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, 2005

Item 1. Reports to Stockholders

Fidelity®

OTC

Portfolio

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Changes	5	A summary of major shifts in the fund's investments over the past six months.
Investments	6	A complete list of the fund's investments with their market values.
Financial Statements	15	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	19	Notes to the financial statements.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR 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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and 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.

For nearly 60 years, Fidelity 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. 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.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2004 to January 31, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the share-holder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	Beginning Account Value August 1, 2004	Ending Account Value January 31, 2005	Expenses Paid During Period* August 1, 2004 to January 31, 2005
Actual	$ 1,000.00	$ 1,097.20	$ 4.55
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.87	$ 4.38

* Expenses are equal to the Fund's annualized expense ratio of .86%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	11.4	13.2
Dell, Inc.	5.7	5.5
Intel Corp.	5.5	3.8
Cisco Systems, Inc.	4.7	0.2
Yahoo!, Inc.	2.5	2.2
Nextel Communications, Inc. Class A	2.2	2.1
Oracle Corp.	1.9	0.3
QUALCOMM, Inc.	1.7	0.0
Cognizant Technology Solutions Corp. Class A	1.4	1.1
Amgen, Inc.	1.2	0.0
	38.2
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	64.5	59.4
Health Care	10.8	10.4
Consumer Discretionary	9.7	11.0
Industrials	3.7	6.1
Telecommunication Services	3.6	4.5

Asset Allocation (% of fund's net assets)
As of January 31, 2005 *			As of July 31, 2004 **
	Stocks 97.7%			Stocks 98.7%
	Short-Term Investments and Net Other Assets 2.3%			Short-Term Investments and Net Other Assets 1.3%
* Foreign investments		6.9%	** Foreign investments		13.3%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.7%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 9.7%
Auto Components - 0.2%
Keystone Automotive Industries, Inc. (a)	574,300		$ 12,635
Hotels, Restaurants & Leisure - 1.1%
Buffalo Wild Wings, Inc. (a)	156,100		6,320
Panera Bread Co. Class A (a)(d)	820,880		41,865
Penn National Gaming, Inc. (a)	108,900		7,143
Red Robin Gourmet Burgers, Inc. (a)	365,100		17,251
The Cheesecake Factory, Inc. (a)	378,600		12,255
			84,834
Household Durables - 0.3%
LG Electronics, Inc.	374,230		25,739
Internet & Catalog Retail - 1.5%
Amazon.com, Inc. (a)	516,500		22,323
Blue Nile, Inc. (d)	546,500		15,302
Drugstore.com, Inc. (a)	1,014,900		2,898
eBay, Inc. (a)	731,900		59,650
eDiets.com, Inc. (a)	574,341		2,481
Shopping.Com Ltd.	387,700		8,630
			111,284
Media - 3.4%
Comcast Corp.:
Class A (a)	1,173,500		37,775
Class A (special) (a)	1,194,600		37,761
Cumulus Media, Inc. Class A (a)	595,632		8,244
EchoStar Communications Corp. Class A	1,680,622		51,276
Emmis Communications Corp. Class A (a)	108,000		1,898
Lamar Advertising Co. Class A (a)	877,900		37,732
NTL, Inc. (a)	998,643		67,938
XM Satellite Radio Holdings, Inc. Class A (a)	502,700		16,041
			258,665
Specialty Retail - 3.1%
American Eagle Outfitters, Inc.	337,100		17,125
Big 5 Sporting Goods Corp.	359,000		9,829
Hot Topic, Inc. (a)	2,051,000		39,748
Rent-A-Center, Inc. (a)	219,100		5,366
Ross Stores, Inc.	1,950,000		55,809
Select Comfort Corp. (a)	1,298,100		25,404
Staples, Inc.	1,676,700		54,895
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Steiner Leisure Ltd. (a)	413,700		$ 12,833
West Marine, Inc. (a)	779,000		18,392
			239,401
Textiles, Apparel & Luxury Goods - 0.1%
Brown Shoe Co., Inc.	75,600		2,189
Warnaco Group, Inc. (a)	390,000		8,428
			10,617
TOTAL CONSUMER DISCRETIONARY			743,175
CONSUMER STAPLES - 0.5%
Food & Staples Retailing - 0.5%
Costco Wholesale Corp.	821,700		38,842
ENERGY - 1.7%
Energy Equipment & Services - 1.0%
Patterson-UTI Energy, Inc.	4,195,600		81,604
Oil & Gas - 0.7%
Ashland, Inc.	38,500		2,363
Top Tankers, Inc. (e)	1,763,200		29,780
Valero Energy Corp.	381,200		19,834
			51,977
TOTAL ENERGY			133,581
FINANCIALS - 3.2%
Capital Markets - 1.2%
Ameritrade Holding Corp. (a)	5,725,500		74,031
Calamos Asset Management, Inc. Class A	853,600		21,562
			95,593
Commercial Banks - 2.0%
Fifth Third Bancorp	1,111,600		51,656
Nara Bancorp, Inc.	434,000		8,658
Silicon Valley Bancshares (a)	642,000		28,017
Texas Capital Bancshares, Inc. (a)	400,000		9,484
Texas Regional Bancshares, Inc. Class A	113,800		3,522
UCBH Holdings, Inc.	353,400		15,574
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Commercial Banks - continued
Wachovia Corp.	375,077		$ 20,573
Zions Bancorp	181,800		12,330
			149,814
TOTAL FINANCIALS			245,407
HEALTH CARE - 10.8%
Biotechnology - 5.6%
Affymetrix, Inc. (a)	485,100		19,967
Alkermes, Inc. (a)	704,800		8,930
Amgen, Inc. (a)	1,526,600		95,016
Biogen Idec, Inc. (a)	968,100		62,888
BioMarin Pharmaceutical, Inc. (a)	1,377,600		8,334
Celgene Corp. (a)	799,800		21,867
Cephalon, Inc. (a)	486,900		23,955
Enzon Pharmaceuticals, Inc. (a)	804,900		10,383
Gen-Probe, Inc. (a)	143,000		6,980
Genentech, Inc. (a)	760,400		36,279
ImmunoGen, Inc. (a)	51,041		356
Invitrogen Corp. (a)	725,700		49,863
MedImmune, Inc. (a)	876,000		20,722
Millennium Pharmaceuticals, Inc. (a)	3,228,400		29,734
ONYX Pharmaceuticals, Inc. (a)	623,100		18,095
OSI Pharmaceuticals, Inc. (a)	181,000		11,783
Seattle Genetics, Inc. (a)	551,300		3,264
			428,416
Health Care Equipment & Supplies - 1.3%
American Medical Systems Holdings, Inc. (a)	605,200		23,766
Cytyc Corp. (a)	484,000		12,124
DENTSPLY International, Inc.	283,650		15,904
Respironics, Inc. (a)	772,300		44,716
			96,510
Health Care Providers & Services - 2.9%
Accredo Health, Inc. (a)	930,100		27,698
Caremark Rx, Inc. (a)	456,660		17,855
Express Scripts, Inc. (a)	501,500		37,206
HealthSouth Corp. (a)	86,700		507
Henry Schein, Inc. (a)	462,100		31,451
Humana, Inc. (a)	1,404,300		48,125
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
IMPATH, Inc. (a)	303,600		$ 1,312
PacifiCare Health Systems, Inc. (a)	381,500		23,474
Patterson Companies, Inc. (a)	233,200		10,862
Sun Healthcare Group, Inc. (a)	11,300		86
WebMD Corp. (a)	3,213,300		24,260
			222,836
Pharmaceuticals - 1.0%
Elan Corp. PLC sponsored ADR (a)	470,400		12,668
Endo Pharmaceuticals Holdings, Inc. (a)	2,011,800		42,268
Sepracor, Inc. (a)	19,600		1,121
Teva Pharmaceutical Industries Ltd. sponsored ADR	722,500		20,757
			76,814
TOTAL HEALTH CARE			824,576
INDUSTRIALS - 3.7%
Air Freight & Logistics - 0.2%
Forward Air Corp. (a)	275,000		11,719
Airlines - 0.7%
JetBlue Airways Corp. (a)	1,693,156		33,508
Ryanair Holdings PLC sponsored ADR (a)	448,100		20,985
			54,493
Building Products - 0.1%
Trex Co., Inc. (a)	230,100		11,286
Commercial Services & Supplies - 1.7%
Apollo Group, Inc. Class A (a)	240,900		18,836
Cintas Corp.	1,127,200		49,033
Herman Miller, Inc.	1,371,000		36,633
Monster Worldwide, Inc. (a)	193,000		6,039
Strayer Education, Inc.	177,400		19,044
			129,585
Machinery - 0.3%
PACCAR, Inc.	328,150		23,187
Road & Rail - 0.5%
Landstar System, Inc. (a)	1,037,392		36,080
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - 0.2%
Rush Enterprises, Inc. Class A (a)(e)	1,104,395		$ 16,809
TOTAL INDUSTRIALS			283,159
INFORMATION TECHNOLOGY - 64.5%
Communications Equipment - 11.7%
Alcatel SA sponsored ADR (a)(d)	2,145,100		30,718
Alvarion Ltd. (a)	1,376,500		14,233
Andrew Corp. (a)	1,089,800		14,233
Arris Group, Inc. (a)	758,596		4,696
Avaya, Inc. (a)	500,000		7,175
Carrier Access Corp. (a)(e)	1,968,400		14,527
CIENA Corp. (a)	6,582,600		16,786
Cisco Systems, Inc. (a)	20,015,400		361,078
Comverse Technology, Inc. (a)	1,909,100		42,668
Enterasys Networks, Inc. (a)	9,256,700		13,052
Ixia (a)	360,600		5,597
Juniper Networks, Inc. (a)	3,195,400		80,300
Motorola, Inc.	4,659,230		73,336
Nokia Corp. sponsored ADR	1,068,300		16,324
Polycom, Inc. (a)	748,626		12,936
Powerwave Technologies, Inc. (a)	883,700		6,955
QUALCOMM, Inc.	3,538,500		131,774
Research In Motion Ltd. (a)	578,900		41,198
Sonus Networks, Inc. (a)	1,946,600		11,933
			899,519
Computers & Peripherals - 10.9%
Apple Computer, Inc. (a)	1,127,100		86,674
Avid Technology, Inc. (a)	152,100		9,590
Dell, Inc. (a)	10,408,700		434,667
Diebold, Inc.	848,600		45,689
EMC Corp. (a)	3,165,200		41,464
Hutchinson Technology, Inc. (a)	646,787		22,832
Maxtor Corp. (a)	2,708,000		12,809
Network Appliance, Inc. (a)	244,900		7,798
Seagate Technology	4,774,000		80,776
Sun Microsystems, Inc. (a)	11,574,345		50,464
Western Digital Corp. (a)	4,089,000		44,039
			836,802
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - 1.6%
CDW Corp.	472,200		$ 27,624
DDi Corp. (a)	519,189		1,251
Flextronics International Ltd. (a)	2,097,900		29,685
Hon Hai Precision Industries Co. Ltd.	4,613,794		20,265
Molex, Inc.	503,400		14,458
Nano-Proprietary, Inc. (a)	2,213,900		4,649
Solectron Corp. (a)	5,257,900		26,132
Universal Display Corp. (a)	69,900		527
			124,591
Internet Software & Services - 3.3%
Akamai Technologies, Inc. (a)	1,272,200		16,666
Google, Inc. Class A (sub. vtg.)	203,400		39,791
Marchex, Inc. Class B	2,300		41
Vignette Corp. (a)	3,278,200		4,294
Yahoo!, Inc. (a)	5,374,116		189,223
			250,015
IT Services - 2.0%
Cognizant Technology Solutions Corp. Class A (a)	2,861,600		108,455
Infosys Technologies Ltd. sponsored ADR	246,300		16,266
Paychex, Inc.	497,400		15,166
Syntel, Inc.	799,300		13,436
			153,323
Semiconductors & Semiconductor Equipment - 17.0%
Agere Systems, Inc.:
Class A (a)	16,484,211		23,737
Class B (a)	16,413,400		23,635
Altera Corp. (a)	585,400		11,240
Analog Devices, Inc.	1,654,300		59,373
Applied Materials, Inc. (a)	5,917,000		94,080
ATI Technologies, Inc. (a)	826,700		14,342
ATMI, Inc. (a)	1,341,111		30,483
FEI Co. (a)	964,500		19,444
Freescale Semiconductor, Inc.:
Class A	1,934,100		33,073
Class B (a)	1,215,334		21,232
Integrated Circuit Systems, Inc. (a)	1,287,600		24,464
Intel Corp.	18,833,400		422,810
Intersil Corp. Class A	679,900		10,083
KLA-Tencor Corp. (a)	371,300		17,173
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Linear Technology Corp.	1,183,500		$ 44,665
Marvell Technology Group Ltd. (a)	1,657,600		55,447
Maxim Integrated Products, Inc.	1,205,400		47,023
Microchip Technology, Inc.	1,186,300		30,903
Mindspeed Technologies, Inc. (a)	2,969,033		6,903
National Semiconductor Corp.	2,783,800		47,130
NVIDIA Corp. (a)	1,867,600		42,805
Omnivision Technologies, Inc. (a)(d)	490,000		7,953
PMC-Sierra, Inc. (a)	1,171,100		12,039
Samsung Electronics Co. Ltd.	131,350		63,340
Silicon Laboratories, Inc. (a)	1,259,200		42,939
STATS ChipPAC Ltd. ADR (a)(d)	2,802,270		16,085
Texas Instruments, Inc.	2,151,100		49,927
Vitesse Semiconductor Corp. (a)	3,950,000		11,455
Xilinx, Inc.	610,200		17,812
			1,301,595
Software - 18.0%
Activision, Inc. (a)	100,000		2,260
BEA Systems, Inc. (a)	4,253,943		36,244
FileNET Corp. (a)	1,204,882		26,929
Intuit, Inc. (a)	355,900		13,880
Jack Henry & Associates, Inc.	384,109		7,986
Kronos, Inc. (a)	253,500		13,631
Lawson Software, Inc. (a)	2,646,700		17,336
Microsoft Corp.	33,281,800		874,640
Oracle Corp. (a)	10,796,200		148,664
Quest Software, Inc. (a)	1,691,100		24,014
Red Hat, Inc. (a)	3,103,900		33,677
Siebel Systems, Inc. (a)	5,095,494		44,382
Symantec Corp. (a)	3,643,400		85,073
Take-Two Interactive Software, Inc. (a)	595,300		20,984
TIBCO Software, Inc. (a)	1,808,300		19,873
WatchGuard Technologies, Inc. (a)	1,237,200		5,023
			1,374,596
TOTAL INFORMATION TECHNOLOGY			4,940,441
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - 0.0%
Containers & Packaging - 0.0%
Anchor Glass Container Corp. (a)	161,305		$ 960
TELECOMMUNICATION SERVICES - 3.6%
Diversified Telecommunication Services - 0.1%
AboveNet, Inc. (a)	99,200		2,976
Wireless Telecommunication Services - 3.5%
American Tower Corp. Class A (a)	1,701,900		30,838
Nextel Communications, Inc. Class A (a)	5,953,900		170,817
Nextel Partners, Inc. Class A (a)	487,200		9,690
NII Holdings, Inc. (a)	1,072,600		57,706
			269,051
TOTAL TELECOMMUNICATION SERVICES			272,027
TOTAL COMMON STOCKS (Cost $6,992,618)		7,482,168
Money Market Funds - 3.2%

Fidelity Cash Central Fund, 2.31% (b)	166,719,431		166,719
Fidelity Securities Lending Cash Central Fund, 2.29% (b)(c)	78,532,300		78,532
TOTAL MONEY MARKET FUNDS (Cost $245,251)			245,251
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $7,237,869)			7,727,419
NET OTHER ASSETS - (0.9)%			(65,733)
NET ASSETS - 100%		$ 7,661,686

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.

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

(e) Affiliated company

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:
Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
24/7 Real Media, Inc.	$ 6,713	$ 7,257	$ 10,999	$ -	$ -
Carrier Access Corp.	-	19,282	-	-	14,527
eDiets.com, Inc.	3,208	-	2,218	-	-
Homestore, Inc.	27,581	16,819	35,800	-	-
Redback Networks, Inc.	15,289	-	13,429	-	-
Rush Enterprises, Inc. Class A	-	18,460	4,508	-	16,809
Time Warner Telecom, Inc. Class A	32,301	166	28,716	-	-
Top Tankers, Inc.	1,987	22,221	-	345	29,780
WatchGuard Technologies, Inc.	6,848	4,362	4,158	-	-
Wet Seal, Inc. Class A	7,768	-	2,746	-	-
Total	$ 101,695	$ 88,567	$ 102,574	$ 345	$ 61,116

Income Tax Information

At July 31, 2004, the fund had a capital loss carryforward of approximately $5,419,239,000 of which $4,169,344,000 and $1,249,895,000 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, 2005 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $77,173) (cost $7,237,869) - See accompanying schedule		$ 7,727,419
Foreign currency held at value (cost $157)		166
Receivable for investments sold		99,411
Receivable for fund shares sold		8,031
Dividends receivable		2,484
Interest receivable		277
Prepaid expenses		26
Other affiliated receivables		30
Other receivables		599
Total assets		7,838,443

Liabilities
Payable for investments purchased	$ 80,181
Payable for fund shares redeemed	12,405
Accrued management fee	3,761
Other affiliated payables	1,788
Other payables and accrued expenses	90
Collateral on securities loaned, at value	78,532
Total liabilities		176,757

Net Assets		$ 7,661,686
Net Assets consist of:
Paid in capital		$ 12,082,479
Accumulated net investment loss		(3,909)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(4,906,476)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		489,592
Net Assets, for 232,252 shares outstanding		$ 7,661,686
Net Asset Value, offering price and redemption price per share ($7,661,686 ÷ 232,252 shares)		$ 32.99

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended January 31, 2005 (Unaudited)

Investment Income
Dividends (including $345 received from affiliated issuers)		$ 16,021
Special Dividends		106,284
Interest		647
Security lending		330
Total income		123,282

Expenses
Management fee Basic fee	$ 23,517
Performance adjustment	(1,057)
Transfer agent fees	9,038
Accounting and security lending fees	580
Non-interested trustees' compensation	22
Appreciation in deferred trustee compensation account	3
Custodian fees and expenses	183
Registration fees	63
Audit	42
Legal	16
Interest	2
Miscellaneous	18
Total expenses before reductions	32,427
Expense reductions	(866)	31,561
Net investment income (loss)		91,721
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities (including realized gain (loss) of $(79,763) from affiliated issuers)	531,675
Foreign currency transactions	27
Total net realized gain (loss)		531,702
Change in net unrealized appreciation (depreciation) on: Investment securities	77,193
Assets and liabilities in foreign currencies	56
Total change in net unrealized appreciation (depreciation)		77,249
Net gain (loss)		608,951
Net increase (decrease) in net assets resulting from operations		$ 700,672

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2005 (Unaudited)	Year ended July 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 91,721	$ (41,667)
Net realized gain (loss)	531,702	1,268,916
Change in net unrealized appreciation (depreciation)	77,249	(703,476)
Net increase (decrease) in net assets resulting from operations	700,672	523,773
Distributions to shareholders from net investment income	(95,497)	-
Share transactions Proceeds from sales of shares	788,333	2,620,488
Reinvestment of distributions	94,057	-
Cost of shares redeemed	(1,147,881)	(2,863,293)
Net increase (decrease) in net assets resulting from share transactions	(265,491)	(242,805)
Total increase (decrease) in net assets	339,684	280,968

Net Assets
Beginning of period	7,322,002	7,041,034
End of period (including accumulated net investment loss of $3,909 and accumulated net investment loss of $133, respectively)	$ 7,661,686	$ 7,322,002
Other Information Shares
Sold	24,589	82,028
Issued in reinvestment of distributions	2,762	-
Redeemed	(35,733)	(89,916)
Net increase (decrease)	(8,382)	(7,888)

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

Semiannual Report

Financial Highlights

	Six months ended January 31, 2005	Years ended July 31,
	(Unaudited)	2004	2003	2002	2001	2000
Selected Per-Share Data
Net asset value, beginning of period	$ 30.43	$ 28.33	$ 23.46	$ 32.96	$ 69.82	$ 51.53
Income from Investment Operations
Net investment income (loss) ^D	.39 ^E	(.17)	(.17)	(.24)	(.18)	(.27)
Net realized and unrealized gain (loss)	2.58	2.27	5.04	(9.26)	(24.02)	24.07
Total from investment operations	2.97	2.10	4.87	(9.50)	(24.20)	23.80
Distributions from net investment income	(.41)	-	-	-	-	-
Distributions from net realized gain	-	-	-	-	(12.66)	(5.51)
Total distributions	(.41)	-	-	-	(12.66)	(5.51)
Net asset value, end of period	$ 32.99	$ 30.43	$ 28.33	$ 23.46	$ 32.96	$ 69.82
Total Return ^B, ^C	9.72%	7.41%	20.76%	(28.82)%	(42.79)%	50.05%
Ratios to Average Net Assets ^F
Expenses before expense reductions	.86% ^A	.91%	1.18%	1.14%	.97%	.76%
Expenses net of voluntary waivers, if any	.86% ^A	.91%	1.18%	1.14%	.97%	.76%
Expenses net of all reductions	.84% ^A	.89%	1.12%	1.09%	.94%	.75%
Net investment income (loss)	2.43% ^{A, E}	(.53)%	(.71)%	(.81)%	(.40)%	(.43)%
Supplemental Data
Net assets, end of period (in millions)	$ 7,662	$ 7,322	$ 7,041	$ 5,911	$ 8,802	$ 14,548
Portfolio turnover rate	94% ^A	61%	116%	120%	219%	196%

^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 Investment income per share reflects a special dividend which amounted to $.45 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been (.39)%.

^F 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity OTC 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, including restricted 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. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. 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 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

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 and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Large, non-recurring dividends recognized by the fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, net operating losses, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation	$ 1,011,942
Unrealized depreciation	(543,068)
Net unrealized appreciation (depreciation)	$ 468,874
Cost for federal income tax purposes	$ 7,258,545

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).

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $3,519,068 and $3,871,144, respectively.

4. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 .60% 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 .24% 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 $635 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 were $595 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. At period end, there were no interfund loans outstanding. The fund's activity in this program during the period was as follows:

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 27,227	2.14%	$ 2

Semiannual Report

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 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. Bank Borrowings.

The fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period amounted to $5,484. The weighted average interest rate was 2.06%. At period end, there were no bank borrowings outstanding.

8. 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 $797 for the period. In addition, through arrangements with the fund's custodian and 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 custody and transfer agent expenses by $1 and $68, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

9. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Semiannual Report

Managing Your Investments

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

By Phone

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

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

Press

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

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Nevada

2225 Village Walk Drive
Henderson, NV

Semiannual Report

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Semiannual Report

To Write Fidelity

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

(letter_graphic)Making Changes
To Your Account

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

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

(letter_graphic)For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Far East) Inc.

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

Fidelity Investments Japan Limited

Fidelity International Investments
Advisors

Fidelity International Investments
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) (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

OTC-USAN-0305
1.789288.101

Fidelity®

Leveraged Company Stock

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Changes	5	A summary of major shifts in the fund's investments over the last six months.
Investments	6	A complete list of the fund's investments with their market values.
Financial Statements	15	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	19	Notes to the financial statements.

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

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

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

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NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2004 to January 31, 2005).

Actual Expenses

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

	Beginning Account Value August 1, 2004	Ending Account Value January 31, 2005	Expenses Paid During Period* August 1, 2004 to January 31, 2005
Actual	$ 1,000.00	$ 1,187.40	$ 4.80
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.82	$ 4.43

* Expenses are equal to the Fund's annualized expense ratio of .87%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Teekay Shipping Corp.	6.2	6.9
AES Corp.	6.0	6.4
General Maritime Corp.	5.6	5.6
Forest Oil Corp.	4.7	4.1
Nextel Communications, Inc. Class A	3.4	3.5
Qwest Communications International, Inc.	3.0	3.6
Range Resources Corp.	2.8	3.5
Tyco International Ltd.	2.7	4.2
CMS Energy Corp.	2.5	3.0
DaVita, Inc.	2.1	2.2
	39.0
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Energy	34.1	31.6
Industrials	11.1	10.1
Materials	10.8	8.0
Telecommunication Services	9.3	12.1
Utilities	8.7	9.4

Asset Allocation (% of fund's net assets)
As of January 31, 2005 *			As of July 31, 2004 **
	Stocks 93.6%			Stocks 96.4%
	Convertible Securities 0.0%			Bonds 0.3%
	Other Investments 0.9%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets 5.5%			Other Investments 1.2%
				Short-Term Investments and Net Other Assets 2.0%
* Foreign investments		20.8%	** Foreign investments		19.7%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.3%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 8.1%
Auto Components - 0.8%
Dana Corp.	204,100		$ 3,239
Tenneco Automotive, Inc. (a)	135,500		2,187
TRW Automotive Holdings Corp.	618,100		12,300
			17,726
Hotels, Restaurants & Leisure - 1.2%
Centerplate, Inc. unit	363,005		4,937
Friendly Ice Cream Corp. (a)(e)	423,400		3,696
Six Flags, Inc. (a)	1,951,100		8,351
Sunterra Corp. (a)(d)	342,900		4,735
Wyndham International, Inc. Class A (a)	4,877,800		4,634
			26,353
Household Durables - 0.0%
Juno Lighting, Inc.	3,600		144
Leisure Equipment & Products - 0.4%
Alliance Gaming Corp. (a)(d)	896,000		8,933
Media - 4.7%
Cablevision Systems Corp. - NY Group Class A (a)	242,900		6,653
Charter Communications, Inc. Class A (a)(d)	6,307,871		10,156
Gray Television, Inc.	622,300		8,998
Liberty Media International, Inc. Class A (a)	11,987		543
News Corp. Class A	180,888		3,075
NTL, Inc. (a)	625,907		42,580
Spanish Broadcasting System, Inc. Class A (a)	209,400		2,152
The DIRECTV Group, Inc. (a)	619,645		9,326
The Reader's Digest Association, Inc. (non-vtg.)	752,900		12,137
Time Warner, Inc. (a)	277,400		4,993
UnitedGlobalCom, Inc. Class A (a)	582,912		5,695
			106,308
Specialty Retail - 1.0%
AutoNation, Inc. (a)	247,600		4,714
Gap, Inc.	758,200		16,688
			21,402
TOTAL CONSUMER DISCRETIONARY			180,866
CONSUMER STAPLES - 2.7%
Food & Staples Retailing - 2.0%
Koninklijke Ahold NV sponsored ADR (a)(d)	2,756,800		22,799
Kroger Co. (a)	371,300		6,349
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Pathmark Stores, Inc. (a)	1,297,047		$ 6,148
Safeway, Inc. (a)	445,700		8,401
			43,697
Food Products - 0.4%
Kellogg Co.	184,900		8,254
Personal Products - 0.3%
Revlon, Inc. Class A (a)	3,225,199		7,740
TOTAL CONSUMER STAPLES			59,691
ENERGY - 34.1%
Energy Equipment & Services - 4.8%
Grant Prideco, Inc. (a)	606,300		11,883
Grey Wolf, Inc. (a)	6,220,200		32,967
Hanover Compressor Co. (a)	451,500		6,402
Nabors Industries Ltd. (a)	163,100		8,220
Petroleum Geo-Services ASA ADR (a)(d)	296,153		20,568
Pride International, Inc. (a)	484,300		11,328
Rowan Companies, Inc.	321,100		9,042
Universal Compression Holdings, Inc. (a)	184,700		7,189
			107,599
Oil & Gas - 29.3%
Burlington Resources, Inc.	709,500		31,012
Chesapeake Energy Corp.	2,434,100		42,767
Comstock Resources, Inc. (a)	311,800		7,315
Forest Oil Corp. (a)(e)	3,133,300		105,561
Frontier Oil Corp.	578,600		16,183
Frontline Ltd. (d)	185,300		9,230
Frontline Ltd. (NY Shares)	603,900		30,648
General Maritime Corp. (a)(e)	2,738,500		125,697
Houston Exploration Co. (a)	89,200		4,836
OMI Corp. (d)	2,725,200		47,691
Overseas Shipholding Group, Inc.	123,200		6,876
Range Resources Corp.	2,814,300		62,449
Ship Finance International Ltd. (d)	156,252		3,556
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Oil & Gas - continued
Teekay Shipping Corp.	3,096,000		$ 137,375
Valero Energy Corp.	455,200		23,684
			654,880
TOTAL ENERGY			762,479
FINANCIALS - 2.6%
Consumer Finance - 0.5%
Metris Companies, Inc.	937,300		11,154
Insurance - 1.7%
American Financial Group, Inc., Ohio	1,002,800		30,876
UnumProvident Corp.	423,700		7,275
			38,151
Thrifts & Mortgage Finance - 0.4%
Capital Crossing Bank (a)	258,800		8,282
TOTAL FINANCIALS			57,587
HEALTH CARE - 3.6%
Health Care Equipment & Supplies - 0.3%
Baxter International, Inc.	184,700		6,235
Health Care Providers & Services - 2.1%
Carriage Services, Inc. (a)	14,700		73
DaVita, Inc. (a)	1,151,600		48,321
			48,394
Pharmaceuticals - 1.2%
Elan Corp. PLC sponsored ADR (a)	987,700		26,599
TOTAL HEALTH CARE			81,228
INDUSTRIALS - 11.1%
Aerospace & Defense - 0.4%
BE Aerospace, Inc. (a)	365,424		3,943
Goodrich Corp.	133,700		4,586
			8,529
Air Freight & Logistics - 0.2%
Park-Ohio Holdings Corp. (a)	162,411		4,007
Airlines - 2.2%
America West Holding Corp. Class B (a)(d)	800,600		4,011
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Airlines - continued
AMR Corp. (a)(d)	2,514,530		$ 21,625
Delta Air Lines, Inc. (a)(d)	3,927,450		21,169
Northwest Airlines Corp. (a)(d)	455,100		3,363
			50,168
Building Products - 2.6%
American Standard Companies, Inc. (a)	713,200		28,557
Lennox International, Inc.	230,700		4,605
Royal Group Technologies Ltd. (sub. vtg.) (a)	564,700		5,073
York International Corp.	536,700		19,493
			57,728
Commercial Services & Supplies - 1.3%
Allied Waste Industries, Inc. (a)	889,800		7,394
Clean Harbors, Inc. (a)(d)	140,200		2,641
Corrections Corp. of America (a)	479,200		19,690
			29,725
Construction & Engineering - 0.1%
Integrated Electrical Services, Inc. (a)	326,200		1,298
Industrial Conglomerates - 2.7%
Tyco International Ltd.	1,646,200		59,494
Machinery - 1.0%
Navistar International Corp. (a)	234,000		9,107
SPX Corp.	180,200		7,550
Terex Corp. (a)	82,700		3,560
Thermadyne Holdings Corp. (a)	64,900		833
Timken Co.	92,800		2,391
			23,441
Marine - 0.1%
Golden Ocean Group Ltd. (a)(d)	2,067,600		1,218
Road & Rail - 0.5%
Central Freight Lines, Inc. (a)(e)	973,340		6,103
Kansas City Southern (a)	326,700		5,704
			11,807
TOTAL INDUSTRIALS			247,415
INFORMATION TECHNOLOGY - 3.2%
Communications Equipment - 0.2%
Motorola, Inc.	244,900		3,855
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - 0.9%
DDi Corp. (a)(d)	2,071,300		$ 4,992
Merix Corp. (a)	385,000		3,550
Solectron Corp. (a)	475,100		2,361
Viasystems Group, Inc. (a)	95,400		1,145
Viasystems Group, Inc. (a)(h)	625,780		7,509
			19,557
Semiconductors & Semiconductor Equipment - 2.1%
Atmel Corp. (a)	1,776,500		5,436
Conexant Systems, Inc. (a)	927,700		1,521
Fairchild Semiconductor International, Inc. (a)	200,000		2,854
Freescale Semiconductor, Inc.:
Class A	287,500		4,916
Class B (a)	27,040		472
ON Semiconductor Corp. (a)	8,789,700		32,170
			47,369
TOTAL INFORMATION TECHNOLOGY			70,781
MATERIALS - 10.8%
Chemicals - 4.1%
Celanese Corp. Class A	106,300		1,715
Crompton Corp.	2,974,200		34,649
Great Lakes Chemical Corp.	813,000		21,504
NOVA Chemicals Corp.	454,800		20,515
Rhodia SA ADR (d)	5,081,400		12,958
Solutia, Inc. (a)	1,779,500		1,602
			92,943
Construction Materials - 0.3%
Texas Industries, Inc.	103,800		6,595
Containers & Packaging - 3.7%
Anchor Glass Container Corp. (a)	150,400		895
Owens-Illinois, Inc. (a)	1,432,890		32,555
Pactiv Corp. (a)	1,408,200		31,276
Sealed Air Corp. (a)	156,900		8,049
Smurfit-Stone Container Corp. (a)	637,000		9,580
			82,355
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Metals & Mining - 0.5%
Freeport-McMoRan Copper & Gold, Inc. Class B	282,500		$ 10,399
Haynes International, Inc. (a)(f)	16,834		305
			10,704
Paper & Forest Products - 2.2%
Georgia-Pacific Corp.	301,300		9,672
International Paper Co.	510,400		19,982
Weyerhaeuser Co.	318,900		19,899
			49,553
TOTAL MATERIALS			242,150
TELECOMMUNICATION SERVICES - 8.4%
Diversified Telecommunication Services - 4.0%
Covad Communications Group, Inc. (a)	931,615		1,574
General Communications, Inc. Class A (a)	907,800		9,060
Qwest Communications International, Inc. (a)	15,875,700		66,678
Telewest Global, Inc. (a)	590,291		9,946
XO Communications, Inc. (a)	926,500		2,548
			89,806
Wireless Telecommunication Services - 4.4%
American Tower Corp. Class A (a)	300,300		5,441
Crown Castle International Corp. (a)	536,100		8,792
Nextel Communications, Inc. Class A (a)	2,660,585		76,332
NII Holdings, Inc. (a)	160,800		8,651
			99,216
TOTAL TELECOMMUNICATION SERVICES			189,022
UTILITIES - 8.7%
Multi-Utilities & Unregulated Power - 8.7%
AES Corp. (a)	9,559,458		134,310
Aquila, Inc. (a)	911,800		3,374
CMS Energy Corp. (a)	5,352,600		56,363
			194,047
TOTAL COMMON STOCKS (Cost $1,563,428)		2,085,266
Preferred Stocks - 0.3%
	Shares		Value (Note 1) (000s)
Convertible Preferred Stocks - 0.0%
CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
Emmis Communications Corp. Series A, 6.25%	32,200		$ 1,401
Nonconvertible Preferred Stocks - 0.3%
CONSUMER STAPLES - 0.3%
Food Products - 0.3%
Doane Pet Care Co. 14.25% pay-in-kind (a)	122,505		6,370
TELECOMMUNICATION SERVICES - 0.0%
Diversified Telecommunication Services - 0.0%
PTV, Inc. Series A, 10.00%	84		0
TOTAL NONCONVERTIBLE PREFERRED STOCKS			6,370
TOTAL PREFERRED STOCKS (Cost $6,956)		7,771
Floating Rate Loans - 0.9%
	Principal Amount (000s)
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.9%
McLeodUSA, Inc.:
revolver loan 5.5967% 5/31/07 (g)	$ 5,792		2,954
Tranche A, term loan 5.6002% 5/31/07 (g)	17,276		9,329
Tranche B, term loan 5.67% 5/30/08 (g)	15,507		7,599
			19,882
TOTAL FLOATING RATE LOANS (Cost $27,146)			19,882
Money Market Funds - 7.6%
	Shares		Value (Note 1) (000s)
Fidelity Cash Central Fund, 2.31% (b)	120,955,029		$ 120,955
Fidelity Securities Lending Cash Central Fund, 2.29% (b)(c)	48,445,500		48,446
TOTAL MONEY MARKET FUNDS (Cost $169,401)		169,401
TOTAL INVESTMENT PORTFOLIO - 102.1% (Cost $1,766,931)			2,282,320
NET OTHER ASSETS - (2.1)%			(46,523)
NET ASSETS - 100%		$ 2,235,797

Legend

(a) Non-income producing

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $305,000 or 0.0% of net assets.

(g) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $7,509,000 or 0.3% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Viasystems Group, Inc.	2/13/04	$ 12,594

Other Information

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

United States of America	79.2%
Marshall Islands	13.9%
Bermuda	2.1%
Ireland	1.2%
Canada	1.1%
Netherlands	1.0%
Others (individually less than 1%)	1.5%
	100.0%

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:

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Central Freight Lines, Inc.	$ -	$ 6,048	$ -	$ -	$ 6,103
Forest Oil Corp.	61,599	28,862	-	-	105,561
Friendly Ice Cream Corp.	3,362	792	-	-	3,696
General Maritime Corp.	84,190	4,005	6,432	-	125,697
Pathmark Stores, Inc.	11,606	-	1,585	-	-
Triton PCS Holdings, Inc. Class A	11,894	-	10,296	-	-
Total	$ 172,651	$ 39,707	$ 18,313	$ -	$ 241,057

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, 2005 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $46,149) (cost $1,766,931) - See accompanying schedule		$ 2,282,320
Receivable for investments sold		77
Receivable for fund shares sold		13,954
Dividends receivable		417
Interest receivable		438
Prepaid expenses		5
Other affiliated receivables		2
Other receivables		315
Total assets		2,297,528

Liabilities
Payable for investments purchased	$ 8,840
Payable for fund shares redeemed	2,919
Accrued management fee	1,103
Other affiliated payables	390
Other payables and accrued expenses	33
Collateral on securities loaned, at value	48,446
Total liabilities		61,731

Net Assets		$ 2,235,797
Net Assets consist of:
Paid in capital		$ 1,715,631
Undistributed net investment income		3,913
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		864
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		515,389
Net Assets, for 98,960 shares outstanding		$ 2,235,797
Net Asset Value, offering price and redemption price per share ($2,235,797 ÷ 98,960 shares)		$ 22.59

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended January 31, 2005 (Unaudited)

Investment Income
Dividends		$ 7,824
Interest		3,069
Security lending		645
Total income		11,538

Expenses
Management fee	$ 5,360
Transfer agent fees	1,759
Accounting and security lending fees	261
Non-interested trustees' compensation	5
Custodian fees and expenses	14
Registration fees	68
Audit	24
Legal	2
Miscellaneous	8
Total expenses before reductions	7,501
Expense reductions	(173)	7,328
Net investment income (loss)		4,210
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities (Including realized gain (loss) of $(3,075) from affiliated issuers)	14,587
Foreign currency transactions	(53)
Total net realized gain (loss)		14,534
Change in net unrealized appreciation (depreciation) on Investment securities		262,643
Net gain (loss)		277,177
Net increase (decrease) in net assets resulting from operations		$ 281,387

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2005 (Unaudited)	Year ended July 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,210	$ 2,937
Net realized gain (loss)	14,534	106,434
Change in net unrealized appreciation (depreciation)	262,643	162,681
Net increase (decrease) in net assets resulting from operations	281,387	272,052
Distributions to shareholders from net investment income	(3,319)	-
Distributions to shareholders from net realized gain	(83,080)	(14,471)
Total distributions	(86,399)	(14,471)
Share transactions Proceeds from sales of shares	808,922	1,359,933
Reinvestment of distributions	82,680	13,770
Cost of shares redeemed	(355,564)	(847,399)
Net increase (decrease) in net assets resulting from share transactions	536,038	526,304
Redemption fees	576	2,119
Total increase (decrease) in net assets	731,602	786,004

Net Assets
Beginning of period	1,504,195	718,191
End of period (including undistributed net investment income of $3,913 and $3,427, respectively)	$ 2,235,797	$ 1,504,195
Other Information Shares
Sold	37,544	70,707
Issued in reinvestment of distributions	4,282	788
Redeemed	(17,416)	(45,040)
Net increase (decrease)	24,410	26,455

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

Semiannual Report

Financial Highlights

	Six months ended January 31, 2005	Years ended July 31,
	(Unaudited)	2004	2003	2002	2001 ^E
Selected Per-Share Data
Net asset value, beginning of period	$ 20.18	$ 14.93	$ 7.37	$ 10.66	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.05	.04	.01	.11 ^G	.07
Net realized and unrealized gain (loss)	3.51	5.45	7.49	(3.22) ^G	.58
Total from investment operations	3.56	5.49	7.50	(3.11)	.65
Distributions from net investment income	(.04)	-	-	(.20)	-
Distributions from net realized gain	(1.12)	(.27)	-	-	-
Total distributions	(1.16)	(.27)	-	(.20)	-
Redemption fees added to paid in capital ^D	.01	.03	.06	.02	.01
Net asset value, end of period	$ 22.59	$ 20.18	$ 14.93	$ 7.37	$ 10.66
Total Return ^{B, C}	18.74%	37.27%	102.58%	(29.40)%	6.60%
Ratios to Average Net Assets ^F
Expenses before expense reductions	.87% ^A	.88%	.93%	1.14%	.94% ^A
Expenses net of voluntary waivers, if any	.87% ^A	.88%	.93%	1.14%	.94% ^A
Expenses net of all reductions	.85% ^A	.85%	.83%	.93%	.83% ^A
Net investment income (loss)	.49% ^A	.23%	.07%	1.16%^G	1.12% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 2,236	$ 1,504	$ 718	$ 36	$ 195
Portfolio turnover rate	20% ^A	35%	79%	203%	230% ^A

^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 For the period December 19, 2000 (commencement of operations) to July 31, 2001.

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

^G 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Leveraged Company Stock 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, including restricted 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, including restricted 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 prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, market discount, and losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation	$ 625,352
Unrealized depreciation	(107,809)
Net unrealized appreciation (depreciation)	$ 517,543
Cost for federal income tax purposes	$ 1,764,777

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

Repurchase Agreements. 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)

2. Operating Policies - continued

Loans and Other Direct Debt Instruments. The fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $531,208 and $169,630, respectively.

4. Fees and Other Transactions with Affiliates.

Accounting and Security Lending Fees. FSC maintains the fund's accounting rec-ords. 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.

Semiannual Report

5. Committed Line of Credit.

6. Security Lending.

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 $170 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 $3.

8. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

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

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

LSF-USAN-0305
1.789286.101

Fidelity®

Dividend Growth

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Changes	5	A summary of major shifts in the fund's investments over the past six months.
Investments	6	A complete list of the fund's investments with their market values.
Financial Statements	13	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	17	Notes to the financial statements.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2004 to January 31, 2005).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value August 1, 2004	Ending Account Value January 31, 2005	Expenses Paid During Period* August 1, 2004 to January 31, 2005
Actual	$ 1,000.00	$ 1,058.40	$ 3.68
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,021.63	$ 3.62

*Expenses are equal to the Fund's annualized expense ratio of .71%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
American International Group, Inc.	5.7	6.1
Cardinal Health, Inc.	5.5	3.7
Home Depot, Inc.	5.4	4.3
Microsoft Corp.	5.1	5.5
Fannie Mae	4.2	4.9
SBC Communications, Inc.	4.1	4.2
Pfizer, Inc.	3.9	4.4
General Electric Co.	3.8	3.7
Clear Channel Communications, Inc.	3.8	4.1
Wyeth	3.7	3.1
	45.2
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	25.8	27.0
Information Technology	16.3	12.9
Health Care	16.1	16.1
Consumer Discretionary	10.6	10.1
Industrials	8.5	7.0

Asset Allocation (% of fund's net assets)
As of January 31, 2005 *			As of July 31, 2004 **
	Stocks 97.3%			Stocks and Equity Futures 96.3%
	Convertible Securities 0.6%			Convertible Securities 0.7%
	Short-Term Investments and Net Other Assets 2.1%			Short-Term Investments and Net Other Assets 3.0%
* Foreign investments		2.7%	** Foreign investments		2.4%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.3%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 10.6%
Hotels, Restaurants & Leisure - 0.4%
McDonald's Corp.	2,468,600		$ 79,958
Media - 4.5%
Clear Channel Communications, Inc.	21,360,940		692,735
News Corp. Class A	7,255,800		123,349
Univision Communications, Inc. Class A (a)	100,300		2,739
			818,823
Specialty Retail - 5.7%
Home Depot, Inc.	23,995,000		990,034
Ross Stores, Inc.	399,176		11,424
TJX Companies, Inc.	1,562,800		39,133
			1,040,591
TOTAL CONSUMER DISCRETIONARY			1,939,372
CONSUMER STAPLES - 8.1%
Beverages - 0.5%
PepsiCo, Inc.	1,757,790		94,393
Food & Staples Retailing - 4.4%
CVS Corp.	9,629,500		446,327
Safeway, Inc. (a)	7,476,300		140,928
Wal-Mart Stores, Inc.	4,335,400		227,175
			814,430
Household Products - 0.3%
Colgate-Palmolive Co.	864,100		45,400
Procter & Gamble Co.	168,100		8,948
			54,348
Personal Products - 1.3%
Alberto-Culver Co.	4,196,645		227,668
Tobacco - 1.6%
Altria Group, Inc.	4,628,500		295,437
TOTAL CONSUMER STAPLES			1,486,276
ENERGY - 4.1%
Energy Equipment & Services - 3.1%
Diamond Offshore Drilling, Inc. (d)	3,949,300		172,861
ENSCO International, Inc.	2,522,094		86,331
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Energy Equipment & Services - continued
GlobalSantaFe Corp.	4,138,079		$ 146,322
Transocean, Inc. (a)	3,488,000		153,472
			558,986
Oil & Gas - 1.0%
ConocoPhillips	1,710,200		158,689
Exxon Mobil Corp.	574,120		29,625
			188,314
TOTAL ENERGY			747,300
FINANCIALS - 25.8%
Capital Markets - 3.6%
Goldman Sachs Group, Inc.	1,625,400		175,299
Lehman Brothers Holdings, Inc.	634,700		57,878
Merrill Lynch & Co., Inc.	3,403,000		204,418
Morgan Stanley	3,454,400		193,308
Nuveen Investments, Inc. Class A	667,500		24,764
			655,667
Commercial Banks - 4.4%
Bank of America Corp.	8,204,698		380,452
North Fork Bancorp, Inc., New York	935,220		26,841
Synovus Financial Corp.	1,428,900		38,766
Wachovia Corp.	3,481,853		190,980
Wells Fargo & Co.	2,910,000		178,383
			815,422
Consumer Finance - 0.3%
MBNA Corp.	2,356,200		62,628
Diversified Financial Services - 2.4%
Citigroup, Inc.	7,127,039		349,581
J.P. Morgan Chase & Co.	2,637,624		98,463
			448,044
Insurance - 9.7%
ACE Ltd.	2,073,600		89,994
AFLAC, Inc.	392,400		15,504
AMBAC Financial Group, Inc.	1,304,200		100,267
American International Group, Inc.	15,837,800		1,049,889
Hartford Financial Services Group, Inc.	3,906,120		262,843
MBIA, Inc.	1,237,900		73,952
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Insurance - continued
MetLife, Inc.	2,685,000		$ 106,729
PartnerRe Ltd.	390,300		24,733
Prudential Financial, Inc.	1,007,100		54,293
			1,778,204
Thrifts & Mortgage Finance - 5.4%
Fannie Mae	11,813,780		762,934
MGIC Investment Corp.	1,743,400		111,403
New York Community Bancorp, Inc.	2,156,500		38,450
Washington Mutual, Inc.	1,797,900		72,545
			985,332
TOTAL FINANCIALS			4,745,297
HEALTH CARE - 16.1%
Health Care Equipment & Supplies - 0.4%
Baxter International, Inc.	1,029,100		34,742
Medtronic, Inc.	535,700		28,119
			62,861
Health Care Providers & Services - 5.7%
Cardinal Health, Inc.	18,076,470		1,018,067
Henry Schein, Inc. (a)	11,438		778
Service Corp. International (SCI) (a)	1,216,983		8,397
UnitedHealth Group, Inc.	230,700		20,509
			1,047,751
Pharmaceuticals - 10.0%
Johnson & Johnson	5,488,700		355,119
Pfizer, Inc.	29,755,500		718,893
Schering-Plough Corp.	5,151,300		95,608
Wyeth	16,968,700		672,470
			1,842,090
TOTAL HEALTH CARE			2,952,702
INDUSTRIALS - 8.0%
Aerospace & Defense - 1.1%
Lockheed Martin Corp.	1,153,400		66,678
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Northrop Grumman Corp.	864,300		$ 44,840
United Technologies Corp.	817,700		82,326
			193,844
Air Freight & Logistics - 0.0%
Ryder System, Inc.	220,800		10,057
Commercial Services & Supplies - 0.4%
Aramark Corp. Class B	655,100		17,026
ChoicePoint, Inc. (a)	1,222,700		56,244
			73,270
Industrial Conglomerates - 5.6%
General Electric Co.	19,489,900		704,170
Tyco International Ltd.	8,839,700		319,467
			1,023,637
Machinery - 0.7%
Ingersoll-Rand Co. Ltd. Class A	1,772,900		131,868
Marine - 0.1%
Alexander & Baldwin, Inc.	275,616		12,678
Road & Rail - 0.1%
CSX Corp.	614,200		24,550
TOTAL INDUSTRIALS			1,469,904
INFORMATION TECHNOLOGY - 16.3%
Communications Equipment - 3.1%
Cisco Systems, Inc. (a)	19,539,000		352,484
Comverse Technology, Inc. (a)	1,921,500		42,946
Motorola, Inc.	8,492,500		133,672
Nokia Corp. sponsored ADR	572,400		8,746
QUALCOMM, Inc.	843,300		31,404
			569,252
Computers & Peripherals - 2.4%
Dell, Inc. (a)	6,914,500		288,750
Diebold, Inc.	602,800		32,455
Hewlett-Packard Co.	6,272,100		122,870
			444,075
Electronic Equipment & Instruments - 0.7%
Flextronics International Ltd. (a)	2,426,800		34,339
Jabil Circuit, Inc. (a)	1,794,700		42,301
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - continued
Sanmina-SCI Corp. (a)	2,437,700		$ 15,065
Solectron Corp. (a)(d)	9,028,400		44,871
			136,576
IT Services - 0.8%
Affiliated Computer Services, Inc. Class A (a)	1,107,200		59,999
First Data Corp.	1,967,200		80,144
			140,143
Semiconductors & Semiconductor Equipment - 3.2%
Analog Devices, Inc.	317,200		11,384
Applied Materials, Inc. (a)	6,024,200		95,785
Freescale Semiconductor, Inc. Class B (a)	880,868		15,389
Intel Corp.	13,713,000		307,857
KLA-Tencor Corp. (a)	854,700		39,530
Lam Research Corp. (a)	1,133,300		30,327
Linear Technology Corp.	215,400		8,129
Novellus Systems, Inc. (a)	722,700		18,899
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	3,237,659		28,330
United Microelectronics Corp. sponsored ADR (d)	6,080,176		21,463
Xilinx, Inc.	145,500		4,247
			581,340
Software - 6.1%
BEA Systems, Inc. (a)	5,128,200		43,692
Microsoft Corp.	35,658,737		937,112
Symantec Corp. (a)	860,400		20,090
VERITAS Software Corp. (a)	4,813,234		123,796
			1,124,690
TOTAL INFORMATION TECHNOLOGY			2,996,076
MATERIALS - 0.5%
Chemicals - 0.2%
Praxair, Inc.	1,033,500		44,596
Metals & Mining - 0.2%
Alcan, Inc.	1,020,800		40,707
Paper & Forest Products - 0.1%
International Paper Co.	216,200		8,464
TOTAL MATERIALS			93,767
Common Stocks - continued
	Shares		Value (Note 1) (000s)
TELECOMMUNICATION SERVICES - 6.8%
Diversified Telecommunication Services - 6.5%
BellSouth Corp.	5,787,100		$ 151,854
Qwest Communications International, Inc. (a)	28,571,200		119,999
SBC Communications, Inc.	31,380,791		745,608
Verizon Communications, Inc.	4,808,850		171,147
			1,188,608
Wireless Telecommunication Services - 0.3%
Nextel Communications, Inc. Class A (a)	2,207,600		63,336
TOTAL TELECOMMUNICATION SERVICES			1,251,944
UTILITIES - 1.0%
Electric Utilities - 1.0%
Entergy Corp.	679,700		47,253
FirstEnergy Corp.	1,325,700		52,710
PG&E Corp. (a)	2,133,800		74,683
			174,646
TOTAL COMMON STOCKS (Cost $16,564,389)		17,857,284
Convertible Preferred Stocks - 0.1%

MATERIALS - 0.1%
Paper & Forest Products - 0.1%
International Paper Capital Trust 2.625%	426,800		21,553
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $21,703)		21,553

Convertible Bonds - 0.5%
	Principal Amount (000s)
INDUSTRIALS - 0.5%
Industrial Conglomerates - 0.5%
Tyco International Group SA yankee 3.125% 1/15/23	$ 51,110		86,560
Convertible Bonds - continued
	Principal Amount (000s)		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - 0.0%
Communications Equipment - 0.0%
CIENA Corp. 3.75% 2/1/08	$ 8,560		$ 7,597
TOTAL CONVERTIBLE BONDS (Cost $65,238)		94,157

Money Market Funds - 3.4%
	Shares
Fidelity Cash Central Fund, 2.31% (b)	510,227,343		510,227
Fidelity Securities Lending Cash Central Fund, 2.29% (b)(c)	117,266,961		117,267
TOTAL MONEY MARKET FUNDS (Cost $627,494)		627,494
TOTAL INVESTMENT PORTFOLIO - 101.3% (Cost $17,278,824)			18,600,488
NET OTHER ASSETS - (1.3)%			(238,383)
NET ASSETS - 100%		$ 18,362,105

Legend

(a) Non-income producing

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

Income Tax Information

At July 31, 2004, the fund had a capital loss carryforward of approximately $195,547,000 all of which will expire on July 31, 2011.

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, 2005 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $116,673) (cost $17,278,824) - See accompanying schedule		$ 18,600,488
Receivable for investments sold		102,053
Receivable for fund shares sold		19,422
Dividends receivable		20,201
Interest receivable		969
Prepaid expenses		65
Other affiliated receivables		22
Other receivables		594
Total assets		18,743,814

Liabilities
Payable for investments purchased	$ 17,897
Payable for fund shares redeemed	235,666
Accrued management fee	6,942
Other affiliated payables	3,803
Other payables and accrued expenses	134
Collateral on securities loaned, at value	117,267
Total liabilities		381,709

Net Assets		$ 18,362,105
Net Assets consist of:
Paid in capital		$ 17,250,971
Undistributed net investment income		11,656
Accumulated undistributed net realized gain (loss) on investments, foreign currency transactions and futures		(222,186)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,321,664
Net Assets, for 661,933 shares outstanding		$ 18,362,105
Net Asset Value, offering price and redemption price per share ($18,362,105 ÷ 661,933 shares)		$ 27.74

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended January 31, 2005 (Unaudited)

Investment Income
Dividends		$ 150,834
Special Dividends		106,976
Interest		7,508
Security lending		218
Total income		265,536

Expenses
Management fee Basic fee	$ 54,133
Performance adjustment	(9,931)
Transfer agent fees	21,180
Accounting and security lending fees	806
Non-interested trustees' compensation	55
Appreciation in deferred trustee compensation account	4
Custodian fees and expenses	146
Registration fees	53
Audit	64
Legal	23
Miscellaneous	35
Total expenses before reductions	66,568
Expense reductions	(932)	65,636
Net investment income (loss)		199,900
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	58,988
Foreign currency transactions	2
Futures contracts	11,990
Total net realized gain (loss)		70,980
Change in net unrealized appreciation (depreciation) on: Investment securities	805,688
Assets and liabilities in foreign currencies	(16)
Futures contracts	3,469
Total change in net unrealized appreciation (depreciation)		809,141
Net gain (loss)		880,121
Net increase (decrease) in net assets resulting from operations		$ 1,080,021

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2005 (Unaudited)	Year ended July 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 199,900	$ 133,702
Net realized gain (loss)	70,980	573,551
Change in net unrealized appreciation (depreciation)	809,141	587,273
Net increase (decrease) in net assets resulting from operations	1,080,021	1,294,526
Distributions to shareholders from net investment income	(269,024)	(142,749)
Share transactions Proceeds from sales of shares	1,842,113	5,305,733
Reinvestment of distributions	260,163	137,933
Cost of shares redeemed	(2,938,031)	(3,945,945)
Net increase (decrease) in net assets resulting from share transactions	(835,755)	1,497,721
Total increase (decrease) in net assets	(24,758)	2,649,498

Net Assets
Beginning of period	18,386,863	15,737,365
End of period (including undistributed net investment income of $11,656 and undistributed net investment income of $80,780, respectively)	$ 18,362,105	$ 18,386,863
Other Information Shares
Sold	67,603	198,128
Issued in reinvestment of distributions	9,419	5,341
Redeemed	(106,797)	(147,303)
Net increase (decrease)	(29,775)	56,166

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

Semiannual Report

Financial Highlights

	Six months ended January 31, 2005	Years ended July 31,
	(Unaudited)	2004	2003	2002	2001	2000
Selected Per-Share Data
Net asset value, beginning of period	$ 26.58	$ 24.76	$ 22.20	$ 29.75	$ 30.90	$ 31.14
Income from Investment Operations
Net investment income (loss) ^D	.29 ^E	.20	.22	.24 ^G	.16	.15
Net realized and unrealized gain (loss)	1.26	1.84	2.56	(7.31) ^G	1.27	1.89
Total from investment operations	1.55	2.04	2.78	(7.07)	1.43	2.04
Distributions from net investment income	(.39)	(.22)	(.22)	(.15)	(.18)	(.14)
Distributions from net realized gain	-	-	-	(.33)	(2.40)	(2.14)
Total distributions	(.39)	(.22)	(.22)	(.48)	(2.58)	(2.28)
Net asset value, end of period	$ 27.74	$ 26.58	$ 24.76	$ 22.20	$ 29.75	$ 30.90
Total Return ^B, ^C	5.84%	8.27%	12.63%	(24.04)%	4.58%	7.00%
Ratios to Average Net Assets ^F
Expenses before expense reductions	.71% ^A	.90%	1.05%	.98%	.97%	.77%
Expenses net of voluntary waivers, if any	.71% ^A	.90%	1.05%	.98%	.97%	.77%
Expenses net of all reductions	.70% ^A	.89%	1.02%	.95%	.94%	.74%
Net investment income (loss)	2.12% ^{A, E}	.75%	.94%	.90% ^G	.54%	.52%
Supplemental Data
Net assets, end of period (in millions)	$ 18,362	$ 18,387	$ 15,737	$ 12,648	$ 14,463	$ 10,432
Portfolio turnover rate	30% ^A	37%	51%	81%	88%	86%

^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 Investment income per share reflects a special dividend which amounted to $.15 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been .99%.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (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, including restricted 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, including restricted 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 prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

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.

Semiannual Report

1. Significant Accounting Policies - continued

Book-tax differences are primarily due to futures transactions, foreign currency transactions, market discount, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation	$ 2,506,875
Unrealized depreciation	(1,291,309)
Net unrealized appreciation (depreciation)	$ 1,215,566
Cost for federal income tax purposes	$ 17,384,922

2. Operating Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

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 counter-parties 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.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $2,735,895 and $3,127,176, respectively.

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 .27% 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 .47% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Security Lending.

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 $798 for the period. In addition, through arrangements with the 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 $134.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

8. Other.

Semiannual Report

Managing Your Investments

By Phone

(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

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

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-0305
1.789283.101

Fidelity®

Blue Chip Value

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Changes	5	A summary of major shifts in the fund's investments over the past six months.
Investments	6	A complete list of the fund's investments with their market values.
Financial Statements	17	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	21	Notes to the financial statements.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2004 to January 31, 2005).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value August 1, 2004	Ending Account Value January 31, 2005	Expenses Paid During Period* August 1, 2004 to January 31, 2005
Actual	$ 1,000.00	$ 1,120.70	$ 5.29
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.21	$ 5.04

* Expenses are equal to the Fund's annualized expense ratio of .99%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
General Electric Co.	6.0	5.8
Exxon Mobil Corp.	3.6	3.0
Bank of America Corp.	3.2	3.2
Honeywell International, Inc.	2.7	2.1
American International Group, Inc.	2.5	2.3
Altria Group, Inc.	1.9	0.1
Wachovia Corp.	1.8	0.6
Tyco International Ltd.	1.8	2.1
E.I. du Pont de Nemours & Co.	1.6	0.9
Baxter International, Inc.	1.5	1.7
	26.6
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Industrials	19.3	18.9
Financials	18.6	24.8
Energy	12.5	12.0
Health Care	10.2	9.8
Consumer Discretionary	9.3	11.1

Asset Allocation (% of fund's net assets)
As of January 31, 2005 *			As of July 31, 2004**
	Stocks 95.9%			Stocks 100.0%
	Short-Term Investments and Net Other Assets 4.1%			Short-Term Investments and Net Other Assets 0.0%
* Foreign investments		4.0%	** Foreign investments		3.6%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.9%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 9.3%
Auto Components - 0.0%
Amerigon, Inc. (a)	3,200		$ 14,848
Automobiles - 0.2%
Toyota Motor Corp. ADR	2,000		156,380
Distributors - 0.2%
WESCO International, Inc. (a)	5,300		179,087
Hotels, Restaurants & Leisure - 0.8%
McDonald's Corp.	27,300		884,247
Household Durables - 1.1%
Blount International, Inc. (a)	6,300		113,085
Centex Corp.	3,700		226,847
KB Home	3,500		380,275
LG Electronics, Inc.	1,510		103,854
Sony Corp. sponsored ADR	6,000		222,120
Techtronic Industries Co. Ltd.	72,000		161,080
			1,207,261
Leisure Equipment & Products - 0.4%
Eastman Kodak Co.	13,900		459,951
Media - 4.5%
Clear Channel Communications, Inc.	18,400		596,712
Emmis Communications Corp. Class A (a)	8,250		144,953
Grupo Televisa SA de CV sponsored ADR	4,900		288,267
Lamar Advertising Co. Class A (a)	19,000		816,620
News Corp. Class A	5,232		88,944
NTL, Inc. (a)	1,953		132,863
Omnicom Group, Inc.	4,500		382,005
Time Warner, Inc. (a)	19,600		352,800
Univision Communications, Inc. Class A (a)	1,600		43,696
Valassis Communications, Inc. (a)	2,400		81,480
Viacom, Inc. Class B (non-vtg.)	32,341		1,207,613
Walt Disney Co.	30,400		870,352
XM Satellite Radio Holdings, Inc. Class A (a)	2,500		79,775
			5,086,080
Multiline Retail - 0.6%
99 Cents Only Stores (a)(d)	15,000		225,000
JCPenney Co., Inc.	6,200		264,864
Nordstrom, Inc.	4,700		226,775
			716,639
Specialty Retail - 1.5%
Asbury Automotive Group, Inc. (a)	10,000		168,800
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
bebe Stores, Inc.	8,000		$ 207,280
Blockbuster, Inc. Class A (d)	10,000		91,600
Home Depot, Inc.	13,100		540,506
Sonic Automotive, Inc. Class A (sub. vtg.)	7,000		163,520
The Pep Boys - Manny, Moe & Jack	5,700		98,154
Toys 'R' Us, Inc. (a)	19,400		416,130
			1,685,990
TOTAL CONSUMER DISCRETIONARY			10,390,483
CONSUMER STAPLES - 3.5%
Beverages - 0.3%
PepsiCo, Inc.	5,800		311,460
Food & Staples Retailing - 0.4%
Albertsons, Inc.	6,500		148,720
Safeway, Inc. (a)	14,800		278,980
			427,700
Food Products - 0.4%
Bunge Ltd.	3,500		197,890
General Mills, Inc.	4,100		217,259
Smithfield Foods, Inc. (a)	2,900		87,783
			502,932
Household Products - 0.1%
Clorox Co.	2,160		128,347
Personal Products - 0.4%
Gillette Co.	8,320		421,990
Tobacco - 1.9%
Altria Group, Inc.	34,200		2,182,986
TOTAL CONSUMER STAPLES			3,975,415
ENERGY - 12.5%
Energy Equipment & Services - 5.2%
Baker Hughes, Inc.	2,200		95,260
BJ Services Co.	4,300		206,615
ENSCO International, Inc.	6,880		235,502
FMC Technologies, Inc. (a)	10,200		312,426
GlobalSantaFe Corp.	14,500		512,720
Halliburton Co.	26,900		1,106,397
Hornbeck Offshore Services, Inc.	5,600		121,520
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Energy Equipment & Services - continued
National-Oilwell, Inc. (a)	2,700		$ 99,576
Pride International, Inc. (a)	24,300		568,377
Rowan Companies, Inc.	8,000		225,280
Schlumberger Ltd. (NY Shares)	8,400		571,536
Smith International, Inc. (a)	4,400		260,480
Transocean, Inc. (a)	12,500		550,000
Varco International, Inc. (a)	18,140		555,265
Weatherford International Ltd. (a)	8,650		469,436
			5,890,390
Oil & Gas - 7.3%
Apache Corp.	5,520		300,398
BP PLC sponsored ADR	2,800		166,936
Burlington Resources, Inc.	10,400		454,584
Cheniere Energy, Inc. (a)	1,000		74,900
ChevronTexaco Corp.	18,000		979,200
ConocoPhillips	5,600		519,624
Encore Acquisition Co. (a)	3,600		134,280
Exxon Mobil Corp.	79,500		4,102,200
Occidental Petroleum Corp.	7,200		420,336
Premcor, Inc.	4,700		225,600
Quicksilver Resources, Inc. (a)(d)	8,200		364,326
Valero Energy Corp.	7,800		405,834
			8,148,218
TOTAL ENERGY			14,038,608
FINANCIALS - 18.6%
Capital Markets - 3.4%
Bear Stearns Companies, Inc.	5,800		586,148
Lehman Brothers Holdings, Inc.	8,500		775,115
Merrill Lynch & Co., Inc.	24,500		1,471,715
Morgan Stanley	13,200		738,672
optionsXpress Holdings, Inc.	1,000		20,280
State Street Corp.	4,600		206,126
TradeStation Group, Inc. (a)	10,700		65,270
			3,863,326
Commercial Banks - 6.0%
Banco Bradesco SA sponsored ADR (non-vtg.)	16,400		403,440
Bank of America Corp.	77,216		3,580,506
Texas Capital Bancshares, Inc. (a)	4,300		101,953
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
UCBH Holdings, Inc.	4,300		$ 189,501
Wachovia Corp.	37,356		2,048,977
Wells Fargo & Co.	6,600		404,580
			6,728,957
Consumer Finance - 0.4%
Capital One Financial Corp.	3,100		242,668
First Marblehead Corp. (a)	3,200		205,856
			448,524
Diversified Financial Services - 1.5%
Citigroup, Inc.	23,600		1,157,580
J.P. Morgan Chase & Co.	13,652		509,629
			1,667,209
Insurance - 4.9%
ACE Ltd.	13,480		585,032
AFLAC, Inc.	7,800		308,178
AMBAC Financial Group, Inc.	6,600		507,408
American International Group, Inc.	41,600		2,757,664
Hartford Financial Services Group, Inc.	6,400		430,656
Hilb Rogal & Hobbs Co.	5,600		199,136
MetLife, Inc.	4,300		170,925
Scottish Re Group Ltd.	2,900		66,903
Unitrin, Inc.	2,000		85,660
W.R. Berkley Corp.	8,400		400,680
			5,512,242
Real Estate - 0.8%
Apartment Investment & Management Co. Class A	11,810		423,979
Equity Lifestyle Properties, Inc.	1,400		47,992
General Growth Properties, Inc.	8,100		257,337
iStar Financial, Inc.	2,500		104,625
Spirit Finance Corp. (e)	2,000		23,800
			857,733
Thrifts & Mortgage Finance - 1.6%
Fannie Mae	4,140		267,361
Freddie Mac	3,900		254,631
Golden West Financial Corp., Delaware	4,720		305,006
New York Community Bancorp, Inc.	6,100		108,763
Sovereign Bancorp, Inc.	22,200		504,828
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
W Holding Co., Inc.	6,732		$ 87,785
Washington Mutual, Inc.	6,200		250,170
			1,778,544
TOTAL FINANCIALS			20,856,535
HEALTH CARE - 10.2%
Biotechnology - 1.2%
Alexion Pharmaceuticals, Inc. (a)	6,000		148,440
Alkermes, Inc. (a)	5,400		68,418
Amgen, Inc. (a)	3,300		205,392
Biogen Idec, Inc. (a)	3,800		246,848
BioMarin Pharmaceutical, Inc. (a)	22,800		137,940
Genentech, Inc. (a)	2,100		100,191
ImClone Systems, Inc. (a)	1,900		79,705
MedImmune, Inc. (a)	11,200		264,936
Millennium Pharmaceuticals, Inc. (a)	5,400		49,734
			1,301,604
Health Care Equipment & Supplies - 4.1%
Aspect Medical Systems, Inc. (a)	4,000		90,160
Baxter International, Inc.	50,140		1,692,726
Dade Behring Holdings, Inc. (a)	3,800		217,170
Guidant Corp.	3,000		217,470
Medtronic, Inc.	21,500		1,128,535
PerkinElmer, Inc.	10,300		236,797
Thermo Electron Corp. (a)	3,300		98,802
Waters Corp. (a)	19,200		942,336
			4,623,996
Health Care Providers & Services - 1.9%
McKesson Corp.	13,500		465,615
Omnicare, Inc.	3,000		92,250
PacifiCare Health Systems, Inc. (a)	3,400		209,202
Sierra Health Services, Inc. (a)	5,700		313,101
UnitedHealth Group, Inc.	12,100		1,075,690
			2,155,858
Pharmaceuticals - 3.0%
Connetics Corp. (a)	4,500		109,890
Johnson & Johnson	10,360		670,292
Merck & Co., Inc.	16,300		457,215
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	15,700		$ 379,312
Schering-Plough Corp.	49,710		922,618
Wyeth	20,300		804,489
			3,343,816
TOTAL HEALTH CARE			11,425,274
INDUSTRIALS - 19.3%
Aerospace & Defense - 4.6%
Engineered Support Systems, Inc.	1,800		104,418
Hexcel Corp. (a)	8,700		128,151
Honeywell International, Inc.	85,560		3,078,449
Lockheed Martin Corp.	12,720		735,343
Precision Castparts Corp.	4,000		281,200
Raytheon Co.	10,200		381,480
The Boeing Co.	8,200		414,920
			5,123,961
Air Freight & Logistics - 0.1%
Expeditors International of Washington, Inc.	3,300		185,262
Airlines - 0.5%
AirTran Holdings, Inc. (a)	6,200		52,948
Delta Air Lines, Inc. (a)	19,200		103,488
JetBlue Airways Corp. (a)	4,800		94,992
Ryanair Holdings PLC sponsored ADR (a)	1,100		51,513
Southwest Airlines Co.	18,700		270,776
			573,717
Building Products - 1.0%
Masco Corp.	32,300		1,188,640
Commercial Services & Supplies - 2.3%
Apollo Group, Inc. Class A (a)	5,900		461,321
Asset Acceptance Capital Corp.	600		12,288
Career Education Corp. (a)	12,500		503,625
Cintas Corp.	14,116		614,046
On Assignment, Inc. (a)	11,793		64,862
Robert Half International, Inc.	30,530		926,280
			2,582,422
Construction & Engineering - 1.2%
Chicago Bridge & Iron Co. NV (NY Shares)	8,600		325,080
Fluor Corp.	6,900		369,426
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Construction & Engineering - continued
Jacobs Engineering Group, Inc. (a)	6,900		$ 350,451
MasTec, Inc. (a)	33,600		298,704
			1,343,661
Electrical Equipment - 0.2%
ABB Ltd. sponsored ADR (a)	15,000		82,650
Rockwell Automation, Inc.	2,000		113,300
			195,950
Industrial Conglomerates - 7.9%
General Electric Co.	184,950		6,682,244
Siemens AG sponsored ADR	2,000		158,820
Tyco International Ltd.	55,940		2,021,672
			8,862,736
Machinery - 0.4%
CUNO, Inc. (a)	2,000		114,860
ITT Industries, Inc.	3,000		255,870
Timken Co.	3,500		90,160
			460,890
Marine - 0.1%
Alexander & Baldwin, Inc.	1,600		73,600
Road & Rail - 0.9%
Norfolk Southern Corp.	14,700		513,324
Swift Transportation Co., Inc. (a)	12,300		274,290
Union Pacific Corp.	4,200		250,320
			1,037,934
Trading Companies & Distributors - 0.1%
UAP Holding Corp.	5,200		78,000
TOTAL INDUSTRIALS			21,706,773
INFORMATION TECHNOLOGY - 7.8%
Communications Equipment - 1.2%
Cisco Systems, Inc. (a)	5,300		95,612
Comverse Technology, Inc. (a)	13,700		306,195
Foundry Networks, Inc. (a)	18,000		185,040
Juniper Networks, Inc. (a)	16,500		414,645
Motorola, Inc.	6,300		99,162
QUALCOMM, Inc.	6,100		227,164
			1,327,818
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - 0.8%
International Business Machines Corp.	4,220		$ 394,232
Sun Microsystems, Inc. (a)	17,400		75,864
Western Digital Corp. (a)	37,200		400,644
			870,740
Electronic Equipment & Instruments - 0.8%
Amphenol Corp. Class A	5,600		220,248
BEI Technologies, Inc.	3,300		93,027
Molex, Inc.	5,000		143,600
Solectron Corp. (a)	6,300		31,311
Symbol Technologies, Inc.	25,000		457,500
			945,686
Internet Software & Services - 0.1%
Akamai Technologies, Inc. (a)	8,200		107,420
IT Services - 0.6%
Affiliated Computer Services, Inc. Class A (a)	9,500		514,805
BearingPoint, Inc. (a)	12,900		101,781
Sapient Corp. (a)	8,600		67,768
			684,354
Office Electronics - 0.4%
Xerox Corp. (a)	25,000		397,000
Semiconductors & Semiconductor Equipment - 1.6%
Analog Devices, Inc.	5,400		193,806
Applied Materials, Inc. (a)	8,900		141,510
Cabot Microelectronics Corp. (a)	9,800		298,214
Freescale Semiconductor, Inc. Class A	20,700		353,970
Intel Corp.	16,500		370,425
Lam Research Corp. (a)	5,261		140,784
PMC-Sierra, Inc. (a)	8,900		91,492
Samsung Electronics Co. Ltd.	440		212,177
			1,802,378
Software - 2.3%
BEA Systems, Inc. (a)	27,659		235,655
Macrovision Corp. (a)	1,800		41,994
Microsoft Corp.	62,760		1,649,333
Oracle Corp. (a)	20,400		280,908
Symantec Corp. (a)	16,400		382,940
			2,590,830
TOTAL INFORMATION TECHNOLOGY			8,726,226
Common Stocks - continued
	Shares		Value (Note 1)
MATERIALS - 8.8%
Chemicals - 5.5%
Albemarle Corp.	3,600		$ 126,396
Celanese Corp. Class A	5,400		87,102
Dow Chemical Co.	24,600		1,222,620
E.I. du Pont de Nemours & Co.	38,200		1,816,792
Lubrizol Corp.	3,500		126,105
Lyondell Chemical Co.	52,918		1,556,848
Monsanto Co.	11,800		638,734
Mosaic Co. (a)	7,700		127,050
Nalco Holding Co.	10,000		193,500
Olin Corp.	10,156		226,174
Valspar Corp.	2,000		98,000
			6,219,321
Construction Materials - 0.1%
Vulcan Materials Co.	2,000		112,960
Containers & Packaging - 1.4%
Crown Holdings, Inc. (a)	7,000		94,430
Owens-Illinois, Inc. (a)	18,300		415,776
Packaging Corp. of America	18,500		412,735
Smurfit-Stone Container Corp. (a)	41,700		627,168
			1,550,109
Metals & Mining - 1.6%
Alcoa, Inc.	15,300		451,503
Allegheny Technologies, Inc.	7,000		168,000
Freeport-McMoRan Copper & Gold, Inc. Class B	3,900		143,559
Industrias Penoles SA de CV	20,000		104,899
International Steel Group, Inc. (a)	2,500		100,625
Massey Energy Co.	4,200		159,306
Metals USA, Inc. (a)	600		10,734
Newmont Mining Corp.	6,300		262,017
Nucor Corp.	3,720		208,915
Phelps Dodge Corp.	1,700		163,710
			1,773,268
Paper & Forest Products - 0.2%
Louisiana-Pacific Corp.	3,700		94,720
Wausau-Mosinee Paper Corp.	5,000		74,100
			168,820
TOTAL MATERIALS			9,824,478
Common Stocks - continued
	Shares		Value (Note 1)
TELECOMMUNICATION SERVICES - 4.0%
Diversified Telecommunication Services - 2.6%
Covad Communications Group, Inc. (a)	202,200		$ 341,718
SBC Communications, Inc.	61,200		1,454,112
Telewest Global, Inc. (a)	17,000		286,450
Verizon Communications, Inc.	24,600		875,514
			2,957,794
Wireless Telecommunication Services - 1.4%
American Tower Corp. Class A (a)	20,500		371,460
Leap Wireless International, Inc. (a)	3,200		87,200
Mobile TeleSystems OJSC sponsored ADR (d)	3,600		129,528
Nextel Communications, Inc. Class A (a)	11,300		324,197
Nextel Partners, Inc. Class A (a)	15,300		304,317
SpectraSite, Inc. (a)	2,700		158,220
Vimpel Communications sponsored ADR (a)	4,000		144,800
			1,519,722
TOTAL TELECOMMUNICATION SERVICES			4,477,516
UTILITIES - 1.9%
Electric Utilities - 1.3%
Entergy Corp.	7,600		528,352
PG&E Corp. (a)	13,000		455,000
PPL Corp.	5,700		307,800
Southern Co.	2,660		89,828
TXU Corp.	1,400		96,880
			1,477,860
Multi-Utilities & Unregulated Power - 0.6%
AES Corp. (a)	17,600		247,280
CMS Energy Corp. (a)	33,000		347,490
Public Service Enterprise Group, Inc.	1,500		79,125
			673,895
TOTAL UTILITIES			2,151,755
TOTAL COMMON STOCKS (Cost $94,329,842)		107,573,063
Money Market Funds - 4.3%
	Shares		Value (Note 1)
Fidelity Cash Central Fund, 2.31% (b)	4,034,789		$ 4,034,789
Fidelity Securities Lending Cash Central Fund, 2.29% (b)(c)	733,700		733,700
TOTAL MONEY MARKET FUNDS (Cost $4,768,489)		4,768,489
TOTAL INVESTMENT PORTFOLIO - 100.2% (Cost $99,098,331)			112,341,552
NET OTHER ASSETS - (0.2)%			(228,398)
NET ASSETS - 100%		$ 112,113,154

Legend

(a) Non-income producing

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

(e) 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 $23,800 or 0.0% of net assets.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

January 31, 2005 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $728,432) (cost $99,098,331) - See accompanying schedule		$ 112,341,552
Receivable for investments sold		806,800
Receivable for fund shares sold		703,954
Dividends receivable		76,528
Interest receivable		7,252
Prepaid expenses		243
Other receivables		13,479
Total assets		113,949,808

Liabilities
Payable to custodian bank	$ 24,660
Payable for investments purchased	845,905
Payable for fund shares redeemed	132,854
Accrued management fee	48,861
Other affiliated payables	30,090
Other payables and accrued expenses	20,584
Collateral on securities loaned, at value	733,700
Total liabilities		1,836,654

Net Assets		$ 112,113,154
Net Assets consist of:
Paid in capital		$ 98,888,461
Distributions in excess of net investment income		(15,987)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(2,597)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		13,243,277
Net Assets, for 9,025,616 shares outstanding		$ 112,113,154
Net Asset Value, offering price and redemption price per share ($112,113,154 ÷ 9,025,616 shares)		$ 12.42

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended January 31, 2005 (Unaudited)

Investment Income
Dividends		$ 697,792
Special Dividends		153,780
Interest		25,078
Security lending		1,820
Total income		878,470

Expenses
Management fee Basic fee	$ 249,154
Performance adjustment	(16,810)
Transfer agent fees	134,778
Accounting and security lending fees	16,756
Non-interested trustees' compensation	232
Custodian fees and expenses	16,937
Registration fees	10,780
Audit	16,503
Legal	342
Miscellaneous	1,413
Total expenses before reductions	430,085
Expense reductions	(19,006)	411,079
Net investment income (loss)		467,391
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	381,960
Foreign currency transactions	(219)
Total net realized gain (loss)		381,741
Change in net unrealized appreciation (depreciation) on: Investment securities	8,676,957
Assets and liabilities in foreign currencies	67
Total change in net unrealized appreciation (depreciation)		8,677,024
Net gain (loss)		9,058,765
Net increase (decrease) in net assets resulting from operations		$ 9,526,156

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2005 (Unaudited)	Year ended July 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 467,391	$ 253,479
Net realized gain (loss)	381,741	342,318
Change in net unrealized appreciation (depreciation)	8,677,024	4,732,030
Net increase (decrease) in net assets resulting from operations	9,526,156	5,327,827
Distributions to shareholders from net investment income	(665,945)	(70,717)
Distributions to shareholders from net realized gain	(480,889)	(168,054)
Total distributions	(1,146,834)	(238,771)
Share transactions Proceeds from sales of shares	60,479,485	73,889,048
Reinvestment of distributions	1,111,320	232,131
Cost of shares redeemed	(26,397,781)	(29,251,784)
Net increase (decrease) in net assets resulting from share transactions	35,193,024	44,869,395
Total increase (decrease) in net assets	43,572,346	49,958,451

Net Assets
Beginning of period	68,540,808	18,582,357
End of period (including distributions in excess of net investment income of $15,987 and undistributed net investment income of $189,382, respectively)	$ 112,113,154	$ 68,540,808
Other Information Shares
Sold	5,088,440	6,816,269
Issued in reinvestment of distributions	95,054	21,396
Redeemed	(2,254,026)	(2,650,499)
Net increase (decrease)	2,929,468	4,187,166

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

Semiannual Report

Financial Highlights

	Six months ended January 31, 2005	Years ended July 31,
	(Unaudited)	2004	2003 ^E
Selected Per-Share Data
Net asset value, beginning of period	$ 11.24	$ 9.73	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.06 ^H	.05	- ^G
Net realized and unrealized gain (loss)	1.29	1.52	(.27)
Total from investment operations	1.35	1.57	(.27)
Distributions from net investment income	(.09)	(.02)	-
Distributions from net realized gain	(.08)	(.04)	-
Total distributions	(.17)	(.06)	-
Net asset value, end of period	$ 12.42	$ 11.24	$ 9.73
Total Return ^B, ^C	12.07%	16.16%	(2.70)%
Ratios to Average Net Assets ^F
Expenses before expense reductions	.99% ^A	1.17%	3.37% ^A
Expenses net of voluntary waivers, if any	.99% ^A	1.17%	1.50% ^A
Expenses net of all reductions	.95% ^A	1.13%	1.50% ^A
Net investment income (loss)	1.08% ^{A, H}	.50%	.41% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 112,113	$ 68,541	$ 18,582
Portfolio turnover rate	88% ^A	111%	84% ^A

^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 For the period June 17, 2003 (commencement of operations) to July 31, 2003.

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

^G Amount represents less than $.01 per share.

^H Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been .72%.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

1. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Large, non-recurring dividends recognized by the fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation	$ 14,517,365
Unrealized depreciation	(1,583,451)
Net unrealized appreciation (depreciation)	$ 12,933,914
Cost for federal income tax purposes	$ 99,407,638

Semiannual Report

2. Operating Policies.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $67,503,544 and $37,485,405, respectively.

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 .27% 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 .54% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Security Lending.

Semiannual Report

6. Security Lending - continued

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.

8. Other Information.

Semiannual Report

Managing Your Investments

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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.

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Semiannual Report

To Write Fidelity

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Semiannual Report

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For directions and hours,
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Arizona

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Maine

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Maryland

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Michigan

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Semiannual Report

New Jersey

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56 South Street
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396 Route 17, North
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3518 Route 1 North
Princeton, NJ

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Utah

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Virginia

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Washington

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Washington, DC

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Wisconsin

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Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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(Far East) Inc.

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(U.K.) Inc.

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Servicing Agent

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Custodian

Brown Brothers Harriman & Co.
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Fidelity®

Growth & Income

Portfolio

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Changes	5	A summary of major shifts in the fund's investments over the past six months.
Investments	6	A complete list of the fund's investments with their market values.
Financial Statements	16	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	20	Notes to the financial statements.

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

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

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NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2004 to January 31, 2005).

Actual Expenses

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

	Beginning Account Value August 1, 2004	Ending Account Value January 31, 2005	Expenses Paid During Period* August 1, 2004 to January 31, 2005
Actual	$ 1,000.00	$ 1,073.90	$ 3.61
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,021.73	$ 3.52

*Expenses are equal to the Fund's annualized expense ratio of .69%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
General Electric Co.	4.0	3.9
SLM Corp.	4.0	3.4
Exxon Mobil Corp.	3.6	3.7
Microsoft Corp.	3.2	4.0
Verizon Communications, Inc.	2.6	2.8
UnitedHealth Group, Inc.	2.4	1.8
SBC Communications, Inc.	2.3	2.7
Pfizer, Inc.	2.2	3.7
Wal-Mart Stores, Inc.	2.1	2.4
American International Group, Inc.	2.1	2.2
	28.5
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	20.0	20.2
Health Care	13.6	14.6
Consumer Staples	12.4	12.7
Industrials	12.0	11.6
Consumer Discretionary	10.6	9.9

Asset Allocation (% of fund's net assets)
As of January 31, 2005*			As of July 31, 2004**
	Stocks 94.9%			Stocks 96.0%
	Convertible Securities 0.6%			Convertible Securities 0.8%
	Short-Term Investments and Net Other Assets 4.5%			Short-Term Investments and Net Other Assets 3.2%
* Foreign investments		4.6%	** Foreign investments		5.6%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.8%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 10.6%
Automobiles - 0.2%
Harley-Davidson, Inc.	836,200		$ 50,264
Hotels, Restaurants & Leisure - 2.8%
Carnival Corp. unit	2,606,900		150,157
Harrah's Entertainment, Inc. (d)	1,986,700		125,639
Marriott International, Inc. Class A	2,930,700		185,162
McDonald's Corp.	6,369,700		206,315
MGM MIRAGE (a)	1,726,728		123,996
Starbucks Corp. (a)	1,441,206		77,825
			869,094
Household Durables - 0.0%
D.R. Horton, Inc.	196,800		7,829
Media - 5.0%
Arbitron, Inc. (a)	492,700		20,151
Clear Channel Communications, Inc.	1,191,700		38,647
Comcast Corp. Class A (special) (a)	2,274,298		71,891
E.W. Scripps Co. Class A	744,600		34,520
EchoStar Communications Corp. Class A	6,366,445		194,240
Gannett Co., Inc.	1,503,800		120,364
News Corp. Class B	6,790,900		119,384
Omnicom Group, Inc.	5,175,700		439,365
Time Warner, Inc. (a)	5,069,146		91,245
Tribune Co.	851,400		34,039
Univision Communications, Inc. Class A (a)	2,707,900		73,953
Viacom, Inc. Class B (non-vtg.)	4,003,047		149,474
Walt Disney Co.	6,603,800		189,067
			1,576,340
Multiline Retail - 0.4%
Kohl's Corp. (a)	1,147,600		53,949
Target Corp.	1,524,800		77,414
			131,363
Specialty Retail - 1.9%
Home Depot, Inc.	11,371,450		469,186
Staples, Inc.	3,886,100		127,231
			596,417
Textiles, Apparel & Luxury Goods - 0.3%
NIKE, Inc. Class B	885,900		76,746
TOTAL CONSUMER DISCRETIONARY			3,308,053
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - 12.4%
Beverages - 1.9%
Anheuser-Busch Companies, Inc.	1,102,700		$ 54,231
PepsiCo, Inc.	5,630,507		302,358
The Coca-Cola Co.	5,397,600		223,946
			580,535
Food & Staples Retailing - 4.3%
Costco Wholesale Corp.	582,000		27,511
Safeway, Inc. (a)	3,345,030		63,054
Sysco Corp.	5,913,600		206,799
Wal-Mart Stores, Inc.	12,657,300		663,243
Walgreen Co.	8,535,000		363,676
Whole Foods Market, Inc.	221,120		19,773
			1,344,056
Food Products - 0.4%
General Mills, Inc.	39,100		2,072
Kellogg Co.	1,451,500		64,795
McCormick & Co., Inc. (non-vtg.)	1,768,600		65,739
			132,606
Household Products - 2.4%
Colgate-Palmolive Co.	3,355,600		176,303
Kimberly-Clark Corp.	2,711,400		177,624
Procter & Gamble Co.	7,303,482		388,764
			742,691
Personal Products - 1.2%
Avon Products, Inc.	1,086,500		45,872
Gillette Co.	6,831,200		346,478
			392,350
Tobacco - 2.2%
Altria Group, Inc.	9,897,100		631,732
UST, Inc.	975,000		49,394
			681,126
TOTAL CONSUMER STAPLES			3,873,364
ENERGY - 6.3%
Energy Equipment & Services - 0.3%
Halliburton Co.	473,000		19,454
Schlumberger Ltd. (NY Shares)	983,500		66,917
			86,371
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Oil & Gas - 6.0%
Apache Corp.	1,585,420		$ 86,279
BP PLC sponsored ADR	5,706,000		340,192
ChevronTexaco Corp.	5,588,820		304,032
Exxon Mobil Corp.	22,142,594		1,142,558
			1,873,061
TOTAL ENERGY			1,959,432
FINANCIALS - 19.9%
Capital Markets - 2.6%
Bank of New York Co., Inc.	1,427,100		42,399
Goldman Sachs Group, Inc.	1,455,780		157,006
Merrill Lynch & Co., Inc.	4,805,300		288,654
Morgan Stanley	4,972,900		278,283
Northern Trust Corp.	989,100		43,164
			809,506
Commercial Banks - 3.9%
Bank of America Corp.	11,987,738		555,871
Wachovia Corp.	3,124,213		171,363
Wells Fargo & Co.	7,887,400		483,498
			1,210,732
Consumer Finance - 5.0%
American Express Co.	4,511,490		240,688
Capital One Financial Corp.	1,008,340		78,933
SLM Corp. (e)	25,048,630		1,257,191
			1,576,812
Diversified Financial Services - 2.3%
Citigroup, Inc.	12,323,438		604,465
J.P. Morgan Chase & Co.	3,641,592		135,941
			740,406
Insurance - 2.9%
AFLAC, Inc.	2,352,800		92,959
Allstate Corp.	160,400		8,091
American International Group, Inc.	9,611,610		637,154
MBIA, Inc.	2,738,100		163,574
			901,778
Real Estate - 1.3%
Apartment Investment & Management Co. Class A	989,100		35,509
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Real Estate - continued
Equity Lifestyle Properties, Inc. (e)	1,466,000		$ 50,254
Equity Office Properties Trust	2,995,790		83,822
Equity Residential (SBI)	5,129,870		161,796
Simon Property Group, Inc.	625,400		37,086
Vornado Realty Trust	575,700		39,804
			408,271
Thrifts & Mortgage Finance - 1.9%
Fannie Mae	6,078,120		392,525
Freddie Mac	1,170,000		76,389
Golden West Financial Corp., Delaware	1,788,200		115,553
			584,467
TOTAL FINANCIALS			6,231,972
HEALTH CARE - 13.6%
Biotechnology - 0.6%
Amgen, Inc. (a)	757,200		47,128
Biogen Idec, Inc. (a)	1,649,002		107,119
Protein Design Labs, Inc. (a)	1,200,000		24,204
			178,451
Health Care Equipment & Supplies - 2.9%
Alcon, Inc.	2,151,750		170,419
Baxter International, Inc.	1,193,600		40,296
Becton, Dickinson & Co.	2,105,320		119,266
Boston Scientific Corp. (a)	2,281,340		75,421
C.R. Bard, Inc.	1,605,320		108,841
Medtronic, Inc.	3,993,390		209,613
St. Jude Medical, Inc. (a)	2,678,640		105,217
Stryker Corp.	875,200		43,007
Zimmer Holdings, Inc. (a)	459,733		36,250
			908,330
Health Care Providers & Services - 3.1%
Aetna, Inc.	418,160		53,127
IMS Health, Inc.	7,444,919		174,062
UnitedHealth Group, Inc.	8,437,700		750,112
			977,301
Pharmaceuticals - 7.0%
Abbott Laboratories	5,313,300		239,205
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Allergan, Inc.	955,100		$ 72,540
Altana AG sponsored ADR (d)	590,300		34,680
AstraZeneca PLC sponsored ADR	253,800		9,543
Elan Corp. PLC sponsored ADR (a)	1,378,800		37,131
Eli Lilly & Co.	1,263,402		68,527
GlaxoSmithKline PLC sponsored ADR	1,673,030		74,567
Johnson & Johnson	7,108,600		459,926
Merck & Co., Inc.	1,629,500		45,707
Novartis AG sponsored ADR	3,419,850		163,742
Novo Nordisk AS ADR	639,500		34,181
Pfizer, Inc.	28,518,869		689,016
Roche Holding AG (participation certificate)	1,155,800		123,070
Sepracor, Inc. (a)	275,400		15,747
Wyeth	3,336,700		132,233
			2,199,815
TOTAL HEALTH CARE			4,263,897
INDUSTRIALS - 12.0%
Aerospace & Defense - 2.8%
Honeywell International, Inc.	3,826,200		137,667
Lockheed Martin Corp.	3,489,700		201,740
Northrop Grumman Corp.	1,934,545		100,364
Raytheon Co.	2,182,800		81,637
The Boeing Co.	3,123,000		158,024
United Technologies Corp.	1,891,100		190,396
			869,828
Air Freight & Logistics - 0.5%
United Parcel Service, Inc. Class B	2,011,683		150,232
Airlines - 0.6%
Southwest Airlines Co.	12,696,293		183,842
Commercial Services & Supplies - 1.1%
Apollo Group, Inc. Class A (a)	1,524,800		119,224
Aramark Corp. Class B	446,800		11,612
Cendant Corp.	735,000		17,309
Cintas Corp.	1,752,327		76,226
Waste Management, Inc.	4,031,500		116,914
			341,285
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Electrical Equipment - 0.2%
Emerson Electric Co.	1,183,400		$ 79,572
Industrial Conglomerates - 6.0%
3M Co.	2,165,780		182,705
General Electric Co.	34,802,200		1,257,404
Siemens AG sponsored ADR	1,155,860		91,787
Tyco International Ltd.	9,672,350		349,559
			1,881,455
Machinery - 0.6%
Caterpillar, Inc.	346,620		30,884
Dover Corp.	859,300		32,911
Eaton Corp.	393,500		26,754
Illinois Tool Works, Inc.	746,800		64,957
Ingersoll-Rand Co. Ltd. Class A	354,800		26,390
			181,896
Road & Rail - 0.2%
Burlington Northern Santa Fe Corp.	1,313,200		63,270
TOTAL INDUSTRIALS			3,751,380
INFORMATION TECHNOLOGY - 10.1%
Communications Equipment - 1.1%
Cisco Systems, Inc. (a)	17,360,400		313,182
QUALCOMM, Inc.	989,100		36,834
			350,016
Computers & Peripherals - 3.0%
Dell, Inc. (a)	8,859,200		369,960
EMC Corp. (a)	6,152,700		80,600
International Business Machines Corp.	4,478,700		418,400
Lexmark International, Inc. Class A (a)	911,670		75,988
			944,948
Electronic Equipment & Instruments - 0.2%
Flextronics International Ltd. (a)	4,430,500		62,692
Internet Software & Services - 0.3%
Yahoo!, Inc. (a)	2,581,670		90,901
IT Services - 0.8%
Accenture Ltd. Class A (a)	520,400		13,556
Automatic Data Processing, Inc.	1,759,900		76,520
DST Systems, Inc. (a)	973,600		47,200
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
First Data Corp.	1,169,765		$ 47,656
Paychex, Inc.	1,457,000		44,424
			229,356
Office Electronics - 0.1%
Xerox Corp. (a)	1,672,500		26,559
Semiconductors & Semiconductor Equipment - 1.0%
Analog Devices, Inc.	616,500		22,126
Intel Corp.	11,644,000		261,408
Teradyne, Inc. (a)	2,235,000		31,357
			314,891
Software - 3.6%
Microsoft Corp.	38,065,600		1,000,364
Oracle Corp. (a)	7,000,872		96,402
Symantec Corp. (a)	491,800		11,484
VERITAS Software Corp. (a)	491,800		12,649
			1,120,899
TOTAL INFORMATION TECHNOLOGY			3,140,262
MATERIALS - 2.0%
Chemicals - 1.7%
BASF AG sponsored ADR	565,600		38,806
Dow Chemical Co.	2,367,870		117,683
E.I. du Pont de Nemours & Co.	741,400		35,261
Monsanto Co.	2,027,400		109,743
Praxair, Inc.	5,115,100		220,717
			522,210
Metals & Mining - 0.1%
Alcoa, Inc.	684,300		20,194
Paper & Forest Products - 0.2%
International Paper Co.	2,044,700		80,050
TOTAL MATERIALS			622,454
TELECOMMUNICATION SERVICES - 6.9%
Diversified Telecommunication Services - 6.6%
ALLTEL Corp.	1,659,150		91,320
BellSouth Corp.	16,624,700		436,232
Common Stocks - continued
	Shares		Value (Note 1) (000s)
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
SBC Communications, Inc.	30,749,200		$ 730,601
Verizon Communications, Inc.	22,536,240		802,065
			2,060,218
Wireless Telecommunication Services - 0.3%
Crown Castle International Corp. (a)	1,475,700		24,201
Vodafone Group PLC sponsored ADR	3,053,000		79,317
			103,518
TOTAL TELECOMMUNICATION SERVICES			2,163,736
UTILITIES - 1.0%
Electric Utilities - 1.0%
Entergy Corp.	2,224,000		154,612
Exelon Corp.	1,585,750		70,169
Southern Co.	2,259,000		76,286
			301,067
TOTAL COMMON STOCKS (Cost $18,815,770)		29,615,617
Preferred Stocks - 0.7%

Convertible Preferred Stocks - 0.6%
UTILITIES - 0.6%
Electric Utilities - 0.5%
FPL Group, Inc.:
8.00%	83,100		5,094
8.50%	2,242,600		140,252
			145,346
Gas Utilities - 0.1%
KeySpan Corp. 8.75% MEDS	615,600		32,307
TOTAL UTILITIES			177,653
Preferred Stocks - continued
	Shares		Value (Note 1) (000s)
Nonconvertible Preferred Stocks - 0.1%
FINANCIALS - 0.1%
Thrifts & Mortgage Finance - 0.1%
Fannie Mae 7.00%	656,400		$ 37,251
TOTAL PREFERRED STOCKS (Cost $189,170)		214,904
Money Market Funds - 4.6%

Fidelity Cash Central Fund, 2.31% (b)	1,438,048,139		1,438,048
Fidelity Securities Lending Cash Central Fund, 2.29% (b)(c)	4,489,500		4,490
TOTAL MONEY MARKET FUNDS (Cost $1,442,538)		1,442,538
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $20,447,478)			31,273,059
NET OTHER ASSETS - (0.1)%			(16,132)
NET ASSETS - 100%		$ 31,256,927

Security Type Abbreviations
MEDS	-	Mandatorily Exchangeable Debt Securities

Legend

(a) Non-income producing

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

(e) Affiliated company

Other Information

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Equity Lifestyle Properties, Inc. (formerly Manufactured Home Communities, Inc.)	$ 46,458	$ -	$ -	$ 4	$ 50,254
SLM Corp.	1,024,258	26,601	122,708	10,064	1,257,191
TOTALS	$ 1,070,716	$ 26,601	$ 122,708	$ 10,068	$ 1,307,445

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, 2005 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $4,450) (cost $20,447,478) - See accompanying schedule		$ 31,273,059
Receivable for investments sold		101,805
Receivable for fund shares sold		27,587
Dividends receivable		35,856
Interest receivable		2,597
Prepaid expenses		106
Other affiliated receivables		172
Other receivables		1,099
Total assets		31,442,281

Liabilities
Payable for investments purchased	$ 130,027
Payable for fund shares redeemed	32,056
Accrued management fee	12,347
Other affiliated payables	6,225
Other payables and accrued expenses	209
Collateral on securities loaned, at value	4,490
Total liabilities		185,354

Net Assets		$ 31,256,927
Net Assets consist of:
Paid in capital		$ 20,172,500
Undistributed net investment income		25,441
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		233,405
Net unrealized appreciation (depreciation) on investments		10,825,581
Net Assets, for 836,748 shares outstanding		$ 31,256,927
Net Asset Value, offering price and redemption price per share ($31,256,927 ÷ 836,748 shares)		$ 37.36

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended January 31, 2005 (Unaudited)

Investment Income
Dividends (including $10,068 received from affiliated issuers)		$ 278,471
Special Dividends		110,357
Interest		13,411
Security lending		161
Total income		402,400

Expenses
Management fee	$ 72,832
Transfer agent fees	31,780
Accounting and security lending fees	973
Non-interested trustees' compensation	89
Appreciation in deferred trustee compensation account	34
Custodian fees and expenses	162
Registration fees	52
Audit	105
Legal	38
Miscellaneous	88
Total expenses before reductions	106,153
Expense reductions	(1,358)	104,795
Net investment income (loss)		297,605
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities (Including realized gain (loss) of $62,046 from affiliated issuers)	459,996
Foreign currency transactions	(77)
Total net realized gain (loss)		459,919
Change in net unrealized appreciation (depreciation) on investment securities		1,423,214
Net gain (loss)		1,883,133
Net increase (decrease) in net assets resulting from operations		$ 2,180,738

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2005 (Unaudited)	Year ended July 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 297,605	$ 338,806
Net realized gain (loss)	459,919	1,042,653
Change in net unrealized appreciation (depreciation)	1,423,214	1,223,009
Net increase (decrease) in net assets resulting from operations	2,180,738	2,604,468
Distributions to shareholders from net investment income	(308,248)	(349,784)
Distributions to shareholders from net realized gain	(283,191)	-
Total distributions	(591,439)	(349,784)
Share transactions Proceeds from sales of shares	1,690,232	3,793,282
Reinvestment of distributions	575,264	338,999
Cost of shares redeemed	(2,373,628)	(4,874,618)
Net increase (decrease) in net assets resulting from share transactions	(108,132)	(742,337)
Total increase (decrease) in net assets	1,481,167	1,512,347

Net Assets
Beginning of period	29,775,760	28,263,413
End of period (including undistributed net investment income of $25,441 and undistributed net investment income of $36,084, respectively)	$ 31,256,927	$ 29,775,760
Other Information Shares
Sold	45,922	108,237
Issued in reinvestment of distributions	15,515	9,611
Redeemed	(64,425)	(138,812)
Net increase (decrease)	(2,988)	(20,964)

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

Semiannual Report

Financial Highlights

	Six months ended January 31, 2005	Years ended July 31,
	(Unaudited)	2004	2003	2002	2001	2000
Selected Per-Share Data
Net asset value, beginning of period	$ 35.46	$ 32.84	$ 31.61	$ 39.10	$ 46.83	$ 47.27
Income from Investment Operations
Net investment income (loss)^D	.36^E	.40	.40	.34	.39	.38
Net realized and unrealized gain (loss)	2.25	2.63	1.20	(7.12)	(3.83)	2.47
Total from investment operations	2.61	3.03	1.60	(6.78)	(3.44)	2.85
Distributions from net investment income	(.37)	(.41)	(.37)	(.33)	(.38)	(.39)
Distributions from net realized gain	(.34)	-	-	(.38)	(3.91)	(2.90)
Total distributions	(.71)	(.41)	(.37)	(.71)	(4.29)	(3.29)
Net asset value, end of period	$ 37.36	$ 35.46	$ 32.84	$ 31.61	$ 39.10	$ 46.83
Total Return^B,C	7.39%	9.24%	5.15%	(17.56)%	(8.25)%	6.34%
Ratios to Average Net Assets^F
Expenses before expense reductions	.69%^A	.70%	.73%	.69%	.68%	.67%
Expenses net of voluntary waivers, if any	.69%^A	.70%	.73%	.69%	.68%	.67%
Expenses net of all reductions	.68%^A	.69%	.71%	.68%	.66%	.66%
Net investment income (loss)	1.94%^{A, E}	1.13%	1.29%	.94%	.94%	.82%
Supplemental Data
Net assets, end of period (in millions)	$ 31,257	$ 29,776	$ 28,263	$ 27,849	$ 36,099	$ 41,440
Portfolio turnover rate	21%^A	30%	33%	36%	46%	41%

^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 Investment income per share reflects a special dividend which amounted to $.13 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 1.22%.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (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:

Semiannual Report

1. Significant Accounting Policies - continued

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures transactions, foreign currency transactions, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation	$ 11,287,178
Unrealized depreciation	(486,519)
Net unrealized appreciation (depreciation)	$ 10,800,659
Cost for federal income tax purposes	$ 20,472,400

2. Operating Policies.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $3,123,249 and $3,997,538, respectively.

4. Fees and Other Transactions with Affiliates.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Security Lending.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

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 $1,335 for the period. In addition, through arrangements with the fund's custodian and 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 custody and transfer agent expenses by $1 and $22, respectively.

8. Other.

Semiannual Report

Managing Your Investments

By Phone

(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

Semiannual Report

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Nevada

2225 Village Walk Drive
Henderson, NV

Semiannual Report

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Semiannual Report

To Write Fidelity

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

(letter_graphic)Making Changes
To Your Account

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

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

(letter_graphic)For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(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

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-0305
1.789285.101

Fidelity®

Blue Chip Growth

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Changes	5	A summary of major shifts in the fund's investments over the past six months.
Investments	6	A complete list of the fund's investments with their market values.
Financial Statements	15	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	19	Notes to the financial statements.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2004 to January 31, 2005).

Actual Expenses

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

	Beginning Account Value August 1, 2004	Ending Account Value January 31, 2005	Expenses Paid During Period* August 1, 2004 to January 31, 2005
Actual	$ 1,000.00	$ 1,058.90	$ 3.43
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,021.88	$ 3.36

* Expenses are equal to the Fund's annualized expense ratio of .66%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	4.3	4.8
General Electric Co.	4.0	3.8
Johnson & Johnson	2.7	2.3
Pfizer, Inc.	2.4	3.7
Intel Corp.	2.3	2.4
American International Group, Inc.	2.2	2.4
Wal-Mart Stores, Inc.	2.0	1.9
Dell, Inc.	2.0	1.7
Procter & Gamble Co.	1.9	1.9
Cisco Systems, Inc.	1.8	2.4
	25.6
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	23.5	23.8
Health Care	19.7	20.3
Financials	13.9	13.4
Industrials	12.1	11.4
Consumer Staples	11.0	11.7

Asset Allocation (% of fund's net assets)
As of January 31, 2005*			As of July 31, 2004**
	Stocks 99.4%			Stocks 97.9%
	Short-Term Investments and Net Other Assets 0.6%			Short-Term Investments and Net Other Assets 2.1%
* Foreign investments		4.6%	** Foreign investments		4.3%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 10.8%
Hotels, Restaurants & Leisure - 2.0%
Brinker International, Inc. (a)	2,185,700		$ 82,204
Carnival Corp. unit	2,617,000		150,739
McDonald's Corp.	4,470,000		144,783
Royal Caribbean Cruises Ltd.	1,399,800		74,189
			451,915
Household Durables - 0.1%
Leggett & Platt, Inc.	960,800		27,383
Internet & Catalog Retail - 0.8%
Amazon.com, Inc. (a)	1,187,900		51,341
eBay, Inc. (a)	1,471,100		119,895
			171,236
Media - 3.9%
Clear Channel Communications, Inc.	1,377,500		44,672
EchoStar Communications Corp. Class A	1,538,934		46,953
Fox Entertainment Group, Inc. Class A (a)	1,810,900		60,937
News Corp. Class B (d)	5,088,800		89,461
Omnicom Group, Inc.	1,675,500		142,233
Time Warner, Inc. (a)	4,777,332		85,992
Tribune Co.	929,000		37,141
Univision Communications, Inc. Class A (a)	3,401,100		92,884
Viacom, Inc. Class B (non-vtg.)	1,380,596		51,551
Walt Disney Co.	6,413,100		183,607
XM Satellite Radio Holdings, Inc. Class A (a)	1,795,300		57,288
			892,719
Multiline Retail - 0.4%
Kohl's Corp. (a)	865,300		40,678
Target Corp.	994,200		50,476
			91,154
Specialty Retail - 2.9%
Home Depot, Inc.	9,738,400		401,806
Lowe's Companies, Inc.	1,627,600		92,757
Ross Stores, Inc.	1,959,000		56,067
Staples, Inc.	3,450,800		112,979
			663,609
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 0.7%
Liz Claiborne, Inc.	1,084,600		$ 45,488
NIKE, Inc. Class B	1,423,200		123,292
			168,780
TOTAL CONSUMER DISCRETIONARY			2,466,796
CONSUMER STAPLES - 11.0%
Beverages - 1.9%
PepsiCo, Inc.	6,609,662		354,939
The Coca-Cola Co.	2,041,200		84,689
			439,628
Food & Staples Retailing - 3.1%
Costco Wholesale Corp.	470,400		22,236
CVS Corp.	1,613,100		74,767
Sysco Corp.	1,991,700		69,650
Wal-Mart Stores, Inc.	8,542,455		447,625
Walgreen Co.	2,322,700		98,970
			713,248
Food Products - 0.3%
Bunge Ltd.	1,241,000		70,166
Household Products - 2.5%
Colgate-Palmolive Co.	2,292,200		120,432
Procter & Gamble Co.	8,236,980		438,454
			558,886
Personal Products - 2.3%
Avon Products, Inc.	2,936,600		123,983
Estee Lauder Companies, Inc. Class A	1,277,000		57,644
Gillette Co.	6,850,000		347,432
			529,059
Tobacco - 0.9%
Altria Group, Inc.	3,144,800		200,733
TOTAL CONSUMER STAPLES			2,511,720
ENERGY - 5.4%
Energy Equipment & Services - 3.5%
Baker Hughes, Inc.	3,702,100		160,301
BJ Services Co.	1,960,300		94,192
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Energy Equipment & Services - continued
Halliburton Co.	3,283,500		$ 135,050
Nabors Industries Ltd. (a)	1,889,100		95,211
Schlumberger Ltd. (NY Shares)	2,500,300		170,120
Transocean, Inc. (a)	1,697,100		74,672
Weatherford International Ltd. (a)	1,250,500		67,865
			797,411
Oil & Gas - 1.9%
Burlington Resources, Inc.	406,200		17,755
ChevronTexaco Corp.	1,851,200		100,705
Exxon Mobil Corp.	3,436,400		177,318
Total SA Series B	593,000		127,554
			423,332
TOTAL ENERGY			1,220,743
FINANCIALS - 13.9%
Capital Markets - 2.2%
Goldman Sachs Group, Inc.	640,600		69,089
Lehman Brothers Holdings, Inc.	1,428,700		130,283
Merrill Lynch & Co., Inc.	1,970,800		118,386
Morgan Stanley	2,558,800		143,190
State Street Corp.	848,800		38,035
			498,983
Commercial Banks - 2.2%
Bank of America Corp.	5,573,600		258,448
Wachovia Corp.	2,264,700		124,219
Wells Fargo & Co.	1,955,400		119,866
			502,533
Consumer Finance - 3.0%
American Express Co.	5,217,529		278,355
Capital One Financial Corp.	1,351,000		105,756
MBNA Corp.	6,741,200		179,181
SLM Corp.	2,178,800		109,354
			672,646
Diversified Financial Services - 1.3%
Citigroup, Inc.	6,071,354		297,800
Insurance - 3.2%
AFLAC, Inc.	1,506,400		59,518
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Insurance - continued
AMBAC Financial Group, Inc.	1,493,200		$ 114,797
American International Group, Inc.	7,428,955		492,465
MBIA, Inc.	1,151,650		68,800
			735,580
Thrifts & Mortgage Finance - 2.0%
Fannie Mae	4,621,100		298,431
Freddie Mac	252,100		16,460
Golden West Financial Corp., Delaware	1,971,200		127,379
			442,270
TOTAL FINANCIALS			3,149,812
HEALTH CARE - 19.7%
Biotechnology - 2.6%
Alkermes, Inc. (a)	632,500		8,014
Amgen, Inc. (a)	3,598,500		223,971
Biogen Idec, Inc. (a)	2,051,250		133,249
Cephalon, Inc. (a)	843,000		41,476
Genentech, Inc. (a)	3,286,400		156,794
Millennium Pharmaceuticals, Inc. (a)	2,533,900		23,337
Protein Design Labs, Inc. (a)	832,100		16,783
			603,624
Health Care Equipment & Supplies - 4.8%
Baxter International, Inc.	2,800,400		94,542
Becton, Dickinson & Co.	1,634,600		92,600
Boston Scientific Corp. (a)	1,763,980		58,317
Cytyc Corp. (a)	3,088,100		77,357
Fisher Scientific International, Inc. (a)	1,372,200		86,654
Guidant Corp.	1,364,100		98,884
Medtronic, Inc.	5,649,600		296,548
Millipore Corp. (a)	1,156,100		50,325
St. Jude Medical, Inc. (a)	3,586,600		140,882
Waters Corp. (a)	2,187,400		107,358
			1,103,467
Health Care Providers & Services - 2.5%
Cardinal Health, Inc.	1,422,675		80,125
Health Management Associates, Inc. Class A	1,226,100		27,072
Laboratory Corp. of America Holdings (a)	1,348,700		64,535
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Quest Diagnostics, Inc.	683,600		$ 65,147
UnitedHealth Group, Inc.	3,666,800		325,979
			562,858
Pharmaceuticals - 9.8%
Abbott Laboratories	5,162,700		232,425
Allergan, Inc.	1,079,200		81,965
Barr Pharmaceuticals, Inc. (a)	1,828,200		86,931
Eli Lilly & Co.	2,090,200		113,372
Johnson & Johnson	9,503,504		614,877
Merck & Co., Inc.	2,973,300		83,401
Pfizer, Inc.	22,987,400		555,376
Schering-Plough Corp.	8,462,500		157,064
Watson Pharmaceuticals, Inc. (a)	208,900		6,231
Wyeth	7,232,200		286,612
			2,218,254
TOTAL HEALTH CARE			4,488,203
INDUSTRIALS - 12.1%
Aerospace & Defense - 2.4%
EADS NV (d)	4,900,000		149,767
Honeywell International, Inc.	2,125,100		76,461
Northrop Grumman Corp.	2,323,000		120,517
The Boeing Co.	3,312,100		167,592
United Technologies Corp.	426,600		42,950
			557,287
Air Freight & Logistics - 1.1%
FedEx Corp.	427,300		40,871
Ryder System, Inc.	428,700		19,527
United Parcel Service, Inc. Class B	2,569,100		191,860
			252,258
Airlines - 0.3%
Southwest Airlines Co.	4,593,000		66,507
Building Products - 0.3%
Masco Corp.	1,810,200		66,615
Commercial Services & Supplies - 1.1%
Apollo Group, Inc. Class A (a)	768,800		60,112
Avery Dennison Corp.	402,400		24,180
Career Education Corp. (a)	946,900		38,151
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Cintas Corp.	1,125,500		$ 48,959
Robert Half International, Inc.	2,557,900		77,607
			249,009
Construction & Engineering - 0.3%
Fluor Corp.	1,316,000		70,459
Industrial Conglomerates - 6.1%
3M Co.	2,910,600		245,538
General Electric Co.	25,118,400		907,528
Tyco International Ltd.	6,169,500		222,966
			1,376,032
Machinery - 0.5%
Danaher Corp.	1,388,400		76,195
Ingersoll-Rand Co. Ltd. Class A	589,750		43,866
			120,061
TOTAL INDUSTRIALS			2,758,228
INFORMATION TECHNOLOGY - 23.5%
Communications Equipment - 3.1%
Cisco Systems, Inc. (a)	22,588,200		407,491
Juniper Networks, Inc. (a)	1,918,400		48,209
QUALCOMM, Inc.	6,184,400		230,307
Telefonaktiebolaget LM Ericsson ADR (a)(d)	705,500		20,692
			706,699
Computers & Peripherals - 4.6%
Dell, Inc. (a)	10,688,700		446,360
EMC Corp. (a)	11,206,300		146,803
International Business Machines Corp.	4,236,200		395,746
Lexmark International, Inc. Class A (a)	815,842		68,000
			1,056,909
Electronic Equipment & Instruments - 0.7%
CDW Corp.	1,109,000		64,877
Flextronics International Ltd. (a)	5,942,500		84,086
			148,963
Internet Software & Services - 1.3%
Google, Inc. Class A (sub. vtg.)	424,800		83,104
Yahoo!, Inc. (a)	6,114,064		215,276
			298,380
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
IT Services - 1.6%
Affiliated Computer Services, Inc. Class A (a)	1,531,900		$ 83,014
Automatic Data Processing, Inc.	663,880		28,866
DST Systems, Inc. (a)	1,526,600		74,010
First Data Corp.	2,843,400		115,840
Paychex, Inc.	2,059,920		62,807
			364,537
Semiconductors & Semiconductor Equipment - 6.0%
Altera Corp. (a)	2,978,400		57,185
Analog Devices, Inc.	3,286,100		117,938
Applied Materials, Inc. (a)	4,619,700		73,453
Intel Corp.	23,646,840		530,872
Intersil Corp. Class A	2,528,000		37,490
KLA-Tencor Corp. (a)	2,175,800		100,631
Lam Research Corp. (a)	1,286,400		34,424
Linear Technology Corp.	1,506,160		56,842
Marvell Technology Group Ltd. (a)	2,386,000		79,812
Microchip Technology, Inc.	813,700		21,197
PMC-Sierra, Inc. (a)	3,169,500		32,582
Teradyne, Inc. (a)	1,680,900		23,583
Texas Instruments, Inc.	5,878,500		136,440
Xilinx, Inc.	1,883,400		54,976
			1,357,425
Software - 6.2%
Adobe Systems, Inc.	755,668		42,998
BEA Systems, Inc. (a)	3,577,500		30,480
Cadence Design Systems, Inc. (a)	1,926,600		25,682
McAfee, Inc. (a)	1,766,500		45,664
Microsoft Corp.	37,157,800		976,509
Oracle Corp. (a)	10,391,000		143,084
Siebel Systems, Inc. (a)	1,914,900		16,679
Symantec Corp. (a)	1,278,600		29,855
Synopsys, Inc. (a)	1,762,654		29,965
VERITAS Software Corp. (a)	2,253,528		57,961
			1,398,877
TOTAL INFORMATION TECHNOLOGY			5,331,790
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - 2.1%
Chemicals - 1.9%
Dow Chemical Co.	3,130,200		$ 155,571
Monsanto Co.	1,721,700		93,196
Potash Corp. of Saskatchewan	797,200		64,718
Praxair, Inc.	2,671,800		115,288
			428,773
Containers & Packaging - 0.2%
Smurfit-Stone Container Corp. (a)	2,825,716		42,499
TOTAL MATERIALS			471,272
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.3%
Verizon Communications, Inc.	2,045,400		72,796
Wireless Telecommunication Services - 0.6%
Nextel Communications, Inc. Class A (a)	4,561,200		130,861
TOTAL TELECOMMUNICATION SERVICES			203,657
TOTAL COMMON STOCKS (Cost $18,474,883)		22,602,221
Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%
Communications Equipment - 0.0%
Chorum Technologies, Inc. Series E (a)(e)	132,000		0
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $1,980)		0
Money Market Funds - 1.3%
	Shares		Value (Note 1) (000s)
Fidelity Cash Central Fund, 2.31% (b)	138,307,139		$ 138,307
Fidelity Securities Lending Cash Central Fund, 2.29% (b)(c)	144,577,000		144,577
TOTAL MONEY MARKET FUNDS (Cost $282,884)		282,884
TOTAL INVESTMENT PORTFOLIO - 100.7% (Cost $18,759,747)			22,885,105
NET OTHER ASSETS - (0.7)%			(156,329)
NET ASSETS - 100%		$ 22,728,776

Legend

(a) Non-income producing

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

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $0 or 0.0% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Chorum Technologies, Inc. Series E	9/19/00	$ 2,276

Income Tax Information

At July 31, 2004, the fund had a capital loss carryforward of approximately $2,889,394,000 of which $1,006,654,000 and $1,882,740,000 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, 2005 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $140,101) (cost $18,759,747) - See accompanying schedule		$ 22,885,105
Receivable for investments sold		37,641
Receivable for fund shares sold		24,494
Dividends receivable		9,390
Interest receivable		440
Prepaid expenses		79
Other affiliated receivables		88
Other receivables		600
Total assets		22,957,837

Liabilities
Payable for investments purchased	$ 25,906
Payable for fund shares redeemed	45,644
Accrued management fee	7,534
Other affiliated payables	5,241
Other payables and accrued expenses	159
Collateral on securities loaned, at value	144,577
Total liabilities		229,061

Net Assets		$ 22,728,776
Net Assets consist of:
Paid in capital		$ 21,144,789
Undistributed net investment income		233
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(2,541,603)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,125,357
Net Assets, for 559,625 shares outstanding		$ 22,728,776
Net Asset Value, offering price and redemption price per share ($22,728,776 ÷ 559,625 shares)		$ 40.61

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended January 31, 2005 (Unaudited)

Investment Income
Dividends		$ 130,049
Special Dividends		111,473
Interest		3,737
Security lending		315
Total income		245,574

Expenses
Management fee Basic fee	$ 64,850
Performance adjustment	(19,569)
Transfer agent fees	28,031
Accounting and security lending fees	878
Non-interested trustees' compensation	66
Appreciation in deferred trustee compensation account	9
Custodian fees and expenses	175
Registration fees	97
Audit	73
Legal	28
Miscellaneous	102
Total expenses before reductions	74,740
Expense reductions	(1,127)	73,613
Net investment income (loss)		171,961
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	357,952
Foreign currency transactions	47
Total net realized gain (loss)		357,999
Change in net unrealized appreciation (depreciation) on: Investment securities	771,296
Assets and liabilities in foreign currencies	(16)
Total change in net unrealized appreciation (depreciation)		771,280
Net gain (loss)		1,129,279
Net increase (decrease) in net assets resulting from operations		$ 1,301,240

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2005 (Unaudited)	Year ended July 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 171,961	$ 106,237
Net realized gain (loss)	357,999	750,921
Change in net unrealized appreciation (depreciation)	771,280	695,358
Net increase (decrease) in net assets resulting from operations	1,301,240	1,552,516
Distributions to shareholders from net investment income	(220,167)	(122,754)
Share transactions Proceeds from sales of shares	2,048,238	4,701,393
Reinvestment of distributions	214,432	119,640
Cost of shares redeemed	(2,717,105)	(4,084,178)
Net increase (decrease) in net assets resulting from share transactions	(454,435)	736,855
Total increase (decrease) in net assets	626,638	2,166,617

Net Assets
Beginning of period	22,102,138	19,935,521
End of period (including undistributed net investment income of $233 and undistributed net investment income of $48,439, respectively)	$ 22,728,776	$ 22,102,138
Other Information Shares
Sold	51,229	120,270
Issued in reinvestment of distributions	5,283	3,151
Redeemed	(67,655)	(104,362)
Net increase (decrease)	(11,143)	19,059

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

Semiannual Report

Financial Highlights

	Six months ended January 31, 2005	Years ended July 31,
	(Unaudited)	2004	2003	2002	2001	2000
Selected Per-Share Data
Net asset value, beginning of period	$ 38.72	$ 36.13	$ 33.24	$ 45.08	$ 60.25	$ 53.20
Income from Investment Operations
Net investment income (loss)^D	.30^E	.19	.21	.10	.01	(.01)
Net realized and unrealized gain (loss)	1.98	2.62	2.81	(11.88)	(12.66)	9.27
Total from investment operations	2.28	2.81	3.02	(11.78)	(12.65)	9.26
Distributions from net investment income	(.39)	(.22)	(.13)	(.06)	-	(.14)
Distributions from net realized gain	-	-	-	-	(2.52)	(2.07)
Total distributions	(.39)	(.22)	(.13)	(.06)	(2.52)	(2.21)
Net asset value, end of period	$ 40.61	$ 38.72	$ 36.13	$ 33.24	$ 45.08	$ 60.25
Total Return^B, ^C	5.89%	7.79%	9.13%	(26.16)%	(21.92)%	17.97%
Ratios to Average Net Assets^F
Expenses before expense reductions	.66%^A	.68%	.71%	.76%	.89%	.88%
Expenses net of voluntary waivers, if any	.66%^A	.68%	.71%	.76%	.89%	.88%
Expenses net of all reductions	.65%^A	.67%	.69%	.74%	.87%	.86%
Net investment income (loss)	1.52%^A,E	.48%	.64%	.25%	.01%	(.02)%
Supplemental Data
Net assets, end of period (in millions)	$ 22,729	$ 22,102	$ 19,936	$ 17,021	$ 23,032	$ 29,154
Portfolio turnover rate	18%^A	23%	24%	33%	46%	40%

^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 Investment income per share reflects a special dividend which amounted to $.20 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been .54%.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

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.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, capital loss carryforwards, and losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation	$ 5,303,481
Unrealized depreciation	(1,188,278)
Net unrealized appreciation (depreciation)	$ 4,115,203
Cost for federal income tax purposes	$ 18,769,902

2. Operating Policies.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $2,013,748 and $2,186,296, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

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 .27% 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 .40% of the fund's average net assets.

Sales Load. Fidelity Distributors Corporation (FDC), an affiliate of FMR, is the general distributor of the fund. Shares purchased prior to October 12, 1990 are subject to a 1% deferred sales charge upon redemption. For the period, FDC received sales charges of $10 on redemption of shares of the fund.

Semiannual Report

5. Committed Line of Credit.

6. Security Lending.

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 $913 for the period. In addition, through arrangements with the fund's custodian and 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 $214, respectively.

8. Other.

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

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) (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

BCF-USAN-0305
1.789282.101

Fidelity Advisor

Small Cap Growth

Fund - Class A, Class T,
Class B and Class C

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Class A, Class T, Class B,
and Class C are classes
of Fidelity^® Small Cap
Growth Fund

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Summary	6	A summary of the fund's investments.
Investments	7	A complete list of the fund's investments with their market values.
Financial Statements	14	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	24	Notes to the financial statements.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 3, 2004 to January 31, 2005). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (August 1, 2004 to January 31, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Semiannual Report

	Beginning Account Value	Ending Account Value January 31, 2005	Expenses Paid During Period
Class A
Actual	$ 1,000.00	$ 1,151.00	$ 3.98^B
Hypothetical^A	$ 1,000.00	$ 1,017.64	$ 7.63^C
Class T
Actual	$ 1,000.00	$ 1,150.00	$ 4.64^B
Hypothetical^A	$ 1,000.00	$ 1,016.38	$ 8.89^C
Class B
Actual	$ 1,000.00	$ 1,148.00	$ 5.96^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42^C
Class C
Actual	$ 1,000.00	$ 1,149.00	$ 5.96^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42^C
Small Cap Growth
Actual	$ 1,000.00	$ 1,152.00	$ 3.32^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36^C
Institutional Class
Actual	$ 1,000.00	$ 1,151.00	$ 3.31^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36^C

^A 5% return per year before expenses

^B Actual expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 90/365 (to reflect the period November 3, 2004 to January 31, 2005).

^C Hypothetical expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

	Annualized Expense Ratio
Class A	1.50%
Class T	1.75%
Class B	2.25%
Class C	2.25%
Small Cap Growth	1.25%
Institutional Class	1.25%

Semiannual Report

Investment Summary

Top Ten Stocks as of January 31, 2005
	% of fund's net assets
Quicksilver Resources, Inc.	4.4
EVCI Career Colleges, Inc.	4.4
Collegiate Pacific, Inc.	3.8
Lionbridge Technologies, Inc.	3.0
Pediatrix Medical Group, Inc.	2.6
Career Education Corp.	2.3
Range Resources Corp.	1.9
Pacific Sunwear of California, Inc.	1.8
ICON PLC sponsored ADR	1.8
Big 5 Sporting Goods Corp.	1.6
	27.6
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets
Consumer Discretionary	20.5
Information Technology	17.6
Energy	16.8
Health Care	14.5
Industrials	11.9

Asset Allocation (% of fund's net assets)
As of January 31, 2005*
	Stocks 90.5%
	Short-Term Investments and Net Other Assets 9.5%
* Foreign investments		14.8%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.5%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 20.5%
Hotels, Restaurants & Leisure - 4.4%
Ambassadors Group, Inc.	3,200		$ 108,800
Brinker International, Inc. (a)	1,900		71,459
Buffalo Wild Wings, Inc. (a)	1,900		76,931
Century Casinos, Inc. (a)	147,478		1,234,391
Ctrip.com International Ltd. ADR (a)	14,000		576,786
Friendly Ice Cream Corp. (a)	7,700		67,221
Penn National Gaming, Inc. (a)	3,200		209,888
Sportingbet PLC (a)	300,000		1,347,573
			3,693,049
Household Durables - 1.6%
Interface, Inc. Class A (a)	69,700		657,271
Jarden Corp. (a)	15,000		690,000
			1,347,271
Internet & Catalog Retail - 4.7%
Blue Nile, Inc.	25,900		725,200
Collegiate Pacific, Inc.	242,900		3,184,419
			3,909,619
Leisure Equipment & Products - 0.8%
RC2 Corp. (a)	22,800		660,060
Multiline Retail - 0.4%
Tuesday Morning Corp. (a)	12,300		353,379
Specialty Retail - 7.3%
Big 5 Sporting Goods Corp.	50,100		1,371,738
Cost Plus, Inc. (a)	23,500		616,405
Hibbett Sporting Goods, Inc. (a)	19,500		503,100
Hot Topic, Inc. (a)	10,500		203,490
Jos. A. Bank Clothiers, Inc. (a)	13,000		373,100
Pacific Sunwear of California, Inc. (a)	62,400		1,528,176
RONA, Inc. (a)	22,000		800,548
Select Comfort Corp. (a)	27,500		538,175
Steiner Leisure Ltd. (a)	6,100		189,216
			6,123,948
Textiles, Apparel & Luxury Goods - 1.3%
Bijou Brigitte Modische Accessoires AG	1,665		251,413
Carter's, Inc. (a)	7,300		266,888
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Lakeland Industries, Inc. (a)	20,300		$ 400,925
Oxford Industries, Inc.	4,100		152,438
			1,071,664
TOTAL CONSUMER DISCRETIONARY			17,158,990
CONSUMER STAPLES - 2.6%
Beverages - 0.5%
C&C Group PLC	100,000		422,302
Food & Staples Retailing - 0.6%
Caffe Nero Group PLC (a)	199,000		462,874
Food Products - 0.5%
Poore Brothers, Inc. (a)	47,100		158,727
Rocky Mountain Chocolate Factory, Inc.	14,100		235,188
			393,915
Personal Products - 1.0%
NBTY, Inc. (a)	31,800		870,684
TOTAL CONSUMER STAPLES			2,149,775
ENERGY - 16.8%
Energy Equipment & Services - 3.1%
AKITA Drilling Ltd. Class A (non-vtg.)	32,000		701,342
Oil States International, Inc. (a)	29,200		556,260
Pason Systems, Inc.	39,800		1,235,001
Superior Energy Services, Inc. (a)	5,300		84,376
			2,576,979
Oil & Gas - 13.7%
Blackrock Ventures, Inc. (a)	70,000		545,425
Denbury Resources, Inc. (a)	28,700		838,040
Encore Acquisition Co. (a)	19,200		716,160
Forest Oil Corp. (a)	34,000		1,145,460
GMX Resources, Inc. (a)	35,400		295,590
Holly Corp.	44,700		1,352,622
Quicksilver Resources, Inc. (a)	83,500		3,709,904
Range Resources Corp.	71,000		1,575,490
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil & Gas - continued
Thunder Energy, Inc. (a)	107,000		$ 726,812
World Fuel Services Corp.	12,100		613,228
			11,518,731
TOTAL ENERGY			14,095,710
FINANCIALS - 5.4%
Commercial Banks - 1.0%
Center Financial Corp., California	37,600		782,456
Nara Bancorp, Inc.	6,000		119,700
			902,156
Insurance - 4.3%
Hilb Rogal & Hobbs Co.	13,800		490,728
IPC Holdings Ltd.	9,000		379,890
PXRE Group Ltd.	17,615		457,109
Specialty Underwriters' Alliance, Inc.	50,700		495,339
United America Indemnity Ltd. Class A	41,700		750,600
USI Holdings Corp. (a)	90,100		1,018,130
			3,591,796
Thrifts & Mortgage Finance - 0.1%
W Holding Co., Inc.	5,508		71,824
TOTAL FINANCIALS			4,565,776
HEALTH CARE - 14.5%
Health Care Equipment & Supplies - 2.8%
DJ Orthopedics, Inc. (a)	41,000		990,150
Enpath Medical, Inc. (a)	17,000		173,570
Kensey Nash Corp. (a)	9,300		300,297
Mentor Corp.	2,700		84,537
Orthofix International NV (a)	1,900		75,962
Regeneration Technologies, Inc. (a)	68,900		708,637
			2,333,153
Health Care Providers & Services - 11.7%
America Service Group, Inc. (a)	23,900		655,577
American Dental Partners, Inc. (a)	16,800		338,520
AmSurg Corp. (a)	42,300		1,117,143
Bio-Reference Laboratories, Inc. (a)	11,200		159,152
Cedara Software Corp. (a)	17,200		182,942
DaVita, Inc. (a)	14,100		591,636
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Horizon Health Corp. (a)	17,700		$ 538,965
ICON PLC sponsored ADR (a)	42,500		1,492,600
LCA-Vision, Inc.	10,000		266,500
Medtox Scientific, Inc. (a)	50,300		412,460
Molina Healthcare, Inc. (a)	11,330		563,441
Omnicare, Inc.	21,400		658,050
Pediatrix Medical Group, Inc. (a)	33,000		2,204,070
Per-Se Technologies, Inc. (a)	46,400		677,440
			9,858,496
TOTAL HEALTH CARE			12,191,649
INDUSTRIALS - 11.9%
Aerospace & Defense - 1.5%
BE Aerospace, Inc. (a)	26,000		280,540
DRS Technologies, Inc. (a)	5,800		235,480
SI International, Inc. (a)	28,700		734,720
			1,250,740
Commercial Services & Supplies - 9.2%
Career Education Corp. (a)	49,000		1,974,210
Corinthian Colleges, Inc. (a)	41,700		801,891
EVCI Career Colleges, Inc. (a)	412,606		3,676,319
Exponent, Inc. (a)	2,595		64,745
Learning Care Group, Inc. (a)	62,120		227,359
The Geo Group, Inc. (a)	31,600		946,420
			7,690,944
Construction & Engineering - 0.2%
Infrasource Services, Inc.	14,100		170,610
Electrical Equipment - 0.2%
A.O. Smith Corp.	7,200		195,192
Machinery - 0.5%
The Weir Group PLC	20,000		123,363
Watts Water Technologies, Inc. Class A	7,500		240,375
			363,738
Marine - 0.3%
Alexander & Baldwin, Inc.	6,000		276,000
TOTAL INDUSTRIALS			9,947,224
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - 17.6%
Communications Equipment - 0.2%
NETGEAR, Inc. (a)	8,900		$ 133,856
Electronic Equipment & Instruments - 2.4%
Aeroflex, Inc. (a)	25,700		247,234
Arrow Electronics, Inc. (a)	26,200		618,582
Bell Microproducts, Inc. (a)	9,550		77,451
Leica Geosystems AG (a)	465		138,841
Measurement Specialties, Inc. (a)	36,500		937,685
			2,019,793
Internet Software & Services - 4.4%
Akamai Technologies, Inc. (a)	75,800		992,980
Cryptologic, Inc.	13,200		326,636
Homestore, Inc. (a)	75,000		177,000
iMergent, Inc. (a)	50,400		1,063,440
Intermix Media, Inc. (a)	60,000		391,800
j2 Global Communications, Inc. (a)	11,900		386,512
Marchex, Inc. Class B	3,900		70,239
Sina Corp. (a)	6,000		159,000
Vitria Technology, Inc. (a)	26,400		108,240
			3,675,847
IT Services - 5.0%
BearingPoint, Inc. (a)	48,800		385,032
Lionbridge Technologies, Inc. (a)	399,946		2,511,661
Tyler Technologies, Inc. (a)	173,200		1,324,980
			4,221,673
Semiconductors & Semiconductor Equipment - 3.1%
ATMI, Inc. (a)	10,000		227,300
Axcelis Technologies, Inc. (a)	26,000		194,220
Cascade Microtech, Inc.	12,300		130,380
Exar Corp. (a)	1,800		25,866
Fairchild Semiconductor International, Inc. (a)	40,700		580,789
FormFactor, Inc. (a)	9,000		204,930
Integrated Device Technology, Inc. (a)	34,300		402,682
Microsemi Corp. (a)	8,900		137,327
O2Micro International Ltd. (a)	300		2,661
ON Semiconductor Corp. (a)	12,200		44,652
Pericom Semiconductor Corp. (a)	17,900		150,181
Varian Semiconductor Equipment Associates, Inc. (a)	13,800		473,064
			2,574,052
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - 2.5%
DATATRAK International, Inc. (a)	2,200		$ 23,826
DATATRAK International, Inc. (a)(b)	10,000		92,055
DATATRAK International, Inc. warrants 12/31/49 (a)(b)	1,500		0
Moldflow Corp. (a)	21,000		354,900
MSC.Software Corp. (a)	17,900		184,549
Pegasystems, Inc. (a)	26,900		182,113
Pervasive Software, Inc. (a)	36,200		146,610
Phase Forward, Inc.	163,900		1,111,242
			2,095,295
TOTAL INFORMATION TECHNOLOGY			14,720,516
MATERIALS - 1.2%
Metals & Mining - 0.9%
Apex Silver Mines Ltd. (a)	14,000		226,240
Goldcorp, Inc.	17,000		238,894
Meridian Gold, Inc. (a)	17,000		312,316
			777,450
Paper & Forest Products - 0.3%
Sino-Forest Corp. (a)	74,041		247,589
TOTAL MATERIALS			1,025,039
TOTAL COMMON STOCKS (Cost $71,172,341)		75,854,679
Cash Equivalents - 11.8%
	Maturity Amount
Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.45%, dated 1/31/05 due 2/1/05) (c) (Cost $9,895,000)	$ 9,895,672		$ 9,895,000
TOTAL INVESTMENT PORTFOLIO - 102.3% (Cost $81,067,341)			85,749,679
NET OTHER ASSETS - (2.3)%			(1,895,075)
NET ASSETS - 100%		$ 83,854,604

Legend

(a) Non-income producing

(b) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $92,055 or 0.1% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
DATATRAK International, Inc.	12/27/04	$ 95,000
DATATRAK International, Inc. warrants 12/31/49	12/27/04	$ 0

Repurchase Agreement/ Counterparty	Value
$9,895,000 due 2/1/05 at 2.45%:
Banc of America Securites LLC	$ 1,289,357
Barclays Capital Inc.	1,482,761
Bear Stearns & Co. Inc.	644,679
Credit Suisse First Boston LLC	1,289,357
Deutsche Bank Securities Inc.	1,934,036
J.P. Morgan Securities, Inc.	644,679
Lehman Brothers Inc.	277,212
Morgan Stanley & Co. Incorporated	386,230
BNP Paribas Securities Corp.	1,934,036
UBS Securities LLC	12,653
	$ 9,895,000

Other Information

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

United States of America	85.2%
Canada	6.4%
United Kingdom	2.4%
Ireland	2.3%
Cayman Islands	1.8%
Bermuda	1.0%
Others (individually less than 1%)	0.9%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

January 31, 2005 (Unaudited)

Assets
Investment in securities, at value (including repurchase agreements of $9,895,000) (cost $81,067,341) - See accompanying schedule		$ 85,749,679
Cash		402
Foreign currency held at value (cost $34,077)		34,039
Receivable for investments sold		296,580
Receivable for fund shares sold		1,003,904
Dividends receivable		1,272
Prepaid expenses		69,563
Receivable from investment adviser for expense reductions		5,265
Other affiliated receivables		894
Other receivables		15,572
Total assets		87,177,170

Liabilities
Payable for investments purchased	$ 3,188,305
Payable for fund shares redeemed	59,636
Accrued management fee	42,777
Distribution fees payable	2,755
Other affiliated payables	14,271
Other payables and accrued expenses	14,822
Total liabilities		3,322,566

Net Assets		$ 83,854,604
Net Assets consist of:
Paid in capital		$ 78,977,678
Accumulated net investment loss		(76,926)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		271,551
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,682,301
Net Assets		$ 83,854,604

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

Semiannual Report

Statement of Assets and Liabilities - continued

January 31, 2005 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($1,392,675 ÷ 121,025 shares)		$ 11.51

Maximum offering price per share (100/94.25 of $11.51)		$ 12.21
Class T: Net Asset Value and redemption price per share ($2,217,068 ÷ 192,771 shares)		$ 11.50

Maximum offering price per share (100/96.50 of $11.50)		$ 11.92
Class B: Net Asset Value and offering price per share ($867,719 ÷ 75,554 shares) ^A		$ 11.48

Class C: Net Asset Value and offering price per share ($1,286,165 ÷ 111,985 shares) ^A		$ 11.49

Small Cap Growth: Net Asset Value, offering price and redemption price per share ($76,979,093 ÷ 6,682,330 shares)		$ 11.52

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,111,884 ÷ 96,575 shares)		$ 11.51

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

For the period November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)

Investment Income
Dividends		$ 20,978
Interest		36,181
Total income		57,159

Expenses
Management fee	$ 83,521
Transfer agent fees	30,566
Distribution fees	6,700
Accounting fees and expenses	7,681
Non-interested trustees' compensation	27
Custodian fees and expenses	9,985
Registration fees	30,108
Audit	11,607
Legal	10
Total expenses before reductions	180,205
Expense reductions	(46,120)	134,085
Net investment income (loss)		(76,926)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	275,347
Foreign currency transactions	(3,796)
Total net realized gain (loss)		271,551
Change in net unrealized appreciation (depreciation) on: Investment securities	4,682,338
Assets and liabilities in foreign currencies	(37)
Total change in net unrealized appreciation (depreciation)		4,682,301
Net gain (loss)		4,953,852
Net increase (decrease) in net assets resulting from operations		$ 4,876,926

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

Semiannual Report

Statement of Changes in Net Assets

	For the period November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (76,926)
Net realized gain (loss)	271,551
Change in net unrealized appreciation (depreciation)	4,682,301
Net increase (decrease) in net assets resulting from operations	4,876,926
Share transactions - net increase (decrease)	78,956,576
Redemption fees	21,102
Total increase (decrease) in net assets	83,854,604

Net Assets
Beginning of period	-
End of period (including accumulated net investment loss of $76,926)	$ 83,854,604

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

Semiannual Report

Financial Highlights - Class A

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.51
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.51
Total Return^{B, C, D}	15.10%
Ratios to Average Net Assets^G
Expenses before expense reductions	1.88% ^A
Expenses net of voluntary waivers, if any	1.50% ^A
Expenses net of all reductions	1.36% ^A
Net investment income (loss)	(.86)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,393
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of 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 class.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.03)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.50
Redemption fees added to paid in capital ^E	-
Net asset value, end of period	$ 11.50
Total Return^{B, C, D}	15.00%
Ratios to Average Net Assets^G
Expenses before expense reductions	2.10% ^A
Expenses net of voluntary waivers, if any	1.75% ^A
Expenses net of all reductions	1.61% ^A
Net investment income (loss)	(1.11)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,217
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

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

Semiannual Report

Financial Highlights - Class B

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.04)
Net realized and unrealized gain (loss)	1.52
Total from investment operations	1.48
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.48
Total Return^{B, C, D}	14.80%
Ratios to Average Net Assets^G
Expenses before expense reductions	2.71% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.11% ^A
Net investment income (loss)	(1.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 868
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.04)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.49
Redemption fees added to paid in capital ^E	-
Net asset value, end of period	$ 11.49
Total Return^{B, C, D}	14.90%
Ratios to Average Net Assets^G
Expenses before expense reductions	2.64% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.11% ^A
Net investment income (loss)	(1.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,286
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

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

Semiannual Report

Financial Highlights - Small Cap Growth

	Period ended January 31, 2005 ^E (Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.02)
Net realized and unrealized gain (loss)	1.54
Total from investment operations	1.52
Redemption fees added to paid in capital ^D	- ^G
Net asset value, end of period	$ 11.52
Total Return^{B, C}	15.20%
Ratios to Average Net Assets^F
Expenses before expense reductions	1.50% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.11% ^A
Net investment income (loss)	(.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 76,979
Portfolio turnover rate	49% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of 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 class.

^G Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Period ended January 31, 2005 ^E(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.02)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.51
Redemption fees added to paid in capital ^D	-
Net asset value, end of period	$ 11.51
Total Return^{B, C}	15.10%
Ratios to Average Net Assets^F
Expenses before expense reductions	1.59% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.11% ^A
Net investment income (loss)	(.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,112
Portfolio turnover rate	49% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C, Small Cap Growth, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

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:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Foreign Currency - continued

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. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 6,146,534
Unrealized depreciation	(1,464,196)
Net unrealized appreciation (depreciation)	$ 4,682,338
Cost for federal income tax purposes	$ 81,067,341

2. Operating Policies.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $75,829,046 and $4,932,053, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 .45% of the fund's average net assets and a group fee rate that averaged .27% 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 investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index. The fund's performance adjustment will not take effect until November 1, 2005. Subsequent months will be added until the performance period includes 36 months. For the period, the total annualized management fee rate was .72% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	0%	.25%	$ 648	$ 386
Class T	.25%	.25%	2,020	742
Class B	.75%	.25%	1,792	1,738
Class C	.75%	.25%	2,240	1,988
			$ 6,700	$ 4,854

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 1,683
Class T	772
Class B*	7
Class C*	-
	$ 2,462

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Small Cap Growth. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Small Cap Growth shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

	Amount	% of Average Net Assets
Class A	$ 585	.23*
Class T	1,039	.26*
Class B	426	.24*
Class C	503	.23*
Small Cap Growth	27,654	.27*
Institutional Class	359	.17*
	$ 30,566

* Annualized

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

	Expense Limitations	Reimbursement from adviser
Class A	1.50%	$ 985
Class T	1.75%	1,409
Class B	2.25%	816
Class C	2.25%	869
Small Cap Growth	1.25%	25,756
Institutional Class	1.25%	713
		$ 30,548

6. Other.

At the end of the period, one otherwise unaffiliated shareholder was the owner of record of 12% of the outstanding shares of the fund.

Semiannual Report

7. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Dollars
	For the period November 3, 2004 (commencement of operations) to January 31, 2005	For the period November 3, 2004 (commencement of operations) to January 31, 2005
Class A
Shares sold	121,341	$ 1,256,152
Shares redeemed	(316)	(3,547)
Net increase (decrease)	121,025	$ 1,252,605
Class T
Shares sold	192,771	$ 2,026,359
Shares redeemed	-	-
Net increase (decrease)	192,771	$ 2,026,359
Class B
Shares sold	75,583	$ 770,623
Shares redeemed	(29)	(316)
Net increase (decrease)	75,554	$ 770,307
Class C
Shares sold	111,985	$ 1,174,349
Shares redeemed	-	-
Net increase (decrease)	111,985	$ 1,174,349
Small Cap Growth
Shares sold	6,813,279	$ 74,190,613
Shares redeemed	(130,949)	(1,461,306)
Net increase (decrease)	6,682,330	$ 72,729,307
Institutional Class
Shares sold	96,575	$ 1,003,649
Shares redeemed	-	-
Net increase (decrease)	96,575	$ 1,003,649

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) 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 Investments Institutional
Operations Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

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

ASCP-USAN-0305
1.803716.100

Fidelity Advisor

Small Cap Growth

Fund - Institutional Class

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Institutional Class
is a class of Fidelity®
Small Cap GrowthFund

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Summary	6	A summary of the fund's investments.
Investments	7	A complete list of the fund's investments with their market values.
Financial Statements	14	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	24	Notes to the financial statements.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value	Ending Account Value January 31, 2005	Expenses Paid During Period
Class A
Actual	$ 1,000.00	$ 1,151.00	$ 3.98^B
Hypothetical^A	$ 1,000.00	$ 1,017.64	$ 7.63^C
Class T
Actual	$ 1,000.00	$ 1,150.00	$ 4.64^B
Hypothetical^A	$ 1,000.00	$ 1,016.38	$ 8.89^C
Class B
Actual	$ 1,000.00	$ 1,148.00	$ 5.96^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42^C
Class C
Actual	$ 1,000.00	$ 1,149.00	$ 5.96^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42^C
Small Cap Growth
Actual	$ 1,000.00	$ 1,152.00	$ 3.32^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36^C
Institutional Class
Actual	$ 1,000.00	$ 1,151.00	$ 3.31^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36^C

^A 5% return per year before expenses

	Annualized Expense Ratio
Class A	1.50%
Class T	1.75%
Class B	2.25%
Class C	2.25%
Small Cap Growth	1.25%
Institutional Class	1.25%

Semiannual Report

Investment Summary

Top Ten Stocks as of January 31, 2005
	% of fund's net assets
Quicksilver Resources, Inc.	4.4
EVCI Career Colleges, Inc.	4.4
Collegiate Pacific, Inc.	3.8
Lionbridge Technologies, Inc.	3.0
Pediatrix Medical Group, Inc.	2.6
Career Education Corp.	2.3
Range Resources Corp.	1.9
Pacific Sunwear of California, Inc.	1.8
ICON PLC sponsored ADR	1.8
Big 5 Sporting Goods Corp.	1.6
	27.6
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets
Consumer Discretionary	20.5
Information Technology	17.6
Energy	16.8
Health Care	14.5
Industrials	11.9

Asset Allocation (% of fund's net assets)
As of January 31, 2005*
	Stocks 90.5%
	Short-Term Investments and Net Other Assets 9.5%
* Foreign investments		14.8%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.5%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 20.5%
Hotels, Restaurants & Leisure - 4.4%
Ambassadors Group, Inc.	3,200		$ 108,800
Brinker International, Inc. (a)	1,900		71,459
Buffalo Wild Wings, Inc. (a)	1,900		76,931
Century Casinos, Inc. (a)	147,478		1,234,391
Ctrip.com International Ltd. ADR (a)	14,000		576,786
Friendly Ice Cream Corp. (a)	7,700		67,221
Penn National Gaming, Inc. (a)	3,200		209,888
Sportingbet PLC (a)	300,000		1,347,573
			3,693,049
Household Durables - 1.6%
Interface, Inc. Class A (a)	69,700		657,271
Jarden Corp. (a)	15,000		690,000
			1,347,271
Internet & Catalog Retail - 4.7%
Blue Nile, Inc.	25,900		725,200
Collegiate Pacific, Inc.	242,900		3,184,419
			3,909,619
Leisure Equipment & Products - 0.8%
RC2 Corp. (a)	22,800		660,060
Multiline Retail - 0.4%
Tuesday Morning Corp. (a)	12,300		353,379
Specialty Retail - 7.3%
Big 5 Sporting Goods Corp.	50,100		1,371,738
Cost Plus, Inc. (a)	23,500		616,405
Hibbett Sporting Goods, Inc. (a)	19,500		503,100
Hot Topic, Inc. (a)	10,500		203,490
Jos. A. Bank Clothiers, Inc. (a)	13,000		373,100
Pacific Sunwear of California, Inc. (a)	62,400		1,528,176
RONA, Inc. (a)	22,000		800,548
Select Comfort Corp. (a)	27,500		538,175
Steiner Leisure Ltd. (a)	6,100		189,216
			6,123,948
Textiles, Apparel & Luxury Goods - 1.3%
Bijou Brigitte Modische Accessoires AG	1,665		251,413
Carter's, Inc. (a)	7,300		266,888
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Lakeland Industries, Inc. (a)	20,300		$ 400,925
Oxford Industries, Inc.	4,100		152,438
			1,071,664
TOTAL CONSUMER DISCRETIONARY			17,158,990
CONSUMER STAPLES - 2.6%
Beverages - 0.5%
C&C Group PLC	100,000		422,302
Food & Staples Retailing - 0.6%
Caffe Nero Group PLC (a)	199,000		462,874
Food Products - 0.5%
Poore Brothers, Inc. (a)	47,100		158,727
Rocky Mountain Chocolate Factory, Inc.	14,100		235,188
			393,915
Personal Products - 1.0%
NBTY, Inc. (a)	31,800		870,684
TOTAL CONSUMER STAPLES			2,149,775
ENERGY - 16.8%
Energy Equipment & Services - 3.1%
AKITA Drilling Ltd. Class A (non-vtg.)	32,000		701,342
Oil States International, Inc. (a)	29,200		556,260
Pason Systems, Inc.	39,800		1,235,001
Superior Energy Services, Inc. (a)	5,300		84,376
			2,576,979
Oil & Gas - 13.7%
Blackrock Ventures, Inc. (a)	70,000		545,425
Denbury Resources, Inc. (a)	28,700		838,040
Encore Acquisition Co. (a)	19,200		716,160
Forest Oil Corp. (a)	34,000		1,145,460
GMX Resources, Inc. (a)	35,400		295,590
Holly Corp.	44,700		1,352,622
Quicksilver Resources, Inc. (a)	83,500		3,709,904
Range Resources Corp.	71,000		1,575,490
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil & Gas - continued
Thunder Energy, Inc. (a)	107,000		$ 726,812
World Fuel Services Corp.	12,100		613,228
			11,518,731
TOTAL ENERGY			14,095,710
FINANCIALS - 5.4%
Commercial Banks - 1.0%
Center Financial Corp., California	37,600		782,456
Nara Bancorp, Inc.	6,000		119,700
			902,156
Insurance - 4.3%
Hilb Rogal & Hobbs Co.	13,800		490,728
IPC Holdings Ltd.	9,000		379,890
PXRE Group Ltd.	17,615		457,109
Specialty Underwriters' Alliance, Inc.	50,700		495,339
United America Indemnity Ltd. Class A	41,700		750,600
USI Holdings Corp. (a)	90,100		1,018,130
			3,591,796
Thrifts & Mortgage Finance - 0.1%
W Holding Co., Inc.	5,508		71,824
TOTAL FINANCIALS			4,565,776
HEALTH CARE - 14.5%
Health Care Equipment & Supplies - 2.8%
DJ Orthopedics, Inc. (a)	41,000		990,150
Enpath Medical, Inc. (a)	17,000		173,570
Kensey Nash Corp. (a)	9,300		300,297
Mentor Corp.	2,700		84,537
Orthofix International NV (a)	1,900		75,962
Regeneration Technologies, Inc. (a)	68,900		708,637
			2,333,153
Health Care Providers & Services - 11.7%
America Service Group, Inc. (a)	23,900		655,577
American Dental Partners, Inc. (a)	16,800		338,520
AmSurg Corp. (a)	42,300		1,117,143
Bio-Reference Laboratories, Inc. (a)	11,200		159,152
Cedara Software Corp. (a)	17,200		182,942
DaVita, Inc. (a)	14,100		591,636
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Horizon Health Corp. (a)	17,700		$ 538,965
ICON PLC sponsored ADR (a)	42,500		1,492,600
LCA-Vision, Inc.	10,000		266,500
Medtox Scientific, Inc. (a)	50,300		412,460
Molina Healthcare, Inc. (a)	11,330		563,441
Omnicare, Inc.	21,400		658,050
Pediatrix Medical Group, Inc. (a)	33,000		2,204,070
Per-Se Technologies, Inc. (a)	46,400		677,440
			9,858,496
TOTAL HEALTH CARE			12,191,649
INDUSTRIALS - 11.9%
Aerospace & Defense - 1.5%
BE Aerospace, Inc. (a)	26,000		280,540
DRS Technologies, Inc. (a)	5,800		235,480
SI International, Inc. (a)	28,700		734,720
			1,250,740
Commercial Services & Supplies - 9.2%
Career Education Corp. (a)	49,000		1,974,210
Corinthian Colleges, Inc. (a)	41,700		801,891
EVCI Career Colleges, Inc. (a)	412,606		3,676,319
Exponent, Inc. (a)	2,595		64,745
Learning Care Group, Inc. (a)	62,120		227,359
The Geo Group, Inc. (a)	31,600		946,420
			7,690,944
Construction & Engineering - 0.2%
Infrasource Services, Inc.	14,100		170,610
Electrical Equipment - 0.2%
A.O. Smith Corp.	7,200		195,192
Machinery - 0.5%
The Weir Group PLC	20,000		123,363
Watts Water Technologies, Inc. Class A	7,500		240,375
			363,738
Marine - 0.3%
Alexander & Baldwin, Inc.	6,000		276,000
TOTAL INDUSTRIALS			9,947,224
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - 17.6%
Communications Equipment - 0.2%
NETGEAR, Inc. (a)	8,900		$ 133,856
Electronic Equipment & Instruments - 2.4%
Aeroflex, Inc. (a)	25,700		247,234
Arrow Electronics, Inc. (a)	26,200		618,582
Bell Microproducts, Inc. (a)	9,550		77,451
Leica Geosystems AG (a)	465		138,841
Measurement Specialties, Inc. (a)	36,500		937,685
			2,019,793
Internet Software & Services - 4.4%
Akamai Technologies, Inc. (a)	75,800		992,980
Cryptologic, Inc.	13,200		326,636
Homestore, Inc. (a)	75,000		177,000
iMergent, Inc. (a)	50,400		1,063,440
Intermix Media, Inc. (a)	60,000		391,800
j2 Global Communications, Inc. (a)	11,900		386,512
Marchex, Inc. Class B	3,900		70,239
Sina Corp. (a)	6,000		159,000
Vitria Technology, Inc. (a)	26,400		108,240
			3,675,847
IT Services - 5.0%
BearingPoint, Inc. (a)	48,800		385,032
Lionbridge Technologies, Inc. (a)	399,946		2,511,661
Tyler Technologies, Inc. (a)	173,200		1,324,980
			4,221,673
Semiconductors & Semiconductor Equipment - 3.1%
ATMI, Inc. (a)	10,000		227,300
Axcelis Technologies, Inc. (a)	26,000		194,220
Cascade Microtech, Inc.	12,300		130,380
Exar Corp. (a)	1,800		25,866
Fairchild Semiconductor International, Inc. (a)	40,700		580,789
FormFactor, Inc. (a)	9,000		204,930
Integrated Device Technology, Inc. (a)	34,300		402,682
Microsemi Corp. (a)	8,900		137,327
O2Micro International Ltd. (a)	300		2,661
ON Semiconductor Corp. (a)	12,200		44,652
Pericom Semiconductor Corp. (a)	17,900		150,181
Varian Semiconductor Equipment Associates, Inc. (a)	13,800		473,064
			2,574,052
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - 2.5%
DATATRAK International, Inc. (a)	2,200		$ 23,826
DATATRAK International, Inc. (a)(b)	10,000		92,055
DATATRAK International, Inc. warrants 12/31/49 (a)(b)	1,500		0
Moldflow Corp. (a)	21,000		354,900
MSC.Software Corp. (a)	17,900		184,549
Pegasystems, Inc. (a)	26,900		182,113
Pervasive Software, Inc. (a)	36,200		146,610
Phase Forward, Inc.	163,900		1,111,242
			2,095,295
TOTAL INFORMATION TECHNOLOGY			14,720,516
MATERIALS - 1.2%
Metals & Mining - 0.9%
Apex Silver Mines Ltd. (a)	14,000		226,240
Goldcorp, Inc.	17,000		238,894
Meridian Gold, Inc. (a)	17,000		312,316
			777,450
Paper & Forest Products - 0.3%
Sino-Forest Corp. (a)	74,041		247,589
TOTAL MATERIALS			1,025,039
TOTAL COMMON STOCKS (Cost $71,172,341)		75,854,679
Cash Equivalents - 11.8%
	Maturity Amount
Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.45%, dated 1/31/05 due 2/1/05) (c) (Cost $9,895,000)	$ 9,895,672		$ 9,895,000
TOTAL INVESTMENT PORTFOLIO - 102.3% (Cost $81,067,341)			85,749,679
NET OTHER ASSETS - (2.3)%			(1,895,075)
NET ASSETS - 100%		$ 83,854,604

Legend

(a) Non-income producing

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
DATATRAK International, Inc.	12/27/04	$ 95,000
DATATRAK International, Inc. warrants 12/31/49	12/27/04	$ 0

Repurchase Agreement/ Counterparty	Value
$9,895,000 due 2/1/05 at 2.45%:
Banc of America Securites LLC	$ 1,289,357
Barclays Capital Inc.	1,482,761
Bear Stearns & Co. Inc.	644,679
Credit Suisse First Boston LLC	1,289,357
Deutsche Bank Securities Inc.	1,934,036
J.P. Morgan Securities, Inc.	644,679
Lehman Brothers Inc.	277,212
Morgan Stanley & Co. Incorporated	386,230
BNP Paribas Securities Corp.	1,934,036
UBS Securities LLC	12,653
	$ 9,895,000

Other Information

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

United States of America	85.2%
Canada	6.4%
United Kingdom	2.4%
Ireland	2.3%
Cayman Islands	1.8%
Bermuda	1.0%
Others (individually less than 1%)	0.9%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

January 31, 2005 (Unaudited)

Assets
Investment in securities, at value (including repurchase agreements of $9,895,000) (cost $81,067,341) - See accompanying schedule		$ 85,749,679
Cash		402
Foreign currency held at value (cost $34,077)		34,039
Receivable for investments sold		296,580
Receivable for fund shares sold		1,003,904
Dividends receivable		1,272
Prepaid expenses		69,563
Receivable from investment adviser for expense reductions		5,265
Other affiliated receivables		894
Other receivables		15,572
Total assets		87,177,170

Liabilities
Payable for investments purchased	$ 3,188,305
Payable for fund shares redeemed	59,636
Accrued management fee	42,777
Distribution fees payable	2,755
Other affiliated payables	14,271
Other payables and accrued expenses	14,822
Total liabilities		3,322,566

Net Assets		$ 83,854,604
Net Assets consist of:
Paid in capital		$ 78,977,678
Accumulated net investment loss		(76,926)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		271,551
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,682,301
Net Assets		$ 83,854,604

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

Semiannual Report

Statement of Assets and Liabilities - continued

January 31, 2005 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($1,392,675 ÷ 121,025 shares)		$ 11.51

Maximum offering price per share (100/94.25 of $11.51)		$ 12.21
Class T: Net Asset Value and redemption price per share ($2,217,068 ÷ 192,771 shares)		$ 11.50

Maximum offering price per share (100/96.50 of $11.50)		$ 11.92
Class B: Net Asset Value and offering price per share ($867,719 ÷ 75,554 shares) ^A		$ 11.48

Class C: Net Asset Value and offering price per share ($1,286,165 ÷ 111,985 shares) ^A		$ 11.49

Small Cap Growth: Net Asset Value, offering price and redemption price per share ($76,979,093 ÷ 6,682,330 shares)		$ 11.52

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,111,884 ÷ 96,575 shares)		$ 11.51

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Statement of Operations

For the period November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)

Investment Income
Dividends		$ 20,978
Interest		36,181
Total income		57,159

Expenses
Management fee	$ 83,521
Transfer agent fees	30,566
Distribution fees	6,700
Accounting fees and expenses	7,681
Non-interested trustees' compensation	27
Custodian fees and expenses	9,985
Registration fees	30,108
Audit	11,607
Legal	10
Total expenses before reductions	180,205
Expense reductions	(46,120)	134,085
Net investment income (loss)		(76,926)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	275,347
Foreign currency transactions	(3,796)
Total net realized gain (loss)		271,551
Change in net unrealized appreciation (depreciation) on: Investment securities	4,682,338
Assets and liabilities in foreign currencies	(37)
Total change in net unrealized appreciation (depreciation)		4,682,301
Net gain (loss)		4,953,852
Net increase (decrease) in net assets resulting from operations		$ 4,876,926

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

Semiannual Report

Statement of Changes in Net Assets

	For the period November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (76,926)
Net realized gain (loss)	271,551
Change in net unrealized appreciation (depreciation)	4,682,301
Net increase (decrease) in net assets resulting from operations	4,876,926
Share transactions - net increase (decrease)	78,956,576
Redemption fees	21,102
Total increase (decrease) in net assets	83,854,604

Net Assets
Beginning of period	-
End of period (including accumulated net investment loss of $76,926)	$ 83,854,604

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

Semiannual Report

Financial Highlights - Class A

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.51
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.51
Total Return^{B, C, D}	15.10%
Ratios to Average Net Assets^G
Expenses before expense reductions	1.88% ^A
Expenses net of voluntary waivers, if any	1.50% ^A
Expenses net of all reductions	1.36% ^A
Net investment income (loss)	(.86)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,393
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.03)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.50
Redemption fees added to paid in capital ^E	-
Net asset value, end of period	$ 11.50
Total Return^{B, C, D}	15.00%
Ratios to Average Net Assets^G
Expenses before expense reductions	2.10% ^A
Expenses net of voluntary waivers, if any	1.75% ^A
Expenses net of all reductions	1.61% ^A
Net investment income (loss)	(1.11)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,217
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

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

Semiannual Report

Financial Highlights - Class B

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.04)
Net realized and unrealized gain (loss)	1.52
Total from investment operations	1.48
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.48
Total Return^{B, C, D}	14.80%
Ratios to Average Net Assets^G
Expenses before expense reductions	2.71% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.11% ^A
Net investment income (loss)	(1.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 868
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.04)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.49
Redemption fees added to paid in capital ^E	-
Net asset value, end of period	$ 11.49
Total Return^{B, C, D}	14.90%
Ratios to Average Net Assets^G
Expenses before expense reductions	2.64% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.11% ^A
Net investment income (loss)	(1.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,286
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

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

Semiannual Report

Financial Highlights - Small Cap Growth

	Period ended January 31, 2005 ^E (Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.02)
Net realized and unrealized gain (loss)	1.54
Total from investment operations	1.52
Redemption fees added to paid in capital ^D	- ^G
Net asset value, end of period	$ 11.52
Total Return^{B, C}	15.20%
Ratios to Average Net Assets^F
Expenses before expense reductions	1.50% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.11% ^A
Net investment income (loss)	(.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 76,979
Portfolio turnover rate	49% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^G Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Period ended January 31, 2005 ^E(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.02)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.51
Redemption fees added to paid in capital ^D	-
Net asset value, end of period	$ 11.51
Total Return^{B, C}	15.10%
Ratios to Average Net Assets^F
Expenses before expense reductions	1.59% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.11% ^A
Net investment income (loss)	(.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,112
Portfolio turnover rate	49% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

1. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Foreign Currency - continued

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. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 6,146,534
Unrealized depreciation	(1,464,196)
Net unrealized appreciation (depreciation)	$ 4,682,338
Cost for federal income tax purposes	$ 81,067,341

2. Operating Policies.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $75,829,046 and $4,932,053, respectively.

Semiannual Report

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 .45% of the fund's average net assets and a group fee rate that averaged .27% 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 investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index. The fund's performance adjustment will not take effect until November 1, 2005. Subsequent months will be added until the performance period includes 36 months. For the period, the total annualized management fee rate was .72% of the fund's average net assets.

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	0%	.25%	$ 648	$ 386
Class T	.25%	.25%	2,020	742
Class B	.75%	.25%	1,792	1,738
Class C	.75%	.25%	2,240	1,988
			$ 6,700	$ 4,854

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 1,683
Class T	772
Class B*	7
Class C*	-
	$ 2,462

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

	Amount	% of Average Net Assets
Class A	$ 585	.23*
Class T	1,039	.26*
Class B	426	.24*
Class C	503	.23*
Small Cap Growth	27,654	.27*
Institutional Class	359	.17*
	$ 30,566

* Annualized

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Expense Reductions.

	Expense Limitations	Reimbursement from adviser
Class A	1.50%	$ 985
Class T	1.75%	1,409
Class B	2.25%	816
Class C	2.25%	869
Small Cap Growth	1.25%	25,756
Institutional Class	1.25%	713
		$ 30,548

6. Other.

At the end of the period, one otherwise unaffiliated shareholder was the owner of record of 12% of the outstanding shares of the fund.

Semiannual Report

7. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Dollars
	For the period November 3, 2004 (commencement of operations) to January 31, 2005	For the period November 3, 2004 (commencement of operations) to January 31, 2005
Class A
Shares sold	121,341	$ 1,256,152
Shares redeemed	(316)	(3,547)
Net increase (decrease)	121,025	$ 1,252,605
Class T
Shares sold	192,771	$ 2,026,359
Shares redeemed	-	-
Net increase (decrease)	192,771	$ 2,026,359
Class B
Shares sold	75,583	$ 770,623
Shares redeemed	(29)	(316)
Net increase (decrease)	75,554	$ 770,307
Class C
Shares sold	111,985	$ 1,174,349
Shares redeemed	-	-
Net increase (decrease)	111,985	$ 1,174,349
Small Cap Growth
Shares sold	6,813,279	$ 74,190,613
Shares redeemed	(130,949)	(1,461,306)
Net increase (decrease)	6,682,330	$ 72,729,307
Institutional Class
Shares sold	96,575	$ 1,003,649
Shares redeemed	-	-
Net increase (decrease)	96,575	$ 1,003,649

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) 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 Investments Institutional
Operations Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

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

ASCPI-USAN-0305
1.803724.100

Fidelity®

Small Cap Growth

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Summary	6	A summary of major shifts in the fund's investments over the past six months.
Investments	7	A complete list of the fund's investments with their market values.
Financial Statements	14	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	24	Notes to the financial statements.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the fund's most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value	Ending Account Value January 31, 2005	Expenses Paid During Period
Class A
Actual	$ 1,000.00	$ 1,151.00	$ 3.98^B
Hypothetical^A	$ 1,000.00	$ 1,017.64	$ 7.63^C
Class T
Actual	$ 1,000.00	$ 1,150.00	$ 4.64^B
Hypothetical^A	$ 1,000.00	$ 1,016.38	$ 8.89^C
Class B
Actual	$ 1,000.00	$ 1,148.00	$ 5.96^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42^C
Class C
Actual	$ 1,000.00	$ 1,149.00	$ 5.96^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42^C
Small Cap Growth
Actual	$ 1,000.00	$ 1,152.00	$ 3.32^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36^C
Institutional Class
Actual	$ 1,000.00	$ 1,151.00	$ 3.31^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36^C

^A 5% return per year before expenses

	Annualized Expense Ratio
Class A	1.50%
Class T	1.75%
Class B	2.25%
Class C	2.25%
Small Cap Growth	1.25%
Institutional Class	1.25%

Semiannual Report

Investment Summary

Top Ten Stocks as of January 31, 2005
	% of fund's net assets
Quicksilver Resources, Inc.	4.4
EVCI Career Colleges, Inc.	4.4
Collegiate Pacific, Inc.	3.8
Lionbridge Technologies, Inc.	3.0
Pediatrix Medical Group, Inc.	2.6
Career Education Corp.	2.3
Range Resources Corp.	1.9
Pacific Sunwear of California, Inc.	1.8
ICON PLC sponsored ADR	1.8
Big 5 Sporting Goods Corp.	1.6
	27.6
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets
Consumer Discretionary	20.5
Information Technology	17.6
Energy	16.8
Health Care	14.5
Industrials	11.9

Asset Allocation (% of fund's net assets)
As of January 31, 2005*
	Stocks 90.5%
	Short-Term Investments and Net Other Assets 9.5%
* Foreign investments		14.8%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.5%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 20.5%
Hotels, Restaurants & Leisure - 4.4%
Ambassadors Group, Inc.	3,200		$ 108,800
Brinker International, Inc. (a)	1,900		71,459
Buffalo Wild Wings, Inc. (a)	1,900		76,931
Century Casinos, Inc. (a)	147,478		1,234,391
Ctrip.com International Ltd. ADR (a)	14,000		576,786
Friendly Ice Cream Corp. (a)	7,700		67,221
Penn National Gaming, Inc. (a)	3,200		209,888
Sportingbet PLC (a)	300,000		1,347,573
			3,693,049
Household Durables - 1.6%
Interface, Inc. Class A (a)	69,700		657,271
Jarden Corp. (a)	15,000		690,000
			1,347,271
Internet & Catalog Retail - 4.7%
Blue Nile, Inc.	25,900		725,200
Collegiate Pacific, Inc.	242,900		3,184,419
			3,909,619
Leisure Equipment & Products - 0.8%
RC2 Corp. (a)	22,800		660,060
Multiline Retail - 0.4%
Tuesday Morning Corp. (a)	12,300		353,379
Specialty Retail - 7.3%
Big 5 Sporting Goods Corp.	50,100		1,371,738
Cost Plus, Inc. (a)	23,500		616,405
Hibbett Sporting Goods, Inc. (a)	19,500		503,100
Hot Topic, Inc. (a)	10,500		203,490
Jos. A. Bank Clothiers, Inc. (a)	13,000		373,100
Pacific Sunwear of California, Inc. (a)	62,400		1,528,176
RONA, Inc. (a)	22,000		800,548
Select Comfort Corp. (a)	27,500		538,175
Steiner Leisure Ltd. (a)	6,100		189,216
			6,123,948
Textiles, Apparel & Luxury Goods - 1.3%
Bijou Brigitte Modische Accessoires AG	1,665		251,413
Carter's, Inc. (a)	7,300		266,888
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Lakeland Industries, Inc. (a)	20,300		$ 400,925
Oxford Industries, Inc.	4,100		152,438
			1,071,664
TOTAL CONSUMER DISCRETIONARY			17,158,990
CONSUMER STAPLES - 2.6%
Beverages - 0.5%
C&C Group PLC	100,000		422,302
Food & Staples Retailing - 0.6%
Caffe Nero Group PLC (a)	199,000		462,874
Food Products - 0.5%
Poore Brothers, Inc. (a)	47,100		158,727
Rocky Mountain Chocolate Factory, Inc.	14,100		235,188
			393,915
Personal Products - 1.0%
NBTY, Inc. (a)	31,800		870,684
TOTAL CONSUMER STAPLES			2,149,775
ENERGY - 16.8%
Energy Equipment & Services - 3.1%
AKITA Drilling Ltd. Class A (non-vtg.)	32,000		701,342
Oil States International, Inc. (a)	29,200		556,260
Pason Systems, Inc.	39,800		1,235,001
Superior Energy Services, Inc. (a)	5,300		84,376
			2,576,979
Oil & Gas - 13.7%
Blackrock Ventures, Inc. (a)	70,000		545,425
Denbury Resources, Inc. (a)	28,700		838,040
Encore Acquisition Co. (a)	19,200		716,160
Forest Oil Corp. (a)	34,000		1,145,460
GMX Resources, Inc. (a)	35,400		295,590
Holly Corp.	44,700		1,352,622
Quicksilver Resources, Inc. (a)	83,500		3,709,904
Range Resources Corp.	71,000		1,575,490
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil & Gas - continued
Thunder Energy, Inc. (a)	107,000		$ 726,812
World Fuel Services Corp.	12,100		613,228
			11,518,731
TOTAL ENERGY			14,095,710
FINANCIALS - 5.4%
Commercial Banks - 1.0%
Center Financial Corp., California	37,600		782,456
Nara Bancorp, Inc.	6,000		119,700
			902,156
Insurance - 4.3%
Hilb Rogal & Hobbs Co.	13,800		490,728
IPC Holdings Ltd.	9,000		379,890
PXRE Group Ltd.	17,615		457,109
Specialty Underwriters' Alliance, Inc.	50,700		495,339
United America Indemnity Ltd. Class A	41,700		750,600
USI Holdings Corp. (a)	90,100		1,018,130
			3,591,796
Thrifts & Mortgage Finance - 0.1%
W Holding Co., Inc.	5,508		71,824
TOTAL FINANCIALS			4,565,776
HEALTH CARE - 14.5%
Health Care Equipment & Supplies - 2.8%
DJ Orthopedics, Inc. (a)	41,000		990,150
Enpath Medical, Inc. (a)	17,000		173,570
Kensey Nash Corp. (a)	9,300		300,297
Mentor Corp.	2,700		84,537
Orthofix International NV (a)	1,900		75,962
Regeneration Technologies, Inc. (a)	68,900		708,637
			2,333,153
Health Care Providers & Services - 11.7%
America Service Group, Inc. (a)	23,900		655,577
American Dental Partners, Inc. (a)	16,800		338,520
AmSurg Corp. (a)	42,300		1,117,143
Bio-Reference Laboratories, Inc. (a)	11,200		159,152
Cedara Software Corp. (a)	17,200		182,942
DaVita, Inc. (a)	14,100		591,636
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Horizon Health Corp. (a)	17,700		$ 538,965
ICON PLC sponsored ADR (a)	42,500		1,492,600
LCA-Vision, Inc.	10,000		266,500
Medtox Scientific, Inc. (a)	50,300		412,460
Molina Healthcare, Inc. (a)	11,330		563,441
Omnicare, Inc.	21,400		658,050
Pediatrix Medical Group, Inc. (a)	33,000		2,204,070
Per-Se Technologies, Inc. (a)	46,400		677,440
			9,858,496
TOTAL HEALTH CARE			12,191,649
INDUSTRIALS - 11.9%
Aerospace & Defense - 1.5%
BE Aerospace, Inc. (a)	26,000		280,540
DRS Technologies, Inc. (a)	5,800		235,480
SI International, Inc. (a)	28,700		734,720
			1,250,740
Commercial Services & Supplies - 9.2%
Career Education Corp. (a)	49,000		1,974,210
Corinthian Colleges, Inc. (a)	41,700		801,891
EVCI Career Colleges, Inc. (a)	412,606		3,676,319
Exponent, Inc. (a)	2,595		64,745
Learning Care Group, Inc. (a)	62,120		227,359
The Geo Group, Inc. (a)	31,600		946,420
			7,690,944
Construction & Engineering - 0.2%
Infrasource Services, Inc.	14,100		170,610
Electrical Equipment - 0.2%
A.O. Smith Corp.	7,200		195,192
Machinery - 0.5%
The Weir Group PLC	20,000		123,363
Watts Water Technologies, Inc. Class A	7,500		240,375
			363,738
Marine - 0.3%
Alexander & Baldwin, Inc.	6,000		276,000
TOTAL INDUSTRIALS			9,947,224
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - 17.6%
Communications Equipment - 0.2%
NETGEAR, Inc. (a)	8,900		$ 133,856
Electronic Equipment & Instruments - 2.4%
Aeroflex, Inc. (a)	25,700		247,234
Arrow Electronics, Inc. (a)	26,200		618,582
Bell Microproducts, Inc. (a)	9,550		77,451
Leica Geosystems AG (a)	465		138,841
Measurement Specialties, Inc. (a)	36,500		937,685
			2,019,793
Internet Software & Services - 4.4%
Akamai Technologies, Inc. (a)	75,800		992,980
Cryptologic, Inc.	13,200		326,636
Homestore, Inc. (a)	75,000		177,000
iMergent, Inc. (a)	50,400		1,063,440
Intermix Media, Inc. (a)	60,000		391,800
j2 Global Communications, Inc. (a)	11,900		386,512
Marchex, Inc. Class B	3,900		70,239
Sina Corp. (a)	6,000		159,000
Vitria Technology, Inc. (a)	26,400		108,240
			3,675,847
IT Services - 5.0%
BearingPoint, Inc. (a)	48,800		385,032
Lionbridge Technologies, Inc. (a)	399,946		2,511,661
Tyler Technologies, Inc. (a)	173,200		1,324,980
			4,221,673
Semiconductors & Semiconductor Equipment - 3.1%
ATMI, Inc. (a)	10,000		227,300
Axcelis Technologies, Inc. (a)	26,000		194,220
Cascade Microtech, Inc.	12,300		130,380
Exar Corp. (a)	1,800		25,866
Fairchild Semiconductor International, Inc. (a)	40,700		580,789
FormFactor, Inc. (a)	9,000		204,930
Integrated Device Technology, Inc. (a)	34,300		402,682
Microsemi Corp. (a)	8,900		137,327
O2Micro International Ltd. (a)	300		2,661
ON Semiconductor Corp. (a)	12,200		44,652
Pericom Semiconductor Corp. (a)	17,900		150,181
Varian Semiconductor Equipment Associates, Inc. (a)	13,800		473,064
			2,574,052
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - 2.5%
DATATRAK International, Inc. (a)	2,200		$ 23,826
DATATRAK International, Inc. (a)(b)	10,000		92,055
DATATRAK International, Inc. warrants 12/31/49 (a)(b)	1,500		0
Moldflow Corp. (a)	21,000		354,900
MSC.Software Corp. (a)	17,900		184,549
Pegasystems, Inc. (a)	26,900		182,113
Pervasive Software, Inc. (a)	36,200		146,610
Phase Forward, Inc.	163,900		1,111,242
			2,095,295
TOTAL INFORMATION TECHNOLOGY			14,720,516
MATERIALS - 1.2%
Metals & Mining - 0.9%
Apex Silver Mines Ltd. (a)	14,000		226,240
Goldcorp, Inc.	17,000		238,894
Meridian Gold, Inc. (a)	17,000		312,316
			777,450
Paper & Forest Products - 0.3%
Sino-Forest Corp. (a)	74,041		247,589
TOTAL MATERIALS			1,025,039
TOTAL COMMON STOCKS (Cost $71,172,341)		75,854,679
Cash Equivalents - 11.8%
	Maturity Amount
Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.45%, dated 1/31/05 due 2/1/05) (c) (Cost $9,895,000)	$ 9,895,672		$ 9,895,000
TOTAL INVESTMENT PORTFOLIO - 102.3% (Cost $81,067,341)			85,749,679
NET OTHER ASSETS - (2.3)%			(1,895,075)
NET ASSETS - 100%		$ 83,854,604

Legend

(a) Non-income producing

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
DATATRAK International, Inc.	12/27/04	$ 95,000
DATATRAK International, Inc. warrants 12/31/49	12/27/04	$ 0

Repurchase Agreement/ Counterparty	Value
$9,895,000 due 2/1/05 at 2.45%:
Banc of America Securites LLC	$ 1,289,357
Barclays Capital Inc.	1,482,761
Bear Stearns & Co. Inc.	644,679
Credit Suisse First Boston LLC	1,289,357
Deutsche Bank Securities Inc.	1,934,036
J.P. Morgan Securities, Inc.	644,679
Lehman Brothers Inc.	277,212
Morgan Stanley & Co. Incorporated	386,230
BNP Paribas Securities Corp.	1,934,036
UBS Securities LLC	12,653
	$ 9,895,000

Other Information

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

United States of America	85.2%
Canada	6.4%
United Kingdom	2.4%
Ireland	2.3%
Cayman Islands	1.8%
Bermuda	1.0%
Others (individually less than 1%)	0.9%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

January 31, 2005 (Unaudited)

Assets
Investment in securities, at value (including repurchase agreements of $9,895,000) (cost $81,067,341) - See accompanying schedule		$ 85,749,679
Cash		402
Foreign currency held at value (cost $34,077)		34,039
Receivable for investments sold		296,580
Receivable for fund shares sold		1,003,904
Dividends receivable		1,272
Prepaid expenses		69,563
Receivable from investment adviser for expense reductions		5,265
Other affiliated receivables		894
Other receivables		15,572
Total assets		87,177,170

Liabilities
Payable for investments purchased	$ 3,188,305
Payable for fund shares redeemed	59,636
Accrued management fee	42,777
Distribution fees payable	2,755
Other affiliated payables	14,271
Other payables and accrued expenses	14,822
Total liabilities		3,322,566

Net Assets		$ 83,854,604
Net Assets consist of:
Paid in capital		$ 78,977,678
Accumulated net investment loss		(76,926)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		271,551
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,682,301
Net Assets		$ 83,854,604

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

Semiannual Report

Statement of Assets and Liabilities - continued

January 31, 2005 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($1,392,675 ÷ 121,025 shares)		$ 11.51

Maximum offering price per share (100/94.25 of $11.51)		$ 12.21
Class T: Net Asset Value and redemption price per share ($2,217,068 ÷ 192,771 shares)		$ 11.50

Maximum offering price per share (100/96.50 of $11.50)		$ 11.92
Class B: Net Asset Value and offering price per share ($867,719 ÷ 75,554 shares) ^A		$ 11.48

Class C: Net Asset Value and offering price per share ($1,286,165 ÷ 111,985 shares) ^A		$ 11.49

Small Cap Growth: Net Asset Value, offering price and redemption price per share ($76,979,093 ÷ 6,682,330 shares)		$ 11.52

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,111,884 ÷ 96,575 shares)		$ 11.51

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Statement of Operations

For the period November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)

Investment Income
Dividends		$ 20,978
Interest		36,181
Total income		57,159

Expenses
Management fee	$ 83,521
Transfer agent fees	30,566
Distribution fees	6,700
Accounting fees and expenses	7,681
Non-interested trustees' compensation	27
Custodian fees and expenses	9,985
Registration fees	30,108
Audit	11,607
Legal	10
Total expenses before reductions	180,205
Expense reductions	(46,120)	134,085
Net investment income (loss)		(76,926)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	275,347
Foreign currency transactions	(3,796)
Total net realized gain (loss)		271,551
Change in net unrealized appreciation (depreciation) on: Investment securities	4,682,338
Assets and liabilities in foreign currencies	(37)
Total change in net unrealized appreciation (depreciation)		4,682,301
Net gain (loss)		4,953,852
Net increase (decrease) in net assets resulting from operations		$ 4,876,926

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

Semiannual Report

Statement of Changes in Net Assets

	For the period November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (76,926)
Net realized gain (loss)	271,551
Change in net unrealized appreciation (depreciation)	4,682,301
Net increase (decrease) in net assets resulting from operations	4,876,926
Share transactions - net increase (decrease)	78,956,576
Redemption fees	21,102
Total increase (decrease) in net assets	83,854,604

Net Assets
Beginning of period	-
End of period (including accumulated net investment loss of $76,926)	$ 83,854,604

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

Semiannual Report

Financial Highlights - Class A

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.51
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.51
Total Return^{B, C, D}	15.10%
Ratios to Average Net Assets^G
Expenses before expense reductions	1.88% ^A
Expenses net of voluntary waivers, if any	1.50% ^A
Expenses net of all reductions	1.36% ^A
Net investment income (loss)	(.86)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,393
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.03)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.50
Redemption fees added to paid in capital ^E	-
Net asset value, end of period	$ 11.50
Total Return^{B, C, D}	15.00%
Ratios to Average Net Assets^G
Expenses before expense reductions	2.10% ^A
Expenses net of voluntary waivers, if any	1.75% ^A
Expenses net of all reductions	1.61% ^A
Net investment income (loss)	(1.11)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,217
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

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

Semiannual Report

Financial Highlights - Class B

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.04)
Net realized and unrealized gain (loss)	1.52
Total from investment operations	1.48
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.48
Total Return^{B, C, D}	14.80%
Ratios to Average Net Assets^G
Expenses before expense reductions	2.71% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.11% ^A
Net investment income (loss)	(1.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 868
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.04)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.49
Redemption fees added to paid in capital ^E	-
Net asset value, end of period	$ 11.49
Total Return^{B, C, D}	14.90%
Ratios to Average Net Assets^G
Expenses before expense reductions	2.64% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.11% ^A
Net investment income (loss)	(1.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,286
Portfolio turnover rate	49% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

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

Semiannual Report

Financial Highlights - Small Cap Growth

	Period ended January 31, 2005 ^E (Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.02)
Net realized and unrealized gain (loss)	1.54
Total from investment operations	1.52
Redemption fees added to paid in capital ^D	- ^G
Net asset value, end of period	$ 11.52
Total Return^{B, C}	15.20%
Ratios to Average Net Assets^F
Expenses before expense reductions	1.50% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.11% ^A
Net investment income (loss)	(.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 76,979
Portfolio turnover rate	49% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^G Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Period ended January 31, 2005 ^E(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.02)
Net realized and unrealized gain (loss)	1.53
Total from investment operations	1.51
Redemption fees added to paid in capital ^D	-
Net asset value, end of period	$ 11.51
Total Return^{B, C}	15.10%
Ratios to Average Net Assets^F
Expenses before expense reductions	1.59% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.11% ^A
Net investment income (loss)	(.61)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,112
Portfolio turnover rate	49% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

1. Significant Accounting Policies.

Semiannual Report

1. Significant Accounting Policies - continued

Foreign Currency - continued

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. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 6,146,534
Unrealized depreciation	(1,464,196)
Net unrealized appreciation (depreciation)	$ 4,682,338
Cost for federal income tax purposes	$ 81,067,341

2. Operating Policies.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $75,829,046 and $4,932,053, respectively.

Semiannual Report

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 .45% of the fund's average net assets and a group fee rate that averaged .27% 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 investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index. The fund's performance adjustment will not take effect until November 1, 2005. Subsequent months will be added until the performance period includes 36 months. For the period, the total annualized management fee rate was .72% of the fund's average net assets.

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	0%	.25%	$ 648	$ 386
Class T	.25%	.25%	2,020	742
Class B	.75%	.25%	1,792	1,738
Class C	.75%	.25%	2,240	1,988
			$ 6,700	$ 4,854

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 1,683
Class T	772
Class B*	7
Class C*	-
	$ 2,462

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

	Amount	% of Average Net Assets
Class A	$ 585	.23*
Class T	1,039	.26*
Class B	426	.24*
Class C	503	.23*
Small Cap Growth	27,654	.27*
Institutional Class	359	.17*
	$ 30,566

* Annualized

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Semiannual Report

5. Expense Reductions.

	Expense Limitations	Reimbursement from adviser
Class A	1.50%	$ 985
Class T	1.75%	1,409
Class B	2.25%	816
Class C	2.25%	869
Small Cap Growth	1.25%	25,756
Institutional Class	1.25%	713
		$ 30,548

6. Other.

At the end of the period, one otherwise unaffiliated shareholder was the owner of record of 12% of the outstanding shares of the fund.

Semiannual Report

7. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Dollars
	For the period November 3, 2004 (commencement of operations) to January 31, 2005	For the period November 3, 2004 (commencement of operations) to January 31, 2005
Class A
Shares sold	121,341	$ 1,256,152
Shares redeemed	(316)	(3,547)
Net increase (decrease)	121,025	$ 1,252,605
Class T
Shares sold	192,771	$ 2,026,359
Shares redeemed	-	-
Net increase (decrease)	192,771	$ 2,026,359
Class B
Shares sold	75,583	$ 770,623
Shares redeemed	(29)	(316)
Net increase (decrease)	75,554	$ 770,307
Class C
Shares sold	111,985	$ 1,174,349
Shares redeemed	-	-
Net increase (decrease)	111,985	$ 1,174,349
Small Cap Growth
Shares sold	6,813,279	$ 74,190,613
Shares redeemed	(130,949)	(1,461,306)
Net increase (decrease)	6,682,330	$ 72,729,307
Institutional Class
Shares sold	96,575	$ 1,003,649
Shares redeemed	-	-
Net increase (decrease)	96,575	$ 1,003,649

Semiannual Report

Managing Your Investments

By Phone

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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

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

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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(Fidelity Investment logo)(registered trademark)
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SCP-USAN-0305
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Fidelity®

Small Cap Value

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Summary	6	A summary of the fund's investments.
Investments	7	A complete list of the fund's investments with their market values.
Financial Statements	14	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	24	Notes to the financial statements.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value	Ending Account Value January 31, 2005	Expenses Paid During Period
Class A
Actual	$ 1,000.00	$ 1,109.50	$ 3.90 ^B
Hypothetical^A	$ 1,000.00	$ 1,017.64	$ 7.63 ^C
Class T
Actual	$ 1,000.00	$ 1,110.00	$ 4.55 ^B
Hypothetical^A	$ 1,000.00	$ 1,016.38	$ 8.89 ^C
Class B
Actual	$ 1,000.00	$ 1,108.00	$ 5.85 ^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42 ^C
Class C
Actual	$ 1,000.00	$ 1,108.00	$ 5.85 ^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42 ^C
Small Cap Value
Actual	$ 1,000.00	$ 1,110.50	$ 3.25 ^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36 ^C
Institutional Class
Actual	$ 1,000.00	$ 1,110.50	$ 3.25 ^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36 ^C

^A 5% return per year before expenses

	Annualized Expense Ratio
Class A	1.50%
Class T	1.75%
Class B	2.25%
Class C	2.25%
Small Cap Value	1.25%
Institutional Class	1.25%

Semiannual Report

Investment Summary

Top Ten Stocks as of January 31, 2005
	% of fund's net assets
Quicksilver Resources, Inc.	5.4
RC2 Corp.	4.9
Steven Madden Ltd.	2.3
Holly Corp.	2.1
Watts Water Technologies, Inc. Class A	1.9
Oxford Industries, Inc.	1.8
Pason Systems, Inc.	1.8
Jarden Corp.	1.6
Encore Acquisition Co.	1.5
Interface, Inc. Class A	1.4
	24.7
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets
Consumer Discretionary	28.4
Financials	20.7
Energy	17.6
Industrials	11.9
Health Care	5.4

Asset Allocation (% of fund's net assets)
As of January 31, 2005*
	Stocks 92.1%
	Short-Term Investments and Net Other Assets 7.9%
* Foreign investments		12.0%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.1%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 28.4%
Auto Components - 0.7%
Spartan Motors, Inc.	113,410		$ 1,254,315
Automobiles - 0.3%
National R.V. Holdings, Inc. (a)	57,700		615,659
Distributors - 0.4%
WESCO International, Inc. (a)	25,000		844,750
Hotels, Restaurants & Leisure - 3.7%
Ambassadors Group, Inc.	3,650		124,100
CBRL Group, Inc.	13,600		559,096
Cosi, Inc. (a)	147,200		883,200
Famous Dave's of America, Inc. (a)	89,900		1,069,810
Kerzner International Ltd. (a)	14,470		872,975
La Quinta Corp. unit (a)	106,300		923,747
Penn National Gaming, Inc. (a)	29,340		1,924,411
Wyndham International, Inc. Class A (a)	834,380		792,661
			7,150,000
Household Durables - 3.0%
Interface, Inc. Class A (a)	284,090		2,678,969
Jarden Corp. (a)	65,650		3,019,900
Lifetime Hoan Corp.	3,358		50,571
			5,749,440
Leisure Equipment & Products - 6.1%
Marine Products Corp.	35,820		907,321
MarineMax, Inc. (a)	48,300		1,519,518
RC2 Corp. (a)	322,990		9,350,561
			11,777,400
Media - 0.5%
Emmis Communications Corp. Class A (a)	51,900		911,883
Multiline Retail - 0.7%
Saks, Inc.	40,300		573,469
Tuesday Morning Corp. (a)	27,300		784,329
			1,357,798
Specialty Retail - 7.4%
Asbury Automotive Group, Inc. (a)	57,800		975,664
Cost Plus, Inc. (a)	60,630		1,590,325
Genesco, Inc. (a)	32,990		954,731
Hot Topic, Inc. (a)	90,915		1,761,933
Kirkland's, Inc. (a)	77,000		800,030
La Senza Corp. (sub. vtg.)	19,100		186,221
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Le Chateau, Inc.:
Class A (sub. vtg.) (c)	17,400		$ 312,304
Class A (sub. vtg.)	15,100		301,136
Lithia Motors, Inc. Class A (sub. vtg.)	37,525		1,019,930
Monro Muffler Brake, Inc. (a)	4,100		106,354
Pacific Sunwear of California, Inc. (a)	56,300		1,378,787
RONA, Inc. (a)	58,240		2,119,269
Select Comfort Corp. (a)	31,340		613,324
Sonic Automotive, Inc. Class A (sub. vtg.)	39,800		929,728
Steiner Leisure Ltd. (a)	17,030		528,254
The Cato Corp. Class A (sub. vtg.)	17,240		524,096
			14,102,086
Textiles, Apparel & Luxury Goods - 5.6%
Ashworth, Inc. (a)	39,900		449,673
Oxford Industries, Inc.	91,560		3,404,201
Steven Madden Ltd. (a)	223,110		4,283,712
Tommy Hilfiger Corp. (a)	161,130		1,582,297
True Religion Apparel, Inc. (a)	103,900		950,685
			10,670,568
TOTAL CONSUMER DISCRETIONARY			54,433,899
CONSUMER STAPLES - 1.8%
Food Products - 1.8%
Green Mountain Coffee Roasters, Inc. (a)	99,480		2,432,286
Hines Horticulture, Inc. (a)	72,530		275,614
Poore Brothers, Inc. (a)	122,530		412,926
Ridley, Inc. (a)	44,600		344,998
			3,465,824
ENERGY - 17.6%
Energy Equipment & Services - 3.3%
Maverick Tube Corp. (a)	58,620		1,996,597
Oil States International, Inc. (a)	28,860		549,783
Pason Systems, Inc.	107,650		3,340,398
Willbros Group, Inc. (a)	19,960		427,942
			6,314,720
Oil & Gas - 14.3%
Blackrock Ventures, Inc. (a)	166,490		1,297,255
Denbury Resources, Inc. (a)	75,590		2,207,228
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil & Gas - continued
Encore Acquisition Co. (a)	79,080		$ 2,949,684
General Maritime Corp. (a)	8,660		397,494
Holly Corp.	132,750		4,017,015
Penn Virginia Corp.	45,670		1,934,581
Quicksilver Resources, Inc. (a)	231,100		10,267,765
Range Resources Corp.	102,150		2,266,709
Thunder Energy, Inc. (a)	268,860		1,826,268
Top Tankers, Inc.	20,400		344,556
			27,508,555
TOTAL ENERGY			33,823,275
FINANCIALS - 20.7%
Capital Markets - 0.2%
Affiliated Managers Group, Inc. (a)	6,000		380,460
Commercial Banks - 3.0%
Cathay General Bancorp	30,120		1,094,260
Center Financial Corp., California	82,960		1,726,398
Hanmi Financial Corp.	37,520		1,333,086
Nara Bancorp, Inc.	25,300		504,735
Wintrust Financial Corp.	20,260		1,124,025
			5,782,504
Consumer Finance - 0.5%
ACE Cash Express, Inc. (a)	35,490		936,936
Diversified Financial Services - 0.9%
Marlin Business Services Corp. (a)	99,100		1,803,620
Insurance - 8.0%
Arch Capital Group Ltd. (a)	11,090		407,336
HCC Insurance Holdings, Inc.	54,680		1,797,332
Hilb Rogal & Hobbs Co.	24,650		876,554
IPC Holdings Ltd.	54,600		2,304,666
National Interstate Corp.	1,300		20,215
Philadelphia Consolidated Holding Corp. (a)	12,580		843,741
RLI Corp.	37,520		1,630,619
Specialty Underwriters' Alliance, Inc.	174,900		1,708,773
StanCorp Financial Group, Inc.	11,900		1,011,500
United America Indemnity Ltd. Class A	127,412		2,293,416
USI Holdings Corp. (a)	214,230		2,420,799
			15,314,951
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Real Estate - 6.7%
American Campus Communities, Inc.	44,620		$ 903,555
American Financial Realty Trust (SBI)	63,800		960,190
CarrAmerica Realty Corp.	18,360		557,226
Education Realty Trust, Inc.	56,300		945,277
Extra Space Storage, Inc.	47,000		609,590
Far East Consortium International Ltd.	1,175,000		459,464
Feldman Mall Properties, Inc.	125,000		1,600,000
GMH Communities Trust	69,100		901,064
Highwoods Properties, Inc. (SBI)	43,900		1,075,550
Kilroy Realty Corp.	37,080		1,449,086
Macquarie Goodman Industrial Trust	920,400		1,697,130
Pan Pacific Retail Properties, Inc.	14,500		839,405
Reckson Associates Realty Corp.	24,570		753,808
			12,751,345
Thrifts & Mortgage Finance - 1.4%
Bank Mutual Corp.	88,100		1,064,248
KNBT Bancorp, Inc.	25,600		424,448
NetBank, Inc.	118,100		1,127,855
			2,616,551
TOTAL FINANCIALS			39,586,367
HEALTH CARE - 5.4%
Biotechnology - 0.2%
Stratagene Corp. (a)	61,700		407,220
Health Care Equipment & Supplies - 1.3%
Dade Behring Holdings, Inc. (a)	9,540		545,211
DJ Orthopedics, Inc. (a)	59,880		1,446,102
Orthofix International NV (a)	10,790		431,384
			2,422,697
Health Care Providers & Services - 3.7%
Air Methods Corp. (a)	104,700		778,968
America Service Group, Inc. (a)	32,860		901,350
DaVita, Inc. (a)	9,650		404,914
Horizon Health Corp. (a)	18,400		560,280
ICON PLC sponsored ADR (a)	52,960		1,859,955
Medtox Scientific, Inc. (a)	199,090		1,632,538
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Per-Se Technologies, Inc. (a)	31,957		$ 466,572
PSS World Medical, Inc. (a)	32,730		410,762
			7,015,339
Pharmaceuticals - 0.2%
Connetics Corp. (a)	11,500		280,830
Par Pharmaceutical Companies, Inc. (a)	4,000		151,600
			432,430
TOTAL HEALTH CARE			10,277,686
INDUSTRIALS - 11.9%
Aerospace & Defense - 0.5%
BE Aerospace, Inc. (a)	65,760		709,550
Ceramic Protection Corp. (a)	16,700		318,243
			1,027,793
Air Freight & Logistics - 1.6%
Dynamex, Inc. (a)	13,820		250,142
Hub Group, Inc. Class A (a)	10,660		580,544
Park-Ohio Holdings Corp. (a)	92,620		2,284,935
			3,115,621
Building Products - 0.2%
Quixote Corp.	22,300		445,777
Commercial Services & Supplies - 1.7%
Banta Corp.	10,900		472,079
Cenveo, Inc. (a)	213,130		628,734
Herman Miller, Inc.	36,380		972,074
Standard Parking Corp.	50,200		761,534
Waste Services, Inc. (a)	95,000		313,500
			3,147,921
Construction & Engineering - 1.9%
Comfort Systems USA, Inc. (a)	339,600		2,312,676
Granite Construction, Inc.	11,400		283,860
URS Corp. (a)	35,000		987,350
			3,583,886
Electrical Equipment - 1.1%
A.O. Smith Corp.	16,000		433,760
Acuity Brands, Inc.	61,650		1,693,526
			2,127,286
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Industrial Conglomerates - 0.9%
Carlisle Companies, Inc.	20,800		$ 1,311,856
Walter Industries, Inc.	11,600		406,232
			1,718,088
Machinery - 3.6%
Manitowoc Co., Inc.	42,960		1,563,744
Tennant Co.	24,000		929,040
Trinity Industries, Inc.	6,082		183,981
Wabtec Corp.	35,900		669,176
Watts Water Technologies, Inc. Class A	111,410		3,570,691
			6,916,632
Marine - 0.1%
Alexander & Baldwin, Inc.	4,000		184,000
Trading Companies & Distributors - 0.3%
UAP Holding Corp.	32,000		480,000
TOTAL INDUSTRIALS			22,747,004
INFORMATION TECHNOLOGY - 4.0%
Electronic Equipment & Instruments - 1.2%
KEMET Corp. (a)	123,800		1,046,110
Mettler-Toledo International, Inc. (a)	18,430		924,449
Winland Electronics, Inc. (a)	72,860		289,254
			2,259,813
Internet Software & Services - 1.0%
Cryptologic, Inc.	20,260		501,337
j2 Global Communications, Inc. (a)	3,960		128,621
Mediagrif Interactive Technologies, Inc. (a)	101,250		803,604
Vitria Technology, Inc. (a)	105,590		432,919
			1,866,481
Semiconductors & Semiconductor Equipment - 1.1%
Cascade Microtech, Inc.	37,000		392,200
Fairchild Semiconductor International, Inc. (a)	70,000		998,900
MKS Instruments, Inc. (a)	47,700		746,505
			2,137,605
Software - 0.7%
Moldflow Corp. (a)	79,580		1,344,902
TOTAL INFORMATION TECHNOLOGY			7,608,801
Common Stocks - continued
	Shares		Value (Note 1)
MATERIALS - 2.3%
Chemicals - 2.0%
Albemarle Corp.	16,500		$ 579,315
Cytec Industries, Inc.	15,070		768,570
Pioneer Companies, Inc. (a)	115,290		2,463,747
			3,811,632
Metals & Mining - 0.3%
Massey Energy Co.	18,250		692,223
TOTAL MATERIALS			4,503,855
TOTAL COMMON STOCKS (Cost $170,461,828)		176,446,711
Money Market Funds - 8.6%

Fidelity Cash Central Fund, 2.31% (b) (Cost $16,381,642)	16,381,642		16,381,642
TOTAL INVESTMENT PORTFOLIO - 100.7% (Cost $186,843,470)			192,828,353
NET OTHER ASSETS - (0.7)%			(1,341,346)
NET ASSETS - 100%		$ 191,487,007

Legend

(a) Non-income producing

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $312,304 or 0.2% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
Le Chateau, Inc. Class A (sub. vtg.)	12/16/04	$ 321,007

Other Information

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

United States of America	88.0%
Canada	6.0%
Bermuda	1.4%
Cayman Islands	1.2%
Ireland	1.0%
Others (individually less than 1%)	2.4%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

January 31, 2005 (Unaudited)

Assets
Investment in securities, at value (cost $186,843,470) - See accompanying schedule		$ 192,828,353
Foreign currency held at value (cost $113,820)		113,669
Receivable for investments sold		2,558,421
Receivable for fund shares sold		1,234,960
Dividends receivable		40,072
Interest receivable		34,569
Prepaid expenses		69,563
Other affiliated receivables		1,055
Other receivables		28,689
Total assets		196,909,351

Liabilities
Payable for investments purchased	$ 5,180,265
Payable for fund shares redeemed	70,768
Accrued management fee	116,361
Distribution fees payable	4,145
Other affiliated payables	32,382
Other payables and accrued expenses	18,423
Total liabilities		5,422,344

Net Assets		$ 191,487,007
Net Assets consist of:
Paid in capital		$ 185,399,299
Accumulated net investment loss		(173,598)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		276,113
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		5,985,193
Net Assets		$ 191,487,007

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

Semiannual Report

Statement of Assets and Liabilities - continued

January 31, 2005 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($2,147,250 ÷ 193,541 shares)		$ 11.09

Maximum offering price per share (100/94.25 of $11.09)		$ 11.77
Class T: Net Asset Value and redemption price per share ($2,304,283 ÷ 207,643 shares)		$ 11.10

Maximum offering price per share (100/96.50 of $11.10)		$ 11.50
Class B: Net Asset Value and offering price per share ($1,413,861 ÷ 127,603 shares) ^A		$ 11.08

Class C: Net Asset Value and offering price per share ($3,039,847 ÷ 274,296 shares)^A		$ 11.08


Small Cap Value: Net Asset Value, offering price and redemption price per share ($181,521,573 ÷ 16,348,577 shares)		$ 11.10

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,060,193 ÷ 95,488 shares)		$ 11.10

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Statement of Operations

November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)

Investment Income
Dividends		$ 122,601
Interest		70,806
Total income		193,407

Expenses
Management fee	$ 186,717
Transfer agent fees	60,981
Distribution fees	7,997
Accounting fees and expenses	12,551
Non-interested trustees' compensation	51
Custodian fees and expenses	21,404
Registration fees	43,403
Audit	11,637
Legal	12
Total expenses before reductions	344,753
Expense reductions	(47,342)	297,411
Net investment income (loss)		(104,004)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	256,343
Foreign currency transactions	19,770
Total net realized gain (loss)		276,113
Change in net unrealized appreciation (depreciation) on: Investment securities	5,984,883
Assets and liabilities in foreign currencies	310
Total change in net unrealized appreciation (depreciation)		5,985,193
Net gain (loss)		6,261,306
Net increase (decrease) in net assets resulting from operations		$ 6,157,302

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

Semiannual Report

Statement of Changes in Net Assets

	November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (104,004)
Net realized gain (loss)	276,113
Change in net unrealized appreciation (depreciation)	5,985,193
Net increase (decrease) in net assets resulting from operations	6,157,302
Distributions to shareholders from net investment income	(69,594)
Share transactions - net increase (decrease)	185,372,117
Redemption fees	27,182
Total increase (decrease) in net assets	191,487,007

Net Assets
Beginning of period	-
End of period (including accumulated net investment loss of $173,598)	$ 191,487,007

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

Semiannual Report

Financial Highlights - Class A

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.10
Distributions from net investment income	(.01)
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.09
Total Return ^B, ^C, ^D	10.95%
Ratios to Average Net Assets ^G
Expenses before expense reductions	1.75% ^A
Expenses net of voluntary waivers, if any	1.50% ^A
Expenses net of all reductions	1.39% ^A
Net investment income (loss)	(.63)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,147
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.10
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.10
Total Return ^B, ^C, ^D	11.00%
Ratios to Average Net Assets ^G
Expenses before expense reductions	2.07% ^A
Expenses net of voluntary waivers, if any	1.75% ^A
Expenses net of all reductions	1.64% ^A
Net investment income (loss)	(.88)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,304
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.03)
Net realized and unrealized gain (loss)	1.11
Total from investment operations	1.08
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.08
Total Return ^B, ^C, ^D	10.80%
Ratios to Average Net Assets ^G
Expenses before expense reductions	2.56% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.14% ^A
Net investment income (loss)	(1.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,414
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.03)
Net realized and unrealized gain (loss)	1.11
Total from investment operations	1.08
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.08
Total Return ^B, ^C, ^D	10.80%
Ratios to Average Net Assets ^G
Expenses before expense reductions	2.43% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.14% ^A
Net investment income (loss)	(1.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,040
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Small Cap Value

	Period ended January 31, 2005 ^E
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.11
Distributions from net investment income	(.01)
Redemption fees added to paid in capital ^D	- ^G
Net asset value, end of period	$ 11.10
Total Return ^B, ^C	11.05%
Ratios to Average Net Assets ^F
Expenses before expense reductions	1.31% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.14% ^A
Net investment income (loss)	(.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 181,522
Portfolio turnover rate	51% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^G Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Period ended January 31, 2005 ^E
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.11
Distributions from net investment income	(.01)
Redemption fees added to paid in capital ^D	- ^G
Net asset value, end of period	$ 11.10
Total Return ^B, ^C	11.05%
Ratios to Average Net Assets ^F
Expenses before expense reductions	1.48% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.14% ^A
Net investment income (loss)	(.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,060
Portfolio turnover rate	51% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^G Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

1. Significant Accounting Policies.

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

The fund offers Class A, Class T, Class B, Class C, Small Cap Value and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

Semiannual Report

1. Significant Accounting Policies - continued

Foreign Currency - continued

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 10,083,627
Unrealized depreciation	(4,158,686)
Net unrealized appreciation (depreciation)	$ 5,924,941
Cost for federal income tax purposes	$ 186,903,412

2. Operating Policies.

Semiannual Report

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $181,634,225 and $11,402,518, respectively.

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 .45% of the fund's average net assets and a group fee rate that averaged .27% 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 investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index. The fund's performance adjustment will not take effect until November 1, 2005. Subsequent months will be added until the performance period includes 36 months. For the period, the total annualized management fee rate was .73% of the fund's average net assets.

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	0%	.25%	$ 846	$ 366
Class T	.25%	.25%	1,730	732
Class B	.75%	.25%	2,162	1,999
Class C	.75%	.25%	3,259	2,344
			$ 7,997	$ 5,441

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 4,302
Class T	1,849
Class B *	98
Class C *	-
	$ 6,249

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Small Cap Value. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Small Cap Value shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

	Amount	% of Average Net Assets
Class A	$ 868	.26*
Class T	1,158	.34*
Class B	534	.25*
Class C	627	.19*
Small Cap Value	57,440	.24*
Institutional Class	354	.17*
	$ 60,981

* Annualized

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Expense Reductions.

	Expense limitations	Reimbursement from adviser

Class A	1.50%	$ 839
Class T	1.75%	1,091
Class B	2.25%	666
Class C	2.25%	571
Small Cap Value	1.25%	15,034
Institutional Class	1.25%	476
		$ 18,677

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Other.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	November 3, 2004 (commencement of operations) to January 31, 2005
From net investment income
Class A	$ 723
Small Cap Value	68,438
Institutional Class	433
Total	$ 69,594

Semiannual Report

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Dollars
	November 3, 2004 (commencement of operations) to January 31, 2005	November 3, 2004 (commencement of operations) to January 31, 2005
Class A
Shares sold	193,487	$ 2,028,329
Reinvestment of distributions	54	590
Net increase (decrease)	193,541	$ 2,028,919
Class T
Shares sold	207,872	$ 2,197,638
Shares redeemed	(229)	(2,544)
Net increase (decrease)	207,643	$ 2,195,094
Class B
Shares sold	127,792	$ 1,329,789
Shares redeemed	(189)	(2,048)
Net increase (decrease)	127,603	$ 1,327,741
Class C
Shares sold	276,817	$ 2,931,865
Shares redeemed	(2,521)	(27,703)
Net increase (decrease)	274,296	$ 2,904,162
Small Cap Value
Shares sold	16,534,181	$ 177,946,027
Reinvestment of distributions	6,024	66,449
Shares redeemed	(191,628)	(2,079,070)
Net increase (decrease)	16,348,577	$ 175,933,406
Institutional Class
Shares sold	95,449	$ 982,362
Reinvestment of distributions	39	433
Net increase (decrease)	95,488	$ 982,795

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

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) (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

SCV-USAN-0305
1.803708.100

Fidelity®

Real Estate Income

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Changes	6	A summary of major shifts in the fund's investments over the past six months.
Investments	7	A complete list of the fund's investments with their market values.
Financial Statements	24	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	28	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	33
Top Fifty Securities and Derivatives of Fidelity's Fixed-Income Central Fund	35

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.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2004 to January 31, 2005).

Actual Expenses

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Semiannual Report

	Beginning Account Value August 1, 2004	Ending Account Value January 31, 2005	Expenses Paid During Period* August 1, 2004 to January 31, 2005
Actual	$ 1,000.00	$ 1,071.80	$ 4.49
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.87	$ 4.38

* Expenses are equal to the Fund's annualized expense ratio of .86%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Five Stocks as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
MFA Mortgage Investments, Inc. Series A, 8.50%	0.9	0.9
Annaly Mortgage Management, Inc. Series A, 7.875%	0.9	1.1
Apartment Investment & Management Co. Series T, 8.00%	0.9	1.2
LaSalle Hotel Properties Series A, 10.25%	0.8	1.2
Affordable Residential Communties, Inc. Series A, 8.25%	0.8	1.1
	4.3
Top Five Bonds as of January 31, 2005
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
J.P. Morgan Commercial Mortgage Finance Corp. Series 1997-C5 Class F, 7.5605% 9/15/29	1.1	1.3
MeriStar Hospitality Corp. 9% 1/15/08	0.7	0.7
LNR Property Corp. Tranche B, term loan 5.59% 1/31/08	0.7	0.0
Banc of America Large Loan, Inc. floater Series 2003-BBA2 Class A3, 2.8% 11/15/15	0.7	0.0
Cohen Financial Capital Management LLC 9% 6/1/14	0.7	0.0
	3.9
Top Five REIT Sectors as of January 31, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
REITs - Mortgage	10.2	6.7
REITs - Office Buildings	7.5	8.7
REITs - Management/Investment	6.8	5.7
REITs - Shopping Centers	6.6	7.3
REITs - Apartments	6.6	6.1

Asset Allocation (% of fund's net assets)
As of January 31, 2005 *			As of July 31, 2004 **
	Stocks 45.0%			Stocks 45.7%
	Bonds 45.1%			Bonds 43.5%
	Convertible Securities 0.8%			Convertible Securities 1.6%
	Other Investments 3.3%			Other Investments 2.3%
	Short-Term Investments and Net Other Assets 5.8%			Short-Term Investments and Net Other Assets 6.9%
* Foreign investments		1.4%	** Foreign investments		1.4%

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central fund.

Semiannual Report

Investments January 31, 2005

Showing Percentage of Net Assets

Common Stocks - 15.8%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 0.4%
Household Durables - 0.4%
KB Home	12,200		$ 1,325,530
Ryland Group, Inc.	18,000		1,167,660
			2,493,190
FINANCIALS - 15.4%
Real Estate - 15.4%
Aames Investment Corp. Maryland	50,000		524,500
Acadia Realty Trust (SBI)	190,300		3,056,218
AMB Property Corp. (SBI)	21,000		781,830
American Campus Communities, Inc.	62,000		1,255,500
American Financial Realty Trust (SBI)	91,600		1,378,580
Annaly Mortgage Management, Inc.	52,000		1,019,200
Anworth Mortgage Asset Corp.	86,500		861,540
Apartment Investment & Management Co. Class A	18,000		646,200
Arbor Realty Trust, Inc.	36,900		878,220
Arden Realty, Inc.	20,100		677,772
AvalonBay Communities, Inc.	18,900		1,264,788
Bimini Mortgage Management, Inc.	176,700		2,669,937
BNP Residential Properties, Inc.	64,400		1,038,128
Boston Properties, Inc.	27,200		1,571,616
Capital Lease Funding, Inc.	105,000		1,310,400
Catellus Development Corp.	42,200		1,131,804
Commercial Net Lease Realty, Inc.	34,800		652,500
Cornerstone Realty Income Trust, Inc.	207,600		1,995,036
Duke Realty Corp.	77,000		2,394,700
Eagle Hospitality Properties Trust, Inc.	141,600		1,386,264
Education Realty Trust, Inc.	79,900		1,341,521
Equity Lifestyle Properties, Inc.	68,030		2,332,068
Equity Residential (SBI)	81,300		2,564,202
Federal Realty Investment Trust (SBI)	66,200		3,123,316
General Growth Properties, Inc.	117,740		3,740,600
Glenborough Realty Trust, Inc.	92,800		1,787,328
GMH Communities Trust	76,000		991,040
Health Care Property Investors, Inc.	11,500		298,540
Health Care REIT, Inc.	61,100		2,046,850
Healthcare Realty Trust, Inc.	42,800		1,560,916
Hersha Hospitality Trust	127,700		1,405,977
Home Properties of New York, Inc.	6,000		242,400
HomeBanc Mortgage Corp., Georgia	127,000		1,191,260
Impac Mortgage Holdings, Inc.	32,700		746,868
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Real Estate - continued
Inland Real Estate Corp.	221,100		$ 3,354,087
Kimco Realty Corp.	55,700		2,950,986
Lexington Corporate Properties Trust	99,300		2,125,020
LTC Properties, Inc.	35,000		681,800
Luminent Mortgage Capital, Inc.	50,000		556,500
MeriStar Hospitality Corp. (a)	110,000		849,200
MFA Mortgage Investments, Inc.	115,600		966,416
MortgageIT Holdings, Inc.	126,600		2,297,790
Nationwide Health Properties, Inc.	55,700		1,208,133
New Century Financial Corp.	23,300		1,395,437
Newcastle Investment Corp.	45,500		1,375,920
Origen Financial, Inc. (d)	100,000		800,000
Origen Financial, Inc.	70,600		564,800
Prentiss Properties Trust (SBI)	40,600		1,454,698
Redwood Trust, Inc.	17,000		963,220
Regency Centers Corp.	18,500		913,900
Saxon Capital, Inc.	39,500		855,175
Simon Property Group, Inc.	47,004		2,787,337
Spirit Finance Corp. (d)	200,000		2,380,000
Spirit Finance Corp.	50,000		595,000
Sunstone Hotel Investors, Inc.	67,700		1,414,930
The St. Joe Co.	10,100		694,880
Trizec Properties, Inc.	132,000		2,337,720
U-Store-It Trust	60,000		984,000
U.S. Restaurant Properties, Inc.	25,100		420,425
United Dominion Realty Trust, Inc. (SBI)	68,900		1,530,958
Ventas, Inc.	89,400		2,288,640
Vornado Realty Trust	38,500		2,661,890
W.P. Carey & Co. LLC	40,900		1,321,070
			92,597,551
TOTAL COMMON STOCKS (Cost $84,444,496)		95,090,741
Preferred Stocks - 30.0%
	Shares		Value (Note 1)
Convertible Preferred Stocks - 0.8%
FINANCIALS - 0.8%
Real Estate - 0.8%
Crescent Real Estate Equities Co. Series A, 6.75%	17,700		$ 393,825
Equity Office Properties Trust Series B, 5.25%	74,000		3,777,700
Glenborough Realty Trust, Inc. Series A, 7.75%	38,330		976,265
			5,147,790
Nonconvertible Preferred Stocks - 29.2%
CONSUMER DISCRETIONARY - 0.0%
Hotels, Restaurants & Leisure - 0.0%
Hilton Hotels Corp. 8.00%	4,800		126,288
FINANCIALS - 29.2%
Diversified Financial Services - 0.6%
Westcoast Hospitality Capital Trust 9.50%	135,000		3,600,450
Real Estate - 28.6%
Accredited Mortgage Loan Trust Series A, 9.75%	162,595		4,349,416
Affordable Residential Communties, Inc. Series A, 8.25%	184,000		4,839,200
Alexandria Real Estate Equities, Inc.:
Series B, 9.10%	101,200		2,747,580
Series C, 8.375%	25,000		669,000
American Home Mortgage Investment Corp.:
Series A, 9.375%	120,000		3,199,200
Series B, 9.25%	82,000		2,148,400
Annaly Mortgage Management, Inc. Series A, 7.875%	207,000		5,222,610
Anthracite Capital, Inc. Series C, 9.375%	46,000		1,239,700
Anworth Mortgage Asset Corp. Series A, 8.625%	66,727		1,684,857
Apartment Investment & Management Co.:
Series G, 9.375%	66,600		1,811,520
Series Q, 10.10%	82,490		2,205,783
Series R, 10.00%	96,800		2,605,856
Series T, 8.00%	204,400		5,222,420
Series U, 7.75%	48,812		1,225,181
Series V, 8.00%	40,000		1,023,600
Series Y, 7.875%	40,000		1,003,200
Ashford Hospitality Trust, Inc. Series A, 8.55%	100,000		2,640,000
Bedford Property Investors, Inc.:
Series A, 8.75% (d)	69,000		3,657,000
Series B, 7.625%	64,800		1,668,600
Brandywine Realty Trust Series C, 7.50%	54,000		1,385,100
Capital Automotive 6.75%	153,000		3,880,080
Preferred Stocks - continued
	Shares		Value (Note 1)
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate - continued
CBL & Associates Properties, Inc.:
(depositary shares) Series C, 7.75%	48,600		$ 1,275,750
Series B, 8.75%	60,000		3,297,000
Cedar Shopping Centers, Inc. 8.875%	80,000		2,144,000
CenterPoint Properties Trust Series D, 5.377%	3,000		3,000,000
Colonial Properties Trust Series C, 9.25%	30,000		793,800
Commercial Net Lease Realty, Inc. Series A, 9.00%	19,200		520,320
Cousins Properties, Inc.:
Series A, 7.75%	131,700		3,397,860
Series B, 7.50%	40,000		1,010,000
Crescent Real Estate Equities Co. Series B, 9.50%	10,400		276,120
CRT Properties, Inc. Series A, 8.50%	25,000		660,500
Developers Diversified Realty Corp. (depositary shares):
Class F, 8.60%	7,200		194,040
Class G, 8.00%	42,800		1,144,044
Duke Realty Corp. (depositary shares) Series B, 7.99%	63,700		3,264,625
Eastgroup Properties, Inc. Series D, 7.95%	104,000		2,766,400
Entertainment Properties Trust Series A 9.50%	40,000		1,096,000
Equity Inns, Inc. Series B, 8.75%	60,000		1,592,400
Federal Realty Investment Trust Series B, 8.50%	11,600		310,416
Glimcher Realty Trust:
Series F, 8.75%	62,000		1,626,260
Series G, 8.125%	127,000		3,302,000
Health Care REIT, Inc.:
Series D, 7.875%	30,000		788,100
Series F, 7.625%	40,000		1,020,000
Highwoods Properties, Inc.:
(depositary shares) Series D, 8.00%	36,300		910,404
Series A, 8.625%	214		213,465
Series B, 8.00%	37,500		947,250
Host Marriott Corp.:
Class B, 10.00%	22,300		570,434
Class C, 10.00%	8,500		226,270
Series E, 8.875%	40,000		1,108,000
HRPT Properties Trust:
Series A, 9.875%	11,500		304,750
Series B, 8.75%	29,700		807,840
Impac Mortgage Holdings, Inc. Series C, 9.125%	130,000		3,347,500
Innkeepers USA Trust Series C, 8.00%	70,000		1,799,000
Preferred Stocks - continued
	Shares		Value (Note 1)
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate - continued
iStar Financial, Inc.:
Series D, 8.00%	4,000		$ 102,320
Series E, 7.875%	27,000		704,700
Series F, 7.80%	13,800		360,870
Kilroy Realty Corp. Series E, 7.80%	44,000		1,117,600
Kramont Realty Trust Series E, 8.25%	140,000		3,542,000
La Quinta Properties, Inc. (depositary shares) Series A, 9.00% (a)	10,000		257,500
LaSalle Hotel Properties:
Series A, 10.25%	178,900		4,955,530
Series B, 8.375%	19,400		529,620
Lexington Corporate Properties Trust Series B, 8.05%	124,500		3,261,900
LTC Properties, Inc. Series F, 8.00%	79,300		2,061,800
MFA Mortgage Investments, Inc. Series A, 8.50%	209,400		5,371,110
Mid-America Apartment Communities, Inc. Series H, 8.30%	127,800		3,361,140
Nationwide Health Properties, Inc. 7.677%	36,439		3,807,876
New Plan Excel Realty Trust (depositary shares) Series D, 7.80%	22,231		1,161,570
Newcastle Investment Corp. Series B, 9.75%	149,700		4,139,205
Novastar Financial, Inc. Series C, 8.90%	35,800		918,986
Omega Healthcare Investors, Inc.:
Series B, 8.625%	32,000		813,440
Series D, 8.375%	159,800		4,135,624
Parkway Properties, Inc. Series D, 8.00%	165,000		4,323,000
Prime Group Realty Trust Series B, 9.00%	45,600		1,140,000
ProLogis Series C, 8.54%	6,478		370,866
PS Business Parks, Inc.:
(depositary shares) 7.60%	32,500		835,250
(depositary shares) Series F, 8.75%	21,500		577,275
Series D, 9.50%	28,100		751,675
RAIT Investment Trust:
Series A, 7.75%	185,900		4,666,090
Series B, 8.375%	111,300		2,820,342
Realty Income Corp. 8.25%	76,800		2,162,688
Saul Centers, Inc. 8.00%	156,800		4,131,680
Simon Property Group, Inc.:
Series G, 7.89%	28,900		1,550,485
Series J, 8.375%	17,100		1,026,000
SNH Capital Trust I Series Z, 10.125%	43,300		1,162,605
Preferred Stocks - continued
	Shares		Value (Note 1)
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate - continued
Taubman Centers, Inc.:
Series A, 8.30%	86,500		$ 2,184,125
Series G, 8.00%	25,000		643,750
The Mills Corp.:
Series B, 9.00%	25,000		682,500
Series C, 9.00%	63,100		1,720,106
Series E, 8.75%	44,100		1,193,346
United Dominion Realty Trust, Inc. Series B, 8.60%	12,500		341,125
Winston Hotels, Inc. Series B, 8.00%	35,600		916,700
			171,945,250
TOTAL FINANCIALS			175,545,700
TOTAL NONCONVERTIBLE PREFERRED STOCKS			175,671,988
TOTAL PREFERRED STOCKS (Cost $174,727,150)		180,819,778

Nonconvertible Bonds - 25.1%
	Principal Amount
CONSUMER DISCRETIONARY - 3.5%
Hotels, Restaurants & Leisure - 1.4%
Felcor Lodging LP 9% 6/1/11 (f)	$ 1,000,000		1,125,000
Hilton Hotels Corp. 7.625% 5/15/08	1,680,000		1,862,700
HMH Properties, Inc. 7.875% 8/1/08	202,000		208,060
Host Marriott LP:
7% 8/15/12 (d)	1,500,000		1,565,700
7.125% 11/1/13	1,503,000		1,583,786
John Q. Hammons Hotels LP/John Q. Hammons Hotels Corp. III 8.875% 5/15/12	2,080,000		2,314,000
			8,659,246
Household Durables - 2.1%
Beazer Homes USA, Inc. 8.375% 4/15/12	1,000,000		1,100,000
D.R. Horton, Inc.:
4.875% 1/15/10	1,000,000		995,000
9.375% 3/15/11	300,000		331,875
K. Hovnanian Enterprises, Inc.:
6% 1/15/10 (d)	420,000		420,000
7.75% 5/15/13	1,500,000		1,605,000
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Household Durables - continued
KB Home:
5.875% 1/15/15	$ 1,000,000		$ 990,000
7.75% 2/1/10	1,000,000		1,085,000
Ryland Group, Inc. 9.125% 6/15/11	1,000,000		1,102,500
Standard Pacific Corp. 9.25% 4/15/12	1,600,000		1,848,000
WCI Communities, Inc.:
7.875% 10/1/13	370,000		394,975
9.125% 5/1/12	1,500,000		1,668,750
William Lyon Homes, Inc. 7.5% 2/15/14	1,000,000		957,500
			12,498,600
TOTAL CONSUMER DISCRETIONARY			21,157,846
FINANCIALS - 19.5%
Diversified Financial Services - 0.7%
Cohen Financial Capital Management LLC 9% 6/1/14 (d)(e)	4,000,000		4,000,000
Real Estate - 18.8%
Ahold Lease Series 2001 A1 pass thru trust certificates 7.82% 1/2/20	1,512,867		1,637,678
AMB Property LP:
6.9% 6/30/15 (f)	1,200,000		1,219,682
7.2% 12/15/05	1,080,000		1,113,504
American Health Properties, Inc. 7.5% 1/15/07	1,000,000		1,059,159
American Real Estate Partners/American Real Estate Finance Corp. 8.125% 6/1/12	3,190,000		3,389,375
Archstone-Smith Trust 5% 8/15/07	200,000		204,500
Arden Realty LP:
5.2% 9/1/11	500,000		506,191
7% 11/15/07	1,000,000		1,082,854
8.5% 11/15/10	1,000,000		1,181,723
8.875% 3/1/05	500,000		502,260
Bay Apartment Communities, Inc. 6.625% 1/15/08	840,000		897,168
Brandywine Operating Partnership LP 4.5% 11/1/09	1,000,000		992,657
Camden Property Trust 4.375% 1/15/10	620,000		616,122
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
FINANCIALS - continued
Real Estate - continued
CarrAmerica Realty Corp.:
3.625% 4/1/09	$ 1,000,000		$ 970,106
5.25% 11/30/07	1,525,000		1,565,814
CB Richard Ellis Services, Inc. 9.75% 5/15/10	1,932,000		2,202,480
Colonial Properties Trust:
6.25% 6/15/14	1,000,000		1,071,114
7% 7/14/07	1,000,000		1,057,559
Commercial Net Lease Realty, Inc. 6.25% 6/15/14	500,000		523,690
Crescent Real Estate Equities LP 7.5% 9/15/07 (f)	1,500,000		1,560,000
Crescent Real Estate Equities LP/Crescent Finance Co. 9.25% 4/15/09	2,000,000		2,170,000
Developers Diversified Realty Corp.:
4.625% 8/1/10	1,505,000		1,494,251
6.625% 1/15/08	550,000		582,651
7.5% 7/15/18	200,000		224,631
Duke Realty LP:
5.25% 1/15/10	200,000		207,114
6.8% 2/12/09	1,500,000		1,651,106
EOP Operating LP:
3.16% 10/1/10 (f)	3,000,000		3,014,601
8.375% 3/15/06	1,000,000		1,049,230
ERP Operating LP 6.63% 4/13/15	450,000		453,172
Evans Withycombe Residential LP 7.625% 4/15/07	1,675,000		1,793,756
Federal Realty Investment Trust 6.125% 11/15/07	1,200,000		1,259,467
First Industrial LP:
5.25% 6/15/09	1,000,000		1,025,591
7.375% 3/15/11	2,100,000		2,351,517
7.6% 5/15/07	1,000,000		1,077,120
Gables Realty LP:
5.75% 7/15/07	1,100,000		1,137,195
7.25% 2/15/06	500,000		514,328
Health Care REIT, Inc.:
6% 11/15/13	1,000,000		1,038,487
7.5% 8/15/07	1,500,000		1,614,747
8% 9/12/12	1,450,000		1,704,807
Healthcare Realty Trust, Inc. 8.125% 5/1/11	2,790,000		3,289,379
Heritage Property Investment Trust, Inc. 4.5% 10/15/09 (d)	1,500,000		1,477,982
Highwoods/Forsyth LP:
7% 12/1/06	500,000		520,706
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
FINANCIALS - continued
Real Estate - continued
Highwoods/Forsyth LP: - continued
7.125% 2/1/08	$ 950,000		$ 1,012,550
7.5% 4/15/18	1,250,000		1,361,544
Hospitality Properties Trust 6.75% 2/15/13	1,610,000		1,787,382
HRPT Properties Trust 6.5% 1/15/13	200,000		216,860
iStar Financial, Inc.:
5.125% 4/1/11	1,000,000		1,002,790
6.5% 12/15/13	1,000,000		1,067,500
7% 3/15/08	1,800,000		1,923,750
Liberty Property LP 7.25% 8/15/07	1,500,000		1,608,858
LNR Property Corp. 7.625% 7/15/13	1,000,000		1,130,000
Mack-Cali Realty LP 7.25% 3/15/09	100,000		109,854
MeriStar Hospitality Corp. 9% 1/15/08	4,000,000		4,220,000
MeriStar Hospitality Operating Partnership LP/MeriStar Hospitality Finance Corp. III 9.125% 1/15/11	750,000		810,000
Nationwide Health Properties, Inc. 8.25% 7/1/12	1,300,000		1,494,678
Omega Healthcare Investors, Inc.:
7% 4/1/14	1,970,000		1,970,000
7% 4/1/14 (d)	500,000		500,000
Post Apartment Homes LP:
5.125% 10/12/11	1,500,000		1,503,945
6.85% 3/16/15 (f)	2,085,000		2,090,848
7.7% 12/20/10	2,500,000		2,854,470
Price Development Co. LP 7.29% 3/11/08	2,200,000		2,343,000
ProLogis 7.1% 4/15/08	775,000		846,175
Reckson Operating Partnership LP 7.75% 3/15/09	2,600,000		2,900,872
Security Capital Industrial Trust 7.95% 5/15/08	130,000		141,707
Senior Housing Properties Trust:
7.875% 4/15/15	585,000		640,575
8.625% 1/15/12	1,500,000		1,710,000
Shopping Center Associates 7.625% 5/15/05 (d)	1,500,000		1,516,428
Shurgard Storage Centers, Inc. 5.875% 3/15/13	1,000,000		1,039,312
Simon Property Group LP:
5.375% 8/28/08	550,000		571,221
7.125% 6/24/05	775,000		786,703
Tanger Properties LP 9.125% 2/15/08	300,000		337,500
The Rouse Co.:
3.625% 3/15/09	1,000,000		940,493
5.375% 11/26/13	2,000,000		1,931,116
7.2% 9/15/12	3,220,000		3,496,308
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
FINANCIALS - continued
Real Estate - continued
Thornburg Mortgage, Inc. 8% 5/15/13	$ 3,000,000		$ 3,180,000
United Dominion Realty Trust:
5% 1/15/12	1,000,000		996,615
7.95% 7/12/06	2,200,000		2,322,971
United Dominion Realty Trust, Inc. 6.5% 6/15/09	325,000		350,678
Ventas Realty LP/Ventas Capital Corp.:
6.625% 10/15/14	1,670,000		1,686,700
8.75% 5/1/09	800,000		888,000
9% 5/1/12	1,961,000		2,274,760
Vornado Realty LP 4.5% 8/15/09	1,000,000		997,957
Vornado Realty Trust 5.625% 6/15/07	1,700,000		1,759,458
			113,329,052
TOTAL FINANCIALS			117,329,052
HEALTH CARE - 0.8%
Health Care Providers & Services - 0.8%
Beverly Enterprises, Inc. 7.875% 6/15/14 (d)	1,030,000		1,153,600
Extendicare Health Services, Inc. 6.875% 5/1/14	1,500,000		1,518,750
Genesis HealthCare Corp. 8% 10/15/13	2,080,000		2,246,400
			4,918,750
TELECOMMUNICATION SERVICES - 1.3%
Wireless Telecommunication Services - 1.3%
American Tower Corp. 7.125% 10/15/12 (d)	1,500,000		1,503,750
American Tower Escrow Corp. 0% 8/1/08 (c)	2,000,000		1,502,600
Crown Castle International Corp.:
Series B, 7.5% 12/1/13	2,160,000		2,284,200
7.5% 12/1/13	90,000		95,175
9.375% 8/1/11	2,000,000		2,215,000
			7,600,725
TOTAL NONCONVERTIBLE BONDS (Cost $146,938,587)		151,006,373
Asset-Backed Securities - 1.9%

ABSC NIMS Trust:
Series 2003-HE4 Class A, 7% 8/17/33 (d)	412,857		413,889
Series 2003-HE5 Class A, 7% 8/17/33 (d)	264,518		265,576
Series 2003-HE7 Class A, 7% 12/15/33 (d)	489,129		492,797
Asset-Backed Securities - continued
	Principal Amount		Value (Note 1)
Conseco Finance Securitizations Corp. Series 2000-4 Class A4, 7.73% 4/1/31	$ 1,175,458		$ 1,127,617
Countrywide Home Loans Series 2004-11N Class N, 5.25% 4/25/36 (d)	650,210		648,337
Crest Dartmouth Street Ltd./Crest Dartmouth Street Corp. Series 2003-1A Class D, 9% 6/28/38 (d)	850,000		931,016
Fremont NIMS Trust Series 2003-B Class NOTE, 5.65% 11/25/33 (d)	71,574		71,663
Green Tree Financial Corp. Series 1996-4 Class M1, 7.75% 6/15/27	1,788,179		1,426,011
GS Mortgage Securities Corp. 5.5% 11/25/32 (d)	81,116		81,116
Home Equity Asset Trust Series 2003-6 Class NIMS 22, 6.5% 3/27/34 (d)	624,971		625,753
Home Equity Asset Trust NIMS Trust Series 2003-2N Class A, 8% 9/27/33 (d)	6,851		6,851
Morgan Stanley Dean Witter Capital I Trust Series 2001-NC2 Class B1, 4.48% 1/25/32 (f)	188,237		187,932
OMI Trust:
Series 2000-A Class A2, 7.765% 5/15/17	989,543		833,711
Series 2002-B Class A4, 7.09% 6/15/32	2,000,000		1,899,475
Park Place NIMS Trust Series 2004-WCW1, 5.65% 9/25/34 (d)	927,661		929,980
Park Place Securities NIM Trust Series 2004-WHQN2 Class A, 4% 2/25/35 (d)	1,162,384		1,160,640
TOTAL ASSET-BACKED SECURITIES (Cost $11,241,298)		11,102,364
Collateralized Mortgage Obligations - 1.8%

Private Sponsor - 1.7%
Countrywide Home Loans, Inc.:
Series 2002-38 Class B3, 5% 2/25/18 (d)	225,201		209,507
Series 2002-R2 Class 2B3, 4.3457% 7/25/33 (d)(f)	279,799		176,798
Series 2003-40 Class B3, 4.5% 10/25/18	280,961		248,826
Series 2003-R2 Class B3, 5.5% 5/25/43 (d)	599,458		444,161
Series 2003-R3:
Class B2, 5.5% 11/25/33	1,896,757		1,625,876
Class B3, 5.5% 11/25/33	567,950		446,018
Series 2004-R1 Class 1B3, 5.5% 11/25/34 (f)	666,031		514,509
CS First Boston Mortgage Securities Corp. Series 2003-TFLA Class F, 2.9433% 4/15/13 (d)(f)	2,000,000		1,998,938
Collateralized Mortgage Obligations - continued
	Principal Amount		Value (Note 1)
Private Sponsor - continued
Residential Finance LP/Residential Finance Development Corp. floater:
Series 2002-A Class B10, 18.62% 10/10/34 (f)	$ 557,951		$ 584,454
Series 2003-B Class B9, 14.37% 7/10/35 (d)(f)	974,518		1,021,119
Series 2004-C Class B5, 3.77% 9/10/36 (f)	398,232		398,232
Residential Funding Mortgage Securities I, Inc. Series 2002-S20 Class M3, 5.25% 12/25/17	90,772		86,432
Residential Funding Securities Corp. Series 2002-RM1 Class BI1, 5.5% 12/25/17 (d)	189,723		167,283
Resix Finance Ltd. floater:
Series 2003-D Class B8, 8.92% 12/10/35 (d)(f)	736,508		762,809
Series 2004-A Class B7, 6.87% 2/10/36 (d)(f)	691,878		691,874
Series 2004-B Class B7, 6.42% 2/10/36 (d)(f)	831,998		834,738
TOTAL PRIVATE SPONSOR			10,211,574
U.S. Government Agency - 0.1%
Fannie Mae REMIC Trust Series 2003-W1 Subordinate REMIC Pass-Through Certificate, Class B3, 5.75% 12/25/42	339,334		258,795
Fannie Mae REMIC Trust Series 2003-W4 Subordinate REMIC Pass-Through Certificate, Class 2B3, 4.4504% 10/25/42	85,610		53,935
Fannie Mae REMIC Trust Series 2003-W10 Subordinate REMIC Pass-Through Certificate, Class 2B3, 4.2536% 6/25/43	199,730		122,959
Fannie Mae REMIC Trust Series 2001-W3 Subordinate REMIC Pass-Through Certificate, Class B3, 7% 9/25/41	299,409		252,065
Fannie Mae REMIC Trust Series 2002-W1 Subordinate REMIC Pass-Through Certificate, Class 3B3, 4.2721% 2/25/42	174,614		117,155
TOTAL U.S. GOVERNMENT AGENCY			804,909
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $10,889,723)		11,016,483
Commercial Mortgage Securities - 13.4%
	Principal Amount		Value (Note 1)

Asset Securitization Corp. Series 1997-D4:
Class B1, 7.525% 4/14/29	$ 2,500,000		$ 2,890,020
Class B2, 7.525% 4/14/29	515,000		516,428
Banc of America Commercial Mortgage, Inc.:
Series 2002-PB2 Class XC, 0.3709% 6/11/35 (d)(f)(h)	76,322,590		1,810,891
Series 2003-2:
Class BWD, 6.947% 10/11/37 (d)	432,893		439,265
Class BWE, 7.226% 10/11/37 (d)	586,501		594,665
Class BWF, 7.55% 10/11/37 (d)	517,677		525,920
Class BWG, 8.155% 10/11/37 (d)	501,717		506,016
Class BWH, 9.073% 10/11/37 (d)	263,327		270,060
Class BWJ, 9.99% 10/11/37 (d)	432,893		442,625
Class BWK, 10.676% 10/11/37 (d)	340,130		349,755
Class BWL, 10.1596% 10/11/37 (d)	573,534		544,413
Banc of America Large Loan, Inc. floater Series 2003-BBA2 Class A3, 2.8% 11/15/15 (d)(f)	4,000,000		4,006,734
Commercial Mortgage Asset Trust Series 1999-C1 Class X, 0.8711% 1/17/32 (d)(f)(h)	16,932,461		827,891
Commercial Mortgage pass thru certificates:
floater Series 2004-CNL:
Class G, 3.46% 9/15/14 (d)(f)	125,000		125,194
Class H, 3.56% 9/15/14 (d)(f)	135,000		135,209
Series 2000-C1 Class G, 6.85% 8/15/33 (d)	2,800,000		2,738,895
CS First Boston Mortgage Securities Corp.:
floater Series 2004-HC1 Class E, 6.23% 12/15/21 (d)(f)	2,000,000		1,999,986
Series 1998-C1 Class F, 6% 5/17/40 (d)	4,250,000		3,120,592
Series 1998-C2 Class F, 6.75% 11/11/30 (d)	2,000,000		2,007,313
Series 2003-TFLA Class AX, 0.5318% 4/15/13 (d)(f)(h)	21,595,000		79,902
Series 2004-C3 Class AX, 0.0718% 7/15/36 (d)(f)(h)	60,917,219		1,047,130
Series 2004-TF2A Class AX, 1.4278% 11/15/19 (d)(f)(h)	63,399,921		1,445,518
Series 2004-TFLA Class AX, 1.7479% 2/15/14 (d)(f)(h)	55,773,388		1,227,015
DLJ Commercial Mortgage Corp. Series 1998-CF2 Class B3, 6.04% 11/12/31	2,000,000		2,001,775
EQI Financing Partnership I LP Series 1997-1 Class C, 7.58% 2/20/17 (d)	2,500,000		2,549,022
Commercial Mortgage Securities - continued
	Principal Amount		Value (Note 1)
First Chicago/Lennar Trust I:
Series 1997-CHL1 Class E, 7.8633% 4/29/39 (d)(f)	$ 3,500,001		$ 3,637,266
weighted average coupon Series 1997-CHL1 Class D, 7.8633% 4/29/39 (d)(f)	1,750,000		1,832,305
Global Signal Trust Series 2004-1:
Class F, 8.08% 1/15/34 (d)(f)	2,860,000		2,962,536
Class G, 10% 1/15/34 (d)(f)	2,640,000		2,710,446
Greenwich Capital Commercial Funding Corp. floater:
Series 2003-FL1 Class MCH, 5.65% 7/5/18 (d)(f)	1,047,643		1,047,643
Series 2004-FL2A Class NMV, 4.15% 11/5/19 (d)(f)	2,000,000		2,006,250
J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2001-A:
Class G, 6% 10/15/32 (d)(f)	2,895,000		2,115,290
Class X, 1.7955% 10/15/32 (d)(f)(h)	21,904,730		1,037,907
J.P. Morgan Commercial Mortgage Finance Corp.:
Series 1997-C5 Class F, 7.5605% 9/15/29	5,885,000		6,518,646
Series 1999-C7 Class F, 6% 10/15/35 (d)	350,000		364,949
Series 2000-BAT1 Class P, 10/15/32 (d)(i)	6,550,000		2,816,500
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2003-C4A Class F, 4.68% 7/11/15 (d)(f)	136,171		136,321
LTC Commercial Mortgage pass thru certificates Series 1998-1:
Class D, 6.96% 5/28/30 (d)	2,250,000		2,323,847
Class E, 7.792% 5/28/30 (d)	2,020,000		2,047,942
Meristar Commercial Mortgage Trust Series 1999-C1:
Class C, 8.29% 3/3/16 (d)	1,500,000		1,670,332
Class X, 0.2154% 3/3/16 (d)(h)	36,650,000		307,985
Merrill Lynch Mortgage Investors, Inc. Series 2001-HRPA Class G, 6.778% 2/3/16 (d)	820,000		882,805
Mezz Capital Commercial Mortgage Trust Series 2004-C1:
Class D, 6.988% 9/15/13	750,000		749,517
Class E, 7.983% 10/15/13	1,453,000		1,443,594
Class X, 7.8532% 1/15/18 (f)(h)	7,192,953		3,241,324
Morgan Stanley Capital I, Inc.:
Series 1997-C1 Class F, 6.85% 2/15/20 (d)	500,000		532,483
Series 1997-HF1 Class G, 6.86% 7/15/29 (d)	555,000		572,309
Series 1998-HF1 Class F, 7.18% 3/15/30 (d)	1,500,000		1,626,746
Nationslink Funding Corp. Series 1998-2 Class F, 7.105% 8/20/30 (d)	2,075,000		2,281,376
Commercial Mortgage Securities - continued
	Principal Amount		Value (Note 1)
Nomura Asset Securities Corp. Series 1998-D6 Class B1, 6% 3/15/30 (d)	$ 2,800,000		$ 2,959,313
Trizechahn Office Properties Trust Series 2001-TZHA Class E4, 7.604% 5/15/16 (d)	790,000		885,730
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $76,412,820)		80,913,596
Floating Rate Loans - 3.2%
CONSUMER DISCRETIONARY - 0.6%
Hotels, Restaurants & Leisure - 0.6%
Lake Las Vegas LLC Tranche 1, term loan 5.1575% 11/1/09 (f)	400,261		403,263
Wyndham International, Inc. term loan 7.1875% 6/30/06 (f)	3,185,953		3,193,918
			3,597,181
FINANCIALS - 2.5%
Diversified Financial Services - 0.4%
American Tower LP Tranche B, term loan 4.2299% 8/31/11 (f)	995,000		1,004,950
Landsource Communication Development LLC Tranche B, term loan 5.0625% 3/31/10 (f)	1,200,000		1,215,000
			2,219,950
Real Estate - 2.1%
Apartment Investment & Management Co. term loan 4.75% 11/2/09 (f)	2,000,000		2,030,000
Crescent Real Estate Funding XII LP term loan 4.64% 1/12/06 (f)	2,181,761		2,214,487
General Growth Properties, Inc.:
Tranche A, term loan 4.64% 11/12/07 (f)	2,987,027		2,994,495
Tranche B, term loan 4.64% 11/12/08 (f)	1,500,000		1,515,000
LNR Property Corp. Tranche B, term loan 5.59% 1/31/08 (e)(f)	4,000,000		4,030,000
Newkirk Master LP term loan 7.0212% 11/24/06 (f)	209,771		212,863
			12,996,845
TOTAL FINANCIALS			15,216,795
Floating Rate Loans - continued
	Principal Amount		Value (Note 1)
HEALTH CARE - 0.0%
Health Care Providers & Services - 0.0%
Beverly Enterprises, Inc. term loan 5.0818% 10/22/08 (f)	$ 197,500		$ 198,488
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
SpectraSite Communications, Inc. Tranche B, term loan 4.03% 5/19/12 (f)	450,000		453,375
TOTAL FLOATING RATE LOANS (Cost $19,228,433)		19,465,839

Preferred Securities - 0.1%
FINANCIALS - 0.1%
Diversified Financial Services - 0.1%
Crest Dartmouth Street 2003 1 Ltd. Series 2003-1A Class PS, 19.5343% 6/28/38 (d)(f) (Cost $590,000)	590,000		608,414
Fixed-Income Funds - 4.2%
	Shares
Fidelity Ultra-Short Central Fund (g) (Cost $24,999,977)	251,145		24,996,462
Money Market Funds - 5.6%

Fidelity Cash Central Fund, 2.31% (b) (Cost $33,690,385)	33,690,385		33,690,385
TOTAL INVESTMENT PORTFOLIO - 101.1% (Cost $583,162,869)			608,710,435
NET OTHER ASSETS - (1.1)%			(6,694,758)
NET ASSETS - 100%		$ 602,015,677

Legend

(a) Non-income producing

(c) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(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 $95,241,101 or 15.8% of net assets.

(e) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete listing of the fund's holdings as of its most recent quarter end is available upon request.

(h) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(i) Principal Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (ratings are unaudited):

U.S. Government and U.S. Government Agency Obligations	0.5%
AAA,AA,A	5.0%
BBB	16.1%
BB	13.8%
B	7.1%
CCC,CC,C	0.5%
Not Rated	5.4%
Equities	45.8%
Short-Term Investments and Net Other Assets	5.8%
	100.0%

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

January 31, 2005

Assets
Investment in securities, at value (cost $583,162,869) - See accompanying schedule		$ 608,710,435
Cash		1,096,259
Receivable for investments sold		558,445
Receivable for fund shares sold		1,447,992
Dividends receivable		621,642
Interest receivable		3,453,984
Prepaid expenses		1,498
Other affiliated receivables		268
Other receivables		7,804
Total assets		615,898,327

Liabilities
Payable for investments purchased Regular delivery	$ 2,443,235
Delayed delivery	8,043,000
Payable for fund shares redeemed	2,948,767
Accrued management fee	283,984
Other affiliated payables	122,349
Other payables and accrued expenses	41,315
Total liabilities		13,882,650

Net Assets		$ 602,015,677
Net Assets consist of:
Paid in capital		$ 570,910,971
Undistributed net investment income		1,509,309
Accumulated undistributed net realized gain (loss) on investments		4,047,831
Net unrealized appreciation (depreciation) on investments		25,547,566
Net Assets, for 51,265,708 shares outstanding		$ 602,015,677
Net Asset Value, offering price and redemption price per share ($602,015,677 ÷ 51,265,708 shares)		$ 11.74

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

Semiannual Report

Statement of Operations

Six months ended January 31, 2005

Investment Income
Dividends		$ 6,902,390
Interest		9,008,864
Total income		15,911,254

Expenses
Management fee	$ 1,529,257
Transfer agent fees	554,682
Accounting fees and expenses	102,123
Non-interested trustees' compensation	1,462
Custodian fees and expenses	9,484
Registration fees	41,728
Audit	40,975
Legal	1,739
Miscellaneous	4,470
Total expenses before reductions	2,285,920
Expense reductions	(11,064)	2,274,856
Net investment income (loss)		13,636,398
Realized and Unrealized Gain (Loss) Net realized gain (loss) on investment securities		4,770,410
Change in net unrealized appreciation (depreciation) on investment securities		16,660,793
Net gain (loss)		21,431,203
Net increase (decrease) in net assets resulting from operations		$ 35,067,601

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2005	Year ended July 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 13,636,398	$ 19,812,277
Net realized gain (loss)	4,770,410	10,307,573
Change in net unrealized appreciation (depreciation)	16,660,793	3,123,862
Net increase (decrease) in net assets resulting from operations	35,067,601	33,243,712
Distributions to shareholders from net investment income	(16,847,468)	(17,564,086)
Distributions to shareholders from net realized gain	(7,090,927)	(1,945,418)
Total distributions	(23,938,395)	(19,509,504)
Share transactions Proceeds from sales of shares	218,297,025	411,886,173
Reinvestment of distributions	20,876,241	16,882,212
Cost of shares redeemed	(70,943,407)	(248,916,115)
Net increase (decrease) in net assets resulting from share transactions	168,229,859	179,852,270
Redemption fees	105,297	420,153
Total increase (decrease) in net assets	179,464,362	194,006,631

Net Assets
Beginning of period	422,551,315	228,544,684
End of period (including undistributed net investment income of $1,509,309 and undistributed net investment income of $4,720,379, respectively)	$ 602,015,677	$ 422,551,315
Other Information Shares
Sold	18,726,640	36,337,200
Issued in reinvestment of distributions	1,802,839	1,514,555
Redeemed	(6,050,512)	(22,005,866)
Net increase (decrease)	14,478,967	15,845,889

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

Semiannual Report

Financial Highlights

	Six months ended January 31,	Years ended July 31,
	2005	2004	2003^E
Selected Per-Share Data
Net asset value, beginning of period	$ 11.49	$ 10.91	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.30	.59	.27
Net realized and unrealized gain (loss)	.51	.60	.71
Total from investment operations	.81	1.19	.98
Distributions from net investment income	(.38)	(.55)	(.07)
Distributions from net realized gain	(.18)	(.07)	-
Total distributions	(.56)	(.62)	(.07)
Redemption fees added to paid in capital^D	-^G	.01	-^G
Net asset value, end of period	$ 11.74	$ 11.49	$ 10.91
Total Return^{B, C}	7.18%	11.31%	9.83%
Ratios to Average Net Assets^F
Expenses before expense reductions	.86%^A	.85%	.97%^A
Expenses net of voluntary waivers, if any	.86%^A	.85%	.97%^A
Expenses net of all reductions	.86%^A	.85%	.94%^A
Net investment income (loss)	5.13%^A	5.25%	5.10%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 602,016	$ 422,551	$ 228,545
Portfolio turnover rate	27%^A	61%	41%^A

^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 For the period February 4, 2003 (commencement of operations) to July 31, 2003.

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

^G Amount represents less than $.01 per share.

Semiannual Report

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

Notes to Financial Statements

For the period ended January 31, 2005

1. Significant Accounting Policies.

Fidelity Real Estate Income 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, including restricted 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, including restricted 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 prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. 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.

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund

Semiannual Report

1. Significant Accounting Policies - continued

Investment Transactions and Income - continued

estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. The fund follows the provisions of Emerging Issues Task Force Issue No. 99-20 (EITF 99-20), "Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets" for certain lower credit quality securitized assets that have contractual cash flows (for example, asset backed securities, collateralized mortgage obligations and commercial mortgage-backed securities). Under EITF 99-20, if there is a change in the estimated cash flows for any of these securities, based on an evaluation of current information, then the estimated yield is adjusted on a prospective basis over the remaining life of the security.

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.

Book-tax differences are primarily due to market discount, partnerships, and losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation	$ 28,907,164
Unrealized depreciation	(3,329,398)
Net unrealized appreciation (depreciation)	$ 25,577,766
Cost for federal income tax purposes	$ 583,132,669

Semiannual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a redemption fee equal to .75% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Semiannual Report

2. Operating Policies - continued

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $225,256,928 and $65,899,865, respectively.

4. Fees and Other Transactions with Affiliates.

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Semiannual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. 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 $9,814 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 $1,250.

7. Other.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Real Estate Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Real Estate Income Fund (the Fund), a fund of Fidelity Securities Fund, including the portfolio of investments, as of January 31, 2005, and the related statement of operations for the six months then ended, the statement of changes in net assets for the six months ended January 31, 2005 and the year ended July 31, 2004 and the financial highlights for the six months ended January 31, 2005, the year ended July 31, 2004 and for the period from February 4, 2003 (commencement of operations) to July 31, 2003. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of January 31, 2005, by correspondence with custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Real Estate Income Fund as of January 31, 2005, the results of its operations for the six months then ended, the changes in its net assets for the six months ended January 31, 2005 and the year ended July 31, 2004 and its financial highlights for the six months ended January 31, 2005, the year ended July 31, 2004 and for the period from February 4, 2003 (commencement of operations) to July 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Semiannual Report

Boston, Massachusetts

March 15, 2005

Semiannual Report

Fidelity Ultra-Short Central Fund

January 31, 2005 (Unaudited)

Top Fifty Securities and Derivatives

	Maturity Amount		% of Fund's Net Assets
Investments in repurchase agreements: (Collateralized by U.S. Government Obligations, in a joint trading account at 2.51%, dated 1/31/05 due 2/1/05)	$ 1,484,022,606	$ 1,483,919,000	25.5
With Goldman Sachs & Co. at 2.35%, dated 1/6/05 due 2/3/05 (Collateralized by Mortgage Loan Obligations with principal amounts of $270,555,985, 4.08%- 5.21%, 2/25/35 - 10/25/43)	265,484,361	264,998,172	4.6
	Principal Amount
Federal Home Loan Bank 1.265% 3/15/05	$ 200,000,000	199,659,389	3.4
Fannie Mae 1.55% 5/4/05	90,000,000	89,739,000	1.6
Federal Home Loan Bank 1.35% 4/29/05	90,000,000	89,715,960	1.5
Fannie Mae 1.8% 5/27/05	60,000,000	59,827,740	1.0
Bank One Issuance Trust Series 2002-C2 Class C2, 3.47% 5/15/08	35,785,000	35,935,193	0.6
Fannie Mae 6.25% 3/22/12	34,005,000	34,173,325	0.6
Sears Credit Account Master Trust II Series 2002-4 Class B, 2.905% 8/18/09	33,300,000	33,344,289	0.6
Discover Card Master Trust I Series 2002-1 Class B, 2.88% 7/15/07	30,637,000	30,634,574	0.5
MBNA Credit Card Master Note Trust:
Series 2001-B2 Class B2, 2.84% 1/15/09	30,353,000	30,462,611	0.5
Series 2001-B1 Class B1, 2.855% 10/15/08	30,000,000	30,069,528	0.5
Sears Credit Account Master Trust II:
Series 2002-5 Class B, 3.73% 11/17/09	30,000,000	30,052,917	0.5
Series 2002-4 Class A, 2.61% 8/18/09	27,000,000	27,016,246	0.5
Thornburg Mortgage Securities Trust floater Series 2004-3 Class A, 2.9% 9/25/34	25,918,906	25,962,033	0.5
Amortizing Residential Collateral Trust Series 2002-BC6 Class M1, 3.28% 8/25/32	24,900,000	25,084,701	0.4
AmeriCredit Automobile Receivables Trust Series 2002-EM Class A4A, 3.67% 6/8/09	25,000,000	25,075,038	0.4
Citibank Credit Card Issuance Trust Series 2003-B1 Class B1, 2.74% 3/7/08	25,000,000	25,042,223	0.4
Holmes Financing No. 8 PLC floater Series 2 Class A, 2.72% 4/15/11	25,000,000	24,990,235	0.4
Calwest Industrial Trust floater Series 2002-CALW Class AFL, 2.86% 2/15/12	24,300,000	24,359,824	0.4
Bear Stearns Alt-A Trust floater Series 2005-1 Class A1, 2.8388% 1/25/35	23,650,000	23,650,000	0.4

Top Fifty Securities and Derivatives

	Principal Amount	Value	% of Fund's Net Assets
ACE Securities Corp. Series 2002-HE2 Class M1, 3.38% 8/25/32	$ 21,525,000	$ 21,644,195	0.4
Asset Backed Securities Corp. Home Equity Loan Trust Series 2004-HE6 Class A2, 2.89% 6/25/34	23,589,523	23,588,502	0.4
Household Credit Card Master Trust I Series 2002-1 Class B, 3.13% 7/15/08	22,589,000	22,663,483	0.4
Holmes Financing No. 8 PLC floater Series 1 Class C, 3.26% 7/15/40	22,640,000	22,647,075	0.4
CDC Mortgage Capital Trust Series 2002-HE3 Class M1, 3.63% 3/25/33	21,499,948	21,961,275	0.4
Bank One Issuance Trust Series 2002-B1 Class B1, 2.86% 12/15/09	20,655,000	20,765,926	0.4
Argent Securities, Inc. Series 2003-W3 Class M2, 4.33% 9/25/33	20,000,000	20,687,082	0.4
MBNA Credit Card Master Note Trust Series 2002-B2 Class B2, 2.86% 10/15/09	20,000,000	20,111,192	0.3
Wells Fargo Mortgage Backed Securities Trust Series 2004-M Class A3, 4.725% 8/25/34	19,880,000	20,064,387	0.3
MBNA Master Credit Card Trust II Series 1998-G Class B, 2.88% 2/17/09	20,000,000	20,060,062	0.3
American Express Credit Account Master Trust Series 2004-C Class C, 2.98% 2/15/12	20,000,000	20,037,482	0.3
Ford Credit Auto Owner Trust Series 2003-B Class B2, 2.91% 10/15/07	19,600,000	19,698,284	0.3
Long Beach Mortgage Loan Trust Series 2003-2 Class M1, 3.35% 6/25/33	19,500,000	19,690,182	0.3
Capital One Master Trust Series 2001-1 Class B, 2.99% 12/15/10	19,500,000	19,671,680	0.3
British Telecommunications PLC 7.875% 12/15/05	18,145,000	18,836,288	0.3
Nissan Auto Lease Trust Series 2003-A Class A3A, 2.62% 6/15/09	18,550,330	18,571,028	0.3
Citibank Credit Card Issuance Trust Series 2003-C1 Class C1, 3.69% 4/7/10	17,785,000	18,217,047	0.3
SDG Macerich Properties LP floater Series 2000-1 Class A3, 2.82% 5/15/09	18,000,000	18,020,322	0.3
Keycorp Student Loan Trust Series 1999-A Class A2, 2.28% 12/27/09	17,947,151	18,005,482	0.3
Capital One Multi-Asset Execution Trust Series 2002-B1 Class B1, 3.16% 7/15/08	17,705,000	17,743,951	0.3
Citibank Credit Card Issuance Trust Series 2002-C1 Class C1, 3.2% 2/9/09	17,500,000	17,737,743	0.3

Top Fifty Securities and Derivatives

	Principal Amount	Value	% of Fund's Net Assets
Sequoia Mortgage Trust floater Series 2004-8 Class A2, 2.35% 9/20/34	$ 17,715,665	$ 17,702,403	0.3
Citibank Credit Card Issuance Trust Series 2000-C2 Class C2, 3.31% 10/15/07	17,500,000	17,538,220	0.3
Freddie Mac Multi-class participation certificates guaranteed planned amortization class Series 2136 Class PE, 6% 1/15/28	17,331,818	17,496,765	0.3
AmeriCredit Automobile Receivables Trust Series 2003-CF Class A3, 2.75% 10/9/07	17,500,000	17,439,151	0.3
Liberty Media Corp. 3.99% 9/17/06	17,000,000	17,198,730	0.3
Deutsche Telekom International Finance BV 8.25% 6/15/05	16,638,000	16,943,557	0.3
Merrill Lynch Mortgage Investors, Inc. floater Series 2004-C Class A2, 3.07% 7/25/29	16,713,022	16,676,810	0.3
Countrywide Home Loans, Inc. floater Series 2005-1 Class 2A1, 2.84% 3/25/35	16,450,000	16,450,000	0.3

Top Fifty securities as a percentage of the Fund's net assets - 54.2%

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Sold
Eurodollar Contracts
201 Eurodollar 90 Day Index Contracts	June 2005	$ 199,356,825	$ (145,062)
123 Eurodollar 90 Day Index Contracts	Sept. 2005	121,920,675	(121,462)
69 Eurodollar 90 Day Index Contracts	Dec. 2005	68,362,612	(66,654)
18 Eurodollar 90 Day Index Contracts	March 2006	17,827,650	(17,765)
4 Eurodollar 90 Day Index Contracts	June 2006	3,960,700	(7,566)
TOTAL EURODOLLAR CONTRACTS			(358,509)
Swap Agreements
		Notional Amount	Value
Credit Default Swap
Receive quarterly notional amount multiplied by 1.12% and pay Morgan Stanley, Inc. upon default of Comcast Cable Communications, Inc., par value of the notional amount of Comcast Cable Communications, Inc. 6.75% 1/30/11	June 2006	$ 10,000,000	$ 125,807

Semiannual Report

Managing Your Investments

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1 For mutual fund and brokerage trading.

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Semiannual Report

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7001 West Ray Road
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California

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Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Nevada

2225 Village Walk Drive
Henderson, NV

Semiannual Report

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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
Advisers

Fidelity International Investment
Advisers (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

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

REI-USAN-0305
1.789734.101

Fidelity®

International Real Estate

Fund

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Summary	5	A summary of major shifts in the fund's investments over the past six months.
Investments	6	A complete list of the fund's investments with their market values.
Financial Statements	9	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	13	Notes to the financial statements.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 8, 2004 to January 31, 2005). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (August 1, 2004 to January 31, 2005).

Actual Expenses

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

	Beginning Account Value	Ending Account Value January 31, 2005	Expenses Paid During Period
Actual	$ 1,000.00	$ 1,168.00	$ 6.50 ^A
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,017.64	$ 7.63 ^B

^A Actual expenses are equal to the Fund's expense ratio of 1.50%; multiplied by the average account value over the period, multiplied by 146/365 (to reflect the period September 8, 2004 to January 31, 2005).

^B Hypothetical expenses are equal to the Fund's annualized expense ratio of 1.50%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Summary

Top Ten Stocks as of January 31, 2005
	% of fund's net assets
Westfield Group unit	9.0
Sun Hung Kai Properties Ltd.	4.8
Mitsui Fudosan Co. Ltd.	4.7
British Land Co. PLC	4.5
Mitsubishi Estate Co. Ltd.	3.9
Land Securities Group PLC	3.0
Stockland	2.9
Slough Estates PLC	2.9
Rodamco Europe NV	2.4
Gecina SA	2.3
	40.4
Top Five Countries as of January 31, 2005
(excluding cash equivalents)	% of fund's net assets
United Kingdom	22.6
Australia	20.5
Japan	16.0
Hong Kong	13.8
Netherlands	7.0

Percentages are adjusted for the effect of open futures contracts, if applicable.

Top Five REIT Sectors as of January 31, 2005
	% of fund's net assets
REITs - Management/Investment	28.0
REITs - Office Buildings	3.9
REITs - Shopping Centers	1.0
REITs - Industrial Buildings	0.6

Asset Allocation (% of fund's net assets)
As of January 31, 2005
	Stocks 96.6%
	Short-Term Investments and Net Other Assets 3.4%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.6%
	Shares		Value (Note 1)
Australia - 20.5%
Centro Properties Group unit	622,500		$ 2,575,385
CFS Gandel Retail Trust	1,701,800		2,109,551
Commonwealth Property Office Fund	1,020,100		980,000
DB RREEF Trust unit	713,638		713,229
General Property Trust	553,800		1,660,449
Macquarie Goodman Industrial Trust	1,753,100		3,232,550
Multiplex Group unit	278,959		1,262,161
Stockland unit	946,700		4,305,386
Westfield Group unit	992,300		13,100,085
TOTAL AUSTRALIA			29,938,796
Austria - 0.6%
IMMOFINANZ Immobilien Anlagen AG (a)	98,300		909,682
Finland - 1.0%
Citycon Oyj	374,000		1,442,916
France - 6.1%
Gecina SA	33,000		3,385,060
Klepierre SA	27,500		2,390,762
Unibail (Reg.)	26,500		3,153,511
TOTAL FRANCE			8,929,333
Greece - 1.1%
Babis Vovos International Technical SA	111,980		1,675,560
Hong Kong - 13.8%
Cheung Kong Holdings Ltd. ADR	133,600		1,229,120
China Overseas Land & Investment Ltd.	2,700,000		675,013
Great Eagle Holdings Ltd.	220,000		504,882
Hang Lung Properties Ltd.	621,000		931,518
Henderson Land Development Co. Ltd.	609,700		2,892,222
Hong Kong Land Holdings Ltd.	711,000		1,677,960
Hysan Development Co. Ltd.	547,000		1,044,930
Kerry Properties Ltd.	403,500		848,401
New World Development Co. Ltd.	1,508,000		1,469,362
Sino Land Co.	2,136,000		1,903,267
Sun Hung Kai Properties Ltd.	755,000		6,993,564
TOTAL HONG KONG			20,170,239
Italy - 1.8%
Beni Stabili Spa	1,241,100		1,287,002
Pirelli & C. Real Estate Spa	25,000		1,376,065
TOTAL ITALY			2,663,067
Common Stocks - continued
	Shares		Value (Note 1)
Japan - 16.0%
Japan Prime Realty Investment Corp.	400		$ 1,107,841
Japan Real Estate Investment Corp.	154		1,307,793
Japan Retail Fund Investment Corp.	174		1,469,240
Mitsubishi Estate Co. Ltd.	451,000		5,697,071
Mitsui Fudosan Co. Ltd.	557,000		6,923,194
Nippon Building Fund, Inc.	306		2,574,977
NTT Urban Development Co.	200		895,537
Sumitomo Realty & Development Co. Ltd.	156,000		2,179,860
Tokyu Land Corp.	271,000		1,247,450
TOTAL JAPAN			23,402,963
Netherlands - 7.0%
Corio NV	33,645		1,965,487
Eurocommercial Properties NV	44,999		1,592,394
Nieuwe Steen Investments NV	56,270		1,349,499
Rodamco Europe NV	45,700		3,463,727
Wereldhave NV	18,500		1,904,919
TOTAL NETHERLANDS			10,276,026
Singapore - 3.9%
Ascendas Real Estate Investment Trust (A-REIT)	668,900		804,821
CapitaLand Ltd.	1,236,000		1,728,724
Keppel Land Ltd.	535,000		751,542
Singapore Land Ltd.	458,000		1,524,522
Suntec (REIT)	1,245,000		920,082
TOTAL SINGAPORE			5,729,691
Spain - 0.8%
Inmobiliaria Colonial	26,600		1,178,795
Sweden - 0.5%
Castellum AB	20,700		688,529
Switzerland - 0.9%
PSP Swiss Property AG	31,707		1,346,737
United Kingdom - 22.6%
British Land Co. PLC	406,400		6,590,212
Brixton PLC	208,900		1,377,048
Capital & Regional PLC	230,600		3,114,017
CLS Holdings PLC (a)	168,889		1,304,151
Derwent Valley Holdings PLC	49,300		1,012,083
Development Securities PLC	142,400		1,357,073
Eurocastle Investment Ltd.	19,700		429,576
Great Portland Estates PLC	82,400		518,342
Common Stocks - continued
	Shares		Value (Note 1)
United Kingdom - continued
Hammerson PLC	193,900		$ 3,094,996
Land Securities Group PLC	171,700		4,452,940
Liberty International PLC	110,600		2,020,549
Minerva PLC	102,500		504,822
Shaftesbury PLC	81,600		584,005
Slough Estates PLC	443,900		4,274,261
Unite Group PLC	307,200		1,770,456
Workspace Group PLC	16,500		723,762
TOTAL UNITED KINGDOM			33,128,293
TOTAL COMMON STOCKS (Cost $134,153,604)		141,480,627
Cash Equivalents - 2.4%
	Maturity Amount
Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.45%, dated 1/31/05 due 2/1/05) (Cost $3,481,000)	$ 3,481,237		3,481,000
TOTAL INVESTMENT PORTFOLIO - 99.0% (Cost $137,634,604)			144,961,627
NET OTHER ASSETS - 1.0%			1,434,043
NET ASSETS - 100%		$ 146,395,670

Legend

(a) Non-income producing

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

January 31, 2005 (Unaudited)

Assets
Investment in securities, at value (including repurchase agreements of $3,481,000) (cost $137,634,604) - See accompanying schedule		$ 144,961,627
Cash		596
Foreign currency held at value (cost $51,170)		51,071
Receivable for investments sold		1,314,457
Receivable for fund shares sold		3,779,574
Dividends receivable		400,249
Prepaid expenses		15,060
Other affiliated receivables		368
Other receivables		4,763
Total assets		150,527,765

Liabilities
Payable for investments purchased	$ 3,905,929
Payable for fund shares redeemed	45,346
Accrued management fee	101,779
Other affiliated payables	28,193
Other payables and accrued expenses	50,848
Total liabilities		4,132,095

Net Assets		$ 146,395,670
Net Assets consist of:
Paid in capital		$ 138,694,856
Distributions in excess of net investment income		(35,424)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		403,787
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		7,332,451
Net Assets, for 12,601,396 shares outstanding		$ 146,395,670
Net Asset Value, offering price and redemption price per share ($146,395,670 ÷ 12,601,396 shares)		$ 11.62

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

Semiannual Report

Financial Statements - continued

Statement of Operations

For the period September 8, 2004 (commencement of operations) to January 31, 2005 (Unaudited)

Investment Income
Dividends		$ 705,836
Interest		31,429
		737,265
Less foreign taxes withheld		(119,160)
Total income		618,105

Expenses
Management fee	$ 182,055
Transfer agent fees	64,073
Accounting fees and expenses	16,853
Non-interested trustees' compensation	70
Custodian fees and expenses	165,031
Registration fees	22,499
Audit	19,223
Legal	27
Miscellaneous	27
Total expenses before reductions	469,858
Expense reductions	(101,251)	368,607
Net investment income (loss)		249,498
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	702,661
Foreign currency transactions	(13,952)
Total net realized gain (loss)		688,709
Change in net unrealized appreciation (depreciation) on: Investment securities	7,327,023
Assets and liabilities in foreign currencies	5,428
Total change in net unrealized appreciation (depreciation)		7,332,451
Net gain (loss)		8,021,160
Net increase (decrease) in net assets resulting from operations		$ 8,270,658

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

Semiannual Report

Statement of Changes in Net Assets

	For the period September 8, 2004 (commencement of operations) to January 31, 2005 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 249,498
Net realized gain (loss)	688,709
Change in net unrealized appreciation (depreciation)	7,332,451
Net increase (decrease) in net assets resulting from operations	8,270,658
Distributions to shareholders from net investment income	(284,922)
Distributions to shareholders from net realized gain	(284,922)
Total distributions	(569,844)
Share transactions Proceeds from sales of shares	142,637,891
Reinvestment of distributions	534,380
Cost of shares redeemed	(4,517,151)
Net increase (decrease) in net assets resulting from share transactions	138,655,120
Redemption fees	39,736
Total increase (decrease) in net assets	146,395,670

Net Assets
Beginning of period	-
End of period (including distributions in excess of net investment income of $35,424)	$ 146,395,670
Other Information Shares
Sold	12,951,007
Issued in reinvestment of distributions	46,067
Redeemed	(395,678)
Net increase (decrease)	12,601,396

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

Semiannual Report

Financial Highlights

Period ended January 31,	2005 ^E(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.04
Net realized and unrealized gain (loss)	1.63
Total from investment operations	1.67
Distributions from net investment income	(.03)
Distributions from net realized gain	(.03)
Total distributions	(.06)
Redemption fees added to paid in capital ^D	.01
Net asset value, end of period	$ 11.62
Total Return ^B, ^C	16.80%
Ratios to Average Net Assets ^F
Expenses before expense reductions	1.89% ^A
Expenses net of voluntary waivers, if any	1.50% ^A
Expenses net of all reductions	1.48% ^A
Net investment income (loss)	1.00% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 146,396
Portfolio turnover rate	39% ^A

^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 For the period September 8, 2004 (commencement of operations) to January 31, 2005.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

1. Significant Accounting Policies.

Fidelity International Real Estate 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:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Distributions are recorded on the ex-dividend date. 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 book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

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

Unrealized appreciation	$ 9,266,869
Unrealized depreciation	(1,997,046)
Net unrealized appreciation (depreciation)	$ 7,269,823
Cost for federal income tax purposes	$ 137,691,804

Semiannual Report

1. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management and Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $145,711,651 and $11,550,485, respectively.

4. Fees and Other Transactions with Affiliates.

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Expense Reductions.

FMR voluntarily agreed to reimburse the fund to the extent annual operating expenses exceeded 1.50% of average net assets. Some expenses, for example interest expense, are excluded from this reimbursement. During the period, this reimbursement reduced the fund's expenses by $96,350.

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 $4,868 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 $33.

6. Other.

At the end of the period, one otherwise unaffiliated shareholder was the owner of record of 11% of the total outstanding shares of the fund.

Semiannual Report

Managing Your Investments

By Phone

(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

Semiannual Report

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Nevada

2225 Village Walk Drive
Henderson, NV

Semiannual Report

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

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Semiannual Report

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Small Cap Value

Fund - Class A, Class T,
Class B and Class C

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Class A, Class T, Class B
and Class C are classes of
Fidelity^® Small Cap Value Fund

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Summary	6	A summary of the fund's investments.
Investments	7	A complete list of the fund's investments with their market values.
Financial Statements	14	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	24	Notes to the financial statements.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value	Ending Account Value January 31, 2005	Expenses Paid During Period
Class A
Actual	$ 1,000.00	$ 1,109.50	$ 3.90 ^B
Hypothetical^A	$ 1,000.00	$ 1,017.64	$ 7.63 ^C
Class T
Actual	$ 1,000.00	$ 1,110.00	$ 4.55 ^B
Hypothetical^A	$ 1,000.00	$ 1,016.38	$ 8.89 ^C
Class B
Actual	$ 1,000.00	$ 1,108.00	$ 5.85 ^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42 ^C
Class C
Actual	$ 1,000.00	$ 1,108.00	$ 5.85 ^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42 ^C
Small Cap Value
Actual	$ 1,000.00	$ 1,110.50	$ 3.25 ^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36 ^C
Institutional Class
Actual	$ 1,000.00	$ 1,110.50	$ 3.25 ^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36 ^C

^A 5% return per year before expenses

	Annualized Expense Ratio
Class A	1.50%
Class T	1.75%
Class B	2.25%
Class C	2.25%
Small Cap Value	1.25%
Institutional Class	1.25%

Semiannual Report

Investment Summary

Top Ten Stocks as of January 31, 2005
	% of fund's net assets
Quicksilver Resources, Inc.	5.4
RC2 Corp.	4.9
Steven Madden Ltd.	2.3
Holly Corp.	2.1
Watts Water Technologies, Inc. Class A	1.9
Oxford Industries, Inc.	1.8
Pason Systems, Inc.	1.8
Jarden Corp.	1.6
Encore Acquisition Co.	1.5
Interface, Inc. Class A	1.4
	24.7
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets
Consumer Discretionary	28.4
Financials	20.7
Energy	17.6
Industrials	11.9
Health Care	5.4

Asset Allocation (% of fund's net assets)
As of January 31, 2005*
	Stocks 92.1%
	Short-Term Investments and Net Other Assets 7.9%
* Foreign investments		12.0%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.1%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 28.4%
Auto Components - 0.7%
Spartan Motors, Inc.	113,410		$ 1,254,315
Automobiles - 0.3%
National R.V. Holdings, Inc. (a)	57,700		615,659
Distributors - 0.4%
WESCO International, Inc. (a)	25,000		844,750
Hotels, Restaurants & Leisure - 3.7%
Ambassadors Group, Inc.	3,650		124,100
CBRL Group, Inc.	13,600		559,096
Cosi, Inc. (a)	147,200		883,200
Famous Dave's of America, Inc. (a)	89,900		1,069,810
Kerzner International Ltd. (a)	14,470		872,975
La Quinta Corp. unit (a)	106,300		923,747
Penn National Gaming, Inc. (a)	29,340		1,924,411
Wyndham International, Inc. Class A (a)	834,380		792,661
			7,150,000
Household Durables - 3.0%
Interface, Inc. Class A (a)	284,090		2,678,969
Jarden Corp. (a)	65,650		3,019,900
Lifetime Hoan Corp.	3,358		50,571
			5,749,440
Leisure Equipment & Products - 6.1%
Marine Products Corp.	35,820		907,321
MarineMax, Inc. (a)	48,300		1,519,518
RC2 Corp. (a)	322,990		9,350,561
			11,777,400
Media - 0.5%
Emmis Communications Corp. Class A (a)	51,900		911,883
Multiline Retail - 0.7%
Saks, Inc.	40,300		573,469
Tuesday Morning Corp. (a)	27,300		784,329
			1,357,798
Specialty Retail - 7.4%
Asbury Automotive Group, Inc. (a)	57,800		975,664
Cost Plus, Inc. (a)	60,630		1,590,325
Genesco, Inc. (a)	32,990		954,731
Hot Topic, Inc. (a)	90,915		1,761,933
Kirkland's, Inc. (a)	77,000		800,030
La Senza Corp. (sub. vtg.)	19,100		186,221
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Le Chateau, Inc.:
Class A (sub. vtg.) (c)	17,400		$ 312,304
Class A (sub. vtg.)	15,100		301,136
Lithia Motors, Inc. Class A (sub. vtg.)	37,525		1,019,930
Monro Muffler Brake, Inc. (a)	4,100		106,354
Pacific Sunwear of California, Inc. (a)	56,300		1,378,787
RONA, Inc. (a)	58,240		2,119,269
Select Comfort Corp. (a)	31,340		613,324
Sonic Automotive, Inc. Class A (sub. vtg.)	39,800		929,728
Steiner Leisure Ltd. (a)	17,030		528,254
The Cato Corp. Class A (sub. vtg.)	17,240		524,096
			14,102,086
Textiles, Apparel & Luxury Goods - 5.6%
Ashworth, Inc. (a)	39,900		449,673
Oxford Industries, Inc.	91,560		3,404,201
Steven Madden Ltd. (a)	223,110		4,283,712
Tommy Hilfiger Corp. (a)	161,130		1,582,297
True Religion Apparel, Inc. (a)	103,900		950,685
			10,670,568
TOTAL CONSUMER DISCRETIONARY			54,433,899
CONSUMER STAPLES - 1.8%
Food Products - 1.8%
Green Mountain Coffee Roasters, Inc. (a)	99,480		2,432,286
Hines Horticulture, Inc. (a)	72,530		275,614
Poore Brothers, Inc. (a)	122,530		412,926
Ridley, Inc. (a)	44,600		344,998
			3,465,824
ENERGY - 17.6%
Energy Equipment & Services - 3.3%
Maverick Tube Corp. (a)	58,620		1,996,597
Oil States International, Inc. (a)	28,860		549,783
Pason Systems, Inc.	107,650		3,340,398
Willbros Group, Inc. (a)	19,960		427,942
			6,314,720
Oil & Gas - 14.3%
Blackrock Ventures, Inc. (a)	166,490		1,297,255
Denbury Resources, Inc. (a)	75,590		2,207,228
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil & Gas - continued
Encore Acquisition Co. (a)	79,080		$ 2,949,684
General Maritime Corp. (a)	8,660		397,494
Holly Corp.	132,750		4,017,015
Penn Virginia Corp.	45,670		1,934,581
Quicksilver Resources, Inc. (a)	231,100		10,267,765
Range Resources Corp.	102,150		2,266,709
Thunder Energy, Inc. (a)	268,860		1,826,268
Top Tankers, Inc.	20,400		344,556
			27,508,555
TOTAL ENERGY			33,823,275
FINANCIALS - 20.7%
Capital Markets - 0.2%
Affiliated Managers Group, Inc. (a)	6,000		380,460
Commercial Banks - 3.0%
Cathay General Bancorp	30,120		1,094,260
Center Financial Corp., California	82,960		1,726,398
Hanmi Financial Corp.	37,520		1,333,086
Nara Bancorp, Inc.	25,300		504,735
Wintrust Financial Corp.	20,260		1,124,025
			5,782,504
Consumer Finance - 0.5%
ACE Cash Express, Inc. (a)	35,490		936,936
Diversified Financial Services - 0.9%
Marlin Business Services Corp. (a)	99,100		1,803,620
Insurance - 8.0%
Arch Capital Group Ltd. (a)	11,090		407,336
HCC Insurance Holdings, Inc.	54,680		1,797,332
Hilb Rogal & Hobbs Co.	24,650		876,554
IPC Holdings Ltd.	54,600		2,304,666
National Interstate Corp.	1,300		20,215
Philadelphia Consolidated Holding Corp. (a)	12,580		843,741
RLI Corp.	37,520		1,630,619
Specialty Underwriters' Alliance, Inc.	174,900		1,708,773
StanCorp Financial Group, Inc.	11,900		1,011,500
United America Indemnity Ltd. Class A	127,412		2,293,416
USI Holdings Corp. (a)	214,230		2,420,799
			15,314,951
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Real Estate - 6.7%
American Campus Communities, Inc.	44,620		$ 903,555
American Financial Realty Trust (SBI)	63,800		960,190
CarrAmerica Realty Corp.	18,360		557,226
Education Realty Trust, Inc.	56,300		945,277
Extra Space Storage, Inc.	47,000		609,590
Far East Consortium International Ltd.	1,175,000		459,464
Feldman Mall Properties, Inc.	125,000		1,600,000
GMH Communities Trust	69,100		901,064
Highwoods Properties, Inc. (SBI)	43,900		1,075,550
Kilroy Realty Corp.	37,080		1,449,086
Macquarie Goodman Industrial Trust	920,400		1,697,130
Pan Pacific Retail Properties, Inc.	14,500		839,405
Reckson Associates Realty Corp.	24,570		753,808
			12,751,345
Thrifts & Mortgage Finance - 1.4%
Bank Mutual Corp.	88,100		1,064,248
KNBT Bancorp, Inc.	25,600		424,448
NetBank, Inc.	118,100		1,127,855
			2,616,551
TOTAL FINANCIALS			39,586,367
HEALTH CARE - 5.4%
Biotechnology - 0.2%
Stratagene Corp. (a)	61,700		407,220
Health Care Equipment & Supplies - 1.3%
Dade Behring Holdings, Inc. (a)	9,540		545,211
DJ Orthopedics, Inc. (a)	59,880		1,446,102
Orthofix International NV (a)	10,790		431,384
			2,422,697
Health Care Providers & Services - 3.7%
Air Methods Corp. (a)	104,700		778,968
America Service Group, Inc. (a)	32,860		901,350
DaVita, Inc. (a)	9,650		404,914
Horizon Health Corp. (a)	18,400		560,280
ICON PLC sponsored ADR (a)	52,960		1,859,955
Medtox Scientific, Inc. (a)	199,090		1,632,538
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Per-Se Technologies, Inc. (a)	31,957		$ 466,572
PSS World Medical, Inc. (a)	32,730		410,762
			7,015,339
Pharmaceuticals - 0.2%
Connetics Corp. (a)	11,500		280,830
Par Pharmaceutical Companies, Inc. (a)	4,000		151,600
			432,430
TOTAL HEALTH CARE			10,277,686
INDUSTRIALS - 11.9%
Aerospace & Defense - 0.5%
BE Aerospace, Inc. (a)	65,760		709,550
Ceramic Protection Corp. (a)	16,700		318,243
			1,027,793
Air Freight & Logistics - 1.6%
Dynamex, Inc. (a)	13,820		250,142
Hub Group, Inc. Class A (a)	10,660		580,544
Park-Ohio Holdings Corp. (a)	92,620		2,284,935
			3,115,621
Building Products - 0.2%
Quixote Corp.	22,300		445,777
Commercial Services & Supplies - 1.7%
Banta Corp.	10,900		472,079
Cenveo, Inc. (a)	213,130		628,734
Herman Miller, Inc.	36,380		972,074
Standard Parking Corp.	50,200		761,534
Waste Services, Inc. (a)	95,000		313,500
			3,147,921
Construction & Engineering - 1.9%
Comfort Systems USA, Inc. (a)	339,600		2,312,676
Granite Construction, Inc.	11,400		283,860
URS Corp. (a)	35,000		987,350
			3,583,886
Electrical Equipment - 1.1%
A.O. Smith Corp.	16,000		433,760
Acuity Brands, Inc.	61,650		1,693,526
			2,127,286
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Industrial Conglomerates - 0.9%
Carlisle Companies, Inc.	20,800		$ 1,311,856
Walter Industries, Inc.	11,600		406,232
			1,718,088
Machinery - 3.6%
Manitowoc Co., Inc.	42,960		1,563,744
Tennant Co.	24,000		929,040
Trinity Industries, Inc.	6,082		183,981
Wabtec Corp.	35,900		669,176
Watts Water Technologies, Inc. Class A	111,410		3,570,691
			6,916,632
Marine - 0.1%
Alexander & Baldwin, Inc.	4,000		184,000
Trading Companies & Distributors - 0.3%
UAP Holding Corp.	32,000		480,000
TOTAL INDUSTRIALS			22,747,004
INFORMATION TECHNOLOGY - 4.0%
Electronic Equipment & Instruments - 1.2%
KEMET Corp. (a)	123,800		1,046,110
Mettler-Toledo International, Inc. (a)	18,430		924,449
Winland Electronics, Inc. (a)	72,860		289,254
			2,259,813
Internet Software & Services - 1.0%
Cryptologic, Inc.	20,260		501,337
j2 Global Communications, Inc. (a)	3,960		128,621
Mediagrif Interactive Technologies, Inc. (a)	101,250		803,604
Vitria Technology, Inc. (a)	105,590		432,919
			1,866,481
Semiconductors & Semiconductor Equipment - 1.1%
Cascade Microtech, Inc.	37,000		392,200
Fairchild Semiconductor International, Inc. (a)	70,000		998,900
MKS Instruments, Inc. (a)	47,700		746,505
			2,137,605
Software - 0.7%
Moldflow Corp. (a)	79,580		1,344,902
TOTAL INFORMATION TECHNOLOGY			7,608,801
Common Stocks - continued
	Shares		Value (Note 1)
MATERIALS - 2.3%
Chemicals - 2.0%
Albemarle Corp.	16,500		$ 579,315
Cytec Industries, Inc.	15,070		768,570
Pioneer Companies, Inc. (a)	115,290		2,463,747
			3,811,632
Metals & Mining - 0.3%
Massey Energy Co.	18,250		692,223
TOTAL MATERIALS			4,503,855
TOTAL COMMON STOCKS (Cost $170,461,828)		176,446,711
Money Market Funds - 8.6%

Fidelity Cash Central Fund, 2.31% (b) (Cost $16,381,642)	16,381,642		16,381,642
TOTAL INVESTMENT PORTFOLIO - 100.7% (Cost $186,843,470)			192,828,353
NET OTHER ASSETS - (0.7)%			(1,341,346)
NET ASSETS - 100%		$ 191,487,007

Legend

(a) Non-income producing

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
Le Chateau, Inc. Class A (sub. vtg.)	12/16/04	$ 321,007

Other Information

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

United States of America	88.0%
Canada	6.0%
Bermuda	1.4%
Cayman Islands	1.2%
Ireland	1.0%
Others (individually less than 1%)	2.4%
	100.0%

Semiannual Report

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

Financial Statements

Statement of Assets and Liabilities

January 31, 2005 (Unaudited)

Assets
Investment in securities, at value (cost $186,843,470) - See accompanying schedule		$ 192,828,353
Foreign currency held at value (cost $113,820)		113,669
Receivable for investments sold		2,558,421
Receivable for fund shares sold		1,234,960
Dividends receivable		40,072
Interest receivable		34,569
Prepaid expenses		69,563
Other affiliated receivables		1,055
Other receivables		28,689
Total assets		196,909,351

Liabilities
Payable for investments purchased	$ 5,180,265
Payable for fund shares redeemed	70,768
Accrued management fee	116,361
Distribution fees payable	4,145
Other affiliated payables	32,382
Other payables and accrued expenses	18,423
Total liabilities		5,422,344

Net Assets		$ 191,487,007
Net Assets consist of:
Paid in capital		$ 185,399,299
Accumulated net investment loss		(173,598)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		276,113
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		5,985,193
Net Assets		$ 191,487,007

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

Semiannual Report

Statement of Assets and Liabilities - continued

January 31, 2005 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($2,147,250 ÷ 193,541 shares)		$ 11.09

Maximum offering price per share (100/94.25 of $11.09)		$ 11.77
Class T: Net Asset Value and redemption price per share ($2,304,283 ÷ 207,643 shares)		$ 11.10

Maximum offering price per share (100/96.50 of $11.10)		$ 11.50
Class B: Net Asset Value and offering price per share ($1,413,861 ÷ 127,603 shares) ^A		$ 11.08

Class C: Net Asset Value and offering price per share ($3,039,847 ÷ 274,296 shares)^A		$ 11.08


Small Cap Value: Net Asset Value, offering price and redemption price per share ($181,521,573 ÷ 16,348,577 shares)		$ 11.10

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,060,193 ÷ 95,488 shares)		$ 11.10

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Statement of Operations

November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)

Investment Income
Dividends		$ 122,601
Interest		70,806
Total income		193,407

Expenses
Management fee	$ 186,717
Transfer agent fees	60,981
Distribution fees	7,997
Accounting fees and expenses	12,551
Non-interested trustees' compensation	51
Custodian fees and expenses	21,404
Registration fees	43,403
Audit	11,637
Legal	12
Total expenses before reductions	344,753
Expense reductions	(47,342)	297,411
Net investment income (loss)		(104,004)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	256,343
Foreign currency transactions	19,770
Total net realized gain (loss)		276,113
Change in net unrealized appreciation (depreciation) on: Investment securities	5,984,883
Assets and liabilities in foreign currencies	310
Total change in net unrealized appreciation (depreciation)		5,985,193
Net gain (loss)		6,261,306
Net increase (decrease) in net assets resulting from operations		$ 6,157,302

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

Semiannual Report

Statement of Changes in Net Assets

	November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (104,004)
Net realized gain (loss)	276,113
Change in net unrealized appreciation (depreciation)	5,985,193
Net increase (decrease) in net assets resulting from operations	6,157,302
Distributions to shareholders from net investment income	(69,594)
Share transactions - net increase (decrease)	185,372,117
Redemption fees	27,182
Total increase (decrease) in net assets	191,487,007

Net Assets
Beginning of period	-
End of period (including accumulated net investment loss of $173,598)	$ 191,487,007

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

Semiannual Report

Financial Highlights - Class A

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.10
Distributions from net investment income	(.01)
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.09
Total Return ^B, ^C, ^D	10.95%
Ratios to Average Net Assets ^G
Expenses before expense reductions	1.75% ^A
Expenses net of voluntary waivers, if any	1.50% ^A
Expenses net of all reductions	1.39% ^A
Net investment income (loss)	(.63)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,147
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.10
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.10
Total Return ^B, ^C, ^D	11.00%
Ratios to Average Net Assets ^G
Expenses before expense reductions	2.07% ^A
Expenses net of voluntary waivers, if any	1.75% ^A
Expenses net of all reductions	1.64% ^A
Net investment income (loss)	(.88)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,304
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.03)
Net realized and unrealized gain (loss)	1.11
Total from investment operations	1.08
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.08
Total Return ^B, ^C, ^D	10.80%
Ratios to Average Net Assets ^G
Expenses before expense reductions	2.56% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.14% ^A
Net investment income (loss)	(1.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,414
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.03)
Net realized and unrealized gain (loss)	1.11
Total from investment operations	1.08
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.08
Total Return ^B, ^C, ^D	10.80%
Ratios to Average Net Assets ^G
Expenses before expense reductions	2.43% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.14% ^A
Net investment income (loss)	(1.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,040
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Small Cap Value

	Period ended January 31, 2005 ^E
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.11
Distributions from net investment income	(.01)
Redemption fees added to paid in capital ^D	- ^G
Net asset value, end of period	$ 11.10
Total Return ^B, ^C	11.05%
Ratios to Average Net Assets ^F
Expenses before expense reductions	1.31% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.14% ^A
Net investment income (loss)	(.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 181,522
Portfolio turnover rate	51% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^G Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Period ended January 31, 2005 ^E
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.11
Distributions from net investment income	(.01)
Redemption fees added to paid in capital ^D	- ^G
Net asset value, end of period	$ 11.10
Total Return ^B, ^C	11.05%
Ratios to Average Net Assets ^F
Expenses before expense reductions	1.48% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.14% ^A
Net investment income (loss)	(.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,060
Portfolio turnover rate	51% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^G Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

1. Significant Accounting Policies.

Semiannual Report

1. Significant Accounting Policies - continued

Foreign Currency - continued

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 10,083,627
Unrealized depreciation	(4,158,686)
Net unrealized appreciation (depreciation)	$ 5,924,941
Cost for federal income tax purposes	$ 186,903,412

2. Operating Policies.

Semiannual Report

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $181,634,225 and $11,402,518, respectively.

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 .45% of the fund's average net assets and a group fee rate that averaged .27% 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 investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index. The fund's performance adjustment will not take effect until November 1, 2005. Subsequent months will be added until the performance period includes 36 months. For the period, the total annualized management fee rate was .73% of the fund's average net assets.

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	0%	.25%	$ 846	$ 366
Class T	.25%	.25%	1,730	732
Class B	.75%	.25%	2,162	1,999
Class C	.75%	.25%	3,259	2,344
			$ 7,997	$ 5,441

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 4,302
Class T	1,849
Class B *	98
Class C *	-
	$ 6,249

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Small Cap Value. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Small Cap Value shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

	Amount	% of Average Net Assets
Class A	$ 868	.26*
Class T	1,158	.34*
Class B	534	.25*
Class C	627	.19*
Small Cap Value	57,440	.24*
Institutional Class	354	.17*
	$ 60,981

* Annualized

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Expense Reductions.

	Expense limitations	Reimbursement from adviser

Class A	1.50%	$ 839
Class T	1.75%	1,091
Class B	2.25%	666
Class C	2.25%	571
Small Cap Value	1.25%	15,034
Institutional Class	1.25%	476
		$ 18,677

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Other.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	November 3, 2004 (commencement of operations) to January 31, 2005
From net investment income
Class A	$ 723
Small Cap Value	68,438
Institutional Class	433
Total	$ 69,594

Semiannual Report

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Dollars
	November 3, 2004 (commencement of operations) to January 31, 2005	November 3, 2004 (commencement of operations) to January 31, 2005
Class A
Shares sold	193,487	$ 2,028,329
Reinvestment of distributions	54	590
Net increase (decrease)	193,541	$ 2,028,919
Class T
Shares sold	207,872	$ 2,197,638
Shares redeemed	(229)	(2,544)
Net increase (decrease)	207,643	$ 2,195,094
Class B
Shares sold	127,792	$ 1,329,789
Shares redeemed	(189)	(2,048)
Net increase (decrease)	127,603	$ 1,327,741
Class C
Shares sold	276,817	$ 2,931,865
Shares redeemed	(2,521)	(27,703)
Net increase (decrease)	274,296	$ 2,904,162
Small Cap Value
Shares sold	16,534,181	$ 177,946,027
Reinvestment of distributions	6,024	66,449
Shares redeemed	(191,628)	(2,079,070)
Net increase (decrease)	16,348,577	$ 175,933,406
Institutional Class
Shares sold	95,449	$ 982,362
Reinvestment of distributions	39	433
Net increase (decrease)	95,488	$ 982,795

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) 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 Investments Institutional
Operations Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

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

ASCV-USAN-0305
1.803737.100

Fidelity Advisor

Small Cap Value

Fund - Institutional Class

Semiannual Report

January 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Institutional Class
is a class of Fidelity®
Small Cap Value Fund

Chairman's Message	3	Ned Johnson's message to shareholders.
Shareholder Expense Example	4	An example of shareholder expenses.
Investment Summary	6	A summary of the fund's investments.
Investments	7	A complete list of the fund's investments with their market values.
Financial Statements	14	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	24	Notes to the financial statements.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value	Ending Account Value January 31, 2005	Expenses Paid During Period
Class A
Actual	$ 1,000.00	$ 1,109.50	$ 3.90 ^B
Hypothetical^A	$ 1,000.00	$ 1,017.64	$ 7.63 ^C
Class T
Actual	$ 1,000.00	$ 1,110.00	$ 4.55 ^B
Hypothetical^A	$ 1,000.00	$ 1,016.38	$ 8.89 ^C
Class B
Actual	$ 1,000.00	$ 1,108.00	$ 5.85 ^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42 ^C
Class C
Actual	$ 1,000.00	$ 1,108.00	$ 5.85 ^B
Hypothetical^A	$ 1,000.00	$ 1,013.86	$ 11.42 ^C
Small Cap Value
Actual	$ 1,000.00	$ 1,110.50	$ 3.25 ^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36 ^C
Institutional Class
Actual	$ 1,000.00	$ 1,110.50	$ 3.25 ^B
Hypothetical^A	$ 1,000.00	$ 1,018.90	$ 6.36 ^C

^A 5% return per year before expenses

	Annualized Expense Ratio
Class A	1.50%
Class T	1.75%
Class B	2.25%
Class C	2.25%
Small Cap Value	1.25%
Institutional Class	1.25%

Semiannual Report

Investment Summary

Top Ten Stocks as of January 31, 2005
	% of fund's net assets
Quicksilver Resources, Inc.	5.4
RC2 Corp.	4.9
Steven Madden Ltd.	2.3
Holly Corp.	2.1
Watts Water Technologies, Inc. Class A	1.9
Oxford Industries, Inc.	1.8
Pason Systems, Inc.	1.8
Jarden Corp.	1.6
Encore Acquisition Co.	1.5
Interface, Inc. Class A	1.4
	24.7
Top Five Market Sectors as of January 31, 2005
	% of fund's net assets
Consumer Discretionary	28.4
Financials	20.7
Energy	17.6
Industrials	11.9
Health Care	5.4

Asset Allocation (% of fund's net assets)
As of January 31, 2005*
	Stocks 92.1%
	Short-Term Investments and Net Other Assets 7.9%
* Foreign investments		12.0%

Semiannual Report

Investments January 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.1%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 28.4%
Auto Components - 0.7%
Spartan Motors, Inc.	113,410		$ 1,254,315
Automobiles - 0.3%
National R.V. Holdings, Inc. (a)	57,700		615,659
Distributors - 0.4%
WESCO International, Inc. (a)	25,000		844,750
Hotels, Restaurants & Leisure - 3.7%
Ambassadors Group, Inc.	3,650		124,100
CBRL Group, Inc.	13,600		559,096
Cosi, Inc. (a)	147,200		883,200
Famous Dave's of America, Inc. (a)	89,900		1,069,810
Kerzner International Ltd. (a)	14,470		872,975
La Quinta Corp. unit (a)	106,300		923,747
Penn National Gaming, Inc. (a)	29,340		1,924,411
Wyndham International, Inc. Class A (a)	834,380		792,661
			7,150,000
Household Durables - 3.0%
Interface, Inc. Class A (a)	284,090		2,678,969
Jarden Corp. (a)	65,650		3,019,900
Lifetime Hoan Corp.	3,358		50,571
			5,749,440
Leisure Equipment & Products - 6.1%
Marine Products Corp.	35,820		907,321
MarineMax, Inc. (a)	48,300		1,519,518
RC2 Corp. (a)	322,990		9,350,561
			11,777,400
Media - 0.5%
Emmis Communications Corp. Class A (a)	51,900		911,883
Multiline Retail - 0.7%
Saks, Inc.	40,300		573,469
Tuesday Morning Corp. (a)	27,300		784,329
			1,357,798
Specialty Retail - 7.4%
Asbury Automotive Group, Inc. (a)	57,800		975,664
Cost Plus, Inc. (a)	60,630		1,590,325
Genesco, Inc. (a)	32,990		954,731
Hot Topic, Inc. (a)	90,915		1,761,933
Kirkland's, Inc. (a)	77,000		800,030
La Senza Corp. (sub. vtg.)	19,100		186,221
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Le Chateau, Inc.:
Class A (sub. vtg.) (c)	17,400		$ 312,304
Class A (sub. vtg.)	15,100		301,136
Lithia Motors, Inc. Class A (sub. vtg.)	37,525		1,019,930
Monro Muffler Brake, Inc. (a)	4,100		106,354
Pacific Sunwear of California, Inc. (a)	56,300		1,378,787
RONA, Inc. (a)	58,240		2,119,269
Select Comfort Corp. (a)	31,340		613,324
Sonic Automotive, Inc. Class A (sub. vtg.)	39,800		929,728
Steiner Leisure Ltd. (a)	17,030		528,254
The Cato Corp. Class A (sub. vtg.)	17,240		524,096
			14,102,086
Textiles, Apparel & Luxury Goods - 5.6%
Ashworth, Inc. (a)	39,900		449,673
Oxford Industries, Inc.	91,560		3,404,201
Steven Madden Ltd. (a)	223,110		4,283,712
Tommy Hilfiger Corp. (a)	161,130		1,582,297
True Religion Apparel, Inc. (a)	103,900		950,685
			10,670,568
TOTAL CONSUMER DISCRETIONARY			54,433,899
CONSUMER STAPLES - 1.8%
Food Products - 1.8%
Green Mountain Coffee Roasters, Inc. (a)	99,480		2,432,286
Hines Horticulture, Inc. (a)	72,530		275,614
Poore Brothers, Inc. (a)	122,530		412,926
Ridley, Inc. (a)	44,600		344,998
			3,465,824
ENERGY - 17.6%
Energy Equipment & Services - 3.3%
Maverick Tube Corp. (a)	58,620		1,996,597
Oil States International, Inc. (a)	28,860		549,783
Pason Systems, Inc.	107,650		3,340,398
Willbros Group, Inc. (a)	19,960		427,942
			6,314,720
Oil & Gas - 14.3%
Blackrock Ventures, Inc. (a)	166,490		1,297,255
Denbury Resources, Inc. (a)	75,590		2,207,228
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil & Gas - continued
Encore Acquisition Co. (a)	79,080		$ 2,949,684
General Maritime Corp. (a)	8,660		397,494
Holly Corp.	132,750		4,017,015
Penn Virginia Corp.	45,670		1,934,581
Quicksilver Resources, Inc. (a)	231,100		10,267,765
Range Resources Corp.	102,150		2,266,709
Thunder Energy, Inc. (a)	268,860		1,826,268
Top Tankers, Inc.	20,400		344,556
			27,508,555
TOTAL ENERGY			33,823,275
FINANCIALS - 20.7%
Capital Markets - 0.2%
Affiliated Managers Group, Inc. (a)	6,000		380,460
Commercial Banks - 3.0%
Cathay General Bancorp	30,120		1,094,260
Center Financial Corp., California	82,960		1,726,398
Hanmi Financial Corp.	37,520		1,333,086
Nara Bancorp, Inc.	25,300		504,735
Wintrust Financial Corp.	20,260		1,124,025
			5,782,504
Consumer Finance - 0.5%
ACE Cash Express, Inc. (a)	35,490		936,936
Diversified Financial Services - 0.9%
Marlin Business Services Corp. (a)	99,100		1,803,620
Insurance - 8.0%
Arch Capital Group Ltd. (a)	11,090		407,336
HCC Insurance Holdings, Inc.	54,680		1,797,332
Hilb Rogal & Hobbs Co.	24,650		876,554
IPC Holdings Ltd.	54,600		2,304,666
National Interstate Corp.	1,300		20,215
Philadelphia Consolidated Holding Corp. (a)	12,580		843,741
RLI Corp.	37,520		1,630,619
Specialty Underwriters' Alliance, Inc.	174,900		1,708,773
StanCorp Financial Group, Inc.	11,900		1,011,500
United America Indemnity Ltd. Class A	127,412		2,293,416
USI Holdings Corp. (a)	214,230		2,420,799
			15,314,951
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Real Estate - 6.7%
American Campus Communities, Inc.	44,620		$ 903,555
American Financial Realty Trust (SBI)	63,800		960,190
CarrAmerica Realty Corp.	18,360		557,226
Education Realty Trust, Inc.	56,300		945,277
Extra Space Storage, Inc.	47,000		609,590
Far East Consortium International Ltd.	1,175,000		459,464
Feldman Mall Properties, Inc.	125,000		1,600,000
GMH Communities Trust	69,100		901,064
Highwoods Properties, Inc. (SBI)	43,900		1,075,550
Kilroy Realty Corp.	37,080		1,449,086
Macquarie Goodman Industrial Trust	920,400		1,697,130
Pan Pacific Retail Properties, Inc.	14,500		839,405
Reckson Associates Realty Corp.	24,570		753,808
			12,751,345
Thrifts & Mortgage Finance - 1.4%
Bank Mutual Corp.	88,100		1,064,248
KNBT Bancorp, Inc.	25,600		424,448
NetBank, Inc.	118,100		1,127,855
			2,616,551
TOTAL FINANCIALS			39,586,367
HEALTH CARE - 5.4%
Biotechnology - 0.2%
Stratagene Corp. (a)	61,700		407,220
Health Care Equipment & Supplies - 1.3%
Dade Behring Holdings, Inc. (a)	9,540		545,211
DJ Orthopedics, Inc. (a)	59,880		1,446,102
Orthofix International NV (a)	10,790		431,384
			2,422,697
Health Care Providers & Services - 3.7%
Air Methods Corp. (a)	104,700		778,968
America Service Group, Inc. (a)	32,860		901,350
DaVita, Inc. (a)	9,650		404,914
Horizon Health Corp. (a)	18,400		560,280
ICON PLC sponsored ADR (a)	52,960		1,859,955
Medtox Scientific, Inc. (a)	199,090		1,632,538
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Per-Se Technologies, Inc. (a)	31,957		$ 466,572
PSS World Medical, Inc. (a)	32,730		410,762
			7,015,339
Pharmaceuticals - 0.2%
Connetics Corp. (a)	11,500		280,830
Par Pharmaceutical Companies, Inc. (a)	4,000		151,600
			432,430
TOTAL HEALTH CARE			10,277,686
INDUSTRIALS - 11.9%
Aerospace & Defense - 0.5%
BE Aerospace, Inc. (a)	65,760		709,550
Ceramic Protection Corp. (a)	16,700		318,243
			1,027,793
Air Freight & Logistics - 1.6%
Dynamex, Inc. (a)	13,820		250,142
Hub Group, Inc. Class A (a)	10,660		580,544
Park-Ohio Holdings Corp. (a)	92,620		2,284,935
			3,115,621
Building Products - 0.2%
Quixote Corp.	22,300		445,777
Commercial Services & Supplies - 1.7%
Banta Corp.	10,900		472,079
Cenveo, Inc. (a)	213,130		628,734
Herman Miller, Inc.	36,380		972,074
Standard Parking Corp.	50,200		761,534
Waste Services, Inc. (a)	95,000		313,500
			3,147,921
Construction & Engineering - 1.9%
Comfort Systems USA, Inc. (a)	339,600		2,312,676
Granite Construction, Inc.	11,400		283,860
URS Corp. (a)	35,000		987,350
			3,583,886
Electrical Equipment - 1.1%
A.O. Smith Corp.	16,000		433,760
Acuity Brands, Inc.	61,650		1,693,526
			2,127,286
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Industrial Conglomerates - 0.9%
Carlisle Companies, Inc.	20,800		$ 1,311,856
Walter Industries, Inc.	11,600		406,232
			1,718,088
Machinery - 3.6%
Manitowoc Co., Inc.	42,960		1,563,744
Tennant Co.	24,000		929,040
Trinity Industries, Inc.	6,082		183,981
Wabtec Corp.	35,900		669,176
Watts Water Technologies, Inc. Class A	111,410		3,570,691
			6,916,632
Marine - 0.1%
Alexander & Baldwin, Inc.	4,000		184,000
Trading Companies & Distributors - 0.3%
UAP Holding Corp.	32,000		480,000
TOTAL INDUSTRIALS			22,747,004
INFORMATION TECHNOLOGY - 4.0%
Electronic Equipment & Instruments - 1.2%
KEMET Corp. (a)	123,800		1,046,110
Mettler-Toledo International, Inc. (a)	18,430		924,449
Winland Electronics, Inc. (a)	72,860		289,254
			2,259,813
Internet Software & Services - 1.0%
Cryptologic, Inc.	20,260		501,337
j2 Global Communications, Inc. (a)	3,960		128,621
Mediagrif Interactive Technologies, Inc. (a)	101,250		803,604
Vitria Technology, Inc. (a)	105,590		432,919
			1,866,481
Semiconductors & Semiconductor Equipment - 1.1%
Cascade Microtech, Inc.	37,000		392,200
Fairchild Semiconductor International, Inc. (a)	70,000		998,900
MKS Instruments, Inc. (a)	47,700		746,505
			2,137,605
Software - 0.7%
Moldflow Corp. (a)	79,580		1,344,902
TOTAL INFORMATION TECHNOLOGY			7,608,801
Common Stocks - continued
	Shares		Value (Note 1)
MATERIALS - 2.3%
Chemicals - 2.0%
Albemarle Corp.	16,500		$ 579,315
Cytec Industries, Inc.	15,070		768,570
Pioneer Companies, Inc. (a)	115,290		2,463,747
			3,811,632
Metals & Mining - 0.3%
Massey Energy Co.	18,250		692,223
TOTAL MATERIALS			4,503,855
TOTAL COMMON STOCKS (Cost $170,461,828)		176,446,711
Money Market Funds - 8.6%

Fidelity Cash Central Fund, 2.31% (b) (Cost $16,381,642)	16,381,642		16,381,642
TOTAL INVESTMENT PORTFOLIO - 100.7% (Cost $186,843,470)			192,828,353
NET OTHER ASSETS - (0.7)%			(1,341,346)
NET ASSETS - 100%		$ 191,487,007

Legend

(a) Non-income producing

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
Le Chateau, Inc. Class A (sub. vtg.)	12/16/04	$ 321,007

Other Information

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

United States of America	88.0%
Canada	6.0%
Bermuda	1.4%
Cayman Islands	1.2%
Ireland	1.0%
Others (individually less than 1%)	2.4%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

January 31, 2005 (Unaudited)

Assets
Investment in securities, at value (cost $186,843,470) - See accompanying schedule		$ 192,828,353
Foreign currency held at value (cost $113,820)		113,669
Receivable for investments sold		2,558,421
Receivable for fund shares sold		1,234,960
Dividends receivable		40,072
Interest receivable		34,569
Prepaid expenses		69,563
Other affiliated receivables		1,055
Other receivables		28,689
Total assets		196,909,351

Liabilities
Payable for investments purchased	$ 5,180,265
Payable for fund shares redeemed	70,768
Accrued management fee	116,361
Distribution fees payable	4,145
Other affiliated payables	32,382
Other payables and accrued expenses	18,423
Total liabilities		5,422,344

Net Assets		$ 191,487,007
Net Assets consist of:
Paid in capital		$ 185,399,299
Accumulated net investment loss		(173,598)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		276,113
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		5,985,193
Net Assets		$ 191,487,007

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

Semiannual Report

Statement of Assets and Liabilities - continued

January 31, 2005 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($2,147,250 ÷ 193,541 shares)		$ 11.09

Maximum offering price per share (100/94.25 of $11.09)		$ 11.77
Class T: Net Asset Value and redemption price per share ($2,304,283 ÷ 207,643 shares)		$ 11.10

Maximum offering price per share (100/96.50 of $11.10)		$ 11.50
Class B: Net Asset Value and offering price per share ($1,413,861 ÷ 127,603 shares) ^A		$ 11.08

Class C: Net Asset Value and offering price per share ($3,039,847 ÷ 274,296 shares)^A		$ 11.08


Small Cap Value: Net Asset Value, offering price and redemption price per share ($181,521,573 ÷ 16,348,577 shares)		$ 11.10

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,060,193 ÷ 95,488 shares)		$ 11.10

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Statement of Operations

November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)

Investment Income
Dividends		$ 122,601
Interest		70,806
Total income		193,407

Expenses
Management fee	$ 186,717
Transfer agent fees	60,981
Distribution fees	7,997
Accounting fees and expenses	12,551
Non-interested trustees' compensation	51
Custodian fees and expenses	21,404
Registration fees	43,403
Audit	11,637
Legal	12
Total expenses before reductions	344,753
Expense reductions	(47,342)	297,411
Net investment income (loss)		(104,004)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	256,343
Foreign currency transactions	19,770
Total net realized gain (loss)		276,113
Change in net unrealized appreciation (depreciation) on: Investment securities	5,984,883
Assets and liabilities in foreign currencies	310
Total change in net unrealized appreciation (depreciation)		5,985,193
Net gain (loss)		6,261,306
Net increase (decrease) in net assets resulting from operations		$ 6,157,302

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

Semiannual Report

Statement of Changes in Net Assets

	November 3, 2004 (commencement of operations) to January 31, 2005 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (104,004)
Net realized gain (loss)	276,113
Change in net unrealized appreciation (depreciation)	5,985,193
Net increase (decrease) in net assets resulting from operations	6,157,302
Distributions to shareholders from net investment income	(69,594)
Share transactions - net increase (decrease)	185,372,117
Redemption fees	27,182
Total increase (decrease) in net assets	191,487,007

Net Assets
Beginning of period	-
End of period (including accumulated net investment loss of $173,598)	$ 191,487,007

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

Semiannual Report

Financial Highlights - Class A

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.10
Distributions from net investment income	(.01)
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.09
Total Return ^B, ^C, ^D	10.95%
Ratios to Average Net Assets ^G
Expenses before expense reductions	1.75% ^A
Expenses net of voluntary waivers, if any	1.50% ^A
Expenses net of all reductions	1.39% ^A
Net investment income (loss)	(.63)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,147
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.02)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.10
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.10
Total Return ^B, ^C, ^D	11.00%
Ratios to Average Net Assets ^G
Expenses before expense reductions	2.07% ^A
Expenses net of voluntary waivers, if any	1.75% ^A
Expenses net of all reductions	1.64% ^A
Net investment income (loss)	(.88)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,304
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the sales charges.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.03)
Net realized and unrealized gain (loss)	1.11
Total from investment operations	1.08
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.08
Total Return ^B, ^C, ^D	10.80%
Ratios to Average Net Assets ^G
Expenses before expense reductions	2.56% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.14% ^A
Net investment income (loss)	(1.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,414
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

	Period ended January 31, 2005 ^F
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.03)
Net realized and unrealized gain (loss)	1.11
Total from investment operations	1.08
Redemption fees added to paid in capital ^E	- ^H
Net asset value, end of period	$ 11.08
Total Return ^B, ^C, ^D	10.80%
Ratios to Average Net Assets ^G
Expenses before expense reductions	2.43% ^A
Expenses net of voluntary waivers, if any	2.25% ^A
Expenses net of all reductions	2.14% ^A
Net investment income (loss)	(1.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,040
Portfolio turnover rate	51% ^A

^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 Total returns do not include the effect of the contingent deferred sales charge.

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

^F For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^H Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Small Cap Value

	Period ended January 31, 2005 ^E
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.11
Distributions from net investment income	(.01)
Redemption fees added to paid in capital ^D	- ^G
Net asset value, end of period	$ 11.10
Total Return ^B, ^C	11.05%
Ratios to Average Net Assets ^F
Expenses before expense reductions	1.31% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.14% ^A
Net investment income (loss)	(.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 181,522
Portfolio turnover rate	51% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^G Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Institutional Class

	Period ended January 31, 2005 ^E
	(Unaudited)
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)
Net realized and unrealized gain (loss)	1.12
Total from investment operations	1.11
Distributions from net investment income	(.01)
Redemption fees added to paid in capital ^D	- ^G
Net asset value, end of period	$ 11.10
Total Return ^B, ^C	11.05%
Ratios to Average Net Assets ^F
Expenses before expense reductions	1.48% ^A
Expenses net of voluntary waivers, if any	1.25% ^A
Expenses net of all reductions	1.14% ^A
Net investment income (loss)	(.38)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,060
Portfolio turnover rate	51% ^A

^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 For the period November 3, 2004 (commencement of operations) to January 31, 2005.

^G Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2005 (Unaudited)

1. Significant Accounting Policies.

Semiannual Report

1. Significant Accounting Policies - continued

Foreign Currency - continued

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 10,083,627
Unrealized depreciation	(4,158,686)
Net unrealized appreciation (depreciation)	$ 5,924,941
Cost for federal income tax purposes	$ 186,903,412

2. Operating Policies.

Semiannual Report

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $181,634,225 and $11,402,518, respectively.

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 .45% of the fund's average net assets and a group fee rate that averaged .27% 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 investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index. The fund's performance adjustment will not take effect until November 1, 2005. Subsequent months will be added until the performance period includes 36 months. For the period, the total annualized management fee rate was .73% of the fund's average net assets.

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	0%	.25%	$ 846	$ 366
Class T	.25%	.25%	1,730	732
Class B	.75%	.25%	2,162	1,999
Class C	.75%	.25%	3,259	2,344
			$ 7,997	$ 5,441

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 4,302
Class T	1,849
Class B *	98
Class C *	-
	$ 6,249

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund, except for Small Cap Value. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Small Cap Value shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

	Amount	% of Average Net Assets
Class A	$ 868	.26*
Class T	1,158	.34*
Class B	534	.25*
Class C	627	.19*
Small Cap Value	57,440	.24*
Institutional Class	354	.17*
	$ 60,981

* Annualized

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Expense Reductions.

	Expense limitations	Reimbursement from adviser

Class A	1.50%	$ 839
Class T	1.75%	1,091
Class B	2.25%	666
Class C	2.25%	571
Small Cap Value	1.25%	15,034
Institutional Class	1.25%	476
		$ 18,677

Semiannual Report

7. Other.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	November 3, 2004 (commencement of operations) to January 31, 2005
From net investment income
Class A	$ 723
Small Cap Value	68,438
Institutional Class	433
Total	$ 69,594

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Dollars
	November 3, 2004 (commencement of operations) to January 31, 2005	November 3, 2004 (commencement of operations) to January 31, 2005
Class A
Shares sold	193,487	$ 2,028,329
Reinvestment of distributions	54	590
Net increase (decrease)	193,541	$ 2,028,919
Class T
Shares sold	207,872	$ 2,197,638
Shares redeemed	(229)	(2,544)
Net increase (decrease)	207,643	$ 2,195,094
Class B
Shares sold	127,792	$ 1,329,789
Shares redeemed	(189)	(2,048)
Net increase (decrease)	127,603	$ 1,327,741
Class C
Shares sold	276,817	$ 2,931,865
Shares redeemed	(2,521)	(27,703)
Net increase (decrease)	274,296	$ 2,904,162
Small Cap Value
Shares sold	16,534,181	$ 177,946,027
Reinvestment of distributions	6,024	66,449
Shares redeemed	(191,628)	(2,079,070)
Net increase (decrease)	16,348,577	$ 175,933,406
Institutional Class
Shares sold	95,449	$ 982,362
Reinvestment of distributions	39	433
Net increase (decrease)	95,488	$ 982,795

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) 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 Investments Institutional
Operations Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

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

ASCVI-USAN-0305
1.803748.100

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. Schedule of Investments

Not applicable.

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

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

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

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Securities Fund's (the "Trust") 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 Trust 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 Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. 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.
(a)	(3)	Not applicable.
(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 23, 2005

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 23, 2005

By:	/s/Timothy F. Hayes
	Timothy F. Hayes
	Chief Financial Officer

Date:	March 23, 2005

OTC

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments January 31, 2005 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Visit Fidelity

To Write Fidelity

Leveraged Company Stock

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments January 31, 2005 (Unaudited)

Financial Statements

Notes to Financial Statements

Dividend Growth

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments January 31, 2005 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

Blue Chip Value

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments January 31, 2005 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Growth & Income

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments January 31, 2005 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Visit Fidelity

To Write Fidelity

Blue Chip Growth

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments January 31, 2005 (Unaudited)

Financial Statements

Notes to Financial Statements

Small Cap Growth

Contents

Chairman's Message

Shareholder Expense Example

Investment Summary

Investments January 31, 2005 (Unaudited)

Financial Statements

Notes to Financial Statements

Small Cap Growth

Contents

Chairman's Message

Shareholder Expense Example

Investment Summary

Investments January 31, 2005 (Unaudited)

Financial Statements

Notes to Financial Statements

Small Cap Growth

Contents

Chairman's Message

Shareholder Expense Example

Investment Summary

Investments January 31, 2005 (Unaudited)