	-	(.14)	(.10)	(.26)	(.28)
From net realized gain	-	(2.52)	(2.07)	(2.06)	(1.75)	(2.25)
Total distributions	(.06)	(2.52)	(2.21)	(2.16)	(2.01)	(2.53)
Net asset value, end of period	$ 42.32	$ 45.08	$ 60.25	$ 53.20	$ 47.06	$ 41.21
Total Return^{B, C, D}	(5.99)%	(21.92)%	17.97%	19.30%	20.17%	45.50%
Ratios to Average Net Assets^F
Expenses before expense reductions	.77%^A	.89%	.88%	.71%	.72%	.80%
Expenses net of voluntary waivers, if any	.77%^A	.89%	.88%	.71%	.72%	.80%
Expenses net of all reductions	.75%^A	.87%	.86%	.70%	.70%	.78%
Net investment income (loss)	.22%^A	.01%	(.02)%	.32%	.52%	.81%
Supplemental Data
Net assets, end of period (in millions)	$ 21,689	$ 23,032	$ 29,154	$ 23,684	$ 17,006	$ 12,877
Portfolio turnover rate	34%^A	46%	40%	38%	49%	51%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Total returns do not include the effect of the former one time sales charge.

^E Calculated based on average shares outstanding during the period.

^F Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2002 (Unaudited)

1. Significant Accounting Policies.

Fidelity Blue Chip Growth Fund (the fund) is a fund of Fidelity Securities Fund (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America 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. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Securities for which 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 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 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. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the fund is not subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes, if any, under the caption "Income Tax Information."

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income,which includes amortization of premium and accretion of discount on debt securities, as required, 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 are primarily due to differing treatments for redemptions in kind and losses deferred due to wash sales and excise tax regulations.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

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

2. Operating Policies.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Repurchase Agreements - continued

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.

Restricted Securities. The fund may 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. Information regarding restricted securities is included under the captions "Legend" and/or "Other Information" at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward, or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .50% of the fund's average net assets.

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 $15,000 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 .25% of average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $7,400,000 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.475 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. 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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $1,773,000 of the fund's expenses. In addition, through arrangements with the fund's transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's transfer agent expenses by $374,000.

Semiannual 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 (FAST®)
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+®

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.

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

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

601 Larkspur Landing Circle
Larkspur, 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

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, 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 LaSalle 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

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 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

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, 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

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
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Semiannual Report

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Semiannual Report

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Semiannual Report

January 31, 2002

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President's Message	<Click Here>	Ned Johnson on investing strategies.
Performance	<Click Here>	How the fund has done over time.
Fund Talk	<Click Here>	The manager's review of fund performance, strategy and outlook.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.

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Semiannual Report

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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

Cumulative Total Returns

Periods ended January 31, 2002	Past 6 months	Past 1 year	Past 5 years	Life of fund
Fidelity® Dividend Growth	-4.50%	-7.64%	95.33%	357.16%
S&P 500 ®	-6.01%	-16.15%	54.18%	205.02%
Growth Funds Average	-6.81%	-20.73%	43.20%	n/a*

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or since the fund started on April 27, 1993. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500^SM 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 2,045 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page 7 of this report.^(dagger)

Average Annual Total Returns

Periods ended January 31, 2002	Past 1 year	Past 5 years	Life of fund
Fidelity Dividend Growth	-7.64%	14.33%	18.92%
S&P 500	-16.15%	9.04%	13.56%
Growth Funds Average	-20.73%	7.01%	n/a*

* Not available

Semiannual Report

$10,000 Over Life of Fund

$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, 2002, the value of the investment would have grown to $45,716 - a 357.16% 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 $30,502 - a 205.02% increase.

Understanding
Performance

The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

^(dagger) The Lipper^SM 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, 2002, the six month, one year, and five year cumulative total returns for the large-cap core funds average were -6.42%, -17.29%, and 39.43%, respectively. The one year and five year average annual total returns were -17.29% and 6.72%, respectively. The six month, one year, and five year cumulative total returns for the large-cap supergroup average were -6.88%, -20.08%, and 40.24%, respectively. The one year and five year average annual total returns were -20.08% and 6.76%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

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

Q. How did the fund perform, Charles?

A. For the six months that ended January 31, 2002, the fund returned -4.50%. This topped the Standard & Poor's 500 Index - which returned -6.01% during the period - as well as the growth funds average, which returned -6.81% according to Lipper Inc. For the 12 months that ended January 31, 2002, the fund returned -7.64%, while the S&P 500 and peer group average returned -16.15% and -20.73%, respectively.

Q. If you had to choose one word to sum up the six-month period for the fund, what would you choose?

A. Mediocre. The fund beat its index and peer group average during the period, but was still in negative return territory - and down is down. Overall, the investing environment placed a premium on pure stock picking. There were no sectors or stocks that stood out as overachievers, and as a result I traded the fund a bit more actively compared to prior periods. Good security selection within both the technology and telecommunications areas helped performance. On the flip side, I didn't do a very good job of picking stocks in the health care sector, and the group detracted from performance.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What was your strategy within technology?

A. The volatility within the sector prompted me to be as nimble as possible in terms of trading in and out of tech stocks. The group experienced a nice post-September 11 rally, during which I added to the fund's investments in a number of small, Internet security software stocks, including Check Point Software and Network Associates. These stocks performed well but got expensive as we approached November, so I decided to cut back on many of them and lock in profits. The fund ended January with approximately 13% of its investments in technology, compared to just under 18% six months ago. The fund's three largest technology stocks at the end of the period were industry leaders Microsoft, Dell and Intel. Of these, only Intel contributed positively to performance.

Q. Where did you look for opportunities while cutting back on technology?

A. The two most prominent beneficiaries were consumer staples and telecommunication services stocks. Due to their defensive nature, consumer-staple stocks traditionally have performed well during tough economic times. Within this area, I added to the fund's positions in personal care stocks, such as Alberto-Culver, and to grocery/drugstore chain Albertson's, each of which performed well. I also raised the fund's stake in Coca-Cola during the period, which I found to be attractively priced. Coke's performance was relatively flat during the period. On the telecom services side, I focused mostly on several of the regional Bell operating companies, or RBOCs, including SBC Communications, BellSouth and Verizon. The profile for these stocks was compelling - they were cheap, many of their competitors went out of business and long-distance markets opened up. In addition, capital expenditures for these companies were falling, which typically leads to higher return on invested capital. Neither Bell South nor Verizon performed particularly well during the period, but I like their positioning going forward.

Q. The fund's combined average exposure to finance and health stocks during the period was around 37%. How did these investments perform?

A. The fund's finance positions were mixed, and my stock picking within health care was just plain bad. Within finance, I traded the fund's brokerage and insurance positions fairly well, and continued to emphasize well-run regional banks such as Comerica. ChoicePoint, a company that provides technology solutions to the financial services industry, was one standout performer. In terms of health care, the fund was hurt by the continued struggles of several leading pharmaceutical companies, most notably Bristol-Myers Squibb and Schering-Plough. These stocks - and drug stocks in general - declined due to manufacturing problems, sluggish new product pipelines and drug approval delays. One health stock that did perform well was Guidant, which develops therapies for cardiovascular and other vascular diseases.

Q. What's your outlook, Charles?

A. Many signs point to an improved economy in 2002. We've had the stimulus - in the form of numerous interest rate cuts - and as those cuts sink in, investors may become more confident. In many respects, a slow and steady recovery would be better for the market than a fast recovery. A fast recovery may bring quicker rate hikes. A gradual recovery will give investors hope, but also keep expectations in check.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Fund Facts

Goal: seeks capital appreciation

Fund number: 330

Trading symbol: FDGFX

Start date: April 27, 1993

Size: as of January 31, 2002, more than $15.7 billion

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

Charles Mangum talks about the fund's media stocks, and the role convertible securities play in the portfolio:

"The deterioration in the economy and equity markets during the period took a toll on almost every company in America, perhaps none more so than companies that depend heavily on advertising spending to generate revenues. The fund's second-largest position at the end of the period - Clear Channel Communications - was a prime example. Clear Channel operates radio stations throughout the country, and is also involved in the outdoor advertising business. As the economy continued to struggle - and companies scaled back on and reprioritized their spending plans - companies such as Clear Channel and AOL Time Warner suffered considerably.

"While shareholders mostly will see household names such as these in the fund's portfolio listing, I'm always on the lookout for smaller, alternative investments that can add an extra layer of diversity. One good example is the fund's use of convertible securities. Convertibles are hybrid investments in that they have both stock and bond characteristics. In the fund's case, I typically buy convertible bonds that are issued with a coupon, and come with a predetermined payoff date. The sweetener for the fund is that if the issuer's stock performs better than the bond during the period, the fund can realize even more income from the original investment. Convertibles usually represent only a small portion of the portfolio."

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2002
	% of fund's net assets	% of fund's net assets 6 months ago
Cardinal Health, Inc.	7.0	6.9
Clear Channel Communications, Inc.	4.5	4.4
Bristol-Myers Squibb Co.	4.5	5.5
General Electric Co.	4.1	2.2
Fannie Mae	3.7	2.9
Citigroup, Inc.	2.6	1.8
The Coca-Cola Co.	2.6	1.5
Conoco, Inc.	2.6	3.4
Microsoft Corp.	2.5	2.4
Philip Morris Companies, Inc.	2.4	2.0
	36.5
Top Five Market Sectors as of January 31, 2002
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	19.0	19.5
Health Care	18.0	18.6
Information Technology	13.3	17.5
Consumer Discretionary	10.4	11.2
Industrials	10.1	8.4

Asset Allocation (% of fund's net assets)
As of January 31, 2002 *			As of July 31, 2001 **
	Stocks 93.0%			Stocks 93.2%
	Convertible Securities 3.5%			Convertible Securities 3.4%
	Short-Term Investments and Net Other Assets 3.5%			Short-Term Investments and Net Other Assets 3.4%
* Foreign investments		1.3%	** Foreign investments		1.5%

Semiannual Report

Investments January 31, 2002

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.0%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 10.2%
Auto Components - 0.1%
Dana Corp.	1,500,000		$ 21,915
Hotels, Restaurants & Leisure - 0.4%
Jack in the Box, Inc. (a)	1,011,200		28,314
Papa John's International, Inc. (a)	938,400		26,604
			54,918
Household Durables - 0.6%
Centex Corp.	400,000		23,792
KB Home	444,300		19,132
Koninklijke Philips Electronics NV sponsored ADR	993,388		27,169
Leggett & Platt, Inc.	603,500		14,623
Pulte Homes, Inc.	246,900		11,641
			96,357
Leisure Equipment & Products - 0.2%
Brunswick Corp.	1,300,000		31,980
Media - 6.3%
AOL Time Warner, Inc. (a)	9,768,882		257,019
Clear Channel Communications, Inc. (a)	15,342,340		706,361
Radio One, Inc. Class D (non-vtg.) (a)	900,000		15,759
Viacom, Inc. Class B (non-vtg.) (a)	219,800		8,790
			987,929
Multiline Retail - 0.9%
Costco Wholesale Corp. (a)	645,600		29,698
Federated Department Stores, Inc. (a)	1,800,000		74,916
Target Corp.	987,000		43,833
			148,447
Specialty Retail - 1.7%
Abercrombie & Fitch Co. Class A (a)	629,600		16,716
Gap, Inc.	1,110,637		15,993
Home Depot, Inc.	2,626,150		131,544
Intimate Brands, Inc. Class A	1,200,000		21,900
Lowe's Companies, Inc.	1,511,600		69,639
Staples, Inc. (a)	628,200		11,446
			267,238
TOTAL CONSUMER DISCRETIONARY			1,608,784
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - 10.1%
Beverages - 3.6%
PepsiCo, Inc.	3,227,190		$ 161,650
The Coca-Cola Co.	9,225,100		403,598
			565,248
Food & Drug Retailing - 1.9%
Albertson's, Inc.	4,516,900		129,861
CVS Corp.	4,270,500		116,158
Safeway, Inc. (a)	1,200,000		48,540
			294,559
Food Products - 0.6%
Kraft Foods, Inc. Class A	2,387,300		88,473
Household Products - 0.0%
Colgate-Palmolive Co.	100,000		5,715
Personal Products - 1.6%
Alberto-Culver Co.:
Class A (f)	4,223,300		171,086
Class B	5,000		233
Gillette Co.	2,216,110		73,796
			245,115
Tobacco - 2.4%
Philip Morris Companies, Inc.	7,653,000		383,492
TOTAL CONSUMER STAPLES			1,582,602
ENERGY - 7.3%
Energy Equipment & Services - 1.2%
Baker Hughes, Inc.	707,600		24,908
BJ Services Co. (a)	525,000		16,275
Cooper Cameron Corp. (a)	853,560		36,302
GlobalSantaFe Corp.	1,198,705		34,043
Halliburton Co.	4,043,000		55,591
Smith International, Inc. (a)	358,000		19,708
			186,827
Oil & Gas - 6.1%
ChevronTexaco Corp.	2,097,100		175,737
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Oil & Gas - continued
Conoco, Inc.	14,239,252		$ 400,977
Exxon Mobil Corp.	9,719,450		379,545
			956,259
TOTAL ENERGY			1,143,086
FINANCIALS - 19.0%
Banks - 6.8%
Bank of America Corp.	1,376,400		86,754
Bank One Corp.	1,880,000		70,500
Comerica, Inc.	5,414,945		304,807
FleetBoston Financial Corp.	3,962,100		133,206
PNC Financial Services Group, Inc.	4,609,400		266,193
Synovus Financial Corp.	1,661,300		45,918
U.S. Bancorp, Delaware	2,259,400		47,041
Wachovia Corp.	3,226,300		107,274
			1,061,693
Diversified Financials - 8.6%
American Express Co.	2,767,000		99,197
Citigroup, Inc.	8,592,239		407,272
Fannie Mae	7,122,980		576,605
Household International, Inc.	1,996,700		102,311
Merrill Lynch & Co., Inc.	1,996,100		101,761
Morgan Stanley Dean Witter & Co.	1,205,000		66,275
			1,353,421
Insurance - 3.6%
AFLAC, Inc.	1,570,400		41,019
Allmerica Financial Corp.	1,766,700		74,413
American International Group, Inc.	4,739,100		351,404
Hartford Financial Services Group, Inc.	1,322,000		87,503
PartnerRe Ltd.	344,000		17,541
			571,880
TOTAL FINANCIALS			2,986,994
HEALTH CARE - 18.0%
Health Care Equipment & Supplies - 1.3%
C.R. Bard, Inc.	394,600		19,355
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Guidant Corp. (a)	2,612,200		$ 125,516
Zimmer Holdings, Inc. (a)	2,088,075		67,925
			212,796
Health Care Providers & Services - 7.0%
Cardinal Health, Inc.	16,652,970		1,097,598
Pharmaceuticals - 9.7%
American Home Products Corp.	2,899,700		187,495
Bristol-Myers Squibb Co.	15,509,616		703,671
Eli Lilly & Co.	135,100		10,146
Pfizer, Inc.	8,646,200		360,287
Pharmacia Corp.	1,200,000		48,600
Schering-Plough Corp.	6,521,900		211,179
			1,521,378
TOTAL HEALTH CARE			2,831,772
INDUSTRIALS - 10.1%
Aerospace & Defense - 0.5%
Honeywell International, Inc.	1,874,800		63,012
United Technologies Corp.	246,100		16,914
			79,926
Airlines - 0.9%
AMR Corp. (a)	2,865,600		71,468
Delta Air Lines, Inc.	1,929,500		60,991
Northwest Airlines Corp. (a)	745,700		11,469
			143,928
Building Products - 0.2%
Masco Corp.	1,021,700		27,341
Commercial Services & Supplies - 0.8%
Allied Waste Industries, Inc. (a)	1,000,000		10,980
ChoicePoint, Inc. (a)	1,764,690		92,823
First Data Corp.	300,000		24,819
			128,622
Industrial Conglomerates - 5.6%
General Electric Co.	17,308,300		643,003
Textron, Inc.	559,700		25,651
Tyco International Ltd.	5,788,400		203,462
			872,116
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Machinery - 1.3%
Danaher Corp.	631,000		$ 40,220
Ingersoll-Rand Co. Ltd. Class A	1,810,000		80,056
Parker Hannifin Corp.	1,800,000		88,272
			208,548
Road & Rail - 0.8%
Burlington Northern Santa Fe Corp.	2,791,740		78,839
Union Pacific Corp.	760,200		47,170
			126,009
TOTAL INDUSTRIALS			1,586,490
INFORMATION TECHNOLOGY - 10.5%
Communications Equipment - 1.4%
Cisco Systems, Inc. (a)	6,543,200		129,555
Comverse Technology, Inc. (a)	3,600,000		76,932
Nortel Networks Corp.	1,705,800		12,350
			218,837
Computers & Peripherals - 1.4%
Dell Computer Corp. (a)	6,401,400		175,974
EMC Corp. (a)	1,498,600		24,577
Sun Microsystems, Inc. (a)	2,305,600		24,808
			225,359
Electronic Equipment & Instruments - 0.7%
Avnet, Inc.	1,144,057		30,489
Ingram Micro, Inc. Class A (a)	912,600		16,427
Sanmina-SCI Corp. (a)	1,002,696		14,720
Solectron Corp. (a)	4,622,500		54,176
			115,812
IT Consulting & Services - 0.1%
Computer Sciences Corp. (a)	70,700		3,146
Electronic Data Systems Corp.	200,000		12,522
			15,668
Semiconductor Equipment & Products - 3.1%
Altera Corp. (a)	1,394,000		35,017
Analog Devices, Inc. (a)	800,000		35,040
Atmel Corp. (a)	160,000		1,232
Intel Corp.	4,000,000		140,160
LAM Research Corp. (a)	519,100		12,074
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Semiconductor Equipment & Products - continued
Linear Technology Corp.	579,000		$ 23,953
Micron Technology, Inc. (a)	3,010,000		101,588
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	2,388,800		40,538
Teradyne, Inc. (a)	400,000		11,944
Texas Instruments, Inc.	200,000		6,242
United Microelectronics Corp. sponsored ADR	4,735,600		41,768
Xilinx, Inc. (a)	677,100		29,352
			478,908
Software - 3.8%
Adobe Systems, Inc.	1,179,870		39,762
Computer Associates International, Inc.	3,583,400		123,484
Microsoft Corp. (a)	6,145,600		391,536
Network Associates, Inc. (a)	400,000		11,996
Oracle Corp. (a)	2,000,000		34,520
			601,298
TOTAL INFORMATION TECHNOLOGY			1,655,882
MATERIALS - 1.5%
Chemicals - 0.8%
E.I. du Pont de Nemours & Co.	729,000		32,200
Lyondell Chemical Co.	1,000,000		13,470
Praxair, Inc.	799,265		46,397
Rohm & Haas Co.	836,500		30,766
			122,833
Containers & Packaging - 0.2%
Temple-Inland, Inc.	473,000		26,185
Metals & Mining - 0.3%
Alcoa, Inc.	1,460,700		52,366
Paper & Forest Products - 0.2%
International Paper Co.	781,400		32,647
TOTAL MATERIALS			234,031
TELECOMMUNICATION SERVICES - 6.2%
Diversified Telecommunication Services - 6.1%
AT&T Corp.	6,431,781		113,843
BellSouth Corp.	5,556,100		222,244
CenturyTel, Inc.	992,700		30,555
Common Stocks - continued
	Shares		Value (Note 1) (000s)
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
Qwest Communications International, Inc.	2,772,200		$ 29,108
SBC Communications, Inc.	6,713,991		251,439
Sprint Corp. - FON Group	753,540		13,338
Verizon Communications, Inc.	6,213,700		288,005
			948,532
Wireless Telecommunication Services - 0.1%
Nextel Communications, Inc. Class A (a)	2,604,200		20,964
TOTAL TELECOMMUNICATION SERVICES			969,496
UTILITIES - 0.1%
Electric Utilities - 0.1%
AES Corp. (a)	1,500,000		20,325
TOTAL COMMON STOCKS (Cost $13,399,365)		14,619,462

Convertible Bonds - 3.5%
Moody's Ratings (unaudited) (e)		Principal Amount (000s)
CONSUMER DISCRETIONARY - 0.2%
Media - 0.2%
EchoStar Communications Corp. 5.75% 5/15/08 (c)	Caa1	$ 33,730		30,884
FINANCIALS - 0.0%
Real Estate - 0.0%
Pinnacle Holdings, Inc. 5.5% 9/15/07 (c)	-	11,640		582
INFORMATION TECHNOLOGY - 2.8%
Communications Equipment - 1.4%
CIENA Corp. 3.75% 2/1/08	Ba3	23,425		15,711
Comverse Technology, Inc. 1.5% 12/1/05	BB	45,360		35,328
Juniper Networks, Inc. 4.75% 3/15/07	B2	79,880		59,068
Natural MicroSystems Corp. 5% 10/15/05	CCC+	33,580		19,812
ONI Systems Corp. 5% 10/15/05	CCC	102,070		69,172
Redback Networks, Inc. 5% 4/1/07	CCC-	39,460		22,099
				221,190
Electronic Equipment & Instruments - 1.0%
Agilent Technologies, Inc. 3% 12/1/21 (c)	Baa2	8,100		9,398
Convertible Bonds - continued
Moody's Ratings (unaudited) (e)		Principal Amount (000s)		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - continued
Sanmina-SCI Corp. 0% 9/12/20	Ba3	$ 146,493		$ 54,569
Solectron Corp. liquid yield option note 0% 5/8/20	Ba1	128,600		72,492
Thermo Electron Corp. 4.25% 1/1/03 (c)	Ba2	17,950		17,154
				153,613
Semiconductor Equipment & Products - 0.4%
LSI Logic Corp. 4% 2/15/05	Ba3	23,830		20,434
Vitesse Semiconductor Corp. 4% 3/15/05	B2	44,910		36,995
				57,429
Software - 0.0%
Network Associates, Inc. 5.25% 8/15/06 (c)	-	2,300		4,301
TOTAL INFORMATION TECHNOLOGY				436,533
TELECOMMUNICATION SERVICES - 0.4%
Diversified Telecommunication Services - 0.1%
Korea Telecom Corp. 0.25% 1/4/07 (c)	Baa2	20,000		20,625
Wireless Telecommunication Services - 0.3%
Aether Systems, Inc. 6% 3/22/05	CCC	47,930		26,702
Nextel Communications, Inc. 6% 6/1/11 (c)	B1	20,000		13,124
				39,826
TOTAL TELECOMMUNICATION SERVICES				60,451
UTILITIES - 0.1%
Multi-Utilities - 0.1%
Enron Corp. 0% 2/7/21 (d)	Baa1	162,145		16,215
TOTAL CONVERTIBLE BONDS (Cost $646,727)			544,665

Money Market Funds - 3.7%
	Shares
Fidelity Cash Central Fund, 1.88% (b)	542,966,532		542,967
Fidelity Securities Lending Cash Central Fund, 1.84% (b)	36,930,600		36,931
TOTAL MONEY MARKET FUNDS (Cost $579,898)		579,898
Cash Equivalents - 0.0%
	Maturity Amount (000s)		Value (Note 1) (000s)
Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 1.9%, dated 1/31/02 due 2/1/02 (Cost $6,172)	$ 6,172		$ 6,172
TOTAL INVESTMENT PORTFOLIO - 100.2% (Cost $14,632,162)			15,750,197
NET OTHER ASSETS - (0.2)%			(31,317)
NET ASSETS - 100%		$ 15,718,880

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) 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 $96,068,000 or 0.6% of net assets.

(d) Non-income producing - issuer filed for bankruptcy or is in default of interest payments.

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

(f) Affiliated company

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $8,020,718,000 and $6,119,472,000, respectively.

Income Tax Information

At January 31, 2002, the aggregate cost of investment securities for income tax purposes was $14,689,614,000. Net unrealized appreciation aggregated $1,060,583,000, of which $1,954,626,000 related to appreciated investment securities and $894,043,000 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	January 31, 2002 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $36,192 and repurchase agreements of $6,172) (cost $14,632,162) - See accompanying schedule		$ 15,750,197
Receivable for investments sold		153,068
Receivable for fund shares sold		44,064
Dividends receivable		15,602
Interest receivable		8,704
Other receivables		34
Total assets		15,971,669
Liabilities
Payable for investments purchased	$ 173,849
Payable for fund shares redeemed	30,293
Accrued management fee	9,635
Other payables and accrued expenses	2,081
Collateral on securities loaned, at value	36,931
Total liabilities		252,789
Net Assets		$ 15,718,880
Net Assets consist of:
Paid in capital		$ 14,707,434
Undistributed net investment income		24,820
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(131,407)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,118,033
Net Assets, for 563,112 shares outstanding		$ 15,718,880
Net Asset Value, offering price and redemption price per share ($15,718,880 ÷ 563,112 shares)		$27.91

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended January 31, 2002 (Unaudited)
Investment Income Dividends (including $697 received from affiliated issuers)		$ 90,172
Interest		39,618
Security lending		109
Total income		129,899
Expenses
Management fee Basic fee	$ 41,129
Performance adjustment	12,213
Transfer agent fees	15,508
Accounting and security lending fees	530
Non-interested trustees' compensation	21
Custodian fees and expenses	119
Registration fees	343
Audit	48
Legal	40
Miscellaneous	76
Total expenses before reductions	70,027
Expense reductions	(2,200)	67,827
Net investment income		62,072
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	(7,436)
Foreign currency transactions	12	(7,424)
Change in net unrealized appreciation (depreciation) on:
Investment securities	(719,332)
Assets and liabilities in foreign currencies	(1)	(719,333)
Net gain (loss)		(726,757)
Net increase (decrease) in net assets resulting from operations		$ (664,685)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2002 (Unaudited)	Year ended July 31, 2001
Increase (Decrease) in Net Assets
Operations Net investment income	$ 62,072	$ 66,189
Net realized gain (loss)	(7,424)	407,614
Change in net unrealized appreciation (depreciation)	(719,333)	9,069
Net increase (decrease) in net assets resulting from operations	(664,685)	482,872
Distributions to shareholders From net investment income	(76,000)	(63,404)
From net realized gain	(163,168)	(849,513)
Total distributions	(239,168)	(912,917)
Share transactions Net proceeds from sales of shares	3,477,773	6,231,162
Reinvestment of distributions	230,633	883,411
Cost of shares redeemed	(1,548,397)	(2,653,375)
Net increase (decrease) in net assets resulting from share transactions	2,160,009	4,461,198
Total increase (decrease) in net assets	1,256,156	4,031,153
Net Assets
Beginning of period	14,462,724	10,431,571
End of period (including undistributed net investment income of $24,820 and $45,363, respectively)	$ 15,718,880	$ 14,462,724
Other Information Shares
Sold	125,298	209,167
Issued in reinvestment of distributions	8,598	28,999
Redeemed	(56,999)	(89,565)
Net increase (decrease)	76,897	148,601

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

	Six months ended January 31, 2002	Years ended July 31,
	(Unaudited)	2001	2000	1999	1998	1997
Selected Per-Share Data
Net asset value, begin- ning of period	$ 29.75	$ 30.90	$ 31.14	$ 28.11	$ 25.07	$ 17.24
Income from Invest- ment Operations
Net investment income^D	.12^F	.16	.15	.17	.17	.20
Net realized and unrealized gain (loss)	(1.48)^F	1.27	1.89	5.18	5.21	8.09
Total from investment operations	(1.36)	1.43	2.04	5.35	5.38	8.29
Less Distributions
From net investment income	(.15)	(.18)	(.14)	(.13)	(.15)	(.09)
From net realized gain	(.33)	(2.40)	(2.14)	(2.19)	(2.19)	(.37)
Total distributions	(.48)	(2.58)	(2.28)	(2.32)	(2.34)	(.46)
Net asset value, end of period	$ 27.91	$ 29.75	$ 30.90	$ 31.14	$ 28.11	$ 25.07
Total Return^{B, C}	(4.50)%	4.58%	7.00%	21.90%	23.81%	49.21%
Ratios to Average Net Assets^E
Expenses before expense reductions	.98%^A	.97%	.77%	.87%	.89%	.95%
Expenses net of voluntary waivers, if any	.98%^A	.97%	.77%	.87%	.89%	.95%
Expenses net of all reductions	.95%^A	.94%	.74%	.84%	.86%	.92%
Net investment income	.87%^{A, F}	.54%	.52%	.58%	.64%	.99%
Supplemental Data
Net assets, end of period (in millions)	$ 15,719	$ 14,463	$ 10,432	$ 14,283	$ 7,371	$ 4,368
Portfolio turnover rate	89%^A	88%	86%	104%	109%	141%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

^E Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

^F Effective August 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.03 and decrease net realized and unrealized gain (loss) per share by $.03. Without this change the ratio of net investment income to average net assets would have been .63%. Per share data, ratios and supplemental data for prior periods have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2002 (Unaudited)

1. Significant Accounting Policies.

Fidelity Dividend Growth Fund (the fund) is a fund of Fidelity Securities Fund (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America 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:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, futures transactions, foreign currency transactions, market discount, contingent interest and losses deferred due to wash sales.

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.

Change in Accounting Principle. Effective August 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in a $16,149,000 increase to the cost of securities held and a corresponding decrease to accumulated net undistributed realized gain (loss), based on securities held by the fund on August 1, 2001.

The effect of this change during the period, was to increase net investment income by $17,049,000; decrease net unrealized appreciation/depreciation by $14,929,000; and decrease net realized gain (loss) by $2,120,000. The Statement of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a custodian bank. 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.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Security Lending.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $2,006,000 of the fund's expenses. 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 the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $8,000 and $186,000, respectively.

8. Transactions with Affiliated Companies.

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

Summary of Transactions with Affiliated Companies

Amounts in thousands

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Alberto-Culver Co. Class A

$ -

$ 697

$ 171,086

Semiannual Report

Managing Your Investments

By Phone

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Fidelity Automated
Service Telephone (FAST®)
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
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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

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Fidelity On-line Xpress+®

Semiannual Report

To Write Fidelity

(letter_graphic)

Making Changes
To Your Account

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

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

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For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
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Hebron, KY 41048

Selling shares

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

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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 - CP5L

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

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

601 Larkspur Landing Circle
Larkspur, 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

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
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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
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Florida

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Boca Raton, FL

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Naples, FL

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8065 Beneva Road
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Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
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Illinois

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Chicago, IL

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1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
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Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 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

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, 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

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.,
New York, NY

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Fidelity®

Growth & Income

Portfolio

Semiannual Report

January 31, 2002

(2_fidelity_logos) (Registered_Trademark)

President's Message	<Click Here>	Ned Johnson on investing strategies.
Performance	<Click Here>	How the fund has done over time.
Fund Talk	<Click Here>	The manager's review of fund performance, strategy and outlook.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

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.

Semiannual Report

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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

Cumulative Total Returns

Periods ended January 31, 2002	Past 6 months	Past 1 year	Past 5 years	Past 10 years
Fidelity® Growth & Income	-3.87%	-9.15%	55.57%	250.95%
S&P 500 ®	-6.01%	-16.15%	54.18%	238.99%
Growth & Income Funds Average	-5.44%	-11.88%	46.05%	201.82%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500^SM 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 & 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 1,120 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page 7 of this report.*

Average Annual Total Returns

Periods ended January 31, 2002	Past 1 year	Past 5 years	Past 10 years
Fidelity Growth & Income	-9.15%	9.24%	13.38%
S&P 500	-16.15%	9.04%	12.98%
Growth & Income Funds Average	-11.88%	7.64%	11.48%

Semiannual Report

$10,000 Over 10 Years

$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity ® Growth & Income Portfolio on January 31, 1992. As the chart shows, by January 31, 2002, the value of the investment would have grown to $35,095 - a 250.95% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $33,899 - a 238.99% increase.

Understanding
Performance

The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

* 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, 2002, the six month, one year, five year and 10 year cumulative total returns for the large-cap core funds average were -6.42%, -17.29%, 39.43%, and 184.22%, respectively. The one year, five year and 10 year average annual total returns were -17.29%, 6.72%, and 10.77%, respectively. The six month, one year, five year and 10 year cumulative total returns for the large-cap supergroup average were -6.88%, -20.08%, 40.24%, and 181.34%, respectively. The one year, five year and 10 year average annual total returns were -20.08%, 6.76%, and 10.66%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

(Portfolio Manager photograph)
An interview with Steven Kaye, Portfolio Manager of Fidelity Growth & Income Portfolio

Q. Steve, how did the fund perform during the past six months?

A. By and large it was a relatively good period, as the fund did what it was supposed to do in a down market. For the six-month period ending January 31, 2002, the fund returned -3.87%. In comparison, the Standard & Poor's 500 Index fell 6.01% during the same period, while the growth & income funds average tracked by Lipper Inc. returned -5.44%. For the 12 months ending January 31, 2002, the fund returned -9.15%, but still outperformed the 16.15% and 11.88% declines of the S&P 500 and Lipper peer group average, respectively.

Q. The fund held up pretty well through all the turmoil of the past six months. How were you able to outperform the S&P 500 during this time?

A. The fund's outperformance really all came down to the month of September. What the volatility basically showed was that we held a lot of companies with solid balance sheets, decent earnings and solid growth prospects regardless of the market environment. Stable growers such as USA Education, Philip Morris, UnitedHealth Group, Gillette and Fannie Mae really held up well. All of them were reasonably priced at that point and their fundamentals were very strong. Underweighting technology during the worst of the market decline also was beneficial, as tech stocks bore the brunt of the two-week selloff after 9/11. However, the fund did give up some of its relative gains during the fourth-quarter rally in the tech sector. Having limited exposure to AOL Time Warner - a relatively large position in the S&P 500 - proved to be a good move. AOL pre-released poor earnings results, its CEO resigned, and it was hampered by a very soft advertising market - a large source of AOL's revenues.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. You also outperformed the Lipper peer group average. What made the difference there?

A. Compared to this fund, my peers tend to be more value-oriented, so they hold a lot more cyclicals. I probably did better than the peer average because cyclical stocks got crushed in September given investors' fears about the state of the economy. But cyclicals did come back in the fourth quarter along with tech, which cut into the fund's outperformance given my underweighting of the sector.

Q. What were some of the better individual contributors to performance?

A. Student loan provider USA Education has outperformed the market for the past couple of years. The company's top-line growth was accelerating, it continued to beat earnings, and its loans are guaranteed by the government so it has a very low default risk . . . it's just been a great stock for the fund. Another good performer a lot of people might not be familiar with was ChoicePoint, a security company the fund has held for several years. Law enforcement agencies, insurance companies and law firms use ChoicePoint's databases for credential verifications and background checks. The company's stock received a boost after the events of September 11.

Q. What stocks were the biggest disappointments?

A. General Electric, the fund's second-largest position at the end of the period, has struggled of late. Its proposed merger with Honeywell was rejected, its aerospace and insurance divisions were hurt by the 9/11 events, and longtime CEO Jack Welch recently retired. Another conglomerate, Tyco International, also disappointed. Tyco operates electronics, health care, telecommunications and security divisions, and has come under Enron-like scrutiny because of what some consider questionable accounting practices. As a result, its stock price dropped from nearly $60 a share to about $35 a share during the period. I believe the stock's worth a lot more than its price at the end of the period.

Q. What's your outlook, Steve?

A. I think things are genuinely getting better. Consumers are hanging in there. Unemployment seems to have stabilized. Housing is still fairly robust. My big issue is the valuation of the stock market. There still needs to be some reconciliation of the prices of stocks relative to corporate earnings potential. Right now, the average stock in the S&P 500 is trading at a price-to-earnings (P/E) ratio of about 23 times future earnings. I'd feel a lot better about the market if P/Es were closer to their historical norm.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Fund Facts

Goal: seeks a high total return through a combination of current income and capital appreciation

Fund number: 027

Trading symbol: FGRIX

Start date: December 30, 1985

Size: as of January 31, 2002, more than $33.7 billion

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

Steve Kaye expands on market expectations for 2002:

"It's my opinion, but I'm fairly confident that the economy will experience a recovery in 2002. However, that doesn't necessarily mean we'll see stellar returns in the stock market this year. There are a couple of reasons why I say this.

"First, the consumer usually leads the market into a recovery. During this current recession, the consumer has been very resilient. Therefore, I don't see a lot of pent-up demand; I can't envision consumers buying cars or houses at a much faster rate than they are now, no matter how much the Federal Reserve Board cuts rates. Second, valuations in the stock market are still fairly high. With P/Es at low to mid 20s levels on next year's earnings, it doesn't feel like we can see any multiple expansion.

"Without a big spike in demand from consumers, or a big spike in corporate earnings, I don't think the S&P 500 will deliver great returns in 2002. Rather, I would expect modest returns over the next several years. I don't want to sound bearish; it's just not realistic to expect gains like we saw in the 1990s. We need to get earnings back on the growth track first."

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2002
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	4.3	3.7
General Electric Co.	3.8	4.5
Pfizer, Inc.	3.7	3.4
USA Education, Inc.	3.5	2.9
Fannie Mae	3.5	3.3
Wal-Mart Stores, Inc.	3.0	2.5
Philip Morris Companies, Inc.	3.0	2.3
Exxon Mobil Corp.	2.6	3.8
Citigroup, Inc.	2.1	1.9
Freddie Mac	1.9	1.8
	31.4
Top Five Market Sectors as of January 31, 2002
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	20.0	19.6
Health Care	17.1	16.6
Industrials	11.4	12.3
Consumer Staples	10.9	8.4
Information Technology	10.5	10.4

Asset Allocation (% of fund's net assets)
As of January 31, 2002 *			As of July 31, 2001 **
	Stocks and Equity Futures 91.2%			Stocks and Equity Futures 91.6%
	Convertible Securities 1.8%			Convertible Securities 0.6%
	Short-Term Investments and Net Other Assets 7.0%			Short-Term Investments and Net Other Assets 7.8%
* Foreign investments		1.4%	** Foreign investments		1.9%

Semiannual Report

Investments January 31, 2002

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 89.2%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 10.4%
Auto Components - 0.3%
TRW, Inc.	1,933,500		$ 81,922
Automobiles - 0.2%
Ford Motor Co.	1,737,196		26,579
General Motors Corp.	937,742		47,956
			74,535
Hotels, Restaurants & Leisure - 1.1%
Harrah's Entertainment, Inc. (a)	1,171,800		44,728
Marriott International, Inc. Class A	1,550,000		63,209
McDonald's Corp.	3,294,700		89,550
MGM Mirage, Inc. (a)	2,049,930		66,746
Starbucks Corp. (a)	2,331,760		55,426
Starwood Hotels & Resorts Worldwide, Inc. unit	1,833,043		62,782
			382,441
Household Durables - 0.2%
Leggett & Platt, Inc.	1,000,000		24,230
Maytag Corp.	825,050		26,303
			50,533
Media - 3.3%
AOL Time Warner, Inc. (a)	6,408,146		168,598
Comcast Corp. Class A (special) (a)	3,413,800		121,122
Gannett Co., Inc.	1,650,000		111,293
General Motors Corp. Class H (a)	3,063,827		48,102
Omnicom Group, Inc.	1,431,400		125,061
The New York Times Co. Class A	550,000		23,172
Tribune Co.	1,250,000		46,463
Univision Communications, Inc. Class A (a)	1,675,000		58,592
Viacom, Inc. Class B (non-vtg.) (a)	5,341,298		213,598
Walt Disney Co.	9,096,500		191,572
			1,107,573
Multiline Retail - 3.5%
Costco Wholesale Corp. (a)	1,311,300		60,320
Kohls Corp. (a)	725,500		48,093
Target Corp.	1,581,900		70,252
Wal-Mart Stores, Inc.	16,840,900		1,010,117
			1,188,782
Specialty Retail - 1.7%
Best Buy Co., Inc. (a)	750,000		55,500
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Home Depot, Inc.	10,183,050		$ 510,069
Office Depot, Inc. (a)	1,040,100		17,110
			582,679
Textiles & Apparel - 0.1%
NIKE, Inc. Class B	169,900		10,179
Unifi, Inc. (a)	1,966,800		14,849
			25,028
TOTAL CONSUMER DISCRETIONARY			3,493,493
CONSUMER STAPLES - 10.9%
Beverages - 2.7%
Anheuser-Busch Companies, Inc.	2,429,300		114,833
PepsiAmericas, Inc.	2,636,400		31,769
PepsiCo, Inc.	8,319,507		416,724
The Coca-Cola Co.	8,061,700		352,699
			916,025
Food & Drug Retailing - 1.5%
Safeway, Inc. (a)	1,355,300		54,822
Sysco Corp.	6,658,100		197,213
Walgreen Co.	6,364,800		230,915
Whole Foods Market, Inc. (a)	494,000		21,143
			504,093
Food Products - 0.8%
General Mills, Inc.	938,700		46,513
Kraft Foods, Inc. Class A	3,768,800		139,672
Sara Lee Corp.	1,486,000		31,429
Unilever NV (NY Shares)	752,400		42,390
			260,004
Household Products - 1.7%
Colgate-Palmolive Co.	3,296,100		188,372
Kimberly-Clark Corp.	1,797,500		108,389
Procter & Gamble Co.	3,347,000		273,383
			570,144
Personal Products - 1.0%
Avon Products, Inc.	925,500		45,535
Gillette Co.	8,512,400		283,463
			328,998
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Tobacco - 3.2%
Loews Corp. - Carolina Group	211,100		$ 5,911
Philip Morris Companies, Inc.	20,145,800		1,009,506
UST, Inc.	1,900,000		66,405
			1,081,822
TOTAL CONSUMER STAPLES			3,661,086
ENERGY - 4.2%
Energy Equipment & Services - 0.2%
Schlumberger Ltd. (NY Shares)	1,425,500		80,384
Oil & Gas - 4.0%
Burlington Resources, Inc.	301,400		10,320
ChevronTexaco Corp.	2,631,210		220,495
Conoco, Inc.	1,553,600		43,749
Exxon Mobil Corp.	22,500,894		878,660
Royal Dutch Petroleum Co. (NY Shares)	3,938,200		196,792
			1,350,016
TOTAL ENERGY			1,430,400
FINANCIALS - 19.6%
Banks - 2.6%
Bank of America Corp.	2,867,006		180,707
Bank of New York Co., Inc.	475,808		19,499
Bank One Corp.	3,688,800		138,330
FleetBoston Financial Corp.	514,198		17,287
Golden West Financial Corp., Delaware	525,000		33,422
Mellon Financial Corp.	1,601,300		61,490
Northern Trust Corp.	746,300		43,576
U.S. Bancorp, Delaware	1,450,000		30,189
Wachovia Corp.	2,153,205		71,594
Wells Fargo & Co.	5,738,800		266,223
			862,317
Diversified Financials - 13.1%
American Express Co.	2,629,890		94,282
Capital One Financial Corp.	700,000		35,119
Charles Schwab Corp.	1,993,600		28,648
Citigroup, Inc.	14,829,338		702,911
Fannie Mae	14,495,700		1,173,427
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Diversified Financials - continued
Freddie Mac	9,631,800		$ 646,486
Goldman Sachs Group, Inc.	125,000		10,873
Household International, Inc.	434,640		22,271
J.P. Morgan Chase & Co.	2,193,000		74,672
Merrill Lynch & Co., Inc.	3,645,000		185,822
Morgan Stanley Dean Witter & Co.	4,391,900		241,555
USA Education, Inc. (d)	13,229,810		1,190,683
			4,406,749
Insurance - 2.9%
Allmerica Financial Corp.	516,100		21,738
American International Group, Inc.	8,291,700		614,830
Hartford Financial Services Group, Inc.	407,300		26,959
MBIA, Inc.	5,827,500		313,986
The Chubb Corp.	137,000		9,158
			986,671
Real Estate - 1.0%
Equity Office Properties Trust	3,192,890		91,923
Equity Residential Properties Trust (SBI)	7,154,730		191,604
Manufactured Home Communities, Inc.	921,400		29,761
Public Storage, Inc.	1,028,600		37,657
			350,945
TOTAL FINANCIALS			6,606,682
HEALTH CARE - 17.1%
Biotechnology - 0.9%
Amgen, Inc. (a)	4,201,400		233,178
Biogen, Inc. (a)	356,950		19,354
Enzon, Inc. (a)	250,000		13,170
Genzyme Corp. - General Division (a)	100,000		4,561
Immunex Corp. (a)	900,000		25,155
Sepracor, Inc. (a)	200,000		9,872
			305,290
Health Care Equipment & Supplies - 3.3%
Baxter International, Inc.	5,213,800		291,086
Becton, Dickinson & Co.	4,423,700		160,226
Boston Scientific Corp. (a)	945,600		21,248
C.R. Bard, Inc.	1,460,500		71,638
Guidant Corp. (a)	1,690,200		81,214
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Medtronic, Inc.	3,193,790		$ 157,358
St. Jude Medical, Inc. (a)	886,900		70,331
Stryker Corp.	1,635,400		96,063
Zimmer Holdings, Inc. (a)	4,587,693		149,238
			1,098,402
Health Care Providers & Services - 2.6%
Andrx Group (a)	75,000		4,406
Cardinal Health, Inc.	935,200		61,639
HCA, Inc.	2,902,600		123,361
Manor Care, Inc. (a)	1,167,900		23,241
McKesson Corp.	2,157,300		83,056
Tenet Healthcare Corp. (a)	1,550,000		98,875
UnitedHealth Group, Inc.	5,363,100		398,746
Wellpoint Health Networks, Inc. (a)	764,900		97,058
			890,382
Pharmaceuticals - 10.3%
Allergan, Inc.	2,483,100		165,747
American Home Products Corp.	6,082,600		393,301
AstraZeneca PLC sponsored ADR	275,000		12,922
Bristol-Myers Squibb Co.	7,857,700		356,504
Eli Lilly & Co.	3,769,832		283,114
Forest Laboratories, Inc. (a)	1,425,000		118,133
Johnson & Johnson	4,331,800		249,122
Merck & Co., Inc.	6,340,500		375,231
Pfizer, Inc.	29,670,249		1,236,359
Pharmacia Corp.	2,123,400		85,998
Schering-Plough Corp.	3,974,900		128,707
Teva Pharmaceutical Industries Ltd. sponsored ADR	808,000		50,096
			3,455,234
TOTAL HEALTH CARE			5,749,308
INDUSTRIALS - 10.9%
Aerospace & Defense - 1.8%
Boeing Co.	1,745,100		71,462
General Dynamics Corp.	510,800		45,747
Honeywell International, Inc.	4,613,600		155,063
Lockheed Martin Corp.	3,441,300		182,286
Northrop Grumman Corp.	871,500		97,268
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Raytheon Co.	750,000		$ 28,703
United Technologies Corp.	612,100		42,070
			622,599
Airlines - 0.4%
Southwest Airlines Co.	7,339,443		139,009
Building Products - 0.2%
Masco Corp.	2,350,000		62,886
Commercial Services & Supplies - 2.5%
Arbitron, Inc. (a)	598,300		18,840
Automatic Data Processing, Inc.	3,144,300		169,792
Avery Dennison Corp.	600,000		35,700
Ceridian Corp. (a)	2,594,900		46,630
ChoicePoint, Inc. (a)	2,019,050		106,202
Cintas Corp.	1,149,400		57,493
DST Systems, Inc. (a)	373,700		16,323
First Data Corp.	1,543,500		127,694
IMS Health, Inc.	2,428,800		48,455
Paychex, Inc.	514,500		18,882
Pitney Bowes, Inc.	1,730,720		72,379
Viad Corp.	3,067,000		75,571
Waste Management, Inc.	1,950,000		56,199
			850,160
Electrical Equipment - 0.1%
Emerson Electric Co.	477,300		27,655
Industrial Conglomerates - 5.4%
General Electric Co.	33,968,800		1,261,941
Minnesota Mining & Manufacturing Co.	917,000		101,604
Textron, Inc.	284,600		13,043
Tyco International Ltd.	12,215,270		429,367
			1,805,955
Machinery - 0.4%
Danaher Corp.	241,200		15,374
Eaton Corp.	477,100		35,105
Illinois Tool Works, Inc.	648,800		46,311
Ingersoll-Rand Co. Ltd. Class A	646,100		28,577
			125,367
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Road & Rail - 0.1%
Burlington Northern Santa Fe Corp.	1,805,600		$ 50,990
TOTAL INDUSTRIALS			3,684,621
INFORMATION TECHNOLOGY - 9.8%
Communications Equipment - 0.5%
Cisco Systems, Inc. (a)	6,609,000		130,858
Corning, Inc.	1,400,000		11,158
Motorola, Inc.	1,572,100		20,925
			162,941
Computers & Peripherals - 2.0%
Apple Computer, Inc. (a)	1,750,000		43,260
Dell Computer Corp. (a)	2,575,000		70,787
EMC Corp. (a)	1,650,000		27,060
Hewlett-Packard Co.	2,866,400		63,376
International Business Machines Corp.	4,408,200		475,601
Sun Microsystems, Inc. (a)	292,400		3,146
			683,230
IT Consulting & Services - 1.1%
Accenture Ltd. Class A	1,375,000		35,448
Computer Sciences Corp. (a)	1,110,100		49,399
Electronic Data Systems Corp.	3,828,800		239,721
SunGard Data Systems, Inc. (a)	1,100,000		32,989
			357,557
Semiconductor Equipment & Products - 1.3%
Analog Devices, Inc. (a)	725,000		31,755
ASML Holding NV (NY Shares) (a)	1,000,000		18,950
Intel Corp.	6,179,300		216,523
Linear Technology Corp.	332,000		13,735
Micron Technology, Inc. (a)	1,910,852		64,491
NVIDIA Corp. (a)	315,600		20,748
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	1,400,000		23,758
Teradyne, Inc. (a)	1,933,450		57,733
			447,693
Software - 4.9%
Adobe Systems, Inc.	1,789,200		60,296
Computer Associates International, Inc.	2,843,400		97,984
Microsoft Corp. (a)	22,678,500		1,444,841
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Oracle Corp. (a)	2,000,000		$ 34,520
Synopsys, Inc. (a)	600,000		31,128
			1,668,769
TOTAL INFORMATION TECHNOLOGY			3,320,190
MATERIALS - 1.0%
Chemicals - 0.7%
E.I. du Pont de Nemours & Co.	1,209,700		53,432
Ecolab, Inc.	458,900		19,636
IMC Global, Inc.	2,613,700		35,416
Monsanto Co.	1,941,700		64,659
Praxair, Inc.	1,160,500		67,367
			240,510
Metals & Mining - 0.1%
Alcoa, Inc.	1,277,300		45,791
Paper & Forest Products - 0.2%
International Paper Co.	950,000		39,691
Weyerhaeuser Co.	200,000		11,664
			51,355
TOTAL MATERIALS			337,656
TELECOMMUNICATION SERVICES - 5.1%
Diversified Telecommunication Services - 5.0%
ALLTEL Corp.	614,900		34,115
AT&T Corp.	17,245,914		305,253
BellSouth Corp.	11,003,800		440,152
Qwest Communications International, Inc.	5,999,228		62,992
SBC Communications, Inc.	11,057,000		414,085
Sprint Corp. - FON Group	762,000		13,487
Verizon Communications, Inc.	8,817,240		408,679
			1,678,763
Common Stocks - continued
	Shares		Value (Note 1) (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.1%
Nextel Communications, Inc. Class A (a)	3,869,200		$ 31,147
Vodafone Group PLC sponsored ADR	500,000		10,850
			41,997
TOTAL TELECOMMUNICATION SERVICES			1,720,760
UTILITIES - 0.2%
Electric Utilities - 0.2%
Southern Co.	2,902,000		71,534
TOTAL COMMON STOCKS (Cost $18,847,753)		30,075,730
Convertible Preferred Stocks - 1.4%

FINANCIALS - 0.4%
Diversified Financials - 0.4%
Ford Motor Co. Capital Trust II $3.25	1,382,000		74,189
Union Pacific Capital Trust $3.125 TIDES (c)	1,277,000		63,690
			137,879
INDUSTRIALS - 0.5%
Aerospace & Defense - 0.5%
Northrop Grumman Corp. $7.25	416,000		50,086
Raytheon Co. $4.13	1,976,000		127,699
			177,785
INFORMATION TECHNOLOGY - 0.4%
Communications Equipment - 0.2%
Motorola, Inc. $3.50	1,367,300		58,920
IT Consulting & Services - 0.2%
Electronic Data Systems Corp. $3.81	1,200,000		62,640
TOTAL INFORMATION TECHNOLOGY			121,560
UTILITIES - 0.1%
Electric Utilities - 0.1%
FPL Group, Inc. $4.25	1,000,000		50,660
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $450,459)		487,884

Convertible Bonds - 0.4%
Moody's Ratings (unaudited)		Principal Amount (000s)		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - 0.3%
Communications Equipment - 0.2%
Nortel Networks Corp. 4.25% 9/1/08 (c)	Baa2	$ 47,420		$ 46,087
Electronic Equipment & Instruments - 0.1%
Agilent Technologies, Inc. 3% 12/1/21 (c)	Baa2	32,200		37,360
TOTAL INFORMATION TECHNOLOGY				83,447
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Nextel Communications, Inc.:
5.25% 1/15/10	B1	58,000		32,990
6% 6/1/11	B1	24,000		15,749
				48,739
TOTAL CONVERTIBLE BONDS (Cost $133,094)			132,186
U.S. Treasury Obligations - 0.2%

U.S. Treasury Bills, yield at date of purchase 1.63% to 1.82% 2/14/02 to 4/4/02 (e)	-	64,000		63,860
U.S. Treasury Bonds 8.125% 8/15/19	Aaa	10,000		12,720
TOTAL U.S. TREASURY OBLIGATIONS (Cost $74,079)			76,580

Money Market Funds - 9.2%
	Shares
Fidelity Cash Central Fund, 1.88% (b) (Cost $3,092,614)	3,092,614,031		3,092,614
TOTAL INVESTMENT PORTFOLIO - 100.4% (Cost $22,597,999)			33,864,994
NET OTHER ASSETS - (0.4)%			(150,050)
NET ASSETS - 100%		$ 33,714,944

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Gain/(Loss) (000s)
Purchased
2,388 S&P 500 Index Contracts	March 2002	$ 674,849	$ (1,431)

The face value of futures purchased as a percentage of net assets - 2%

Security Type Abbreviations
TIDES	-	Term Income Deferred Equity Securities

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Affiliated company

(e) Security or a portion of the security was pledged to cover margin requirements or futures contracts. At the period end, the value of securities pledged amounted to $39,528,000.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $6,059,333,000 and $6,031,270,000, respectively.

Income Tax Information

At January 31, 2002, the aggregate cost of investment securities for income tax purposes was $22,661,655,000. Net unrealized appreciation aggregated $11,203,339,000, of which $12,097,088,000 related to appreciated investment securities and $893,749,000 related to depreciated investment securities.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	January 31, 2002 (Unaudited)
Assets
Investment in securities, at value (cost $22,597,999) - See accompanying schedule		$ 33,864,994
Receivable for investments sold		135,219
Receivable for fund shares sold		29,742
Dividends receivable		29,283
Interest receivable		6,919
Receivable for daily variation on futures contracts		8,896
Other receivables		99
Total assets		34,075,152
Liabilities
Payable for investments purchased	$ 294,420
Payable for fund shares redeemed	46,648
Accrued management fee	13,503
Other payables and accrued expenses	5,637
Total liabilities		360,208
Net Assets		$ 33,714,944
Net Assets consist of:
Paid in capital		$ 22,538,306
Undistributed net investment income		27,436
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(116,274)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		11,265,476
Net Assets, for 911,283 shares outstanding		$ 33,714,944
Net Asset Value, offering price and redemption price per share ($33,714,944 ÷ 911,283 shares)		$37.00

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended January 31, 2002 (Unaudited)
Investment Income Dividends (including $5,571 received from affiliated issuers)		$ 226,262
Interest		52,056
Security lending		6
Total income		278,324
Expenses
Management fee	$ 81,289
Transfer agent fees	34,698
Accounting and security lending fees	808
Non-interested trustees' compensation	27
Custodian fees and expenses	170
Registration fees	61
Audit	111
Legal	103
Miscellaneous	192
Total expenses before reductions	117,459
Expense reductions	(2,816)	114,643
Net investment income		163,681
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities (including realized gain (loss) of $38,533 on sales of investments in affiliated issuers)	15,042
Futures contracts	(79,872)	(64,830)
Change in net unrealized appreciation (depreciation) on:
Investment securities	(1,580,392)
Assets and liabilities in foreign currencies	3
Futures contracts	59,912	(1,520,477)
Net gain (loss)		(1,585,307)
Net increase (decrease) in net assets resulting from operations		$ (1,421,626)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2002 (Unaudited)	Year ended July 31, 2001
Increase (Decrease) in Net Assets
Operations Net investment income	$ 163,681	$ 364,246
Net realized gain (loss)	(64,830)	1,164,784
Change in net unrealized appreciation (depreciation)	(1,520,477)	(4,870,918)
Net increase (decrease) in net assets resulting from operations	(1,421,626)	(3,341,888)
Distributions to shareholders From net investment income	(174,130)	(350,062)
From net realized gain	(349,292)	(3,483,630)
Total distributions	(523,422)	(3,833,692)
Share transactions Net proceeds from sales of shares	1,993,473	4,514,900
Reinvestment of distributions	507,146	3,724,551
Cost of shares redeemed	(2,939,225)	(6,405,224)
Net increase (decrease) in net assets resulting from share transactions	(438,606)	1,834,227
Total increase (decrease) in net assets	(2,383,654)	(5,341,353)
Net Assets
Beginning of period	36,098,598	41,439,951
End of period (including undistributed net investment income of $27,436 and $37,885, respectively)	$ 33,714,944	$ 36,098,598
Other Information Shares
Sold	54,191	108,594
Issued in reinvestment of distributions	14,074	84,232
Redeemed	(80,311)	(154,399)
Net increase (decrease)	(12,046)	38,427

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

	Six months ended January 31, 2002	Years ended July 31,
	(Unaudited)	2001	2000	1999	1998	1997
Selected Per-Share Data
Net asset value, beginning of period	$ 39.10	$ 46.83	$ 47.27	$ 43.73	$ 38.50	$ 28.20
Income from Invest- ment Operations
Net investment income^D	.18	.39	.38	.39	.41	.46
Net realized and unrealized gain (loss)	(1.71)	(3.83)	2.47	5.69	6.59	11.44
Total from investment operations	(1.53)	(3.44)	2.85	6.08	7.00	11.90
Less Distributions
From net investment income	(.19)	(.38)	(.39)	(.38)	(.41)	(.48)
From net realized gain	(.38)	(3.91)	(2.90)	(2.16)	(1.36)	(1.12)
Total distributions	(.57)	(4.29)	(3.29)	(2.54)	(1.77)	(1.60)
Net asset value, end of period	$ 37.00	$ 39.10	$ 46.83	$ 47.27	$ 43.73	$ 38.50
Total Return^{B, C}	(3.87)%	(8.25)%	6.34%	15.20%	19.06%	44.16%
Ratios to Average Net Assets^E
Expenses before expense reductions	.69%^A	.68%	.67%	.68%	.69%	.73%
Expenses net of voluntary waivers, if any	.69%^A	.68%	.67%	.68%	.69%	.73%
Expenses net of all reductions	.68%^A	.66%	.66%	.66%	.68%	.71%
Net investment income	.96%^A	.94%	.82%	.88%	1.02%	1.43%
Supplemental Data
Net assets, end of period (in millions)	$ 33,715	$ 36,099	$ 41,440	$ 48,595	$ 44,361	$ 34,284
Portfolio turnover rate	40%^A	46%	41%	35%	32%	38%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2002 (Unaudited)

1. Significant Accounting Policies.

Fidelity Growth & Income Portfolio (the fund) is a fund of Fidelity Securities Fund (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America 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:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for futures transactions and losses deferred due to wash sales.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 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.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .20% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .48% of the fund's average net assets.

5. Committed Line of Credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. 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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. At the end of the period there were no security loans outstanding.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $2,289,000 of the fund's expenses. 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 the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $7,000 and $520,000, respectively.

8. Transactions with Affiliated Companies.

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

Summary of Transactions with Affiliated Companies
Amounts in thousands Affiliate	Purchase Cost	Sales Cost	Dividend Income	Value
C.R. Bard, Inc.	$ -	$ 74,908	$ 715	$ -
USA Education, Inc.	60,396	33,213	4,856	1,190,683
TOTALS	$ 60,396	$ 108,121	$ 5,571	$ 1,190,683

Semiannual Report

Managing Your Investments

By Phone

(phone_graphic)

Fidelity Automated
Service Telephone (FAST®)
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

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Fidelity On-line Xpress+®

Semiannual Report

To Write Fidelity

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

400 East Las Colinas Blvd.
Irving, TX 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 - CP5L

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

Fidelity's Growth and Income Funds

Balanced Fund

Convertible Securities Fund

Equity-Income Fund

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Fidelity ® Fund

Global Balanced Fund

Growth & Income Portfolio

Growth & Income II Portfolio

Puritan ® Fund

Real Estate Investment Portfolio

Utilities 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 (FAST®) (automated graphic) 1-800-544-5555

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Fidelity®

OTC

Portfolio

Semiannual Report

January 31, 2002

(2_fidelity_logos) (Registered_Trademark)

President's Message	<Click Here>	Ned Johnson on investing strategies.
Performance	<Click Here>	How the fund has done over time.
Fund Talk	<Click Here>	The manager's review of fund performance, strategy and outlook.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

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.

Semiannual Report

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,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

Cumulative Total Returns

Periods ended January 31, 2002	Past 6 months	Past 1 year	Past 5 years	Past 10 years
Fidelity® OTC	-4.49%	-24.51%	43.67%	196.83%
NASDAQ®	-4.44%	-30.04%	42.43%	233.35%
Mid-Cap Funds Average	-5.27%	-16.20%	57.22%	189.97%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the NASDAQ Composite ® Index - a market capitalization-weighted index that is designed to represent the performance of the National Market System which includes over 5,000 stocks traded only over-the-counter and not on an exchange. To measure how the fund's performance stacked up against its peers, you can compare it to the mid-cap funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 635 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional 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, 2002	Past 1 year	Past 5 years	Past 10 years
Fidelity OTC	-24.51%	7.52%	11.49%
NASDAQ	-30.04%	7.33%	12.80%
Mid-Cap Funds Average	-16.20%	8.97%	10.95%

Semiannual Report

$10,000 Over 10 Years

$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity ® OTC Portfolio on January 31, 1992. As the chart shows, by January 31, 2002, the value of the investment would have grown to $29,683 - a 196.83% increase on the initial investment. For comparison, look at how the NASDAQ Composite Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $33,335 - a 233.35% increase.

Understanding
Performance

The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

* The Lipper multi-cap growth funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper multi-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of January 31, 2002, the six month, one year, five year and 10 year cumulative total returns for the multi-cap growth funds average were -9.72%, -30.74%, 42.30%, and 175.45%, respectively. The one year, five year and 10 year average annual total returns were -30.74%, 6.75%, and 10.33%. The six month, one year, five year and 10 year cumulative total returns for the multi-cap supergroup average were -6.43%, -17.08%, 51.61%, and 212.42%, respectively. The one year, five year and 10 year average annual total returns were -17.08%, 8.25%, and 11.73%.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

(Portfolio Manager photograph)
An interview with Jason Weiner, Portfolio Manager of Fidelity OTC Portfolio

Q. How did the fund perform, Jason?

A. For the six months that ended January 31, 2002, the fund returned -4.49%. In comparison, the NASDAQ Composite Index returned -4.44%, and the mid-cap funds average tracked by Lipper Inc. returned -5.27%. For the one-year period that ended January 31, 2002, the fund returned -24.51%, while the NASDAQ index and Lipper average returned -30.04% and -16.20%, respectively.

Q. What factors had the most influence on performance during the past six months?

A. It was an extremely volatile period that began on a down note, as investors still jittery about weak corporate earnings punished stocks in the face of a protracted economic slowdown. The selling pressure came to a head as a result of the September 11 terrorist attacks, which further damaged investors' confidence. Despite continued fundamental deterioration within most sectors, stocks snapped back strongly during the fourth quarter, largely due to the Federal Reserve Board's aggressive easing of interest rates, coupled with lower energy prices and fiscal stimulus. Technology stocks had the biggest run, which allowed the NASDAQ index to advance more than 35% from its low point achieved on September 21. The fund participated in this move, given its heavy tech weighting, but still ended the period with negative absolute returns as the market never fully recovered from its fall. While we performed in line with the NASDAQ, we had more success relative to our competitors, which tended to be more diversified and less exposed to the tech rally.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What were your principal strategies, and how did they pan out?

A. Behind a bleak fundamental backdrop, there were signs that conditions were improving in certain pockets of technology, particularly the component makers, to which the fund had ample exposure. For some time now, I've emphasized semiconductor and semiconductor capital equipment stocks, which I felt would likely respond faster than other areas of tech when the economy turned and business ultimately improved. Maintaining this pro-cyclical stance paid off in the fourth quarter, as investors shrugged off negative earnings revisions and embraced news of falling chip inventories, rising order levels and an overall pick-up in technology spending. This positive sentiment boosted such stocks as Marvell Technology, Xilinx, Taiwan Semiconductor and Oak Technology. Generally speaking, we benefited from sticking with quality names, avoiding excessively high valuations and limiting our exposure to the lagging telecommunications sector. On top of the fund's fairly aggressive positioning, there was a conservative large-cap growth component to the portfolio - mainly consisting of Microsoft and Intel - which also performed nicely.

Q. Microsoft and Intel combined represented around 25% of the fund during the period. Why such a heavy weighting in a market that wasn't all that supportive of large caps?

A. The past six months was a good period to have exposure to the Wintel - Windows and Intel - space. Microsoft, the fund's top holding, was one of the few mega-cap tech stocks that had an attractive valuation and managed to produce better earnings than most of its tech counterparts, thanks to the introduction of its new XP operating system and Xbox video game console. Intel, meanwhile, benefited from the rollout of its Pentium 4 microprocessor and the prospects for a near-term replacement cycle in PCs.

Q. What other stocks influenced performance?

A. Data storage was another hot pocket of technology, as disaster recovery became very important to businesses post-9/11. Legato and VERITAS Software were top contributors here. On the down side, we were not without disappointments on the tech front. Companies with questionable earnings trends, such as Vitesse, Broadcom and Vignette, were soundly beaten down. Pharmacy benefits provider AdvancePCS was another top detractor even though it met its numbers, proving that it also didn't pay to be too defensive during the period. Underweighting some of the more underrepresented groups in the NASDAQ, such as financial stocks, also hurt, as banks in particular benefited from declining interest rates.

Q. What's your outlook?

A. I'm comfortable with how the fund is positioned right now, maintaining a healthy mix of cyclically oriented tech stocks and more stable growth names. While my long-term outlook continues to be positive, I'm concerned in the near term about stock prices, which remain vulnerable if the recovery is delayed. There's also the risk that even when business does get better, there may not be enough earnings to support still-lofty valuations, particularly if the Fed begins to raise interest rates.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Fund Facts

Goal: capital appreciation by normally investing in securities principally traded on the over-the-counter market

Fund number: 093

Trading symbol: FOCPX

Start date: December 31, 1984

Size: as of January 31, 2002, more than $8.2 billion

Manager: Jason Weiner, since 2000; manager, Contrafund II, 1998-2000; Fidelity Export and Multinational Fund, 1997-1998; several Fidelity Select Portfolios, 1994-1997; joined Fidelity in 1991

Jason Weiner reflects on his tech strategy:

"My fundamental view is that it takes a long time for a post-bubble economy to stabilize, and large-cap tech stocks, which still have very high valuations, are most susceptible to a prolonged period of sluggishness, particularly in the absence of any major product cycles. That said, I tend to be more interested in smaller-cap names that have better valuations, superior relative earnings growth and are more apt to benefit from smaller product cycles. However, there are some notable exceptions, including Microsoft.

"The technology sector is currently working its way through an inventory correction. In order to get to that next leg, there needs to be a pick-up in end demand, particularly from the PC market, which is the biggest consumer of semiconductors. The problem is, PCs are a maturing industry and there haven't really been any major product cycles in recent years to spur demand. I do think there will be smaller product cycle stories involving new networking technologies, but nothing on the global scale that occurred in the 1990s as a result of the Internet and Y2K.

"A PC upgrade cycle could be in the offing if the economy improves and new technology begins to drive replacement demand worldwide in an environment of aging units. This would be good news for component makers, as would be continued strength in the consumer electronics market and a pick-up in telecom spending."

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2002
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	16.5	16.0
Intel Corp.	7.7	4.9
ASML Holding NV (NY Shares)	2.9	2.3
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	2.4	0.1
Brocade Communications System, Inc.	2.3	2.4
Altera Corp.	2.1	2.7
AdvancePCS Class A	2.0	0.7
Dollar Tree Stores, Inc.	2.0	1.2
Xilinx, Inc.	1.8	0.9
Dell Computer Corp.	1.7	1.4
	41.4
Top Five Market Sectors as of January 31, 2002
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	67.3	64.7
Health Care	11.7	10.5
Consumer Discretionary	8.2	6.2
Industrials	6.3	7.6
Financials	4.1	3.3

Asset Allocation (% of fund's net assets)
As of January 31, 2002 *			As of July 31, 2001 **
	Stocks 99.6%			Stocks 93.5%
	Convertible Securities 0.0%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets 0.4%			Short-Term Investments and Net Other Assets 6.4%
* Foreign investments		11.2%	** Foreign investments		9.7%

Semiannual Report

Investments January 31, 2002

(Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 8.2%
Auto Components - 0.1%
Keystone Automotive Industries, Inc. (a)	575,100		$ 11,145
Hotels, Restaurants & Leisure - 0.3%
Panera Bread Co. Class A (a)	450,000		28,125
Media - 2.4%
Adelphia Communications Corp. Class A	250,000		6,453
Comcast Corp. Class A (special) (a)	2,500,000		88,700
Lamar Advertising Co. Class A (a)	950,000		34,457
Macrovision Corp. (a)	990,100		30,099
USA Networks, Inc. (a)	1,000,000		28,590
XM Satellite Radio Holdings, Inc. Class A (a)	1,000,000		11,360
			199,659
Multiline Retail - 2.5%
Costco Wholesale Corp. (a)	900,000		41,400
Dollar Tree Stores, Inc. (a)	4,850,000		160,099
			201,499
Specialty Retail - 2.8%
AC Moore Arts & Crafts, Inc. (a)(c)	450,000		12,321
Bed Bath & Beyond, Inc. (a)	100,000		3,458
CDW Computer Centers, Inc. (a)	1,025,000		56,765
Christopher & Banks Corp. (a)	800,000		26,160
Hollywood Entertainment Corp. (a)	1,500,000		19,515
Hot Topic, Inc. (a)	200,000		6,704
Michaels Stores, Inc. (a)	1,598,000		55,930
Movie Gallery, Inc. (a)	1,139,950		16,335
PETsMART, Inc. (a)	284,400		3,066
Regis Corp.	1,261,500		33,480
			233,734
Textiles & Apparel - 0.1%
Oshkosh B'Gosh, Inc. Class A	118,800		4,982
TOTAL CONSUMER DISCRETIONARY			679,144
CONSUMER STAPLES - 1.3%
Food & Drug Retailing - 1.1%
Performance Food Group Co. (a)	1,245,200		47,567
United Natural Foods, Inc. (a)	400,000		9,196
Whole Foods Market, Inc. (a)	700,000		29,960
			86,723
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Food Products - 0.2%
Hain Celestial Group, Inc. (a)	850,000		$ 19,372
TOTAL CONSUMER STAPLES			106,095
ENERGY - 0.0%
Energy Equipment & Services - 0.0%
Patterson-UTI Energy, Inc. (a)	150,000		3,252
FINANCIALS - 4.1%
Banks - 3.4%
Astoria Financial Corp.	600,000		17,406
Banknorth Group, Inc.	1,230,000		29,102
Commerce Bancshares, Inc.	119,595		4,723
Fifth Third Bancorp	1,750,000		110,688
Fulton Financial Corp.	137,900		3,159
Mercantile Bankshares Corp.	610,800		26,649
Popular, Inc.	757,300		21,348
SouthTrust Corp.	1,850,000		45,584
Trustmark Corp.	250,000		6,088
Zions Bancorp	200,000		10,068
			274,815
Diversified Financials - 0.7%
Fannie Mae	500,000		40,475
SEI Investments Co.	500,000		20,190
			60,665
TOTAL FINANCIALS			335,480
HEALTH CARE - 11.7%
Biotechnology - 2.3%
IDEC Pharmaceuticals Corp. (a)	1,570,000		93,352
Invitrogen Corp. (a)	270,000		14,464
Novavax, Inc. (a)	355,500		3,544
QLT, Inc. (a)	762,560		16,137
Techne Corp. (a)	2,008,200		61,672
			189,169
Health Care Equipment & Supplies - 2.2%
Advanced Neuromodulation Systems, Inc. (a)	395,600		13,352
Biomet, Inc.	2,124,238		68,592
Cooper Companies, Inc.	492,200		23,060
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Cytyc Corp. (a)	200,000		$ 4,542
DENTSPLY International, Inc.	666,500		32,958
Interpore International, Inc. (a)	250,000		2,438
Kensey Nash Corp. (a)	538,000		10,475
Respironics, Inc. (a)	550,000		15,994
Wright Medical Group, Inc.	482,660		8,186
			179,597
Health Care Providers & Services - 5.7%
AdvancePCS Class A (a)(c)	5,350,600		165,173
American Healthways, Inc. (a)	425,000		11,530
Dianon Systems, Inc. (a)(c)	600,000		34,710
First Health Group Corp. (a)	3,065,900		77,874
LifePoint Hospitals, Inc. (a)	1,310,000		45,706
Lincare Holdings, Inc. (a)	182,700		4,856
Matria Healthcare, Inc. (a)	200,100		4,852
Patterson Dental Co. (a)	1,100,000		44,209
Province Healthcare Co. (a)	1,312,500		45,570
Triad Hospitals, Inc. (a)	954,600		30,261
United Surgical Partners International, Inc.	200,000		3,480
			468,221
Pharmaceuticals - 1.5%
Atrix Laboratories, Inc. (a)(c)	1,100,000		25,289
Perrigo Co. (a)	3,083,500		39,777
SICOR, Inc. (a)	500,000		7,850
Teva Pharmaceutical Industries Ltd. sponsored ADR	785,000		48,670
			121,586
TOTAL HEALTH CARE			958,573
INDUSTRIALS - 6.3%
Air Freight & Couriers - 0.1%
Expeditors International of Washington, Inc.	149,860		9,077
Airlines - 0.7%
Northwest Airlines Corp. (a)	3,178,751		48,889
Ryanair Holdings PLC sponsored ADR (a)	200,000		6,450
			55,339
Commercial Services & Supplies - 4.2%
Advisory Board Co.	495,600		16,246
Career Education Corp. (a)	527,000		17,391
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Cintas Corp.	1,250,000		$ 62,525
Concord EFS, Inc. (a)	2,450,000		71,418
Corporate Executive Board Co. (a)	300,000		9,657
Cross Country, Inc.	1,110,400		27,827
Herman Miller, Inc.	450,000		11,178
NDCHealth Corp.	250,000		7,933
On Assignment, Inc. (a)(c)	1,500,000		29,790
Resources Connection, Inc. (a)	100,000		2,620
Stericycle, Inc. (a)	100,000		5,700
Strayer Education, Inc. (c)	1,385,600		62,726
The BISYS Group, Inc. (a)	280,000		17,240
			342,251
Electrical Equipment - 0.3%
Advanced Energy Industries, Inc. (a)	879,600		22,606
Industrial Conglomerates - 0.4%
Tyco International Ltd.	866,880		30,471
Machinery - 0.4%
Oshkosh Truck Co.	400,000		21,800
PACCAR, Inc.	195,000		12,919
Stewart & Stevenson Services, Inc.	175,600		3,073
			37,792
Road & Rail - 0.2%
C.H. Robinson Worldwide, Inc.	529,708		16,437
Heartland Express, Inc. (a)	51,000		1,788
			18,225
TOTAL INDUSTRIALS			515,761
INFORMATION TECHNOLOGY - 67.3%
Communications Equipment - 4.5%
Adaptec, Inc.	400,000		7,100
Brocade Communications System, Inc. (a)	5,102,100		185,716
Cisco Systems, Inc. (a)	4,573,090		90,547
Comverse Technology, Inc. (a)	3,380,500		72,241
FalconStor Software, Inc. (a)	288,500		2,718
Lucent Technologies, Inc.	1,000,000		6,540
Netscreen Technologies, Inc.	7,000		143
Polycom, Inc. (a)	100,000		3,498
			368,503
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - 2.6%
Apple Computer, Inc. (a)	2,550,000		$ 63,036
Applied Films Corp. (a)	50,400		1,467
Dell Computer Corp. (a)	4,950,000		136,076
Network Appliance, Inc. (a)	642,900		11,540
			212,119
Electronic Equipment & Instruments - 1.5%
Cognex Corp. (a)	1,323,600		31,899
Itron, Inc. (a)	250,000		6,888
Tech Data Corp. (a)	1,725,700		87,182
			125,969
Internet Software & Services - 2.5%
Check Point Software Technologies Ltd. (a)	2,453,750		89,562
InterCept Group, Inc. (a)	321,700		13,901
Internet Security Systems, Inc. (a)	700,000		28,644
MatrixOne, Inc. (a)	1,500,000		22,095
SkillSoft Corp. (a)	200,000		4,806
WebEx Communications, Inc. (a)	1,094,700		27,357
webMethods, Inc. (a)	975,000		23,010
			209,375
IT Consulting & Services - 0.9%
Acxiom Corp. (a)	160,000		2,246
CACI International, Inc. Class A (a)	400,000		14,520
KPMG Consulting, Inc.	500,000		8,300
SunGard Data Systems, Inc. (a)	1,500,000		44,985
			70,051
Semiconductor Equipment & Products - 30.3%
Altera Corp. (a)	6,999,900		175,837
Analog Devices, Inc. (a)	1,250,000		54,750
Applied Materials, Inc. (a)	1,060,000		46,269
ASE Test Ltd. (a)	500,000		5,875
ASML Holding NV (NY Shares) (a)	12,550,000		237,823
Atmel Corp. (a)	6,100,000		46,970
ATMI, Inc. (a)(c)	2,113,911		62,424
Chartered Semiconductor Manufacturing Ltd. ADR (a)	1,849,200		45,583
Cymer, Inc. (a)	78,000		2,865
DuPont Photomasks, Inc. (a)	647,900		32,395
Exar Corp. (a)	370,800		8,714
Helix Technology, Inc.	1,063,200		21,923
Hi/fn, Inc. (a)	311,800		4,527
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Semiconductor Equipment & Products - continued
Integrated Circuit Systems, Inc. (a)	948,170		$ 22,898
Integrated Device Technology, Inc. (a)	624,400		19,075
Intel Corp.	18,150,000		635,976
Intersil Corp. Class A (a)	3,498,400		103,972
KLA-Tencor Corp. (a)	1,115,700		63,907
LAM Research Corp. (a)	1,495,000		34,774
Lattice Semiconductor Corp. (a)	2,246,000		50,176
Linear Technology Corp.	1,394,300		57,682
LTX Corp. (a)(c)	2,649,690		52,358
Marvell Technology Group Ltd. (a)	3,345,000		134,268
Maxim Integrated Products, Inc. (a)	150,000		8,324
Micrel, Inc. (a)	1,606,200		37,906
Micron Technology, Inc. (a)	1,000,000		33,750
MKS Instruments, Inc. (a)	839,700		20,179
Oak Technology, Inc. (a)(c)	3,147,800		51,152
Photronics, Inc. (a)	283,300		9,856
Semtech Corp. (a)	537,500		18,603
Silicon Laboratories, Inc. (a)	50,000		1,540
Silicon On Insulator TEChnologies SA (SOITEC) (a)	500,000		10,300
STMicroelectronics NV (NY Shares)	1,000,000		31,310
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	11,600,000		196,852
Xilinx, Inc. (a)	3,425,000		148,474
			2,489,287
Software - 25.0%
Activision, Inc. (a)	1,427,250		37,508
Advent Software, Inc. (a)	850,000		45,858
Computer Associates International, Inc.	1,912,100		65,891
Electronic Arts, Inc. (a)	1,671,300		88,696
EPIQ Systems, Inc. (a)(c)	813,300		16,388
Informatica Corp. (a)	280,000		3,542
Legato Systems, Inc. (a)(c)	4,710,000		65,940
Mercury Interactive Corp. (a)	700,000		26,670
Microsoft Corp. (a)	21,281,200		1,355,816
National Instruments Corp. (a)	109,500		4,231
Network Associates, Inc. (a)	850,000		25,492
Peregrine Systems, Inc. (a)	3,576,600		28,577
Precise Software Solutions Ltd. (a)(c)	2,191,500		54,678
Quest Software, Inc. (a)	500,000		11,915
Red Hat, Inc. (a)	2,000,000		16,240
Symantec Corp. (a)	450,000		35,397
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Synopsys, Inc. (a)	471,700		$ 24,472
THQ, Inc. (a)	800,000		36,032
VERITAS Software Corp. (a)	2,500,000		106,375
			2,049,718
TOTAL INFORMATION TECHNOLOGY			5,525,022
MATERIALS - 0.7%
Containers & Packaging - 0.3%
Smurfit-Stone Container Corp. (a)	1,750,000		27,668
Metals & Mining - 0.4%
Anglo American PLC	1,800,000		29,595
TOTAL MATERIALS			57,263
TELECOMMUNICATION SERVICES - 0.0%
Diversified Telecommunication Services - 0.0%
TeraBeam Networks (e)	44,800		45
TOTAL COMMON STOCKS (Cost $7,280,691)		8,180,635

Convertible Bonds - 0.0%
Moody's Ratings (unaudited)		Principal Amount (000s)
INFORMATION TECHNOLOGY - 0.0%
Software - 0.0%
Cyras Systems, Inc. 4.5% 8/15/05 (d) (Cost $3,595)	-	$ 3,595	4,224

Money Market Funds - 3.0%
	Shares		Value (Note 1) (000s)
Fidelity Cash Central Fund, 1.88% (b)	89,213,799		$ 89,214
Fidelity Securities Lending Cash Central Fund, 1.84% (b)	154,560,201		154,560
TOTAL MONEY MARKET FUNDS (Cost $243,774)		243,774
TOTAL INVESTMENT PORTFOLIO - 102.6% (Cost $7,528,060)			8,428,633
NET OTHER ASSETS - (2.6)%			(216,785)
NET ASSETS - 100%		$ 8,211,848

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $4,224,000 or 0.1% of net assets.

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
TeraBeam Networks	4/7/00	$ 168

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America	88.8%
Netherlands	3.3
Taiwan	2.5
Israel	2.4
Bermuda	1.6
Others (individually less than 1%)	1.4
	100.0%

Purchases and sales of securities, other than short-term securities, aggregated $4,950,458,000 and $4,608,816,000, respectively.

Income Tax Information

At January 31, 2002, the aggregate cost of investment securities for income tax purposes was $7,592,238,000. Net unrealized appreciation aggregated $836,395,000, of which $1,226,607,000 related to appreciated investment securities and $390,212,000 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending July 31, 2002 approximately $4,172,480,000 of losses recognized during the period November 1, 2000 to July 31, 2001.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	January 31, 2002 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $147,369) (cost $7,528,060) - See accompanying schedule		$ 8,428,633
Cash		278
Receivable for investments sold		27,833
Receivable for fund shares sold		13,917
Dividends receivable		407
Interest receivable		199
Other receivables		206
Total assets		8,471,473
Liabilities
Payable for investments purchased	$ 72,451
Payable for fund shares redeemed	25,253
Accrued management fee	6,023
Other payables and accrued expenses	1,338
Collateral on securities loaned, at value	154,560
Total liabilities		259,625
Net Assets		$ 8,211,848
Net Assets consist of:
Paid in capital		$ 13,024,663
Accumulated net investment loss		(31,588)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(5,681,800)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		900,573
Net Assets, for 260,823 shares outstanding		$ 8,211,848
Net Asset Value, offering price and redemption price per share ($8,211,848 ÷ 260,823 shares)		$31.48

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended January 31, 2002 (Unaudited)
Investment Income Dividends (including $276 received from affiliated issuers)		$ 5,667
Interest		4,071
Security lending		802
Total income		10,540
Expenses
Management fee Basic fee	$ 24,541
Performance adjustment	7,544
Transfer agent fees	9,973
Accounting and security lending fees	408
Custodian fees and expenses	110
Registration fees	141
Audit	34
Legal	24
Miscellaneous	36
Total expenses before reductions	42,811
Expense reductions	(683)	42,128
Net investment income (loss)		(31,588)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities (including realized gain (loss) of ($51,299) on sales of investments in affiliated issuers)	(1,098,785)
Foreign currency transactions	(40)	(1,098,825)
Change in net unrealized appreciation (depreciation) on investment securities		708,279
Net gain (loss)		(390,546)
Net increase (decrease) in net assets resulting from operations		$ (422,134)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2002 (Unaudited)	Year ended July 31, 2001
Increase (Decrease) in Net Assets
Operations Net investment income (loss)	$ (31,588)	$ (45,171)
Net realized gain (loss)	(1,098,825)	(4,239,312)
Change in net unrealized appreciation (depreciation)	708,279	(2,270,986)
Net increase (decrease) in net assets resulting from operations	(422,134)	(6,555,469)
Distributions to shareholders from net realized gain	-	(2,700,580)
Share transactions Net proceeds from sales of shares	1,978,100	7,203,455
Reinvestment of distributions	-	2,651,876
Cost of shares redeemed	(2,145,840)	(6,345,370)
Net increase (decrease) in net assets resulting from share transactions	(167,740)	3,509,961
Total increase (decrease) in net assets	(589,874)	(5,746,088)
Net Assets
Beginning of period	8,801,722	14,547,810
End of period (including accumulated net investment loss of $31,588 and $0, respectively)	$ 8,211,848	$ 8,801,722
Other Information Shares
Sold	66,670	161,780
Issued in reinvestment of distributions	-	43,957
Redeemed	(72,915)	(147,027)
Net increase (decrease)	(6,245)	58,710

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

	Six months ended January 31, 2002	Years ended July 31,
	(Unaudited)	2001	2000	1999	1998	1997
Selected Per-Share Data
Net asset value, begin- ning of period	$ 32.96	$ 69.82	$ 51.53	$ 40.03	$ 38.46	$ 31.20
Income from Invest- ment Operations
Net investment income (loss)^E	(.12)	(.18)	(.27)	(.07)	(.12)	(.05)
Net realized and unrealized gain (loss)	(1.36)	(24.02)	24.07	13.95	4.21	11.71
Total from investment operations	(1.48)	(24.20)	23.80	13.88	4.09	11.66
Less Distributions
From net investment income	-	-	-	-	-	(.08)
From net realized gain	-	(12.66)	(5.51)	(2.38)	(2.52)	(4.32)
Total distributions	-	(12.66)	(5.51)	(2.38)	(2.52)	(4.40)
Net asset value, end of period	$ 31.48	$ 32.96	$ 69.82	$ 51.53	$ 40.03	$ 38.46
Total Return^{B, C, D}	(4.49)%	(42.79)%	50.05%	38.54%	11.87%	41.43%
Ratios to Average Net Assets^F
Expenses before expense reductions	1.09%^A	.97%	.76%	.75%	.76%	.85%
Expenses net of voluntary waivers, if any	1.09%^A	.97%	.76%	.75%	.76%	.85%
Expenses net of all reductions	1.08%^A	.94%	.75%	.74%	.75%	.84%
Net investment income (loss)	(.81)%^A	(.40)%	(.43)%	(.16)%	(.32)%	(.15)%
Supplemental Data
Net assets, end of period (in millions)	$ 8,212	$ 8,802	$ 14,548	$ 7,298	$ 4,493	$ 4,023
Portfolio turnover rate	124%^A	219%	196%	117%	125%	147%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Total returns do not include the effect of the former one time sales charge.

^E Calculated based on average shares outstanding during the period.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2002 (Unaudited)

1. Significant Accounting Policies.

Fidelity OTC Portfolio (the fund) is a fund of Fidelity Securities Fund (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America 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:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for foreign currency transactions, net operating losses, losses deferred due to wash sales and excise tax regulations.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of 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.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .35% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward, or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .82% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Security Lending.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $566,000 of the fund's expenses. In addition, through arrangements with the fund's transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's transfer agent expenses by $117,000.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Transactions with Affiliated Companies.

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

Summary of Transactions with Affiliated Companies
Amounts in thousands Affiliate	Purchase Cost	Sales Cost	Dividend Income	Value
AC Moore Arts & Crafts, Inc.	$ 2,104	$ -	$ -	$ 12,321
Advanced Energy Industries, Inc.	8,613	35,588	-	-
AdvancePCS Class A	38,646	-	-	165,173
ATMI, Inc.	11,504	-	-	62,424
Atrix Laboratories, Inc.	2,517	-	-	25,289
CIMA Labs, Inc.	-	14,082	-	-
Cognex Corp.	10,804	13,741	-	-
Dianon Systems, Inc.	-	-	-	34,710
Digital Insight Corp.	-	4,494	-	-
DuPont Photomasks, Inc.	-	6,956	-	-
EPIQ Systems, Inc.	2,020	-	-	16,388
Helix Technology, Inc.	51	10,665	96	-
Legato Systems, Inc.	1,954	31,100	-	65,940
LTX Corp.	33,011	31,176	-	52,358
Oak Technology, Inc.	6,219	-	-	51,152
On Assignment, Inc.	6,339	-	-	29,790
Precise Software Solutions Ltd.	13,778	14,355	-	54,678
Strayer Education, Inc.	3,270	-	180	62,726
Vignette Corp.	-	10,274	-	-
TOTALS	$ 140,830	$ 172,431	$ 276	$ 632,949

Semiannual Report

Managing Your Investments

By Phone

(phone_graphic)

Fidelity Automated
Service Telephone (FAST®)
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+®

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

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

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

251 University Avenue
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1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

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Colorado

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48 West Putnam Avenue
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New Haven, CT

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Boston, MA

155 Congress Street
Boston, MA

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416 Belmont Street
Worcester, MA

Semiannual Report

Michigan

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Utah

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Virginia

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Bellevue, WA

1518 6th Avenue
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Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

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Investment Sub-Advisers

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Blue Chip Growth

Contents

President's Message

Performance: The Bottom Line

Fund Talk: The Manager's Overview

Investment Changes

Investments January 31, 2002

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Visit Fidelity

To Write Fidelity

Dividend Growth

Contents

President's Message

Performance: The Bottom Line

Fund Talk: The Manager's Overview

Investment Changes

Investments January 31, 2002

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Growth & Income

Contents

President's Message

Performance: The Bottom Line

Fund Talk: The Manager's Overview

Investment Changes

Investments January 31, 2002

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Write Fidelity

OTC

Contents

President's Message

Performance: The Bottom Line

Fund Talk: The Manager's Overview

Investment Changes

Investments January 31, 2002

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Visit Fidelity