N-CSRS 1 Securities_main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4118

Fidelity Securities Fund
(Exact name of registrant as specified in charter)

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:	July 31

Date of reporting period:	January 31, 2015

This report on Form N-CSR relates solely to the Registrant's Fidelity OTC Portfolio, Fidelity Growth & Income Portfolio, Fidelity Blue Chip Growth Fund, Fidelity Blue Chip Value Fund, Fidelity Small Cap Growth Fund, Fidelity Small Cap Value Fund, Fidelity Series Small Cap Opportunities Fund and Fidelity Series Blue Chip Growth Fund series (each, a "Fund" and collectively, the "Funds").

Item 1. Reports to Stockholders

Fidelity®

OTC

Portfolio

Semiannual Report

January 31, 2015

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
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.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2014 to January 31, 2015).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value August 1, 2014	Ending Account Value January 31, 2015	Expenses Paid During Period* August 1, 2014 to January 31, 2015
OTC	.76%
Actual		$ 1,000.00	$ 1,108.60	$ 4.04
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.87
Class K	.64%
Actual		$ 1,000.00	$ 1,109.40	$ 3.40
Hypothetical^A		$ 1,000.00	$ 1,021.98	$ 3.26

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	10.4	10.5
Amazon.com, Inc.	5.8	4.5
Google, Inc. Class C	4.3	4.3
Google, Inc. Class A	4.2	4.5
Groupon, Inc. Class A	3.9	3.7
Rackspace Hosting, Inc.	3.5	2.7
athenahealth, Inc.	2.7	2.7
Facebook, Inc. Class A	2.7	3.1
Gilead Sciences, Inc.	2.3	2.9
Activision Blizzard, Inc.	2.2	2.5
	42.0
Top Five Market Sectors as of January 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	49.9	52.1
Health Care	20.8	20.1
Consumer Discretionary	17.5	15.3
Consumer Staples	3.6	4.6
Industrials	3.1	2.1

Asset Allocation (% of fund's net assets)
As of January 31, 2015*			As of July 31, 2014**
	Stocks 98.1%			Stocks 98.9%
	Convertible Securities 1.9%			Convertible Securities 0.9%
	Short-Term Investments and Net Other Assets (Liabilities) 0.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		12.4%	** Foreign investments		5.6%

sec472

Semiannual Report

Investments January 31, 2015 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 17.2%
Automobiles - 1.5%
Tesla Motors, Inc. (a)(d)	868,699		$ 176,867
Volkswagen AG sponsored ADR	132,100		5,892
			182,759
Hotels, Restaurants & Leisure - 1.4%
Intrawest Resorts Holdings, Inc.	764,235		7,719
Panera Bread Co. Class A (a)	540,500		92,890
Shake Shack, Inc. Class A	4,300		197
Starbucks Corp.	664,410		58,156
Vail Resorts, Inc.	89,900		7,890
Wynn Resorts Ltd.	6,215		920
			167,772
Internet & Catalog Retail - 12.6%
Amazon.com, Inc. (a)	2,007,898		711,860
ASOS PLC ADR (a)	4,946,252		205,037
Groupon, Inc. Class A (a)(d)(e)	66,933,381		479,243
Wayfair LLC:
Class A (d)	1,850,500		36,196
Class B	381,300		6,712
zulily, Inc. Class A (a)(d)	5,806,318		107,417
			1,546,465
Media - 0.6%
Charter Communications, Inc. Class A (a)	340,400		51,440
Liberty Global PLC Class A (a)	491,800		22,977
			74,417
Specialty Retail - 0.4%
Ross Stores, Inc.	526,700		48,304
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	43,215		5,702
			54,006
Textiles, Apparel & Luxury Goods - 0.7%
adidas AG sponsored ADR	29,400		1,015
lululemon athletica, Inc. (a)	546,046		36,170
LVMH Moet Hennessy - Louis Vuitton SA ADR	1,330,800		42,865
NIKE, Inc. Class B	400		37
			80,087
TOTAL CONSUMER DISCRETIONARY			2,105,506
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 3.6%
Beverages - 0.4%
Monster Beverage Corp. (a)	385,100		$ 45,037
Food & Staples Retailing - 1.7%
Costco Wholesale Corp.	1,292,050		184,750
Sprouts Farmers Market LLC (a)	876,600		31,917
			216,667
Food Products - 1.5%
Danone SA sponsored ADR	3,721,723		50,094
Diamond Foods, Inc. (a)	10,595		260
Keurig Green Mountain, Inc.	632,117		77,472
Mondelez International, Inc.	1,518,400		53,508
			181,334
TOTAL CONSUMER STAPLES			443,038
ENERGY - 0.4%
Energy Equipment & Services - 0.1%
Oceaneering International, Inc.	327,800		17,164
Oil, Gas & Consumable Fuels - 0.3%
Diamondback Energy, Inc. (a)	85,700		5,912
EOG Resources, Inc.	116,000		10,327
Noble Energy, Inc.	355,700		16,981
			33,220
TOTAL ENERGY			50,384
FINANCIALS - 2.9%
Banks - 1.7%
Bank of America Corp.	2,179,100		33,013
Citigroup, Inc.	625,700		29,377
Commerce Bancshares, Inc.	785,295		31,412
JPMorgan Chase & Co.	513,400		27,919
Signature Bank (a)	265,300		31,075
UMB Financial Corp.	558,800		27,113
Wells Fargo & Co.	625,000		32,450
			212,359
Capital Markets - 0.2%
Carlyle Group LP	630,500		16,582
Northern Trust Corp.	185,600		12,135
			28,717
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Consumer Finance - 1.0%
American Express Co.	733,300		$ 59,170
Capital One Financial Corp.	761,000		55,713
			114,883
TOTAL FINANCIALS			355,959
HEALTH CARE - 20.7%
Biotechnology - 15.0%
Acceleron Pharma, Inc. (a)	167,000		6,591
Alexion Pharmaceuticals, Inc. (a)	707,789		129,695
Alkermes PLC (a)	865,236		62,513
Alnylam Pharmaceuticals, Inc. (a)	141,500		13,277
Amgen, Inc.	89,200		13,582
Array BioPharma, Inc. (a)	4,200,423		30,075
Auspex Pharmaceuticals, Inc.	488,600		30,024
Avalanche Biotechnologies, Inc. (a)	265,599		10,539
Avalanche Biotechnologies, Inc. (f)	700,821		27,809
BioCryst Pharmaceuticals, Inc. (a)	1,582,464		16,109
Biogen Idec, Inc. (a)	178,500		69,465
BioMarin Pharmaceutical, Inc. (a)	1,220,756		118,609
Celldex Therapeutics, Inc. (a)(d)	1,255,985		26,903
Clovis Oncology, Inc. (a)(d)	701,976		45,762
Dicerna Pharmaceuticals, Inc. (d)	253,207		5,398
Foundation Medicine, Inc. (a)(d)(e)	1,706,798		81,346
Genocea Biosciences, Inc.	686,570		5,891
Gilead Sciences, Inc. (a)	2,706,199		283,691
Intercept Pharmaceuticals, Inc. (a)	285,819		57,458
Ironwood Pharmaceuticals, Inc. Class A (a)	3,220,042		50,168
Isis Pharmaceuticals, Inc. (a)	46,249		3,169
Juno Therapeutics, Inc. (d)	66,332		2,836
KYTHERA Biopharmaceuticals, Inc. (a)(d)(e)	1,257,482		46,778
Lion Biotechnologies, Inc. (a)(d)(e)	2,613,600		20,517
Medivation, Inc. (a)	775,904		84,434
NPS Pharmaceuticals, Inc. (a)	422,700		19,385
Ophthotech Corp. (a)(d)	898,400		50,535
Otonomy, Inc.	208,938		6,101
OvaScience, Inc. (a)(d)	901,695		39,188
Pharmacyclics, Inc. (a)	145,800		24,604
Portola Pharmaceuticals, Inc. (a)(e)	2,884,007		81,992
PTC Therapeutics, Inc. (a)(e)	1,959,289		107,585
Puma Biotechnology, Inc. (a)(d)	411,804		86,924
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Seattle Genetics, Inc. (a)(d)	1,401,386		$ 43,667
Spark Therapeutics, Inc.	11,600		580
Synageva BioPharma Corp. (a)	880,783		101,484
Ultragenyx Pharmaceutical, Inc.	257,996		14,990
uniQure B.V.	192,200		4,036
Versartis, Inc. (a)(d)	517,200		9,170
XOMA Corp. (a)(d)	1,521,913		5,418
			1,838,298
Health Care Equipment & Supplies - 0.9%
Accuray, Inc. (a)(d)	2,427,800		17,893
HeartWare International, Inc. (a)	22,700		1,896
IDEXX Laboratories, Inc. (a)	207,002		32,793
Novadaq Technologies, Inc. (a)	4,659,873		66,310
			118,892
Health Care Providers & Services - 0.5%
Accretive Health, Inc. (a)(d)(e)	9,842,302		57,577
Health Care Technology - 2.9%
athenahealth, Inc. (a)(d)(e)	2,369,183		330,999
Castlight Health, Inc. Class B (a)	65,400		581
Veeva Systems, Inc. Class A (a)(d)	1,041,100		29,942
			361,522
Life Sciences Tools & Services - 0.3%
Illumina, Inc. (a)	177,300		34,607
Pharmaceuticals - 1.1%
Achaogen, Inc. (a)	847,200		9,912
Flex Pharma, Inc.	108,800		1,604
GW Pharmaceuticals PLC ADR (a)(d)	130,327		9,510
Intra-Cellular Therapies, Inc. (a)	263,900		5,125
Jazz Pharmaceuticals PLC (a)	137,000		23,200
Relypsa, Inc. (a)	368,800		12,956
Roche Holding AG sponsored ADR	32,300		1,090
Shire PLC sponsored ADR	293,800		64,419
Theravance, Inc. (d)	326,579		3,681
			131,497
TOTAL HEALTH CARE			2,542,393
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 3.1%
Airlines - 1.7%
American Airlines Group, Inc.	4,350,300		$ 213,513
Commercial Services & Supplies - 0.2%
Stericycle, Inc. (a)	147,000		19,300
Electrical Equipment - 0.6%
SolarCity Corp. (a)(d)	1,394,048		67,765
Professional Services - 0.3%
Verisk Analytics, Inc. (a)	533,100		34,305
Road & Rail - 0.3%
J.B. Hunt Transport Services, Inc.	456,980		36,380
TOTAL INDUSTRIALS			371,263
INFORMATION TECHNOLOGY - 48.7%
Communications Equipment - 1.5%
Cisco Systems, Inc.	2,745,200		72,377
QUALCOMM, Inc.	1,857,553		116,023
			188,400
Electronic Equipment & Components - 1.0%
Trimble Navigation Ltd. (a)	5,114,700		121,934
Internet Software & Services - 20.5%
58.com, Inc. ADR (a)	30,800		1,185
Alibaba Group Holding Ltd. sponsored ADR	443,200		39,480
Baidu.com, Inc. sponsored ADR (a)	390,400		85,076
Benefitfocus, Inc. (a)(d)	3,400		82
Constant Contact, Inc. (a)	724,436		27,398
Cornerstone OnDemand, Inc. (a)(d)	1,724,882		56,835
Criteo SA sponsored ADR (a)	5,294,771		206,231
Cvent, Inc. (a)	176,200		4,401
Demandware, Inc. (a)	94,100		5,040
Dropbox, Inc. (a)(g)	331,524		6,332
E2open, Inc. (a)(d)	1,152,491		6,788
Facebook, Inc. Class A (a)	4,325,738		328,367
Google, Inc.:
Class A (a)	963,527		517,944
Class C (a)	994,377		531,514
Hortonworks, Inc.	20,800		441
LendingClub Corp.	89,900		1,687
Marketo, Inc. (a)(d)	2,011,478		69,255
New Relic, Inc.	12,500		388
Opower, Inc. (d)	800,048		9,129
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Rackspace Hosting, Inc. (a)(e)	9,689,146		$ 435,624
Textura Corp. (a)	600		15
Twitter, Inc. (a)	1,017,300		38,179
Wix.com Ltd. (a)(d)	364,405		7,208
Yahoo!, Inc. (a)	1,916,500		84,307
Yelp, Inc. (a)(d)	928,800		48,734
			2,511,640
Semiconductors & Semiconductor Equipment - 3.2%
Analog Devices, Inc.	233,400		12,161
Applied Micro Circuits Corp. (a)	457,650		2,403
Cirrus Logic, Inc. (a)	568,931		15,077
Cree, Inc. (a)(d)	1,408,400		49,801
Cypress Semiconductor Corp.	427,900		6,303
Marvell Technology Group Ltd.	2,168,300		33,587
Micron Technology, Inc. (a)	2,863,400		83,797
NVE Corp.	116,306		7,689
NVIDIA Corp.	7,942,361		152,533
Xilinx, Inc.	592,100		22,840
			386,191
Software - 11.4%
Activision Blizzard, Inc.	12,809,484		267,654
CommVault Systems, Inc. (a)	1,767,267		77,017
Fleetmatics Group PLC (a)	534,349		18,921
GameLoft SE (a)(e)	7,764,787		25,884
Interactive Intelligence Group, Inc. (a)	222,187		9,012
Microsoft Corp.	6,170,939		249,306
NetSuite, Inc. (a)(d)	151,300		14,892
salesforce.com, Inc. (a)	2,217,020		125,151
SAP AG sponsored ADR (d)	3,581,500		234,087
Synchronoss Technologies, Inc. (a)(e)	3,693,807		156,876
Tableau Software, Inc. (a)	12,300		993
Ubisoft Entertainment SA (a)(e)	10,702,456		216,358
Xero Ltd. (a)(g)	661,157		7,523
			1,403,674
Technology Hardware, Storage & Peripherals - 11.1%
Apple, Inc.	10,891,020		1,275,993
Electronics for Imaging, Inc. (a)	287,923		11,128
Nimble Storage, Inc. (a)(d)	719,744		16,144
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Technology Hardware, Storage & Peripherals - continued
SanDisk Corp.	691,400		$ 52,484
Silicon Graphics International Corp. (a)	1,774		17
			1,355,766
TOTAL INFORMATION TECHNOLOGY			5,967,605
MATERIALS - 0.6%
Chemicals - 0.3%
Monsanto Co.	333,800		39,382
Metals & Mining - 0.3%
Anglo American PLC ADR	4,430,000		37,168
TOTAL MATERIALS			76,550
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.6%
Cogent Communications Group, Inc.	265,500		9,839
Level 3 Communications, Inc. (a)	1,250,747		62,212
			72,051
Wireless Telecommunication Services - 0.3%
Vodafone Group PLC sponsored ADR	1,179,100		41,422
TOTAL TELECOMMUNICATION SERVICES			113,473
TOTAL COMMON STOCKS (Cost $9,522,393)		12,026,171
Convertible Preferred Stocks - 1.9%

CONSUMER DISCRETIONARY - 0.3%
Household Durables - 0.2%
Roku, Inc.:
Series F, 8.00% (a)(g)	16,562,507		20,372
Series G, 8.00% (g)	3,185,945		3,919
			24,291
Internet & Catalog Retail - 0.0%
One Kings Lane, Inc. Series E (g)	648,635		3,970
Convertible Preferred Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - 0.1%
Turn, Inc. Series E (a)(g)	1,199,041		$ 8,801
TOTAL CONSUMER DISCRETIONARY			37,062
FINANCIALS - 0.2%
Real Estate Management & Development - 0.2%
Redfin Corp. Series G (g)	6,064,833		20,000
HEALTH CARE - 0.1%
Biotechnology - 0.1%
Aduro Biotech, Inc. Series D (g)	2,692,455		7,277
INDUSTRIALS - 0.0%
Aerospace & Defense - 0.0%
Space Exploration Technologies Corp. Series G (g)	62,037		4,805
INFORMATION TECHNOLOGY - 1.2%
Internet Software & Services - 0.6%
Uber Technologies, Inc. Series D, 8.00% (g)	2,256,164		75,170
Uber Technologies, Inc. Series E, 8.00% (g)	150,072		5,000
			80,170
IT Services - 0.4%
AppNexus, Inc. Series E (g)	1,416,796		40,237
Nutanix, Inc. Series E (g)	311,503		4,271
			44,508
Software - 0.2%
Cloudera, Inc. Series F (g)	126,709		2,471
Cloudflare, Inc. Series D (g)	395,787		2,424
Taboola.Com Ltd. Series E (g)	1,918,392		20,000
			24,895
Technology Hardware, Storage & Peripherals - 0.0%
Pure Storage, Inc. Series E (a)(g)	184,982		2,808
TOTAL INFORMATION TECHNOLOGY			152,381
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Altiostar Networks, Inc. Series D (g)	1,220,504		15,000
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $181,572)		236,525
Money Market Funds - 4.9%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.13% (b)	75,809,389		$ 75,809
Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)	526,186,171		526,186
TOTAL MONEY MARKET FUNDS (Cost $601,995)		601,995
TOTAL INVESTMENT PORTFOLIO - 104.9% (Cost $10,305,960)		12,864,691
NET OTHER ASSETS (LIABILITIES) - (4.9)%			(597,229)
NET ASSETS - 100%		$ 12,267,462

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

(f) 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 end of the period, the value of these securities amounted to $27,809,000 or 0.2% of net assets.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $250,380,000 or 2.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Aduro Biotech, Inc. Series D	12/19/14	$ 7,277
Altiostar Networks, Inc. Series D	1/7/15	$ 15,000
AppNexus, Inc. Series E	8/1/14 - 9/17/14	$ 28,382
Cloudera, Inc. Series F	2/5/14	$ 1,845
Cloudflare, Inc. Series D	11/5/14	$ 2,424
Dropbox, Inc.	5/2/12	$ 3,000
Nutanix, Inc. Series E	8/26/14	$ 4,173
One Kings Lane, Inc. Series E	1/29/14	$ 10,000
Security	Acquisition Date	Acquisition Cost (000s)
Pure Storage, Inc. Series E	8/22/13	$ 1,282
Redfin Corp. Series G	12/16/14	$ 20,000
Roku, Inc. 8.00%	5/7/13	$ 15,000
Roku, Inc. Series G, 8.00%	10/1/14	$ 4,140
Space Exploration Technologies Corp. Series G	1/20/15	$ 4,805
Taboola.Com Ltd. Series E	12/22/14	$ 20,000
Turn, Inc. Series E	12/30/13	$ 10,000
Uber Technologies, Inc.	12/5/14	$ 5,000
Uber Technologies, Inc. Series D, 8.00%	6/6/14	$ 35,000
Xero Ltd.	10/14/13	$ 10,054

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 24
Fidelity Securities Lending Cash Central Fund	2,845
Total	$ 2,869

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Accretive Health, Inc.	$ 82,872	$ -	$ -	$ -	$ 57,577
ASOS PLC	-	162,163	180,696	-	-
ASOS PLC ADR	-	187,227	-	-	205,037
athenahealth, Inc.	294,726	-	-	-	330,999
CommVault Systems, Inc.	159,387	5,572	82,116	-	-
Criteo SA sponsored ADR	-	181,467	3,134	-	206,231
E2open, Inc.	25,119	-	4,307	-	-
Foundation Medicine, Inc.	35,879	11,036	22,177	-	81,346
GameLoft SE	49,492	-	-	-	25,884
Groupon, Inc. Class A	390,059	39,856	-	-	479,243
KYTHERA Biopharmaceuticals, Inc.	42,226	-	-	-	46,778
Lion Biotechnologies, Inc.	12,870	5,175	585	-	20,517
Marketo, Inc.	56,923	-	2,249	-	-
Novadaq Technologies, Inc.	38,683	27,409	-	-	66,310
NVE Corp.	17,620	-	10,456	244	-
Portola Pharmaceuticals, Inc.	58,747	14,580	-	-	81,992
PTC Therapeutics, Inc.	55,466	2,229	8,514	-	107,585
Rackspace Hosting, Inc.	293,484	-	-	-	435,624
Synchronoss Technologies, Inc.	165,112	-	19,125	-	156,876
Ubisoft Entertainment SA	169,602	9,886	-	-	216,358
Total	$ 1,948,267	$ 646,600	$ 333,359	$ 244	$ 2,518,357

Other Information

The following is a summary of the inputs used, as of January 31, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,142,568	$ 2,098,794	$ 6,712	$ 37,062
Consumer Staples	443,038	443,038	-	-
Energy	50,384	50,384	-	-
Financials	375,959	355,959	-	20,000
Health Care	2,549,670	2,542,393	-	7,277
Industrials	376,068	371,263	-	4,805
Information Technology	6,119,986	5,961,273	-	158,713
Materials	76,550	76,550	-	-
Telecommunication Services	128,473	113,473	-	15,000
Money Market Funds	601,995	601,995	-	-
Total Investments in Securities:	$ 12,864,691	$ 12,615,122	$ 6,712	$ 242,857

Valuation Inputs at Reporting Date:

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)
Investments in Securities:
Equities - Information Technology
Beginning Balance	$ 45,831
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	52,903
Cost of Purchases	59,979
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 158,713
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2015	$ 52,903
Other Investments in Securities
Beginning Balance	$ 47,700
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	(4,778)
Cost of Purchases	51,222
Proceeds of Sales	(10,000)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 84,144
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2015	$ (4,778)

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America	87.6%
France	4.5%
United Kingdom	2.6%
Germany	2.0%
Cayman Islands	1.0%
Others (Individually Less Than 1%)	2.3%
	100.0%

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, 2015 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $506,675) - See accompanying schedule: Unaffiliated issuers (cost $7,489,478)	$ 9,744,339
Fidelity Central Funds (cost $601,995)	601,995
Other affiliated issuers (cost $2,214,487)	2,518,357
Total Investments (cost $10,305,960)		$ 12,864,691
Receivable for investments sold		213,170
Receivable for fund shares sold		14,409
Dividends receivable		1,191
Distributions receivable from Fidelity Central Funds		563
Prepaid expenses		21
Other receivables		237
Total assets		13,094,282

Liabilities
Payable for investments purchased	$ 284,966
Payable for fund shares redeemed	7,566
Accrued management fee	6,454
Other affiliated payables	1,417
Other payables and accrued expenses	231
Collateral on securities loaned, at value	526,186
Total liabilities		826,820

Net Assets		$ 12,267,462
Net Assets consist of:
Paid in capital		$ 9,582,671
Accumulated net investment loss		(9,173)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		135,263
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		2,558,701
Net Assets		$ 12,267,462

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	January 31, 2015 (Unaudited)

OTC: Net Asset Value, offering price and redemption price per share ($8,628,414 ÷ 108,568 shares)		$ 79.47

Class K: Net Asset Value, offering price and redemption price per share ($3,639,048 ÷ 45,352 shares)		$ 80.24

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, 2015 (Unaudited)

Investment Income
Dividends (including $244 earned from other affiliated issuers)		$ 30,107
Income from Fidelity Central Funds (including $2,845 from security lending)		2,869
Total income		32,976

Expenses
Management fee Basic fee	$ 34,813
Performance adjustment	(1,310)
Transfer agent fees	7,604
Accounting and security lending fees	728
Custodian fees and expenses	107
Independent trustees' compensation	25
Registration fees	113
Audit	35
Legal	29
Interest	2
Miscellaneous	30
Total expenses before reductions	42,176
Expense reductions	(169)	42,007
Net investment income (loss)		(9,031)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	706,488
Other affiliated issuers	(1,723)
Foreign currency transactions	(29)
Total net realized gain (loss)		704,736
Change in net unrealized appreciation (depreciation) on: Investment securities	477,724
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		477,723
Net gain (loss)		1,182,459
Net increase (decrease) in net assets resulting from operations		$ 1,173,428

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2015 (Unaudited)	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (9,031)	$ (4,591)
Net realized gain (loss)	704,736	1,439,912
Change in net unrealized appreciation (depreciation)	477,723	164,549
Net increase (decrease) in net assets resulting from operations	1,173,428	1,599,870
Distributions to shareholders from net investment income	-	(7,143)
Distributions to shareholders from net realized gain	(1,408,891)	(1,239,587)
Total distributions	(1,408,891)	(1,246,730)
Share transactions - net increase (decrease)	1,727,101	1,469,555
Total increase (decrease) in net assets	1,491,638	1,822,695

Net Assets
Beginning of period	10,775,824	8,953,129
End of period (including accumulated net investment loss of $9,173 and accumulated net investment loss of $142, respectively)	$ 12,267,462	$ 10,775,824

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

Semiannual Report

Financial Highlights - OTC

	Six months ended January 31, 2015	Years ended July 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 81.23	$ 78.98	$ 57.53	$ 59.28	$ 45.00	$ 38.73
Income from Investment Operations
Net investment income (loss)^D	(.08)	(.06)	.36 ^G	(.08)^H	(.27)	(.23)
Net realized and unrealized gain (loss)	8.60	12.78	21.37	(1.67)	14.55	6.50
Total from investment operations	8.52	12.72	21.73	(1.75)	14.28	6.27
Distributions from net investment income	-	(.05)	(.28)	-	-	-
Distributions from net realized gain	(10.28)	(10.42)	-	-	-	-
Total distributions	(10.28)	(10.47)	(.28)	-	-	-
Net asset value, end of period	$ 79.47	$ 81.23	$ 78.98	$ 57.53	$ 59.28	$ 45.00
Total Return^{B, C}	10.86%	17.96%	37.93%	(2.95)%	31.73%	16.19%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.76% ^A	.77%	.76%	.91%	.94%	1.06%
Expenses net of fee waivers, if any	.76% ^A	.77%	.76%	.91%	.94%	1.06%
Expenses net of all reductions	.76% ^A	.76%	.74%	.90%	.92%	1.04%
Net investment income (loss)	(.19)% ^A	(.08)%	.55%^G	(.14)%^H	(.49)%	(.51)%
Supplemental Data
Net assets, end of period (in millions)	$ 8,628	$ 7,870	$ 6,693	$ 5,499	$ 6,374	$ 5,080
Portfolio turnover rate^F	74% ^A	106%	116%	149%	158%	163%

^A Annualized

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

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

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

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.20)%.

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

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2015	Years ended July 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 81.96	$ 79.60	$ 57.94	$ 59.61	$ 45.19	$ 38.83
Income from Investment Operations
Net investment income (loss)^D	(.03)	.04	.45^H	-^I,K	(.19)	(.16)
Net realized and unrealized gain (loss)	8.68	12.87	21.53	(1.67)	14.61	6.52
Total from investment operations	8.65	12.91	21.98	(1.67)	14.42	6.36
Distributions from net investment income	-	(.10)	(.32)	-	-	-
Distributions from net realized gain	(10.37)	(10.46)	-	-	-	-
Total distributions	(10.37)	(10.55) ^L	(.32)	-	-	-
Net asset value, end of period	$ 80.24	$ 81.96	$ 79.60	$ 57.94	$ 59.61	$ 45.19
Total Return^{B, C}	10.94%	18.10%	38.11%	(2.80)%	31.91%	16.38%
Ratios to Average Net Assets^{E, J}
Expenses before reductions	.64% ^A	.65%	.62%	.77%	.80%	.90%
Expenses net of fee waivers, if any	.64% ^A	.65%	.62%	.77%	.80%	.90%
Expenses net of all reductions	.64% ^A	.64%	.60%	.76%	.78%	.88%
Net investment income (loss)	(.07)% ^A	.05%	.69% ^H	-%^G,I	(.35)%	(.35)%
Supplemental Data
Net assets, end of period (in millions)	$ 3,639	$ 2,906	$ 2,260	$ 1,644	$ 1,363	$ 936
Portfolio turnover rate^F	74% ^A	106%	116%	149%	158%	163%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G Amount represents less than .01%.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%.

^I Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.06)%.

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

^K Amount represents less than $.01 per share.

^L Total distributions of $10.55 per share is comprised of distributions from net investment income of $.098 and distributions from net realized gain of $10.456 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2015 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity® OTC Portfolio (the Fund) is a non-diversified 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 Fund offers OTC and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type	Fair Value at 01/31/2015 (000s)	Valuation Technique(s)	Unobservable Input	Amount or Range/Weighted Average	Impact to Valuation from an Increase in Input*
Equities	$242,857	Last transaction price	Transaction price	$2.70 - $77.46 / $23.63	Increase
		Market comparable	Discount rate	10.0% - 20.0% / 15.9%	Decrease
			EV/Sales multiple	1.5 - 10.7 / 3.7	Increase
			Discount for lack of marketability	30.0%	Decrease
			Premium rate	10.0%	Increase
		Tender offer	Tender offer price	$19.10	Increase

* Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of January 31, 2015, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and 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 rates 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.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships, deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 3,230,538
Gross unrealized depreciation	(721,222)
Net unrealized appreciation (depreciation) on securities	$ 2,509,316

Tax cost	$ 10,355,375

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 at the end of the Fund's Schedule of Investments.

Semiannual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,649,643 and $4,326,366, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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 that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. 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 relative investment performance of OTC as compared to its benchmark index, the Nasdaq Composite Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .58% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of OTC. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

	Amount	% of Class-Level Average Net Assets*
OTC	$ 6,820	.17
Class K	784	.05
	$ 7,604

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $104 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 11,113	.34%	$ 2

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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, which amounted to $8 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Semiannual Report

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $5,658. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $110 from securities loaned to FCM.

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses, including certain OTC expenses during the period in the amount of $5.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2015	Year ended July 31, 2014
From net investment income
OTC	$ -	$ 4,344
Class K	-	2,799
Total	$ -	$ 7,143

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders - continued

	Six months ended January 31, 2015	Year ended July 31, 2014
From net realized gain
OTC	$ 1,012,326	$ 926,740
Class K	396,565	312,847
Total	$ 1,408,891	$ 1,239,587

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
	Six months ended January 31, 2015	Year ended July 31, 2014	Six months ended January 31, 2015	Year ended July 31, 2014
OTC
Shares sold	11,524	26,717	$ 924,899	$ 2,114,409
Reinvestment of distributions	12,406	12,308	984,998	905,081
Shares redeemed	(12,245)	(26,885)	(959,908)	(2,095,020)
Net increase (decrease)	11,685	12,140	$ 949,989	$ 924,470
Class K
Shares sold	10,338	11,495	$ 816,336	$ 915,992
Reinvestment of distributions	4,953	4,258	396,565	315,646
Shares redeemed	(5,394)	(8,692)	(435,789)	(686,553)
Net increase (decrease)	9,897	7,061	$ 777,112	$ 545,085

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

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
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

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®) sec474
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

OTC-USAN-0315
1.789288.112

Fidelity®

OTC

Portfolio -
Class K

Semiannual Report

January 31, 2015

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
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.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2014 to January 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value August 1, 2014	Ending Account Value January 31, 2015	Expenses Paid During Period* August 1, 2014 to January 31, 2015
OTC	.76%
Actual		$ 1,000.00	$ 1,108.60	$ 4.04
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.87
Class K	.64%
Actual		$ 1,000.00	$ 1,109.40	$ 3.40
Hypothetical^A		$ 1,000.00	$ 1,021.98	$ 3.26

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	10.4	10.5
Amazon.com, Inc.	5.8	4.5
Google, Inc. Class C	4.3	4.3
Google, Inc. Class A	4.2	4.5
Groupon, Inc. Class A	3.9	3.7
Rackspace Hosting, Inc.	3.5	2.7
athenahealth, Inc.	2.7	2.7
Facebook, Inc. Class A	2.7	3.1
Gilead Sciences, Inc.	2.3	2.9
Activision Blizzard, Inc.	2.2	2.5
	42.0
Top Five Market Sectors as of January 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	49.9	52.1
Health Care	20.8	20.1
Consumer Discretionary	17.5	15.3
Consumer Staples	3.6	4.6
Industrials	3.1	2.1

Asset Allocation (% of fund's net assets)
As of January 31, 2015*			As of July 31, 2014**
	Stocks 98.1%			Stocks 98.9%
	Convertible Securities 1.9%			Convertible Securities 0.9%
	Short-Term Investments and Net Other Assets (Liabilities) 0.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		12.4%	** Foreign investments		5.6%

sec488

Semiannual Report

Investments January 31, 2015 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 17.2%
Automobiles - 1.5%
Tesla Motors, Inc. (a)(d)	868,699		$ 176,867
Volkswagen AG sponsored ADR	132,100		5,892
			182,759
Hotels, Restaurants & Leisure - 1.4%
Intrawest Resorts Holdings, Inc.	764,235		7,719
Panera Bread Co. Class A (a)	540,500		92,890
Shake Shack, Inc. Class A	4,300		197
Starbucks Corp.	664,410		58,156
Vail Resorts, Inc.	89,900		7,890
Wynn Resorts Ltd.	6,215		920
			167,772
Internet & Catalog Retail - 12.6%
Amazon.com, Inc. (a)	2,007,898		711,860
ASOS PLC ADR (a)	4,946,252		205,037
Groupon, Inc. Class A (a)(d)(e)	66,933,381		479,243
Wayfair LLC:
Class A (d)	1,850,500		36,196
Class B	381,300		6,712
zulily, Inc. Class A (a)(d)	5,806,318		107,417
			1,546,465
Media - 0.6%
Charter Communications, Inc. Class A (a)	340,400		51,440
Liberty Global PLC Class A (a)	491,800		22,977
			74,417
Specialty Retail - 0.4%
Ross Stores, Inc.	526,700		48,304
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	43,215		5,702
			54,006
Textiles, Apparel & Luxury Goods - 0.7%
adidas AG sponsored ADR	29,400		1,015
lululemon athletica, Inc. (a)	546,046		36,170
LVMH Moet Hennessy - Louis Vuitton SA ADR	1,330,800		42,865
NIKE, Inc. Class B	400		37
			80,087
TOTAL CONSUMER DISCRETIONARY			2,105,506
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 3.6%
Beverages - 0.4%
Monster Beverage Corp. (a)	385,100		$ 45,037
Food & Staples Retailing - 1.7%
Costco Wholesale Corp.	1,292,050		184,750
Sprouts Farmers Market LLC (a)	876,600		31,917
			216,667
Food Products - 1.5%
Danone SA sponsored ADR	3,721,723		50,094
Diamond Foods, Inc. (a)	10,595		260
Keurig Green Mountain, Inc.	632,117		77,472
Mondelez International, Inc.	1,518,400		53,508
			181,334
TOTAL CONSUMER STAPLES			443,038
ENERGY - 0.4%
Energy Equipment & Services - 0.1%
Oceaneering International, Inc.	327,800		17,164
Oil, Gas & Consumable Fuels - 0.3%
Diamondback Energy, Inc. (a)	85,700		5,912
EOG Resources, Inc.	116,000		10,327
Noble Energy, Inc.	355,700		16,981
			33,220
TOTAL ENERGY			50,384
FINANCIALS - 2.9%
Banks - 1.7%
Bank of America Corp.	2,179,100		33,013
Citigroup, Inc.	625,700		29,377
Commerce Bancshares, Inc.	785,295		31,412
JPMorgan Chase & Co.	513,400		27,919
Signature Bank (a)	265,300		31,075
UMB Financial Corp.	558,800		27,113
Wells Fargo & Co.	625,000		32,450
			212,359
Capital Markets - 0.2%
Carlyle Group LP	630,500		16,582
Northern Trust Corp.	185,600		12,135
			28,717
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Consumer Finance - 1.0%
American Express Co.	733,300		$ 59,170
Capital One Financial Corp.	761,000		55,713
			114,883
TOTAL FINANCIALS			355,959
HEALTH CARE - 20.7%
Biotechnology - 15.0%
Acceleron Pharma, Inc. (a)	167,000		6,591
Alexion Pharmaceuticals, Inc. (a)	707,789		129,695
Alkermes PLC (a)	865,236		62,513
Alnylam Pharmaceuticals, Inc. (a)	141,500		13,277
Amgen, Inc.	89,200		13,582
Array BioPharma, Inc. (a)	4,200,423		30,075
Auspex Pharmaceuticals, Inc.	488,600		30,024
Avalanche Biotechnologies, Inc. (a)	265,599		10,539
Avalanche Biotechnologies, Inc. (f)	700,821		27,809
BioCryst Pharmaceuticals, Inc. (a)	1,582,464		16,109
Biogen Idec, Inc. (a)	178,500		69,465
BioMarin Pharmaceutical, Inc. (a)	1,220,756		118,609
Celldex Therapeutics, Inc. (a)(d)	1,255,985		26,903
Clovis Oncology, Inc. (a)(d)	701,976		45,762
Dicerna Pharmaceuticals, Inc. (d)	253,207		5,398
Foundation Medicine, Inc. (a)(d)(e)	1,706,798		81,346
Genocea Biosciences, Inc.	686,570		5,891
Gilead Sciences, Inc. (a)	2,706,199		283,691
Intercept Pharmaceuticals, Inc. (a)	285,819		57,458
Ironwood Pharmaceuticals, Inc. Class A (a)	3,220,042		50,168
Isis Pharmaceuticals, Inc. (a)	46,249		3,169
Juno Therapeutics, Inc. (d)	66,332		2,836
KYTHERA Biopharmaceuticals, Inc. (a)(d)(e)	1,257,482		46,778
Lion Biotechnologies, Inc. (a)(d)(e)	2,613,600		20,517
Medivation, Inc. (a)	775,904		84,434
NPS Pharmaceuticals, Inc. (a)	422,700		19,385
Ophthotech Corp. (a)(d)	898,400		50,535
Otonomy, Inc.	208,938		6,101
OvaScience, Inc. (a)(d)	901,695		39,188
Pharmacyclics, Inc. (a)	145,800		24,604
Portola Pharmaceuticals, Inc. (a)(e)	2,884,007		81,992
PTC Therapeutics, Inc. (a)(e)	1,959,289		107,585
Puma Biotechnology, Inc. (a)(d)	411,804		86,924
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Seattle Genetics, Inc. (a)(d)	1,401,386		$ 43,667
Spark Therapeutics, Inc.	11,600		580
Synageva BioPharma Corp. (a)	880,783		101,484
Ultragenyx Pharmaceutical, Inc.	257,996		14,990
uniQure B.V.	192,200		4,036
Versartis, Inc. (a)(d)	517,200		9,170
XOMA Corp. (a)(d)	1,521,913		5,418
			1,838,298
Health Care Equipment & Supplies - 0.9%
Accuray, Inc. (a)(d)	2,427,800		17,893
HeartWare International, Inc. (a)	22,700		1,896
IDEXX Laboratories, Inc. (a)	207,002		32,793
Novadaq Technologies, Inc. (a)	4,659,873		66,310
			118,892
Health Care Providers & Services - 0.5%
Accretive Health, Inc. (a)(d)(e)	9,842,302		57,577
Health Care Technology - 2.9%
athenahealth, Inc. (a)(d)(e)	2,369,183		330,999
Castlight Health, Inc. Class B (a)	65,400		581
Veeva Systems, Inc. Class A (a)(d)	1,041,100		29,942
			361,522
Life Sciences Tools & Services - 0.3%
Illumina, Inc. (a)	177,300		34,607
Pharmaceuticals - 1.1%
Achaogen, Inc. (a)	847,200		9,912
Flex Pharma, Inc.	108,800		1,604
GW Pharmaceuticals PLC ADR (a)(d)	130,327		9,510
Intra-Cellular Therapies, Inc. (a)	263,900		5,125
Jazz Pharmaceuticals PLC (a)	137,000		23,200
Relypsa, Inc. (a)	368,800		12,956
Roche Holding AG sponsored ADR	32,300		1,090
Shire PLC sponsored ADR	293,800		64,419
Theravance, Inc. (d)	326,579		3,681
			131,497
TOTAL HEALTH CARE			2,542,393
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 3.1%
Airlines - 1.7%
American Airlines Group, Inc.	4,350,300		$ 213,513
Commercial Services & Supplies - 0.2%
Stericycle, Inc. (a)	147,000		19,300
Electrical Equipment - 0.6%
SolarCity Corp. (a)(d)	1,394,048		67,765
Professional Services - 0.3%
Verisk Analytics, Inc. (a)	533,100		34,305
Road & Rail - 0.3%
J.B. Hunt Transport Services, Inc.	456,980		36,380
TOTAL INDUSTRIALS			371,263
INFORMATION TECHNOLOGY - 48.7%
Communications Equipment - 1.5%
Cisco Systems, Inc.	2,745,200		72,377
QUALCOMM, Inc.	1,857,553		116,023
			188,400
Electronic Equipment & Components - 1.0%
Trimble Navigation Ltd. (a)	5,114,700		121,934
Internet Software & Services - 20.5%
58.com, Inc. ADR (a)	30,800		1,185
Alibaba Group Holding Ltd. sponsored ADR	443,200		39,480
Baidu.com, Inc. sponsored ADR (a)	390,400		85,076
Benefitfocus, Inc. (a)(d)	3,400		82
Constant Contact, Inc. (a)	724,436		27,398
Cornerstone OnDemand, Inc. (a)(d)	1,724,882		56,835
Criteo SA sponsored ADR (a)	5,294,771		206,231
Cvent, Inc. (a)	176,200		4,401
Demandware, Inc. (a)	94,100		5,040
Dropbox, Inc. (a)(g)	331,524		6,332
E2open, Inc. (a)(d)	1,152,491		6,788
Facebook, Inc. Class A (a)	4,325,738		328,367
Google, Inc.:
Class A (a)	963,527		517,944
Class C (a)	994,377		531,514
Hortonworks, Inc.	20,800		441
LendingClub Corp.	89,900		1,687
Marketo, Inc. (a)(d)	2,011,478		69,255
New Relic, Inc.	12,500		388
Opower, Inc. (d)	800,048		9,129
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Rackspace Hosting, Inc. (a)(e)	9,689,146		$ 435,624
Textura Corp. (a)	600		15
Twitter, Inc. (a)	1,017,300		38,179
Wix.com Ltd. (a)(d)	364,405		7,208
Yahoo!, Inc. (a)	1,916,500		84,307
Yelp, Inc. (a)(d)	928,800		48,734
			2,511,640
Semiconductors & Semiconductor Equipment - 3.2%
Analog Devices, Inc.	233,400		12,161
Applied Micro Circuits Corp. (a)	457,650		2,403
Cirrus Logic, Inc. (a)	568,931		15,077
Cree, Inc. (a)(d)	1,408,400		49,801
Cypress Semiconductor Corp.	427,900		6,303
Marvell Technology Group Ltd.	2,168,300		33,587
Micron Technology, Inc. (a)	2,863,400		83,797
NVE Corp.	116,306		7,689
NVIDIA Corp.	7,942,361		152,533
Xilinx, Inc.	592,100		22,840
			386,191
Software - 11.4%
Activision Blizzard, Inc.	12,809,484		267,654
CommVault Systems, Inc. (a)	1,767,267		77,017
Fleetmatics Group PLC (a)	534,349		18,921
GameLoft SE (a)(e)	7,764,787		25,884
Interactive Intelligence Group, Inc. (a)	222,187		9,012
Microsoft Corp.	6,170,939		249,306
NetSuite, Inc. (a)(d)	151,300		14,892
salesforce.com, Inc. (a)	2,217,020		125,151
SAP AG sponsored ADR (d)	3,581,500		234,087
Synchronoss Technologies, Inc. (a)(e)	3,693,807		156,876
Tableau Software, Inc. (a)	12,300		993
Ubisoft Entertainment SA (a)(e)	10,702,456		216,358
Xero Ltd. (a)(g)	661,157		7,523
			1,403,674
Technology Hardware, Storage & Peripherals - 11.1%
Apple, Inc.	10,891,020		1,275,993
Electronics for Imaging, Inc. (a)	287,923		11,128
Nimble Storage, Inc. (a)(d)	719,744		16,144
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Technology Hardware, Storage & Peripherals - continued
SanDisk Corp.	691,400		$ 52,484
Silicon Graphics International Corp. (a)	1,774		17
			1,355,766
TOTAL INFORMATION TECHNOLOGY			5,967,605
MATERIALS - 0.6%
Chemicals - 0.3%
Monsanto Co.	333,800		39,382
Metals & Mining - 0.3%
Anglo American PLC ADR	4,430,000		37,168
TOTAL MATERIALS			76,550
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.6%
Cogent Communications Group, Inc.	265,500		9,839
Level 3 Communications, Inc. (a)	1,250,747		62,212
			72,051
Wireless Telecommunication Services - 0.3%
Vodafone Group PLC sponsored ADR	1,179,100		41,422
TOTAL TELECOMMUNICATION SERVICES			113,473
TOTAL COMMON STOCKS (Cost $9,522,393)		12,026,171
Convertible Preferred Stocks - 1.9%

CONSUMER DISCRETIONARY - 0.3%
Household Durables - 0.2%
Roku, Inc.:
Series F, 8.00% (a)(g)	16,562,507		20,372
Series G, 8.00% (g)	3,185,945		3,919
			24,291
Internet & Catalog Retail - 0.0%
One Kings Lane, Inc. Series E (g)	648,635		3,970
Convertible Preferred Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - 0.1%
Turn, Inc. Series E (a)(g)	1,199,041		$ 8,801
TOTAL CONSUMER DISCRETIONARY			37,062
FINANCIALS - 0.2%
Real Estate Management & Development - 0.2%
Redfin Corp. Series G (g)	6,064,833		20,000
HEALTH CARE - 0.1%
Biotechnology - 0.1%
Aduro Biotech, Inc. Series D (g)	2,692,455		7,277
INDUSTRIALS - 0.0%
Aerospace & Defense - 0.0%
Space Exploration Technologies Corp. Series G (g)	62,037		4,805
INFORMATION TECHNOLOGY - 1.2%
Internet Software & Services - 0.6%
Uber Technologies, Inc. Series D, 8.00% (g)	2,256,164		75,170
Uber Technologies, Inc. Series E, 8.00% (g)	150,072		5,000
			80,170
IT Services - 0.4%
AppNexus, Inc. Series E (g)	1,416,796		40,237
Nutanix, Inc. Series E (g)	311,503		4,271
			44,508
Software - 0.2%
Cloudera, Inc. Series F (g)	126,709		2,471
Cloudflare, Inc. Series D (g)	395,787		2,424
Taboola.Com Ltd. Series E (g)	1,918,392		20,000
			24,895
Technology Hardware, Storage & Peripherals - 0.0%
Pure Storage, Inc. Series E (a)(g)	184,982		2,808
TOTAL INFORMATION TECHNOLOGY			152,381
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Altiostar Networks, Inc. Series D (g)	1,220,504		15,000
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $181,572)		236,525
Money Market Funds - 4.9%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.13% (b)	75,809,389		$ 75,809
Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)	526,186,171		526,186
TOTAL MONEY MARKET FUNDS (Cost $601,995)		601,995
TOTAL INVESTMENT PORTFOLIO - 104.9% (Cost $10,305,960)		12,864,691
NET OTHER ASSETS (LIABILITIES) - (4.9)%			(597,229)
NET ASSETS - 100%		$ 12,267,462

Legend

(a) Non-income producing

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Aduro Biotech, Inc. Series D	12/19/14	$ 7,277
Altiostar Networks, Inc. Series D	1/7/15	$ 15,000
AppNexus, Inc. Series E	8/1/14 - 9/17/14	$ 28,382
Cloudera, Inc. Series F	2/5/14	$ 1,845
Cloudflare, Inc. Series D	11/5/14	$ 2,424
Dropbox, Inc.	5/2/12	$ 3,000
Nutanix, Inc. Series E	8/26/14	$ 4,173
One Kings Lane, Inc. Series E	1/29/14	$ 10,000
Security	Acquisition Date	Acquisition Cost (000s)
Pure Storage, Inc. Series E	8/22/13	$ 1,282
Redfin Corp. Series G	12/16/14	$ 20,000
Roku, Inc. 8.00%	5/7/13	$ 15,000
Roku, Inc. Series G, 8.00%	10/1/14	$ 4,140
Space Exploration Technologies Corp. Series G	1/20/15	$ 4,805
Taboola.Com Ltd. Series E	12/22/14	$ 20,000
Turn, Inc. Series E	12/30/13	$ 10,000
Uber Technologies, Inc.	12/5/14	$ 5,000
Uber Technologies, Inc. Series D, 8.00%	6/6/14	$ 35,000
Xero Ltd.	10/14/13	$ 10,054

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 24
Fidelity Securities Lending Cash Central Fund	2,845
Total	$ 2,869

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Accretive Health, Inc.	$ 82,872	$ -	$ -	$ -	$ 57,577
ASOS PLC	-	162,163	180,696	-	-
ASOS PLC ADR	-	187,227	-	-	205,037
athenahealth, Inc.	294,726	-	-	-	330,999
CommVault Systems, Inc.	159,387	5,572	82,116	-	-
Criteo SA sponsored ADR	-	181,467	3,134	-	206,231
E2open, Inc.	25,119	-	4,307	-	-
Foundation Medicine, Inc.	35,879	11,036	22,177	-	81,346
GameLoft SE	49,492	-	-	-	25,884
Groupon, Inc. Class A	390,059	39,856	-	-	479,243
KYTHERA Biopharmaceuticals, Inc.	42,226	-	-	-	46,778
Lion Biotechnologies, Inc.	12,870	5,175	585	-	20,517
Marketo, Inc.	56,923	-	2,249	-	-
Novadaq Technologies, Inc.	38,683	27,409	-	-	66,310
NVE Corp.	17,620	-	10,456	244	-
Portola Pharmaceuticals, Inc.	58,747	14,580	-	-	81,992
PTC Therapeutics, Inc.	55,466	2,229	8,514	-	107,585
Rackspace Hosting, Inc.	293,484	-	-	-	435,624
Synchronoss Technologies, Inc.	165,112	-	19,125	-	156,876
Ubisoft Entertainment SA	169,602	9,886	-	-	216,358
Total	$ 1,948,267	$ 646,600	$ 333,359	$ 244	$ 2,518,357

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,142,568	$ 2,098,794	$ 6,712	$ 37,062
Consumer Staples	443,038	443,038	-	-
Energy	50,384	50,384	-	-
Financials	375,959	355,959	-	20,000
Health Care	2,549,670	2,542,393	-	7,277
Industrials	376,068	371,263	-	4,805
Information Technology	6,119,986	5,961,273	-	158,713
Materials	76,550	76,550	-	-
Telecommunication Services	128,473	113,473	-	15,000
Money Market Funds	601,995	601,995	-	-
Total Investments in Securities:	$ 12,864,691	$ 12,615,122	$ 6,712	$ 242,857

Valuation Inputs at Reporting Date:

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)
Investments in Securities:
Equities - Information Technology
Beginning Balance	$ 45,831
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	52,903
Cost of Purchases	59,979
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 158,713
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2015	$ 52,903
Other Investments in Securities
Beginning Balance	$ 47,700
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	(4,778)
Cost of Purchases	51,222
Proceeds of Sales	(10,000)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 84,144
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2015	$ (4,778)

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America	87.6%
France	4.5%
United Kingdom	2.6%
Germany	2.0%
Cayman Islands	1.0%
Others (Individually Less Than 1%)	2.3%
	100.0%

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, 2015 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $506,675) - See accompanying schedule: Unaffiliated issuers (cost $7,489,478)	$ 9,744,339
Fidelity Central Funds (cost $601,995)	601,995
Other affiliated issuers (cost $2,214,487)	2,518,357
Total Investments (cost $10,305,960)		$ 12,864,691
Receivable for investments sold		213,170
Receivable for fund shares sold		14,409
Dividends receivable		1,191
Distributions receivable from Fidelity Central Funds		563
Prepaid expenses		21
Other receivables		237
Total assets		13,094,282

Liabilities
Payable for investments purchased	$ 284,966
Payable for fund shares redeemed	7,566
Accrued management fee	6,454
Other affiliated payables	1,417
Other payables and accrued expenses	231
Collateral on securities loaned, at value	526,186
Total liabilities		826,820

Net Assets		$ 12,267,462
Net Assets consist of:
Paid in capital		$ 9,582,671
Accumulated net investment loss		(9,173)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		135,263
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		2,558,701
Net Assets		$ 12,267,462

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	January 31, 2015 (Unaudited)

OTC: Net Asset Value, offering price and redemption price per share ($8,628,414 ÷ 108,568 shares)		$ 79.47

Class K: Net Asset Value, offering price and redemption price per share ($3,639,048 ÷ 45,352 shares)		$ 80.24

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, 2015 (Unaudited)

Investment Income
Dividends (including $244 earned from other affiliated issuers)		$ 30,107
Income from Fidelity Central Funds (including $2,845 from security lending)		2,869
Total income		32,976

Expenses
Management fee Basic fee	$ 34,813
Performance adjustment	(1,310)
Transfer agent fees	7,604
Accounting and security lending fees	728
Custodian fees and expenses	107
Independent trustees' compensation	25
Registration fees	113
Audit	35
Legal	29
Interest	2
Miscellaneous	30
Total expenses before reductions	42,176
Expense reductions	(169)	42,007
Net investment income (loss)		(9,031)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	706,488
Other affiliated issuers	(1,723)
Foreign currency transactions	(29)
Total net realized gain (loss)		704,736
Change in net unrealized appreciation (depreciation) on: Investment securities	477,724
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		477,723
Net gain (loss)		1,182,459
Net increase (decrease) in net assets resulting from operations		$ 1,173,428

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2015 (Unaudited)	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (9,031)	$ (4,591)
Net realized gain (loss)	704,736	1,439,912
Change in net unrealized appreciation (depreciation)	477,723	164,549
Net increase (decrease) in net assets resulting from operations	1,173,428	1,599,870
Distributions to shareholders from net investment income	-	(7,143)
Distributions to shareholders from net realized gain	(1,408,891)	(1,239,587)
Total distributions	(1,408,891)	(1,246,730)
Share transactions - net increase (decrease)	1,727,101	1,469,555
Total increase (decrease) in net assets	1,491,638	1,822,695

Net Assets
Beginning of period	10,775,824	8,953,129
End of period (including accumulated net investment loss of $9,173 and accumulated net investment loss of $142, respectively)	$ 12,267,462	$ 10,775,824

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

Semiannual Report

Financial Highlights - OTC

	Six months ended January 31, 2015	Years ended July 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 81.23	$ 78.98	$ 57.53	$ 59.28	$ 45.00	$ 38.73
Income from Investment Operations
Net investment income (loss)^D	(.08)	(.06)	.36 ^G	(.08)^H	(.27)	(.23)
Net realized and unrealized gain (loss)	8.60	12.78	21.37	(1.67)	14.55	6.50
Total from investment operations	8.52	12.72	21.73	(1.75)	14.28	6.27
Distributions from net investment income	-	(.05)	(.28)	-	-	-
Distributions from net realized gain	(10.28)	(10.42)	-	-	-	-
Total distributions	(10.28)	(10.47)	(.28)	-	-	-
Net asset value, end of period	$ 79.47	$ 81.23	$ 78.98	$ 57.53	$ 59.28	$ 45.00
Total Return^{B, C}	10.86%	17.96%	37.93%	(2.95)%	31.73%	16.19%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.76% ^A	.77%	.76%	.91%	.94%	1.06%
Expenses net of fee waivers, if any	.76% ^A	.77%	.76%	.91%	.94%	1.06%
Expenses net of all reductions	.76% ^A	.76%	.74%	.90%	.92%	1.04%
Net investment income (loss)	(.19)% ^A	(.08)%	.55%^G	(.14)%^H	(.49)%	(.51)%
Supplemental Data
Net assets, end of period (in millions)	$ 8,628	$ 7,870	$ 6,693	$ 5,499	$ 6,374	$ 5,080
Portfolio turnover rate^F	74% ^A	106%	116%	149%	158%	163%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2015	Years ended July 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 81.96	$ 79.60	$ 57.94	$ 59.61	$ 45.19	$ 38.83
Income from Investment Operations
Net investment income (loss)^D	(.03)	.04	.45^H	-^I,K	(.19)	(.16)
Net realized and unrealized gain (loss)	8.68	12.87	21.53	(1.67)	14.61	6.52
Total from investment operations	8.65	12.91	21.98	(1.67)	14.42	6.36
Distributions from net investment income	-	(.10)	(.32)	-	-	-
Distributions from net realized gain	(10.37)	(10.46)	-	-	-	-
Total distributions	(10.37)	(10.55) ^L	(.32)	-	-	-
Net asset value, end of period	$ 80.24	$ 81.96	$ 79.60	$ 57.94	$ 59.61	$ 45.19
Total Return^{B, C}	10.94%	18.10%	38.11%	(2.80)%	31.91%	16.38%
Ratios to Average Net Assets^{E, J}
Expenses before reductions	.64% ^A	.65%	.62%	.77%	.80%	.90%
Expenses net of fee waivers, if any	.64% ^A	.65%	.62%	.77%	.80%	.90%
Expenses net of all reductions	.64% ^A	.64%	.60%	.76%	.78%	.88%
Net investment income (loss)	(.07)% ^A	.05%	.69% ^H	-%^G,I	(.35)%	(.35)%
Supplemental Data
Net assets, end of period (in millions)	$ 3,639	$ 2,906	$ 2,260	$ 1,644	$ 1,363	$ 936
Portfolio turnover rate^F	74% ^A	106%	116%	149%	158%	163%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G Amount represents less than .01%.

^K Amount represents less than $.01 per share.

^L Total distributions of $10.55 per share is comprised of distributions from net investment income of $.098 and distributions from net realized gain of $10.456 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2015 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type	Fair Value at 01/31/2015 (000s)	Valuation Technique(s)	Unobservable Input	Amount or Range/Weighted Average	Impact to Valuation from an Increase in Input*
Equities	$242,857	Last transaction price	Transaction price	$2.70 - $77.46 / $23.63	Increase
		Market comparable	Discount rate	10.0% - 20.0% / 15.9%	Decrease
			EV/Sales multiple	1.5 - 10.7 / 3.7	Increase
			Discount for lack of marketability	30.0%	Decrease
			Premium rate	10.0%	Increase
		Tender offer	Tender offer price	$19.10	Increase

Semiannual Report

3. Significant Accounting Policies - continued

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships, deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 3,230,538
Gross unrealized depreciation	(721,222)
Net unrealized appreciation (depreciation) on securities	$ 2,509,316

Tax cost	$ 10,355,375

Semiannual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,649,643 and $4,326,366, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

	Amount	% of Class-Level Average Net Assets*
OTC	$ 6,820	.17
Class K	784	.05
	$ 7,604

* Annualized

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 11,113	.34%	$ 2

6. Committed Line of Credit.

Semiannual Report

7. Security Lending.

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses, including certain OTC expenses during the period in the amount of $5.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2015	Year ended July 31, 2014
From net investment income
OTC	$ -	$ 4,344
Class K	-	2,799
Total	$ -	$ 7,143

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders - continued

	Six months ended January 31, 2015	Year ended July 31, 2014
From net realized gain
OTC	$ 1,012,326	$ 926,740
Class K	396,565	312,847
Total	$ 1,408,891	$ 1,239,587

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
	Six months ended January 31, 2015	Year ended July 31, 2014	Six months ended January 31, 2015	Year ended July 31, 2014
OTC
Shares sold	11,524	26,717	$ 924,899	$ 2,114,409
Reinvestment of distributions	12,406	12,308	984,998	905,081
Shares redeemed	(12,245)	(26,885)	(959,908)	(2,095,020)
Net increase (decrease)	11,685	12,140	$ 949,989	$ 924,470
Class K
Shares sold	10,338	11,495	$ 816,336	$ 915,992
Reinvestment of distributions	4,953	4,258	396,565	315,646
Shares redeemed	(5,394)	(8,692)	(435,789)	(686,553)
Net increase (decrease)	9,897	7,061	$ 777,112	$ 545,085

11. Other.

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
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

OTC-K-USAN-0315
1.863312.106

Fidelity®

Growth & Income

Portfolio

Semiannual Report

January 31, 2015

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2014 to January 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2014	Ending Account Value January 31, 2015	Expenses Paid During Period* August 1, 2014 to January 31, 2015
Growth & Income	.64%
Actual		$ 1,000.00	$ 1,003.60	$ 3.23
Hypothetical^A		$ 1,000.00	$ 1,021.98	$ 3.26
Class K	.52%
Actual		$ 1,000.00	$ 1,004.50	$ 2.63
Hypothetical^A		$ 1,000.00	$ 1,022.58	$ 2.65

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	3.9	3.9
JPMorgan Chase & Co.	3.9	4.0
General Electric Co.	3.1	3.0
Microsoft Corp.	2.9	3.2
Target Corp.	2.4	2.0
Chevron Corp.	2.3	2.8
Citigroup, Inc.	2.2	2.2
Bank of America Corp.	2.1	1.6
Procter & Gamble Co.	2.1	1.8
Comcast Corp. Class A	1.9	2.0
	26.8
Top Five Market Sectors as of January 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	20.5	19.6
Information Technology	20.0	19.9
Industrials	13.1	11.5
Consumer Staples	11.3	11.9
Consumer Discretionary	10.6	10.3

Asset Allocation (% of fund's net assets)
As of January 31, 2015*			As of July 31, 2014**
	Stocks 98.9%			Stocks 98.8%
	Convertible Securities 1.0%			Convertible Securities 1.0%
	Other Investments 0.1%			Other Investments 0.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		12.5%	** Foreign investments		12.9%

sec505

Semiannual Report

Investments January 31, 2015 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.6%
Diversified Consumer Services - 0.4%
H&R Block, Inc.	891,907		$ 30,575
Hotels, Restaurants & Leisure - 1.8%
Darden Restaurants, Inc.	646,200		39,664
Domino's Pizza, Inc.	49,600		4,913
Las Vegas Sands Corp.	376,000		20,443
McDonald's Corp.	109,661		10,137
Yum! Brands, Inc.	811,244		58,637
			133,794
Household Durables - 0.3%
Tupperware Brands Corp.	302,200		20,432
Leisure Products - 0.0%
Mattel, Inc.	27,400		737
Media - 3.9%
Comcast Corp. Class A	2,618,600		139,165
Scripps Networks Interactive, Inc. Class A	200,589		14,260
Sinclair Broadcast Group, Inc. Class A (e)	937,461		23,193
Time Warner, Inc.	1,064,017		82,919
Viacom, Inc. Class B (non-vtg.)	351,700		22,657
			282,194
Multiline Retail - 2.4%
Target Corp.	2,388,075		175,786
Specialty Retail - 1.7%
Lowe's Companies, Inc.	1,486,979		100,758
Sally Beauty Holdings, Inc. (a)	601,300		18,688
TJX Companies, Inc.	14,400		950
			120,396
Textiles, Apparel & Luxury Goods - 0.1%
adidas AG	102,000		7,053
TOTAL CONSUMER DISCRETIONARY			770,967
CONSUMER STAPLES - 11.3%
Beverages - 3.2%
Diageo PLC	1,474,788		43,655
Molson Coors Brewing Co. Class B	78,200		5,938
PepsiCo, Inc.	475,814		44,622
SABMiller PLC	504,448		27,547
The Coca-Cola Co.	2,655,703		109,335
			231,097
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.2%
CVS Health Corp.	572,104		$ 56,158
Walgreens Boots Alliance, Inc.	453,084		33,415
			89,573
Food Products - 0.3%
Kellogg Co.	363,154		23,816
Household Products - 2.2%
Procter & Gamble Co.	1,808,415		152,431
Svenska Cellulosa AB (SCA) (B Shares)	280,091		6,777
			159,208
Personal Products - 0.2%
Estee Lauder Companies, Inc. Class A	147,100		10,384
Tobacco - 4.2%
British American Tobacco PLC sponsored ADR	883,523		99,529
Lorillard, Inc.	1,599,597		104,950
Philip Morris International, Inc.	762,971		61,221
Reynolds American, Inc.	626,400		42,564
			308,264
TOTAL CONSUMER STAPLES			822,342
ENERGY - 9.1%
Energy Equipment & Services - 1.1%
Ensco PLC Class A	698,223		19,578
Helmerich & Payne, Inc.	111,200		6,623
Oceaneering International, Inc.	433,700		22,709
Schlumberger Ltd.	343,932		28,337
			77,247
Oil, Gas & Consumable Fuels - 8.0%
Apache Corp.	616,968		38,604
BG Group PLC	4,331,064		57,767
Chevron Corp.	1,619,296		166,026
EQT Midstream Partners LP	43,200		3,666
Golar LNG Ltd.	379,900		10,774
Imperial Oil Ltd.	1,122,000		41,712
Kinder Morgan Holding Co. LLC	532,000		21,839
Markwest Energy Partners LP	994,182		58,587
Peabody Energy Corp. (e)	358,900		2,236
PrairieSky Royalty Ltd. (e)	466,000		10,037
Suncor Energy, Inc.	3,657,350		109,084
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
The Williams Companies, Inc.	1,267,572		$ 55,596
Western Gas Partners LP	75,700		5,342
Williams Partners LP	102,900		4,364
			585,634
TOTAL ENERGY			662,881
FINANCIALS - 20.4%
Banks - 12.6%
Bank of America Corp.	10,252,456		155,325
Citigroup, Inc.	3,355,030		157,519
Comerica, Inc.	376,900		15,641
Commerce Bancshares, Inc.	74,200		2,968
Fifth Third Bancorp	566,600		9,802
First Republic Bank	59,700		3,040
FirstMerit Corp.	510,000		8,356
JPMorgan Chase & Co.	5,163,092		280,769
PNC Financial Services Group, Inc.	533,054		45,064
Regions Financial Corp.	1,174,500		10,218
Standard Chartered PLC (United Kingdom)	2,555,118		34,163
SunTrust Banks, Inc.	1,750,066		67,238
U.S. Bancorp	1,455,473		60,999
UMB Financial Corp.	66,200		3,212
Wells Fargo & Co.	1,199,441		62,275
			916,589
Capital Markets - 5.3%
Artisan Partners Asset Management, Inc.	150,000		7,241
BlackRock, Inc. Class A	10,800		3,678
Carlyle Group LP	325,200		8,553
Charles Schwab Corp.	1,897,943		49,309
Invesco Ltd.	110,600		4,062
KKR & Co. LP	2,044,543		49,089
Morgan Stanley	1,354,797		45,806
Northern Trust Corp.	717,764		46,927
Oaktree Capital Group LLC Class A (e)	229,300		12,703
State Street Corp.	1,447,227		103,491
The Blackstone Group LP	948,900		35,432
TPG Specialty Lending, Inc.	1,008,200		17,623
			383,914
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 0.3%
IntercontinentalExchange Group, Inc.	111,217		$ 22,881
Insurance - 1.2%
Brown & Brown, Inc.	163,300		5,038
Marsh & McLennan Companies, Inc.	302,646		16,273
MetLife, Inc.	1,130,140		52,551
Principal Financial Group, Inc.	251,300		11,794
			85,656
Real Estate Investment Trusts - 0.8%
American Homes 4 Rent (f)	258,675		4,317
First Potomac Realty Trust	188,418		2,412
Lamar Advertising Co. Class A	104,300		5,843
Sabra Health Care REIT, Inc.	174,800		5,716
Sun Communities, Inc.	441,214		29,883
WP Carey, Inc.	136,100		9,773
			57,944
Thrifts & Mortgage Finance - 0.2%
Radian Group, Inc.	1,178,568		18,574
TOTAL FINANCIALS			1,485,558
HEALTH CARE - 9.1%
Biotechnology - 1.5%
Amgen, Inc.	688,903		104,892
Intercept Pharmaceuticals, Inc. (a)	21,626		4,347
			109,239
Health Care Equipment & Supplies - 1.3%
Abbott Laboratories	481,704		21,561
Ansell Ltd.	266,311		4,674
Medtronic PLC	282,630		20,180
ResMed, Inc. (e)	190,767		11,917
St. Jude Medical, Inc.	121,800		8,023
Zimmer Holdings, Inc.	250,910		28,127
			94,482
Health Care Providers & Services - 1.8%
Cardinal Health, Inc.	304,700		25,348
Express Scripts Holding Co. (a)	119,000		9,604
McKesson Corp.	319,687		67,981
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Patterson Companies, Inc.	390,370		$ 19,554
Quest Diagnostics, Inc.	101,784		7,234
			129,721
Pharmaceuticals - 4.5%
Astellas Pharma, Inc.	858,600		13,261
GlaxoSmithKline PLC sponsored ADR	2,175,422		95,719
Johnson & Johnson	1,102,969		110,451
Novartis AG sponsored ADR	271,044		26,400
Teva Pharmaceutical Industries Ltd. sponsored ADR	1,271,020		72,270
Theravance, Inc. (e)	789,400		8,897
			326,998
TOTAL HEALTH CARE			660,440
INDUSTRIALS - 13.1%
Aerospace & Defense - 2.7%
Meggitt PLC	3,396,200		27,572
Rolls-Royce Group PLC	1,024,900		13,762
The Boeing Co.	683,789		99,402
United Technologies Corp.	480,982		55,207
			195,943
Air Freight & Logistics - 2.0%
C.H. Robinson Worldwide, Inc.	339,073		24,149
FedEx Corp.	79,700		13,478
PostNL NV (a)	2,875,400		10,479
United Parcel Service, Inc. Class B	998,004		98,643
			146,749
Airlines - 0.2%
Copa Holdings SA Class A	160,200		17,223
Building Products - 0.1%
Lennox International, Inc.	61,000		5,997
Commercial Services & Supplies - 0.8%
ADT Corp. (e)	1,120,810		38,556
Interface, Inc.	125,120		1,966
KAR Auction Services, Inc.	606,600		20,691
			61,213
Electrical Equipment - 0.4%
Hubbell, Inc. Class B	282,139		29,918
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Industrial Conglomerates - 3.1%
General Electric Co.	9,490,480		$ 226,728
Machinery - 0.9%
Deere & Co.	336,200		28,641
Donaldson Co., Inc.	219,700		8,032
IMI PLC	628,600		12,081
Parker Hannifin Corp.	57,200		6,662
Stanley Black & Decker, Inc.	30,500		2,856
Valmont Industries, Inc.	44,500		5,345
Xylem, Inc.	53,800		1,835
			65,452
Professional Services - 0.2%
Acacia Research Corp.	429,402		5,376
Bureau Veritas SA	313,977		6,679
			12,055
Road & Rail - 2.2%
CSX Corp.	2,281,720		75,981
J.B. Hunt Transport Services, Inc.	588,640		46,862
Kansas City Southern	71,700		7,893
Norfolk Southern Corp.	250,199		25,513
			156,249
Trading Companies & Distributors - 0.5%
Watsco, Inc.	361,192		39,319
TOTAL INDUSTRIALS			956,846
INFORMATION TECHNOLOGY - 19.9%
Communications Equipment - 2.8%
Cisco Systems, Inc.	4,490,052		118,380
QUALCOMM, Inc.	1,348,846		84,249
			202,629
Internet Software & Services - 3.1%
Google, Inc.:
Class A (a)	187,507		100,794
Class C (a)	161,207		86,168
Yahoo!, Inc. (a)	902,495		39,701
			226,663
IT Services - 5.3%
Amadeus IT Holding SA Class A	21,300		857
Cognizant Technology Solutions Corp. Class A (a)	654,172		35,410
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Fidelity National Information Services, Inc.	249,736		$ 15,591
IBM Corp.	344,704		52,847
Leidos Holdings, Inc.	66,000		2,732
MasterCard, Inc. Class A	927,500		76,083
Paychex, Inc.	2,106,857		95,356
The Western Union Co.	1,033,280		17,566
Unisys Corp. (a)	272,300		5,972
Visa, Inc. Class A	342,671		87,350
			389,764
Semiconductors & Semiconductor Equipment - 1.5%
Applied Materials, Inc.	2,111,849		48,235
Broadcom Corp. Class A	1,183,782		50,234
Maxim Integrated Products, Inc.	411,300		13,610
			112,079
Software - 3.1%
Intuit, Inc.	10,100		877
Microsoft Corp.	5,162,199		208,553
Oracle Corp.	372,653		15,610
			225,040
Technology Hardware, Storage & Peripherals - 4.1%
Apple, Inc.	2,401,094		281,309
First Data Holdings, Inc. Class B (h)	5,155,476		17,322
			298,631
TOTAL INFORMATION TECHNOLOGY			1,454,806
MATERIALS - 3.6%
Chemicals - 3.2%
Airgas, Inc.	411,106		46,307
Balchem Corp.	64,900		3,438
E.I. du Pont de Nemours & Co.	342,746		24,407
FMC Corp.	393,782		22,642
LyondellBasell Industries NV Class A	83,600		6,612
Methanex Corp. (e)	211,100		9,330
Monsanto Co.	618,715		72,996
Potash Corp. of Saskatchewan, Inc.	310,300		11,297
Syngenta AG (Switzerland)	87,636		28,546
Tronox Ltd. Class A	234,800		4,964
			230,539
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - 0.4%
Freeport-McMoRan, Inc.	1,441,800		$ 24,237
Reliance Steel & Aluminum Co.	104,400		5,467
			29,704
Paper & Forest Products - 0.0%
Domtar Corp.	80,900		3,098
TOTAL MATERIALS			263,341
TELECOMMUNICATION SERVICES - 1.8%
Diversified Telecommunication Services - 1.8%
TDC A/S	403,300		2,991
Verizon Communications, Inc.	2,884,074		131,831
			134,822
TOTAL COMMON STOCKS (Cost $6,129,394)		7,212,003
Convertible Preferred Stocks - 0.8%

CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc. Series D (h)	68,794		555
HEALTH CARE - 0.8%
Health Care Equipment & Supplies - 0.8%
Alere, Inc. 3.00%	185,143		57,209
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $46,947)		57,764

Convertible Bonds - 0.2%
		Principal Amount (000s) (d)
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc.:
3% 2/27/17		$ 5,615		4,805
5% 10/15/18 (h)		2,943		2,388
Peabody Energy Corp. 4.75% 12/15/41		7,660		3,639
				10,832
Convertible Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
INFORMATION TECHNOLOGY - 0.1%
Internet Software & Services - 0.1%
Twitter, Inc. 0.25% 9/15/19 (f)		$ 5,130		$ 4,620
TOTAL CONVERTIBLE BONDS (Cost $19,015)			15,452
Preferred Securities - 0.1%

FINANCIALS - 0.1%
Diversified Financial Services - 0.1%
Baggot Securities Ltd. 10.24% (f)(g) (Cost $4,623)	EUR	3,010		3,907

Money Market Funds - 1.2%
	Shares
Fidelity Cash Central Fund, 0.13% (b)	2,323,831		2,324
Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)	85,549,468		85,549
TOTAL MONEY MARKET FUNDS (Cost $87,873)		87,873
TOTAL INVESTMENT PORTFOLIO - 101.2% (Cost $6,287,852)			7,376,999
NET OTHER ASSETS (LIABILITIES) - (1.2)%			(84,373)
NET ASSETS - 100%		$ 7,292,626

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

(d) Amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(g) Security is perpetual in nature with no stated maturity date.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $20,265,000 or 0.3% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Amyris, Inc. 5% 10/15/18	10/16/13	$ 2,800
First Data Holdings, Inc. Class B	6/26/14	$ 20,622
NJOY, Inc. Series D	2/14/14	$ 1,164

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 4
Fidelity Securities Lending Cash Central Fund	397
Total	$ 401

Other Information

The following is a summary of the inputs used, as of January 31, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 771,522	$ 770,967	$ -	$ 555
Consumer Staples	822,342	778,687	43,655	-
Energy	662,881	605,114	57,767	-
Financials	1,485,558	1,485,558	-	-
Health Care	717,649	699,714	17,935	-
Industrials	956,846	956,846	-	-
Information Technology	1,454,806	1,437,484	-	17,322
Materials	263,341	234,795	28,546	-
Telecommunication Services	134,822	134,822	-	-
Corporate Bonds	15,452	-	15,452	-
Preferred Securities	3,907	-	3,907	-
Money Market Funds	87,873	87,873	-	-
Total Investments in Securities:	$ 7,376,999	$ 7,191,860	$ 167,262	$ 17,877

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America	87.5%
United Kingdom	6.1%
Canada	2.5%
Israel	1.0%
Others (Individually Less Than 1%)	2.9%
	100.0%

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, 2015 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $82,865) - See accompanying schedule: Unaffiliated issuers (cost $6,199,979)	$ 7,289,126
Fidelity Central Funds (cost $87,873)	87,873
Total Investments (cost $6,287,852)		$ 7,376,999
Cash		393
Foreign currency held at value (cost $6)		6
Receivable for investments sold		44,869
Receivable for fund shares sold		2,511
Dividends receivable		9,773
Interest receivable		102
Distributions receivable from Fidelity Central Funds		73
Prepaid expenses		13
Other receivables		849
Total assets		7,435,588

Liabilities
Payable for investments purchased	$ 43,153
Payable for fund shares redeemed	5,175
Accrued management fee	2,796
Notes payable to affiliates	4,450
Other affiliated payables	1,062
Other payables and accrued expenses	777
Collateral on securities loaned, at value	85,549
Total liabilities		142,962

Net Assets		$ 7,292,626
Net Assets consist of:
Paid in capital		$ 9,293,010
Undistributed net investment income		125
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(3,089,585)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,089,076
Net Assets		$ 7,292,626

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	January 31, 2015 (Unaudited)

Growth & Income: Net Asset Value, offering price and redemption price per share ($6,356,482 ÷ 220,232 shares)		$ 28.86

Class K: Net Asset Value, offering price and redemption price per share ($936,144 ÷ 32,454 shares)		$ 28.85

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended January 31, 2015 (Unaudited)

Investment Income
Dividends		$ 88,462
Interest		419
Income from Fidelity Central Funds		401
Total income		89,282

Expenses
Management fee	$ 17,033
Transfer agent fees	5,738
Accounting and security lending fees	601
Custodian fees and expenses	94
Independent trustees' compensation	18
Registration fees	44
Audit	49
Legal	26
Interest	2
Miscellaneous	22
Total expenses before reductions	23,627
Expense reductions	(24)	23,603
Net investment income (loss)		65,679
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	338,991
Foreign currency transactions	(61)
Total net realized gain (loss)		338,930
Change in net unrealized appreciation (depreciation) on: Investment securities	(371,396)
Assets and liabilities in foreign currencies	(69)
Total change in net unrealized appreciation (depreciation)		(371,465)
Net gain (loss)		(32,535)
Net increase (decrease) in net assets resulting from operations		$ 33,144

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, 2015 (Unaudited)	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 65,679	$ 138,369
Net realized gain (loss)	338,930	863,680
Change in net unrealized appreciation (depreciation)	(371,465)	38,912
Net increase (decrease) in net assets resulting from operations	33,144	1,040,961
Distributions to shareholders from net investment income	(68,608)	(133,552)
Distributions to shareholders from net realized gain	-	(1,626)
Total distributions	(68,608)	(135,178)
Share transactions - net increase (decrease)	(181,585)	(472,170)
Total increase (decrease) in net assets	(217,049)	433,613

Net Assets
Beginning of period	7,509,675	7,076,062
End of period (including undistributed net investment income of $125 and undistributed net investment income of $3,054, respectively)	$ 7,292,626	$ 7,509,675

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

Semiannual Report

Financial Highlights - Growth & Income

	Six months ended January 31, 2015	Years ended July 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 29.02	$ 25.66	$ 20.13	$ 18.58	$ 15.75	$ 14.38
Income from Investment Operations
Net investment income (loss)^D	.25	.51	.46	.36	.20	.10
Net realized and unrealized gain (loss)	(.14)^K	3.35	5.54	1.55	2.82	1.37
Total from investment operations	.11	3.86	6.00	1.91	3.02	1.47
Distributions from net investment income	(.27)	(.50)	(.44)	(.35)	(.19)	(.10)
Distributions from net realized gain	-	(.01)	(.03)	(.01)	-	(.01)
Total distributions	(.27)	(.50)^J	(.47)	(.36)	(.19)	(.10)^I
Net asset value, end of period	$ 28.86	$ 29.02	$ 25.66	$ 20.13	$ 18.58	$ 15.75
Total Return^{B, C}	.36%^K	15.16%	30.15%	10.45%	19.16%	10.25%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.64%^A	.65%	.68%	.71%	.72%	.75%
Expenses net of fee waivers, if any	.64%^A	.65%	.68%	.71%	.72%	.75%
Expenses net of all reductions	.64%^A	.65%	.67%	.71%	.71%	.74%
Net investment income (loss)	1.72%^A	1.86%	2.04%	1.95%	1.09%	.63%
Supplemental Data
Net assets, end of period (in millions)	$ 6,356	$ 6,550	$ 6,060	$ 4,863	$ 5,052	$ 5,417
Portfolio turnover rate^F	37%^A	41%^H	49%	62%	129%	98%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

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

^H Portfolio turnover rate excludes securities received or delivered in-kind.

^I Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.008 per share.

^J Total distributions of $.50 per share is comprised of distributions from net investment income of $.495 and distributions from net realized gain of $.006 per share.

^K Net realized and unrealized gain (loss) per share reflects proceeds received from litigation which amounted to $.03 per share. Excluding these litigation proceeds, the total return would have been .26%.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2015	Years ended July 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 29.00	$ 25.64	$ 20.12	$ 18.57	$ 15.74	$ 14.38
Income from Investment Operations
Net investment income (loss)^D	.27	.54	.50	.40	.23	.13
Net realized and unrealized gain (loss)	(.13)^J	3.36	5.52	1.54	2.82	1.37
Total from investment operations	.14	3.90	6.02	1.94	3.05	1.50
Distributions from net investment income	(.29)	(.53)	(.47)	(.38)	(.22)	(.13)
Distributions from net realized gain	-	(.01)	(.03)	(.01)	-	(.01)
Total distributions	(.29)	(.54)	(.50)	(.39)	(.22)	(.14)^I
Net asset value, end of period	$ 28.85	$ 29.00	$ 25.64	$ 20.12	$ 18.57	$ 15.74
Total Return^{B, C}	.45%^J	15.32%	30.28%	10.66%	19.40%	10.41%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.52%^A	.52%	.53%	.54%	.54%	.54%
Expenses net of fee waivers, if any	.52%^A	.52%	.53%	.54%	.54%	.54%
Expenses net of all reductions	.52%^A	.52%	.52%	.54%	.53%	.53%
Net investment income (loss)	1.84%^A	1.99%	2.19%	2.13%	1.27%	.84%
Supplemental Data
Net assets, end of period (in millions)	$ 936	$ 960	$ 1,016	$ 752	$ 403	$ 292
Portfolio turnover rate^F	37%^A	41%^H	49%	62%	129%	98%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Portfolio turnover rate excludes securities received or delivered in-kind.

^I Total distributions of $.14 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.008 per share.

^J Net realized and unrealized gain (loss) per share reflects proceeds received from litigation which amounted to $.03 per share. Excluding these litigation proceeds, the total return would have been .35%.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2015 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

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 Fund offers Growth & Income and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of January 31, 2015, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, market discount, equity-debt classifications, redemptions in kind, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 1,376,230
Gross unrealized depreciation	(304,098)
Net unrealized appreciation (depreciation) on securities	$ 1,072,132

Tax cost	$ 6,304,867

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of prior fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (251,247)
2018	(3,168,341)
Total with expiration	$ (3,419,588)

Semiannual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,402,516 and $1,569,128, respectively.

5. Fees and Other Transactions with Affiliates.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Growth & Income. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

	Amount	% of Class-Level Average Net Assets*
Growth & Income	$ 5,512	.17
Class K	226	.05
	$ 5,738

* Annualized

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,740	.33%	$ 2

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Semiannual Report

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $397, including $2 from securities loaned to FCM.

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses, including certain Growth & Income expenses during the period in the amount of $2.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2015	Year ended July 31, 2014
From net investment income
Growth & Income	$ 59,379	$ 113,973
Class K	9,229	19,579
Total	$ 68,608	$ 133,552
From net realized gain
Growth & Income	$ -	$ 1,391
Class K	-	235
Total	$ -	$ 1,626

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares	Shares	Dollars	Dollars
	Six months ended January 31, 2015	Year ended July 31, 2014	Six months ended January 31, 2015	Year ended July 31, 2014
Growth & Income
Shares sold	6,759	21,786	$ 200,018	$ 598,816
Reinvestment of distributions	1,937	3,998	56,723	110,063
Shares redeemed	(14,164)	(36,289)^A	(419,616)	(997,570)^A
Net increase (decrease)	(5,468)	(10,505)	$ (162,875)	$ (288,691)
Class K
Shares sold	2,930	7,113	$ 86,779	$ 195,462
Reinvestment of distributions	315	722	9,229	19,814
Shares redeemed	(3,875)	(14,384)	(114,718)	(398,755)
Net increase (decrease)	(630)	(6,549)	$ (18,710)	$ (183,479)

^A Amount includes in-kind redemptions.

Semiannual Report

11. Other.

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
(Japan) Limited

Fidelity Management & Research

(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company

Chicago, IL

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 ®) sec474
1-800-544-8544

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

GAI-USAN-0315
1.789285.112

Fidelity®

Growth & Income

Portfolio -
Class K

Semiannual Report

January 31, 2015

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
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.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2014 to January 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2014	Ending Account Value January 31, 2015	Expenses Paid During Period* August 1, 2014 to January 31, 2015
Growth & Income	.64%
Actual		$ 1,000.00	$ 1,003.60	$ 3.23
Hypothetical^A		$ 1,000.00	$ 1,021.98	$ 3.26
Class K	.52%
Actual		$ 1,000.00	$ 1,004.50	$ 2.63
Hypothetical^A		$ 1,000.00	$ 1,022.58	$ 2.65

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	3.9	3.9
JPMorgan Chase & Co.	3.9	4.0
General Electric Co.	3.1	3.0
Microsoft Corp.	2.9	3.2
Target Corp.	2.4	2.0
Chevron Corp.	2.3	2.8
Citigroup, Inc.	2.2	2.2
Bank of America Corp.	2.1	1.6
Procter & Gamble Co.	2.1	1.8
Comcast Corp. Class A	1.9	2.0
	26.8
Top Five Market Sectors as of January 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	20.5	19.6
Information Technology	20.0	19.9
Industrials	13.1	11.5
Consumer Staples	11.3	11.9
Consumer Discretionary	10.6	10.3

Asset Allocation (% of fund's net assets)
As of January 31, 2015*			As of July 31, 2014**
	Stocks 98.9%			Stocks 98.8%
	Convertible Securities 1.0%			Convertible Securities 1.0%
	Other Investments 0.1%			Other Investments 0.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		12.5%	** Foreign investments		12.9%

sec522

Semiannual Report

Investments January 31, 2015 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.6%
Diversified Consumer Services - 0.4%
H&R Block, Inc.	891,907		$ 30,575
Hotels, Restaurants & Leisure - 1.8%
Darden Restaurants, Inc.	646,200		39,664
Domino's Pizza, Inc.	49,600		4,913
Las Vegas Sands Corp.	376,000		20,443
McDonald's Corp.	109,661		10,137
Yum! Brands, Inc.	811,244		58,637
			133,794
Household Durables - 0.3%
Tupperware Brands Corp.	302,200		20,432
Leisure Products - 0.0%
Mattel, Inc.	27,400		737
Media - 3.9%
Comcast Corp. Class A	2,618,600		139,165
Scripps Networks Interactive, Inc. Class A	200,589		14,260
Sinclair Broadcast Group, Inc. Class A (e)	937,461		23,193
Time Warner, Inc.	1,064,017		82,919
Viacom, Inc. Class B (non-vtg.)	351,700		22,657
			282,194
Multiline Retail - 2.4%
Target Corp.	2,388,075		175,786
Specialty Retail - 1.7%
Lowe's Companies, Inc.	1,486,979		100,758
Sally Beauty Holdings, Inc. (a)	601,300		18,688
TJX Companies, Inc.	14,400		950
			120,396
Textiles, Apparel & Luxury Goods - 0.1%
adidas AG	102,000		7,053
TOTAL CONSUMER DISCRETIONARY			770,967
CONSUMER STAPLES - 11.3%
Beverages - 3.2%
Diageo PLC	1,474,788		43,655
Molson Coors Brewing Co. Class B	78,200		5,938
PepsiCo, Inc.	475,814		44,622
SABMiller PLC	504,448		27,547
The Coca-Cola Co.	2,655,703		109,335
			231,097
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.2%
CVS Health Corp.	572,104		$ 56,158
Walgreens Boots Alliance, Inc.	453,084		33,415
			89,573
Food Products - 0.3%
Kellogg Co.	363,154		23,816
Household Products - 2.2%
Procter & Gamble Co.	1,808,415		152,431
Svenska Cellulosa AB (SCA) (B Shares)	280,091		6,777
			159,208
Personal Products - 0.2%
Estee Lauder Companies, Inc. Class A	147,100		10,384
Tobacco - 4.2%
British American Tobacco PLC sponsored ADR	883,523		99,529
Lorillard, Inc.	1,599,597		104,950
Philip Morris International, Inc.	762,971		61,221
Reynolds American, Inc.	626,400		42,564
			308,264
TOTAL CONSUMER STAPLES			822,342
ENERGY - 9.1%
Energy Equipment & Services - 1.1%
Ensco PLC Class A	698,223		19,578
Helmerich & Payne, Inc.	111,200		6,623
Oceaneering International, Inc.	433,700		22,709
Schlumberger Ltd.	343,932		28,337
			77,247
Oil, Gas & Consumable Fuels - 8.0%
Apache Corp.	616,968		38,604
BG Group PLC	4,331,064		57,767
Chevron Corp.	1,619,296		166,026
EQT Midstream Partners LP	43,200		3,666
Golar LNG Ltd.	379,900		10,774
Imperial Oil Ltd.	1,122,000		41,712
Kinder Morgan Holding Co. LLC	532,000		21,839
Markwest Energy Partners LP	994,182		58,587
Peabody Energy Corp. (e)	358,900		2,236
PrairieSky Royalty Ltd. (e)	466,000		10,037
Suncor Energy, Inc.	3,657,350		109,084
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
The Williams Companies, Inc.	1,267,572		$ 55,596
Western Gas Partners LP	75,700		5,342
Williams Partners LP	102,900		4,364
			585,634
TOTAL ENERGY			662,881
FINANCIALS - 20.4%
Banks - 12.6%
Bank of America Corp.	10,252,456		155,325
Citigroup, Inc.	3,355,030		157,519
Comerica, Inc.	376,900		15,641
Commerce Bancshares, Inc.	74,200		2,968
Fifth Third Bancorp	566,600		9,802
First Republic Bank	59,700		3,040
FirstMerit Corp.	510,000		8,356
JPMorgan Chase & Co.	5,163,092		280,769
PNC Financial Services Group, Inc.	533,054		45,064
Regions Financial Corp.	1,174,500		10,218
Standard Chartered PLC (United Kingdom)	2,555,118		34,163
SunTrust Banks, Inc.	1,750,066		67,238
U.S. Bancorp	1,455,473		60,999
UMB Financial Corp.	66,200		3,212
Wells Fargo & Co.	1,199,441		62,275
			916,589
Capital Markets - 5.3%
Artisan Partners Asset Management, Inc.	150,000		7,241
BlackRock, Inc. Class A	10,800		3,678
Carlyle Group LP	325,200		8,553
Charles Schwab Corp.	1,897,943		49,309
Invesco Ltd.	110,600		4,062
KKR & Co. LP	2,044,543		49,089
Morgan Stanley	1,354,797		45,806
Northern Trust Corp.	717,764		46,927
Oaktree Capital Group LLC Class A (e)	229,300		12,703
State Street Corp.	1,447,227		103,491
The Blackstone Group LP	948,900		35,432
TPG Specialty Lending, Inc.	1,008,200		17,623
			383,914
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 0.3%
IntercontinentalExchange Group, Inc.	111,217		$ 22,881
Insurance - 1.2%
Brown & Brown, Inc.	163,300		5,038
Marsh & McLennan Companies, Inc.	302,646		16,273
MetLife, Inc.	1,130,140		52,551
Principal Financial Group, Inc.	251,300		11,794
			85,656
Real Estate Investment Trusts - 0.8%
American Homes 4 Rent (f)	258,675		4,317
First Potomac Realty Trust	188,418		2,412
Lamar Advertising Co. Class A	104,300		5,843
Sabra Health Care REIT, Inc.	174,800		5,716
Sun Communities, Inc.	441,214		29,883
WP Carey, Inc.	136,100		9,773
			57,944
Thrifts & Mortgage Finance - 0.2%
Radian Group, Inc.	1,178,568		18,574
TOTAL FINANCIALS			1,485,558
HEALTH CARE - 9.1%
Biotechnology - 1.5%
Amgen, Inc.	688,903		104,892
Intercept Pharmaceuticals, Inc. (a)	21,626		4,347
			109,239
Health Care Equipment & Supplies - 1.3%
Abbott Laboratories	481,704		21,561
Ansell Ltd.	266,311		4,674
Medtronic PLC	282,630		20,180
ResMed, Inc. (e)	190,767		11,917
St. Jude Medical, Inc.	121,800		8,023
Zimmer Holdings, Inc.	250,910		28,127
			94,482
Health Care Providers & Services - 1.8%
Cardinal Health, Inc.	304,700		25,348
Express Scripts Holding Co. (a)	119,000		9,604
McKesson Corp.	319,687		67,981
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Patterson Companies, Inc.	390,370		$ 19,554
Quest Diagnostics, Inc.	101,784		7,234
			129,721
Pharmaceuticals - 4.5%
Astellas Pharma, Inc.	858,600		13,261
GlaxoSmithKline PLC sponsored ADR	2,175,422		95,719
Johnson & Johnson	1,102,969		110,451
Novartis AG sponsored ADR	271,044		26,400
Teva Pharmaceutical Industries Ltd. sponsored ADR	1,271,020		72,270
Theravance, Inc. (e)	789,400		8,897
			326,998
TOTAL HEALTH CARE			660,440
INDUSTRIALS - 13.1%
Aerospace & Defense - 2.7%
Meggitt PLC	3,396,200		27,572
Rolls-Royce Group PLC	1,024,900		13,762
The Boeing Co.	683,789		99,402
United Technologies Corp.	480,982		55,207
			195,943
Air Freight & Logistics - 2.0%
C.H. Robinson Worldwide, Inc.	339,073		24,149
FedEx Corp.	79,700		13,478
PostNL NV (a)	2,875,400		10,479
United Parcel Service, Inc. Class B	998,004		98,643
			146,749
Airlines - 0.2%
Copa Holdings SA Class A	160,200		17,223
Building Products - 0.1%
Lennox International, Inc.	61,000		5,997
Commercial Services & Supplies - 0.8%
ADT Corp. (e)	1,120,810		38,556
Interface, Inc.	125,120		1,966
KAR Auction Services, Inc.	606,600		20,691
			61,213
Electrical Equipment - 0.4%
Hubbell, Inc. Class B	282,139		29,918
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Industrial Conglomerates - 3.1%
General Electric Co.	9,490,480		$ 226,728
Machinery - 0.9%
Deere & Co.	336,200		28,641
Donaldson Co., Inc.	219,700		8,032
IMI PLC	628,600		12,081
Parker Hannifin Corp.	57,200		6,662
Stanley Black & Decker, Inc.	30,500		2,856
Valmont Industries, Inc.	44,500		5,345
Xylem, Inc.	53,800		1,835
			65,452
Professional Services - 0.2%
Acacia Research Corp.	429,402		5,376
Bureau Veritas SA	313,977		6,679
			12,055
Road & Rail - 2.2%
CSX Corp.	2,281,720		75,981
J.B. Hunt Transport Services, Inc.	588,640		46,862
Kansas City Southern	71,700		7,893
Norfolk Southern Corp.	250,199		25,513
			156,249
Trading Companies & Distributors - 0.5%
Watsco, Inc.	361,192		39,319
TOTAL INDUSTRIALS			956,846
INFORMATION TECHNOLOGY - 19.9%
Communications Equipment - 2.8%
Cisco Systems, Inc.	4,490,052		118,380
QUALCOMM, Inc.	1,348,846		84,249
			202,629
Internet Software & Services - 3.1%
Google, Inc.:
Class A (a)	187,507		100,794
Class C (a)	161,207		86,168
Yahoo!, Inc. (a)	902,495		39,701
			226,663
IT Services - 5.3%
Amadeus IT Holding SA Class A	21,300		857
Cognizant Technology Solutions Corp. Class A (a)	654,172		35,410
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Fidelity National Information Services, Inc.	249,736		$ 15,591
IBM Corp.	344,704		52,847
Leidos Holdings, Inc.	66,000		2,732
MasterCard, Inc. Class A	927,500		76,083
Paychex, Inc.	2,106,857		95,356
The Western Union Co.	1,033,280		17,566
Unisys Corp. (a)	272,300		5,972
Visa, Inc. Class A	342,671		87,350
			389,764
Semiconductors & Semiconductor Equipment - 1.5%
Applied Materials, Inc.	2,111,849		48,235
Broadcom Corp. Class A	1,183,782		50,234
Maxim Integrated Products, Inc.	411,300		13,610
			112,079
Software - 3.1%
Intuit, Inc.	10,100		877
Microsoft Corp.	5,162,199		208,553
Oracle Corp.	372,653		15,610
			225,040
Technology Hardware, Storage & Peripherals - 4.1%
Apple, Inc.	2,401,094		281,309
First Data Holdings, Inc. Class B (h)	5,155,476		17,322
			298,631
TOTAL INFORMATION TECHNOLOGY			1,454,806
MATERIALS - 3.6%
Chemicals - 3.2%
Airgas, Inc.	411,106		46,307
Balchem Corp.	64,900		3,438
E.I. du Pont de Nemours & Co.	342,746		24,407
FMC Corp.	393,782		22,642
LyondellBasell Industries NV Class A	83,600		6,612
Methanex Corp. (e)	211,100		9,330
Monsanto Co.	618,715		72,996
Potash Corp. of Saskatchewan, Inc.	310,300		11,297
Syngenta AG (Switzerland)	87,636		28,546
Tronox Ltd. Class A	234,800		4,964
			230,539
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - 0.4%
Freeport-McMoRan, Inc.	1,441,800		$ 24,237
Reliance Steel & Aluminum Co.	104,400		5,467
			29,704
Paper & Forest Products - 0.0%
Domtar Corp.	80,900		3,098
TOTAL MATERIALS			263,341
TELECOMMUNICATION SERVICES - 1.8%
Diversified Telecommunication Services - 1.8%
TDC A/S	403,300		2,991
Verizon Communications, Inc.	2,884,074		131,831
			134,822
TOTAL COMMON STOCKS (Cost $6,129,394)		7,212,003
Convertible Preferred Stocks - 0.8%

CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc. Series D (h)	68,794		555
HEALTH CARE - 0.8%
Health Care Equipment & Supplies - 0.8%
Alere, Inc. 3.00%	185,143		57,209
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $46,947)		57,764

Convertible Bonds - 0.2%
		Principal Amount (000s) (d)
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc.:
3% 2/27/17		$ 5,615		4,805
5% 10/15/18 (h)		2,943		2,388
Peabody Energy Corp. 4.75% 12/15/41		7,660		3,639
				10,832
Convertible Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
INFORMATION TECHNOLOGY - 0.1%
Internet Software & Services - 0.1%
Twitter, Inc. 0.25% 9/15/19 (f)		$ 5,130		$ 4,620
TOTAL CONVERTIBLE BONDS (Cost $19,015)			15,452
Preferred Securities - 0.1%

FINANCIALS - 0.1%
Diversified Financial Services - 0.1%
Baggot Securities Ltd. 10.24% (f)(g) (Cost $4,623)	EUR	3,010		3,907

Money Market Funds - 1.2%
	Shares
Fidelity Cash Central Fund, 0.13% (b)	2,323,831		2,324
Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)	85,549,468		85,549
TOTAL MONEY MARKET FUNDS (Cost $87,873)		87,873
TOTAL INVESTMENT PORTFOLIO - 101.2% (Cost $6,287,852)			7,376,999
NET OTHER ASSETS (LIABILITIES) - (1.2)%			(84,373)
NET ASSETS - 100%		$ 7,292,626

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

(d) Amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(g) Security is perpetual in nature with no stated maturity date.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Amyris, Inc. 5% 10/15/18	10/16/13	$ 2,800
First Data Holdings, Inc. Class B	6/26/14	$ 20,622
NJOY, Inc. Series D	2/14/14	$ 1,164

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 4
Fidelity Securities Lending Cash Central Fund	397
Total	$ 401

Other Information

The following is a summary of the inputs used, as of January 31, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 771,522	$ 770,967	$ -	$ 555
Consumer Staples	822,342	778,687	43,655	-
Energy	662,881	605,114	57,767	-
Financials	1,485,558	1,485,558	-	-
Health Care	717,649	699,714	17,935	-
Industrials	956,846	956,846	-	-
Information Technology	1,454,806	1,437,484	-	17,322
Materials	263,341	234,795	28,546	-
Telecommunication Services	134,822	134,822	-	-
Corporate Bonds	15,452	-	15,452	-
Preferred Securities	3,907	-	3,907	-
Money Market Funds	87,873	87,873	-	-
Total Investments in Securities:	$ 7,376,999	$ 7,191,860	$ 167,262	$ 17,877

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America	87.5%
United Kingdom	6.1%
Canada	2.5%
Israel	1.0%
Others (Individually Less Than 1%)	2.9%
	100.0%

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, 2015 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $82,865) - See accompanying schedule: Unaffiliated issuers (cost $6,199,979)	$ 7,289,126
Fidelity Central Funds (cost $87,873)	87,873
Total Investments (cost $6,287,852)		$ 7,376,999
Cash		393
Foreign currency held at value (cost $6)		6
Receivable for investments sold		44,869
Receivable for fund shares sold		2,511
Dividends receivable		9,773
Interest receivable		102
Distributions receivable from Fidelity Central Funds		73
Prepaid expenses		13
Other receivables		849
Total assets		7,435,588

Liabilities
Payable for investments purchased	$ 43,153
Payable for fund shares redeemed	5,175
Accrued management fee	2,796
Notes payable to affiliates	4,450
Other affiliated payables	1,062
Other payables and accrued expenses	777
Collateral on securities loaned, at value	85,549
Total liabilities		142,962

Net Assets		$ 7,292,626
Net Assets consist of:
Paid in capital		$ 9,293,010
Undistributed net investment income		125
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(3,089,585)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,089,076
Net Assets		$ 7,292,626

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	January 31, 2015 (Unaudited)

Growth & Income: Net Asset Value, offering price and redemption price per share ($6,356,482 ÷ 220,232 shares)		$ 28.86

Class K: Net Asset Value, offering price and redemption price per share ($936,144 ÷ 32,454 shares)		$ 28.85

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended January 31, 2015 (Unaudited)

Investment Income
Dividends		$ 88,462
Interest		419
Income from Fidelity Central Funds		401
Total income		89,282

Expenses
Management fee	$ 17,033
Transfer agent fees	5,738
Accounting and security lending fees	601
Custodian fees and expenses	94
Independent trustees' compensation	18
Registration fees	44
Audit	49
Legal	26
Interest	2
Miscellaneous	22
Total expenses before reductions	23,627
Expense reductions	(24)	23,603
Net investment income (loss)		65,679
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	338,991
Foreign currency transactions	(61)
Total net realized gain (loss)		338,930
Change in net unrealized appreciation (depreciation) on: Investment securities	(371,396)
Assets and liabilities in foreign currencies	(69)
Total change in net unrealized appreciation (depreciation)		(371,465)
Net gain (loss)		(32,535)
Net increase (decrease) in net assets resulting from operations		$ 33,144

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, 2015 (Unaudited)	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 65,679	$ 138,369
Net realized gain (loss)	338,930	863,680
Change in net unrealized appreciation (depreciation)	(371,465)	38,912
Net increase (decrease) in net assets resulting from operations	33,144	1,040,961
Distributions to shareholders from net investment income	(68,608)	(133,552)
Distributions to shareholders from net realized gain	-	(1,626)
Total distributions	(68,608)	(135,178)
Share transactions - net increase (decrease)	(181,585)	(472,170)
Total increase (decrease) in net assets	(217,049)	433,613

Net Assets
Beginning of period	7,509,675	7,076,062
End of period (including undistributed net investment income of $125 and undistributed net investment income of $3,054, respectively)	$ 7,292,626	$ 7,509,675

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

Semiannual Report

Financial Highlights - Growth & Income

	Six months ended January 31, 2015	Years ended July 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 29.02	$ 25.66	$ 20.13	$ 18.58	$ 15.75	$ 14.38
Income from Investment Operations
Net investment income (loss)^D	.25	.51	.46	.36	.20	.10
Net realized and unrealized gain (loss)	(.14)^K	3.35	5.54	1.55	2.82	1.37
Total from investment operations	.11	3.86	6.00	1.91	3.02	1.47
Distributions from net investment income	(.27)	(.50)	(.44)	(.35)	(.19)	(.10)
Distributions from net realized gain	-	(.01)	(.03)	(.01)	-	(.01)
Total distributions	(.27)	(.50)^J	(.47)	(.36)	(.19)	(.10)^I
Net asset value, end of period	$ 28.86	$ 29.02	$ 25.66	$ 20.13	$ 18.58	$ 15.75
Total Return^{B, C}	.36%^K	15.16%	30.15%	10.45%	19.16%	10.25%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.64%^A	.65%	.68%	.71%	.72%	.75%
Expenses net of fee waivers, if any	.64%^A	.65%	.68%	.71%	.72%	.75%
Expenses net of all reductions	.64%^A	.65%	.67%	.71%	.71%	.74%
Net investment income (loss)	1.72%^A	1.86%	2.04%	1.95%	1.09%	.63%
Supplemental Data
Net assets, end of period (in millions)	$ 6,356	$ 6,550	$ 6,060	$ 4,863	$ 5,052	$ 5,417
Portfolio turnover rate^F	37%^A	41%^H	49%	62%	129%	98%