SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

"Rule 24f-2 Notice"

Fidelity Securities Fund


(Name of Registrant)

File No. 2-93601






U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2


Read instructions at end of Form Before preparing Form.
Please print or type.

1. Name and address of issuer:      Fidelity Securities Fund


82 Devonshire Street, Boston, MA, 02109


2. The name of each series or class of securities for which this 
Form is filed (If the Form is being filed for all series and classes 
of securities of the issuer, check the box but do not list series 
or classes):

Fidelity Dividend Growth Fund


3. Investment Company Act File Number:      811-4118


        Securities Act File Number:   2-93601


4(a). Last day of fiscal year for which this Form is filed:   July 31, 1998


4(b). Check box if this Form is being filed late (i.e., more than 
90 calendar days after the end of the issuer's fiscal year). (See 
Instruction A.2)        [ ]

Note: If the Form is being filed late, interest must be paid on the 
registration fee due.

4(c). Check box if this is the last time the issuer will be filing 
this Form.  [ ]


5. Calculation of registration fee:
(i). Aggregate sale price of securities sold during the fiscal year
pursuant to section 24(f):      $5,041,607,179
 

(ii). Aggregate price of securities redeemed or repurchased 
during the fiscal year:       $(2,738,785,415)
       

(iii). Aggregate price of securities redeemed or repurchased during 
any prior fiscal year ending no earlier than October 11, 1995 that 
were not previously used to reduce registration fees 
payable to the Commission:  $0
     

(iv). Total available redemption credits 

[add Items 5(ii) and 5(iii)]:       $(2,738,785,415)       

(v). Net sales - if Item 5(i) is greater than Item 5(iv) [subtract 

Item 5(iv) from Item 5(i)]:         $2,302,821,764
       

(vi). Redemption credits available for use in future years - if Item 
5(i) is less than Item 5(iv) [subtract  
Item 5(iv) from Item 5(i)]:   $(0) 

(vii). Multiplier for determining 
registration fee    x.000278
       

(viii). Registration fee due [multiply Item 5(v) by Item 5(vii)] 

(See x Instruction C.9): (enter "0" if no fee is due): =$640,184.45
  

6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount 
of securities that were registered under the Securities Act of 1933 
pursuant to rule 24e-2 as in effect before October 11, 1997, then 
report the amount of securities (number of shares or other units) 
deducted here: 0. If there is a number of shares or other units that 
were registered pursuant to rule 24e-2 remaining unsold at the end 
of the fiscal year for which this form is filed that are available 
for use by the issuer in future fiscal years, then state that number 
here: 0.

7. Interest due - if this Form is being filed more than 90 days after 
the end of the issuer's fiscal year (see Instruction D):+$0


8. Total of the amount of the registration fee due plus any interest 
due [line 5(viii) plus line 7]:=$640,184.45


9. Date the registration fee and any interest payment was sent to 
the Commission's lockbox depository:

October 28, 1998

[x]   Wire Transfer
[]  Mail or other means

SIGNATURES

This report has been signed below by the following persons on behalf 
of the issuer and in the capacities and on the dates indicated.

By (Signature and Title)*     John H. Costello
          

        Assistant Treasurer
        

Date        October 28, 1998



* Please print the name and title of the signing officer below the 
signature.






U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2


Read instructions at end of Form Before preparing Form.
Please print or type.

1. Name and address of issuer:      Fidelity Securities Fund


82 Devonshire Street, Boston, MA, 02109


2. The name of each series or class of securities for which this 
Form is filed (If the Form is being filed for all series and classes 
of securities of the issuer, check the box but do not list series 
or classes):

Fidelity Blue Chip Growth Fund


3. Investment Company Act File Number:      811-4118


        Securities Act File Number:   2-93601


4(a). Last day of fiscal year for which this Form is filed:   July 31, 1998


4(b). Check box if this Form is being filed late (i.e., more than 
90 calendar days after the end of the issuer's fiscal year). (See 
Instruction A.2)        [ ]

Note: If the Form is being filed late, interest must be paid on the 
registration fee due.

4(c). Check box if this is the last time the issuer will be filing 
this Form.  [ ]


5. Calculation of registration fee:

(i). Aggregate sale price of securities sold during the fiscal year
pursuant to section 24(f):      $5,997,714,868
 

(ii). Aggregate price of securities redeemed or repurchased 
during the fiscal year:       $(3,989,701,011)
       

(iii). Aggregate price of securities redeemed or repurchased during 
any prior fiscal year ending no earlier than October 11, 1995 that 
were not previously used to reduce registration fees 
payable to the Commission:  $0
     

(iv). Total available redemption credits 
[add Items 5(ii) and 5(iii)]:       $(3,989,701,011)       
(v). Net sales - if Item 5(i) is greater than Item 5(iv) [subtract 

Item 5(iv) from Item 5(i)]:         $2,008,013,857
       

(vi). Redemption credits available for use in future years - if Item 
5(i) is less than Item 5(iv) [subtract  

Item 5(iv) from Item 5(i)]:   $(0) 

(vii). Multiplier for determining 
registration fee    x.000278
       

(viii). Registration fee due [multiply Item 5(v) by Item 5(vii)] 

(See x Instruction C.9): (enter "0" if no fee is due):=$558,227.85
 

6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount 
of securities that were registered under the Securities Act of 1933 
pursuant to rule 24e-2 as in effect before October 11, 1997, then 
report the amount of securities (number of shares or other units) 
deducted here: 0. If there is a number of shares or other units that 
were registered pursuant to rule 24e-2 remaining unsold at the end 
of the fiscal year for which this form is filed that are available 
for use by the issuer in future fiscal years, then state that number 
here: 0.

7. Interest due - if this Form is being filed more than 90 days after 
the end of the issuer's fiscal year (see Instruction D):+$0


8. Total of the amount of the registration fee due plus any interest 
due [line 5(viii) plus line 7]:=$558,227.85


9. Date the registration fee and any interest payment was sent to 
the Commission's lockbox depository:

October 28, 1998

[x]   Wire Transfer
[]  Mail or other means

SIGNATURES

This report has been signed below by the following persons on behalf 
of the issuer and in the capacities and on the dates indicated.

By (Signature and Title)*     John H. Costello
          

        Assistant Treasurer
        

Date        October 28, 1998



* Please print the name and title of the signing officer below the 
signature.






U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2


Read instructions at end of Form Before preparing Form.
Please print or type.

1. Name and address of issuer:      Fidelity Securities Fund


82 Devonshire Street, Boston, MA, 02109


2. The name of each series or class of securities for which this 
Form is filed (If the Form is being filed for all series and classes 
of securities of the issuer, check the box but do not list series 
or classes):

Fidelity OTC Portfolio


3. Investment Company Act File Number:      811-4118


        Securities Act File Number:   2-93601


4(a). Last day of fiscal year for which this Form is filed:   July 31, 1998


4(b). Check box if this Form is being filed late (i.e., more than 
90 calendar days after the end of the issuer's fiscal year). (See 
Instruction A.2)        [ ]

Note: If the Form is being filed late, interest must be paid on the 
registration fee due.

4(c). Check box if this is the last time the issuer will be filing 
this Form.  [ ]


5. Calculation of registration fee:
(i). Aggregate sale price of securities sold during the fiscal year
pursuant to section 24(f):      $3,830,560,169
 

(ii). Aggregate price of securities redeemed or repurchased 
during the fiscal year:       $(3,547,368,023)
       

(iii). Aggregate price of securities redeemed or repurchased during 
any prior fiscal year ending no earlier than October 11, 1995 that 
were not previously used to reduce registration fees 
payable to the Commission:  $0
     

(iv). Total available redemption credits 
[add Items 5(ii) and 5(iii)]:       $(3,547,368,023)       

(v). Net sales - if Item 5(i) is greater than Item 5(iv) [subtract 
Item 5(iv) from Item 5(i)]:         $283,192,146
       

(vi). Redemption credits available for use in future years - if Item 
5(i) is less than Item 5(iv) [subtract  
Item 5(iv) from Item 5(i)]:   $(0) 

(vii). Multiplier for determining 

registration fee    x.000278
       

(viii). Registration fee due [multiply Item 5(v) by Item 5(vii)] 

(See x Instruction C.9): (enter "0" if no fee is due):=$78,727.42
  

6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount 
of securities that were registered under the Securities Act of 1933 
pursuant to rule 24e-2 as in effect before October 11, 1997, then 
report the amount of securities (number of shares or other units) 
deducted here: 0. If there is a number of shares or other units that 
were registered pursuant to rule 24e-2 remaining unsold at the end 
of the fiscal year for which this form is filed that are available 
for use by the issuer in future fiscal years, then state that number 
here: 0.

7. Interest due - if this Form is being filed more than 90 days after 
the end of the issuer's fiscal year (see Instruction D):+$0


8. Total of the amount of the registration fee due plus any interest 
due [line 5(viii) plus line 7]:=$78,727.42


9. Date the registration fee and any interest payment was sent to 
the Commission's lockbox depository:

October 28, 1998

[x]   Wire Transfer
[]  Mail or other means

SIGNATURES

This report has been signed below by the following persons on behalf 
of the issuer and in the capacities and on the dates indicated.

By (Signature and Title)*     John H. Costello
          

        Assistant Treasurer
        

Date        October 28, 1998



* Please print the name and title of the signing officer below the 
signature.






U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2


Read instructions at end of Form Before preparing Form.
Please print or type.

1. Name and address of issuer:      Fidelity Securities Fund


82 Devonshire Street, Boston, MA, 02109


2. The name of each series or class of securities for which this 
Form is filed (If the Form is being filed for all series and classes 
of securities of the issuer, check the box but do not list series 
or classes):

Fidelity Growth & Income Portfolio


3. Investment Company Act File Number:      811-4118


        Securities Act File Number:   2-93601


4(a). Last day of fiscal year for which this Form is filed:   July 31, 1998


4(b). Check box if this Form is being filed late (i.e., more than 
90 calendar days after the end of the issuer's fiscal year). (See 
Instruction A.2)        [ ]

Note: If the Form is being filed late, interest must be paid on the 
registration fee due.

4(c). Check box if this is the last time the issuer will be filing 
this Form.  [ ]


5. Calculation of registration fee:

(i). Aggregate sale price of securities sold during the fiscal year
pursuant to section 24(f):      $13,974,101,325
 

(ii). Aggregate price of securities redeemed or repurchased 
during the fiscal year:       $(9,241,449,298)
       

(iii). Aggregate price of securities redeemed or repurchased during 
any prior fiscal year ending no earlier than October 11, 1995 that 
were not previously used to reduce registration fees 
payable to the Commission:  $0
     

(iv). Total available redemption credits 

[add Items 5(ii) and 5(iii)]:       $(9,241,449,298)       

(v). Net sales - if Item 5(i) is greater than Item 5(iv) [subtract 

Item 5(iv) from Item 5(i)]:         $4,732,652,027
       

(vi). Redemption credits available for use in future years - if Item 
5(i) is less than Item 5(iv) [subtract  

Item 5(iv) from Item 5(i)]:   $(0) 

(vii). Multiplier for determining 
registration fee    x.000278
       

(viii). Registration fee due [multiply Item 5(v) by Item 5(vii)] 

(See x Instruction C.9): (enter "0" if no fee is due):=$1,315,677.26
  

6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount 
of securities that were registered under the Securities Act of 1933 
pursuant to rule 24e-2 as in effect before October 11, 1997, then 
report the amount of securities (number of shares or other units) 
deducted here: 0. If there is a number of shares or other units that 
were registered pursuant to rule 24e-2 remaining unsold at the end 
of the fiscal year for which this form is filed that are available 
for use by the issuer in future fiscal years, then state that number 
here: 0.

7. Interest due - if this Form is being filed more than 90 days after 
the end of the issuer's fiscal year (see Instruction D):+$0


8. Total of the amount of the registration fee due plus any interest 
due [line 5(viii) plus line 7]:=$1,315,677.26


9. Date the registration fee and any interest payment was sent to 
the Commission's lockbox depository:

October 28, 1998

[x]   Wire Transfer
[]  Mail or other means

SIGNATURES

This report has been signed below by the following persons on behalf 
of the issuer and in the capacities and on the dates indicated.

By (Signature and Title)*     John H. Costello
          

        Assistant Treasurer
        

Date        October 28, 1998



* Please print the name and title of the signing officer below the 
signature.