0000751199-11-000003.txt : 20110328 0000751199-11-000003.hdr.sgml : 20110328 20110328135956 ACCESSION NUMBER: 0000751199-11-000003 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 52 CONFORMED PERIOD OF REPORT: 20110131 FILED AS OF DATE: 20110328 DATE AS OF CHANGE: 20110328 EFFECTIVENESS DATE: 20110328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY SECURITIES FUND CENTRAL INDEX KEY: 0000754510 IRS NUMBER: 000000000 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04118 FILM NUMBER: 11714882 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174391706 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109

0000754510 S000007191 Fidelity OTC Portfolio

C000019679 Fidelity OTC Portfolio FOCPX

C000064268 Class K FOCKX

0000754510 S000007192 Fidelity Real Estate Income Fund

C000019680 Fidelity Real Estate Income Fund FRIFX

C000087887 Fidelity Advisor Real Estate Income Fund: Class A

C000087889 Fidelity Advisor Real Estate Income Fund: Class C

C000087890 Fidelity Advisor Real Estate Income Fund: Class T

C000087891 Fidelity Advisor Real Estate Income Fund: Institutional Class

0000754510 S000007193 Fidelity Small Cap Growth Fund

C000019681 Fidelity Small Cap Growth Fund FCPGX

C000019682 Fidelity Advisor Small Cap Growth Fund: Class A FCAGX

C000019683 Fidelity Advisor Small Cap Growth Fund: Class B FCBGX

C000019684 Fidelity Advisor Small Cap Growth Fund: Class C FCCGX

C000019685 Fidelity Advisor Small Cap Growth Fund: Class T FCTGX

C000019686 Fidelity Advisor Small Cap Growth Fund: Institutional Class FCIGX

C000076773 Class F FCPFX

0000754510 S000007194 Fidelity Small Cap Value Fund

C000019687 Fidelity Small Cap Value Fund FCPVX

C000019688 Fidelity Advisor Small Cap Value Fund: Class A FCVAX

C000019689 Fidelity Advisor Small Cap Value Fund: Class B FCVBX

C000019690 Fidelity Advisor Small Cap Value Fund: Class C FCVCX

C000019691 Fidelity Advisor Small Cap Value Fund: Class T FCVTX

C000019692 Fidelity Advisor Small Cap Value Fund: Institutional Class FCVIX

C000076774 Class F FCVFX

0000754510 S000007195 Fidelity Blue Chip Growth Fund

C000019693 Fidelity Blue Chip Growth Fund FBGRX

C000064269 Class K FBGKX

C000076775 Class F FBCFX

0000754510 S000007196 Fidelity Blue Chip Value Fund

C000019694 Fidelity Blue Chip Value Fund FBCVX

0000754510 S000007197 Fidelity Dividend Growth Fund

C000019695 Fidelity Dividend Growth Fund FDGFX

C000064270 Class K FDGKX

0000754510 S000007198 Fidelity Growth & Income Portfolio

C000019696 Fidelity Growth & Income Portfolio FGRIX

C000064271 Class K FGIKX

0000754510 S000007199 Fidelity International Real Estate Fund

C000019697 Fidelity International Real Estate Fund FIREX

C000047149 Fidelity Advisor International Real Estate Fund: Class A FIRAX

C000047150 Fidelity Advisor International Real Estate Fund: Class B FIRBX

C000047151 Fidelity Advisor International Real Estate Fund: Class C FIRCX

C000047152 Fidelity Advisor International Real Estate Fund: Class T FIRTX

C000047153 Fidelity Advisor International Real Estate Fund: Institutional Class FIRIX

0000754510 S000007200 Fidelity Leveraged Company Stock Fund

C000019698 Fidelity Leveraged Company Stock Fund FLVCX

C000064272 Class K FLCKX

0000754510 S000015587 Fidelity Series Small Cap Opportunities Fund

C000042507 Fidelity Series Small Cap Opportunities Fund FSOPX

C000076776 Class F FSOFX

N-CSRS 1 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)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(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, 2011

Item 1. Reports to Stockholders

Fidelity®

Blue Chip Growth

Fund

Semiannual Report

January 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
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.

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

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

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

Following a year in which the investment environment was volatile but generally supportive of most major asset classes, 2011 began on a positive note. U.S. equities gained ground in January, reaching their highest point since August 2008, amid indications the U.S. economy had turned a corner. Still, questions remained about the longer-term outlook, most notably persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

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, 2010 to January 31, 2011).

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	Beginning Account Value August 1, 2010	Ending Account Value January 31, 2011	Expenses Paid During Period* August 1, 2010 to January 31, 2011
Blue Chip Growth	.93%
Actual		$ 1,000.00	$ 1,231.20	$ 5.23
Hypothetical^A		$ 1,000.00	$ 1,020.52	$ 4.74
Class K	.76%
Actual		$ 1,000.00	$ 1,232.30	$ 4.28
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.87
Class F	.71%
Actual		$ 1,000.00	$ 1,232.40	$ 4.00
Hypothetical^A		$ 1,000.00	$ 1,021.63	$ 3.62

^A 5% return per year before expenses

* 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, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	6.9	6.6
Google, Inc. Class A	3.7	3.2
Exxon Mobil Corp.	3.1	2.4
QUALCOMM, Inc.	3.0	1.7
Amazon.com, Inc.	2.0	2.1
NVIDIA Corp.	1.7	0.0
Philip Morris International, Inc.	1.5	1.6
Target Corp.	1.5	1.4
The Coca-Cola Co.	1.5	1.4
Oracle Corp.	1.5	0.4
	26.4
Top Five Market Sectors as of January 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	36.7	35.1
Consumer Discretionary	16.9	15.1
Industrials	12.5	13.6
Energy	10.4	7.4
Consumer Staples	7.3	8.1

Asset Allocation (% of fund's net assets)
As of January 31, 2011*			As of July 31, 2010**
	Stocks 99.8%			Stocks 99.5%
	Short-Term Investments and Net Other Assets 0.2%			Short-Term Investments and Net Other Assets 0.5%
* Foreign investments		11.2%	** Foreign investments		8.6%

fid4978

Semiannual Report

Investments January 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 16.1%
Auto Components - 0.8%
Johnson Controls, Inc.	500,500		$ 19,214
Lear Corp. (a)	210,600		22,246
TRW Automotive Holdings Corp. (a)	773,200		46,129
Visteon Corp. (a)(d)	389,100		27,330
			114,919
Automobiles - 2.8%
Bajaj Auto Ltd.	340,995		9,271
Bayerische Motoren Werke AG (BMW)	616,358		47,320
Fiat SpA	617,600		5,995
Ford Motor Co. (a)	7,453,300		118,880
General Motors Co.	3,829,100		139,724
Hyundai Motor Co.	95,676		15,293
Maruti Suzuki India Ltd.	94,097		2,580
Tesla Motors, Inc. (a)(d)	2,272,900		54,777
			393,840
Diversified Consumer Services - 0.1%
Coinstar, Inc. (a)	293,594		12,152
Everonn Education Ltd.	325,512		4,192
			16,344
Hotels, Restaurants & Leisure - 3.4%
Bravo Brio Restaurant Group, Inc.	322,300		5,253
Chipotle Mexican Grill, Inc. (a)	119,300		26,117
Hyatt Hotels Corp. Class A (a)	469,794		22,827
Las Vegas Sands Corp. (a)	1,757,900		81,725
Marriott International, Inc. Class A	489,200		19,319
McDonald's Corp.	1,447,230		106,617
Starbucks Corp.	3,885,900		122,522
Starwood Hotels & Resorts Worldwide, Inc.	650,600		38,366
WMS Industries, Inc. (a)	739,200		31,009
Wyndham Worldwide Corp.	1,278,785		35,972
			489,727
Household Durables - 0.3%
Beazer Homes USA, Inc. (a)(d)	3,151,700		16,862
Tempur-Pedic International, Inc. (a)	575,900		25,132
			41,994
Internet & Catalog Retail - 2.7%
Amazon.com, Inc. (a)	1,709,100		289,932
E-Commerce China Dangdang, Inc. ADR	457,000		12,933
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Netflix, Inc. (a)	141,800		$ 30,357
Priceline.com, Inc. (a)	126,700		54,293
			387,515
Media - 0.2%
ReachLocal, Inc. (d)	720,300		15,703
The Walt Disney Co.	259,300		10,079
			25,782
Multiline Retail - 2.4%
Macy's, Inc.	5,266,700		121,924
Target Corp.	3,892,800		213,442
			335,366
Specialty Retail - 2.1%
Ascena Retail Group, Inc. (a)	421,000		11,413
Bed Bath & Beyond, Inc. (a)	374,400		17,971
China ZhengTong Auto Services Holdings Ltd.	2,268,000		1,882
Express, Inc.	774,100		13,469
Foot Locker, Inc.	2,721,000		48,597
Guess?, Inc.	480,800		20,569
Home Depot, Inc.	1,222,400		44,948
Limited Brands, Inc.	262,600		7,678
Lowe's Companies, Inc.	2,880,000		71,424
rue21, Inc. (a)(d)	150,000		4,425
TJX Companies, Inc.	1,072,400		50,821
Tractor Supply Co.	59,000		3,027
Williams-Sonoma, Inc.	280,600		9,035
			305,259
Textiles, Apparel & Luxury Goods - 1.3%
Cia Hering SA	254,600		3,909
Coach, Inc.	194,600		10,526
Columbia Sportswear Co. (d)	264,500		16,129
Deckers Outdoor Corp. (a)	256,300		18,810
Gitanjali Gems Ltd.	2,187,799		9,570
NIKE, Inc. Class B	154,800		12,768
Pandora A/S	325,500		20,773
Polo Ralph Lauren Corp. Class A	211,400		22,658
Provogue (India) Ltd.	2,190,561		2,170
Steven Madden Ltd. (a)	238,100		9,088
Timberland Co. Class A (a)	571,100		15,266
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Under Armour, Inc. Class A (sub. vtg.) (a)	132,800		$ 7,949
Vera Bradley, Inc. (d)	961,625		33,075
			182,691
TOTAL CONSUMER DISCRETIONARY			2,293,437
CONSUMER STAPLES - 7.3%
Beverages - 2.6%
Anheuser-Busch InBev SA NV	798,981		44,081
Central European Distribution Corp. (a)	562,800		12,911
Coca-Cola Enterprises, Inc.	454,100		11,425
Dr Pepper Snapple Group, Inc.	2,644,400		93,691
The Coca-Cola Co.	3,355,600		210,899
			373,007
Food & Staples Retailing - 2.7%
Costco Wholesale Corp.	509,400		36,595
CVS Caremark Corp.	2,281,800		78,038
Droga Raia SA	462,700		7,270
Drogasil SA	930,300		6,695
Fresh Market, Inc.	785,326		28,876
United Natural Foods, Inc. (a)	474,000		17,538
Walgreen Co.	3,265,800		132,069
Whole Foods Market, Inc.	1,360,000		70,326
			377,407
Food Products - 0.5%
Archer Daniels Midland Co.	319,500		10,438
Diamond Foods, Inc. (d)	427,800		21,292
Green Mountain Coffee Roasters, Inc. (a)(d)	961,300		32,280
Mead Johnson Nutrition Co. Class A	169,700		9,838
			73,848
Personal Products - 0.0%
Nu Skin Enterprises, Inc. Class A	139,300		4,190
Tobacco - 1.5%
Philip Morris International, Inc.	3,734,000		213,734
TOTAL CONSUMER STAPLES			1,042,186
Common Stocks - continued
	Shares		Value (000s)
ENERGY - 10.4%
Energy Equipment & Services - 3.8%
Atwood Oceanics, Inc. (a)	1,097,900		$ 44,377
Baker Hughes, Inc.	756,800		51,848
Dresser-Rand Group, Inc. (a)	276,600		12,704
Halliburton Co.	2,702,700		121,622
National Oilwell Varco, Inc.	1,109,800		82,014
Oceaneering International, Inc. (a)	292,500		22,590
Schlumberger Ltd.	1,301,200		115,794
Transocean Ltd. (a)	1,132,800		90,545
			541,494
Oil, Gas & Consumable Fuels - 6.6%
Alpha Natural Resources, Inc. (a)	885,200		47,562
Amyris, Inc.	142,400		4,494
Anadarko Petroleum Corp.	160,700		12,387
Chevron Corp.	366,700		34,811
ConocoPhillips	233,500		16,686
Exxon Mobil Corp.	5,376,400		433,768
Hess Corp.	321,400		27,036
Massey Energy Co.	2,872,053		180,537
Occidental Petroleum Corp.	1,086,600		105,052
Paladin Energy Ltd. (a)	884,432		4,310
Tesoro Corp. (a)	773,100		14,882
Uranium One, Inc.	1,982,900		12,974
Valero Energy Corp.	852,100		21,609
Whiting Petroleum Corp. (a)	125,800		15,886
			931,994
TOTAL ENERGY			1,473,488
FINANCIALS - 5.7%
Capital Markets - 1.5%
BlackRock, Inc. Class A	177,200		35,089
Goldman Sachs Group, Inc.	201,700		33,002
Invesco Ltd.	289,800		7,170
Money Matters Financial Services Ltd.	1,633,500		4,408
Morgan Stanley	4,198,400		123,433
TD Ameritrade Holding Corp.	841,700		17,188
			220,290
Commercial Banks - 0.6%
HDFC Bank Ltd.	252,493		11,305
ICICI Bank Ltd.	666,777		14,980
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
Regions Financial Corp.	1,070,500		$ 7,601
SunTrust Banks, Inc.	1,236,300		37,621
Synovus Financial Corp.	3,843,600		10,147
			81,654
Consumer Finance - 0.5%
Discover Financial Services	1,400,200		28,830
Green Dot Corp.	214,800		13,513
Manappuram General Finance & Leasing Ltd.	3,328,852		8,416
Shriram Transport Finance Co. Ltd.	1,309,840		19,630
			70,389
Diversified Financial Services - 2.5%
Bank of America Corp.	2,236,300		30,704
Citigroup, Inc. (a)	33,307,200		160,541
CME Group, Inc.	205,600		63,440
IntercontinentalExchange, Inc. (a)	163,900		19,748
JPMorgan Chase & Co.	1,795,300		80,681
			355,114
Insurance - 0.3%
Genworth Financial, Inc. Class A (a)	3,172,300		43,048
Real Estate Management & Development - 0.3%
CB Richard Ellis Group, Inc. Class A (a)	858,600		19,052
Parsvnath Developers Ltd. (a)(e)	21,771,340		22,306
			41,358
Thrifts & Mortgage Finance - 0.0%
Housing Development Finance Corp. Ltd.	335,144		4,595
TOTAL FINANCIALS			816,448
HEALTH CARE - 6.7%
Biotechnology - 2.0%
Alkermes, Inc. (a)	917,100		11,840
Amgen, Inc. (a)	476,700		26,257
Amylin Pharmaceuticals, Inc. (a)	1,832,100		29,643
ARIAD Pharmaceuticals, Inc. (a)	885,726		5,647
Dendreon Corp. (a)	735,781		25,782
Exelixis, Inc. (a)	1,194,000		10,352
Gilead Sciences, Inc. (a)	890,200		34,166
Human Genome Sciences, Inc. (a)	1,012,500		24,563
InterMune, Inc. (a)	399,463		14,928
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Micromet, Inc. (a)	1,322,420		$ 8,503
SIGA Technologies, Inc. (a)	918,000		10,534
Theravance, Inc. (a)	208,800		4,393
Vertex Pharmaceuticals, Inc. (a)	2,001,500		77,838
			284,446
Health Care Equipment & Supplies - 0.4%
C. R. Bard, Inc.	91,200		8,605
Covidien PLC	477,000		22,643
Edwards Lifesciences Corp. (a)	165,100		13,916
Elekta AB (B Shares)	135,000		5,458
Opto Circuits India Ltd.	1,026,246		5,476
William Demant Holding AS (a)	126,000		10,089
			66,187
Health Care Providers & Services - 2.7%
Express Scripts, Inc. (a)	3,314,380		186,699
McKesson Corp.	1,379,100		103,667
Medco Health Solutions, Inc. (a)	1,539,900		93,965
			384,331
Health Care Technology - 0.5%
Allscripts-Misys Healthcare Solutions, Inc. (a)	597,100		12,605
Cerner Corp. (a)	489,100		48,348
SXC Health Solutions Corp. (a)	163,800		7,886
			68,839
Life Sciences Tools & Services - 0.7%
Agilent Technologies, Inc. (a)	1,396,255		58,405
Covance, Inc. (a)	126,400		7,126
Illumina, Inc. (a)	391,000		27,112
Thermo Fisher Scientific, Inc. (a)	74,500		4,267
			96,910
Pharmaceuticals - 0.4%
Allergan, Inc.	161,300		11,389
AVANIR Pharmaceuticals Class A (a)(d)	1,264,000		5,119
Novo Nordisk AS Series B	76,779		8,643
Perrigo Co.	50,000		3,637
Questcor Pharmaceuticals, Inc. (a)	181,600		2,808
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Ranbaxy Laboratories Ltd. (a)	560,099		$ 6,659
Teva Pharmaceutical Industries Ltd. sponsored ADR	269,300		14,717
			52,972
TOTAL HEALTH CARE			953,685
INDUSTRIALS - 12.5%
Aerospace & Defense - 3.7%
Bombardier, Inc. Class B (sub. vtg.)	4,930,700		28,074
Honeywell International, Inc.	746,800		41,828
Precision Castparts Corp.	954,700		136,513
Rockwell Collins, Inc.	398,700		25,573
The Boeing Co.	1,665,800		115,740
United Technologies Corp.	2,201,300		178,966
			526,694
Air Freight & Logistics - 0.5%
United Parcel Service, Inc. Class B	1,008,600		72,236
Airlines - 0.5%
Copa Holdings SA Class A	216,000		12,150
United Continental Holdings, Inc. (a)	2,587,455		65,721
			77,871
Building Products - 0.3%
Armstrong World Industries, Inc.	670,000		27,209
Lennox International, Inc.	196,000		9,631
			36,840
Construction & Engineering - 1.2%
Fluor Corp.	1,360,600		94,140
Jacobs Engineering Group, Inc. (a)	968,471		49,750
Shaw Group, Inc. (a)	616,400		23,281
			167,171
Electrical Equipment - 0.8%
Emerson Electric Co.	1,044,700		61,512
Polypore International, Inc. (a)	539,800		25,991
Regal-Beloit Corp.	108,300		7,228
Rockwell Automation, Inc.	295,100		23,906
			118,637
Industrial Conglomerates - 0.1%
Textron, Inc.	572,000		15,038
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - 4.0%
Beml Ltd.	504,883		$ 9,586
Caterpillar, Inc.	1,237,200		120,021
Cummins, Inc.	892,900		94,540
Danaher Corp.	1,490,300		68,643
Dover Corp.	513,100		32,890
Fiat Industrial SpA (a)	617,600		8,358
Ingersoll-Rand Co. Ltd.	2,120,100		100,069
PACCAR, Inc.	1,208,600		68,274
Pall Corp.	686,200		38,022
Parker Hannifin Corp.	168,600		15,075
WABCO Holdings, Inc. (a)	294,200		17,181
			572,659
Professional Services - 0.1%
Manpower, Inc.	285,800		18,454
Road & Rail - 1.2%
CSX Corp.	664,500		46,914
Kansas City Southern (a)	100,000		4,998
Swift Transporation Co.	1,145,300		16,366
Union Pacific Corp.	1,004,500		95,056
			163,334
Trading Companies & Distributors - 0.1%
Mills Estruturas e Servicos de Engenharia SA	827,400		10,365
TOTAL INDUSTRIALS			1,779,299
INFORMATION TECHNOLOGY - 36.7%
Communications Equipment - 5.1%
Acme Packet, Inc. (a)	464,200		24,965
Ciena Corp. (a)	373,700		8,233
Cisco Systems, Inc. (a)	4,640,200		98,140
HTC Corp.	1,787,000		60,244
Juniper Networks, Inc. (a)	1,955,400		72,584
Motorola Mobility Holdings, Inc. (a)	527,651		14,706
QUALCOMM, Inc.	7,794,600		421,922
Research In Motion Ltd. (a)	564,700		33,379
			734,173
Computers & Peripherals - 9.5%
Apple, Inc. (a)	2,886,200		979,345
EMC Corp. (a)	3,529,900		87,859
Hewlett-Packard Co.	946,200		43,232
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
NetApp, Inc. (a)	2,039,100		$ 111,600
SanDisk Corp. (a)	763,700		34,649
Seagate Technology (a)	2,907,600		40,706
Western Digital Corp. (a)	1,463,200		49,778
			1,347,169
Electronic Equipment & Components - 0.3%
HLS Systems International Ltd. (a)	50,000		803
Jabil Circuit, Inc.	1,833,400		37,053
TPK Holdings Co.	16,000		391
			38,247
Internet Software & Services - 6.9%
Akamai Technologies, Inc. (a)	2,271,600		109,764
Alibaba.com Ltd.	4,368,000		8,628
Baidu.com, Inc. sponsored ADR (a)	600,400		65,221
Bitauto Holdings Ltd. ADR	1,106,400		11,993
Demand Media, Inc. (a)	286,500		5,810
eBay, Inc. (a)	3,717,518		112,864
Google, Inc. Class A (a)	884,200		530,838
INFO Edge India Ltd.	293,110		3,487
Mail.ru Group Ltd. GDR unit (a)(f)	764,100		27,202
OpenTable, Inc. (a)	264,051		20,760
Rackspace Hosting, Inc. (a)	2,061,200		69,071
VistaPrint Ltd. (a)	138,400		7,009
YouKu.com, Inc. ADR (a)(d)	411,900		12,205
			984,852
IT Services - 2.9%
Accenture PLC Class A	548,000		28,206
Cognizant Technology Solutions Corp. Class A (a)	1,141,900		83,302
MasterCard, Inc. Class A	543,600		128,567
VeriFone Systems, Inc. (a)	362,700		14,486
Visa, Inc. Class A	2,310,200		161,367
			415,928
Semiconductors & Semiconductor Equipment - 6.3%
Altera Corp.	188,300		7,074
Applied Materials, Inc.	1,867,200		29,296
Atmel Corp. (a)	2,932,500		39,706
Avago Technologies Ltd.	3,661,100		105,110
Broadcom Corp. Class A	2,335,100		105,290
GT Solar International, Inc. (a)(d)	1,761,900		19,460
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Lam Research Corp. (a)	701,200		$ 34,983
Marvell Technology Group Ltd. (a)	4,307,800		81,891
Maxim Integrated Products, Inc.	1,000,800		25,841
Micron Technology, Inc. (a)	895,000		9,433
National Semiconductor Corp.	3,163,000		47,951
NVIDIA Corp. (a)	9,794,422		234,283
NXP Semiconductors NV	2,790,200		71,820
Silicon Laboratories, Inc. (a)	364,700		16,222
Skyworks Solutions, Inc. (a)	974,800		30,969
Spreadtrum Communications, Inc. ADR (a)	720,700		15,495
Teradyne, Inc. (a)	1,000,000		16,680
			891,504
Software - 5.7%
Adobe Systems, Inc. (a)	252,300		8,339
BMC Software, Inc. (a)	181,100		8,638
BroadSoft, Inc. (a)	930,000		25,770
Check Point Software Technologies Ltd. (a)	1,510,800		67,306
Citrix Systems, Inc. (a)	913,600		57,721
Informatica Corp. (a)	1,193,700		55,388
Intuit, Inc. (a)	712,600		33,442
Microsoft Corp.	54,500		1,511
Nuance Communications, Inc. (a)	1,387,000		28,198
Oracle Corp.	6,488,000		207,811
QLIK Technologies, Inc.	961,763		22,323
RealPage, Inc.	1,106,300		30,302
Red Hat, Inc. (a)	2,268,900		93,751
Rovi Corp. (a)	456,600		28,200
salesforce.com, Inc. (a)	722,518		93,306
SuccessFactors, Inc. (a)	199,100		5,798
Velti Ltd. (a)	298,100		4,239
VMware, Inc. Class A (a)	417,900		35,739
			807,782
TOTAL INFORMATION TECHNOLOGY			5,219,655
MATERIALS - 3.5%
Chemicals - 1.5%
Cabot Corp.	439,900		19,026
Celanese Corp. Class A	436,600		18,115
CF Industries Holdings, Inc.	504,600		68,141
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Grasim Industries Ltd.	176,744		$ 9,382
LyondellBasell Industries NV Class A (a)	1,460,600		52,494
Methanex Corp.	228,300		6,207
Monsanto Co.	98,200		7,206
PPG Industries, Inc.	51,300		4,324
Rockwood Holdings, Inc. (a)	384,600		15,611
Sherwin-Williams Co.	51,200		4,338
Valspar Corp.	118,200		4,417
			209,261
Construction Materials - 0.0%
ACC Ltd.	150,000		3,246
Containers & Packaging - 0.1%
Ball Corp.	220,500		15,684
Metals & Mining - 1.9%
Allegheny Technologies, Inc.	66,300		4,322
Carpenter Technology Corp.	699,325		28,777
Freeport-McMoRan Copper & Gold, Inc.	708,700		77,071
Reliance Steel & Aluminum Co.	502,700		26,286
Silver Wheaton Corp. (a)	260,500		8,038
Stillwater Mining Co. (a)	393,700		8,535
United States Steel Corp. (d)	1,705,100		98,333
Walter Energy, Inc.	188,000		24,491
			275,853
TOTAL MATERIALS			504,044
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
NII Holdings, Inc. (a)	460,200		19,319
TOTAL COMMON STOCKS (Cost $10,352,785)		14,101,561
Nonconvertible Preferred Stocks - 0.8%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 0.8%
Automobiles - 0.8%
Porsche Automobil Holding SE	416,200		$ 38,654
Volkswagen AG	469,600		75,860
			114,514
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $77,268)		114,514
Money Market Funds - 1.5%

Fidelity Cash Central Fund, 0.19% (b)	49,595,621		49,596
Fidelity Securities Lending Cash Central Fund, 0.21% (b)(c)	159,497,250		159,497
TOTAL MONEY MARKET FUNDS (Cost $209,093)		209,093
TOTAL INVESTMENT PORTFOLIO - 101.3% (Cost $10,639,146)			14,425,168
NET OTHER ASSETS (LIABILITIES) - (1.3)%			(189,793)
NET ASSETS - 100%		$ 14,235,375

Legend

(a) Non-income producing

(b) Affiliated fund that is 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 $27,202,000 or 0.2% of net assets.

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	$ 35
Fidelity Securities Lending Cash Central Fund	472
Total	$ 507

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:

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Furniture Brands International, Inc.	$ 16,160	$ -	$ 14,466	$ -	$ -
Parsvnath Developers Ltd.	18,023	14,168	-	-	22,306
Total	$ 34,183	$ 14,168	$ 14,466	$ -	$ 22,306

Other Information

The following is a summary of the inputs used, as of January 31, 2011, 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 Security 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	$ 2,407,951	$ 2,405,371	$ 2,580	$ -
Consumer Staples	1,042,186	998,105	44,081	-
Energy	1,473,488	1,473,488	-	-
Financials	816,448	790,163	26,285	-
Health Care	953,685	945,042	8,643	-
Industrials	1,779,299	1,779,299	-	-
Information Technology	5,219,655	5,219,655	-	-
Materials	504,044	494,662	9,382	-
Telecommunication Services	19,319	19,319	-	-
Money Market Funds	209,093	209,093	-	-
Total Investments in Securities:	$ 14,425,168	$ 14,334,197	$ 90,971	$ -

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:
Beginning Balance	$ 6,774
Total Realized Gain (Loss)	(1,136)
Total Unrealized Gain (Loss)	174
Cost of Purchases	-
Proceeds of Sales	(5,812)
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ -
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2011	$ -

The information used in the above reconciliation 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 reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

United States of America	88.8%
Ireland	1.3%
Germany	1.1%
India	1.1%
Others (Individually Less Than 1%)	7.7%
	100.0%

Income Tax Information

At July 31, 2010, the Fund had a capital loss carryforward of approximately $1,028,059,000 of which $671,371,000 and $356,688,000 will expire in fiscal 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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, 2011 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $158,006) - See accompanying schedule: Unaffiliated issuers (cost $10,399,202)	$ 14,193,769
Fidelity Central Funds (cost $209,093)	209,093
Other affiliated issuers (cost $30,851)	22,306
Total Investments (cost $10,639,146)		$ 14,425,168
Foreign currency held at value (cost $820)		820
Receivable for investments sold		265,133
Receivable for fund shares sold		32,727
Dividends receivable		2,801
Distributions receivable from Fidelity Central Funds		191
Prepaid expenses		30
Other receivables		946
Total assets		14,727,816

Liabilities
Payable to custodian bank	$ 374
Payable for investments purchased	306,929
Payable for fund shares redeemed	14,250
Accrued management fee	8,434
Other affiliated payables	2,379
Other payables and accrued expenses	578
Collateral on securities loaned, at value	159,497
Total liabilities		492,441

Net Assets		$ 14,235,375
Net Assets consist of:
Paid in capital		$ 10,921,318
Accumulated net investment loss		(10,769)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(461,169)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,785,995
Net Assets		$ 14,235,375

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, 2011 (Unaudited)

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($12,293,630 ÷ 265,604 shares)		$ 46.29

Class K: Net Asset Value, offering price and redemption price per share ($1,237,872 ÷ 26,745 shares)		$ 46.28

Class F: Net Asset Value, offering price and redemption price per share ($703,873 ÷ 15,201 shares)		$ 46.30

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, 2011 (Unaudited)

Investment Income
Dividends		$ 52,561
Interest		3
Income from Fidelity Central Funds		507
Total income		53,071

Expenses
Management fee Basic fee	$ 35,632
Performance adjustment	8,114
Transfer agent fees	13,009
Accounting and security lending fees	712
Custodian fees and expenses	271
Independent trustees' compensation	35
Registration fees	74
Audit	66
Legal	43
Interest	12
Miscellaneous	63
Total expenses before reductions	58,031
Expense reductions	(894)	57,137
Net investment income (loss)		(4,066)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	664,639
Other affiliated issuers	(10,044)
Foreign currency transactions	(1,905)
Total net realized gain (loss)		652,690
Change in net unrealized appreciation (depreciation) on: Investment securities (net of decrease in deferred foreign taxes of $49)	1,984,810
Assets and liabilities in foreign currencies	148
Total change in net unrealized appreciation (depreciation)		1,984,958
Net gain (loss)		2,637,648
Net increase (decrease) in net assets resulting from operations		$ 2,633,582

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, 2011 (Unaudited)	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (4,066)	$ 13,622
Net realized gain (loss)	652,690	1,055,028
Change in net unrealized appreciation (depreciation)	1,984,958	793,347
Net increase (decrease) in net assets resulting from operations	2,633,582	1,861,997
Distributions to shareholders from net investment income	(8,765)	(57,433)
Distributions to shareholders from net realized gain	(6,091)	-
Total distributions	(14,856)	(57,433)
Share transactions - net increase (decrease)	68,429	(538,131)
Total increase (decrease) in net assets	2,687,155	1,266,433

Net Assets
Beginning of period	11,548,220	10,281,787
End of period (including accumulated net investment loss of $10,769 and undistributed net investment income of $2,062, respectively)	$ 14,235,375	$ 11,548,220

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

Semiannual Report

Financial Highlights - Blue Chip Growth

	Six months ended January 31, 2011	Years ended July 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 37.63	$ 31.97	$ 39.06	$ 46.88	$ 41.54	$ 42.60
Income from Investment Operations
Net investment income (loss) ^D	(.02)	.04	.27	.35	.32	.23
Net realized and unrealized gain (loss)	8.72	5.80	(6.36)	(2.89)	6.19	(1.06)
Total from investment operations	8.70	5.84	(6.09)	(2.54)	6.51	(.83)
Distributions from net investment income	(.02)	(.18)	(.29)	(.33)	(.24)	(.23)
Distributions from net realized gain	(.02)	-	(.71)	(4.95)	(.93)	-
Total distributions	(.04)	(.18)	(1.00)	(5.28)	(1.17)	(.23)
Net asset value, end of period	$ 46.29	$ 37.63	$ 31.97	$ 39.06	$ 46.88	$ 41.54
Total Return ^{B, C}	23.12%	18.29%	(15.85)%	(6.30)%	16.02%	(1.97)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.93% ^A	.94%	.76%	.58%	.60%	.63%
Expenses net of fee waivers, if any	.93% ^A	.94%	.76%	.58%	.60%	.63%
Expenses net of all reductions	.92% ^A	.93%	.76%	.57%	.59%	.61%
Net investment income (loss)	(.09)% ^A	.10%	.93%	.81%	.72%	.54%
Supplemental Data
Net assets, end of period (in millions)	$ 12,294	$ 10,295	$ 9,691	$ 13,349	$ 18,616	$ 19,571
Portfolio turnover rate ^F	126% ^A	135%	134%	82%	87%	48%

^A Annualized

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

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

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

^E Fees and expenses of the 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 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, 2011	Years ended July 31,
	(Unaudited)	2010	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.66	$ 32.01	$ 39.07	$ 41.81
Income from Investment Operations
Net investment income (loss) ^D	.02	.11	.32	.10
Net realized and unrealized gain (loss)	8.72	5.79	(6.33)	(2.84)
Total from investment operations	8.74	5.90	(6.01)	(2.74)
Distributions from net investment income	(.10)	(.25)	(.34)	-
Distributions from net realized gain	(.02)	-	(.71)	-
Total distributions	(.12)	(.25)	(1.05)	-
Net asset value, end of period	$ 46.28	$ 37.66	$ 32.01	$ 39.07
Total Return^{B, C}	23.23%	18.48%	(15.61)%	(6.55)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.76% ^A	.75%	.53%	.41% ^A
Expenses net of fee waivers, if any	.76% ^A	.75%	.53%	.41% ^A
Expenses net of all reductions	.74% ^A	.74%	.52%	.41% ^A
Net investment income (loss)	.09% ^A	.30%	1.16%	1.09% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,237,872	$ 931,601	$ 590,673	$ 93
Portfolio turnover rate ^F	126% ^A	135%	134%	82%

^A Annualized

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

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

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

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

^G For the period May 9, 2008 (commencement of sale of shares) to July 31, 2008.

^H 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. 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 F

	Six months ended January 31, 2011	Years ended July 31,
	(Unaudited)	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.03	.13	- ^I
Net realized and unrealized gain (loss)	8.71	5.80	2.82
Total from investment operations	8.74	5.93	2.82
Distributions from net investment income	(.11)	(.22)	-
Distributions from net realized gain	(.02)	-	-
Total distributions	(.13)	(.22)	-
Net asset value, end of period	$ 46.30	$ 37.69	$ 31.98
Total Return ^{B, C}	23.24%	18.59%	9.67%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.71% ^A	.70%	.51%^A
Expenses net of fee waivers, if any	.71%^A	.70%	.51%^A
Expenses net of all reductions	.69%^A	.68%	.51%^A
Net investment income (loss)	.14%^A	.35%	(.05)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 703,873	$ 321,409	$ 261
Portfolio turnover rate ^F	126%^A	135%	134%

^A Annualized

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

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

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

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

^G For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

^I Amount represents less than $.01 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, 2011 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

Fidelity Blue Chip Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Blue Chip Growth, Class K and Class F 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. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated 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.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by FMR 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 FMR.

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

Semiannual Report

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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, 2011, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. 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 an independent pricing service 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 significant 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 are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

observable inputs are limited, assumptions about market activity and risk are used and are 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 each business day and are categorized as Level 1 in the hierarchy.

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

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

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. 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. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

3. Significant Accounting Policies - continued

Expenses. 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.

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. 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.

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. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 3,858,280
Gross unrealized depreciation	(125,852)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,732,428
Tax cost	$ 10,692,740

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Operating Policies.

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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $8,032,085 and $7,929,304, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Blue Chip Growth as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .69% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, 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 Blue Chip Growth. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Semiannual Report

6. 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 Average Net Assets*
Blue Chip Growth	$ 12,731	.23
Class K	278	.05
	$ 13,009

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the 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. The commissions paid to these affiliated firms were $269 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, 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 Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 19,315	.47%	$ 10

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 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 $22 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. The lending agent 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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 $1,013. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and 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 $472, including $22 from securities loaned to FCM.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $27,562. The weighted average interest rate was .69%. The interest expense amounted to $2 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Semiannual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2011	Year ended July 31, 2010
From net investment income
Blue Chip Growth	$ 5,059	$ 52,296
Class K	2,396	4,902
Class F	1,310	235
Total	$ 8,765	$ 57,433
From net realized gain
Blue Chip Growth	$ 5,301	$ -
Class K	520	-
Class F	270	-
Total	$ 6,091	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2011	Year ended July 31, 2010 ^A	Six months ended January 31, 2011	Year ended July 31, 2010 ^A
Blue Chip Growth
Shares sold	24,844	41,698	$ 1,071,524	$ 1,553,486
Conversion to Class K	-	(604)	-	(19,981)
Reinvestment of distributions	232	1,459	10,166	51,338
Shares redeemed	(33,085)	(72,051)	(1,382,230)	(2,676,741)
Net increase (decrease)	(8,009)	(29,498)	$ (300,540)	$ (1,091,898)
Class K
Shares sold	6,451	11,377	$ 271,887	$ 427,050
Conversion from Blue Chip Growth	-	603	-	19,981
Reinvestment of distributions	70	139	2,916	4,902
Shares redeemed	(4,511)	(5,839)	(188,331)	(218,811)
Net increase (decrease)	2,010	6,280	$ 86,472	$ 233,122
Class F
Shares sold	7,100	8,796	$ 301,794	$ 331,309
Reinvestment of distributions	38	6	1,580	235
Shares redeemed	(465)	(282)	(20,877)	(10,900)
Net increase (decrease)	6,673	8,520	$ 282,497	$ 320,644

^A Conversion transactions for Class K and Blue Chip Growth are presented for the period August 1, 2009 through August 31, 2009.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

13. 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

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)
Fidelity Automated
Service Telephone (FAST®)
1-800-544-5555

Press

fid4980 For mutual fund and brokerage trading.

fid4982 For quotes.*

fid4984 For account balances and holdings.

fid4986 To review orders and mutual
fund activity.

fid4988 To change your PIN.

fid4990 fid4992 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)
Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Semiannual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)
Making Changes
To Your Account

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

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

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

(letter_graphic)
For Retirement
Accounts

Buying shares

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

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

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®) fid4994
1-800-544-5555

Automated line for quickest service

BCF-USAN-0311
1.789282.108

fid4997

Fidelity®

Blue Chip Growth

Fund -
Class F

Semiannual Report

January 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
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.

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

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, 2010 to January 31, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2010	Ending Account Value January 31, 2011	Expenses Paid During Period* August 1, 2010 to January 31, 2011
Blue Chip Growth	.93%
Actual		$ 1,000.00	$ 1,231.20	$ 5.23
Hypothetical^A		$ 1,000.00	$ 1,020.52	$ 4.74
Class K	.76%
Actual		$ 1,000.00	$ 1,232.30	$ 4.28
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.87
Class F	.71%
Actual		$ 1,000.00	$ 1,232.40	$ 4.00
Hypothetical^A		$ 1,000.00	$ 1,021.63	$ 3.62

^A 5% return per year before expenses

* 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, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	6.9	6.6
Google, Inc. Class A	3.7	3.2
Exxon Mobil Corp.	3.1	2.4
QUALCOMM, Inc.	3.0	1.7
Amazon.com, Inc.	2.0	2.1
NVIDIA Corp.	1.7	0.0
Philip Morris International, Inc.	1.5	1.6
Target Corp.	1.5	1.4
The Coca-Cola Co.	1.5	1.4
Oracle Corp.	1.5	0.4
	26.4
Top Five Market Sectors as of January 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	36.7	35.1
Consumer Discretionary	16.9	15.1
Industrials	12.5	13.6
Energy	10.4	7.4
Consumer Staples	7.3	8.1

Asset Allocation (% of fund's net assets)
As of January 31, 2011*			As of July 31, 2010**
	Stocks 99.8%			Stocks 99.5%
	Short-Term Investments and Net Other Assets 0.2%			Short-Term Investments and Net Other Assets 0.5%
* Foreign investments		11.2%	** Foreign investments		8.6%

fid5010

Semiannual Report

Investments January 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 16.1%
Auto Components - 0.8%
Johnson Controls, Inc.	500,500		$ 19,214
Lear Corp. (a)	210,600		22,246
TRW Automotive Holdings Corp. (a)	773,200		46,129
Visteon Corp. (a)(d)	389,100		27,330
			114,919
Automobiles - 2.8%
Bajaj Auto Ltd.	340,995		9,271
Bayerische Motoren Werke AG (BMW)	616,358		47,320
Fiat SpA	617,600		5,995
Ford Motor Co. (a)	7,453,300		118,880
General Motors Co.	3,829,100		139,724
Hyundai Motor Co.	95,676		15,293
Maruti Suzuki India Ltd.	94,097		2,580
Tesla Motors, Inc. (a)(d)	2,272,900		54,777
			393,840
Diversified Consumer Services - 0.1%
Coinstar, Inc. (a)	293,594		12,152
Everonn Education Ltd.	325,512		4,192
			16,344
Hotels, Restaurants & Leisure - 3.4%
Bravo Brio Restaurant Group, Inc.	322,300		5,253
Chipotle Mexican Grill, Inc. (a)	119,300		26,117
Hyatt Hotels Corp. Class A (a)	469,794		22,827
Las Vegas Sands Corp. (a)	1,757,900		81,725
Marriott International, Inc. Class A	489,200		19,319
McDonald's Corp.	1,447,230		106,617
Starbucks Corp.	3,885,900		122,522
Starwood Hotels & Resorts Worldwide, Inc.	650,600		38,366
WMS Industries, Inc. (a)	739,200		31,009
Wyndham Worldwide Corp.	1,278,785		35,972
			489,727
Household Durables - 0.3%
Beazer Homes USA, Inc. (a)(d)	3,151,700		16,862
Tempur-Pedic International, Inc. (a)	575,900		25,132
			41,994
Internet & Catalog Retail - 2.7%
Amazon.com, Inc. (a)	1,709,100		289,932
E-Commerce China Dangdang, Inc. ADR	457,000		12,933
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Netflix, Inc. (a)	141,800		$ 30,357
Priceline.com, Inc. (a)	126,700		54,293
			387,515
Media - 0.2%
ReachLocal, Inc. (d)	720,300		15,703
The Walt Disney Co.	259,300		10,079
			25,782
Multiline Retail - 2.4%
Macy's, Inc.	5,266,700		121,924
Target Corp.	3,892,800		213,442
			335,366
Specialty Retail - 2.1%
Ascena Retail Group, Inc. (a)	421,000		11,413
Bed Bath & Beyond, Inc. (a)	374,400		17,971
China ZhengTong Auto Services Holdings Ltd.	2,268,000		1,882
Express, Inc.	774,100		13,469
Foot Locker, Inc.	2,721,000		48,597
Guess?, Inc.	480,800		20,569
Home Depot, Inc.	1,222,400		44,948
Limited Brands, Inc.	262,600		7,678
Lowe's Companies, Inc.	2,880,000		71,424
rue21, Inc. (a)(d)	150,000		4,425
TJX Companies, Inc.	1,072,400		50,821
Tractor Supply Co.	59,000		3,027
Williams-Sonoma, Inc.	280,600		9,035
			305,259
Textiles, Apparel & Luxury Goods - 1.3%
Cia Hering SA	254,600		3,909
Coach, Inc.	194,600		10,526
Columbia Sportswear Co. (d)	264,500		16,129
Deckers Outdoor Corp. (a)	256,300		18,810
Gitanjali Gems Ltd.	2,187,799		9,570
NIKE, Inc. Class B	154,800		12,768
Pandora A/S	325,500		20,773
Polo Ralph Lauren Corp. Class A	211,400		22,658
Provogue (India) Ltd.	2,190,561		2,170
Steven Madden Ltd. (a)	238,100		9,088
Timberland Co. Class A (a)	571,100		15,266
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Under Armour, Inc. Class A (sub. vtg.) (a)	132,800		$ 7,949
Vera Bradley, Inc. (d)	961,625		33,075
			182,691
TOTAL CONSUMER DISCRETIONARY			2,293,437
CONSUMER STAPLES - 7.3%
Beverages - 2.6%
Anheuser-Busch InBev SA NV	798,981		44,081
Central European Distribution Corp. (a)	562,800		12,911
Coca-Cola Enterprises, Inc.	454,100		11,425
Dr Pepper Snapple Group, Inc.	2,644,400		93,691
The Coca-Cola Co.	3,355,600		210,899
			373,007
Food & Staples Retailing - 2.7%
Costco Wholesale Corp.	509,400		36,595
CVS Caremark Corp.	2,281,800		78,038
Droga Raia SA	462,700		7,270
Drogasil SA	930,300		6,695
Fresh Market, Inc.	785,326		28,876
United Natural Foods, Inc. (a)	474,000		17,538
Walgreen Co.	3,265,800		132,069
Whole Foods Market, Inc.	1,360,000		70,326
			377,407
Food Products - 0.5%
Archer Daniels Midland Co.	319,500		10,438
Diamond Foods, Inc. (d)	427,800		21,292
Green Mountain Coffee Roasters, Inc. (a)(d)	961,300		32,280
Mead Johnson Nutrition Co. Class A	169,700		9,838
			73,848
Personal Products - 0.0%
Nu Skin Enterprises, Inc. Class A	139,300		4,190
Tobacco - 1.5%
Philip Morris International, Inc.	3,734,000		213,734
TOTAL CONSUMER STAPLES			1,042,186
Common Stocks - continued
	Shares		Value (000s)
ENERGY - 10.4%
Energy Equipment & Services - 3.8%
Atwood Oceanics, Inc. (a)	1,097,900		$ 44,377
Baker Hughes, Inc.	756,800		51,848
Dresser-Rand Group, Inc. (a)	276,600		12,704
Halliburton Co.	2,702,700		121,622
National Oilwell Varco, Inc.	1,109,800		82,014
Oceaneering International, Inc. (a)	292,500		22,590
Schlumberger Ltd.	1,301,200		115,794
Transocean Ltd. (a)	1,132,800		90,545
			541,494
Oil, Gas & Consumable Fuels - 6.6%
Alpha Natural Resources, Inc. (a)	885,200		47,562
Amyris, Inc.	142,400		4,494
Anadarko Petroleum Corp.	160,700		12,387
Chevron Corp.	366,700		34,811
ConocoPhillips	233,500		16,686
Exxon Mobil Corp.	5,376,400		433,768
Hess Corp.	321,400		27,036
Massey Energy Co.	2,872,053		180,537
Occidental Petroleum Corp.	1,086,600		105,052
Paladin Energy Ltd. (a)	884,432		4,310
Tesoro Corp. (a)	773,100		14,882
Uranium One, Inc.	1,982,900		12,974
Valero Energy Corp.	852,100		21,609
Whiting Petroleum Corp. (a)	125,800		15,886
			931,994
TOTAL ENERGY			1,473,488
FINANCIALS - 5.7%
Capital Markets - 1.5%
BlackRock, Inc. Class A	177,200		35,089
Goldman Sachs Group, Inc.	201,700		33,002
Invesco Ltd.	289,800		7,170
Money Matters Financial Services Ltd.	1,633,500		4,408
Morgan Stanley	4,198,400		123,433
TD Ameritrade Holding Corp.	841,700		17,188
			220,290
Commercial Banks - 0.6%
HDFC Bank Ltd.	252,493		11,305
ICICI Bank Ltd.	666,777		14,980
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
Regions Financial Corp.	1,070,500		$ 7,601
SunTrust Banks, Inc.	1,236,300		37,621
Synovus Financial Corp.	3,843,600		10,147
			81,654
Consumer Finance - 0.5%
Discover Financial Services	1,400,200		28,830
Green Dot Corp.	214,800		13,513
Manappuram General Finance & Leasing Ltd.	3,328,852		8,416
Shriram Transport Finance Co. Ltd.	1,309,840		19,630
			70,389
Diversified Financial Services - 2.5%
Bank of America Corp.	2,236,300		30,704
Citigroup, Inc. (a)	33,307,200		160,541
CME Group, Inc.	205,600		63,440
IntercontinentalExchange, Inc. (a)	163,900		19,748
JPMorgan Chase & Co.	1,795,300		80,681
			355,114
Insurance - 0.3%
Genworth Financial, Inc. Class A (a)	3,172,300		43,048
Real Estate Management & Development - 0.3%
CB Richard Ellis Group, Inc. Class A (a)	858,600		19,052
Parsvnath Developers Ltd. (a)(e)	21,771,340		22,306
			41,358
Thrifts & Mortgage Finance - 0.0%
Housing Development Finance Corp. Ltd.	335,144		4,595
TOTAL FINANCIALS			816,448
HEALTH CARE - 6.7%
Biotechnology - 2.0%
Alkermes, Inc. (a)	917,100		11,840
Amgen, Inc. (a)	476,700		26,257
Amylin Pharmaceuticals, Inc. (a)	1,832,100		29,643
ARIAD Pharmaceuticals, Inc. (a)	885,726		5,647
Dendreon Corp. (a)	735,781		25,782
Exelixis, Inc. (a)	1,194,000		10,352
Gilead Sciences, Inc. (a)	890,200		34,166
Human Genome Sciences, Inc. (a)	1,012,500		24,563
InterMune, Inc. (a)	399,463		14,928
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Micromet, Inc. (a)	1,322,420		$ 8,503
SIGA Technologies, Inc. (a)	918,000		10,534
Theravance, Inc. (a)	208,800		4,393
Vertex Pharmaceuticals, Inc. (a)	2,001,500		77,838
			284,446
Health Care Equipment & Supplies - 0.4%
C. R. Bard, Inc.	91,200		8,605
Covidien PLC	477,000		22,643
Edwards Lifesciences Corp. (a)	165,100		13,916
Elekta AB (B Shares)	135,000		5,458
Opto Circuits India Ltd.	1,026,246		5,476
William Demant Holding AS (a)	126,000		10,089
			66,187
Health Care Providers & Services - 2.7%
Express Scripts, Inc. (a)	3,314,380		186,699
McKesson Corp.	1,379,100		103,667
Medco Health Solutions, Inc. (a)	1,539,900		93,965
			384,331
Health Care Technology - 0.5%
Allscripts-Misys Healthcare Solutions, Inc. (a)	597,100		12,605
Cerner Corp. (a)	489,100		48,348
SXC Health Solutions Corp. (a)	163,800		7,886
			68,839
Life Sciences Tools & Services - 0.7%
Agilent Technologies, Inc. (a)	1,396,255		58,405
Covance, Inc. (a)	126,400		7,126
Illumina, Inc. (a)	391,000		27,112
Thermo Fisher Scientific, Inc. (a)	74,500		4,267
			96,910
Pharmaceuticals - 0.4%
Allergan, Inc.	161,300		11,389
AVANIR Pharmaceuticals Class A (a)(d)	1,264,000		5,119
Novo Nordisk AS Series B	76,779		8,643
Perrigo Co.	50,000		3,637
Questcor Pharmaceuticals, Inc. (a)	181,600		2,808
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Ranbaxy Laboratories Ltd. (a)	560,099		$ 6,659
Teva Pharmaceutical Industries Ltd. sponsored ADR	269,300		14,717
			52,972
TOTAL HEALTH CARE			953,685
INDUSTRIALS - 12.5%
Aerospace & Defense - 3.7%
Bombardier, Inc. Class B (sub. vtg.)	4,930,700		28,074
Honeywell International, Inc.	746,800		41,828
Precision Castparts Corp.	954,700		136,513
Rockwell Collins, Inc.	398,700		25,573
The Boeing Co.	1,665,800		115,740
United Technologies Corp.	2,201,300		178,966
			526,694
Air Freight & Logistics - 0.5%
United Parcel Service, Inc. Class B	1,008,600		72,236
Airlines - 0.5%
Copa Holdings SA Class A	216,000		12,150
United Continental Holdings, Inc. (a)	2,587,455		65,721
			77,871
Building Products - 0.3%
Armstrong World Industries, Inc.	670,000		27,209
Lennox International, Inc.	196,000		9,631
			36,840
Construction & Engineering - 1.2%
Fluor Corp.	1,360,600		94,140
Jacobs Engineering Group, Inc. (a)	968,471		49,750
Shaw Group, Inc. (a)	616,400		23,281
			167,171
Electrical Equipment - 0.8%
Emerson Electric Co.	1,044,700		61,512
Polypore International, Inc. (a)	539,800		25,991
Regal-Beloit Corp.	108,300		7,228
Rockwell Automation, Inc.	295,100		23,906
			118,637
Industrial Conglomerates - 0.1%
Textron, Inc.	572,000		15,038
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - 4.0%
Beml Ltd.	504,883		$ 9,586
Caterpillar, Inc.	1,237,200		120,021
Cummins, Inc.	892,900		94,540
Danaher Corp.	1,490,300		68,643
Dover Corp.	513,100		32,890
Fiat Industrial SpA (a)	617,600		8,358
Ingersoll-Rand Co. Ltd.	2,120,100		100,069
PACCAR, Inc.	1,208,600		68,274
Pall Corp.	686,200		38,022
Parker Hannifin Corp.	168,600		15,075
WABCO Holdings, Inc. (a)	294,200		17,181
			572,659
Professional Services - 0.1%
Manpower, Inc.	285,800		18,454
Road & Rail - 1.2%
CSX Corp.	664,500		46,914
Kansas City Southern (a)	100,000		4,998
Swift Transporation Co.	1,145,300		16,366
Union Pacific Corp.	1,004,500		95,056
			163,334
Trading Companies & Distributors - 0.1%
Mills Estruturas e Servicos de Engenharia SA	827,400		10,365
TOTAL INDUSTRIALS			1,779,299
INFORMATION TECHNOLOGY - 36.7%
Communications Equipment - 5.1%
Acme Packet, Inc. (a)	464,200		24,965
Ciena Corp. (a)	373,700		8,233
Cisco Systems, Inc. (a)	4,640,200		98,140
HTC Corp.	1,787,000		60,244
Juniper Networks, Inc. (a)	1,955,400		72,584
Motorola Mobility Holdings, Inc. (a)	527,651		14,706
QUALCOMM, Inc.	7,794,600		421,922
Research In Motion Ltd. (a)	564,700		33,379
			734,173
Computers & Peripherals - 9.5%
Apple, Inc. (a)	2,886,200		979,345
EMC Corp. (a)	3,529,900		87,859
Hewlett-Packard Co.	946,200		43,232
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
NetApp, Inc. (a)	2,039,100		$ 111,600
SanDisk Corp. (a)	763,700		34,649
Seagate Technology (a)	2,907,600		40,706
Western Digital Corp. (a)	1,463,200		49,778
			1,347,169
Electronic Equipment & Components - 0.3%
HLS Systems International Ltd. (a)	50,000		803
Jabil Circuit, Inc.	1,833,400		37,053
TPK Holdings Co.	16,000		391
			38,247
Internet Software & Services - 6.9%
Akamai Technologies, Inc. (a)	2,271,600		109,764
Alibaba.com Ltd.	4,368,000		8,628
Baidu.com, Inc. sponsored ADR (a)	600,400		65,221
Bitauto Holdings Ltd. ADR	1,106,400		11,993
Demand Media, Inc. (a)	286,500		5,810
eBay, Inc. (a)	3,717,518		112,864
Google, Inc. Class A (a)	884,200		530,838
INFO Edge India Ltd.	293,110		3,487
Mail.ru Group Ltd. GDR unit (a)(f)	764,100		27,202
OpenTable, Inc. (a)	264,051		20,760
Rackspace Hosting, Inc. (a)	2,061,200		69,071
VistaPrint Ltd. (a)	138,400		7,009
YouKu.com, Inc. ADR (a)(d)	411,900		12,205
			984,852
IT Services - 2.9%
Accenture PLC Class A	548,000		28,206
Cognizant Technology Solutions Corp. Class A (a)	1,141,900		83,302
MasterCard, Inc. Class A	543,600		128,567
VeriFone Systems, Inc. (a)	362,700		14,486
Visa, Inc. Class A	2,310,200		161,367
			415,928
Semiconductors & Semiconductor Equipment - 6.3%
Altera Corp.	188,300		7,074
Applied Materials, Inc.	1,867,200		29,296
Atmel Corp. (a)	2,932,500		39,706
Avago Technologies Ltd.	3,661,100		105,110
Broadcom Corp. Class A	2,335,100		105,290
GT Solar International, Inc. (a)(d)	1,761,900		19,460
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Lam Research Corp. (a)	701,200		$ 34,983
Marvell Technology Group Ltd. (a)	4,307,800		81,891
Maxim Integrated Products, Inc.	1,000,800		25,841
Micron Technology, Inc. (a)	895,000		9,433
National Semiconductor Corp.	3,163,000		47,951
NVIDIA Corp. (a)	9,794,422		234,283
NXP Semiconductors NV	2,790,200		71,820
Silicon Laboratories, Inc. (a)	364,700		16,222
Skyworks Solutions, Inc. (a)	974,800		30,969
Spreadtrum Communications, Inc. ADR (a)	720,700		15,495
Teradyne, Inc. (a)	1,000,000		16,680
			891,504
Software - 5.7%
Adobe Systems, Inc. (a)	252,300		8,339
BMC Software, Inc. (a)	181,100		8,638
BroadSoft, Inc. (a)	930,000		25,770
Check Point Software Technologies Ltd. (a)	1,510,800		67,306
Citrix Systems, Inc. (a)	913,600		57,721
Informatica Corp. (a)	1,193,700		55,388
Intuit, Inc. (a)	712,600		33,442
Microsoft Corp.	54,500		1,511
Nuance Communications, Inc. (a)	1,387,000		28,198
Oracle Corp.	6,488,000		207,811
QLIK Technologies, Inc.	961,763		22,323
RealPage, Inc.	1,106,300		30,302
Red Hat, Inc. (a)	2,268,900		93,751
Rovi Corp. (a)	456,600		28,200
salesforce.com, Inc. (a)	722,518		93,306
SuccessFactors, Inc. (a)	199,100		5,798
Velti Ltd. (a)	298,100		4,239
VMware, Inc. Class A (a)	417,900		35,739
			807,782
TOTAL INFORMATION TECHNOLOGY			5,219,655
MATERIALS - 3.5%
Chemicals - 1.5%
Cabot Corp.	439,900		19,026
Celanese Corp. Class A	436,600		18,115
CF Industries Holdings, Inc.	504,600		68,141
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Grasim Industries Ltd.	176,744		$ 9,382
LyondellBasell Industries NV Class A (a)	1,460,600		52,494
Methanex Corp.	228,300		6,207
Monsanto Co.	98,200		7,206
PPG Industries, Inc.	51,300		4,324
Rockwood Holdings, Inc. (a)	384,600		15,611
Sherwin-Williams Co.	51,200		4,338
Valspar Corp.	118,200		4,417
			209,261
Construction Materials - 0.0%
ACC Ltd.	150,000		3,246
Containers & Packaging - 0.1%
Ball Corp.	220,500		15,684
Metals & Mining - 1.9%
Allegheny Technologies, Inc.	66,300		4,322
Carpenter Technology Corp.	699,325		28,777
Freeport-McMoRan Copper & Gold, Inc.	708,700		77,071
Reliance Steel & Aluminum Co.	502,700		26,286
Silver Wheaton Corp. (a)	260,500		8,038
Stillwater Mining Co. (a)	393,700		8,535
United States Steel Corp. (d)	1,705,100		98,333
Walter Energy, Inc.	188,000		24,491
			275,853
TOTAL MATERIALS			504,044
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
NII Holdings, Inc. (a)	460,200		19,319
TOTAL COMMON STOCKS (Cost $10,352,785)		14,101,561
Nonconvertible Preferred Stocks - 0.8%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 0.8%
Automobiles - 0.8%
Porsche Automobil Holding SE	416,200		$ 38,654
Volkswagen AG	469,600		75,860
			114,514
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $77,268)		114,514
Money Market Funds - 1.5%

Fidelity Cash Central Fund, 0.19% (b)	49,595,621		49,596
Fidelity Securities Lending Cash Central Fund, 0.21% (b)(c)	159,497,250		159,497
TOTAL MONEY MARKET FUNDS (Cost $209,093)		209,093
TOTAL INVESTMENT PORTFOLIO - 101.3% (Cost $10,639,146)			14,425,168
NET OTHER ASSETS (LIABILITIES) - (1.3)%			(189,793)
NET ASSETS - 100%		$ 14,235,375

Legend

(a) Non-income producing

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

(e) Affiliated company

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	$ 35
Fidelity Securities Lending Cash Central Fund	472
Total	$ 507

Other Affiliated Issuers

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Furniture Brands International, Inc.	$ 16,160	$ -	$ 14,466	$ -	$ -
Parsvnath Developers Ltd.	18,023	14,168	-	-	22,306
Total	$ 34,183	$ 14,168	$ 14,466	$ -	$ 22,306

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,407,951	$ 2,405,371	$ 2,580	$ -
Consumer Staples	1,042,186	998,105	44,081	-
Energy	1,473,488	1,473,488	-	-
Financials	816,448	790,163	26,285	-
Health Care	953,685	945,042	8,643	-
Industrials	1,779,299	1,779,299	-	-
Information Technology	5,219,655	5,219,655	-	-
Materials	504,044	494,662	9,382	-
Telecommunication Services	19,319	19,319	-	-
Money Market Funds	209,093	209,093	-	-
Total Investments in Securities:	$ 14,425,168	$ 14,334,197	$ 90,971	$ -

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:
Beginning Balance	$ 6,774
Total Realized Gain (Loss)	(1,136)
Total Unrealized Gain (Loss)	174
Cost of Purchases	-
Proceeds of Sales	(5,812)
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ -
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2011	$ -

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

United States of America	88.8%
Ireland	1.3%
Germany	1.1%
India	1.1%
Others (Individually Less Than 1%)	7.7%
	100.0%

Income Tax Information

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, 2011 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $158,006) - See accompanying schedule: Unaffiliated issuers (cost $10,399,202)	$ 14,193,769
Fidelity Central Funds (cost $209,093)	209,093
Other affiliated issuers (cost $30,851)	22,306
Total Investments (cost $10,639,146)		$ 14,425,168
Foreign currency held at value (cost $820)		820
Receivable for investments sold		265,133
Receivable for fund shares sold		32,727
Dividends receivable		2,801
Distributions receivable from Fidelity Central Funds		191
Prepaid expenses		30
Other receivables		946
Total assets		14,727,816

Liabilities
Payable to custodian bank	$ 374
Payable for investments purchased	306,929
Payable for fund shares redeemed	14,250
Accrued management fee	8,434
Other affiliated payables	2,379
Other payables and accrued expenses	578
Collateral on securities loaned, at value	159,497
Total liabilities		492,441

Net Assets		$ 14,235,375
Net Assets consist of:
Paid in capital		$ 10,921,318
Accumulated net investment loss		(10,769)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(461,169)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,785,995
Net Assets		$ 14,235,375

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, 2011 (Unaudited)

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($12,293,630 ÷ 265,604 shares)		$ 46.29

Class K: Net Asset Value, offering price and redemption price per share ($1,237,872 ÷ 26,745 shares)		$ 46.28

Class F: Net Asset Value, offering price and redemption price per share ($703,873 ÷ 15,201 shares)		$ 46.30

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, 2011 (Unaudited)

Investment Income
Dividends		$ 52,561
Interest		3
Income from Fidelity Central Funds		507
Total income		53,071

Expenses
Management fee Basic fee	$ 35,632
Performance adjustment	8,114
Transfer agent fees	13,009
Accounting and security lending fees	712
Custodian fees and expenses	271
Independent trustees' compensation	35
Registration fees	74
Audit	66
Legal	43
Interest	12
Miscellaneous	63
Total expenses before reductions	58,031
Expense reductions	(894)	57,137
Net investment income (loss)		(4,066)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	664,639
Other affiliated issuers	(10,044)
Foreign currency transactions	(1,905)
Total net realized gain (loss)		652,690
Change in net unrealized appreciation (depreciation) on: Investment securities (net of decrease in deferred foreign taxes of $49)	1,984,810
Assets and liabilities in foreign currencies	148
Total change in net unrealized appreciation (depreciation)		1,984,958
Net gain (loss)		2,637,648
Net increase (decrease) in net assets resulting from operations		$ 2,633,582

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, 2011 (Unaudited)	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (4,066)	$ 13,622
Net realized gain (loss)	652,690	1,055,028
Change in net unrealized appreciation (depreciation)	1,984,958	793,347
Net increase (decrease) in net assets resulting from operations	2,633,582	1,861,997
Distributions to shareholders from net investment income	(8,765)	(57,433)
Distributions to shareholders from net realized gain	(6,091)	-
Total distributions	(14,856)	(57,433)
Share transactions - net increase (decrease)	68,429	(538,131)
Total increase (decrease) in net assets	2,687,155	1,266,433

Net Assets
Beginning of period	11,548,220	10,281,787
End of period (including accumulated net investment loss of $10,769 and undistributed net investment income of $2,062, respectively)	$ 14,235,375	$ 11,548,220

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

Semiannual Report

Financial Highlights - Blue Chip Growth

	Six months ended January 31, 2011	Years ended July 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 37.63	$ 31.97	$ 39.06	$ 46.88	$ 41.54	$ 42.60
Income from Investment Operations
Net investment income (loss) ^D	(.02)	.04	.27	.35	.32	.23
Net realized and unrealized gain (loss)	8.72	5.80	(6.36)	(2.89)	6.19	(1.06)
Total from investment operations	8.70	5.84	(6.09)	(2.54)	6.51	(.83)
Distributions from net investment income	(.02)	(.18)	(.29)	(.33)	(.24)	(.23)
Distributions from net realized gain	(.02)	-	(.71)	(4.95)	(.93)	-
Total distributions	(.04)	(.18)	(1.00)	(5.28)	(1.17)	(.23)
Net asset value, end of period	$ 46.29	$ 37.63	$ 31.97	$ 39.06	$ 46.88	$ 41.54
Total Return ^{B, C}	23.12%	18.29%	(15.85)%	(6.30)%	16.02%	(1.97)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.93% ^A	.94%	.76%	.58%	.60%	.63%
Expenses net of fee waivers, if any	.93% ^A	.94%	.76%	.58%	.60%	.63%
Expenses net of all reductions	.92% ^A	.93%	.76%	.57%	.59%	.61%
Net investment income (loss)	(.09)% ^A	.10%	.93%	.81%	.72%	.54%
Supplemental Data
Net assets, end of period (in millions)	$ 12,294	$ 10,295	$ 9,691	$ 13,349	$ 18,616	$ 19,571
Portfolio turnover rate ^F	126% ^A	135%	134%	82%	87%	48%

^A Annualized

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

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

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

^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, 2011	Years ended July 31,
	(Unaudited)	2010	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.66	$ 32.01	$ 39.07	$ 41.81
Income from Investment Operations
Net investment income (loss) ^D	.02	.11	.32	.10
Net realized and unrealized gain (loss)	8.72	5.79	(6.33)	(2.84)
Total from investment operations	8.74	5.90	(6.01)	(2.74)
Distributions from net investment income	(.10)	(.25)	(.34)	-
Distributions from net realized gain	(.02)	-	(.71)	-
Total distributions	(.12)	(.25)	(1.05)	-
Net asset value, end of period	$ 46.28	$ 37.66	$ 32.01	$ 39.07
Total Return^{B, C}	23.23%	18.48%	(15.61)%	(6.55)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.76% ^A	.75%	.53%	.41% ^A
Expenses net of fee waivers, if any	.76% ^A	.75%	.53%	.41% ^A
Expenses net of all reductions	.74% ^A	.74%	.52%	.41% ^A
Net investment income (loss)	.09% ^A	.30%	1.16%	1.09% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,237,872	$ 931,601	$ 590,673	$ 93
Portfolio turnover rate ^F	126% ^A	135%	134%	82%

^A Annualized

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

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

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

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

^G For the period May 9, 2008 (commencement of sale of shares) to July 31, 2008.

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

Semiannual Report

Financial Highlights - Class F

	Six months ended January 31, 2011	Years ended July 31,
	(Unaudited)	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.03	.13	- ^I
Net realized and unrealized gain (loss)	8.71	5.80	2.82
Total from investment operations	8.74	5.93	2.82
Distributions from net investment income	(.11)	(.22)	-
Distributions from net realized gain	(.02)	-	-
Total distributions	(.13)	(.22)	-
Net asset value, end of period	$ 46.30	$ 37.69	$ 31.98
Total Return ^{B, C}	23.24%	18.59%	9.67%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.71% ^A	.70%	.51%^A
Expenses net of fee waivers, if any	.71%^A	.70%	.51%^A
Expenses net of all reductions	.69%^A	.68%	.51%^A
Net investment income (loss)	.14%^A	.35%	(.05)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 703,873	$ 321,409	$ 261
Portfolio turnover rate ^F	126%^A	135%	134%

^A Annualized

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

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

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

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

^G For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

^I Amount represents less than $.01 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, 2011 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

2. Investments in 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 FMR.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

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)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

observable inputs are limited, assumptions about market activity and risk are used and are 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 each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

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

Gross unrealized appreciation	$ 3,858,280
Gross unrealized depreciation	(125,852)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,732,428
Tax cost	$ 10,692,740

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $8,032,085 and $7,929,304, respectively.

6. Fees and Other Transactions with Affiliates.

Semiannual Report

6. 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 Average Net Assets*
Blue Chip Growth	$ 12,731	.23
Class K	278	.05
	$ 13,009

* Annualized

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 19,315	.47%	$ 10

7. Committed Line of Credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

8. Security Lending.

9. Bank Borrowings.

10. Expense Reductions.

Semiannual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2011	Year ended July 31, 2010
From net investment income
Blue Chip Growth	$ 5,059	$ 52,296
Class K	2,396	4,902
Class F	1,310	235
Total	$ 8,765	$ 57,433
From net realized gain
Blue Chip Growth	$ 5,301	$ -
Class K	520	-
Class F	270	-
Total	$ 6,091	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2011	Year ended July 31, 2010 ^A	Six months ended January 31, 2011	Year ended July 31, 2010 ^A
Blue Chip Growth
Shares sold	24,844	41,698	$ 1,071,524	$ 1,553,486
Conversion to Class K	-	(604)	-	(19,981)
Reinvestment of distributions	232	1,459	10,166	51,338
Shares redeemed	(33,085)	(72,051)	(1,382,230)	(2,676,741)
Net increase (decrease)	(8,009)	(29,498)	$ (300,540)	$ (1,091,898)
Class K
Shares sold	6,451	11,377	$ 271,887	$ 427,050
Conversion from Blue Chip Growth	-	603	-	19,981
Reinvestment of distributions	70	139	2,916	4,902
Shares redeemed	(4,511)	(5,839)	(188,331)	(218,811)
Net increase (decrease)	2,010	6,280	$ 86,472	$ 233,122
Class F
Shares sold	7,100	8,796	$ 301,794	$ 331,309
Reinvestment of distributions	38	6	1,580	235
Shares redeemed	(465)	(282)	(20,877)	(10,900)
Net increase (decrease)	6,673	8,520	$ 282,497	$ 320,644

^A Conversion transactions for Class K and Blue Chip Growth are presented for the period August 1, 2009 through August 31, 2009.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

13. Other.

Semiannual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your workplace benefits (including your workplace savings plan, investments, and additional services) via your telephone or PC. You can access your plan and account information and research your investments 24 hours a day.

By Phone

Fidelity provides a single toll-free number to access plan information, account balances, positions, and quotes*. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)
Fidelity Workplace
Investing
1-800-835-5092

By PC

Fidelity's web site on the Internet provides a wide range of information, including plan information, daily financial news, fund performance, interactive planning tools, and news about Fidelity products and services.

(computer_graphic)
Fidelity's Web Site
www.401k.com

Semiannual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

(letter_graphic)
For Retirement
Accounts

Buying shares

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

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

BCF-F-SANN-0311
1.891666.101

fid4997

Fidelity®

Blue Chip Growth

Fund -
Class K

Semiannual Report

January 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
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.

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

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, 2010 to January 31, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2010	Ending Account Value January 31, 2011	Expenses Paid During Period* August 1, 2010 to January 31, 2011
Blue Chip Growth	.93%
Actual		$ 1,000.00	$ 1,231.20	$ 5.23
Hypothetical^A		$ 1,000.00	$ 1,020.52	$ 4.74
Class K	.76%
Actual		$ 1,000.00	$ 1,232.30	$ 4.28
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.87
Class F	.71%
Actual		$ 1,000.00	$ 1,232.40	$ 4.00
Hypothetical^A		$ 1,000.00	$ 1,021.63	$ 3.62

^A 5% return per year before expenses

* 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, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	6.9	6.6
Google, Inc. Class A	3.7	3.2
Exxon Mobil Corp.	3.1	2.4
QUALCOMM, Inc.	3.0	1.7
Amazon.com, Inc.	2.0	2.1
NVIDIA Corp.	1.7	0.0
Philip Morris International, Inc.	1.5	1.6
Target Corp.	1.5	1.4
The Coca-Cola Co.	1.5	1.4
Oracle Corp.	1.5	0.4
	26.4
Top Five Market Sectors as of January 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	36.7	35.1
Consumer Discretionary	16.9	15.1
Industrials	12.5	13.6
Energy	10.4	7.4
Consumer Staples	7.3	8.1

Asset Allocation (% of fund's net assets)
As of January 31, 2011*			As of July 31, 2010**
	Stocks 99.8%			Stocks 99.5%
	Short-Term Investments and Net Other Assets 0.2%			Short-Term Investments and Net Other Assets 0.5%
* Foreign investments		11.2%	** Foreign investments		8.6%

fid5024

Semiannual Report

Investments January 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 16.1%
Auto Components - 0.8%
Johnson Controls, Inc.	500,500		$ 19,214
Lear Corp. (a)	210,600		22,246
TRW Automotive Holdings Corp. (a)	773,200		46,129
Visteon Corp. (a)(d)	389,100		27,330
			114,919
Automobiles - 2.8%
Bajaj Auto Ltd.	340,995		9,271
Bayerische Motoren Werke AG (BMW)	616,358		47,320
Fiat SpA	617,600		5,995
Ford Motor Co. (a)	7,453,300		118,880
General Motors Co.	3,829,100		139,724
Hyundai Motor Co.	95,676		15,293
Maruti Suzuki India Ltd.	94,097		2,580
Tesla Motors, Inc. (a)(d)	2,272,900		54,777
			393,840
Diversified Consumer Services - 0.1%
Coinstar, Inc. (a)	293,594		12,152
Everonn Education Ltd.	325,512		4,192
			16,344
Hotels, Restaurants & Leisure - 3.4%
Bravo Brio Restaurant Group, Inc.	322,300		5,253
Chipotle Mexican Grill, Inc. (a)	119,300		26,117
Hyatt Hotels Corp. Class A (a)	469,794		22,827
Las Vegas Sands Corp. (a)	1,757,900		81,725
Marriott International, Inc. Class A	489,200		19,319
McDonald's Corp.	1,447,230		106,617
Starbucks Corp.	3,885,900		122,522
Starwood Hotels & Resorts Worldwide, Inc.	650,600		38,366
WMS Industries, Inc. (a)	739,200		31,009
Wyndham Worldwide Corp.	1,278,785		35,972
			489,727
Household Durables - 0.3%
Beazer Homes USA, Inc. (a)(d)	3,151,700		16,862
Tempur-Pedic International, Inc. (a)	575,900		25,132
			41,994
Internet & Catalog Retail - 2.7%
Amazon.com, Inc. (a)	1,709,100		289,932
E-Commerce China Dangdang, Inc. ADR	457,000		12,933
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Netflix, Inc. (a)	141,800		$ 30,357
Priceline.com, Inc. (a)	126,700		54,293
			387,515
Media - 0.2%
ReachLocal, Inc. (d)	720,300		15,703
The Walt Disney Co.	259,300		10,079
			25,782
Multiline Retail - 2.4%
Macy's, Inc.	5,266,700		121,924
Target Corp.	3,892,800		213,442
			335,366
Specialty Retail - 2.1%
Ascena Retail Group, Inc. (a)	421,000		11,413
Bed Bath & Beyond, Inc. (a)	374,400		17,971
China ZhengTong Auto Services Holdings Ltd.	2,268,000		1,882
Express, Inc.	774,100		13,469
Foot Locker, Inc.	2,721,000		48,597
Guess?, Inc.	480,800		20,569
Home Depot, Inc.	1,222,400		44,948
Limited Brands, Inc.	262,600		7,678
Lowe's Companies, Inc.	2,880,000		71,424
rue21, Inc. (a)(d)	150,000		4,425
TJX Companies, Inc.	1,072,400		50,821
Tractor Supply Co.	59,000		3,027
Williams-Sonoma, Inc.	280,600		9,035
			305,259
Textiles, Apparel & Luxury Goods - 1.3%
Cia Hering SA	254,600		3,909
Coach, Inc.	194,600		10,526
Columbia Sportswear Co. (d)	264,500		16,129
Deckers Outdoor Corp. (a)	256,300		18,810
Gitanjali Gems Ltd.	2,187,799		9,570
NIKE, Inc. Class B	154,800		12,768
Pandora A/S	325,500		20,773
Polo Ralph Lauren Corp. Class A	211,400		22,658
Provogue (India) Ltd.	2,190,561		2,170
Steven Madden Ltd. (a)	238,100		9,088
Timberland Co. Class A (a)	571,100		15,266
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Under Armour, Inc. Class A (sub. vtg.) (a)	132,800		$ 7,949
Vera Bradley, Inc. (d)	961,625		33,075
			182,691
TOTAL CONSUMER DISCRETIONARY			2,293,437
CONSUMER STAPLES - 7.3%
Beverages - 2.6%
Anheuser-Busch InBev SA NV	798,981		44,081
Central European Distribution Corp. (a)	562,800		12,911
Coca-Cola Enterprises, Inc.	454,100		11,425
Dr Pepper Snapple Group, Inc.	2,644,400		93,691
The Coca-Cola Co.	3,355,600		210,899
			373,007
Food & Staples Retailing - 2.7%
Costco Wholesale Corp.	509,400		36,595
CVS Caremark Corp.	2,281,800		78,038
Droga Raia SA	462,700		7,270
Drogasil SA	930,300		6,695
Fresh Market, Inc.	785,326		28,876
United Natural Foods, Inc. (a)	474,000		17,538
Walgreen Co.	3,265,800		132,069
Whole Foods Market, Inc.	1,360,000		70,326
			377,407
Food Products - 0.5%
Archer Daniels Midland Co.	319,500		10,438
Diamond Foods, Inc. (d)	427,800		21,292
Green Mountain Coffee Roasters, Inc. (a)(d)	961,300		32,280
Mead Johnson Nutrition Co. Class A	169,700		9,838
			73,848
Personal Products - 0.0%
Nu Skin Enterprises, Inc. Class A	139,300		4,190
Tobacco - 1.5%
Philip Morris International, Inc.	3,734,000		213,734
TOTAL CONSUMER STAPLES			1,042,186
Common Stocks - continued
	Shares		Value (000s)
ENERGY - 10.4%
Energy Equipment & Services - 3.8%
Atwood Oceanics, Inc. (a)	1,097,900		$ 44,377
Baker Hughes, Inc.	756,800		51,848
Dresser-Rand Group, Inc. (a)	276,600		12,704
Halliburton Co.	2,702,700		121,622
National Oilwell Varco, Inc.	1,109,800		82,014
Oceaneering International, Inc. (a)	292,500		22,590
Schlumberger Ltd.	1,301,200		115,794
Transocean Ltd. (a)	1,132,800		90,545
			541,494
Oil, Gas & Consumable Fuels - 6.6%
Alpha Natural Resources, Inc. (a)	885,200		47,562
Amyris, Inc.	142,400		4,494
Anadarko Petroleum Corp.	160,700		12,387
Chevron Corp.	366,700		34,811
ConocoPhillips	233,500		16,686
Exxon Mobil Corp.	5,376,400		433,768
Hess Corp.	321,400		27,036
Massey Energy Co.	2,872,053		180,537
Occidental Petroleum Corp.	1,086,600		105,052
Paladin Energy Ltd. (a)	884,432		4,310
Tesoro Corp. (a)	773,100		14,882
Uranium One, Inc.	1,982,900		12,974
Valero Energy Corp.	852,100		21,609
Whiting Petroleum Corp. (a)	125,800		15,886
			931,994
TOTAL ENERGY			1,473,488
FINANCIALS - 5.7%
Capital Markets - 1.5%
BlackRock, Inc. Class A	177,200		35,089
Goldman Sachs Group, Inc.	201,700		33,002
Invesco Ltd.	289,800		7,170
Money Matters Financial Services Ltd.	1,633,500		4,408
Morgan Stanley	4,198,400		123,433
TD Ameritrade Holding Corp.	841,700		17,188
			220,290
Commercial Banks - 0.6%
HDFC Bank Ltd.	252,493		11,305
ICICI Bank Ltd.	666,777		14,980
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
Regions Financial Corp.	1,070,500		$ 7,601
SunTrust Banks, Inc.	1,236,300		37,621
Synovus Financial Corp.	3,843,600		10,147
			81,654
Consumer Finance - 0.5%
Discover Financial Services	1,400,200		28,830
Green Dot Corp.	214,800		13,513
Manappuram General Finance & Leasing Ltd.	3,328,852		8,416
Shriram Transport Finance Co. Ltd.	1,309,840		19,630
			70,389
Diversified Financial Services - 2.5%
Bank of America Corp.	2,236,300		30,704
Citigroup, Inc. (a)	33,307,200		160,541
CME Group, Inc.	205,600		63,440
IntercontinentalExchange, Inc. (a)	163,900		19,748
JPMorgan Chase & Co.	1,795,300		80,681
			355,114
Insurance - 0.3%
Genworth Financial, Inc. Class A (a)	3,172,300		43,048
Real Estate Management & Development - 0.3%
CB Richard Ellis Group, Inc. Class A (a)	858,600		19,052
Parsvnath Developers Ltd. (a)(e)	21,771,340		22,306
			41,358
Thrifts & Mortgage Finance - 0.0%
Housing Development Finance Corp. Ltd.	335,144		4,595
TOTAL FINANCIALS			816,448
HEALTH CARE - 6.7%
Biotechnology - 2.0%
Alkermes, Inc. (a)	917,100		11,840
Amgen, Inc. (a)	476,700		26,257
Amylin Pharmaceuticals, Inc. (a)	1,832,100		29,643
ARIAD Pharmaceuticals, Inc. (a)	885,726		5,647
Dendreon Corp. (a)	735,781		25,782
Exelixis, Inc. (a)	1,194,000		10,352
Gilead Sciences, Inc. (a)	890,200		34,166
Human Genome Sciences, Inc. (a)	1,012,500		24,563
InterMune, Inc. (a)	399,463		14,928
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Micromet, Inc. (a)	1,322,420		$ 8,503
SIGA Technologies, Inc. (a)	918,000		10,534
Theravance, Inc. (a)	208,800		4,393
Vertex Pharmaceuticals, Inc. (a)	2,001,500		77,838
			284,446
Health Care Equipment & Supplies - 0.4%
C. R. Bard, Inc.	91,200		8,605
Covidien PLC	477,000		22,643
Edwards Lifesciences Corp. (a)	165,100		13,916
Elekta AB (B Shares)	135,000		5,458
Opto Circuits India Ltd.	1,026,246		5,476
William Demant Holding AS (a)	126,000		10,089
			66,187
Health Care Providers & Services - 2.7%
Express Scripts, Inc. (a)	3,314,380		186,699
McKesson Corp.	1,379,100		103,667
Medco Health Solutions, Inc. (a)	1,539,900		93,965
			384,331
Health Care Technology - 0.5%
Allscripts-Misys Healthcare Solutions, Inc. (a)	597,100		12,605
Cerner Corp. (a)	489,100		48,348
SXC Health Solutions Corp. (a)	163,800		7,886
			68,839
Life Sciences Tools & Services - 0.7%
Agilent Technologies, Inc. (a)	1,396,255		58,405
Covance, Inc. (a)	126,400		7,126
Illumina, Inc. (a)	391,000		27,112
Thermo Fisher Scientific, Inc. (a)	74,500		4,267
			96,910
Pharmaceuticals - 0.4%
Allergan, Inc.	161,300		11,389
AVANIR Pharmaceuticals Class A (a)(d)	1,264,000		5,119
Novo Nordisk AS Series B	76,779		8,643
Perrigo Co.	50,000		3,637
Questcor Pharmaceuticals, Inc. (a)	181,600		2,808
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Ranbaxy Laboratories Ltd. (a)	560,099		$ 6,659
Teva Pharmaceutical Industries Ltd. sponsored ADR	269,300		14,717
			52,972
TOTAL HEALTH CARE			953,685
INDUSTRIALS - 12.5%
Aerospace & Defense - 3.7%
Bombardier, Inc. Class B (sub. vtg.)	4,930,700		28,074
Honeywell International, Inc.	746,800		41,828
Precision Castparts Corp.	954,700		136,513
Rockwell Collins, Inc.	398,700		25,573
The Boeing Co.	1,665,800		115,740
United Technologies Corp.	2,201,300		178,966
			526,694
Air Freight & Logistics - 0.5%
United Parcel Service, Inc. Class B	1,008,600		72,236
Airlines - 0.5%
Copa Holdings SA Class A	216,000		12,150
United Continental Holdings, Inc. (a)	2,587,455		65,721
			77,871
Building Products - 0.3%
Armstrong World Industries, Inc.	670,000		27,209
Lennox International, Inc.	196,000		9,631
			36,840
Construction & Engineering - 1.2%
Fluor Corp.	1,360,600		94,140
Jacobs Engineering Group, Inc. (a)	968,471		49,750
Shaw Group, Inc. (a)	616,400		23,281
			167,171
Electrical Equipment - 0.8%
Emerson Electric Co.	1,044,700		61,512
Polypore International, Inc. (a)	539,800		25,991
Regal-Beloit Corp.	108,300		7,228
Rockwell Automation, Inc.	295,100		23,906
			118,637
Industrial Conglomerates - 0.1%
Textron, Inc.	572,000		15,038
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - 4.0%
Beml Ltd.	504,883		$ 9,586
Caterpillar, Inc.	1,237,200		120,021
Cummins, Inc.	892,900		94,540
Danaher Corp.	1,490,300		68,643
Dover Corp.	513,100		32,890
Fiat Industrial SpA (a)	617,600		8,358
Ingersoll-Rand Co. Ltd.	2,120,100		100,069
PACCAR, Inc.	1,208,600		68,274
Pall Corp.	686,200		38,022
Parker Hannifin Corp.	168,600		15,075
WABCO Holdings, Inc. (a)	294,200		17,181
			572,659
Professional Services - 0.1%
Manpower, Inc.	285,800		18,454
Road & Rail - 1.2%
CSX Corp.	664,500		46,914
Kansas City Southern (a)	100,000		4,998
Swift Transporation Co.	1,145,300		16,366
Union Pacific Corp.	1,004,500		95,056
			163,334
Trading Companies & Distributors - 0.1%
Mills Estruturas e Servicos de Engenharia SA	827,400		10,365
TOTAL INDUSTRIALS			1,779,299
INFORMATION TECHNOLOGY - 36.7%
Communications Equipment - 5.1%
Acme Packet, Inc. (a)	464,200		24,965
Ciena Corp. (a)	373,700		8,233
Cisco Systems, Inc. (a)	4,640,200		98,140
HTC Corp.	1,787,000		60,244
Juniper Networks, Inc. (a)	1,955,400		72,584
Motorola Mobility Holdings, Inc. (a)	527,651		14,706
QUALCOMM, Inc.	7,794,600		421,922
Research In Motion Ltd. (a)	564,700		33,379
			734,173
Computers & Peripherals - 9.5%
Apple, Inc. (a)	2,886,200		979,345
EMC Corp. (a)	3,529,900		87,859
Hewlett-Packard Co.	946,200		43,232
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
NetApp, Inc. (a)	2,039,100		$ 111,600
SanDisk Corp. (a)	763,700		34,649
Seagate Technology (a)	2,907,600		40,706
Western Digital Corp. (a)	1,463,200		49,778
			1,347,169
Electronic Equipment & Components - 0.3%
HLS Systems International Ltd. (a)	50,000		803
Jabil Circuit, Inc.	1,833,400		37,053
TPK Holdings Co.	16,000		391
			38,247
Internet Software & Services - 6.9%
Akamai Technologies, Inc. (a)	2,271,600		109,764
Alibaba.com Ltd.	4,368,000		8,628
Baidu.com, Inc. sponsored ADR (a)	600,400		65,221
Bitauto Holdings Ltd. ADR	1,106,400		11,993
Demand Media, Inc. (a)	286,500		5,810
eBay, Inc. (a)	3,717,518		112,864
Google, Inc. Class A (a)	884,200		530,838
INFO Edge India Ltd.	293,110		3,487
Mail.ru Group Ltd. GDR unit (a)(f)	764,100		27,202
OpenTable, Inc. (a)	264,051		20,760
Rackspace Hosting, Inc. (a)	2,061,200		69,071
VistaPrint Ltd. (a)	138,400		7,009
YouKu.com, Inc. ADR (a)(d)	411,900		12,205
			984,852
IT Services - 2.9%
Accenture PLC Class A	548,000		28,206
Cognizant Technology Solutions Corp. Class A (a)	1,141,900		83,302
MasterCard, Inc. Class A	543,600		128,567
VeriFone Systems, Inc. (a)	362,700		14,486
Visa, Inc. Class A	2,310,200		161,367
			415,928
Semiconductors & Semiconductor Equipment - 6.3%
Altera Corp.	188,300		7,074
Applied Materials, Inc.	1,867,200		29,296
Atmel Corp. (a)	2,932,500		39,706
Avago Technologies Ltd.	3,661,100		105,110
Broadcom Corp. Class A	2,335,100		105,290
GT Solar International, Inc. (a)(d)	1,761,900		19,460
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Lam Research Corp. (a)	701,200		$ 34,983
Marvell Technology Group Ltd. (a)	4,307,800		81,891
Maxim Integrated Products, Inc.	1,000,800		25,841
Micron Technology, Inc. (a)	895,000		9,433
National Semiconductor Corp.	3,163,000		47,951
NVIDIA Corp. (a)	9,794,422		234,283
NXP Semiconductors NV	2,790,200		71,820
Silicon Laboratories, Inc. (a)	364,700		16,222
Skyworks Solutions, Inc. (a)	974,800		30,969
Spreadtrum Communications, Inc. ADR (a)	720,700		15,495
Teradyne, Inc. (a)	1,000,000		16,680
			891,504
Software - 5.7%
Adobe Systems, Inc. (a)	252,300		8,339
BMC Software, Inc. (a)	181,100		8,638
BroadSoft, Inc. (a)	930,000		25,770
Check Point Software Technologies Ltd. (a)	1,510,800		67,306
Citrix Systems, Inc. (a)	913,600		57,721
Informatica Corp. (a)	1,193,700		55,388
Intuit, Inc. (a)	712,600		33,442
Microsoft Corp.	54,500		1,511
Nuance Communications, Inc. (a)	1,387,000		28,198
Oracle Corp.	6,488,000		207,811
QLIK Technologies, Inc.	961,763		22,323
RealPage, Inc.	1,106,300		30,302
Red Hat, Inc. (a)	2,268,900		93,751
Rovi Corp. (a)	456,600		28,200
salesforce.com, Inc. (a)	722,518		93,306
SuccessFactors, Inc. (a)	199,100		5,798
Velti Ltd. (a)	298,100		4,239
VMware, Inc. Class A (a)	417,900		35,739
			807,782
TOTAL INFORMATION TECHNOLOGY			5,219,655
MATERIALS - 3.5%
Chemicals - 1.5%
Cabot Corp.	439,900		19,026
Celanese Corp. Class A	436,600		18,115
CF Industries Holdings, Inc.	504,600		68,141
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Grasim Industries Ltd.	176,744		$ 9,382
LyondellBasell Industries NV Class A (a)	1,460,600		52,494
Methanex Corp.	228,300		6,207
Monsanto Co.	98,200		7,206
PPG Industries, Inc.	51,300		4,324
Rockwood Holdings, Inc. (a)	384,600		15,611
Sherwin-Williams Co.	51,200		4,338
Valspar Corp.	118,200		4,417
			209,261
Construction Materials - 0.0%
ACC Ltd.	150,000		3,246
Containers & Packaging - 0.1%
Ball Corp.	220,500		15,684
Metals & Mining - 1.9%
Allegheny Technologies, Inc.	66,300		4,322
Carpenter Technology Corp.	699,325		28,777
Freeport-McMoRan Copper & Gold, Inc.	708,700		77,071
Reliance Steel & Aluminum Co.	502,700		26,286
Silver Wheaton Corp. (a)	260,500		8,038
Stillwater Mining Co. (a)	393,700		8,535
United States Steel Corp. (d)	1,705,100		98,333
Walter Energy, Inc.	188,000		24,491
			275,853
TOTAL MATERIALS			504,044
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
NII Holdings, Inc. (a)	460,200		19,319
TOTAL COMMON STOCKS (Cost $10,352,785)		14,101,561
Nonconvertible Preferred Stocks - 0.8%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 0.8%
Automobiles - 0.8%
Porsche Automobil Holding SE	416,200		$ 38,654
Volkswagen AG	469,600		75,860
			114,514
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $77,268)		114,514
Money Market Funds - 1.5%

Fidelity Cash Central Fund, 0.19% (b)	49,595,621		49,596
Fidelity Securities Lending Cash Central Fund, 0.21% (b)(c)	159,497,250		159,497
TOTAL MONEY MARKET FUNDS (Cost $209,093)		209,093
TOTAL INVESTMENT PORTFOLIO - 101.3% (Cost $10,639,146)			14,425,168
NET OTHER ASSETS (LIABILITIES) - (1.3)%			(189,793)
NET ASSETS - 100%		$ 14,235,375

Legend

(a) Non-income producing

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

(e) Affiliated company

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	$ 35
Fidelity Securities Lending Cash Central Fund	472
Total	$ 507

Other Affiliated Issuers

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Furniture Brands International, Inc.	$ 16,160	$ -	$ 14,466	$ -	$ -
Parsvnath Developers Ltd.	18,023	14,168	-	-	22,306
Total	$ 34,183	$ 14,168	$ 14,466	$ -	$ 22,306

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,407,951	$ 2,405,371	$ 2,580	$ -
Consumer Staples	1,042,186	998,105	44,081	-
Energy	1,473,488	1,473,488	-	-
Financials	816,448	790,163	26,285	-
Health Care	953,685	945,042	8,643	-
Industrials	1,779,299	1,779,299	-	-
Information Technology	5,219,655	5,219,655	-	-
Materials	504,044	494,662	9,382	-
Telecommunication Services	19,319	19,319	-	-
Money Market Funds	209,093	209,093	-	-
Total Investments in Securities:	$ 14,425,168	$ 14,334,197	$ 90,971	$ -

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:
Beginning Balance	$ 6,774
Total Realized Gain (Loss)	(1,136)
Total Unrealized Gain (Loss)	174
Cost of Purchases	-
Proceeds of Sales	(5,812)
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ -
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2011	$ -

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

United States of America	88.8%
Ireland	1.3%
Germany	1.1%
India	1.1%
Others (Individually Less Than 1%)	7.7%
	100.0%

Income Tax Information

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, 2011 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $158,006) - See accompanying schedule: Unaffiliated issuers (cost $10,399,202)	$ 14,193,769
Fidelity Central Funds (cost $209,093)	209,093
Other affiliated issuers (cost $30,851)	22,306
Total Investments (cost $10,639,146)		$ 14,425,168
Foreign currency held at value (cost $820)		820
Receivable for investments sold		265,133
Receivable for fund shares sold		32,727
Dividends receivable		2,801
Distributions receivable from Fidelity Central Funds		191
Prepaid expenses		30
Other receivables		946
Total assets		14,727,816

Liabilities
Payable to custodian bank	$ 374
Payable for investments purchased	306,929
Payable for fund shares redeemed	14,250
Accrued management fee	8,434
Other affiliated payables	2,379
Other payables and accrued expenses	578
Collateral on securities loaned, at value	159,497
Total liabilities		492,441

Net Assets		$ 14,235,375
Net Assets consist of:
Paid in capital		$ 10,921,318
Accumulated net investment loss		(10,769)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(461,169)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,785,995
Net Assets		$ 14,235,375

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, 2011 (Unaudited)

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($12,293,630 ÷ 265,604 shares)		$ 46.29

Class K: Net Asset Value, offering price and redemption price per share ($1,237,872 ÷ 26,745 shares)		$ 46.28

Class F: Net Asset Value, offering price and redemption price per share ($703,873 ÷ 15,201 shares)		$ 46.30

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, 2011 (Unaudited)

Investment Income
Dividends		$ 52,561
Interest		3
Income from Fidelity Central Funds		507
Total income		53,071

Expenses
Management fee Basic fee	$ 35,632
Performance adjustment	8,114
Transfer agent fees	13,009
Accounting and security lending fees	712
Custodian fees and expenses	271
Independent trustees' compensation	35
Registration fees	74
Audit	66
Legal	43
Interest	12
Miscellaneous	63
Total expenses before reductions	58,031
Expense reductions	(894)	57,137
Net investment income (loss)		(4,066)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	664,639
Other affiliated issuers	(10,044)
Foreign currency transactions	(1,905)
Total net realized gain (loss)		652,690
Change in net unrealized appreciation (depreciation) on: Investment securities (net of decrease in deferred foreign taxes of $49)	1,984,810
Assets and liabilities in foreign currencies	148
Total change in net unrealized appreciation (depreciation)		1,984,958
Net gain (loss)		2,637,648
Net increase (decrease) in net assets resulting from operations		$ 2,633,582

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, 2011 (Unaudited)	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (4,066)	$ 13,622
Net realized gain (loss)	652,690	1,055,028
Change in net unrealized appreciation (depreciation)	1,984,958	793,347
Net increase (decrease) in net assets resulting from operations	2,633,582	1,861,997
Distributions to shareholders from net investment income	(8,765)	(57,433)
Distributions to shareholders from net realized gain	(6,091)	-
Total distributions	(14,856)	(57,433)
Share transactions - net increase (decrease)	68,429	(538,131)
Total increase (decrease) in net assets	2,687,155	1,266,433

Net Assets
Beginning of period	11,548,220	10,281,787
End of period (including accumulated net investment loss of $10,769 and undistributed net investment income of $2,062, respectively)	$ 14,235,375	$ 11,548,220

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

Semiannual Report

Financial Highlights - Blue Chip Growth

	Six months ended January 31, 2011	Years ended July 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 37.63	$ 31.97	$ 39.06	$ 46.88	$ 41.54	$ 42.60
Income from Investment Operations
Net investment income (loss) ^D	(.02)	.04	.27	.35	.32	.23
Net realized and unrealized gain (loss)	8.72	5.80	(6.36)	(2.89)	6.19	(1.06)
Total from investment operations	8.70	5.84	(6.09)	(2.54)	6.51	(.83)
Distributions from net investment income	(.02)	(.18)	(.29)	(.33)	(.24)	(.23)
Distributions from net realized gain	(.02)	-	(.71)	(4.95)	(.93)	-
Total distributions	(.04)	(.18)	(1.00)	(5.28)	(1.17)	(.23)
Net asset value, end of period	$ 46.29	$ 37.63	$ 31.97	$ 39.06	$ 46.88	$ 41.54
Total Return ^{B, C}	23.12%	18.29%	(15.85)%	(6.30)%	16.02%	(1.97)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.93% ^A	.94%	.76%	.58%	.60%	.63%
Expenses net of fee waivers, if any	.93% ^A	.94%	.76%	.58%	.60%	.63%
Expenses net of all reductions	.92% ^A	.93%	.76%	.57%	.59%	.61%
Net investment income (loss)	(.09)% ^A	.10%	.93%	.81%	.72%	.54%
Supplemental Data
Net assets, end of period (in millions)	$ 12,294	$ 10,295	$ 9,691	$ 13,349	$ 18,616	$ 19,571
Portfolio turnover rate ^F	126% ^A	135%	134%	82%	87%	48%

^A Annualized

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

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

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

^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, 2011	Years ended July 31,
	(Unaudited)	2010	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.66	$ 32.01	$ 39.07	$ 41.81
Income from Investment Operations
Net investment income (loss) ^D	.02	.11	.32	.10
Net realized and unrealized gain (loss)	8.72	5.79	(6.33)	(2.84)
Total from investment operations	8.74	5.90	(6.01)	(2.74)
Distributions from net investment income	(.10)	(.25)	(.34)	-
Distributions from net realized gain	(.02)	-	(.71)	-
Total distributions	(.12)	(.25)	(1.05)	-
Net asset value, end of period	$ 46.28	$ 37.66	$ 32.01	$ 39.07
Total Return^{B, C}	23.23%	18.48%	(15.61)%	(6.55)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.76% ^A	.75%	.53%	.41% ^A
Expenses net of fee waivers, if any	.76% ^A	.75%	.53%	.41% ^A
Expenses net of all reductions	.74% ^A	.74%	.52%	.41% ^A
Net investment income (loss)	.09% ^A	.30%	1.16%	1.09% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,237,872	$ 931,601	$ 590,673	$ 93
Portfolio turnover rate ^F	126% ^A	135%	134%	82%

^A Annualized

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

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

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

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

^G For the period May 9, 2008 (commencement of sale of shares) to July 31, 2008.

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

Semiannual Report

Financial Highlights - Class F

	Six months ended January 31, 2011	Years ended July 31,
	(Unaudited)	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.03	.13	- ^I
Net realized and unrealized gain (loss)	8.71	5.80	2.82
Total from investment operations	8.74	5.93	2.82
Distributions from net investment income	(.11)	(.22)	-
Distributions from net realized gain	(.02)	-	-
Total distributions	(.13)	(.22)	-
Net asset value, end of period	$ 46.30	$ 37.69	$ 31.98
Total Return ^{B, C}	23.24%	18.59%	9.67%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.71% ^A	.70%	.51%^A
Expenses net of fee waivers, if any	.71%^A	.70%	.51%^A
Expenses net of all reductions	.69%^A	.68%	.51%^A
Net investment income (loss)	.14%^A	.35%	(.05)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 703,873	$ 321,409	$ 261
Portfolio turnover rate ^F	126%^A	135%	134%

^A Annualized

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

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

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

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

^G For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

^I Amount represents less than $.01 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, 2011 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

2. Investments in 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 FMR.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

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)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

observable inputs are limited, assumptions about market activity and risk are used and are 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 each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

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

Gross unrealized appreciation	$ 3,858,280
Gross unrealized depreciation	(125,852)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,732,428
Tax cost	$ 10,692,740

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $8,032,085 and $7,929,304, respectively.

6. Fees and Other Transactions with Affiliates.

Semiannual Report

6. 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 Average Net Assets*
Blue Chip Growth	$ 12,731	.23
Class K	278	.05
	$ 13,009

* Annualized

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 19,315	.47%	$ 10

7. Committed Line of Credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

8. Security Lending.

9. Bank Borrowings.

10. Expense Reductions.

Semiannual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2011	Year ended July 31, 2010
From net investment income
Blue Chip Growth	$ 5,059	$ 52,296
Class K	2,396	4,902
Class F	1,310	235
Total	$ 8,765	$ 57,433
From net realized gain
Blue Chip Growth	$ 5,301	$ -
Class K	520	-
Class F	270	-
Total	$ 6,091	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2011	Year ended July 31, 2010 ^A	Six months ended January 31, 2011	Year ended July 31, 2010 ^A
Blue Chip Growth
Shares sold	24,844	41,698	$ 1,071,524	$ 1,553,486
Conversion to Class K	-	(604)	-	(19,981)
Reinvestment of distributions	232	1,459	10,166	51,338
Shares redeemed	(33,085)	(72,051)	(1,382,230)	(2,676,741)
Net increase (decrease)	(8,009)	(29,498)	$ (300,540)	$ (1,091,898)
Class K
Shares sold	6,451	11,377	$ 271,887	$ 427,050
Conversion from Blue Chip Growth	-	603	-	19,981
Reinvestment of distributions	70	139	2,916	4,902
Shares redeemed	(4,511)	(5,839)	(188,331)	(218,811)
Net increase (decrease)	2,010	6,280	$ 86,472	$ 233,122
Class F
Shares sold	7,100	8,796	$ 301,794	$ 331,309
Reinvestment of distributions	38	6	1,580	235
Shares redeemed	(465)	(282)	(20,877)	(10,900)
Net increase (decrease)	6,673	8,520	$ 282,497	$ 320,644

^A Conversion transactions for Class K and Blue Chip Growth are presented for the period August 1, 2009 through August 31, 2009.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

13. Other.

Semiannual Report

Managing Your Investments

By Phone

(phone_graphic)
Fidelity Workplace
Investing
1-800-835-5092

By PC

(computer_graphic)
Fidelity's Web Site
www.401k.com

Semiannual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

(letter_graphic)
For Retirement
Accounts

Buying shares

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

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

BCF-K-USAN-0311
1.863115.102

fid4997

Fidelity®

Blue Chip Value

Fund

Semiannual Report

January 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
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 6 months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

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, 2010 to January 31, 2011).

Actual Expenses

The first line of the accompanying table 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 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 provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2010	Ending Account Value January 31, 2011	Expenses Paid During Period* August 1, 2010 to January 31, 2011
Actual	.72%	$ 1,000.00	$ 1,140.00	$ 3.88
Hypothetical (5% return per year before expenses)		$ 1,000.00	$ 1,021.58	$ 3.67

* Expenses are equal to the Fund's 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, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Pfizer, Inc.	5.5	3.3
Sprint Nextel Corp.	4.0	0.9
Seagate Technology	3.8	0.0
General Electric Co.	3.5	1.3
Garmin Ltd.	2.8	0.0
Chevron Corp.	2.7	3.1
Johnson & Johnson	2.7	2.7
Grupo Modelo SAB de CV Series C	2.7	0.3
JPMorgan Chase & Co.	2.6	5.0
Citigroup, Inc.	2.6	1.9
	32.9
Top Five Market Sectors as of January 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.4	29.9
Health Care	16.6	13.9
Energy	12.3	13.9
Information Technology	11.0	7.1
Industrials	9.4	11.5

Asset Allocation (% of fund's net assets)
As of January 31, 2011*			As of July 31, 2010**
	Stocks 97.7%			Stocks 99.5%
	Short-Term Investments and Net Other Assets 2.3%			Short-Term Investments and Net Other Assets 0.5%
* Foreign investments		22.3%	** Foreign investments		9.3%

fid5038

Semiannual Report

Investments January 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.7%
	Shares		Value
CONSUMER DISCRETIONARY - 7.9%
Automobiles - 0.7%
General Motors Co.	56,132		$ 2,048,258
Honda Motor Co. Ltd.	16,100		693,945
			2,742,203
Household Durables - 2.8%
D.R. Horton, Inc.	14,700		182,133
Garmin Ltd. (d)	333,559		10,283,624
			10,465,757
Media - 3.9%
Comcast Corp. Class A (special) (non-vtg.)	185,597		3,979,200
Time Warner, Inc.	126,500		3,978,425
Washington Post Co. Class B (d)	15,070		6,455,235
			14,412,860
Specialty Retail - 0.5%
Best Buy Co., Inc.	52,793		1,794,962
TOTAL CONSUMER DISCRETIONARY			29,415,782
CONSUMER STAPLES - 6.5%
Beverages - 3.0%
Grupo Modelo SAB de CV Series C	1,603,600		9,882,073
The Coca-Cola Co.	18,900		1,187,865
			11,069,938
Food & Staples Retailing - 1.2%
CVS Caremark Corp.	116,100		3,970,620
Kroger Co.	32,450		694,430
			4,665,050
Food Products - 1.9%
Dean Foods Co. (a)	257,457		2,613,189
Kraft Foods, Inc. Class A	149,460		4,568,992
			7,182,181
Household Products - 0.4%
Procter & Gamble Co.	20,900		1,319,417
TOTAL CONSUMER STAPLES			24,236,586
ENERGY - 12.3%
Energy Equipment & Services - 0.5%
Transocean Ltd. (a)	21,100		1,686,523
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - 11.8%
Anadarko Petroleum Corp.	55,700		$ 4,293,356
Apache Corp.	16,100		1,921,696
BP PLC sponsored ADR	164,162		7,792,770
Chevron Corp.	105,600		10,024,608
ConocoPhillips	49,700		3,551,562
Exxon Mobil Corp.	17,750		1,432,070
Marathon Oil Corp.	132,900		6,073,530
Occidental Petroleum Corp.	35,616		3,443,355
Suncor Energy, Inc.	101,800		4,215,990
Total SA sponsored ADR	21,400		1,257,678
			44,006,615
TOTAL ENERGY			45,693,138
FINANCIALS - 22.4%
Capital Markets - 5.1%
Bank of New York Mellon Corp.	123,600		3,860,028
BlackRock, Inc. Class A	6,099		1,207,724
Goldman Sachs Group, Inc.	30,700		5,023,134
Invesco Ltd.	46,000		1,138,040
Morgan Stanley	85,500		2,513,700
Northern Trust Corp.	55,500		2,884,890
State Street Corp.	50,570		2,362,630
			18,990,146
Commercial Banks - 4.1%
Aozora Bank Ltd.	871,000		1,920,699
PNC Financial Services Group, Inc.	9,922		595,320
Sumitomo Mitsui Financial Group, Inc.	118,600		4,032,399
Wells Fargo & Co.	270,998		8,785,755
			15,334,173
Consumer Finance - 0.7%
Discover Financial Services	129,100		2,658,169
Diversified Financial Services - 6.6%
Bank of America Corp.	380,802		5,228,411
Citigroup, Inc. (a)	1,971,560		9,502,919
JPMorgan Chase & Co.	216,552		9,731,847
			24,463,177
Insurance - 5.5%
Berkshire Hathaway, Inc. Class B (a)	50,920		4,162,710
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Everest Re Group Ltd.	11,044		$ 930,788
First American Financial Corp.	156,200		2,422,662
Genworth Financial, Inc. Class A (a)	97,727		1,326,155
Lincoln National Corp.	91,800		2,647,512
MetLife, Inc.	95,000		4,348,150
RenaissanceRe Holdings Ltd.	26,800		1,758,616
XL Capital Ltd. Class A	127,312		2,917,991
			20,514,584
Thrifts & Mortgage Finance - 0.4%
Radian Group, Inc.	192,900		1,385,022
TOTAL FINANCIALS			83,345,271
HEALTH CARE - 16.6%
Biotechnology - 1.4%
Gilead Sciences, Inc. (a)	132,200		5,073,836
Health Care Equipment & Supplies - 1.3%
Boston Scientific Corp. (a)	129,200		901,816
CareFusion Corp. (a)	77,200		1,986,356
Covidien PLC	38,285		1,817,389
			4,705,561
Health Care Providers & Services - 1.4%
Omnicare, Inc.	113,979		2,954,336
UnitedHealth Group, Inc.	60,000		2,463,000
			5,417,336
Pharmaceuticals - 12.5%
Eli Lilly & Co.	194,489		6,762,383
Johnson & Johnson	166,081		9,926,661
Merck & Co., Inc.	283,515		9,404,193
Pfizer, Inc.	1,116,319		20,339,333
			46,432,570
TOTAL HEALTH CARE			61,629,303
INDUSTRIALS - 9.4%
Aerospace & Defense - 1.0%
United Technologies Corp.	44,200		3,593,460
Building Products - 0.5%
Armstrong World Industries, Inc.	42,600		1,729,986
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Construction & Engineering - 1.3%
Jacobs Engineering Group, Inc. (a)	61,350		$ 3,151,550
KBR, Inc.	57,200		1,836,120
			4,987,670
Electrical Equipment - 0.4%
Alstom SA	26,116		1,457,463
Industrial Conglomerates - 4.6%
General Electric Co.	646,841		13,027,378
Siemens AG sponsored ADR	8,507		1,092,384
Textron, Inc.	108,286		2,846,839
			16,966,601
Machinery - 1.6%
Ingersoll-Rand Co. Ltd.	70,600		3,332,320
Navistar International Corp. (a)	43,600		2,827,460
			6,159,780
TOTAL INDUSTRIALS			34,894,960
INFORMATION TECHNOLOGY - 11.0%
Communications Equipment - 1.3%
Comverse Technology, Inc. (a)	761,300		4,994,128
Computers & Peripherals - 4.5%
Hewlett-Packard Co.	51,436		2,350,111
Seagate Technology (a)	1,018,095		14,253,330
			16,603,441
Electronic Equipment & Components - 0.9%
Avnet, Inc. (a)	48,823		1,739,075
Corning, Inc.	76,429		1,697,488
			3,436,563
Internet Software & Services - 0.4%
eBay, Inc. (a)	51,012		1,548,724
IT Services - 0.4%
CoreLogic, Inc. (a)	67,800		1,359,390
Office Electronics - 1.2%
Xerox Corp.	408,400		4,337,208
Semiconductors & Semiconductor Equipment - 0.6%
ASML Holding NV	25,740		1,081,337
MEMC Electronic Materials, Inc. (a)	116,000		1,286,440
			2,367,777
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - 1.7%
Microsoft Corp.	230,528		$ 6,391,389
TOTAL INFORMATION TECHNOLOGY			41,038,620
MATERIALS - 2.5%
Chemicals - 1.6%
Clariant AG (Reg.) (a)	203,949		3,600,942
Dow Chemical Co.	67,638		2,399,796
			6,000,738
Metals & Mining - 0.9%
Goldcorp, Inc.	84,900		3,408,382
TOTAL MATERIALS			9,409,120
TELECOMMUNICATION SERVICES - 7.5%
Diversified Telecommunication Services - 2.4%
AT&T, Inc.	181,800		5,003,136
Verizon Communications, Inc.	109,418		3,897,469
			8,900,605
Wireless Telecommunication Services - 5.1%
Sprint Nextel Corp. (a)	3,255,513		14,714,919
Vodafone Group PLC sponsored ADR	148,692		4,216,905
			18,931,824
TOTAL TELECOMMUNICATION SERVICES			27,832,429
UTILITIES - 1.6%
Electric Utilities - 1.6%
NextEra Energy, Inc.	63,375		3,388,028
PPL Corp.	98,239		2,533,584
			5,921,612
TOTAL COMMON STOCKS (Cost $354,969,435)		363,416,821
Money Market Funds - 4.2%
	Shares		Value
Fidelity Cash Central Fund, 0.19% (b)	3,845,817		$ 3,845,817
Fidelity Securities Lending Cash Central Fund, 0.21% (b)(c)	11,932,853		11,932,853
TOTAL MONEY MARKET FUNDS (Cost $15,778,670)		15,778,670
TOTAL INVESTMENT PORTFOLIO - 101.9% (Cost $370,748,105)			379,195,491
NET OTHER ASSETS (LIABILITIES) - (1.9)%			(7,092,405)
NET ASSETS - 100%		$ 372,103,086

Legend

(a) Non-income producing

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

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
Fidelity Cash Central Fund	$ 4,234
Fidelity Securities Lending Cash Central Fund	64,424
Total	$ 68,658

Other Information

The following is a summary of the inputs used, as of January 31, 2011, 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 Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 29,415,782	$ 28,721,837	$ 693,945	$ -
Consumer Staples	24,236,586	24,236,586	-	-
Energy	45,693,138	45,693,138	-	-
Financials	83,345,271	79,312,872	4,032,399	-
Health Care	61,629,303	61,629,303	-	-
Industrials	34,894,960	34,894,960	-	-
Information Technology	41,038,620	41,038,620	-	-
Materials	9,409,120	9,409,120	-	-
Telecommunication Services	27,832,429	27,832,429	-	-
Utilities	5,921,612	5,921,612	-	-
Money Market Funds	15,778,670	15,778,670	-	-
Total Investments in Securities:	$ 379,195,491	$ 374,469,147	$ 4,726,344	$ -

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

United States of America	77.7%
Ireland	6.0%
Switzerland	4.3%
United Kingdom	3.2%
Mexico	2.7%
Canada	2.0%
Japan	1.8%
Bermuda	1.0%
Others (Individually Less Than 1%)	1.3%
	100.0%

Income Tax Information

At July 31, 2010, the Fund had a capital loss carryforward of approximately $168,260,098 of which $112,736,963 and $55,523,135 will expire in fiscal 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2011 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $11,589,670) - See accompanying schedule: Unaffiliated issuers (cost $354,969,435)	$ 363,416,821
Fidelity Central Funds (cost $15,778,670)	15,778,670
Total Investments (cost $370,748,105)		$ 379,195,491
Receivable for investments sold		12,570,061
Receivable for fund shares sold		446,432
Dividends receivable		316,400
Distributions receivable from Fidelity Central Funds		31,642
Prepaid expenses		841
Other receivables		7,158
Total assets		392,568,025

Liabilities
Payable for investments purchased	$ 6,957,837
Payable for fund shares redeemed	1,186,141
Accrued management fee	99,542
Other affiliated payables	91,504
Other payables and accrued expenses	197,062
Collateral on securities loaned, at value	11,932,853
Total liabilities		20,464,939

Net Assets		$ 372,103,086
Net Assets consist of:
Paid in capital		$ 528,186,478
Distributions in excess of net investment income		(155,259)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(164,212,862)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		8,284,729
Net Assets, for 33,704,368 shares outstanding		$ 372,103,086
Net Asset Value, offering price and redemption price per share ($372,103,086 ÷ 33,704,368 shares)		$ 11.04

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended January 31, 2011 (Unaudited)

Investment Income
Dividends		$ 2,769,449
Income from Fidelity Central Funds		68,658
Total income		2,838,107

Expenses
Management fee Basic fee	$ 898,650
Performance adjustment	(334,882)
Transfer agent fees	476,749
Accounting and security lending fees	62,911
Custodian fees and expenses	22,442
Independent trustees' compensation	912
Registration fees	6,878
Audit	29,103
Legal	1,040
Miscellaneous	1,864
Total expenses before reductions	1,165,667
Expense reductions	(6,154)	1,159,513
Net investment income (loss)		1,678,594
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	15,186,227
Foreign currency transactions	(32,274)
Total net realized gain (loss)		15,153,953
Change in net unrealized appreciation (depreciation) on: Investment securities	25,191,440
Assets and liabilities in foreign currencies	(2,677)
Total change in net unrealized appreciation (depreciation)		25,188,763
Net gain (loss)		40,342,716
Net increase (decrease) in net assets resulting from operations		$ 42,021,310

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2011 (Unaudited)	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,678,594	$ 3,671,908
Net realized gain (loss)	15,153,953	15,221,567
Change in net unrealized appreciation (depreciation)	25,188,763	18,524,048
Net increase (decrease) in net assets resulting from operations	42,021,310	37,417,523
Distributions to shareholders from net investment income	(4,255,614)	(4,762,190)
Distributions to shareholders from net realized gain	(151,971)	-
Total distributions	(4,407,585)	(4,762,190)
Share transactions Proceeds from sales of shares	67,243,344	59,027,300
Reinvestment of distributions	4,272,411	4,632,338
Cost of shares redeemed	(61,939,531)	(104,167,012)
Net increase (decrease) in net assets resulting from share transactions	9,576,224	(40,507,374)
Total increase (decrease) in net assets	47,189,949	(7,852,041)

Net Assets
Beginning of period	324,913,137	332,765,178
End of period (including distributions in excess of net investment income of $155,259 and undistributed net investment income of $2,421,761, respectively)	$ 372,103,086	$ 324,913,137
Other Information Shares
Sold	6,223,470	5,931,222
Issued in reinvestment of distributions	426,327	479,700
Redeemed	(6,043,291)	(10,487,025)
Net increase (decrease)	606,506	(4,076,103)

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

Semiannual Report

Financial Highlights

	Six months ended January 31, 2011	Years ended July 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 9.82	$ 8.95	$ 12.15	$ 15.46	$ 13.95	$ 13.21
Income from Investment Operations
Net investment income (loss) ^D	.05	.10	.16	.21	.19	.10
Net realized and unrealized gain (loss)	1.31	.90	(3.17)	(2.68)	2.05	.95
Total from investment operations	1.36	1.00	(3.01)	(2.47)	2.24	1.05
Distributions from net investment income	(.14)	(.13)	(.18)	(.16)	(.13)	(.08)
Distributions from net realized gain	(.01)	-	(.01)	(.68)	(.60)	(.23)
Total distributions	(.14)^H	(.13)	(.19)	(.84)	(.73)	(.31)
Net asset value, end of period	$ 11.04	$ 9.82	$ 8.95	$ 12.15	$ 15.46	$ 13.95
Total Return^B,C	14.00%	11.20%	(24.89)%	(16.86)%	16.60%	8.05%
Ratios to Average Net Assets^E,G
Expenses before reductions	.72% ^A	.87%	.77%	.92%	.87%	.94%
Expenses net of fee waivers, if any	.72% ^A	.87%	.77%	.92%	.87%	.94%
Expenses net of all reductions	.72% ^A	.86%	.77%	.91%	.87%	.93%
Net investment income (loss)	1.04% ^A	1.05%	1.87%	1.46%	1.25%	.76%
Supplemental Data
Net assets, end of period (000 omitted)	$ 372,103	$ 324,913	$ 332,765	$ 517,730	$ 731,351	$ 272,702
Portfolio turnover rate ^F	189% ^A	59%	69%	61%	92%	74%

^A Annualized

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

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

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

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

^G Expense ratios reflect operating expenses of the Fund. 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 Fund 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 Fund.

^H Total distributions of $.14 per share is comprised of distributions from net investment income of $.135 and distributions from net realized gain of $.005 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, 2011 (Unaudited)

1. Organization.

Fidelity Blue Chip Value Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

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

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

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, 2011, is included at the end of the Fund's Schedule of Investments. 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 each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Service (IRS) for a period of three years. 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 and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 26,502,952
Gross unrealized depreciation	(25,629,606)
Net unrealized appreciation (depreciation) on securities and other investments	$ 873,346
Tax cost	$ 378,322,145

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $301,240,500 and $300,906,687, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .35% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .30% of average net assets.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 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 $579 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Security Lending - continued

to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 $1,541,500. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and 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 $64,424, including $7,509 from securities loaned to FCM.

8. Expense Reductions.

9. 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) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

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®) fid4994 1-800-544-5555

Automated line for quickest service

BCV-USAN-0311
1.789732.108

fid4997

Fidelity®

Dividend Growth

Fund

Semiannual Report

January 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
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.

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

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, 2010 to January 31, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2010	Ending Account Value January 31, 2011	Expenses Paid During Period* August 1, 2010 to January 31, 2011
Dividend Growth	.93%
Actual		$ 1,000.00	$ 1,233.30	$ 5.24
Hypothetical^A		$ 1,000.00	$ 1,020.52	$ 4.74
Class K	.77%
Actual		$ 1,000.00	$ 1,234.20	$ 4.34
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.92

^A 5% return per year before expenses

* 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, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	2.7	2.2
Wells Fargo & Co.	1.8	1.9
JPMorgan Chase & Co.	1.6	1.8
Citigroup, Inc.	1.6	0.8
General Electric Co.	1.3	1.6
The Coca-Cola Co.	1.3	0.8
Cisco Systems, Inc.	1.0	1.3
Oracle Corp.	0.9	0.9
Hewlett-Packard Co.	0.9	1.1
Merck & Co., Inc.	0.9	1.1
	14.0
Top Five Market Sectors as of January 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	17.3	17.4
Financials	15.8	17.5
Industrials	14.5	13.9
Energy	12.2	11.2
Consumer Discretionary	10.7	10.4

Asset Allocation (% of fund's net assets)
As of January 31, 2011*			As of July 31, 2010**
	Stocks and Investment Companies 97.8%			Stocks and Investment Companies 97.7%
	Bonds 0.0%			Bonds 0.3%
	Convertible Securities 1.1%			Convertible Securities 1.3%
	Short-Term Investments and Net Other Assets 1.1%			Short-Term Investments and Net Other Assets 0.7%
* Foreign investments		19.6%	** Foreign investments		16.6%

fid506

Semiannual Report

Investments January 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.3%
Auto Components - 0.4%
Exide Industries Ltd.	306,475		$ 859
Minth Group Ltd.	4,494,000		6,801
Modine Manufacturing Co. (a)	641,445		10,584
Tenneco, Inc. (a)	211,707		8,750
Tower International, Inc.	69,197		1,237
TRW Automotive Holdings Corp. (a)	150,864		9,001
			37,232
Automobiles - 0.7%
Bayerische Motoren Werke AG (BMW)	149,691		11,492
General Motors Co.	142,548		5,202
Harley-Davidson, Inc.	294,262		11,667
Mazda Motor Corp.	2,500,000		7,371
Thor Industries, Inc.	220,590		8,197
Winnebago Industries, Inc. (a)(d)(e)	1,556,036		23,185
			67,114
Distributors - 0.1%
Silver Base Group Holdings Ltd.	11,002,000		7,902
Diversified Consumer Services - 0.6%
Coinstar, Inc. (a)	204,300		8,456
DeVry, Inc.	261,696		13,637
Global Education & Technology Group Ltd. ADR (a)	57,530		518
Grand Canyon Education, Inc. (a)	163,100		2,950
H&R Block, Inc.	326,600		4,089
ITT Educational Services, Inc. (a)	45,000		2,963
Service Corp. International	1,072,000		9,294
Stewart Enterprises, Inc. Class A (d)	2,248,355		14,345
			56,252
Hotels, Restaurants & Leisure - 2.0%
Accor SA	581,822		26,604
Ameristar Casinos, Inc.	272,485		4,185
Bravo Brio Restaurant Group, Inc.	519,449		8,467
Brinker International, Inc.	914,306		21,514
Club Mediterranee SA (a)	98,055		2,249
DineEquity, Inc. (a)(d)	493,765		25,468
InterContinental Hotel Group PLC	448,700		9,461
McDonald's Corp.	204,060		15,033
NH Hoteles SA (a)	2,196,373		12,990
O'Charleys, Inc. (a)(e)	1,496,225		10,354
Penn National Gaming, Inc. (a)	8,187		293
Sol Melia SA	812,867		8,574
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Spur Corp. Ltd.	1,680,051		$ 3,271
Starbucks Corp.	163,530		5,156
WMS Industries, Inc. (a)	867,944		36,410
Wyndham Worldwide Corp.	408,509		11,491
			201,520
Household Durables - 0.6%
Garmin Ltd. (d)	343,400		10,587
La-Z-Boy, Inc. (a)	323,157		2,689
Newell Rubbermaid, Inc.	367,400		7,072
PulteGroup, Inc. (a)	1,102,075		8,695
Stanley Black & Decker, Inc.	287,339		20,884
Techtronic Industries Co. Ltd.	4,062,000		5,054
Tempur-Pedic International, Inc. (a)	248,000		10,823
			65,804
Internet & Catalog Retail - 0.1%
Expedia, Inc.	588,903		14,817
Leisure Equipment & Products - 0.1%
Hasbro, Inc.	261,601		11,534
Media - 2.4%
CC Media Holdings, Inc. Class A (a)	1,200,000		9,900
Cinemark Holdings, Inc.	339,188		5,749
Comcast Corp.:
Class A	51,870		1,180
Class A (special) (non-vtg.)	2,279,067		48,863
McGraw-Hill Companies, Inc.	313,498		12,220
MDC Partners, Inc. Class A (sub. vtg.)	1,398,539		23,398
Mood Media Corp. (a)	1,001,500		2,001
News Corp. Class A	429,081		6,445
Saraiva SA Livreiros Editores	179,400		4,454
The Walt Disney Co.	1,243,725		48,344
Time Warner Cable, Inc.	642,634		43,590
Time Warner, Inc.	845,816		26,601
United Business Media Ltd.	751,111		8,451
Wolters Kluwer NV (Certificaten Van Aandelen)	398,800		9,139
			250,335
Multiline Retail - 0.6%
Maoye International Holdings Ltd.	9,689,000		4,300
Target Corp.	1,040,021		57,024
			61,324
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 2.3%
Advance Auto Parts, Inc.	466,900		$ 29,854
Asbury Automotive Group, Inc. (a)	479,969		8,836
Best Buy Co., Inc.	374,842		12,745
Big 5 Sporting Goods Corp.	492,300		6,242
Carphone Warehouse Group PLC (a)	1,419,949		9,165
Casual Male Retail Group, Inc. (a)	2,082,200		8,745
Collective Brands, Inc. (a)	106,250		2,163
Express, Inc.	213,030		3,707
Foot Locker, Inc.	692,827		12,374
Foschini Ltd.	552,000		6,103
Hengdeli Holdings Ltd.	25,940,000		14,606
Home Depot, Inc.	328,168		12,067
I.T Ltd.	4,754,000		3,219
Lowe's Companies, Inc.	2,016,312		50,005
Lumber Liquidators Holdings, Inc. (a)(d)	265,919		7,430
MarineMax, Inc. (a)	679,636		6,144
OfficeMax, Inc. (a)	919,756		14,780
Staples, Inc.	662,378		14,778
SuperGroup PLC	110,926		2,718
Urban Outfitters, Inc. (a)	322,600		10,910
			236,591
Textiles, Apparel & Luxury Goods - 0.4%
Bosideng International Holdings Ltd.	21,544,000		6,687
G-III Apparel Group Ltd. (a)	372,829		13,008
Maidenform Brands, Inc. (a)	118,516		3,051
Peak Sport Products Co. Ltd. (d)	7,808,000		5,197
Phillips-Van Heusen Corp.	288,763		16,855
			44,798
TOTAL CONSUMER DISCRETIONARY			1,055,223
CONSUMER STAPLES - 8.2%
Beverages - 1.9%
Anheuser-Busch InBev SA NV	302,047		16,664
Britvic PLC	830,568		5,968
Carlsberg AS Series B	136,900		13,639
Dr Pepper Snapple Group, Inc.	504,687		17,881
Grupo Modelo SAB de CV Series C	1,687,400		10,398
The Coca-Cola Co.	2,111,041		132,679
			197,229
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 2.1%
CVS Caremark Corp.	1,043,197		$ 35,677
Droga Raia SA	343,000		5,389
Drogasil SA	707,700		5,093
Eurocash SA	102,200		1,130
Kroger Co.	2,269,372		48,565
PriceSmart, Inc.	158,748		5,793
Susser Holdings Corp. (a)	474,400		6,841
Wal-Mart Stores, Inc.	1,004,563		56,326
Walgreen Co.	1,004,818		40,635
Winn-Dixie Stores, Inc. (a)	1,091,635		6,965
			212,414
Food Products - 2.1%
Archer Daniels Midland Co.	584,315		19,090
Calavo Growers, Inc.	581,770		13,427
Chiquita Brands International, Inc. (a)	452,692		6,981
Darling International, Inc. (a)	326,900		4,429
Flowers Foods, Inc.	596,212		15,042
Global Dairy Holdings Ltd.	12,877,000		4,112
Green Mountain Coffee Roasters, Inc. (a)	155,300		5,215
Kellogg Co.	146,498		7,369
Kraft Foods, Inc. Class A	1,573,194		48,093
M. Dias Branco SA	12,100		268
Marine Harvest ASA (d)	26,152,624		29,421
Nestle SA	497,616		26,906
Sara Lee Corp.	563,066		9,555
Seneca Foods Corp. Class A (a)	113,852		3,165
Shenguan Holdings Group Ltd.	1,414,000		1,897
Smithfield Foods, Inc. (a)	705,321		14,043
The J.M. Smucker Co.	81,737		5,081
			214,094
Household Products - 0.8%
Procter & Gamble Co.	1,158,963		73,165
Uni-Charm Corp.	139,000		5,351
Youyuan International Holdings Ltd.	8,394,000		4,393
			82,909
Personal Products - 0.4%
Avon Products, Inc.	692,228		19,597
BaWang International (Group) Holding Ltd. (d)	19,470,000		5,519
Estee Lauder Companies, Inc. Class A	137,835		11,096
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - continued
Hengan International Group Co. Ltd.	951,500		$ 7,121
USANA Health Sciences, Inc. (a)	101,905		3,864
			47,197
Tobacco - 0.9%
Imperial Tobacco Group PLC	256,077		7,317
Philip Morris International, Inc.	1,497,419		85,712
			93,029
TOTAL CONSUMER STAPLES			846,872
ENERGY - 12.2%
Energy Equipment & Services - 3.9%
Aker Solutions ASA	1,215,979		22,111
Baker Hughes, Inc.	402,276		27,560
Cathedral Energy Services Ltd.	409,500		4,050
Ensco International Ltd. ADR	16,300		886
Halliburton Co.	1,161,975		52,289
ION Geophysical Corp. (a)	1,912,478		18,188
McDermott International, Inc. (a)	40,916		850
National Oilwell Varco, Inc.	1,093,270		80,793
Noble Corp.	384,508		14,707
Oceaneering International, Inc. (a)	53,500		4,132
Saipem SpA	265,598		13,286
Schlumberger Ltd.	950,054		84,545
Transocean Ltd. (a)	290,576		23,226
Unit Corp. (a)	20,400		1,044
Vantage Drilling Co. (a)	5,475,916		10,185
Weatherford International Ltd. (a)	1,676,911		39,776
			397,628
Oil, Gas & Consumable Fuels - 8.3%
Americas Petrogas, Inc. (a)	1,433,100		2,663
Anadarko Petroleum Corp.	395,417		30,479
Apache Corp.	438,989		52,398
Berry Petroleum Co. Class A	591,038		27,584
BP PLC sponsored ADR	655,859		31,134
Buckeye Partners LP (g)	129,500		7,536
Chesapeake Energy Corp.	253,500		7,486
Chevron Corp.	329,187		31,250
Cimarex Energy Co.	122,247		12,730
Compton Petroleum Corp. (a)	388,200		171
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Concho Resources, Inc. (a)	39,098		$ 3,763
Concho Resources, Inc. (a)(g)	230,820		22,216
CVR Energy, Inc. (a)	1,037,512		17,970
Daylight Energy Ltd.	113,600		1,145
Denbury Resources, Inc. (a)	1,034,899		21,060
Double Eagle Petroleum Co. (a)	167,886		1,308
EOG Resources, Inc.	206,745		21,996
Extract Resources Ltd. (a)	306,808		2,724
Exxon Mobil Corp.	382,880		30,891
Gran Tierra Energy, Inc. (a)	633,600		5,690
Heritage Oil PLC	715,800		3,737
Hess Corp.	24,573		2,067
Holly Corp.	590,935		28,997
InterOil Corp. (a)(d)	244,719		16,935
Kodiak Oil & Gas Corp. (a)(d)	1,928,607		12,247
Madalena Ventures, Inc. (a)	1,472,000		1,323
Marathon Oil Corp.	666,456		30,457
Massey Energy Co.	364,617		22,920
Niko Resources Ltd.	114,100		11,113
Noble Energy, Inc.	304,011		27,695
Northern Oil & Gas, Inc. (a)	2,076,595		57,252
OAO Gazprom sponsored ADR	220,700		5,906
Occidental Petroleum Corp.	461,622		44,630
Painted Pony Petroleum Ltd. (a)(f)	116,500		1,222
Painted Pony Petroleum Ltd. Class A (a)	61,300		643
Pan Orient Energy Corp. (a)	938,500		6,422
PetroBakken Energy Ltd. Class A (d)	281,726		6,034
Petrofrontier Corp.	204,400		755
Petrohawk Energy Corp. (a)	875,568		17,555
Petroleum Development Corp. (a)	122,609		5,580
Petroplus Holdings AG	533,570		8,743
Plains Exploration & Production Co. (a)	634,117		22,448
Progress Energy Resources Corp.	418,000		5,687
Repsol YPF SA sponsored ADR	12,300		390
Resolute Energy Corp. (a)(d)	506,732		9,172
Rockhopper Exploration PLC (a)	565,593		3,225
Rodinia Oil Corp.	592,800		1,528
Royal Dutch Shell PLC Class B ADR	297,716		21,010
Southwestern Energy Co. (a)	315,125		12,447
Suncor Energy, Inc.	355,800		14,735
TAG Oil Ltd. (a)	797,300		5,671
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Talisman Energy, Inc.	627,900		$ 14,388
Tesoro Corp. (a)	925,116		17,808
Total SA sponsored ADR	175,728		10,328
Valero Energy Corp.	1,123,316		28,487
Voyager Oil & Gas, Inc. (a)	100		0*
Western Refining, Inc. (a)	163,405		1,990
Whiting Petroleum Corp. (a)	173,985		21,971
Williams Companies, Inc.	768,230		20,735
			856,447
TOTAL ENERGY			1,254,075
FINANCIALS - 15.3%
Capital Markets - 2.5%
American Capital Ltd. (a)	673,725		5,504
Bank of New York Mellon Corp.	856,352		26,744
Bank Sarasin & Co. Ltd. Series B (Reg.)	170,269		7,827
BlackRock, Inc. Class A	159,000		31,485
Deutsche Bank AG (NY Shares)	28,600		1,675
Evercore Partners, Inc. Class A	42,900		1,386
FXCM, Inc. Class A	305,800		4,150
Goldman Sachs Group, Inc.	348,429		57,010
GP Investments, Ltd. unit (a)	1,348,529		5,499
ICAP PLC	686,000		5,895
Invesco Ltd.	662,787		16,397
Medley Capital Corp. (a)	234,600		2,815
Morgan Stanley	2,004,924		58,945
State Street Corp.	540,841		25,268
TD Ameritrade Holding Corp.	286,217		5,845
			256,445
Commercial Banks - 4.1%
Associated Banc-Corp.	1,351,243		18,890
Banco do Brasil SA	592,500		10,574
Banco Pine SA	625,500		5,210
CapitalSource, Inc.	5,651,145		43,627
CIT Group, Inc. (a)	162,663		7,757
Comerica, Inc.	163,602		6,250
Commercial Bank of Qatar GDR (Reg. S)	706,706		3,260
Guaranty Trust Bank PLC GDR (Reg. S)	554,957		3,968
Huntington Bancshares, Inc.	2,935,105		21,250
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
Itau Unibanco Banco Multiplo SA ADR (a)(f)	253,800		$ 5,457
Lloyds Banking Group PLC (a)	5,231,900		5,290
PNC Financial Services Group, Inc.	351,038		21,062
Regions Financial Corp.	2,739,959		19,454
Seven Bank Ltd.	694		1,566
SunTrust Banks, Inc.	800,916		24,372
Susquehanna Bancshares, Inc., Pennsylvania	888,625		8,495
SVB Financial Group (a)	422,500		22,169
U.S. Bancorp, Delaware	101,398		2,738
Webster Financial Corp.	65,424		1,497
Wells Fargo & Co.	5,628,041		182,461
Wilmington Trust Corp., Delaware	1,245,858		5,457
Zions Bancorporation	196,302		4,629
			425,433
Consumer Finance - 0.7%
American Express Co.	710,857		30,837
Capital One Financial Corp.	225,992		10,884
Discover Financial Services	678,627		13,973
International Personal Finance PLC	122,761		672
SLM Corp. (a)	787,260		11,344
			67,710
Diversified Financial Services - 4.0%
Bank of America Corp.	396,300		5,441
Citigroup, Inc. (a)	34,674,685		167,132
CME Group, Inc.	59,027		18,213
Deutsche Boerse AG	128,642		9,749
Infrastructure Development Finance Co. Ltd.	1,797,985		5,777
JPMorgan Chase & Co.	3,759,919		168,971
PICO Holdings, Inc. (a)(e)	1,219,564		37,782
			413,065
Insurance - 1.4%
AEGON NV (a)	1,257,527		9,306
Allstate Corp.	69,264		2,157
Assured Guaranty Ltd.	1,750,051		25,306
Berkshire Hathaway, Inc. Class B (a)	81,754		6,683
Delphi Financial Group, Inc. Class A	313,335		9,018
Endurance Specialty Holdings Ltd.	226,900		10,549
Genworth Financial, Inc. Class A (a)	2,711,525		36,795
Lincoln National Corp.	669,350		19,304
MetLife, Inc.	199,500		9,131
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
Platinum Underwriters Holdings Ltd.	127,000		$ 5,613
Prudential Financial, Inc.	187,900		11,558
			145,420
Real Estate Investment Trusts - 1.7%
alstria office REIT-AG	101,900		1,437
Boston Properties, Inc.	56,991		5,378
CBL & Associates Properties, Inc.	633,200		10,802
Digital Realty Trust, Inc. (d)	106,321		5,784
Education Realty Trust, Inc.	826,300		6,445
Franklin Street Properties Corp.	606,400		9,090
HCP, Inc.	125,400		4,651
ProLogis Trust	1,593,800		23,779
Public Storage	133,419		14,540
Sabra Health Care REIT, Inc.	300,733		5,597
SL Green Realty Corp.	291,200		21,188
The Macerich Co.	125,654		6,114
U-Store-It Trust	568,200		5,489
Vornado Realty Trust	146,838		12,935
Westfield Group unit	168,768		1,655
Westfield Retail Trust unit	208,666		551
Weyerhaeuser Co.	1,572,556		36,452
			171,887
Real Estate Management & Development - 0.9%
Beni Stabili SpA Siiq	4,716,900		4,494
CB Richard Ellis Group, Inc. Class A (a)	2,247,658		49,876
Coresite Realty Corp.	340,335		4,891
Iguatemi Empresa de Shopping Centers SA	432,100		9,329
Jones Lang LaSalle, Inc.	167,934		14,886
Kenedix, Inc. (a)	36,232		9,151
			92,627
TOTAL FINANCIALS			1,572,587
HEALTH CARE - 9.8%
Biotechnology - 2.7%
Alexion Pharmaceuticals, Inc. (a)	126,500		10,603
Amgen, Inc. (a)	846,059		46,601
Amylin Pharmaceuticals, Inc. (a)	598,370		9,682
ARIAD Pharmaceuticals, Inc. (a)	2,189,679		13,959
ArQule, Inc. (a)	429,200		2,631
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
AVEO Pharmaceuticals, Inc.	773,000		$ 11,077
AVEO Pharmaceuticals, Inc. (g)	290,609		4,164
Biogen Idec, Inc. (a)	296,922		19,439
Cephalon, Inc. (a)	145,400		8,590
Clinical Data, Inc. (a)(d)	408,877		12,160
Dynavax Technologies Corp. (a)	2,621,070		7,863
Gilead Sciences, Inc. (a)	226,500		8,693
Human Genome Sciences, Inc. (a)	577,300		14,005
ImmunoGen, Inc. (a)	376,900		3,113
InterMune, Inc. (a)	218,906		8,181
Micromet, Inc. (a)	1,097,200		7,055
NPS Pharmaceuticals, Inc. (a)	429,035		4,292
PDL BioPharma, Inc.	1,012,800		5,003
Renovo Group PLC (a)	1,935,800		2,279
SIGA Technologies, Inc. (a)(d)	1,484,674		17,037
Theravance, Inc. (a)	1,321,161		27,797
Thrombogenics NV (a)	402,397		12,119
United Therapeutics Corp. (a)	225,400		15,323
ZIOPHARM Oncology, Inc. (a)	983,452		5,738
			277,404
Health Care Equipment & Supplies - 1.6%
American Medical Systems Holdings, Inc. (a)	639,316		12,479
Boston Scientific Corp. (a)	1,461,300		10,200
C. R. Bard, Inc.	300,130		28,317
Covidien PLC	513,027		24,353
GN Store Nordic AS (a)	592,874		5,678
Hill-Rom Holdings, Inc.	341,100		13,804
Kinetic Concepts, Inc. (a)	240,125		11,077
Orthofix International NV (a)	432,888		12,381
Orthovita, Inc. (a)	1,626,500		3,342
Sirona Dental Systems, Inc. (a)	20,400		894
Symmetry Medical, Inc. (a)	951,051		9,102
William Demant Holding AS (a)	115,354		9,236
Wright Medical Group, Inc. (a)	712,491		10,588
Zimmer Holdings, Inc. (a)	187,942		11,119
			162,570
Health Care Providers & Services - 2.2%
Brookdale Senior Living, Inc. (a)	1,149,700		25,121
Catalyst Health Solutions, Inc. (a)	241,229		10,469
CIGNA Corp.	964,700		40,537
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
DaVita, Inc. (a)	150,398		$ 11,107
Emeritus Corp. (a)	431,073		8,233
Express Scripts, Inc. (a)	820,200		46,202
Fresenius Medical Care AG & Co. KGaA	224,223		13,118
McKesson Corp.	326,946		24,577
Medco Health Solutions, Inc. (a)	537,308		32,787
Sun Healthcare Group, Inc. (a)	1,171,265		14,635
Sunrise Senior Living, Inc. (a)	4,392		35
			226,821
Health Care Technology - 0.2%
Allscripts-Misys Healthcare Solutions, Inc. (a)	722,300		15,248
Life Sciences Tools & Services - 0.8%
Agilent Technologies, Inc. (a)	1,185,375		49,584
Lonza Group AG	105,252		8,288
PerkinElmer, Inc.	147,200		3,765
QIAGEN NV (a)	163,100		3,009
Thermo Fisher Scientific, Inc. (a)	378,390		21,670
			86,316
Pharmaceuticals - 2.3%
Ardea Biosciences, Inc. (a)	759,132		20,132
Cadence Pharmaceuticals, Inc. (a)(d)	2,395,495		18,601
Cardiome Pharma Corp. (a)	519,000		3,266
Columbia Laboratories, Inc. (a)	776,400		1,755
GlaxoSmithKline PLC	1,163,300		21,002
GlaxoSmithKline PLC sponsored ADR	538,929		19,579
Merck & Co., Inc.	2,690,124		89,231
Novo Nordisk AS Series B	200,837		22,609
Pfizer, Inc.	351,400		6,403
Pronova BioPharma ASA (a)	987,850		1,624
Teva Pharmaceutical Industries Ltd. sponsored ADR	376,219		20,560
Valeant Pharmaceuticals International, Inc.	377,700		13,767
			238,529
TOTAL HEALTH CARE			1,006,888
INDUSTRIALS - 14.5%
Aerospace & Defense - 2.7%
Bombardier, Inc. Class B (sub. vtg.)	2,043,200		11,633
DigitalGlobe, Inc. (a)	283,021		8,692
Esterline Technologies Corp. (a)	153,521		10,928
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
GeoEye, Inc. (a)	581,150		$ 23,200
Goodrich Corp.	254,477		23,061
HEICO Corp. Class A	408,232		15,578
Honeywell International, Inc.	593,730		33,255
Meggitt PLC	4,061,741		23,094
Precision Castparts Corp.	250,572		35,829
Raytheon Co.	478,526		23,922
Rockwell Collins, Inc.	32,720		2,099
United Technologies Corp.	848,602		68,991
			280,282
Airlines - 0.2%
Copa Holdings SA Class A	93,997		5,287
Southwest Airlines Co.	785,995		9,314
United Continental Holdings, Inc. (a)	167,572		4,256
			18,857
Building Products - 0.4%
Masco Corp.	1,590,623		21,187
Owens Corning (a)	519,607		17,391
Quanex Building Products Corp.	228,938		4,462
			43,040
Commercial Services & Supplies - 1.0%
Avery Dennison Corp.	258,621		10,885
Casella Waste Systems, Inc. Class A (a)	426,952		3,424
Interface, Inc. Class A	861,327		13,997
Iron Mountain, Inc.	166,823		4,069
Knoll, Inc.	748,166		12,524
Pitney Bowes, Inc.	218,912		5,315
Quad/Graphics, Inc. (a)	141,849		6,307
R.R. Donnelley & Sons Co.	558,468		9,896
Republic Services, Inc.	500,465		15,434
Schawk, Inc. Class A	145,563		2,655
Steelcase, Inc. Class A	442,346		4,521
The Geo Group, Inc. (a)	482,449		11,468
			100,495
Construction & Engineering - 1.3%
Aveng Ltd.	890,100		4,707
Chiyoda Corp.	151,000		1,341
Dycom Industries, Inc. (a)	573,133		9,210
EMCOR Group, Inc. (a)	196,124		5,939
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Construction & Engineering - continued
Fluor Corp.	493,627		$ 34,154
Foster Wheeler Ag (a)	1,169,395		43,045
Great Lakes Dredge & Dock Corp.	646,573		5,373
Jacobs Engineering Group, Inc. (a)	204,300		10,495
MasTec, Inc. (a)	345,300		5,255
MYR Group, Inc. (a)	466,142		10,250
Shaw Group, Inc. (a)	236,983		8,951
			138,720
Electrical Equipment - 1.1%
Alstom SA	339,756		18,961
AMETEK, Inc.	293,182		11,956
Cooper Industries PLC Class A	365,312		22,379
Emerson Electric Co.	211,785		12,470
Prysmian SpA (d)	565,000		11,401
Regal-Beloit Corp.	158,974		10,610
Schneider Electric SA	95,607		14,908
Zumtobel AG	450,805		13,167
			115,852
Industrial Conglomerates - 2.3%
Cookson Group PLC (a)	898,953		9,568
General Electric Co.	6,874,839		138,459
Koninklijke Philips Electronics NV	518,400		16,151
Rheinmetall AG	228,900		19,598
Siemens AG sponsored ADR	66,560		8,547
Textron, Inc.	1,510,429		39,709
			232,032
Machinery - 2.8%
Actuant Corp. Class A	589,902		16,358
ArvinMeritor, Inc. (a)	456,144		9,971
Blount International, Inc. (a)	377,454		5,666
Caterpillar, Inc.	321,411		31,180
Changsha Zoomlion Heavy Industry Science & Technology Development Co. Ltd. (H Shares)	5,069,600		11,626
China Automation Group Ltd.	2,775,000		2,121
Commercial Vehicle Group, Inc. (a)	489,100		7,894
Cummins, Inc.	279,394		29,582
Dover Corp.	177,471		11,376
Fiat Industrial SpA (a)	588,400		7,963
Hardinge, Inc.	300,507		2,629
Harsco Corp.	171,653		5,539
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Ingersoll-Rand Co. Ltd.	605,524		$ 28,581
Navistar International Corp. (a)	904,300		58,644
NSK Ltd.	1,224,000		11,721
Pall Corp.	271,128		15,023
Schindler Holding AG (participation certificate)	85,465		9,541
SmartHeat, Inc. (a)(d)	1,573,910		7,492
Timken Co.	211,152		9,928
Trinity Industries, Inc.	200,347		5,588
WABCO Holdings, Inc. (a)	60,198		3,516
			291,939
Professional Services - 0.7%
CBIZ, Inc. (a)	680,713		4,745
FTI Consulting, Inc. (a)	282,394		10,299
IHS, Inc. Class A (a)	26,509		2,173
Kforce, Inc. (a)	433,860		7,757
Robert Half International, Inc.	525,300		16,473
SR Teleperformance SA	290,188		10,458
Towers Watson & Co.	331,202		18,060
			69,965
Road & Rail - 1.8%
Arkansas Best Corp.	265,197		6,776
Con-way, Inc.	423,386		14,404
CSX Corp.	823,500		58,139
Norfolk Southern Corp.	213,066		13,038
Saia, Inc. (a)(e)	865,075		12,379
Union Pacific Corp.	722,700		68,389
Universal Truckload Services, Inc. (a)	530,923		7,911
			181,036
Trading Companies & Distributors - 0.2%
Barloworld Ltd.	555,700		5,358
Finning International, Inc.	202,700		5,900
Kaman Corp.	334,000		9,831
			21,089
TOTAL INDUSTRIALS			1,493,307
INFORMATION TECHNOLOGY - 17.3%
Communications Equipment - 2.3%
Alcatel-Lucent SA sponsored ADR (a)(d)	1,021,800		3,382
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Calix Networks, Inc. (a)(d)	1,181,115		$ 19,252
Cisco Systems, Inc. (a)	4,640,807		98,153
Comtech Telecommunications Corp.	93,883		2,634
Comverse Technology, Inc. (a)	1,650,800		10,829
HTC Corp.	80,850		2,726
Infinera Corp. (a)	972,768		7,135
Juniper Networks, Inc. (a)	1,210,135		44,920
Motorola Mobility Holdings, Inc. (a)	315,396		8,790
Motorola Solutions, Inc. (a)	274,969		10,661
Nokia Corp. sponsored ADR (d)	196,177		2,099
QUALCOMM, Inc.	485,200		26,264
			236,845
Computers & Peripherals - 3.6%
Apple, Inc. (a)	802,976		272,464
Hewlett-Packard Co.	2,094,453		95,696
			368,160
Electronic Equipment & Components - 1.4%
Arrow Electronics, Inc. (a)	114,359		4,323
Avnet, Inc. (a)	960,688		34,220
Corning, Inc.	1,525,097		33,872
Funtalk China Holdings Ltd. (a)	2,067,961		12,346
HLS Systems International Ltd. (a)	349,968		5,617
Keyence Corp.	55,000		14,594
Molex, Inc. (d)	523,230		13,682
Tyco Electronics Ltd.	582,256		21,095
			139,749
Internet Software & Services - 0.9%
eAccess Ltd. (d)	20,253		12,263
eBay, Inc. (a)	1,078,226		32,735
Google, Inc. Class A (a)	68,225		40,960
NHN Corp. (a)	27,832		4,971
			90,929
IT Services - 1.3%
Acxiom Corp. (a)	607,828		10,473
Alliance Data Systems Corp. (a)	273,238		19,329
Atos Origin SA (a)	205,101		11,418
Fidelity National Information Services, Inc.	642,635		19,555
Heartland Payment Systems, Inc.	643,700		10,170
MasterCard, Inc. Class A	80,416		19,019
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Unisys Corp. (a)	430,385		$ 12,193
Virtusa Corp. (a)	221,384		3,564
Visa, Inc. Class A	462,100		32,278
			137,999
Office Electronics - 0.3%
Xerox Corp.	3,007,338		31,938
Semiconductors & Semiconductor Equipment - 5.3%
Advanced Micro Devices, Inc. (a)	815,571		6,386
Analog Devices, Inc.	581,800		22,591
ASML Holding NV	616,749		25,910
Atmel Corp. (a)	2,352,488		31,853
Avago Technologies Ltd.	1,523,359		43,736
Cymer, Inc. (a)	742,789		36,092
Entropic Communications, Inc. (a)(d)	445,384		4,886
Fairchild Semiconductor International, Inc. (a)	2,220,398		39,523
GT Solar International, Inc. (a)	192,033		2,121
Himax Technologies, Inc. sponsored ADR	2,128,823		5,365
Intersil Corp. Class A	698,817		10,566
Kulicke & Soffa Industries, Inc. (a)	1,089,526		10,623
Lam Research Corp. (a)	1,774,905		88,550
LTX-Credence Corp. (a)(e)	3,288,837		29,156
Mattson Technology, Inc. (a)	300,534		688
Maxim Integrated Products, Inc.	789,957		20,397
Microchip Technology, Inc. (d)	162,479		5,926
Micron Technology, Inc. (a)	4,000,552		42,166
National Semiconductor Corp.	1,318,226		19,984
NVIDIA Corp. (a)	649,696		15,541
NXP Semiconductors NV	1,137,300		29,274
ON Semiconductor Corp. (a)	3,189,702		35,246
Skyworks Solutions, Inc. (a)	106,171		3,373
Standard Microsystems Corp. (a)	177,477		4,268
Teradyne, Inc. (a)	57,974		967
TriQuint Semiconductor, Inc. (a)	839,100		11,043
			546,231
Software - 2.2%
Aspen Technology, Inc. (a)	396,000		5,603
Autodesk, Inc. (a)	45,000		1,831
BMC Software, Inc. (a)	450,990		21,512
CA, Inc.	959,167		22,828
Citrix Systems, Inc. (a)	235,740		14,894
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
DemandTec, Inc. (a)	810,662		$ 9,768
Informatica Corp. (a)	524,210		24,323
JDA Software Group, Inc. (a)	406,472		12,267
Micro Focus International PLC	1,735,629		11,403
NSD Co. Ltd.	204,200		2,122
Oracle Corp.	3,000,079		96,093
Sage Group PLC	1,057,600		4,999
			227,643
TOTAL INFORMATION TECHNOLOGY			1,779,494
MATERIALS - 6.1%
Chemicals - 2.5%
Air Products & Chemicals, Inc.	132,211		11,535
Ashland, Inc.	155,250		9,014
Cabot Corp.	40,900		1,769
Celanese Corp. Class A	383,840		15,926
CF Industries Holdings, Inc.	114,335		15,440
Clariant AG (Reg.) (a)	1,135,000		20,040
Dow Chemical Co.	1,132,668		40,187
Huabao International Holdings Ltd.	8,481,461		12,553
Israel Chemicals Ltd.	371,900		5,836
LyondellBasell Industries NV Class A (a)	392,600		14,110
Solutia, Inc. (a)	613,852		14,376
Spartech Corp. (a)(e)	1,840,701		15,370
Symrise AG	32,700		926
Syngenta AG (Switzerland)	23,750		7,658
Valspar Corp.	183,140		6,844
W.R. Grace & Co. (a)	1,353,025		48,019
Yara International ASA	345,300		19,428
			259,031
Construction Materials - 0.2%
HeidelbergCement AG	304,444		19,893
Containers & Packaging - 0.3%
Owens-Illinois, Inc. (a)	532,076		15,691
Rock-Tenn Co. Class A	106,270		7,094
Silgan Holdings, Inc.	181,600		6,779
			29,564
Metals & Mining - 3.1%
Alcoa, Inc.	875,476		14,507
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
Anglo American PLC (United Kingdom)	225,500		$ 11,061
Argonaut Gold, Inc. (a)	49,100		214
Centamin Egypt Ltd. (Canada) (a)	408,600		918
Commercial Metals Co.	1,134,000		18,960
Eldorado Gold Corp.	1,021,878		16,424
Freeport-McMoRan Copper & Gold, Inc.	277,187		30,144
Goldcorp, Inc.	818,600		32,863
Grande Cache Coal Corp. (a)	738,500		7,952
Gulf Resources, Inc. (a)(d)	582,180		5,560
Gulf Resources, Inc. (a)(g)	1,894,460		18,092
Ivanhoe Mines Ltd. (a)	1,850,265		51,399
Kinross Gold Corp.	860,545		14,304
Mirabela Nickel Ltd. (a)	306,652		688
Newcrest Mining Ltd.	907,007		33,425
Pan American Silver Corp.	297,400		9,758
Pediment Gold Corp. (a)	286,000		774
Randgold Resources Ltd. sponsored ADR	368,823		28,211
United States Steel Corp.	358,019		20,647
Walter Energy, Inc.	57,336		7,469
			323,370
TOTAL MATERIALS			631,858
TELECOMMUNICATION SERVICES - 1.5%
Diversified Telecommunication Services - 0.7%
China Unicom (Hong Kong) Ltd.	6,244,000		10,430
Frontier Communications Corp.	709,869		6,509
Iliad Group SA	129,004		13,696
Koninklijke KPN NV	163,453		2,577
Qwest Communications International, Inc.	4,603,100		32,820
Telefonica SA sponsored ADR	315,960		7,940
			73,972
Wireless Telecommunication Services - 0.8%
NII Holdings, Inc. (a)	251,000		10,537
SOFTBANK CORP.	175,200		6,026
Sprint Nextel Corp. (a)	9,619,815		43,482
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
TIM Participacoes SA	1,860,000		$ 6,871
Turkcell Iletisim Hizmet AS	1,389,000		8,560
			75,476
TOTAL TELECOMMUNICATION SERVICES			149,448
UTILITIES - 2.3%
Electric Utilities - 0.7%
American Electric Power Co., Inc.	265,462		9,472
Centrais Eletricas Brasileiras SA (Electrobras) (PN-B) sponsored ADR	502,200		8,266
FirstEnergy Corp. (d)	221,753		8,675
NextEra Energy, Inc.	380,956		20,366
NV Energy, Inc.	355,509		5,109
Power Grid Corp. of India Ltd.	367,766		775
PPL Corp.	637,653		16,445
			69,108
Gas Utilities - 0.1%
China Gas Holdings Ltd.	9,504,000		4,132
Enn Energy Holdings Ltd.	3,084,000		9,177
			13,309
Independent Power Producers & Energy Traders - 0.7%
AES Corp. (a)	6,036,156		74,848
Multi-Utilities - 0.8%
Alliant Energy Corp.	138,905		5,162
CMS Energy Corp.	1,183,601		23,080
National Grid PLC	1,145,900		10,161
PG&E Corp.	300,057		13,887
Public Service Enterprise Group, Inc.	423,114		13,722
Sempra Energy	207,722		10,816
			76,828
TOTAL UTILITIES			234,093
TOTAL COMMON STOCKS (Cost $8,166,176)		10,023,845
Preferred Stocks - 0.7%
	Shares		Value (000s)
Convertible Preferred Stocks - 0.6%
CONSUMER DISCRETIONARY - 0.3%
Automobiles - 0.3%
General Motors Co. 4.75%	501,900		$ 27,258
FINANCIALS - 0.2%
Diversified Financial Services - 0.2%
Citigroup, Inc. 7.50%	157,200		21,634
UTILITIES - 0.1%
Electric Utilities - 0.1%
PPL Corp. 9.50%	187,100		10,055
TOTAL CONVERTIBLE PREFERRED STOCKS			58,947
Nonconvertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.1%
Automobiles - 0.1%
Volkswagen AG	85,200		13,763
TOTAL PREFERRED STOCKS (Cost $59,563)		72,710
Investment Companies - 0.2%

Ares Capital Corp. (Cost $13,555)	1,070,680		17,977

Convertible Bonds - 0.5%
	Principal Amount (000s)
FINANCIALS - 0.3%
Real Estate Management & Development - 0.1%
Forest City Enterprises, Inc. 5% 10/15/16	$ 6,170		9,031
Thrifts & Mortgage Finance - 0.2%
MGIC Investment Corp. 9% 4/1/63 (f)	18,163		18,708
TOTAL FINANCIALS			27,739
HEALTH CARE - 0.2%
Biotechnology - 0.1%
Incyte Corp. 4.75% 10/1/15	5,630		10,676
Convertible Bonds - continued
	Principal Amount (000s)		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - 0.1%
Endo Pharmaceuticals Holdings, Inc. 1.75% 4/15/15	$ 8,010		$ 10,163
TOTAL HEALTH CARE			20,839
INDUSTRIALS - 0.0%
Trading Companies & Distributors - 0.0%
Kaman Corp. 3.25% 11/15/17 (f)	2,450		2,625
TELECOMMUNICATION SERVICES - 0.0%
Diversified Telecommunication Services - 0.0%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (f)	4,080		4,391
TOTAL CONVERTIBLE BONDS (Cost $37,228)		55,594

Money Market Funds - 1.9%
	Shares
Fidelity Cash Central Fund, 0.19% (b)	100,796,509		100,797
Fidelity Securities Lending Cash Central Fund, 0.21% (b)(c)	99,351,830		99,352
TOTAL MONEY MARKET FUNDS (Cost $200,149)		200,149
Cash Equivalents - 0.1%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 0.23%, dated 1/31/11 due 2/1/11 (Collateralized by U.S. Government Obligations) # (Cost $6,976)	$ 6,976		$ 6,976
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $8,483,647)			10,377,251
NET OTHER ASSETS (LIABILITIES) - (0.9)%			(93,741)
NET ASSETS - 100%		$ 10,283,510

Legend

(a) Non-income producing

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

(e) Affiliated company

(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 $52,008,000 or 0.5% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
AVEO Pharmaceuticals, Inc.	10/28/10	$ 3,923
Buckeye Partners LP	12/20/10	$ 7,822
Concho Resources, Inc.	7/20/10	$ 10,456
Gulf Resources, Inc.	12/11/09	$ 16,103

* Amount represents less than $1,000

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value (000's)
$6,976,000 due 2/01/11 at 0.23%
BNP Paribas Securities Corp.	$ 2,149
Barclays Capital, Inc.	1,319
Merrill Lynch, Pierce, Fenner & Smith, Inc.	3,508
	$ 6,976

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	$ 68
Fidelity Securities Lending Cash Central Fund	1,031
Total	$ 1,099

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
LTX-Credence Corp.	$ 24,000	$ 3,810	$ 915	$ -	$ 29,156
O'Charleys, Inc.	9,141	1,240	-	-	10,354
PICO Holdings, Inc.	38,871	687	1,228	-	37,782
Saia, Inc.	11,583	1,315	-	-	12,379
Spartech Corp.	15,775	2,357	-	-	15,370
Winnebago Industries, Inc.	16,261	-	-	-	23,185
Total	$ 115,631	$ 9,409	$ 2,143	$ -	$ 128,226

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,096,244	$ 1,086,783	$ 9,461	$ -
Consumer Staples	846,872	830,208	16,664	-
Energy	1,254,075	1,246,539	7,536	-
Financials	1,594,221	1,557,991	36,230	-
Health Care	1,006,888	963,277	43,611	-
Industrials	1,493,307	1,477,156	16,151	-
Information Technology	1,779,494	1,779,494	-	-
Materials	631,858	624,200	7,658	-
Telecommunication Services	149,448	130,458	18,990	-
Utilities	244,148	219,800	20,216	4,132
Investment Companies	17,977	17,977	-	-
Corporate Bonds	55,594	-	55,594	-
Money Market Funds	200,149	200,149	-	-
Cash Equivalents	6,976	-	6,976	-
Total Investments in Securities:	$ 10,377,251	$ 10,134,032	$ 239,087	$ 4,132

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:
Beginning Balance	$ -
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(1,057)
Cost of Purchases	5,127
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	62
Transfers out of Level 3	-
Ending Balance	$ 4,132
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2011	$ (1,057)

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

United States of America	80.4%
Canada	2.8%
Switzerland	2.5%
United Kingdom	2.1%
France	1.1%
Netherlands	1.1%
Others (Individually Less Than 1%)	10.0%
	100.0%

Income Tax Information

At July 31, 2010, the Fund had a capital loss carryforward of approximately $804,929,000 of which $691,258,000 and $113,671,000 will expire in fiscal 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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, 2011 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $97,582 and repurchase agreements of $6,976) - See accompanying schedule: Unaffiliated issuers (cost $8,161,345)	$ 10,048,876
Fidelity Central Funds (cost $200,149)	200,149
Other affiliated issuers (cost $122,153)	128,226
Total Investments (cost $8,483,647)		$ 10,377,251
Cash		2
Foreign currency held at value (cost $578)		574
Receivable for investments sold		106,865
Receivable for fund shares sold		14,653
Dividends receivable		4,298
Interest receivable		824
Distributions receivable from Fidelity Central Funds		128
Prepaid expenses		21
Other receivables		422
Total assets		10,505,038

Liabilities
Payable for investments purchased	$ 103,337
Payable for fund shares redeemed	9,710
Accrued management fee	6,061
Other affiliated payables	1,721
Other payables and accrued expenses	1,347
Collateral on securities loaned, at value	99,352
Total liabilities		221,528

Net Assets		$ 10,283,510
Net Assets consist of:
Paid in capital		$ 9,037,384
Distributions in excess of net investment income		(1,112)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(645,470)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,892,708
Net Assets		$ 10,283,510

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, 2011 (Unaudited)

Dividend Growth: Net Asset Value, offering price and redemption price per share ($9,709,090 ÷ 333,220 shares)		$ 29.14

Class K: Net Asset Value, offering price and redemption price per share ($574,420 ÷ 19,716 shares)		$ 29.13

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, 2011 (Unaudited)

Investment Income
Dividends		$ 52,679
Interest		6,444
Income from Fidelity Central Funds		1,099
Total income		60,222

Expenses
Management fee Basic fee	$ 25,078
Performance adjustment	5,932
Transfer agent fees	9,411
Accounting and security lending fees	633
Custodian fees and expenses	216
Independent trustees' compensation	26
Registration fees	58
Audit	47
Legal	29
Miscellaneous	42
Total expenses before reductions	41,472
Expense reductions	(184)	41,288
Net investment income (loss)		18,934
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	271,907
Other affiliated issuers	(559)
Foreign currency transactions	(997)
Total net realized gain (loss)		270,351
Change in net unrealized appreciation (depreciation) on: Investment securities	1,615,358
Assets and liabilities in foreign currencies	79
Total change in net unrealized appreciation (depreciation)		1,615,437
Net gain (loss)		1,885,788
Net increase (decrease) in net assets resulting from operations		$ 1,904,722

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, 2011 (Unaudited)	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 18,934	$ 44,690
Net realized gain (loss)	270,351	922,532
Change in net unrealized appreciation (depreciation)	1,615,437	264,038
Net increase (decrease) in net assets resulting from operations	1,904,722	1,231,260
Distributions to shareholders from net investment income	(51,737)	(39,369)
Distributions to shareholders from net realized gain	(26,364)	(16,428)
Total distributions	(78,101)	(55,797)
Share transactions - net increase (decrease)	371,477	104,895
Total increase (decrease) in net assets	2,198,098	1,280,358

Net Assets
Beginning of period	8,085,412	6,805,054
End of period (including distributions in excess of net investment income of $1,112 and undistributed net investment income of $31,691, respectively)	$ 10,283,510	$ 8,085,412

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

Semiannual Report

Financial Highlights - Dividend Growth

	Six months ended January 31, 2011	Years ended July 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 23.84	$ 20.25	$ 25.40	$ 32.73	$ 29.50	$ 28.85
Income from Investment Operations
Net investment income (loss) ^D	.05	.13 ^G	.24	.43	.52 ^H	.35
Net realized and unrealized gain (loss)	5.48	3.63	(4.01)	(5.08)	3.98	.99
Total from investment operations	5.53	3.76	(3.77)	(4.65)	4.50	1.34
Distributions from net investment income	(.15)	(.12)	(.37)	(.45)	(.45)	(.31)
Distributions from net realized gain	(.08)	(.05)	(1.01)	(2.23)	(.82)	(.38)
Total distributions	(.23)	(.17)	(1.38) ^J	(2.68)	(1.27)	(.69)
Net asset value, end of period	$ 29.14	$ 23.84	$ 20.25	$ 25.40	$ 32.73	$ 29.50
Total Return ^{B, C}	23.33%	18.59%	(15.33)%	(15.45)%	15.62%	4.73%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.93% ^A	.93%	.62%	.64%	.61%	.60%
Expenses net of fee waivers, if any	.93%^A	.93%	.62%	.64%	.61%	.60%
Expenses net of all reductions	.93%^A	.92%	.62%	.63%	.60%	.59%
Net investment income (loss)	.41%^A	.56%^G	1.34%	1.47%	1.62% ^H	1.21%
Supplemental Data
Net assets, end of period (in millions)	$ 9,709	$ 7,730	$ 6,603	$ 9,502	$ 16,265	$ 15,523
Portfolio turnover rate ^F	65%^A	85%	177%	52%	36%	30%

^A Annualized

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

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

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

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

^G Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

^H Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.40%.

^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.

^J Total distributions of $1.38 per share is comprised of distributions from net investment income of $.374 and distributions from net realized gain of $1.005 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2011	Years ended July 31,
	(Unaudited)	2010	2009	2008 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 23.86	$ 20.26	$ 25.41	$ 27.72
Income from Investment Operations
Net investment income (loss)^D	.08	.18^G	.26	.10
Net realized and unrealized gain (loss)	5.46	3.63	(4.00)	(2.41)
Total from investment operations	5.54	3.81	(3.74)	(2.31)
Distributions from net investment income	(.20)	(.16)	(.41)	-
Distributions from net realized gain	(.08)	(.05)	(1.01)	-
Total distributions	(.27) ^K	(.21)	(1.41)^J	-
Net asset value, end of period	$ 29.13	$ 23.86	$ 20.26	$ 25.41
Total Return^{B, C}	23.42%	18.86%	(15.16)%	(8.33)%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.77% ^A	.72%	.40%	.47%^A
Expenses net of fee waivers, if any	.77% ^A	.72%	.40%	.47%^A
Expenses net of all reductions	.76% ^A	.71%	.39%	.47%^A
Net investment income (loss)	.58% ^A	.76% ^G	1.57%	1.66%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 574,420	$ 355,463	$ 201,625	$ 92
Portfolio turnover rate ^F	65% ^A	85%	177%	52%

^A Annualized

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

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

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

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

^H For the period May 9, 2008 (commencement of sale of shares) to July 31, 2008.

^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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. 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.

^J Total distributions of $1.41 per share is comprised of distributions from net investment income of $.407 and distributions from net realized gain of $1.005 per share.

^K Total distributions of $.27 per share is comprised of distributions from net investment income of $.197 and distributions from net realized gain of $.077 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, 2011 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

Fidelity Dividend Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Dividend Growth 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. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated 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.

2. Investments in 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 FMR.

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

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

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. 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. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 2,131,228
Gross unrealized depreciation	(290,721)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,840,507
Tax cost	$ 8,536,744

4. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the SEC which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,129,771 and $2,864,503, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Dividend Growth as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .69% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, 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 Dividend Growth. 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. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Dividend Growth	$ 9,300	.22
Class K	111	.05
	$ 9,411

* Annualized

Semiannual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 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 $16 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. The lending agent 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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 $1,574. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and 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 $1,031, including $24 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $184 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2011	Year ended July 31, 2010
From net investment income
Dividend Growth	$ 48,547	$ 37,603
Class K	3,190	1,766
Total	$ 51,737	$ 39,369
From net realized gain
Dividend Growth	$ 25,105	$ 15,884
Class K	1,259	544
Total	$ 26,364	$ 16,428

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2011	Year ended July 31, 2010 ^A	Six months ended January 31, 2011	Year ended July 31, 2010 ^A
Dividend Growth
Shares sold	50,155	100,583	$ 1,302,331	$ 2,382,785
Conversion to Class K	-	(734)	-	(15,619)
Reinvestment of distributions	2,707	2,281	68,380	51,426
Shares redeemed	(43,935)	(104,010)	(1,131,649)	(2,429,464)
Net increase (decrease)	8,927	(1,880)	$ 239,062	$ (10,872)
Class K
Shares sold	6,798	6,982	$ 182,411	$ 165,346
Conversion from Dividend Growth	-	733	-	15,619
Reinvestment of distributions	175	102	4,449	2,310
Shares redeemed	(2,155)	(2,870)	(54,445)	(67,508)
Net increase (decrease)	4,818	4,947	$ 132,415	$ 115,767

^A Conversion transactions for Class K and Dividend Growth are presented for the period August 1, 2009 through August 31, 2009.

Semiannual Report

12. Other.

Semiannual Report

Managing Your Investments

By Phone

(phone_graphic)
Fidelity Automated
Service Telephone (FAST®)
1-800-544-5555

Press

fid4980 For mutual fund and brokerage trading.

fid4982 For quotes.*

fid4984 For account balances and holdings.

fid4986 To review orders and mutual
fund activity.

fid4988 To change your PIN.

fid4990 fid4992 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)
Fidelity's Web Site
www.fidelity.com

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) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.,
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

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®) fid4994 1-800-544-5555

Automated line for quickest service

DGF-USAN-0311
1.789283.108

fid4997

Fidelity®

Dividend Growth

Fund -

Class K

Semiannual Report

January 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
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.

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

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, 2010 to January 31, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2010	Ending Account Value January 31, 2011	Expenses Paid During Period* August 1, 2010 to January 31, 2011
Dividend Growth	.93%
Actual		$ 1,000.00	$ 1,233.30	$ 5.24
Hypothetical^A		$ 1,000.00	$ 1,020.52	$ 4.74
Class K	.77%
Actual		$ 1,000.00	$ 1,234.20	$ 4.34
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.92

^A 5% return per year before expenses

* 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, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	2.7	2.2
Wells Fargo & Co.	1.8	1.9
JPMorgan Chase & Co.	1.6	1.8
Citigroup, Inc.	1.6	0.8
General Electric Co.	1.3	1.6
The Coca-Cola Co.	1.3	0.8
Cisco Systems, Inc.	1.0	1.3
Oracle Corp.	0.9	0.9
Hewlett-Packard Co.	0.9	1.1
Merck & Co., Inc.	0.9	1.1
	14.0
Top Five Market Sectors as of January 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	17.3	17.4
Financials	15.8	17.5
Industrials	14.5	13.9
Energy	12.2	11.2
Consumer Discretionary	10.7	10.4

Asset Allocation (% of fund's net assets)
As of January 31, 2011*			As of July 31, 2010**
	Stocks and Investment Companies 97.8%			Stocks and Investment Companies 97.7%
	Bonds 0.0%			Bonds 0.3%
	Convertible Securities 1.1%			Convertible Securities 1.3%
	Short-Term Investments and Net Other Assets 1.1%			Short-Term Investments and Net Other Assets 0.7%
* Foreign investments		19.6%	** Foreign investments		16.6%

fid1226

Semiannual Report

Investments January 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.3%
Auto Components - 0.4%
Exide Industries Ltd.	306,475		$ 859
Minth Group Ltd.	4,494,000		6,801
Modine Manufacturing Co. (a)	641,445		10,584
Tenneco, Inc. (a)	211,707		8,750
Tower International, Inc.	69,197		1,237
TRW Automotive Holdings Corp. (a)	150,864		9,001
			37,232
Automobiles - 0.7%
Bayerische Motoren Werke AG (BMW)	149,691		11,492
General Motors Co.	142,548		5,202
Harley-Davidson, Inc.	294,262		11,667
Mazda Motor Corp.	2,500,000		7,371
Thor Industries, Inc.	220,590		8,197
Winnebago Industries, Inc. (a)(d)(e)	1,556,036		23,185
			67,114
Distributors - 0.1%
Silver Base Group Holdings Ltd.	11,002,000		7,902
Diversified Consumer Services - 0.6%
Coinstar, Inc. (a)	204,300		8,456
DeVry, Inc.	261,696		13,637
Global Education & Technology Group Ltd. ADR (a)	57,530		518
Grand Canyon Education, Inc. (a)	163,100		2,950
H&R Block, Inc.	326,600		4,089
ITT Educational Services, Inc. (a)	45,000		2,963
Service Corp. International	1,072,000		9,294
Stewart Enterprises, Inc. Class A (d)	2,248,355		14,345
			56,252
Hotels, Restaurants & Leisure - 2.0%
Accor SA	581,822		26,604
Ameristar Casinos, Inc.	272,485		4,185
Bravo Brio Restaurant Group, Inc.	519,449		8,467
Brinker International, Inc.	914,306		21,514
Club Mediterranee SA (a)	98,055		2,249
DineEquity, Inc. (a)(d)	493,765		25,468
InterContinental Hotel Group PLC	448,700		9,461
McDonald's Corp.	204,060		15,033
NH Hoteles SA (a)	2,196,373		12,990
O'Charleys, Inc. (a)(e)	1,496,225		10,354
Penn National Gaming, Inc. (a)	8,187		293
Sol Melia SA	812,867		8,574
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Spur Corp. Ltd.	1,680,051		$ 3,271
Starbucks Corp.	163,530		5,156
WMS Industries, Inc. (a)	867,944		36,410
Wyndham Worldwide Corp.	408,509		11,491
			201,520
Household Durables - 0.6%
Garmin Ltd. (d)	343,400		10,587
La-Z-Boy, Inc. (a)	323,157		2,689
Newell Rubbermaid, Inc.	367,400		7,072
PulteGroup, Inc. (a)	1,102,075		8,695
Stanley Black & Decker, Inc.	287,339		20,884
Techtronic Industries Co. Ltd.	4,062,000		5,054
Tempur-Pedic International, Inc. (a)	248,000		10,823
			65,804
Internet & Catalog Retail - 0.1%
Expedia, Inc.	588,903		14,817
Leisure Equipment & Products - 0.1%
Hasbro, Inc.	261,601		11,534
Media - 2.4%
CC Media Holdings, Inc. Class A (a)	1,200,000		9,900
Cinemark Holdings, Inc.	339,188		5,749
Comcast Corp.:
Class A	51,870		1,180
Class A (special) (non-vtg.)	2,279,067		48,863
McGraw-Hill Companies, Inc.	313,498		12,220
MDC Partners, Inc. Class A (sub. vtg.)	1,398,539		23,398
Mood Media Corp. (a)	1,001,500		2,001
News Corp. Class A	429,081		6,445
Saraiva SA Livreiros Editores	179,400		4,454
The Walt Disney Co.	1,243,725		48,344
Time Warner Cable, Inc.	642,634		43,590
Time Warner, Inc.	845,816		26,601
United Business Media Ltd.	751,111		8,451
Wolters Kluwer NV (Certificaten Van Aandelen)	398,800		9,139
			250,335
Multiline Retail - 0.6%
Maoye International Holdings Ltd.	9,689,000		4,300
Target Corp.	1,040,021		57,024
			61,324
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 2.3%
Advance Auto Parts, Inc.	466,900		$ 29,854
Asbury Automotive Group, Inc. (a)	479,969		8,836
Best Buy Co., Inc.	374,842		12,745
Big 5 Sporting Goods Corp.	492,300		6,242
Carphone Warehouse Group PLC (a)	1,419,949		9,165
Casual Male Retail Group, Inc. (a)	2,082,200		8,745
Collective Brands, Inc. (a)	106,250		2,163
Express, Inc.	213,030		3,707
Foot Locker, Inc.	692,827		12,374
Foschini Ltd.	552,000		6,103
Hengdeli Holdings Ltd.	25,940,000		14,606
Home Depot, Inc.	328,168		12,067
I.T Ltd.	4,754,000		3,219
Lowe's Companies, Inc.	2,016,312		50,005
Lumber Liquidators Holdings, Inc. (a)(d)	265,919		7,430
MarineMax, Inc. (a)	679,636		6,144
OfficeMax, Inc. (a)	919,756		14,780
Staples, Inc.	662,378		14,778
SuperGroup PLC	110,926		2,718
Urban Outfitters, Inc. (a)	322,600		10,910
			236,591
Textiles, Apparel & Luxury Goods - 0.4%
Bosideng International Holdings Ltd.	21,544,000		6,687
G-III Apparel Group Ltd. (a)	372,829		13,008
Maidenform Brands, Inc. (a)	118,516		3,051
Peak Sport Products Co. Ltd. (d)	7,808,000		5,197
Phillips-Van Heusen Corp.	288,763		16,855
			44,798
TOTAL CONSUMER DISCRETIONARY			1,055,223
CONSUMER STAPLES - 8.2%
Beverages - 1.9%
Anheuser-Busch InBev SA NV	302,047		16,664
Britvic PLC	830,568		5,968
Carlsberg AS Series B	136,900		13,639
Dr Pepper Snapple Group, Inc.	504,687		17,881
Grupo Modelo SAB de CV Series C	1,687,400		10,398
The Coca-Cola Co.	2,111,041		132,679
			197,229
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 2.1%
CVS Caremark Corp.	1,043,197		$ 35,677
Droga Raia SA	343,000		5,389
Drogasil SA	707,700		5,093
Eurocash SA	102,200		1,130
Kroger Co.	2,269,372		48,565
PriceSmart, Inc.	158,748		5,793
Susser Holdings Corp. (a)	474,400		6,841
Wal-Mart Stores, Inc.	1,004,563		56,326
Walgreen Co.	1,004,818		40,635
Winn-Dixie Stores, Inc. (a)	1,091,635		6,965
			212,414
Food Products - 2.1%
Archer Daniels Midland Co.	584,315		19,090
Calavo Growers, Inc.	581,770		13,427
Chiquita Brands International, Inc. (a)	452,692		6,981
Darling International, Inc. (a)	326,900		4,429
Flowers Foods, Inc.	596,212		15,042
Global Dairy Holdings Ltd.	12,877,000		4,112
Green Mountain Coffee Roasters, Inc. (a)	155,300		5,215
Kellogg Co.	146,498		7,369
Kraft Foods, Inc. Class A	1,573,194		48,093
M. Dias Branco SA	12,100		268
Marine Harvest ASA (d)	26,152,624		29,421
Nestle SA	497,616		26,906
Sara Lee Corp.	563,066		9,555
Seneca Foods Corp. Class A (a)	113,852		3,165
Shenguan Holdings Group Ltd.	1,414,000		1,897
Smithfield Foods, Inc. (a)	705,321		14,043
The J.M. Smucker Co.	81,737		5,081
			214,094
Household Products - 0.8%
Procter & Gamble Co.	1,158,963		73,165
Uni-Charm Corp.	139,000		5,351
Youyuan International Holdings Ltd.	8,394,000		4,393
			82,909
Personal Products - 0.4%
Avon Products, Inc.	692,228		19,597
BaWang International (Group) Holding Ltd. (d)	19,470,000		5,519
Estee Lauder Companies, Inc. Class A	137,835		11,096
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - continued
Hengan International Group Co. Ltd.	951,500		$ 7,121
USANA Health Sciences, Inc. (a)	101,905		3,864
			47,197
Tobacco - 0.9%
Imperial Tobacco Group PLC	256,077		7,317
Philip Morris International, Inc.	1,497,419		85,712
			93,029
TOTAL CONSUMER STAPLES			846,872
ENERGY - 12.2%
Energy Equipment & Services - 3.9%
Aker Solutions ASA	1,215,979		22,111
Baker Hughes, Inc.	402,276		27,560
Cathedral Energy Services Ltd.	409,500		4,050
Ensco International Ltd. ADR	16,300		886
Halliburton Co.	1,161,975		52,289
ION Geophysical Corp. (a)	1,912,478		18,188
McDermott International, Inc. (a)	40,916		850
National Oilwell Varco, Inc.	1,093,270		80,793
Noble Corp.	384,508		14,707
Oceaneering International, Inc. (a)	53,500		4,132
Saipem SpA	265,598		13,286
Schlumberger Ltd.	950,054		84,545
Transocean Ltd. (a)	290,576		23,226
Unit Corp. (a)	20,400		1,044
Vantage Drilling Co. (a)	5,475,916		10,185
Weatherford International Ltd. (a)	1,676,911		39,776
			397,628
Oil, Gas & Consumable Fuels - 8.3%
Americas Petrogas, Inc. (a)	1,433,100		2,663
Anadarko Petroleum Corp.	395,417		30,479
Apache Corp.	438,989		52,398
Berry Petroleum Co. Class A	591,038		27,584
BP PLC sponsored ADR	655,859		31,134
Buckeye Partners LP (g)	129,500		7,536
Chesapeake Energy Corp.	253,500		7,486
Chevron Corp.	329,187		31,250
Cimarex Energy Co.	122,247		12,730
Compton Petroleum Corp. (a)	388,200		171
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Concho Resources, Inc. (a)	39,098		$ 3,763
Concho Resources, Inc. (a)(g)	230,820		22,216
CVR Energy, Inc. (a)	1,037,512		17,970
Daylight Energy Ltd.	113,600		1,145
Denbury Resources, Inc. (a)	1,034,899		21,060
Double Eagle Petroleum Co. (a)	167,886		1,308
EOG Resources, Inc.	206,745		21,996
Extract Resources Ltd. (a)	306,808		2,724
Exxon Mobil Corp.	382,880		30,891
Gran Tierra Energy, Inc. (a)	633,600		5,690
Heritage Oil PLC	715,800		3,737
Hess Corp.	24,573		2,067
Holly Corp.	590,935		28,997
InterOil Corp. (a)(d)	244,719		16,935
Kodiak Oil & Gas Corp. (a)(d)	1,928,607		12,247
Madalena Ventures, Inc. (a)	1,472,000		1,323
Marathon Oil Corp.	666,456		30,457
Massey Energy Co.	364,617		22,920
Niko Resources Ltd.	114,100		11,113
Noble Energy, Inc.	304,011		27,695
Northern Oil & Gas, Inc. (a)	2,076,595		57,252
OAO Gazprom sponsored ADR	220,700		5,906
Occidental Petroleum Corp.	461,622		44,630
Painted Pony Petroleum Ltd. (a)(f)	116,500		1,222
Painted Pony Petroleum Ltd. Class A (a)	61,300		643
Pan Orient Energy Corp. (a)	938,500		6,422
PetroBakken Energy Ltd. Class A (d)	281,726		6,034
Petrofrontier Corp.	204,400		755
Petrohawk Energy Corp. (a)	875,568		17,555
Petroleum Development Corp. (a)	122,609		5,580
Petroplus Holdings AG	533,570		8,743
Plains Exploration & Production Co. (a)	634,117		22,448
Progress Energy Resources Corp.	418,000		5,687
Repsol YPF SA sponsored ADR	12,300		390
Resolute Energy Corp. (a)(d)	506,732		9,172
Rockhopper Exploration PLC (a)	565,593		3,225
Rodinia Oil Corp.	592,800		1,528
Royal Dutch Shell PLC Class B ADR	297,716		21,010
Southwestern Energy Co. (a)	315,125		12,447
Suncor Energy, Inc.	355,800		14,735
TAG Oil Ltd. (a)	797,300		5,671
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Talisman Energy, Inc.	627,900		$ 14,388
Tesoro Corp. (a)	925,116		17,808
Total SA sponsored ADR	175,728		10,328
Valero Energy Corp.	1,123,316		28,487
Voyager Oil & Gas, Inc. (a)	100		0*
Western Refining, Inc. (a)	163,405		1,990
Whiting Petroleum Corp. (a)	173,985		21,971
Williams Companies, Inc.	768,230		20,735
			856,447
TOTAL ENERGY			1,254,075
FINANCIALS - 15.3%
Capital Markets - 2.5%
American Capital Ltd. (a)	673,725		5,504
Bank of New York Mellon Corp.	856,352		26,744
Bank Sarasin & Co. Ltd. Series B (Reg.)	170,269		7,827
BlackRock, Inc. Class A	159,000		31,485
Deutsche Bank AG (NY Shares)	28,600		1,675
Evercore Partners, Inc. Class A	42,900		1,386
FXCM, Inc. Class A	305,800		4,150
Goldman Sachs Group, Inc.	348,429		57,010
GP Investments, Ltd. unit (a)	1,348,529		5,499
ICAP PLC	686,000		5,895
Invesco Ltd.	662,787		16,397
Medley Capital Corp. (a)	234,600		2,815
Morgan Stanley	2,004,924		58,945
State Street Corp.	540,841		25,268
TD Ameritrade Holding Corp.	286,217		5,845
			256,445
Commercial Banks - 4.1%
Associated Banc-Corp.	1,351,243		18,890
Banco do Brasil SA	592,500		10,574
Banco Pine SA	625,500		5,210
CapitalSource, Inc.	5,651,145		43,627
CIT Group, Inc. (a)	162,663		7,757
Comerica, Inc.	163,602		6,250
Commercial Bank of Qatar GDR (Reg. S)	706,706		3,260
Guaranty Trust Bank PLC GDR (Reg. S)	554,957		3,968
Huntington Bancshares, Inc.	2,935,105		21,250
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
Itau Unibanco Banco Multiplo SA ADR (a)(f)	253,800		$ 5,457
Lloyds Banking Group PLC (a)	5,231,900		5,290
PNC Financial Services Group, Inc.	351,038		21,062
Regions Financial Corp.	2,739,959		19,454
Seven Bank Ltd.	694		1,566
SunTrust Banks, Inc.	800,916		24,372
Susquehanna Bancshares, Inc., Pennsylvania	888,625		8,495
SVB Financial Group (a)	422,500		22,169
U.S. Bancorp, Delaware	101,398		2,738
Webster Financial Corp.	65,424		1,497
Wells Fargo & Co.	5,628,041		182,461
Wilmington Trust Corp., Delaware	1,245,858		5,457
Zions Bancorporation	196,302		4,629
			425,433
Consumer Finance - 0.7%
American Express Co.	710,857		30,837
Capital One Financial Corp.	225,992		10,884
Discover Financial Services	678,627		13,973
International Personal Finance PLC	122,761		672
SLM Corp. (a)	787,260		11,344
			67,710
Diversified Financial Services - 4.0%
Bank of America Corp.	396,300		5,441
Citigroup, Inc. (a)	34,674,685		167,132
CME Group, Inc.	59,027		18,213
Deutsche Boerse AG	128,642		9,749
Infrastructure Development Finance Co. Ltd.	1,797,985		5,777
JPMorgan Chase & Co.	3,759,919		168,971
PICO Holdings, Inc. (a)(e)	1,219,564		37,782
			413,065
Insurance - 1.4%
AEGON NV (a)	1,257,527		9,306
Allstate Corp.	69,264		2,157
Assured Guaranty Ltd.	1,750,051		25,306
Berkshire Hathaway, Inc. Class B (a)	81,754		6,683
Delphi Financial Group, Inc. Class A	313,335		9,018
Endurance Specialty Holdings Ltd.	226,900		10,549
Genworth Financial, Inc. Class A (a)	2,711,525		36,795
Lincoln National Corp.	669,350		19,304
MetLife, Inc.	199,500		9,131
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
Platinum Underwriters Holdings Ltd.	127,000		$ 5,613
Prudential Financial, Inc.	187,900		11,558
			145,420
Real Estate Investment Trusts - 1.7%
alstria office REIT-AG	101,900		1,437
Boston Properties, Inc.	56,991		5,378
CBL & Associates Properties, Inc.	633,200		10,802
Digital Realty Trust, Inc. (d)	106,321		5,784
Education Realty Trust, Inc.	826,300		6,445
Franklin Street Properties Corp.	606,400		9,090
HCP, Inc.	125,400		4,651
ProLogis Trust	1,593,800		23,779
Public Storage	133,419		14,540
Sabra Health Care REIT, Inc.	300,733		5,597
SL Green Realty Corp.	291,200		21,188
The Macerich Co.	125,654		6,114
U-Store-It Trust	568,200		5,489
Vornado Realty Trust	146,838		12,935
Westfield Group unit	168,768		1,655
Westfield Retail Trust unit	208,666		551
Weyerhaeuser Co.	1,572,556		36,452
			171,887
Real Estate Management & Development - 0.9%
Beni Stabili SpA Siiq	4,716,900		4,494
CB Richard Ellis Group, Inc. Class A (a)	2,247,658		49,876
Coresite Realty Corp.	340,335		4,891
Iguatemi Empresa de Shopping Centers SA	432,100		9,329
Jones Lang LaSalle, Inc.	167,934		14,886
Kenedix, Inc. (a)	36,232		9,151
			92,627
TOTAL FINANCIALS			1,572,587
HEALTH CARE - 9.8%
Biotechnology - 2.7%
Alexion Pharmaceuticals, Inc. (a)	126,500		10,603
Amgen, Inc. (a)	846,059		46,601
Amylin Pharmaceuticals, Inc. (a)	598,370		9,682
ARIAD Pharmaceuticals, Inc. (a)	2,189,679		13,959
ArQule, Inc. (a)	429,200		2,631
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
AVEO Pharmaceuticals, Inc.	773,000		$ 11,077
AVEO Pharmaceuticals, Inc. (g)	290,609		4,164
Biogen Idec, Inc. (a)	296,922		19,439
Cephalon, Inc. (a)	145,400		8,590
Clinical Data, Inc. (a)(d)	408,877		12,160
Dynavax Technologies Corp. (a)	2,621,070		7,863
Gilead Sciences, Inc. (a)	226,500		8,693
Human Genome Sciences, Inc. (a)	577,300		14,005
ImmunoGen, Inc. (a)	376,900		3,113
InterMune, Inc. (a)	218,906		8,181
Micromet, Inc. (a)	1,097,200		7,055
NPS Pharmaceuticals, Inc. (a)	429,035		4,292
PDL BioPharma, Inc.	1,012,800		5,003
Renovo Group PLC (a)	1,935,800		2,279
SIGA Technologies, Inc. (a)(d)	1,484,674		17,037
Theravance, Inc. (a)	1,321,161		27,797
Thrombogenics NV (a)	402,397		12,119
United Therapeutics Corp. (a)	225,400		15,323
ZIOPHARM Oncology, Inc. (a)	983,452		5,738
			277,404
Health Care Equipment & Supplies - 1.6%
American Medical Systems Holdings, Inc. (a)	639,316		12,479
Boston Scientific Corp. (a)	1,461,300		10,200
C. R. Bard, Inc.	300,130		28,317
Covidien PLC	513,027		24,353
GN Store Nordic AS (a)	592,874		5,678
Hill-Rom Holdings, Inc.	341,100		13,804
Kinetic Concepts, Inc. (a)	240,125		11,077
Orthofix International NV (a)	432,888		12,381
Orthovita, Inc. (a)	1,626,500		3,342
Sirona Dental Systems, Inc. (a)	20,400		894
Symmetry Medical, Inc. (a)	951,051		9,102
William Demant Holding AS (a)	115,354		9,236
Wright Medical Group, Inc. (a)	712,491		10,588
Zimmer Holdings, Inc. (a)	187,942		11,119
			162,570
Health Care Providers & Services - 2.2%
Brookdale Senior Living, Inc. (a)	1,149,700		25,121
Catalyst Health Solutions, Inc. (a)	241,229		10,469
CIGNA Corp.	964,700		40,537
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
DaVita, Inc. (a)	150,398		$ 11,107
Emeritus Corp. (a)	431,073		8,233
Express Scripts, Inc. (a)	820,200		46,202
Fresenius Medical Care AG & Co. KGaA	224,223		13,118
McKesson Corp.	326,946		24,577
Medco Health Solutions, Inc. (a)	537,308		32,787
Sun Healthcare Group, Inc. (a)	1,171,265		14,635
Sunrise Senior Living, Inc. (a)	4,392		35
			226,821
Health Care Technology - 0.2%
Allscripts-Misys Healthcare Solutions, Inc. (a)	722,300		15,248
Life Sciences Tools & Services - 0.8%
Agilent Technologies, Inc. (a)	1,185,375		49,584
Lonza Group AG	105,252		8,288
PerkinElmer, Inc.	147,200		3,765
QIAGEN NV (a)	163,100		3,009
Thermo Fisher Scientific, Inc. (a)	378,390		21,670
			86,316
Pharmaceuticals - 2.3%
Ardea Biosciences, Inc. (a)	759,132		20,132
Cadence Pharmaceuticals, Inc. (a)(d)	2,395,495		18,601
Cardiome Pharma Corp. (a)	519,000		3,266
Columbia Laboratories, Inc. (a)	776,400		1,755
GlaxoSmithKline PLC	1,163,300		21,002
GlaxoSmithKline PLC sponsored ADR	538,929		19,579
Merck & Co., Inc.	2,690,124		89,231
Novo Nordisk AS Series B	200,837		22,609
Pfizer, Inc.	351,400		6,403
Pronova BioPharma ASA (a)	987,850		1,624
Teva Pharmaceutical Industries Ltd. sponsored ADR	376,219		20,560
Valeant Pharmaceuticals International, Inc.	377,700		13,767
			238,529
TOTAL HEALTH CARE			1,006,888
INDUSTRIALS - 14.5%
Aerospace & Defense - 2.7%
Bombardier, Inc. Class B (sub. vtg.)	2,043,200		11,633
DigitalGlobe, Inc. (a)	283,021		8,692
Esterline Technologies Corp. (a)	153,521		10,928
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
GeoEye, Inc. (a)	581,150		$ 23,200
Goodrich Corp.	254,477		23,061
HEICO Corp. Class A	408,232		15,578
Honeywell International, Inc.	593,730		33,255
Meggitt PLC	4,061,741		23,094
Precision Castparts Corp.	250,572		35,829
Raytheon Co.	478,526		23,922
Rockwell Collins, Inc.	32,720		2,099
United Technologies Corp.	848,602		68,991
			280,282
Airlines - 0.2%
Copa Holdings SA Class A	93,997		5,287
Southwest Airlines Co.	785,995		9,314
United Continental Holdings, Inc. (a)	167,572		4,256
			18,857
Building Products - 0.4%
Masco Corp.	1,590,623		21,187
Owens Corning (a)	519,607		17,391
Quanex Building Products Corp.	228,938		4,462
			43,040
Commercial Services & Supplies - 1.0%
Avery Dennison Corp.	258,621		10,885
Casella Waste Systems, Inc. Class A (a)	426,952		3,424
Interface, Inc. Class A	861,327		13,997
Iron Mountain, Inc.	166,823		4,069
Knoll, Inc.	748,166		12,524
Pitney Bowes, Inc.	218,912		5,315
Quad/Graphics, Inc. (a)	141,849		6,307
R.R. Donnelley & Sons Co.	558,468		9,896
Republic Services, Inc.	500,465		15,434
Schawk, Inc. Class A	145,563		2,655
Steelcase, Inc. Class A	442,346		4,521
The Geo Group, Inc. (a)	482,449		11,468
			100,495
Construction & Engineering - 1.3%
Aveng Ltd.	890,100		4,707
Chiyoda Corp.	151,000		1,341
Dycom Industries, Inc. (a)	573,133		9,210
EMCOR Group, Inc. (a)	196,124		5,939
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Construction & Engineering - continued
Fluor Corp.	493,627		$ 34,154
Foster Wheeler Ag (a)	1,169,395		43,045
Great Lakes Dredge & Dock Corp.	646,573		5,373
Jacobs Engineering Group, Inc. (a)	204,300		10,495
MasTec, Inc. (a)	345,300		5,255
MYR Group, Inc. (a)	466,142		10,250
Shaw Group, Inc. (a)	236,983		8,951
			138,720
Electrical Equipment - 1.1%
Alstom SA	339,756		18,961
AMETEK, Inc.	293,182		11,956
Cooper Industries PLC Class A	365,312		22,379
Emerson Electric Co.	211,785		12,470
Prysmian SpA (d)	565,000		11,401
Regal-Beloit Corp.	158,974		10,610
Schneider Electric SA	95,607		14,908
Zumtobel AG	450,805		13,167
			115,852
Industrial Conglomerates - 2.3%
Cookson Group PLC (a)	898,953		9,568
General Electric Co.	6,874,839		138,459
Koninklijke Philips Electronics NV	518,400		16,151
Rheinmetall AG	228,900		19,598
Siemens AG sponsored ADR	66,560		8,547
Textron, Inc.	1,510,429		39,709
			232,032
Machinery - 2.8%
Actuant Corp. Class A	589,902		16,358
ArvinMeritor, Inc. (a)	456,144		9,971
Blount International, Inc. (a)	377,454		5,666
Caterpillar, Inc.	321,411		31,180
Changsha Zoomlion Heavy Industry Science & Technology Development Co. Ltd. (H Shares)	5,069,600		11,626
China Automation Group Ltd.	2,775,000		2,121
Commercial Vehicle Group, Inc. (a)	489,100		7,894
Cummins, Inc.	279,394		29,582
Dover Corp.	177,471		11,376
Fiat Industrial SpA (a)	588,400		7,963
Hardinge, Inc.	300,507		2,629
Harsco Corp.	171,653		5,539
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Ingersoll-Rand Co. Ltd.	605,524		$ 28,581
Navistar International Corp. (a)	904,300		58,644
NSK Ltd.	1,224,000		11,721
Pall Corp.	271,128		15,023
Schindler Holding AG (participation certificate)	85,465		9,541
SmartHeat, Inc. (a)(d)	1,573,910		7,492
Timken Co.	211,152		9,928
Trinity Industries, Inc.	200,347		5,588
WABCO Holdings, Inc. (a)	60,198		3,516
			291,939
Professional Services - 0.7%
CBIZ, Inc. (a)	680,713		4,745
FTI Consulting, Inc. (a)	282,394		10,299
IHS, Inc. Class A (a)	26,509		2,173
Kforce, Inc. (a)	433,860		7,757
Robert Half International, Inc.	525,300		16,473
SR Teleperformance SA	290,188		10,458
Towers Watson & Co.	331,202		18,060
			69,965
Road & Rail - 1.8%
Arkansas Best Corp.	265,197		6,776
Con-way, Inc.	423,386		14,404
CSX Corp.	823,500		58,139
Norfolk Southern Corp.	213,066		13,038
Saia, Inc. (a)(e)	865,075		12,379
Union Pacific Corp.	722,700		68,389
Universal Truckload Services, Inc. (a)	530,923		7,911
			181,036
Trading Companies & Distributors - 0.2%
Barloworld Ltd.	555,700		5,358
Finning International, Inc.	202,700		5,900
Kaman Corp.	334,000		9,831
			21,089
TOTAL INDUSTRIALS			1,493,307
INFORMATION TECHNOLOGY - 17.3%
Communications Equipment - 2.3%
Alcatel-Lucent SA sponsored ADR (a)(d)	1,021,800		3,382
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Calix Networks, Inc. (a)(d)	1,181,115		$ 19,252
Cisco Systems, Inc. (a)	4,640,807		98,153
Comtech Telecommunications Corp.	93,883		2,634
Comverse Technology, Inc. (a)	1,650,800		10,829
HTC Corp.	80,850		2,726
Infinera Corp. (a)	972,768		7,135
Juniper Networks, Inc. (a)	1,210,135		44,920
Motorola Mobility Holdings, Inc. (a)	315,396		8,790
Motorola Solutions, Inc. (a)	274,969		10,661
Nokia Corp. sponsored ADR (d)	196,177		2,099
QUALCOMM, Inc.	485,200		26,264
			236,845
Computers & Peripherals - 3.6%
Apple, Inc. (a)	802,976		272,464
Hewlett-Packard Co.	2,094,453		95,696
			368,160
Electronic Equipment & Components - 1.4%
Arrow Electronics, Inc. (a)	114,359		4,323
Avnet, Inc. (a)	960,688		34,220
Corning, Inc.	1,525,097		33,872
Funtalk China Holdings Ltd. (a)	2,067,961		12,346
HLS Systems International Ltd. (a)	349,968		5,617
Keyence Corp.	55,000		14,594
Molex, Inc. (d)	523,230		13,682
Tyco Electronics Ltd.	582,256		21,095
			139,749
Internet Software & Services - 0.9%
eAccess Ltd. (d)	20,253		12,263
eBay, Inc. (a)	1,078,226		32,735
Google, Inc. Class A (a)	68,225		40,960
NHN Corp. (a)	27,832		4,971
			90,929
IT Services - 1.3%
Acxiom Corp. (a)	607,828		10,473
Alliance Data Systems Corp. (a)	273,238		19,329
Atos Origin SA (a)	205,101		11,418
Fidelity National Information Services, Inc.	642,635		19,555
Heartland Payment Systems, Inc.	643,700		10,170
MasterCard, Inc. Class A	80,416		19,019
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Unisys Corp. (a)	430,385		$ 12,193
Virtusa Corp. (a)	221,384		3,564
Visa, Inc. Class A	462,100		32,278
			137,999
Office Electronics - 0.3%
Xerox Corp.	3,007,338		31,938
Semiconductors & Semiconductor Equipment - 5.3%
Advanced Micro Devices, Inc. (a)	815,571		6,386
Analog Devices, Inc.	581,800		22,591
ASML Holding NV	616,749		25,910
Atmel Corp. (a)	2,352,488		31,853
Avago Technologies Ltd.	1,523,359		43,736
Cymer, Inc. (a)	742,789		36,092
Entropic Communications, Inc. (a)(d)	445,384		4,886
Fairchild Semiconductor International, Inc. (a)	2,220,398		39,523
GT Solar International, Inc. (a)	192,033		2,121
Himax Technologies, Inc. sponsored ADR	2,128,823		5,365
Intersil Corp. Class A	698,817		10,566
Kulicke & Soffa Industries, Inc. (a)	1,089,526		10,623
Lam Research Corp. (a)	1,774,905		88,550
LTX-Credence Corp. (a)(e)	3,288,837		29,156
Mattson Technology, Inc. (a)	300,534		688
Maxim Integrated Products, Inc.	789,957		20,397
Microchip Technology, Inc. (d)	162,479		5,926
Micron Technology, Inc. (a)	4,000,552		42,166
National Semiconductor Corp.	1,318,226		19,984
NVIDIA Corp. (a)	649,696		15,541
NXP Semiconductors NV	1,137,300		29,274
ON Semiconductor Corp. (a)	3,189,702		35,246
Skyworks Solutions, Inc. (a)	106,171		3,373
Standard Microsystems Corp. (a)	177,477		4,268
Teradyne, Inc. (a)	57,974		967
TriQuint Semiconductor, Inc. (a)	839,100		11,043
			546,231
Software - 2.2%
Aspen Technology, Inc. (a)	396,000		5,603
Autodesk, Inc. (a)	45,000		1,831
BMC Software, Inc. (a)	450,990		21,512
CA, Inc.	959,167		22,828
Citrix Systems, Inc. (a)	235,740		14,894
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
DemandTec, Inc. (a)	810,662		$ 9,768
Informatica Corp. (a)	524,210		24,323
JDA Software Group, Inc. (a)	406,472		12,267
Micro Focus International PLC	1,735,629		11,403
NSD Co. Ltd.	204,200		2,122
Oracle Corp.	3,000,079		96,093
Sage Group PLC	1,057,600		4,999
			227,643
TOTAL INFORMATION TECHNOLOGY			1,779,494
MATERIALS - 6.1%
Chemicals - 2.5%
Air Products & Chemicals, Inc.	132,211		11,535
Ashland, Inc.	155,250		9,014
Cabot Corp.	40,900		1,769
Celanese Corp. Class A	383,840		15,926
CF Industries Holdings, Inc.	114,335		15,440
Clariant AG (Reg.) (a)	1,135,000		20,040
Dow Chemical Co.	1,132,668		40,187
Huabao International Holdings Ltd.	8,481,461		12,553
Israel Chemicals Ltd.	371,900		5,836
LyondellBasell Industries NV Class A (a)	392,600		14,110
Solutia, Inc. (a)	613,852		14,376
Spartech Corp. (a)(e)	1,840,701		15,370
Symrise AG	32,700		926
Syngenta AG (Switzerland)	23,750		7,658
Valspar Corp.	183,140		6,844
W.R. Grace & Co. (a)	1,353,025		48,019
Yara International ASA	345,300		19,428
			259,031
Construction Materials - 0.2%
HeidelbergCement AG	304,444		19,893
Containers & Packaging - 0.3%
Owens-Illinois, Inc. (a)	532,076		15,691
Rock-Tenn Co. Class A	106,270		7,094
Silgan Holdings, Inc.	181,600		6,779
			29,564
Metals & Mining - 3.1%
Alcoa, Inc.	875,476		14,507
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
Anglo American PLC (United Kingdom)	225,500		$ 11,061
Argonaut Gold, Inc. (a)	49,100		214
Centamin Egypt Ltd. (Canada) (a)	408,600		918
Commercial Metals Co.	1,134,000		18,960
Eldorado Gold Corp.	1,021,878		16,424
Freeport-McMoRan Copper & Gold, Inc.	277,187		30,144
Goldcorp, Inc.	818,600		32,863
Grande Cache Coal Corp. (a)	738,500		7,952
Gulf Resources, Inc. (a)(d)	582,180		5,560
Gulf Resources, Inc. (a)(g)	1,894,460		18,092
Ivanhoe Mines Ltd. (a)	1,850,265		51,399
Kinross Gold Corp.	860,545		14,304
Mirabela Nickel Ltd. (a)	306,652		688
Newcrest Mining Ltd.	907,007		33,425
Pan American Silver Corp.	297,400		9,758
Pediment Gold Corp. (a)	286,000		774
Randgold Resources Ltd. sponsored ADR	368,823		28,211
United States Steel Corp.	358,019		20,647
Walter Energy, Inc.	57,336		7,469
			323,370
TOTAL MATERIALS			631,858
TELECOMMUNICATION SERVICES - 1.5%
Diversified Telecommunication Services - 0.7%
China Unicom (Hong Kong) Ltd.	6,244,000		10,430
Frontier Communications Corp.	709,869		6,509
Iliad Group SA	129,004		13,696
Koninklijke KPN NV	163,453		2,577
Qwest Communications International, Inc.	4,603,100		32,820
Telefonica SA sponsored ADR	315,960		7,940
			73,972
Wireless Telecommunication Services - 0.8%
NII Holdings, Inc. (a)	251,000		10,537
SOFTBANK CORP.	175,200		6,026
Sprint Nextel Corp. (a)	9,619,815		43,482
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
TIM Participacoes SA	1,860,000		$ 6,871
Turkcell Iletisim Hizmet AS	1,389,000		8,560
			75,476
TOTAL TELECOMMUNICATION SERVICES			149,448
UTILITIES - 2.3%
Electric Utilities - 0.7%
American Electric Power Co., Inc.	265,462		9,472
Centrais Eletricas Brasileiras SA (Electrobras) (PN-B) sponsored ADR	502,200		8,266
FirstEnergy Corp. (d)	221,753		8,675
NextEra Energy, Inc.	380,956		20,366
NV Energy, Inc.	355,509		5,109
Power Grid Corp. of India Ltd.	367,766		775
PPL Corp.	637,653		16,445
			69,108
Gas Utilities - 0.1%
China Gas Holdings Ltd.	9,504,000		4,132
Enn Energy Holdings Ltd.	3,084,000		9,177
			13,309
Independent Power Producers & Energy Traders - 0.7%
AES Corp. (a)	6,036,156		74,848
Multi-Utilities - 0.8%
Alliant Energy Corp.	138,905		5,162
CMS Energy Corp.	1,183,601		23,080
National Grid PLC	1,145,900		10,161
PG&E Corp.	300,057		13,887
Public Service Enterprise Group, Inc.	423,114		13,722
Sempra Energy	207,722		10,816
			76,828
TOTAL UTILITIES			234,093
TOTAL COMMON STOCKS (Cost $8,166,176)		10,023,845
Preferred Stocks - 0.7%
	Shares		Value (000s)
Convertible Preferred Stocks - 0.6%
CONSUMER DISCRETIONARY - 0.3%
Automobiles - 0.3%
General Motors Co. 4.75%	501,900		$ 27,258
FINANCIALS - 0.2%
Diversified Financial Services - 0.2%
Citigroup, Inc. 7.50%	157,200		21,634
UTILITIES - 0.1%
Electric Utilities - 0.1%
PPL Corp. 9.50%	187,100		10,055
TOTAL CONVERTIBLE PREFERRED STOCKS			58,947
Nonconvertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.1%
Automobiles - 0.1%
Volkswagen AG	85,200		13,763
TOTAL PREFERRED STOCKS (Cost $59,563)		72,710
Investment Companies - 0.2%

Ares Capital Corp. (Cost $13,555)	1,070,680		17,977

Convertible Bonds - 0.5%
	Principal Amount (000s)
FINANCIALS - 0.3%
Real Estate Management & Development - 0.1%
Forest City Enterprises, Inc. 5% 10/15/16	$ 6,170		9,031
Thrifts & Mortgage Finance - 0.2%
MGIC Investment Corp. 9% 4/1/63 (f)	18,163		18,708
TOTAL FINANCIALS			27,739
HEALTH CARE - 0.2%
Biotechnology - 0.1%
Incyte Corp. 4.75% 10/1/15	5,630		10,676
Convertible Bonds - continued
	Principal Amount (000s)		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - 0.1%
Endo Pharmaceuticals Holdings, Inc. 1.75% 4/15/15	$ 8,010		$ 10,163
TOTAL HEALTH CARE			20,839
INDUSTRIALS - 0.0%
Trading Companies & Distributors - 0.0%
Kaman Corp. 3.25% 11/15/17 (f)	2,450		2,625
TELECOMMUNICATION SERVICES - 0.0%
Diversified Telecommunication Services - 0.0%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (f)	4,080		4,391
TOTAL CONVERTIBLE BONDS (Cost $37,228)		55,594

Money Market Funds - 1.9%
	Shares
Fidelity Cash Central Fund, 0.19% (b)	100,796,509		100,797
Fidelity Securities Lending Cash Central Fund, 0.21% (b)(c)	99,351,830		99,352
TOTAL MONEY MARKET FUNDS (Cost $200,149)		200,149
Cash Equivalents - 0.1%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 0.23%, dated 1/31/11 due 2/1/11 (Collateralized by U.S. Government Obligations) # (Cost $6,976)	$ 6,976		$ 6,976
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $8,483,647)			10,377,251
NET OTHER ASSETS (LIABILITIES) - (0.9)%			(93,741)
NET ASSETS - 100%		$ 10,283,510

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)
AVEO Pharmaceuticals, Inc.	10/28/10	$ 3,923
Buckeye Partners LP	12/20/10	$ 7,822
Concho Resources, Inc.	7/20/10	$ 10,456
Gulf Resources, Inc.	12/11/09	$ 16,103

* Amount represents less than $1,000

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value (000's)
$6,976,000 due 2/01/11 at 0.23%
BNP Paribas Securities Corp.	$ 2,149
Barclays Capital, Inc.	1,319
Merrill Lynch, Pierce, Fenner & Smith, Inc.	3,508
	$ 6,976

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	$ 68
Fidelity Securities Lending Cash Central Fund	1,031
Total	$ 1,099

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
LTX-Credence Corp.	$ 24,000	$ 3,810	$ 915	$ -	$ 29,156
O'Charleys, Inc.	9,141	1,240	-	-	10,354
PICO Holdings, Inc.	38,871	687	1,228	-	37,782
Saia, Inc.	11,583	1,315	-	-	12,379
Spartech Corp.	15,775	2,357	-	-	15,370
Winnebago Industries, Inc.	16,261	-	-	-	23,185
Total	$ 115,631	$ 9,409	$ 2,143	$ -	$ 128,226

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,096,244	$ 1,086,783	$ 9,461	$ -
Consumer Staples	846,872	830,208	16,664	-
Energy	1,254,075	1,246,539	7,536	-
Financials	1,594,221	1,557,991	36,230	-
Health Care	1,006,888	963,277	43,611	-
Industrials	1,493,307	1,477,156	16,151	-
Information Technology	1,779,494	1,779,494	-	-
Materials	631,858	624,200	7,658	-
Telecommunication Services	149,448	130,458	18,990	-
Utilities	244,148	219,800	20,216	4,132
Investment Companies	17,977	17,977	-	-
Corporate Bonds	55,594	-	55,594	-
Money Market Funds	200,149	200,149	-	-
Cash Equivalents	6,976	-	6,976	-
Total Investments in Securities:	$ 10,377,251	$ 10,134,032	$ 239,087	$ 4,132

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:
Beginning Balance	$ -
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(1,057)
Cost of Purchases	5,127
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	62
Transfers out of Level 3	-
Ending Balance	$ 4,132
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2011	$ (1,057)

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

United States of America	80.4%
Canada	2.8%
Switzerland	2.5%
United Kingdom	2.1%
France	1.1%
Netherlands	1.1%
Others (Individually Less Than 1%)	10.0%
	100.0%

Income Tax Information

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, 2011 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $97,582 and repurchase agreements of $6,976) - See accompanying schedule: Unaffiliated issuers (cost $8,161,345)	$ 10,048,876
Fidelity Central Funds (cost $200,149)	200,149
Other affiliated issuers (cost $122,153)	128,226
Total Investments (cost $8,483,647)		$ 10,377,251
Cash		2
Foreign currency held at value (cost $578)		574
Receivable for investments sold		106,865
Receivable for fund shares sold		14,653
Dividends receivable		4,298
Interest receivable		824
Distributions receivable from Fidelity Central Funds		128
Prepaid expenses		21
Other receivables		422
Total assets		10,505,038

Liabilities
Payable for investments purchased	$ 103,337
Payable for fund shares redeemed	9,710
Accrued management fee	6,061
Other affiliated payables	1,721
Other payables and accrued expenses	1,347
Collateral on securities loaned, at value	99,352
Total liabilities		221,528

Net Assets		$ 10,283,510
Net Assets consist of:
Paid in capital		$ 9,037,384
Distributions in excess of net investment income		(1,112)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(645,470)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,892,708
Net Assets		$ 10,283,510

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, 2011 (Unaudited)

Dividend Growth: Net Asset Value, offering price and redemption price per share ($9,709,090 ÷ 333,220 shares)		$ 29.14

Class K: Net Asset Value, offering price and redemption price per share ($574,420 ÷ 19,716 shares)		$ 29.13

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, 2011 (Unaudited)

Investment Income
Dividends		$ 52,679
Interest		6,444
Income from Fidelity Central Funds		1,099
Total income		60,222

Expenses
Management fee Basic fee	$ 25,078
Performance adjustment	5,932
Transfer agent fees	9,411
Accounting and security lending fees	633
Custodian fees and expenses	216
Independent trustees' compensation	26
Registration fees	58
Audit	47
Legal	29
Miscellaneous	42
Total expenses before reductions	41,472
Expense reductions	(184)	41,288
Net investment income (loss)		18,934
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	271,907
Other affiliated issuers	(559)
Foreign currency transactions	(997)
Total net realized gain (loss)		270,351
Change in net unrealized appreciation (depreciation) on: Investment securities	1,615,358
Assets and liabilities in foreign currencies	79
Total change in net unrealized appreciation (depreciation)		1,615,437
Net gain (loss)		1,885,788
Net increase (decrease) in net assets resulting from operations		$ 1,904,722

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, 2011 (Unaudited)	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 18,934	$ 44,690
Net realized gain (loss)	270,351	922,532
Change in net unrealized appreciation (depreciation)	1,615,437	264,038
Net increase (decrease) in net assets resulting from operations	1,904,722	1,231,260
Distributions to shareholders from net investment income	(51,737)	(39,369)
Distributions to shareholders from net realized gain	(26,364)	(16,428)
Total distributions	(78,101)	(55,797)
Share transactions - net increase (decrease)	371,477	104,895
Total increase (decrease) in net assets	2,198,098	1,280,358

Net Assets
Beginning of period	8,085,412	6,805,054
End of period (including distributions in excess of net investment income of $1,112 and undistributed net investment income of $31,691, respectively)	$ 10,283,510	$ 8,085,412

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

Semiannual Report

Financial Highlights - Dividend Growth

	Six months ended January 31, 2011	Years ended July 31,
	(Unaudited)	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 23.84	$ 20.25	$ 25.40	$ 32.73	$ 29.50	$ 28.85
Income from Investment Operations
Net investment income (loss) ^D	.05	.13 ^G	.24	.43	.52 ^H	.35
Net realized and unrealized gain (loss)	5.48	3.63	(4.01)	(5.08)	3.98	.99
Total from investment operations	5.53	3.76	(3.77)	(4.65)	4.50	1.34
Distributions from net investment income	(.15)	(.12)	(.37)	(.45)	(.45)	(.31)
Distributions from net realized gain	(.08)	(.05)	(1.01)	(2.23)	(.82)	(.38)
Total distributions	(.23)	(.17)	(1.38) ^J	(2.68)	(1.27)	(.69)
Net asset value, end of period	$ 29.14	$ 23.84	$ 20.25	$ 25.40	$ 32.73	$ 29.50
Total Return ^{B, C}	23.33%	18.59%	(15.33)%	(15.45)%	15.62%	4.73%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.93% ^A	.93%	.62%	.64%	.61%	.60%
Expenses net of fee waivers, if any	.93%^A	.93%	.62%	.64%	.61%	.60%
Expenses net of all reductions	.93%^A	.92%	.62%	.63%	.60%	.59%
Net investment income (loss)	.41%^A	.56%^G	1.34%	1.47%	1.62% ^H	1.21%
Supplemental Data
Net assets, end of period (in millions)	$ 9,709	$ 7,730	$ 6,603	$ 9,502	$ 16,265	$ 15,523
Portfolio turnover rate ^F	65%^A	85%	177%	52%	36%	30%

^A Annualized

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

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

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

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

^J Total distributions of $1.38 per share is comprised of distributions from net investment income of $.374 and distributions from net realized gain of $1.005 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2011	Years ended July 31,
	(Unaudited)	2010	2009	2008 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 23.86	$ 20.26	$ 25.41	$ 27.72
Income from Investment Operations
Net investment income (loss)^D	.08	.18^G	.26	.10
Net realized and unrealized gain (loss)	5.46	3.63	(4.00)	(2.41)
Total from investment operations	5.54	3.81	(3.74)	(2.31)
Distributions from net investment income	(.20)	(.16)	(.41)	-
Distributions from net realized gain	(.08)	(.05)	(1.01)	-
Total distributions	(.27) ^K	(.21)	(1.41)^J	-
Net asset value, end of period	$ 29.13	$ 23.86	$ 20.26	$ 25.41
Total Return^{B, C}	23.42%	18.86%	(15.16)%	(8.33)%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.77% ^A	.72%	.40%	.47%^A
Expenses net of fee waivers, if any	.77% ^A	.72%	.40%	.47%^A
Expenses net of all reductions	.76% ^A	.71%	.39%	.47%^A
Net investment income (loss)	.58% ^A	.76% ^G	1.57%	1.66%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 574,420	$ 355,463	$ 201,625	$ 92
Portfolio turnover rate ^F	65% ^A	85%	177%	52%