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®

Dividend Growth

Fund

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 is printed on recycled paper using soy-based inks.

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.

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

Cardinal Health, Inc.

6.2

6.1

American International Group, Inc.

5.7

5.7

Clear Channel Communications, Inc.

5.1

5.3

Microsoft Corp.

4.7

3.3

Home Depot, Inc.

4.0

3.7

Citigroup, Inc.

3.9

4.4

Fannie Mae

3.8

4.2

Johnson & Johnson

3.6

4.8

Wyeth

2.9

1.5

Merck & Co., Inc.

2.9

5.1

42.8

Top Five Market Sectors as of January 31, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.1

22.3

Health Care

20.3

20.8

Consumer Discretionary

12.5

13.0

Information Technology

10.8

10.5

Consumer Staples

9.2

8.9

Asset Allocation (% of fund's net assets)

As of January 31, 2004 *

As of July 31, 2003 **

Stocks 96.5%

Stocks 95.9%

Convertible
Securities 0.8%

Convertible
Securities 1.1%

Short-Term
Investments and
Net Other Assets 2.7%

Short-Term
Investments and
Net Other Assets 3.0%

* Foreign
investments

3.7%

** Foreign investments

2.2%

Semiannual Report

Investments January 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.5%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 12.4%

Hotels, Restaurants & Leisure - 0.3%

McDonald's Corp.

2,139,100

$ 55,060

Media - 7.3%

Clear Channel Communications, Inc.

21,061,040

947,536

McGraw-Hill Companies, Inc.

531,500

39,873

News Corp. Ltd. sponsored ADR

2,246,900

72,036

Time Warner, Inc. (a)

17,487,382

307,253

1,366,698

Multiline Retail - 0.4%

Kohl's Corp. (a)

1,776,200

78,686

Specialty Retail - 4.3%

Home Depot, Inc.

21,010,300

745,235

Limited Brands, Inc.

1,320,000

24,024

Office Depot, Inc. (a)

383,700

6,120

Staples, Inc. (a)

987,900

26,288

801,667

Textiles Apparel & Luxury Goods - 0.1%

NIKE, Inc. Class B

262,200

18,265

TOTAL CONSUMER DISCRETIONARY

2,320,376

CONSUMER STAPLES - 9.2%

Beverages - 2.4%

PepsiCo, Inc.

4,607,490

217,750

The Coca-Cola Co.

4,692,200

231,044

448,794

Food & Staples Retailing - 2.6%

CVS Corp.

8,974,700

320,576

Safeway, Inc. (a)

7,176,300

162,113

482,689

Food Products - 0.8%

Kraft Foods, Inc. Class A

745,000

23,996

Unilever NV (NY Shares)

1,781,000

120,182

144,178

Household Products - 0.8%

Colgate-Palmolive Co.

327,400

16,786

Kimberly-Clark Corp.

301,300

17,795

Procter & Gamble Co.

1,238,900

125,228

159,809

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Personal Products - 1.2%

Alberto-Culver Co. (c)

3,199,830

$ 200,565

Estee Lauder Companies, Inc. Class A

421,900

17,285

217,850

Tobacco - 1.4%

Altria Group, Inc.

4,749,300

264,014

TOTAL CONSUMER STAPLES

1,717,334

ENERGY - 6.2%

Energy Equipment & Services - 3.3%

BJ Services Co. (a)

968,000

37,888

Diamond Offshore Drilling, Inc.

4,763,900

108,141

ENSCO International, Inc.

3,875,194

110,443

GlobalSantaFe Corp.

5,219,879

142,503

Grant Prideco, Inc. (a)

716,100

9,739

Nabors Industries Ltd. (a)

858,700

37,783

Rowan Companies, Inc. (a)

1,006,125

23,020

Transocean, Inc. (a)

5,603,100

150,948

620,465

Oil & Gas - 2.9%

ChevronTexaco Corp.

2,111,800

182,354

ConocoPhillips

4,443,711

292,752

Exxon Mobil Corp.

1,661,420

67,769

542,875

TOTAL ENERGY

1,163,340

FINANCIALS - 24.0%

Capital Markets - 3.1%

Merrill Lynch & Co., Inc.

2,905,300

170,803

Morgan Stanley

6,890,000

401,067

Nuveen Investments, Inc. Class A

475,600

13,702

585,572

Commercial Banks - 3.3%

Bank of America Corp.

2,611,500

212,733

Bank One Corp.

5,012,500

253,683

FleetBoston Financial Corp.

2,069,600

92,263

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Commercial Banks - continued

Synovus Financial Corp.

1,677,200

$ 42,098

Wachovia Corp.

495,762

22,924

623,701

Consumer Finance - 0.1%

MBNA Corp.

421,500

11,364

Diversified Financial Services - 3.9%

Citigroup, Inc.

14,731,939

728,936

Insurance - 9.1%

AFLAC, Inc.

2,574,300

94,940

Allmerica Financial Corp. (a)

1,819,900

63,114

AMBAC Financial Group, Inc.

925,000

69,162

American International Group, Inc.

15,410,400

1,070,252

Hartford Financial Services Group, Inc.

2,730,720

175,695

MBIA, Inc.

848,800

53,474

MetLife, Inc.

2,944,500

98,788

PartnerRe Ltd.

390,300

22,868

St. Paul Companies, Inc.

492,104

20,732

Travelers Property Casualty Corp. Class B

1,185,468

21,457

1,690,482

Thrifts & Mortgage Finance - 4.5%

Fannie Mae

9,301,280

717,129

MGIC Investment Corp.

1,482,600

102,210

New York Community Bancorp, Inc.

410,400

16,929

836,268

TOTAL FINANCIALS

4,476,323

HEALTH CARE - 20.2%

Health Care Equipment & Supplies - 1.3%

Baxter International, Inc.

8,522,200

248,422

Health Care Providers & Services - 6.6%

Cardinal Health, Inc.

17,957,070

1,151,225

Medco Health Solutions, Inc. (a)

1,344,745

49,554

UnitedHealth Group, Inc.

425,000

25,874

1,226,653

Pharmaceuticals - 12.3%

Biovail Corp. (a)

1,523,100

34,133

Johnson & Johnson

12,790,800

683,285

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Merck & Co., Inc.

11,267,200

$ 536,319

Pfizer, Inc.

10,625,500

389,212

Recordati Spa

382,800

7,337

Schering-Plough Corp.

6,021,700

105,621

Wyeth

13,168,700

539,258

2,295,165

TOTAL HEALTH CARE

3,770,240

INDUSTRIALS - 5.8%

Aerospace & Defense - 0.5%

United Technologies Corp.

916,100

87,524

Commercial Services & Supplies - 0.4%

Aramark Corp. Class B

655,100

17,242

ChoicePoint, Inc. (a)

1,395,800

53,738

70,980

Industrial Conglomerates - 4.1%

General Electric Co.

15,737,300

529,245

Tyco International Ltd.

8,839,700

236,462

765,707

Machinery - 0.6%

Ingersoll-Rand Co. Ltd. Class A

1,751,500

116,527

Road & Rail - 0.2%

CSX Corp.

886,400

27,975

Union Pacific Corp.

187,400

12,069

40,044

TOTAL INDUSTRIALS

1,080,782

INFORMATION TECHNOLOGY - 10.7%

Communications Equipment - 1.0%

Cisco Systems, Inc. (a)

1,687,700

43,273

Comverse Technology, Inc. (a)

3,443,800

60,611

Motorola, Inc.

5,077,500

84,185

188,069

Computers & Peripherals - 1.9%

Dell, Inc. (a)

3,292,500

110,200

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

Hewlett-Packard Co.

7,978,600

$ 189,811

Sun Microsystems, Inc. (a)

10,331,500

54,860

354,871

Electronic Equipment & Instruments - 1.2%

Celestica, Inc. (sub. vtg.) (a)

1,540,500

26,444

Flextronics International Ltd. (a)

2,426,800

46,109

Jabil Circuit, Inc. (a)

1,177,600

34,857

Sanmina-SCI Corp. (a)

2,574,900

33,757

Solectron Corp. (a)

9,028,400

64,102

Thermo Electron Corp. (a)

697,900

19,450

224,719

IT Services - 0.9%

Affiliated Computer Services, Inc. Class A (a)

1,067,600

59,198

First Data Corp.

2,732,300

106,997

166,195

Semiconductors & Semiconductor Equipment - 0.8%

Intel Corp.

1,096,400

33,550

KLA-Tencor Corp. (a)

157,000

8,960

Lam Research Corp. (a)

369,000

9,871

Linear Technology Corp.

215,400

8,616

Micron Technology, Inc. (a)

713,800

11,499

Novellus Systems, Inc. (a)

166,500

5,671

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR (a)

2,837,894

31,728

United Microelectronics Corp. sponsored ADR (a)

5,664,322

30,644

Xilinx, Inc. (a)

145,500

6,098

146,637

Software - 4.9%

Microsoft Corp.

31,520,937

871,554

VERITAS Software Corp. (a)

1,507,734

49,544

921,098

TOTAL INFORMATION TECHNOLOGY

2,001,589

MATERIALS - 0.8%

Chemicals - 0.3%

Dow Chemical Co.

1,485,000

62,296

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Metals & Mining - 0.4%

Alcan, Inc.

1,138,000

$ 48,584

Alcoa, Inc.

480,600

16,427

65,011

Paper & Forest Products - 0.1%

Bowater, Inc.

267,500

11,971

International Paper Co.

216,200

9,139

21,110

TOTAL MATERIALS

148,417

TELECOMMUNICATION SERVICES - 6.2%

Diversified Telecommunication Services - 5.8%

BellSouth Corp.

4,938,400

144,349

Qwest Communications International, Inc. (a)

28,744,800

116,129

SBC Communications, Inc.

19,413,091

495,034

Verizon Communications, Inc.

8,697,050

320,573

1,076,085

Wireless Telecommunication Services - 0.4%

Nextel Communications, Inc. Class A (a)

2,676,100

70,622

TOTAL TELECOMMUNICATION SERVICES

1,146,707

UTILITIES - 1.0%

Electric Utilities - 0.9%

Allegheny Energy, Inc. (a)

1,096,100

13,833

FirstEnergy Corp.

1,912,000

71,738

PG&E Corp. (a)

1,755,200

47,127

TXU Corp.

792,800

19,027

Wisconsin Energy Corp.

534,200

17,677

169,402

Gas Utilities - 0.1%

NiSource, Inc.

683,400

14,351

TOTAL UTILITIES

183,753

TOTAL COMMON STOCKS

(Cost $16,562,554)

18,008,861

Corporate Bonds - 0.8%

Principal Amount (000s)

Value (Note 1) (000s)

Convertible Bonds - 0.8%

CONSUMER DISCRETIONARY - 0.1%

Specialty Retail - 0.1%

Gap, Inc. 5.75% 3/15/09 (d)

$ 11,560

$ 15,027

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

IOS Capital LLC 5% 5/1/07 (d)

13,360

14,454

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Service Corp. International (SCI) 6.75% 6/22/08

8,420

9,378

INDUSTRIALS - 0.4%

Industrial Conglomerates - 0.4%

Tyco International Group SA 3.125% 1/15/23

51,110

70,133

INFORMATION TECHNOLOGY - 0.1%

Communications Equipment - 0.1%

Brocade Communications Systems, Inc. 2% 1/1/07

18,810

17,305

CIENA Corp. 3.75% 2/1/08

10,415

9,816

27,121

TOTAL CONVERTIBLE BONDS

136,113

Nonconvertible Bonds - 0.0%

UTILITIES - 0.0%

Multi-Utilities & Unregulated Power - 0.0%

AES Corp.:

9.375% 9/15/10

2,603

2,912

9.5% 6/1/09

866

967

3,879

TOTAL CORPORATE BONDS

(Cost $117,719)

139,992

Money Market Funds - 3.3%

Shares

Value (Note 1)
(000s)

Fidelity Cash Central Fund, 1.08% (b)

595,886,739

$ 595,887

Fidelity Securities Lending Cash Central Fund, 1.08% (b)

24,032,125

24,032

TOTAL MONEY MARKET FUNDS

(Cost $619,919)

619,919

TOTAL INVESTMENT PORTFOLIO - 100.6%

(Cost $17,300,192)

18,768,772

NET OTHER ASSETS - (0.6)%

(105,417)

NET ASSETS - 100%

$ 18,663,355

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

(d) 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 period end, the value of these securities amounted to $29,481,000 or 0.2% of net assets.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $3,691,771,000 and $2,891,818,000, 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 $242,000 for the period.

Income Tax Information

At July 31, 2003, the fund had a capital loss carryforward of approximately $665,957,000 of which $221,038,000 and $444,919,000 will expire on July 31, 2010 and 2011, respectively.

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)

January 31, 2004 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $23,575) (cost $17,300,192) - See accompanying schedule

$ 18,768,772

Receivable for investments sold

115,192

Receivable for fund shares sold

33,768

Dividends receivable

23,229

Interest receivable

1,355

Prepaid expenses

87

Other receivables

700

Total assets

18,943,103

Liabilities

Payable for investments purchased

$ 225,387

Payable for fund shares redeemed

16,048

Accrued management fee

10,566

Other affiliated payables

3,447

Other payables and accrued expenses

268

Collateral on securities loaned, at value

24,032

Total liabilities

279,748

Net Assets

$ 18,663,355

Net Assets consist of:

Paid in capital

$ 17,506,797

Undistributed net investment income

7,290

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

(319,331)

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

1,468,599

Net Assets, for 670,920 shares outstanding

$ 18,663,355

Net Asset Value, offering price and redemption price per share ($18,663,355 ÷ 670,920 shares)

$ 27.82

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 $873 received from affiliated issuers)

$ 135,099

Interest

7,133

Security lending

100

Total income

142,332

Expenses

Management fee
Basic fee

$ 49,213

Performance adjustment

11,422

Transfer agent fees

19,527

Accounting and security lending fees

612

Non-interested trustees' compensation

50

Appreciation in deferred trustee compensation account

6

Custodian fees and expenses

133

Registration fees

224

Audit

54

Legal

31

Miscellaneous

65

Total expenses before reductions

81,337

Expense reductions

(720)

80,617

Net investment income (loss)

61,715

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized gain (loss) of $26,015 on sales of investments in affiliated issuers)

545,850

Foreign currency transactions

33

Total net realized gain (loss)

545,883

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,543,342

Assets and liabilities in foreign currencies

7

Total change in net unrealized appreciation (depreciation)

1,543,349

Net gain (loss)

2,089,232

Net increase (decrease) in net assets resulting from operations

$ 2,150,947

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)

$ 61,715

$ 129,684

Net realized gain (loss)

545,883

(488,003)

Change in net unrealized appreciation (depreciation)

1,543,349

1,996,641

Net increase (decrease) in net assets resulting
from operations

2,150,947

1,638,322

Distributions to shareholders from net investment income

(142,749)

(128,580)

Share transactions
Net proceeds from sales of shares

2,812,606

4,924,391

Reinvestment of distributions

137,933

123,895

Cost of shares redeemed

(2,032,747)

(3,468,842)

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

917,792

1,579,444

Total increase (decrease) in net assets

2,925,990

3,089,186

Net Assets

Beginning of period

15,737,365

12,648,179

End of period (including undistributed net investment income of $7,290 and undistributed net investment income of $88,324, respectively)

$ 18,663,355

$ 15,737,365

Other Information

Shares

Sold

107,956

214,274

Issued in reinvestment of distributions

5,341

5,510

Redeemed

(77,919)

(153,994)

Net increase (decrease)

35,378

65,790

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

$ 24.76

$ 22.20

$ 29.75

$ 30.90

$ 31.14

$ 28.11

Income from Investment Operations

Net investment income (loss) D

.09

.22

.24 F

.16

.15

.17

Net realized and unrealized gain (loss)

3.19

2.56

(7.31) F

1.27

1.89

5.18

Total from investment operations

3.28

2.78

(7.07)

1.43

2.04

5.35

Distributions from net investment income

(.22)

(.22)

(.15)

(.18)

(.14)

(.13)

Distributions from net realized gain

-

-

(.33)

(2.40)

(2.14)

(2.19)

Total distributions

(.22)

(.22)

(.48)

(2.58)

(2.28)

(2.32)

Net asset value, end of period

$ 27.82

$ 24.76

$ 22.20

$ 29.75

$ 30.90

$ 31.14

Total Return B, C

13.32%

12.63%

(24.04)%

4.58%

7.00%

21.90%

Ratios to Average Net Assets E

Expenses before expense reductions

.96% A

1.05%

.98%

.97%

.77%

.87%

Expenses net of voluntary waivers, if any

.96% A

1.05%

.98%

.97%

.77%

.87%

Expenses net of all reductions

.95% A

1.02%

.95%

.94%

.74%

.84%

Net investment income (loss)

.73% A

.94%

.90% F

.54%

.52%

.58%

Supplemental Data

Net assets, end of period (in millions)

$ 18,663

$ 15,737

$ 12,648

$ 14,463

$ 10,432

$ 14,283

Portfolio turnover rate

35% A

51%

81%

88%

86%

104%

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.

F Effective August 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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 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 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

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. 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 foreign currency transactions, market discount, 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

$ 2,365,297

|

Unrealized depreciation

(974,012)

Net unrealized appreciation (depreciation)

$ 1,391,285

Cost for federal income tax purposes

$ 17,377,487

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).

Restricted Securities. The fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

Semiannual Report

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 .30% 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. 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 fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .71% 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 .23% 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 $3,200 for the period.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

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.

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. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

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 $672 for the period. In addition, through arrangements with the fund's transfer agent, 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 transfer agent expenses by $48.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

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

Alberto-Culver Co.

$ 210,761

$ -

$ 39,974

$ 873

$ 200,565

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

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   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, and the effects of any sales charges.

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 International Investment
Advisors

Fidelity Investments Japan Limited

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

Citibank, N.A.,
New York, NY

Fidelity's Growth Funds

Aggressive Growth Fund

Blue Chip Growth Fund

Blue Chip Value Fund

Capital Appreciation Fund

Contrafund®

Disciplined Equity Fund

Discovery Fund

Dividend Growth Fund

Export and Multinational Fund

Fidelity Fifty ®

Fidelity Value Discovery Fund

Focused Stock Fund

Growth Company Fund

Independence Fund

Large Cap Stock Fund

Leveraged Company Stock Fund

Low-Priced Stock Fund

Magellan® Fund

Mid-Cap Stock Fund

New Millennium Fund®

OTC Portfolio

Small Cap Independence Fund

Small Cap Stock Fund

Stock Selector

Structured Large Cap Growth Fund

Structured Large Cap Value Fund

Structured Mid Cap Growth Fund

Structured Mid Cap Value Fund

Tax Managed Stock Fund

Trend Fund

Value 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

DGF-USAN-0304
1.789283.100

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 Dividend Growth Fund'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 Dividend Growth Fund'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