SUPPLEMENT TO THE
FIDELITY GROWTH &
INCOME PORTFOLIO 
SEPTEMBER 25, 1997
PROSPECTUS
Effective the close of business on April 3, 1998, the fund's shares
are no longer available to new accounts. Shareholders of the fund on
that date may continue to purchase shares in accounts existing on that
date. Investors who did not own shares of the fund on April 3, 1998,
generally will not be allowed to purchase shares of the fund except
that new accounts may be established: 1) by participants in most group
employer retirement plans (and their successor plans) in which the
fund had been established as an investment option by April 3, 1998;
and 2) for accounts managed on a discretionary basis by certain
registered investment advisors that have discretionary assets of at
least $   500     million invested in mutual funds and have included
the fund in their discretionary account program since April 3, 1998.
These restrictions generally will apply to investments made directly
with Fidelity and investments made through intermediaries. Investors
may be required to demonstrate eligibility to purchase shares of the
fund before an investment is accepted.
The following information replaces similar information found in the
"Dividends, Capital Gains, and Taxes" section on page 27.
For federal tax purposes, the fund's income and short-term capital
gains are distributed as dividends and taxed as ordinary income;
capital gain distributions are taxed as long-term capital gains. Every
January, Fidelity will send you and the IRS a statement showing the
tax characterization of distributions paid to you in the previous
year.
The following information replaces similar information found in the
"Dividends, Capital Gains, and Taxes" section on page 27.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on the
fund and its investments, and these taxes generally will reduce the
fund's distributions. However, if you meet certain holding period
requirements with respect to your fund shares, an offsetting tax
credit may be available to you. If you do not meet such holding period
requirements, you may still be entitled to a deduction for certain
foreign taxes. In either case, your tax statement will show more
taxable income or capital gains than were actually distributed by the
fund, but will also show the amount of the available offsetting credit
or deduction.