CORRESP 1 secur.htm

COMMENTS RECEIVED ON SEPTEMBER 23, 2004

FROM CHRISTIAN SANDOE

FIDELITY SECURITIES FUND (File Nos. 002-93601 and 811-04118)

Fidelity Small Cap Value Fund and Fidelity Small Cap Growth Fund

POST-EFFECTIVE AMENDMENT NO. 60

1. "Investment Summary" (prospectuses)

"Principal Investment Strategies"

"Normally investing at least 80% of assets in securities of companies with small market capitalizations (which, for purposes of this fund, are those companies with market capitalizations similar to companies in the Russell 2000 Index or the Standard & Poor's SmallCap 600 Index (S&P SmallCap 600))."

C: The Staff would like us to add disclosure showing the market capitalization ranges for the Russell 2000 Index and the S&P SmallCap 600 Index as of a recent date.

R: As the capitalization range of an index varies over time, we believe it is more appropriate to identify well-publicized indices by name rather than giving a snapshot of the capitalization range of an index as of a single date. Therefore, we have not modified the disclosure.

2. "Fee Table" (prospectuses)

Shareholder fees (paid by the investor directly)

Sales charge (load) on purchases and reinvested distributions	None
Deferred sales charge (load) on redemptions	None
Redemption fee on shares held less than 90 days (as a % of amount redeemed)^A	1.50%

^AA redemption fee may be charged when you sell your shares or if your shares are redeemed because your fund balance falls below the balance minimum for any reason, including solely due to declines in net asset value per share.

Annual operating expenses (paid from Small Cap Growth and Small Cap Value assets)

Small Cap Growth	Management fee	0.72%
	Distribution and/or Service (12b-1) fees	None
	Other expenses^A	0.70%
	Total annual class operating expenses^B	1.42%
Small Cap Value	Management fee	0.72%
	Distribution and/or Service (12b-1) fees	None
	Other expenses^A	0.52%
	Total annual class operating expenses^B	1.24%

^ABased on estimated amounts for the current fiscal year.

^BEffective October ___, 2004, FMR has voluntarily agreed to reimburse Small Cap Growth and Small Cap Value to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses), as a percentage of their respective average net assets, exceed 1.25%. These arrangements may be discontinued by FMR at any time.

C: The "Shareholder fees" and "Annual operating expenses" information should be presented as one table with all footnotes following the table in its entirety. The Staff believes that inserting footnotes after the "Shareholder fees" information results in two tables instead of one.

R: We acknowledge that the Staff has made this comment before. We continue to believe that the information included under the subheadings "Shareholder fees" and "Annual operating expenses" in the "Fee Table" section of the prospectus is presented in a manner consistent with Item 3 of Form N-1A. The footnotes that support the information under each subheading are provided in the closest proximity possible to that information to facilitate shareholder understanding of the information presented. We note that General Instruction C.1(a) to Form N-1A states that a fund should use document design techniques that promote effective communication. Accordingly, we have not modified the table.

3. "Buying and Selling Shares" (prospectuses)

"Buying Shares"

"For example, the funds do not permit market timing because short-term or other excessive trading into and out of a fund may harm performance by disrupting portfolio management strategies and by increasing expenses. Accordingly, a fund may reject any purchase orders, including exchanges, from market timers or investors that, in FMR's opinion, may be disruptive to that fund. For these purposes, FMR may consider an investor's trading history in that fund or other Fidelity funds, and accounts under common ownership or control."

C: The Staff notes that by rejecting an exchange, there would be a problem with the redemption half of the transaction. According to Section 22(e) of the Investment Company Act of 1940, the right of redemption cannot be suspended.

R: Fidelity offers the privilege of exchanging shares of a fund for shares of other Fidelity funds, as more fully disclosed in the "Exchanging Shares" section of the prospectuses. In that section, we disclose, "[a]n exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund." (Emphasis added.) Further, we disclose that "[e]ach fund may temporarily or permanently terminate the exchange privilege. . ." The funds will always process the redemption part of an exchange but may choose not to honor the subsequent purchase transaction in another fund.

4. "Buying and Selling Shares" (prospectuses)

"Selling Shares"

"The address on your account (record address) has changed within the last 15 or 30 days, depending on your account, and you wish to sell $10,000 or more of shares."

C: The Staff would like clarification as to which accounts are subject to the 15 or 30 day signature guarantee requirement (i.e. in what instances would the 15 day time period apply and in what instances would the 30 day time period apply).

R: Whether a signature guarantee, to aid in the detection of fraud, is required within 15 or 30 days of an address change depends on the Fidelity business unit responsible for handling the redemption, which is determined by the transfer agent or other administrative systems a shareholder's account(s) is on. To add disclosure providing a road map as to the particular system that shareholders may be on would result in a technical discussion relating to activities of the fund that are not a significant part of the fund's investment operations and would be inconsistent with General Instruction C.1(c) of Form N-1A. Thus, we do not think it would be practicable to explain in more detail in the prospectus when the 15 or 30 day time periods apply as this information could be confusing to shareholders. However, we note that, if a signature guarantee is required prior to disbursement of redemption proceeds, the customer will be notified at the time of the redemption request by a Fidelity representative.

5. "Board Approval of the Existing Investment Advisory Contracts" (SAIs)

C: The Staff believes that consistent with the second sentence of the Instruction to Item 12(b)(10) of Form N-1A, additional disclosure is needed in this section to relate the factors considered by the Board to the specific circumstances of a fund and the investment advisory contract. Specifically, in the discussion of a fund's performance and expenses, the Staff suggests that we consider adding numerical comparisons of a fund's performance and expenses to an applicable peer group of similar funds. The Staff also requests that we relate the specific findings the Board made about the fund in the "Conclusion" paragraph.

R: We believe that our current SAI disclosure complies with Item 12(b)(10) of Form N-1A and that we have included applicable disclosure which does relate the specific factors of the fund and the investment advisory contract. Because this is a new fund, there is no fund performance for the Trustees to consider. We believe that disclosing the specific types of financial information which the Trustees consider relates this factor to the specific circumstances of the fund. Similarly, for the fund's expenses, we include disclosure which explains that the Trustees considered the fund's anticipated expense ratio, as well as the expense ratios of an applicable peer group of funds. Based on the consideration of these factors, we include a conclusion which states that the Trustees concluded that the advisory contract is fair and reasonable. Accordingly, we believe that our current disclosure meets the requirements of item 12(b)(10) and do not believe additional disclosure is warranted. However, in light of the SEC's adoption in June 2004 of the final rule concerning the approval of investment advisory contracts, we expect to have additional discussion with the Staff about this disclosure.

6. "Proxy Voting Guidelines" (SAIs)

"The FMR Legal Department consults with the appropriate analysts or portfolio managers regarding the voting decisions of non-routine proposals that are not addressed by the Proxy Voting Guidelines. Each of the President or General Counsel of FMR or the General Counsel of FMR Corp is authorized to take a final decision."

C: The Staff believes that the disclosure is sufficient to communicate how conflicts of interest are avoided, but requests that we add disclosure addressing how an identified conflict of interest would be handled.

R: In a future review of the Proxy Voting Guidelines with the Board of Trustees, we expect to propose adding disclosure as the Staff suggests.

7. Tandy (prospectuses and SAIs)

C: The Staff would like us to affirm the following three statements:

1) The fund is responsible for the adequacy and accuracy of the disclosure in the filings.

2) Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing.

3) The fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any other person under the Federal Securities Laws.

R: We affirm the aforementioned statements.