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)

Eric D. Roiter, 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, 2004

Item 1. Reports to Stockholders

Fidelity®

Growth & Income

Portfolio

Semiannual Report

January 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

For a free copy of the fund's proxy voting guidelines visit www.fidelity.com/goto/proxyguidelines, call 1-800-544-8544, or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

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

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

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

(Recycle graphic)   

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

This report is printed on recycled paper using soy-based inks.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Semiannual Report

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

SLM Corp.

3.7

4.5

Microsoft Corp.

3.7

3.5

Pfizer, Inc.

3.4

3.3

Citigroup, Inc.

3.3

3.3

General Electric Co.

3.3

3.5

Exxon Mobil Corp.

3.1

2.9

Verizon Communications, Inc.

2.4

2.5

Fannie Mae

2.3

2.0

SBC Communications, Inc.

2.2

1.9

Wal-Mart Stores, Inc.

2.1

2.8

29.5

Top Five Market Sectors as of January 31, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

22.2

22.4

Health Care

15.2

17.1

Consumer Staples

12.4

12.2

Industrials

11.0

10.2

Information Technology

10.6

9.0

Asset Allocation (% of fund's net assets)

As of January 31, 2004*

As of July 31, 2003**

Stocks 95.7%

Stocks and
Equity Futures 93.6%

Convertible
Securities 1.1%

Convertible
Securities 1.8%

Short-Term
Investments and
Net Other Assets 3.2%

Short-Term
Investments and
Net Other Assets 4.6%

* Foreign investments

4.8%

** Foreign investments

1.9%



Semiannual Report

Investments January 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.7%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 9.9%

Hotels, Restaurants & Leisure - 2.5%

Carnival Corp. unit

2,658,400

$ 118,086

Harrah's Entertainment, Inc.

1,000,600

53,032

Marriott International, Inc. Class A

3,769,800

167,341

McDonald's Corp.

7,900,100

203,349

MGM MIRAGE (a)

2,664,528

107,674

Starbucks Corp. (a)

2,971,379

109,228

758,710

Household Durables - 0.0%

Garmin Ltd.

194,955

10,360

Internet & Catalog Retail - 0.2%

InterActiveCorp (a)

1,821,200

59,007

Media - 5.6%

Clear Channel Communications, Inc.

1,931,700

86,907

Comcast Corp. Class A (special) (a)

4,194,800

138,219

Cox Communications, Inc. Class A (a)

898,200

30,772

E.W. Scripps Co. Class A

515,800

49,058

EchoStar Communications Corp. Class A (a)

3,309,563

120,799

Gannett Co., Inc.

1,154,100

98,918

Hughes Electronics Corp. (a)

810,374

13,566

Knight-Ridder, Inc.

516,900

39,760

News Corp. Ltd.:

ADR

3,150,300

115,994

sponsored ADR

90,637

2,906

Omnicom Group, Inc.

4,491,000

370,058

Time Warner, Inc. (a)

8,715,546

153,132

Tribune Co.

950,000

48,631

Univision Communications, Inc. Class A (a)

2,658,600

94,035

Viacom, Inc. Class B (non-vtg.)

5,690,797

229,339

Walt Disney Co.

5,779,900

138,718

1,730,812

Multiline Retail - 0.2%

Family Dollar Stores, Inc.

1,070,700

37,089

Kohl's Corp. (a)

754,000

33,402

70,491

Specialty Retail - 1.2%

Best Buy Co., Inc.

709,500

35,752

Home Depot, Inc.

6,450,350

228,794

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Lowe's Companies, Inc.

731,200

$ 39,156

Staples, Inc. (a)

1,919,600

51,081

354,783

Textiles Apparel & Luxury Goods - 0.2%

NIKE, Inc. Class B

885,900

61,712

TOTAL CONSUMER DISCRETIONARY

3,045,875

CONSUMER STAPLES - 12.4%

Beverages - 2.3%

Anheuser-Busch Companies, Inc.

2,776,600

140,829

PepsiCo, Inc.

4,839,107

228,696

The Coca-Cola Co.

7,075,100

348,378

717,903

Food & Staples Retailing - 4.0%

Safeway, Inc. (a)

2,460,930

55,592

Sysco Corp.

7,148,800

271,154

Wal-Mart Stores, Inc.

11,982,600

645,263

Walgreen Co.

6,848,300

236,609

Whole Foods Market, Inc.

369,000

24,896

1,233,514

Food Products - 0.3%

Kellogg Co.

861,400

32,570

McCormick & Co., Inc. (non-vtg.)

2,362,800

70,128

102,698

Household Products - 2.6%

Colgate-Palmolive Co.

3,106,700

159,281

Kimberly-Clark Corp.

2,664,200

157,348

Procter & Gamble Co.

4,890,200

494,301

810,930

Personal Products - 1.3%

Avon Products, Inc.

863,800

54,696

Gillette Co.

9,061,400

328,476

383,172

Tobacco - 1.9%

Altria Group, Inc.

8,905,900

495,079

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Tobacco - continued

Loews Corp. - Carolina Group

483,600

$ 12,641

UST, Inc.

2,050,000

73,206

580,926

TOTAL CONSUMER STAPLES

3,829,143

ENERGY - 5.6%

Energy Equipment & Services - 0.2%

Schlumberger Ltd. (NY Shares)

836,900

51,202

Oil & Gas - 5.4%

Apache Corp.

3,505,920

134,908

BP PLC sponsored ADR

5,438,300

258,863

ChevronTexaco Corp.

3,108,410

268,411

ConocoPhillips

492,200

32,426

Exxon Mobil Corp.

23,483,394

957,888

Royal Dutch Petroleum Co. (NY Shares)

207,200

9,821

1,662,317

TOTAL ENERGY

1,713,519

FINANCIALS - 22.2%

Capital Markets - 3.6%

Bank of New York Co., Inc.

1,476,800

46,888

Goldman Sachs Group, Inc.

2,367,200

235,655

Merrill Lynch & Co., Inc.

6,513,300

382,917

Morgan Stanley

7,462,200

434,375

1,099,835

Commercial Banks - 4.0%

Bank of America Corp.

4,775,346

389,000

Bank One Corp.

4,203,200

212,724

Fifth Third Bancorp

874,071

50,513

FleetBoston Financial Corp.

1,037,498

46,252

Wachovia Corp.

3,124,213

144,464

Wells Fargo & Co.

6,857,800

393,706

1,236,659

Consumer Finance - 4.6%

American Express Co.

5,006,490

259,536

SLM Corp. (c)

30,010,730

1,152,409

1,411,945

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Diversified Financial Services - 3.4%

CIT Group, Inc.

738,380

$ 27,999

Citigroup, Inc.

20,801,938

1,029,280

1,057,279

Insurance - 2.9%

AFLAC, Inc.

1,575,100

58,090

American International Group, Inc.

8,979,800

623,647

MBIA, Inc.

2,610,700

164,474

The Chubb Corp.

861,400

61,581

907,792

Real Estate - 1.1%

Apartment Investment & Management Co. Class A

639,900

22,512

Equity Office Properties Trust

3,194,290

94,711

Equity Residential (SBI)

4,443,650

129,310

Manufactured Home Communities, Inc. (c)

1,331,400

44,735

Simon Property Group, Inc.

1,034,900

53,867

345,135

Thrifts & Mortgage Finance - 2.6%

Fannie Mae

8,997,520

693,709

Golden West Financial Corp., Delaware

894,100

92,745

786,454

TOTAL FINANCIALS

6,845,099

HEALTH CARE - 15.2%

Biotechnology - 1.1%

Amgen, Inc. (a)

4,155,800

268,008

Genzyme Corp. - General Division (a)

935,200

51,296

Protein Design Labs, Inc. (a)

1,000,000

20,200

339,504

Health Care Equipment & Supplies - 3.2%

Alcon, Inc.

4,011,720

256,790

Baxter International, Inc.

2,178,600

63,506

Becton, Dickinson & Co.

2,699,320

121,631

Boston Scientific Corp. (a)

1,199,780

48,939

C.R. Bard, Inc.

306,060

28,831

Guidant Corp.

650,400

41,548

Medtronic, Inc.

3,156,390

155,358

St. Jude Medical, Inc. (a)

1,094,320

78,627

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Stryker Corp.

871,700

$ 77,355

Zimmer Holdings, Inc. (a)

1,641,493

125,574

998,159

Health Care Providers & Services - 1.9%

HCA, Inc.

194,000

8,711

IMS Health, Inc.

3,145,819

80,942

UnitedHealth Group, Inc.

7,987,880

486,302

575,955

Pharmaceuticals - 9.0%

Abbott Laboratories

4,664,900

200,964

Allergan, Inc.

1,300,400

107,738

AstraZeneca PLC sponsored ADR

3,414,400

164,813

Bristol-Myers Squibb Co.

1,876,500

52,636

Eli Lilly & Co.

3,358,852

228,536

Forest Laboratories, Inc. (a)

1,128,800

84,084

Johnson & Johnson

6,122,900

327,085

Merck & Co., Inc.

3,700,200

176,130

Novartis AG sponsored ADR

4,454,000

201,098

Pfizer, Inc.

28,530,769

1,045,082

Shire Pharmaceuticals Group PLC sponsored ADR (a)

418,400

12,238

Teva Pharmaceutical Industries Ltd. sponsored ADR

216,000

13,519

Watson Pharmaceuticals, Inc. (a)

639,900

29,762

Wyeth

3,140,200

128,591

2,772,276

TOTAL HEALTH CARE

4,685,894

INDUSTRIALS - 10.5%

Aerospace & Defense - 2.2%

Boeing Co.

2,483,500

103,686

Honeywell International, Inc.

2,165,600

78,221

Lockheed Martin Corp.

4,083,500

198,540

Northrop Grumman Corp.

625,100

60,453

Raytheon Co.

2,035,400

62,100

United Technologies Corp.

1,817,800

173,673

676,673

Air Freight & Logistics - 0.6%

United Parcel Service, Inc. Class B

2,608,700

185,922

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Airlines - 0.4%

Southwest Airlines Co.

9,502,243

$ 142,059

Commercial Services & Supplies - 0.6%

Arbitron, Inc. (a)

598,300

26,044

Avery Dennison Corp.

183,180

11,386

Pitney Bowes, Inc.

647,020

26,256

Viad Corp.

646,400

16,205

Waste Management, Inc.

3,538,500

98,229

178,120

Electrical Equipment - 0.3%

Emerson Electric Co.

1,331,300

85,070

Industrial Conglomerates - 5.1%

3M Co.

3,151,980

249,290

General Electric Co.

29,766,200

1,001,037

Tyco International Ltd.

11,602,570

310,369

1,560,696

Machinery - 1.0%

Caterpillar, Inc.

592,900

46,323

Dover Corp.

2,066,200

85,375

Eaton Corp.

83,100

9,652

Illinois Tool Works, Inc.

746,800

58,325

Ingersoll-Rand Co. Ltd. Class A

511,700

34,043

Pall Corp.

3,150,500

81,913

315,631

Road & Rail - 0.3%

Burlington Northern Santa Fe Corp.

1,509,600

48,503

Union Pacific Corp.

787,500

50,715

99,218

TOTAL INDUSTRIALS

3,243,389

INFORMATION TECHNOLOGY - 10.6%

Communications Equipment - 1.8%

Cisco Systems, Inc. (a)

19,314,500

495,224

Motorola, Inc.

3,117,000

51,680

546,904

Computers & Peripherals - 2.7%

Dell, Inc. (a)

6,700,300

224,259

Hewlett-Packard Co.

3,923,100

93,331

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

International Business Machines Corp.

4,482,700

$ 444,818

Lexmark International, Inc. Class A (a)

812,200

67,323

829,731

Electronic Equipment & Instruments - 0.2%

Flextronics International Ltd. (a)

3,247,900

61,710

Internet Software & Services - 0.3%

Yahoo!, Inc. (a)

1,783,900

83,576

IT Services - 0.6%

Accenture Ltd. Class A (a)

1,407,600

33,318

Automatic Data Processing, Inc.

968,600

41,408

First Data Corp.

1,169,765

45,808

Paychex, Inc.

1,457,000

54,608

175,142

Office Electronics - 0.1%

Xerox Corp. (a)

3,396,200

49,720

Semiconductors & Semiconductor Equipment - 0.8%

Analog Devices, Inc.

914,700

43,768

Intel Corp.

1,979,900

60,585

NVIDIA Corp. (a)

984,331

21,901

Samsung Electronics Co. Ltd.

100,000

44,729

Teradyne, Inc. (a)

2,165,700

58,257

Texas Instruments, Inc.

345,300

10,825

240,065

Software - 4.1%

Adobe Systems, Inc.

519,300

19,972

Microsoft Corp.

40,942,200

1,132,052

Network Associates, Inc. (a)

689,000

11,954

Oracle Corp. (a)

8,432,718

116,456

1,280,434

TOTAL INFORMATION TECHNOLOGY

3,267,282

MATERIALS - 1.7%

Chemicals - 1.4%

BASF AG sponsored ADR

664,400

36,941

Dow Chemical Co.

3,944,970

165,491

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Chemicals - continued

E.I. du Pont de Nemours & Co.

1,233,600

$ 54,155

Praxair, Inc.

5,115,100

181,126

437,713

Metals & Mining - 0.1%

Alcoa, Inc.

1,277,300

43,658

Paper & Forest Products - 0.2%

International Paper Co.

1,306,000

55,205

TOTAL MATERIALS

536,576

TELECOMMUNICATION SERVICES - 6.8%

Diversified Telecommunication Services - 6.5%

ALLTEL Corp.

1,899,350

92,460

BellSouth Corp.

16,869,000

493,081

SBC Communications, Inc.

26,387,000

672,869

Verizon Communications, Inc.

20,436,840

753,302

2,011,712

Wireless Telecommunication Services - 0.3%

Vodafone Group PLC sponsored ADR

3,020,700

77,330

TOTAL TELECOMMUNICATION SERVICES

2,089,042

UTILITIES - 0.8%

Electric Utilities - 0.8%

Entergy Corp.

2,905,800

169,931

Southern Co.

2,457,300

73,228

243,159

TOTAL COMMON STOCKS

(Cost $18,936,362)

29,498,978

Convertible Preferred Stocks - 1.1%

INDUSTRIALS - 0.5%

Aerospace & Defense - 0.5%

Northrop Grumman Corp. 7.25%

738,900

76,956

Raytheon Co. 8.25%

1,318,700

71,103

148,059

Convertible Preferred Stocks - continued

Shares

Value (Note 1) (000s)

UTILITIES - 0.6%

Electric Utilities - 0.5%

FPL Group, Inc.:

8.00%

221,600

$ 12,687

8.50%

2,242,600

129,353

142,040

Gas Utilities - 0.1%

KeySpan Corp. 8.75% MEDS

615,600

32,824

TOTAL UTILITIES

174,864

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $302,746)

322,923

U.S. Treasury Obligations - 0.0%

Principal Amount (000s)

U.S. Treasury Bonds 8.125% 8/15/19
(Cost $10,208)

$ 10,000

13,670

Money Market Funds - 2.6%

Shares

Fidelity Cash Central Fund, 1.08% (b)
(Cost $808,365)

808,365,331

808,365

TOTAL INVESTMENT PORTFOLIO - 99.4%

(Cost $20,057,681)

30,643,936

NET OTHER ASSETS - 0.6%

183,058

NET ASSETS - 100%

$ 30,826,994

Security Type Abbreviations

MEDS

-

Mandatorily Exchangeable Debt Securities

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 listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Affiliated company

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $4,707,977,000 and $4,251,889,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $187,000 for the period.

Income Tax Information

At July 31, 2003, the fund had a capital loss carryforward of approximately $902,579,000 of which $266,818,000 and $635,761,000 will expire on July 31, 2010 and 2011, respectively.

Semiannual Report

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount) J

January 31, 2004 (Unaudited)

Assets

Investment in securities, at value (cost $20,057,681) - See accompanying schedule

$ 30,643,936

Receivable for investments sold

171,719

Receivable for fund shares sold

33,115

Dividends receivable

42,835

Interest receivable

1,157

Prepaid expenses

153

Other receivables

1,248

Total assets

30,894,163

Liabilities

Payable for investments purchased

$ 14,863

Payable for fund shares redeemed

33,944

Accrued management fee

12,264

Transfer agent fee payable

5,121

Other affiliated payables

162

Other payables and accrued expenses

815

Total liabilities

67,169

Net Assets

$ 30,826,994

Net Assets consist of:

Paid in capital

$ 20,734,188

Undistributed net investment income

21,737

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(515,194)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

10,586,263

Net Assets, for 853,488 shares outstanding

$ 30,826,994

Net Asset Value, offering price and redemption price per share ($30,826,994 ÷ 853,488 shares)

$ 36.12

Semiannual Report

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

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended January 31, 2004 (Unaudited)

Investment Income

Dividends (including $20,584 received from affiliated issuers)

$ 262,485

Interest

7,768

Security lending

1

Total income

270,254

Expenses

Management fee

$ 69,971

Transfer agent fees

30,666

Accounting and security lending fees

799

Non-interested trustees' compensation

88

Appreciation in deferred trustee compensation account

60

Custodian fees and expenses

194

Registration fees

66

Audit

91

Legal

57

Miscellaneous

118

Total expenses before reductions

102,110

Expense reductions

(1,334)

100,776

Net investment income (loss)

169,478

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized gain (loss) of $18,929 on sales of investments in affiliated issuers)

439,442

Foreign currency transactions

60

Futures contracts

(3,342)

Total net realized gain (loss)

436,160

Change in net unrealized appreciation (depreciation) on:

Investment securities

2,401,978

Assets and liabilities in foreign currencies

8

Futures contracts

4,919

Total change in net unrealized appreciation (depreciation)

2,406,905

Net gain (loss)

2,843,065

Net increase (decrease) in net assets resulting from operations

$ 3,012,543

Semiannual Report

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

Statement of Changes in Net Assets

Amounts in thousands

Six months ended January 31, 2004 (Unaudited)

Year ended

July 31, 2003

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 169,478

$ 344,856

Net realized gain (loss)

436,160

(93,749)

Change in net unrealized appreciation (depreciation)

2,406,905

1,057,363

Net increase (decrease) in net assets resulting
from operations

3,012,543

1,308,470

Distributions to shareholders from net investment income

(197,201)

(319,655)

Share transactions
Net proceeds from sales of shares

2,137,237

3,679,661

Reinvestment of distributions

190,995

309,163

Cost of shares redeemed

(2,579,993)

(4,563,028)

Net increase (decrease) in net assets resulting from share transactions

(251,761)

(574,204)

Total increase (decrease) in net assets

2,563,581

414,611

Net Assets

Beginning of period

28,263,413

27,848,802

End of period (including undistributed net investment income of $21,737 and undistributed net investment income of $49,460, respectively)

$ 30,826,994

$ 28,263,413

Other Information

Shares

Sold

62,290

118,325

Issued in reinvestment of distributions

5,576

10,093

Redeemed

(75,078)

(148,741)

Net increase (decrease)

(7,212)

(20,323)

Semiannual Report

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

Financial Highlights

Six months ended
January 31, 2004

Years ended July 31,

(Unaudited)

2003

2002

2001

2000

1999

Selected Per-Share Data

Net asset value, beginning of period

$ 32.84

$ 31.61

$ 39.10

$ 46.83

$ 47.27

$ 43.73

Income from Investment Operations

Net investment income (loss) D

.20

.40

.34

.39

.38

.39

Net realized and unrealized gain (loss)

3.31

1.20

(7.12)

(3.83)

2.47

5.69

Total from investment operations

3.51

1.60

(6.78)

(3.44)

2.85

6.08

Distributions from net investment income

(.23)

(.37)

(.33)

(.38)

(.39)

(.38)

Distributions from net realized gain

-

-

(.38)

(3.91)

(2.90)

(2.16)

Total distributions

(.23)

(.37)

(.71)

(4.29)

(3.29)

(2.54)

Net asset value, end of period

$ 36.12

$ 32.84

$ 31.61

$ 39.10

$ 46.83

$ 47.27

Total Return B,C

10.73%

5.15%

(17.56)%

(8.25)%

6.34%

15.20%

Ratios to Average Net Assets E

Expenses before expense reductions

.70% A

.73%

.69%

.68%

.67%

.68%

Expenses net of voluntary waivers, if any

.70% A

.73%

.69%

.68%

.67%

.68%

Expenses net of all reductions

.69% A

.71%

.68%

.66%

.66%

.66%

Net investment income (loss)

1.16% A

1.29%

.94%

.94%

.82%

.88%

Supplemental Data

Net assets, end of period (in millions)

$ 30,827

$ 28,263

$ 27,849

$ 36,099

$ 41,440

$ 48,595

Portfolio turnover rate

30% A

33%

36%

46%

41%

35%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary 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.

Semiannual Report

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

Notes to Financial Statements

For the period ended January 31, 2004 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If an event that is expected to materially affect the value of a security occurs after the close of an exchange or market on which that security trades, but prior to the NAV calculation, then that security will be fair valued taking the event into account. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

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. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. 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. The fund estimates the components of distributions received from Real Estate Investment Trusts (REITs). Distributions received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities, which is accrued using the interest method. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the fund or are invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. 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 recorded on the ex-dividend date.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent and temporary book and tax differences. These adjustments have no impact on net assets or the results of operations. Temporary differences will reverse in a subsequent period. These differences are primarily due to futures transactions, foreign currency transactions, non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments including unrealized appreciation (depreciation) as of period end was as follows:

Unrealized appreciation

$ 10,897,172

|

Unrealized depreciation

(358,997)

Net unrealized appreciation (depreciation)

$ 10,538,175

Cost for federal income tax purposes

$ 20,105,761

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Purchases and Sales of Investments.

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

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .48% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .21% of average net assets.

Accounting and Security Lending Fees. FSC 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.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $6,592 for the period.

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

Semiannual Report

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. At period end there were no security loans outstanding.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $1,333 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $1.

8. Transactions with Affiliated Companies.

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Companies which are affiliates of the fund at period-end are noted in the fund's Schedule of Investments. Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Value, beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value, end
of period

Manufactured Home Communities, Inc.

$ 33,855

$ 14,635

$ -

$ 10,291

$ 44,735

SLM Corp.

1,269,938

3,583

28,473

10,293

1,152,409

TOTALS

$ 1,303,793

$ 18,218

$ 28,473

$ 20,584

$ 1,197,144

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Far East) Inc.

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

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

Fidelity's Growth and Income Funds

Balanced Fund

Convertible Securities Fund

Equity-Income Fund

Equity-Income II Fund

Fidelity ® Fund

Global Balanced Fund

Growth & Income Portfolio

Growth & Income II Portfolio

Puritan ® Fund

Real Estate Income Fund

Real Estate Investment Portfolio

Utilities Fund

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

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

(automated graphic)    Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

GAI-USAN-0304
1.789285.100

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Reserved

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Reserved

Item 9. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to Fidelity Securities Fund: Fidelity Growth & Income Portfolio's Board of Trustees.

Item 10. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Securities Fund: Fidelity Growth & Income Portfolio's (the "Fund") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Fund is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Fund's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the Fund's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Fund's internal control over financial reporting.

Item 11. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Securities Fund

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

March 26, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

March 26, 2004

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

March 26, 2004